ANNEX I
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT
                                                   [PROTOTYPE FOR EACH ISSUANCE]

                                 FORM OF WARRANT

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER  EVIDENCE  ACCEPTABLE  TO THE  COMPANY  THAT SUCH
REGISTRATION IS NOT REQUIRED.

CLASS 2004-___1

                              BVR TECHNOLOGIES LTD.

                          COMMON STOCK PURCHASE WARRANT

      1. Issuance.  In  consideration  of good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  by BVR  TECHNOLOGIES
LTD., an Israeli corporation (the "Company"),  _____________________________  or
registered assigns (the "Holder") is hereby granted the right to purchase at any
time until 5:00 P.M.,  New York City time,  on the  Expiration  Date (as defined
below),  _________________  Thousand __________  (____________)2  fully paid and
nonassessable  shares of the Company's  Ordinary Shares,  nominal value NIS 0.01
each (the "Common  Stock"),  [for Class C : subject to the provisions of Section
2.4 hereof,] at an initial  exercise price per share (the  "Exercise  Price") of
US$___3  per share,  subject to further  adjustment  as set forth  herein.  This
Warrant  is  being  issued  pursuant  to the  terms of that  certain  Securities
Purchase Agreement,  dated as of April 16, 2004 (the "Agreement"),  to which the
Company  and  Holder  (or  Holder's   predecessor   in  interest)  are  parties.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.  This Warrant was  originally  issued to the Holder or
the Holder's predecessor in interest on _____________, 20044 (the "Issue Date").

----------
1 Insert appropriate Class identification: A, B or C
2 Insert,  for each Class,  number equal to 100% of the number of the  Purchased
  Shares.
3 Insert amounts, as follows:  Class A - US$0.20; Class B - US$0.35; and Class C
  - US$0.50.


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<PAGE>

      2. Exercise of Warrants.

            2.1 General.

            (a) This Warrant is  exercisable in whole or in part at any time and
from time to time commencing on the Commencement  Date (as defined below).  Such
exercise shall be  effectuated by submitting to the Company  (either by delivery
to the Company or by facsimile  transmission  as provided in Section 8 hereof) a
completed  and duly  executed  Notice  of  Exercise  (substantially  in the form
attached to this Warrant  Certificate) as provided in this  paragraph.  The date
such Notice of Exercise is faxed to the Company  shall be the  "Exercise  Date,"
provided that, if such exercise  represents the full exercise of the outstanding
balance  of the  Warrant,  the  Holder  of this  Warrant  tenders  this  Warrant
Certificate to the Company within five (5) business days thereafter.  The Notice
of Exercise  shall be executed by the Holder of this Warrant and shall  indicate
(i) the number of shares then being purchased pursuant to such exercise and (ii)
if applicable (as provided below), whether the exercise is a cashless exercise.

            (b) The  provisions of this Section  2.1(b) shall only be applicable
(i) on or after the first anniversary of the Closing Date, and (ii) if, and only
if, on such first  anniversary of the Closing Date, the  Registration  Statement
covering the Registrable Securities has not yet been declared effective.  If the
Notice of Exercise form elects a "cashless"  exercise,  the Holder shall thereby
be  entitled  to  receive a number of  shares of Common  Stock  equal to (A) the
excess of the  Current  Market  Value (as  defined  below)  over the total  cash
exercise  price of the portion of the Warrant then being  exercised,  divided by
(B) the Market Price of the Common Stock as of the trading day immediately prior
to the Exercise Date.  For the purposes of this Warrant,  the terms (x) "Current
Market Value" shall mean an amount equal to the Market Price of the Common Stock
as of the trading day immediately prior to the Exercise Date,  multiplied by the
number of shares of Common Stock  specified in such Notice of Exercise Form, and
(y) "Market  Price of the Common  Stock"  shall mean the  Closing  Price for the
relevant date.

            (c) If the Notice of Exercise  form elects a "cash"  exercise (or if
the cashless exercise referred to in the immediately  preceding paragraph (b) is
not available in  accordance  with its terms),  the Exercise  Price per share of
Common Stock for the shares then being exercised shall be payable to the Company
in cash or by certified or official bank check or by wire transfer in accordance
with instructions provided by the Company at the request of the Holder.

----------
4 Insert the Closing Date.


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<PAGE>

            (d) Upon the appropriate  payment, if any, of the Exercise Price for
the  shares of Common  Stock  purchased,  together  with the  surrender  of this
Warrant  Certificate  (if  required),  the Holder shall be entitled to receive a
certificate or certificates for the shares of Common Stock so purchased.

            (e) The  Holder  shall be  deemed  to be the  holder  of the  shares
issuable to it in  accordance  with the  provisions  of this  Section 2.1 on the
Exercise Date.

            2.2 Limitation on Exercise.  Notwithstanding  the provisions of this
Warrant,  the  Agreement  or of the other  Transaction  Agreements,  in no event
(except (i) as  specifically  provided in this  Warrant as an  exception to this
provision,  (ii) during the  forty-five  (45) day period prior to the Expiration
Date,  or (iii) while there is  outstanding a tender offer for any or all of the
shares of the  Company's  Common Stock) shall the Holder be entitled to exercise
this Warrant, or shall the Company have the obligation to issue shares upon such
exercise of all or any portion of this  Warrant to the extent  that,  after such
exercise the sum of (1) the number of shares of Common Stock  beneficially owned
by the Holder and its affiliates (other than shares of Common Stock which may be
deemed  beneficially  owned through the ownership of the unexercised  portion of
the Warrants or other rights to purchase  Common Stock or through the  ownership
of the  unconverted  portion of convertible  securities),  and (2) the number of
shares of Common Stock  issuable  upon the exercise of the Warrants with respect
to which the  determination  of this  proviso  is being  made,  would  result in
beneficial  ownership by the Holder and its affiliates of more than 4.99% of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to the Holder  upon such  exercise).  For  purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended
(the "1934 Act"),  except as otherwise  provided in clause (1) of such sentence.
The Holder, by its acceptance of this Warrant, further agrees that if the Holder
transfers  or assigns  any of the  Warrants to a party who or which would not be
considered  such an  affiliate,  such  assignment  shall be made  subject to the
transferee's or assignee's  specific  agreement to be bound by the provisions of
this Section 2.2 as if such  transferee  or assignee  were the  original  Holder
hereof.

            2.3 Commencement Date and Expiration Date.

            (a) The term  "Commencement  Date" means the earlier of (i) the date
which is sixty-five (65) days after the Issue Date, or (ii) the Effective Date.

            (b) The term "Expiration Date" means [for Class A: the date which is
eight (8) months after the  Effective  Date,  but not counting for such purposes
the days,  if any,  during which sale of  Registrable  Securities  was suspended
after  the  Effective  Date.5]  [for  Class  B ________________   and  Class  C:
___________, 200__.6] -----------


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<PAGE>

         [The following Section 2.4 is for Class C only:]

            2.4 Number of Shares. Reference is made to the Class 2004-A Warrants
originally  issued to the Holder or the Holder's  predecessor in interest on the
Issue Date (the "Class A  Warrants").  Anything in this  Warrant to the contrary
notwithstanding  the  number of  shares  which may  exercised  pursuant  to this
Warrant shall be equal to the Class C Exercisable Shares (as defined below). The
term "Class C  Exercisable  Shares"  means the number of shares equal to (x) the
number of shares  specified  in  Section 1 of this  Warrant  (as the same may be
adjusted pursuant to the term of this Warrant), multiplied by (y) a fraction, of
which (i) the numerator is the number of shares for which one or more notices of
exercise  pursuant  to the Class A Warrants  have been duly  submitted  (and the
appropriate  purchase  price paid for) as  contemplated  therein by the  initial
Holder thereof (and any direct or indirect  transferee,  assignee or designee of
such initial  Holder),  and (ii) the  denominator  is the number of shares which
could purchased  pursuant to the terms of the Class A Warrants on the Issue Date
(as such  numerator  and  denominator  may be adjusted to reflect  stock splits,
reverse  stock  splits and  similar  changes  in the  capital  structure  of the
Company).

----------
5 By way of  illustration:  If the Effective  Date is June 30, 2004, the initial
Class A  Expiration  Date  would be  February  28,  2005.  If,  however,  the of
Registrable  Securities was suspended in for ten (10) days, the applicable Class
A  Expiration  Date will be March 10,  2005.  If on March 5,  2005,  the sale of
Registrable  Securities  was  suspended  again  for five (5)  days,  the Class A
Expiration Date will be March 15, 2005.

6 For Class B and Class C,  insert  date which is the last  calendar  day of the
month in which the third anniversary of the Closing Date occurs.


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<PAGE>

      [End of Section 2.4 for Class C only.]

      3.  Reservation  of Shares.  The Company  hereby  agrees that at all times
during the term of this  Warrant  there  shall be  reserved  for  issuance  upon
exercise of this Warrant one hundred ten percent (110%) of the Warrant Shares.

      4. Mutilation or Loss of Warrant.  Upon receipt by the Company of evidence
satisfactory  to it of the  loss,  theft,  destruction  or  mutilation  of  this
Warrant,  and (in the case of loss, theft or destruction)  receipt of reasonably
satisfactory indemnification, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.

      5.  Rights of the  Holder.  The Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

      6. Protection Against Dilution and Other Adjustments.

            6.1 Adjustment Mechanism.  If an adjustment of the Exercise Price is
required  pursuant to this  Section 6, the Holder  shall be entitled to purchase
such number of shares of Common  Stock as will cause (i) (x) the total number of
shares of Common Stock  Holder is entitled to purchase  pursuant to this Warrant
following  such  adjustment,  multiplied by (y) the adjusted  Exercise Price per
share,  to equal the result of (ii) (x) the dollar amount of the total number of
shares of Common  Stock  Holder  is  entitled  to  purchase  before  adjustment,
multiplied by (y) the total Exercise Price before adjustment.7

            6.2 Capital Adjustments. In case of any stock split or reverse stock
split, stock dividend,  reclassification of the Common Stock,  recapitalization,
merger or  consolidation  (where the Company is not the surviving  entity),  the
provisions  of this  Section 6 shall be  applied as if such  capital  adjustment
event  had  occurred  immediately  prior  to the  date of this  Warrant  and the
original  Exercise Price had been fairly  allocated to the stock  resulting from
such capital  adjustment;  and in other  respects the provisions of this Section
shall be  applied  in a fair,  equitable  and  reasonable  manner  so as to give
effect,  as nearly as may be,  to the  purposes  hereof.  A rights  offering  to
stockholders  shall be deemed a stock  dividend  to the  extent  of the  bargain
purchase element of the rights.

----------
7 Example: Assume 10,000 shares remain under Warrant at original stated Exercise
Price of US$[Class A - 0.20;  Class B - 0.35;  Class C - 0.50].  Total  exercise
price  (clause (y) in text) is (i) 10,000 x (ii)  US$[Class A - 0.20;  Class B -
0.35; Class C - 0.50], or US [Class A - 2,000; Class B - 3,500; Class C -5,000].
Company  effects 2:1 stock  split.  Exercise  Price is adjusted to US [Class A -
0.10; Class B - 0.175;  Class C - 0.25].  Number of shares covered by Warrant is
adjusted  to  20,000,  because  (applying  clause (x) in text) (i) 20,000 x (ii)
US$[Class  A - 0.10;  Class B - 0.175;  Class C - 0.25] =  US$[Class  A - 2,000;
Class B - 3,500; Class C -5,000].


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<PAGE>

      t 18 0 6.3  Adjustment  for Spin Off.  If,  for any  reason,  prior to the
exercise of this Warrant in full,  the Company  spins off or  otherwise  divests
itself of a material  part of its business or operations or disposes all or of a
part of its assets in a  transaction  (the "Spin Off") in which the Company does
not receive  compensation  for such business,  operations or assets,  but causes
securities  of  another  entity  (the  "Spin  Off  Securities")  to be issued to
security holders of the Company, then the Company shall cause (i) to be reserved
Spin Off Securities  equal to the number thereof which would have been issued to
the Holder  had all of the  Holder's  unexercised  Warrants  outstanding  on the
record date (the "Record  Date") for  determining  the amount and number of Spin
Off Securities to be issued to security holders of the Company (the "Outstanding
Warrants")  been  exercised  as of the  close of  business  on the  trading  day
immediately before the Record Date (the "Reserved Spin Off Shares"), and (ii) to
be  issued  to the  Holder  on  the  exercise  of all or any of the  Outstanding
Warrants,  such amount of the Reserved Spin Off Shares equal to (x) the Reserved
Spin Off Shares, multiplied by (y) a fraction, of which (I) the numerator is the
amount  of  the  Outstanding  Warrants  then  being  exercised,   and  (II)  the
denominator is the amount of the Outstanding Warrants.

                  6.4 Adjustment for Certain Transactions.  Reference is made to
the  provisions  of  Section  4(g) of the  Agreement,  the  terms of  which  are
incorporated  herein by reference.  The number of shares covered by this Warrant
and  the  Exercise  Price  shall  be  adjusted  as  provided  in the  applicable
provisions of said Section 4(g) of the Agreement.

      7. Transfer to Comply with the Securities Act; Registration Rights.

            7.1  Transfer.  This  Warrant  has not  been  registered  under  the
Securities  Act of 1933,  as  amended,  (the  "Act") and has been  issued to the
Holder  for  investment  and not with a view to the  distribution  of either the
Warrant or the  Warrant  Shares.  Neither  this  Warrant  nor any of the Warrant
Shares or any other  security  issued or issuable  upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration  statement under the Act relating to such security or an opinion of
counsel  satisfactory to the Company that registration is not required under the
Act. Each certificate for the Warrant, the Warrant Shares and any other security
issued or issuable  upon  exercise of this Warrant shall contain a legend on the
face  thereof,  in form and substance  satisfactory  to counsel for the Company,
setting forth the restrictions on transfer contained in this Section.


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<PAGE>

            7.2 Registration  Rights.  (a) Reference is made to the Registration
Rights  Agreement.  The  Company's  obligations  under the  Registration  Rights
Agreement and the other terms and conditions thereof with respect to the Warrant
Shares,  including,  but not necessarily limited to, the Company's commitment to
file a  registration  statement  including  the  Warrant  Shares,  to  have  the
registration of the Warrant Shares completed and effective, and to maintain such
registration, are incorporated herein by reference.

            (b)  In  addition  to the  registration  rights  referred  to in the
preceding  provisions of Section  7.2(a),  effective after the expiration of the
effectiveness of the Registration  Statement as contemplated by the Registration
Rights  Agreement,  the Holder shall have  piggy-back  registration  rights with
respect  to the  Warrant  Shares  then  held by the  Holder or then  subject  to
issuance upon exercise of this Warrant  (collectively,  the  "Remaining  Warrant
Shares"),  subject to the conditions set forth below.  If, at any time after the
Registration  Statement  has ceased to be  effective,  the Company  participates
(whether  voluntarily  or by reason of an  obligation  to a third  party) in the
registration  of any shares of the Company's stock (other than a registration on
Form S-8 or on Form S-4),  the Company shall give written  notice thereof to the
Holder and the Holder shall have the right, exercisable within ten (10) business
days after  receipt of such notice,  to demand  inclusion of all or a portion of
the Holder's  Remaining  Warrant Shares in such registration  statement.  If the
Holder exercises such election, the Remaining Warrant Shares so designated shall
be included in the  registration  statement  at no cost or expense to the Holder
(other than any costs or  commissions  which would be borne by the Holder  under
the terms of the Registration Rights Agreement).  The Holder's rights under this
Section 7 shall expire at such time as the Holder can sell all of the  Remaining
Warrant Shares under Rule 144 without volume or other restrictions or limit.

            8.  Notices.  Any notice  required or permitted  hereunder  shall be
given in manner provided in the Section headed  "NOTICES" in the Agreement,  the
terms of which are incorporated herein by reference.

            9. Supplements and Amendments;  Whole Agreement. This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto.  This Warrant contains the full understanding of the parties hereto with
respect  to  the   subject   matter   hereof  and   thereof  and  there  are  no
representations,  warranties,  agreements or understandings other than expressly
contained herein and therein.

            10.  Governing  Law.  This Warrant  shall be deemed to be a contract
made  under  the  laws of the  State  of New York  for  contracts  to be  wholly
performed  in such state and without  giving  effect to the  principles  thereof
regarding the conflict of laws. Each of the parties consents to the jurisdiction
of the federal  courts whose  districts  encompass any part of the County of New
York or the state  courts of the State of New York  sitting in the County of New
York in  connection  with any  dispute  arising  under this  Warrant  and hereby
waives,  to the maximum extent  permitted by law, any  objection,  including any
objection based on forum non conveniens,  to the bringing of any such proceeding
in such jurisdictions. To the extent determined by such court, the Company shall
reimburse the Holder for any reasonable legal fees and disbursements incurred by
the Buyer in  enforcement of or protection of any of its rights under any of the
Transaction Agreements.


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<PAGE>

            11. JURY TRIAL  WAIVER.  The Company and the Holder  hereby  waive a
trial by jury in any action, proceeding or counterclaim brought by either of the
Parties  hereto  against  the other in respect of any matter  arising  out or in
connection with this Warrant.

            12.  Counterparts.  This  Warrant  may be  executed in any number of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                   [Balance of page intentionally left blank]


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<PAGE>

      13. Descriptive Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
the th day of _____________________________, 200__.


                                        BVR TECHNOLOGIES LTD.


                                        By: ____________________________________


                                        ________________________________________
                                        (Print Name)


                                        ________________________________________
                                        (Title)


                                       9
<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

TO:      BVR TECHNOLOGIES LTD.      VIA FAX:(011 972 3) 699-6262
         Raoul Wallenberg 12
         Ramat Hachayal
         Tel Aviv, Israel 69719
         Attn: President

      The  undersigned   hereby   irrevocably  elects  to  exercise  the  right,
represented by the Warrant Certificate dated as of ________________,  20___ , to
purchase ___________ shares of the Ordinary Shares,  nominal value NIS 0.01 each
("Common  Stock"),  of BVR  TECHNOLOGIES  LTD. and tenders  herewith  payment in
accordance with Section 1 of said Common Stock Purchase Warrant.

|_|    CASH: US$_________________________ = (Exercise Price x Exercise Shares)

                  Payment is being made by:
                           |_|      enclosed check
                           |_|      wire transfer
                           |_|      other

|_|      CASHLESS EXERCISE [if available pursuant to Section 2.1(b)]

           Net number of Warrant Shares to be issued to Holder : _________*

           * based on: Current Market Value - (Exercise Price x Exercise Shares)
                       ---------------------------------------------------------
                                      Market Price of Common Stock
           where:
           Market Price of Common Stock ["MP"]         =        US$_____________
           Current Market Value [MP x Exercise Shares] =        US$_____________

      It is the intention of the Holder to comply with the provisions of Section
2.2 of the Warrant  regarding  certain  limits on the Holder's right to exercise
thereunder. Based on the analysis on the attached Worksheet Schedule, the Holder
believe  this  exercise  complies  with  the  provisions  of said  Section  2.2.
Nonetheless,  to the extent that,  pursuant to the exercise effected hereby, the
Holder would have more shares than  permitted  under said  Section,  this notice
should be amended and revised,  ab initio,  to refer to the exercise which would
result in the issuance of shares  consistent with such  provision.  Any exercise
above such amount is hereby deemed void and revoked.


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<PAGE>

      As contemplated by the Warrant, this Notice of Conversion is being sent by
facsimile to the telecopier number and officer indicated above.

      If this Notice of Exercise represents the full exercise of the outstanding
balance of the Warrant,  the Holder either (1) has  previously  surrendered  the
Warrant to the Company or (2) will  surrender (or cause to be  surrendered)  the
Warrant to the Company at the address  indicated above by express courier within
five (5) business days after delivery or facsimile  transmission  of this Notice
of Exercise.

      The certificates  representing the Warrant Shares should be transmitted by
the Company to the Holder

      |_|   via express courier, or

      |_|   by electronic transfer

after  receipt  of  this  Notice  of  Exercise  (by  facsimile  transmission  or
otherwise) to:

        _______________________________________

        _______________________________________

        _______________________________________


Dated: ______________________


_____________________________
[Name of Holder]

By: _________________________


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<PAGE>

                          NOTICE OF EXERCISE OF WARRANT
                               WORKSHEET SCHEDULE

1. Current Common Stock holdings of Holder and Affiliates          _____________

2. Shares to be issued on current exercise                         _____________

3. Other shares to be issued on other current exercise(s) and
         other current conversion(s)1                              _____________

4. Other shares eligible to be acquired within next 60 days
         without restriction                                       _____________

5. Total [sum of Lines 1 through 4]                                _____________

6. Outstanding shares of Common Stock2                             _____________

7. Adjustments to Outstanding

         a. Shares known to Holder as previously issued
             to Holder or others but not included in Line 6        _____________

         b. Shares to be issued per Line(s) 2 and 3                _____________

         c. Total Adjustments [Lines 7a and 7b]                    _____________

8. Total Adjusted Outstanding [Lines 6 plus 7c]                    _____________

9. Holder's Percentage [Line 5 divided by Line 8]
                                                                   ____________%
[Note: Line 9 not to be above 4.99%]

--------

1 Includes  shares issuable on conversion of convertible  securities  (including
assumed payment of interest or dividends) or exercise of other rights, including
other warrants or options

2 Based on latest SEC filing by Company or  information  provided  by  executive
officer of Company, counsel to Company or transfer agent


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