<DOCUMENT>
<TYPE>EX-4.8
<SEQUENCE>7
<FILENAME>ex4_8.txt
<DESCRIPTION>WARRANT AGREEMENT DATED JUNE 15, 2004
<TEXT>


                                                                     EXHIBIT 4.8

TAT Warrant Agreement


                                WARRANT AGREEMENT

THIS WARRANT  AGREEMENT (the  "Agreement"),  is made as of the 15th day of June,
2004 BY AND BETWEEN

(1)  TAT Technologies Ltd. ("TAT"), an Israeli public company,  whose shares are
     traded on Nasdaq; and

(2)  TA-TOP,  Limited Partnership  ("TATOP"), a limited partnership wholly owned
     by (x)  TA-TEK  Ltd.,  an Israeli  private  company,  wholly  owned by FIMI
     Opportunity Fund, L.P., a limited  partnership formed under the laws of the
     State  of  Delaware,  and by  (y)  FIMI  Israel  Opportunity  Fund  Limited
     Partnership, a limited partnership,  registered in Israel (the "Opportunity
     Fund").

WHEREAS

(a)  On the date hereof,  TAT and TATOP are entering  into (i) a Share  Purchase
     Agreement (the "SPA"),  pursuant to which TATOP shall purchase from TAT, at
     the Closing (as defined in the SPA) 857,143 Ordinary Shares of TAT, nominal
     value NIS 0.90 each,  and (ii) a Credit Line  Agreement  (the  "Credit Line
     Agreement"),  pursuant to which TATOP shall make  available to TAT a Credit
     Line (as defined  therein),  all subject to the terms and  conditions  more
     fully set forth therein.

(b)  In  connection  with the  foregoing,  TAT  agrees  to grant  TATOP,  at the
     Closing, a non-assignable Warrant (the "Warrant") to purchase up to 500,000
     Ordinary  Shares of TAT,  nominal  value NIS 0.90 per share  (the  "Warrant
     Shares"),  for an aggregate amount of US$ 4,250,000 (the "Warrant Amount"),
     all subject to the terms and conditions hereof.

Therefore,  in  consideration  of the  foregoing,  TAT and the TATOP,  for value
received, hereby agree as follows:

1.   Issue of Warrant.

1.1 General.  At the Closing (as defined in the SPA), TAT will authorize,  issue
and deliver to TATOP the Warrant to purchase the Warrant  Shares for the Warrant
Amount.

1.2 No Rights as  Shareholder.  Nothing  contained  in this  Agreement or in the
Warrant  shall,  prior to an  exercise  thereof,  as  stipulated  hereunder,  be
construed as  conferring  upon TATOP or its  Permitted  Transferees  (as defined
below) any rights as a shareholder of TAT,  including  (without  limitation) the
right to vote, receive  dividends,  consent or receive notices in respect of any
meeting  of  shareholders  for the  election  of  directors  of TAT or any other
matter.  For purposes of this  Agreement,  "Permitted  Transferees"  shall mean:
TATOP's  partners  or the  shareholders  or  partners  (as  applicable)  of such
partners, or any entity solely and irrevocably



<PAGE>

TAT Warrant Agreement

controlled by TA-TEK Ltd., FIMI 2001 Ltd. or by Mr. Ishay Davidi (for so long as
Mr. Davidi  remains the CEO or equivalent  position in  Opportunity  Fund or any
successor fund).

2.   Exercise; Exercise Price.

     (a) The  Exercise  Price  per  each  Warrant  Share  shall be  US$8.5  (the
"Exercise Price"), subject to the adjustments set forth below.

     (b) TATOP may exercise the Warrant, in whole or in part (provided that each
exercise shall be of at least 25,000  Warrant Shares (the "Minimum  Quantity")),
at any time and from time to time  (each,  an  "Exercise")  during the  Exercise
Period  (as  defined  in  Section 3 below)  by  delivering  a written  Notice of
Exercise  (the "Notice of Exercise")  to TAT,  specifying  the number of Warrant
Shares underlying the exercised  portion of the Warrant,  together with the full
payment in cash (to a bank  account  to be  designated  by TAT) of the  Exercise
Price  due  to  TAT  with  respect  to  such  Warrant   Shares  (the   "Exercise
Consideration"),  and the  Warrant  Certificate,  which in the case of a partial
exercise, will be replaced by a new Warrant Certificate, as more fully set forth
below. For purposes of this Agreement,  the date on which the Notice of Exercise
is delivered to TAT shall be referred to as the "Exercise Date".

     (c) Exercise on a Net-Issuance Basis.

In  lieu  of  payment  to TAT of the  Exercise  Consideration  as set  forth  in
subsection  (a) above,  TATOP may inform TAT in the Notice of  Exercise  that it
elects to  exercise  the Warrant on a  net-issuance  basis,  in which case,  the
Warrant shall be exercisable, in whole or in part (provided that "Y" below shall
not be less than the Minimum Quantity), at any time and from time to time during
the Exercise Period,  into the number of Warrant Shares  calculated  pursuant to
the formula set forth below.  In such notice,  TATOP will specify the amount for
which TATOP desires to exercise the Warrant.

Formula:

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

                     Where:

                     X =     the number of Warrant Shares to be issued to TATOP;
                     Y =     the number of Warrant Shares obtainable upon
                             exercise of the relevant
                             portion of the Warrant;
                     A       = the average closing price of an Ordinary
                             Share of TAT on Nasdaq over a thirty (30)
                             trading days preceding the exercise date;
                             and
                     B       = the Exercise Price of the Warrant Shares,
                             as adjusted pursuant to the provisions
                             contained herein.


                                        2

<PAGE>

TAT Warrant Agreement


3.  Exercise  Period.  TATOP may  exercise  part (but not less than the  Minimum
Quantity as set forth above) or all of the Warrant,  at any time,  and from time
to time, until the termination of the 66 month period commencing at the Closing.

4.   Warrant Shares.

     4.1 Reservation of Warrant Shares.  TAT represents that it will reserve and
at all times  keep  reserved,  so long as any  portion  of the  Warrant  remains
outstanding, out of its authorized share capital, such number of Ordinary Shares
as may be subject to purchase under the outstanding Warrant.

     4.2 Issue.  By no later than seven (7) business days following the Exercise
Date and (unless TATOP elects to exercise the Warrant on a  Net-Issuance  Basis)
payment of the Exercise Consideration as set forth in Section 2 above, TAT shall
issue and cause to be delivered to TATOP or, upon the written order of TATOP, to
any third party as TATOP may  designate,  a  certificate  or  certificates  (the
"Warrant Share  Certificate") of the number of full Warrant Shares so purchased,
together  with  cash,  as  provided  in  Section  5.6  hereof in  respect of any
fractional Warrant Shares otherwise  issuable upon such surrender.  Such Warrant
Shares, delivered upon Exercise, shall be duly authorized, validly issued, fully
paid and nonassessable,  shall not be subject to call,  forfeiture or preemptive
rights and shall be  delivered  free and clear of all  Encumbrances  (as defined
below).

The term  "Encumbrance"  means and includes any interest or equity of any person
(including  any  right  to  acquire,  option,  or right  of  preemption)  or any
mortgage,  charge,  pledge,  lien, or  assignment,  or any other  encumbrance or
security  interest or arrangement  of whatsoever  nature over or in the relevant
property.

Such Warrant Share Certificates shall be deemed to have been issued and any
person so designated to be named therein shall be deemed to have become a holder
of record of such securities as of the Exercise Date and payment of the Exercise
Consideration, to the extent applicable, notwithstanding that the Warrant Share
Certificates representing such securities shall not actually have been delivered
or that the stock transfer books of TAT shall then be closed. In the event of a
partial exercise of the Warrant at any time prior to the expiry of the Exercise
Period, a new certificate evidencing the remaining amount applicable to the
Warrant will be issued by TAT.

     4.3 Payment of Taxes. TAT will pay all stamp duty, if any,  attributable to
the issuance of the Warrant Shares.

5. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price
and/or the number and type of  securities  purchasable  upon the exercise of the
Warrant shall be subject to  adjustment  from time to time upon the happening of
certain events, as follows:

     5.1. Adjustments.

          5.1.1 If TAT subdivides or combines its Ordinary Shares,  the Exercise
               Price shall be proportionately reduced or increased, as


                                        3

<PAGE>


TAT Warrant Agreement


               applicable,  as at the  effective  date  of such  subdivision  or
               combination,  or if TAT fixes a record date for the purpose of so
               subdividing or combination,  as at such record date, whichever is
               earlier.

          5.1.2 If TAT at any time (i) makes a  distribution  of bonus shares or
               (ii) issues by  reclassification  of its  Ordinary  Shares  other
               securities of TAT, then the number of Warrant Shares  purchasable
               upon exercise of the Warrant  immediately  prior thereto shall be
               adjusted  so that TATOP shall be entitled to receive the kind and
               number  of  Warrant  Shares or other  securities  of TAT which it
               would  have  owned  or  would  have  been   entitled  to  receive
               immediately  after the occurrence of any of the events  described
               above,  had the Warrant been exercised  immediately  prior to the
               occurrence of such event or any record date with respect thereto.
               Any  adjustment  made  pursuant  to this  subsection  5.1.2 shall
               become  effective  immediately  after the effective  date of such
               event retroactive to the record date, if any, for such event. For
               the avoidance of doubt, if the  distribution or  reclassification
               is eventually  called-off,  the adjustment  made pursuant to this
               Section  shall  be  cancelled  as  of  the  announcement  of  the
               cancellation of such distribution or  reclassification.  Whenever
               the number of Warrant Shares purchasable upon the exercise of the
               Warrant is  adjusted,  as herein  provided,  the  Exercise  Price
               payable upon the  exercise of such  Warrant  shall be adjusted by
               multiplying  such  Exercise  Price   immediately  prior  to  such
               adjustment  by a fraction,  the  numerator  of which shall be the
               number of Warrant  Shares  purchasable  upon the  exercise of the
               Warrant immediately prior to such adjustment, and the denominator
               of which  shall be the  number of Warrant  Shares so  purchasable
               immediately thereafter.

          5.1.3 If at any time TAT shall distribute a dividend in liquidation or
               partial liquidation or by way of return of capital, or a dividend
               payable  out  of  earnings  or  surplus  legally   available  for
               dividends (each, a  "Distribution"),  the Exercise Price shall be
               reduced by an amount equal to the per-share distribution actually
               paid  by TAT  as of the  date  fixed  for  the  purpose  of  such
               Distribution;  provided,  however,  that if the  Distribution  is
               eventually  called  off,  the  adjustment  made  pursuant to this
               section shall be cancelled as of such announcement.

     5.2.  Merger;  Consolidation.  In the event that TAT  consolidates  with or
merge with or into another corporation or convey all or substantially all of its
assets to another  corporation or other entity,  then, in each such case, TATOP,
upon any exercise of this Warrant,  at any time after the  consummation  of such
consolidation,  merger, or conveyance,  shall be entitled to receive, in lieu of
the Warrant  Shares  receivable  upon the exercise of the Warrant  prior to such
consummation, the shares or


                                       4



<PAGE>


TAT Warrant Agreement


other  securities  or  property  to which it would have been  entitled  upon the
consummation of such consolidation, merger or conveyance if it had exercised the
Warrant immediately prior thereto, all subject to further adjustment as provided
in this Section, and the successor or purchasing  corporation or other entity in
such  consolidation,  merger or  conveyance  (if not TAT) shall duly execute and
deliver  to  TATOP a  supplement  hereto  acknowledging  such  corporation's  or
entity's  obligations under the Warrant; and in each such case, the terms of the
Warrant (including the exercisability and adjustment  provisions of the Warrant)
shall be  applicable to the shares or other  securities  or property  receivable
upon the exercise of the Warrant after the  consummation of such  consolidation,
merger or conveyance.

     5.3  No   Impairment.   TAT   will   not,   through   any   reorganization,
recapitalization,  transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action,  avoid or seek to avoid the
observance  or  performance  of any of the  terms to be  observed  or  performed
hereunder by TAT, but both parties will at all times in good faith assist in the
carrying out of all the  provisions  of this  Agreement and in the taking of all
such action as may be  necessary or  appropriate  in order to protect the rights
hereunder against impairment.

     5.4 No  Fractional  Shares.  No  fractional  shares  shall be  issued  upon
exercise of all or any portion of a Warrant, and the number of Warrant Shares to
be issued  shall be rounded to the nearest  whole share (with cash being paid by
TAT for any unissued fractional shares).

     5.5  Notice  of  Adjustment.  Upon the  occurrence  of each  adjustment  or
readjustment  of the Exercise Price or the number of Warrant Shares  pursuant to
this Section 5, TAT, at its expense,  shall promptly  compute such adjustment or
readjustment  in  accordance  with the terms  hereof and  prepare and furnish to
TATOP a certificate setting forth each adjustment or readjustment and showing in
detail the facts  upon  which such  adjustment  or  readjustment  is based.  The
certificate  shall also set forth (i) the Exercise  Price at the time in effect,
and (ii)  the  amount,  if any,  of other  property  which at the time  would be
received upon the conversion of the outstanding Warrant.

     5.6 Notices of Record Date or Payment  Date.  In the event of any taking by
TAT of a record of the  holders of any class of  securities  for the  purpose of
determining  the  holders  thereof  who are  entitled  to receive  any  dividend
(including a cash dividend) or other  distribution,  any right to subscribe for,
purchase or otherwise acquire any shares of any class or any other securities or
property, or to receive any other right, TAT shall mail to TATOP a notice, which
shall be sent  simultaneously with the notice sent to other shareholders of TAT,
specifying  the date on which any such record  and/or  scheduled  date of actual
payment,  if  determined,  is to be  taken  for the  purpose  of such  dividend,
distribution  or  right,   and  the  amount  and  character  of  such  dividend,
distribution or right.

6.   Miscellaneous.

     6.1.  Notices.  Any notice  pursuant to this  Agreement  by TAT or by TATOP
shall be in writing and shall be deemed to have been duly given (i) if given by


                                       5


<PAGE>


TAT Warrant Agreement


facsimile transmission (to the fax numbers set forth herein) on the business day
on which such  transmission is sent and confirmed,  or (ii) if given by mail (to
the addresses  set forth  herein),  two business days  following the date it was
sent.

Each  party may from time to time  change  the  address  or fax  number to which
notices to it are to be  delivered or mailed  hereunder by notice in  accordance
herewith to the other party.


Addresses and Facsimile Numbers:
--------------------------------

TA-TOP, Limited Partnership
c/o TA-TEK Ltd., its general partner
c/o FIMI 2001 Ltd.
"Rubinstein House"
37 Petach Tikva Road
Tel: 03-5652244
Fax: 03-5652245

With a copy to:
Sharon Amir, Adv.
Naschitz, Brandes & Co.
5 Tuval Street
Tel-Aviv 67897
Israel
Facsimile:  +972-3-623-5021

TAT: TAT Technologies Ltd.
Industrial Zone, Yasur, Gedera, 70700
PO Box. 80 (70750)
Facsimile Number: [                 ]

With a copy to: J. Zaltzman,
J. Zaltzman & Co.
6 Hahilazon Street, Ramat-Gan 52522
Facsimile: 03-6111801
Attn: Adv. Yossi Zaltzman

     6.2 Assignment;  Successors. Except as set forth below, TATOP may not sell,
assign  or  transfer  the  Warrant  or any  portion  or right  thereof.  Nothing
contained herein shall be construed as limiting,  in any way, the right of TATOP
to sell,  assign or  otherwise  transfer  the  Warrant  Shares,  subject  to the
provisions of applicable law.

Notwithstanding  the above, upon the liquidation or dissolution of TATOP,  TATOP
may transfer the Warrant to its Permitted  Transferees;  provided,  however that
FIMI 2001 Ltd. shall at all time continue to represent the Permitted Transferees
(as defined in Section 1.2 above), pursuant to an irrevocable power of attorney,
for all purposes of this



                                       6

<PAGE>


TAT Warrant Agreement


Agreement and the Warrant.

     6.3.  Governing Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Israel.  The parties hereto irrevocably
submit to the  exclusive  jurisdiction  of the courts of  Tel-Aviv in any action
connected with this Agreement.

     6.4.  Benefits  of this  Agreement.  Nothing  in this  Agreement  shall  be
construed  to give to any  person or  corporation  other  than TAT and TATOP any
legal or equitable right,  remedy or claim under this Agreement.  This Agreement
shall be for the sole and exclusive benefit of TAT and TATOP.

     6.5. Form of Warrant.  The text of the Non-Assignable  Warrant  Certificate
evidencing the Warrant (the "Warrant  Certificate")  and of the form of election
to purchase  Warrant  Shares  shall be  substantially  as set forth in Exhibit 1
attached hereto. The Exercise Price and,  accordingly,  number of Warrant Shares
issuable  upon  exercise  of the  Warrant  is  subject  to  adjustment  upon the
occurrence of certain events, all as herein provided.

     6.6. Warrant Certificate.

          6.6.1 Mutilated or Missing  Warrant.  In case the Warrant  Certificate
     shall be mutilated, lost, stolen or destroyed, TAT shall, at the request of
     the affected TATOP,  issue and deliver in exchange and substitution for and
     upon  cancellation  of  the  mutilated   certificate  or  in  lieu  of  and
     substitution  for  the  certificate  lost,  stolen  or  destroyed,   a  new
     non-assignable  Warrant  Certificate  representing  an equivalent  right or
     interest, but only upon receipt of evidence reasonably  satisfactory to TAT
     of such loss, theft or destruction of such Warrant Certificate.

          6.6.2 Entire Agreement; Amendment and Waiver.

     This Agreement and the Exhibits and Schedules hereto and thereto constitute
     the full and entire  understanding  and agreement  between the parties with
     regard  to  the  subject  matters  hereof.  All  prior  understandings  and
     agreements among the parties are void and of no further effect. Any term of
     this Agreement may be amended,  waived, or discharged (either prospectively
     or retroactively,  and either generally or in a particular instance),  by a
     written instrument signed by all the parties to this Agreement.









                                       7


<PAGE>


TAT Warrant Agreement


IN WITNESS  WHEREOF,  the parties have  executed  this  Agreement as of the date
first above written.



TAT Technologies Ltd.
By:    _______________________
Name:  _______________________
Title: _______________________



TA-TOP, Limited Partnership.


By: TA-TEK Ltd., its general partner
Name and Title:





                                       8



<PAGE>


TAT Warrant Agreement


EXHIBIT 1

Non-Assignable Warrant Certificate No. ________

WARRANT TO PURCHASE ORDINARY SHARES

VOID AFTER 5:00 p.m. ISRAEL TIME, ON [                ].


                              TAT Technologies Ltd.


INCORPORATED UNDER THE LAWS OF THE STATE OF ISRAEL

This  certifies  that,  for  value  received,  TATOP,  Limited  Partnership  the
registered   holder  hereof   ("TATOP"),   is  entitled  to  purchase  from  TAT
Technologies Ltd. ("TAT"), at any time during the Exercise Period (as defined in
the Warrant Agreement (the  "Agreement"))  commencing at 9.00 a.m., Israel Time,
on the first day of the  Exercise  Period and ending  before  5.00 p.m.,  Israel
Time, on the last day of the Exercise  Period,  500,000  Ordinary  Shares of TAT
(the "Warrant  Shares"),  at a purchase price per share of US$8.5 (the "Exercise
Price").  The number and type of  securities  purchasable  upon exercise of each
Warrant  evidenced  hereby and the Exercise Price shall be subject to adjustment
from time to time as set forth in the Agreement.

The terms of this Warrant are subject to the terms and  provisions  contained in
the Agreement.

The  Warrant  evidenced  hereby  may  be  exercised  in  whole  or  in  part  by
presentation of this Warrant Certificate with the Irrevocable Exercise Notice in
the form attached hereto,  duly executed (with a signature guarantee as provided
thereon) and, if not exercised on a  Net-Issuance  Basis as set forth in Section
2(b) of the Agreement, simultaneous payment of the Exercise Consideration at the
principal office of TAT. Payment of such Exercise Consideration shall be made at
the option of TATOP in cash or by bank check, in same day funds.

Upon any partial exercise of the Warrant evidenced hereby, there shall be signed
and issued, to TATOP, a new Warrant Certificate in respect of the balance of the
Warrant  Shares as to which the  Warrant  evidenced  hereby  shall not have been
exercised.  No  fractional  Ordinary  Shares will be issued upon the exercise of
rights to purchase  hereunder,  but TAT shall pay the cash value of any fraction
upon the exercise of one or more Warrant.

This Warrant is neither transferable nor assignable.



TAT Technologies Ltd.______

______________________________
ATTEST:_______________________


                                       9


<PAGE>


TAT Warrant Agreement


Dated: __________
TAT Technologies Ltd.
Industrial Zone
Yasur, Gedera, 70780                                 Via Fax: _______
(POBox 80/70750)                                            and Registered Mail

IRREVOCABLE EXERCISE NOTICE


TA-TOP, Limited Partnership,  hereby irrevocably elects to exercise the right of
purchase represented by the Non-Assignable Warrant Certificate with respect to


________ [Note: not less than 25,000] Ordinary Shares (the "Shares"),  with cash
payment equal to the Exercise  Price of US$8.5 per share/on a Net Issuance Basis
(Please delete the non-applicable option)


and requests that certificates for the Ordinary Shares be issued in the name of:

(name and address must be printed or typewritten)
_____________________________
 TA-TOP, Limited Partnership,
_____________________________
Address

and, if the Shares shall be less than the total  number of Ordinary  Shares that
TATOP  is  entitled  to  purchase  pursuant  to  this  Warrant,  a  new  Warrant
Certificate  shall be registered  for the balance of the Ordinary  Shares in the
name of the undersigned and delivered to the address stated below.

Dated:      __________________

 TA-TOP, Limited Partnership

(Please Print)
Address:______________________________
        ______________________________
Signature: ___________________________

Note: The above signature must correspond with the name as written upon the face
of  this  Warrant  Certificate  in  every  particular,   without  alteration  or
enlargement or any change whatever.

Signature Witnessed:




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</DOCUMENT>
