F-3/A










Exhibit 10.3  



Bank Leumi – Odem
Electronic Technologies 1992 Credit Line Agreement

[Translated from Hebrew]
  



Date: 23/3/09 



To: 



Odem Electronic
Technologies 1992 Ltd. (hereafter “the Company”)  



Dear Sir or Madam.,






As per your request, we hereby inform
you, that we Bank Leumi Le-Israel Ltd. (hereafter-“the Bank”), are
prepared in principle to place at your disposal credit up to a total sum that will not
exceed 27,100,000 (twenty-seven million one hundred thousand N.I.S. only) and all subject
to all the conditions detailed in this document below.


 






The Credit Framework  



	 	1.1. 	The
credit framework will be extended according to the following breakdown: 






	 	1.1.1. 	Short-term
credits in a total amount that will not exceed 9,600,000 N.I.S. (nine
               million hundred thousand N.I.S. only), whose payment date shall occur no
later                than 31/06/09 “Short term credits” means credits
whose                repayment date will be no later than 12 months from the time of
their provision.  






	 	1.1.2. 	Long-term
credits in a total amount that will not exceed 8,200,000 N.I.S. (eight
               million two hundred thousand N.I.S. only) that were placed at the disposal
of                the company prior to the date of this document according to the
following                details: Loan number 400300399 671-10-120800-08 in the amount of
4,000,000                N.I.S. on 25/06/08. Loan number 903500016 671-20-120800/08 in
the amount of                $1,000,000 on 25/06/08. After each one of the aforementioned
loans is repaid,                the bank will be prepared to enlarge the short-term
credit framework as detailed                in paragraph 1.1.1 above in an amount equal
to the amount of the loan that was                paid.  






	 	1.1.3. 	Long-term
credits in a total amount that will not exceed 2,300,000 N.I.S. (two
               million three hundred thousand N.I.S. only) that were placed at the
               company’s disposal before the date of this document in accordance
with that                detailed hereinafter: Loan number 302000015 671-10-120800/08 in
the amount of                6,000,000 on 28/03/07.  






	 	1.1.4. 	Additional
long-term credit in conjunction with the agreement of 29/1/2008                between
the company and Dimex Systems (1998) Ltd. with reference to the Asset
               Purchase Agreement of the assets of Dimex Systems (1998) Ltd. (hereafter
               “the agreement”) in a total amount that will not exceed
6,000,000 (six                million N.I.S. only) that will be utilized as per the
repayment table for                non-tangible assets according to the flow that was
transferred to the bank, that                is attached to this letter and marked “A”.
The last day for utilizing                the aforementioned credit will occur no later
than 31/3/2010. “Long-term                credits” means-loans whose
final payment dates will occur more than 12                months after they have been
provided but no later than 31/3/2013.  














	 	
Let
it be clear that the bank will be prepared to authorize the use of this credit framework,
contingent upon the company displaying to the bank its external financial resources
(hereafter “external resources”) and supplementary resources for the full
payment of the debt to Dimex Systems (1988) Ltd., as per the flow that was transferred to
the bank, attached to this letter and marked “A”. 






	 	
“External
sources”, means sources that do not derive from the use of the short-term credit
frameworks that were provided the company in order to finance its current activity. 






	 	1.1.5. 	Additional
long-term credits in a total amount that will not exceed 700,000                N.I.S.
(seven hundred thousand N.I.S.) will be extended upon the receipt of an
               irrevocable directive signed by you to transfer the amount to account
number                142900/82 in the name of the B.O.S. Better Online Solutions Ltd.
that is being                managed in the Rishon Lezion Commercial Branch-671 when the
last day for                utilizing the aforementioned credit will occur no later than
31/3/2010.                “Long-term credit” means-loans whose final
payment date will                occur later than 12 months after their provision, but no
later than 31/3/2013.  






	 	1.1.6. 	The
credit framework for the purpose of issuing bank obligations on behalf of
               the customers, such as issuing bank guarantees etc., in a total aggregate
amount                that will not exceed 300,000 (three hundred thousand N.I.S. only)
whose final                payment date will occur no later than 1/1/2000 and provided
that the last day                for utilizing the credit on account of the
aforementioned credit framework shall                occur no later than 31/08/09.  






	 	
Any
amount that will not be exploited on account of the credit framework can be exploited as
short-term credit according to the conditions detailed in paragraph 1.1.1 above. 






	 	1.2. 	The
currency of the credit and the other conditions of the credit including the
          interest rate for each part and the commissions attached to it, will be as
          agreed upon in writing between the bank and yourselves before the credit is
          provided and if it will not be agreed upon as is accepted practice in the bank
          regarding credit of that category, at the time that it is provided. 






	 	1.3. 	Let
it be clear that the credit framework includes also credits of any category
          whatsoever that the bank will extend to you in practice in any account
          whatsoever prior to the signing of this document and/or any credit framework
          agreed upon between the bank and yourselves prior to the signing of this
          document. 






	 	1.4. 	Any
credit from the frameworks detailed in paragraphs 1.1.3 and 1.1.4 that was
          utilized and repaid prior to the final date for its utilization will not be
          provided anew. 














	2.  	Securities  






	 	2.1. 	Let
it be clear that in order to guarantee the full and the punctilious           repayment
of all your debts and obligations all the securities and guarantees of           every
type and category that were provided and/or will be provided the bank by           you
and/or by any third party whatsoever will be at the bank’s disposal,
          including and without detracting from the generality of the aforesaid, the
          following securities and guarantees: 






	 	2.1.1. 	Promissory
notes, unlimited in amount, pledge documents under which a fixed lien           will be
imposed on your non-released stock capital and goodwill as well as a           floating
Lien on all the assets and rights of any category whatsoever, that you           possess
and will possess in the future;  






	 	2.1.2. 	Promissory
notes, unlimited in amount, pledge documents under which a fixed lien           will be
imposed on the non-released stock capital and goodwill as well as a           floating
lien on all the assets and rights of any category whatsoever, of B.O.S.           Better
Online Solutions Ltd. as well as a floating lien on all assets and rights           of
any type or category whatsoever that B.O.S. Better Online Solutions Ltd.
          possesses or will possess in the future;  






	 	2.1.3. 	Promissory
notes, unlimited in amount and pledge documents via which B.O.S.           Better Online
Solutions Ltd. will mortgage its securities in Odem Electronic           Technologies
1992 Ltd. and all the rights on their behalf.  






	 	2.1.4. 	




At all times there will be on deposit
at your account at Leumi Bank Israel Ltd. and mortgaged on behalf of the bank in a first
ranking fixed lien, without any limit to the amount, checks and notes of customers that
are accepted by the bank and that would award the bank the right of someone who lawfully
holds them, whose total amount deposited in your account in the Israel Leumi Bank Ltd.
will not fall below the amount of 1,875,000 N.I.S. (one million eight hundred and seventy
five thousand N.I.S. only) (hereafter “the mortgaged notes”).












	 	2.1.5. 	A
fixed lien of the first degree and the endorsement of rights via mortgaging           all
their rights, including the right to receive monies, according to the           agreement
with Beterton Development and Properties Ltd. on 21/10/97 with regards           to bloc
3939 plot 21 in the Rishon Lezion Industrial Zone; additionally, we will           be
provided with an irrevocable directives document to the second party in the
          aforesaid agreement, in a wording acceptable to the bank, to the effect inter
          alia that any amount that is due to you from the aforesaid second party, will
be           paid solely to the credit of your account at the bank.  














	 	2.1.6. 	A
promissory note of the first level, regarding all the monies in account number
          120800/08 that is being managed by Odem Electronic Technologies 1992 Ltd. in
          ranch 671 and all rights to and pertaining to the aforesaid account.  






	 	2.1.7. 	A
standing guarantee unlimited in amount to secure all your debts and the
          fulfillment of your obligations towards the bank signed by B.O.S. Better Online
          Solutions Ltd.  






	 	2.1.8. 	A
standing guarantee unlimited in amount to secure all your debts and the
          fulfillment of your obligations to the bank signed by the Dimex Solutions Ltd.  






	 	2.1.9. 	A
standing guarantee unlimited in amount to secure all your debts and the
          fulfillment of your obligations to the bank signed by the Dimex Hagalil
Projects           (2008) Ltd.  






	 	2.2. 	



Likewise, the extension of any credit
whatsoever from within the credit framework as well as its continued management will also
be contingent on your signing a documents of covenants towards the bank, that will also
include financial conditions, under the terms and wording attached to this letter and
marked “B”.








	 	2.3. 	Likewise
the extension of any credit whatsoever from within the credit framework           as well
as its continued management will be contingent upon your signing a           document of
subordination towards the bank, under the terms and wording attached           to this
letter and marked “C”. 






	 	2.4. 	All
the aforementioned assets and rights whose pledge/mortgage and/or           endorsement
to the bank are required under this document will be           pledged/mortgaged/endorsed
over when they are free of any lien, attachment or           any other third-party right
whatsoever. 






	3. 	Additional
Conditions for the Extension of Credit:  






	 	
In
addition to the aforesaid, the extension of the credits all or partial and their continued
management will be contingent on the observance of all the following additional
conditions: 






	 	3.1. 	Immediately
upon our demand all the documents and authorizations that will be           necessary
according to our discretion, will be signed and provided in the           wording that we
find acceptable for the provision of the credits and the           creation of the
guarantees and the obligations detailed above. 






	 	3.2. 	No
event whatsoever will take place allowing the bank, on the basis of any
          document that was signed and/or will be signed by you, including and without
          detracting from the generality of the aforesaid above under the directives of
          the agreement general conditions for providing a credit in foreign currency and
          in Israeli currency -as is the bank’s practice – to call for the
          immediate payment of your debts and obligations to the bank all or partially,
          and this irrespective of whether the existence or nonexistence of the
          aforementioned event is dependent upon you or not. 














	 	3.3. 	No
change in the bank’s opinion will occur that will prevent, prohibit or
          limit the options of the bank to place the credits, including a change in the
          local or international capital markets, or a change that derives from a demand,
          directive or request that was made or referred by the Bank of Israel or by a
          another competent authority, irrespective of whether the aforementioned
          directive, demand or request will derive from a change in the law or whether it
          derives from an agreement that was made will be made periodically between the
          bank and the Bank of Israel or another competent authority and no legal
          impediment whatsoever will be created in the bank’s opinion to extending
          the credit, all or partially according to any legal directive. 






	 	
In
this document “legal directive” means – any directive of law or
legislation as well as the directives of the Bank of Israel and any other competent
authority, whether it has legal powers were not, and including agreements between the
Bank of Israel and another competent authority as aforesaid. 






	 	3.4.	For
removal of doubt let it be clear that the continued management of the credit           is
subordinate to all the bank’s rights and subject to all your obligations
          under all the documents that were signed and will be signed by you and/or under
          any law and there is nothing in this document to detract, in any manner
          whatsoever from the rights of the bank and/or your obligations under any other
          document that will be signed by you to the bank. 






	4. 	Commissions  






	 	4.1.	Our
offer to extend the credit framework under this letter will enter into           effect
if by 30/03/2009 inclusive, you will confirm with your signature at the           bottom
of this letter your agreement to all the conditions detailed above, and           you
will provide us with a copy of this letter as confirmed by you. And you will
          pay us a commission at the rate of 0.75% of the total credit framework as per
          paragraphs 1.1.4 and 1.1.5 above. 






	 	4.2.	During
the entire period where the credit framework will be in effect you will           pay us
a commission for non-utilization at a rate of 0.75% per annum which will           be
calculated on the balance of the non-exploited credit framework for           paragraphs
1.1.1 and 1.1.2 above. The examination of the total non-utilized           credit
framework will be performed on a daily basis and the payment of a           commission
will be done retroactively at the end of each calendar quarter. 






	5. 	Your
rights under this document are not subject to transfer or endorsement in           any
form whatsoever to any third party whatsoever. The presentation of this           letter
of ours or any part of it before any other party shall be done only after           the
receipt of prior written consent from us. 






[Stamp + Signature:
Odem Electronic Technologies 1992 Ltd] 











Bank Leumi –
Dimex Solutions Credit Line Agreement

[Translated from Hebrew]   



Date: 23/3/09 



To: 



Dimex Solutions Ltd.
(hereafter “the Company”) 



Dear Sir or Madam., 





As per your request, we hereby inform
you, that we, Bank Leumi Le-Israel Ltd. (hereafter-“the Bank”), are
prepared in principle to place at your disposal credit in N.I.S. up to a total sum that
will not exceed 15,000,000 N.I.S. (fifteen million N.I.S.) (Hereafter-“the credit
framework” or “the credit”) and all subject to the terms
detailed in this document below:-


 



	1. 	The
Credit Framework  






	 	1.1. 	the
credit framework will be extended according to the following breakdown: 






	 	1.1.1. 	Short-term
credits in a total amount that will not exceed 13,700,000 N.I.S.                (thirteen
million seven hundred thousand N.I.S.), whose final repayment date                shall
occur no later than 31/06/09. “Short-term credits”               means-credits
whose final payment date will occur no later than 12 months from                the date
of their provision.  






	 	1.1.2. 	A
credit framework for the purpose of issuing bank obligations on behalf of the
               customers, such as issuing bank guarantees etc., in a total aggregate
amount                that will not exceed 300,000 (three hundred thousand N.I.S.),
provided that the                last day for utilizing the credit on account of the
aforementioned credit                framework shall occur no later than 31/06/09.  






	 	
Any
amount that will not be exploited on account of the credit framework can be exploited as
short-term credit according to the conditions detailed in paragraph 1.1.1 above. 






	 	1.1.3. 	Additional
short-term credits in a total amount that will not exceed 1,000,000                N.I.S.
(one million N.I.S.) (hereafter “the amount”), whose
               final payment date shall occur no later than 31/06/09 will be extended
after the                receipt of an irrevocable directive signed by you to transfer
the amount to                account number 142900/82 in the name of the B.O.S. Better
Online Solutions Ltd.                that is being managed in the Rishon Lezion
Commercial Branch-671.  






	 	1.2. 	The
currency of the credit and the other conditions of the credit including the
               interest rate for each part and the commission attached to it, will be as
agreed                upon in writing between the bank and yourselves before it is
provided, and if it                will not be agreed it will be as is accepted practice
in the bank regarding                credit of that category, at the time that it is
provided. 






	 	1.3. 	



Let it be clear that the credit
framework includes also credits of any category whatsoever that the bank actually extended
to you in any account whatsoever prior to the signing of this document and/or any credit
framework agreed upon between the bank and yourselves prior to the signing of this
document.


 














	2. 	Securities  






	 	2.1. 	Let
it be clear that in order to guarantee the full and the punctilious
               repayment of all your debts and obligations all the securities and
guarantees of                every type and category that were provided and/or will be
provided to the bank                by you and/or by any third party whatsoever will be
at the bank’s disposal,                including and without detracting from the
generality of the aforesaid, the                following securities and guarantees: 






	 	2.1.1. 	Promissory
notes, unlimited in amount, pledge documents under which a fixed lien                will
be imposed on your non-released stock capital and goodwill as well as a
               floating lien on all the assets and rights of any category whatsoever,
that you                possess and will possess in the future;  






	 	2.1.2. 	Promissory
notes, unlimited in amount, pledge documents under which a fixed lien                will
be imposed on the non-released stock capital and goodwill as well as a
               floating lien on all the assets and rights of any category whatsoever, of
B.O.S                Better Online Solutions Ltd. as well as a floating lien on all
assets and rights                of any type or category whatsoever that B.O.S. Better
Online Solutions Ltd.                possesses or will possess in the future;  






	 	2.1.3. 	Promissory
notes, unlimited in amount, and pledge documents via which B.O.S                Better
Online Solutions Ltd. will mortgage its securities in Dimex Solutions                Ltd.
and all the rights on their behalf.  






	 	2.1.4. 	At
all times there will be on deposit at your account at Leumi Bank Israel Ltd.
               and mortgaged on behalf of the bank in a first ranking fixed lien, without
any                limit to the amount, checks and notes of customers that are accepted
by the bank                and that would award the bank the right of someone who
lawfully holds them,                whose total amount deposited will not fall below the
amount of 1,000,000 N.I.S.                (one million N.I.S. only) (hereafter “the mortgaged notes”)






	 	2.1.5. 	A
standing guarantee unlimited in amount to secure all your debts and the
          fulfillment of your obligations towards the bank signed by B.O.S. Better Online
          Solutions Ltd.  






	 	2.1.6. 	A
standing guarantee unlimited in amount to secure all your debts and the
          fulfillment of your obligations to the bank signed by Dimex Hagalil Projects
          (2008) Ltd.  






	 	2.1.7. 	A
standing guarantee unlimited in amount to guarantee your debts and the
          fulfillment of your obligations to the bank signed by Odem Electronic
          Technologies 1992 Ltd.  






	 	2.2. 	




Likewise, the extension of credit
whatsoever from within the credit framework as well as it continued its continuous
management will also be contingent on your signing a document of covenants towards
the bank, that will also include financial conditions, under the conditions and wording
attached to this letter and marked “A” .

















	 	2.3. 	Likewise
the extension of any credit whatsoever from within the credit framework           as well
as continuous management will also be contingent upon your           signing a
document of subordination towards the bank, under the terms and           wording
attached to this letter and marked “B”. 






	 	2.4. 	


[Left blank in the original]










	 	2.5. 	All
the aforementioned assets and rights whose pledge/mortgage and/or           endorsement
to the bank are required according to this document will be
          pledged/mortgaged/endorsed when they are free of any lien, attachment or any
          other third-party right whatsoever. 






	3. 	Additional
Conditions for the Extension of Credit:  






	 	
In
addition to the aforesaid, the extension of the credits all or partial and their continued
management will be contingent on the observance of all the following additional
conditions: 






	 	3.1. 	Immediately
upon our demand all the documents and authorizations that will be           necessary
according to our discretion, will be signed and provided in the           wording that we
find acceptable for the provision of the credits and the           creation of the
guarantees and the obligations detailed above. 






	 	3.2. 	No
event whatsoever will take place allowing the bank, on the basis of any
          document that was signed and/or will be signed by you, including and without
          detracting from the generality of the aforesaid above under the directives of
          the General Conditions for Providing Credit In Foreign Currency and in Israeli
          Currency Agreement -as is the bank’s practice -to call for the immediate
          payment of your debts and obligations to the bank, fully or partially, and this
          irrespective of whether the existence or nonexistence of the aforementioned
          event is dependent upon you or not. 






	 	3.3. 	No
change in the bank’s opinion will occur, that will prevent, prohibit or
          limit the options of the bank to place the credits, including a change in the
          local or international capital markets, or a change that derives from a demand,
          directive or request that was made or referred by the Bank of Israel or by a
          another competent authority, irrespective of whether the aforementioned
          directive, demand or request will derive from a change in the law or whether it
          derives from an agreement that was made will be made periodically between the
          bank and the Bank of Israel or another competent authority and no legal
          impediment whatsoever will be created in the bank’s opinion to extending
          the credit, all or partially according to any legal directive. 






	 	
In
this document “legal directive” means – any directive of law or
legislation as well as the directives of the Bank of Israel and any other competent
authority, whether it has legal powers were not, and including agreements between the
Bank of Israel and another competent authority as aforesaid. 














	 	3.4.	


For removal of doubt let it be clear
that continued management of the credit is subordinate to all the bank’s rights and
subject to all your obligations under all the documents that were signed and will be
signed by you and/or or under any law and there is nothing in this document to detract, in
any manner whatsoever from the rights of the bank and/or your obligations under any other
document that will be signed by you to the bank.


 






	4. 	Commissions  






	 	4.1.	Our
offer to extend the credit framework under this letter will enter into           effect
if by 30/03/2009 inclusive, you will confirm with your signature at the           bottom
of this letter your agreement to all the conditions detailed above, and           you
will provide us with a copy of this letter as confirmed by you. 






	 	4.2.	During
the entire period where the credit framework will be in effect you will           pay us
a commission for non-utilization at a rate of 0.75% per annum which will           be
calculated on the balance of the non-exploited credit framework. The
          examination of the total non-utilized credit framework will be performed on a
          daily basis and the payment of a commission for it will be made retroactively
at           the end of each calendar quarter. 






	5. 	Your
rights under this document are not subject to transfer or endorsement in           any
form whatsoever to any third party whatsoever. The presentation of this           letter
of ours or any part of it before any other party shall be done only after           the
receipt of prior written consent from us. 






	 	
Respectfully
yours,

Bank Leumi Le-Israel Ltd. 







	 	
Stamp
+ Signature: Dimex Solutions Ltd  














EBIDTA Covenants Letter

[Translated from Hebrew]  



Date:  03.03.09



To: 



Bank Leumi Le-Israel Ltd.



Whereas as one of the conditions for
providing credits, banking services and the receipt of various obligations and guarantees
from us the undersigned Odem Electronic Technologies 1992 Ltd. and/or Dimex Solutions Ltd.
and/or B.O.S. Better Online Solutions Ltd. (hereafter together and separately “the
companies”) you demanded that we should sign for you on this letter and we have
assented to this; 



We therefore hereby declare and
obligate ourselves as follows: 



	1.  	Efficiency
Relations/Operational Relations  






	 	
We
agree that the granting of credits and the provision of banking services to the companies
and/or upon their guarantee and their continued management will be on condition that the
ratio of the companies’ debt service according to the consolidated financial
statements of the companies – Odem Electronic Technologies 1992 Ltd., Dimex
Solutions Ltd., B.O.S. Better Online Solutions Ltd. only (while neutralizing LYNK USA
INC) –will not fall below 1.  






	 	
In
this paragraph the following meanings will be attached to the terms below:  






	 	
“Debt
service ratio” means that quotient obtained by dividing the operating profit for
debt service by the amount of debt service.  






	 	
“The
operating profit for debt service” (EBITDA) means the cumulative total of operating
profit from ongoing activity, according to the financial statements for recent year,
prior to financing expenditures (interest, linkage differentials, rate of exchange and
currency differentials and commissions) and taxes with the addition of depreciation and
amortization expenses that were entered in the same period.  






	 	
(2)
                     With regards to financial statements drawn up under IFRS standards
the                     definition for EBITDA will change and its calculation will not include
                    the clauses detailed below:  






	 	a.	Profits/losses
from the reevaluation of real estate for investment. 






	 	b. 	Profits/losses
deriving from changes in actuarial assumptions that were employed                for the
purpose of estimating worker benefits. 






	 	c. 	Capital
profits/losses. 






	 	d. 	Income/expenditure
for the reevaluation of warrants where the exercise price is                linked/ the
conversion component of convertible bonds whose exercise price is                linked. 






	 	
“Debt
service” means the cumulative total according to the recent annual financial
statements of financing expenses with the addition of payment of current maturities for
long-term loans that the companies were to have paid in the course of the calendar year
to which the reports refer to, while excluding current maturities on payments for the
purchase of the intangible assets of Dimex Systems (1998) Ltd. for which bank credit will
be received in 2009.  






	 	
“Financial
statements” mean- profit loss statements and annual cash flow on a consolidated
basis solely of Odem Electronic Technologies 1992 Ltd. Company and Dimex Solutions Ltd.
and B.O.S. Better Online Solutions Ltd. alone (neutralizing Lynk USA, Inc.) prepared
according to generally accepted accountancy principles.  






	 	
(Below
together and separately “the companies”)  














	 	
The
financial yardsticks that were determined in paragraph 1 above (hereafter “the
yardsticks”) are predicated on accountancy standards, rules of accountancy, and
accountancy estimates and policy (hereafter “accountancy treatment”) as
implemented in the recent financial statements accurate to the date of this letter
(hereafter “the recent statements”).  






	 	
Accounting
treatment that differs from the one on whose basis the recent reports were prepared
including, but not only, as a result of the implementation of IFRS (International
Financial Reporting Standards) new accountancy standards/others/whatsoever in Israel or
abroad, changes in estimates and/or a change in accountancy policy (all the aforesaid
will be called below together and separately,-“new accountancy treatment”)
can result in changes that will have repercussions on the yardsticks.  






	 	
The
companies therefore agree as follows:  






	 	
At
any time that the bank should believe, upon its sole discretion, that changes were caused
and/or are about to be caused in the company’s financial reports, due to new
accountancy treatment, it will be entitled, after consultation with the company but
without requiring its consent, to inform the company what are the modifications that it
requires in the yardsticks (hereafter “the amended yardsticks”) in order
to adjust them to the aforesaid changes, and this with a view to modifying them to suit
the original economic purpose based on which the yardsticks were determined.  






	 	
If
the bank informed the company what are the amended yardsticks – they will bind the
company commencing with the date that the bank gave notification and they will view this
document as if it incorporates the amended yardsticks, beginning with the date that the
bank gave notice.  






	2.  	An
Obligation to Provide Financial Reports  






	 	
We
obligate ourselves to provide you no later than the date of 31.03 of each year the annual
consolidated financial reports as per their aforesaid definition; audited by an external
certified accountant and referring to 31.12 of the previous year.  






	 	
Likewise
we obligate ourselves to provide you no later than 60 days from the end of every quarter,
quarterly financial reports as per their aforesaid definition signed by the CEO and
Deputy CEO for Finances of the company.  






	3.  	An
Obligation to Provide Additional Reports  






	 	
We
obligate ourselves to provide you a copy of any authorization, notification report or any
other document that we must turn over to the registrar of companies and/or to the Israel
Securities Authority under any law, and this concomitantly with its provision to the
registrar of companies and/or to the Securities Authority as aforesaid.  






	4.  	The
Validity of These Obligations  






	 	
Our
aforesaid obligations will be in force as long as any amounts are due or will be due to
you from us on account of loans, credits and/or other banking services, that you provided
or will provide us in the future, and/or as long as the various obligations and
guarantees of the company towards a bank or on its behalf will remain in effect.  






	 	
In
any case where we have failed to meet the financial yardsticks, all or some of them, or
if we should violate any of our other obligations detailed in this aforementioned letter,
all or some of them, then in addition to any other relief that you will be entitled to by
any law or as a result of any other obligation towards you that are included or that will
be included in any document whatsoever -you will be entitled to call for the immediate
payment of all or part of our debts and obligations towards you, and collect them from us
with the addition of any amount that in the bank’s opinion will suffice to cover the
losses and/or the expenses that the bank will incur due to the aforesaid call for
immediate payment.  














	 	
Let
it be clear that if the bank did not initiate proceedings due to the violation of a
previous obligation or a failure to meet one or more of the obligations towards the bank,
whether that obligation is included in this letter or is included or will be included in
any other document, this will not be considered an abandonment or a waiver by the bank of
its rights and/or as a justification or an excuse for the continued existence of the
violation and/or the existence of any other violation or to further nonobservance of any
condition or any obligation on our part as aforesaid.  






	 	
To
avoid any doubt there is nothing in the aforesaid to detract from our obligations to you
on the basis of any document whatsoever and/or any law, and there is nothing to detract
from any grounds for demanding immediate payment that is available and/or will be
available to you under any document whatsoever and/or any law.  






	Respectfully yours,



——————————————

(Signed) Odem Electronic Technologies 1992 Ltd.		
	


——————————————

(Signed) Dimex Solutions Ltd.		
	


——————————————

(Signed) B.O.S. Better Online Solutions Ltd.		
















Tangible Equity Capital
Covenants Letter

[Translated from Hebrew]   



Date 23/3/09 



To



Bank Leumi Le-Israel (“the Bank”)


  



Whereas you have placed and/or will
place, as you should deem proper, loans, credits and/or other banking services at the
disposal of B.O.S. Better Online Solutions Ltd., Dimex Solutions Ltd. Company and/or Odem
Electronic Technologies 1992 Ltd., under terms and in amounts as agreed upon or will be
agreed upon periodically between us; 



And whereas you have received and/or
will receive various obligations and guarantees to you or on your behalf from us; 



And whereas as one of the conditions for
the granting of the loans, the credits and/or the aforementioned banking services and the
receipt of the various obligations and guarantees, you have demanded that we should sign
on this document for you and we have assented to this; 



We therefore hereby declare and
obligate ourselves as follows:- 



	1.  	An
Obligation to Preserve Tangible Equity Capital  






	 	1.1.	We
obligate ourselves that the tangible equity capital of the B.O.S. Better Online
Solutions Ltd. (hereafter “the company”), as defined below, will not
be lower at any time whatsoever commencing with the date of 31.12.08 than a 19%
proportion of the company’s total balance on a consolidated basis.  






	 	1.2.	Likewise
the tangible equity capital of the company will not be lower in each of           the
calendar years detailed in the table below, from the amount noted in the           table
below alongside each relevant year: 









	Year
	The amount of tangible equity capital

required in millions of USD

	 	
	2008	7.1
	2009	7.4
	2010	7.9







	 	1.3. 	Commencing
with the year 2011 the company’s tangible equity capital will                grow by
0.5 million USD every year, so that in the year 2011 the company’s
               tangible equity capital will not be lower than the amount of 8.4 million
NIS, in                2012 the tangible equity capital of the company will not be lower
than the                amount of 8.9 NIS million, and in 2013 the company’s equity
capital will                not be lower than the amount of 9.4 NIS million etc. 






	 	
All
this data should appear in the company’s biannual and annual financial reports
detailed below on a consolidated basis, when the biannual reports will have to
demonstrate that this target has been met at least in relation to the previous year. 






	 	
“Tangible
equity capital” means-equity capital as presented in the financial statements,
including, paid-up stock capital, non-distributed surpluses, funds, with the addition of
the balance of the amounts of the shareholders’ loan funds regarding which documents
of subordination were signed towards the bank, by the company and shareholders and while
deducting non-tangible assets such as: goodwill, patents, trademarks, brand names,
copyrights etc. and deducting those liable to the company who are interested parties
and/or subsidiaries and/or companies related to the company (as the aforementioned terms
are defined in the Securities Law, 5728-1968) as well as deducting guarantees that were
given by the company and/or by Dimex Solutions Ltd. and/or Odem Electronic Technologies
1992 Ltd. to secure the debts of interested parties and/or subsidiaries and/or companies
related to the company, except for guarantees that were given by any one of the
aforementioned companies on in favor of Leumi Bank to secure the debts of the
subsidiaries or their related companies. 















	 	
Despite
the aforesaid it is hereby clarified, that goodwill and other non-tangible assets that
belong to the Dimex Solutions Ltd. and/or are registered in its name, and are detailed in
the enclosed document marked “A”, will not be deducted from the company’s
tangible equity capital. 






	 	
With
regards to financial statements drawn up according to IFRS standards the definition of
equity capital will change in accordance with what is detailed below: 






	 	a. 	Minority
rights that appear in the framework of equity capital (with regards to
               consolidated statements) will not be included in the framework of equity
               capital.  






	 	b. 	Equity
capital will also include the exchange component for option warrants when
               the exercise money for them is linked (they will appear in the framework
of                liabilities).  






	 	c. 	Equity
capital also includes the conversion component for convertible bonds                whose
exercise price is linked (in the event that they should appear separately
               within the framework of liabilities in the balance).  






	 	d. 	A
revaluation fund will not be incorporated for fixed assets that were created
               due to the adoption of a revaluation model in the period following the
               formulation of the financial conditions.  






	 	
The
financial yardsticks that were determined in paragraph 1 above (hereafter “the
yardsticks” are based on accounting standards, accounting rules,
estimates and accounting policy (hereafter “accountancy treatment”) as
implemented in the company’s recent financial statements, accurate to the date of
this document (hereafter “the recent statements”). 






	 	
Accountancy
treatment that differs from the one on whose basis the recent reports were prepared
including, but not merely, as a result of the implementation of “IFRS”-
(International Financial Reporting Standards), new accountancy
standards/others/whatsoever in Israel or abroad, changes in estimates and/or a change in
accountancy policy (all the aforesaid will be termed below together and separately,-“new
accountancy treatment”) can result in changes that will exert repercussions on
the yardsticks. 






	 	
Therefore
the company agrees as follows:  






	 	
At
any time that the bank should believe, upon its sole discretion, that changes were caused
and/or are about to be caused to the company’s financial statements, due to new
accountancy treatment, it will be entitled, after consultation with the company but
without requiring its consent, to inform the company what are the changes that it
requires in the yardsticks (hereafter “the amended yardsticks”) in order
to adjust them to the aforesaid changes, and this with a view to adjusting them to
achieve the original economic purpose based on which the yardsticks were set. 






	 	
If
the bank informed the company what the amended yardsticks are – they will
bind the company beginning with the date that the bank gave notification and this
document should be viewed as incorporating the amended yardsticks, commencing with the
date that the bank gave notice. 














	2.  	An
Obligation Not to Change Control in the Company 

We obligate
ourselves that no change in control of the company will occur as opposed
to the situation on the day that this document was signed, save by prior
written consent of the bank.  






	 	
“Control”for
the purpose of the aforesaid will be as the term is defined in the Securities Law
5728-1968.  






	3.  	An
Obligation not to Perform a Merger  






	 	a. 	
We obligate ourselves not to perform, not to obligate ourselves to perform           and
not to adopt any procedure whatsoever to perform a merger with another
          corporation/s without obtaining the bank’s prior written consent. For this
          purpose we obligate ourselves to immediately turn over to the bank any
          information or documents, required by the bank, at its discretion, so it can
          formulate its position regarding the merger. 






	 	b. 	This
aforesaid obligation in this paragraph above applies both to a merger
               according to the 8th part or according to the 9th part of the Companies
Law,                5759-1999 as well as with regards to any activity that will result in
the                purchase of the bulk of the company’s assets by a person or
another                corporation or any activity that as result of which company
securities are                purchased thus awarding the purchaser control of the
company or any activity                that results in the company purchasing, directly
or indirectly, the bulk of the                assets of another corporation or the
securities of a another corporation that                would award it control in that
corporation. 






	 	
For
the purpose of this paragraph, the term “control”-is as defined in the
Securities Law, 5728-1968. 






	4.  	An
Obligation to Provide Financial Statements  






	 	
We
obligate ourselves to provide you no later than the date of 31.03 of each year the company’s
financial statements, on a consolidated basis as well as that of the company alone; that
comprise inter alia a balance, a profit statement, cash flow and any other report that
will be required by the competent authorities, (below “financial reports”),
audited by an external certified accountant and referring to 31.12 of the previous year.  






	 	
Likewise
we obligate ourselves to provide you no later than 60 days from the end of every quarter,
quarterly financial reports of the company on a consolidated basis.  






	5.  	An
Obligation to Provide Additional Reports  






	 	
We
obligate ourselves to provide you a copy of any authorization, notification report or any
other document that we must turn over to the registrar of companies and/or to the Israel
Securities Authority under any law, and this concomitantly with its provision to the
registrar of companies and/or to the Securities Authority as aforesaid.  






	6.  	An
Obligation Not to Issue Bearer Securities  






	 	
We
obligate ourselves not to issue bearer securities, without the prior written consent of
the bank.  






	 	
We
declare that as of the date of the signing of this document no bearer securities were
issued by the company.  






	 	
To
avoid any doubt let it be clear that this paragraph does not refer to shares of B.O.S.
Better Online Solutions Ltd. that will be registered for trade on the stock exchange at
the time of their issuance.  














	7.  	The
Validity of These Obligations  






	 	
Our
aforesaid obligations will remain in force as long as any amounts are due or will be due
to you from us on account of loans, credits and/or other banking services that you
provided and/or will provide us in the future and/or as long as the obligations and
guarantees towards you or on your behalf will remain in effect.  






	 	
In
any event that you should inform us that one of our aforesaid obligations was violated,
completely or partially, then in addition to any other relief that you will be entitled
to by law or by any other of our obligations towards you that are included or will be
included in any document whatsoever-then you will be entitled to call for immediate
payment of all or part of our debts and obligations towards you, and collect them from us
with the addition of any amount that in the bank’s opinion will suffice to cover the
losses and/or expenses that the bank will incur due to the aforesaid call for immediate
payment.  






	 	
To
remove any doubt there is nothing in the aforesaid to detract from our obligations
towards you on the basis of any document whatsoever and/or any law, and there is nothing
in the aforesaid to detract from any grounds for demanding immediate payment that is
available and/or will it be available to you under any document whatsoever and/or any
law.  






		Respectfully yours,



——————————————
[Signed]	














	 	
Form
of Subordination Letters of Dimex Solutions and Odem  Electronic Technologies 1992 Ltd. 






[Translated from Hebrew]  





“A” 



Letter of Subordination
and Additional Obligations for the Signature of Shareholders and Holders of Controlling Interest  



Date: 



To: 




Bank Leumi Le-Israel Ltd.






Whereas Bank Leumi Le-Israel Ltd.
(“the bank”) has granted or agrees to allocate to “the Company”
periodically as the bank deems fit, credits and/or other banking services in amounts and
under the terms agreed upon or that will be agreed upon between the bank and the company;


 



And whereas the bank received and/or
will receive from the company various obligations and guarantees towards the bank or on
its behalf; 



And whereas as one of the conditions
for providing the aforementioned credits and/or other banking services the bank demanded
that we should sign on this letter and we have assented to this; 



Therefore, we the undersigned,
shareholders in the company and/or holders of controlling interest in the company, all of
us together and each one of us separately, declare and obligate ourselves towards you, in
our name and in the name of the companies under our control and in the name of the members
of our family, as follows: 



For the purpose of the aforesaid in
this letter the following meanings will be attached to the terms below: 



“Corporations under our
control”- any company and any other corporation under our control or under the
control of any of us. 



“Control”, “family
member”-as defined in the Securities Law 5728 – 1968 as will be valid from
time to time. 



	1.  	We,
corporations under our control, as well as members of our family, will not
               demand, will not receive, will not collect, will not expend, directly or
               indirectly or in any form or manner whatsoever, any amount whatsoever from
or on                account of capital notes that the company has issued and/or will
issue on our                behalf and/or on behalf of any of us and/or from or on
account of loans that                were given and/or will be given the company,
including payments of principal,                interest, commissions and expenses (all
the aforementioned amounts will be                termed below “the loans”). 






	 	
Likewise,
we obligate ourselves that we, the corporations under control, as well as our family
members, will not demand, will not receive, will not collect, will not expend from the
company (from its profits, from its capital or from any source whatsoever) either
directly or indirectly, in any form or manner whatsoever, dividends (as per their
definition in the Companies Law 5759-1999 as may be amended from time to time) or
interest or management fees or indemnification fees or compensation fees or consultancy
fees or amounts of money or monetary equivalents (these amounts will be termed below
“dividends”) and we shall not demand and shall not request from the
company an obligation to distribute the aforesaid dividends.  






	 	
Likewise
we will not transfer to another/others either directly or indirectly, all or any part of
our rights, existing and future, to the company for the dividends and/or the loans,
without the prior written consent of the bank.  














	 	
Likewise
let it be clear that there is nothing in the aforesaid and/or below, as long as no event
has occurred awarding the bank the right to put up our obligations towards the bank for
immediate collection, to prevent the transfer of monies between the company and the
B.O.S. Better Online Solutions Ltd. (hereafter “B.O.S.”) for B.O.S.’ share
in the expenses of Dimex Solutions Ltd. up to a total amount that will not exceed
$800,000 (eight hundred thousand USD) per calendar year and this exclusively on the basis
of expenses detailed in the list attached as Appendix C’ that constitutes an
integral part of this letter, and this on condition that there is nothing in the
aforementioned transfer of funds that constitutes a violation of any other obligation
whatsoever of Dimex Solutions Ltd. under any document whatsoever that it signs including
and without detracting from the generality of the aforesaid, the document of conditions
that it signed on ____ in favor of the bank, and subject to the directives of the
Companies Law and the law.  






	2.  	Without
detracting from the aforesaid, in the event that any of us, and/or the
               corporations under our control and/or members of our family and/or others
as                aforesaid, shall receive from the company any amount whatsoever on
account or                with relation to the loans or the dividends, then we will
transfer to the bank                any such amount immediately once it has been received
by any of us as aforesaid.                The bank will be entitled to credit, as it sees
fit any amount that it should                receive as aforesaid, for repayment on
account of the amounts that are due                and/or will be due to the bank from
the company in any manner whatsoever. 






	3.  	We
obligate ourselves to provide you an obligation by the company to act in
               accordance with our obligations towards you as detailed in this letter, in
the                wording enclosed and marked “B”. 






	4.  	The
bank’s ledgers and accounts will serve as ostensive proof with regards
               to the company’s liabilities to the bank. 






	5.  	The
aforesaid in this letter will obligate all the undersigned, even if some of
               the shareholders in the company or holders of controlling interests have
not                signed on it. 






Our aforesaid obligations will be in
force as long as the bank receives or will receive from the company, amounts whatsoever on
account of the loans, credits and/or other banking services, that exist today and/or will
exist the future, and/or as long as the various obligations and guarantees of the company
towards the bank or on its behalf will remain in force. 











“B” 



Letter of Subordination
and Additional Obligations for the Company’s Signature  



Date: 



To: 




Bank Leumi Le-Israel Ltd.



Whereas periodically, as per our
request, if the matter should meet with your approval, you consent to provide or allocate
to us, the undersigned corporation (“the company”), credits and/or other
banking services, under conditions and in amounts as agreed or will be agreed periodically
between us; 



And whereas you have received and/or
will receive from us various obligations and guarantees towards you or on your behalf; 



And whereas as one of the conditions for
the aforementioned grant of credits and/or the banking services and for the receipt of the
various obligations and guarantees, you have demanded that we sign on this letter and we
have assented to this; 



And whereas our stockholders (or some
of them) and our holders of controlling interest (or some of them) obligated themselves
towards you in a letter in the wording enclosed and marked “A.”; 



We therefore declare and obligate
ourselves hereby as follows: 



For the purpose of what is stated in this
letter the following meanings will be attached to the terms below: 



“Corporations under the
control of the shareholders” – any company or other corporation that is at
the time of the signing of this letter or that in the future will be under the control of
any of the shareholders or any of the holders of controlling interests among us that
obligate themselves toward you in the text marked “A.”. 



“Subsidiary company”,
“control” “family member” “stakeholder” – as per
their definition in the Securities Law 5728- 1968 as will be valid from time to time. 



“The shares of the
company” includes also securities that can be converted into company shares as
well as securities that can be realized via shares in the company. 



	1.  	We
shall not pay in any form or manner whatsoever, either directly or
               indirectly, to any of our stockholders or any of the holders of
controlling                interest among us who obligated themselves towards you as
aforesaid, and/or to a                family member of any of them and/or to corporations
under the control of any of                them and/or to another third party who will
supplant them or act on their                behalf, any amount whatsoever from or on
account of the capital notes that the                company issued and/or will issue to
your benefit and/or from any other loan                account that was placed and/or
will be placed at our disposal by any of the                aforementioned, or in
connection with them, including, but without detracting                from the
generality of the aforesaid, payment of principal, interest,                commissions
and expenses (all the aforementioned amounts will be termed below                “the
loans”); all this unless we have received your prior                agreement in
writing. 






	 	
Likewise
we will not pay and we will not obligate to pay in any form or manner whatsoever either
directly or indirectly, from the company (from its profit or its capital or from any
source whatsoever) dividends (as defined in the Companies Law 5759-1999 as may be amended
from time to time) or interest or management fees or indemnification fees or compensation
fees or consultancy fees or amounts of money or monetary equivalents (these amounts will
be called below “dividends”) to our shareholders or to the holders of
controlling interest among us, irrespective of whether they obligated themselves towards
you according to the wording marked “A” and/or they did not obligate towards
you in the wording marked “A”, and/or to a family member of any of them, and/or
to companies or corporations where one of our shareholders is a stakeholder in them
and/or to any third party whatsoever who shall replace any of the aforesaid or act on his
behalf.  














	 	
Likewise
let it be clear that there is nothing in the aforesaid and/or below, as long as no event
has occurred awarding the bank the right to put up our obligations towards the bank for
immediate collection, to prevent the transfer of monies between the company and the
B.O.S. Better Online Solutions Ltd. (hereafter “B.O.S.”) for B.O.S.’ share
in the expenses of Dimex Solutions Ltd. up to a total amount that will not exceed
$800,000 (eight hundred thousand USD) per calendar year and this exclusively on the basis
of expenses detailed in the list attached as Appendix C’ that constitutes an
integral part of this letter, and this on condition that there is nothing in the
aforementioned transfer of funds that constitutes a violation of any other obligation
whatsoever of Dimex Solutions Ltd. under any document whatsoever that it signs including
and without detracting from the generality of the aforesaid, the document of conditions
that it signed on in favor of the bank on ____, and subject to the directives of the
Companies Law and the law.  






	2.  	Should
any demand whatsoever be made for any payment whatsoever on account of                the
amounts of the loans or dividends or with reference to them, on the part of
               our shareholders and/or on the part of any other party from the aforesaid,
we                will inform you of this immediately and upon your request we will
coordinate                with you actions to cancel the demand for payment. 






	3.  	The
company obligates itself not to purchase, not to provide financing for the
               purchase and not to obligate itself to purchase or to provide financing
for the                purchase of company securities, in any form or manner whatsoever
including and                without detracting from the generality of the aforesaid by
providing guarantees,                either directly or indirectly, by the company or by
its subsidiary company or by                an another corporation under its control,
without receiving the prior written                consent of the bank. 






	4.  	Purely
for the sake of removing doubt, let it be clear that if for any reason
               whatsoever, we should violate the obligations under this letter, all or
some of                them, then in addition to any other relief that you will be
entitled to under                any law or as a result of any other obligation towards
you included or that will                be included in another document-you will be
entitled to call for the immediate                payment of all or part of the amounts
that are due to you or will be due to you                from us, directly and/or
indirectly at that time, whether their payment date has                arrived by that
time or not, and collect them from us with the addition of any                amount that
in your opinion will suffice to cover the losses and/or the expenses                that
you will incur as a result of a call for immediate payment as aforesaid. 






	5.  	Our
aforesaid obligations shall remain in force as long as the bank receives or
               will receive from the company, any amounts whatsoever on account of the
loans,                credits and/or other banking services, that exist today or will
exist the                future, and/or as long as the various obligations and guarantees
of the company                towards the bank or on its behalf will remain valid. 

















B.O.S Better Online
Solutions Ltd. Subordination Letter  






[Translated from
Hebrew]  





Letter of Subordination and
Additional Obligations for the Company’s Signature  



Date: March 9, 2008 



To: 



Bank Leumi Le-Israel Ltd. 



Whereas periodically, as per our
request, if the matter should meet with your approval, you consent to provide or allocate
to us, the undersigned corporation (“the company”), credits and/or other
banking services, under conditions and in amounts as agreed or will be agreed periodically
between us; 



And whereas you have received and/or
will receive from us various obligations and guarantees towards you or on your behalf; 



And whereas as one of the conditions for
the aforementioned grant of credits and/or the banking services and for the receipt of the
various obligations and guarantees, you have demanded that we sign on this letter and we
have assented to this; 



We therefore declare and obligate
ourselves hereby as follows: 



For the purpose of what is stated in this
letter the following meanings will be attached to the terms below: 



“Corporations under the
control of the shareholders” – any company or other corporation that is at
the time of the signing of this letter or that in the future will be under the control of
any of the shareholders or any of the holders of controlling interests in the Company.

 



“Subsidiary company”,
“control” “family member” “stakeholder” – as per
their definition in the Securities Law 5728- 1968 as will be valid from time to time. 



“The shares of the
company” includes also securities that can be converted into company shares as
well as securities that can be realized via shares in the company. 



     	1.	
          We shall not pay in any form or manner whatsoever, either directly or
          indirectly, to any of our stockholders or any of the holders of controlling
          interest among us who obligated themselves towards you as aforesaid, and/or to a
          family member of any of them and/or to corporations under the control of any of
          them and/or to another third party who will supplant them or act on their
          behalf, any amount whatsoever from or on account of the capital notes that the
          company issued and/or will issue to your benefit and/or from any other loan
          account that was placed and/or will be placed at our disposal by any of the
          aforementioned, or in connection with them, including, but without detracting
          from the generality of the aforesaid, payment of principal, interest,
          commissions and expenses (all the aforementioned amounts will be termed below
          “the loans”); all this unless we have received your prior
          agreement in writing. 


          












	 	
Likewise
we will not pay and we will not obligate to pay in any form or manner whatsoever either
directly or indirectly, from the company (from its profit or its capital or from any
source whatsoever) dividends (as defined in the Companies Law 5759-1999 as may be amended
from time to time) or interest or management fees or indemnification fees or compensation
fees or consultancy fees or amounts of money or monetary equivalents (these amounts will
be called below “dividends”) to our shareholders or to the holders of
controlling interest among us, irrespective of whether they obligated themselves towards
you according to the wording marked “A” and/or they did not obligate towards
you in the wording marked “A”, and/or to a family member of any of them, and/or
to companies or corporations where one of our shareholders is a stakeholder in them
and/or to any third party whatsoever who shall replace any of the aforesaid or act on his
behalf.  






	2.  	Should
any demand whatsoever be made for any payment whatsoever on account of                the
amounts of the loans or dividends or with reference to them, on the part of
               our shareholders and/or on the part of any other party from the aforesaid,
we                will inform you of this immediately and upon your request we will
coordinate                with you actions to cancel the demand for payment. 






	3.  	The
company obligates itself not to purchase, not to provide financing for the
               purchase and not to obligate itself to purchase or to provide financing
for the                purchase of company securities, in any form or manner whatsoever
including and                without detracting from the generality of the aforesaid by
providing guarantees,                either directly or indirectly, by the company or by
its subsidiary company or by                an another corporation under its control,
without receiving the prior written                consent of the bank. 






	4.  	Purely
for the sake of removing doubt, let it be clear that if for any reason
               whatsoever, we should violate the obligations under this letter, all or
some of                them, then in addition to any other relief that you will be
entitled to under                any law or as a result of any other obligation towards
you included or that will                be included in another document-you will be
entitled to call for the immediate                payment of all or part of the amounts
that are due to you or will be due to you                from us, directly and/or
indirectly at that time, whether their payment date has                arrived by that
time or not, and collect them from us with the addition of any                amount that
in your opinion will suffice to cover the losses and/or the expenses                that
you will incur as a result of a call for immediate payment as aforesaid. 






	5.  	It
is hereby clarified, that the aforementioned will not prevent the Company
               from making: (a) payments to Cukierman & Co. Investment House Ltd.
               (“Cukierman”) derived from the agreement dated April
               15, 2003, attached hereto and which constitutes a part of
               this document and/or (b) payments to shareholders or to
               corporations in their control with respect to commissions due
               to raising of funds for the Company through debentures or
               shares, upto a threshold of 10% of the funds raised. 






Our aforesaid obligations shall
remain in force as long as the bank receives or will receive from the company, any amounts
whatsoever on account of the loans, credits and/or other banking services, that exist
today or will exist the future, and/or as long as the various obligations and guarantees
of the company towards the bank or on its behalf will remain valid. 



[Stamp
+ Signatures: B.O.S Better Online Solutions Ltd.]