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<SEC-DOCUMENT>0000950120-03-000299.txt : 20030519
<SEC-HEADER>0000950120-03-000299.hdr.sgml : 20030519
<ACCEPTANCE-DATETIME>20030519163640
ACCESSION NUMBER:		0000950120-03-000299
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20030519
GROUP MEMBERS:		CATALYST FUND II L.P.
GROUP MEMBERS:		CATALYST FUND III L.P.
GROUP MEMBERS:		CATALYST FUND L.P.

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CATALYST INVESTMENTS LP
		CENTRAL INDEX KEY:			0001234047
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			L3
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		3 DANIEL FRISH ST
		CITY:			TEL AVIS
		STATE:			L3
		ZIP:			999999999

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BOS BETTER ONLINE SOLUTIONS LTD
		CENTRAL INDEX KEY:			0001005516
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				0000000
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-50552
		FILM NUMBER:		03710752

	BUSINESS ADDRESS:	
		STREET 1:		100 BOS RD
		CITY:			TERADION ISRAEL
		STATE:			L3
		ZIP:			00000

	MAIL ADDRESS:	
		STREET 1:		TERADION INDUSTRIAL PARK
		CITY:			BEIT RABIN
		STATE:			L3
		ZIP:			20179
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>rev13d.txt
<DESCRIPTION>REV. SCHED. 13D
<TEXT>
                                  SCHEDULE 13D
                                 (Rule 13d-101)

          INFORMATION TO BE INCLUDED IN STATEMENTS TO BE FILED PURSUANT
            TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
                                  RULE 13D-2(a)

                               (Amendment No. __*)


                      B.O.S. BETTER ON-LINE SOLUTIONS, LTD.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                    Ordinary
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    M20115107
- --------------------------------------------------------------------------------
                                 (CUSIP Number)



                            Catalyst Investments L.P.
                              3 Daniel Frish street
                              Tel-Aviv ISRAEL 64731
                           Telephone: 972 (3) 695-0666
- --------------------------------------------------------------------------------
          (Name, Address and Telephone Number of Persons Authorized to
                       Receive Notices and Communications)


                                 March 31, 2003
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box:

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information that would alter disclosures
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 2 OF 9 PAGES

- --------------------------                                     -----------------

- --- ----------------------------------------------------------------------------

1   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

    CATALYST INVESTMENTS L.P.

- --- ----------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) X
                                                                          (b)

- --- ----------------------------------------------------------------------------

3   SEC USE ONLY

- --- ----------------------------------------------------------------------------

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)

    AF
- --- ----------------------------------------------------------------------------

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(e)

- --- ----------------------------------------------------------------------------

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    ISRAEL
- --- ----------------------------------------------------------------------------

NUMBER OF             7     SOLE VOTING POWER
SHARES
BENEFICIALLY                 -0-
OWNED BY              ----- ----------------------------------------------------
EACH
REPORTING             8     SHARED VOTING POWER
PERSON
WITH                        3,789,100 SHARES
                      ----- ----------------------------------------------------

                      9     SOLE DISPOSITIVE POWER

                            -0-
                      ----- ----------------------------------------------------

                      10    SHARED DISPOSITIVE POWER

                            3,789,100 SHARES
- --- ----------------------------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    3,789,100 SHARES
- --- ----------------------------------------------------------------------------

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)
- --- ----------------------------------------------------------------------------

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    24.86%
- --- ----------------------------------------------------------------------------

14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN
- --- ----------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 3 OF 9 PAGES

- --------------------------                                     -----------------

- --- ----------------------------------------------------------------------------

1   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

    CATALYST FUND L.P.

- --- ----------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) X
                                                                          (b)

- --- ----------------------------------------------------------------------------

3   SEC USE ONLY

- --- ----------------------------------------------------------------------------

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)

    WC
- --- ----------------------------------------------------------------------------

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(e)

- --- ----------------------------------------------------------------------------

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    ISRAEL
- --- ----------------------------------------------------------------------------

NUMBER OF             7     SOLE VOTING POWER
SHARES
BENEFICIALLY                            -0-
OWNED BY              ----- ----------------------------------------------------
EACH
REPORTING             8     SHARED VOTING POWER
PERSON
WITH                        1,916,148
                      ----- ----------------------------------------------------

                      9     SOLE DISPOSITIVE POWER

                            -0-
                      ----- ----------------------------------------------------

                      10    SHARED DISPOSITIVE POWER

                            1,916,148
- --- ----------------------------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,916,148 SHARES
- --- ----------------------------------------------------------------------------

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)
- --- ----------------------------------------------------------------------------

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    12.57%
- --- ----------------------------------------------------------------------------

14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN
- --- ----------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 4 OF 9 PAGES

- --------------------------                                     -----------------

- --- ----------------------------------------------------------------------------

1   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

    CATALYST FUND II L.P.

- --- ----------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) X
                                                                          (b)

- --- ----------------------------------------------------------------------------

3   SEC USE ONLY

- --- ----------------------------------------------------------------------------

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)

    WC
- --- ----------------------------------------------------------------------------

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(e)

- --- ----------------------------------------------------------------------------

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    ISRAEL
- --- ----------------------------------------------------------------------------

NUMBER OF             7     SOLE VOTING POWER
SHARES
BENEFICIALLY                -0-
OWNED BY              ----- ----------------------------------------------------
EACH
REPORTING             8     SHARED VOTING POWER
PERSON
WITH                       1,283,747 SHARES
                      ----- ----------------------------------------------------

                      9     SOLE DISPOSITIVE POWER

                            -0-
                      ----- ----------------------------------------------------

                      10    SHARED DISPOSITIVE POWER

                            1,283,747 SHARES
- --------------------- ----- ----------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,283,747 SHARES
- --------------------------------------------------------------------------------

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)
- --------------------------------------------------------------------------------

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    8.42%
- --------------------------------------------------------------------------------

14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 5 OF 9 PAGES

- --------------------------                                     -----------------

- --- ----------------------------------------------------------------------------

1   NAMES OF REPORTING PERSONS
    I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)


         CATALYST FUND III L.P.

- --- ----------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) X
                                                                          (b)

- --- ----------------------------------------------------------------------------

3   SEC USE ONLY

- --- ----------------------------------------------------------------------------

4   SOURCE OF FUNDS (SEE INSTRUCTIONS)

    WC
- --- ----------------------------------------------------------------------------

5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
    ITEMS 2(d) OR 2(e)

- --- ----------------------------------------------------------------------------

6   CITIZENSHIP OR PLACE OF ORGANIZATION

    ISRAEL
- --- ----------------------------------------------------------------------------

NUMBER OF             7     SOLE VOTING POWER
SHARES
BENEFICIALLY                -0-
OWNED BY              ----- ----------------------------------------------------
EACH
REPORTING             8     SHARED VOTING POWER
PERSON
WITH                        589,205 SHARES
                      ----- ----------------------------------------------------

                      9     SOLE DISPOSITIVE POWER

                             -0-
                      ----- ----------------------------------------------------

                      10    SHARED DISPOSITIVE POWER

                            589,205 SHARES
- --- ----------------------------------------------------------------------------

11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    589,205 SHARES
- --- ----------------------------------------------------------------------------

12  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
    (SEE INSTRUCTIONS)
- --- ----------------------------------------------------------------------------

13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

    3.87%
- --- ----------------------------------------------------------------------------

14  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

    PN
- --- ----------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT!


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 6 OF 9 PAGES

- --------------------------                                     -----------------


     This Schedule 13D is filed by Catalyst Investments L.P. ("Catalyst
Investments"), Catalyst Fund L.P. ("Catalyst Fund"), Catalyst Fund II L.P.
("Catalyst Fund II") and Catalyst Fund III L.P. ("Catalyst Fund III", and
together with Catalyst Investments, Catalyst Fund and Catalyst Fund II,
collectively referred to as the "Reporting Persons") with respect to ownership
of the ordinary shares of B.O.S. Better On-line Solutions, Ltd.

     The percentage of beneficial ownership reflected in this Schedule 13D is
based upon 15,238,156 ordinary shares issued and outstanding as of April 1,
2003, as reported in a Form 6-K of B.O.S. Better On-line Solutions, Ltd., filed
on April 10, 2003.


ITEM 1.   SECURITIES AND ISSUER
          ---------------------

The class of equity securities to which this statement relates is the ordinary
shares par value of 1.00 NIS (New Israeli Shekels) ("Ordinary Shares"), of
B.O.S. Better On-line Solutions, Ltd. ("Issuer"), an Israeli corporation, whose
principal executive offices are located at Beit Rabin, Teradion Industrial Park,
Misgav 20179 Israel. The Issuer is engaged through its subsidiaries in
development and marketing of cross-enterprise communication and networking
products and software.


ITEM 2.   IDENTITY AND BACKGROUND
          -----------------------

     Catalyst Investments business address is 3 Daniel Frish St. Tel-Aviv Israel
64731. Catalyst Investments is a limited partnership organized and existing
under the laws of Israel. The principal business of Catalyst Investments is to
act as the sole general partner of Catalyst Fund, Catalyst Fund II and Catalyst
Fund III.

     Catalyst Fund's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund is a limited partnership organized and existing under the
laws of Israel. The principal business of Catalyst Fund is making investments.
The general partner of Catalyst Fund is Catalyst Investments.

     Catalyst Fund II's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund II is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund II is making
investments. The general partner of Catalyst Fund II is Catalyst Investments.

     Catalyst Fund III's business address is 3 Daniel Frish St., Tel-Aviv Israel
64731. Catalyst Fund III is a limited partnership organized and existing under
the laws of Israel. The principal business of Catalyst Fund III is making
investments. The general partner of Catalyst Fund III is Catalyst Investments.

     None of the Reporting Persons has been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction resulting in any
judgment, decree or final order enjoining them from engaging in future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws during
the last five years.

     None of the Reporting Persons has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.


ITEM 3.   SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
          -------------------------------------------------

     1.   On March 30, 2003, the Reporting Persons purchased 2,529,100 Ordinary
          Shares from the Issuer in consideration for 191,548 Series C Preferred
          Shares of Surf Communication Solutions Ltd, an Israeli private company
          incorporated under the laws of Israel. All of said shares are
          registered in the name of Catalyst Investments. Said 2,529,100 shares
          are held by Catalyst Investment on behalf of: (i) Catalyst Fund -
          1,278,966 shares; (ii) Catalyst Fund II - 856,859 shares; Catalyst
          Fund III - 393,275 shares.

     2.   On March 31, 2003, the Reporting Persons purchased an additional
          1,260,000 Ordinary Shares through one transaction on the open market,
          at a price of US$0.47 per share. The aggregate consideration for the
          aforementioned shares was $592,000. The funds which were used to


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 7 OF 9 PAGES

- --------------------------                                     -----------------


          effect such purchase were working capital of the Reporting Persons.
          Said 1,260,000 shares are held by Catalyst Investment on behalf of:
          (i) Catalyst Fund - 637,182 shares; (ii) Catalyst Fund II - 426,888
          shares; Catalyst Fund III - 195,930 shares.


ITEM 4.   PURPOSE OF TRANSACTION
          ----------------------

     The Reporting Persons have acquired the securities for investment purposes
in the ordinary course of their business of investing in securities for their
own accounts or for one or more accounts over which the Reporting Person has
investment or voting power, respectively.

     Each of the Reporting Persons may further purchase, trade, lend, vote,
dispose or otherwise deal in the securities at times and in such manner,
including in the market or in private transactions, as they deem advisable in
pursuit of such investment purposes to benefit from temporary changes in the
market price of such securities, including changes resulting from actual or
perceived developments in the Issuer's operations, business strategy or
prospects, management, or from the sale or merger of the Issuer, or its
subsidiaries. To evaluate such alternatives, the Reporting Persons will perform
ongoing analysis of the Issuer's operations, prospects, business development,
management, competitive and strategic position, capital structure, and
prevailing market conditions, as well as alternative investment opportunities,
and may periodically discuss such matters with the Issuer's management or
directors, other shareholders, industry analysts, investment and financing
professionals, existing or potential strategic partners, acquirors or
competitors, sources of credit or investment banking firms. Such factors,
analysis and discussions may result in the Reporting Persons' modifying their
ownership of the securities, exchanging information with the Issuer or other
persons pursuant to appropriate confidentiality or similar agreements and in
compliance with applicable law, or holding discussions with third parties or
with management in which the Reporting Persons may suggest or take a position
with respect to potential changes in the Issuer's operations, management, board
of directors, charter or by-laws, governance or capital structure as a means of
enhancing shareholder value. Such matters may relate to one or more of the
actions described in this Item 4, including, without limitation, the acquisition
of other businesses by the Issuer, disposing of certain assets of the Issuer,
election of one or more new directors, merger or sale of the Issuer, or adopting
or not adopting, certain types of anti-takeover measures.

     The Reporting Persons reserve the right to formulate plans and/or make
proposals, and take such actions with respect to their investment in the Issuer,
including subject to applicable law, to (i) hold its securities as a passive
investor or as an active investor (whether or not as a member of a "group" with
other beneficial owners of securities or otherwise), (ii) acquire beneficial
ownership of additional securities in the open market, in privately negotiated
transactions or otherwise, (iii) dispose of all or part of its holdings of
securities, (iv) take other actions which could involve one or more of the types
of transactions or have one or more of the results described in Item 4 of this
Schedule 13D, or (v) change its intention with respect to any or all of the
matters referred to in this Item 4.

     None of the Reporting Persons has any agreements to acquire any additional
Ordinary Shares at this time.

     Notwithstanding the foregoing, except as discussed above, none of the
Reporting Persons have any plans or proposals to effect an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Issuer or any of its subsidiaries, cause a sale or transfer of a material
amount of the assets of the Issuer or any of its subsidiaries, cause any
material change in the present capitalization or dividend policy of the Issuer,
cause any other material change in the Issuer's business or corporate structure,
cause any changes in the Issuer's charter or bylaws or other actions that may
impede the acquisition of control of the Issuer by any person, cause a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted on an inter-dealer quotation system of a
registered national securities association, cause a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or take any other
action similar to any of those enumerated above.


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 8 OF 9 PAGES

- --------------------------                                     -----------------


     Three individuals affiliated with the Reporting Persons have been nominated
to serve as directors on the Issuer's Board of Directors. The shareholders
meeting for the election of directors is scheduled to take place on May 22,
2003.


ITEM 5.   INTEREST IN SECURITIES OF THE ISSUER
          ------------------------------------

     (a) - (b) Catalyst Fund is the beneficial owner of 1,916,148 Ordinary
Shares of the Issuer; such shares represent 12.57% of the issued and outstanding
Ordinary Shares of the Issuer. Catalyst Fund II is the beneficial owner of
1,283,747 Ordinary Shares of the Issuer; such shares represent 8.42% of the
issued and outstanding Ordinary Shares of the Issuer. Catalyst Fund III is the
beneficial owner of 589,205 Ordinary Shares of the Issuer; such shares represent
3.87% of the issued and outstanding Ordinary Shares of the Issuer.

     Catalyst Fund, Catalyst Fund II and Catalyst Fund III invest together, pro
rata, in the framework of a venture capital fund which is managed by Catalyst
Investments. The pro-rata allocation among such entities is as follows: Catalyst
Fund - 50.57%; Catalyst Fund II - 33.88%; Catalyst Fund III - 15.55%.

     Catalyst Investments, in its capacity of being the sole general partner of
Catalyst Fund, Catalyst Fund II and Catalyst Fund III, controls and manages
Catalyst Fund, Catalyst Fund II and Catalyst Fund III. Accordingly, Catalyst
Investments is the beneficial owner of the shares held by Catalyst Fund,
Catalyst Fund II and Catalyst Fund III. Catalyst Investments, in its capacity as
the general partner of Catalyst Fund, Catalyst Fund II and Catalyst Fund III,
has the voting and dispositive power over the shares held by Catalyst Fund,
Catalyst Fund II and Catalyst Fund III. Catalyst Investments is the registered
owner of all 3,789,100 Ordinary Shares beneficially owned by Catalyst Fund,
Catalyst Fund II and Catalyst Fund III pursuant to a trust arrangement by and
among Catalyst Investments and such beneficial owners. Therefore, Catalyst
Investments beneficially owns said 3,789,1000 Ordinary Shares, which represent
24.86% of the Issuer's issued and outstanding Ordinary Shares.

     (c) The transactions in the reported securities that were effected within
the last sixty days by the Reporting Persons are described in item 3 above.

     (d)-(e) N/A


ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
          WITH RESPECT TO THE SECURITIES OF THE ISSUER
          --------------------------------------------

               None.


ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS
          --------------------------------

     1.   Joint Filing Agreement, dated as of May 15, 2003, by and among
          Catalyst Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P.
          and Catalyst Fund III L.P.

     2.   Trust Agreementdated as of January, 2001 by and among Catalyst
          Investments L.P., Catalyst Fund L.P., Catalyst Fund II L.P. and
          Catalyst Fund III L.P.


<PAGE>


- --------------------------                                     -----------------

CUSIP NO. M20115107                 SCHEDULE 13D               PAGE 9 OF 9 PAGES

- --------------------------                                     -----------------


                                    SIGNATURE


     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


     Dated: May 15, 2003



                                          CATALYST INVESTMENTS L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND L.P
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND II L.P.
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND III L.P.
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>rev_ex1.txt
<DESCRIPTION>EXHIBIT 1 - JOINT FILING AGMT.
<TEXT>
                                                                       EXHIBIT 1


                             JOINT FILING AGREEMENT

     Agreement dated as of May 15, 2003, by and among Catalyst Investments L.P.,
Catalyst Fund L.P., Catalyst Fund II L.P. and Catalyst Fund III
L.P.(collectively, the "Parties").

     Pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934, each
of the Parties hereto represents to the other Parties that it is eligible to use
Schedule 13D to report its beneficial interest in the ordinary shares, par value
of 1.00 NIS, of Better On-Line Solutions Ltd. beneficially owned and reported
upon in the Schedule 13D of which this agreement is an exhibit ("Schedule 13D")
by each of the above named Parties, and each of the above Parties will file the
Schedule 13D on behalf of itself.

     Each of the Parties agrees to be responsible for the timely filing of the
Schedule 13D and any and all amendments thereto and for the completeness and
accuracy of the information concerning itself contained in the Schedule 13D, but
not for the completeness and accuracy of the information concerning the other
Parties, except to the extent it knows or has reason to believe that such
information is inaccurate.


                                          CATALYST INVESTMENTS L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND L.P.
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND II L.P.
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel


                                          CATALYST FUND III L.P.
                                          By its General Partner, Catalyst
                                               Investments L.P.
                                          By its General Partner, Catalyst
                                               Venture Capital Ltd.

                                               /s/ Edouard Cukierman
                                               /s/ Boaz Harel
                                               -----------------------------
                                          By:  Edouard Cukierman and Boaz Harel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>4
<FILENAME>ex2.txt
<DESCRIPTION>EXHIBIT 2 - TRUST AGMT.
<TEXT>
                                 TRUST AGREEMENT


This Trust Agreement is made and entered into as of this ___ day of January
2001, between CATALYST INVESTMENTS L.P (the "GENERAL PARTNER") of 3 Daniel
Frisch St., Tel-Aviv, Israel and CATALYST FUND L.P., CATALYST FUND II, L.P., and
CATALYST FUND III, L.P., whose address for purposes hereof is 3 Daniel Frisch
St., Tel-Aviv, Israel (together, the "Partnerships comprising the CATALYST
FUND").

                               W I T N E S S E T H

WHEREAS the General Partner serves as a general partner of all the three
Partnerships comprising the Catalyst Fund; and

WHEREAS the Partnerships comprising the Catalyst Fund invest together from time
to time, on a pro-rata basis, in certain portfolio companies, by way of purchase
of securities; and

WHEREAS certain investments by the Partnerships comprising the Catalyst Fund
have been effected, and may in the future be effected, prior to the final
acceptance of all contribution commitments to the Fund, such that the pro-rata
allocation of such investments among the Partnerships comprising the Fund cannot
be finalized until such final acceptance is effected; and

WHEREAS the parties have agreed, and agree, that the General Partner will act as
trustee (the "TRUSTEE") on behalf of the Partnerships comprising the Fund and
will hold in trust for the Partnerships comprising the Catalyst Fund, all the
securities already purchased by them in portfolio companies as well as those
securities in portfolio companies that will be purchased by them in the future
(collectively, the "TRUST SHARES");

NOW THEREFORE, it is hereby agreed as follows:

1. The Trustee will hold the Trust Shares pursuant to the terms set forth
herein.

2. The Trust Shares have been, and/or will be (as appropriate), transferred to
the Trustee without consideration, and in no event will the Trustee be required
to pay any amount in consideration of the Trust Shares (including the par value
thereof).

3. The Trustee shall hold the Trust Shares in trust for the benefit of the
Partnerships comprising the Catalyst Fund, until the Partnerships comprising the
Catalyst Fund will jointly instruct the Trustee to transfer the Trust Shares.
Any such instruction will be given in a manner which is consistent with the
partnership agreements of the Partnerships comprising the Catalyst Fund, and,
unless otherwise jointly agreed by the Partnerships comprising the Catalyst
Fund, will reflect the pro-rata interests of the partners in the Partnerships
comprising the Catalyst Funds.

4. The Trustee will vote the Trust Shares according to the joint instructions
given by the Partnerships comprising the Catalyst Fund. In any event that the
Trustee shall not receive such instructions, it will vote the Trust Shares in
accordance with its discretion.


<PAGE>
                                       2


5. This Agreement shall not be amended, modified or varied by any oral agreement
or representation or otherwise then by written instrument executed by all
parties hereto.

6. All notices and requests required or authorized hereunder, shall, expect
where specifically provided otherwise, be given either in writing by personal
delivery to the party to whom notice is to be given, or sent by registered mail,
addressed to the party intended and it's address set forth in the caption above
or by facsimile. The date of delivery or facsimile in the case of personal
delivery or the date which is five days after the date on which it is deposited
in the mail in the case of notice by mail, shall be deemed to be the date of
such notice. Any party may change its address for purposes hereof by notifying
the other parties of such change in writing.

7. It is hereby agreed between the parties that the laws of the State of Israel
shall apply to this Agreement and that the sole exclusive place of jurisdiction
in any matter arising out of or connected with this Agreement shall be the Tel
Aviv Courts.

8. The parties acknowledge that the Trustee currently serves as the general
partner of each of the Partnerships comprising the Catalyst Fund, and, as such,
the Trustee manages, and acts on behalf of, all of the Partnerships comprising
the Catalyst Fund.


IN WITNESS WHEREOF, the parties have executed this Agreement.

CATALYST INVESTMENTS L.P
By its General Partner, Catalyst Venture Capital Ltd.

By: /s/ Edouard Cukierman
    /s/ Boaz Harel
    -----------------------------


CATALYST FUND L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.

By: /s/ Edouard Cukierman
    /s/ Boaz Harel
    -----------------------------


CATALYST FUND II, L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.

By: /s/ Edouard Cukierman
    /s/ Boaz Harel
    -----------------------------


CATALYST FUND III, L.P.
by its General Partner Catalyst Investments L.P.,
by its General Partner, Catalyst Venture Capital Ltd.

By: /s/ Edouard Cukierman
    /s/ Boaz Harel
    -----------------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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