20-F









Exhibit 4.11  


November 29, 2006

Page l


EMPLOYEE RETENTION AGREEMENT


This Employee Retention Agreement
(“Agreement”) is entered into between UB Precision Co., Ltd. (“Purchaser”) and
Elbit Vision System Ltd. (“Seller”), which hereinafter together will be referred to as “Parties” and individually
as “Party,” as an attachment to the Stock and Loan Purchase Agreement
(“Stock and Loan Purchase Agreement”)
between Purchaser and Seller dated December 1, 2006 (“Effective Date”). Parties
agree that capitalized terms used but not otherwise defined herein shall
have the meaning set forth in Stock and Loan Purchase Agreement.


WHEREAS, Parties acknowledge and
agree that the value of shares (“Shares”) of Yuravision Co., Ltd. (“the
Company”) being transferred under Stock and Loan Purchase Agreement is
significantly based on the continued employment of certain key employees of the
Company named below either with the Company or with the Purchaser following the
merger of the Company into the Purchaser (which hereinafter will be referred to as “Employees” as a group and
individually as “Employee”);


WHEREAS, Purchaser desires to be
compensated from Seller for any decrease in the value of Shares
resulting from departure of Employees as set forth herein and Seller agrees to provide certain compensation for such
decrease as long as the terms, conditions and covenants set forth below are
satisfied; and


WHEREAS, Purchaser has received
written consent from Employees to continue their employment with Company
or with the Purchaser following the merger of the Company into the Purchaser, as applicable, until the Expiration Date.


NOW, THEREFORE, in order to provide incentives for the
continued services of Employees, Seller and Purchaser agree on the following
terms and conditions:








November 29, 2006

Page 2


	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.

  	
  This Agreement shall be
  effective until November 30, 2008 (“Expiration Date”).

  
	
   

  	
   

  	
   

  
	
   

  	
  2.

  	
  Purchaser agrees that in its
  dealings with Employees, Purchaser will utilize its best effort and
  manners and act in a commercially reasonable manner at all times to decrease
  the risk of the departure of any of Employees.

  
	
   

  	
   

  	
   

  
	
   

  	
  3.

  	
  Subject to Section 4 and the following two
  sentences, Seller agrees that: (i) 35% of the principal amount of Loan
  (“Principal Amount”), namely USD 280,000, shall be deducted from Principal
  Amount in the event that the employment of
  Sun Gi Kim, resident registration number (“RRN”) 720909-1067514, with
  the Company or with the Purchaser following the merger of the Company into the Purchaser, as applicable, is
  terminated before Expiration Date; and (ii) 20% of Principal Amount, namely
  USD 160,000, shall be deducted from Principal Amount upon the
  termination of the employment with the Company or with the Purchaser
  following the merger of the Company into the Purchaser, as applicable, before
  Expiration Date of any of Hyun Wook Shin, RRN 730802-1094828, Taek Kyu Lee,
  RRN 740406-1026024, Jong Min Kim, RRN
  731028-1031217, Ja Yong Park, RRN 770123-1531216, or Hee Min Kang, RRN
  780929-1708421, provided, however, that notwithstanding the above, the sum of
  the aggregate amount deducted from Principal Amount shall not exceed
  Principal Amount, namely USD 800,000. In
  case an Employee’s departure results from Company’s or Purchaser’s, as applicable, termination of such
  Employee, no deduction shall be made from Principal Amount. In the event
  termination or resignation of Employee is due to failure of Purchaser
  or Company, as applicable, to comply to any of the followings, then no
  deduction shall be made from Principal Amount:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  a.

  	
  Application of this Section shall be based on the
  condition that Employees comply with the
  Korean Labor Standards Act and the Employment Rules of Purchaser or Company, as applicable;

  











November 29, 2006

Page 3


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b.

  	
  Purchaser or Company, as applicable, shall not
  reduce title or the level of Employee’s
  reporting relationship, compensation or benefits without Employee’s consent;

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  c.

  	
  Purchaser or Company, as applicable, shall not
  relocate principal place of employment beyond 20 km from his/her current
  location; unless such relocation is necessary on a temporary basis in order
  to perform activities relating to
  equipment set-ups and customer services; and

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  d.

  	
  Purchaser or Company, as
  applicable, shall provide benefits that are equivalent to those provided to other employees of Purchaser or
  Company, as applicable, on a company-wide basis, including without
  limitation, fringe benefits, stock
  options, paid-leave days, or increase in salaries, bonuses, incentives or
  other payments to the employee, provided that incentives payments may
  be made based on performance of Employees.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.

  	
  In the event that the Company
  is not merged into Purchaser after Effective Date, Seller may appoint one director of the Company until Expiration
  Date as long as the Company remains as a separate entity from
  Purchaser. In the event that the Company
  is merged into Purchaser, Seller shall have right to visit, meet, and/or
  interview Employees as deemed necessary by Seller in order to monitor
  Purchaser’s obligations under Section 2 of this Agreement until Expiration
  Date. In case the employment of any Employee is terminated and as a
  result a deduction is to be made from the Purchase Price, Seller shall have an opportunity to replace such Employee with a
  person who is reasonably qualified,
  to perform the duties of such Employee. Purchaser may not unreasonably deny the replacement of such
  Employee and shall accept such person to replace such Employee, if that
  person is reasonably qualified to perform the duties of such Employee. Upon
  the Seller presenting a person to replace the Employee in accordance with the
  above provisions, no deduction shall be made from Principal Amount for the
  termination of the employment of such Employee.

  











November 29, 2006

Page 4


	
   

  	
   

  	
   

  
	
   

  	
  5.

  	
  This Agreement shall be
  construed in accordance with, and governed in all respects by, the, the laws of Korea (without
  giving effect to principles of conflicts of laws). Each Party to this
  Agreement consents to the exclusive jurisdiction and venue of the Suwon
  District Court of Korea.

  
	
   

  	
   

  	
   

  
	
   

  	
  6.

  	
  Together with Stock and Loan Purchase Agreement,
  this Agreement shall constitute the entire
  agreement of Parties with respect to its subject matter and supersedes
  all prior oral or written agreements in regard thereto.

  
	
   

  	
   

  	
   

  
	
   

  	
  7.

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

  



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 System 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: