<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>c27156_ex99-2.txt
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                      B.O.S. BETTER ONLINE SOLUTIONS LTD.

                                                           FOR IMMEDIATE RELEASE

B.O.S.  ANNOUNCES GREEN LIGHT FOR COMPLETING  TRANSACTION  WITH CATALYST FOR THE
PURCHASE OF SURF SHARES.

Teradyon,  Israel - February 11, 2003 - B.O.S.  Better  On-Line  Solutions  Ltd.
("BOS" or the "Company")  (NASDAQ:BOSC,  TASE:BOS) announced today the execution
of a settlement  agreement,  paving the way for the  transaction  with  Catalyst
Investments, L.P. (the "Transaction"), to be completed.

On January 9, 2003, the Company's Board of Directors  approved the  Transaction,
the details of which were previously disclosed in the Company's press release of
January 12, 2003 and the Company's recently published proxy statement.  Pursuant
to the Transaction  agreements,  Catalyst will be issued BOS shares, in exchange
for the sale of most of its Surf shares to BOS,  and will thus hold 16.6% of the
outstanding BOS shares, after the issuance.  Upon completion of the transaction,
the Company will become the largest shareholder in Surf.

On January  14,  2003,  certain  shareholders  filed suit  against  the  Company
demanding that a  shareholders  meeting be convened and requesting a declaratory
judgement that the  transaction is subject to  shareholder  approval.  The court
issued a temporary  restraining  order,  EX PARTE,  prohibiting the Company from
signing the transaction agreements and closing the deal, and scheduled a hearing
in the presence of all parties.  The Company's position was and remains that the
shareholders lack voting authority with regard to the Transaction.

The settlement  agreement reached between the parties provides for the dismissal
of the lawsuit,  so that the Transaction  will be executed  without the need for
shareholder  approval.  Under  the  settlement  agreement,   Catalyst  shall  be
prohibited, until February 1, 2005, from entering into a voting agreement of any
kind,  with other  shareholders  of the  Company,  unless some of the  plaintiff
shareholders  enter  into  voting  agreements  of their own.  Catalyst  has also
represented  that it is purchasing  the BOS shares for  investment  purposes and
will be prohibited  from selling its shares until  February 1, 2006,  subject to
certain agreed-upon exceptions.  The settlement agreement also provides Catalyst
with the same  registration  rights with regard to the purchased shares, as some
of the plaintiff  shareholders received when they invested in the Company in May
2000. Furthermore, all parties have waived claims against each other and against
the  directors of the Company,  with regard to the  Transaction,  as well as any
claims  against  Orwer Ltd.  and/or Mr.  Aviram  Wertheim,  with relation to the
private  placement  between the Company and Orwer Ltd., which did not take place
despite the authorization given by the shareholders at the last annual meeting.

"We strongly believe that the Transaction is beneficial to the Company,  and our
investment in Surf  reflects the Company's  policy to focus on its core business
in  the  field  of IP  Telephony.  We  also  anticipate  a  productive  business
relationship with our new shareholder,  Catalyst Investments, L.P., who has much
to contribute to our Company", said Mr. Israel Gal, the CEO of BOS.

<PAGE>

                       B.O.S. BETTER ONLINE SOLUTIONS LTD.

ABOUT B.O.S.

Through its wholly owned subsidiary,  BOSCOM, the Company develops, produces and
markets    operationally    essential,    multi-functional,     cross-enterprise
communication and networking  products.  BOScom's IP Telephony division provides
innovative, telephony solutions that leverage a corporation's existing equipment
infrastructure.   The  BOScom's  legacy   division  offers   solutions  for  IBM
mid-range-to-PC and LAN connectivity,  and printing solutions that are operating
system independent.

B.O.S.  was established in 1990 and became a public company traded on the Nasdaq
Stock Market in 1996 (Nasdaq:BOSC).  A new analyst report was recently published
on Bloomberg, the highlights of which can be viewed on Bloomberg under BOSC.

SURF  Communications   Ltd.,  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.


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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