F-3










Exhibit 4.4  







Rishon Lezion, June 3,
2008 



T.F.E. Holdings Ltd.

5 Havradim St.

Ganey Yehuda, POB 6567, 56905 




	 	Re: 	Finder
Fee Letter  






Dear Erez, 



This letter will confirm our mutual
understanding that T.F.E. Holdings Ltd.  Co. No.
513810273 operating by Mr. Erez Kuperberg (“Finder”), served B.O.S.
Better Online Solutions Ltd., a company incorporated under the laws of the State of Israel
(the “Company”), in connection with the introduction of Dimex Systems
(1988) Ltd. and its subsidiaries (“Dimex”) to the Company, for the
purpose of an acquisition transaction of all or part of the activity of and/or other
rights pertaining to Dimex by the Company (“Transaction”). 



	1. 	As
compensation to Finder for its services under this engagement letter, the
          Company agrees to pay Finder success fees and Finder agrees to receive such
          success fees, in a combination of shares and cash, as set forth below (the
          “Consideration”): 






	 	(I) 	A
total of 110,000 Ordinary Shares of NIS 4 nominal value each, of the Company
          (the “Shares”); and 






	 	(II) 	NIS
744,520 (the “Cash”) payable in 4 installments as follows: 






	 	1) 	A
cheque in the amount of NIS 186,130 dated June 2, 2008;  






	 	2) 	A
cheque in the amount of NIS 186,130 dated October 2, 2008;  






	 	3) 	A
cheque in the amount of NIS 186,130 dated February 2, 2009.  






	 	4) 	A
cheque in the amount of NIS 186,130 dated May 2, 2009.  






	 	(III) 	Payment
shall be made against duly executed invoices and applicable VAT shall be           added.
In the event that tax deductions at source are required then such amounts           shall
be deducted from any payment made hereunder. 






The Consideration mentioned
hereinabove is the complete and full remuneration or compensation that the Finder is or
will be entitled to from the Company and its subsidiaries or affiliates in respect of the
Transaction or otherwise. 



	2. 	The
Shares will be issued, subject to Sections 4 to 6 below, as soon as           practicably
possible after the execution of this letter by the Company and           Finder. 




















	3. 	Finder
recognizes that the information provided to it in connection with its           services
and this letter agreement whether in writing, orally or in any other           form,
which is not in the public domain (hereinafter “Confidential           Information”)
is confidential and Finder shall take all reasonable and           necessary steps to
prevent the disclosure and dissemination of such Confidential           Information to
any third party without (a) the Company’s prior written           consent and (b)
such third party signing an NDA in terms which are satisfactory           to the Company. 







	4. 	4.1    
Finder understands that (i) the Shares have not been registered under the
          Securities Act of 1933 as amended (the “Securities Act”), or
          under the laws of any other jurisdiction; (ii) such Shares cannot be sold,
          transferred or otherwise disposed of unless they are subsequently registered
          under the Securities Act and, where required, under the laws of other
          jurisdictions or unless an exemption from registration is then available; (iii)
          there is now no registration statement on file with the Securities and Exchange
          Commission with respect to the Shares to be issued to Finder. 






	 	
4.2    
Finder acknowledges and agrees that the certificates representing the Shares shall bear
restrictive legends as counsel to the Company may determine are necessary or appropriate,
including without limitation, legends under applicable securities laws similar to the
following: 






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






	 	
4.3    
The Company will not register any transfer of Shares not made pursuant to registration
under the Securities Act, or pursuant to an available exemption from registration. 






	5. 	If
at any time following the date hereof the Company shall determine to prepare
          and file with the United States Securities and Exchange Commission a
          registration statement relating to an offering for its own account or the
          account of others under the Securities Act of any of its equity securities,
          other than on Form F-4 or Form S-8 (each as promulgated under the Securities
          Act) or their then equivalents relating to equity securities to be issued
solely           in connection with any acquisition of any entity or business or equity
          securities issuable in connection with stock option or other employee benefit
          plans, then the Company shall include in such registration statement all of the
          Shares to the extent the Company may do so without violating registration
rights           of others which exist as of the date of this letter agreement, subject
to           customary underwriter cutbacks applicable to all holders of registration
rights           and, if deemed necessary, and subject to obtaining  the consent of
any           other selling stockholder(s) to such inclusion. The Company’s
obligations           under this section shall terminate at such time as the Finder may
sell the           Shares pursuant to Rule 144 under the Securities Act without any
volume           limitation. 


















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






	7. 	Upon
payment of the Cash and issuance of the Shares hereunder, Finder waives any           and
all rights, claims and/or demands of any kind whatsoever, in connection,
          directly or indirectly, with its services as Finder, Dimex, the Transaction,
          and/or the Consideration payable to it. 






	8.  	The
Finder or any person acting on its behalf is an independent contractor and
                    is not and shall not be considered an employee, agent or legal
representative of                     the Company for any purpose. Finder may not assign
or delegate its rights and                     obligations hereunder. 






	9. 	This
letter agreement and any claim or dispute of any kind or nature whatsoever
          arising out of, or relating to, this letter agreement or Finder’s
          engagement hereunder, directly or indirectly, shall be exclusively governed by
          and construed in accordance with the laws of the State of Israel. The competent
          courts located in Tel Aviv, Israel shall have sole and exclusive jurisdiction
          regarding any dispute or claim arising hereunder. 






			Very truly yours,

B.O.S. Better Online Solutions Ltd.
By: Shmuel Koren
President and CEO














Accepted and agreed to
as

of the date first written above: 


________________________________



By: ___________________________________

















I the  undersigned,  Erez Kuperberg,
 I.D.  ______________  the sole  Shareholder of T.F.E.  Holdings Ltd.  hereby agree to
and  acknowledge the above and confirm that upon payment of the Cash and issuance of the
Shares hereunder,  to T.F.E.  Holdings Ltd., I waive any and all rights, claims and/or
demands of any kind whatsoever, in connection, directly or indirectly, with Finder’s
services under the above letter agreement, Dimex, the Transaction, and/or the
Consideration payable to it.  


_____________________

Erez Kuperberg

Date: __________