REGISTRATION RIGHTS AGREEMENT





                                  by and among



                              TAT Technologies Ltd.



                                       and



                           TA-TOP, Limited Partnership











                                  JUNE 15, 2004









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                          REGISTRATION RIGHTS AGREEMENT



This Registration Rights Agreement (this "Agreement") is made as of the 15th day

of June,  2004, by and among:  (i) TAT  Technologies  Ltd. (the  "Company"),  an

Israeli  company  whose shares are traded on Nasdaq,  and (ii)  TA-TOP,  Limited

Partnership  (including its Permitted  Traansferees and Assignees (as such terms

are defined below), the "Investor"),  a limited  partnership wholly owned by (x)

TA-TEK Ltd., an Israeli private company,  wholly owned by FIMI Opportunity Fund,

L.P., a limited partnership formed under the laws of the State of Delaware,  and

by (y) FIMI Israel Opportunity Fund, Limited Partnership, a limited partnership,

registered in Israel ("FIMI").





                                   WITNESSETH:



WHEREAS,  the Investor is the holder of 857,143  Ordinary Shares of the Company,

nominal value NIS 0.90 and certain  warrants to purchase  Ordinary Shares of the

Company,  nominal  value NIS 0.90,  constituting  an aggregate of  approximately

15.5% of the Company's issued share capital.



WHEREAS,  the  Investor  and the  Company  desire to set forth  certain  matters

regarding  the  registration  rights of the  shares of the  Company  held by the

Investor.



NOW, THEREFORE,  in consideration of the mutual promises and covenants set forth

herein, the parties hereby agree as follows:



1.   DEFINITIONS; EFFECT OF AGREEMENT.



     Definitions.  As used  herein,  the  following  terms  have  the  following

     meanings:



     "Commission" means the United States Securities and Exchange Commission, or

     any other federal agency at the time administering the Securities Act.



     "Control" means direct or indirect ownership of more than 50% of the equity

     or voting  capital of an entity,  or  possession  of the right and power to

     direct the policy and management of such entity.



     "Form  F-3" means Form F-3 under the  Securities  Act,  as in effect on the

     date hereof or any registration  form under the Securities Act subsequently

     adopted by the Securities and Exchange Commission (the "SEC") which permits

     inclusion or incorporation of substantial information by reference to other

     documents filed by the Company with the SEC.



     "Holder" means any holder of Registrable Shares.





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     "Ordinary  Shares" means the Ordinary Shares of the Company,  par value NIS

     0.90, subject to a Reclassification Event.



     "Permitted  Transferee" shall mean a person or entity which receives shares

     pursuant  to the  transfer  of all or any of the  shares  held  by  TA-TOP,

     Limited  Partnership  (the  "Transferor")  to: (i) its  partners,  (ii) the

     shareholders or partners (as applicable) of such partners, (iii) any entity

     controlled  by,  controlling,  or under  common  control  with  either such

     Transferor or FIMI 2001 Ltd., or (iv) a banking institution for the benefit

     of which a pledge was created over the Ordinary  Shares of the Company held

     by TA-TOP, Limited Partnership; provided, that in the case of (i), (ii) and

     (iii) above,  such  transferees  are solely  represented  by FIMI 2001 Ltd.

     pursuant  to an  irrevocable  power of  attorney  for all  purposes of this

     Agreement.



     "Person" means an individual,  fund, company,  unincorporated  association,

     trust,  joint  venture,  governmental  agency,  or  other  entity,  whether

     domestic or foreign.



     "Reclassification   Event"  means  any  share  combination  or  subdivision

     (split),  bonus  shares  or any  other  recapitalization  of the  Company's

     shares.



     "Register",   "registered"  and  "registration"  refer  to  a  registration

     effected  by  filing  a  registration  statement  in  compliance  with  the

     Securities Act and the declaration or ordering by the SEC of  effectiveness

     of such registration statement.



     "Registrable  Shares"  means  Ordinary  Shares held by the Investor and its

     Permitted  Transferees,  any bonus shares and share dividends  payable with

     respect to such shares,  and Ordinary Shares of the Company which hereafter

     may  be  purchased  or  acquired  by  the  Investor.   Notwithstanding  the

     foregoing,  Registrable  Shares  shall not  include  otherwise  Registrable

     Shares (i) sold to or through a broker or dealer or underwriter in a public

     distribution  or a public  securities  transaction,  or (ii) which could be

     disposed  of,  under  applicable  law,  within  three  (3)  months  without

     registration, pursuant to Rule 144.



     "Rule 144" shall mean Rule 144 under the Securities Act or any successor or

     similar rule as may be enacted by the Commission from time to time.





     "Securities  Act"  means  the  United  States  Securities  Act of 1933,  as

     amended.



2.   INCIDENTAL REGISTRATION.



     2.1. If, at any time the Company proposes to register any of its securities

          for itself (the "Company's Securities") or for any other person, other

          than (a) in a registration  under Section 3 of this Agreement or (b) a

          registration on Form S-8 or Form F-4, the Company shall give notice to

          the Investor of such  intention,  at least 20 days prior to the filing

          of the  registration  statement in connection with such  registration.

          Upon the written request of the Investor given within ten (10)





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          days after  receipt of any such notice,  the Company  shall include in

          such   registration   (subject  to  Section  2.2  below)  all  of  the

          Registrable Shares indicated in such request of the Investor, so as to

          permit the disposition of the shares so requested.



     2.2. Notwithstanding any other provision of this Section 2, if the managing

          underwriter  selected by the Company or the initiating person, if any,

          advises  the  Company in  writing  that in its  opinion  the number of

          securities  requested to be included in such registration  exceeds the

          number that can be sold in such offering without  adversely  affecting

          such underwriter's  ability to effect an orderly  distribution of such

          securities or  materially  affecting  the  contemplated  price of such

          securities, the Company will include in such registration:  (i) first,

          the  Company's  Securities;  (ii)  second,  the number of  Registrable

          Shares requested to be included by the Investor,  which in the opinion

          of such underwriter, can be sold.



3.   DEMAND REGISTRATION.



     3.1. At any time the  Investor  may request in writing  that all or part of

          its Registrable  Shares shall be registered  under the Securities Act.

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