20-F









Exhibit 4.10  


December 04, 2006


Page 1


STOCK AND
LOAN PURCHASE AGREEMENT


This Stock and Loan Purchase
Agreement (“Agreement”) is made and entered into on this 1st day of December,
2006 by and between UB Precision Co., Ltd., a Korean corporation (“Purchaser”), at 425 Jung-dong, Giheung-gu, Yongin-si,
Gyeongggi-do, Korea and Elbit Vision
Systems Ltd., an Israeli corporation (“Seller”), at New Industrial Park Bldg 7, P.O. Box 140, Yokneam, Israel.


WITNESSETH:


WHEREAS, Yuravision Co. Ltd. is a
non-listed company duly organized and existing under the laws of Korea and primarily engaged in
the field of the development of machine vision inspection devices, having its principal
office at Century Park Building 3rd Floor, Youngtong-dong 1029-8,
Youngtong-gu, Suwon-si, Korea (“the Company”);


WHEREAS, the number of authorized
shares of the Company is two million (2,000,000) shares of common stock with par value of Five Thousand
Korean Won (KRW 5,000), and the total issued
and outstanding shares of the Company is two hundred thirty three thousand and five hundred fifty (233,550) shares;


WHEREAS, Seller immediately prior to Closing (as defined below), shall own one
hundred sixty three thousand seven hundred and eighty two (163,782) shares of
the Company and a loan to be paid by the Company in the aggregate amount,
including all interest accrued thereon, of
Eight Hundred Thousand U.S. Dollars (USD 800,000) as of the Effective Date (as
defined below); and


WHEREAS, Seller desires to sell
all shares of the Company held by Seller and sell and assign its loan receivable from the Company
to Purchaser pursuant to this Agreement and
Purchaser desires to purchase such shares and Loan on the terms and conditions
set forth below.


NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein, Seller and Purchaser agree as follows:









December 04, 2006


Page 2


	
 

	
 


	
Article 1

	
Sale of Shares and Loan





Subject to the terms and
conditions of this Agreement, Seller hereby agrees to sell one hundred sixty three thousand seven hundred and
eighty two (163,782) shares of common
stock of the Company equivalent to seventy and one tenth percent (70.1%) of the total issued and outstanding shares of the
Company (“Shares”) and a loan receivable from the Company in the
aggregate amount, including all interest accrued thereon, of Eight Hundred
Thousand U.S. Dollars (USD 800,000) (“Loan”) to Purchaser, and Purchaser agrees to purchase Shares and Loan from
Seller.


	
 

	
 


	
Article 2

	
Purchase Price





In
consideration of the sale and purchase of Shares and Loan, Purchaser agrees to
pay to Seller, and Seller agrees to receive from Purchaser, nine hundred and
fifty thousand U.S. Dollars (USD 950,000) (“Purchase Price of Shares”) for
Shares and eight hundred thousand U.S. Dollars (USD 800,000) (“Principal Amount”)
for Loan.


	
 

	
 


	
Article 3

	
Conditions Precedent to Closing





3.1 Seller and Purchaser
shall cooperate in filing all necessary reports with and obtaining approvals from
any of the governmental agencies or public authorities required for execution
of this Agreement and consummation of any transaction contemplated hereunder (“Governmental
Approvals”), including but not limited to, the report of the share transfer with a foreign exchange bank and the report
of the loan assignment with the Bank
of Korea under the Foreign Investment Promotion Act, Foreign Exchange Transaction Act and other
applicable laws and regulations.


3.2 Consummation of the
transactions contemplated by this Agreement (“Closing”) shall occur together
with the following transactions, which transactions shall be deemed to take
place simultaneously and no transaction shall be deemed to have been completed or any document
delivered until all such transactions have been completed: (i) fulfillment of the
Government Approvals; and (ii) consummation of the purchase by Seller of forty four
thousand two hundred thirteen (44,213) ordinary shares of the Company, from certain existing
shareholders of the Company.









December 04, 2006


Page 3



	
 

	
 


	
Article 4

	
Closing





4.1 The
transaction contemplated by this Agreement shall be consummated on December 15, 2006 at ____________ or such
other time and place as the parties may mutually
agree in writing (“Closing Date”).


4.2 On
Closing Date, Seller shall transfer and deliver the share certificates representing fifty percent (50%) of Shares to
Purchaser and Purchaser shall pay to Seller fifty percent (50%) of Purchase Price of Shares, namely USD 475,000. The
remaining fifty percent (50%) of Purchase Price of Shares, namely USD
475,000, shall be paid to Seller by Purchaser
within a period not to exceed two (2) years from Effective Date. In
order to facilitate compliance with the obligations of Purchaser to pay the
remaining fifty percent (50%) of Purchase
Price of Shares, Purchaser shall deliver to Seller an irrevocable bank guarantee in the form of Schedule
A, issued by a bank previously approved
by Seller, securing payment of the remaining fifty percent (50%) of Purchase Price
of Shares, namely USD 475,000, no later than December 31, 2006. Upon receipt of the irrevocable bank guarantee, Seller shall
transfer and deliver the share certificates representing fifty percent (50%) of Shares to Purchaser. In the event
Seller does not receive the remaining
fifty percent (50%) of Purchase Price of Shares, namely USD 475,000, by
two (2) years from Effective Date, or December 4, 2008, the Seller may in its sole and absolute discretion, immediately
exercise the bank guarantee.


4.3 Upon receipt of the guarantee
insurance referred to in the following sentence, Seller shall deliver
the notice of assignment of Loan to the Company in the form consistent with the
Korean law and Purchaser shall pay the fifty percent (50%) of Principal Amount,
namely USD 400,000, within a period not to exceed two (2) years from Effective Date and the remaining fifty
percent (50%) of Principal Amount, namely USD 400,000, within a period not to exceed two and one half (2 1/2) years
from Effective Date, subject to any deductions as provided under Section
3 of the attached Employee Retention Agreement. In order to facilitate
compliance with the obligations of
Purchaser to pay the full Principal Amount according to the scheduled set forth
in this paragraph, Purchaser shall
deliver to Seller no later than December 31, 2006 a guarantee insurance in the form of Schedule B from a company
previously approved by Seller covering
the full Principal Amount for two and one half (2 1/2) years from Effective
Date. In the event Seller does not receive fifty percent (50%) of Principal
Amount, by two (2) years from Effective Date and/or fifty percent (50%) of
Principal Amount, by two and one half (2 1/2) years from Effective Date, the
Seller may, in its sole and absolute discretion, immediately take all necessary
action to receive the portion of the Principal Amount the Purchaser was to have paid at
such time from the guarantee insurance.











December 04, 2006


Page 4



	
 

	
 


	
Article 5

	
Taxes





Purchaser
shall pay the securities transaction tax in connection with the sale and purchase of Shares
contemplated hereby with the amount withheld from the payment of Purchase Price
of Shares under Article 4.2 above, and each of the parties shall pay on its own
for all other taxes, duties and charges as levied against such party under the
Korean law.


	
 

	
 


	
Article 6

	
Effective Date





This
Agreement shall come into force and effect on the date first written above (“Effective Date”).


	
 

	
 


	
Article 7

	
Entire
  Agreement





Together
with Employee Retention Agreement attached this Agreement contains the entire understanding and
agreement of the parties with respect to the subject matter hereof and supersedes
any and all prior and contemporaneous negotiations, oral and written agreements
and/or drafts thereof.


	
 

	
 


	
Article 8

	
Assignment





This
Agreement and each and every covenant, term and condition herein is binding upon and inures to the
benefit of the parties hereto and their respective successors and assigns, but neither party shall assign this Agreement or
any rights hereunder directly or indirectly without receiving
the prior written consent of the other parties.










December 04, 2006


Page 5



	
 

	
 


	
Article 9

	
Language





This
Agreement is written in the English language, and the English language text of
this Agreement
shall prevail over any translation thereof.


	
 

	
 


	
Article
  10

	
Interpretation





This Agreement shall be governed by and construed in
accordance with the laws of Korea, without regard to the conflict of laws
principles thereof. Any dispute arising under or in relation to this
Agreement shall be exclusively resolved in the competent Korean
court where Purchaser is located, and each of the parties hereby submits irrevocably
to the jurisdiction of such court. The losing party in any dispute shall compensate
all and every reasonable costs and expenses of a prevailing party including attorney’s fees.


	
 

	
 


	
Article 11

	
Counterparts





This Agreement may be executed in one or more
counterparts and each counterpart shall be
deemed an original hereof.













December 04, 2006


Page 6


IN WITNESS WHEREOF, Seller and Purchaser have
caused this Agreement to be executed by their duly authorized representatives
in original copies as of the date first above written.


SELLER
Elbit Vision Systems Ltd.










	By: /s/ Nir Alon
——————————————

Name: Nir Alon
Title: Director		





PURCHASER
UB Precision Co., Ltd...












	By: /s/ An Yun Tae
——————————————

Name: An Yun Tae
Title:		 












	
   

  	
   

  
	
  Attachment:

  	
  Employee Retention Agreement

  
	
  Schedule A:

  	
  Bank Guarantee

  
	
  Schedule B:

  	
  Guarantee Insurance

  
	
  Schedule C:

  	
  General Employment Terms of UB Precision Co.,
  Ltd.

  











December 04, 2006


Page 7


Attachment: Employee Retention Agreement









December 04, 2006


Page 8


Schedule A: Bank Guarantee









December 04, 2006


Page 9


Schedule B: Guarantee Insurance









December 04, 2006


Page 10


Schedule C: General Employment Terms of UB Precision Co., Ltd.