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EXHIBIT 4.15

# ASSET PURCHASE
AGREEMENT

This
Asset Purchase Agreement (this Agreement) is entered into and effective
on July 18, 2005 (the Execution Date), by and among BOSCom Ltd.
from Beit Rabin, Teradyon Industrial Park, Misgav (BOSCom), Consist
Technologies Ltd. from 2 Granit St. Petah Tikva (Consist Ltd.) and
Consist International Inc. from 10 East 53rd St., New York NY 10022
(Consist International). Consist Ltd. And Consist International shall
be referred to, collectively, as Consist.

|WHEREAS |  | BOSCom
desires to sell to Consist, and Consist desires to purchase from BOSCom, the Purchased
Assets (as defined in this Agreement), on the terms and conditions, and for the
consideration, set forth herein.
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOW, THEREFORE, in consideration of
the foregoing and the mutual representations, warranties, and conditions set forth in this
Agreement, Consist and BOSCom hereby agree as follows:

# SECTION 1  DEFINITIONS

The following terms shall have the
meaning as detailed below:

1.1.    
          ACCOUNTS RECEIVABLE means all accounts receivable of BOSCom relating
          to the rights of BOSCom to receive payment for Products to be sold or services
          to be rendered starting from the Cut-Off date, including for the sale,
          distribution, license, support or maintenance of, or the provision of consulting
          services (all starting from the Cut-Off Date onwards) with respect to, the
          Product.

1.2.    
          ASSETS means the assets set forth on Schedule 1.2 hereto
          which include the following: (a) the source code and the object code for any and
          all existing versions of the Product, whether now in existence or in the
          development stage, whether recorded on paper, magnetic media or other electronic
          device; (b) all intellectual property rights in the Product including know-how,
          technology, the PrintBOS trade mark and copyrights; (c) the Documentation; (d)
          the Contracts; (e) the Physical Assets including all assignable rights under
          manufacturers and vendors warranties and transferable software
          licenses; (f) the Proprietary Rights; (g) Users Lists; (h) all goodwill
          associated with the Product.

1.3.    
          CONTRACTS means all Customer Agreements, agency and distribution
          agreements, supplier agreements, service agreements, independent contractor
          agreements and other agreements (including all material related documentation)
          between BOSCom and any third party pertaining to the Product, as listed in
          Schedule 1.3 hereof.

1.4.    
          CLOSING means the closing of the transactions contemplated by this
          Agreement.



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1.5.    
          CLOSING DATE is as set in Section 9 hereof.

1.6.    
          CONFIDENTIAL INFORMATION has the meaning set forth in Section 7.3.

1.7.    
          CUSTOMER AGREEMENTS means any and all licenses, leases, distribution
          and maintenance agreements whereby BOSCom has authorized any third party to use
          or distribute the Product as of the Cut-Off Date.

1.8.    
          CUT-OFF DATE  means July 31st 2005.

1.9.    
          DOCUMENTATION means all documentation in BOSComs possession,
          or control pertaining to the Product, including, user documentation for the
          Product, any marketing materials, the Product-related contents of Web pages,
          product specifications, flow charts, diagrams, algorithms, other design
          documentation, training manuals, bug lists, and any source code versions of the
          same, records of customer service issues, plans for future development of the
          Product, or other matters related to the use, operation, development of the
          Product.

1.10.    
          PHYSICAL ASSETS means the computer and hardware forming the
          workstations and the development environment of the Products developing
          team in Israel detailed in Schedule 1.2 attached hereto and all related
          rights, manufacturer or distributor warranties, maintenance and service
          agreements, and the transferable software licenses.

1.11.    
          PROPRIETARY RIGHTS means the PrintBOS trademark, the patents (if any), all
          registered and unregistered copyrights in or to the Product and the
          Documentation and all applications for registration thereof, and all know-how,
          trade secrets, business information, and other intellectual and industrial
          property rights in the Product or the Documentation.

1.12.    
          PRODUCT means all computer program(s), data compilation(s) and/or
          other intellectual property of intangible nature for the PrintBOS
          product and all its components, as more fully described in Schedule 1.12
          attached hereto, including all codes relating to it.

1.13.    
          PURCHASED ASSETS means the Product and the Assets.

1.14.    
          USER LISTS means BOSComs user lists, customer lists,
          prospective customers lists, mailing lists, contact lists, and the like relating
          to the Product in any media.

# SECTION 2  PURCHASE AND SALE

2.1     On the
terms and conditions of this Agreement, BOSCom shall sell and Consist shall purchase at
the Closing Date, the Purchased Assets, all in good working, free of any charge, lien,
attachment or third party rights and claims (except for any liabilities and/or
commitments assumed by Consist hereunder).

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2.2     If any of the Purchased Assets
shall not be assignable, or shall only be assignable with the approval of a third party
(Third Party Approval), BOSCom shall use commercially reasonable
efforts, in co-operation with Consist, to secure any Third Party Approval required in
connection with the assignment of such Purchased Assets.

2.3     Where any Purchased Asset is not
assignable or any Third Party Approval in respect of such Purchased Asset cannot be
obtained, then to the extent permissible under the applicable law or contract, BOSCom
shall hold all rights or entitlements that BOSCom has in such Purchased Asset in trust for
the exclusive benefit of Consist. In such event the parties shall agree on the
arrangements for the operation of said assets and the payments between the parties, so as
to comply, as closely as possible, with the purpose of this Agreement.

2.4     Subject to the approval of the
Office of the Chief Scientist (the OCS), it is hereby agreed that at
the Closing: (i) Consist International shall purchase all the Assets (except for the
Physical Assets) and the Proprietary Rights in the Product, and all said Proprietary
Rights and full title in the Product and the Assets (except for the Physical Assets) shall
be transferred and assigned to Consist International; and (ii) Consist Ltd. shall purchase
all the Physical Assets; provided, however, that in the event that the OCS approval
is not obtained by BOSCom to the sale to Consist International prior to the Closing Date,
or that the OCS shall require of Consist undertakings with respect to the Proprietary
Rights acquired hereunder or changes in the transaction structure (on Consists
part), then (and only then) Consist shall have the right to change said structure and
comply with OCSs conditions or to terminate this Agreement, in accordance with the
provisions of Section 10 below. Each party undertakes to promptly pay any payments to the
OCS that, pursuant to an arrangement with the OCS in connection herewith, such party
agreed to pay. Without limitation to the above, in the event the arrangement with the OCS
mandates payments of royalties to the OCS from future revenues after the Cut-Off Date,
then Consist shall bear all such royalty payments, except that if such royalties exceed
US$30,000, Consist shall have the right to terminate the Agreement in accordance with the
provisions of Section 10 below.

# SECTION 3 
ASSUMPTION OF LIABILITIES

3.1     As of the Cut- Off Date, Consist
shall assume all responsibilities and liabilities relating to the Assets and the Product,
towards customers, agents and distributors transferred to Consist. Such liabilities shall
include, without limitation, the provision of goods and services, sale, distribution,
license, support, maintenance or consulting services with respect to which Consist had
assumed the Accounts Receivable.

# SECTION 4 
PURCHASE PRICE

4.1     Purchase Price

The
purchase price payable by Consist to BOSCom for the Purchased Assets will be US$500,000
(the Fixed Purchase Price) and a contingent part of the revenues
generated by the Assets as follows and paid by Consist Ltd.:

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| | (1)       
if
the Purchased Assets generate over US$ 1,000,000 in Revenues during the           first
full twelve calendar months following the Cut-Off Date  10% of the
          Revenues exceeding US$ 1,000,000 for said period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       
if
the Purchased Assets generate over US$ 1,000,000 in Revenues during the           second
full twelve calendar months following the Cut-Off Date  8% of the
          Revenues exceeding US$ 1,000,000 for said period.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       
if
the Purchased Assets generate over US$ 1,000,000 in Revenues during the           third
full twelve calendar months following the Cut-Off Date  6% of the
          Revenues exceeding US$ 1,000,000 for said period.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (the Contingent Purchase Price).
| | ----------------------------------

| | Consist
shall provide BOS with un-audited reports every 6 months and annual reports (the Reports),
in each case certified by an independent accountant, with respect to the Revenues (as
defined below), to be delivered to BOSCom no later than sixty (60) days after the end of
each 6 months period and year.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Revenuesfor
the purpose of this Agreement shall mean all amounts actually received by Consist and/or
its subsidiaries, affiliates or transferees from customers, distributors of any kind,
agents and end-users from the sale, license, market and distribution of the Purchased
Assets, excluding V.A.T or any similar sales taxes and also excluding any commissions to
agents or distributors but including any fees for customization, implementation and
provision of services with respect to the Purchased Assets. If any of Consists
subsidiaries or affiliates shall serve as distributors of the Product and related
services, the commissions payable to such subsidiary or affiliate (not exceeding 50% of
the end-user or customer price), and for the avoidance of doubt, any fees for
customization, implementation and provision of services with respect to the Purchased
Assets payable to such subsidiary or affiliate are not part of the Revenues.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

4.2     Payment of the
Purchase Price

Within
3 business days from execution of this Agreement, Consist shall pay to an escrow account
to be set by Amit, Pollak, Matalon & Ben-Naftali, Erez &Co., as escrow agent, an
advance payment on account of the Fixed Purchase Price in the amount of $200,000 (the
Escrow Amount). For this purpose, the parties shall enter into the
Escrow Agreement attached as Schedule 4.2 hereto (the Escrow
Agreement). The Escrow Amount shall be transferred to BOSCom by the Escrow Agent
on August 31, 2005, unless Consist shall have issued to the Escrow Agent a Return Notice
(as defined in the Escrow Agreement) as a result of an OCS Event (as defined below), all
in accordance with the provisions of the Escrow Agreement. The remainder of the Fixed
Purchase Price ($300,000) shall be paid to BOSCom on the Closing Date. All payments
hereunder shall be made in US Dollars by wire transfer to the bank account the details of
which shall be provided to Consist prior to Closing. The Contingent Purchase Price, if the
terms for its payment, according to section 4.1 above, are satisfied, shall be paid to
BOSCom by Consist within ninety (90) days after the end of each relevant 12-months period.

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4.3     Liquidated Damages

The
parties agree that in the event Consist does not provide BOSCom with the Reports in a
timely manner or does not pay the applicable Contingent Purchase Price, BOSCom shall be
entitled to receive liquidated damages in the amount of $66,000 for said breach relating
to the relevant 12-months period. Nothing herein shall be deemed to derogate from
BOSComs right to any other relief or remedy pursuant to this Agreement and
applicable law.

4.4     Allocation of
Purchase Price

The
Purchase Price shall be allocated among the Purchased Assets in the manner set out in
Schedule 4.4 attached hereto. BOSCom and Consist agree that the values so
attributed to the Purchased Assets are the respective fair market values thereof and
comply with acceptable accounting rules.

# SECTION 5 
EMPLOYEES

(1)    
          BOSCom represents and warrants to Consist that Schedule 5.1 attached
          hereto states the name of each employee of BOSCom relating to the Assets and the
          Product and the terms of his or her employment (including commencement date)
          (the Employees).

(2)    
          Consist shall provide BOSCom, within five (5) days after the execution of this
          Agreement, with a list specifying the Employees whom it is interested in
          employing. Of such list, those employees who are interested in transferring to
          work for Consist are referred to herein as the Transferred
          Employees. On the Closing Date, (i) BOSCom shall transfer to Consist
          ownership in the Transferred Employees benefit plans, and (ii) BOSCom
          shall pay to Consist the following amounts relating to the Transferred Employees
          (x) any shortfall in such benefit funds as of the Closing Date; (y) an amount
          equal to the redemption of unused vacation days accumulated to the benefit of
          the Transferred Employees (except for Gaby Mizrachi) up to the Closing Date; and
          (y) commission payments to which the Transferred Employees are entitled as of
          the Closing Date, all as set forth in Schedule 5.2 hereto. As of the
          Closing Date, Consist shall assume the employment of the Transferred Employees,
          to be employed by it substantially on terms no worse than the terms enjoyed by
          such employees prior to the Closing Date (including with respect to their
          accumulated tenure, vacation days, social benefits, advance notice payment and
          entitlement to severance pay  to be deemed as of the date they commenced
          employment with BOSCom). Without limitation to the above, as of the Closing
          Date, Consist shall be exclusively responsible for any and all payments to the
          Transferred Employees and shall fully indemnify and hold BOSCom harmless, upon
          BOSComs first demand, from and against any demand or claim brought against
          BOSCom by a Transferred Employee with respect to its employment following the
          Closing Date. Subject to the above BOSCom transfers and payments, BOSCom shall
          be liable and shall pay the Transferred Employees any payments due to them on
          the Closing Date as continuing employees, with respect to the period prior to
          the Closing Date (including payment of salary for the month ending on the
          Closing Date). BOSCom shall fully indemnify and hold Consist harmless, upon
          Consists first demand, from and against any demand or claim brought
          against Consist by a Transferred Employee with respect to its employment by
          BOSCom prior to the closing Date.

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(3)    
          BOSCom shall use reasonable efforts so that the options to purchase ordinary
          shares of B.O.S. Better Online Solutions Ltd. (BOS) previously
          granted to the Transferred Employees listed on Schedule 5.3 hereto
          pursuant to the BOS Stock Option Plan, shall continue to be outstanding
          following closing of the transactions contemplated hereby. Such options shall
          remain governed, mutates mutandis, by the terms and conditions of the
          BOS Stock Option Plan and of the Stock Option Agreement applicable to the
          respective employee, including with respect to vesting schedule and expiration,
          for which purpose employment with Consist shall be deemed to be employment with
          BOS. Consist recognizes that the above is at the exclusive discretion of the
          Board of Directors of BOS. Until the Closing, BOSCom shall notify each of the
          Transferred Employees of their rights applicable to their options (if any),
          resulting from their transfer of employment to Consist. Consist shall bear no
          liability towards BOSCom or the Transferred Employees with regards to said
          options.

(4)    
          BOSCom shall notify the Transferred Employees of the transfer of the Assets to
          Consist and encourage them to be employed by Consist.

(5)    
          Consist shall offer Transferred Employees employment, effective as of the
          Closing Date and conditional on the completion of the transactions contemplated
          by this Agreement on terms and conditions agreed to between Consist and said
          Transferred Employees (and in accordance with subsection (2) above).

(6)    
          BOSCom will not take any action that is intended to interfere with
          Consists effort to hire any of the Transferred Employees.

(7)    
          It is hereby clarified and agreed that BOSCom shall not be responsible for the
          actual transfer of such Transferred Employees to Consist or their continued
          employment with Consist.

(8)    
          Taking into account that the transfer of the Purchased Assets to Consist
          intended to take place on the Cut-Off Date is contingent upon the OCS approval,
          the parties shall cooperate in performing the necessary accounting and
          adjustments required in order to achieve an economic result as close as possible
          to the result as if the transfer occurs as of the Cut-Off Date. For this
          purpose, during the period starting from the Cut-Off date and ending on the
          Closing Date (the Transfer Period), BOSCom shall outsource to
          Consist the Transferred Employees. Consist shall reimburse BOSCom, in cash, for
          the full Employers Cost of the salaries and benefits payable
          by BOSCom to the Transferred Employees during the Transfer Period as detailed in
          Schedule 5.7 hereto, no later then the date in which such salaries and
          benefits are to be paid, plus V.A.T. and against a tax receipt.

(9)    
          BOSCom and Consist shall cooperate with each other in all respects relating to
          any actions to be taken pursuant to this section 5 and, subject to applicable
          laws, BOSCom shall provide Consist, at Consists request, with any
          information or copies of any personnel records relating to the Transferred
          Employees.

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# SECTION 6 
REPRESENTATIONS AND WARRANTIES

6.1     Representations and
Warranties of BOSCom

BOSCom
represents and warrants to Consist as stated below and acknowledges that Consist is
relying on the accuracy of each such representation and warranty in entering into this
Agreement and completing the transactions contemplated by this Agreement.

(1)    
          Authorization of Purchase.The execution and delivery of
          this Agreement and the consummation of the transactions set forth in this
          Agreement have been duly and validly authorized by BOSCom and no other corporate
          proceedings or approvals on the part of BOSCom are necessary to authorize this
          Agreement.

(2)    
          Enforceability. This Agreement has been duly and validly
          executed and delivered by BOSCom and is a valid and legally binding obligation
          of BOSCom enforceable against BOSCom in accordance with its terms.

(3)    
          Title to Assets. BOSCom is the owner of and has good and
          marketable title to all of the Purchased Assets, free and clear of all
          encumbrances or rights and claims of any third party (except for the Office of
          Chief Scientist).

(4)    
          Rights in Product. The Product was developed by BOS and/or
          BOSCom and to the best of its knowledge: (i) all intellectual property rights in
          the Product are fully and legally owned by BOSCom; (ii) no claims were made or
          threatened in relation to the Product and the Assets; and (iii) the Product does
          not breach or infringe on any third partys rights.

(5)    
          Contractual and Required Approvals. To the best of
          BOSComs knowledge, BOSCom is under no obligation, contractual or
          otherwise, to request or obtain the approval of any person by virtue of or in
          connection with the execution, delivery or performance by BOSCom of this
          Agreement or the completion of any of the transactions contemplated herein,
          other than the approval of the OCS and any consents of third parties to the
          assignment of Contracts.

(6)    
          Business Books and Records. To the best of BOSComs
          knowledge, the business books and records that have been provided to Consist are
          accurate records of the information purported to be reflected therein.

(7)    
          Business Conduct. BOSCom has conducted the Assets and the
          related business in a regular and ordinary course. BOSCom undertakes that until
          the Cut-Off Date, it will continue to conduct the Assets and related business in
          a consistent manner without material change of policy or procedure including,
          without limitation, its practices in connection with the treatment of expenses,
          Accounts Receivable and liabilities and shall not act in any way that may have
          substantial adverse effect on the Assets, their value and profitability.

(8)    
          Employees. The amounts detailed in Schedule 6.1(8)
          represent the total and complete commitments and obligations towards the
          Transferred Employees until the Closing Date.

(9)    
          Disclosure. The representations and warranties of BOSCom
          contained in this Agreement and the schedules hereto are accurate and complete,
          do not contain any untrue statements of a material fact or omit to state a
          material fact necessary in order to make the statements and information
          contained herein or therein not misleading.

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(10)    
          Disclaimer. Subject to the provisions of this section,
          Consist agrees and acknowledges that the Products and/or the Assets are provided
          AS IS, without any further representations or warranties of any
          kind, either expressed or implied including, without limitation, warranties of
          merchantability or fitness for a particular purpose, etc. In addition, Consist
          agrees that BOSCom shall not be liable to it in contract, tort or otherwise,
          whatever the cause thereof, for any loss of profit, business or goodwill or any
          indirect, special, consequential, incidental or punitive cost, damages or
          expense of any kind, howsoever arising under or in connection with this
          Agreement.

6.2     Representations and
Warranties of Consist

Consist
represents and warrants to BOSCom as stated below and acknowledges that BOSCom is relying
on the accuracy of each such representation and warranty in entering into this Agreement
and completing the transactions contemplated by this Agreement.

(1)    
          Authorization of Purchase. The execution and delivery of
          this Agreement and the consummation of the transactions contemplated by this
          Agreement have been duly and validly authorized by Consist and no other
          corporate proceedings on the part of Consist are necessary to authorize this
          Agreement or the Purchase.

(2)    
          Enforceability.This Agreement has been duly and validly
          executed and delivered by Consist and is a valid and legally binding obligation
          of Consist enforceable against Consist in accordance with its terms.

(3)    
          Financial Standing. It has the resources and financial
          standing to perform its undertakings under this Agreement and to pay BOSCom the
          Purchase Price.

(4)    
          Due Diligence Review. Consist has received from BOSCom all
          legal, financial and technical information Consist requested, relating to the
          Purchased Assets, has completed its due diligence review of such information to
          its full satisfaction and has no claims whatsoever against BOSCom in respect to
          the information received by it.

(5)    
          Disclaimer. BOSCom agrees that Consist shall not be liable
          to it in contract, tort or otherwise, whatever the cause thereof, for any loss
          of profit, business or goodwill or any indirect, special, consequential,
          incidental or punitive cost, damages or expense of any kind, howsoever arising
          under or in connection with this Agreement.

# SECTION 7 
OTHER CONDITIONS

7.1     Accounts Receivable

From
and after the Cut-Off Date, BOSCom agrees to transfer to and endorse in favour of Consist
all payments and cheques actually received by BOSCom in Accounts Receivable with respect
to the period starting from the Cut-Off Date. Similarly, Consist shall be entitled to
payments for all Contracts with respect to delivery of Products or provision of related
services from the Cut-Off Date and onwards. Accordingly, the proportionate part of all
payments received by BOSCom in advance for the period following the Cut-Off Date, shall be
deducted from the Fixed Purchase Price. The relevant calculation shall be performed by the
parties until the Closing Date

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7.2     Non-Competition

For
a period of twelve (12) months following the Closing Date and anywhere worldwide, BOSCom
or its affiliates, subsidiary, or any related entity or its shareholders, shall not
directly or indirectly compete with Consist, or its affiliates, with respect to the Assets
and the Product, and shall not develop, sell, distribute, engage in, represent in any way
or be connected with, as a consultant, director, partner, agent or otherwise, any business
competing with the Product and the Assets.

7.3     Confidentiality

The
parties agree not to use Confidential Information (as defined below) for any purpose other
than in performing this Agreement and not to publish, disclose or otherwise divulge the
Confidential Information to any person or entity.

The
term Confidential Information, as used in this Agreement, shall mean all
written, electronic and oral information of confidential nature relating to the parties,
the Assets, the Product including financial, technical and commercial information. The
term Confidential Information shall not include information that: (a) is or becomes
generally available to the public other than as a result of a breach of this Agreement;
(b) is approved in writing by the other Party for disclosure; or (c) is required to be
disclosed pursuant to a requirement of a governmental agency or law.

# SECTION 8 
SURVIVAL AND INDEMNIFICATION

8.1     Survival

The
representations, warranties and obligations contained in this Agreement or in any document
delivered hereunder shall survive the closing of the transaction contemplated by this
Agreement.

8.2     General Indemnity

Subject
to the provisions hereof, BOSCom and Consist agree (the party agreeing to indemnify the
other party being referred to in this Section as the Indemnifying Party
and the party so to be indemnified being called the Indemnified Party)
to fully indemnify and hold harmless, the Indemnified Party, effective as and from the
Cut-Off Date, from and against all claims, losses, liabilities and expenses which may be
made or brought against the Indemnified Party or which it may suffer or incur, directly or
indirectly as a result of or in connection with: (i) any non-fulfilment of this Agreement
on the part of the Indemnifying Party; or (ii) any incorrectness in or breach of any
representation or warranty of the Indemnifying Party contained in this Agreement
(including its Schedules), and such indemnity shall include reasonable legal fees and
expenses in connection with any action or proceeding against the Indemnifying Party.

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Notwithstanding
the abovementioned, and except for third party claims relating to the Proprietary Rights
(for which there will be no limit), in no other event shall BOSCom be required to pay
pursuant to this Section any amount exceeding the aggregate consideration actually
received by BOSCom with respect to the Purchased Assets hereunder. The foregoing
obligation of indemnification in respect of such claims shall be subject to the
requirement that the Indemnifying Party shall, in respect of any claim made by any third
party, be afforded an opportunity at its sole expense to resist, defend and compromise
such claim, and that the Indemnified Party shall promptly notify the Indemnifying Party of
any such claim together with all relevant details. It is hereby agreed that the
Indemnification obligations under this sub-section 8.2 shall remain in effect for a period
of eighteen (18) months following the Closing.

# SECTION 9 
CLOSING

The
Closing of the transactions contemplated by this Agreement shall take place at the offices
of Amit, Pollak, Matalon & Ben  Naftali, Erez & Co., on August
31st 2005 or on such other date agreed to by the Parties (the Closing
Date). At the Closing:

9.1     BOSCom shall assign and transfer
to Consist all of its right, title and interest in, to and under the Purchased Assets and
deliver all documents and assignments in respect of the Purchased Assets as shall be
necessary to effect this Agreement.

9.2     Subject to the provisions of
Section 2.3 hereof, BOSCom shall deliver all approvals, consents and authorizations
required according to this Agreement, including any available customers and
distributors approvals of assignment.

9.3     BOSCom shall deliver those
settlement and release forms signed by Transferred Employees in the form set forth in Schedule
9.3 hereto, which it received, but at least those of Amir Gil, Gaby Mizrachi and
Gonen Harel.

9.4     Consist shall pay the
remainder of the Fixed Purchase Price ($300,000) to BOSCom.

9.5     It is expressly agreed that the
approval of the Office of Chief Scientist to the transactions contemplated hereby is a
condition precedent to Closing .

# SECTION 10 
TERMINATION

10.1     Unless otherwise agreed in
writing by the Parties, this Agreement may be terminated by either party in writing,
without liability to the terminating party or parties on account of such termination
(provided the terminating party or parties is not otherwise in default or in breach of
this Agreement), if the Closing shall not have consummated until the Closing Date, as a
result of the failure to obtain the approval of the OCS. BOSCom shall not be liable to
Consist in any way in the event such OCS approval is not obtained or is not available on
terms acceptable to BOSCom and Consist (an OCS Event). In such OCS Event the
parties shall cooperate in taking the necessary actions to reverse those actions already
completed towards the Closing of the transaction, including the return to Consist of any
payments to BOSCom or deposits in favor of BOSCom made by Consist hereunder. For the
avoidance of doubt it is expressly agreed that Consist may issue to the Escrow Agent a
Return Notice (as defined in the Escrow Agreement) only upon the occurrence of an OCS
Event.

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10.2     In the event that this Agreement
is terminated and the transactions contemplated hereby are abandoned as described in this
Section 10, this Agreement shall become null and void and of no further force and
effect, except for the provisions of (i) Section 7.3 regarding confidentiality;
(ii) this Section 10; and (iii) any provision herein which, by its nature,
survives termination of this Agreement. Nothing in this Section 10 shall be deemed to
release any party from any liability for any breach by such party of the terms and
provisions of this Agreement.

# SECTION 11 
MISCELLANEOUS

11.1     Further Assurances

Each
of BOSCom and Consist shall from time to time promptly execute and deliver all further
documents and take all further action reasonably necessary or appropriate to give effect
to the provisions and intent of this Agreement and to complete the transactions
contemplated by this Agreement.

11.2     Notice

Unless
otherwise specified, each Notice to a party must be given in writing and delivered
personally or by courier, sent by registered mail or transmitted by fax to the party as
follows:

If
to BOSCom:

| |            |                                             
| | ---------- | --------------------------------------------
| | Name:      | BOSCom Ltd.                                 
| | Address:   | Beit Rabin, Teradyon Industrial Park, Misgav
| | Attention: | Nehemia Kaufman, CFO                        
| | Fax No:    | 04-999-0334                                 

If
to Consist:

| |            |                          
| | ---------- | -------------------------
| | Name:      | CONSIST Technologies Ltd.
| | Address:   | 2 Granit St. Petah Tikva 
| | Attention: | Danny Segev, CEO         
| | Fax No:    | 03-920-4112              

or to any other address, fax number
or person that the party designates. Any Notice, if delivered personally or by courier,
will be deemed to have been given when actually received, if transmitted by fax before
3:00 p.m. on a Business Day, will be deemed to have been given on that Business Day, and
if transmitted by fax after 3:00 p.m. on a Business Day, will be deemed to have been given
on the Business Day after the date of the transmission.

11

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11.3     Governing Law

This
Agreement shall be governed by and interpreted in accordance with the internal laws of the
State of Israel (without giving effect to provisions of conflict of laws thereof), and the
parties agree that the competent courts in Tel-Aviv shall have exclusive jurisdiction over
any disputes between the parties relating or arising out of this Agreement.

11.4     Entire Agreement

This
Agreement and its Schedules constitute the entire agreement between the parties with
respect to the subject matter and supersede all prior negotiations and understandings. No
provision may be amended or waived except in writing. The parties will cooperate to
complete and attach all Schedules until the Closing Date, and once completed, said
Schedules shall constitute an integral part of this Agreement.

11.5     Severability

Any
provision of this Agreement, which is held to be invalid or unenforceable shall not affect
any other provision and shall be deemed to be severable.

11.6     Assignment

No party may assign this Agreement
without the prior written consent of the other parties, which consent may not be
unreasonably withheld or delayed.

(the remainder of
this page is left intentionally blank)

12

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IN
WITNESS WHEREOF, and intending to be legally bound hereby, the parties hereto have caused
this Agreement to be duly executed and delivered as of the date and year first above
written.

| |  | Consist Technologies Ltd.By: 
Name:  Danny SegevTitle:   CEO
| |  | --------------------------------------------------------------------------

| |  | Consist International Inc.By: 
Name:  Danny SegevTitle:   By power of attorney  from Mr.  Natalio S.Fridman,   Chairman  of  the  Board  of   Directors(attached hereto)
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | BOSCOM Ltd.By: 
Name:   Adiv Baruch      Nehemia KaufmanTitle:     CEO                     CFO
| |  | ----------------------------------------------------------------------------------------------------------------

13

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# AMENDMENT NO. 1 TO
ASSET PURCHASE AGREEMENT

THIS
AMENDMENT NO. 1 (the Amendment) TO THE ASSET PURCHASE AGREEMENT (the
Agreement), dated July 18, 2005, is made as of August 31, 2005, by and
among BOSCom Ltd. from Beit Rabin, Teradyon Industrial Park, Misgav
(BOSCom), Consist Technologies Ltd. from 2 Granit St. Petah Tikva
(Consist Ltd.) and Consist International Inc. from Walker Rd., Dover,
DE 19904 (Consist International). Consist Ltd. and Consist
International shall be referred to, collectively, as Consist.

W I T N E S S E T H :

WHEREAS,
 the  approval of the OCS to the  transactions  contemplated  under the  Agreement  is a
condition precedent to Closing of the Agreement;

WHEREAS,
in order to obtain such OCS approval, BOSCom is required to pay the OCS royalty payments
expected to be up to a total of US$155,000, of which Consist has agreed to assume the
payment of a total of US$30,000;

WHEREAS,
the parties wish to set an arrangement for the payment of the remaining royalty payments,
up to a total of US$125,000;

WHEREAS,
consequently, the parties to the Agreement wish to amend certain provisions of the
Agreement and add other provisions, as more fully set forth below.

NOW,
THEREFORE, in consideration of the mutual promises and covenants set forth herein, the
parties hereto agree as follows:

|1. | Preamble.
|-- | ---------

Capitalized terms used herein and not
defined shall have the respective meaning ascribed to them in the Agreement.

|2. | Amendment
to Section 2.4 to the Agreement
|-- | -----------------------------------------

The sentence Without
limitation to the above, in the event the arrangement with the OCS mandates payments of
royalties to the OCS from future revenues after the Cut-Off Date, then Consist shall bear
all such royalty payments, except that if such royalties exceed US$30,000, Consist shall
have the right to terminate the Agreement in accordance with the provisions of Section 10
below shall be replaced with the following:

Without limitation to the
above, in the event the arrangement with the OCS mandates payments of royalties to the OCS
from future revenues after the Cut-Off Date, then Consist shall assume the liability for
all such royalty payments, which shall be paid to the OCS in accordance with the
provisions of Section 4.2A below.



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|3. | Amendment
to Section 4.2 to the Agreement
|-- | -----------------------------------------

The sentence The Escrow
Amount shall be transferred to BOSCom by the Escrow Agent on August 31, 2005, unless
Consist shall have issued to the Escrow Agent a Return Notice (as defined in the Escrow
Agreement) as a result of an OCS Event (as defined below), all in accordance with the
provisions of the Escrow Agreement shall be replaced with the following:

Seventy Five Thousand US
Dollars (US$75,000) out of the Escrow Amount shall be transferred to BOSCom by the Escrow
Agent on the earlier of September 29th, 2005 or one business day following
receipt of OCS Approval. The remainder of the Escrow Amount, in the amount of One Hundred
and Twenty Five Thousand US Dollars (US$125,000) shall be transferred to BOSCom by the
Escrow Agent in accordance with, and subject to, the provisions of Section 4.2A below and
in accordance with the provisions of the Escrow Agreement.

|4. | A
new Section 4.2A shall be inserted after Section 4.2 to the Agreement, as
          follows:
|-- | ----------------------------------------------------------------------------------------------

# 4.2A Payment of
Royalties to OCS.

(1)    
          To the best of BOSComs knowledge, on the basis of discussions with the
          OCS, the only OCS files relating to the Purchased Assets are OCS files No. 24887
          and No. 23471 (collectively: the OCS Files).

(2)    
          On the date hereof, Consist shall execute and deliver to BOSCom for filing with
          the OCS a Transfer of Rights and Obligations Agreement with the OCS,
          in the form attached as Schedule 4.2A(i)hereto, pursuant to which
          Consist shall fully assume the payment to the OCS of royalties under the OCS
          Files (collectively: the Royalties Payments). Schedule
          4.2A(ii) hereto sets for the amount of prospective Royalties Payments. In
          the event that the OCS shall determine that the Royalties Payments exceed
          US$155,000, such an event shall be deemed an OCS Event (as defined below) and
          Consist shall have the right, prior to the Closing Date, to terminate the
          Agreement in accordance with the provisions of Section 10 below. In the event
          that the OCS shall determine that the Royalties Payments are an amount less than
          US$155,000 (the Reduced Amount), then the difference between
          US$155,000 and the Reduced Amount shall be promptly transferred to BOSCom by the
          Escrow Agent, out of the Escrow Amount, and Consist undertakes to deliver to the
          Escrow Agent the necessary instructions for this purpose.

(3)    
During the full thirty-six calendar months following the Cut-Off Date (the
3-Year-Payment-Period), the Royalties Payments shall be paid to the
OCS by Consist. In the event that the Purchased Assets generate Revenues to be
payable to BOSCom pursuant to Section 4.1 of the Agreement, then following
payment by Consist, pursuant to Section 2.4 hereof, of Royalties Payments
amounting, in the aggregate, to US$30,000, Consist shall be entitled, with
respect to each year such Revenues are generated, to set-off any Royalties
Payments paid to the OCS by Consist against payments of the Contingent Purchase
Price, up to an aggregate amount of One Hundred and Twenty Five Thousand US
Dollars (US$125,000). An amount equal to each payment set-off by Consist as
aforementioned shall be transferred to BOSCom by the Escrow Agent out of the
Escrow Amount and Consist undertakes to deliver to the Escrow Agent the
necessary instructions for this purpose.

- 2 -

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(4)    
          In the event that the Purchased Assets do not generate any Revenues to be
          payable to BOSCom pursuant to Section 4.1 of the Agreement or in the event the
          Contingent Purchase Price is not sufficient to satisfy the Royalties Payments,
          then following payment by Consist, pursuant to Section 2.4 hereof, of Royalties
          Payments up to an aggregate amount of US$30,000, an amount equal to the
          Royalties Payments (or any excess thereof over the Contingent Purchase Price)
          shall be transferred to Consist (for payment to the OCS) by the Escrow Agent,
          pursuant to instructions to be delivered to the Escrow Agent in accordance with
          the provisions of the Escrow Agreement.

(5)    
          Following the 3-Year-Payment-Period, if the Royalties Payments were not paid to
          the OCS in full, then Consist and BOSCom shall instruct the Escrow Agent to
          transfer to Consist out of the Escrow Amount any amounts required to pay the
          unpaid balance of the Royalties Payments, as they become due, until all such
          Royalties Payments are paid in full or the Escrow Amount is fully depleted. Any
          amount remaining in Escrow upon completion of the Royalties Payments shall be
          transferred to BOSCom, and Consist shall execute the necessary instructions to
          the Escrow Agent for this purpose.

(6)    
          Until the royalties payable to the OCS are paid in full, Consist shall provide
          BOSCom with fourteen (14) days written notice prior to each Royalties Payment it
          will be making to the OCS, and with written confirmation of the OCS with respect
          the receipt of such payment, promptly after such payment is made.

(7)    
          Notwithstanding anything else herein, in the event that during the
          3-Year-Payment-Period, the Purchased Assets generate over Six Million US Dollars
          (US$ 6,000,000) in Revenues, the remainder of the Escrow Amount shall be
          transferred to BOSCom by the Escrow Agent, and, furthermore, Consist shall
          promptly pay BOSCom, in immediately available funds by wire transfer to
          BOSComs bank account, all amounts set-off by Consist against the
          Contingent Purchase Price and/or reimburse BOSCom for any and all amounts paid
          out of the Escrow Amount to Consist for the purpose of payment to the OCS
          hereunder, all up to an aggregate amount of One Hundred and Twenty Five Thousand
          US Dollars (US$125,000).

(8)    
          In the event Consist elects to discontinue the manufacturing, production, sale
          and/or the commercialization of the Purchased Assets, Consist shall immediately
          notify BOSCom in writing to that effect, and the Escrow Amount shall be
          transferred to BOSCom by the Escrow Agent.

Amendment to Section 9 to
the Agreement

The
words August 31st 2005 at the end of the second line shall be
replaced with the words the earlier of September 29th, 2005 or one
business day following receipt of OCS Approval.

|5. | No
Other changes.
|-- | -----------------

The remainder of the terms and
conditions of the Agreement and the Appendix shall remain in full force and effect.

- 3 -

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IN WITNESS WHEREOF the parties have
signed this Amendment as of the date first hereinabove set forth.

| |  | Consist Technologies Ltd.By: 
Name:  Danny SegevTitle:   CEO
| |  | --------------------------------------------------------------------------

| |  | Consist International Inc.By: 
Name:  Danny SegevTitle:   By power of attorney  from Mr.  Natalio S.Fridman,   Chairman  of  the  Board  of   Directors(attached hereto)
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | BOSCOM Ltd.By: 
Name:   Nehemia KaufmanTitle:     CEO
| |  | -----------------------------------------------------------------------

- 4 -

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# AMENDMENT NO. 2 TO
ASSET PURCHASE AGREEMENT

THIS
AMENDMENT NO. 2 (the Second Amendment) TO THE ASSET PURCHASE
AGREEMENT (the Agreement), dated July 18, 2005, as amended as of August
31, 2005, is made as of September 25, 2005, by and between BOSCom Ltd. from Beit Rabin,
Teradyon Industrial Park, Misgav (BOSCom), Consist Technologies Ltd.
from 2 Granit St. Petah Tikva (Consist Ltd.) and Consist International
Inc. from Walker Rd., Dover, DE 19904 (Consist International). Consist
Ltd. and Consist International shall be referred to, collectively, as
Consist.

W I T N E S S E T H :

WHEREAS,
embedded in the Product and sold to customers as an essential part thereof is a software
component named Virtual Print Engine v3.1 Professional Edition 32-Bit Runtime, that is
purchased from IdealSoftware GmbH ( Idealsofts Component) ;

WHEREAS,
shortly after executing the Agreement, Consist has learned that Idealsoft and BOSCom have
certain disputes;

WHEREAS,
said disputes may result in Idealsoft refusing to sell to Consist or not enabling Consist
to purchase Idealsofts Component in the normal market prices;

NOW,
THEREFORE, the parties hereto agree as follows:

|1. | Preamble.
|-- | ---------

Capitalized terms used herein and not
defined shall have the respective meaning ascribed to them in the Agreement.

|2. | A
new Section 3.2 shall be inserted in the Agreement, as follows:
|-- | -----------------------------------------------------------------

In the event that Idealsoft
refuses the sale of Idealsofts Component to Consist, then for the period starting on
August 16, 2005 and ending on February 16, 2006 the parties agree as follows:

(1)
          Upon Consists written request, BOSCom shall sign agreements with
          customers, shall purchase Idealsofts Component from Idealsoft and provide
          the Product including the Idealsofts Component to the customers.

(2)
          Invoices shall be sent to the abovementioned customers by BOSCom and any
          payments from said customers received by BOSCom shall be transferred to Consist
          immediately following their receipt, after deduction of amounts paid by BOSCom
          for Idealsofts Component.



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|3. | No
Other changes.
|-- | -----------------

The remainder of the terms and
conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF the parties have
signed this Second Amendment as of the date first hereinabove set forth.

| |  | Consist Technologies Ltd.By: 
Name:  Danny SegevTitle:   CEO
| |  | --------------------------------------------------------------------------

| |  | Consist International Inc.By: 
Name:  Danny SegevTitle:   By power of attorney  from Mr.  Natalio S.Fridman,   Chairman  of  the  Board  of   Directors(attached hereto)
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | BOSCOM Ltd.By: 
Name:   Nehemia KaufmanTitle:     CEO
| |  | -----------------------------------------------------------------------

- 2 -

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