B"HA A BYAR

                                   TERM SHEET

                 FOR PROPOSED ACQUISITION OF ARANEO LTD. SHARES

The Company                   Araneo Ltd., a company  registered  under the laws
                              of Israel (Reg. No. 512774332) (the "COMPANY").

The Sellers                   The  existing  shareholders  of  the  Company,  as
                              listed in Annex A (the "EXISTING SHAREHOLDERS").

Purchaser                     BVR  Technologies  Ltd.  (having  its  name in the
                              process of change to "Technoprises Ltd.") ("BVR"),
                              through  its  wholly  owned   subsidiary  -  E.V.R
                              Entertainment Applications of Virtual Reality (94)
                              Ltd. ("EVR").

The Shares Acquired           At  the  Closing,   EVR  will  purchase  from  the
                              Existing   Shareholders  an  aggregate  of  [____]
                              Ordinary  Shares,  0.01 NIS par value  each  which
                              shall be all the issued and outstanding  shares of
                              the Company (collectively the "PURCHASED SHARES").
                              The  Purchased  Shares  will  represent  100% (one
                              hundred  percent)  of  the  Company's  issued  and
                              outstanding share capital,  all on a fully-diluted
                              basis  (the  "SHARE  CAPITAL")  as of the  Closing
                              Date.   At  the  Closing   each  of  the  Existing
                              Shareholders  will  transfer to EVR such number of
                              Purchased  Shares  as listed  besides  its name in
                              Annex B hereto. Prior to and as a condition to the
                              Closing:  (i) all of the Preferred A Shares of the
                              Company,  0.01 NIS par value each, (whether issued
                              or  outstanding)  shall be converted into Ordinary
                              shares,  0.01  par  value  each;  (ii)  all of the
                              existing  options,  warrants  or  other  forms  of
                              securities  convertible into shares of the Company
                              shall have been exercised or terminated1.

Consideration                 In  consideration  for the  Purchased  Shares  the
                              Existing  Shareholders  of  the  Company  will  be
                              issued with an aggregate  number of BVRT  Ordinary
                              Shares   valued  at  $2.0M   (the   "CONSIDERATION
                              SHARES"),  determined based on the Average PPS (as
                              defined below).  The Consideration  Shares will be
                              allocated to the Existing  Shareholders,  pro rata
                              to the number of Purchased  Shares  transferred to
                              EVR  at  the  Closing  by  each  of  the  Existing
                              Shareholders.  "AVERAGE  PPS" - means the  average
                              market  price  per share of an  Ordinary  Share of
                              BVRT  during  the  30day  period   commencing   on
                              [---------].

----------
1 TBD -  if there are employee options.

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                              The  Consideration  Shares shall be registered for
                              trade no later than 60 days from the Closing  (the
                              "REGISTRATION  DATE").  Such registration shall be
                              performed by BVR and at its expense. Consideration
                              Shares  representing $1.25M will be free for trade
                              without  any  lock-up  or  restrictions  upon  the
                              registration  of the  Consideration  Shares at the
                              Registration   Date.  The   Consideration   Shares
                              representing  $750K  shall be  subject  to lock-up
                              period  restriction  for a period  which shall not
                              exceed 6 months from the Registration Date.

Commission                    At the  Closing  The  parties  will pay  Mordechai
                              Yaakov  and  Yossef  Tadmor   (collectively:   the
                              "FINDERS") finders commission,  as follows: (i) 3%
                              of the Consideration  Shares will be issued to the
                              Finders on account of the Consideration Shares due
                              to  the  Existing   Shareholders  (on  a  pro-rata
                              basis);  (ii) BVR will issue to the  Finders  such
                              number of BVR  Ordinary  Shares equal to 3% of the
                              Consideration  Shares,  which  shall not,  for the
                              removal of doubt, on account of the  Consideration
                              Shares.

Closing                       The Closing will take place as soon as practicable
                              following signature of Definitive  Agreements,  as
                              defined below,  or a delayed date mutually  agreed
                              upon in writing by the  Parties and not later than
                              90 days from the execution of this Term Sheet (the
                              "CLOSING DATE").

Liabilities At Closing        It is  hereby  agreed  that  at the  closing,  the
                              liabilities  of the Company shall include  ongoing
                              liabilities  of  the  Company  up to an  aggregate
                              amount of $25K.

Parties to the Definitive
Agreements                    The Company,  the Existing  Shareholders,  BVR and
                              EVR.

Closing Conditions            Closing is subject  to  satisfaction  of BVR's due
                              diligence   requirements,    including   business,
                              technological,  financial and legal diligence, and
                              the   completion   and   execution   of   mutually
                              acceptable  definitive   agreements   ("DEFINITIVE
                              AGREEMENTS"),   that   will   contain   additional
                              provisions customary in transactions of this type,
                              including various  representations  and warranties
                              (by the Company ),  provisions that may arise as a
                              result of  continuing  due diligence  etc.  [Other
                              than  as  set  forth  in  the  sections   entitled
                              "No-Shop" and  "Confidentiality",  which  sections
                              constitute binding obligations of the parties, the
                              terms contained in this Term Sheet arealso binding
                              obligations  on the part of the parties beside the
                              30 days of Due diligence

Confidentiality               The terms and  conditions  described  in this Term
                              Sheet,  including  its existence and including the
                              fact that the parties are conducting negotiations,
                              shall be confidential information and shall not be
                              disclosed to any third party.

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No Shop                       As soon as possible following  signature hereunder
                              the  parties  shall  negotiate  in good  faith the
                              terms and conditions of the Definitive Agreements,
                              based on the  principles  and provisions set forth
                              in this Term Sheet.  The Company and the  Existing
                              Shareholders  represent and warrant  that,  except
                              for the options to purchase  shares of the Company
                              as detailed in exhibit ________ and except for the
                              rights  set  forth in the  Company's  articles  of
                              association, no other person has any option, right
                              of  first  offer  or  negotiation,  right of first
                              refusal  or  other   right,   whether   vested  or
                              contingent,  to acquire  any portion of the shares
                              or assets of the  Company  and/or of the  Existing
                              Shareholders.  For a period  of  ninety  (90) days
                              after  the  date  of this  Term  Sheet,  with  the
                              exception  of the  transactions  described by this
                              Term  Sheet,   the   Company   and  the   Existing
                              Shareholders will not, directly or indirectly: (a)
                              issue  any new  shares  of the  Company,  cause or
                              permit   any   sale,   assignment,   transfer   or
                              conveyance of any of the outstanding shares of the
                              Company,  or sell, assign,  transfer or convey any
                              of the assets of the Company  (other than sales of
                              the Company's  products in the ordinary  course of
                              business);  (b) solicit any offers for, respond to
                              any  unsolicited  offers  for,  or  enter  into or
                              conduct any  negotiations in respect of any of the
                              foregoing;  or (c) in any way assist or  encourage
                              any  person  in   connection   with  any  proposed
                              acquisition  of any of the shares or assets of the

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                              Company. Except as required  under any  applicable
                              law, and except as required for the performance of
                              this Term Sheet,  neither party shall  disclose or
                              reveal  to  any  other   person  any   information
                              relating to the Company's  assets or  liabilities,
                              the Investors' proposed investment in the Company,
                              or the negotiations between the parties..

IN WITNESS WHEREOF, the undersigned have hereunto set their hands this __ day of
_____ 2004.


___________________________________     ________________________________________
BVR Technologies Ltd.                   E.V.R  Entertainment Applications of
                                        Virtual Reality (94) Ltd.

___________________________________
Arenao Ltd.

Arenao Existing Shareholders [see signature page attached]