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

                    Right to Purchase ______________ Ordinary Shares of BVR
                    Technologies Ltd. (subject to adjustment as provided herein)

                         COMMON STOCK PURCHASE WARRANT B

No. B-2004-FEB-001                                Issue Date: February ___, 2004

      BVR TECHNOLOGIES LTD., a corporation organized under the laws of the State
of Israel (the "Company"),  hereby certifies that, for value received,  PLATINUM
PARTNERS  VALUE  ARBITRAGE  FUND LP, 152 West 57th  Street,  New York,  New York
10019, Fax: (212) 581-0002 (the "Holder"), or its assigns, is entitled,  subject
to the terms set forth  below,  to purchase  from the Company from and after the
Actual Effective Date (as defined in the Subscription Agreement) and at any time
or from time to time  before  5:00 p.m.,  New York time,  through  the  sixtieth
(60th) date after such date that the registration statement described in Section
3 of the  Subscription  Agreement has been  employable  in  connection  with the
resale  of  Ordinary   Shares  issuable  upon  exercise  of  this  Warrant  (the
"Expiration Date"), up to _________ fully paid and nonassessable Ordinary Shares
(as  hereinafter  defined),  NIS.01 par value per share, of the Company at a per
share purchase price of $.15. The  aforedescribed  purchase price per share,  as
adjusted  from time to time as herein  provided,  is  referred  to herein as the
"Purchase  Price".  The number and  character  of such  Ordinary  Shares and the
Purchase  Price are subject to  adjustment as provided  herein.  The Company may
reduce the Purchase Price without the consent of the Holder.  Capitalized  terms
used and not otherwise  defined herein shall have the meanings set forth in that
certain subscription agreement (the "Subscription Agreement"), dated at or about
February ___, 2004, between the Company and the Holder.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The  term  "Company"  shall  include  BVR  Technologies  Ltd.  and any
corporation  which shall succeed or assume the  obligations of BVR  Technologies
Ltd. hereunder.

      (b) The term "Ordinary Shares" includes (a) the Company's Ordinary Shares,
NIS.01  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.

<PAGE>

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

                         Right to Purchase ______________ Ordinary Shares of BVR
                    Technologies Ltd. (subject to adjustment as provided herein)

                         COMMON STOCK PURCHASE WARRANT B

No. B-2004-FEB-002                                Issue Date: February ___, 2004

      BVR TECHNOLOGIES LTD., a corporation organized under the laws of the State
of Israel (the "Company"),  hereby certifies that, for value received,  PLATINUM
PARTNERS GLOBAL MACRO FUND, 152 West 57th Street, New York, New York 10019, Fax:
(212) 581-0002 (the "Holder"), or its assigns, is entitled, subject to the terms
set forth  below,  to  purchase  from the  Company  from and  after  the  Actual
Effective  Date (as defined in the  Subscription  Agreement)  and at any time or
from time to time before 5:00 p.m., New York time,  through the sixtieth  (60th)
date after such date that the registration  statement  described in Section 3 of
the Subscription  Agreement has been employable in connection with the resale of
Ordinary Shares issuable upon exercise of this Warrant (the "Expiration  Date"),
up to _________  fully paid and  nonassessable  Ordinary  Shares (as hereinafter
defined),  NIS.01 par value per share,  of the  Company at a per share  purchase
price of $.15. The  aforedescribed  purchase  price per share,  as adjusted from
time to time as herein provided,  is referred to herein as the "Purchase Price".
The number and  character of such  Ordinary  Shares and the  Purchase  Price are
subject to  adjustment as provided  herein.  The Company may reduce the Purchase
Price  without  the  consent  of the  Holder.  Capitalized  terms  used  and not
otherwise  defined  herein  shall have the  meanings  set forth in that  certain
subscription  agreement  (the  "Subscription  Agreement"),  dated  at  or  about
February ___, 2004, between the Company and the Holder.

      As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

      (a) The  term  "Company"  shall  include  BVR  Technologies  Ltd.  and any
corporation  which shall succeed or assume the  obligations of BVR  Technologies
Ltd. hereunder.

      (b) The term "Ordinary Shares" includes (a) the Company's Ordinary Shares,
NIS.01  par value  per  share,  as  authorized  on the date of the  Subscription
Agreement,  (b) any  other  capital  stock  of any  class  or  classes  (however
designated)  of the Company,  authorized  on or after such date,  the holders of
which shall have the right, without limitation as to amount, either to all or to
a share of the balance of current dividends and liquidating  dividends after the
payment of dividends and distributions on any shares entitled to preference, and
the  holders of which shall  ordinarily,  in the  absence of  contingencies,  be
entitled  to vote for the  election of a majority  of  directors  of the Company
(even if the  right so to vote has been  suspended  by the  happening  of such a
contingency)  and (c) any other  securities  into  which or for which any of the
securities  described in (a) or (b) may be converted or exchanged  pursuant to a
plan of recapitalization, reorganization, merger, sale of assets or otherwise.


                                       2
<PAGE>

      (c) The term "Other  Securities"  refers to any stock (other than Ordinary
Shares) and other  securities  of the Company or any other person  (corporate or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in addition to Ordinary Shares,  or which at any time shall be issuable or shall
have been issued in exchange for or in replacement  of Ordinary  Shares or Other
Securities pursuant to Section 4 or otherwise.

      1. Exercise of Warrant.

            1.1.  Number of Shares  Issuable upon  Exercise.  From and after the
Issue Date through and including the Expiration Date, the Holder hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance  with  subsection  1.3,  Ordinary  Shares of the Company,  subject to
adjustment pursuant to Section 4.

            1.2.  Full  Exercise.  This  Warrant may be exercised in full by the
Holder  hereof by  delivery  of an  original  or  facsimile  copy of the form of
subscription  attached  as  Exhibit  A hereto  (the  "Subscription  Form")  duly
executed by such Holder and surrender of the original  Warrant  within seven (7)
days of exercise, to the Company at its principal office or at the office of its
Warrant Agent (as provided  hereinafter),  accompanied by payment, in cash, wire
transfer  or by  certified  or official  bank check  payable to the order of the
Company, in the amount obtained by multiplying the number of Ordinary Shares for
which this Warrant is then exercisable by the Purchase Price then in effect.

            1.3.  Partial  Exercise.  This Warrant may be exercised in part (but
not for a  fractional  share) by  surrender of this Warrant in the manner and at
the place  provided  in  subsection  1.2 except  that the amount  payable by the
Holder on such partial  exercise shall be the amount obtained by multiplying (a)
the number of whole Ordinary Shares designated by the Holder in the Subscription
Form by (b) the Purchase Price then in effect. On any such partial exercise, the
Company,  at its expense,  will forthwith issue and deliver to or upon the order
of the  Holder  hereof a new  Warrant of like  tenor,  in the name of the Holder
hereof or as such Holder (upon payment by such Holder of any applicable transfer
taxes) may request,  the whole number of Ordinary  Shares for which such Warrant
may still be exercised.

            1.4.  Fair Market  Value.  Fair Market  Value of a share of Ordinary
Shares as of a particular date (the "Determination Date") shall mean:

                  (a) If the Company's  Ordinary Shares is traded on an exchange
or is quoted on the National  Association of Securities Dealers,  Inc. Automated
Quotation  ("NASDAQ")  National Market System, the NASDAQ SmallCap Market or the
American  Stock   Exchange,   Inc.,   then  the  closing  or  last  sale  price,
respectively,  reported for the last  business  day  immediately  preceding  the
Determination Date;

                  (b) If the  Company's  Ordinary  Shares  is not  traded  on an
exchange or on the NASDAQ National Market System,  the NASDAQ SmallCap Market or
the American Stock Exchange, Inc., but is traded in the over-the-counter market,
then  the  average  of the  closing  bid and ask  prices  reported  for the last
business day immediately preceding the Determination Date;

                  (c) Except as provided in clause (d) below,  if the  Company's
Ordinary  Shares is not  publicly  traded,  then as the Holder  and the  Company
agree, or in the absence of such an agreement, by arbitration in accordance with
the rules then standing of the American Arbitration Association, before a single
arbitrator  to be chosen  from a panel of persons  qualified  by  education  and
training to pass on the matter to be decided; or


                                       3
<PAGE>

                  (d) If the  Determination  Date is the date of a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Ordinary Shares pursuant to the charter in the event
of such  liquidation,  dissolution  or winding up, plus all other  amounts to be
payable per share in respect of the  Ordinary  Shares in  liquidation  under the
charter,  assuming  for the purposes of this clause (d) that all of the Ordinary
Shares then issuable upon exercise of all of the Warrants are outstanding at the
Determination Date.

            1.5.  Company  Acknowledgment.  The Company will, at the time of the
exercise of the Warrant,  upon the request of the Holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such Holder any rights to which
such Holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  Holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such Holder any such rights.

            1.6. Trustee for Warrant Holders.  In the event that a bank or trust
company  shall have been  appointed  as trustee  for the Holder of the  Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

      2.1 Delivery of Stock Certificates,  etc. on Exercise.  The Company agrees
that the Ordinary Shares purchased upon exercise of this Warrant shall be deemed
to be issued to the Holder  hereof as the record  owner of such shares as of the
close of business on the date on which this Warrant shall have been  surrendered
and payment made for such shares as aforesaid.  As soon as practicable after the
exercise of this  Warrant in full or in part,  and in any event  within five (5)
days thereafter  ("Delivery  Date"),  the Company at its expense  (including the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable securities laws, a certificate or certificates for the number of duly
and  validly  issued,  fully paid and  nonassessable  Ordinary  Shares (or Other
Securities)  to which such Holder shall be entitled on such  exercise,  plus, in
lieu of any fractional  share to which such Holder would  otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
Ordinary Share,  together with any other stock or other  securities and property
(including  cash,  where  applicable) to which such Holder is entitled upon such
exercise pursuant to Section 1 or otherwise.

      2.2. Cashless Exercise.

            (a) If a Registration Statement is effective and the Holder may sell
its  Ordinary  Shares  upon  exercise  hereof  thereunder,  this  Warrant may be
exercisable  in whole or in part for cash only as set forth in  Section 1 above.
If no such  Registration  Statement is  available,  payment upon exercise may be
made at the option of the Holder  either in (i) cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Purchase  Price,  (ii) by delivery of Ordinary  Shares issuable upon exercise of
the Warrants in accordance  with Section (b) below or (iii) by a combination  of
any of the foregoing methods,  for the number of Common Shares specified in such
form (as such exercise number shall be adjusted to reflect any adjustment in the
total  number of  Ordinary  Shares  issuable to the holder per the terms of this
Warrant)  and the holder  shall  thereupon  be entitled to receive the number of
duly authorized,  validly issued,  fully-paid and non-assessable Ordinary Shares
(or Other Securities) determined as provided herein.


                                       4
<PAGE>

            (b)  Notwithstanding  any provisions herein to the contrary,  if the
Fair Market Value of one Ordinary  Share is greater than the Purchase  Price (at
the date of calculation as set forth below),  in lieu of exercising this Warrant
for  cash,  the  holder  may  elect to  receive  shares  equal to the  value (as
determined  below) of this Warrant (or the portion  thereof being  cancelled) by
surrender of this Warrant at the principal  office of the Company  together with
the properly  endorsed  Subscription Form in which event the Company shall issue
to the holder a number of Ordinary Shares computed using the following formula:

                  X=Y (A-B)
                    -------
                       A

                  Where X=  the number of Ordinary Shares to be issued to the
                            holder

                        Y=  the number of Ordinary Shares purchasable under  the
                            Warrant  or, if only a portion of the Warrant is
                            being exercised,  the  portion of the Warrant  being
                            exercised (at the date of such calculation)

                        A=  the Fair Market Value of one Ordinary Share (at the
                            date of such calculation)

                        B=  Purchase Price (as adjusted to the date of such
                            calculation)

            (c) The Holder may employ the cashless  exercise feature only during
the  pendency  of a  Non-Registration  Event as  described  in the  Subscription
Agreement.

      3. Adjustment for Reorganization, Consolidation, Merger, etc.

            3.1. Reorganization, Consolidation, Merger, etc. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with  or  merge  into  any  other  person  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  Holder of this
Warrant,  on the exercise hereof as provided in Section 1, at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Ordinary  Shares (or Other  Securities)  issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  Holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such
Holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

            3.2.  Dissolution.  In the event of any  dissolution  of the Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable) receivable by the Holder of the Warrants after the effective date of
such  dissolution  pursuant  to this  Section  3 to a bank or trust  company  (a
"Trustee")  having its  principal  office in New York,  NY, as  trustee  for the
Holder of the Warrants.

            3.3. Continuation of Terms. Upon any reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the Other Securities and property receivable
on the exercise of this Warrant after the  consummation of such  reorganization,
consolidation or merger or the effective date of dissolution  following any such
transfer,  as the case may be, and shall be binding upon the issuer of any Other
Securities,  including,  in the case of any such transfer,  the person acquiring
all or substantially all of the properties or assets of the Company,  whether or
not such  person  shall  have  expressly  assumed  the terms of this  Warrant as
provided in Section 4. In the event this Warrant does not continue in full force
and effect after the  consummation of the transaction  described in this Section
3, then only in such event will the Company's securities and property (including
cash, where applicable) receivable by the Holder of the Warrants be delivered to
the Trustee as contemplated by Section 3.2.


                                       5
<PAGE>

            3.4 Share  Issuance.  During the period this Warrant is outstanding,
if the Company shall issue any Ordinary Shares except for the Excepted Issuances
(as defined in the Subscription  Agreement),  prior to the complete  exercise of
this Warrant for a  consideration  less than the Purchase Price that would be in
effect at the time of such issue,  then, and thereafter  successively  upon each
such issue, the Purchase Price shall be reduced to such other lower issue price.
For purposes of this adjustment, the issuance of any security or debt instrument
of the Company  carrying the right to convert such  security or debt  instrument
into  Ordinary  Shares or of any warrant,  right or option to purchase  Ordinary
Shares shall result in an adjustment to the Purchase  Price upon the issuance of
the above-described  security,  debt instrument,  warrant, right, or option. The
reduction of the Purchase Price  described in this Section 3.4 is in addition to
the other rights of the Holder described in the Subscription Agreement

      4.  Extraordinary  Events Regarding Ordinary Shares. In the event that the
Company  shall (a) issue  additional  Ordinary  Shares  as a  dividend  or other
distribution  on  outstanding  Ordinary  Shares,  (b) subdivide its  outstanding
Ordinary Shares,  or (c) combine its outstanding  Ordinary Shares into a smaller
number of Ordinary  Shares,  then, in each such event, the Purchase Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Purchase Price by a fraction, the numerator of which shall be the number of
Ordinary Shares outstanding  immediately prior to such event and the denominator
of which shall be the number of Ordinary Shares  outstanding  immediately  after
such event,  and the product so obtained shall  thereafter be the Purchase Price
then in effect.  The Purchase Price, as so adjusted,  shall be readjusted in the
same manner  upon the  happening  of any  successive  event or events  described
herein in this Section 4. The number of Ordinary  Shares that the Holder of this
Warrant shall  thereafter,  on the exercise  hereof as provided in Section 1, be
entitled to receive shall be adjusted to a number  determined by multiplying the
number of Ordinary  Shares that would  otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

      5.  Certificate  as to  Adjustments.  In each  case of any  adjustment  or
readjustment  in the  Ordinary  Shares  (or Other  Securities)  issuable  on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional  Ordinary  Shares (or Other  Securities)  issued or sold or deemed to
have  been  issued  or  sold,  (b) the  number  of  Ordinary  Shares  (or  Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of Ordinary  Shares to be received upon exercise of this Warrant,
in effect  immediately  prior to such adjustment or readjustment and as adjusted
or  readjusted as provided in this Warrant.  The Company will  forthwith  mail a
copy of each such certificate to the Holder of the Warrant and any Warrant Agent
of the Company (appointed pursuant to Section 11 hereof).


                                       6
<PAGE>

      6. Reservation of Stock, etc.  Issuable on Exercise of Warrant;  Financial
Statements. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of the Warrants,  all Ordinary  Shares (or
Other  Securities)  from time to time  issuable on the  exercise of the Warrant.
This Warrant  entitles the Holder hereof to receive  copies of all financial and
other  information  distributed  or required to be distributed to the holders of
the Company's Ordinary Shares.

      7. Assignment;  Exchange of Warrant. Subject to compliance with applicable
securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "Transferor") with respect to any
or all of the Ordinary  Shares.  On the  surrender for exchange of this Warrant,
with the Transferor's  endorsement in the form of Exhibit B attached hereto (the
"Transferor   Endorsement   Form")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable securities
laws,  the Company at its  expense,  but with payment by the  Transferor  of any
applicable  transfer  taxes,  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "Transferee"),  calling  in the  aggregate  on the  face or faces
thereof for the number of Ordinary Shares called for on the face or faces of the
Warrant so surrendered by the Transferor.

      8. Replacement of Warrant. On receipt of evidence reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

      9.  Registration  Rights.  The  Holder of this  Warrant  has been  granted
certain  registration  rights by the Company.  These registration rights are set
forth in the Subscription Agreement. The terms of the Subscription Agreement are
incorporated herein by this reference. During the pendency of a Non-Registration
Event as defined in the Subscription Agreement,  upon written demand made by the
Holder,  the  Company  will  pay to the  Holder  of  this  Warrant,  in  lieu of
delivering  Ordinary  Shares,  a sum equal to the closing price of the Company's
Ordinary  Shares on the  principal  market or exchange  upon which the  Ordinary
Shares is listed for trading on the trading date immediately  preceding the date
notice is given by the Holder,  less the Purchase Price, for each Ordinary Share
designated in such notice from the Holder.

      10.  Maximum  Exercise.  The Holder shall not be entitled to exercise this
Warrant on an exercise  date in connection  with that number of Ordinary  Shares
which  would  be in  excess  of the sum of (i) the  number  of  Ordinary  Shares
beneficially  owned by the Holder and its  affiliates on an exercise  date,  and
(ii) the number of Ordinary  Shares  issuable  upon the exercise of this Warrant
with respect to which the  determination  of this limitation is being made on an
exercise date, which would result in beneficial  ownership by the Holder and its
affiliates of more than 9.99% of the  outstanding  Ordinary Shares on such date.
For the purposes of the immediately  preceding  sentence,  beneficial  ownership
shall be determined in accordance with Section 13(d) of the Securities  Exchange
Act of 1934,  as  amended,  and  Regulation  13d-3  thereunder.  Subject  to the
foregoing,  the Holder shall not be limited to aggregate  exercises  which would
result in the  issuance of more than 9.99%.  The  restriction  described in this
paragraph may be revoked upon  sixty-one  (61) days prior notice from the Holder
to the  Company.  The Holder  may  allocate  which of the equity of the  Company
deemed  beneficially  owned by the  Subscriber  shall be  included  in the 9.99%
amount described above and which shall be allocated to the excess above 9.99%.

      11. Warrant Agent. The Company may, by written notice to the Holder of the
Warrant,  appoint  an agent (a  "Warrant  Agent")  for the  purpose  of  issuing
Ordinary Shares (or Other  Securities) on the exercise of this Warrant  pursuant
to Section 1, exchanging this Warrant  pursuant to Section 7, and replacing this
Warrant pursuant to Section 8, or any of the foregoing,  and thereafter any such
issuance,  exchange or  replacement,  as the case may be,  shall be made at such
office by such Warrant Agent.


                                       7
<PAGE>

      12. Transfer on the Company's Books.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

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

      14.  Miscellaneous.  This  Warrant  and any term  hereof  may be  changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the laws of New York. Any dispute  relating to this Warrant shall be
adjudicated  in New York County in the State of New York.  The  headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.


                                       8
<PAGE>

      IN WITNESS  WHEREOF,  the Company has executed this Warrant as of the date
first written above.

                                        BVR TECHNOLOGIES LTD.


                                        By:_____________________________________
                                           Name:
                                           Title:

Witness:


___________________________________


                                       9
<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (to be signed only on exercise of Warrant)

TO:  BVR TECHNOLOGIES LTD.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___      ________ Ordinary Shares covered by such Warrant; or

___ the maximum number of Ordinary  Shares  covered by such Warrant  pursuant to
the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___      $__________ in lawful money of the United States; and/or

___ the  cancellation of such portion of the attached  Warrant as is exercisable
for a total of _______  Ordinary  Shares  (using a Fair Market Value of $_______
per share for purposes of this calculation); and/or

___ the  cancellation  of such number of  Ordinary  Shares as is  necessary,  in
accordance  with the formula set forth in Section 2, to  exercise  this  Warrant
with respect to the maximum number of Ordinary  Shares  purchasable  pursuant to
the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name of, and delivered to  _____________________________________________________
whose address is _______________________________________________________________
_______________________________________________________________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Ordinary Shares under the Securities Act
of 1933, as amended (the  "Securities  Act"),  or pursuant to an exemption  from
registration under the Securities Act.

Dated:___________________               ________________________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        Warrant)

                                        ________________________________________

                                        ________________________________________
                                        (Address)


                                       10
<PAGE>

                                    EXHIBIT B


                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

      For value received,  the undersigned hereby sells,  assigns, and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
Ordinary  Shares of BVR  TECHNOLOGIES  LTD. to which the within Warrant  relates
specified under the headings "Percentage  Transferred" and "Number Transferred,"
respectively,  opposite the name(s) of such  person(s)  and  appoints  each such
person  Attorney  to  transfer  its  respective   right  on  the  books  of  BVR
TECHNOLOGIES LTD. with full power of substitution in the premises.

--------------------------------------------------------------------------------
Transferees              Percentage Transferred               Number Transferred
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


Dated:  ______________, ___________     ________________________________________
                                        (Signature must conform to name of
                                        holder as specified on the face of the
                                        warrant)

Signed in the presence of:

___________________________________     ________________________________________
         (Name)
                                        ________________________________________
                                                (address)

ACCEPTED AND AGREED:
[TRANSFEREE]                            ________________________________________

                                        ________________________________________
                                                (address)

___________________________________
         (Name)


                                       11