20-F











Exhibit 4.8  




FORM OF WARRANT 



NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES
ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO REGISTRATION UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
REGISTRATION ACCOMPANIED BY AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS
AMENDED. 



ELBIT VISION SYSTEMS LTD. 



WARRANT TO PURCHASE
ORDINARY SHARES 



Warrant No.: _____

Number of Shares:  _____

Date of Issuance: April 30, 2007 ("ISSUANCE DATE")







Elbit Vision Systems Ltd., a company
organized under the laws of the State of Israel (the “COMPANY”), hereby
certifies that, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, ______________________ the registered holder hereof or its
permitted assigns (the “HOLDER”), is entitled, subject to the terms set forth
below, to purchase from the Company, at the Exercise Price (as defined below) then in
effect, upon surrender of this Warrant to purchase Ordinary Shares (including all Warrants
to purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the
“WARRANT”), at any time or times on or after the date hereof, but not after
11:59 P.M., Israel Time, on the Expiration Date (as defined below), ______________
(___________) fully paid and nonassessable Ordinary Shares (as defined below) (the
“WARRANT SHARES”). Except as otherwise defined herein, capitalized terms in this
Warrant shall have the meanings set forth in Section 12. This Warrant is one of the
Warrants to purchase Ordinary Shares (the “SPA WARRANTS”) issued pursuant to
Section 1 of that certain Securities Purchase Agreement, dated as of April 30, 2007 (the
“INITIAL ISSUANCE DATE”), among the Company and the purchasers (the
“PURCHASERS”) referred to therein (the “SECURITIES PURCHASE
AGREEMENT”). 
















         1.       
          EXERCISE OF WARRANT. 



         a.       
          Subject to the terms and conditions hereof, this Warrant may be exercised by the
          Holder on any day, in whole or in part, by (i) delivery of a written notice, in
          the form attached hereto as EXHIBIT A (the “EXERCISE NOTICE”), of the
          Holder’s election to exercise this Warrant (ii) unless the Holder is
          electing a “cashless” exercise, payment to the Company of an amount
          equal to the applicable Exercise Price multiplied by the number of Warrant
          Shares as to which this Warrant is being exercised (the “AGGREGATE EXERCISE
          PRICE”) in cash or wire transfer of immediately available funds, which may
          be paid, at the sole discretion of the Holder, in U.S. Dollars or in New Israeli
          Shekels, at the representative exchange rate in effect on that day, and (iii)
          the delivery to the Company of this Warrant. Execution and delivery of the
          Exercise Notice with respect to less than all of the Warrant Shares shall have
          the same effect as cancellation of the original Warrant and issuance of a new
          Warrant evidencing the right to purchase the remaining number of Warrant Shares.
          On or before the first Business Day following the date on which the Company has
          received each of the Exercise Notice, this Warrant and the Aggregate Exercise
          Price (the “EXERCISE DELIVERY DOCUMENTS”), the Company shall transmit
          by facsimile an acknowledgment of confirmation of receipt of the Exercise
          Delivery Documents to the Holder and the Company’s transfer agent (the
          “TRANSFER AGENT”). On or before the third Business Day following the
          date on which the Company has received all of the Exercise Delivery Documents
          (the “SHARE DELIVERY DATE”), the Company shall (X) provided that the
          Transfer Agent is participating in The Depository Trust Company
          (“DTC”) Fast Automated Securities Transfer Program, upon the request
          of the Holder, credit such aggregate number of Ordinary Shares to which the
          Holder is entitled pursuant to such exercise to the Holder’s or its
          designee’s balance account with DTC through its Deposit Withdrawal Agent
          Commission system, or (Y) if the Transfer Agent is not participating in the DTC
          Fast Automated Securities Transfer Program, issue and dispatch by overnight
          courier to the address as specified in the Exercise Notice, a certificate,
          registered in the name of the Holder or its designee, for the number of Ordinary
          Shares to which the Holder is entitled pursuant to such exercise. Upon delivery
          of the Exercise Delivery Documents, the Holder shall be deemed for all corporate
          purposes to have become the holder of record of the Warrant Shares with respect
          to which this Warrant has been exercised, irrespective of the date of delivery
          of the certificates evidencing such Warrant Shares. If this Warrant is submitted
          in connection with any exercise pursuant to this Section 1(a) and the number of
          Warrant Shares represented by this Warrant submitted for exercise is greater
          than the number of Warrant Shares being acquired upon an exercise, then the
          Company shall as soon as practicable and in no event later than five Business
          Days after any exercise and at its own expense, issue a new Warrant (in
          accordance with Section 6(d)) representing the right to purchase the number of
          Warrant Shares purchasable immediately prior to such exercise under this
          Warrant, less the number of Warrant Shares with respect to which this Warrant is
          exercised. No fractional Ordinary Shares are to be issued upon the exercise of
          this Warrant, but rather the number of Ordinary Shares to be issued shall be
          rounded up or down to the nearest whole number. The Company shall pay any and
          all taxes which may be payable with respect to the issuance and delivery of
          Warrant Shares upon exercise of this Warrant. 



         b.       
          EXERCISE PRICE. For purposes of this Warrant, “EXERCISE PRICE” means
          $0.45, U.S Dollars, subject to adjustment as provided herein. 



         c.       
          CASHLESS EXERCISE. The Holder may notify the Company in an Exercise Notice
          of its election to utilize cashless exercise, in which event the Company shall
          issue to the Holder the number of Warrant Shares determined as follows: 



2











	 	
X
= Y [(A-B)/A] 






where: 



	 	
X
= the number of Warrant Shares to be issued to the Holder. 






	 	
Y
= the number of Warrant Shares with respect to which this Warrant is being exercised. 






	 	
A
= the average of the closing prices for the three Trading Days immediately prior to (but
not including) the Exercise Date. 






	 	
B
= the Exercise Price.






        For
purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and
acknowledged that the Warrant Shares issued in a cashless exercise transaction shall be
deemed to have been acquired by the Holder, and the holding period for the Warrant Shares
shall be deemed to have commenced, on the date this Warrant was originally issued. 



        “TRADING
DAY” means (i) a day on which the Ordinary Shares are traded on a Trading
Market (other than the OTC Bulletin Board), or (ii) if the Ordinary Shares are not listed
on a Trading Market (other than the OTC Bulletin Board), a day on which the Ordinary
Shares are traded in the over-the-counter market, as reported by the OTC Bulletin Board,
or (iii) if the Ordinary Shares are not quoted on any Trading Market, a day on which the
Ordinary Shares are quoted in the over-the-counter market as reported by the National
Quotation Bureau Incorporated (or any similar organization or agency succeeding to its
functions of reporting prices); provided, that in the event that the Ordinary Shares are
not listed or quoted as set forth in (i), (ii) and (iii) hereof, then Trading Day shall
mean a Business Day. 



         2.       
          ADJUSTMENT OF EXERCISE PRICE. If the Company at any time after the date of
          issuance of this Warrant subdivides (by any stock split, stock dividend,
          recapitalization or otherwise) one or more classes of its outstanding share
          capital into a greater number of shares, the Exercise Price in effect
          immediately prior to such subdivision will be proportionately reduced and the
          number of Warrant Shares will be proportionately increased. If the Company at
          any time after the date of issuance of this Warrant combines (by combination,
          reverse stock split or otherwise) one or more classes of its outstanding share
          capital into a smaller number of shares, the Exercise Price in effect
          immediately prior to such combination will be proportionately increased and the
          number of Warrant Shares will be proportionately decreased. Any adjustment under
          this Section 2 shall become effective at the close of business on the date the
          subdivision or combination becomes effective. 



         3.       
          RIGHTS UPON CONSOLIDATION OR MERGER. In case of any consolidation or merger to
          which the Company shall be a party, other than a consolidation or merger in
          which the Company shall be the surviving or continuing corporation, or in case
          of any sale or conveyance to another entity of all or substantially all of the
          property of the Company, or in the case of any statutory exchange of securities
          with another entity (including any exchange effected in connection with a merger
          of any other corporation with the Company), the Holder shall have the right
          thereafter to convert this Warrant into the kind and amount of securities, cash
          or other property which it would have owned or have been entitled to receive
          immediately after such consolidation, merger, statutory exchange, sale or
          conveyance had this Warrant been exercised immediately prior to the effective
          date of such transaction and, if necessary, appropriate adjustment shall be made
          in the application of the provisions set forth in Section 2 with respect to the
          rights and interests thereafter of the Holder to the end that the provisions set
          forth in Section 2 shall thereafter correspondingly be made applicable, as
          nearly as may reasonably be, in relation to any shares of stock or other
          securities or property thereafter deliverable upon the exercise of this Warrant. 




3











         4.       
          NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will
          not, by amendment of its Articles of Association or through any reorganization,
          transfer of assets, consolidation, merger, dissolution, issue or sale of
          securities, or any other voluntary action, avoid or seek to avoid the observance
          or performance of any of the terms of this Warrant, and will at all times in
          good faith carry out all the provisions of this Warrant and take all action as
          may be required to protect the rights of the holder of this Warrant. Without
          limiting the generality of the foregoing, the Company (i) will not increase the
          par value of any Ordinary Shares receivable upon the exercise of this Warrant
          above the Exercise Price then in effect, (ii) will take all such actions as may
          be necessary or appropriate in order that the Company may validly and legally
          issue fully paid and nonassessable Ordinary Shares upon the exercise of this
          Warrant, and (iii) will, so long as any of the SPA Warrants are outstanding,
          take all action necessary to reserve and keep available out of its authorized
          and unissued Ordinary Shares, solely for the purpose of effecting the exercise
          of the SPA Warrants, 100% of the number of Ordinary Shares as shall from time to
          time be necessary to effect the exercise of the SPA Warrants then outstanding. 



         5.       
          WARRANT HOLDER NOT DEEMED A SHAREHOLDER. Except as otherwise specifically
          provided herein, no holder, solely in such Person’s capacity as a holder,
          of this Warrant shall be entitled to vote or receive dividends or be deemed the
          holder of shares of the Company for any purpose, nor shall anything contained in
          this Warrant be construed to confer upon the holder hereof, solely in such
          Person’s capacity as a holder of this Warrant, any of the rights of a
          shareholder of the Company or any right to vote, give or withhold consent to any
          corporate action (whether any reorganization, issue of stock, reclassification
          of share capital, consolidation, merger, conveyance or otherwise), receive
          notice of meetings, receive dividends or subscription rights, or otherwise,
          prior to the issuance to the holder of this Warrant of the Warrant Shares which
          such Person is then entitled to receive upon the due exercise of this Warrant.
          In addition, nothing contained in this Warrant shall be construed as imposing
          any liabilities on such holder to purchase any securities (upon exercise of this
          Warrant or otherwise) or as a shareholder of the Company, whether such
          liabilities are asserted by the Company or by creditors of the Company. 



         6.       
          REISSUANCE OF WARRANTS. 



         a.       
          TRANSFER OF WARRANT. If this Warrant is to be transferred, the holder shall
          surrender this Warrant to the Company, whereupon the Company will forthwith
          issue and deliver upon the order of the holder of this Warrant a new Warrant (in
          accordance with Section 6(d)), registered as the holder of this Warrant may
          request, representing the right to purchase the number of Warrant Shares being
          transferred by the Holder and, if less then the total number of Warrant Shares
          then underlying this Warrant is being transferred, a new Warrant (in accordance
          with Section 6(d)) to the holder of this Warrant representing the right to
          purchase the number of Warrant Shares not being transferred. 



         b.       
          LOST, STOLEN OR MUTILATED WARRANT. Upon receipt by the Company of evidence
          reasonably satisfactory to the Company of the loss, theft, destruction or
          mutilation of this Warrant, and, in the case of loss, theft or destruction, of
          any indemnification undertaking by the holder of this Warrant to the Company in
          customary form and, in the case of mutilation, upon surrender and cancellation
          of this Warrant, the Company shall execute and deliver to the Holder a new
          Warrant (in accordance with Section 6(d)) representing the right to purchase the
          Warrant Shares then underlying this Warrant. 




4











         c.       
          WARRANT EXCHANGEABLE FOR MULTIPLE WARRANTS. This Warrant is exchangeable, upon
          the surrender hereof by the holder of this Warrant at the principal office of
          the Company, for a new Warrant or Warrants (in accordance with Section 6(d))
          representing in the aggregate the right to purchase the number of Warrant Shares
          then underlying this Warrant, and each such new Warrant will represent the right
          to purchase such portion of such Warrant Shares as is designated by the holder
          of this Warrant at the time of such surrender; provided, however, that no
          Warrants for fractional Ordinary Shares shall be given. 



         d.       
          ISSUANCE OF NEW WARRANTS. Whenever the Company is required to issue a new
          Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of
          like tenor with this Warrant, (ii) shall represent, as indicated on the face of
          such new Warrant, the right to purchase the Warrant Shares then underlying this
          Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
          or Section 6(c), the Warrant Shares designated by the holder of this Warrant
          which, when added to the number of Ordinary Shares underlying the other new
          Warrants issued in connection with such issuance, does not exceed the number of
          Warrant Shares then underlying this Warrant), (iii) shall have an issuance date,
          as indicated on the face of such new Warrant, which is the same as the Issuance
          Date, and (iv) shall have the same rights and conditions as this Warrant. 



         7.       
          NOTICES. Whenever notice is required to be given under this Warrant, unless
          otherwise provided herein, such notice shall be given in accordance with Section
          7(h) of the Securities Purchase Agreement. The Company shall provide the holder
          of this Warrant with prompt written notice of all actions taken pursuant to this
          Warrant, including in reasonable detail a description of such action and the
          reason therefor. Without limiting the generality of the foregoing, the Company
          will give written notice to the holder of this Warrant (i) promptly upon any
          adjustment of the Exercise Price, setting forth in reasonable detail, and
          certifying, the calculation of such adjustment and (ii) at least fifteen days
          prior to the date on which the Company takes a record (A) with respect to any
          dividend or distribution upon the Ordinary Shares, or (B) with respect to any
          consolidation or merger provided in each case that such information shall be
          made known to the public prior to or in conjunction with such notice being
          provided to such holder. 



         8.       
          AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of
          this Warrant may be amended and the Company may take any action herein
          prohibited, or omit to perform any act herein required to be performed by it,
          only if the Company has obtained the written consent of the holders of SPA
          Warrants representing at least a majority of the Ordinary Shares obtainable upon
          exercise of the SPA Warrants then outstanding; provided that no such action may
          increase the initial exercise price of any SPA Warrant or decrease the initial
          number of shares or class of stock obtainable upon exercise of any SPA Warrant
          without the written consent of the holder of this Warrant. No such amendment
          shall be effective to the extent that it applies to less than all of the holders
          of the SPA Warrants then outstanding. 



5











         9.       
          GOVERNING LAW. This Warrant shall be governed by and construed in accordance
          with the internal laws of the State of Israel, without giving effect to any
          statutes concerning choice or conflict of law. Any controversy or claim arising
          out of or in connection with this agreement or any breach or alleged breach
          hereof shall be exclusively resolved by the competent courts of Tel Aviv,
          Israel, and each of the parties hereby irrevocably submits to the exclusive
          jurisdiction of such courts. 



         10.       
          CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by
          the Company and all the Purchasers and shall not be construed against any person
          as the drafter hereof. The headings of this Warrant are for convenience of
          reference and shall not form part of, or affect the interpretation of, this
          Warrant. 



         11.       
          REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies
          provided in this Warrant shall be cumulative and in addition to all other
          remedies available under this Warrant, the Securities Purchase Agreement, the
          SPA Securities and the Registration Rights Agreement, at law or in equity
          (including a decree of specific performance and/or other injunctive relief), and
          nothing herein shall limit the right of the holder of this Warrant right to
          pursue actual damages for any failure by the Company to comply with the terms of
          this Warrant. The Company acknowledges that a breach by it of its obligations
          hereunder will cause irreparable harm to the holder of this Warrant and that the
          remedy at law for any such breach may be inadequate. The Company therefore
          agrees that, in the event of any such breach or threatened breach, the holder of
          this Warrant shall be entitled, in addition to all other available remedies, to
          an injunction restraining any breach, without the necessity of showing economic
          loss and without any bond or other security being required. 



         12.       
          TRANSFER. Subject to compliance with any applicable securities laws, this
          Warrant may be offered for sale, sold, transferred or assigned without the
          consent of the Company, except as may otherwise be required by Section 2(f) of
          the Securities Purchase Agreement. 



         13.       
          CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall
          have the following meanings: 



        “BUSINESS
DAY” means any day other than Saturday, Sunday or other day on which commercial banks
in the City of New York are authorized or required by law to remain closed. 



        “ORDINARY
SHARES” means the Company’s Ordinary Shares, par value NIS 1.0 per share. 



        “EXPIRATION
DATE” means forty-eight (48) months after the Closing Date (as defined in the
Securities Purchase Agreement) pursuant to which this Warrant was initially issued;
provided, however, that if such date falls on a day other than a Business Day or on which
trading does not take place on the Principal Market (a “Holiday”), the next date
that is not a Holiday. 



        “OPTIONS”
means any rights, warrants or options to subscribe for or purchase Ordinary Shares. 



6











        “PERSON”
means an individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity and a government or
any department or agency thereof. 



        “PRINCIPAL
MARKET” means NASD Over-the-Counter Bulletin Board or in the event that the Company
is no longer listed with NASD Over-the-Counter Bulletin Board, the market or exchange on
which the Ordinary Shares are then listed and traded, which only may be The New York Stock
Exchange, Inc., the American Stock Exchange or the Nasdaq National Market. 



        “REGISTRATION
RIGHTS AGREEMENT” means that certain registration rights agreement between the
Company and the Purchasers. 



        “SPA
SECURITIES” means the Ordinary Shares issued pursuant to the Securities Purchase
Agreement. 



[SIGNATURE PAGE FOLLOWS] 




7











[Signature page
– Warrant] 



IN WITNESS WHEREOF, the Company has
caused this Warrant to Purchase Ordinary Shares to be duly executed as of the Issuance
Date set out above. 



ELBIT VISION SYSTEMS LTD. 




	By:
——————————————

Name:
Title:		






8









EXHIBIT A


EXERCISE NOTICE



TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE ORDINARY SHARES







ELBIT VISION SYSTEMS LTD. 



The undersigned holder hereby
exercises the right to purchase _________________ of the Ordinary Shares (“WARRANT
SHARES”) of Elbit Vision Systems Ltd., a company organized under the laws of the
State of Israel (the “Company”), evidenced by the attached Warrant to Purchase
Ordinary Shares (the “WARRANT”). Capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Warrant. 



         1.       
          Form of Exercise Price. The Holder intends that payment of the Exercise Price
          shall be made as: 


____________ a "CASH EXERCISE" with respect to _________________ Warrant Shares; or


____________ a "CASHLESS EXERCISE" with respect to _________________ Warrant Shares.



         2.       
          Payment of Exercise Price. If using a “Cash Exercise: The holder is hereby
          delivering to the Company payment in the amount of $_________ or NIS _________
          representing the Aggregate Exercise Price for such Warrant Shares. 



         3.       
          Delivery of Warrant Shares. The Company shall deliver to the holder __________
          Warrant Shares in accordance with the terms of the Warrant. 



Date: _______________ __,
______ 










——————————————
Name of Registered Holder




	By:
——————————————

Name:
Title:		







9