<DOCUMENT>
<TYPE>EX-99.II
<SEQUENCE>4
<FILENAME>c27765_ex99-ii.txt
<TEXT>

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

         BOS GRANTED TEMPORARY NASDAQ LISTING QUALIFICATIONS EXCEPTION

Teradyon,  Israel - April 2, 2003 - B.O.S.  Better On-Line Solutions Ltd. ("BOS"
or the  "Company")  (NASDAQ:BOSC,  TASE:BOS)  announced  today  that the  Nasdaq
Listing   Qualifications  Panel  has  granted  it  a  temporary  exception  from
compliance with certain Nasdaq National Market requirements.

       BOS had previously  announced that it had received notice from the Nasdaq
Stock Market that its ordinary  shares were subject to delisting from the Nasdaq
National Market for failure to meet Nasdaq's minimum bid price and shareholders'
equity  requirements for continued listing on the National Market. BOS requested
a hearing, which was held on February 13, 2003.

       As a result of the hearing and supplemental  information presented to the
Panel by BOS, the Panel, in a letter dated March 31, 2003,  advised BOS that the
Panel was of the opinion that the Company had  presented a definitive  plan that
will  enable it to  evidence  compliance  with all  requirements  for  continued
listing on The Nasdaq National Market within a reasonable  period of time and to
sustain compliance with those requirements over the long term. Accordingly,  the
Panel  determined  to continue the listing of the  Company's  securities  on the
Nasdaq National Market pursuant to the following exception:

1.     On or before April 11, 2003, the Company must file a proxy statement with
       the SEC and Nasdaq evidencing its intent to seek shareholder approval for
       a  reverse  stock  split  sufficient  to  satisfy  the  $1.00  bid  price
       requirement;

2.     In addition,  on or before April 11, 2003, the Company must make a public
       filing  with the SEC and  Nasdaq  evidencing  shareholders'  equity of at
       least $10,000,000.  The filing must contain a balance sheet no older than
       45 days including pro forma  adjustments  for any  significant  events or
       transactions occurring on or before the filing date;

3.     On or  before  May 15,  2003,  the  Company  must file a Form 6-K for the
       quarter  ending  March  31,  2003  with  the  SEC and  Nasdaq  evidencing
       shareholders' equity of at least $10,000,000; and

4.     On or before June 2, 2003,  the Company  must  demonstrate  a closing bid
       price of at least $1.00 per share;  immediately  thereafter,  the Company
       must  evidence  a  closing  bid  price of at least  $1.00 per share for a
       minimum of ten consecutive trading days.

ABOUT BOS

Through its wholly owned subsidiary,  BOScom, the Company develops, produces and
markets    technologically    complex,    multi-functional,     cross-enterprise
communication and networking products.  Marketed under the BOSaNOVA brand, these
products are renowned for their simplicity of use, quality, and reliability. The
IP  Telephony  line  offers  innovative  convergence  migration  solutions  that
leverage a  corporation's  existing  equipment  infrastructure.  The legacy line
provides   solutions  for  IBM  midrange-to-PC  and  LAN  connectivity  and  GUI
emulation, and printing solutions that are operating system-independent.

BOS was  established  in 1990 and became a public  company  traded on the NASDAQ
National Market in 1996 (Nasdaq:BOSC),  and on the Tel Aviv Stock Market in 2002
(TASE:BOS).

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

Please visit our website, http://www.boscorporate.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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