Immediate Report

RNS Number:3949A
Technoplast Industries Ld
01 July 2004


                                                     R. YOHAY & CO., LAW OFFICES

                                  TOP  TOWER,  50, DIZENGOFF ST., TEL AVIV 64332  
                 FAX: [phone]  e-mail: [e-mail]  TEL: [phone] 

                                                              ROBERT YOHAY
                                                              GILL RIMON
                                                              EYNAT BRETSHNAIDER


Tel Aviv, 1 June 2004

The London Stock Exchange
Company Announcements Section
Fax: [phone]


Dear Sir,


            RE:       Technoplast Industries Ltd - Immediate report

Amending immediate report in accordance with the Securities Regulations (Private
Offer of Securities in a Listed Company), 5760-2000, regarding the private
placement of 8,131,053 option warrants exercisable into 8,131,053 ordinary
shares without nominal value of the Company.

Technoplast Industries Ltd. (hereinafter: "the Company") has announced to the
Tel Aviv Stock Exchange and to the Israeli Securities Authority, further to the
Company's immediate reports of 6 May 2004 (hereinafter: "the Report") and 11 May
2004 (hereinafter: "the Amendment") that the following amendments of the above
immediate reports shall be made:

1.   The following shall be added after the third paragraph of article 6
     to the Report:

          "The Company is a company in difficulties.

          In the accountants' review annexed to the Company's financial
          statements as at 31 December 2003, an observation was added to the 
          effect that there is apprehension regarding the Company's continued 
          activity as a going concern.

          The Company has commenced a recovery plan and the private offer the
          subject of the Report is an integral part of the Company's recovery.

          In light of the aforegoing in this paragraph, the Company is entitled 
          to be governed by the alleviating terms and conditions prescribed in
          section 3(b) to chapter 10 of the Stock Exchange Guidelines pursuant 
          to Chapter Twelve of the Tel Aviv Stock Exchange Ltd's Rules, i.e. 
          that after the allotment of the option warrants pursuant to this 
          private offer, the public's holdings will not be less than 10%, 
          provided that arrangements are made, to the satisfaction of the 
          Tel-Aviv Stock Exchanges board of directors, for the publics
          holdings to rise above 15%.

          In order to comply with the terms, conditions and guidelines of the
          Tel-Aviv Stock Exchange regarding the minimal rate of shares in public 
          hands, the Company shall request that the first arrangement as such 
          term is defined in the immediate report published by the Company on 3 
          December 2003 (as amended by the immediate report published by the 
          company of 6 May 2004), i.e., that the holdings of the third party 
          mentioned in paragraph 14.4 of the immediate report published by the 
          Company on 30 November 2003 shall be included as part of the shares 
          held by the public so that such public holdings shall not drop below 
          15% within a period of time to the satisfaction of the Tel-Aviv Stock 
          Exchange shall apply to this private offer.

          The above arrangement shall ensure that the amount of the Company's
          shares in public hands subsequent to the allotment of the securities 
          subject of this private offer shall not drop below 15%."

2.        Paragraph 3.6 of the Report shall be deleted and shall be replaced
          with the following:

          "The offerees shall not be entitled to any increase of the amount
          exercise shares to be allotted to them and/or any other benefit in the 
          event that the Company resolves to distribute bonus shares at any time 
          subsequent to the allotment of the option warrants."

3.       Paragraph 3.7 of the Report shall be deleted and shall be replaced
         with the following:

         "The offerees shall not be entitled to any rights whatsoever and/or
          any other benefit in the event that the Company resolves to offer its
          shareholders securities by way of a rights offer at any time 
          subsequent to the allotment of the option warrants."

4.        Paragraph 3.8 of the Report shall be deleted and shall be replaced
          with the following:

         "The option warrants' exercise price shall not be adjusted in the event 
          that the Company distributes dividends to its shareholders at any time
          subsequent to the allotment of the option warrants."

5.       The third paragraph of article 6 of the Report shall be deleted.


                                Yours Sincerely,

                                Gill Rimon, Adv.
                          R. Yohay & Co., Law Offices


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