EXHIBIT 4.1

                          COMMON STOCK PURCHASE WARRANT

                               AROTECH CORPORATION

                            EXPIRES FEBRUARY 4, 2009


No.:  BH-1                                            Number of Shares:  450,000
Date of Issuance:  February 4, 2004

         1. Issuance. In consideration of good and valuable  consideration,  the
receipt  of which is hereby  acknowledged  by  Arotech  Corporation,  a Delaware
corporation (the "Company"), I.E.S. ELECTRONICS INDUSTRIES, LTD., Israel Company
No. 52-0039132, or registered assigns (the "Holder") is hereby granted the right
to purchase  at any time and from time to time to and until 5:00 p.m.,  New York
time, on February 4, 2009 (the "Expiration  Date"),  FOUR HUNDRED FIFTY THOUSAND
(450,000)  fully paid and  nonassessable  shares (the  "Warrant  Shares") of the
Company's Common Stock,  par value $0.01 per share (the "Common  Stock"),  at an
exercise price per share equal to $1.91 (the "Exercise  Price").  The portion of
this  Warrant not  exercised  prior  thereto  shall be and become void and of no
value,  provided,  that if the closing  sales  price of the Common  Stock on the
Expiration  Date is greater  than 102% of the Exercise  Price on the  Expiration
Date,  then this Warrant shall be deemed to have been  exercised in full (to the
extent not previously exercised) on a "cashless exercise" basis at 4:59 p.m. New
York City time on the Expiration Date. The Company may not call or redeem all or
any portion of this Warrant without the prior written consent of the Holder. The
Exercise  Price and the  number of shares for which the  Warrant is  exercisable
shall be subject to adjustment as provided  herein.  Certain  capitalized  terms
used herein are defined in Section 16 hereof.

2. Exercise of Warrants.  Except as provided in Section 5 below, exercise of the
purchase  rights  represented  by this Warrant may be made at any time or times,
before 5:00 p.m. New York City time on the Expiration  Date, by the surrender of
this Warrant,  together with a completed exercise agreement or cashless exercise
agreement,  whichever is applicable, in the forms attached hereto (the "Exercise
Agreement"),  in the manner provided in Section 11, to the Company during normal
business hours on any business day at the Company's  principal executive offices
(or such other office or agency of the Company as it may  designate by notice to
the Holder),  and, unless the Holder is exercising under Section 10 hereof, upon
payment to the Company in United States  dollars in cash, by certified  check or
cashier's check, or by wire transfer to an account  designated by the Company of
immediately available funds, in an amount equal to the Exercise Price multiplied
by the  number of Warrant  Shares  specified  in the  Exercise  Agreement  to be
purchased.  The Warrant Shares so purchased  shall be deemed to be issued to the
Holder or such Holder's designee,  as the record owner of such shares, as of the
close of business on the date on which this Warrant shall have been surrendered,
the completed  Exercise  Agreement  shall have been  delivered,  and, unless the
Holder is exercising  under Section 10 hereof,  payment shall have been made for
the Warrant  Shares as set forth above or, if such date is not a business  date,
on  the  next  succeeding  business  date.  The  Warrant  Shares  so  purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the Holder free of restrictive  legend within a reasonable
time, not exceeding  three business days,  after this Warrant shall have been so
exercised.  If the Company's  transfer agent is  participating in the Depository
Trust Company ("DTC") Fast Automated  Securities  Transfer program,  the Company
will cause its transfer agent to  electronically  transmit the Warrant Shares so
purchased  to the Holder by  crediting  the account of the Holder or its nominee
with  DTC  through  its  Deposit   Withdrawal  Agent  Commission   system  ("DTC
Transfer").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the  Company  will  deliver  to  the  Holder  physical  certificates
representing the Warrant Shares so purchased.  Further,  the Holder may instruct
the  Company to deliver to the Holder  physical  certificates  representing  the
Warrant  Shares so  purchased  in lieu of  delivering  such shares by way of DTC
Transfer. Any certificates so delivered shall be in such denominations as may be
reasonably  requested  by the Holder,  shall be  registered  in the name of such
Holder or such other name as shall be designated  by such Holder,  and shall not
bear any restrictive  legend,  unless otherwise required by law. If this Warrant
shall have been  exercised  only in part,  then the Company will, at the time of
delivery of the  certificates for the Warrant Shares  purchased,  deliver to the
Holder a new Warrant  representing  the number of shares  with  respect to which
this Warrant shall not then have been  exercised.  The Company's  obligations to
issue and deliver  Warrant  Shares in  accordance  with the terms hereof are not
subject to any right of setoff or counterclaim, and shall not be affected by any
breach  or  alleged  breach by the  Holder or any other  person or entity of any
obligation to the Company other than obligations  contained in Section 2 of this
Warrant.

<PAGE>

3. Reservation and Registration of Shares.  The Company hereby covenants that at
all times during the term of this  Warrant  there shall be reserved a sufficient
number of shares of its Common  Stock as shall be  required  for  issuance  upon
exercise of this Warrant.  The Company further covenants to take such actions as
the Company shall reasonably determine necessary to continue the registration of
the Warrant Shares under the Securities Act of 1933, as amended,  for so long as
this Warrant (or any portion  hereof)  remains  outstanding,  and upon  exercise
thereof,  promptly  advise the Company's  transfer agent that the Warrant Shares
are freely  transferable  by the Holder and instruct the transfer agent to issue
the Warrant Shares without any restrictive legend.

         4. Charges,  Taxes and Expenses.  Issuance and delivery of certificates
for shares of Common Stock upon  exercise of this Warrant  shall be made without
charge to the Holder for any issue or transfer tax,  withholding  tax,  transfer
agent fee or other  incidental tax or expense in respect of the issuance of such
certificates,  all of which  taxes and  expenses  shall be paid by the  Company;
provided,  however,  that the Company shall not be required to pay any tax which
may be payable in respect of any transfer  involved in the  registration  of any
certificates  for  Warrant  Shares or  Warrants in a name other than that of the
Holder.  The Holder shall be  responsible  for all other tax liability  that may
arise as a result of holding or transferring  this Warrant or receiving  Warrant
Shares upon exercise hereof.

         5. No Fractional  Shares or Scrip. No fractional shares of Common Stock
are to be issued upon the exercise of this  Warrant,  but the Company will pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.


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<PAGE>

         6. Loss, Theft,  Destruction or Mutilation 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.

         7. 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.

         8.  Adjustments  of Exercise  Price and Number of Warrant  Shares.  The
number and kind of securities  purchasable upon the exercise of this Warrant and
the  Exercise  Price shall be subject to  adjustment  from time to time upon the
happening of any of the following.

                           In  case  the  Company  shall  (i)  declare  or pay a
                  dividend in shares of Common Stock or make a  distribution  in
                  shares of Common  Stock to holders of its  outstanding  Common
                  Stock, (ii) subdivide its outstanding  shares of Common Stock,
                  (iii)  combine its  outstanding  shares of Common Stock into a
                  smaller  number of shares  of Common  Stock or (iv)  issue any
                  shares  of its  capital  stock  in a  reclassification  of the
                  Common Stock,  then the number of Warrant  Shares  purchasable
                  upon exercise of this Warrant  immediately prior thereto shall
                  be  adjusted  so that the Holder  shall be entitled to receive
                  the kind and number of Warrant  Shares or other  securities of
                  the  Company  which the  Holder  would have owned or have been
                  entitled to receive had such Warrant been exercised in advance
                  thereof.  Upon each such  adjustment of the kind and number of
                  Warrant  Shares or other  securities  of the Company which are
                  purchasable hereunder, the Holder shall thereafter be entitled
                  to purchase the number of Warrant  Shares or other  securities
                  resulting  from such  adjustment at an Exercise Price per such
                  Warrant Share or other security  obtained by  multiplying  the
                  Exercise Price in effect  immediately prior to such adjustment
                  by the number of Warrant Shares  purchasable  pursuant  hereto
                  immediately  prior  to such  adjustment  and  dividing  by the
                  number of Warrant  Shares or other  securities  of the Company
                  resulting from such adjustment.

                           An  adjustment  made pursuant to this Section 8 shall
                  become effective  immediately after the effective date of such
                  event retroactive to the record date, if any, for such event.




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<PAGE>

                           9.  Notice  of  Adjustment.  Whenever  the  number of
                  Warrant  Shares  or  number  or kind of  securities  or  other
                  property  purchasable upon the exercise of this Warrant or the
                  Exercise  Price is  adjusted as herein  provided,  the Company
                  shall  promptly mail by registered or certified  mail,  return
                  receipt requested,  to the Holder notice of such adjustment or
                  adjustments  setting  forth the number of Warrant  Shares (and
                  other securities or property) purchasable upon the exercise of
                  this  Warrant and the Exercise  Price of such  Warrant  Shares
                  (and other  securities  or  property)  after such  adjustment,
                  setting forth a brief  statement of the facts  requiring  such
                  adjustment  and setting  forth the  computation  by which such
                  adjustment was made.

                           10. Cashless  Exercise Option.  So long as the Market
                  Price is greater  than the  Exercise  Price,  the Holder shall
                  have the right to elect to effect  exercises  of this  Warrant
                  through one or more  transactions of a type commonly  referred
                  to as a "cashless exercise." In the event of any such cashless
                  exercise,  in lieu of paying the applicable  Exercise Price in
                  cash,  the Holder may elect to receive,  upon exercise of this
                  Warrant and  delivery  to the  Company of a cashless  exercise
                  notice in the form  attached to this  Warrant,  that number of
                  Warrant Shares equal to the quotient obtained by multiplying X
                  times (A-B) and dividing the result by A, where:  A equals the
                  Market  Price on the date  immediately  preceding  the date of
                  exercise; B equals the Exercise Price per Warrant Share; and X
                  equals the number of Warrant Shares with respect to which this
                  Warrant  is being  exercised.  The  Company  shall  take  such
                  actions as are necessary and  appropriate  to facilitate  such
                  cashless exercise.

                           11.  Notices.   Any  notice  or  other  communication
                  required or permitted  hereunder shall be given in writing and
                  shall be deemed  effectively  given (a) upon personal delivery
                  to the person to be notified (b) five days after  deposit with
                  a domestic Post Office,  by registered  mail,  postage prepaid
                  and addressed to the person to be notified, (c) upon confirmed
                  transmission  by  electronic   facsimile  to  the  fax  number
                  specified for such person, (d) two business days after sent by
                  certified mail (first class, postage prepaid) and addressed to
                  the  person to be  notified  or (e) next day for  delivery  by
                  guaranteed  overnight  delivery,  which delivery is confirmed.
                  The addresses for such communications shall be with respect to
                  the  Holder  of  this  Warrant  or of  Warrant  Shares  issued
                  pursuant  hereto,  addressed  to such  Holder at its last know
                  address  or  facsimile  number  appearing  on the books of the
                  Company  maintained for such purposes,  or with respect to the
                  Company, addressed to:

                                    Arotech Corporation
                                    632 Broadway, Suite 1200
                                    New York, New York 10012
                                    Facsimile No.: (646) 654-2187
                                    Attn:   Yaakov Har-Oz, Vice President
                                            and General Counsel


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<PAGE>

or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other party hereto by
notice given in accordance with this Section.

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

         13.  Governing  Law. This Warrant shall be deemed to be a contract made
under the laws of the State of New York and for all  purposes  shall be governed
by and  construed  in  accordance  with the  laws of such  State  applicable  to
contracts to be made and performed entirely within such State.

         14. 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.

         15. Severability.  If any term,  provision,  covenant or restriction of
this Warrant is held by a court of competent jurisdiction to be invalid, void or
unenforceable,   the   remainder  of  the  terms,   provisions,   covenants  and
restrictions  of this Warrant shall remain in full force and effect and shall in
no way be affected, impaired or invalidated.

         16. Certain Definitions.

                  (i)  "Market  Price," as of any date,  (i) means the last sale
         price  for the  shares  of  Common  Stock  as  reported  on the  Nasdaq
         National/SmallCap  Market by Bloomberg Financial Markets  ("Bloomberg")
         for a Trading  Day, or (ii) if the Nasdaq  National/SmallCap  Market is
         not the principal  trading  market for the shares of Common Stock,  the
         reported  closing bid price  reported  by  Bloomberg  on the  principal
         trading  market for the Common Stock for a Trading Day, or, if there is
         no bid price,  the last sales price reported by Bloomberg for a Trading
         Day,  or (iii) if the  foregoing  do not apply,  the last sale price of
         such  security  in the  over-the-counter  market on the pink  sheets or
         bulletin  board for such  security  as reported  by  Bloomberg  for any
         Trading Day, or if no sale price is so reported for such security,  the
         last bid  price of such  security  as  reported  by  Bloomberg  for any
         Trading Day.

                  (ii)  "Trading  Day,"  means  any  business  day on which  the
         principal United States securities  exchange or trading market on which
         Common Stock is listed or traded and  reported by  Bloomberg  Financial
         Markets  (or a  comparable  reporting  service of  national  reputation
         selected  by  the  Company  and  reasonably   acceptable  if  Bloomberg
         Financial  Markets  is not then  reporting  closing  bid prices of such
         security) is open for trading.


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<PAGE>


         IN WITNESS  WHEREOF,  the Company has caused this  Warrant to be signed
and attested by its duly  authorized  officers  under its corporate  seal and is
dated the 4th day of February, 2004.



                                        AROTECH CORPORATION



__________________________              By: _______________________________
Witness                                     Name:
                                            Title:





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<PAGE>

                          [FORM OF EXERCISE AGREEMENT]

         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)


To:      AROTECH CORPORATION
         632 Broadway, Suite 1200
         New York, New York 10012
         Facsimile:  (646) 654-2187
         Attn:   Yaakov Har-Oz, Vice President and General Counsel


         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________ shares of the Common Stock of AROTECH  CORPORATION,  a corporation
organized under the laws of the State of Delaware (the "COMPANY"),  evidenced by
the attached  Warrant,  and herewith  makes  payment of the Exercise  Price with
respect  to such  shares in full,  all in  accordance  with the  conditions  and
provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

[]       The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC  TRANSFER"),  provided that such transfer
         agent  participates  in the  DTC  Fast  Automated  Securities  Transfer
         program.

[]       In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:


Dated:_________________                    _____________________________________
                                                  Signature of Holder

                                           _____________________________________
                                                  Name of Holder (Print)

                                                  Address:
                                           _____________________________________
                                           _____________________________________
                                           _____________________________________


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<PAGE>

                      [FORM OF CASHLESS EXERCISE AGREEMENT]

             (TO BE EXECUTED BY THE HOLDER UPON EXERCISE OF WARRANT
                     PURSUANT TO SECTION 10 OF THE WARRANT)


To:      AROTECH CORPORATION
         632 Broadway, Suite 1200
         New York, New York 10012
         Facsimile:  (646) 654-2187
         Attn:   Yaakov Har-Oz, Vice President and General Counsel


         The undersigned  hereby  irrevocably  elects a cashless exercise of the
right  to  purchase   _____________  shares  of  the  Common  Stock  of  AROTECH
CORPORATION,  a  corporation  organized  under the laws of the State of Delaware
(the "COMPANY"),  evidenced by the attached Warrant,  as provided for in Section
10 therein.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

[]       The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise Notice to the account of the undersigned or its nominee (which
         is  _________________)  with DTC through its Deposit  Withdrawal  Agent
         Commission System ("DTC  TRANSFER"),  provided that such transfer agent
         participates in the DTC Fast Automated Securities Transfer program.

[]       In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise  Notice by way of DTC Transfer,  the  undersigned  hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:_________________                    _____________________________________
                                                  Signature of Holder

                                           _____________________________________
                                                  Name of Holder (Print)

                                                  Address:
                                           _____________________________________
                                           _____________________________________
                                           _____________________________________



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<PAGE>

                              [FORM OF ASSIGNMENT]


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:


Name of Assignee                    Address                        No. of Shares
----------------                    -------                        -------------

, and hereby irrevocably constitutes and appoints_______________________________
as agent and  attorney-in-fact  to  transfer  said  Warrant  on the books of the
within-named corporation, with full power of substitution in the premises.


Dated: _____________________, ____

In the presence of

__________________

                                     Name: ____________________________

                                     Signature: _______________________
                                     Title of Signing Officer or Agent (if any):
                                               ________________________
                                     Address:  ________________________
                                               ________________________


                                     Note:   The above signature should
                                             correspond exactly with the name on
                                             the face of the within Warrant.


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