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The Financing Terms Reflect a Significant Premium over the Company’s Current Share Price 

TERADYON, ISRAEL – June 10, 2004 B.O.S. Better On-line Solutions Ltd., a company developing communications solutions (the “Company” or “BOS”) and traded on (Nasdaq:BOSC) and on the Tel Aviv Stock Exchange (TASE:BOSC), announced today that it has completed a financing with Laurus Master Fund Ltd. (“Laurus Funds”), a US-based fund making investments in companies traded in the United States.

The financing will be used mainly for expanding BOS operations, including by way of mergers and acquisitions.

The financing consisted of a $2 million Secured Convertible Term Note with a term of three years. In addition, BOS granted Laurus a warrant to purchase up to 130,000 Ordinary Shares, which is exercisable, in whole or in part, until June, 2011. The Note bears interest at a fluctuating interest rate which begins at (and will not exceed) the Prime rate plus 3%.

Further details on the financing transaction may be found in the Company’s Form 6-K filed with the Securities and Exchange Commission on June 10, 2004.

The conversion rate under the Note was set at $3.08 per share, reflecting a significant premium over the Company’s current share price of $1.8. The warrant is exercisable at an exercise price of $4.04 per share.

According to Adiv Baruch, CEO of BOS, “This is an important step expressing the start of a strategic connection between B.O.S. and the Laurus Funds. The present step will enable us to expand our operations and also carry out mergers and acquisitions, which are important for the Company’s development. The terms of the deal indicate the high degree of faith that Laurus Funds has in our existing operations and in the Company’s plans for the coming years.”

Baruch noted, that “this step is an additional layer in the changes in business focus that the Company has been undergoing recently in three main areas of activity — Connectivity, VoIP Communications and Software solutions. At the same time we are taking steps to expand the Company’s areas of operation.”

About B.O.S.

BOS develops, manufactures and markets multi-purpose communications and network products for companies and organizations. The Company stock is traded on Nasdaq and on the Tel Aviv Stock Exchange.
The Company has three product lines: Connectivity, VoIP Communications and Software Solutions.

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. BOS undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

Arad Communications, 972-3-6440404
Anat Ochana, 972-54-6699313

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