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<TYPE>EX-99
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<FILENAME>c28421_ex99.txt
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                     B.O.S. - BETTER ON-LINE SOLUTIONS LTD.

BOS SHAREHOLDERS APPROVE A 4:1 REVERSE SPLIT EFFECTIVE MAY 29, 2003

Teradyon, Israel - May 22, 2003 - B.O.S. Better On-Line Solutions Ltd. ("BOS" or
the "Company")  (NASDAQ:BOSC,  TASE:BOS)  announced  today that at the Company's
Annual General Meeting of Shareholders held today, all proposed resolutions were
passed (with the exception of the  reduction of the maximum  number of directors
to 9, and the amendment of the Articles of Association accordingly), including a
reverse  stock split with a ratio of 1:4.

The record date for the reverse split is May 28, 2003 and the reverse split will
become  effective  upon the opening of the market on May 29, 2003. No fractional
shares will be issued as a result of the reverse-split.  Instead, all fractional
shares  which are  one-half  share or more will be  increased to the next higher
whole number of shares and all  fractional  shares which are which are less than
one-half share will be decreased to the next lower whole number of shares. As of
May 22, 2003,  there were 15,238,156  Ordinary Shares  outstanding and after the
reverse split there will be approximately 3,809,539 Ordinary Shares outstanding.
The  exchange  agent for the reverse  split is American  Stock  Transfer & Trust
Company,  59 Maiden  Lane,  New  York,  NY 10038  (tel:  (800)  937-5449).  Once
effective,  the post-split shares will trade on the Nasdaq National Market under
the symbol  "BOSCD"  for twenty  (20)  trading  days,  at which time the trading
symbol will revert to "BOSC".

Additionally,  at the  meeting,  in  addition  to the  directors  listed  in the
Company's  proxy  statement,  two  additional  directors  were  elected  to  the
Company's  Board  of  Directors,  Messrs.  Ronen  Zavlik  and  Jacob  Tenenboem.
Therefore,  in addition to the  reelection of three  incumbent  directors to the
Board (Mr.  Zvi  Greengold,  Mr.  Israel Gal and Mr.  Eli  Ben-Mayor),  five new
directors were  appointed - Mr. Yair Shamir,  Mr.  Edouard  Cukierman,  Mr. Boaz
Harel, Mr. Ronen Zavlik and Mr. Jacob Tenenboem.

MR. YAIR SHAMIR,  58, is the Chairman of the Catalyst Fund since 1999. He served
as VCON Communication Chief Executive Officer and Director since 1997. From 1995
to 1997,  Mr.  Shamir  served  as  Executive  Vice  President  of the  Challenge
Fund-Etgar  L.P., an Israeli  venture capital firm. From 1993 to 1995, he served
as Chief  Executive  Officer  of Elite Food  Industries  Ltd.,  one of  Israel's
largest  branded  food  product  companies.  From  1988 to 1993,  he  served  as
Executive  Vice  President  and General  Manager of Scitex  Corporation  Ltd., a
leading  supplier of computer  graphic  systems.  From 1963 to 1988,  Mr. Shamir
served in the Israeli Air Force as a pilot and commander. During his term in the
Air  Force,  he  attained  the rank of  colonel  and the  served  as head of the
Electronics Department, the highest professional electronics position within the
Air Force. Mr. Shamir currently serves as a director of several public companies
listed on the NASDAQ including,  Orckit  Communications Ltd, Mercury Interactive
Corporation  and DSP Group  Corporation  as well as  serving  as a  director  of
several private  companies.  Mr. Shamir is the Chairman of The Catalyst Fund, an
Israel-based  venture capital fund investing in late-stage  companies  mainly in
the high technology  sector.  Mr Shamir holds a B.Sc. in Electronic  Engineering
from the Technion - Israel Institute of Technology.

MR. EDOUARD  CUKIERMAN,  38, is the Chairman of Cukierman & Co. Investment House
and CEO of the Catalyst  Fund. He served until March 2000 as General  Manager of
Astra  Technological  Investment  Ltd.,  the first Israeli firm listed in Paris.
Edouard Cukierman is on the board of numerous High-Tech companies including VCON
and MTI. He is also a board member of Lamina  Technologies  in  Switzerland,  of
Compagnie  Financiere  Otto in  Paris,  a French  investment  house and the Vice
Chairman of Citec Environnement in France. In addition,  Mr. Cukierman is on the
board of Sar-El, an Israeli Defense Forces volunteer organization. Mr. Cukierman
holds an M.B.A. from INSEAD, Fontainebleau, France and a B.Sc. from the Technion
- Israel Institute of Technology.

MR. BOAZ HAREL,  39,  serves as the managing  partner in  Catalyst,  bringing 14
years of management  experience in various  industries  including hi-tech to the
Catalyst  management  team.  From January  1993 until June 1997,  Boaz served as
President  and CEO of Leedan  Holdings,  a holding  company with major stakes in
approximately  25  companies.  From June 1996 until  January  2001, he worked in
Leedan's NY office in order to develop the business  activities  of the group in
the U.S.. Mr. Harel oversaw acquisitions


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


and new  investments,  and  developed  a  reputation  as a  company  turn-around
specialist.  In January  1990,  he  established  Mashik-  Research & Systems for
Business  Development  Ltd.,  a  consulting  firm  consisting  of 40  management
consultants and industrial engineers.  Mr. Harel holds a B.Sc. in Industrial and
Management Engineering from the Technion - Israel Institute of Technology.

MR. RONEN ZAVLIK, 42, is a partner in the CPA firm of Greenberg-Zavlik, which he
founded in 1987. His firm provides a wide range of audit,  tax  consultancy  and
CFO  services,  mainly  to  technology-focused  companies.  He  holds a B.A.  in
Accountancy and Business Management from the College of Management in Tel-Aviv.

MR.  JACOB  TENENBOEM,  45, is the founder and CEO of I.T.  Net  Investments,  a
privately  held  investment  company with 10  investments in Israeli and US high
tech  companies.  He has  over  twenty  years  of  experience  in  the IT  arena
worldwide,   which   includes   extensive   experience  in  M&A   activities  in
approximately 20 companies. Tenenboem has served in various management positions
in several private and public companies, among them Formula Systems (1985) Ltd.,
Sintec  Advanced  Technologies,  Aman  Computers,  Malal Group,  Mainsoft  Inc.,
Noyotec Ltd.,  Sabratech  Ltd. And Magic  Software Ltd.. He has and continues to
serve on the board of directors of several companies. Tenenboem holds a B.Sc. in
Management and Industrial Engineering from Tel-Aviv University.

Two of our directors,  Messrs. Yoav Navon and Elon Littwitz, have ceased serving
on the Company's Board.

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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