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<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>c27012_ex99-2.txt
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                      B.O.S. BETTER ON-LINE SOLUTIONS LTD.


BOS BOARD APPROVES TRANSACTION WITH CATALYST FOR THE PURCHASE OF SURF SHARES

                                                           FOR IMMEDIATE RELEASE

TERADYON,  ISRAEL - January  12, 2003 - B.O.S.  Better  On-Line  Solutions  Ltd.
("BOS" or the "Company")  (NASDAQ:  BOSC, TASE: BOS) announced today that at the
Company's  Board of Directors'  meeting held January 9, 2003, the Board approved
the contemplated  transaction with Catalyst Investments,  L.P. ("Catalyst"),  in
relation to which a term sheet was signed in late November 2002, under which the
Company shall  purchase most of Catalyst's  shares in Surf  Communications  Ltd.
("Surf"),  and in  exchange  it will  issue and  allocate  19.9% of its  current
outstanding shares to Catalyst (as a result of which Catalyst will hold 16.6% of
the  outstanding  BOS shares,  after the issuance).  BOS shall have an option to
purchase the remaining  Catalyst shares in Surf and until such purchase shall be
granted  voting  rights in these Surf shares,  in addition to being  entitled to
profits resulting from the sale of these shares to a third party.  Since signing
the term sheet the Company has conducted due diligence investigations,  received
reports  regarding  the  valuation  of Surf  and of BOS,  as well as a  fairness
opinion from Prof. Aharon Ofer, a professor at the Tel-Aviv  University Graduate
School  of  Business,  according  to which  the  transaction  is fair to the BOS
shareholders.

At the Board meeting it was also resolved to appoint two  additional  members to
the Board, Messrs. Elon Littwitz and Yoav Navon:

MR.  ELON   LITTWITZ,   50,  is   currently   self-employed   in  the  field  of
telecommunications  and enterprise  networking  entrepreneurship and consulting.
From  2001 to 2002 he  served  as  President  and  from  1999 to 2000 as CEO and
Chairman of Trellis Photonics,  a company that he founded that developed optical
switching technology for the telecommunication  market. From 1998 to 1999 he was
self-employed and a consultant to startup companies. From 1993 to 1996 he served
as Co-President of Ornet Data Communication,  a company that he co-founded, that
developed  and marketed LAN  switches.  The company was sold in 1995 to Siemens.
From 1989 to 1992 he served as Product  Line  Manager and Chief  Engineer in the
research and  development  department of Fibronics Inc. From 1984-1989 he served
as research and development engineer and project manager for Fibronics Inc. From
1979-1984  he served as research  and  development  engineer  for Elbit Ltd. Mr.
Littwitz  holds  Master of Science and  Bachelors  of Science  degrees  from the
Technion-Israel  Institute  of  Technology  (the  "Technion")  and a  Master  in
Business Administration degree from the Hebrew University.

YOAV  NAVON,  51, is an  independent  consultant  with  management  and Board of
Directors' positions for several companies, for the past 12 years. Since 1993 he
is the Vice Chairman of Tuffy  Associates  Corp.,  an Ohio, USA, based franchise
company with 450 car-service centers in the U.S. Between 1998 and 2000 he served
as the  Chairman of the Board of John Bryce  Systems & Training  Ltd.,  Israel's
leading group for IT Training,  e-learning  and ERP  projects.  Between 1996 and
1999 he  served as  Chairman  of the Board of  Tzabar  Ltd.  (traded  on TASE) -
Israel's  largest  internal  tourism  operator,  and to-date he is still a board
member. Between 1994 and 2001 he served as the COO & VP Business Development for
ICTS International  N.V. (Nasdaq:  ICTS) - an Amsterdam,  Holland,  based public
company - a world leading provider of Security & Passenger Handling services for
airlines and airports,  employing about 14,000 people and operating in more than
100 U.S.  and  European  airports.  Since 1999 to-date he is the Chairman of the
Board of Techimage  Ltd., a software  development  company,  specializing  in 3D
Pattern Recognition and Facial Animation applications for the Security


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                                     - 2 -


(Biometrics),  Entertainment and Mobile Telephony industries. Mr. Navon holds an
engineering degree from the Tel-Aviv University.

Additionally,  the Board resolved that at a special meeting of shareholders,  to
be held in  mid-February,  it would  recommend to the  shareholders  to nominate
Prof.  Adi Raveh as an external  director,  due to the  resignation  letter sent
earlier  the same  day by Mr.  Benjamin  Giloh,  one of the  Company's  external
directors.  Mr. Giloh, who has been serving as an external  director since April
2001,  explained that his new senior  position  employment will prevent him from
being able to devote the necessary time as a director of the Company.

PROF. ADI RAVEH,  55, is a professor and head of the B.A.  Program at the School
of Business Administration,  Hebrew University,  Jerusalem. Since 1998 he served
as an external  director at Clal Insurance  Company Ltd. Since 2002 he served as
the Chairman of the Board of Jerusalem Capital Markets Underwriting  limited. He
also serves as a director of Meitav - a Mutual Funds  Management  company (since
1995),  and as a director of Peilim - a Portfolio  Management  company - part of
Bank Hapoalim Group (since 1996). Since 1992 he is a director who represents the
Hebrew  University  at  Hi-Tech  -  a  Technology  Entrepreneurship  located  at
Har-Hahotzvim,  Jerusalem. Prof. Raveh also serves as a director of two start-up
companies:  A.D.M  (Advanced  Dialysis  Methods Ltd.) and Virtouch Ltd.  Between
1994-1999 he served as a director and a member of the executive committee of the
Bank of  Jerusalem,  Ltd.  Between  1996-1998 he served as a member of an ad-hoc
committee of the Council of Higher  Education.  In 1999 he served as a member of
the Budget Committee for Research at the Israel Science Foundation.  Prof. Raveh
holds a  Ph.D.  from  the  Hebrew  University.  He is the  author  of  about  50
professional  publications,  was a visiting  professor  at Stanford  University,
Columbia  University  and Baruch  College,  N.Y.,  and has  received a number of
grants and honors.

It was further resolved that at the special meeting of shareholders,  additional
items on the agenda will include : approval of compensation and stock options to
the  Company's  directors,  and  approval  of  indemnification  letters  for the
Company's directors. Furthermore, at the request of shareholders of the Company,
the agenda will include  nomination  of  additional  directors,  and the review,
discussion and consideration of the recently approved transaction with Catalyst.

ABOUT B.O.S.

B.O.S.' activities include the continuing business operations described below:

BOScom,   a  wholly   owned   subsidiary,   develops,   produces   and   markets
value-enhancing  communication  and  networking  products for  enterprises.  The
Company's IP Telephony division provides  innovative,  telephony  solutions that
leverage a corporation's existing equipment infrastructure. The Company's legacy
division offers  solutions for IBM  mid-range-to-PC  and LAN  connectivity,  and
printing solutions that are operating system independent.

Surf  Communication  Solutions,  an  affiliated  company,  develops and supplies
software-based access solutions that are integrated into manufacturers' original
equipment  in  the  telecommunications,   data  communications,  telephony,  and
consumer electronics industries.  Surf has some high-profile strategic investors
which include:  Intel,  Motorola and Texas Instruments,  and the Israeli venture
funds Pitango, Giza, Sadot and Catalyst.




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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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