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                                                                     Exhibit 4.7
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                                 VIRYANET LTD.

                      1999 STOCK OPTION AND INCENTIVE PLAN




1.   NAME

     This plan, as amended from time to time, shall be known as the ViryaNet
Ltd. 1999 Stock Option And Incentive Plan.

2.   PURPOSE OF 1999 PLAN

     The purpose of the ViryaNet Ltd. 1999 Stock Option and Incentive Plan (the
"1999 Plan") is to afford an incentive to officers, directors, employees and
consultants of ViryaNet Ltd. (the "Company"), or any subsidiary of the Company
which now exists or hereafter is organized or acquired by the Company, to
acquire a proprietary interest in the Company, to continue as employees,
directors and consultants, to increase their efforts on behalf of the Company
and to promote the success of the Company's business. It is further intended
that among other options granted some of the options granted by the Committee
pursuant to the 1999 Plan shall constitute "incentive stock options" ("Incentive
Stock Options" or "ISO") within the meaning of Section 422 of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), some of the options granted by
the Committee pursuant to the 1999 Plan shall constitute "nonqualified stock
options" ("Nonqualified Stock Options") and some of the options granted by the
Committee shall be 102 Stock Options ("102 Stock Options") pursuant to the
provisions of Section 102 of the Israeli Income Tax Ordinance (New Version) 1961
and any regulations, rules, orders or procedures promulgated thereunder
(together: the "Options") . The Committee may also grant restricted shares
("Restricted Stock") under the 1999 Plan (Restricted Stock together with the
Options shall be referred to as: "Options/Shares").

3.   ADMINISTRATION OF 1999 PLAN

     The Board of Directors (the "Board") or a Stock Option Committee (the
"Committee") appointed and maintained by the Board shall have the power to
administer the 1999 Plan.  The Committee shall consist of at least three members
who shall serve at the pleasure of the Board, and any member of such Committee
shall be eligible to receive Options/Shares under the 1999 Plan while serving on
the Committee, unless otherwise specified herein.  The Board or the Committee
shall have full power and authority:  (i) to designate participants; (ii) to
designate Options/Shares or any portion thereof as Incentive Stock Options, as
Nonqualified Stock Options, as Restricted Stock, as 102 Stock Options, or
otherwise; (iii) to determine the terms and provisions of respective
Option/Shares agreements (which need not be identical) including, but not
limited to, the number of Options/Shares in the Company to be granted,
provisions concerning the vesting schedule, the time or times when and the
extent to which the Options may be exercised and the nature and duration of
restrictions as to transferability or restrictions constituting substantial risk
of forfeiture; (iv) to accelerate the right of an optionee to exercise, in whole
or in part, any previously granted Option ; (v) to interpret the provisions and
supervise the administration of the 1999 Plan; and (vi) to

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determine any other matter which is necessary or desirable for, or incidental to
administration of the 1999 Plan.

     The Board or the Committee shall have the authority to grant in its
discretion to the holder of an outstanding Option, in exchange for the surrender
and cancellation of such Option, a new Option having a purchase price lower than
provided in the Option so surrendered and canceled and containing such other
terms and conditions as the Board or the Committee may prescribe in accordance
with the provisions of the 1999 Plan.

     All decisions and selections made by the Board or the Committee pursuant to
the provisions of the 1999 Plan shall be made by a majority of its members
except that no member of the Board or Committee shall vote on, or be counted for
quorum purposes, with respect to any proposed action of the Board or Committee
relating to any Option to be granted to that member.  Any decision reduced to
writing and signed by a majority of the members who are authorized to make such
decision shall be fully effective as if it had been made by a majority at a
meeting duly held.

     Each member of the Board or the Committee shall be indemnified and held
harmless by the Company against any cost or expense (including counsel fees)
reasonably incurred by him, or liability (including any sum paid in settlement
of a claim with the approval of the Company) arising out of any act or omission
to act in connection with the 1999 Plan unless arising out of such member's own
fraud or bad faith, to the extent permitted by applicable law.  Such
indemnification shall be in addition to any rights of indemnification the member
may have as directors or otherwise under the articles of association of the
Company, any agreement, any vote of stockholders or disinterested directors, or
otherwise.

4.   DESIGNATION OF PARTICIPANTS

     The persons eligible for participation in the 1999 Plan as recipients of
Options/Shares shall include any employees or former employees of the Company or
of any subsidiary of the Company.  Except for Incentive Stock Options Directors
of the Company or of any subsidiary of the Company who are not employees of the
Company or its subsidiaries, and additionally consultants or contractors of the
Company or its subsidiaries, shall also be eligible for participation in the
1999 Plan as recipients of Options.  A person who has been granted an
Option/Share hereunder may be granted additional Options/Shares, if the Board or
the Committee shall so determine.

5.   TRUSTEE

     The 102 Stock Options which shall be granted to employees of the Company
(or if required by law) shall be issued to a trustee nominated by the Board or
the Committee (in accordance with the provisions of Section 102) (the "Trustee")
and held for the benefit of the optionees for a period of not less than two
years (24 months) from the date of grant.  The Trustee may also hold in trust
any shares issued upon exercise of such 102 Stock Options pursuant to the
provisions of Section 102.

     The Trustee shall not use the voting rights vested in any such shares held
by the Trustee and shall not exercise said right in any way whatsoever, except
in cases when, at his discretion and after consulting with the Committee, the
Trustee believes that the said rights should be exercised for the protection of
the optionees as a minority among the Company shareholders.

6.   SHARES RESERVED FOR 1999 PLAN

     Subject to adjustment as provided in Paragraph 8 hereof, a total of
6,000,000 Ordinary  Shares, NIS 0.1 par value per share, of the Company
("Shares") shall be subject to the 1999 Plan.  The Shares subject to the 1999
Plan hereby are, reserved for sale for such purpose.  Any of such

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Shares which may remain unsold and which are not subject to outstanding options
at the termination of the 1999 Plan shall cease to be reserved for the purpose
of the 1999 Plan, but until termination of the 1999 Plan the Company shall at
all times reserve a sufficient number of shares to meet the requirements of the
1999 Plan. Should any Option for any reason expire or be canceled prior to its
exercise or relinquishment in full, the shares therefore subject to such Option
may again be subjected to an Option under the 1999 Plan. Should any option
granted under the Company's 1996 Stock Option and Incentive Plan, 1997 Stock
Option and Incentive Plan or 1998 Stock Option and Incentive Plan for any reason
expire or be canceled prior to its exercise or relinquishment in full, the
shares therefore subject to such option may be subjected to an Option under the
1999 Plan; provided, however, that the cumulative number of such shares that may
be so issued under the 1999 Plan will not exceed 9,078,590 shares.

7.   OPTION/SHARES  PRICE

     (a) Except for Incentive Stock Options the purchase price of each Share
subject to an Option or of each Restricted Stock  or any portion thereof shall
be determined by the Committee in its sole and absolute discretion in accordance
with applicable law, subject to guidelines as shall be suggested by the Board
from time to time (but not less than the par value).

     (b) The Option price shall be payable upon the exercise of the Option in
cash, by check, or other form satisfactory to the Board or the Committee.

The proceeds received by the Company from the sale of Options/Shares subject to
an Option/Share granted under the 1999 Plan will be added to the general funds
of the Company and used for its corporate purposes.

8.   ADJUSTMENTS

     Upon the occurrence of any of the following described events, a grantee's
right to purchase Options/Shares under the 1999 Plan shall be adjusted as
hereinafter provided:

     (a) If the Company is separated, reorganized, merged, consolidated or
amalgamated with or into another corporation while unexercised/unvested
Options/Shares remain outstanding under the 1999 Plan, there shall be
substituted for the shares subject to the unexercised/unvested portions of such
outstanding Options/Shares an appropriate number of shares of each class of
shares or other securities of the separated, reorganized, merged, consolidated
or amalgamated corporation which were distributed to the shareholders of the
Company in respect of such shares, and appropriate adjustments shall be made in
the purchase price per share to reflect such action.

     (b) If the Company is liquidated or dissolved while unexercised/unvested
Options/Shares remain outstanding under the 1999 Plan, then all such outstanding
Options/Shares may be exercised/vested in full by the optionees/grantees as of
the effective date of any such liquidation or dissolution of the Company without
regard to the installment exercise provisions of Paragraph 9(b), by the
optionees/grantees giving notice in writing to the Company of their intention to
so exercise.

     (c) If the outstanding shares of the Company shall at anytime be changed or
exchanged by declaration of a stock dividend, stock split, combination or
exchange of shares, recapitalization, extraordinary dividend payable in stock of
a corporation other than the Company, or any other like event by or of the
Company, and as often as the same shall occur, then the number, class and kind
of Shares subject to this 1999 Plan or subject to any Options theretofore
granted, and the option prices, shall be appropriately and equitably adjusted so
as to maintain the proportionate number of Shares without changing the aggregate
option price; provided, however, that no adjustment shall be made by reason of
the distribution of subscription rights on outstanding stock. Upon the happening
of any of the foregoing, the class and aggregate number of shares issuable
pursuant to the 1999 Plan (as set

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forth in paragraph 6 hereof), in respect of which Options/Shares have not yet
been exercised/vested, shall be appropriately adjusted.

     (d) Anything herein to the contrary notwithstanding, if prior to the
completion of the initial public offering of shares of the Company, all or
substantially all of the shares of the Company are to be sold, or upon a merger
or reorganization or the like, the shares of the Company, or any class thereof,
are to be exchanged for securities of another company, then in such event, each
optionee shall be obliged to sell or exchange, as the case may be, the shares he
purchased under the 1999 Plan in accordance with the instructions then issued by
the Board.

9.   TERM AND EXERCISE OF OPTIONS/SHARES

     (a) Options shall be exercised by the optionee by giving written notice to
the Company, which exercise shall be effective upon receipt of such notice by
the Secretary of the Company at its principal office.  The notice shall specify
the number of Shares with respect to which the Option is being exercised.

     (b) Each Option granted under this 1999 Plan shall be exercisable on the
date and for the number of shares as shall be provided in the option agreement
evidencing the Option and setting forth the terms thereof.  However, (i) no
Option shall be exercisable after the expiration of seven (7) years from the
date of grant, and (ii) no Incentive Stock Options may be granted to a person
who at the time of the grant owns more than 10% of the voting stock of value of
the Company.

     (c) Options/Shares granted under the 1999 Plan shall not be transferable by
optionees/grantees other than by will or the laws of descent and distribution,
and during an optionee's lifetime shall be exercisable only by that optionee.

     (d) Options granted to employees or directors may not be exercised after
the termination of employment and/or service as a director unless (i) the Board
or the Committee shall authorize, in the relevant option agreement or otherwise,
an extension of the term of all or part of the option beyond the date of such
termination for a period not to exceed the period during which the Option by its
terms would otherwise have been exercisable, (ii) termination is without Cause
(as determined by the Committee) or employee resigns, in which event any Options
still in force and unexpired may be exercised within a period of 30 days from
the date of such termination, but only with respect to the number of shares
purchasable at the time of such termination, (iii) termination is the result of
death or disability, in which event any Options still in force and unexpired may
be exercised within a period of six (6) months from the date of termination, but
only with respect to the number of shares purchasable at the time of such
termination, or (iv) termination of employment is the result of retirement under
any deferred compensation agreement or retirement plan of the Company or of any
subsidiary of the Company or after age 60, while Options granted hereunder are
still in force and unexpired, in which case the Board or Committee shall have
the discretion to permit any unmatured installments of the Options to be
accelerated as for the later of the date of retirement or a date one year
following the date of grant, and the Options shall thereupon be exercisable in
full without regard to the installment exercise provisions of Paragraph 9(b).

     (e) The holders of Options/Shares shall not be or have any of the rights or
privileges of shareholders of the Company in respect of any shares unless and
until, following exercise/vesting date but subject always to the provisions of
Section 5 above, certificates representing such shares shall have been issued by
the Company and delivered to such holders.

     (f) Any form of option agreement authorized by the 1999 Plan may contain
such other provisions as the Board or the Committee may, from time to time, deem
advisable.  Without limiting the foregoing, the Board or the Committee may, with
the consent of the optionee/grantee, from time to time cancel all or any portion
of any Option then subject to exercise, and the

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Company's obligation in respect of such Option may be discharged by (i) payment
to the optionee of an amount in cash equal to the excess, if any, of the Fair
Market Value of the shares at the date of such cancellation subject to the
portion of the Option so canceled over the aggregate purchase price of such
shares, (ii) the issuance or transfer to the optionee of Shares of the Company
with a Fair Market Value at the date of such transfer equal to any such excess,
or (iii) a combination of cash and shares with a combined value equal to any
such excess, all as determined by the Board or the Committee in its sole
discretion.

     (g)  Shares of Restricted Stock may not be sold, assigned, transferred,
pledged, hypothecated or otherwise disposed of, except by will or the laws of
descent and distribution, for such period as the Committee shall determine from
the date on which the award is granted (the "Restricted Period"). The Committee
may also impose such other restrictions and conditions on the shares as it deems
appropriate including the satisfaction of performance criteria. Certificates for
shares of stock issued pursuant to Restricted Stock awards shall bear an
appropriate legend referring to such restrictions, and any attempt to dispose of
any such shares of stock in contravention of such restrictions shall be null and
void and without effect. During the Restricted Period, such certificates shall
be held in escrow by an escrow agent appointed by the Committee. In determining
the Restricted Period of an award, the Committee may provide that the foregoing
restrictions shall lapse with respect to specified percentages of the awarded
shares on successive anniversaries of the date of such award.

     Subject to such exceptions as may be determined by the Committee, if the
Grantee's continuous employment with, or performance of, service for, the
Company or any Parent or Subsidiary shall cease for any reason prior to the
expiration of the Restricted Period of an award, any shares remaining subject to
restrictions shall thereupon be forfeited by the grantee and transferred to a
Subsidiary at no cost to the Company or such Parent or Subsidiary or shall be
converted into a deferred stock.

10.  INCENTIVE STOCK OPTIONS

     (a) In case of ISO granted to employees, the aggregate Fair Market Value of
Shares (determined as of the date of the grant of the ISO's) with respect to
which ISO's are exercisable for the first time by any optionee during any
calendar year shall not exceed the limitation provided under Section 422(d) of
the Code.

     (b)  The options issued as ISOs must be granted within 7 years of the date
that the Plan is adopted or the date that the Plan is approved by the
stockholders, whichever is earlier.

     (c) Any option issued as an ISO must by its terms be exerciseable only
within 10 years of the date that it is granted.

     (d) The option price for any ISO must not be less than the fair market
value of the stock at the time that the option is granted. This requirement
shall be deemed satisfied if there has been a good faith attempt to value the
stock accurately for this purpose.

     (e) The ISO by its terms must be non-transferable other than at death and
must be exercisable during the employee's lifetime only by the employee.

11.  PURCHASE OF INVESTMENT

     Unless Shares covered by the 1999 Plan have been listed for trade on any
stock exchange (of any jurisdiction), or the Company has determined that such
registration is unnecessary, each person exercising an Option under the 1999
Plan may be required by the Company to give a representation in writing that he
is acquiring such shares for his own account, for investment and not with a view
to, or for sale in connection with, the distribution of any part thereof.

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12.  TERM DATE OF 1999 PLAN

     The 1999 Plan shall be effective as of January 1, 1999 and shall terminate
on December 31, 2008. All Options not exercised as of December 31, 2008 shall
expire.

13.  AMENDMENTS OR TERMINATION

     The Board may, at any time and from time to time, amend, alter, or
discontinue the 1999 Plan, except that no amendment or alteration shall be made
which would impair the rights of the holder of any Options/Shares theretofore
granted without his consent.

14.  GOVERNMENT REGULATIONS

     The 1999 Plan, and the granting and exercise of Options/Shares hereunder,
and the obligation of the Company to sell and deliver shares under such
Options/Shares, shall be subject to all applicable laws, rules, and regulations,
whether of the State of Israel or of the United States or any other State having
jurisdiction over the Company and the optionee including the registration of the
shares under the United States Securities Act of 1933, and to such approvals by
any governmental agencies or national securities exchanges as may be required.

15.  CONTINUANCE OF EMPLOYMENT

     Neither the 1999 Plan nor the option agreement with the optionee shall
impose any obligation on the Company or a subsidiary thereof, to continue any
optionee/grantee in its employ, and nothing in the 1999 Plan or in any
Option/Share granted pursuant thereto shall confer upon any optionee any right
to continue in the employ of the Company or a subsidiary thereof or restrict the
right of the Company or a subsidiary thereof to terminate such employment at any
time.

16.  GOVERNING LAW

     This 1999 Plan shall be governed by and construed and enforced in
accordance with the laws of the State of Israel applicable to contracts made and
to be performed therein, without giving effect to the principles of conflict of
laws.

17.  TAX CONSEQUENCES

     Any tax consequences arising from the grant or exercise of any
Options/Shares, from the payment for shares covered thereby or from any other
event or act (of the Company or the optionee) hereunder (including without
limitation any tax consequences if for any reason, or by any authority, legal or
other, according to any law or regulation, local or foreign, the options or
shares of any type or kind granted under this 1999 Plan or any portion thereof,
would not constitute or not qualify for any type or kind of tax consequences),
shall be borne solely by the optionee.  Furthermore, the optionee shall agree to
indemnify the Company and the Trustee and hold them harmless against and from
any and all liability for any such tax or interest or penalty thereon, including
without limitation, liabilities relating to the necessity to withhold, or to
have withheld, any such tax from any payment made to the optionee/grantee.

18.  NON-EXCLUSIVITY OF THE 1999 PLAN

     The adoption of the 1999 Plan by the Board shall not be construed as
amending, modifying or rescinding any previously approved incentive arrangement
or as creating any limitations on the power of the Board to adopt such other
incentive arrangements as it may deem desirable, including,

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without limitation, the granting of stock options otherwise than under the 1999
Plan, and such arrangements may be either applicable generally or only in
specific cases.

19.  MULTIPLE AGREEMENTS

     The terms of each Option/Share may differ from other Options/Shares granted
under the 1999 Plan at the same time, or at any other time.  The Committee may
also grant more than one Option/Share to a given optionee/grantee during the
term of the 1999 Plan, either in addition to, or in substitution for, one or
more Options/Shares  previously granted to that optionee/grantee.

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