<PAGE>
                                                                  Exhibit 4.(A)8

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE
SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING THIS WARRANT AND/OR
SUCH SECURITIES, OR THE HOLDER RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF
THE WARRANT AND/OR SUCH SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH
SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND THE QUALIFICATION
REQUIREMENTS UNDER APPLICABLE STATE OR FOREIGN LAW.

                       WARRANT TO PURCHASE ORDINARY SHARES

ViryaNet Ltd., an Israeli Company whose shares are currently publicly traded on
Nasdaq and on the Tel Aviv Stock Exchange ("TASE") (the "Company"), hereby
grants to Bank Hapoalim Ltd. or any of its subsidiaries (the "Holder"), the
right to purchase from the Company the number of Ordinary Shares of the Company,
nominal value NIS 0.10 each (the "Ordinary Shares"), set forth below, subject to
the terms and conditions set forth below, effective as of February 13, 2002 (the
"Effective Date").

1.       Number of Ordinary Shares Available for Purchase and Exercise Price

         This Warrant may be exercised to purchase up to 600,000 Ordinary
         Shares, at an exercise price per each Ordinary Share of $0.5 (fifty
         cents) (the "Warrant Price"), subject to adjustments under Section 8 of
         this Warrant (the "Warrant Shares"), for an aggregate exercise amount
         equal to three Hundred Thousand U.S. Dollars ($300,000).

2.       Term

         This Warrant may be exercised, in whole, or in part (subject to Section
         4 below), during the period beginning on the Effective Date and ending
         on the date which is the earlier of (i) four (4) years following the
         Effective Date, and (ii) immediately prior to the closing of (x) a sale
         of all or substantially all of the Company's assets or shares, or (y) a
         merger or consolidation into another entity in which the Company is not
         the surviving entity or (z) a merger or consolidation in which the
         shareholders of the Company immediately prior to such merger or
         consolidation hold less then 51% of the surviving entity following the
         merger or consolidation.

3.       Exercise of Warrant

         This Warrant may be exercised in whole or in part on any number of
         occasions during its term. The Warrant may be exercised by the
         surrender of the Warrant to the


<PAGE>

         Company at its principal office together with the Notice of Exercise
         annexed hereto duly completed and executed on behalf of the Holder.

         a.       Exercise for Cash

                  To exercise for cash, the Notice of Exercise must be
                  accompanied by payment in full of the amount of the aggregate
                  purchase price of the Warrant Shares being purchased upon such
                  exercise in immediately available funds, in U.S. Dollars or
                  NIS equivalent thereof, based on the representative rate of
                  exchange published by the Bank of Israel and known at the time
                  of payment.

         b.       Net Exercise

                  In lieu of the payment method set forth in Section 3(a) above,
                  the Holder may elect to exchange the Warrant for a number of
                  Warrant Shares equal to the increase in value of the Warrant
                  Shares otherwise purchasable hereunder on the date of
                  exchange. If the Holder elects to exchange this Warrant as
                  provided in this Section 3(b), the Holder shall tender to the
                  Company the Warrant along with the Notice of Exercise, and the
                  Company shall issue to the Holder the number of Warrant Shares
                  computed using the following formula:

                  X = Y (A-B)
                      -------
                         A

                  Where X = the number of Warrant Shares to be issued to the
                  Holder.

                  Y = the number of shares of Warrant Shares purchasable under
                  the Warrant (as adjusted to the date of such calculation, but
                  excluding those shares already issued under this Warrant).

                  A = the Fair Market Value (as defined below) of one share of
                  the Company's Ordinary Shares.

                  B = Exercise Price (as adjusted to the date of such
                  calculation).

                  "Fair Market Value" of an Ordinary Share shall mean:

                  (i)      If the Company's Ordinary Shares are listed on a
                           national securities exchange or is quoted on the
                           National Association of Securities Dealers, Inc.
                           Automated Quotation/National Market System
                           (NASDAQ/NMS), then the average closing or last sale
                           price, respectively, reported for the five (5)
                           trading days prior to the exercise date.

                  (ii)     If the Company's Ordinary Shares are not listed on a
                           national securities exchange or quoted on NASDAQ/NMS,
                           but are traded in the over-the-counter market, then
                           the average of the mean of the closing bid and asked
                           prices as reported for the five (5) trading days
                           prior to the exercise date.

                  (iii)    It is agreed between the parties that as long as the
                           Company's Ordinary Shares are either listed on
                           NASDAQ/NMS or are traded in the over the


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                           counter market in the US then the prices of the
                           Company's Ordinary Shares on the TASE shall be
                           disregarded for the purposes of the calculation of
                           the Fair Market Value of such shares. In the event
                           that the Company's Ordinary Shares are not listed on
                           a national securities exchange or quoted on
                           NASDAQ/NMS and are not traded in the over-the-counter
                           market, then the average closing price reported on
                           the TASE for the five (5) trading days prior to the
                           exercise date.

                  (iii)    If the Company's Ordinary Shares are not publicly
                           traded, then as determined by the Company's Board of
                           Directors in good faith.

         In the event of a net exercise, the entire Warrant must be surrendered,
         and no new Warrant shall be issued.

         c.       Issuance of Shares on Exercise

                  The Company agrees that the Warrant Shares so purchased shall
                  be issued as soon as practicable thereafter, and that the
                  Holder shall be deemed the record owner of such Warrant Shares
                  as of and from the close of business on the date on which this
                  Warrant shall be surrendered, together with payment in full as
                  required above. In the event of a partial exercise, the
                  Company shall concurrently issue to the Holder a replacement
                  Warrant on the same terms and conditions as this Warrant, but
                  representing the number of Warrant Shares remaining after such
                  partial exercise.

         d.       Conditional Exercise

                  In any connection with a merger or acquisition of the Company,
                  such exercise may be made conditional upon the completion of
                  such transaction.

4.       Fractional Interest

         No fractional shares will be issued in connection with any exercise
         hereunder, and the number of Warrant Shares issued shall be rounded
         down to the nearest whole number.

5.       Warrant Confers No Rights of Shareholder

         Except as otherwise set forth in this Warrant, the Holder shall not
         have any rights as a shareholder of the Company with regard to the
         Warrant Shares prior to actual exercise resulting in the purchase of
         any Warrant Shares.

6.       Investment Representation

         Neither this Warrant nor the Warrant Shares issuable upon the exercise
         of this Warrant have been registered under the Securities Act, or any
         other securities laws. The Holder acknowledges by acceptance of the
         Warrant that (a) it has acquired this Warrant for investment and not
         with a view to distribution; (b) it has either a pre-existing personal
         or business relationship with the Company, or its executive officers,
         or by reason of its business or financial experience, it has the
         capacity to protect its own interests in connection with the
         transaction; and (c) it is an accredited investor as

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                                      - 4 -

          that term is defined in Regulation D promulgated under the Securities
          Act. The Holder agrees that any Warrant Shares issuable upon exercise
          of this Warrant will be acquired for investment and not with a view to
          distribution and such Warrant Shares will not be registered under the
          Securities Act and applicable state securities laws and that such
          Warrant Shares may have to be held indefinitely unless they are
          subsequently registered or qualified under the Securities Act and
          applicable state securities laws, or based on an opinion of counsel
          reasonably satisfactory to the Company, an exemption from such
          registration and qualification is available. The Holder, by acceptance
          hereof, consents to the placement of legend(s) on all securities
          hereunder as to the applicable restrictions on transferability in
          order to ensure compliance with the Securities Act, unless in the
          opinion of counsel for the Company such legend is not required in
          order to ensure compliance with the Securities Act. The Company may
          issue stop transfer instructions to its transfer agent in connection
          with such restrictions.

7.       Adjustment of Warrant Price and Number of Shares

         The number and kind of securities purchasable initially upon the
         exercise of this Warrant and the Warrant Price shall be subject to
         adjustment from time to time upon the occurrence of certain events, as
         follows:

         a.       Adjustment for Shares Splits and Combinations If the Company
                  at any time or from time to time during the term of this
                  Warrant effects a subdivision of the outstanding Ordinary
                  Shares, the number of Ordinary Shares issuable upon exercise
                  of this Warrant immediately before the subdivision shall be
                  proportionately increased, and conversely, if the Company at
                  any time or from time to time combines the outstanding
                  Ordinary Shares, the number of Ordinary Shares issuable upon
                  exercise of this Warrant immediately before the combination
                  shall be proportionately decreased. Any adjustment under this
                  Section 7(a) shall become effective at the close of business
                  on the date the subdivision or combination becomes effective.

         b.       Adjustment for Certain Dividends and Distributions In the
                  event the Company at any time or from time to time, during the
                  term of this Warrant makes, or fixes a record date for the
                  determination of holders of Ordinary Shares entitled to
                  receive a dividend or other distribution payable in additional
                  shares of Ordinary Shares, then and in each such event the
                  number of Ordinary Shares issuable upon exercise of this
                  Warrant shall be increased as of the time of such issuance or,
                  in the event such a record date is fixed, as of the close of
                  business on such record date, by multiplying the number of
                  Ordinary Shares issuable upon exercise of this Warrant by a
                  fraction: (i) the numerator of which shall be the total number
                  of Ordinary Shares issued and outstanding immediately prior to
                  the time of such issuance or the close of business on such
                  record date plus the number of Ordinary Shares issuable in
                  payment of such dividend or distribution, and (ii) the
                  denominator of which is the total number of shares of Ordinary
                  Shares issued and outstanding immediately prior to the time of
                  such issuance or the close of business on such record date;
                  provided, however, that if such record date is fixed and such
                  dividend is not fully paid or if such distribution is not
                  fully made on the date fixed thereof, the number of


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                                      -5-

                  Ordinary Shares issuable upon exercise of this Warrant shall
                  be recomputed accordingly as of the close of business on such
                  record date and thereafter the number of shares of Ordinary
                  Shares issuable upon exercise of this Warrant shall be
                  adjusted pursuant to this Section 7(b) as of the time of
                  actual payment of such dividends or distributions.

         c.       Adjustments for Other Dividends and Distributions. In the
                  event the Company at any time or from time to time during the
                  term of this Warrant makes, or fixes a record date for the
                  determination of holders of Ordinary Shares entitled to
                  receive a dividend or other distribution payable in securities
                  of the Company other than Ordinary Shares, then in each such
                  event provision shall be made so that the Holder shall receive
                  upon exercise of this Warrant, in addition to the number of
                  Ordinary Shares receivable thereupon, the amount of securities
                  of the Company that the Holder would have received had this
                  Warrant been exercised for Ordinary Shares immediately prior
                  to such event (or the record date for such event) and had the
                  Holder thereafter, during the period from the date of such
                  event to and including the date of exercise, retained such
                  securities receivable by it as aforesaid during such period,
                  subject to all other adjustments called for during such period
                  under this Section and the Company's Articles of Association
                  with respect to the rights of the Holder.


         d.       Adjustment for Reclassification, Exchange and Substitution If
                  the Ordinary Shares issuable upon the exercise of this Warrant
                  are changed into the same or a different number of shares of
                  any class or classes of shares, whether by recapitalization,
                  reclassification or otherwise (other than a subdivision or
                  combination of shares or shares dividend or a reorganization,
                  merger, consolidation or sale of assets, provided for
                  elsewhere in this Section), then and in any such event the
                  Holder shall have the right thereafter to exercise this
                  Warrant into the kind and amount of shares and other
                  securities receivable upon such recapitalization,
                  reclassification or other change, by holders of the number of
                  shares of Ordinary Shares for which this Warrant might have
                  been exercised immediately prior to such recapitalization,
                  reclassification or change, all subject to further adjustment
                  as provided herein and under the Company's Articles of
                  Association.


         e.       Reorganization, Mergers, Consolidations or Sales of Assets If
                  at any time or from time to time during the term of this
                  Warrant there is a capital reorganization of the Ordinary
                  Shares (other than a recapitalization, subdivision,
                  combination, reclassification or exchange of shares provided
                  for elsewhere in this Subsection) or a merger or consolidation
                  of the Company with or into another corporation, or the sale
                  of all or substantially all of the Company's shares or
                  properties and assets to any other person, then, as a part of
                  such reorganization, merger, consolidation or sale, provision
                  shall be made so that the Holder shall thereafter be entitled
                  to receive upon exercise of this Warrant, the number of shares
                  or other securities or property of the Company, or of the
                  successor corporation resulting from such merger or
                  consolidation or sale, to which a holder of Ordinary Shares
                  deliverable upon conversion would have been entitled on such
                  capital reorganization, merger, consolidation or


<PAGE>
                                      -6-

                  sale. In any such case (except to the extent any cash or
                  property is received in such transaction), appropriate
                  adjustment shall be made in the application of the provisions
                  of this Subsection and the Company's Articles of Association
                  with respect to the rights of the Holder after the
                  reorganization, merger, consolidation or sale to the end that
                  the provisions of this Subsection and the Company's Articles
                  of Association (including adjustment of the number of shares
                  of Ordinary Shares issuable upon exercise of this Warrant)
                  shall be applicable after that event and be as nearly
                  equivalent to the provisions hereof as may be practicable.

         f.       Other Transactions. In the event that the Company shall issue
                  shares to its shareholders as a result of a split-off,
                  spin-off or the like, then the Company shall give the Holder a
                  30 days written notice prior to the completion of such
                  issuance or other action.


         g.       General Protection. The Company will not, by amendment of its
                  Articles of Association or through any reorganization,
                  recapitalization, transfer of assets, consolidation, merger,
                  dissolution, issue or sale of securities or any other
                  voluntary action, avoid or seek to avoid the observance or
                  performance of any of the terms to be observed or performed
                  hereunder, or impair the economic interest of the Holder, but
                  will at all times in good faith assist in the carrying out of
                  all the provisions hereof and in taking of all such actions
                  and making all such adjustments as may be necessary or
                  appropriate in order to protect the rights and the economic
                  interests of the Holder against impairment.

         h.       Notice of Capital Changes. If at any time during the term of
                  this Warrant there shall be any capital reorganization or
                  reclassification of the capital shares of the Company, or
                  consolidation or merger of the Company with, or sale of all or
                  substantially all of its assets to another company or there
                  shall be a voluntary or involuntary dissolution, liquidation
                  or winding up of the Company, or other transaction described
                  in this Section 7, then, in any one or more of said cases, the
                  Company shall give the Holder written notice, by registered or
                  certified mail, postage prepaid, of the date on which such
                  reorganization, reclassification, consolidation, merger, sale,
                  dissolution, liquidation or winding up shall take place, as
                  the case may be. Such notice shall also specify the date as of
                  which the holders of record of Ordinary Shares shall
                  participate in such subscription rights, or shall be entitled
                  to exchange their Ordinary Shares for securities or other
                  property deliverable upon such reorganization,
                  reclassification, consolidation, merger, sale, dissolution,
                  liquidation or winding up, as the case may be. Such written
                  notice shall be given at least fourteen (14) days prior to the
                  action in question and not less than fourteen (14) days prior
                  to the record date in respect thereto.


         i.       Adjustment of Warrant Price. Upon each adjustment in the
                  number of Ordinary Shares purchasable hereunder, the Warrant
                  Price shall be proportionately increased or decreased, as the
                  case may be, in a manner that is the inverse of the manner in
                  which the number of Ordinary Shares purchasable hereunder
                  shall be adjusted.


<PAGE>
                                      -7-

         j.       Notice of Adjustments. Whenever the Warrant Price or the
                  number of Ordinary Shares purchasable hereunder shall be
                  adjusted pursuant to Section 7 hereof, the Company shall
                  prepare a certificate signed by the chief financial officer of
                  the Company setting forth, in reasonable detail, the event
                  requiring the adjustment, the amount of the adjustment, the
                  method by which such adjustment was calculated, and the
                  Warrant Price and the number of Ordinary Shares purchasable
                  hereunder after giving effect to such adjustment, and shall
                  cause copies of such certificate to be mailed (by first class
                  mail, postage prepaid) to the Holder.

8.       Transfer of This Warrant or Securities Issuable on Exercise Hereof

         a.       With respect to any offer, sale or other disposition of this
                  Warrant or securities into which such Warrant may be
                  exercised, the Holder will give written notice to the Company
                  prior thereto, describing briefly the manner thereof, together
                  with, if requested by the Company, a written opinion of such
                  Holder's counsel, to the effect that such offer, sale or other
                  distribution may be effected without registration or
                  qualification (under any federal or state law then in effect).
                  Such opinion letter and all such transferees must warrant and
                  represent that each such transferee is an "accredited"
                  investor as that term is defined under Regulation D of the
                  Securities Act. Promptly, as practicable, upon receiving such
                  written notice and opinion and warranties and representations,
                  if so requested, the Company, as promptly as practicable,
                  shall deliver to the Holder one or more replacement Warrant
                  certificates on the same terms and conditions as this Warrant
                  for delivery to the transferees. Each Warrant thus transferred
                  and each certificate representing the securities thus
                  transferred shall bear legend(s) as to the applicable
                  restrictions on transferability in order to ensure compliance
                  with the Securities Act, unless in the opinion of counsel for
                  the Company such legend is not required in order to ensure
                  compliance with the Securities Act. The Company may issue stop
                  transfer instructions to its transfer agent in connection with
                  such restrictions. Any provision of this Warrant to the
                  contrary notwithstanding, the Holder may not offer, sell or
                  otherwise dispose of this Warrant to any third party, other
                  than (i) to a wholly owned subsidiary of Bank Hapoalim B.M.,
                  or (ii) to any other transferee approved by the Company in
                  writing in its sole discretion. In addition to the above, any
                  transfer of this Warrant or the Warrant Shares shall be
                  subject to the provisions of the Company's Articles of
                  Association.


         b.       In the event that the Company or its shareholders receive an
                  offer to transfer all or substantially all of the shares in
                  the Company, or to effect a merger or acquisition, or sale of
                  all or substantially all of the assets of the Company, then
                  the Company shall promptly inform the Holder in writing of
                  such offer.

9.       Registration Rights

         The Company covenants and agrees as follows:

         The Holder shall have registration rights in accordance with and
         subject to the 2000 Amendment and Restatement to Investors Rights
         Agreement dated April 5, 2000, as amended (the "2000 Amended Investors
         Rights Agreement") between the Company

<PAGE>
                                      -8-

         and certain of its shareholders, pursuant to which the Company granted
         such shareholders registration rights as provided therein, and
         therefore (i) the Holder of this Warrant shall be deemed to be a Holder
         (as defined in the 2000 Amended Investors Rights Agreement) and (ii)
         (x) the Warrant Shares and (y) any Ordinary Shares of the Company
         issued as a dividend or other distribution with respect to, or in
         exchange for or in replacement of, such Warrant Shares shall be deemed
         to be included in the definition of Registrable Shares (as defined in
         the 2000 Amended Investors Rights Agreement); provided, however that
         the Holder can not activate a "demand" by himself or together with
         others but only join a "demand" effected by the other holders of
         Registrable Shares (as defined in the 2000 Amended Investors Rights
         Agreement).

         Rights and Obligations Survive Exercise and Expiration of Warrant The
         rights and obligations of the Company and the Holder set forth in this
         Section 9 and in the Registration Rights shall survive the exercise,
         conversion and expiration of this Warrant only if this Warrant is
         exercised and only with respect to the Warrant Shares issued in respect
         of this Warrant.

10.      Representations and Warranties.

         The Company represents and warrants to the Holder as follows:

         a.       This Warrant has been duly authorized and executed by the
                  Company and is a valid and binding obligation of the Company
                  enforceable in accordance with its terms.

         b.       The Warrant Shares are duly authorized and reserved for
                  issuance by the Company and, when issued in accordance with
                  the terms hereof, will be validly issued, fully paid and
                  nonassessable and not subject to any preemptive rights.

         c.       The execution and delivery of this Warrant are not, and the
                  issuance of the Warrant Shares upon exercise of this Warrant
                  in accordance with the terms hereof will not be, inconsistent
                  with the Company's Articles of Association, do not and will
                  not contravene any law, governmental rule or regulation,
                  judgment or order applicable to the Company, and, except for
                  consents that have already been obtained by the Company, do
                  not and will not conflict with or contravene any provision of,
                  or constitute a default under, any indenture, mortgage,
                  contract or other instrument of which the Company is a party
                  or by which it is bound or require the consent or approval of,
                  the giving of notice to, the registration with or the taking
                  of any action in respect of or by, any Federal, state or local
                  government authority or agency or other person.



                  The Holder represents and warrants to the Company as follows:

         c.       Holder has been provided with a copy of the 2000 Amended
                  Investors Rights Agreement, has carefully read its terms and
                  by executing this Warrant hereby agrees to be bound by the
                  provisions of the 2000 Amended Investors Rights Agreement
                  applicable to a "Holder" (as defined therein).


<PAGE>
                                      -9-


         d.       Holder has been provided with a copy of the Articles of
                  Association of the Company and has read the provision thereof.

11.      Loss, Theft, Destruction or Mutilation of Warrant

         Upon receipt by the Company of evidence reasonably satisfactory to it
         of the loss, theft, destruction or mutilation of any Warrant or Shares
         certificate, and in case of loss, theft or destruction, of indemnity,
         or security reasonably satisfactory to it, and upon reimbursement to
         the Company of all reasonable expenses incidental thereto, and upon
         surrender and cancellation of such Warrant or Shares certificate, if
         mutilated, the Company will make and deliver a new Warrant or Shares
         certificate of like tenor and dated as of such cancellation, in lieu of
         such Warrant or Shares certificate.

12.      Notices

         Any notice or other communication hereunder shall be in writing and
         shall be deemed to have been given upon delivery, if personally
         delivered or three business days after deposit if deposited in the mail
         for mailing by certified mail, postage prepaid, and addressed as
         follows:

         If to Holder:              Bank Hapoalim B.M.
                                    Electronics Group - Industrial Sector
                                    41-45 Rothschild Blvd.
                                    Tel Aviv, Israel
                                    attn.: Meiri Alterman
                                    fax: 03-567-5699

         If to Company:             ViryaNet Ltd.
                                    5 Kiriat Hamada Street
                                    Har Hotzvim, Jerusalem, Israel
                                    attn.: Samuel HaCohen or Yohanan Engelhardt
                                    fax: 02-5815507

         With a copy to: ViryaNet Inc..

                                    attn.: Samuel HaCohen or Yohanan Engelhardt
                                    fax: 1-508-490-8600

         Each of the above addressees may change its address for purposes of
         this paragraph by giving to the other addressees notice of such new
         address in conformance with this paragraph.


<PAGE>
                                      -10-

13.      Applicable Law; Jurisdiction

         This Warrant shall be governed by and construed in accordance with the
         laws of the State of Israel as applicable to contracts between two
         residents of the State of Israel entered into and to be performed
         entirely within the State of Israel. Any dispute arising under or in
         relation to this Warrant shall be resolved exclusively in the competent
         court for Tel Aviv-Jaffa district, and each of the parties hereby
         submits irrevocably to the exclusive jurisdiction of such court.

14.      Stamp Tax

         The Company will pay the Israeli Stamp Duty on the issuance of the
         Warrant Shares, and will notify the Israeli Companies Registrar of such
         issuance within the time period required by law. The Stamp Duty on this
         Warrant, if any, will be paid in full by the Company.

15.      Entire Agreement

         This Warrant constitutes the entire agreement between the parties
         hereto with regard to the subject matters hereof, and supercedes any
         prior communications, agreements and/or understandings between the
         parties hereto with regard to the subject matters hereof.

Dated:   February 13, 2002

         VIRYANET  LTD.

         By:
           ----------------------

         Title:
              -------------------


<PAGE>
                                      -11-

                               NOTICE OF EXERCISE

To:

1.       The undersigned hereby elects to purchase _________ shares of Ordinary
         Shares of ____________, pursuant to the terms of the attached Warrant,
         and tenders herewith payment of the purchase price for such shares in
         full.

2.       In exercising this Warrant, the undersigned hereby confirms and
         acknowledges that the shares of Ordinary Shares are being acquired
         solely for the account of the undersigned and not as a nominee for any
         other party, or for investment, and that the undersigned will not
         offer, sell or otherwise dispose of any such shares of Ordinary Shares
         except under circumstances that will not result in a violation of the
         Securities Act of 1933, as amended, or any state securities laws.

3.       Please issue a certificate representing said shares of Ordinary Shares
         in the name of the undersigned.

4.       Please issue a new Warrant for the unexercised portion of the attached
         Warrant in the name of the undersigned.




----------------------             -------------------------
(Date)                             (Print Name)


                                   -------------------------
                                   (Signature)