<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>c26280_ex99-1.txt
<TEXT>

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

B.O.S. BETTER ON-LINE SOLUTIONS LTD. ANNOUNCES SIGNATURE OF TERM SHEET REGARDING
SURF SHARES


B.O.S WILL BECOME THE LARGEST SHAREHOLDER IN SURF.
IN EXCHANGE, B.O.S WILL ISSUE AND ALLOCATE 19.9% OF ITS SHARES TO CATALYST


TERADYON,  ISRAEL - November 28 - B.O.S.  Better  On-line  Solutions  Ltd.  (the
"Company" or "B.O.S.")  (NASDAQ:  BOSC, TASE: BOS) announced today that BOS. and
Catalyst have signed a term sheet, specifying the exchange of shares of Surf and
BOS.  The final  agreement  is  subject  to board  approvals.  According  to the
agreement,  Catalyst  will  transfer  most of its  shares in Surf to  B.O.S.  In
addition,  B.O.S. shall have an option to purchase the remaining Catalyst shares
in Surf in 3 years  (1.1.2006).  During this period B.O.S.  shall be entitled to
profits  resulting from the sale of the remaining  Catalyst  shares.  The voting
rights in these Surf shares will be  transferred to B.O.S.  In exchange,  B.O.S.
will  issue  and  allocate  19.9% of its  shares to  Catalyst  (16.7% on a fully
diluted basis).

The transaction is subject among other conditions,  to the signing of definitive
agreements,  satisfactory  due diligence,  the receipt of a fairness opinion and
the non exercise of first refusal rights.

Surf  Communications  Ltd. is a leading developer and supplier of software based
Access solutions that provide enabling technology to OEM systems, providing data
modem, fax and voice services over Packet Telephony networks.

In November  2001,  Surf  completed a financing  round of $22 Million with a $48
Million post money valuation.  Surf has some high - profile strategic  investors
which include: Intel, Motorola and Texas Instruments.  The Israeli venture funds
that  participated in this financing round included:  Pitango,  Giza,  Sadot and
Catalyst.

ISRAEL GAL, CEO of B.O.S.  has stated:  "Our  investment in Surf is strategic to
BOS.  and  reflects the  Company's  policy to focus on its core  business in the
field of IP  Telephony.  This  agreement  will  enable us to better  realize the
benefits  arising  out of the  synergy  existing  between  the Surf  and  B.O.S.
technologies.  In addition, in accordance with the terms of the deal, B.O.S. may
realize gains if and when there will be an exit event of the Surf investment, as
a result of an option clause in the  agreement,  which  provides B.O.S with gain
resulting  from the sale of Surf shares that B.O.S is not yet holding,  and that
it is entitled to purchase from Catalyst, by January 2006..

With the  completion of the  transaction  with  Catalyst,  B.O.S will become the
largest  shareholder  in Surf  with an  equity  interest  of close  to 18%,  and
exceeding 20% after the full exercise of all its rights".

ABOUT B.O.S.

B.O.S.,  publicly traded on Nasdaq and the Tel-Aviv Stock Exchange,  provides IP
telephony  solutions,  which  are  aimed at call  centers  and  small to  medium
enterprises. In addition, the company provides connectivity solutions for IBM as
well as  printing  solutions  for various  platforms.  The  ownership  of BOS is
divided among the public,  Israel and Yael Gal, the Dovrat  Group,  the Wertheim
Group, Jacob and Miran Lee and the employees.


<PAGE>


ABOUT CATALYST

Catalyst,  an Israeli  Venture  Capital Fund that  invests in mature  companies,
private or public, was founded by Cukierman & Co. Investment House Ltd., leading
in European investments in Israel.

The Investment House has raised for Israeli companies  approximately 300 Million
Euro from European investors

The Fund  commenced  its  operation  in mid 2000 and it is  jointly  managed  by
Edouard Cukierman and Boaz Harel. Its Chairman is Yair Shamir.

Catalyst's  investors  include:  HSBC,  ABN AMRO Bank, the OTTO Group as well as
Israel's  Union  bank.  The Fund  raised  US$40  Million  and has  invested in 9
portfolio  companies.  Most of its  funds  are  liquid  and are  intended  to be
invested within the next 2 years.

For further information, please contact Mr. Noam Yellin, at Tel. +972-3-527-4949
nyellin@netvision.net.il.

BOS Websites: www.bosweb.com  and www.boscom.com .

THE FORWARD-LOOKING  STATEMENTS  CONTAINED HEREIN REFLECT  MANAGEMENT'S  CURRENT
VIEWS  WITH  RESPECT  TO  FUTURE   EVENTS  AND  FINANCIAL   PERFORMANCE.   THESE
FORWARD-LOOKING  STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES  THAT
COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THE

FORWARD-LOOKING  STATEMENTS,  ALL OF WHICH ARE  DIFFICULT TO PREDICT AND MANY OF
WHICH ARE BEYOND THE CONTROL OF BOS, INCLUDING,  BUT NOT LIMITED TO, THOSE RISKS
AND UNCERTAINTIES DETAILED IN BOS' PERIODIC REPORTS AND REGISTRATION  STATEMENTS
FILED WITH THE U.S. SECURITIES EXCHANGE COMMISSION.

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