EXHIBIT 4.5
                              MANAGEMENT AGREEMENT


MANAGEMENT AGREEMENT (the "AGREEMENT") entered into as of the 1st day of
January, 2004, by and among BOS BETTER ONLINE SOLUTIONS LTD., a company
incorporated under the laws of the State of Israel, maintaining its principal
place of business at Rabin House, Teradyon Industrial Park, Misgav (the
"COMPANY"), ADIV BARUCH, Israeli I.D. number 057671398, residing at 9 Avigdor
St. Tel-Aviv, Israel ("BARUCH"), and SIGNUM LTD., a company incorporated under
the laws of the State of Israel, and maintaining its principal place of business
at 22 Maskit Street, Herzliya, Israel (the "Contractor").

WHEREAS   The Company desires to engage the Contractor to provide management
          services as described below and the Contractor desires to provide such
          services, according to the terms and conditions hereinafter set forth.

NOW, THEREFORE, it is hereby agreed as follows:

1.   ENGAGEMENT

     (a)  The Company agrees to engage the Contractor and the Contractor agrees
          to be engaged by the Company on the terms and conditions set out in
          this Agreement.

     (b)  The Contractor shall provide management services exclusively through
          Baruch, who shall serve in the capacity of President and Chief
          Executive Officer of the Company. Baruch shall perform the duties,
          undertake the responsibilities and exercise the authority customarily
          performed, undertaken and exercised by persons situated in a similar
          capacity, subject to the direction of the Board of Directors of the
          Company. Baruch shall report regularly to the Board of Directors with
          respect to his activities. Without limitations to the above, Baruch
          shall also participate in the marketing activities of the Company's
          Subsidiary, BOScom Ltd., as directed by the Company's Board of
          Directors.

     (c)  During the term of this Agreement, Baruch shall not be engaged in
          employment or perform management services for any third party, without
          the prior written consent of the Company.


2.   STOCK OPTION GRANT

     (a)  The Company hereby undertakes to grant to the Contractor, as soon as
          practicable, an Option (the "OPTION") to purchase 216,282 Ordinary
          Shares of the Company, NIS4.00 par value each ("ORDINARY SHARES")
          equal to five percent (5%) of the Company's issued and outstanding
          share capital, on a fully diluted and as converted basis, on November
          23, 2003. The Contractor shall enter into the Company's standard Stock
          Option Agreement and the grant of the Option hereunder shall be
          subject to the terms and conditions set forth in the Company's 2003
          Israeli Share Options Plan (the "PLAN"). The Options shall be granted
          pursuant to Section 3(i) of the Income Tax Ordinance. The Contractor
          shall be subject to the Company's Trading Windows policy.


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     (b)  The Option shall vest and become exercisable in 36 equal monthly
          installments of 1/36 of the aggregate number of Ordinary Shares
          subject to the Option (fractions shall be rounded up) at the end of
          each month following the date of grant and shall be exercisable by the
          Contractor at any time during a period of ten (10) years from the date
          of adoption of the Plan, subject however to the provisions of the
          Company's Stock Option Agreement and Plan. The exercise price of the
          Option shall be $3 per Ordinary Share.

     (c)  The Company undertakes that all Ordinary Shares issued to the
          Contractor upon exercise of the Option shall be duly authorized and
          validly issued, fully paid and nonassessable, free and clear of liens,
          claims, charges, encumbrances, and any third party rights, options to
          purchase, proxies, voting agreements, calls or commitments of every
          kind.

     (d)  Notwithstanding the foregoing, the Option shall immediately vest and
          become exercisable with respect to the aggregate number of Ordinary
          Shares subject to the Option upon (a) the occurrence of a merger,
          reorganization, or sale of the Company or a sale all or substantially
          all of the Company's shares or assets or (b) upon the termination by
          the Company of this Agreement other than for Cause, provided however
          that no such immediate vesting shall occur in the event of termination
          due to failure of Baruch to reach the annual goals set by the
          Company's Board of Directors.

     (e)  The Contractor will have PRO RATA preemptive rights (taking into
          account all of the Ordinary Shares subject to the Option as if the
          Option had vested and the Contractor had exercised such Option with
          respect to all of the Ordinary Shares subject to such Option) with
          regard to any future issuance of securities of the Company, made at a
          price per Ordinary Share of no less than $3.00, on the same price and
          other terms and conditions as such issuance, other than issuances of:
          (i) Ordinary Shares or options to purchase Ordinary Shares issued to
          employees, directors and/or consultants and approved by the Company's
          Board of Directors; (ii) Ordinary shares issued as dividends, (iii)
          securities issued pursuant to a stock split or other reclassification,
          (iv) securities issued pursuant to a business or asset acquisition or
          other similar transaction, (v) securities issued to a strategic
          partner, as designated by the Company's Board of Directors. The
          Contractor's right hereunder shall expire upon termination of this
          Agreement for any reason whatsoever.


3.   MANAGEMENT FEES

     (a)  MONTHLY MANAGEMENT FEE. In consideration for the services provided to
          the Company hereunder, the Company agrees to pay the Contractor and
          the Contractor agrees to accept a monthly gross management fee (the
          "MANAGEMENT FEE") in an amount equal to NIS 79,698, plus Value Added
          Tax, based on a NIS - US Dollar exchange rate of NIS4.4 to 1 US
          Dollar. The Management Fee shall be adjusted at the beginning of every
          calendar quarter in accordance with the NIS - US Dollar exchange rate
          on the last day of the previous quarter.

     (b)  PAYMENT PROCEDURES. At the beginning of each calendar month, the
          Contractor shall provide the Company with an itemized invoice
          detailing the services rendered to the Company and the Management Fee
          due the Contractor therefor. The Company shall pay the Management Fee
          to the Contractor within 5 business days from its receipt of said
          invoice. All payments required to be made by the Company to the
          Contractor hereunder (other than as required by applicable tax laws)
          will be made by wire transfer to the Contractor's bank account number
          646665 at Bank Mizrachi of Israel, Branch 410, Israel.


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     (c)  In connection with the preparation by the Board of Directors of the
          annual work plan and budget of the Company, the Board of Directors
          shall annually establish an annual bonus to be paid to the Contractor
          provided that the Contractor shall have satisfied or exceeded the
          goals or milestones established by the Board of Directors for the
          respective year.

     (d)  OUT OF POCKET EXPENSES. The Company shall pay or reimburse the
          Contractor for all reasonable expenses incurred by the Contractor in
          discharge of its responsibilities hereunder, whether in Israel or
          outside Israel, including costs related to the lease, under the
          Company's operative leasing plan, of an automobile (mutually agreed on
          by the Company and Contractor) for Baruch's use and costs of a
          dedicated telephone line and cellular telephone (including usage
          charges) both telephones to be used exclusively by Baruch. The Company
          shall obtain a Company credit card for the use of Baruch in discharge
          of his responsibilities hereunder.

4.   TERM AND TERMINATION OF AGREEMENT

     (a)  Contractor's engagement under this Agreement shall commence as of
          January 1, 2004 and shall end on the earliest of: (i) the death or
          Disability (as defined herein) of Baruch; (ii) the termination of the
          Contractor's engagement as provided below.

          The term "DISABILITY" shall mean: any physical or mental illness or
          injury as a result of which Baruch remains absent from work for a
          period of three (3) successive months. Disability shall be deemed to
          have occurred upon the end of such three-months period.

     (b)  The Company may terminate this Agreement without Cause (as defined
          below) at any time upon written notice of one hundred eighty (180)
          days to the Contractor, and the Contractor may terminate this
          Agreement at any time upon written notice of thirty (30) days (each
          such period, the "NOTICE PERIOD") specifying the effective date of
          termination (such date, and the date of termination pursuant to
          sub-Section (d) below, the "TERMINATION DATE").

     (c)  During such Notice Period (except in the event of termination for
          Cause) the Contractor shall be entitled to Management Fees pursuant to
          Section 3.

     (d)  Notwithstanding the above, The Company may, at any time, terminate
          this Agreement with Cause upon written notice to Contractor.

     (e)  The term "Cause" shall mean: (a) Contractor's or Baruch's material
          breach of trust and/or fiduciary duties including but not limited to
          prohibited disclosure to unauthorized persons or entities of
          confidential or proprietary information of or relating to the Company,
          (b) Contractor's or Baruch's material breach of the terms of this
          Agreement; or (c) conviction of Baruch and/or a principal of the
          Contractor for the commission of a felony.

     (f)  During the period following notice of termination by any party, Baruch
          shall transfer his position to his replacement in an orderly and
          complete manner and shall return to the Company all documents,
          professional literature and equipment belonging to the Company, which
          may be in his possession at such time.


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5.   COMPETITIVE ACTIVITY


     During the term of this Agreement and until 12 months thereafter,
     Contractor and/or Baruch will not directly or indirectly:

     (a)  Carry on or hold an interest in any company, venture, entity or other
          business (other than a minority interest in a publicly traded
          company), which competes with the products or services of the Company
          or its subsidiaries, including those products or services contemplated
          in a plan adopted by the Board of Directors of the Company or its
          subsidiaries (a "competing business");

     (b)  Act as a consultant, executive, officer, employee, agent, or in any
          managerial or other capacity in a competing business or supply, in
          competition with the Company or its subsidiaries, services
          ("restricted services") to any person who was provided with services
          by the Company or its subsidiaries at any time during the twelve (12)
          months immediately prior to the Termination Date;

     (c)  Solicit, canvass or approach or endeavor to solicit, canvass or
          approach any person who, was provided with services by the Company or
          its subsidiaries at any time during the twelve (12) months immediately
          prior to the Termination Date, for the purpose of offering restricted
          services or products which compete with the products supplied by the
          Company or its subsidiaries at the Termination Date; or

     (d)  Employ, solicit or entice away or endeavor to solicit or entice away
          from the Company or its subsidiaries any person employed by the
          Company or its subsidiaries any time during the twelve (12) months
          immediately prior to the Termination Date with a view to inducing that
          person to leave such employment and to act for another employer in the
          same or a similar capacity.

     (e)  If any one or more of the terms contained in this Section 5 shall, for
          any reason, be held to be excessively broad with regard to time,
          geographic scope or activity, such term shall be construed in a manner
          to enable it to be enforced to the maximum extent compatible with
          applicable law. The Contractor and Baruch acknowledge that the Company
          has entered into this Agreement in reliance on the undertakings set
          forth in this Section 5, and that given Baruch's access to information
          regarding the Company and its position, the provisions of Section 5
          are reasonable and necessary to protect Company's business and the
          rights of the parties hereto. The Contractor and Baruch further
          acknowledge that the terms herein and the Management Fee payable to
          the Contractor by the Company include fair and reasonable
          consideration for Contractor's and Baruch's non-competition
          undertakings herein.


6.   CONFIDENTIALITY


     Contractor and Baruch acknowledge that this Agreement creates a
     relationship of confidence and trust between the Contractor and/or Baruch
     and the Company with respect to any information: (i) applicable to the
     business of the Company; or (ii) applicable to the business of any
     supplier, client or customer of the Company, which may become known or
     learned by Baruch, the Contractor, its directors, officers, controlling
     shareholders, and employees during the term of this Agreement.


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     For the Purposes of this Agreement, "Confidential Information" shall mean
     the following: (i) information that has been created, discovered,
     developed, or otherwise become known to the Company (including without
     limitation information created, discovered, developed, or made known by
     Baruch and/ or the Contractor, its directors, officers, controlling
     shareholders, and employees during the term of this Agreement, arising out
     of the Contractor's engagement by the Company or disclosed by the Baruch
     and/or the Contractor, its directors, officers, controlling shareholders,
     and employees to the Company prior to the date hereof) or in which
     proprietary rights have been assigned or otherwise conveyed to the Company,
     including but not limited to trade secrets, processes, formulas, data,
     know-how, improvements, inventions, techniques, business and marketing
     plans, strategies, forecasts, and customer lists ("Proprietary
     Information"); (ii) information that is disclosed in the furtherance of the
     business of the Company including, without limitation, the area of activity
     in which the Company is involved, the Company's technical, business and
     financial information, documentation, records, files, memoranda, reports,
     drawings, plans, price lists, customer lists, and the like; (iii)
     information that contains financial projections and forecasts concerning
     developments of the Company's future business; and (iv) any other
     information of a confidential nature relating to the Company. For the
     purpose of this Section 6 references to the Company shall include also the
     Company's subsidiaries.

     Baruch, the Contractor, its directors, officers, controlling shareholders,
     and employees shall treat all Confidential Information as follows:

     (a)  Use all Confidential Information received solely in furtherance of the
          business of the Company;

     (b)  Take strict precautions to maintain the confidentiality of all
          Confidential Information received from the date of receipt, and take
          appropriate action, by instruction, agreement or otherwise with any
          person permitted access to any Confidential Information received, to
          ensure that the Contractor will be able to satisfy its obligations
          under this Agreement;

     (c)  Refrain from copying or disclosing any Confidential Information to any
          unauthorised third party;

     (d)  Upon the written request of the Company, promptly destroy or return to
          the Company any and all copies on any media containing Confidential
          Information.

     In the event of termination of this Agreement, the Contractor and/or Baruch
     will deliver to the Company all documents and data of any nature pertaining
     to its engagement with the Company, and the Contractor and/or Baruch will
     not retain any documents or data of any description or any reproduction of
     any description containing or pertaining to any Proprietary Information or
     other Confidential Information.


7.   OWNERSHIP OF INVENTIONS AND WORK PRODUCT


     The Contractor and/or Baruch will promptly disclose to the Company, or any
     persons designated by it, all improvements, inventions, formulae, ideas,
     processes, techniques, know-how and data, whether or not patentable or
     otherwise registerable, made or conceived or reduced to practice or learned
     by Baruch, the Contractor, its directors, officers, controlling
     shareholders, and employees, either alone or jointly with others, during
     the term of this Agreement, prior thereto (to the extent that the same is
     related to or useful in the business of the Company) or as a result of
     tasks assigned by the Company or as a result of the use of premises and/or
     equipment owned, leased, or contracted for by the Company (all such
     improvements, inventions, formulas, processes, techniques, know-how, and
     data are hereinafter referred to as "Inventions").


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     The Contractor and/or Baruch agree that all Inventions are and shall be the
     sole property of the Company and its assigns, and the Company and its
     assigns shall be the sole owner of all patents and other rights in
     connection with such Inventions. The Contractor and/or Baruch hereby assign
     to the Company any rights the Contractor and/or Baruch may have or acquire
     (if any) in such Inventions. The Contractor and/or Baruch further agree to
     assist the Company in every reasonable and proper way (at the Company's
     expense) to obtain and from time to time enforce patents on such Inventions
     in any and all countries, including the execution of all documents required
     in applying for and enforcing patents on such Inventions, as the Company
     may desire, together with any assignments of such Inventions to the Company
     or persons designated by it. Such assistance shall include, without
     limitation, the execution and delivery of any requested affidavits and
     documents of assignment and conveyance and the provision of testimony in
     connection with any proceeding affecting the right, title or interest of
     the Company in any Invention. The Contractor's and/or Baruch's obligation
     to assist the Company in obtaining and enforcing patents for such
     Inventions in any or all countries shall continue beyond the term of this
     Agreement, but the Company shall compensate the Contractor at a reasonable
     rate for time actually spent by Baruch, after termination and at the
     Company's request, in rendering such assistance.


8.   REPRESENTATIONS AND WARRANTIES

     a.   Baruch, the Contractor, its directors, officers, controlling
          shareholders, and employees shall inform the Company, immediately upon
          becoming aware of every matter in which such person or, if applicable,
          a member of his immediate family has a personal interest which might,
          in such person's reasonable opinion, create a conflict of interests
          with the Contractor's duties under this Agreement.

     b.   Contractor represents and warrants that it is a corporation duly
          organized and validly existing under the laws of the State of Israel.
          Contractor has all requisite power and authority to execute, deliver
          and perform this Agreement, and to consummate the transactions
          contemplated hereby. This Agreement constitutes valid and legally
          binding obligations of Contractor, enforceable against it in
          accordance with its terms.

     c.   Each of Baruch and the Contractor represents and warrants that the
          execution and delivery of this Agreement and the fulfilment of the
          terms hereof will not constitute a default under or breach of any
          agreement or other instrument to which it is a party or by which it is
          bound, including without limitation, any confidentiality or non
          competition agreement, and do not require the consent of any person or
          entity.


9.   NOTICES


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


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



        The Company:              Rabin House, Teradyon Industrial Park, Misgav


        The Contractor:           22 Maskit Street  Herzliya



10.  INDEPENDENT CONTRACTOR

     a.   The Contractor will serve as an independent contractor to and not as
          an agent or employee of the Company or any of its affiliates. The
          Contractor will be solely responsible for any and all taxes and other
          such assessments made or imposed by any governmental authority in
          connection with the any payments made by the Company pursuant to this
          Agreement. In the event that pursuant to any law or regulation, tax is
          required to be withheld at source from any payment made to Contractor,
          the Company shall withhold said tax at the rate set forth in the
          certification issued by the appropriate taxing authority and provided
          to Company by the Contractor, or in the absence of such certification,
          at the Contractor or at the rate determined by said law or regulation.

     b.   Contractor undertakes to maintain a proper set of accounting books as
          required by law, to open and/or maintain a file with the Israeli
          Income Tax Authorities and with the Israel National Insurance
          Institute and to pay all required taxes and make other compulsory
          payments in accordance with the law.

     c.   It is agreed between the parties that in the event that, despite the
          aforestated, as a result of demand and/or request of the Contractor,
          Baruch, any of his representatives, his successors, or any person or
          entity acting on Baruch's behalf or for Baruch's benefit, a duly
          authorized legal body or other authorized forum, orders the Company to
          grant Baruch the rights and privileges of a salaried employee for the
          services rendered in accordance with this Agreement, the following
          provisions shall apply:

               (i) For the period as to which it is determined than an
          employer-employee relationship existed between the Company and the
          Baruch (the "Relevant Period") Baruch's total monthly salary shall be
          that sum which is equal to 55% of the monthly Management Fees (not
          including Value Added Tax) which the Contractor actually received
          during the Relevant Period (the "Monthly Wage") together with any
          applicable Tosefet Yoker increase, to the extent that such increase
          has been applied to all salaried employees of the Company.

               (ii) The Contractor shall immediately return to the Company all
          amounts paid to it in excess of the Monthly Wage for the Relevant
          Period, linked to the Consumer Price Index from the date of payment by
          the Company up to the date of return by the Contractor. It is hereby
          expressly agreed that any further payment by the Company to
          Contactor/Baruch shall be contingent on the full repayment of the
          aforementioned amounts.

               (iii) The aforesaid shall also be deemed as a settlement and
          admission of payment for purposes of Section 29 of the Severance Pay
          Law- 1963.


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11.  MISCELLANEOUS

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

     b.   This Agreement shall be governed by and construed and enforced in
          accordance with the laws of the State of Israel.

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

     d.   This Agreement constitutes the entire agreement between the parties
          hereto and supersedes all prior agreements, understandings and
          arrangements, oral or written, between the parties hereto with respect
          to the subject matter hereof, provided however that this Agreement is
          subject to and contingent upon the approval by the Company's Audit
          Committee, Board of Directors and Shareholders. In the event such
          approval is not obtained, this Agreement shall be deemed null and
          void.

     e.   This Agreement shall be binding upon and shall inure to the benefit of
          the Company, its successors and assigns, and the Company shall require
          such successor or assign to expressly assume and agree to perform this
          Agreement in the same manner and to the same extent that the Company
          would be required to perform it if no such succession or assignment
          had taken place. The term "SUCCESSORS AND ASSIGNS" as used herein
          shall mean a corporation or other entity acquiring all or
          substantially all the assets and business of the Company (including
          this Agreement) whether by operation of law or otherwise.

     f.   Each of Contractor and/or Baruch undertakes not to assign any of its
          rights and obligations hereunder without the prior written consent of
          Company, and any attempt to assign without such consent shall be null
          and void.

     g.   The provisions of Sections 5, 6, 7 and 10 of this Agreement shall
          survive the rescission or termination, for any reason, of this
          Agreement.

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



IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.


BOS BETTER ONLINE SOLUTIONS LTD.                    SIGNUM LTD.

By: ____________                                    By: ____________

Title: _________                                    Title: _________



________________
ADIV BARUCH



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