F-3/A









Exhibit 4.8  



REGISTRATION RIGHTS
AGREEMENT 



        This
Registration Rights Agreement (this “Agreement”) is made and entered into as of
September 29, 2005, by and between B.O.S. Better On-Line Solutions Ltd., an Israeli
corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands
Company (the “Purchaser”). 



        This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date
hereof, by and between the Purchaser and the Company (the “Securities Purchase
Agreement”), and pursuant to the Note and the Warrant referred to therein. 



        The
Company and the Purchaser hereby agree as follows: 



    1.        Definitions.
Capitalized terms used and not otherwise defined herein that           are defined in the
Securities Purchase Agreement shall have the meanings given           to such terms in
the Securities Purchase Agreement. As used in this Agreement,           the following
terms shall have the following meanings:  



	 	        “Affiliate”of
any specified person means any other person, directly or indirectly, controlling or
controlled by or under common control with such specified person. For the purpose of this
definition “control” as used with respect to any person, shall mean the
possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such person, whether through the ownership of voting securities
or by agreement or otherwise.  







	 	        “Commission” means
the Securities and Exchange Commission.  







	 	        “Ordinary
Shares” means the Company’s Ordinary Shares, NIS 4.00 nominal value per
share.  







	 	        “Effectiveness
Date” means the 135th day following the date hereof.  







	 	        “Effectiveness
Period” shall have the meaning set forth in Section 2(a).  







	 	        “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and any successor
statute.  







	 	        “Filing
Date” means, with respect to the Registration Statement required to be filed
hereunder, a date no later than forty five (45) days following the date hereof, and with
respect to shares of Ordinary Stock issuable to the Holder as a result of adjustments to
the Fixed Conversion Price made pursuant to Section 3.4 of the Secured Convertible Term
Note or Section 4 of the Warrant or otherwise, sixty (60) days (ninety (90) days if the
request is made between February 1 and March 31,) days after the occurrence such event or
the date of the adjustment of the Fixed Conversion Price.  















	 	        “Holder”or
“Holders” means the Purchaser or any of its successors to the extent any
of them hold Registrable Securities, provided that only registered holders of Registrable
Securities shall be counted for purposes of calculating any proportion of holders
entitled to take any action, receive any damages or give any notice pursuant to this
Agreement.  







	 	        “Indemnified
Party” shall have the meaning set forth in Section 5(c).  







	 	        “Indemnifying
Party” shall have the meaning set forth in Section 5(c).  







	 	        “Majority
Holders” shall means the Holders of a majority of the then outstanding aggregate
principal amount of Registrable Securities, provided that Registrable Securities which
have been sold or otherwise transferred pursuant to the Registration Statement or Rule
144 shall not be included in the calculation of Majority Holders.  







	 	        “Note” has
the meaning set forth in the Securities Purchase Agreement.  







	 	        “Proceeding” means
an action, claim, suit, investigation or proceeding (including, without limitation, an
investigation or partial proceeding, such as a deposition), whether commenced or
threatened.  







	 	        “Prospectus” means
the prospectus included in the Registration Statement (including, without limitation, a
prospectus that includes any information previously omitted from a prospectus filed as
part of an effective registration statement in reliance upon Rule 430A promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable Securities covered
by the Registration Statement, and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated by
reference or deemed to be incorporated by reference in such Prospectus.  







	 	        “Registrable
Securities” means the shares of Ordinary Shares issued upon the conversion of
the Note and issuable upon exercise of the Warrant.  







	 	        “Registration
Statement” means each registration statement required to be filed hereunder,
including the Prospectus, amendments and supplements to such registration statement or
Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all
material incorporated by reference or deemed to be incorporated by reference in such
registration statement.  







	 	        “Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such Rule.  







	 	        “Rule
415” means Rule 415 promulgated by the Commission pursuant to the Securities
Act, as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the Commission having substantially the same effect as such Rule.  







	 	        “Securities
Act” means the Securities Act of 1933, as amended, and any successor statute.  







2







	 	        “Trading
Market” means any of the NASD OTC Bulletin Board, NASDAQ SmallCap Market, the
Nasdaq National Market, the American Stock Exchange, the New York Stock Exchange and the
Tel Aviv Stock Exchange.  







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







    2.        All
references in this Agreement to amendments or supplements to the           Registration
Statement, any preliminary Prospectus or Prospectus shall be deemed           to mean and
include the filing of any document under the Exchange Act, after the           date of
such Registration Statement, preliminary Prospectus or Prospectus, as           the case
may be, which is incorporated by reference therein.  



        Registration.  




          	 	(a) 	
               On or prior to the Filing Date the Company shall prepare and file with the
               Commission a Registration Statement covering the Registrable Securities for an
               offering to be made on a continuous basis pursuant to Rule 415. The Registration
               Statement shall be on Form F-3 (except if the Company is not then eligible to
               register for resale the Registrable Securities on Form F-3, in which case such
               registration shall be on another appropriate form in accordance herewith). The
               Company shall cause the Registration Statement to become effective and remain
               effective as provided herein. The Company shall use its reasonable commercial
               efforts to cause the Registration Statement to be declared effective under the
               Securities Act as promptly as possible after the filing thereof, but in any
               event no later than the Effectiveness Date. The Company shall use its reasonable
               commercial efforts to keep the Registration Statement continuously effective
               under the Securities Act until the date which is the earlier date of when (i)
               all Registrable Securities have been sold; (ii) all Registrable Securities may
               be sold by non-Affiliates of the Company immediately without registration under
               the Securities Act and without volume restrictions pursuant to Rule 144(k), as
               determined by the counsel to the Company on the basis of the Holders’
               representations, pursuant to a written opinion letter to such effect, addressed
               and acceptable to the Company’s transfer agent; or (iii) the second
               anniversary of the Closing Date (the “Effectiveness Period”). 


               



3







          	 	(b) 	
               If: (i) the Registration Statement is not filed on or prior to the Filing Date;
               (ii) the Registration Statement is not declared effective by the Commission by
               the Effectiveness Date; (iii) after the Registration Statement is filed with and
               declared effective by the Commission, the Registration Statement ceases to be
               effective (by suspension, excluding a suspension of all trading on the Trading
               Market, or otherwise) as to all Registrable Securities to which it is required
               to relate at any time prior to the expiration of the Effectiveness Period
               (without being succeeded immediately by an additional registration statement
               filed and declared effective) for a period of time which shall exceed 30 days in
               the aggregate per year or more than 20 consecutive calendar days (defined as a
               period of 365 days commencing on the date the Registration Statement is declared
               effective); or (iv) the Ordinary Shares are not listed or quoted on any Trading
               Market, or is suspended from trading on any Trading Market (except for the Tel
               Aviv Stock Exchange) for a period of three (3) consecutive trading days
               (provided the Company shall not have been able to cure such trading suspension
               within 30 days of the notice thereof or list the Ordinary Stock on another
               Trading Market); (any such failure or breach being referred to as an
               “Event,” and for purposes of clause (i) or (ii) the date on which such
               Event occurs, or for purposes of clause (iii) the date which such 30 day or 20
               consecutive day period (as the case may be) is exceeded, or for purposes of
               clause (iv) the date on which such three (3) trading day period is exceeded,
               being referred to as “Event Date”), then until the applicable Event is
               cured, the Company shall pay to each Holder an amount in cash, as liquidated
               damages, equal to 1.0% for each thirty (30) day period (prorated for partial
               periods) on a daily basis of the outstanding principal amount of the Note. While
               such Event continues, such liquidated damages shall be paid not less often than
               each thirty (30) days. Any unpaid liquidated damages as of the date when an
               Event has been cured by the Company shall be paid within seven (7) business days
               following the date on which such Event has been cured by the Company. 


               



	 	(c)  	Within
three business days of the Effectiveness Date, the Company shall cause                its
counsel to issue a blanket opinion in the form attached hereto as Exhibit A,
               to the transfer agent stating that the shares are subject to an effective
               registration statement and can be reissued free of restrictive legend upon
               notice of a sale by Purchaser and confirmation by Purchaser that it has
complied                with the prospectus delivery requirements, provided that the
Company has not                advised the transfer agent orally or in writing that the
opinion has been                withdrawn. Copies of the blanket opinion required by this
Section 2(c) shall be                delivered to Purchaser within the time frame set
forth above.  






    3.        Registration
Procedures. If and whenever the Company is required by the                provisions
hereof to effect the registration of any Registrable Securities under                the
Securities Act, the Company will, by the Filing Date:  



          	 	(a) 	
               prepare and file with the Commission the Registration Statement with respect to
               such Registrable Securities, respond as promptly as possible to any comments
               received from the Commission, and use its reasonable commercial efforts to cause
               the Registration Statement to become and remain effective for the Effectiveness
               Period with respect thereto, and promptly provide to the Purchaser copies of all
               filings and Commission letters of comment relating thereto; 


               



          	 	(b) 	
               prepare and file with the Commission such amendments and supplements to the
               Registration Statement and the Prospectus used in connection therewith as may be
               necessary to comply with the provisions of the Securities Act with respect to
               the disposition of all Registrable Securities covered by the Registration
               Statement and to keep such Registration Statement effective until the expiration
               of the Effectiveness Period; 


               



          	 	(c) 	
               furnish to the Purchaser such number of copies of the Registration Statement and
               the Prospectus included therein (including each preliminary Prospectus) as the
               Purchaser reasonably may request to facilitate the public sale or disposition of
               the Registrable Securities covered by the Registration Statement; 


               



4







          	 	(d) 	
               use its commercially reasonable efforts to register or qualify the
               Purchaser’s Registrable Securities covered by the Registration Statement
               under the securities or “blue sky” laws of such jurisdictions within
               the United States as the Purchaser may reasonably request, provided, however,
               that the Company shall not for any such purpose be required to qualify generally
               to transact business as a foreign corporation in any jurisdiction where it is
               not so qualified or to consent to general service of process in any such
               jurisdiction; 


               



          	 	(e) 	
               list the Registrable Securities covered by the Registration Statement with any
               securities exchange on which the Ordinary Shares of the Company are then listed; 


               



          	 	(f) 	
               immediately notify the Purchaser at any time when a Prospectus relating thereto
               is required to be delivered under the Securities Act, of the happening of any
               event, of which the Company has knowledge, as a result of which the Prospectus
               contained in such Registration Statement, as then in effect, includes an untrue
               statement of a material fact or omits to state a material fact required to be
               stated therein or necessary to make the statements therein not misleading in
               light of the circumstances then existing; and 


               



          	 	(g) 	
               make available for inspection by the Purchaser and any attorney, accountant or
               other agent retained by the Purchaser, all relevant publicly available,
               non-confidential financial and other records, pertinent corporate documents and
               properties of the Company as is customary for due diligence examinations in
               connection with public offerings, and cause the Company’s officers,
               directors and employees to supply all such relevant publicly available
               non-confidential information reasonably requested by the attorney, accountant or
               agent of the Purchaser. 


               



    4.        Registration
Expenses. All expenses relating to the Company’s                compliance with
Sections 2 and 3 hereof, including, without limitation, all                registration
and filing fees, printing expenses, fees and disbursements of                counsel and
independent public accountants for the Company, fees and expenses
               (including reasonable counsel fees) incurred in connection with complying
with                state securities or “blue sky” laws, fees of the NASD,
transfer taxes,                fees of transfer agents and registrars, fees of, and
disbursements incurred by,                one counsel for the Holders (to the extent such
counsel is required due to                Company’s failure to meet any of its
obligations hereunder), are called                “Registration Expenses”. All
selling commissions applicable to the                sale of Registrable Securities,
including any fees and disbursements of any                special counsel to the Holders
beyond those included in Registration Expenses,                are called “Selling
Expenses.” The Company shall only be responsible                for all Registration
Expenses and not for any Selling Expenses.  



5







    5.        Indemnification.  



          	 	(a) 	
               In the event of a registration of any Registrable Securities under the
               Securities Act pursuant to this Agreement, the Company will indemnify and hold
               harmless the Purchaser, and its officers, directors and each other person, if
               any, who controls the Purchaser within the meaning of the Securities Act,
               against any losses, claims, damages or liabilities, joint or several, to which
               the Purchaser, or such persons may become subject under the Securities Act or
               otherwise, insofar as such losses, claims, damages or liabilities (or actions in
               respect thereof) arise out of or are based upon any untrue statement or alleged
               untrue statement of any material fact contained in any Registration Statement
               under which such Registrable Securities were registered under the Securities Act
               pursuant to this Agreement, any preliminary Prospectus or final Prospectus
               contained therein, or any amendment or supplement thereof, or arise out of or
               are based upon the omission or alleged omission to state therein a material fact
               required to be stated therein or necessary to make the statements therein not
               misleading, and will reimburse the Purchaser, and each such person for any
               reasonable legal or other expenses incurred by them in connection with
               investigating or defending any such loss, claim, damage, liability or action;
               provided, however, that the Company will not be liable in any such case if and
               to the extent that any such loss, claim, damage or liability arises out of or is
               based upon (A) any untrue statement or alleged untrue statement or omission or
               alleged omission so made in conformity with information furnished by or on
               behalf of the Purchaser or any such person in writing specifically for use in
               any such document; (B) use of the Registration Statement or the related
               Prospectus following a Discontinuation Event, provided Purchaser received prior
               notice of such Discontinuation Event; or (C) if the Purchaser fails to deliver a
               Prospectus, as then amended or supplemented, provided that the Company shall
               have delivered to the Purchaser such Prospectus. 


               



	 	
Notwithstanding
the foregoing, the Company shall not be liable for any losses, claims, damages or
liabilities by reason of any compromise, consent to entry of judgment, or settlement
effected without the Company’s prior written consent, which consent shall not be
unreasonably withheld or conditioned. 






6







          	 	(b) 	
               In the event of a registration of the Registrable Securities under the
               Securities Act pursuant to this Agreement, the Purchaser will indemnify and hold
               harmless the Company, and its officers, directors and each other person, if any,
               who controls the Company within the meaning of the Securities Act, against all
               losses, claims, damages or liabilities, joint or several, to which the Company
               or such persons may become subject under the Securities Act or otherwise,
               insofar as such losses, claims, damages or liabilities (or actions in respect
               thereof) arise out of or are based upon any untrue statement or alleged untrue
               statement of any material fact which was furnished in writing by the Purchaser
               to the Company expressly for use in (and such information is contained in) the
               Registration Statement under which such Registrable Securities were registered
               under the Securities Act pursuant to this Agreement, any preliminary Prospectus
               or final Prospectus contained therein, or any amendment or supplement thereof,
               or arise out of or are based upon the omission or alleged omission to state
               therein a material fact required to be stated therein or necessary to make the
               statements therein not misleading, and will reimburse the Company and each such
               person for any reasonable legal or other expenses incurred by them in connection
               with investigating or defending any such loss, claim, damage, liability or
               action, provided, however, that the Purchaser will be liable in any such case if
               and only to the extent that any such loss, claim, damage or liability arises out
               of or is based upon an untrue statement or alleged untrue statement or omission
               or alleged omission so made in conformity with information furnished in writing
               to the Company by or on behalf of the Purchaser specifically for use in any such
               document. Notwithstanding the provisions of this paragraph, the Purchaser shall
               not be required to indemnify any person or entity in excess of the amount of the
               aggregate net proceeds received by the Purchaser in respect of Registrable
               Securities in connection with any such registration under the Securities Act. 


               



          	 	(c) 	
               Promptly after receipt by a party entitled to claim indemnification hereunder
               (an “Indemnified Party”) of notice of the commencement of any action,
               such Indemnified Party shall, if a claim for indemnification in respect thereof
               is to be made against a party hereto obligated to indemnify such Indemnified
               Party (an “Indemnifying Party”), notify the Indemnifying Party in
               writing thereof, but the omission so to notify the Indemnifying Party shall not
               relieve it from any liability which it may have to such Indemnified Party other
               than under this Section 5(c) and shall only relieve it from any liability which
               it may have to such Indemnified Party under this Section 5(c) if and to the
               extent the Indemnifying Party is substantially prejudiced by such omission. In
               case any such action shall be brought against any Indemnified Party and it shall
               notify the Indemnifying Party of the commencement thereof, the Indemnifying
               Party shall be entitled to participate in and, to the extent it shall wish, to
               assume and undertake the defense thereof with counsel satisfactory to such
               Indemnified Party, and, after notice from the Indemnifying Party to such
               Indemnified Party of its election so to assume and undertake the defense
               thereof, the Indemnifying Party shall not be liable to such Indemnified Party
               under this Section 5(c) for any legal expenses subsequently incurred by such
               Indemnified Party in connection with the defense thereof; if the Indemnified
               Party retains its own counsel, then the Indemnified Party shall pay all fees,
               costs and expenses of such counsel, provided, however, that, if the defendants
               in any such action include both the indemnified party and the Indemnifying Party
               and the Indemnified Party shall have reasonably concluded that there may be
               reasonable defenses available to it which are different from or additional to
               those available to the Indemnifying Party or if the interests of the Indemnified
               Party reasonably may be deemed to conflict with the interests of the
               Indemnifying Party, the Indemnified Party shall have the right to select one
               separate counsel and to assume such legal defenses and otherwise to participate
               in the defense of such action, with the reasonable expenses and fees of such
               separate counsel and other expenses related to such participation to be
               reimbursed by the Indemnifying Party as incurred. 


               



7







          	 	(d) 	
               In order to provide for just and equitable contribution in the event of joint
               liability under the Securities Act in any case in which that an Indemnified
               Party or any officer, director or controlling person thereof, makes a claim for
               indemnification pursuant to this Section 5 but it is judicially determined (by
               the entry of a final judgment or decree by a court of competent jurisdiction and
               the expiration of time to appeal or the denial of the last right of appeal) that
               such indemnification may not be enforced, notwithstanding the fact that this
               Section 5 provides for indemnification in such case, then the Indemnifying Party
               will contribute to the aggregate losses, claims, damages or liabilities to which
               it may be subject (after contribution from others) in such proportion as is
               appropriate to reflect the relative fault of the Indemnifying Party and the
               relative fault of the Indemnified Party as well as any other relevant equitable
               considerations. Relative fault shall be determined by reference to, among other
               things, whether any untrue statement or omission or alleged untrue statement of
               a material fact or the omission to state a material fact relates to information
               provided by the Indemnifying Party or the Indemnified Party, and the
               parties’ relative intent, knowledge, access to information and opportunity
               to correct or prevent such statement or omission. Notwithstanding the foregoing,
               no person or entity guilty of fraudulent misrepresentation (within the meaning
               of Section 11(f) of the Securities Act) will be entitled to contribution from
               any person or entity who was not guilty of such fraudulent misrepresentation. 


               



          	 	(e) 	
               The provisions of this Section 5 will remain in full force and effect and
               survive the sale by the Purchaser of the Registrable Securities covered by the
               Registration Statement. 


               



    6.        [Reserved].  



    7.        Miscellaneous.  



          	 	(a) 	
               Remedies. In the event of a breach by the Company or by a Holder, of any
               of their respective obligations under this Agreement, each Holder or the
               Company, as the case may be, in addition to being entitled to exercise all
               rights granted by law and under this Agreement, including recovery of damages,
               will be entitled to specific performance of its rights under this Agreement. 


               



          	 	(b) 	
               No Piggyback on Registrations. Except as and to the extent specified in
               Schedule 7(b) hereto, neither the Company nor any of its security holders (other
               than the Holders in such capacity pursuant hereto) may, without the consent of
               the Holder, which consent shall not be unreasonably withheld, include securities
               of the Company in any Registration Statement other than the Registrable
               Securities, and the Company shall not after the date hereof enter into any
               agreement providing any such right for inclusion of shares in the Registration
               Statement to any of its security holders. Except as and to the extent specified
               in Schedule 7(b) hereto, the Company has not previously entered into any
               agreement granting any registration rights with respect to any of its securities
               to any person that have not been fully satisfied. 


               



8







          	 	(c) 	
               Compliance. Each Holder covenants and agrees that it will comply with the
               prospectus delivery requirements of the Securities Act as applicable to it in
               connection with sales of Registrable Securities pursuant to the Registration
               Statement. 


               



          	 	(d) 	
               Discontinued Disposition. Each Holder agrees by its acquisition of such
               Registrable Securities that, upon receipt of a notice from the Company of the
               occurrence of a Discontinuation Event (as defined below), such Holder will
               forthwith discontinue disposition of such Registrable Securities under the
               applicable Registration Statement until such Holder’s receipt of the copies
               of the supplemented Prospectus and/or amended Registration Statement or until it
               is advised in writing by the Company that the use of the applicable Prospectus
               may be resumed, and, in either case, has received copies of any additional or
               supplemental filings that are incorporated or deemed to be incorporated by
               reference in such Prospectus or Registration Statement. The Company may provide
               appropriate stop orders to enforce the provisions of this paragraph. For
               purposes of this Section 7(d), a “Discontinuation Event” shall mean
               (i) when the Commission notifies the Company whether there will be a
               “review” of such Registration Statement and whenever the Commission
               comments in writing on such Registration Statement (the Company shall provide
               true and complete copies thereof and all written responses thereto to each of
               the Holders); (ii) any request by the Commission or any other Federal or state
               governmental authority for amendments or supplements to such Registration
               Statement or Prospectus or for additional information; (iii) the issuance by the
               Commission of any stop order suspending the effectiveness of such Registration
               Statement covering any or all of the Registrable Securities or the initiation of
               any Proceedings for that purpose; (iv) the receipt by the Company of any
               notification with respect to the suspension of the qualification or exemption
               from qualification of any of the Registrable Securities for sale in any
               jurisdiction, or the initiation or threatening of any Proceeding for such
               purpose; (v) the occurrence of any event or passage of time that makes the
               financial statements included in such Registration Statement ineligible for
               inclusion therein or any statement made in such Registration Statement or
               Prospectus or any document incorporated or deemed to be incorporated therein by
               reference untrue in any material respect or that requires any revisions to such
               Registration Statement, Prospectus or other documents so that, in the case of
               such Registration Statement or Prospectus, as the case may be, it will not
               contain any untrue statement of a material fact or omit to state any material
               fact required to be stated therein or necessary to make the statements therein,
               in light of the circumstances under which they were made, not misleading; 


               



9







          	 	(e) 	
               Piggy-Back Registrations. If at any time during the Effectiveness Period
               there is not an effective Registration Statement covering all of the Registrable
               Securities and the Company shall determine to prepare and file with the
               Commission a registration statement relating to an offering for its own account
               or the account of others under the Securities Act of any of its equity
               securities, other than on Form F-4 or Form S-8 (each as promulgated under the
               Securities Act) or their then equivalents relating to equity securities to be
               issued solely in connection with any acquisition of any entity or business or
               equity securities issuable in connection with stock option or other employee
               benefit plans, then the Company shall send to each Holder written notice of such
               determination and, if within fifteen (15) days after receipt of such notice, any
               such Holder shall so request in writing, the Company shall include in such
               registration statement all or any part of such Registrable Securities such
               holder requests to be registered to the extent the Company may do so without
               violating registration rights of others which exist as of the date of this
               Agreement, subject to customary underwriter cutbacks applicable to all holders
               of registration rights and subject to obtaining the consent of any selling
               stockholder(s) to such inclusion under such registration statement. 


               



          	 	(f) 	
               Amendments and Waivers. The provisions of this Agreement, including the
               provisions of this sentence, may not be amended, modified or supplemented, and
               waivers or consents to departures from the provisions hereof may not be given,
               unless the same shall be in writing and signed by the Company and the Majority
               Holders. Notwithstanding the foregoing, a waiver or consent to depart from the
               provisions hereof with respect to a matter that relates exclusively to the
               rights of certain Holders and that does not directly or indirectly affect the
               rights of other Holders may be given by Holders of at least a majority of the
               Registrable Securities to which such waiver or consent relates; provided,
               however, that the provisions of this sentence may not be amended, modified, or
               supplemented except in accordance with the provisions of the immediately
               preceding sentence. 


               



          	 	(g) 	
               Notices. Any notice or request hereunder may be given to the Company or
               the Purchaser at the respective addresses set forth below or as may hereafter be
               specified in a notice designated as a change of address under this Section 7(g).
               Any notice or request hereunder shall be given by registered or certified mail,
               return receipt requested, hand delivery, overnight mail, Federal Express or
               other national overnight next day carrier (collectively, “Courier”) or
               telecopy (confirmed by mail). Notices and requests shall be, in the case of
               those by hand delivery, deemed to have been given when delivered to any party to
               whom it is addressed, in the case of those by mail or overnight mail, deemed to
               have been given five (5) business days after the date when deposited in the mail
               or three (3) business days after the date when deposited with the overnight mail
               carrier, in the case of a Courier, the two (2) business days following timely
               delivery of the package with the Courier, and, in the case of a telecopy, when
               confirmed. The address for such notices and communications shall be as follows: 


               




	 	If to the Company:  	B.O.S. Better On-Line Solutions Ltd.

To the address set forth under the Company's
 name on
the signature page hereto. 






10







	 	
with a copy to: 

Amit, Pollak, Matalon & Ben-Naftali, Erez & Co. 

NYP Tower, 17 Yitzhak Sadeh Street, 19th Floor 

Tel Aviv 67775 

Attention: Shlomo Landress, Esq. 



Facsimile: (972) 3 561-3620









	 	If to a Purchaser:  	To the address set forth under Purchaser's name on the
signature page hereto. 










	 	If to any other person who is

then the registered Holder:
	To the address of such Holder as it appears in the
stock transfer books of the Company








	 	
or
such other address as may be designated in writing hereafter in accordance with this
Section 7(g) by such person. 






          	 	(h) 	
               Successors and Assigns. This Agreement shall inure to the benefit of and
               be binding upon the successors and permitted assigns of each of the parties and
               shall inure to the benefit of each Holder. The Company may not assign its rights
               or obligations hereunder without the prior written consent of each Holder. Each
               Holder may assign their respective rights hereunder in the manner and to the
               persons as permitted under the Note and the Securities Purchase Agreement with
               the prior written consent of the Company, which consent shall not be
               unreasonably withheld. 


               



          	 	(i) 	
               Execution and Counterparts. This Agreement may be executed in any number
               of counterparts, each of which when so executed shall be deemed to be an
               original and, all of which taken together shall constitute one and the same
               Agreement. In the event that any signature is delivered by facsimile
               transmission, such signature shall create a valid binding obligation of the
               party executing (or on whose behalf such signature is executed) the same with
               the same force and effect as if such facsimile signature were the original
               thereof. 


               



11







          	 	(j) 	
               Governing Law. All questions concerning the construction, validity,
               enforcement and interpretation of this Agreement shall be governed by and
               construed and enforced in accordance with the internal laws of the State of New
               York, without regard to the principles of conflicts of law thereof. Each party
               agrees that all Proceedings concerning the interpretations, enforcement and
               defense of the transactions contemplated by this Agreement shall be commenced
               exclusively in the state and federal courts sitting in the City of New York,
               Borough of Manhattan. Each party hereto hereby irrevocably submits to the
               exclusive jurisdiction of the state and federal courts sitting in the City of
               New York, Borough of Manhattan for the adjudication of any dispute hereunder or
               in connection herewith or with any transaction contemplated hereby or discussed
               herein, and hereby irrevocably waives, and agrees not to assert in any
               Proceeding, any claim that it is not personally subject to the jurisdiction of
               any such court, that such Proceeding is improper. Each party hereto hereby
               irrevocably waives personal service of process and consents to process being
               served in any such Proceeding by mailing a copy thereof via registered or
               certified mail or overnight delivery (with evidence of delivery) to such party
               at the address in effect for notices to it under this Agreement and agrees that
               such service shall constitute good and sufficient service of process and notice
               thereof. Nothing contained herein shall be deemed to limit in any way any right
               to serve process in any manner permitted by law. Each party hereto hereby
               irrevocably waives, to the fullest extent permitted by applicable law, any and
               all right to trial by jury in any legal proceeding arising out of or relating to
               this Agreement or the transactions contemplated hereby. If either party shall
               commence a Proceeding to enforce any provisions hereunder, then the prevailing
               party in such Proceeding shall be reimbursed by the other party for its
               reasonable attorneys fees and other costs and expenses incurred with the
               investigation, preparation and prosecution of such Proceeding. 


               



          	 	(k) 	
               Cumulative Remedies. The remedies provided herein are cumulative and not
               exclusive of any remedies provided by law. 


               



          	 	(l) 	
               Severability. If any term, provision, covenant or restriction of this
               Agreement is held by a court of competent jurisdiction to be invalid, illegal,
               void or unenforceable, the remainder of the terms, provisions, covenants and
               restrictions set forth herein shall remain in full force and effect and shall in
               no way be affected, impaired or invalidated, and the parties hereto shall use
               their reasonable efforts to find and employ an alternative means to achieve the
               same or substantially the same result as that contemplated by such term,
               provision, covenant or restriction. It is hereby stipulated and declared to be
               the intention of the parties that they would have executed the remaining terms,
               provisions, covenants and restrictions without including any of such that may be
               hereafter declared invalid, illegal, void or unenforceable. 


               



          	 	(m) 	
               Headings. The headings in this Agreement are for convenience of reference
               only and shall not limit or otherwise affect the meaning hereof. 


               



[BALANCE OF PAGE
INTENTIONALLY LEFT BLANK; 

SIGNATURE PAGE FOLLOWS] 



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        IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the
date first written above. 





	B.O.S. BETTER ON-LINE SOLUTIONS LTD.
	 	LAURUS MASTER FUND, LTD.

	 			 		
	 			 		
	By:	_____________________________________	 	By:	_____________________________________
	Name:	Adiv Baruch	Nehemia Kaufman	 	Name:	_____________________________________
	Title:	CFO	CFO	  	Title:	_____________________________________







	Address for Notices: 
	Address for Notices: 

	 	
	Beit Rabin, 100 BOS Road
	825 Third Avenue - 14th Floor

	Teradyon Industrial Park, Misgav 20179 Israel
	New York, NY  10022

	Attention:
	Nehemia Kaufman, CFO
	Attention:
	David Grin

	Facsimile:
	(972) 4 999-0334
	Facsimile:
	212-541-4434







13








EXHIBIT A 



[Month __, 200_] 



[Transfer Agent] 



	 	Re: 	B.O.S.
Better On-line Solutions Ltd.  Registration Statement on
Form [F-3] 	 
	 	 	
	 










        Ladies
and Gentlemen:  




        As
counsel to [company name], an Israeli corporation (the “Company”), we have been
requested to render our opinion to you in connection with the resale by the individuals or
entitles listed on Schedule A attached hereto (the “Selling Shareholders”), of
an aggregate of [amount] shares (the “Shares”) of the Company’s Ordinary
Shares. 



        A
Registration Statement on Form [F-3] under the Securities Act of 1933, as amended (the
“Act”), with respect to the resale of the Shares was declared effective by the
Securities and Exchange Commission on [date]. Enclosed is the Prospectus dated [date]. We
understand that the Shares are to be offered and sold in the manner described in the
Prospectus. 



        Based
upon the foregoing, upon request by the Selling Shareholders at any time while the
registration statement remains effective, it is our opinion that the Shares have been
registered for resale under the Act and new certificates evidencing the Shares upon their
transfer or re-registration by the Selling Shareholders may be issued without restrictive
legend. The Company will advise you if the registration statement is not available or
effective at any point in the future. 



Very truly yours,




[Company counsel]




Schedule A 






			
	Selling Shareholder 		Shares

Being Offered 






14