EXHIBIT 4.3


                                 FORM OF WARRANT

NEITHER THESE  SECURITIES  NOR THE  SECURITIES  INTO WHICH THESE  SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE  COMMISSION OR
THE  SECURITIES  COMMISSION  OF ANY STATE IN  RELIANCE  UPON AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.  THESE  SECURITIES AND THE  SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


                               AROTECH CORPORATION

                                     WARRANT

Warrant No. [  ]                   Date of Original Issuance:  ________ __, 200_

     Arotech  Corporation,  a  Delaware  corporation  (the  "COMPANY"),   hereby
certifies that, for value received,  [_____________]  or its registered  assigns
(the "HOLDER"), is entitled to purchase from the Company up to a total of [ ]/1/
shares of common  stock,  $.01 par value (the  "COMMON  STOCK"),  of the Company
(each such share, a "WARRANT SHARE" and all such shares,  the "WARRANT  SHARES")
at an exercise  price equal to $[ ]/2/ per share (as adjusted  from time to time
as provided in Section 9, the  "EXERCISE  PRICE"),  at any time and from time to
time from and after  January 1, 2004,  and  through  and  including  _______ __,
200_/3/  (the  "EXPIRATION  DATE"),  and  subject  to the  following  terms  and
conditions:



--------

/1/ Each Purchaser shall receive Warrants pursuant to which such Purchaser shall
have the right to  acquire  250 shares of Common  Stock for each  $1,000 of such
Purchaser's  Investment Amount or Additional  Investment Amount, as the case may
be.

/2/ Amount equal to the product of 1.25 and the Conversion Price.

/3/ Insert third anniversary of Date of Original Issuance.

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         1.  Definitions.  In addition to the terms  defined  elsewhere  in this
Warrant,  capitalized terms that are not otherwise defined herein shall have the
meanings given to such terms in the Securities  Purchase  Agreement  dated as of
September 30, 2003 to which the Company and the original Holder are parties (the
"PURCHASE AGREEMENT").

         2.  Registration  of Warrant.  The Company shall register this Warrant,
upon records to be  maintained  by the Company for that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

         3.  Registration of Transfers.  The Company shall register the transfer
of any portion of this Warrant in the Warrant  Register,  upon surrender of this
Warrant,  with the Form of Assignment attached hereto duly completed and signed,
to the Company at its address  specified  herein.  Upon any such registration or
transfer,  a new Warrant to purchase Common Stock, in substantially  the form of
this Warrant (any such new Warrant, a "NEW Warrant"),  evidencing the portion of
this Warrant so transferred  shall be issued to the transferee and a New Warrant
evidencing  the remaining  portion of this Warrant not so  transferred,  if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee  thereof shall be deemed the acceptance by such transferee of all
of the rights and obligations of a holder of a Warrant.

         4. Exercise and Duration of Warrants.

         (a) This Warrant shall be exercisable  by the registered  Holder at any
time and from time to time on or after  January 1, 2004,  to and  including  the
Expiration  Date. At 6:30 p.m., New York City time on the  Expiration  Date, the
portion of this Warrant not exercised prior thereto shall be and become void and
of no value,  provided,  that if the closing  sales price of the Common Stock on
the Expiration Date is greater than 102% of the Exercise Price on the Expiration
Date,  then this Warrant shall be deemed to have been  exercised in full (to the
extent not previously exercised) on a "cashless exercise" basis at 6:30 P.M. New
York City time on the Expiration Date. The Company may not call or redeem all or
any portion of this Warrant without the prior written consent of the Holder.

         5. Delivery of Warrant Shares.

         (a) To effect conversions  hereunder,  the Holder shall not be required
to  physically  surrender  this  Warrant  unless the  aggregate  Warrant  Shares
represented  by this Warrant is being  exercised.  Upon  delivery of the Form of
Election to Purchase to the Company (with the attached  Warrant Shares  Exercise
Log) at its address for notice set forth herein and upon payment of the Exercise
Price  multiplied  by the number of Warrant  Shares  that the Holder  intends to
purchase hereunder, the Company shall promptly (but in no event later than three
Trading Days after the Date of Exercise (as defined  herein))  issue and deliver
to the Holder, a certificate for the Warrant Shares issuable upon such exercise,
which,  unless otherwise  required by the Purchase  Agreement,  shall be free of
restrictive  legends.  The  Company  shall,  upon  request  of  the  Holder  and
subsequent to the date on which a registration  statement covering the resale of


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<PAGE>

the Warrant  Shares has been declared  effective by the  Securities and Exchange
Commission,   use  its  best  efforts  to  deliver   Warrant  Shares   hereunder
electronically  through  the  Depository  Trust  Company or another  established
clearing corporation performing similar functions, if available, provided, that,
the Company may,  but will not be required to change its  transfer  agent if its
current transfer agent cannot deliver Warrant Shares electronically  through the
Depository  Trust  Company.  A "DATE OF  EXERCISE"  means  the date on which the
Holder  shall have  delivered  to Company:  (i) the Form of Election to Purchase
attached  hereto (with the Warrant  Exercise Log attached to it),  appropriately
completed  and duly signed and (ii) if such Holder is not utilizing the cashless
exercise provisions set forth in this Warrant, payment of the Exercise Price for
the number of Warrant Shares so indicated by the Holder to be purchased.

         (b) If by the third  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  then the Holder will have the right to rescind  such
exercise.

         (c) If by the third  Trading Day after a Date of  Exercise  the Company
fails to deliver the required  number of Warrant  Shares in the manner  required
pursuant to Section  5(a),  and if after such third Trading Day and prior to the
receipt  of such  Warrant  Shares,  the  Holder  purchases  (in an  open  market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated  receiving
upon such exercise (a  "BUY-IN"),  then the Company shall (1) pay in cash to the
Holder the amount by which (x) the  Holder's  total  purchase  price  (including
brokerage  commissions,  if any) for the  shares  of Common  Stock so  purchased
exceeds (y) the amount  obtained by multiplying (A) the number of Warrant Shares
that the Company was  required to deliver to the Holder in  connection  with the
exercise at issue by (B) the  closing bid price of the Common  Stock at the time
of the obligation giving rise to such purchase  obligation and (2) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of  Warrant  Shares for which such  exercise  was not  honored or deliver to the
Holder the number of shares of Common  Stock that would have been issued had the
Company timely  complied with its exercise and delivery  obligations  hereunder.
The Holder  shall  provide the Company  written  notice  indicating  the amounts
payable to the Holder in respect of the Buy-In.

         (d) The Company's  obligations  to issue and deliver  Warrant Shares in
accordance with the terms hereof are absolute and unconditional, irrespective of
any action or inaction by the Holder to enforce the same,  any waiver or consent
with respect to any provision  hereof,  the recovery of any judgment against any
Person  or  any  action  to  enforce  the  same,  or any  setoff,  counterclaim,
recoupment,  limitation or  termination,  or any breach or alleged breach by the
Holder or any other Person of any  obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person,  and irrespective of
any other  circumstance  which  might  otherwise  limit such  obligation  of the
Company to the Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Holder's right to pursue any other remedies available to it
hereunder,  at law or in  equity  including,  without  limitation,  a decree  of
specific  performance  and/or  injunctive  relief with respect to the  Company's
failure to timely deliver certificates  representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.


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<PAGE>

         6. Charges,  Taxes and Expenses.  Issuance and delivery of certificates
for shares of Common Stock upon  exercise of this Warrant  shall be made without
charge to the Holder for any issue or transfer tax,  withholding  tax,  transfer
agent fee or other  incidental tax or expense in respect of the issuance of such
certificates,  all of which  taxes and  expenses  shall be paid by the  Company;
provided,  however,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the  registration  of any
certificates  for  Warrant  Shares or  Warrants in a name other than that of the
Holder.  The Holder shall be  responsible  for all other tax liability  that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

         7. Replacement of Warrant.  If this Warrant is mutilated,  lost, stolen
or  destroyed,  the Company  shall  issue or cause to be issued in exchange  and
substitution for and upon  cancellation  hereof,  or in lieu of and substitution
for this Warrant,  a New Warrant,  but only upon receipt of evidence  reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable  indemnity  (which shall not include a surety  bond),  if  requested.
Applicants  for a New Warrant  under such  circumstances  shall also comply with
such other  reasonable  regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation  of this  Warrant,  then the Holder shall  deliver such
mutilated  Warrant to the  Company as a  condition  precedent  to the  Company's
obligation to issue the New Warrant.

         8. Reservation of Warrant Shares. The Company covenants that it will at
all times reserve and keep  available out of the aggregate of its authorized but
unissued  and  otherwise  unreserved  Common  Stock,  solely for the  purpose of
enabling  it to issue  Warrant  Shares upon  exercise of this  Warrant as herein
provided,  the number of Warrant Shares which are then issuable and  deliverable
upon the exercise of this entire  Warrant,  free from  preemptive  rights or any
other  contingent  purchase rights of persons other than the Holder (taking into
account the  adjustments and  restrictions of Section 9). The Company  covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.

         9. Certain Adjustments. The Exercise Price and number of Warrant Shares
issuable upon  exercise of this Warrant are subject to  adjustment  from time to
time as set forth in this Section 9.

         (a) Stock Dividends and Splits. If the Company,  at any time while this
Warrant  is  outstanding,  (i)  pays a stock  dividend  on its  Common  Stock or
otherwise  makes a distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides  outstanding shares of Common Stock into
a larger number of shares, or (iii) combines  outstanding shares of Common Stock
into a smaller number of shares, then in each such case the Exercise Price shall
be multiplied by a fraction of which the numerator shall be the number of shares
of Common  Stock  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph  shall  become  effective  immediately  after the record  date for the
determination of stockholders entitled to receive such dividend or distribution,
and any  adjustment  pursuant  to clause (ii) or (iii) of this  paragraph  shall


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<PAGE>

become  effective  immediately  after the effective date of such  subdivision or
combination.  If any event requiring an adjustment  under this paragraph  occurs
during the period  that an  Exercise  Price is  calculated  hereunder,  then the
calculation  of such Exercise Price shall be adjusted  appropriately  to reflect
such event.

         (b) Pro Rata  Distributions.  If the  Company,  at any time  while this
Warrant is outstanding, distributes to all holders of Common Stock (i) evidences
of its  indebtedness,  (ii) any security  (other than a  distribution  of Common
Stock covered by the preceding paragraph), (iii) rights or warrants to subscribe
for  or  purchase  any  security,  or  (iv)  any  other  asset  (in  each  case,
"DISTRIBUTED PROPERTY"), then, at the request of any Holder delivered before the
90th day after the record date fixed for determination of stockholders  entitled
to receive such  distribution,  the Company will deliver to such Holder,  within
five Trading Days after such request  (or, if later,  on the  effective  date of
such  distribution),  the Distributed  Property that such Holder would have been
entitled  to receive in respect of the  Warrant  Shares for which such  Holder's
Warrant could have been exercised immediately prior to such record date. If such
Distributed  Property is not  delivered  to a Holder  pursuant to the  preceding
sentence,  then upon any  exercise of the Warrant  that occurs after such record
date,  such Holder  shall be  entitled  to  receive,  in addition to the Warrant
Shares otherwise  issuable upon such conversion,  the Distributed  Property that
such  Holder  would have been  entitled  to receive in respect of such number of
Warrant  Shares had the Holder  been the record  holder of such  Warrant  Shares
immediately prior to such record date.

         (c)  Fundamental  Transactions.  If, at any time while this  Warrant is
outstanding,  (1) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (2)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (3)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (4) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged  for  other  securities,  cash  or  property  (in  any  such  case,  a
"FUNDAMENTAL  TRANSACTION"),  then the Holder shall have the right thereafter to
receive,  upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been  entitled to receive upon the  occurrence
of such  Fundamental  Transaction  if it had  been,  immediately  prior  to such
Fundamental  Transaction,  the  holder of the  number  of  Warrant  Shares  then
issuable upon exercise in full of this Warrant (the "ALTERNATE  CONSIDERATION").
For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate  Consideration based on the
amount of  Alternate  Consideration  issuable  in respect of one share of Common
Stock in such  Fundamental  Transaction,  and the Company  shall  apportion  the
Exercise  Price  among  the  Alternate  Consideration  in  a  reasonable  manner
reflecting  the relative  value of any  different  components  of the  Alternate
Consideration.  If  holders  of Common  Stock  are  given  any  choice as to the
securities,  cash or property to be received in a Fundamental Transaction,  then
the Holder shall be given the same choice as to the Alternate  Consideration  it
receives  upon  any  exercise  of  this  Warrant   following  such   Fundamental
Transaction. At the Holder's option and request, any successor to the Company or
surviving entity in such Fundamental  Transaction shall, either (1) issue to the
Holder a new warrant  substantially  in the form of this Warrant and  consistent
with the foregoing  provisions and evidencing the Holder's right to purchase the


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Alternate  Consideration for the aggregate Exercise Price upon exercise thereof,
or (2)  purchase the Warrant  from the Holder for a purchase  price,  payable in
cash within five Trading Days after such request (or, if later, on the effective
date of the  Fundamental  Transaction),  equal to the Black Scholes value of the
remaining  unexercised portion of this Warrant on the date of such request.  The
terms of any agreement  pursuant to which a Fundamental  Transaction is effected
shall include terms  requiring any such successor or surviving  entity to comply
with the  provisions of this paragraph (c) and insuring that the Warrant (or any
such  replacement  security)  will be  similarly  adjusted  upon any  subsequent
transaction analogous to a Fundamental Transaction.

         (d) Number of Warrant Shares. Simultaneously with any adjustment to the
Exercise Price pursuant to paragraphs (a) or (b) of this Section,  the number of
Warrant  Shares that may be purchased  upon  exercise of this  Warrant  shall be
increased  or  decreased  proportionately,  so that  after such  adjustment  the
aggregate  Exercise Price payable  hereunder for the adjusted  number of Warrant
Shares shall be the same as the aggregate  Exercise Price in effect  immediately
prior to such adjustment. (e) Calculations.  All calculations under this Section
9 shall be made to the  nearest  cent or the  nearest  1/100th  of a  share,  as
applicable.  The number of shares of Common Stock  outstanding at any given time
shall not include shares owned or held by or for the account of the Company, and
the  disposition  of any such  shares  shall be  considered  an issue or sale of
Common Stock.

         (f)  Notice of  Adjustments.  Upon the  occurrence  of each  adjustment
pursuant to this  Section 9, the Company at its expense  will  promptly  compute
such  adjustment  in  accordance  with the terms of this  Warrant  and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable  upon  exercise  of  this  Warrant  (as  applicable),   describing  the
transactions  giving  rise to such  adjustments  and showing in detail the facts
upon which such  adjustment  is based.  Upon written  request,  the Company will
promptly  deliver  a copy of each  such  certificate  to the  Holder  and to the
Company's Transfer Agent.

         (g) Notice of Corporate  Events. If the Company (i) declares a dividend
or any other  distribution  of cash,  securities or other property in respect of
its  Common  Stock,  including  without  limitation  any  granting  of rights or
warrants to subscribe  for or purchase  any capital  stock of the Company or any
Subsidiary, (ii) authorizes or approves, enters into any agreement contemplating
or  solicits  stockholder  approval  for any  Fundamental  Transaction  or (iii)
authorizes the voluntary  dissolution,  liquidation or winding up of the affairs
of the Company, then the Company shall deliver to the Holder a notice describing
the material terms and conditions of such transaction, at least 20 calendar days
prior to the applicable record or effective date on which a Person would need to
hold  Common  Stock in order to  participate  in or vote  with  respect  to such
transaction,  and the Company will take all steps reasonably  necessary in order
to insure that the Holder is given the  practical  opportunity  to exercise this
Warrant prior to such time so as to  participate in or vote with respect to such
transaction;  provided,  however, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.


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         (h)  [INSERT  IN  ADDITIONAL   WARRANTS   ONLY:   This  Warrant  Deemed
Outstanding. If during the period beginning on and including the Initial Closing
Date and ending on the date  immediately  preceding the date of issuance of this
Warrant,  the Company  entered into, or in accordance  with this Section 9 would
have been deemed to have entered into (had this Warrant been outstanding at such
time),  any of the events set forth in this  Section 9, then solely for purposes
of determining any adjustment  under this Section 9 as a result of such event or
deemed event,  this Warrant shall be deemed to have been outstanding at the time
of each such event or deemed event.]

         10. Payment of Exercise Price. The Holder may pay the Exercise Price in
one of the following manners:

         (a) Cash Exercise.  The Holder may deliver immediately available funds;
or

         (b)  Cashless  Exercise.  At any time after the earlier to occur of the
Effectiveness Date (as defined in the Registration  Rights Agreement (as defined
in the  Purchase  Agreement))  and the date such  registration  statement  filed
pursuant to the  Registration  Rights  Agreement  is declared  effective  by the
Commission,  when a  registration  statement  covering the resale of the Warrant
Shares  and  naming  the  Holder  as a  selling  stockholder  thereunder  or the
prospectus  included  therein,  is not then effective,  the Holder may surrender
this  Warrant to the Company  together  with a notice of cashless  exercise,  in
which event the Company  shall issue to the Holder the number of Warrant  Shares
determined as follows:

                                    X = Y [(A-B)/A]

                           where:

                                    X = the number of Warrant Shares to be
                                    issued to the Holder.

                                    Y  =  the  number  of  Warrant  Shares  with
                                    respect  to  which  this  Warrant  is  being
                                    exercised.

                                    A = the  average of the  Closing  Prices (as
                                    defined  in the  Debentures)  for  the  five
                                    Trading Days  immediately  prior to (but not
                                    including) the Exercise Date.

                                    B = the Exercise Price.

For purposes of Rule 144  promulgated  under the Securities Act, it is intended,
understood  and  acknowledged  that the  Warrant  Shares  issued  in a  cashless
exercise  transaction  shall be deemed to have been acquired by the Holder,  and
the holding period for the Warrant Shares shall be deemed to have commenced,  on
the date this Warrant was originally issued.

         11.  Limitation  on  Exercise.  (i)  Notwithstanding  anything  to  the
contrary  contained  herein,  the  number of shares of Common  Stock that may be
acquired  by the Holder  upon any  exercise of this  Warrant  (or  otherwise  in
respect  hereof)  shall be  limited  to the  extent  necessary  to insure  that,
following  such  exercise  (or other  issuance),  the total  number of shares of


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Common Stock then  beneficially  owned by such Holder and its Affiliates and any
other  Persons  whose  beneficial  ownership of Common Stock would be aggregated
with the Holder's for purposes of Section  13(d) of the Exchange  Act,  does not
exceed  4.999% of the total  number of issued and  outstanding  shares of Common
Stock  (including for such purpose the shares of Common Stock issuable upon such
exercise).  For purposes of the  foregoing  sentence,  the  aggregate  number of
shares of Common  Stock  beneficially  owned by such  Holder and its  affiliates
shall  exclude  shares of Common Stock which would be issuable upon (i) exercise
of the remaining, unexercised portion of this Warrant beneficially owned by such
Holder and its affiliates and (ii) exercise or conversion of the  unexercised or
unconverted portion of any other securities of the Company beneficially owned by
such Holder and its affiliates (including,  without limitation,  any convertible
notes,  convertible  preferred  stock or warrants)  subject to a  limitation  on
conversion or exercise analogous to the limitation  contained herein.  Except as
set forth in the preceding sentence, for purposes of this paragraph,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and regulations  promulgated  thereunder.  Each delivery of an
Exercise Notice hereunder will constitute a representation by the Holder that it
has evaluated the limitation  set forth in this  paragraph and  determined  that
issuance of the full number of Warrant Shares  requested in such Exercise Notice
is permitted under this paragraph.  This provision shall not restrict the number
of shares of Common  Stock  which a Holder may  receive or  beneficially  own in
order to determine  the amount of securities  or other  consideration  that such
Holder may  receive in the event of a merger or other  business  combination  or
reclassification  involving  the  Company as  contemplated  in Section 9 of this
Warrant.

(ii) Principal  Market  Regulation.  The Company shall not be obligated to issue
any shares of Common Stock upon exercise of this Warrant if the issuance of such
shares of Common  Stock would exceed that number of shares of Common Stock which
the  Company may issue upon  exercise  of this  Warrant  without  breaching  the
Company's  obligations under the rules or regulations of the Trading Market (the
"EXCHANGE  CAP"),  except that such limitation shall not apply in the event that
the  Company  obtains  the  approval  of its  shareholders  as  required  by the
applicable  rules of the Trading  Market for issuances of Common Stock in excess
of such amount.  Until such approval is obtained,  no Purchaser shall be issued,
upon exercise of any Warrants,  shares of Common Stock in an amount greater than
the product of the Exchange Cap multiplied by a fraction, the numerator of which
is the total number of shares of Common Stock  underlying the Warrants issued to
such Purchaser pursuant to the Purchase Agreement at the Initial Closing and the
denominator  of  which  is the  aggregate  number  of  shares  of  Common  Stock
underlying all the Warrants  issued to the  Purchasers  pursuant to the Purchase
Agreement at the Initial Closing (with respect to each Purchaser,  the "EXCHANGE
CAP  ALLOCATION").  In the event  that any  Purchaser  shall  sell or  otherwise
transfer any of such Purchaser's  Warrants,  the transferee shall be allocated a
pro  rata  portion  of  such  Purchaser's  Exchange  Cap  Allocation,   and  the
restrictions  of the prior sentence shall apply to such  transferee with respect
to the portion of the Exchange Cap Allocation  allocated to such transferee.  In
the event  that any  holder of  Warrants  shall  exercise  all of such  holder's
Warrants  into a number of shares of Common Stock which,  in the  aggregate,  is
less than such holder's  Exchange Cap  Allocation,  then the difference  between
such holder's  Exchange Cap  Allocation and the number of shares of Common Stock
actually issued to such holder shall be allocated to the respective Exchange Cap


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<PAGE>

Allocations  of the  remaining  holders  of  Warrants  on a pro  rata  basis  in
proportion  to the shares of Common Stock  underlying  the Warrants then held by
each such holder.

         12. No Fractional  Shares.  No fractional shares of Warrant Shares will
be  issued in  connection  with any  exercise  of this  Warrant.  In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such  fraction  multiplied  by the Closing  Price of one
Common Stock as reported on the Trading Market on the date of exercise.

         13. Notices.  Any and all notices or other communications or deliveries
hereunder (including without limitation any Exercise Notice) shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (i) the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number  specified in this Section  prior to 6:30 p.m.  (New York City
time)  on  a  Trading  Day,  (ii)  the  next  Trading  Day  after  the  date  of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile number specified in this Section on a day that is not a Trading Day or
later than 6:30 p.m. (New York City time) on any Trading Day,  (iii) the Trading
Day following the date of mailing,  if sent by nationally  recognized  overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given. The addresses for such communications  shall be: (i) if to
the Company,  to Arotech  Corporation,  632 Broadway,  Suite 1200,  New York, NY
10012;  Facsimile No.: (646) 654-2187,  Attn.: Chief Executive  Officer,  with a
copy to Electric Fuel  (E.F.L.)  Ltd.,  One HaSolela  Street,  POB 641,  Western
Industrial Park, Beit Shemesh 99000, Israel, Facsimile No.:  011-972-2-990-6688,
Attn.:  General  Counsel or (ii) if to the Holder,  to the address or  facsimile
number  appearing  on the Warrant  Register or such other  address or  facsimile
number as the Holder may provide to the Company in accordance with this Section.

         14. Warrant Agent.  The Company shall serve as warrant agent under this
Warrant.  Upon 30 days'  notice to the  Holder,  the  Company  may appoint a new
warrant agent.  Any corporation  into which the Company or any new warrant agent
may be merged or any corporation  resulting from any  consolidation to which the
Company or any new warrant  agent shall be a party or any  corporation  to which
the  Company  or  any  new  warrant  agent  transfers  substantially  all of its
corporate trust or shareholders  services  business shall be a successor warrant
agent under this Warrant  without any further act.  Any such  successor  warrant
agent shall  promptly  cause  notice of its  succession  as warrant  agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.

         15. Miscellaneous.

         (a) This  Warrant  shall be binding on and inure to the  benefit of the
parties  hereto and their  respective  successors  and  assigns.  Subject to the
preceding  sentence,  nothing in this Warrant  shall be construed to give to any
Person  other than the  Company  and the Holder  any legal or  equitable  right,
remedy or cause of action under this  Warrant.  This Warrant may be amended only
in  writing  signed by the  Company  and the  Holder  and their  successors  and
assigns.

         (b) All questions  concerning the construction,  validity,  enforcement
and  interpretation  of this  Warrant  shall be  governed by and  construed  and
enforced in accordance with the internal laws of the State of New York,  without


                                       9
<PAGE>

regard to the principles of conflict of laws thereof. Each party agrees that all
legal proceedings concerning the interpretations, enforcement and defense of the
transactions  contemplated  by this  Warrant  (whether  brought  against a party
hereto  or  its  respective  affiliates,   directors,  officers,   shareholders,
employees or agents) shall be commenced in the state and federal  courts sitting
in the  City of New  York,  Borough  of  Manhattan.  Each  party  hereto  hereby
irrevocably  submits  to the  exclusive  jurisdiction  of the state and  federal
courts  sitting  in  the  City  of  New  York,  Borough  of  Manhattan  for  the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed herein (including with respect to
the enforcement of this Warrant),  and hereby irrevocably waives, and agrees not
to assert in any suit, action or proceeding, any claim that it is not personally
subject to the  jurisdiction  of any such  court,  or that such suit,  action or
proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being served in any such suit,  action or  proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with evidence of
delivery)  to such party at the  address in effect for  notices to it under this
Warrant  and agrees  that such  service  shall  constitute  good and  sufficient
service of process and notice thereof.  Nothing contained herein shall be deemed
to limit in any way any right to serve  process in any manner  permitted by law.
Each party hereto  (including its affiliates,  agents,  officers,  directors and
employees)  hereby  irrevocably  waives,  to the  fullest  extent  permitted  by
applicable  law,  any and all  right to trial  by jury in any  legal  proceeding
arising  out of or  relating to this  Warrant or the  transactions  contemplated
hereby.  If either party shall  commence an action or  proceeding to enforce any
provisions  of this  Warrant,  then  the  prevailing  party  in such  action  or
proceeding  shall be reimbursed by the other party for its reasonable  attorneys
fees and  other  actual  costs and  expenses  incurred  with the  investigation,
preparation and prosecution of such action or proceeding.

         (c) The headings herein are for  convenience  only, do not constitute a
part of this  Warrant  and shall  not be  deemed  to limit or affect  any of the
provisions hereof.

         (d) In case any one or more of the  provisions of this Warrant shall be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms and provisions of this Warrant shall not in any way be affected
or impaired  thereby and the parties  will attempt in good faith to agree upon a
valid  and  enforceable  provision  which  shall  be a  commercially  reasonable
substitute  therefor,  and upon so agreeing,  shall  incorporate such substitute
provision in this Warrant.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
                             SIGNATURE PAGE FOLLOWS]




10
<PAGE>




         IN WITNESS  WHEREOF,  the Company  has caused  this  Warrant to be duly
executed by its authorized officer as of the date first indicated above.


                                       AROTECH CORPORATION



                                       By:
                                          --------------------------------------
                                            Name:
                                            Title:





11
<PAGE>




                                    EXHIBIT I

                                 EXERCISE NOTICE

            TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS
                        WARRANT TO PURCHASE COMMON STOCK

                               AROTECH CORPORATION

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common Stock  ("WARRANT  SHARES") of Arotech
Corporation,  a Delaware corporation (the "COMPANY"),  evidenced by the attached
Warrant to Purchase Common Stock (the  "WARRANT"),  and tenders herewith payment
to  the   Company  of  the   aggregate   exercise   price  in  full,   equal  to
$_____________________, together with all applicable transfer taxes, if any.

         Please  issue  the  Warrant  Shares  in the  following  name and to the
following address:

         Issue to:
                  --------------------------------------------------------------
                  --------------------------------------------------------------

         Facsimile Number:
                          ------------------------------------------------------

         Authorization:
                       ---------------------------------------------------------

         Account Number:
                        --------------------------------------------------------
           (if electronic book entry transfer)

         Transaction Code Number:
                                 -----------------------------------------------
           (if electronic book entry transfer)

         To the extent the  foregoing  exercise is for less than the full number
of Warrant  Shares  issuable  pursuant to the  Warrant,  a  replacement  Warrant
representing the remainder of the Warrant Shares issuable (and otherwise of like
form, tenor and effect) shall be delivered to holder.

         The undersigned  confirms the continuing  validity of, and reaffirms as
of the date hereof, the representations and warranties set forth in Section 2 of
the Securities Purchase Agreement,  dated as of September 30, 2003, by and among
the Company and the Buyers named therein.

         The  undersigned   agrees  to  comply  with  the  prospectus   delivery
requirements (to the extent applicable) under the applicable  securities laws in
connection with any transfer of the aforesaid Warrant Shares.

Date: _______________ __, ______

--------------------------------------------
Name of Registered Holder

By:
         -----------------------------------
         Name:
         Title:





12
<PAGE>



                                   EXHIBIT I-B


                                 EXERCISE NOTICE

  TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT TO PURCHASE
              COMMON STOCK PURSUANT TO CASHLESS EXERCISE PROVISIONS

                               AROTECH CORPORATION


Gentlemen:


         The  undersigned,  registered  holder of the Warrant to Purchase Common
Stock delivered  herewith,  hereby  irrevocably  exercises such Warrant for, and
purchases  thereunder,  shares of the Common Stock ("WARRANT SHARES") of Arotech
Corporation,  a Delaware corporation,  as provided below. Capitalized terms used
herein,  unless otherwise  defined herein,  shall have the meanings given in the
Warrant.  The portion of the Exercise Price to be applied toward the purchase of
the Warrant Shares pursuant to this Exercise  Notice is $_______.  Such exercise
shall be  pursuant  to the  cashless  exercise  provisions  of Section 10 of the
Warrant;  therefore,  holder  makes no payment  with  respect  to this  Exercise
Notice.  The number of shares to be issued  pursuant to this  exercise  shall be
determined  by reference to the formula in Section 10 of the Warrant  which,  by
reference to Section 10,  requires the use of the average of the Closing  Prices
of the  Company's  Common Stock for the five Trading Days  immediately  prior to
(but not  including)  the day  immediately  preceding  the date of this Exercise
Notice.  The average of the Closing Prices of the Company's Common Stock for the
five Trading Days  immediately  prior to (but not including) the day immediately
preceding the date of this Exercise  Notice has been  determined by holder to be
$______,  which figure is acceptable to holder for calculations of the number of
Warrant Shares issuable pursuant to this Exercise Notice.


         Please  issue  the  Warrant  Shares  in the  following  name and to the
following address:

         Issue to:
                  --------------------------------------------------------------
                  --------------------------------------------------------------
                  --------------------------------------------------------------

         Facsimile Number:
                          ------------------------------------------------------

         Authorization:
                       ---------------------------------------------------------

         Account Number:
                        --------------------------------------------------------
           (if electronic book entry transfer)

         Transaction Code Number:
                                 -----------------------------------------------
           (if electronic book entry transfer)


13
<PAGE>

         To the extent the  foregoing  exercise is for less than the full number
of Warrant  Shares  issuable  pursuant to the  Warrant,  a  replacement  Warrant
representing the remainder of the Warrant Shares issuable (and otherwise of like
form, tenor and effect) shall be delivered to holder.

         The undersigned  confirms the continuing  validity of, and reaffirms as
of the date hereof, the representations and warranties set forth in Section 3 of
the Securities Purchase Agreement,  dated as of September 30, 2003, by and among
the Company and the Buyers named therein.

         The  undersigned   agrees  to  comply  with  the  prospectus   delivery
requirements (to the extent applicable) under the applicable  securities laws in
connection with any transfer of the aforesaid Warrant Shares.


Date: _______________ __, ______


--------------------------------------------
Name of Registered Holder


By:
         -----------------------------------
         Name:
         Title:



14
<PAGE>




                           Warrant Shares Exercise Log

<TABLE>
<CAPTION>
----------------------------- ----------------------------- ---------------------------------- ---------------------
Date                          Number of Warrant Shares      Number of Warrant Shares           Number of Warrant
                              Available to be Exercised     Exercised                          Shares Remaining to
                                                                                               be Exercised
----------------------------- ----------------------------- ---------------------------------- ---------------------
<S>                           <C>                           <C>                                <C>

























----------------------------- ----------------------------- ---------------------------------- ---------------------
</TABLE>




15
<PAGE>




                               FORM OF ASSIGNMENT

   [To be completed and signed only upon transfer of Warrant]

   FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and transfers unto
________________________________  the right represented by the within Warrant to
purchase ____________ shares of Common Stock of Arotech Corporation to which the
within Warrant relates and appoints  ________________  attorney to transfer said
right on the books of Arotech Corporation with full power of substitution in the
premises.

Dated:   _______________, ____


                            ---------------------------------------
                            (Signature must conform in all respects to name of
                            holder as specified on the face of the Warrant)



                            ---------------------------------------
                            Address of Transferee



                            ---------------------------------------

                            ---------------------------------------


In the presence of:


--------------------------


16