(translated from the Hebrew)

MEMORANDUM OF ASSOCIATION

|1. | The companys name B.O.S. Better Online Solutions Ltd.
|-- | -------------------------------------------------------
|2. | The objects for which the company is formed:           
|   | (a)                                                    
|   | (b)                                                    
|   | (c)                                                    
|   | (d)                                                    
|   | (e)                                                    
|   | (f)                                                    
|   | (g)                                                    
|   | (h)                                                    
|   | (i)                                                    
|   | (j)                                                    

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|   | (k)                                                                                                                                                                                  | To carry on all branches of investment and financing business, to invest funds in industry, commerce, banks and financial institutions, in housing and construction enterprises, agriculture, development
enterprises, transportation, shipping, aviation and in any other investments whatsoever, whether by way of purchase or against collateral of shares, share stock, debentures, debenture stock, promissory notes, value notes, covenants or securities of
any type or without any collateral, as the companys management deems fit and beneficial.                                          
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | (l)                                                                                                                                                                                  | To encourage, seek, direct, supervise, initiate, broke, finance and manage the transfer of capital and capital investments in Israel and from overseas to Israel and generally to engage in the business of
investors, investments and finance and produce benefit therefrom as the companys management deems fit.                                                                                                                                                                                                                                                                                   
|   | (m)                                                                                                                                                                                  | To promote, construct, erect, develop, plan, implement, manage, operate, finance, encourage and improve in Israel or overseas all manner of economic, industrial, agricultural and commercial enterprises,
businesses and undertakings and to engage in any business as brokers, promoters and founders of corporations, companies, enterprises, holders of capital, concessionaires, contractors, property owners, merchants, agents and attorneys in order to do
or perform any act or transaction which might directly or indirectly assist the achievement of any object as the company deems fit.
|   | (n)                                                                                                                                                                                  | To lend any funds and give advances or credit, to accept funds and securities and any valuables whatsoever, to guarantee the debts and contracts of such persons, companies and corporations and on such
terms as the company deems fit and in particular the persons and companies with whom the company maintains business relations and to accept from those to whom the company lends funds or grants credit or guarantees all manner of guarantees and
securities as aforesaid and to redeem them on such terms as the company deems fit.                                                        
|   | (o)                                                                                                                                                                                  | To purchase, take on long lease or by barter, to take on short lease or otherwise acquire and hold for the company any property or beneficial interest, all manner of land, buildings, rights, privileges,
concessions, licenses, machinery, plant, merchandise and all manner of movable or immovable property which are needed by the company or suitable for the purposes of its business.                                                                                                                                                                                                         
|   | (p)                                                                                                                                                                                  | To do any legal act which a corporation may legally do.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | The members liability is limited.                                                                                                                                                  
|4. | The companys share capital is NIS 35,000,000 (thirty-five million New Israeli Shekels) divided as follows: 8,750,000 ordinary shares of 4 NIS nominal value each.(amended May 2003)

We the undersigned are desirous of becoming incorporated in accordance with this memorandum of association and each agree to take the number of shares in the companys capital as appearing against our respective names.



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|Subscribers  | I.D.    | Address | Description | No.of shares         | Signature
|------------- | ------- | ------- | ----------- | -------------------- | ---------
|Names         | number  |         |             | taken                |          
|             
|1. Israel Gad | 5009749 | Moshav  | Electronic  | 55ordinary           | -        
|              |         | Yaad    | Engineer    | classA
       shares |          
|              |         |         |             | 55ordinary           |          
|              |         |         |             | class B shares       |          
|             
|2. Yael Gal   | 5044063 | Moshav  | Computer    | 45ordinary           | -        
|              |         | Yaad    | Engineer    | classA
       shares |          
|              |         |         |             | 45ordinary           |          
|              |         |         |             | class B shares       |          
|              |         |         |             |                      |          

(Note: class A and B shares since abolished)

Dated this 5thday of November 1990

Witness to the aforegoing signatures:

(Signed)

Doran Goshen, Adv.



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