EXHIBIT 4.7
                             DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of the 15th day of January, 2003

BETWEEN :

(1)  BOSCOM LTD. registered in Israel , registration number 512236431, whose
     registered office address is at Rabin House, Teradion Industrial Park, D.N.
     Misgav 20179 (the "COMPANY"), and

(2)  BOSANOVA INC., a corporation duly organised under the laws of the State of
     Nevada, and having offices at 4536 East Casey Lane, Cave Creek, Arizona
     85331 (the "DISTRIBUTOR"),

                              W I T N E S S E T H :

(A)  The Company is the designer, manufacturer and producer of certain Products
     (as hereinafter defined);

(B)  The Company wishes to appoint Distributor as a non-exclusive distributor of
     Products in the Territory on the terms and conditions hereinafter set forth
     ; and

(C)  Distributor wishes to be appointed as a distributor of the Products on the
     terms and conditions set out below;

NOW, THEREFORE, the parties hereto have agreed as follows:

1. DEFINITIONS AND INTERPRETATION

1.1  In this Agreement, unless the context requires otherwise the following
     expressions shall have the following meanings:

<TABLE>
<CAPTION>
<S>                                     <C>
     "BUSINESS LOGO"                    means the business logo reproduced in Schedule 2

     "INTELLECTUAL PROPERTY"            means  patents,  trade marks  (including the  Trademarks),  service marks,
                                        registered  designs,  applications  for any of the  foregoing,  copyright,
                                        database,  sui  generis  rights,  moral  rights,  Know-How,   confidential
                                        information,  trade or  business  names  and any other  similar  protected
                                        rights in any country
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                     <C>
     "KNOW-HOW"                         means   know-how,   drawings,   circuit   diagrams,   computer   programs,
                                        expertise,  designs, processes,  specifications,  techniques and any other
                                        information  relating to the design and  manufacture  of the  Products and
                                        all other technical  information  which might  reasonably be of commercial
                                        interest to either party in the  development,  design,  manufacture,  sale
                                        or supply of the Products

     "MARKETING FUNDS"                  means the funds  contributed  by the  Company  for use by the  Distributor
                                        for marketing purposes

     "PRODUCTS"                         means the products listed in Schedule 1

     "PRODUCT DOCUMENTATION"            means  the  operating  manuals  and  other  literature   accompanying  the
                                        Products  for  use  by  end-users,  customers  and  distributors  and  any
                                        amendments issued by the Company from time to time

     "SALES TARGETS"                    means the sales  targets  set out in  Schedule 4 which  shall  include any
                                        revised sales targets agreed by the parties from time to time

     "TERRITORY"                        means USA, Canada & Mexico

     "TRADEMARKS"                       means BOS Better On-Line Solutions Inc and BOScom, a BOS company
</TABLE>

1.2  The headings used in this Agreement are included for convenience only and
     are not to be used in construing or interpreting this Agreement.

1.3  Any reference to one gender shall include all genders and any reference to
     a person shall include people and partnerships, firms, limited liability
     companies, corporations, and other unincorporated bodies and companies and
     corporate bodies and all other legal entities of whatever kind and however
     constituted.

1.4  Any reference to a clause or a schedule shall (unless otherwise
     specifically provided) be to a clause or schedule of this agreement and any
     reference in a schedule to a paragraph shall unless otherwise specifically
     provided mean a reference to a paragraph of that schedule.

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<PAGE>


2.   APPOINTMENT

2.1  The Company hereby;-

     2.1.1 appoints the Distributor as a non-exclusive distributor of Products
          in the Territory; and

     2.1.2 grants to the Distributor a non exclusive licence to use the Business
          Logo and the Trademarks in connection with the sale of the Products on
          the terms and conditions and conditions set out below.

2.2  The Distributor shall perform its obligations hereunder in accordance with
     the terms of this Agreement and shall comply with all reasonable
     instructions relating to the Products which the Company may give to the
     Distributor from time to time.

2.3  The Distributor shall not be entitled to assign any of its rights or
     obligations under this agreement but shall be entitled to appoint
     sub-distributors to perform such obligations in the Territory provided that
     (1) the prior written consent to the appointment of the sub-distributor is
     obtained, (2) the appointment is made by a written sub-distributorship
     agreement that sets forth the same confidentiality provisions with regard
     to the Company's information as is set forth herein and is subject to the
     written consent of the Company and (3) the Distributor shall at all times
     remain responsible to the Company for the performance and obligations of
     its sub-distributors..

2.4  The Distributor shall not be entitled to any priority of supply of the
     Products over the Company's other customers but the Distributor will be
     entitled to an allocation of production and delivery not worse than that
     indicated by the date of delivery of its orders to the Company as compared
     to the date of delivery of orders to the Company by other customers.

2.5  The Distributor represents and warrants to the Company that it has the
     ability and experience to carry out the obligations assumed by it under
     this Agreement.

2.6  The Distributor shall be entitled to describe itself as the Company's
     authorised Distributor for the sale of the Products in the Territory, but
     shall not hold itself out as the Company's agent for the sales of the
     Products. The Distributor shall not have the right to bind the Company in
     any way and shall not represent nor hold itself out as having the right to
     bind the Company in any way.


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<PAGE>


2.7  The Company may from time to time advance to the Distributor amounts to be
     used by the Distributor for Co-op advertising. Such amounts shall be due
     and owing by the Distributor to the Company until paid and applied to Co-op
     advertising. An initial amount of $100,000 shall be advanced promptly after
     execution of this Agreement. The Distributor shall keep detailed books and
     records throughout the term of this Agreement with regard to unpaid and
     unapplied amounts advanced by the Company for Co-op advertising and shall
     send a copy of its Co-op advertising account (including all unpaid and
     unapplied amounts) to the Company each Monday during the term of this
     Agreement, updated through the previous Friday.

3.   TERM OF AGREEMENT

     This Agreement shall commence on the date hereof and unless sooner
     terminated in accordance with the provisions of this Agreement shall
     continue in effect for an initial period of one year and successive renewal
     periods of one year thereafter unless one party gives to the other a
     written notice that it intends not to renew the term of the Agreement not
     less than 60 days prior to the termination of the then current term of the
     Agreement.

4.   SALE AND PURCHASE OF THE PRODUCTS

4.1  The provisions of Schedule 3 shall apply to all Products sold to the
     Distributor by the Company and if there is any inconsistency between the
     provisions of Schedule 3 and the other provisions of this Agreement then
     the latter shall prevail.

4.2  All orders for Products must be forwarded to the Company on the Company's
     usual form Order Form, a copy of which is attached hereto as Exhibit A
     unless the Distributor obtains written consent in advance from the Company
     to place an order for the Products in another manner.

5.   TRAINING

5.1  The Company shall provide any necessary training to the Distributor or its
     personnel in accordance with its standard scale of charges in force from
     time to time and the Distributor will pay the Company for such services at
     such rate.

5.2  The Distributor shall ensure that all personnel engaged in the sale,
     distribution and installation of the Products attend such of the Company's
     training courses (at the Distributor's expense) as the Company deems
     necessary from time to time.


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<PAGE>


5.3  The Distributor shall offer to (and shall use reasonable efforts to
     persuade) all of its customers to take such training in the use of the
     Products as the Company shall recommend for particular products. The
     training shall be paid for by the Distributor. The Company shall charge the
     Distributor for such training such amounts as are in accordance with the
     Company's standard scale of charges for training as shall be in effect from
     time to time

6.   DISTRIBUTOR'S OBLIGATIONS

6.1  The Distributor shall:

     6.1.1 place all of its orders for Products only with the Company and use
          reasonable efforts to promote and sell the Products throughout the
          Territory;

     6.1.2 at all times conduct its business in a manner which reflects
          favourably on the Products and on the good name and reputation of the
          Company;

     6.1.3 neither by itself nor with others participate in any illegal,
          deceptive, misleading or unethical practices which may be detrimental
          to the Products, the Company or the public interest;

     6.1.4 if any dispute shall arise between the Distributor and any of its
          customers in respect of the Products (or their installation or
          support) promptly inform the Company and comply with all reasonable
          directions of the Company in relation thereto;

     6.1.5 at all times employ a sufficient number of sales and technical staff
          having sufficient training and expertise properly to demonstrate, sell
          and instruct customers in the use of the Products and capable of
          addressing customer enquiries and needs regarding the Products;

     6.1.6 at all times maintain adequate demonstration facilities for the
          Products;

     6.1.7 supply to the Company such reports, returns and other information
          relating to orders and projected orders for the Products as the
          Company may from time to time reasonably require;

     6.1.8 not make any promises or representations or give any warranties or
          guarantees in respect of the Products except such as are consistent
          with those which accompany the Products or as expressly authorised by
          the Company in writing;


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<PAGE>


     6.1.9 use the Company's Trademarks only in the registered or agreed style
          and only in connection with the marketing and sale of the Products
          except with the written consent of the Company and not use the
          Company's Intellectual Property in connection with any other products
          or services;

     6.1.10 except with the Company's prior written consent, not alter, obscure,
          remove, interfere with or add to any of the trade names, Trademarks,
          Business Logo, markings or notices affixed to or contained in the
          Products or the Product Documentation at the time at which they are
          delivered to the Distributor;

     6.1.11 except with the Company's prior consent, not alter or interfere with
          the Products or the Product Documentation;

     6.1.12 if it installs the Products, properly install them, following the
          Company's installation guidelines, and be responsible to the Customer
          for the proper installation of the Products;

     6.1.13 offer product support contracts to customers the form of which have
          been approved by the Company, and comply therewith;

     6.1.14 not offer or undertake any installation work in respect of the
          Products that it does not have the expertise to perform and
          immediately advise the Company of the potential installation work;

     6.1.15 provide efficient after-sales service in respect of the Products;

     6.1.16 observe all applicable laws and regulations in respect of the
          Products and obtain all necessary licences, consents and permissions
          required for the storage, marketing and sale of the Products in the
          Territory;

     6.1.17 obtain prior written consent from the Company for any advertising
          for the Products or any advertising which includes or refers to any of
          the Company's Intellectual Property;

     6.1.18 achieve the sales targets;

     6.1.19 comply with the terms of schedule 3; and

     6.1.20 not sell any product which it has not obtained from the Company and
          that is competitive with the Products.


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<PAGE>


7.   COMPANY'S OBLIGATIONS

7.1  The Company shall:

     7.1.1 provide the Distributor with such marketing and technical assistance
          that is reasonably required to assist the Distributor with the
          promotion, sale and installation of the Products;

     7.1.2 use its best efforts to provide the Distributor with adequate
          quantities of the Products as ordered by Distributor;

     7.1.3 give reasonable advance written notice of any significant change to
          any of the Products or of the Company's intention to discontinue
          selling any of the Products to the Distributor;

     7.1.4 offer to the Distributor any product of the Company which can
          reasonably be regarded as a replacement for or successor to any
          Product which the Company discontinues;

     7.1.5 provide the Distributor promptly with all information and assistance
          necessary to enable the Distributor properly to perform its
          obligations hereunder in respect of any modified or enhanced versions
          of the Products;

     7.1.6 invoice the Distributor for the Products to the Distributor and for
          any product support required by a customer;

     7.1.8 provide necessary training to customers if requested to do so by the
          Distributor or the customer, at the expense of the Distributor.

8.   INTELLECTUAL PROPERTY RIGHTS

8.1  All Intellectual Property rights in or relating to the Products and the
     Product Documentation are and shall remain the property of the Company or
     its licensors. The parties hereby agree that any improvements, innovations
     or discoveries made by the Distributor in connection with the Products
     and/or the Product Documentation shall be the sole and exclusive property
     of the Company. The Distributor hereby agrees that it shall co-operate
     fully with the Company to procure the registration and ownership of such
     improvements, innovations or discoveries ("Developments") in the name of
     the Company, including having its employees sign such documentation
     relating to the ownership of Developments.


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<PAGE>


8.2      The Distributor shall:

     8.2.1 not cause or knowingly permit anything to be done which may damage or
          endanger any of the Intellectual Property rights or assist others to
          do so;

     8.2.2 notify the Company immediately if the Distributor becomes aware of
          any illegal or unauthorised use of any of the Products or the Product
          Documentation or any of the Intellectual Property rights and assist
          the Company (at the Company's expense) in taking all steps necessary
          to defend the Company's rights therein;

     8.2.3 affix such notices to the Products or their packaging or advertising
          associated therewith or the Product Documentation as the Company may
          reasonably require;

     8.2.4 indemnify the Company for any liability incurred to third parties for
          any use by the Distributor and its customers or any of them of the
          Products or the Product Documentation or any of the Intellectual
          Property rights therein or relating thereto otherwise than in
          accordance with this Agreement;

     8.2.5 acknowledge that any goodwill or reputation for the Product generated
          by this Agreement will belong to the Company and, upon termination of
          this Agreement for whatever reason, the Distributor shall not be
          entitled to claim recompense or compensation for such enhanced
          goodwill or reputation. The provisions of this clause shall survive
          the termination of this Agreement;

     8.2.6 affix its own trademarks, service marks, trade names or other form of
          marking to the Products only if it obtains the prior written consent
          of the Company.


9.   CONFIDENTIALITY

9.1  Neither party shall use or divulge or communicate to any person (save where
     permitted by this Agreement or with the written authority of the other
     party or as may be required by law):

     9.1.1 any confidential information concerning the Products, customers,
          business, accounts, Know-How, finance or contractual arrangements or
          other dealings, transactions or affairs of the other party and its
          affiliates and subsidiaries which may come to the party's knowledge
          during the continuance of this Agreement (each party shall use its
          best efforts to prevent the unauthorised publication or disclosure of
          any such information or documents containing such information and to
          ensure that any person to whom such information or documents are
          disclosed by such party is aware that the same is confidential to the
          other party); or


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<PAGE>


     9.1.2 any of the terms of this Agreement.

9.2  Each party shall ensure that its employees are aware of and comply with the
     confidentiality and non-disclosure provisions contained in this Article 9
     and shall indemnify the other party against loss or damage which the other
     may sustain or incur as a result of any breach of confidence by any such
     party's employees.

9.3  If either party becomes aware of any breach of confidence by any of its
     employees or any other Person, it shall promptly notify the other party and
     give the other party all reasonable assistance in connection with any
     proceedings which the other party may institute.

9.4  The provisions of this Article 9 shall survive the termination of this
     Agreement but the restrictions contained in sub-clause 9.1 shall cease to
     apply to any information which may come into the public domain otherwise
     than through unauthorised disclosure by the receiving party or its
     employees.

10.  RESERVATION OF RIGHTS

10.1 The Company reserves the right:

     10.1.1 to make modifications or additions to the Products or the Product
          Documentation or the packaging or finish thereof in any way whatsoever
          as the Company may in its discretion determine;

     10.1.2 to discontinue selling any of the Products to the Distributor; and

     10.1.3 to require the Distributor not to use or to cease to use any
          advertising or promotional materials in respect of the Products which
          the Company considers not to be in the Company's best interests;

     10.1.4 to refuse to accept any orders for Products from the Distributor;
          and

     10.1.5 to set aside marketing funds (as defined in schedule 5).

11.  TERMINATION

11.1 Notwithstanding anything else contained herein, this Agreement may be
     terminated by the Company forthwith on giving notice in writing to the
     Distributor if:

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<PAGE>

     11.1.1 the Distributor shall (or shall threaten to) sell, assign, part with
          or cease to carry on its business or that part of its business
          relating to the marketing, sale and installation of the Products; or

     11.1.2 control (as defined for the purposes of the United Kingdom Income
          and Corporation Taxes Act 1988, s 416) of the Distributor shall be
          transferred to any person or persons other than the person or persons
          in control of the Distributor at the date hereof (but the Company
          shall only be entitled to terminate within a period of 60 days after
          the Company has been notified in writing of the change in control);

11.2 Notwithstanding anything else contained herein, this Agreement may be
     terminated by either party forthwith on giving notice in writing to the
     other if:

     11.2.1 the other party commits any material or persistent breach of any
          term of this Agreement and (in the case of a breach capable of being
          remedied) shall have failed, within 30 days after the receipt of a
          request in writing from the other party so to do, to remedy the
          breach;

     11.2.2 the other party shall have a receiver or trustee appointed over it
          or over any part of its assets or shall pass a resolution for winding
          up or a court of competent jurisdiction shall make an order to that
          effect, or if the other party shall make an assignment for the benefit
          of its creditors or shall become insolvent.

11.3 Either Party shall have the right to terminate this Agreement upon sixty
     (60) days advance written notice to the other Party, with or without cause.

11.4 Each order for the Products that is accepted by the Company shall be
     regarded as a separate contract of sale and no default under any such order
     shall be grounds for terminating this Agreement.

12.  EFFECT OF TERMINATION

12.1 On the termination of this Agreement, all rights and obligations of the
     parties under this Agreement shall automatically terminate except for such
     rights of action as shall have accrued prior to such termination and any
     obligations which expressly or by implication are intended to come into or
     continue in force on or after such termination

12.2 The Distributor shall, immediately on termination:

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<PAGE>

     12.2.1 eliminate from all its literature, business stationery,
          publications, notices and advertisements all references to its being
          an authorised Distributor of the Company; and

     12.2.2 cause any software products held for demonstration purposes relating
          to the Company or the Products to be erased from all computers of or
          under the control of the Distributor and shall certify to the Company
          that the same has been done;

13.  LIABILITY AND RISK

13.1 Notwithstanding anything else contained in this Agreement, the Company
     shall not be liable to the Distributor for loss of profits or contracts or
     other indirect or consequential loss or damage whether arising from
     negligence, breach of contract or any other course of action relating to
     this Agreement. This provision does not exclude liability for death or
     personal injury caused by the Company's negligence.

13.2 Except as expressly provided in this Agreement, no warranty, condition,
     undertaking, or term, express or implied, statutory or otherwise, as to the
     condition, quality, performance, durability or fitness for purpose of the
     Products is given or assumed by the Company and all such warranties,
     conditions, undertakings and terms are hereby excluded.

14.  INDEMNITIY

14.1 The Company shall indemnify, keep indemnified and hold harmless the
     Distributor against any and all losses, claims, damages, costs, charges,
     expenses, liabilities, demands, proceedings and actions which the
     Distributor may sustain or incur or which may be brought or established
     against it by any Person and which in any case arise out of or in relation
     to or by reason of:

     14.1.1 any claim or allegation that any of the Products infringes any
          intellectual property rights of any third party;

     14.1.2 any claim that the Products are not of warranted quality and which
          are not due to the Distributor's action or any breach of its
          obligations under this Agreement.

14.2 The Distributor shall indemnify, keep indemnified and hold harmless the
     Company against any and all losses, claims, damages, costs, charges,
     expenses, liabilities, demands, proceedings and actions which the Company
     may sustain or incur or which may be brought or established against it by
     any Person and which in any case arise out of or in relation to or by
     reason of:

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<PAGE>

     14.2.1 any action in the performance of any of its obligations and/or in
          connection with the installation and of the Products;

     14.2.2 any action or omission of the Distributor or its employees;

     14.2.3 the manner in which the Distributor markets, sells and installs the
          Products (unless authorised by the Company);

     14.2.3 the independent supply by the Distributor of any products or
          services for use in conjunction with or in relation to the Products;
          or

     14.2.4 any breach or alleged breach of any applicable laws or regulations
          relating to the storage, marketing or sale by the Distributor of the
          Products

14.3 If any claim is made against either party for which indemnification is
     sought under this Article 14, the indemnified party shall consult with the
     other and shall co-operate with the other in relation to any reasonable
     request made by the other in respect of such claim.

14.4 Any indemnification under this Article 14 shall include all court costs,
     expenses of investigation, reasonable attorneys fees and all other
     reasonable expenses relating thereto.

15.  FORCE MAJEURE

     Neither Party shall be liable for any failure to perform any of its
     obligations hereunder (other than the payment of money) which results from
     an act of God, the elements, fire, flood, component shortages, riot,
     insurrection, industrial dispute, accident, war, embargoes, legal
     restrictions or any other cause beyond the control of the Party.

16.  ENTIRE AGREEMENT

     The parties have read and understand this Agreement (including the
     Schedules annexed hereto) and agree that it constitutes the complete and
     exclusive statement of the agreement between them with respect to the
     subject matter hereof (including the grant of a security interest by the
     Distributor to the Company) and supersedes all proposals, representations,
     understandings and prior agreements, whether oral or written, and all other
     communications between them relating thereto.

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<PAGE>

17.  WAIVER

     No delay or failure of either party in enforcing against the other party
     any term or condition of this Agreement and no partial exercise by either
     party of any right hereunder, shall be deemed to be a waiver of any right
     of that party under this Agreement.

18.  NOTICES

18.1 Any notice or other information required or authorised by this Agreement to
     be given by either party to the other may be given by hand or sent (by
     Federal Express or comparable courier service, facsimile transmission or
     comparable means of communication) to the other party at the address
     detailed at the beginning of this Agreement or such other address as may
     from time to time be notified in writing by one party to the other.

18.2 Any notice or other information given by courier pursuant to Article 18.1
     which is not returned to the sender as undelivered shall be deemed to have
     been given two (2) business days after the envelope containing the same was
     so posted; and proof that the envelope containing any such notice or
     information was properly addressed, or pre-paid, and that it has not been
     so returned to the sender shall be sufficient evidence that such notice or
     information has been duly given.

19.  ASSIGNMENT

     This Agreement is personal to the parties and neither party may assign,
     transfer, or otherwise part with this Agreement or any right or obligation
     under it without the prior written consent of the other.

20.  NO AGENCY

     The relationship between the Company and the Distributor shall be that of
     seller and buyer. The Distributor, its officers, agents and employees,
     shall under no circumstances be considered the agents, employees or
     representatives of the Company. Neither Party shall have the right to enter
     into any contracts or binding commitments in the name of or on behalf of
     the other Party in any respect whatsoever.

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<PAGE>

21.  SEVERABILITY

     If any provision in this Agreement is found or held to be invalid or
     unenforceable, then the meaning of such provision shall be construed, to
     the extent feasible, so as to render the provision enforceable, and if no
     feasible interpretation would save such provision, it shall be severed from
     the remainder of this Agreement which shall remain in full force and effect
     unless the severed provision is essential and material to the rights or
     benefits received by either party. In such event, the parties shall use
     their best efforts to negotiate, in good faith, a substitute, valid and
     enforceable provision or agreement which most nearly effects their intent
     in entering into this Agreement.

22.  LAW

     The validity, construction and performance of this Agreement shall be
     governed by the laws of the State of Arizona, USA and shall be subject to
     the exclusive jurisdiction of the courts of the State of Arizona and the
     federal courts sitting therein.

23.  AMENDMENT

     This Agreement cannot be amended, terminated or discharged except in
writing signed by the party to be charged.

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


BOSCOM LTD.
acting by


_____________________________
Office:

_____________________________


_____________________________


BOSANOVA INC.
acting by


_____________________________
Office:

_____________________________


_____________________________



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