EXHIBIT 10.4

                 AMENDMENT NO.1 TO SECURITIES PURCHASE AGREEMENT

                                November 16, 2004

     Reference is hereby made to that certain Securities Purchase Agreement
dated as of June 10, 2004, by and among B.O.S. BETTER ON-LINE SOLUTIONS LTD., a
corporation incorporated under the laws of the State of Israel (p.c. number
520042565) (the "Company"), BOScom Ltd., a corporation incorporated under the
laws of the State of Israel (organizational identification number (51-2236431)
(solely with respect to the representations and warranties pertaining to it)
(the "Subsidiary"), and Laurus Master Fund, Ltd., a Cayman Islands company (the
"Purchaser") (the "Securities Purchase Agreement"). Capitalized terms used but
not defined herein shall have the meanings given them in the Securities Purchase
Agreement.

     WHEREAS, Purchaser, the Company and the Subsidiary desire to clarify
certain aspects of the transaction contemplated by the Securities Purchase
Agreement;

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual
promises, representations, warranties and covenants hereinafter set forth and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

     The Securities Purchase Agreement is hereby amended to add the following
immediately after the period in the last sentence of section 11.2 thereof:

     "11.3 Remittances. All payments and reimbursements to Purchaser, for its
own account and/or for the benefit of Purchaser, made under this Agreement or
any Related Agreement shall be free and clear of and without deduction for all
taxes, levies, imposts, deductions, assessments, charges or withholdings, and
all liabilities with respect thereto of any nature whatsoever. If the Company
shall be required by law to deduct any such amounts from or in respect of any
sum payable under this Agreement or any Related Agreement to Purchaser, for its
own account, then the sum payable to Purchaser, shall be increased as may be
necessary so that, after making all required deductions, Purchaser receives an
amount equal to the sum it would have received had no such deductions been
made."

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.1 to
the Securities Purchase Agreement effective as of June 10, 2004.

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


                                           By:_________________________________
                                           Name:
                                           Title:


                                           BOSCOM LTD.




                                           By:_________________________________
                                           Name:
                                           Title:

                                           LAURUS MASTER FUND LTD.


                                           By:_________________________________
                                           Name:
                                           Title: