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                                                                  Exhibit 4.(B)2

 [English Summary Translation of a Lease Agreement Dated the 4th of July, 2002]

               Lease Agreement (hereinafter: the "New Agreement")

          Entered into and signed in Jerusalem on the 4th of July, 2002

Between:       Kaps-Pharma Ltd.
               of 24 Raul Wallenberg St., Tel-Aviv
               (hereinafter: the "Lessor")

And between:   ViryaNet Ltd.
               of 8 Hamarpe St., Har Hotzvim, Jerusalem
               (hereinafter: the "Lessee")

     WHEREAS, the Lessee leased from the Lessor, within the building located in
the Har Hotzvim industrial zone (hereinafter: the "Building"), a total are of
1,404 square meters on the eighth floor of the Building (hereinafter: the
"Original Leased Property"), in accordance with the terms and conditions of the
agreement for the assignment and transferal of the lease over the premises,
which the Lessor, the Lessee and BRM Technologies Ltd. entered into on July
15th, 2001, according to which it was agreed that the Lessee be assigned the
lease of BRM Technologies Ltd. entered into on May 1st, 19997 (hereinafter
respectively: the "Assignment Agreement" and the "Lease Agreement");

     WHEREAS, the term of the Original Lease Term (as such is defined in the
Lease Agreement) has ended and the Lessee has opted not to exercise its option
under the Lease Agreement and not extend the term of the Original Lease Term,
accordingly the Lease Agreement is to terminate on October 31, 2002;

     WHEREAS, the Lessor desires leasing to the Lessee and the Lessee desires
leasing from the Lessor a part of the Original Leased Property and a portion of
the parking spaces which were leased to the Lessee under the Lease Agreement,
for an additional term;

     WHEREAS, the Lessor and the Lessee have decided, for reasons of
convenience, that the terms of the Lease Agreement and the Assignment Agreement
shall continue to apply to the Decreased Leased Property (as defined
hereinbelow) for additional periods as are set forth in this New Agreement,
subject to the amendments as detailed in the New Agreement with respect to the
terms of the Lease Agreement and the Assignment Agreement;

     Now, Therefore, it has been stipulated and agreed upon as follows:

     1.   The Preamble to this New Agreement forms an integral part hereof.

     2.   The parties agree that, subject to the amendments detailed in the New
          Agreement hereinabove and hereinbelow, the terms of the Lease
          Agreement (as amended by the Assignment Agreement) shall apply to the
          lease of the

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          Decreased Leased Property (as defined hereinbelow) and the Parking
          Spaces (as defined hereinbelow).



3.        The parties agree as follows:

          3.1. As of the 1st of November, 2002, in accordance with the terms of
               this agreement, the Lessee will lease from the Lessor part of the
               Original Leased Property as is detailed in the floor-plan
               attached hereto as Appendix A (hereinafter: the "Decreased Leased
               Property"). Accordingly, as of the 1st of November, 2002, the
               term "Premises" in Section 2 of the Lease Agreement shall be
               replaced with the following language:

               The "Premises": An area of 705.2 square meters (gross) on the
               eighth floor of the Building, all as detailed and marked in red
               in the floor-plan attached as Appendix A to this agreement and
               the Parking Spaces as set forth in Section 7 below."

          3.2. In addition, it is agreed upon that the number of the Lessee's
               Parking Spaces in the Premises shall change to 24 Parking Spaces,
               and this update supercedes all corrections, updates or other
               agreements, including the amendment detailed in Section 6(c)(1)
               of the Assignment Agreement. Accordingly, it is hereby agreed
               that, as from November 1st, 2002, Section 7 of the Lease
               Agreement shall be deleted in its entirety and in its stead the
               following Section 7 shall replace it:

               "7. Parking

               The floor-plan of the Parking Spaces in the Building is attached
               as Appendix D to this Agreement and as Appendix B to the New
               Agreement (hereinafter: the "Parking Space Floor-Plan"). The
               Lessee shall be entitled to 24 regular Parking Spaces. The
               Parking Spaces are marked out in red on the Parking Space
               Floor-Plan and they shall be at the disposal of the Lessee for
               the term of the lease for its sole use.

               In consideration of the use of the regular Parking Spaces, the
               Lessee shall pay to the Lessor the rent as detailed in Section 10
               below.

               In any event of the end of the lease or its termination,
               whichever may occurs, the right to use the Parking Spaces shall
               terminate automatically. The terms of this agreement, insomuch as
               they apply to the Premises, shall apply to the Parking Spaces as
               well."

          3.3. It is agreed by the parties that the term of the initial lease
               over the Decreased Leased Property, as defined in Section 3.1
               above, and over the Parking Spaces, as set forth in Section 3.2
               above, shall be for 12 months commencing on November 1st, 2002
               and until October 31st, 2003 and the term "Original Lease Term"
               as defined in Section 9(a)

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               of the Lease Agreement shall apply accordingly to the term as
               detailed in this Section 3.3.



          3.4. It is agreed that the Extended Terms (as such term is defined in
               the Lease Agreement) shall be updated and amended. Accordingly,
               it is hereby agreed that as of November 1st, 2002, the first and
               second paragraphs of Section 9(b) to the Lease Agreement shall be
               deleted in their entirety, beginning with the words "Subject to
               the fulfillment by the Lessee of all of its obligations" and
               until the words "hereinafter the "Extended Term," and in their
               stead the following first and second paragraphs shall be inserted
               as follows:

               "b.  Subject to the fulfillment by the Lessee of all of its
                    obligations in accordance with this agreement and to its
                    providing notice as detailed herein, the Lessee shall have
                    the option of extending the term of the Original Lease Term
                    by two additional and subsequent lease periods, the first of
                    12 months and the second of 24 months.

                    Each period of 12 or 24 months as aforesaid shall be
                    defined as an "Extended Term."

          3.5. (A) The parties agree that during the Original Lease Term over
               the Decreased Leased Property, as defined in Section 3.3 above,
               and during the Extended Terms over the Decreased Leased Property,
               both the first and the second, the rent shall be US $11.5 per
               square meter per month and that the rent for each parking space
               shall be US $75 per month. It is agreed that this update
               supercedes all corrections, updates or other agreements,
               including the amendment detailed in Section 6(b) of the
               Assignment Agreement. Accordingly, it is hereby agreed that, as
               from November 1st, 2002, Sections 10(a) and 10(f) of the Lease
               Agreement shall be deleted in their entirety and Section 10(a)
               shall be replaced with the following language:

               "a.  During the Original Lease Term and the Extended Terms, the
                    Lessee undertakes to pay the Lessor for the Premises a
                    monthly rent of US $11.5 per square meter (gross) of the
                    Lease Premises, as detailed in Section 2 above, and US $ 75
                    per each Parking Space, which comes out to US $9,909.8 per
                    month (hereinafter: the "Rent")."

               (B) In addition, the parties hereby expressly agree that despite
               the Lessee's lease the Decreased Leased Property only, in
               accordance with the terms hereof, the Lessee will continue and
               pay the Lessor the Refurbishment Fees, as such are defined in
               Section 10(b) of the Lease Agreement, for the entire originally
               leased premises (i.e. for 1,404 square meters). Despite this, at
               the request of the Lessee the Lessor has agreed to spread the
               remainder of the Lessee debt for the Refurbishment Fees over a
               period of 24 months instead of the originally agreed upon 12
               months that remain for the aforementioned

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                    payments according to the original terms of the Lease
                    Agreement, so that it is agreed upon by the parties that, as
                    from November 1st, 2002, the Lessee shall pay the remainder
                    of the Refurbishment Fees to the Lessor in 24 equal monthly
                    installments. Accordingly, it is agreed that, as from
                    November 1st, 2002, Section 10(b) of the Lease Agreement
                    shall be replaced with the following language:

               "b.  In addition to and together with the Rent as detailed in
                    Sub-section (a) above, the Lessee shall pay the Lessor for
                    the refurbishment performed on the Premises by the Lessor
                    for the Lessee, all as detailed in Section 5 above, over a
                    period of 24 months thereafter, i.e. as from November 1st,
                    2002 and until October 31st, 2004 an additional payment for
                    the reimbursement of the cost of refurbishing the Premises,
                    totaling US $2,337.65 per month (hereinafter: the
                    "Refurbishment Fees").

                    It is agreed that, in the event that the Lessee's lease over
                    the Premises terminates for any reason prior to the lapse of
                    such 24 month period as aforesaid in this Section, including
                    as a result of the Lessee's decision not to exercise the
                    first Extended Term, the Lessee shall repay the Lessor in
                    full, immediately upon the termination of the lease whenever
                    such is to occur, the remainder of the Refurbishment Fee as
                    yet then unpaid up to such date."

               (C)  For the avoidance of doubt, it is hereby clarified that in
                    accordance with the amendments and corrections above, the
                    monthly Rent over the Premises, as defined in Section 2.2
                    above, including the Refurbishment Fees (be not including
                    the maintenance fees), shall be as follows:

               (1)  During the Original Lease Term over the Decreased Leased
                    Property and during the first Extended Period over the
                    Decreased Leased Property, the Rent shall be US $12,247.45
                    plus VAT, (2) during the second Extended Term of the
                    Decreased Leased Property the Rent shall be US $9,909.8 plus
                    VAT.

          3.6. In addition to the aforesaid, it is hereby agreed that the work
               needed to divide and separate the Original Leased Property under
               to the Lease Agreement (1,404 gross square meters) and its
               enclosure, according to the orange markings on the renovation
               plan attached hereto as Appendix C, including the construction
               work, the modification of the electricity board and the air
               conditioning in the Premises and all the other work needed to
               modify the Original Leased Property so as to create the Decreased
               Leased Property that is to be leased to the Lessee according to
               this agreement (being the "Premises" as defined in Section 2.2
               above, totaling 705.2 square meters (gross) (hereinafter: the
               "Renovation Work"), including the written authorization of a
               safety expert approved by the Lessor for the

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               Decreased Leased Property, shall be performed by the Lessee and
               at the expense of the Lessee during the first week of the month
               of November, 2002. The parties hereby expressly agree that the
               performance of the Renovation Work by contractors of the Lessee
               will be subject to the Lessors prior written approval to the
               identity of such contractors and to all the plans for the
               division and renovation connected with the Renovation Work on the
               Premises.

          3.7. In light of the reduction of the Original Leased Property to the
               Decreased Leased Property, it is hereby agreed that, as from
               November 1st, 2002, Section 21(b) of the Lease Agreement shall be
               replaced with the following language:

               "b.  In addition to and without derogating from the rights and
                    remedies afforded to the Lessor under the terms of this
                    agreement and/or under law, the Lessee undertakes that if it
                    does not vacate the Premises in accordance with sub-section
                    (a) above, it shall pay the Lessor, for each day of delay,
                    agreed upon and predetermined usage fees in the sum of three
                    (3) times the daily Rent and maintenance fees. This sum is
                    to be liked to the index from the initial determination of
                    the index to the index as published at the actual time the
                    Premises are vacated."

          3.8. In addition, it is hereby agreed that the Lessee is entitled to
               deposit with the Lessor an autonomous unconditional bank
               guarantee drawn out in the favor of Kaps-Pharma Ltd., subject to
               the terms of Section 22 of the Lease Agreement, mutatis mutandis,
               of up to a sum equal to the Rent and maintenance fees plus VAT
               for 6 months for the Decreased Leased Property to be valid for
               the duration of the Original Lease Term over the Decreased Leased
               Property and an additional 3 months following the Original Lease
               Term over the Decreased Leased Property, all in accordance with
               the terms and conditions detailed in the Lease Agreement. Against
               deposit of the aforementioned guarantee, the Lessor shall return
               to the Lessee the bank guarantee in the sum of US $96,466 which
               the Lessee deposited with the Lessor on October 1, 2001, for the
               lease of the Original Leased Property in their entirety.

          3.9. It is hereby agreed that as of November 1st, 2002 Section 19(b)
               of the Lease Agreement shall be amended so that the predetermined
               liquidated damages set forth therein shall be reduced and reset
               at US $32,280.

4.        For the avoidance of doubt it is hereby clarified that, subject to all
          the provisions of this agreement, the terms of Section 10 to the Lease
          Agreement shall continue to apply to the parties, including all of its
          sub-sections, all as detailed in the Lease Agreement and the
          Assignment Agreement.

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5.        There shall be no change to any other provision of the Lease
          Agreement. It is hereby agreed on by the parties that the Lease
          Agreement and the Assignment Agreement, including all of the
          provisions therein, shall continue to bind the parties, mutatis
          mutandis, subject to the any express term to the contrary contained in
          this agreement.

6.        For the avoidance of doubt it is hereby clarified that the New
          Agreement shall apply to the lease of the Decreased Leased Property
          and the Parking Spaces, all as aforesaid, only as from November 1st,
          2002 and with respect to anything having to do with the lease by the
          Lessee of the Original Leased Property up until the 1st of November,
          2002, the provisions of the Lease Agreement and the Assignment
          Agreement shall continue to bind the parties in accordance with their
          terms without any amendment.

As evidence hereof we have set forth our signatures:

-------------------------------                -----------------------------

       Kaps-Pharma Ltd.                               ViryaNet Ltd.