F-3









Exhibit 4.3 



	 	
THIS WARRANT AND THE ORDINARY SHARES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS.
THIS WARRANT AND THE ORDINARY 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 AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO B.O.S. BETTER ON-LINE
SOLUTIONS LTD. THAT SUCH REGISTRATION IS NOT REQUIRED.






Right to Purchase up to 73,052 Ordinary Shares of

B.O.S. Better On-Line Solutions Ltd. 

(subject to adjustment as provided herein) 




ORDINARY SHARES
PURCHASE WARRANT 



		
	No. _________________	Issue Date:  September 29, 2005







             B.O.S.
          BETTER ON-LINE SOLUTIONS LTD. a corporation incorporated under the laws of the
          State of Israel hereby certifies that, for value received, LAURUS MASTER FUND,
          LTD., or assigns (the “Holder”), is entitled, subject to the terms set
          forth below, to purchase from the Company (as defined herein) from and after the
          Issue Date of this Warrant and at any time or from time to time before 5:00
          p.m., New York time, through the close of business September 29, 2012 (the
          “Expiration Date”), up to 73,052 fully paid and nonassessable Ordinary
          Shares (as hereinafter defined), NIS 4.00 nominal value per share, at the
          applicable Exercise Price per share (as defined below). The number and character
          of such Ordinary Shares and the applicable Exercise Price per share are subject
          to adjustment as provided herein. 



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



		    (a)          The
term “Company” shall include B.O.S. Better On-Line Solutions Ltd.           and
any corporation which shall succeed, or assume the obligations of, B.O.S.
          Better On-Line Solutions Ltd. hereunder.  







		    (b)                The
term “Ordinary Shares” includes (i) the Company’s Ordinary
          Shares, nominal value NIS 4.00 per share; and (ii) any other securities into
          which or for which any of the securities described in (i) may be converted or
          exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
          of assets or otherwise.  







		    (c)           The
term “Other Securities” refers to any shares (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.  















		    (d)                 The
“Exercise Price” applicable under this Warrant shall be a price           of
$4.04 per Ordinary Share acquired hereunder.  







        Capitalized
terms used herein without definition shall have the meanings ascribed to such terms in
that certain Securities Purchase Agreement dated as of the date hereof between the
Borrower and the Holder. 



    1.        Exercise
of Warrant.  



	 	1.1 	Number
of Shares Issuable upon Exercise. From and after the date hereof through and
including the Expiration Date, the Holder shall be entitled to receive, upon exercise of
this Warrant in whole or in part, by delivery of an original or fax copy of an exercise
notice in the form attached hereto as Exhibit A (the “Exercise Notice”) and
payment in accordance with Section 2.2 below, Ordinary Shares of the Company (the “Warrant
Shares”), subject to adjustment pursuant to Section 4. This Warrant may be exercised
in whole or in part. 






	 	1.2 	Fair
Market Value. For purposes hereof, the "Fair Market Value" of an Ordinary Share as of
a particular date (the "Determination Date") shall mean: 






	 	(a) 	If
the Company’s Ordinary Shares are traded on the American Stock Exchange
               or another national exchange or are quoted on the National or SmallCap
Market of                The Nasdaq Stock Market, Inc.(“Nasdaq”), 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 are not traded on the American Stock
               Exchange or another national exchange or on the Nasdaq but is traded on
the NASD                OTC Bulletin Board, then the mean of the average of the closing
bid and asked                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                are
not publicly traded, then as the Holder and the Company agree or in the
               absence of agreement, by arbitration in accordance with the rules then in
effect                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.  






	 	(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 Articles of Association (the “Articles”),
then                all amounts to be payable per share to holders of the Ordinary Shares
pursuant                to the Articles 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 Articles, assuming for the
purposes of this clause (d)                that all of the Ordinary Shares then issuable
upon exercise of the Warrant are                outstanding at the Determination Date.  






2







	 	1.3 	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. 






	 	1.4 	Trustee
for Warrant Holders. In the event that a bank or trust company shall have been
appointed as trustee for the Holders of the Warrant 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.        Procedure
for Exercise.  



	 	2.1 	Delivery
of Share 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 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 in accordance herewith. As
soon as practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, 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, 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 the 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 share, together with any other shares or other securities and property
(including cash, where applicable) to which such Holder is entitled upon such exercise
pursuant to Section 1 or otherwise. 






3







	 	2.2 	Exercise.
(a) Payment may be made either (i) in cash, by wire transfer or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate Exercise
Price, (ii) by delivery of the Warrant, or Ordinary Shares receivable upon exercise of
the Warrant in accordance with Section (b) below, or (iii) by a combination of any of the
foregoing methods, for the number of Ordinary Shares specified in such Exercise Notice
(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. 






        (b)
          Notwithstanding any provisions herein to the contrary, if the Fair Market Value
          of one Ordinary Share is greater than the Exercise 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 exercised) by surrender of this
          Warrant at the principal office of the Company together with the properly
          endorsed Exercise Notice in which event the Company shall issue to the Holder a
          number 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 of the  Company's  Ordinary  Shares  (at the date of such

calculation)

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









    3.        Effect
of Reorganization, Etc.; Adjustment of Exercise Price.  



	 	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,
including the sale of substantially all of the Company’s outstanding share capital
to a corporate third party, in consideration for such third party’s securities, 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 shares 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. 






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, concurrently with any
distributions made to holders of its Ordinary Shares, shall at its expense deliver or
cause to be delivered to the Holder the shares and other securities and property
(including cash, where applicable) receivable by the Holder of the Warrant pursuant to
Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company
specified by the Holder and having its principal office in New York, NY as trustee for
the Holder of the Warrant (the “Trustee”). 






	 	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 shares
and 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 such shares or 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 transactions described in this Section 3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holders of the Warrant will be delivered to Holder or the Trustee as
contemplated by Section 3.2. 






    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 Exercise Price shall,           simultaneously with
the happening of such event, be adjusted by multiplying the           then Exercise 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 Exercise Price           then in effect.
The Exercise 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 increased or decreased, as the case may be, 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 Exercise Price that           would otherwise
(but for the provisions of this Section 4) be in effect, and (b)           the
denominator is the Exercise Price in effect on the date of such exercise.  



5







    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 Warrant,
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 Exercise 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 13 hereof).  



    6.        Reservation
of Shares, Etc., Issuable on Exercise of Warrant. The Company           will at all
times reserve and keep available, solely for issuance and delivery           on the
exercise of the Warrant, Ordinary Shares (or Other Securities) from time           to
time issuable on the exercise of the Warrant.  



    7.        Representations
and Warranties by the Holder. The Holder represents and           warrants to the
Company as follows:  



	 	7.1 	Holder
understands that the Warrant is being offered and sold pursuant to an exemption or
exemptions from registration requirements of Israeli and US Federal and state securities
laws and that the Company is relying upon the truth and accuracy of Holder’s
representations contained in that Securities Purchase Agreement of even date herewith,
including, without limitation, that the Holder is an “accredited investor”within
the meaning of Regulation D under the Securities Act of 1933. 






	 	7.2 	Holder
has substantial experience in evaluating and investing in private placement transactions
of securities in companies similar to the Company so that it is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to protect its own
interests. Holder is able to bear the economic risk of this investment. 






	 	7.3 	Holder
is acquiring the Warrant and the Ordinary Shares issuable upon exercise of the Warrant
for its own account for investment only, and not as a nominee or agent and not with a
view towards or for resale in connection with their distribution. 






6







    8.        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”) in whole           or in part. 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, which shall include, without
limitation, a legal opinion from the           Transferor’s counsel that such
transfer is exempt from the registration           requirements of 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 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 of           Ordinary Stock called for on the face or
faces of the Warrant so surrendered by           the Transferor.  



    9.        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.  



    10.        Registration
Rights. The Holder of this Warrant has been granted certain           registration
rights by the Company. These registration rights are set forth in a
          Registration Rights Agreement entered into by the Company and the Purchaser
          dated as of even date of this Warrant.  



    11.        Maximum
Exercise. Notwithstanding anything contained herein to the           contrary, the
Holder shall not be entitled to convert pursuant to the terms of           the Note or
the Warrant an amount that would (a) be convertible into that number           of
Ordinary Shares which, when added to the number of Ordinary Shares otherwise
          beneficially owned by such Holder including those issuable upon exercise of
          warrants of the Company held by such Holder would exceed 4.99% of the
          outstanding Ordinary Shares of the Company at the time of conversion or (b)
(ii)           exceed twenty five percent (25%) of the aggregate dollar trading volume of
the           Ordinary Share for the thirty (30) day trading period immediately preceding
          delivery of a Notice of Conversion to the Company. For the purposes of the
          immediately preceding sentence, beneficial ownership shall be determined in
          accordance with Section 13(d) of the Exchange Act and Regulation 13d-3
          thereunder. The conversion limitation described in this Section 11 shall
          automatically become null and void without any notice to Company upon the
          occurrence and during the continuance beyond any applicable grace period of an
          Event of Default, or upon 75 days prior notice to the Company, except that at
no           time shall the beneficial ownership exceed 19.99% of the borrower’s
          Ordinary Shares as of the date hereof. Notwithstanding anything contained
herein           to the contrary, the number of Ordinary Shares issuable by the Company
and           acquirable by the Holder pursuant to the terms of this Warrant and/or the
Note           issued by the Company to the Holder pursuant to this Securities Purchase
          Agreement, shall not exceed an aggregate of 1,270,720 of the Company’s
          Ordinary Shares, (subject to appropriate adjustment for stock splits, stock
          dividends, or other similar recapitalizations affecting the Ordinary Shares).
          Furthermore, Holder acknowledges and agrees that the Company (i) shall, on or
          before September 30, 2006, use its best efforts to solicit shareholder approval
          of the authorization and issuance of at least such amount of Ordinary Shares as
          would permit the Holder to acquire all of the Ordinary Shares issuable by the
          Company and acquirable by the Holder pursuant to the terms of this Warrant
          and/or the Note, provided however, that until such shareholder approval is
          granted, the Company shall not be required to issue an amount of Ordinary
Shares           pursuant to the Warrant and/or the Note, which exceeds in the aggregate,
625,000           Ordinary Shares.  



7







    12.        Rights
of Shareholders. No Holder shall be entitled, as a Warrant holder,           to vote
or receive dividends or be deemed the holder of the Ordinary Shares or           any
other securities of the Company, which may at any time be issuable upon the
          exercise of this Warrant for any purpose, nor shall anything contained herein
be           construed to confer upon the Holder, as such, any of the rights of a
shareholder           of the Company or any right to vote for the election of directors
or upon any           matter submitted to shareholders at any meeting thereof, or to give
or withhold           consent to any corporate action (whether upon any recapitalization,
issuance of           shares, reclassification of shares, change of nominal value,
consolidation,           merger, conveyance, or otherwise) or to receive notice of
meetings, or to           receive dividends or subscription rights or otherwise until the
Warrant shall           have been exercised and the Ordinary Shares issuable upon the
exercise hereof           shall have become deliverable, as provided herein.  



    13.        Warrant
Agent. The Company may, by written notice to each Holder of the           Warrant,
appoint an 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 8, and replacing this Warrant pursuant to
          Section 9, 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 agent.  



    14.        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.  



    15.        Notices,
Etc. All notices and other communications from the Company to           the Holder of
this Warrant shall be mailed by first class registered or           certified mail,
postage prepaid, at such address as may have been furnished to           the Company in
writing by such Holder or, until any such Holder furnishes to the           Company an
address, then to, and at the address of, the last Holder of this           Warrant who
has so furnished an address to the Company.  



    16.        Voluntary
Adjustment by the Company. The Company may at any time during           the term of
this Warrant reduce the then current Exercise Price to any amount           and for any
period of time deemed appropriate by the Board of Directors of the           Company.  



8







    17.        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 governed by and construed in accordance with the           laws of State
of New York without regard to principles of conflicts of laws. Any           action
brought concerning the transactions contemplated by this Warrant shall be
          brought only in the state courts of New York or in the federal courts located
in           the state of New York; provided, however, that the Holder may choose to
waive           this provision and bring an action outside the state of New York. The
Company           hereby agrees to submit to the jurisdiction of such courts and waive
trial by           jury. The prevailing party shall be entitled to recover from the other
party its           reasonable attorney’s fees and costs. In the event that any
provision of           this Warrant is invalid or unenforceable under any applicable
statute or rule of           law, then such provision shall be deemed inoperative to the
extent that it may           conflict therewith and shall be deemed modified to conform
with such statute or           rule of law. Any such provision which may prove invalid or
unenforceable under           any law shall not affect the validity or enforceability of
any other provision           of this Warrant. 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. Each of
the Company and           the Holder acknowledges that its legal counsel participated in
the preparation           of this Warrant and, therefore, stipulates that the rule of
construction that           ambiguities are to be resolved against the drafting party
shall not be applied           in the interpretation of this Warrant to favor any party
against the other           party.  





[BALANCE OF PAGE
INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS.] 



9







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



			B.O.S. BETTER ON-LINE SOLUTIONS LTD.



BY: 
——————————————

Name:     Adiv Baruch
Title:      CEO







			


BY: 
——————————————

Name:  Nehemia Kaufman
Title:         CFO






10








EXHIBIT A 


FORM OF SUBSCRIPTION

(To Be Signed Only On Exercise Of Warrant) 




	TO:  	B.O.S.
Better On-Line Solutions Ltd.








	 	         Attention: 	Chief
Financial Officer






        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 Exercise  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 2.2, 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 hHolder as 

specified on the face of the Warrant)



Address: ____________________________________

                ____________________________________






A-1










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 SHARES OF ORDINARY SHARES OF B.O.S. BETTER ON-LINE SOLUTIONS
LTD. INTO 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 B.O.S. BETTER ON-LINE SOLUTIONS LTD. WITH FULL POWER OF SUBSTITUTION IN
THE PREMISES. 





	Transferees
	Address
	Percentage
Transferred
	Number Transferred

	  	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	 	 	 	 
	
		
		
		
	
				
	 	 	 	 	 	 	 	 	 	 	 	 
	
		
		
		
	
				
	 	 	 
	
		
		
		
	





	DATED: _______________________________ 
	_____________________________________________

(SIGNATURE MUST CONFORM TO NAME OF 
HOLDER AS
SPECIFIED ON THE FACE OF 
THE WARRANT)



ADDRESS: ____________________________________

                ____________________________________ 







B-1







	 	 	SIGNED IN THE PRESENCE OF:



——————————————

(NAME) 







	ACCEPTED AND AGREED:
[TRANSFEREE]


 ——————————————

(NAME) 	  










2