<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>exhibit_10-7.txt
<TEXT>

                                                                    EXHIBIT 10.7

                            SHARE PURCHASE AGREEMENT

     This Agreement (the "AGREEMENT") is made as of November 2, 2004, by and
among Telsys Ltd., an Israeli Company No. 520038100, having its address at
Kiryat Atidim 3, Tel-Aviv ( the "SELLER") and B.O.S Better Online Solutions
Ltd., an Israeli company No. 520042565, having its address at Beit Rabin,
Teradyon Industrial Park, Misgav 20179, Israel, or an affiliate thereof (the
"PURCHASER"); and Odem Electronic Technologies 1992 Ltd., an Israeli company No.
51-1687402, having its address at 20 Frieman Jacob Street, Rishon Le-Zion,
75358, Israel (the "COMPANY").

                              W I T N E S S E T H :

     WHEREAS, the Seller is the owners of 67 issued and outstanding ordinary
shares of the Company, nominal value NIS 0.1 each (the "COMPANY SHARES")
reflecting 25% of the issued and outstanding shares in the Company; and

     WHEREAS, the Seller wish to sell to the Purchaser, 34 Company Shares,
reflecting 12.68% of the issued and outstanding shares in the Company (the "SOLD
SHARES"); and

     WHEREAS, The Purchaser wishes to acquire such Sold Shares in accordance
with the terms of this Agreement; and

     WHEREAS, the Board of Directors of the Company agrees to the transfer of
the Sold Shares, as set forth below;

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

1.   SALE AND PURCHASE OF SHARES.

     1.1  GENERAL. The Seller shall sell to Purchaser and the Purchaser shall
          purchase, all rights, title and interest in the Sold Shares on the
          terms of this Agreement, free from all claims, liens, charges,
          pledges, security interests, encumbrances and third party rights of
          any kind (the "SECURITY INTERESTS"), other than under the Articles, as
          amended, together with all rights, preferences and privileges
          attaching to, or conferred by, them.

     1.2  CONSIDERATION. Subject to Closing, the Purchaser shall, in
          consideration for the purchase from the Seller of the Sold Shares pay
          to the seller cash in the amount of Five Hundred Seventy Thousand
          Eight Hundred and Ninety Five US Dollars ($570,895).

2.   CLOSING OF SHARE EXCHANGE.

     2.1  CLOSING. The closing of the sale and purchase of the Sold Shares shall
          take place at a closing (the "Closing"), which will be held at the
          offices of Amit, Pollak, Matalon & Ben-Naftali, Erez & Co., Advocates
          and Notary, NYP Tower, 19th Floor, 17 Yitzhak Sadeh St., Tel-Aviv
          67775 fourteen (14) days from the date hereof or on such other date,
          time and place as the Purchaser and the Seller shall mutually agree,
          subject to the fulfillment to the Purchaser's satisfaction, or waiver
          of the conditions detailed in Section 8 below, and subject further to
          the fulfillment to the Seller's satisfaction, or waiver, of the
          conditions detailed in Section 9 below.

<PAGE>


     2.2  TRANSACTIONS AT CLOSING. At the Closing, the following transactions
          shall occur, which transactions shall be deemed to take place
          simultaneously and no transaction shall be deemed to have been
          completed or any document delivered until all such transactions have
          been completed and all required documents delivered:

          2.2.1 The Seller and the Company shall deliver, or procure the
               delivery, to the Purchaser of the following documents:

               a.   A duly executed share transfer deed with respect to the
                    transfer of all the Sold Shares to the Purchaser;

               b.   A true and correct copy of resolutions of the Board of
                    Directors of the Company, approving this Agreement and the
                    transactions contemplated hereby;

               c.   If issued by the Company, a validly executed share
                    certificate covering the Sold Shares, issued in the name of
                    the Purchaser;

               d.   A true and correct copy of resolutions of the Board of
                    Directors of the Seller, approving this Agreement and the
                    transactions contemplated hereby;

               e.   A signed opinion of counsel to Seller, in the form attached
                    hereto as EXHIBIT 2.2.1(E), dated as of the date of the
                    Closing and addressed to the Purchaser.

               f.   A true and correct copy of resolutions of the Company's
                    shareholders, properly and duly adopted resolving to amend
                    the Company's current articles of association (the
                    "ARTICLES"), in the form attached hereto as EXHIBIT 2.2.1(F)
                    (the "AMENDMENT"). The Amendment shall include the increase
                    of the size of the Board of Directors to at least 5
                    directors, and revisions to Article 32 and 32A of the
                    Articles, as more fully provided in EXHIBIT 2.2.1(F).

               g.   A waiver executed by Jacob and Sara Neuhof ("NEUHOF")
                    waiving any and all rights they may have with respect to the
                    transfer of the Sold Shares at the Closing, in the form
                    attached hereto as EXHIBIT 2.2.1(G).

               h.   A waiver executed by Seller, waiving any and all rights it
                    may have with respect to the sale and transfer of Company
                    Shares at the Closing from Neuhof to Purchaser, in the form
                    attached hereto as EXHIBIT 2.2.1(H).

               i.   A copy of an agreement terminating each of the agreement and
                    the memorandum entered into between the Seller and Neuhof on
                    September 27, 2000, effective as of the date of Closing, in
                    the form attached as EXHIBIT 2.2.1(I).

          2.2.2 The Purchaser shall deliver to the Seller true and correct
               copies of resolutions of the Purchaser's Board of Directors
               approving the transaction contemplated hereby.

          2.2.3 The Purchaser shall pay $570,895 to the Seller by wire transfer
               in immediately available funds to the account(s) of the Seller in
               Israel, the details of which appear in EXHIBIT 2.2.3 hereto. Such
               payment shall be made in NIS, according to the the NIS-U.S.
               Dollar representative rate known on the Closing Date


                                     - 2 -
<PAGE>


3.   REPRESENTATIONS AND WARRANTIES OF THE SELLER.

     The Seller, represents and warrants to the Purchaser as follows:

     3.1  It is the holder and legal owner of all rights, titles and interests
          in and to the Sold Shares, free from all Security Interests, other
          than as set forth in the Company's Articles, as amended, together with
          all rights, preferences and privileges attaching to, or conferred by,
          such Sold Shares;

     3.2  Other than as set forth in SCHEDULE 3.2, such Seller is not entitled
          to purchase, receive or otherwise acquire from the Company any
          additional securities of the Company, including without limitation
          securities exercisable or convertible into securities of the Company.

     3.3  The execution and delivery of this Agreement (and the other documents
          contemplated hereby) by such Seller does not, and the consummation of
          the transactions contemplated hereby and thereby will not:

          (a)  constitute a breach of any law, rule or regulation of any
               government applicable to the Seller;

          (b)  violate any judgment, order, injunction, decree, or ruling of any
               court or governmental authority, domestic or foreign, to which
               the Seller is subject;

          (c)  require the consent or agreement of any court, governmental body
               or entity;

          (d)  violate any material contract, agreement, indenture, mortgage,
               instrument, lease, license, arrangement, or undertaking of the
               Seller;

          (e)  result in the creation or enforcement of any Security Interest
               upon the Sold Shares held by the Seller;

     3.4  It has, and will have at the Closing, the right to sell and transfer,
          or procure the sale and transfer of, the full legal and beneficial
          interest in the Sold Shares to the Purchaser on the terms set out in
          this Agreement, free from all Security Interests.

     3.5  (a)  it is duly organized and validly existing under the laws of the
               State of Israel, with power and authority to carry on its
               business as now being conducted;

          (b)  it has the capacity and authority to execute and deliver this
               Agreement, to perform hereunder and to consummate the
               transactions contemplated hereby. All corporate action on the
               part of Seller, its directors, and its shareholders necessary for
               the authorization and execution of this Agreement, the
               authorization, sale and delivery of the Sold Shares and the
               performance of all of Seller's obligations hereunder have been
               taken. This Agreement constitutes and, when signed by its duly
               authorized representatives, all other documents contemplated
               hereby will constitute, valid and legally binding obligations of
               Seller, enforceable in accordance with their terms; and

          (c)  the execution, delivery and performance of this Agreement (and
               the other documents contemplated hereby) by Seller does not, and
               the consummation of the transactions contemplated hereby and
               thereby will not violate the provisions of Seller's
               organizational documents.


                                     - 3 -
<PAGE>


     3.6  Except as set forth in SCHEDULE 3.6, Seller is not party to any
          shareholders agreements, voting agreements, registration rights
          agreements or any other agreements or undertakings relating to the
          share capital of the Company.

     3.7  Except as set forth in SCHEDULE 3.7, no consent, approval, order,
          license, permit, action by, or authorization of or from any person or
          entity or filing with any governmental authority on the part of the
          Seller is required that has not been, or will not have been, obtained
          by the Seller prior to the Closing in connection with the valid
          execution, delivery and performance of this Agreement or the transfer
          of the Sold Shares to the Purchaser.

4.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. Purchaser hereby
     represents and warrants to the Seller as follows:

     4.1. CORPORATE ORGANIZATION. The Purchaser is a corporation duly
          incorporated and validly existing under the laws of Israel.

     4.2. DUE AUTHORIZATION AND VALID ISSUANCE. The Purchaser has the corporate
          power to enter into this Agreement. The Agreement has been, or will
          have been, at the time of its execution and delivery, duly executed
          and delivered by a duly authorized officer of the Purchaser.

     4.3. BINDING AGREEMENT. The Agreement constitutes valid and legally binding
          obligations of the Purchaser enforceable against the Purchaser in
          accordance with its terms, except as (i) such enforceability may be
          limited by bankruptcy, insolvency, reorganization, arrangement,
          moratorium or similar laws relating to or affecting the rights of
          creditors and contracting parties generally, (ii) the remedy of
          specific performance and injunctive and other forms of equitable
          relief may be subject to equitable defenses and to the discretion of
          the court before which any proceeding therefore may be brought.

     4.4. NON-CONTRAVENTION. Neither the execution and delivery of the
          Agreement, nor the consummation of the transactions or the performance
          of the obligations contemplated hereby will result in any violation or
          breach of Purchaser's articles of association.

5.   COVENANTS

     5.1  From and after the signing of this Agreement and until the Closing the
          Seller shall not dispose of any interest in its Company Shares or any
          of them or grant any option over or create or allow to exist any
          Security Interest over its Company Shares or any of them.

     5.2  No announcement or other disclosure concerning the sale and purchase
          of the Sold Shares or any ancillary matter shall be made before or
          after the Closing by the parties or any person acting on their behalf,
          except subject to Purchaser's prior written approval of the form and
          content of such announcement or disclosure or otherwise as required by
          law or by the applicable rules of any stock exchange or automated
          quotation system.

6.   PUT OPTION

     6.1  At any time starting from 180 days after the date hereof and ending 12
          months thereafter (the "TELSYS OPTION TERM"), Seller may serve notice
          in writing on the Purchaser requiring the Purchaser to purchase (the
          "TELSYS PUT OPTION") all of the Company Shares then held by Seller
          (the "TELSYS OPTION SHARES") in consideration for payment in cash of
          Five Hundred Fifty Four Thousand One Hundred and Five US Dollars
          ($554,105) The Telsys Put Option may be exercised by the Seller in one
          occasion during the Telsys Option Term, in full and not in part.


                                     - 4 -
<PAGE>


     6.2  The closing of the Telsys Put Option shall be subject to: (i) Seller's
          provision, at such closing, of the representation and warranties of
          Section 3 hereof, with respect to the Telsys Option Shares; and (ii)
          the representation and warranties made by Seller in this Agreement
          shall have been true and correct as of the Closing Date.

7.   BOARD OF DIRECTORS

     7.1  Prior to the Company's IPO, the following shall apply:

          (a)  Neuhof shall have the right to appoint one (1) member of the
               Company's Board of Directors, for as long as Neuhof holds at
               least sixty four (64) shares of the Company.

          (b)  Seller shall have the right to appoint one (1) member of the
               Company's Board of Directors, for as long as Seller holds at
               least thirty three (33) shares of the Company.

          (c)  Purchaser shall have the right to appoint all the remaining
               members of the Company's Board of Directors, and no less than
               three (3) members.

     7.2  The parties hereby undertake to vote their shares of the Company in
          order to give effect to the provisions of this Section 7.

8.   CONDITIONS OF CLOSING OF THE PURCHASER. The obligation of the Purchaser to
     purchase the Sold Shares at the Closing are subject to the fulfillment at
     or before the Closing of the following conditions precedent, any one or
     more of which may be waived in whole or in part by and at the sole
     discretion of the Purchaser:

     8.1. REPRESENTATIONS AND WARRANTIES. The representations and warranties
          made by the Seller in this Agreement shall have been true and correct
          when made, and shall be true and correct as of the Closing as if made
          on the date of the Closing.

     8.2. COVENANTS. All covenants, agreements, and conditions contained in this
          Agreement to be performed or complied with by the Seller prior to the
          Closing shall have been performed or complied with by the Seller,
          prior to or at the Closing.

     8.3. NO INJUNCTION. No statute, rule, regulation, executive order, decree,
          ruling or injunction shall have been enacted, entered, promulgated or
          endorsed by any court or governmental authority of competent
          jurisdiction, which prohibits the consummation of any of the
          transactions contemplated by this Agreement.

     8.4. CONSENTS, ETC. The Seller shall has secured all permits, consents,
          approvals and authorizations that shall be necessary or required of it
          lawfully to consummate the transactions contemplated by this Agreement
          and to transfer the Sold Shares to be purchased by the Purchaser at
          the Closing.

     8.5. DELIVERY OF DOCUMENTS. All of the documents to be delivered to the
          Purchaser pursuant to Section 2 shall have been fully-executed (if
          applicable) by all parties whose names appear as intended signatories
          thereto (other than the Purchaser), and delivered to the Purchaser.


                                     - 5 -
<PAGE>


     8.6. APPROVALS. The Purchaser shall have received all necessary approvals
          by the OCS and the Investment Center and of Laurus Master Fund with
          respect to the transactions contemplated hereby.

     8.7. NOTICES TO NASDAQ THE TASE AND THE ISA. The Purchaser shall have made
          all required filings of notices with NASDAQ, the Tel Aviv Stock
          Exchange and the Israel Securities Authority and has received no
          notice adversely affecting the performance of the transactions
          contemplated hereunder. The Purchaser shall use its commercially
          reasonable efforts to complete such filings.

     8.8. RIGHTS OF FIRST REFUSAL. No Company Shareholder or any other person
          has any rights of first refusal, tag along or similar rights in
          connection with the issuance of any of the Sold Shares pursuant to
          this Agreement, except those rights which have been duly waived.

     8.9. PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings of the
          Company and the Seller in connection with the transactions
          contemplated by this Agreement and all documents and instruments
          incident to such transactions shall be satisfactory in substance and
          form to the Purchaser and its counsel, and the Purchaser and its
          counsel shall have received all such counterpart originals or
          certified or other copies of such documents as the Purchaser or its
          counsel may reasonably request.

     8.10. ABSENCE OF ADVERSE CHANGES. From the date hereof until the Closing,
          there will have been no material adverse change in the financial or
          business condition of the Company, in the sole judgment of the
          Purchaser.

     8.11. NEUHOF CLOSING. The closing of the purchase by Purchaser from Neuhof
          of 137 Company Shares, reflecting approximately 51% of the issued and
          outstanding Company Shares.

     8.12. DUE DILIGENCE. The completion of the due diligence review of the
          Company by the Purchaser to the sole and complete satisfaction of the
          Purchaser.

9.   CONDITIONS OF CLOSING OF THE SELLER. Seller's obligation to sell the Sold
     Shares at the Closing is subject to the fulfillment, at the discretion of
     the Seller, at or before the Closing of the following conditions precedent,
     any one or more of which may be waived in whole or in part by the Seller:

     9.1. REPRESENTATIONS AND WARRANTIES. The representations and warranties
          made by the Purchaser in this Agreement shall have been true and
          correct when made, and shall be true and correct as of the Closing as
          if made on the date of the Closing.

     9.2. COVENANTS. All covenants, agreements, and conditions contained in this
          Agreement to be performed or complied with by the Purchaser prior to
          the Closing shall have been performed or complied with by the
          Purchaser prior to or at the Closing.

     9.3. CONSENTS, ETC. The Purchaser shall have secured all permits, consents
          and authorizations that shall be necessary or required of it lawfully
          to consummate this Agreement and to issue the Consideration Shares to
          be issued at the Closing.

     9.4. DELIVERY OF DOCUMENTS. All of the documents to be delivered to the
          Seller pursuant to Section 2 shall have been fully-executed (if
          applicable) by all parties whose names appear as intended signatories
          thereto (other than the Seller), and delivered to the Seller or the
          Company. The resolutions to be adopted by the Company's Board of
          Directors and shareholders pursuant to Section 2 hereof, and the
          documents to be delivered to the Purchaser by Neuhof pursuant to
          Section 2 shall have been duly adopted and delivered to the Purchaser.


                                     - 6 -
<PAGE>

10.  [Reserved]

11.  INDEMNIFICATION AND REMEDIES

     11.1. The Seller and the Company agree, jointly and severally, to
          indemnify, and hold the Purchaser harmless against and in respect of
          any and all loss, liability, deficiency or damage, or actions in
          respect thereof (including reasonable legal fees and expenses) and any
          reduction in the value of the Sold Shares purchased by the Purchaser
          hereunder ("DAMAGES"), as and when incurred, occasioned by (i) any
          breach of this Agreement; or (ii) any breach of any of the
          representations and warranties of the Seller contained in Section 3
          hereof (each such representation and warranty is deemed to be made on
          the date of this Agreement and at the Closing) or any certificate or
          other instrument furnished or to be furnished by the Seller hereunder.

     11.2. The Purchaser agrees to indemnify and hold the Seller harmless
          against and in respect of any Damages, as and when incurred,
          occasioned by any breach of any of the representations and warranties
          of the Purchaser contained in Section 4 hereof (each such
          representation and warranty is deemed to be made on the date of this
          Agreement and at the Closing) or any certificate or other instrument
          furnished or to be furnished by the Purchaser hereunder.

     11.3. Promptly after (i) receipt by the party making the claim pursuant to
          this Section (or any of its directors, employees and advisors) of
          notice of the commencement of any action, proceeding, or
          investigation; or (ii) the party making the claim pursuant to this
          Section (or any of its directors, employees and advisors) becoming
          aware of any breach of this Agreement or falsity of representation, in
          each case, in respect of which indemnity may be sought as provided
          above, such person (the "INDEMNIFIED PARTY") shall notify the party or
          parties from whom indemnification is claimed (the "INDEMNIFYING
          PARTY") of the claim and, when known, the facts constituting the basis
          of such claim. In the event of any such claim for indemnification
          hereunder resulting from or in connection with any claim or legal
          proceeding by a third party, the notice to the Indemnifying Party
          shall specify, if known, the amount of damages asserted by such third
          party.

     11.4. Upon receipt of any such notice from the Indemnified Party, the
          Indemnifying Party shall be entitled to participate in the defense of
          such claim and may assume the defense of such claim at its own expense
          and by its own counsel. If the Indemnifying Party elects to assume the
          defense of such claim, the Indemnified Party shall reasonably
          cooperate with the Indemnifying Party in defending such claim, at the
          expense of the Indemnifying Party. The parties acknowledge and agree
          that in the event the Indemnifying Party has properly assumed the
          defense of such claims provided herein, the Indemnified Party shall be
          entitled to retain its own counsel to participate in the defense of
          such claim at its own cost and expense.

     11.5. No claim shall be settled or compromised by the Indemnifying Party
          without the written consent of the Indemnified Party (which shall not
          be unreasonably withheld) if such settlement or compromise requires
          the Indemnified Party to make any payment or to take or refrain from
          taking any action or enjoins the Indemnified Party or subjects it to
          other equitable relief or subjects it to any potential criminal law,
          claim or liability.

     11.6. NO LIMITATION. The provisions of this Section shall not limit or
          impair any right or remedy available to the Purchaser under any
          applicable law or agreement, arising from or in connection with a
          breach of a covenant, or a fraudulent misrepresentation.


                                     - 7 -
<PAGE>

12.  MISCELLANEOUS

     12.1. FURTHER ASSURANCES. Each of the parties hereto shall perform such
          further acts and execute such further documents as may reasonably be
          necessary to carry out and give full effect to the provisions of this
          Agreement and the intention of the parties as reflected hereby.

     12.2. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and
          construed according to the laws of the State of Israel, without regard
          to the conflict of laws provisions thereof. Any dispute arising under
          or in relation to this Agreement shall be resolved in the competent
          court of Tel Aviv-Jaffa district only, and each of the parties hereby
          submits irrevocably to the exclusive jurisdiction of such court.

     12.3. EXPENSES. Each of the parties hereto shall be responsible for its own
          costs and expenses (including legal fees) in connection with this
          Agreement and any other documents or actions relating to the
          transactions contemplated by this Agreement. All stamp duty and filing
          fees payable in respect of this Agreement or the transfer of shares as
          contemplated hereby shall be borne equally by the Sellers, on the one
          hand, and the Purchaser, on the other

     12.4. SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly
          limited herein, the provisions hereof shall inure to the benefit of,
          and be binding upon, the successors, assigns, heirs, executors, and
          administrators of the parties hereto. None of the rights, privileges,
          or obligations set forth in, arising under, or created by this
          Agreement may be assigned or transferred without the prior consent in
          writing of each party to this Agreement.

     12.5. ENTIRE AGREEMENT. This Agreement and the Schedules and Exhibits
          attached hereto constitute the full and entire understanding and
          agreement between the parties with regard to the subject matters
          hereof and thereof.

     12.6. NOTICES, ETC. All notices and other communications required or
          permitted hereunder to be given to a party to this Agreement shall be
          in writing and shall be faxed or mailed by registered or certified
          mail, postage prepaid, or otherwise delivered by hand or by messenger,
          addressed to such party's address as set forth below or in SCHEDULE A,
          as the case may be, or at such other address as the party shall have
          furnished to each other party in writing in accordance with this
          provision:

          if to the Purchaser:

                         B.O.S. Better On-Line Solutions Ltd.
                         Beit Rabin, Teradyon Industrial Park,
                         Misgav 20179, Israel

                         Attention: Chief Financial Officer
                         Facsimile:      (972) 4 999-0334

                         WITH A COPY TO:

                         Amit, Pollak, Matalon & Ben-Naftali,
                         Erez & Co.NYP Tower, 17 Yitzhak
                         Sadeh Street, 19th Floor
                         Tel Aviv 67775
                         Attention: Shlomo Landress, Adv.

                         Facsimile: (972) 3 561-3620

          if to the Company: to the address listed in the preamble to this
          Agreement


                                     - 8 -
<PAGE>


         if to the  Seller:  Telsys Ltd.

                                     Kiryat Atidim 3, Tel-Aviv

                                     Attention: _______________
                                     Telephone: ______________

                         Facsimile: _______________

          Any notice sent in accordance with this Section 12.6 shall be
          effective (i) if mailed, three (3) business days after mailing, (ii)
          if sent by messenger, upon delivery, and (iii) if sent via facsimile,
          upon transmission and electronic confirmation of receipt or (if
          transmitted and received on a non-business day) on the first business
          day following transmission and electronic confirmation of receipt
          (provided, however, that any notice of change of address shall only be
          valid upon receipt).

     12.7. DELAYS OR OMISSIONS. No delay or omission to exercise any right,
          power, or remedy accruing to any party upon any breach or default
          under this Agreement, shall be deemed a waiver of any other breach or
          default theretofore or thereafter occurring. Any waiver, permit,
          consent, or approval of any kind or character on the part of any party
          of any breach or default under this Agreement, or any waiver on the
          part of any party of any provisions or conditions of this Agreement,
          must be in writing and shall be effective only to the extent
          specifically set forth in such writing. All remedies, either under
          this Agreement or by law or otherwise afforded to any of the parties,
          shall be cumulative and not alternative.

     12.8. SEVERABILITY. If any provision of this Agreement is held by a court
          of competent jurisdiction to be unenforceable under applicable law,
          then such provision shall be excluded from this Agreement and the
          remainder of this Agreement shall be interpreted as if such provision
          were so excluded and shall be enforceable in accordance with its
          terms; provided, however, that in such event this Agreement shall be
          interpreted so as to give effect, to the greatest extent consistent
          with and permitted by applicable law, to the meaning and intention of
          the excluded provision as determined by such court of competent
          jurisdiction.

     12.9. COUNTERPARTS. This Agreement may be executed in any number of
          counterparts, each of which shall be deemed an original and
          enforceable against the parties actually executing such counterpart,
          and all of which together shall constitute one and the same
          instrument.

                  [Remainder of page intentionally left blank.]


                                     - 9 -
<PAGE>



     IN WITNESS WHEREOF the parties have signed this Share Exchange Agreement as
of the date first hereinabove set forth.

      PURCHASER:                                COMPANY:

_____________________________                   _____________________________
      B.O.S. BETTER ONLINE                      ODEM ELECTRONIC
      SOLUTIONS LTD.                            TECHNOLOGIES LTD.

Name: _______________________                   Name: _______________________
Title:_______________________                   Title:_______________________





      SELLER:

_____________________________
      TELSYS LTD.

Name: _______________________
Title:_______________________



                                    - 10 -


</TEXT>
</DOCUMENT>
