BVR TECHNOLOGIES LTD.
                               Raul Wallenberg 12
                       Ramat Hayal, Tel Aviv, Israel 69719

                                                            As of March 25, 2004

Econor Investments Corporation
140 Birmensdorf Strasse
8030 Zurich, Switzerland
Attn: Mosi Kraus

                            re:    Finder's Fee Agreement

Gentlemen:

      BVR Technologies Ltd. (the "Company") and Econor  Investments  Corporation
(the  "Finder")  have  agreed  that the  Finder  should  act as a finder for the
current funding effort by the Company (collectively, the "Funding").

      The Company  anticipates that the Funding  represents a long range funding
effort  and that the Finder  would act as finder  for up to the  entire  funding
effort.

      The first  part of the  Funding  consists  of a  financing  (the  "Initial
Transaction"), consisting of the sale of Ordinary Shares ("Common Stock") of the
Company  and  one or  more  warrants  (the  "Warrants")  issued  to one or  more
investors  ("Initial  Buyers"),  currently  anticipated  to be for a minimum  of
$1,500,000 and a maximum of $2,000,000, payable in one installment. The terms of
the Initial  Transaction  are summarized in the attached Term Sheet.  The Finder
will act as the  finder for the entire  Initial  Transaction.  The amount of the
Initial  Transaction and the terms of the Initial  Transaction may be changed by
the Company, the Initial Buyers and the Finder, as the case may be.

      Subsequent parts of the Funding, which are part of such continuing funding
effort, are referred to collectively as the "Next  Transaction." It is currently
anticipated  that the Next  Transaction  may  consist of (i) one or more  bridge
financings  (each,  a "Next  Bridge  Transaction"),  consisting  of the  sale of
convertible  debentures or preferred  stock (the "Next Bridge  Securities")  and
warrants   (the  "Next   Bridge   Warrants")   issued  to  one  or  more  bridge
investors/lenders,  and/or (ii) one or more permanent  financings (each, a "Next
Permanent Transaction"),  consisting of the sale of Ordinary Shares, convertible
debentures or preferred  stock (the "Next  Permanent  Securities")  and warrants
(the   "Next   Permanent   Warrants")   issued   to   one  or   more   permanent
investors/lenders.  The amounts of each part of the Next  Transaction  are to be
determined by the Company.

      The Company and the Finder desire to set forth  certain terms  relating to
the Funding, as follows:

<PAGE>

                          Part I - Initial Transaction

      1. (i) The Initial  Transaction will be evidenced by a Securities Purchase
Agreement (the "Initial Purchase Agreement") and related documents  contemplated
by the  Initial  Purchase  Agreement  (collectively,  the  "Initial  Transaction
Documents"). Capitalized terms used below in this Part I which are not otherwise
defined  herein  have the  meanings  ascribed  to them in the  Initial  Purchase
Agreement.

      (ii) The Initial  Buyers  under any of the Initial  Transaction  Documents
will be  accredited  investors.  The  Company  will  have the right to accept or
reject the subscription of any Initial Buyer introduced by the Finder.

      2. In connection  with the  consummation of the Initial  Transaction,  the
Company shall:

      (i) pay to the Finder in cash a amount (the "Cash  Finder's Fee") equal to
thirteen  percent (13%) of the Total Purchase Price  (representing  the Purchase
Price for all Initial  Buyers),  which consists of a fee of ten percent (10%) of
the  Total  Purchase  Price and a  non-accountable  expense  allowance  of three
percent (3%) of the Total Purchase Price;

      (ii) issue to the  Finder  warrants  (the  "Finder's  Warrants"),  for the
purchase of a number of shares equal to (x) ten percent  (10%) of the  Purchased
Shares for all Initial  Buyers,  at an initial  exercise  price equal to the Per
Share Purchase Price; such Finder's Warrants shall otherwise have the same terms
(including  provisions  relating to expiration  date,  adjustments  to number of
shares and exercise price,  cashless  exercise rights and  registration  rights,
among others) as are provided in the Class B Warrants; and

      (iii) pay to the Finder in cash a fee (the "Warrant  Exercise  Fee") equal
to ten percent (10%) of the gross proceeds ("Warrant  Proceeds") received by the
Company from the exercise by any holder of any of the Warrants.

      3. The Cash  Finder's  Fee will be payable on the Closing  Date out of the
funds deposited in escrow with the Escrow Agent.  The Finder's  Warrants will be
issuable to the Finder on the Closing  Date.  The Warrant  Exercise  Fee will be
payable by the Company within five (5) business days after the Company's receipt
of the relevant Warrant Proceeds.

                           Part II - Next Transactions

      4. The following  provisions of this Part II apply to any Next Transaction
made during the period commencing on the date hereof and continuing  through the
end of the New  Transaction  Period  (as that  term is  defined  in the  Initial
Purchase Agreement; the "Right of First Refusal Period").

      5. Before offering or  consummating  any Next  Transaction  with any party
(each such party, a "New  Investor")  during the Right of First Refusal  Period,
the  Company  shall give  written  notice (a "Next  Transaction  Notice") to the
Finder summarizing all of the terms of such offer (a "Next Transaction  Offer").


                                       2
<PAGE>

The  transaction  described  in the Next  Transaction  Offer is referred to as a
"Specified  Next  Transaction."  The Finder  shall have the right (the "Right of
First  Refusal"),  exercisable  by  written  notice (a  "Right of First  Refusal
Exercise Notice") given to the Company, by fax, mail, or other delivery,  by the
close of business on the tenth  business day after the  Finder's  receipt of the
Next  Transaction  Notice (the "Right of First  Refusal  Expiration  Date"),  to
indicate to the Company that the Finder can introduce to the Company one or more
accredited  investors  (each, a "Next Buyer") who are expected to participate in
all or any part of the Specified Next  Transaction on the terms specified in the
Next  Transaction  Offer within ten (10)  business days after the Right of First
Refusal  Expiration Date (such tenth day, the "Next Closing Date"). The Finder's
delivery of a Right of First Refusal Exercise Notice  indicating its expectation
of such introduction is referred to as an "Affirmative Exercise."

      6. If the Finder makes an Affirmative Exercise,  (i) documentation for the
Specified Next  Transaction  will be prepared by counsel  selected by the Finder
and the Company  will pay the legal fees of such  counsel,  and (ii) the Company
will  consider the Next Buyers  introduced by the Finder and who are prepared to
close the  Specified  Next  Transaction  on such terms by the Next  Closing Date
before  accepting any other New Investor for the portion of the  Specified  Next
Transaction  indicated  in  such  Affirmative   Exercise.   Notwithstanding  the
foregoing,  the Company will have the right to accept or reject the subscription
of any Next Buyer introduced by the Finder.

      7. If, and only if, the Affirmative  Exercise does not refer to all of the
Next Transaction or if the Next Buyers, in the aggregate,  do not consummate all
of the Next  Transaction  by the Next Closing Date,  or if the Finder  otherwise
waives its rights under this Part II in writing,1 the Company may consummate the
remaining portion of the Specified Next Transaction with any New Investor on the
terms  specified in the Next  Transaction  Offer within  thirty (30) days of the
Right  of  First  Refusal   Expiration  Date  (such  thirtieth  day,  the  "Next
Transaction  Expiration Date"), even if the Next Transaction  Expiration Date is
after the expiration of the Right of First Refusal Period.

      8. If the terms of the Next  Transaction to be  consummated  with such New
Investor differ from the terms specified in the Next  Transaction  Offer so that
the terms are more  beneficial in any respect to the New  Investor,  the Company
shall give the Finder a Next Transaction Offer relating to the terms of the Next
Transaction,  as so changed,  and the  Finder's  Right of First  Refusal and the
preceding  terms of this  Section 8 shall  apply with  respect  to such  changed
terms.

--------
1 It is  specifically  acknowledged  by the Company  that any such waiver by the
Finder will be limited to the  specific  matters  referred to therein and to the
Specified  Next  Transaction  under  consideration;   no  such  waiver,   unless
explicitly  stated to do so, shall waive any other rights,  including any future
rights, the Finder may have to any other Initial or Next Transaction.


                                       3
<PAGE>

      8. It is  anticipated  that the fees  payable  to the  Finder for any Next
Transaction in which it introduces a Next Buyer will be consistent with the fees
payable to the Finder with respect to the Initial  Transaction,  as specified in
Section 2 above.  Such fees will payable at times similar to those  contemplated
by Section 3 above.

                               Part III - General

      This Agreement may not be amended  except by the written  agreement of the
party to be charged therewith.

      Please  evidence  your  agreement to the foregoing by signing and dating a
copy of this letter below in the appropriate space provided herein.

                                        Sincerely,
                                        BVR TECHNOLOGIES LTD.


                                        By:_____________________________________
                                           Adam Ofek
                                           Title: ________________

AGREED TO :
ECONOR INVESTMENTS

By: _______________________________
    Mosi Kraus
    Title: ________________________


                                       4