0001178913-04-000550 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 3rd, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30th , 2004 by and between ELBIT VISION SYSTEMS, LTD., a company organized and existing in accordance with the laws of Israel, with its principal office located at Bldg 7 New Industrial Park Yokneam, Israel (the “Company”), and CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”).

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STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 3rd, 2004 • Elbit Vision Systems LTD • Industrial instruments for measurement, display, and control • Delaware

AGREEMENT dated as of the 30th day of March 2004 (the “Agreement”) between CORNELL CAPITAL PARTNERS, LP, a Delaware limited partnership (the “Investor”), and ELBIT VISION SYSTEMS LTD., a corporation organized and existing under the laws of the State of Israel (the “Company”).

ELBIT VISION SYSTEMS, LTD
Elbit Vision Systems LTD • May 3rd, 2004 • Industrial instruments for measurement, display, and control • Delaware

The undersigned, Elbit Vision Systems, Ltd., a company registered under the laws of Israel (the “Company”), hereby agrees with Newbridge Securities Corporation (the “Placement Agent”) and Cornell Capital Partners, LP, a Delaware Limited Partnership (the “Investor”), as follows:

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