ANNEX IV
                                                                              TO
                                                   SECURITIES PURCHASE AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

      THIS  REGISTRATION  RIGHTS  AGREEMENT,  dated as of April 16,  2004  (this
"Agreement"),  is  made  by  and  between  BVR  TECHNOLOGIES  LTD.,  an  Israeli
corporation  with  headquarters  located at Raoul Wallenberg 12, Ramat Hachayal,
Tel Aviv,  Israel  69719 (the  "Company"),  and each entity named on a signature
page  hereto  (each,  an "Initial  Investor")  (each  agreement  with an Initial
Investor being deemed a separate and independent  agreement  between the Company
and such Initial  Investor,  except that each Initial Investor  acknowledges and
consents  to the  rights  granted  to each  other  Initial  Investor  under such
agreement).

                              W I T N E S S E T H:

      WHEREAS,  upon the terms and subject to the  conditions of the  Securities
Purchase Agreement, dated as of April 16, 2004, between the Initial Investor and
the  Company  (the  "Securities  Purchase  Agreement";   capitalized  terms  not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Securities Purchase Agreement),  the Company has agreed to issue and sell to the
Initial Investors the Purchased Shares and the Warrants; and

      WHEREAS,  the  Warrant  Shares  may be  issued  upon the  exercise  of the
Warrants; and

      WHEREAS,  to induce the  Initial  Investor  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed to  provide  certain
registration rights under the Securities Act of 1933, as amended,  and the rules
and regulations thereunder, or any similar successor statute (collectively,  the
"Securities  Act"),  with  respect to the  Registrable  Securities  (as  defined
below);

      NOW, THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Company  and the  Initial
Investor hereby agree as follows:

      1. DEFINITIONS.  As used in this Agreement, the following terms shall have
the following meanings:

      "Company  Counsel" means Bach,  Arad,  Scharf & Co. and/or  Phillips Nizer
LLP.

      "Effective Date" means the date the SEC declares a Registration  Statement
covering   Registrable   Securities   and  otherwise   meeting  the   conditions
contemplated hereby to be effective.


                                       1
<PAGE>

      "Held Shares  Value"  means,  the amount equal to (i) the number shares of
Purchased  Shares  still held by the  Holder,  multiplied  by (ii) the Per Share
Purchase Price.

      "Investor"  means the Initial  Investor and any  permitted  transferee  or
assignee  who agrees to become  bound by the  provisions  of this  Agreement  in
accordance  with Section 9 hereof and who holds  Purchased  Shares,  Warrants or
Warrant Shares.

      "Payment  Shares"  means  shares of Common  Stock issued by the Company as
provided in Section 2(b) below.

      "Permitted   Suspension  Period"  means  up  to  two  periods  during  any
consecutive  12-month period during which the Holder's right to sell Registrable
Securities  under  the  Registration  Statement  is  suspended,  each  of  which
suspension  period  shall  neither  (i) be for more  than ten (10) days nor (ii)
begin  less than ten (10)  business  days  after  the last day of the  preceding
suspension  (whether  or not such  last  day was  during  or  after a  Permitted
Suspension Period).

      "Potential Material Event" means any of the following:  (i) the possession
by the Company of material information not ripe for disclosure in a registration
statement, which shall be evidenced by determinations in good faith by the Board
of  Directors  of  the  Company  that  disclosure  of  such  information  in the
registration  statement  would be detrimental to the business and affairs of the
Company; or (ii) any material engagement or activity by the Company which would,
in the good faith  determination  of the Board of Directors  of the Company,  be
adversely affected by disclosure in a registration statement at such time, which
determination shall be accompanied by a good faith determination by the Board of
Directors of the Company that the  registration  statement  would be  materially
misleading absent the inclusion of such information.

      "Register,"  "Registered,"  and  "Registration"  refer  to a  registration
effected by  preparing  and filing a  Registration  Statement or  Statements  in
compliance with the Securities Act and pursuant to Rule 415 under the Securities
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration Statement by the SEC.

      "Registrable  Securities" means,  collectively,  the Purchased Shares, the
Warrant Shares, the Additional Shares and the Payment Shares.

      "Registration  Statement"  means a  registration  statement of the Company
under the  Securities Act covering  Registrable  Securities on Form SB-2, if the
Company is then eligible to file using such form,  and if not eligible,  on Form
S-1 or other appropriate form.

      "Required Effective Date" means, initially, the Initial Required Effective
Date or the  Increased  Required  Effective  Date (as those  terms  are  defined
below), as the case may be.


                                       2
<PAGE>

      "Restricted  Sale Date" means the first  date,  other than a date during a
Permitted  Suspension  Period  (as  defined  below),  on which the  Investor  is
restricted from making sales of Registrable Securities covered by any previously
effective Registration Statement.

      2. REGISTRATION.

      (A) MANDATORY REGISTRATION.

      (i)  The  Company  shall  prepare  and  file  with  the  SEC,  as  soon as
practicable  after the Closing Date but no later than thirty (30) days after the
Closing Date (the "Required Filing Date"), a Registration  Statement registering
for resale by the Investor a sufficient number of shares of Common Stock for the
Initial  Investors  to sell  the  Registrable  Securities.  Notwithstanding  the
requirement to register all Registrable Securities,  the Company's obligation to
register  the  Registrable  Securities  shall  initially  be  satisfied  by  the
registration  of the  Initial  Number  of Shares to Be  Registered  (as  defined
below). The "Initial Number of Shares to Be Registered" is a number of shares of
Common Stock which is at least equal to one hundred fifty percent  (150%) of the
sum of (x) the number of Purchased  Shares and (y) the number of Warrant  Shares
covered by the Warrants  (assuming  for such  purposes that all the Warrants had
been issued,  had been eligible to be exercised  and had been  exercised for the
issuance of Warrant Shares in accordance  with their terms,  whether or not such
issuance,  eligibility or exercise had in fact occurred as of such date). Unless
otherwise  specifically  agreed to in writing in advance by the Initial Investor
(including as provided in this Agreement),  the Registration Statement (W) shall
include  only (1) the  Registrable  Securities,  and (2) the shares  issuable on
exercise of warrants  issued to the Finder in connection  with the  transactions
contemplated  by the Transaction  Agreements,  and (X) shall also state that, in
accordance  with Rule 416 and 457 under the Securities  Act, it also covers such
indeterminate number of additional shares of Common Stock as may become issuable
to prevent dilution resulting from stock splits, or stock dividends.

      (ii) The  Company  will use its  reasonable  best  efforts  to cause  such
Registration Statement to be declared effective on a date (the "Initial Required
Effective  Date")  which is no later than the earlier of (Y) five (5) days after
oral or  written  notice  by the SEC that it may be  declared  effective  or (Z)
ninety (90) days after the Closing Date.

      (iii) If at any time (an "Increased  Registered Shares Date"),  the number
of shares of Common Stock represented by the Registrable Securities issued or to
be issued as  contemplated by the Transaction  Agreements,  exceeds  eighty-five
percent (85%) of the aggregate  number of shares of Common Stock then registered
or sought to be registered in a  Registration  Statement  which has not yet been
declared effective, the Company shall either


                                       3
<PAGE>

      (X)  amend  the  relevant  Registration  Statement  filed  by the  Company
      pursuant  to  the  preceding   provisions  of  this  Section  2,  if  such
      Registration  Statement has not been declared effective by the SEC at that
      time,  to register the  Increased  Number of Shares to Be  Registered  (as
      defined  below).  The  "Increased  Number of Shares to Be Registered" is a
      number of shares of Common Stock which is at least equal to the sum of (I)
      one  hundred  fifty  percent  (150%)  of the (A) the sum of the  Purchased
      Shares and  Additional  Shares,  if any,  previously  issued or  currently
      issuable,  plus (B) the adjusted number of shares issued or still issuable
      the adjusted  number of shares  issued or still  issuable upon exercise of
      the Warrants  (assuming  for such  purposes that all the Warrants had been
      issued,  had been eligible to be exercised and had been  exercised for the
      issuance of Warrant Shares in accordance with their terms,  whether or not
      such  issuance,  eligibility  or exercise had in fact  occurred as of such
      date), plus (B) the number of Payment Shares, if any, previously issued or
      currently issuable, or

      (Y) if such Registration  Statement has been declared effective by the SEC
      at that time, file with the SEC an additional  Registration  Statement (an
      "Additional  Registration  Statement")  to  register  the number of shares
      equal to the  excess of the  Increased  Number of Shares to Be  Registered
      over the aggregate number of shares of Common Stock already registered.

The Company  will use its  reasonable  best  efforts to cause such  Registration
Statement  to be declared  effective  on a date (each,  an  "Increased  Required
Effective  Date")  which is no later  than (q) with  respect  to a  Registration
Statement  under  clause (X) of this  subparagraph  (ii),  the Initial  Required
Effective Date and (r) with respect to an Additional Registration Statement, the
earlier  of (I) five (5) days  after  notice by the SEC that it may be  declared
effective or (II) thirty (30) days after the Increased Registered Shares Date.

      (B) PAYMENTS BY THE COMPANY.

      (i) If the Registration  Statement covering the Registrable  Securities is
not filed as  contemplated by this Agreement with the SEC by the Required Filing
Date, the Company will make payment to the Initial  Investor in such amounts and
at such times as shall be determined pursuant to this Section 2(b).

      (ii) If the Registration  Statement covering the Registrable Securities is
not  effective  by  the  relevant  Required  Effective  Date  or if  there  is a
Restricted  Sale  Date,  then the  Company  will make  payments  to the  Initial
Investor in such  amounts and at such times as shall be  determined  pursuant to
this Section 2(b).


                                       4
<PAGE>

      (iii) The amount (the "Periodic  Amount") to be paid by the Company to the
Initial  Investor  shall be determined as of each  Computation  Date (as defined
below) and such amount  shall be equal to the  Periodic  Amount  Percentage  (as
defined  below) of the Purchase  Price for all  Purchased  Shares for the period
from the date  following  the  relevant  Required  Filing  Date or the  Required
Effective  Date or a  Restricted  Sale  Date,  as the case may be,  to the first
relevant  Computation  Date (each,  a "First  Period"),  and  thereafter to each
subsequent  Computation Date (each, a "Subsequent Period"). The "Periodic Amount
Percentage"  means two percent (2%) of the Purchase  Price for each such period.
Anything in the  preceding  provisions of this  paragraph  (iii) to the contrary
notwithstanding,  after the relevant  Effective Date the Purchase Price shall be
deemed to refer to the Held  Shares  Value.  By way of  illustration  and not in
limitation of the foregoing, if the Registration Statement is filed on or before
the Required Filing Date, but is not declared  effective until seventy-five (75)
days after the  Initial  Required  Effective  Date,  the  Periodic  Amount  will
aggregate six percent (6%) of the Purchase Price (2% for days 1-30,  plus 2% for
days 31-60, plus 2% for days 61-75).

      (iv) Each Periodic Amount, if any, will be payable by the Company,  except
as provided in the other provisions of the immediately  succeeding  subparagraph
(v), in cash or other immediately available funds to the Investor (1) on the day
after the Required Filing Date, the Required Effective Date or a Restricted Sale
Date,  as the case may be,  and (2) on the  earlier  of (A) each  thirtieth  day
thereafter, (B) the third business day after the date the Registration Statement
is filed or is  declared  effective,  or (C) the  third  business  day after the
Registration Statement has its restrictions removed after the relevant Effective
Date, in each case without requiring demand therefor by the Investor.

      (v)   Notwithstanding   the  provisions  of  the   immediately   preceding
subparagraph  (iv), at the option of the Investor,  exercisable  in its sole and
absolute  discretion  by written  notice to the  Company at any time  before the
Periodic  Amount is paid, all or a portion of the Periodic  Amount shall be paid
by the issuance of additional  shares of Common Stock to the Investor  ("Payment
Shares") in an amount equal to the Periodic Amount being paid thereby divided by
the then  Applicable  Per Share  Purchase  Price Per Share (as  defined  below);
provided,  further that the delivery date for the Payment  Shares shall be three
(3) business days after the date the Investor gives the notice  contemplated  by
this  subparagraph.  The term  "Applicable  Per Share Purchase  Price" means the
lower of the Per Share Purchase Price or the Adjusted Per Share Purchase  Price,
if any (in each case  subject to  adjustment  in the same manner as the Exercise
Price of the Warrant is adjusted).

      (vi) The parties acknowledge that the damages which may be incurred by the
Investor if the Registration  Statement is not filed by the Required Filing Date
or the  Registration  Statement  has not been  declared  effective by a Required
Effective Date,  including if the right to sell  Registrable  Securities under a
previously  effective  Registration  Statement is suspended or the shares of the
Company's stock are not listed on the Principal Trading Market, may be difficult
to  ascertain.  The  parties  agree that the  amounts  payable  pursuant  to the
foregoing provisions of this Section 2(b) represent a reasonable estimate on the
part of the  parties,  as of the date of this  Agreement,  of the amount of such
damages.

      (vii)  Notwithstanding  the foregoing,  the amounts payable by the Company
pursuant to this  provision  shall not be payable to the extent any delay in the
filing or effectiveness  of the Registration  Statement occurs because of an act
of, or a failure to act or to act timely by the Initial Investor or its counsel.


                                       5
<PAGE>

      (viii)  "Computation  Date" means (A) the date which is the earlier of (1)
thirty (30) days after the Required Filing Date, the Required  Effective Date or
a Restricted  Sale Date,  as the case may be, or (2) the date after the Required
Filing Date, the Required  Effective  Date or Restricted  Sale Date on which the
Registration Statement is filed (with respect to payments due as contemplated by
Section 2(b)(i) hereof) or is declared effective or has its restrictions removed
or the shares of the Company's stock are listed on the Principal  Trading Market
(with respect to payments due as contemplated by Section  2(b)(ii)  hereof),  as
the case may be, and (B) each date which is the  earlier of (1) thirty (30) days
after  the  previous  Computation  Date  or (2)  the  date  after  the  previous
Computation Date on which the  Registration  Statement is filed (with respect to
payments due as contemplated by Section 2(b)(i) hereof) or is declared effective
or has its restrictions  removed or the shares of the Company's stock are listed
on the Principal Trading Market (with respect to payments due as contemplated by
Section 2(b)(ii) hereof), as the case may be.

      3. OBLIGATIONS OF THE COMPANY.  In connection with the registration of the
Registrable Securities, the Company shall do each of the following:

      (a) Prepare promptly,  and file with the SEC by the Required Filing Date a
Registration  Statement  with respect to not less than the number of Registrable
Securities  provided in Section 2(a) above,  and  thereafter  use its reasonable
best  efforts to cause  such  Registration  Statement  relating  to  Registrable
Securities  to become  effective  by the  Required  Effective  Date and keep the
Registration  Statement  effective  at all times  other  than  during  Permitted
Suspension  Periods  during the period (the  "Registration  Period")  continuing
until the earlier of (i) the date when the  Investors  may sell all  Registrable
Securities  under Rule 144 without volume or other  restrictions  or limits (the
"Unrestricted  Sale Date") or (ii) the date the  Investors  no longer own any of
the  Registrable   Securities,   which  Registration  Statement  (including  any
amendments or supplements thereto and prospectuses  contained therein) shall 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 in which they were made, not misleading;

      (b)   Prepare   and  file   with  the  SEC  such   amendments   (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

      (c) Permit a single firm of counsel  designated  by the Initial  Investors
(which,  until further notice, shall be deemed to be Krieger & Prager LLP, Attn:
Ronald Nussbaum,  Esq.,  which firm has requested to receive such  notification;
each,  an  "Investor's  Counsel") to review the  Registration  Statement and all
amendments  and  supplements  thereto a reasonable  period of time (but not less
than three (3)  business  days) prior to their filing with the SEC, and not file
any document in a form to which such counsel reasonably objects;


                                       6
<PAGE>

      (d) Notify each  Investor  and the  Investor's  Counsel  and any  managing
underwriters  immediately (and, in the case of (i)(A) below, not less than three
(3) business  days prior to such  filing) and (if  requested by any such person)
confirm such notice in writing no later than one (1) business day  following the
day (i)(A) when a Prospectus  or any  Prospectus  supplement  or  post-effective
amendment to the  Registration  Statement is proposed to be filed;  (B) whenever
the  SEC  notifies  the  Company  whether  there  will  be a  "review"  of  such
Registration  Statement;  (C) whenever the Company receives (or a representative
of the Company receives on its behalf) any oral or written comments from the SEC
in respect of a Registration Statement (copies or, in the case of oral comments,
summaries  of such  comments  shall be promptly  furnished by the Company to the
Investors);   and  (D)  with  respect  to  the  Registration  Statement  or  any
post-effective  amendment,  when  the  same has  become  effective;  (ii) of any
request by the SEC or any other  Federal  or state  governmental  authority  for
amendments or  supplements  to the  Registration  Statement or Prospectus or for
additional  information;  (iii) of the  issuance  by the SEC of any  stop  order
suspending the effectiveness of the Registration  Statement  covering any or all
of the  Registrable  Securities or the  initiation of any  proceedings  for that
purpose;  (iv) if at any time any of the  representations  or  warranties of the
Company  contained  in any  agreement  (including  any  underwriting  agreement)
contemplated hereby ceases to be true and correct in all material respects;  (v)
of the receipt by the Company of any notification with respect to the suspension
of the  qualification or exemption from  qualification of any of the Registrable
Securities for sale in any jurisdiction, or the initiation or threatening of any
proceeding for such purpose; and (vi) of the occurrence of any event that to the
best  knowledge  of the Company  makes any  statement  made in the  Registration
Statement  or  Prospectus  or  any  document   incorporated   or  deemed  to  be
incorporated  therein  by  reference  untrue  in any  material  respect  or that
requires  any  revisions  to the  Registration  Statement,  Prospectus  or other
documents so that, in the case of the Registration  Statement or the Prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any 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.  In addition,  the Company  shall  communicate  with the
Investor's Counsel with regard to its proposed written responses to the comments
contemplated  in  clause  (C) of this  Section  3(d),  so  that,  to the  extent
practicable, the Investors shall have the opportunity to comment thereon;

      (e) Furnish to each Investor and to Investor's  Counsel (i) promptly after
the same is prepared and publicly  distributed,  filed with the SEC, or received
by the Company,  one (1) copy of the  Registration  Statement,  each preliminary
prospectus and prospectus,  and each amendment or supplement  thereto,  and (ii)
such  number of copies  of a  prospectus,  and all  amendments  and  supplements
thereto and such other  documents,  as such Investor may  reasonably  request in
order to facilitate the disposition of the Registrable  Securities owned by such
Investor;


                                       7
<PAGE>

      (f) As promptly as practicable  after becoming aware thereof,  notify each
Investor of the happening of any event of which the Company has knowledge,  as a
result of which the prospectus included in the 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,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and use its best  efforts  promptly  to  prepare  a  supplement  or
amendment to the Registration Statement or other appropriate filing with the SEC
to correct such untrue statement or omission,  and deliver a number of copies of
such  supplement or amendment to each  Investor as such Investor may  reasonably
request;

      (g) As promptly as practicable  after becoming aware thereof,  notify each
Investor  who holds  Registrable  Securities  being sold (or, in the event of an
underwritten  offering, the managing underwriters) of the issuance by the SEC of
a Notice of  Effectiveness  or any notice of  effectiveness or any stop order or
other  suspension  of the  effectiveness  of the  Registration  Statement at the
earliest possible time;

      (h) Comply with Regulation FD or any similar rule or regulation  regarding
the  dissemination of information  regarding the Company,  and in furtherance of
the foregoing,  and not in limitation thereof,  not disclose to the Investor any
non-public material information regarding the Company;

      (i)  Notwithstanding  the  foregoing,  if at any time or from time to time
after the date of  effectiveness  of the  Registration  Statement,  the  Company
notifies the  Investors in writing that the  effectiveness  of the  Registration
Statement is suspended for any reason, whether due to a Potential Material Event
or otherwise,  the Investors shall not offer or sell any Registrable Securities,
or engage in any other  transaction  involving  or relating  to the  Registrable
Securities,  from the time of the  giving of such  notice  until  such  Investor
receives  written  notice from the Company  that such the  effectiveness  of the
Registration Statement has been restored, whether because the Potential Material
Event has been  disclosed to the public or it no longer  constitutes a Potential
Material  Event or  otherwise;  provided,  however,  that the Company may not so
suspend the right to such holders of Registrable  Securities  during the periods
the  Registration  Statement  is  required  to be in effect  other than during a
Permitted Suspension Period (and the applicable provisions of Section 2(b) shall
apply  with  respect  to any such  suspension  other  than  during  a  Permitted
Suspension Period);

      (j) Use its reasonable efforts to secure and maintain the designation,  if
and to the extent  required or  contemplated  by the rules or regulations of the
Principal  Trading  Market,  of all the  Registrable  Securities  covered by the
Registration  Statement on the  Principal  Trading  Market within the meaning of
Rule 11Aa2-1 of the SEC under the  Securities  Exchange Act of 1934,  as amended
(the "Exchange  Act"),  and the quotation of the  Registrable  Securities on the
Principal Trading Market;


                                       8
<PAGE>

      (k) Provide a transfer agent ("Transfer  Agent") and registrar,  which may
be a single entity,  for the  Registrable  Securities not later than the initial
Effective Date;

      (l) Cooperate  with the Investors who hold  Registrable  Securities  being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the Registration Statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts as the case may be, as the  Investors  may  reasonably
request, and, within five (5) business days after a Registration Statement which
includes  Registrable  Securities  is ordered  effective by the SEC, the Company
shall deliver, and shall cause legal counsel selected by the Company to deliver,
to the  Transfer  Agent  for the  Registrable  Securities  (with  copies  to the
Investors  whose  Registrable  Securities  are  included  in  such  Registration
Statement) an appropriate  instruction and opinion of such counsel,  which shall
include,  without  limitation,   directions  to  the  Transfer  Agent  to  issue
certificates of Registrable  Securities(including  certificates  for Registrable
Securities to be issued after the Effective  Date and  replacement  certificates
for  Registrable   Securities   previously  issued)  without  legends  or  other
restrictions,  subject to  compliance  with  applicable  law and other rules and
regulations,  including,  without limitation,  prospectus delivery requirements;
and

      (m) Take all other reasonable  administrative steps and actions (including
the  participation  of Company  counsel)  necessary to expedite  and  facilitate
disposition  by the  Investor  of the  Registrable  Securities  pursuant  to the
Registration Statement;  provided,  however, that the foregoing does not require
that the Company  take any steps  whatsoever  regarding  the  identification  or
selection of a broker to sell the Registrable Securities,  the identification of
buyers of the  Registrable  Securities,  or the negotiation of the sale terms of
the Registrable Securities.

      4.  OBLIGATIONS OF THE INVESTORS.  In connection with the  registration of
the Registrable Securities, the Investors shall have the following obligations:

      (a)  Each  Investor,  by such  Investor's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of the  Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from the Registration Statement; and

      (b) Each Investor agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind  described in Section 3(f), (g) or (i)
above,  such Investor will  immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended prospectus contemplated by Section 3(f), (g) or (i), and, if so directed
by the Company,  such  Investor  shall deliver to the Company (at the expense of
the  Company)  or  destroy  (and  deliver  to  the  Company  a  certificate   of
destruction)  all  copies  in  such  Investor's  possession,  of the  prospectus
covering  such  Registrable  Securities  current  at the time of receipt of such
notice.


                                       9
<PAGE>

      5.  EXPENSES  OF  REGISTRATION.   All  reasonable   expenses  (other  than
underwriting  discounts and commissions of the Investor)  incurred in connection
with  registrations,  filings  or  qualifications  pursuant  to  Section  3, but
including,  without limitation,  all registration,  listing,  and qualifications
fees,  printers and accounting  fees, the fees and  disbursements of counsel for
the  Company  shall be borne by the  Company.  In  addition,  a fee for a single
counsel for the Investors (as a group and not individually)  equal to $4,500 for
the review of the initial Registration  Statement (and pre-effective  amendments
thereto)  and  $2,000  for the  review  of each  post-effective  amendment  to a
Registration Statement shall be borne by the Company.

      6. INDEMNIFICATION.  In the event any Registrable  Securities are included
in a Registration Statement under this Agreement:

      (a) To the extent  permitted by law, the Company will  indemnify  and hold
harmless each Investor who holds such Registrable Securities,  the directors, if
any, of such Investor,  the officers,  if any, of such Investor,  and each Buyer
Control  Person (each,  an  "Indemnified  Party"),  against any losses,  claims,
damages,  liabilities  or expenses  (joint or several)  incurred  (collectively,
"Claims") to which any of them may become subject under the Securities  Act, the
Exchange Act or  otherwise,  insofar as such Claims (or actions or  proceedings,
whether  commenced or threatened,  in respect thereof) arise out of or are based
upon  any  of  the  following   statements,   omissions  or  violations  in  the
Registration  Statement,  or  any  post-effective   amendment  thereof,  or  any
prospectus  included  therein:  (i)  any  untrue  statement  or  alleged  untrue
statement  of a material  fact  contained in the  Registration  Statement or any
post-effective  amendment  thereof or 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,  (ii) any untrue statement or alleged untrue
statement of a material fact  contained in the final  prospectus  (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the SEC) or the omission or alleged  omission to state therein any material
fact  necessary  to  make  the  statements   made  therein,   in  light  of  the
circumstances  under which the  statements  therein were made, not misleading or
(iii) any violation or alleged  violation by the Company of the Securities  Act,
the Exchange Act, any state  securities law or any rule or regulation  under the
Securities Act, the Exchange Act or any state securities law (the matters in the
foregoing  clauses  (i)  through  (iii)  being,   collectively  referred  to  as
"Violations").  Subject  to clause  (b) of this  Section  6, the  Company  shall
reimburse the Investors,  promptly as such expenses are incurred and are due and
payable,  for any legal fees or other  reasonable  expenses  incurred by them in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this  Section 6(a) shall not (I) apply to any Claim  arising out of
or based upon a Violation  which occurs in reliance upon and in conformity  with
information  furnished  in  writing  to the  Company  by or on  behalf  of  such
Indemnified  Party  expressly for use in connection  with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  was timely made  available by the Company  pursuant to Section
3(b) hereof; (II) be available to the extent such Claim is based on a failure of
the Investor to deliver or cause to be delivered the  prospectus  made available
by the Company or the  amendment or  supplement  thereto  made  available by the
Company; (III) be available to the extent such Claim is based on the delivery of
a  prospectus  by the Investor  after  receiving  notice from the Company  under
Section 3(f), (g) or (i) hereof (other than a notice regarding the effectiveness
of the Registration  Statement or any amendment or supplement thereto),  or (IV)
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld or delayed.  The Investor will  indemnify the Company and
its officers,  directors and agents (each, an  "Indemnified  Party") against any
claims  arising out of or based upon a Violation  which occurs in reliance  upon
and in conformity with information furnished in writing to the Company, by or on
behalf of such Investor, expressly for use in connection with the preparation of
the Registration  Statement or the amendment or supplement  thereto,  subject to
such  limitations  and  conditions  as are  applicable  to  the  indemnification
provided by the Company to this Section 6. Such  indemnity  shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9.


                                       10
<PAGE>

      (b) Promptly after receipt by an Indemnified Party under this Section 6 of
notice of the commencement of any action  (including any  governmental  action),
such  Indemnified  Party  shall,  if a Claim in  respect  thereof  is to be made
against any indemnifying party under this Section 6, deliver to the indemnifying
party a written notice of the commencement  thereof and the  indemnifying  party
shall have the right to  participate  in,  and,  to the extent the  indemnifying
party so desires,  jointly with any other  indemnifying party similarly noticed,
to assume control of the defense thereof with counsel  mutually  satisfactory to
the  indemnifying  party and the Indemnified  Party, as the case may be. In case
any such action is brought  against any Indemnified  Party,  and it notifies the
indemnifying party of the commencement  thereof,  the indemnifying party will be
entitled to  participate  in, and, to the extent that it may wish,  jointly with
any other  indemnifying  party similarly  notified,  assume the defense thereof,
subject to the provisions  herein stated and after notice from the  indemnifying
party to such  Indemnified  Party  of its  election  so to  assume  the  defense
thereof,  the indemnifying  party will not be liable to such  Indemnified  Party
under this Section 6 for any legal or other  reasonable  out-of-pocket  expenses
subsequently  incurred by such Indemnified  Party in connection with the defense
thereof other than reasonable  costs of  investigation,  unless the indemnifying
party shall not pursue the action to its final conclusion. The Indemnified Party
shall  have the right to  employ  separate  counsel  in any such  action  and to
participate in the defense  thereof,  but the fees and reasonable  out-of-pocket
expenses of such counsel shall not be at the expense of the  indemnifying  party
if the  indemnifying  party has assumed  the defense of the action with  counsel
reasonably satisfactory to the Indemnified Party provided such counsel is of the
opinion that all defenses  available to the Indemnified  Party can be maintained
without prejudicing the rights of the indemnifying party. The failure to deliver
written  notice  to the  indemnifying  party  within  a  reasonable  time of the
commencement of any such action shall not relieve such indemnifying party of any
liability  to the  Indemnified  Party under this Section 6, except to the extent
that the indemnifying  party is prejudiced in its ability to defend such action.
The  indemnification  required  by  this  Section  6 shall  be made by  periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense,  as such expense,  loss, damage or liability is incurred and is due and
payable.

      7.  CONTRIBUTION.  To the extent any  indemnification  by an  indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  6 to the  fullest  extent  permitted  by law;  provided,
however,  that (a) no contribution shall be made under  circumstances  where the
maker would not have been liable for  indemnification  under the fault standards
set  forth in  Section  6; (b) no  seller of  Registrable  Securities  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities  who was not  guilty of such  fraudulent  misrepresentation;  and (c)
except where the seller has committed fraud (other than a fraud by reason of the
information included or omitted from the Registration  Statement as to which the
Company  has not  given  notice as  contemplated  under  Section  3  hereof)  or
intentional  misconduct,  contribution  by any seller of Registrable  Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.


                                       11
<PAGE>

      8. REPORTS  UNDER  SECURITIES  ACT AND EXCHANGE ACT. With a view to making
available to Investor the benefits of Rule 144 promulgated  under the Securities
Act or any  other  similar  rule or  regulation  of the SEC that may at any time
permit  Investor  to  sell  securities  of the  Company  to the  public  without
Registration ("Rule 144"), the Company agrees to:

      (a)  make and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144;

      (b) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Securities Act and the Exchange Act; and

      (c) until the Unrestricted  Sale Date,  furnish to the Investor so long as
the Investor owns Registrable  Securities,  promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144, the  Securities Act and the Exchange Act, (ii) if not available on the
SEC's EDGAR system,  a copy of the most recent annual or quarterly report of the
Company and such other  reports and  documents so filed by the Company and (iii)
such other information as may be reasonably  requested to permit the Investor to
sell such securities pursuant to Rule 144 without Registration; and

      (d) at the  request of any  Investor  holding  Registrable  Securities  (a
"Holder"),  give its Transfer  Agent  instructions  (supported  by an opinion of
Company  counsel,  if required or requested by the Transfer Agent) to the effect
that, upon the Transfer Agent's receipt from such Holder of

      (i) a  certificate  (a "Rule  144  Certificate")  certifying  (A) that the
      Holder's  holding period (as determined in accordance  with the provisions
      of Rule 144) for the  shares of  Registrable  Securities  which the Holder
      proposes to sell (the  "Securities  Being Sold") is not less than (1) year
      and (B) as to such other matters as may be appropriate in accordance  with
      Rule 144 under the Securities Act, and


                                       12
<PAGE>

      (ii) an opinion of counsel  acceptable to the Company (for which  purposes
      it  is  agreed  that  the  initial  Investor's  Counsel  shall  be  deemed
      acceptable if not given by Company  Counsel)  that,  based on the Rule 144
      Certificate,  Securities Being Sold may be sold pursuant to the provisions
      of Rule 144, even in the absence of an effective Registration Statement,

the Transfer  Agent is to effect the transfer of the  Securities  Being Sold and
issue to the buyer(s) or  transferee(s)  thereof one or more stock  certificates
representing  the  transferred  Securities  Being Sold  without any  restrictive
legend and without  recording any  restrictions on the  transferability  of such
shares on the Transfer  Agent's books and records (except to the extent any such
legend or restriction  results from facts other than the identity of the Holder,
as the seller or  transferor  thereof,  or the status,  including  any  relevant
legends or  restrictions,  of the shares of the Securities Being Sold while held
by the  Holder).  If the  Transfer  Agent  reasonably  requires  any  additional
documentation at the time of the transfer, the Company shall deliver or cause to
be delivered all such reasonable additional documentation as may be necessary to
effectuate the issuance of an unlegended certificate.

      9. ASSIGNMENT OF THE REGISTRATION  RIGHTS.  The rights to have the Company
register   Registrable   Securities   pursuant  to  this   Agreement   shall  be
automatically  assigned by the  Investor to any  transferee  of the  Registrable
Securities or other Securities (such transfer or assignment being subject to the
provisions of Section 4(a) of the  Securities  Purchase  Agreement)  only if the
Company  is,  within a  reasonable  time  after  such  transfer  or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee and (b) the securities with respect to which such  registration  rights
are being transferred or assigned.

      10. NO INCONSISTENT  AGREEMENTS.  Except as and to the extent specifically
set forth in  Schedule 10  attached  hereto,  neither the Company nor any of its
subsidiaries  has, as of the date  hereof,  nor shall the Company nor any of its
subsidiaries,  on or after the date of this Agreement, enter into, any agreement
with respect to its securities that is  inconsistent  with the rights granted to
the Holders in this Agreement or otherwise conflicts with the provisions hereof.
Except as and to the  extent  specifically  set forth in  Schedule  10  attached
hereto,  neither the Company nor any of its subsidiaries has previously  entered
into any agreement  granting any registration  rights with respect to any of its
securities to any Person.  Without  limiting the  generality  of the  foregoing,
without the written consent of the Holders of a majority of the then outstanding
Registrable  Securities,  the Company shall not grant to any person the right to
request  the  Company  to  register  any  securities  of the  Company  under the
Securities  Act unless the rights so granted are subject in all  respects to the
prior rights in full of the Holders set forth  herein,  and are not otherwise in
conflict or inconsistent with the provisions of this Agreement.


                                       13
<PAGE>

      11. AMENDMENT OF REGISTRATION  RIGHTS. Any provision of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance and either  retroactively or prospectively),  only with the
written  consent of the Company and  Investors  who hold a eighty (80%)  percent
interest of the Registrable Securities (as calculated by the number of Purchased
Shares  then  held by the  Investors).  Any  amendment  or  waiver  effected  in
accordance  with this  Section 11 shall be binding  upon each  Investor  and the
Company.

      12. MISCELLANEOUS.

      (a) A person or entity is deemed to be a holder of Registrable  Securities
whenever such person or entity owns of record such  Registrable  Securities.  If
the Company receives conflicting instructions,  notices or elections from two or
more persons or entities with respect to the same  Registrable  Securities,  the
Company shall act upon the basis of  instructions,  notice or election  received
from the registered owner of such Registrable Securities.

      (b) Notices  required or permitted to be given hereunder shall be given in
the manner  contemplated  by the Securities  Purchase  Agreement,  (i) if to the
Company or to the Initial Investor,  to their respective address contemplated by
the Securities  Purchase Agreement,  and (ii) if to any other Investor,  at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 12(b).

      (c)  Failure  of any party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

      (d) This Agreement shall be governed by and interpreted in accordance with
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  exclusive  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 Agreement and hereby waives,  to
the maximum  extent  permitted by law, any  objection,  including  any objection
based on forum non  coveniens,  to the bringing of any such  proceeding  in such
jurisdictions.

      (e) The  Company  and the  Investor  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 of or in connection  with
this Agreement or any of the other Transaction Agreements.

      (f) If any provision of this Agreement  shall be invalid or  unenforceable
in any jurisdiction,  such invalidity or  unenforceability  shall not affect the
validity or enforceability of the remainder of this Agreement or the validity or
enforceability of this Agreement in any other jurisdiction.


                                       14
<PAGE>

      (g) Subject to the requirements of Section 9 hereof,  this Agreement shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

      (h) All  pronouns  and any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

      (i) The headings in this  Agreement are for  convenience of reference only
and shall not limit or otherwise affect the meaning thereof.

      (j) This  Agreement may be executed in one or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.  This Agreement,  once executed by a party,  may be delivered to
the other party hereto by telephone  line  facsimile  transmission  of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

      (k) The  Company  acknowledges  that any failure by the Company to perform
its  obligations  under  Section 3(a) hereof,  or any delay in such  performance
could result in loss to the Investors,  and the Company agrees that, in addition
to any other  liability the Company may have by reason of such failure or delay,
the Company shall be liable for all direct damages caused by any such failure or
delay,  unless the same is the result of force  majeure.  Neither party shall be
liable for consequential damages.


                                       15
<PAGE>

      (l) This  Agreement  (including to the extent  relevant the  provisions of
other Transaction Agreements) constitutes the entire agreement among the parties
hereto  with  respect to the  subject  matter  hereof and  supersedes  all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject  matter  hereof.  There are no  restrictions,  promises,  warranties  or
undertakings, other than those set forth or referred to herein.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       16
<PAGE>

      IN WITNESS  WHEREOF,  the parties  have caused this  Agreement  to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first above written.


                                        COMPANY:
                                        BVR TECHNOLOGIES LTD.


                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                        INITIAL INVESTOR:

                                        ________________________________________
                                        [Print Name of Initial Investor]

                                        By: ____________________________________
                                        Name: __________________________________
                                        Title: _________________________________


                                       17