EXHIBIT 4.3

                            SHARE PURCHASE AGREEMENT

     This SHARE PURCHASE AGREEMENT (this "Agreement") is made and entered into
as of December 14, 2003, by and among B.O.S Better Online Solutions Ltd., an
Israeli company (the "Company"), and the other parties listed on SCHEDULE 1
hereto (each an "Investor" and collectively, the "Investors").

     WHEREAS, subject to the terms and conditions herein, the Investors desire
to acquire from the Company, and the Company desires to issue to the Investors
Ordinary Shares of the Company, par value NIS 4.00 each (each, a "Share" and
collectively, the "Shares", and when referred to the shares to be purchased by
each Investor, such number of shares as set forth opposite such Investor's name
in the column labeled "No. of Shares" on SCHEDULE 1 hereto) for the amounts set
forth in SCHEDULE 1 hereto.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Investors
hereby agree as follows:

     1. PURCHASE AND SALE OF SHARES.

          1.1 Subject to the satisfaction of the terms and conditions described
     in this Agreement, at the Closing (as defined below) the Company agrees to
     sell to each Investor, and each Investor severally agrees to purchase from
     the Company, such number of Shares, against such amount, as is set forth
     opposite such Investor's name in the columns labeled "No. of Shares" and
     "Purchase Amount", respectively, on SCHEDULE 1 hereto.

     2. CLOSING. The execution and delivery of this Agreement shall occur upon
delivery by facsimile of executed signature pages of this Agreement and all
other documents, instruments and writings required to be delivered pursuant to
this Agreement to Amit, Pollak, Matalon & Co., NYP Tower, 17 Yitzhak Sadeh St.,
Tel-Aviv 67775 Israel attn: Yonatan Altman, Adv., Fax: (972) 3 561-3620. The
closing of the purchase and sale of the Shares will take place eight (8) days
after the date hereof (or, if such date is not a business day, on the next
business day thereafter), on which date the conditions for Closing set forth in
Sections 6 and 7 herein shall be satisfied in full or waived by the appropriate
party thereunder, or at such different date as may be mutually acceptable to the
Investors and the Company (the "Closing"). At the Closing, each Investor shall
deliver to the Company payment in full for the Shares to be purchased by such
Investor in the amount set forth opposite such Investor's name in the column
labeled "No. of Shares" on SCHEDULE 1, via wire transfer of immediately
available funds or bank or cashier's check. At the Closing, the Company will
deliver to an Investor representative in Israel, designated for this purpose by
each Investor in writing, a duly executed share certificate reflecting such
number of shares set forth opposite such Investor's name in column labeled "No.
of Shares".

     3. USE OF PROCEEDS. The Company shall use the proceeds from the
transactions contemplated hereby to enhance the general working capital of the
Company, to finance potential acquisitions or as otherwise decided by the
Company's Board of Directors.

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     4. REPRESENTATIONS AND WARRANTIES BY THE COMPANY. The Company hereby
represents and warrants to each Investor that:

          4.1 CORPORATE ORGANIZATION. The Company is a corporation duly
     organized and validly existing under the laws of Israel, and has the
     corporate power to own its property and to carry on its business as now
     being conducted. The Company's shares are traded on the Nasdaq National
     Market and on the Tel-Aviv Stock Exchange and as such it is subject to both
     US and Israeli Securities Laws.

          4.2 DUE AUTHORIZATION AND VALID ISSUANCE. The Company has the
     corporate power to enter into this Agreement and the Registration Rights
     Agreement (as defined below) (collectively, the "Transaction Documents").
     The Transaction Documents have been, or will have been, at the time of
     their respective execution and delivery, duly executed and delivered by a
     duly authorized officer of the Company. Prior to the Closing of this
     Agreement, the Company shall have acted to complete all corporate action
     necessary on its part for the issuance, sale and delivery of the Shares.
     The Shares being purchased by the Investors hereunder will, upon issuance
     and payment therefore pursuant to the terms hereof, be duly authorized,
     validly issued, fully-paid and nonassessable.

          4.3 BINDING AGREEMENT. The Transaction Documents constitute valid and
     legally binding obligations of the Company enforceable against the Company
     in accordance with their terms, except as (i) such enforceability may be
     limited by bankruptcy, insolvency, reorganization, arrangement, moratorium
     or similar laws relating to or affecting the rights of creditors and
     contracting parties generally, (ii) the remedy of specific performance and
     injunctive and other forms of equitable relief may be subject to equitable
     defenses and to the discretion of the court before which any proceeding
     therefore may be brought, and (iii) rights to indemnity and contribution
     may be limited by Israeli or U.S. state or federal securities laws
     applicable to the Company or by the public policy underlying such laws.

          4.4 NON-CONTRAVENTION. Neither the execution and delivery of the
     Transaction Documents, nor the consummation of the transactions or the
     performance of the obligations contemplated hereby and thereby will result
     in any violation or breach of Company's articles of association, by-laws,
     board resolutions or shareholders resolutions.

          4.5 NO CONSENT. To the Company's best knowledge, and in reliance on
     the representations of the Investors given in Section 5 hereof, except for
     reporting obligations and approvals required under applicable security laws
     and market regulations in Israel and the United States and for approvals by
     the Office of the Chief Scientist and the Investment Center of the Ministry
     of Industry, Trade and Labor (if required), no consent of any governmental
     body or third party is required to be made or obtained by the Company in
     connection with the execution and delivery of the Transaction Documents by
     the Company or the consummation by the Company of the transactions or the
     performance of the obligations contemplated hereby and thereby by the
     Company.


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          4.6 CAPITALIZATION. The authorized share capital of the Company
     consists as of the date hereof: 8,750,000 Ordinary Shares, par value NIS
     4.00 per share, of which, as of September 30, 2003, 3,810,366 Ordinary
     Shares are issued and outstanding, 515,272 Ordinary shares are reserved for
     issuance upon the exercise of warrants and of employee, director and
     consultant options already granted by the Company and further 421,924
     Ordinary Shares are reserved for issuance under the Company's 2003 Israeli
     Share Option Plan, upon the exercise of options to be granted thereunder.
     Any change in the above capitalization between the date hereof and the date
     of the Closing shall not constitute a default under this Agreement,
     provided, however, that such change is the result of the conversion or
     exercise of convertible securities, options or warrants of the Company.

          4.7 FINANCIAL STATEMENTS.

               (a) The audited consolidated financial statements of the Company
          as of December 31, 2002 and the related notes thereto, as filed by the
          Company with the Securities and Exchange Commission under Form 20-F
          for the year ending December 31, 2002, and the Consolidated Balance
          Sheets and Consolidated Statements of Operations of the Company as of
          September 30, 2003, as published by the Company on November 17, 2003,
          are true, correct and complete in all material respects and fairly
          present the financial position of the Company as of their respective
          dates, and have been prepared in accordance with the books and records
          of the Company as at the applicable dates and for the applicable
          periods. Such financial statements have been prepared in accordance
          with generally accepted accounting principles applied on a consistent
          basis throughout the periods therein specified, except as may be
          disclosed in the notes to such financial statements, or as may be
          permitted by the Securities and Exchange Commission and except as
          disclosed in the filings the Company made in connection with such
          statements, if any.

               (b) Other than as reported in the Company's current reports,
          since September 30, 2003, there has not been any event or material
          adverse change in the financial conditions of the Company as reflected
          in the financial statements which, individually or collectively with
          other events or changes, could have a material adverse effect on the
          Company.

          4.8 LEGAL PROCEEDINGS. Except as disclosed in the Company's public
     filings, there is no material legal or governmental proceeding pending or,
     to the knowledge of the Company, threatened to which the Company is or may
     be a party.

          4.9 INTELLECTUAL PROPERTY. The Company, either directly or through its
     subsidiaries, owns or possesses sufficient rights to use all material
     patents, patent rights, trademarks, copyrights, licenses, inventions, trade
     secrets, trade names and know-how (collectively, "Intellectual Property")
     described or referred to in the Company's public filings as owned or
     possessed by it, except where the failure to currently own or possess would
     not have a material adverse effect on the Company, (ii) to the knowledge of
     the Company, the Company is not infringing, nor has it received any notice
     of, any asserted infringement of, any rights of a third party with respect
     to any Intellectual Property that, individually or in the aggregate, would
     have a material adverse effect on the Company.

          4.10 COMPLIANCE WITH LAW. To the knowledge of the Company, the
     business of the Company is conducted in accordance with applicable laws,
     except to extent that, individually or in the aggregate, would not cause a
     material adverse effect on the Company.


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          4.11 DISCLOSURE. The representations and warranties of the Company
     contained in this Section 4 as of the date hereof and as of the Closing, do
     not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements herein, in light of the
     circumstances under which they are made, not misleading.

     5. REPRESENTATIONS OF THE INVESTORS. Each of the Investors severally
represents to the Company that:

          5.1 ENFORCEABILITY. If such Investor is a corporation, partnership,
     limited liability company, trust or other entity, (i) it is authorized and
     qualified and has full right and power to become an investor in the
     Company, is authorized to purchase the Shares and to perform its
     obligations pursuant to the provisions hereof, (ii) the person signing the
     Transaction Documents to which such Investor is a party and any other
     instrument executed and delivered therewith on behalf of such Investor has
     been duly authorized by such entity and has full power and authority to do
     so, and (iii) such Investor has not been formed for the specific purpose of
     acquiring an interest in the Company.

          5.2 RESTRICTIONS ON TRANSFERABILITY AND HEDGING.

               5.2.1 Such Investor understands that (i) the Shares have not yet
          been registered under the Securities Act of 1933, or under the laws of
          any other jurisdiction; (ii) such Shares cannot be sold, transferred
          or otherwise disposed of unless they are subsequently registered under
          the Securities Act and, where required, under the laws of other
          jurisdictions or unless an exemption from registration is then
          available; (iii) there is now no registration statement on file with
          the Securities and Exchange Commission with respect to the Shares to
          be purchased by the Investor.

               5.2.2 Such Investor acknowledges and agrees that the certificates
          representing the Shares shall bear restrictive legends as counsel to
          the Company may determine are necessary or appropriate, including
          without limitation, legends under applicable securities laws similar
          to the following:

               "The shares represented by this certificate have not been
               registered under the Securities Act of 1933. The shares have been
               acquired for investment and may not be sold, transferred,
               assigned or otherwise disposed of in the absence of an effective
               registration statement with respect to the shares evidenced by
               this certificate, filed and made effective under the Securities
               Act of 1933, or an opinion of the Company's counsel that
               registration under such Act is not required."

               5.2.3 The Company will not register any transfer of Shares not
          made pursuant to registration under the Securities Act, or pursuant to
          an available exemption from registration.

               5.2.4 Such Investor agrees not to engage in hedging transactions
          with regard to the Shares sold pursuant to the Transaction Documents.


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          5.3 OFFSHORE TRANSACTION. Such Investor is not a "U.S. Person", as
     such term is defined in Regulation S under the Securities Act of 1933, its
     principal address is outside the United States and it has no present
     intention of becoming a resident of (or moving its principal place of
     business to) the United States. Such Investor was located outside the
     United States at the time any offer to sell and any other action in
     connection with such offer and sale was made to such Investor and at the
     time that the buy order was originated by the Investor. The Shares are
     being acquired solely for such Investor's own account, and in no event and
     without derogating from the foregoing, for the account or the benefit of a
     U.S. person.

          5.4 INVESTMENT PURPOSES. The Shares are being acquired for investment
     purposes. The Shares are not being purchased with a view to, or for sale in
     connection with, any distribution or other disposition thereof. The
     Investor has no present plans to enter into any contract, undertaking,
     agreement or arrangement for any such resale, distribution or other
     disposition and it will not divide its interest in the Company's Shares
     with others, resell or otherwise distribute the Shares in violation of
     federal or state US Securities laws or the Israeli Securities Law.

          5.5 INFORMATION AND ADVICE.

               5.5.1 Such Investor has carefully reviewed and understands the
          risks of a purchase of the Shares. In connection with such Investor's
          investment in the Company, it has obtained the advice of its own
          investment advisors, counsel and accountants (the "Advisors"). Such
          Investor and its Advisors have reviewed the Company's public filings
          and have been furnished with all materials relating to the Company or
          the offering of the Shares (the "Offering") that they have requested.
          Such Investor and its Advisors have been afforded the opportunity to
          ask questions of the Company concerning the financial and other
          affairs of the Company and the conditions of the Offering and to
          obtain any additional information necessary to verify the accuracy of
          any representations or information set forth with respect to the
          Shares.

               5.5.2 The Company has answered all reasonable inquiries that such
          Investor and its Advisors have made concerning the Company or any
          other matters relating to the creation and operations of the Company
          and the terms and conditions of the Offering.

          5.6 SOPHISTICATION AND RISK.

               5.6.1 It has such knowledge and experience in financial and
          business matters, that it is capable of evaluating, and has evaluated,
          the merits and risks of the Offering. By reason of its business or
          financial experience, it has the capacity to protect its interests in
          connection with an investment in the Company.

               5.6.2 It understands that no Israeli or U.S. federal or state
          agency has passed upon the Shares or made any finding or determination
          as to the fairness of the transactions contemplated in the Transaction
          Documents.

               5.6.3 It understands that the Shares are speculative investments
          which involve a high degree of risk, including the risk that such
          Investor might lose its entire amount invested in the Company.


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               5.6.4 It understands that any tax benefits that may be available
          to such Investor may be lost through adoption of new laws, amendments
          to existing laws or regulations, or changes in the interpretation of
          existing laws and regulations.

               5.6.5 It has the financial ability to bear the economic risk of
          its investment in the Company and has adequate net worth and means of
          providing for the Investor's current needs and contingencies to
          sustain a complete loss of the Investor's investment and has no need
          for liquidity in the Investor's investment in the Company.

               5.6.6 It is an "Accredited Investor," as such term is defined in
          Rule 501 of Regulation D under the Securities Act of 1933.

          5.7 NO SOLICITATION. At no time was such Investor presented with or
     solicited by any leaflet, public promotional meeting, newspaper or magazine
     article, radio or television advertisement or any other form of general
     advertising or general solicitation concerning the Offering.

          5.8 BROKER-DEALER. The Investor is not a broker-dealer, nor is it an
     affiliate of any broker-dealer.

          5.9 FURTHER INDEBTEDNESS. Such Investor acknowledges that no provision
     of the Transaction Documents executed and delivered by the Company in
     connection with this Agreement restricts, or shall be construed to
     restrict, in any way the ability of the Company to incur indebtedness or to
     issue share capital or other equity securities (or securities convertible
     into equity securities) of the Company or to grant liens on its property
     and assets.

          5.10 VOTING AND/OR INVESTMENT CONTROL OVER THE INVESTOR. Each Investor
     has made available to the Company a list of individuals who have or share
     voting and/or investment control over such Investor. The Investor shall
     update such list as reasonably requested by the Company to comply with
     request for such information from any regulatory body.

          5.11 INDEPENDENT INVESTMENT. No Investor has agreed to act with any
     other Investor for the purpose of acquiring, holding, voting or disposing
     of the Shares purchased hereunder, and each Investor is acting
     independently with respect to its investment in the Shares. Nothing
     contained herein or in any Transaction Document, and no action taken by any
     Investor pursuant thereto, shall be deemed to constitute the Investors, or
     any of them, as a partnership, an association, a joint venture or any other
     kind of entity, or create a presumption that the Investors, or any of them,
     are in any way acting in concert or as a group with respect to such
     obligations or the transactions contemplated by the Transaction Documents.

          5.12 NO CONTROL. Such Investor has a minority limited partnership
     interest in Catalyst Fund L.P. ("Catalyst") and pursuant to the Catalyst
     Partnership Agreement, it does not partake in any way, directly or
     indirectly, in the control over Catalyst. For the purpose of this section
     "control" shall include the ability to direct the activity of Catalyst, the
     holding of 25 percent or more of the partnership interest in Catalyst, the
     holding of any interest in the General Partner of Catalyst, the holding of
     a position in Catalyst's Investment Committee, Advisory Board or any other
     similar body.


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          5.13 HOLDINGS. SCHEDULE 1 attached hereto reflects the holdings of the
     Company's shares by each Investor and its affiliates as of the date hereof,
     and as of the Closing.

          5.14 AVAILABILITY OF EXEMPTIONS. The Investor understands that the
     Shares are being offered and sold in reliance on a transactional exemption
     or exemptions from the registration requirements of Israeli and U.S.
     Federal and state securities laws and the Company is relying upon the truth
     and accuracy of the representations, warranties, agreements,
     acknowledgments and understandings of such Investor set forth herein in
     order to determine the applicability of such exemptions and the suitability
     of such Investor to acquire the Shares.

          5.15 DISCLOSURE. The representations and warranties of the Investor
     contained in this Section 5 as of the date hereof and as of the Closing, do
     not contain any untrue statement of a material fact or omit to state a
     material fact required to be stated herein or necessary to make the
     statements herein, in light of the circumstances under which they are made,
     not misleading. Each Investor understands and confirms that the Company
     will rely on the foregoing representations in effecting the transaction
     contemplated in the Transaction Documents and other transactions in
     securities of the Company.

     6. CONDITIONS OF EACH INVESTOR'S OBLIGATION AT THE CLOSING. The obligation
of each Investor to purchase its respective Shares is subject to the fulfillment
or waiver by such Investor prior to or on the date of the Closing of the
conditions set forth in this Section 6. In the event that any such condition is
not satisfied to the satisfaction of an Investor, then such non-satisfied
Investor shall not be obligated to proceed with the purchase of such securities.

          6.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
     of the Company under this Agreement shall be true in all material respects
     as of the Closing, with the same effect as though made on and as of such
     date.

          6.2 COMPLIANCE WITH AGREEMENTS. The Company shall have performed and
     complied in all material respects with all agreements or conditions
     required by this Agreement to be performed and complied with by it prior to
     or as of the Closing.

          6.3 REGISTRATION RIGHTS AGREEMENT. As of the Closing, the Registration
     Rights Agreement in the form attached hereto as EXHIBIT A (the
     "Registration Rights Agreement") shall have been executed and delivered by
     the Company and each Investor.

          6.4 NO INJUNCTION. No statute, rule, regulation, executive order,
     decree, ruling or injunction shall have been enacted, entered, promulgated
     or endorsed by any court or governmental authority of competent
     jurisdiction which prohibits the consummation of any of the transactions
     contemplated by this Agreement

          6.5 MINIMUM INVESTMENT. The aggregate Purchase Amount committed to by
     the Investors hereunder shall be no less than $1,000,000.


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     7. CONDITIONS OF THE COMPANY'S OBLIGATION AT THE CLOSING. The obligation of
the Company to issue the Shares to the Investors at the Closing is subject to
the fulfillment or waiver by the Company prior to or on the Closing of the
conditions set forth in this Section 7. In the event that any such condition is
not satisfied to the satisfaction of the Company, then the Company shall not be
obligated to proceed with the sale of the securities under this Agreement.

          7.1 REPRESENTATIONS AND WARRANTIES. The representations and warranties
     of all Investors under this Agreement shall be true in all material
     respects as of the Closing, with the same effect as though made on and as
     of such date.

          7.2 COMPLIANCE WITH AGREEMENTS. All Investors shall have performed and
     complied in all respects with all agreements or conditions required by this
     Agreement to be performed and complied with by it prior to or as of the
     Closing.

          7.3 REGISTRATION RIGHTS AGREEMENT. As of the Closing, the Registration
     Rights Agreement shall have been executed and delivered by all of the
     Investors.

          7.4 NO INJUNCTION. No statute, rule, regulation, executive order,
     decree, ruling or injunction shall have been enacted, entered, promulgated
     or endorsed by any court or governmental authority of competent
     jurisdiction which prohibits the consummation of any of the transactions
     contemplated by this Agreement.

          7.5 DELIVERY OF PURCHASE AMOUNT. Each of the Investors shall have
     delivered to the Company its respective Purchase Amount for the Shares at
     the Closing Date.

          7.6 GOVERNMENT APPROVALS. The Company shall have received all
     necessary approvals by the Office of the Chief Scientist and the Investment
     Center of the Ministry of Industry, Trade and Labor with respect to the
     transactions contemplated hereby. The Investors shall have executed the
     confirmations required by the Office of Chief Scientist for the grant of
     such approvals.

          7.7 NOTICES TO NASDAQ AND THE TASE. The Company shall have made all
     required filings of notices with Nasdaq and the Tel Aviv Stock Exchange.
     The Company shall use its best efforts to complete such filings.

          7.8 DESIGNATION OF INVESTORS' REPRESENTATIVES. Each Investor delivered
     to the Company a written notice designating such Investor's representative
     in Israel for the purpose of receipt of the shares certificate.

     8. CONFIDENTIALITY. Any information disclosed to each of the Investors or
their respective counsel and consultants (collectively, the "Representatives"),
which has not previously been made available to the general public by the
Company, if any, shall be considered Confidential Information. Each Investor
acknowledges the confidential nature of the Confidential Information it may have
received, and agrees that the Confidential Information is the valuable property
of the Company. Each Investor agrees that it and its Representatives shall not
reproduce any of the Confidential Information without the prior written consent
of the Company, nor shall they use any Confidential Information for any purpose
except as permitted by and in the performance of this Agreement, or divulge all
or any part of the Confidential Information to any third party. The
confidentiality obligations undertaken by the Investors hereunder will remain in
full force and effect regardless of the execution and consummation or
termination of this Agreement.


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     9. MISCELLANEOUS.

          9.1 AMENDMENTS. This Agreement may be modified, supplemented or
     amended only by a written instrument executed by all of the parties.

          9.2 NOTICES. Any notice that is required or provided to be given under
     this Agreement shall be deemed to have been sufficiently given and received
     for all purposes, (i) when delivered in writing by hand, upon delivery;
     (ii) if sent via facsimile, upon transmission and electronic confirmation
     of receipt (and if transmitted and received on a non-business day, on the
     first business day following transmission and electronic confirmation of
     receipt), (iii) seven (7) business days (and fourteen (14) business days
     for international mail) after being sent by certified or registered mail,
     postage and charges prepaid, return receipt requested, or (iv) three (3)
     business days after being sent by internationally overnight delivery
     providing receipt of delivery, to the following addresses:


          if to the Company, B.O.S. Better On Line Solutions Ltd., Beit Rabin,
          100 BOS Road, Teradyon Industrial Park, Misgav 20179, Israel attn: Mr.
          Nehemia Kaufman, CFO , facsimile: (972) 4 999-0334, with a copy to
          Amit, Pollak Matalon & Co., NYP Tower, 17 Yitzhak Sadeh St., Tel-Aviv
          67775 Israel attn: Yonatan Altman, Adv. Fax: (972) 3 561-3620; or at
          any other address designated by the Company to the Investors in
          writing;

          if to an Investor, to its address listed on SCHEDULE 1 hereto or at
          any other address designated by the Investor to the Company in
          writing.

          9.3 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Without limitation to
     Section 8 above, all representations and warranties contained herein or in
     any Transaction Document or in any other certificate delivered hereunder or
     thereunder shall survive after the execution and delivery of this Agreement
     or such certificate or document, as the case may be, for a period of 24
     months from the date hereof. All covenants and agreements in any
     Transaction Documents shall survive in accordance with their terms. This
     Section shall survive the termination of this Agreement for any reason.

          9.4 DELAYS OR OMISSIONS; WAIVER. Except as expressly provided herein,
     no delay or omission to exercise any right, power or remedy accruing to any
     party under this Agreement shall impair any such right, power or remedy of
     such party nor shall it be construed to be a waiver of any breach or
     default, or an acquiescence thereto, or of a similar breach or default
     thereafter occurring; nor shall any waiver of any single breach or default
     be deemed a waiver of any other breach or default theretofore or thereafter
     occurring. Any waiver, permit, consent or approval of any kind or character
     on the part of any party hereto of any breach or default under this
     Agreement, or any waiver on the part of any party of any provisions or
     conditions of this Agreement, must be in writing and shall be effective
     only to the extent specifically set forth in such writing.

          9.5 OTHER REMEDIES. Any and all remedies herein expressly conferred
     upon a party shall be deemed cumulative with, and not exclusive of, any
     other remedy conferred hereby or by law on such party, and the exercise of
     any one remedy shall not preclude the exercise of any other.

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          9.6 ENTIRE AGREEMENT. This Agreement and the exhibits and schedules
     hereto, constitute the entire understanding and agreement of the parties
     hereto with respect to the subject matter hereof and thereof and supersede
     all prior and contemporaneous agreements or understandings, inducements or
     conditions, express or implied, written or oral, between the parties with
     respect hereto and thereto.

          9.7 HEADINGS. All section headings herein are inserted for convenience
     only and shall not modify or affect the construction or interpretation of
     any provision of this Agreement.

          9.8 SEVERABILITY. Should any one or more of the provisions of this
     Agreement (including its exhibits and schedules) or of any agreement
     entered into pursuant to this Agreement be determined to be illegal or
     unenforceable, all other provisions of this Agreement and of each other
     agreement entered into pursuant to this Agreement, shall be given effect
     separately from the provision or provisions determined to be illegal or
     unenforceable and shall not be affected thereby. The parties further agree
     to replace such void or unenforceable provision of this Agreement with a
     valid and enforceable provision, which will achieve, to the extent
     possible, the economic, business and other purposes of the void or
     unenforceable provision.

          9.9 ASSIGNMENT. This Agreement may not be assigned in whole or in part
     by any Investor without the prior written consent of the Company.

          9.10 GOVERNING LAW AND VENUE. This Agreement shall be construed in
     accordance with and governed by the internal laws of the State of Israel,
     without regard to conflict of laws provisions. Any dispute arising under or
     in relation to this Agreement shall be adjudicated in the competent court
     of Tel Aviv-Jaffa district only, and each of the parties hereby submits
     irrevocably to the exclusive jurisdiction of such court.

          9.11 COUNTERPARTS. This Agreement may be executed concurrently in any
     number of counterparts, each of which shall be deemed an original, but all
     of which together shall constitute one and the same instrument.

          9.12 FURTHER ACTIONS. At any time and from time to time, each party
     agrees, without further consideration, to take such actions and to execute
     and deliver such documents as may be reasonably necessary to effectuate the
     purposes of this Agreement.

          9.13 INDEPENDENT NATURE OF INVESTORS' OBLIGATIONS AND RIGHTS. The
     obligations of each Investor under any Transaction Document are several and
     not joint with the obligations of any other Investor, and no Investor shall
     be responsible in any way for the performance of the obligations of any
     other Investor under any Transaction Document.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)


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IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date first set forth above.



   B.O.S. BETTER ON LINE SOLUTIONS LTD.

   By:____________________________

         Name: ___________________

         Title: __________________



   HILLSWOOD HOLDINGS LIMITED

   By:____________________________

         Name: ___________________

         Title: __________________


   VAMOS INC.

   By:____________________________

         Name: ___________________

         Title: __________________


                                     - 11 -
<PAGE>


                                   SCHEDULE 1
<TABLE>
<CAPTION>

                                                        NO. OF          PRE-CLOSING HOLDINGS      POST-CLOSING HOLDINGS
                                        PURCHASE        SHARES          --------------------     -----------------------
INVESTOR'S NAME AND ADDRESS              AMOUNT        PURCHASED        Amount       Percent     Amount          Percent
---------------------------             --------        -------         ------       -------     -------         -------
<S>                                     <C>             <C>             <C>            <C>       <C>              <C>
HILLSWOOD HOLDINGS LIMITED              $750,000        267,857         42,262         1.1%      310,119          7.44%
PO Box 3136, Akara
Building, Suite 8,
Wickams Cay 1, Road
Town
Tortola, BVI

Address:
Hillswood Holdings Ltd.
c/o Credit Suisse Trust
Limited, Guernsey Office,
P.O. Box 122, Helvetia
Court, South Esplanade,
St. Peter Port, Guernsey,
GY1 4EE, Channel
Islands For the attention
of Frank Robinson
Fax. 44 1481 726 218
</TABLE>


                                     - 12 -
<PAGE>

<TABLE>
<CAPTION>

<S>                                     <C>             <C>             <C>            <C>       <C>              <C>
VAMOS INC.                               $250,00         89,286           ----        ----        89,286          2.14%
c/o GISE
37 G. Sisini Street
Athens 115 28
Greece
Tel: + 30 210 725 8686
Fax: + 30 210 725 8685

With a copy to:

Mr. Chandran Gnanakuru, Director
Curzon Associates Ltd.
5th Floor, 12 Berkeley Street
London W1J 8DT, United Kingdom
Tel: 44 (0) 20 7318 2901 (direct)
Fax: 44 (0) 20 7318 2949
Mobile: 44 (0) 7973 640043

Total                                 $1,000,000        357,143
</TABLE>


                                     - 13 -
<PAGE>


                                    EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT


                                     - 14 -
<PAGE>



                          REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT") is made as of
December 14, 2003, by and between B.O.S. Better Online Solutions Ltd., a company
organized under the laws of Israel ("BOS" or the "COMPANY"), and the other
parties listed on Schedule 1 hereto (each an "INVESTOR" and collectively, the
"INVESTORS"). BOS and the Investors shall be referred to herein collectively as
the "PARTIES".



                                   WITNESSETH



     WHEREAS, concurrently with the execution and delivery of this Agreement,
the Parties are entering into a Share Purchase Agreement (the "PURCHASE
AGREEMENT"), which provides that, upon the terms and conditions thereof, BOS
will sell to the Investors Ordinary Shares of BOS as more fully provided therein
(the "BOS SHARES"); and

     WHEREAS, BOS agrees to grant the Investors registration rights with respect
to the BOS Shares under the terms and conditions set forth herein; and

     WHEREAS, BOS is party to certain Registration Rights Agreements (the
"EXISTING REGISTRATION RIGHTS AGREEMENTS") with the shareholders listed therein
(collectively, the "EXISTING SHAREHOLDERS") which require the consent of the
holders of at least a majority of the then outstanding Registrable Securities
(as defined therein) in order for BOS to enter into an agreement for the grant
of registration rights senior to or in parity with the rights of such Existing
Shareholders; and

     WHEREAS, BOS has not obtained such consent and consequently the
registration rights granted hereunder shall be subordinate to the rights of the
Existing Shareholders; and

     WHEREAS, the Parties wish to define the respective rights and obligations
of the Parties in connection with the grant of registration rights contemplated
hereby.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements herein set forth, the Parties hereby agree as follows:



1.   DEFINITIONS.

     As used in this Agreement the following terms shall have the following
     meanings:

     (a)  "Closing" means the date that the Closing shall occur under the
          Purchase Agreement.

     (b)  "Commission" means the Securities and Exchange Commission or any other
          Federal agency at the time administering the Securities Act.


<PAGE>


     (c)  "Exchange Act" means the Securities Exchange Act of 1934 or any
          successor Federal statute, and the rules and regulations of the
          Commission promulgated thereunder, all as the same shall be in effect
          from time to time.

     (d)  "Existing Shareholders" means holders of the Company's Registrable
          Securities, that are entitled to registration rights pursuant to their
          respective Existing Registration Agreement.

     (e)  "Investors" means the persons identified on Schedule 1 hereto.

     (f)  "Ordinary Shares" means the ordinary shares of the Company, par value
          NIS 4.00 each.

     (g)  "Primary Shares" means at any time the authorized but unissued shares
          of Ordinary Shares held by the Company in its treasury.

     (h)  "Purchase Agreement" means the Share Purchase Agreement between the
          Company and the Investors, to which this Agreement is attached as
          Exhibit A.

     (i)  "Registrable Securities" means the Ordinary Shares defined as
          Registrable Securities under the Existing Registration Rights
          Agreements.

     (j)  "Registrable Shares" means Ordinary Shares purchased by the Investors
          at the Closing (as such term is defined in the Purchase Agreement) as
          described on Schedule 1. As to any particular Registrable Shares, such
          Registrable Shares shall cease to be Registrable Shares when (i) they
          have been registered under the Securities Act, the registration
          statement in connection therewith has been declared effective and they
          have been disposed of pursuant to such effective registration
          statement, (ii) they are eligible to be sold or distributed without
          volume limitations pursuant to Rule 144(k), or (iii) they shall have
          ceased to be outstanding.

     (k)  "Rule 144" means Rule 144 promulgated under the Securities Act or any
          successor rule thereto or any complementary rule thereto (such as Rule
          144A).

     (l)  "Securities Act" means the Securities Act of 1933, as amended, or any
          successor Federal statute, and the rules and regulations of the
          Commission thereunder, all as the same shall be in effect from time to
          time.


                                       2
<PAGE>


2.   INCIDENTAL REGISTRATION.

     2.1  If the Company at any time shall determine to prepare and file with
          the Commission a registration statement relating to an offering of its
          equity securities, for its own account or the account of others
          (except with respect to registration statements on Form F-4, Form S-8
          or another form not available for registering the Registrable Shares
          for sale to the public), each such time it will give written notice to
          all holders of Registrable Shares of its intention so to do. The
          Company shall, upon the written request of any such holder, received
          by the Company within 20 days after the giving of any such notice by
          the Company, to register any of its Registrable Shares, use its best
          efforts to cause the Registrable Shares as to which registration shall
          have been so requested to be included in the securities to be covered
          by the registration statement proposed to be filed by the Company, all
          to the extent requisite to permit the sale or other disposition by the
          holders of such Registrable Shares. Notwithstanding the above,
          Registrable Shares shall be included in such registration statement
          only to the extent that their inclusion will not limit the number of
          Registrable Securities sought to be included by the Existing
          Shareholders or reduce the offering price thereof.

     2.2  In the event that any registration pursuant to this Section 2, shall
          be, in whole or in part, an underwritten public offering, and the
          managing underwriter advises the Company that the inclusion of all
          Primary Shares, Registrable Shares, and/or Registrable Securities
          proposed to be included in such registration would interfere with the
          successful marketing (including pricing) of the offering, then the
          size of the offering shall be reduced accordingly and include first
          the Primary Shares and the Registrable Securities proposed to be
          registered (allocated subject to and in accordance with any rules of
          priority provided under the Existing Registration Agreements) and then
          the available number of Registrable Shares. Notwithstanding the
          foregoing provisions, the Company may withdraw any registration
          statement referred to in this Section 2 without thereby incurring any
          liability to the holders of the Registrable Shares.



3.   HOLDBACK AGREEMENT


     If the Company at any time shall register Primary Shares under the
     Securities Act for sale to the public pursuant to a firm commitment public
     offering, the Investors shall not sell publicly, make any short sale of,
     grant any option for the purchase of, or otherwise dispose publicly of, any
     Registrable Shares as required by any underwriter in connection with such
     registration, and without the prior written consent of the Company, for up
     to 90 days from the close of such offering.


                                       3
<PAGE>


4.   PREPARATION AND FILING.

     4.1  If and whenever the Company shall have filed a registration statement
          which includes Registrable Shares, the Company shall , as
          expeditiously as practicable:


          (a)  use its best efforts to cause a registration statement that
               registers such Registrable Shares to become and remain effective
               for a period of 180 days or until all of such Registrable Shares
               have been disposed of (if earlier); it being understood that such
               registration statement may, in the Company's discretion, be on
               any form that the Company is eligible to use to register the
               resale of the Registrable Shares; it being further understood
               that before or following the effectiveness of a registration
               statement covering the Registrable Shares, the Company may change
               to another form of registration statement for which the Company
               is then eligible to register its securities, provided that at
               least one registration statement covering the Registrable Shares
               not yet sold remains effective during such 180 day period or
               until all of such Registrable Shares have been disposed of (if
               earlier). In addition, by or before the conclusion of such 180
               day period, the Company may take such actions for any such
               registration statement covering Registrable Shares (or, in the
               Company's discretion, a registration statement on another form
               that the Company is eligible to use to register its securities)
               to remain effective for such additional time period as the
               Company shall decide in its sole discretion;


          (b)  prepare and file with the Commission such amendments and
               supplements to such registration statement and the prospectus
               used in connection therewith as may be necessary to keep such
               registration statement (or, in the Company's discretion, a
               registration statement on another form that the Company is
               eligible to use to register its securities) effective for a
               period of 180 days or until all of such Registrable Shares have
               been disposed of (if earlier) and to comply with the provisions
               of the Securities Act with respect to the sale or other
               disposition of such Registrable Shares, or such longer period as
               is determined by the Company pursuant to Section 4.1(a) hereof;

          (c)  use its best efforts to register or qualify such Registrable
               Shares under such other securities or blue sky laws of such
               jurisdictions as the Investors reasonably request and do any and
               all other acts and things that may be reasonably necessary or
               advisable to enable the Investors to consummate the disposition
               in such jurisdictions of the Registrable Shares owned by the
               Investors; provided, however, that the Company will not be
               required to qualify generally to do business, subject itself to
               general taxation or consent to general service of process in any
               jurisdiction where it would not otherwise be required to do so
               but for this paragraph (c) or to provide any material undertaking
               or make any changes in its By-laws or Articles of Association
               which the Board of Directors determines to be contrary to the
               best interests of the Company or to modify any of its contractual
               relationships then existing;


                                       4
<PAGE>


          (d)  furnish to the Investors holding such Registrable Shares such
               number of copies of a summary prospectus, if any, or other
               prospectus, including a preliminary prospectus, in conformity
               with the requirements of the Securities Act, and such other
               documents as such Investors may reasonably request in order to
               facilitate the public sale or other disposition of such
               Registrable Shares;


          (e)  without limiting subsection (c) above, use its best efforts to
               cause such Registrable Shares to be registered with or approved
               by such other governmental agencies or authorities as may be
               necessary by virtue of the business and operations of the Company
               to enable the Investors holding such Registrable Shares to
               consummate the disposition of such Registrable Shares;


          (f)  notify the Investors holding such Registrable Shares on a timely
               basis at any time when a prospectus relating to such Registrable
               Shares is required to be delivered under the Securities Act
               within the appropriate period mentioned in subparagraph (a) of
               this Section 4, of the happening of any event as a result of
               which the prospectus included in such registration statement, as
               then in effect, includes an untrue statement of a material fact
               or omits to state a material fact required to be stated therein
               or necessary to make the statements therein not misleading in
               light of the circumstances then existing and, at the request of
               an Investor, prepare and furnish to such Investor a reasonable
               number of copies of a supplement to or an amendment of such
               prospectus as may be necessary so that, as thereafter delivered
               to the offerees of such shares, such prospectus shall not include
               an untrue statement of a material fact or omit to state a
               material fact required to be stated therein or necessary to make
               the statements therein not misleading in light of the
               circumstances then existing;


          (g)  provide a transfer agent and registrar (which may be the same
               entity and which may be the Company) for such Registrable Shares;


          (h)  issue to any underwriter to which the Investors may sell shares
               in such offering certificates evidencing such Registrable Shares;


                                       5
<PAGE>


          (i)  list such Registrable Shares on the automated quotation system of
               the National Association of Securities Dealers, Inc. (the
               "NASD");


          (j)  subject to all the other provisions of this Agreement, use its
               best efforts to take all other steps accessory to effect the
               registration of such Registrable Shares contemplated hereby.


     4.2  The Investors, upon receipt of any notice from the Company of any
          event of the kind described in Section 4.1(f) hereof, shall forthwith
          discontinue disposition of the Registrable Shares pursuant to the
          registration statement covering such Registrable Shares until the
          Investors' receipt of the copies of the supplemented or amended
          prospectus contemplated by Section 4.1(f) hereof, and, if so directed
          by the Company, the Investors shall deliver to the Company all copies
          then in the Investors' possession, of the prospectus covering such
          Registrable Shares at the time of receipt of such notice.


5.   EXPENSES

     All expenses (other than underwriting discounts and commissions relating to
     the Registrable Shares, as provided in the last sentence of this Section 5)
     incurred by the Company in complying with Section 4, including, without
     limitation, all registration and filing fees (including all expenses
     incident to filing with the NASD), fees and expenses of complying with
     securities and blue sky laws, printing expenses, and fees and expenses of
     the Company's legal counsel and accountants shall be borne by the Company;
     provided, however, that all underwriting discounts and selling commissions
     applicable to the Registrable Shares shall be borne by the holders selling
     such Registrable Shares in proportion to the number of Registrable Shares
     sold by each such shareholder.

                                       6
<PAGE>


6.   INDEMNIFICATION


     (a)  In connection with any registration of any Registrable Shares under
          the Securities Act pursuant to this Agreement, the Company shall
          indemnify and hold harmless each Investor, each underwriter, broker or
          any other person acting on behalf of the holders of Registrable Shares
          against any losses, claims, damages or liabilities, joint or several
          (or actions in respect thereof), to which any of the foregoing persons
          may become subject under the Securities Act or otherwise, insofar as
          such losses, claims, damages or liabilities (or actions in respect
          thereof) arise out of or are based upon an untrue statement or
          allegedly untrue statement of a material fact contained in the
          registration statement under which such Registrable Shares were
          registered under the Securities Act, any preliminary prospectus or
          final prospectus contained therein or otherwise filed with the
          Commission, any amendment or supplement thereto or any document
          incident to registration or qualification of any Registrable Shares,
          or arise out of or are based upon the omission or alleged omission to
          state therein a material fact required to be stated therein or
          necessary to make the statements therein not misleading or, with
          respect to any prospectus, necessary to make the statements therein in
          light of the circumstances under which they were made not misleading,
          or any violation by the Company of the Securities Act or state
          securities or blue sky laws applicable to the Company and relating to
          action or inaction required of the Company in connection with such
          registration or qualification under such state securities or blue sky
          laws; and shall reimburse each Investor, such underwriter, such broker
          or such other person acting on behalf of the holders of Registrable
          Shares for any legal or other expenses reasonably incurred by any of
          them in connection with investigating or defending any such loss,
          claim, damage, liability or action; provided, however, that the with
          respect to any particular Investor, the Company shall not be liable in
          any such case to the extent that any such loss, claim, damage,
          liability or action (including any legal or other expenses incurred)
          arises out of or is based upon an untrue statement or allegedly untrue
          statement or omission or alleged omission made in said registration
          statement, preliminary prospectus, final prospectus, amendment
          supplement or document incident to registration or qualification of
          any Registrable Shares in reliance upon and in conformity with written
          information furnished to the Company through an instrument duly
          executed by such Investor or his counsel or underwriter specifically
          for use in the preparation thereof; provided further, however, that
          the foregoing indemnity agreement is subject to the condition that,
          insofar as it relates to any untrue statement, omission or alleged
          omission made in any preliminary prospectus but eliminated or remedied
          in the final prospectus (filed pursuant to Rule 424 of the Securities
          Act), such indemnity agreement shall not inure to the benefit of any
          Investor, underwriter, broker or other person acting on behalf of
          holders of the Registrable Shares from whom the person asserting any
          loss, claim, damage, liability or expense purchased the Registrable
          Shares which are the subject thereof, if a copy of such final
          prospectus had been made available to such person and such Investor,
          underwriter, broker or other person acting on behalf of holders of the
          Registrable Shares and such final prospectus was not delivered to such
          person with or prior to the written confirmation of the sale of such
          Registrable Shares to such person.

     (b)  In connection with any registration of Registrable Shares under the
          Securities Act pursuant to this Agreement, each Investor shall,
          severally and not jointly, indemnify and hold harmless (in the same
          manner and to the same extent as set forth in the preceding paragraph
          of this Section 6) the Company, each director of the Company, each
          officer of the Company who shall sign such registration statement,
          each representative of the Company, including the Company's counsel,
          each underwriter, broker or other person acting on behalf of the
          holders of Registrable Shares and each person who controls any of the
          foregoing persons within the meaning of the Securities Act with
          respect to any statement or omission from such registration statement,
          any preliminary prospectus or final prospectus contained therein or
          otherwise filed with the Commission, any amendment or supplement
          thereto or any document incident to registration or qualification of
          any Registrable Shares, if such statement or omission was made in
          reliance upon and in conformity with written information furnished to
          the Company or such underwriter by such Investor specifically for use
          in connection with the preparation of such registration statement,
          preliminary prospectus, final prospectus, amendment, supplement or
          document.


                                       7
<PAGE>


     (c)  Promptly after receipt by an indemnified party of notice of the
          commencement of any action involving a claim referred to in the
          preceding paragraphs of this Section 6, such indemnified party will,
          if a claim in respect thereof is made against an indemnifying party,
          give written notice to the latter of the commencement of such action.
          The failure of any indemnified party to notify an indemnifying party
          of any such action shall not (unless such failure shall have a
          material adverse effect on the indemnifying party) relieve the
          indemnified party on account of this Section 6. In case any such
          action is brought against an indemnified party, the indemnifying party
          will be entitled to participate in and to assume the defense thereof,
          jointly with any other indemnifying party similarly notified to the
          extent that it may wish, with counsel reasonably satisfactory to such
          indemnified party, and after notice from the indemnifying party to
          such indemnified party of its election so to assume the defense
          thereof, the indemnifying party shall not be responsible for any legal
          or other expenses subsequently incurred by the indemnified party in
          connection with the defense thereof; provided, however, that if any
          indemnified party shall have reasonably concluded that there may be
          one or more legal or equitable defenses available to such indemnified
          party which are additional to or conflict with those available to the
          indemnifying party, or that such claim or litigation involves or could
          have an effect upon matters beyond the scope of the indemnity
          agreement provided in this Section 6, the indemnifying party shall not
          have the right to assume the defense of such action on behalf of such
          indemnified party (but shall have the right to participate therein
          with counsel of its choice) and such indemnifying party shall
          reimburse such indemnified party and any person controlling such
          indemnified party for that portion of the fees and expenses of any
          counsel retained by the indemnified party which is reasonably related
          to the matters covered by the indemnity agreement provided in this
          Section 6. If the indemnifying party is not entitled to, or elects not
          to, assume the defense of a claim, it will not be obligated to pay the
          fees and expenses of more than one counsel with respect to such claim.


                                       8
<PAGE>


     (d)  If the indemnification provided for in this Section 6 is held by a
          court of competent jurisdiction to be unavailable to an indemnified
          party with respect to any loss, claim, damage, liability or action
          referred to herein, then the indemnifying party, in lieu of
          indemnifying such indemnified party hereunder, shall contribute to the
          amounts paid or payable by such indemnified party as a result of such
          loss, claim, damage, liability or action in such proportion as is
          appropriate to reflect the relative fault of the indemnifying party on
          the one hand and of the indemnified party on the other in connection
          with the statements or omissions which resulted in such loss, claim,
          damage, liability or action as well as any other relevant equitable
          considerations. The relative fault of the indemnifying party and of
          the indemnified party shall be determined by reference to, among other
          things, whether the untrue or alleged untrue statement of a material
          fact or the omission or alleged omission to state a material fact
          relates to information supplied by the indemnifying party or by the
          indemnified party and the parties' relative intent, knowledge, access
          to information and opportunity to correct or prevent such statement or
          omission. The parties agree that it would not be just and equitable if
          contribution pursuant hereto were determined by pro rata allocation or
          by any other method or allocation which does not take account of the
          equitable considerations referred to herein. No person guilty of
          fraudulent misrepresentation shall be entitled to contribution from
          any person.


7.   UNDERWRITING AGREEMENT


     No shareholder may participate in any underwritten registration hereunder
     unless such shareholder (a) agrees to register such shareholder's Ordinary
     Shares on the basis provided in any underwriting arrangements and (b)
     completes and executes all questionnaires, powers of attorney, indemnities,
     underwriting agreements and other documents reasonably and customarily
     required under the terms of such underwriting arrangements.


8.   INFORMATION BY HOLDER


     Each Investor shall furnish to the Company such written information
     regarding such Investor and the distribution proposed by the Investor as
     the Company may reasonably request in writing and as shall be reasonably
     required in connection with any registration, qualification or compliance
     referred to in this Agreement.


9.   EXCHANGE ACT COMPLIANCE


     The Company shall comply with all of the reporting requirements of the
     Exchange Act applicable to it (excluding Section 14 of the Exchange Act if
     not then applicable to the Company) and shall comply with all other public
     information reporting requirements of the Commission which are conditions
     to the availability of Rule 144 for the sale of the Ordinary Shares. The
     Company shall cooperate with the Investors in supplying such information as
     may be necessary for the Investors to complete and file any information
     reporting forms presently or hereafter required by the Commission as a
     condition to the availability of Rule 144.


                                       9
<PAGE>


10.  CONFLICT OF RIGHTS


     The Company has, in the past, granted to the Existing Shareholders
     registration rights that are superior to or at par with the registration
     rights granted hereunder. The Company shall not, after the date hereof,
     without the prior written consent of the holders of a majority of the
     Registrable Shares, grant any registration rights to holders of the
     Company's securities not having any registration rights on the date hereof
     that (i) prohibit the registration rights granted hereunder or limit the
     number of Registrable Shares sought to be included by the Investors
     hereunder or (ii) include the right to a demand registration, unless such
     right shall also be granted to the Investors. Notwithstanding the above,
     the Company shall be required to grant demand rights pursuant to sub
     section (ii) above only to Investors holding in the aggregate at the time
     of the demand no less than 150,000 Registrable Shares (as adjusted for any
     share combination or subdivision).

11.  TERMINATION

     This Agreement shall terminate and be of no further force or effect when
     there shall no longer be any Registrable Shares outstanding, provided that
     Sections 5 and 6 shall survive any termination of this Agreement. Without
     limitation to the above, no holder or Registrable Shares shall be entitled
     to exercise any right provided hereunder after ten (10) years following the
     date hereof.



12.  MISCELLANEOUS


     12.1. This Agreement shall bind and inure to the benefit of the Company and
          the Investors and, subject to Section 12.2, the respective successors
          and assigns of the Company and the Investors.



     12.2. An Investor may assign his rights hereunder to any purchaser or
          transferee of Registrable Shares; provided, however, that such
          purchaser or transferee shall, as a condition to the effectiveness of
          such assignment, be required to execute a counterpart to this
          Agreement agreeing to be treated as an Investor whereupon such
          purchaser or transferee shall have the benefits of, and shall be
          subject to the restrictions contained in, this Agreement as if such
          purchaser or transferee was originally included in the definition of
          an Investor herein and had originally been a party hereto.



     12.3. This Agreement and the other writings referred to herein or therein
          or delivered pursuant hereto or thereto, contains the entire agreement
          between each of the Investors and the Company with respect to the
          subject matter hereof and supersede all prior and contemporaneous
          arrangements or understandings with respect thereto. With the written
          consent of the holders of majority of the then outstanding Registrable
          Shares, the obligations of the Company under this Agreement may be
          waived (either generally or in a particular instance and either
          retroactively or prospectively) or the Company and the Investors may
          enter into a supplementary agreement for the purpose of adding any
          provisions to or changing in any manner or eliminating any of the
          provisions of this Agreement. Written notice of any such waiver,
          consent or agreement of amendment, modification or supplement shall be
          given to the Investors who have not previously consented thereto in
          writing.


                                       10
<PAGE>


     12.4. Any notice that is required or provided to be given under this
          Agreement shall be deemed to have been sufficiently given and received
          for all purposes, (i) when delivered in writing by hand, upon
          delivery; (ii) if sent via facsimile, upon transmission and electronic
          confirmation of receipt (and if transmitted and received on a
          non-business day, on the first business day following transmission and
          electronic confirmation of receipt), (iii) seven (7) business days
          (and fourteen (14) business days for international mail) after being
          sent by certified or registered mail, postage and charges prepaid,
          return receipt requested, or (iv) three (3) business days after being
          sent by internationally overnight delivery providing receipt of
          delivery, to the following addresses:

               if to the Company:

               B.O.S. Better On Line Solutions Ltd., Beit Rabin, 100 BOS Road,
               Teradyon Industrial Park, Misgav 20179, Israel attn.: Mr. Nehemia
               Kaufman, CFO, facsimile: (972) 4 999-0334, with a copy to Amit,
               Pollak Matalon & Co., NYP Tower, 17 Yitzhak Sadeh St., Tel-Aviv
               67775 Israel attn: Yonatan Altman, Adv. Fax: (972) 3 561-3620; or
               at any other address designated by the Company to the Investors
               in writing;

               if to an Investor, to its address listed on Schedule 1 hereto or
               at any other address designated by the Investor to the Company in
               writing.


     12.5. This Agreement may be executed in any number of counterparts, and
          each such counterpart hereof shall be deemed to be an original
          instrument, but all such counterparts together shall constitute but
          one agreement.


     12.6. The headings of the various sections of this Agreement have been
          inserted for convenience of reference only and shall not be deemed to
          be a part of this Agreement.


     12.7. This Agreement shall be construed in accordance with and governed by
          the internal laws of the State of Israel, without regard to conflict
          of laws provisions. Any dispute arising under or in relation to this
          Agreement shall be adjudicated in the competent court of Tel
          Aviv-Jaffa district only, and each of the parties hereby submits
          irrevocably to the exclusive jurisdiction of such court.



                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)


                                       11
<PAGE>


IN WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
as of the date first set forth above.



   B.O.S. BETTER ON LINE SOLUTIONS LTD.

   By:____________________________

        Name: ____________________

        Title: ___________________


   HILLSWOOD HOLDINGS LIMITED

   By:____________________________

        Name: ____________________

        Title: ___________________


   VAMOS INC.

   By:____________________________

        Name: ____________________

        Title: ___________________


                                       12
<PAGE>


                                   SCHEDULE 1

<TABLE>
<CAPTION>

                                                            NO. OF           PRE-CLOSING HOLDINGS       POST-CLOSING HOLDINGS
                                         PURCHASE           SHARES            ------------------       -----------------------
INVESTOR'S NAME AND ADDRESS               AMOUNT           PURCHASED          Amount     Percent       Amount          Percent
---------------------------             ----------         ---------          ------     -------       -------         -------
<S>                                     <C>                 <C>               <C>          <C>         <C>              <C>
HILLSWOOD HOLDINGS LIMITED              $  750,000          267,857           42,262       1.1%        310,119          7.44%
PO Box 3136, Akara Building,
Suite 8, Wickams Cay 1, Road Town
Tortola, BVI

Address:
Hillswood Holdings Ltd. c/o
Credit Suisse Trust Limited,
Guernsey Office, P.O. Box 122,
Helvetia Court, South Esplanade,
St. Peter Port, Guernsey, GY1
4EE, Channel Islands For the
attention of  Frank Robinson
Fax. 44 1481 726 218
</TABLE>


                                       13
<PAGE>


<TABLE>
<CAPTION>
                                                                             PRE-CLOSING HOLDINGS       POST-CLOSING HOLDINGS
                                                                              ------------------       -----------------------
<S>                                     <C>                 <C>               <C>          <C>         <C>              <C>
VAMOS INC                               $   250,00           89,286            -----     -----         89,286          2.14%
c/o GISE
37 G. Sisini Street
Athens 115 28
Greece
Tel: + 30 210 725 8686
Fax: + 30 210 725 8685

With a copy to:

Mr. Chandran Gnanakuru, Director
Curzon Associates Ltd.
5th Floor, 12 Berkeley St
London W1J 8DT, United Kingdom
Tel: 44 (0) 20 7318 2901 (direct)
Fax: 44 (0) 20 7318 2949
Mobile: 44 (0) 7973 640043

Total                                   $1,000,000          357,143
</TABLE>



                                       14