Exhibit 4.2


     

    
      

    


    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. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL,
      IN A
      GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT
      OR
      (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.
      NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION
      WITH
      A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY
      THE
      SECURITIES.

    


    


    AROTECH
      CORPORATION

    


    Warrant
      To Purchase Common Stock

    


    


    Warrant
      No.:  RL-5 

    Number
      of
      Shares of Common Stock: 577,812

    Date
      of
      Issuance: April 11, 2006 (“Issuance
      Date”)

    


    


    AROTECH
      CORPORATION, a Delaware corporation (the “Company”),
      hereby certifies that, for good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, MAINFIELD ENTERPRISES, INC.,
      the
      registered holder hereof (the “Investor”)
      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, at any time or times
      on or
      after the date hereof, (the “Initial
      Exercise Date”),
      but
      not after 11:59 p.m., New York Time, on the Expiration Date (as defined below),
      five hundred seventy-seven thousand eight hundred twelve (577,812) fully paid
      nonassessable shares of Common Stock (as defined below) (the
      “Warrant
      Shares”).
      Except as otherwise defined herein, capitalized terms in this Warrant shall
      have
      the meanings set forth in Section 15. This Warrant (including all Warrants
      issued in exchange, transfer or replacement hereof, the “Warrants”)
      is one
      of the Warrants to purchase Common Stock (the “Amendment
      Warrants”)
      issued
      or that may be issued pursuant to one or more amendment agreements
      (collectively, the “Amendment
      Agreements”)
      entered into or that may be entered into between the Company and the Buyers
      (collectively, the “Buyers”)
      under
      that certain Securities Purchase Agreement dated as of September 29, 2005,
      including an amendment agreement with the Holder, dated as of April 11, 2006
      (the “Subscription
      Date”).

     

    1.  EXERCISE
      OF WARRANT.

     

     

    (a)  Mechanics
      of Exercise.
      Subject
      to the terms and conditions hereof (including, without limitation, the
      limitations set forth in Section 1(g)), this Warrant may be

     

     

    
      
        
           


      

      
         

        
          

        

      

      
         

      

    

    exercised
      by the Holder on any day from and after the Initial Exercise Date, in whole
      or
      in part, by (i) delivery of a written notice, in the form attached hereto
      as Exhibit
      I
      (the
“Exercise
      Notice”),
      of
      the Holder’s election to exercise this Warrant and (ii) (A) 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 or (B) by notifying the
      Company that this Warrant is being exercised pursuant to a Cashless Exercise
      (as
      defined in Section 1(d)) by delivery of a written notice, in the form attached
      hereto as Exhibit
      II.
      The
      date the Exercise Notice and the Aggregate Exercise Price (or notice of a
      Cashless Exercise) are delivered to the Company (as determined in accordance
      with the notice provisions hereof) is an “Exercise
      Date”.
      The
      Holder shall not be required to deliver the original Warrant in order to effect
      an exercise hereunder. 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 Exercise Date, the Company shall transmit
      by
      facsimile an acknowledgment of confirmation of receipt of the Exercise Notice
      and the Aggregate Exercise Price to the Holder and the Company’s transfer agent
      (the “Transfer
      Agent”).
      On or
      before the third Business Day following the Exercise Date, the Company shall
      direct the Transfer Agent to credit through The Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer Program, such aggregate number of shares of Common
      Stock 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. On the Exercise Date, 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. Upon surrender
      of this Warrant to the Company following one or more partial exercises, the
      Company shall as soon as practicable and in no event later than three Business
      Days after receipt of the Warrant and at its own expense, issue a new Warrant
      (in accordance with Section 7(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 shares of Common Stock are to be issued upon the
      exercise of this Warrant, but rather the number of shares of Common Stock to
      be
      issued shall be rounded up 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. In the event that the Company
      is unable to electronically deliver the Warrant Shares because of applicable
      securities laws, then the Company shall issue and deliver 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 shares of Common Stock to which the
      holder of this Warrant is entitled pursuant to such exercise.

     

     

    (b)  Exercise
      Price.
      For
      purposes of this Warrant, “Exercise
      Price”
means
      $0.594, subject to adjustment as provided herein.

     

     

    (c)  Company’s
      Failure to Timely Deliver Shares.
      Subject
      to Section 1(g), if the Company shall fail for any reason or for no reason
      within three Business Days of the Exercise Date to credit the Holder’s balance
      account with DTC for such number of shares of Common Stock to which the Holder
      is entitled upon the Holder’s exercise of this Warrant, and if

     


    
      
        
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    after
      such third Business Day the Holder purchases (in an open market transaction
      or
      otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
      Holder of the Warrant Shares that the Holder anticipated receiving from the
      Company (a “Buy-In”),
      then
      the Company shall, within three Business Days after the Holder’s request and in
      the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to
      the Holder’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased (the “Buy-In
      Price”),
      at
      which point the Company’s obligation to issue such shares of Common Stock shall
      terminate, or (ii) promptly honor its obligation to credit to the Holder such
      shares of Common Stock and pay cash to the Holder in an amount equal to the
      excess (if any) of the Buy-In Price over the product of (A) such number of
      shares of Common Stock, times (B) the Closing Sale Price on the date of the
      event giving rise to the Company’s obligation to deliver such certificate.
      Subject to Section 1(g), if the Company shall fail for any reason or for no
      reason within three Business Days of the Exercise Date to credit the Holder’s
      balance account with DTC for such number of shares of Common Stock to which
      the
      Holder is entitled upon the Holder’s exercise of this Warrant, then the Holder
      will have the right to rescind such exercise. 

     

     

    (d)  Cashless
      Exercise.
       Notwithstanding
      anything contained herein to the contrary, if at any time during the period
      commencing ten (10) Business Days prior to the Holder’s delivery of an Exercise
      Notice and ending on the day of delivery of the Exercise Notice, the
      Registration Statement (as defined in the Registration Rights Agreement)
      covering the Warrant Shares that are the subject of the Exercise Notice (the
      “Unavailable
      Warrant Shares”)
      is not
      available for the resale of such Unavailable Warrant Shares, the Holder may,
      in
      its sole discretion, exercise this Warrant in whole or in part and, in lieu
      of
      making the cash payment otherwise contemplated to be made to the Company upon
      such exercise in payment of the Aggregate Exercise Price, elect instead to
      receive upon such exercise the “Net Number” of shares of Common Stock determined
      according to the following formula (a “Cashless
      Exercise”):

     

    Net
      Number = (A
      x
      B) - (A x C)

     

    B

     

    For
      purposes of the foregoing formula:

     

    A=
      the
      total number of shares with respect to which this Warrant is then being
      exercised.

     

    B=
      the
      Closing Sale Price of the shares of Common Stock (as reported by Bloomberg)
      on
      the date immediately preceding the date of the Exercise Notice.

     

    C=
      the
      Exercise Price then in effect for the applicable Warrant Shares at the time
      of
      such exercise.

     

     

    (e)  Absolute
      and Unconditional Obligation.
      The
      Company’s obligations to issue and deliver Warrant Shares in accordance with the
      terms hereof are absolute and unconditional, irrespective of any action or
      inaction by the Holder to enforce the same, the recovery of any judgment against
      any Person or any action to enforce the same, or any setoff,

     


    
      
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    counterclaim,
      recoupment, limitation or termination, or any breach or alleged breach by the
      Holder or any other Person of any obligation to the Company or any violation
      or
      alleged violation of law by the Holder or any other Person. Nothing herein
      shall
      limit the Holder’s right to pursue any other remedies available to it hereunder,
      at law or in equity, including, without limitation, a decree of specific
      performance and/or injunctive relief with respect to the Company’s failure to
      timely deliver certificates representing Warrant Shares upon exercise of the
      Warrant as required pursuant to the terms hereof.

     

     

    (f)  Disputes.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall promptly issue
      to the Holder the number of Warrant Shares that are not disputed and resolve
      such dispute in accordance with Section 12.

     

    	(g)  	
            Limitations
              on Exercises

          


     

    (i) Beneficial
      Ownership.
      The
      Company shall not effect the exercise of this Warrant, and the Holder shall
      not
      have the right to exercise this Warrant, to the extent that after giving effect
      to such exercise, such Person (together with such Person’s affiliates) would
      beneficially own in excess of 4.99% of the shares of Common Stock outstanding
      immediately after giving effect to such exercise. For purposes of the foregoing
      sentence, the aggregate number of shares of Common Stock beneficially owned
      by
      such Person and its affiliates shall include the number of shares of Common
      Stock issuable upon exercise of this Warrant with respect to which the
      determination of such sentence is being made, but shall exclude shares of Common
      Stock which would be issuable upon (i) exercise of the remaining, unexercised
      portion of this Warrant beneficially owned by such Person and its affiliates
      and
      (ii) exercise or conversion of the unexercised or unconverted portion of any
      other securities of the Company beneficially owned by such Person and its
      affiliates (including, without limitation, any convertible notes, convertible
      debentures, convertible preferred stock or warrants) subject to a limitation
      on
      conversion or exercise analogous to the limitation contained herein. Except
      as
      set forth in the preceding sentence, for purposes of this paragraph, beneficial
      ownership shall be calculated in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended. For purposes of this Warrant, in determining
      the number of outstanding shares of Common Stock, the Holder may rely on the
      number of outstanding shares of Common Stock as reflected in (1) the Company’s
      most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public
      filing with the Securities and Exchange Commission, as the case may be, (2)
      a
      more recent public announcement by the Company or (3) any other notice by the
      Company or the Transfer Agent setting forth the number of shares of Common
      Stock
      outstanding. For any reason at any time, upon the written or oral request of
      the
      Holder, the Company shall within two Business Days confirm orally and in writing
      to the Holder the number of shares of Common Stock then outstanding. In any
      case, the number of outstanding shares of Common Stock shall be determined
      after
      giving effect to the conversion or exercise of securities of the Company,
      including the Amendment Warrants, by the Holder and its affiliates since the
      date as of which such number of outstanding shares of Common Stock was
      reported.

     

    (ii) Principal
      Market Regulation.
      The
      Company shall not be obligated to issue any shares of Common Stock upon exercise
      of this Warrant if the issuance of such shares of Common Stock would exceed
      that
      number of shares of Common Stock which the

     


    
      
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    Company
      may issue upon exercise of this Warrant without breaching the Company’s
      obligations under the rules or regulations of the Principal Market (the
“Exchange
      Cap”),
      except that such limitation shall not apply in the event that the Company
      obtains the approval of its stockholders as required by the applicable rules
      of
      the Principal Market for issuances of shares of Common Stock in excess of such
      amount. Until such approval is obtained, no Buyer shall be issued, upon exercise
      or conversion, as applicable, of any Amendment Warrants, shares of Common Stock
      in an amount greater than the product of the Exchange Cap multiplied by a
      fraction, the numerator of which is the total number of shares of Common Stock
      underlying the Amendment Warrants issued to such Buyer pursuant to the Amendment
      Agreements on the Subscription Date and the denominator of which is the
      aggregate number of shares of Common Stock underlying all the Warrants issued
      to
      the Buyers pursuant to the Amendment Agreements on the Subscription Date (with
      respect to each Buyer, the “Exchange
      Cap Allocation”).
      In
      the event that any Buyer shall sell or otherwise transfer any of such Buyer’s
      Amendment Warrants, the transferee shall be allocated a pro rata portion of
      such
      Buyer’s Exchange Cap Allocation, and the restrictions of the prior sentence
      shall apply to such transferee with respect to the portion of the Exchange
      Cap
      Allocation allocated to such transferee. In the event that any holder of
      Amendment Warrants shall exercise all of such holder’s Amendment Warrants into a
      number of shares of Common Stock which, in the aggregate, is less than such
      holder’s Exchange Cap Allocation, then the difference between such holder’s
      Exchange Cap Allocation and the number of shares of Common Stock actually issued
      to such holder shall be allocated to the respective Exchange Cap Allocations
      of
      the remaining holders of Amendment Warrants on a pro rata basis in proportion
      to
      the shares of Common Stock underlying the Amendment Warrants then held by each
      such holder. In the event that the Company is prohibited from issuing any
      Warrant Shares for which an Exercise Notice has been received as a result of
      the
      operation of this Section 1(f)(ii), the Company shall pay cash in exchange
      for
      cancellation of such Warrant Shares, at a price per Warrant Share equal to
      the
      difference between the Closing Sale Price and the Exercise Price as of the
      date
      of the attempted exercise.

     

     

    2.  ADJUSTMENT
      UPON SUBDIVISION OR COMBINATION OF SHARES OF COMMON STOCK.
      If the
      Company at any time on or after the Subscription Date subdivides (by any stock
      split, stock dividend, recapitalization or otherwise) one or more classes of
      its
      outstanding shares of Common Stock 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 on or after the Subscription Date combines (by
      combination, reverse stock split or otherwise) one or more classes of its
      outstanding shares of Common Stock 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(a) shall become effective at the close
      of
      business on the date the subdivision or combination becomes
      effective.

     

     

    3.  RIGHTS
      UPON DISTRIBUTION OF ASSETS.
      If the
      Company shall declare or make any dividend or other distribution of its assets
      (or rights to acquire its assets) to holders of shares of Common Stock, by
      way
      of return of capital or otherwise (including, without limitation, any
      distribution of cash, stock or other securities, property or options by way
      of
      a

     


    
      
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    dividend,
      spin off, reclassification, corporate rearrangement or other similar
      transaction) (a “Distribution”),
      at
      any time after the issuance of this Warrant, then, in each such
      case:

     

    (a)  any
      Exercise Price in effect immediately prior to the close of business on the
      record date fixed for the determination of holders of shares of Common Stock
      entitled to receive the Distribution shall be reduced, effective as of the
      close
      of business on such record date, to a price determined by multiplying such
      Exercise Price by a fraction of which (i) the numerator shall be the Closing
      Bid
      Price of the shares of Common Stock on the trading day immediately preceding
      such record date minus the value of the Distribution (as determined in good
      faith by the Company’s Board of Directors) applicable to one share of Common
      Stock, and (ii) the denominator shall be the Closing Bid Price of the shares
      of
      Common Stock on the trading day immediately preceding such record date;
      and

     

    (b)  the
      number of Warrant Shares shall be increased to a number of shares equal to
      the
      number of shares of Common Stock obtainable immediately prior to the close
      of
      business on the record date fixed for the determination of holders of shares
      of
      Common Stock entitled to receive the Distribution multiplied by the reciprocal
      of the fraction set forth in the immediately preceding paragraph (a); provided
      that in the event that the Distribution is of shares of Common Stock (or common
      stock) (“Other
      Shares of Common Stock”)
      of a
      company whose common shares are traded on a national securities exchange or
      a
      national automated quotation system, then the Holder may elect to receive a
      warrant to purchase Other Shares of Common Stock in lieu of an increase in
      the
      number of Warrant Shares, the terms of which shall be identical to those of
      this
      Warrant, except that such warrant shall be exercisable into the number of shares
      of Other Shares of Common Stock that would have been payable to the Holder
      pursuant to the Distribution had the Holder exercised this Warrant immediately
      prior to such record date and with an aggregate exercise price equal to the
      product of the amount by which the exercise price of this Warrant was decreased
      with respect to the Distribution pursuant to the terms of the immediately
      preceding paragraph (a) and the number of Warrant Shares calculated in
      accordance with the first part of this paragraph (b).

     

    4.  PURCHASE
      RIGHTS; FUNDAMENTAL TRANSACTIONS.

     

    (a)  Purchase
      Rights.
      In
      addition to any adjustments pursuant to Section 2 above, if at any time the
      Company grants, issues or sells any Options, Convertible Securities or rights
      to
      purchase stock, warrants, securities or other property pro rata to the record
      holders of any class of shares of Common Stock (the “Purchase
      Rights”),
      then
      the Holder will be entitled to acquire, upon the terms applicable to such
      Purchase Rights, the aggregate Purchase Rights which the Holder could have
      acquired if the Holder had held the number of shares of Common Stock acquirable
      upon complete exercise of this Warrant (without regard to any limitations on
      the
      exercise of this Warrant) immediately before the date on which a record is
      taken
      for the grant, issuance or sale of such Purchase Rights, or, if no such record
      is taken, the date as of which the record holders of shares of Common Stock
      are
      to be determined for the grant, issue or sale of such Purchase
      Rights.

     

    (b)  Fundamental
      Transactions.
      The
      Company shall not enter into or be party to a Fundamental Transaction unless
      (i)  the Successor Entity assumes in writing all of the obligations of the
      Company under this Warrant and the other Transaction Documents in

     


    
      
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    accordance
      with the provisions of this Section (4)(b) pursuant to written agreements in
      form and substance reasonably satisfactory to the Required Holders, including
      agreements to deliver to each holder of Warrants in exchange for such Warrants
      a
      security of the Successor Entity evidenced by a written instrument substantially
      similar in form and substance to this Warrant, including, without limitation,
      an
      adjusted exercise price equal to the value for the shares of Common Stock
      reflected by the terms of such Fundamental Transaction, and exercisable for
      a
      corresponding number of shares of capital stock equivalent to the shares of
      Common Stock acquirable and receivable upon exercise of this Warrant (without
      regard to any limitations on the exercise of this Warrant) prior to such
      Fundamental Transaction, and satisfactory to the Required Holders and
      (ii) the Successor Entity (including its Parent Entity) is a publicly
      traded corporation whose common stock is quoted on or listed for trading on
      an
      Eligible Market. Upon the occurrence of any Fundamental Transaction, the
      Successor Entity shall succeed to, and be substituted for (so that from and
      after the date of such Fundamental Transaction, the provisions of this Warrant
      referring to the “Company” shall refer instead to the Successor Entity), and may
      exercise every right and power of the Company and shall assume all of the
      obligations of the Company under this Warrant with the same effect as if such
      Successor Entity had been named as the Company herein. Upon consummation of
      the
      Fundamental Transaction, the Successor Entity shall deliver to the Holder
      confirmation that there shall be issued upon exercise of this Warrant
at
      any
      time after the consummation of the Fundamental Transaction, in lieu of the
      shares of the Common Stock (or
      other
      securities, cash, assets or other property) purchasable
      upon the exercise of the Warrant
      prior
      to
      such Fundamental Transaction,
      such
      shares of the publicly traded common stock (or its equivalent) of the Successor
      Entity (including its Parent Entity), as adjusted in accordance with the
      provisions of this Warrant.
      In
      addition to and not in substitution for any other rights hereunder, prior to
      the
      consummation of any Fundamental Transaction pursuant to which holders of shares
      of Common Stock are entitled to receive securities or other assets with respect
      to or in exchange for shares of Common Stock (a “Corporate
      Event”),
      the
      Company shall make appropriate provision to insure that the Holder will
      thereafter have the right to receive upon an exercise of this Warrant
at
      any
      time after the consummation of the Fundamental Transaction but
      prior
      to the Expiration Date,
      in lieu
      of the shares of the Common Stock (or
      other
      securities, cash, assets or other property) purchasable
      upon the exercise of the Warrant prior to such Fundamental
      Transaction,
      such
      shares of stock, securities, cash, assets or any other property whatsoever
      (including warrants or other purchase or subscription rights) which the Holder
      would have been entitled to receive upon the happening of such Fundamental
      Transaction had the Warrant been exercised immediately prior to such Fundamental
      Transaction. Provision
      made pursuant to the preceding sentence shall be in a form and substance
      reasonably satisfactory to the Required Holders. The provisions of this Section
      shall apply similarly and equally to successive Fundamental Transactions and
      Corporate Events and shall be applied without regard to any limitations on
      the
      exercise of this Warrant.

     

    5.  NONCIRCUMVENTION.
      The
      Company hereby covenants and agrees that the Company will not, by amendment
      of
      its Certificate of Incorporation, Bylaws or through any reorganization, transfer
      of assets, consolidation, merger, scheme of arrangement, 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. Without limiting
      the generality of the foregoing, the Company (i) shall not increase the par
      value of any shares of Common Stock receivable upon the exercise of this Warrant
      above the

     


    
      
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    Exercise
      Price then in effect, (ii) shall take all such actions as may be necessary
      or appropriate in order that the Company may validly and legally issue fully
      paid and nonassessable shares of Common Stock upon the exercise of this Warrant,
      and (iii) shall, so long as any of the Amendment Warrants are outstanding,
      take
      all action necessary to reserve and keep available out of its authorized and
      unissued shares of Common Stock, solely for the purpose of effecting the
      exercise of the Amendment Warrants, 100% of the number of shares of Common
      Stock
      as shall from time to time be necessary to effect the exercise of the Amendment
      Warrants then outstanding (without regard to any limitations on
      exercise).

     

    6.  WARRANT
      HOLDER NOT DEEMED A STOCKHOLDER.
      Except
      as otherwise specifically provided herein, the Holder, solely in such Person’s
      capacity as a holder of this Warrant, shall not be entitled to vote or receive
      dividends or be deemed the holder of share capital of the Company for any
      purpose, nor shall anything contained in this Warrant be construed to confer
      upon the Holder, solely in such Person’s capacity as the Holder of this Warrant,
      any of the rights of a stockholder of the Company or any right to vote, give
      or
      withhold consent to any corporate action (whether any reorganization, issue
      of
      stock, reclassification of stock, consolidation, merger, conveyance or
      otherwise), receive notice of meetings, receive dividends or subscription
      rights, or otherwise, prior to the issuance to the Holder 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 the Holder to purchase any securities (upon exercise
      of this Warrant or otherwise) or as a stockholder of the Company, whether such
      liabilities are asserted by the Company or by creditors of the Company.
      Notwithstanding this Section 6, the Company shall provide the Holder with copies
      of the same notices and other information given to the stockholders of the
      Company generally, contemporaneously with the giving thereof to the
      stockholders.

     

    7.  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 a new Warrant (in accordance with Section 7(d)), registered as
      the
      Holder 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 7(d)) to the Holder 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
      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 7(d)) representing the right
      to
      purchase the Warrant Shares then underlying this Warrant.

     

    (c)  Exchangeable
      for Multiple Warrants.
      This
      Warrant is exchangeable, upon the surrender hereof by the Holder at the
      principal office of the Company, for a new Warrant or Warrants (in accordance
      with Section 7(d)) representing in the aggregate the right to

     


    
      
        - 8
          -

         

      

      
         

        
          

        

      

      
         

      

    


    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 at the time of such surrender; provided, however,
      that no Warrants for fractional shares of Common Stock 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 7(a) or Section 7(c), the Warrant
      Shares designated by the Holder which, when added to the number of shares of
      Common Stock 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.

     

    8.  NOTICES.
      Whenever notice is required to be given under this Warrant, unless otherwise
      provided herein, such notice shall be given in accordance with Section 9(f)
      of
      the Securities Purchase Agreement. The Company shall provide the Holder with
      prompt written notice of all actions taken pursuant to this Warrant, including
      in reasonable detail a description of such action and the reason therefore.
      Without limiting the generality of the foregoing, the Company will give written
      notice to the Holder (i) immediately upon any adjustment of the Exercise Price,
      setting forth in reasonable detail, and certifying, the calculation of such
      adjustment and (ii) promptly after the date on which the Company establishes
      a
      record date (A) with respect to any dividend or distribution upon the shares
      of
      Common Stock, (B) with respect to any grants, issuances or sales of any Options,
      Convertible Securities or rights to purchase stock, warrants, securities or
      other property to holders of shares of Common Stock or (C) for determining
      rights to vote with respect to any Fundamental Transaction, dissolution or
      liquidation, 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 the
      Holder.

     

    9.  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 Required Holders; provided that no such action may
      increase the exercise price of any Amendment Warrant or decrease the number
      of
      shares or class of stock obtainable upon exercise of any Amendment Warrant
      without the written consent of the Holder. No such amendment shall be effective
      to the extent that it applies to less than all of the holders of the Amendment
      Warrants then outstanding.

     

    10.  GOVERNING
      LAW.
      This
      Warrant shall be governed by and construed and enforced in accor-dance with,
      and
      all questions concerning the construction, validity, interpretation and
      performance of this Warrant shall be governed by, the internal laws of the
      State
      of New York, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of New York or any other jurisdictions)
      that would cause the application of the laws of any jurisdictions other than
      the
      State of New York.

     

    
      
        
          - 9 -

        

      

      
         

        
          

        

      

      
         

      

    

    11.  CONSTRUCTION;
      HEADINGS.
      This
      Warrant shall be deemed to be jointly drafted by the Company and the Investor
      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.

     

    12.  DISPUTE
      RESOLUTION.
      In the
      case of a dispute as to the determination of the Exercise Price or the
      arithmetic calculation of the Warrant Shares, the Company shall submit the
      disputed determinations or arithmetic calculations via facsimile within two
      Business Days of receipt of the Exercise Notice giving rise to such dispute,
      as
      the case may be, to the Holder. If the Holder and the Company are unable to
      agree upon such determination or calculation of the Exercise Price or the
      Warrant Shares within three Business Days of such disputed determination or
      arithmetic calculation being submitted to the Holder, then the Company shall,
      within two Business Days submit via facsimile (a) the disputed determination
      of
      the Exercise Price to an independent, reputable investment bank selected by
      the
      Company and approved by the Holder or (b) the disputed arithmetic calculation
      of
      the Warrant Shares to the Company’s independent, outside accountant. The Company
      shall cause at its expense the investment bank or the accountant, as the case
      may be, to perform the determinations or calculations and notify the Company
      and
      the Holder of the results no later than ten Business Days from the time it
      receives the disputed determinations or calculations. Such investment bank’s or
      accountant’s determination or calculation, as the case may be, shall be binding
      upon all parties absent demonstrable error.

     

    13.  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 and the other Transaction Documents,
      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
      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 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.

     

    14.  TRANSFER.

     

    (a)  This
      Warrant may be offered for sale, sold, transferred or assigned in compliance
      with the Federal and state securities laws without the consent of the
      Company.

     

    (b)  Except
      as
      provided in Section 2(f) of the Securities Purchase Agreement, the Company
      may
      cause the legend set forth on the first page of this Warrant to be set forth
      on
      each Warrant, and a similar legend on any security issued or issuable upon
      exercise of this Warrant, unless counsel for the Company is of the opinion
      as to
      any such security that 

     

    15.  PAYMENT
      OF TAXES.
      The
      Company will pay any documentary stamp taxes attributable to the initial
      issuance of Warrant Shares issuable upon the exercise of the Warrant; provided,
      however, that the Company shall not be required to pay any tax or taxes which
      may be payable in respect of any transfer involved in the issuance or delivery
      of any

     


    
      
        - 10
          -

         

      

      
         

        
          

        

      

      
         

      

    


    certificates
      for Warrant Shares in a name other than that of the Holder in respect of which
      such shares are issued, and in such case, the Company shall not be required
      to
      issue or deliver any certificate for Warrant Shares or any Warrant until the
      person requesting the same has paid to the Company the amount of such tax or
      has
      established to the Company’s reasonable satisfaction that such tax has been
      paid. The Holder shall be responsible for income taxes due under federal, state
      or other law, if any such tax is due.

     

     

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

     

     

    (a)  “Bloomberg”
means
      Bloomberg Financial Markets.

     

     

    (b)  “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.

     

     

    (c)  “Closing
      Bid Price”
and
      “Closing
      Sale Price”
means,
      for any security as of any date, the last closing bid price and last closing
      trade price, respectively, for such security on the Principal Market, as
      reported by Bloomberg, or, if the Principal Market begins to operate on an
      extended hours basis and does not designate the closing bid price or the closing
      trade price, as the case may be, then the last bid price or last trade price,
      respectively, of such security prior to 4:00:00 p.m., New York Time, as reported
      by Bloomberg, or, if the Principal Market is not the principal securities
      exchange or trading market for such security, the last closing bid price or
      last
      trade price, respectively, of such security on the principal securities exchange
      or trading market where such security is listed or traded as reported by
      Bloomberg, or if the foregoing do not apply, the last closing bid price or
      last
      trade price, respectively, of such security in the over-the-counter market
      on
      the electronic bulletin board for such security as reported by Bloomberg, or,
      if
      no closing bid price or last trade price, respectively, is reported for such
      security by Bloomberg, the average of the bid prices, or the ask prices,
      respectively, of any market makers for such security as reported in the “pink
      sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If
      the Closing Bid Price or the Closing Sale Price cannot be calculated for a
      security on a particular date on any of the foregoing bases, the Closing Bid
      Price or the Closing Sale Price, as the case may be, of such security on such
      date shall be the fair market value as mutually determined by the Company and
      the Holder. If the Company and the Holder are unable to agree upon the fair
      market value of such security, then such dispute shall be resolved pursuant
      to
      Section 12. All such determinations to be appropriately adjusted for any stock
      dividend, stock split, stock combination or other similar transaction during
      the
      applicable calculation period.

     

     

    (d)  “Common
      Stock”
means
      (i) the Company’s shares of Common Stock, $0.01 par value per share, and
      (ii) any share capital into which such Common Stock shall have been changed
      or any share capital resulting from a reclassification of such Common
      Stock.

     

     

    (e)  “Convertible
      Securities”
means
      any stock or securities (other than Options) directly or indirectly convertible
      into or exercisable or exchangeable for shares of Common Stock.

     

     

    
      
        
          -
            11
-

        

      

      
         

        
          

        

      

      
         

      

    

    (f)  “Eligible
      Market”
means
      the Principal Market, the American Stock Exchange, The New York Stock Exchange,
      Inc., The Nasdaq SmallCap Market or the OTC Bulletin Board.

     

     

    (g)  “Expiration
      Date”
means
      March 31, 2008; provided that if the Stockholder Approval (as such term is
      defined is the Amendment Agreement) is not obtained on or prior to June 30,
      2006, the Expiration Date shall be extended for each day after June 30, 2006
      that the Stockholder Approval is not obtained or, 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.

     

     

    (h)  “Fundamental
      Transaction”
means
      that the Company shall, directly or indirectly, in one or more related
      transactions, (i) consolidate or merge with or into (whether or not the Company
      is the surviving corporation) another Person, or (ii) sell, assign, transfer,
      convey or otherwise dispose of all or substantially all of the properties or
      assets of the Company to another Person, or (iii) allow another Person to make
      a
      purchase, tender or exchange offer that is accepted by the holders of more
      than
      the 50% of either the outstanding shares of Common Stock (not including any
      shares of Common Stock held by the Person or Persons making or party to, or
      associated or affiliated with the Persons making or party to, such purchase,
      tender or exchange offer), or (iv) consummate a stock purchase agreement or
      other business combination (including, without limitation, a reorganization,
      recapitalization, spin-off or scheme of arrangement) with another Person whereby
      such other Person acquires more than the 50% of the outstanding shares of Common
      Stock (not including any shares of Common Stock held by the other Person or
      other Persons making or party to, or associated or affiliated with the other
      Persons making or party to, such stock purchase agreement or other business
      combination), or (v) reorganize, recapitalize or reclassify its Common
      Stock.

     

     

    (i)  “Options”
means
      any rights, warrants or options to subscribe for or purchase shares of Common
      Stock or Convertible Securities.

     

     

    (j)  “Parent
      Entity”
of
      a
      Person means an entity that, directly or indirectly, controls the applicable
      Person and whose common stock or equivalent equity security is quoted or listed
      on an Eligible Market, or, if there is more than one such Person or Parent
      Entity, the Person or Parent Entity with the largest public market
      capitalization as of the date of consummation of the Fundamental
      Transaction.

     

     

    (k)  “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.

     

     

    (l)  “Principal
      Market”
means
      the Nasdaq National Market.

     

     

    (m)  “Registration
      Rights Agreement”
means
      that certain registration rights agreement as defined in the Amendment Agreement
      between the Company and the Investor.

     

     

    
      
        
          -
            12
-


      

      
         

        
          

        

      

      
         

      

    

    (n)  Required
      Holders”
means
      the holders of the Amendment Warrants representing at least a majority of shares
      of Common Stock underlying the Amendment Warrants then outstanding.

     

     

    (o)  “Successor
      Entity”
means
      the Person, which may be the Company, formed by, resulting from or surviving
      any
      Fundamental Transaction or the Person with which such Fundamental Transaction
      shall have been made, provided that if such Person is not a publicly traded
      entity whose common stock or equivalent equity security is quoted or listed
      for
      trading on an Eligible Market, Successor Entity shall mean such Person’s Parent
      Entity.

     

    [Signature
      Page Follows]

    


    
      
        
          -
            13
-


      

      
         

        
          

        

      

      
         

      

    


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

    


    


    AROTECH
      CORPORATION

    


    


    By: 

    Name: Robert
      S.
      Ehrlich

    Title: Chief
      Executive Officer

    



    
      
        
          


        

         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      I

    


    EXERCISE
      NOTICE

     

    TO
      BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

     

    WARRANT
      TO PURCHASE COMMON STOCK

     

    AROTECH
      CORPORATION

     

    The
      undersigned holder hereby exercises the right to purchase _________________
      of
      the shares of Common Stock (“Warrant
      Shares”)
      of
      Arotech Corporation, a Delaware corporation (the “Company”),
      evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”),
      and
      tenders herewith payment to the Company of the aggregate exercise price in
      full,
      equal to $_____________________, together with all applicable transfer taxes,
      if
      any.

     

    Please
      issue the Warrant Shares in the following name and to the following
      address:

    


    Issue
      to:

     

     

    Facsimile
      Number:

    


    Authorization:

     

    Account
      Number:

      (if
      electronic book entry transfer)

     

    Transaction
      Code Number:

    (if
      electronic book entry transfer)

     

    To
      the
      extent the foregoing exercise is for less than the full number of Warrant Shares
      issuable pursuant to the Warrant, a replacement Warrant representing the
      remainder of the Warrant Shares issuable (and otherwise of like form, tenor
      and
      effect) shall be delivered to holder.

     

    The
      undersigned confirms the continuing validity of, and reaffirms as of the date
      hereof, the representations and warranties set forth in Section 2(b) of the
      Amendment Agreement, dated as of April 11, 2006, between the Company and the
      Investor.

     

    The
      undersigned agrees to comply with the prospectus delivery requirements (to
      the
      extent applicable) under the applicable securities laws in connection with
      any
      transfer of the aforesaid Warrant Shares.

     

    Date:
      _______________ __, ______

    


    Name
      of
      Registered Holder

    


    By: 

    Name:

    Title:

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      II

     

    EXERCISE
      NOTICE

     

    TO
      BE
      EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE COMMON
      STOCK PURSUANT TO CASHLESS EXERCISE PROVISIONS

     

     

    AROTECH
      CORPORATION

    


     

    Gentlemen:

     

    


    The
      undersigned, registered holder of the Warrant to Purchase Common Stock delivered
      herewith, hereby irrevocably exercises such Warrant for, and purchases
      thereunder, shares of the Common Stock (“Warrant
      Shares”)
      of
      Arotech Corporation, a Delaware corporation, as provided below. Capitalized
      terms used herein, unless otherwise defined herein, shall have the meanings
      given in the Warrant. The portion of the Exercise Price to be applied toward
      the
      purchase of the Warrant Shares pursuant to this Exercise Notice is $_______.
      Such exercise shall be pursuant to the cashless exercise provisions of
      Section 1(d) of the Warrant; therefore, holder makes no payment with
      respect to this Exercise Notice. The number of shares to be issued pursuant
      to
      this exercise shall be determined by reference to the formula in
      Section 1(d) of the Warrant which, by reference to Section 1(d),
      requires the use of the Closing Price of the Company’s Common Stock on the day
      immediately preceding the date of this Exercise Notice, which is
      $______.

     

    Please
      issue the Warrant Shares in the following name and to the following
      address:

    


    Issue
      to:

     

     

    


    Facsimile
      Number:

    


    Authorization:

    Account
      Number:

      (if
      electronic book entry transfer)

    


    Transaction
      Code Number:

    (if
      electronic book entry transfer)

     

    To
      the
      extent the foregoing exercise is for less than the full number of Warrant Shares
      issuable pursuant to the Warrant, a replacement Warrant representing the
      remainder of the


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Warrant
      Shares issuable (and otherwise of like form, tenor and effect) shall be
      delivered to holder.

     

    The
      undersigned confirms the continuing validity of, and reaffirms as of the date
      hereof, the representations and warranties set forth in Section 2(b) through
      (j)
      of the Amendment Agreement, dated as of April 11, 2006, between the Company
      and
      the Investor.

     

    The
      undersigned agrees to comply with the prospectus delivery requirements (to
      the
      extent applicable) under the applicable securities laws in connection with
      any
      transfer of the aforesaid Warrant Shares. 

     

    Date:
      _______________ __, ______

     

     

    Name
      of
      Registered Holder

     

    By: 

    Name:

    Title:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    ACKNOWLEDGMENT

    


    


    The
      Company hereby acknowledges this Exercise Notice and hereby directs American
      Stock Transfer & Trust Co. to issue the above indicated number of shares of
      Common Stock in accordance with the Transfer Agent Instructions dated February
      [
      ], 2006 from the Company and acknowledged and agreed to by American Stock
      Transfer & Trust Co.

    


    AROTECH
      CORPORATION

    


    


    


    By:

    Name:

    Title:


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    FORM
      OF
      ASSIGNMENT

    


     

    [To
      be
      completed and signed only upon transfer of Warrant]

     

    


     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto
      ________________________________ the right represented by the within Warrant
      to
      purchase ____________ shares of Common Stock of Arotech Corporation to which
      the
      within Warrant relates and appoints ________________ attorney to transfer said
      right on the books of Arotech Corporation with full power of substitution in
      the
      premises.

     

    
      	
               

              Dated:
                ,
                

            	 
	 	 
	 	
              (Signature
                must conform in all respects to name of Holder as specified on the
                face of
                the Warrant)

            
	 	 
	 	
              Address
                of Transferee

            
	 	 
	 	 
	 	 
	 	 
	
              In
                the presence of: