SUBSCRIPTION AGREEMENT

      THIS SUBSCRIPTION AGREEMENT (this "Agreement"),  dated as of February ___,
2004, is by and among BVR Technologies  Ltd., a company organized under the laws
of the State of Israel (the  "Company"),  and the subscribers  identified on the
signature page hereto (each a "Subscriber" and collectively "Subscribers").

      WHEREAS, the Company and the Subscribers are executing and delivering this
Agreement in reliance upon an exemption from securities registration afforded by
the  provisions of Section 4(2),  Section 4(6) and/or  Regulation D ("Regulation
D") as promulgated by the United States Securities and Exchange  Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act");

      WHEREAS,  the  parties  desire  that,  upon the terms and  subject  to the
conditions   contained  herein,   the  Company  shall  issue  and  sell  to  the
Subscribers,  as provided herein, and the Subscribers,  in the aggregate,  shall
purchase for $750,000 in the  aggregate  (the  "Purchase  Price") the  Company's
ordinary shares, NIS .01 par value per share (the "Ordinary  Shares"),  at a per
share Purchase Price of USD$.09, and Class A, Class B and Class C share purchase
warrants (the "Warrants") at an aggregate Purchase Price of $75,000, in the form
attached  hereto  as  Exhibits  A, B and C, to  purchase  Ordinary  Shares  (the
"Warrant  Shares") at the rate of one A Warrant  Share,  one B Warrant Share and
one C Warrant Share for each one Ordinary  Share which shall be purchased on the
Closing  Date (as  defined in Section  13(b) of this  Agreement).  The  Ordinary
Shares to be purchased  hereunder (the  "Shares"),  the Warrants and the Warrant
Shares are collectively referred to herein as the "Securities"; and

      WHEREAS, the aggregate proceeds of the sale of the Ordinary Shares and the
Warrants  contemplated hereby shall be held in escrow pursuant to the terms of a
Funds Escrow  Agreement to be executed by the parties  substantially in the form
attached hereto as Exhibit D (the "Escrow Agreement").

      All references  herein to Ordinary  Shares are deemed to refer to Ordinary
Shares of the Company after giving effect to the adoption by the Shareholders of
all the  Proposals  described  in a Form 6-K filed by the Company on January 21,
2004 with the Commission (the  "Acquisition  Proxy").  All references to dollars
herein shall mean United States Dollars.

      NOW,  THEREFORE,  in  consideration  of the  mutual  covenants  and  other
agreements  contained in this Agreement,  the Company and the Subscribers hereby
agree as follows:

            1.  Purchase  and  Sale  of  Shares  and  Warrants.  Subject  to the
satisfaction  (or  waiver)  of the  conditions  to  Closing  set  forth  in this
Agreement,  (a) each  Subscriber  shall  purchase the number of Ordinary  Shares
designated  on the signature  page hereto for the portion of the Purchase  Price
indicated on the signature page hereto and the amount of Warrants  designated on
the signature  page,  and (b) the Company  shall sell such  Ordinary  Shares and
Warrants to such  Subscriber.  The Purchase  Price for the  Ordinary  Shares and
Warrants shall be paid in cash.

            2. Escrow  Arrangements;  Form of Payment.  Upon execution hereof by
the parties and pursuant to the terms of the Escrow  Agreement,  each Subscriber
agrees to make the  deliveries  required of such  Subscriber as set forth in the
Escrow  Agreement and the Company agrees to make the deliveries  required of the
Company as set forth in the Escrow Agreement.

            3. Warrant  Exercise Price.  The per Warrant Share exercise price to
acquire an A Warrant  Share shall be $.35 per A Warrant;  $.15 per B Warrant and
$.50 per C Warrant.  The A Warrants and C Warrants shall be exercisable from and
after the Issue Date (as defined in the Warrant) and for thirty-six  (36) months
thereafter and shall be subject to call as described in the Warrant. A C Warrant
may be  exercised  by a holder  of a C  Warrant  only as to the same  number  of
Warrant  Shares as such holder has exercise a B Warrant.  The B Warrants will be
exercisable  commencing  on  the  actual  date  that  a  registration  statement
described on Section 11 of this  Agreement  has been  declared  effective by the
Commission  ("Actual  Effective  Date"),  and for the first  sixty  (60) days of
effectiveness of such registration statement.

<PAGE>

            4.  Subscriber's  Representations  and  Warranties.  Each Subscriber
hereby  represents  and  warrants to and agrees with the Company only as to such
Subscriber that:

                  (a)  Information  on the  Company.  The  Subscriber  has  been
furnished  with, or has obtained from the EDGAR website of the  Commission,  the
Company's  Form 20-F for the fiscal year ended  December  31, 2002 as filed with
the Commission, together with all subsequently filed Forms 6-K, and filings made
with the  Commission  available at the EDGAR  website  (hereinafter  referred to
collectively  as the  "Reports").  In addition,  the  Subscriber has received in
writing  from the Company  such other  information  concerning  its  operations,
financial condition and other matters as the Subscriber has requested in writing
(such other information is collectively,  the "Other Written Information"),  and
considered  all  factors  the  Subscriber  deems  material  in  deciding  on the
advisability of investing in the Securities. The Subscriber acknowledges that it
has been afforded the opportunity to ask questions and receive answers from duly
authorized  representatives  of the Company  concerning the Company's  business,
operations,  financial condition, management and the terms and conditions of the
sale of the Shares and the Warrants pursuant to this Agreement.

                  (b) Information on the Subscriber. The Subscriber is, and will
be at the time of the exercise of any of the Warrants, an "accredited investor",
as such term is defined in  Regulation  D, is  experienced  in  investments  and
business matters, has made investments of a speculative nature and has purchased
securities of  publicly-owned  companies in private  placements in the past and,
with its  representatives,  has such knowledge and experience in financial,  tax
and  other  business  matters  as  to  enable  the  Subscriber  to  utilize  the
information  made  available  by the Company to evaluate the merits and risks of
and to make  an  informed  investment  decision  with  respect  to the  proposed
purchase,  which  represents a speculative  investment.  The  Subscriber has the
authority and is duly and legally  qualified to purchase and own the Securities.
The  Subscriber  is able to bear the risk of such  investment  for an indefinite
period and to afford a complete loss thereof.  The  information set forth on the
signature page hereto regarding the Subscriber is accurate.

                  (c) Purchase of Shares and Warrants.  On the Closing Date, the
Subscriber  will  purchase  the Shares and  Warrants  as  principal  for its own
account and not with a view to any resale or distribution thereof.

                  (d) Compliance with Securities Act. The Subscriber understands
and agrees that the Securities  have not been  registered  under the 1933 Act or
any  applicable  state  securities  laws,  by  reason  of  their  issuance  in a
transaction that does not require registration under the 1933 Act (based in part
on the accuracy of the  representations  and warranties of Subscriber  contained
herein,  upon which the Company is relying in determining the availability of an
exemption  from such  registration  and the  eligibility  of the  Subscriber  to
purchase the  Securities),  and that such Securities  must be held  indefinitely
unless  a  subsequent  disposition  is  registered  under  the  1933  Act or any
applicable  state  securities laws or is exempt from such  registration.  In any
event, and subject to compliance with applicable securities laws, the Subscriber
may enter into hedging transactions with third parties, which may in turn engage
in short  sales of the  Securities  in the course of hedging the  position  they
assume  and the  Subscriber  may  also  enter  into  short  positions  or  other
derivative  transactions  relating  to  the  Securities,  or  interests  in  the
Securities, and deliver the Securities, or interests in the Securities, to close
out their short or other  positions  or  otherwise  settle  short sales or other
transactions,  or loan or pledge the Securities, or interests in the Securities,
to third parties that in turn may dispose of these Securities.


                                       2
<PAGE>

                  (e) Shares  Legend.  The Shares and the Warrant  Shares  shall
bear the following or similar legend:

            "THE ORDINARY SHARES  REPRESENTED BY THIS  CERTIFICATE HAVE NOT BEEN
            REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR
            QUALIFIED UNDER APPLICABLE  STATE OR FOREIGN  SECURITIES LAWS. THESE
            ORDINARY  SHARES  MAY NOT BE SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
            HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE  REGISTRATION  STATEMENT
            UNDER  SUCH  SECURITIES  ACT OR AN  OPINION  OF  COUNSEL  REASONABLY
            SATISFACTORY TO BVR TECHNOLOGIES  LTD. THAT SUCH REGISTRATION IS NOT
            REQUIRED."

                  (f) Warrants Legend.  The Warrants shall bear the following or
similar legend:

            "THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS
            WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933,
            AS  AMENDED,   OR  QUALIFIED  UNDER   APPLICABLE  STATE  OR  FOREIGN
            SECURITIES  LAWS. THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON
            EXERCISE OF THIS WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE, PLEDGED
            OR  HYPOTHECATED  IN  THE  ABSENCE  OF  AN  EFFECTIVE   REGISTRATION
            STATEMENT  AS TO THIS  WARRANT  OR THE  ORDINARY  SHARES  UNDER SUCH
            SECURITIES ACT OR AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
            BVR TECHNOLOGIES LTD. THAT SUCH REGISTRATION IS NOT REQUIRED."

                  (g)  Communication  of Offer. The offer to sell the Securities
was directly  communicated to the Subscriber by the Company.  At no time was the
Subscriber  presented  with or solicited  by any leaflet,  newspaper or magazine
article,  radio  or  television  advertisement,  or any  other  form of  general
advertising  or solicited or invited to attend a promotional  meeting  otherwise
than in connection and concurrently with such communicated offer.

                  (h)  Authority;  Enforceability.  This  Agreement,  the Escrow
Agreement and any other agreements  delivered together with this Agreement or to
be  delivered  in  connection  herewith  have been and will be duly  authorized,
executed  and  delivered by the  Subscriber,  no other action on the part of the
Subscriber  or its equity  holders being  necessary or required,  and are legal,
valid  and  binding  agreements  of  the  Subscriber   enforceable  against  the
Subscriber in accordance  with their terms,  subject to bankruptcy,  insolvency,
fraudulent  transfer,  reorganization,  moratorium  and similar  laws of general
applicability  relating  to or  affecting  creditors'  rights  generally  and to
general principles of equity. The Subscriber is duly organized, validly existing
and in good standing under the laws of its  jurisdiction  of  organization.  The
Subscriber has full corporate  power and authority  necessary to enter into this
Agreement, the Escrow Agreement and any other agreements delivered together with
this  Agreement  and to perform its  obligations  hereunder  and under all other
agreements entered into by the Subscriber relating hereto.


                                       3
<PAGE>

                  (i) Consents. No consent, approval,  authorization or order of
any court,  governmental  agency or body or arbitrator having  jurisdiction over
the  Subscriber  is required  for  execution  of this  Agreement,  and all other
agreements entered into by the Subscriber relating thereto,  and the performance
of the  Subscriber's  obligations  hereunder  and  under  all  other  agreements
delivered herewith or to be delivered in connection with this Agreement.

                  (j) No Violation or Conflict.  The  execution  and delivery of
this Agreement by the Subscriber does not, and the performance by the Subscriber
of its obligations under this Agreement and all other agreements entered into by
the Subscriber  relating  thereto by the Subscriber  will not violate,  conflict
with, result in a breach of, or constitute a default (or an event which with the
giving  of notice or the  lapse of time or both  would be  reasonably  likely to
constitute a default) under (A) the charter, limited liability company agreement
or other comparable organizational documents of the Subscriber,  (B) any decree,
judgment,  order, law, treaty, rule,  regulation or determination  applicable to
the Subscriber of any court,  governmental  agency or body, or arbitrator having
jurisdiction  over  the  Subscriber  or over the  properties  or  assets  of the
Subscriber,  or (C) the terms of any bond, debenture, note or any other evidence
of indebtedness, or any agreement,  indenture, lease, mortgage, deed of trust or
other  instrument to which the Subscriber is a party, by which the Subscriber is
bound, or to which any of the properties of the Subscriber is subject.

                  (k) Correctness of Representations. Each Subscriber represents
as to such Subscriber that the foregoing representations and warranties are true
and correct as of the date hereof and,  unless a Subscriber  otherwise  notifies
the Company prior to the Closing Date (as  hereinafter  defined),  shall be true
and correct as of the Closing Date.

                  (l) Survival.  The foregoing  representations  and  warranties
shall survive the Closing Date for a period of two years.

            5. Company  Representations  and Warranties.  The Company represents
and warrants to and agrees with each Subscriber that:

                  (a)  Due   Incorporation.   The   Company   and  each  of  its
subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the respective  jurisdictions of their  incorporation
and have the requisite  corporate power to own their  properties and to carry on
their business as now being conducted and as  contemplated  in the Reports.  The
Company and each of its subsidiaries is duly qualified as a foreign  corporation
to do business and is in good standing in each jurisdiction  where the nature of
the  business  conducted  or  property  owned  by it  makes  such  qualification
necessary,  other than those  jurisdictions  in which the  failure to so qualify
would  not  have a  material  adverse  effect  on the  business,  operations  or
financial condition of the Company.

                  (b) Outstanding  Stock.  All issued and outstanding  shares of
capital  stock  of the  Company  and each of its  subsidiaries  have  been  duly
authorized and validly issued and are fully paid and nonassessable.

                  (c) Authority;  Enforceability.  This Agreement, the Warrants,
the Escrow  Agreement  and any other  agreements  delivered  together  with this
Agreement or to be delivered in  connection  herewith have been and will be duly
authorized,  executed  and  delivered  by the Company  and are legal,  valid and
binding agreements of the Company  enforceable against the Company in accordance
with  their  terms,  subject to  bankruptcy,  insolvency,  fraudulent  transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights generally and to general principles of equity and
except for  provisions  relating to  indemnity  and  contribution  to the extent
prohibited by public policy or that might require  indemnification for losses or
expenses caused by negligence,  gross negligence,  willful misconduct,  fraud or
illegality of an indemnified  party.  The Company has full  corporate  power and
authority  necessary  to enter  into this  Agreement,  the  Warrant,  the Escrow
Agreement and such other agreements and to perform its obligations hereunder and
under all other agreements entered into by the Company relating hereto.


                                       4
<PAGE>

                  (d) Additional Issuances.  There are no outstanding agreements
or preemptive or similar  rights  affecting  the  Company's  Ordinary  Shares or
equity and no outstanding rights, warrants or options to acquire, or instruments
convertible  into or  exchangeable  for, or  agreements or  understandings  with
respect to the sale or issuance of any Ordinary  Shares or equity of the Company
or other equity  interest in any of the  subsidiaries  of the Company  except as
described  on Schedule  5(d),  or the  Reports.  Except as disclosed on Schedule
5(d),  the  Company  has not granted or agreed to grant to any person any rights
(including  "piggy-back"  registration  rights)  to have any  securities  of the
Company registered with the Commission or any other governmental authority which
have not been satisfied.

                  (e) Consents. No consent, approval,  authorization or order of
any court,  governmental  agency or body,  voluntary  association,  OTC Bulletin
Board ("Bulletin Board"), or arbitrator having jurisdiction over the Company, or
any of its affiliates or the Company's shareholders is required for execution of
this Agreement,  and all other  agreements  entered into by the Company relating
thereto, including, without limitation, the issuance and sale of the Securities,
and the performance of the Company's  obligations  hereunder and under all other
agreements  delivered  herewith  or to be  delivered  in  connection  with  this
Agreement.

                  (f) No Violation or Conflict. Assuming the representations and
warranties  of the  Subscribers  in Section 4 are true and correct,  neither the
issuance  and  sale of the  Securities  nor  the  performance  of the  Company's
obligations  under this Agreement and all other  agreements  entered into by the
Company relating thereto by the Company will:

                        (i) violate,  conflict  with,  result in a breach of, or
constitute  a default  (or an event which with the giving of notice or the lapse
of  time or  both  would  constitute  a  default)  under  (A)  the  Articles  of
Association  of the  Company,  (B)  to  the  Company's  knowledge,  any  decree,
judgment,  order, law, treaty, rule,  regulation or determination  applicable to
the Company of any court,  governmental  agency or body,  or  arbitrator  having
jurisdiction over the Company or any of its affiliates or over the properties or
assets  of the  Company  or any of its  affiliates,  (C) the  terms of any bond,
debenture, note or any other evidence of indebtedness,  or any agreement,  stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument to which the Company or any of its  affiliates  is a party,  by which
the Company or any of its affiliates is bound, or to which any of the properties
of the  Company or any of its  affiliates  is  subject,  or (D) the terms of any
"lock-up" or similar provision of any underwriting or similar agreement to which
the Company or any of its affiliates is a party,  except with respect to each of
clauses (A), (B), (C) and (D) above, the violation, conflict, breach, or default
of which  would  not have a  material  adverse  effect  on the  Company,  or the
Company's  ability to fulfill its obligations under this Agreement and any other
agreement delivered or to be delivered in connection herewith; or

                        (ii) result in the creation or  imposition  of any lien,
charge or  encumbrance  upon the Securities or any of the assets of the Company,
its subsidiaries or any of its affiliates; or

                        (iii) will result in the activation of any anti-dilution
rights or a reset or repricing of any debt or security  instrument  of any other
debt or equity holder of the Company.


                                       5
<PAGE>

                  (g) The Securities. The Securities upon issuance:

                        (i) are,  or will be,  free  and  clear of any  security
interests,  liens,  claims or other  encumbrances,  subject only to restrictions
upon transfer  under the 1933 Act and  applicable  state and foreign  securities
laws;

                        (ii) have been, or will be, duly and validly  authorized
and on the date of  issuance,  and upon  exercise of the  Warrants,  the Warrant
Shares will be duly and validly  issued,  fully paid and  nonassessable  (and if
registered  pursuant  to the 1933  Act,  and  resold  pursuant  to an  effective
registration  statement will be freely  transferable and unrestricted,  provided
that each Subscriber complies with the prospectus  delivery  requirements of the
1933 Act and applicable state securities laws);

                        (iii) will not have been issued or sold in  violation of
any  preemptive or other similar rights of the holders of any securities or debt
or other agreements of the Company; and

                        (iv) will not subject  the  holders  thereof to personal
liability by reason of being such holders.

                  (h)  Litigation.  There is no  pending  or, to the best of the
Company's knowledge, threatened action, suit, proceeding or investigation before
any court,  governmental  agency or body, or arbitrator having jurisdiction over
the Company or any of its  affiliates  that would  affect the  execution  by the
Company  or  the  performance  by the  Company  of its  obligations  under  this
Agreement, and all other agreements entered or to be entered into by the Company
relating hereto. Except as disclosed in the Reports,  there is no pending or, to
the best of the Company's  knowledge,  threatened  action,  suit,  proceeding or
investigation  before  any court,  governmental  agency or body,  or  arbitrator
having  jurisdiction over the Company,  or any of its affiliates,  which action,
suit,  proceeding or investigation if adversely determined could have a material
adverse effect on the Company.

                  (i) Reporting Company. The Company is a publicly-held  company
subject  to  reporting  obligations  pursuant  to  Sections  15(d) and 13 of the
Securities  Exchange Act of 1934, as amended (the "1934 Act") and has a class of
ordinary shares  registered  pursuant to Section 12(g) of the 1934 Act. Pursuant
to the  provisions of the 1934 Act, the Company has timely filed all reports and
other materials  required to be filed thereunder with the Commission  during the
preceding twelve months.

                  (j) No Market  Manipulation.  The Company  has not taken,  and
will not take,  directly  or  indirectly,  any action  designed to or that might
reasonably be expected to cause or result in  stabilization  or  manipulation of
the  price of the  Ordinary  Shares  to  facilitate  the sale or  resale  of the
Securities or affect the price at which the Securities may be issued or resold.

                  (k)  Information  Concerning the Company.  The Reports contain
all  material  information  relating  to the  Company  and  its  operations  and
financial  condition as of their respective dates which  information is required
to be disclosed therein. Since the date of the most recent audited and unaudited
financial  statements  included  in the  Reports,  and except as modified in the
Other Written Information or in the Schedules hereto, there has been no material
adverse change in the Company's business,  financial condition or affairs. As of
their  respective  dates,  the Reports did not contain any untrue statement of a
material fact or omit to state a material fact required to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they were made, not misleading.

                  (l)  Stop  Transfer.  The  Securities,  when  issued,  will be
restricted  securities.  The Company will not issue any stop  transfer  order or
other order  impeding  the sale,  resale or  delivery of any of the  Securities,
except as may be required by  applicable  federal,  state or foreign  securities
laws.  The Company will not issue any stop transfer or other order  impeding the
sale, resale or delivery of the Securities unless contemporaneous notice of such
instruction is given to the Subscriber.


                                       6
<PAGE>

                  (m) Defaults.  The Company is not in violation of its Articles
of  Association.  The Company is (i) not in default under or in violation of any
other material  agreement or instrument to which it is a party or by which it or
any of its  properties are bound or affected,  which default or violation  would
have a material adverse effect on the Company,  (ii) not in default with respect
to any order of any  court,  arbitrator  or  governmental  body or subject to or
party to any order of any court or  governmental  authority  arising  out of any
action, suit or proceeding under any statute or other law respecting  antitrust,
monopoly, restraint of trade, unfair competition or similar matters, or (iii) to
its  knowledge  in  violation  of  any  statute,   rule  or  regulation  of  any
governmental  authority which violation would have a material  adverse effect on
the Company.

                  (n) No Integrated  Offering.  Neither the Company,  nor any of
its affiliates,  nor, to the best of the Company's knowledge,  any person acting
on its or their behalf,  has directly or indirectly  made any offers or sales of
any security or solicited  any offers to buy any  security  under  circumstances
that would cause the offer of the  Securities  pursuant to this  Agreement to be
integrated with prior or  contemporaneous  offerings by the Company for purposes
of the 1933 Act or any applicable stockholder approval provisions.  Nor will the
Company or any of its affiliates or  subsidiaries  take any action or steps that
would cause the offer of the Securities to be integrated  with other  offerings.
The  Company  will  not  conduct  any  offering  other  than  the   transactions
contemplated  hereby that will be  integrated  with the offer or issuance of the
Securities.

                  (o) No General  Solicitation.  Neither the Company, nor any of
its affiliates,  nor to its knowledge, any person acting on its or their behalf,
has engaged in any form of general  solicitation or general  advertising (within
the  meaning  of  Regulation  D) in  connection  with  the  offer or sale of the
Securities.

                  (p) Listing.  The Company's  Ordinary Shares are quoted on the
Bulletin Board. The Company has not received any oral or written notice that its
Ordinary  Shares will be delisted from the Bulletin  Board nor that its Ordinary
Shares  do not meet  all  requirements  for the  continuation  of such  listing,
trading and  quotation.  As of the date of this  Agreement and the Closing Date,
the Company  satisfies  and will  satisfy  the  requirements  for the  continued
listing, trading and quotation of its Ordinary Shares on the Bulletin Board.

                  (q)  No  Undisclosed   Liabilities.   Except  for  liabilities
incurred in the ordinary course of the Company's  businesses  since December 31,
2002 which,  individually or in the aggregate,  would not reasonably be expected
to have a material  adverse  effect on the Company's  financial  condition,  the
Company  has  no  liabilities  or  obligations  that,  individually  or  in  the
aggregate,  are material and are not  disclosed in the Reports and Other Written
Information.  The Company is a major shareholder of Coresma Ltd. Coresma Ltd. is
currently  insolvent.  The  Company  intends to attempt to  restructure  Coresma
Ltd.'s  indebtedness.  No  assurances  are  given  that  such  attempts  will be
successful.

                  (r) No Undisclosed Events or Circumstances. Since December 31,
2002,  no event or  circumstance  has  occurred  or exists  with  respect to the
Company or its businesses,  properties,  operations or financial condition, that
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  prior to the date  hereof by the Company but which has not been so
publicly announced or disclosed in the Reports.


                                       7
<PAGE>

                  (s)  Capitalization.  The  authorized  and  outstanding  share
capital of the Company as of the date of this Agreement and the Closing Date are
set forth on Schedule 5(s). Except as set forth in the Reports and Other Written
Information, Schedule 5(d) and Schedule 5(s), there are no options, warrants, or
rights to subscribe to,  securities,  rights or obligations  convertible into or
exchangeable  for or giving  any right to  subscribe  for any  shares of capital
stock of the Company. All of the outstanding Ordinary Shares of the Company have
been  duly  and   validly   authorized   and  issued  and  are  fully  paid  and
nonassessable.

                  (t) Dilution.  The Company's  executive officers and directors
have studied and fully understand the nature of the Securities being offered and
sold  hereby and  recognize  that they have a potential  dilutive  effect on the
interests of other holders of the Company's  securities.  The board of directors
of the Company  has  concluded  in its good faith  business  judgment  that such
issuance is in the best interests of the Company.

                  (u) No Disagreements  with Accountants and Lawyers.  There are
no  disagreements  of any kind presently  existing  between the  accountants and
lawyers formerly or presently employed by the Company, including but not limited
to disputes or conflicts over payment owed to such accountants and lawyers.

                  (v)  Investment  Company.  The  Company is not,  and is not an
Affiliate  (as  defined  in Rule 405  under  the 1933  Act) of,  an  "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

                  (w)  Correctness of  Representations.  The Company  represents
that the foregoing representations and warranties are true and correct as of the
date hereof in all material respects, and, unless the Company otherwise notifies
the  Subscribers  prior to the  Closing  Date,  shall be true and correct in all
material respects as of the Closing Date.

                  (x) Survival.  The foregoing  representations  and  warranties
shall survive the Closing Date for a period of two years.

            6. Legal Opinions.  On the Closing Date, the Company will provide an
opinion  reasonably  acceptable to Subscriber from Philips Nizer,  the Company's
United  States  legal  counsel,  and an  opinion  reasonably  acceptable  to the
Subscriber from the Company's Israeli legal counsel,  Bach, Arad,  Scharf, as to
the matters set forth in Exhibit E. The Company will  provide,  at the Company's
expense, such other legal opinions in the future as are reasonably necessary for
the public or private resale of the Shares,  exercise of the Warrants and public
or private resale of the Warrant Shares.

            7. Broker.  The Company on the one hand, and each  Subscriber on the
other hand,  agree to indemnify  the other  against and hold the other  harmless
from any and all liabilities to any persons  claiming  brokerage  commissions or
finder's  fees on account of services  purported to have been rendered on behalf
of the indemnifying  party in connection with this Agreement or the transactions
contemplated hereby and arising out of such party's actions.

            8.  Legal  Fee/Escrow  Agent.  The  Company  shall pay to  Grushko &
Mittman,  P.C.,  legal  fees of  $15,000  ("Legal  Fees") as  reimbursement  for
services rendered in connection with this Agreement and the purchase and sale of
the Ordinary Shares and the Warrants (the "Offering") and acting as Escrow Agent
for the  Offering.  The Legal Fees will be payable out of funds held pursuant to
the Escrow Agreement.


                                       8
<PAGE>

            9. Covenants of the Company.  The Company  covenants and agrees with
the Subscribers as follows:

                  (a) Stop  Orders.  The  Company  will  advise the  Subscribers
promptly  after it  receives  notice of issuance  by the  Commission,  any state
securities  commission or any other regulatory authority of any stop order or of
any order  preventing  or  suspending  any  offering  of any  securities  of the
Company, or of the suspension of the qualification of the Ordinary Shares of the
Company  for  offering or sale in any  jurisdiction,  or the  initiation  of any
proceeding for any such purpose.

                  (b) Listing. If applicable,  the Company shall promptly secure
the listing of the  Ordinary  Shares to be purchased  hereunder  and the Warrant
Shares upon each national securities exchange, or automated quotation system, or
any other  market  or forum  upon  which the  ordinary  shares  are then  listed
(subject to official notice of issuance) and shall maintain such listing so long
as any  Securities are  outstanding.  The Company will maintain the quotation of
its ordinary  shares on the Bulletin Board (the  "Principal  Market"),  and will
comply  in  all  respects  with  the  Company's  reporting,   filing  and  other
obligations  under the bylaws or rules of the Principal  Market,  as applicable.
The  Company  will  provide  the  Subscribers  copies of all notices it receives
notifying  the Company of the  threatened  and actual  delisting of the Ordinary
Shares from the Principal Market.

                  (c) Market Regulations.  If required, the Company shall notify
the  Commission,  the Principal  Market and  applicable  state  authorities,  in
accordance with their requirements,  if any, of the transactions contemplated by
this Agreement, and shall take all other necessary action and proceedings as may
be required and permitted by applicable law, rule and regulation,  for the legal
and valid issuance of the  Securities to the  Subscribers  and promptly  provide
copies thereof to Subscriber.

                  (d) Reporting Requirements. From the Closing Date and until at
least two (2) years  after the  sooner of (i) the actual  effective  date of the
Registration  Statement  described in Section 11.1(iv) hereof, or (ii) until all
the Shares and  Warrant  Shares have been  resold  pursuant to the  Registration
Statement  (as  defined  in  Section   11.1(iv)),   the  Company  will  (i)  use
commercially  reasonable  efforts to cause its ordinary shares to continue to be
registered  under  Section  12(b) or 12(g) of the 1934 Act,  (ii)  comply in all
material respects with its reporting and filing  obligations under the 1934 Act,
(iii) comply in all material  respects with all reporting  requirements that are
applicable to an issuer with a class of ordinary shares  registered  pursuant to
Section 12(b) or 12(g) of the 1934 Act, as applicable,  and (iv) comply with all
requirements  related  to any  registration  statement  filed  pursuant  to this
Agreement.  The Company will use commercially reasonable efforts not to take any
action or file any  document  (whether or not  permitted  by the 1933 Act or the
1934 Act or the rules  thereunder) to terminate or suspend such  registration or
to terminate or suspend its  reporting  and filing  obligations  under said acts
until the  sooner of (i) two (2) years  after the actual  effective  date of the
Registration  Statement  described in Section 11.1(iv) hereof, or (ii) until all
the Shares and  Warrant  Shares have been  resold  pursuant to the  Registration
Statement (as defined in Section 11.1(iv)).

                  (e)  Use of  Proceeds.  The  Company  undertakes  to  use  the
proceeds of the  Subscribers'  funds for the purposes set forth on Schedule 9(e)
hereto.  A deviation from the use of proceeds set forth on Schedule 9(e) of more
than 10% per item or more than 20% in the  aggregate  shall be deemed a material
breach of the Company's obligations  hereunder.  Except as set forth on Schedule
9(e),  the  Purchase  Price may not and will not be used for  accrued and unpaid
officer and director salaries,  payment of financing related debt, redemption of
outstanding  redeemable notes or equity instruments of the Company nor non-trade
obligations outstanding on the Closing Date.


                                       9
<PAGE>

                  (f) Reservation of Ordinary Shares.  The Company undertakes to
reserve from its  authorized  but unissued  Ordinary  Shares,  at all times that
Warrants remain outstanding,  a number of Ordinary Shares equal to the number of
Ordinary Shares issuable upon exercise of the Warrants.

                  (g)  Taxes.  For a  period  of two (2)  years  after  the date
hereof,  the Company will  promptly pay and  discharge,  or cause to be paid and
discharged, when due and payable, all lawful taxes, assessments and governmental
charges or levies imposed upon the income, profits,  property or business of the
Company; provided,  however, that any such tax, assessment,  charge or levy need
not be paid if the validity  thereof shall  currently be contested in good faith
by appropriate  proceedings and if the Company shall have set aside on its books
adequate reserves with respect thereto, and provided,  further, that the Company
will pay all such  taxes,  assessments,  charges  or levies  forthwith  upon the
commencement  of  proceedings  to foreclose  any lien which may have attached as
security therefore.

                  (h)  Insurance.  For a period of two (2) years  after the date
hereof,  the Company will keep its assets  which are of an  insurable  character
insured by financially  sound and reputable  insurers  against loss or damage by
fire,  explosion and other risks customarily insured against by companies in the
Company's  line of business,  in amounts  sufficient to prevent the Company from
becoming a co-insurer and not in any event less than 100% of the insurable value
of the property insured;  and the Company will maintain,  with financially sound
and reputable insurers,  insurance against other hazards and risks and liability
to persons and property to the extent and in the manner  customary for companies
in  similar  businesses  similarly  situated  and to  the  extent  available  on
commercially reasonable terms.

                  (i) Books and Records. For a period of two (2) years after the
date  hereof,  the Company  will keep true records and books of account in which
full,  true and correct  entries will be made of all dealings or transactions in
relation to its  business  and affairs in  accordance  with  generally  accepted
accounting principles applied on a consistent basis.

                  (j)  Governmental  Authorities.  For a period of two (2) years
after the date  hereof,  the  Company  shall  duly  observe  and  conform in all
material respects to all valid requirements of governmental authorities relating
to the conduct of its business or to its properties or assets.

                  (k) Intellectual Property. For a period of two (2) years after
the date  hereof,  the  Company  shall  maintain  in full  force and  effect its
corporate existence,  rights and franchises and all licenses and other rights to
use intellectual  property owned or possessed by it and reasonably  deemed to be
necessary to the conduct of its business.

                  (l)  Properties.  For a period of two (2) years after the date
hereof,  the Company will keep its properties in good repair,  working order and
condition,  reasonable  wear and tear  excepted,  and from time to time make all
needed and proper repairs,  renewals,  replacements,  additions and improvements
thereto in accordance with reasonable business  practices;  and the Company will
at all times comply with each  provision of all leases to which it is a party or
under  which  it  occupies  property  if the  breach  of  such  provision  could
reasonably be expected to have a material adverse effect.

                  (m)  Confidentiality.  For a period of two (2) years after the
date hereof, the Company agrees that, except in the Registration  Statement,  it
will not disclose  publicly or privately the identity of any  Subscriber  unless
expressly agreed to in writing by such Subscriber or only to the extent required
by United States or Israeli law and then only upon ten days prior notice to such
Subscriber.  Subject to the foregoing,  the Company agrees to publicly  disclose
the transactions  described in this Agreement within two business days after the
Closing.


                                       10
<PAGE>

                  (n) Blackout.  The Company undertakes and covenants that until
the first to occur of (i)  ninety  (90) days  after  the  effective  date of the
registration  statement  described  in Section  11.1(iv),  or (ii) until all the
Shares  and  Warrant  Shares  have been  resold  pursuant  to said  registration
statement, the Company will not enter into any acquisition,  merger, exchange or
sale  or  other   transaction  that  could  have  the  effect  of  delaying  the
effectiveness  of  any  pending  registration  statement,   causing  an  already
effective  registration  statement  to no longer be  effective  or  current,  or
require  the  filing  of an  amendment  to  an  already  effective  registration
statement.

                  (o)  S-8.  The  Company  will  not  file a Form  S-8  with the
Commission  during  the  Exclusion  Period (as  defined in Section  12(a) of the
Agreement)  without the consent of the  Subscriber,  except in  connection  with
employee stock option plans.

            10.   Covenants   of   the   Company   and   Subscriber    Regarding
Indemnification.

                  (a) The Company agrees to indemnify, hold harmless,  reimburse
and  defend the  Subscribers,  the  Subscribers'  officers,  directors,  agents,
affiliates,  control  persons,  and principal  shareholders,  against any claim,
cost, expense, liability, obligation, loss or damage (including reasonable legal
fees) of any nature,  incurred  by or imposed  upon the  Subscriber  or any such
person  which  results,  arises  out  of or  is  based  upon  (i)  any  material
misrepresentation  by  Company  or breach of any  warranty  by  Company  in this
Agreement or in any Exhibits or Schedules  attached  hereto,  or other agreement
delivered  pursuant  hereto;  or (ii) after any  applicable  notice  and/or cure
periods,  any breach or default in performance by the Company of any covenant or
undertaking  to be performed by the Company  hereunder,  or any other  agreement
entered into by the Company and Subscriber relating hereto.

                  (b)  Each  Subscriber  agrees  to  indemnify,  hold  harmless,
reimburse and defend the Company and each of the Company's officers,  directors,
agents, affiliates, control persons against any claim, cost, expense, liability,
obligation,  loss or damage  (including  reasonable  legal  fees) of any nature,
incurred by or imposed upon the Company or any such person which results, arises
out of or is based upon (i) any material misrepresentation by such Subscriber in
this  Agreement  or in any  Exhibits  or  Schedules  attached  hereto,  or other
agreement  delivered pursuant hereto; or (ii) after any applicable notice and/or
cure periods,  any breach or default in  performance  by such  Subscriber of any
covenant or undertaking  to be performed by such  Subscriber  hereunder,  or any
other agreement entered into by the Company and Subscribes relating hereto.

                  (c) The  procedures  set forth in Section  11.6 shall apply to
the indemnifications set forth in Sections 10(a) and 10(b) above.

            11.1.  Registration  Rights. The Company hereby grants the following
registration rights to holders of the Securities.

                  (i) On one occasion,  for a period commencing  ninety-one (91)
days after the Closing Date, but not later than two years after the Closing Date
("Request Date"),  the Company,  upon a written request therefor from any record
holder or  holders  of more than 50% of the Shares  issued in the  Offering  and
outstanding  Warrant  Shares  shall  prepare  and  file  with the  Commission  a
registration  statement  under the 1933 Act  covering  the  Ordinary  Shares and
Warrant Shares (collectively "Registrable Securities"), which are the subject of
such  request.  For  purposes of  Sections  11.1(i)  and  11.1(ii),  Registrable
Securities  shall not include  Securities  which are  included  in an  effective
registration  statement,  included for  registration  in a pending  registration
statement  or which  have been  resold  pursuant  to an  effective  registration
statement.  In addition,  upon the receipt of such  request,  the Company  shall
promptly  give  written  notice to all other record  holders of the  Registrable
Securities that such registration  statement is to be filed and shall include in
such  registration  statement  Registrable  Securities for which it has received
written  requests  within 10 days after the Company  gives such written  notice.
Such other  requesting  record holders shall be deemed to have  exercised  their
demand registration right under this Section 11.1(i).


                                       11
<PAGE>

                  (ii) If the Company at any time  proposes  to register  any of
its  securities  under the 1933 Act for sale to the public,  whether for its own
account  or for the  account of other  security  holders  or both,  except  with
respect  to  registration  statements  on Forms  S-4,  S-8 or  another  form not
available for  registering  the  Registrable  Securities for sale to the public,
provided the Registrable  Securities are not otherwise  registered for resale by
the Subscribers or Holder pursuant to an effective registration statement,  each
such  time it will give at least 15 days'  prior  written  notice to the  record
holder of the Registrable Securities of its intention so to do. Upon the written
request of the holder,  received by the Company  within 10 days after the giving
of any such notice by the Company, to register any of the Registrable Securities
not previously registered, the Company will cause such Registrable Securities as
to which  registration  shall have been so  requested  to be  included  with the
securities to be covered by the registration  statement  proposed to be filed by
the Company,  all to the extent required to permit the sale or other disposition
of the  Registrable  Securities so registered by the holder of such  Registrable
Securities (the "Seller").  In the event that any registration  pursuant to this
Section 11.1(ii) shall be, in whole or in part, an underwritten  public offering
of Ordinary Shares, the number of Registrable  Securities to be included in such
an underwriting may be reduced by the managing  underwriter if and to the extent
that the Company and the  underwriter  shall  reasonably  be of the opinion that
such inclusion would adversely affect the marketing of the securities to be sold
by the Company  therein;  provided,  however,  that the Company shall notify the
requesting  holder  in  writing  of  any  such  reduction.  Notwithstanding  the
foregoing provisions,  or Section 11.4 hereof, the Company may withdraw or delay
or suffer a delay of any  registration  statement  referred  to in this  Section
11.1(ii) without thereby incurring any liability to the requesting holder.

                  (iii) If, at the time any written request for  registration is
received by the Company pursuant to Section 11.1(i),  the Company has determined
to proceed with the actual  preparation  and filing of a registration  statement
under the 1933 Act in  connection  with the proposed  offer and sale for cash of
any of its  securities  for the Company's  own account and the Company  actually
does file such other  registration  statement,  such  written  request  shall be
deemed to have been given  pursuant  to Section  11.1(ii)  rather  than  Section
11.1(i), and the rights of the holders of Registrable Securities covered by such
written request shall be governed by Section 11.1(ii).

                  (iv) The Company shall file with the Commission not later than
thirty  (30)  days  after the  Closing  Date (the  "Filing  Date"),  and use its
reasonable  commercial  efforts to cause to be declared  effective within ninety
(90) days after the Closing Date (the "Effective Date"), a Form F-1 registration
statement (the "Registration Statement") (or such other form that it is eligible
to use)  in  order  to  register  the  Registrable  Securities  for  resale  and
distribution  under the 1933 Act. The Company will register in the  Registration
Statement not less than a number of Ordinary  Shares that is equal to the number
of the Shares and Warrant Shares.  The Registrable  Securities shall be reserved
and set aside  exclusively for the benefit of each  Subscriber,  and not issued,
employed or reserved for anyone other than each  Subscriber.  Such  Registration
Statement will immediately be amended or additional registration statements will
be immediately  filed by the Company as necessary to register  additional shares
of Common Stock to allow the public  resale of all Common Stock  included in and
issuable by virtue of the Registrable  Securities.  No securities of the Company
other than the  Registrable  Securities  will be  included  in the  registration
statement  described in this  Section  11.1(iv)  without the written  consent of
Subscribers holding a majority of the Ordinary Shares sold in this Offering.


                                       12
<PAGE>

            11.2.  Registration  Procedures.  If and  whenever  the  Company  is
required by the provisions of Section 11.1(i),  11.1(ii),  or (iv) to effect the
registration  of any shares of  Registrable  Securities  under the 1933 Act, the
Company will, as expeditiously as possible:

                  (a)  subject  to the  timelines  provided  in this  Agreement,
prepare  and file with the  Commission  a  registration  statement  required  by
Section 11, with  respect to such  securities  and use its best efforts to cause
such registration statement to become and remain effective for the period of the
distribution  contemplated thereby (determined as herein provided), and promptly
provide to the holders of Registrable  Securities (the "Sellers")  notice of the
filing and effectiveness of such registration statement;

                  (b) prepare and file with the Commission  such  amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as may be  necessary to keep such  registration  statement  effective
until such registration  statement has been effective for a period ending on the
sooner of (i) two (2) years  from the  Closing  Date,  or (ii) the  distribution
contemplated in such  registration  statement having been completed,  and comply
with the  provisions of the 1933 Act with respect to the  disposition  of all of
the Registrable  Securities covered by such registration statement in accordance
with the Seller's  intended method of disposition set forth in such registration
statement for such period;

                  (c)  furnish to the Seller,  at the  Company's  expense,  such
number of copies  of the  registration  statement  and the  prospectus  included
therein  (including each preliminary  prospectus) as such persons reasonably may
request in order to  facilitate  the  public  sale or their  disposition  of the
securities covered by such registration statement;

                  (d) use reasonable efforts to register or qualify the Seller's
Registrable   Securities  covered  by  such  registration  statement  under  the
securities  or "blue sky" laws of such  jurisdictions  as the Seller,  provided,
however,  that the Company shall not for any such purpose be required to qualify
generally  to transact  business as a foreign  corporation  in any  jurisdiction
where it is not so qualified or to consent to general  service of process in any
such jurisdiction;

                  (e) if applicable,  list the Registrable Securities covered by
such registration  statement with any securities  exchange on which the Ordinary
Shares of the Company are then listed;

                  (f) immediately  notify the Seller when a prospectus  relating
thereto is required to be delivered  under the 1933 Act, of the happening of any
event of which the Company  has  knowledge  as a result of which the  prospectus
contained in such registration  statement, as then in effect, includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances then existing; and

                  (g) provided  same would not be in violation of the  provision
of  Regulation  FD under the 1934 Act,  make  available  for  inspection  by the
Seller,  and any attorney,  accountant or other agent  retained by the Seller or
underwriter,  all  publicly  available,  non-confidential  financial  and  other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,   directors  and  employees  to  supply  all  publicly
available,  non-confidential  information  reasonably  requested  by the Seller,
attorney, accountant or agent in connection with such registration statement.

            11.3 Provision of Documents.  In connection  with each  registration
described  in this Section 10, the Seller will furnish to the Company in writing
such  information  and  representation  letters  with  respect to itself and the
proposed  distribution by it as reasonably shall be necessary in order to assure
compliance with federal and applicable state securities laws.


                                       13
<PAGE>

            11.4. Non-Registration Events. The Company and the Subscribers agree
that the Seller will suffer damages if any registration statement required under
Section  11.1(iv)  above  is not  filed  by the  Filing  Date  and not  declared
effective  by the  Commission  by  the  Effective  Date,  and  any  registration
statement required under Section 11.1(i) or 11.1(ii) is not filed within 60 days
after written request and declared  effective by the Commission  within 120 days
after such  request,  and  maintained  in the manner and within the time periods
contemplated by Section 11 hereof, and it would not be feasible to ascertain the
extent of such  damages with  precision.  Accordingly,  if (i) the  Registration
Statement on Form F-1 or such other form  described  in Section  11.1(iv) is not
filed on or before the Filing Date or is not declared effective on or before the
sooner of the Effective Date, or within ten (10) business days of receipt by the
Company  of a  written  or oral  communication  from  the  Commission  that  the
registration statement described in Section 11.1(iv) will not be reviewed,  (ii)
if the registration  statement  described in Sections 11.1(i) or 11.1(ii) is not
filed within 60 days after such written  request,  or is not declared  effective
within 120 days after such written request, or (iii) any registration  statement
described  in Sections  11.1(i),  11.1(ii)  or  11.1(iv)  is filed and  declared
effective but shall  thereafter  cease to be effective  (without being succeeded
immediately  by  an  additional   registration   statement  filed  and  declared
effective)  or during  which the Company  suspends  the use of the  Registration
Statement  for a period  of time  which  shall  exceed  thirty  (30) days in the
aggregate  per year or more than fifteen  (15)  consecutive  days  (defined as a
period of 365 days commencing on the date the Registration Statement is declared
effective)  (each such event  referred to in clauses (i), (ii) and (iii) of this
Section  11.4 is referred  to herein as a  "Non-Registration  Event"),  then the
Company shall  deliver to the holder of  Registrable  Securities,  as Liquidated
Damages,  an  amount  equal to two  percent  (2%) for each  thirty  days or part
thereof  of the  greater  of the (i) market  value  based on the  average of the
Closing Prices, or (ii) Purchase Price of the Shares and actually paid "Purchase
Price" (as defined in the Warrants) of the Warrant Shares,  for each thirty (30)
days or part thereof during the pendency of such Non-Registration Event, for the
Registrable Securities owned of record by such holder as of or subsequent to the
occurrence  of such  Non-Registration  Event  during  each such  thirty (30) day
period or part thereof.  The  Liquidated  Damages that accrue during the initial
thirty (30) days of a Non-Registration Event related to the Effective Date shall
be  waived,  provided  such  default  is cured  within  thirty  (30) days of the
Effective  Date.  Payments  to be made  pursuant to this  Section  11.4 shall be
payable in cash and due and payable  within ten (10) business days after the end
of each thirty (30) day period or part thereof. A registration that is filed but
withdrawn  prior to being  declared  effective  shall be deemed not to have been
filed for purposes of this Section 11.4.

            11.5  Expenses.  All  expenses  incurred by the Company in complying
with Section 11,  including,  without  limitation,  all  registration and filing
fees,  printing  expenses,  fees and  disbursements  of counsel and  independent
public  accountants  for the Company,  fees and expenses  (including  reasonable
counsel fees) incurred in connection  with  complying  with state  securities or
"blue sky" laws, fees of the National  Association of Securities Dealers,  Inc.,
transfer taxes,  fees of transfer agents and registrars,  costs of insurance and
fee of one  counsel  for all Sellers  are called  "Registration  Expenses".  All
underwriting  discounts  and  selling  commissions  applicable  to the  sale  of
Registrable  Securities,  including any fees and disbursements of any additional
counsel to the Seller, are called "Selling  Expenses".  The Company will pay all
Registration  Expenses  in  connection  with the  registration  statement  under
Section 11.  Selling  Expenses in connection  with each  registration  statement
under Section 11 shall be borne by the Sellers and may be apportioned  among the
Sellers in proportion to the number of shares sold by the Seller relative to the
number of shares  sold  under  such  registration  statement  or as all  Sellers
thereunder may agree.

            11.6 Indemnification and Contribution.

                  (a)  In  the  event  of  a  registration  of  any  Registrable
Securities  under the 1933 Act pursuant to Section 11, the Company  will, to the
extent permitted by law, indemnify and hold harmless the Seller, each officer of
the Seller,  each director of the Seller,  each  underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such Seller or
underwriter  within the meaning of the 1933 Act,  against  any  losses,  claims,
damages  or  liabilities,  joint  or  several,  to  which  the  Seller,  or such
underwriter  or  controlling  person  may become  subject  under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  registration  statement
under  which  such  Registrable  Securities  was  registered  under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements  therein not misleading
in light of the  circumstances  when made, and will subject to the provisions of
Section  11.6(c)  reimburse  the  Seller,  each such  underwriter  and each such
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action; provided,  however, that the Company shall not be liable to
the  Seller,  any  officer  of the  Seller,  any  director  of the  Seller,  any
underwriter  of such  Registrable  Securities or any other  person,  if any, who
controls such Seller or  underwriter  within the meaning of the 1933 Act, to the
extent that any such damages arise out of or are based upon an untrue  statement
or omission made in any preliminary  prospectus if (i) the Seller failed to send
or deliver a copy of the final prospectus delivered by the Company to the Seller
with or prior to the delivery of written  confirmation of the sale by the Seller
to the person asserting the claim from which such damages arise,  (ii) the final
prospectus  would  have  corrected  such  untrue  statement  or  alleged  untrue
statement or such omission or alleged omission,  or (iii) to the extent that any
such loss,  claim,  damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity  with  information   furnished  by  any  such  Seller,  or  any  such
controlling  person  in  writing  specifically  for  use  in  such  registration
statement or prospectus.


                                       14
<PAGE>

                  (b) In the event of a registration  of any of the  Registrable
Securities  under the 1933 Act pursuant to Section 11, the Seller  will,  to the
extent  permitted by law,  indemnify  and hold  harmless  the Company,  and each
person,  if any, who  controls  the Company  within the meaning of the 1933 Act,
each officer of the Company who signs the registration statement,  each director
of the Company,  each  underwriter  and each person who controls any underwriter
within the  meaning of the 1933 Act,  against  all  losses,  claims,  damages or
liabilities,  joint or several, to which the Company or such officer,  director,
underwriter  or  controlling  person  may become  subject  under the 1933 Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in the  registration  statement
under  which such  Registrable  Securities  were  registered  under the 1933 Act
pursuant to Section 11, any preliminary prospectus or final prospectus contained
therein,  or any amendment or supplement  thereof,  or arise out of or are based
upon the omission or alleged  omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse the Company and each such officer, director,  underwriter and
controlling person for any legal or other expenses  reasonably  incurred by them
in connection  with  investigating  or defending any such loss,  claim,  damage,
liability or action, provided, however, that the Seller will be liable hereunder
in any such case if and only to the extent that any such loss, claim,  damage or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement  or  omission  or  alleged  omission  made  in  reliance  upon  and in
conformity with  information  pertaining to such Seller,  as such,  furnished in
writing to the Company by such Seller  specifically for use in such registration
statement or prospectus,  and provided,  further, however, that the liability of
the Seller  hereunder  shall be limited to the gross  proceeds  received  by the
Seller  from the sale of  Registrable  Securities  covered by such  registration
statement.

                  (c) Promptly after receipt by an indemnified  party  hereunder
of notice of the commencement of any action,  such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof,  but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to such  indemnified  party other than under this Section 11.6(c) and shall only
relieve it from any liability which it may have to such indemnified  party under
this  Section  11.6(c),  except and only if and to the  extent the  indemnifying
party is prejudiced by such  omission.  In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying  party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and  undertake  the defense  thereof
with counsel  satisfactory to such indemnified party, and, after notice from the
indemnifying  party to such  indemnified  party of its election so to assume and
undertake the defense  thereof,  the  indemnifying  party shall not be liable to
such  indemnified  party  under  this  Section  11.6(c)  for any legal  expenses
subsequently  incurred by such indemnified  party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so selected,  provided,  however,  that,  if the  defendants  in any such action
include  both  the  indemnified  party  and  the  indemnifying   party  and  the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party, the indemnified  parties,  as a group, shall have the right to select one
separate  counsel and to assume such legal defenses and otherwise to participate
in the defense of such  action,  with the  reasonable  expenses and fees of such
separate  counsel  and  other  expenses  related  to  such  participation  to be
reimbursed by the indemnifying party as incurred.


                                       15
<PAGE>

                  (d) In order to provide for just and equitable contribution in
the event of joint  liability under the 1933 Act in any case in which either (i)
the  Seller,  or any  controlling  person  of the  Seller,  makes  a  claim  for
indemnification  pursuant to this Section 11.6 but it is  judicially  determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the  expiration of time to appeal or the denial of the last right of appeal)
that such  indemnification may not be enforced in such case  notwithstanding the
fact that this Section 11.6 provides for  indemnification  in such case, or (ii)
contribution  under the 1933 Act may be  required  on the part of the  Seller or
controlling  person of the Seller in circumstances for which  indemnification is
not provided  under this Section 11.6;  then, and in each such case, the Company
and the Seller will  contribute  to the  aggregate  losses,  claims,  damages or
liabilities  to which they may be subject  (after  contribution  from others) in
such  proportion  so that  the  Seller  is  responsible  only  for  the  portion
represented by the percentage  that the public  offering price of its securities
offered by the registration  statement bears to the public offering price of all
securities offered by such registration statement,  provided,  however, that, in
any such case,  (y) the Seller will not be required to contribute  any amount in
excess  of the  public  offering  price of all  such  securities  offered  by it
pursuant to such registration  statement;  and (z) no person or entity guilty of
fraudulent  misrepresentation  (within the meaning of Section  10(f) of the 1933
Act) will be  entitled  to  contribution  from any  person or entity who was not
guilty of such fraudulent misrepresentation.

            11.7 Delivery of Unlegended Shares.

                  (a) Within five (5) business  days (such fifth  business  day,
the  "Unlegended  Shares  Delivery  Date")  after the  business day on which the
Company has received  (i) a notice that  Registrable  Securities  have been sold
either  pursuant to the  Registration  Statement or Rule 144 under the 1933 Act,
(ii)  a  representation  that  the  prospectus  delivery  requirements,  or  the
requirements  of Rule 144, as  applicable,  have been  satisfied,  and (iii) the
original  share  certificates  representing  the Ordinary  Shares that have been
sold,  the  Company at its  expense,  (y) shall  deliver,  and shall cause legal
counsel  selected by the Company to deliver,  to its transfer agent (with copies
to Subscriber) an appropriate  instruction and opinion of such counsel,  for the
delivery of Ordinary Shares without any legends  including the legends set forth
in Sections 4(e) and 4(f) above,  issuable pursuant to any effective and current
registration  statement described in Section 11 of this Agreement or pursuant to
Rule 144  under  the  1933 Act (the  "Unlegended  Shares");  and (z)  cause  the
transmission of the  certificates  representing  the Unlegended  Shares together
with a legended  certificate  representing  the  balance of the unsold  Ordinary
Shares,  if any, to the  Subscriber  at the address  specified  in the notice of
sale, via express courier,  by electronic transfer or otherwise on or before the
Unlegended Shares Delivery Date.


                                       16
<PAGE>

                  (b) In lieu of delivering physical  certificates  representing
the Unlegended  Shares, if the Company's  transfer agent is participating in the
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  program,
upon request of a Subscriber,  so long as the certificates therefore do not bear
a legend and the Subscriber is not obligated to return such  certificate for the
placement of a legend  thereon,  the Company  shall cause its transfer  agent to
electronically  transmit  the  Unlegended  Shares by  crediting  the  account of
Subscriber's  prime  Broker  with  DTC  through  its  Deposit  Withdrawal  Agent
Commission system. Such delivery must be made on or before the Unlegended Shares
Delivery Date.

                  (c) The Company  understands  that a delay in the  delivery of
the Unlegended Shares pursuant to Section 11 hereof beyond the Unlegended Shares
Delivery Date could result in economic loss to a Subscriber.  As compensation to
a  Subscriber  for such loss,  the Company  agrees to pay late  payment fees (as
liquidated  damages and not as a penalty) to the Subscriber for late delivery of
Unlegended Shares in the amount of $100 per business day after the Delivery Date
for each  $10,000 of  purchase  price of the  Unlegended  Shares  subject to the
delivery  default.  If during any 360 day period,  the Company  fails to deliver
Unlegended  Shares as required by this  Section  11.7 for an aggregate of thirty
(30) days, then each Subscriber or assignee holding  Securities  subject to such
default  may, at its option,  require the Company to purchase all or any portion
of the Shares and Warrant  Shares  subject to such  default at a price per share
equal to 130% of the  Purchase  Price of such  Shares and  Warrant  Shares.  The
Company  shall pay any  payments  incurred  under this  Section  in  immediately
available funds upon demand.

                  (d) In addition to any other rights available to a Subscriber,
if the Company  fails to deliver to a Subscriber  Unlegended  Shares  within ten
(10) calendar days after the Unlegended  Shares Delivery Date and the Subscriber
purchases (in an open market transaction or otherwise) shares of Ordinary Shares
to deliver in  satisfaction  of a sale by such Subscriber of the Ordinary Shares
which the Subscriber  anticipated receiving from the Company (a "Buy-In"),  then
the Company  shall pay in cash to the  Subscriber  (in  addition to any remedies
available  to or  elected  by the  Subscriber)  the  amount  by  which  (A)  the
Subscriber's total purchase price (including brokerage commissions,  if any) for
the shares of Ordinary  Shares so purchased  exceeds (B) the aggregate  purchase
price  of the  Ordinary  Shares  delivered  to the  Company  for  reissuance  as
Unlegended  Shares,  together with interest  thereon at a rate of 15% per annum,
accruing  until such  amount and any  accrued  interest  thereon is paid in full
(which  amount shall be paid as  liquidated  damages and not as a penalty).  For
example, if a Subscriber purchases Ordinary Shares having a total purchase price
of $11,000 to cover a Buy-In  with  respect  to  $10,000  of  purchase  price of
Ordinary  Shares  delivered to the Company for reissuance as Unlegended  Shares,
the Company shall be required to pay the Subscriber $1,000,  plus interest.  The
Subscriber  shall  provide the Company  written  notice  indicating  the amounts
payable to the Subscriber in respect of the Buy-In.

            12. (a) Offering Restrictions. Except as disclosed in the Reports or
Other Written  Information  filed with the  Commission or made  available to the
Subscriber  prior to the Closing Date, or in connection  with (i) employee stock
options  or  compensation  plans,  (ii)  as  full or  partial  consideration  in
connection with any merger,  consolidation or purchase of  substantially  all of
the  securities or assets of any  corporation  or other entity,  or (iii) as may
have been  described in the Reports or Other  Written  Information  prior to the
Closing Date (collectively "Excepted Issuances"), the Company will not issue any
equity,  convertible debt or other  securities  convertible into common stock on
any terms more  favorable  to such other  investor  than any of the terms of the
Offering, until after 180 days after the registration statement to be filed with
the  Commission  pursuant  to  Section  11.1(iv)  hereof  is  actually  declared
effective by the Commission (the "Exclusion  Period")  without the prior written
consent of the Subscriber, which consent may be withheld for any reason.


                                       17
<PAGE>

                  (b) Reset  Option.  At any time  commencing on the Filing Date
until thirty (30) days after the Actual Effective Date, if the closing bid price
of the Ordinary  Shares as reported by Bloomberg L.P. for the Principal  Market,
is less than $.08 for five consecutive  trading days ("Lookback  Period"),  then
each Subscriber may exercise a reset option ("Reset  Option") in connection with
the amount of  Ordinary  Shares  held by such  Subscriber  on the date notice is
given to the  Company by such  Subscriber  ("Notice  Date") of its  election  to
exercise the Reset Option.  The Company shall issue  additional  Ordinary Shares
("Additional  Shares") to the notifying  Subscriber so that the average purchase
price  of the  Ordinary  Shares  held  on the  Notice  Date  together  with  the
Additional  Shares is equal to eighty  percent (80%) of the average  closing bid
prices of the Ordinary  Shares during the Lookback  Period.  For purposes of the
calculation described in the previous sentence,  the per share Purchase Price of
the Ordinary Shares held on a Notice Date shall be deemed to have been ten cents
($.10).  The Company must deliver the  Additional  Shares to the  Subscriber not
later than five (5)  business  days after the Notice  Date.  The  Subscriber  is
granted the  registration  rights  described in Section 11 hereof in relation to
such Additional  Shares except that the Filing Date and Effective Date vis-a-vis
such  Additional  Shares shall be,  respectively,  the  sixtieth  (60th) and one
hundred and  twentieth  (120th)  date after the Notice  Date.  The rights of the
Subscriber  set forth in this Section  12(b) are in addition to any other rights
the Subscriber has pursuant to this Agreement and any other  agreement  referred
to or entered into in connection herewith.

            13. Miscellaneous.

                  (a)  Notices.  All  notices,  demands,   requests,   consents,
approvals,  and other communications required or permitted hereunder shall be in
writing and, unless otherwise specified herein,  shall be (i) personally served,
(ii) deposited in the mail,  registered or certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other  address as such party shall have  specified
most recently by written notice. Any notice or other  communication  required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,   with  accurate  confirmation   generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received),  or the first  business day following  such delivery (if delivered
other than on a business day during normal  business  hours where such notice is
to be received) or (b) on the second  business day following the date of mailing
by express courier service,  fully prepaid,  addressed to such address,  or upon
actual receipt of such mailing,  whichever shall first occur.  The addresses for
such communications  shall be: (i) if to the Company, to: BVR Technologies Ltd.,
1 Azrieli Center, Tel Aviv, 61337 Israel, Attn: Orly Tsioni,  Adv.,  telecopier:
011-972-3-608-7713,  with a copy by telecopier only to: Bach,  Arad,  Scharf,  2
Hashalom  Road,  Tel Aviv  67892  Israel,  Attn:  Ehud Arad,  Adv.,  telecopier:
011-972-3-5625304,  and  (ii)  if  to  the  Subscribers,  to:  the  address  and
telecopier  number  indicated  on the  signature  page  hereto,  with a copy  by
telecopier only to: Grushko & Mittman,  P.C., 551 Fifth Avenue,  Suite 1601, New
York, New York 10176, telecopier number: (212) 697-3575.

                  (b) Closing. The consummation of the transactions contemplated
herein  ("Closing") shall take place at the offices of Grushko & Mittman,  P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of
all conditions to Closing set forth in this Agreement. The closing date shall be
the date that subscriber funds  representing the net amount due the Company from
the Purchase  Price of the Offering is transmitted by wire transfer or otherwise
to the Company (the  "CLOSING  DATE").  IT IS A CONDITION OF CLOSING THAT ALL OF
THE MATTERS  PRESENTED  TO THE  SHAREHOLDERS  OF THE COMPANY AS DESCRIBED IN THE
ACQUISITION PROXY BE ADOPTED BY THE COMPANY'S SHAREHOLDERS  SUBSTANTIALLY AS SET
FORTH IN THE  ACQUISITION  PROXY AND THE CLOSING UNDER THE AGREEMENT (AS DEFINED
IN THE ACQUISITION  PROXY) OCCURS ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS
DESCRIBED IN SUCH  AGREEMENT,  A COPY OF WHICH HAS BEEN DELIVERED TO SUBSCRIBERS
EXCEPT THAT THE RECIPIENTS OF THE COMPANY'S SHARES PURSUANT TO THE AGREEMENT MAY
WAIVE DELIVERY OF SUCH SHARES OR DESIGNATE ALTERNATE RECIPIENTS FOR SUCH SHARES.


                                       18
<PAGE>

                  (c)  Entire  Agreement;   Assignment.   This  Agreement,   the
Warrants,  the Escrow  Agreement  and other  documents  delivered in  connection
herewith  represent the entire agreement between the parties hereto with respect
to the subject  matter  hereof and may be amended only by a writing  executed by
the party to be affected. Neither the Company nor the Subscribers have relied on
any  representations  not  contained  or referred to in this  Agreement  and the
documents  delivered  herewith.  No right or obligation of either party shall be
assigned by that party  without  prior notice to and the written  consent of the
other party; provided,  however, that any party may assign this Agreement or any
of its rights or obligations hereunder, upon notice to the other parties, to the
assigning party's successor pursuant to a sale, merger or other consolidation of
the  Company.  In such  event,  such  assignee  shall be bound by the  terms and
conditions of this Agreement.

                  (d) Counterparts. This Agreement may be executed in any number
of  counterparts,  each of  which  when so  executed  shall be  deemed  to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                  (e) Law Governing  this  Agreement.  This  Agreement  shall be
governed by and construed in  accordance  with the laws of the State of New York
without  regard to principles of conflicts of laws. Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall be  brought  only in the state  courts of the State of New York
located in New York County or the federal  courts  located in New York County in
the State of New York. BOTH PARTIES AND THE INDIVIDUALS EXECUTING THIS AGREEMENT
AND  OTHER  AGREEMENTS  ON  BEHALF  OF  THE  COMPANY  AGREE  TO  SUBMIT  TO  THE
JURISDICTION OF SUCH COURTS AND WAIVE TRIAL BY JURY. The prevailing  party shall
be entitled to recover from the other party its reasonable  attorney's  fees and
costs.  In the event that any provision of this Agreement or any other agreement
delivered  in  connection   herewith  is  invalid  or  unenforceable  under  any
applicable  statute  or  rule  of law,  then  such  provision  shall  be  deemed
inoperative  to the extent that it may  conflict  therewith  and shall be deemed
modified to conform with such statute or rule of law. Any such  provision  which
may prove invalid or  unenforceable  under any law shall not affect the validity
or enforceability of any other provision of any agreement.

                  (f) Specific Enforcement, Consent to Jurisdiction. The Company
and Subscriber  acknowledge and agree that irreparable damage would occur in the
event  that  any of the  provisions  of this  Agreement  were not  performed  in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed that the  parties  shall be  entitled  to an  injunction  or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to enforce  specifically the terms and provisions hereof or thereof,  this being
in addition  to any other  remedy to which any of them may be entitled by law or
equity.  Subject to Section  13(e)  hereof,  each of the Company and  Subscriber
hereby waives,  and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally  subject to the  jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient  forum or that
the venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve  process in any other manner  permitted
by law.


                                       19
<PAGE>

                  (g) Independent Nature of Subscribers' Obligations and Rights.
The obligations of each Subscriber  hereunder are several and not joint with the
obligations of any other Subscriber  hereunder,  and no such Subscriber shall be
responsible  in any way for the  performance  of the  obligations  of any  other
hereunder.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A)

      Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the  undersigned  whereupon it shall become a
binding agreement between us.

                                        BVR TECHNOLOGIES LTD.
                                        A company organized under the laws of
                                        the State of Israel


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Dated: February _____, 2004

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                    <C>                  <C>
                                                                $300,000.00                                 One A Warrant
                                                                                                            One B Warrant
                                                                                                            One C Warrant for
                                                                                                            each Share purchased

----------------------------------------
(Signature)
PLATINUM PARTNERS VALUE ARBITRAGE FUND LP
Attn: Mark Nordlicht, Managing Member of the GP
152 West 57th Street
New York, New York 10019
Fax: (212) 581-0002
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       21
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B)

      Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the  undersigned  whereupon it shall become a
binding agreement between us.

                                        BVR TECHNOLOGIES LTD.
                                        A company organized under the laws of
                                        the State of Israel


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Dated: February _____, 2004

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                         <C>
                                                                $200,000.00                                 One A Warrant
                                                                                                            One B Warrant
                                                                                                            One C Warrant for
                                                                                                            each Share purchased

----------------------------------------
(Signature)
PLATINUM PARTNERS GLOBAL MARCRO FUND
Attn: Mark Nordlicht, Managing Member of the GP
152 West 57th Street
New York, New York 10019
Fax: (212) 581-0002
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       22
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C)

      Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the  undersigned  whereupon it shall become a
binding agreement between us.

                                        BVR TECHNOLOGIES LTD.
                                        A company organized under the laws of
                                        the State of Israel


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Dated: February _____, 2004

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                         <C>
                                                                $125,000.00                                 One A Warrant
                                                                                                            One B Warrant
                                                                                                            One C Warrant for
                                                                                                            each Share purchased

----------------------------------------
(Signature) COLBART BIRNET LP
1045 46th Street
Brooklyn, New York 11219
Attn: Ezra Birnbaum, General Partner
Fax: (178) 435-7164
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       23
<PAGE>

                  SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D)

      Please acknowledge your acceptance of the foregoing Subscription Agreement
by signing and returning a copy to the  undersigned  whereupon it shall become a
binding agreement between us.

                                        BVR TECHNOLOGIES LTD.
                                        A company organized under the laws of
                                        the State of Israel


                                        By:_____________________________________
                                           Name:
                                           Title:

                                        Dated: February _____, 2004

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
SUBSCRIBER                                                      PURCHASE PRICE         SHARES               WARRANTS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                             <C>                                         <C>
                                                                $125,000.00                                 One A Warrant
                                                                                                            One B Warrant
                                                                                                            One C Warrant for
                                                                                                            each Share purchased

----------------------------------------
(Signature) 196 BEACH 113 CORP.
1360 Ocean Parkway, Suite 4K
Brooklyn, New York 11230
Attn: Menachem Peretz, President
Fax: (718) 435-7164
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       24
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES

Exhibit A      Form of A Warrant

Exhibit B      Form of B Warrant

Exhibit C      Form of C Warrant

Exhibit D      Escrow Agreement

Exhibit E      Form of Legal Opinion

Schedule 5(d)  Additional Issuances

Schedule 5(s)  Capitalization

Schedule 9(e)  Use of Proceeds