20-F









Exhibit 4.12  



CONSULTING AGREEMENT  



        THIS
CONSULTING AGREEMENT (this “Agreement”) made effective as of the first
day of May 2006, by and between Elbit Vision Systems Ltd., company number 52-0042854, a
company organized under the laws of the State of Israel (the “Company”)
and MA&AT, a company organized under the laws of the State of Austria (the
“Consulting Company”), which shall provide the Services (as defined
below) solely through its designated representative (the Consulting Company and its
designated representative set forth in Section 9.8 below shall be collectively referred to
herein as the “Consultant”). 



W  I  T  N  E  S  S  E  T  H: 



        WHEREAS,
the Company desires to engage the Consulting Company as an independent contractor to
provide certain consulting services to the Company and the Consultant wishes to furnish
such services, on the terms and conditions set forth herein, 



        NOW,
THEREFORE, the parties agree as follows: 



     1.    
          Term. This Agreement shall commence on the date first written above (the
          “Effective Date”), and shall continue in force until it is
          terminated in accordance with Section 1.1 below. 



     1.1        For
the first three (3) months following the execution hereof the Company may terminate,
immediately upon the provision of notice by the Company to the Representative and
thereafter, either party may terminate this Agreement by providing thirty (30) days
advance written notice to the other party.  



     2.    
          Scope of Services. 



        The
Consultant hereby agrees to assist the Company by promoting sales of the Company’s
Automatic Optical Inspection products in China (the “Services”). In the
event the Consultant is requested to perform other services for the Company, the parties
shall agree to such services and the compensation for such services separately. The
Consultant will report to VP of Sales and Marketing and to the Chairman of the Board of
Directors. 



     3.    
          Fee. In consideration for the Services hereunder, the Company agrees to
          pay the Consultant: 



        (a)
          a monthly fee of ten thousand US dollars ($10,000);  




        (b)
          a commission on sales made by the Company of its Automatic Optical Inspection
          products in China, unless the Consultant was not involved in such sale
          (“Sales”), as follows: (i) one and one half percent (1.5%) of
          all proceeds received by the Company from Sales (“Proceeds”) until
the           Company receives Proceeds in an aggregate amount equal up to two million US
          dollars ($2,000,000); (ii) two percent (2%) of all Proceeds greater than two
          million US dollars ($2,000,000) until the Company receives Proceeds in an
          aggregate amount equal to four million US dollars ($4,000,000); and (iii) five
          percent (5%) of all Proceeds greater than four million US dollars ($4,000,000);
          and  















        (c)
          The payments referenced in Sections 3(a) and 3(b) do not include Value Added
Tax           (“VAT”). In the event VAT shall be due on any payments to be made
by           the Company under this Agreement, such payments shall be made to the
Consulting           Company against provision of a valid value-added tax receipt and the
Company           shall add such VAT to the relevant payment.  




        (d)
          Payment of the fee shall be made by the ninth day of each month and shall
          include all fee and commissions owed for the previous month.  




     4.    
          Expenses. The Consultant shall be entitled to reimbursement for
          reasonable expenses incurred in performing the Services, in accordance with the
          expense reimbursement policy of the Company. 



     5.    
          Car. The Company shall lease a class 3 automobile (the
          “Car”), for the purposes of the Representative fulfilling his
          duties hereunder and will place the Car at the disposal of the Representative.
          The Company shall bear all costs related to the use and upkeep of the Car in
          accordance with the Company’s Car Policy and excluding any fines for
          traffic related violations and alike. Such payments shall be the
          Consultant’s responsibility and should be paid immediately when required by
          applicable law. It is hereby expressly agreed that all tax consequences of the
          benefits related to the Car shall be borne by the Consultant and that the
          Company will deduct from the fees the applicable tax amount (as of the date
          hereof the cost of the Car is NIS 1,740 per month). 



     6.    
          Confidentiality. 



     5.1        Proprietary
Information. The Consultant recognizes and acknowledges that the designs, inventions,
improvements, business information, customer lists, business strategy, financial
information, trade secrets, software systems (including specifications, programs and
documentation), the methods and data, and the developments, and works of authorship,
which the Company or any of its subsidiaries uses, owns, plans or develops (whether for
their own use or for use by their clients) are confidential and are the property of the
Company. All of these materials and information, other than material or information then
already in the public domain through no act or omission by the Consultant, will be
referred to below as “Proprietary Information.” 



     5.2        Non-Disclosure.The
Consultant agrees that, except as directed by the Company, and in the ordinary course of
the business of the Company or any of its subsidiaries, such Consultant will not during
or after his service with the Company disclose to any person or entity or use, directly
or indirectly for such Consultant’s own benefit or the benefit of others, any
Proprietary Information, or permit any person to examine or make copies of any documents
which may contain or be derived from Proprietary Information.  



     5.3        Confidential
Information of Others. The Consultant will not use, disclose to the Company, or
induce the Company to use, during his service with the Company, any confidential
information or documents belonging to others.  



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     6.    
          Intellectual Property Rights. 



     6.1        For
purposes of this Agreement, “Intellectual Property” means the following
items of intangible and tangible property:  



		     (i)        Patents,
whether in the form of utility patents or design patents and all           pending
applications for such patents;  







		     (ii)        Trademarks,
trade names, service marks, designs, logos, trade dress, and trade           styles,
whether or not registered, and all pending applications for registration           of the
same;  







		     (iii)        Copyrights
or copyrightable material, including but not limited to books,           articles and
publications, whether or not registered, and all pending           applications for
registration of the same;  







		     (iv)        Inventions,
research records, trade secrets, confidential information, product           designs,
engineering specifications and drawings, technical information,           formulae,
customer lists, supplier lists and market analyses;  







		     (v)        Computer
programs, including, without limitation, computer programs embodied in
          semiconductor chips or otherwise embodied, and related flow-charts, programmer
          notes, updates and data, whether in object or source code form; and  







		     (vi)        all
other intellectual property rights throughout the world.  







     6.2        The
Consultant hereby assigns to the Company by way of future assignment all Intellectual
Property, originated, conceived, written or made by the Consultant during the term of its
service with the Company, which is in any way connected to the products or services of
the Company or any of its subsidiaries, including those products or services contemplated
in a plan adopted by the Board of Directors of the Company or any of its subsidiaries,
regardless of whether the Intellectual Property was made or acquired (i) during business
hours, (ii) at the premises of the Company, (ii) with the assistance of material supplied
by the Company or (iv) at the request of the Company.  



     6.3        The
Consultant will not use, disclose to the Company, or induce the Company to use, during
its service with the Company, any Intellectual Property or documents belonging to others.  



     7.    
          No Breach of Previous Obligations. The Consultant hereby represents that
          the service with the Company under this Agreement will not require it to violate
          or breach any obligation to or agreement or confidence with any previous or
          current employer or third party. No consent of any third party, is required as a
          condition to the validity of this Agreement, and the Company will be under no
          obligation of payment or otherwise to any third party in connection with the
          Services. The Consultant shall indemnify and hold the Company harmless from any
          and all losses (including, but without limitation, any and all claims, suits,
          liabilities, damages, costs, expenses, charges and fees of whatever kind or
          nature (including reasonable attorney’s fees)) sustained or incurred
          by or asserted against the Company arising out of or in any way relating to any
          breach of the representation made in this Section 7. The Company represents that
          the execution and performance of this Agreement will not require it to violate
          or breach any obligation to or agreement or confidence with any third party. No
          consent of any third party, is required as a condition to the validity of this
          Agreement. 



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8.     Relationship
of Parties; Indemnity.  



     8.1        The
Consultant Company warrants and represents that it: (i) is an independent contractor,
owner of its own business, registered as an independent contractor and maintains a file
as an independent contractor with the Income Tax authorities.  



     8.2        The
Company and the Consultant agree that the Consultant is an “independent contractor” and
that except as otherwise stated in this Agreement, the Company shall have no right to
control or direct the manner in which the Consultant performs his duties and services
under this Agreement. The Consultant understands and agrees that except as specifically
provided in this Agreement, the Company does not grant the Consultant the right or
authority to make or give any agreement, statement, representation, warranty or other
commitment, or to create any obligation of any kind, on behalf of the Company. This
Agreement shall not be construed to create any relationship of employment, association,
partnership or joint venture between the Company and the Consultant Company, the
Representative and/or any of the companies and or entities either of them control, nor
shall it be construed to create any relationship other than that of principal and
independent contractor between the Company and the Consultant Company and/or the
Representative. Neither the Consultant Company nor the Representative are an employee of
the Company, and the Company shall not be obligated to treat the Consultant Company or
the Representative as an employee.  



     8.3        In
the event that the Company shall be demanded and/or obligated, to pay the Consultant
Company, any of its employees or consultants or any third party, any amount, or give the
Consultant or any third party any right, deriving from the existence of employer-employee
relationship between the Consultant Company, the Representative, any of the entities
either controls or any of such entity’s consultants and employees and the Company,
and the Consultant shall indemnify the Company for any and all costs, liabilities and
expenses it may have in connection with such demand and/or obligation, including the
economical value of such right and including legal expenses.  



9.     Miscellaneous. 



     9.1        Notice.
For the purpose of this Agreement, notices and all other communications provided for in
the Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or sent by registered mail, postage prepaid, addressed to the
respective addresses set forth below or last given by each party to the other, except
that notice of change of address shall be effective only upon receipt.  



The initial addresses of the parties
for purposes of this Agreement shall be as follows: 



			
			
			
			
			
	 	The Company:	Elbit Vision Systems Ltd.
	 	 	New Industrial Park
	 	 	P.O.B. 140
	 	 	Yoqneam 20692, Israel
	 	 	Fax: 04 -9894733
	 	 	Att: Chief Financial Officer
	 
	 	The Consultant:	MA&AT
	 	 	Am Lugeck 1
	 	 	1010 Vienna






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     9.2        No
Waiver. No provision of this Agreement may be modified, waived or discharged unless
such waiver, modification or discharge is agreed to in writing and signed by the
Consultant Company, the Representative and the Company. No waiver by either party hereto
at any time of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.  



     9.3        Governing
Law. This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of Israel without giving effect to the principles of conflict
of law thereof.  



     9.4        Severability.
The provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the
other provisions hereof.  



     9.5        Entire
Agreement. This Agreement constitutes the entire agreement between the parties hereto
and supersedes all prior agreements, understandings and arrangements, oral or written,
between the parties hereto with respect to the subject matter hereof. No agreement or
representations, oral or otherwise, express or implied, with respect to the subject
matter hereof have been made either party which are not expressly set forth in this
Agreement.  



     9.6        Assignment.
The Company shall have the right to assign this Agreement to any affiliate or subsidiary
of the Company or any corporation or other entity owning or acquiring all or
substantially all the assets and business of the Company (including this Agreement)
whether by operation of law or otherwise. Neither this Agreement nor any right or
interest hereunder shall be assignable or transferable by the Consultant Company or the
Representative, their beneficiaries or legal representatives.  



     9.7        Interpretation.
The section headings contained herein are for reference purposes only and shall not in
any way affect the meaning or interpretation of this Agreement.  



     9.8        Designated
Representative. The Consultant Company hereby assigns Mr. Nir Alon (the “Representative”)
as the sole provider of the Services to Company. For avoidance of any doubt, the
Consultant Company shall not assign any other representative to provide the Services
without the prior written consent of the Company.  



10.     Corporate
Approval. Notwithstanding anything to the contrary herein,                     this
Agreement is contingent upon approval of this Agreement by the shareholders
                    of the Company.  



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IN WITNESS WHEREOF the parties have
signed this Consulting Agreement as of the date first hereinabove set forth.  



	 	 
	 	 
	 	 
	 	 
	 	 
	ELBIT VISION SYSTEMS LTD. 	MA&AT 
	By: _________________ 	By: _________________ 
	Name: _________________ 	Name: ________________ 
	Title: _________________ 	Title: _________________ 





NIR ALON



_______________________ 





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