<PAGE>
                                                                  Exhibit 4.(A)9

                                WARRANT AGREEMENT

                          Dated as of February 21, 2002


Issuer:                 ViryaNet Ltd. (the "Company")

Holder:                 GE Capital Equity  Investments,  Inc. ("GEE"),  GE
                        Network Solutions  ("GENS"),  or its affiliates
                        (collectively "GE").

Issue:                  GE is hereby issued a warrant (the  "Warrant") to
                        purchase  649,604  Ordinary Shares of the Company,
                        subject to the adjustment  below. In the event
                        that at the Second Closing of the  Agreement and
                        Plan of Merger (the "Merger  Agreement")  which is
                        intended to be executed  among  the  Company,
                        iMedeon,  Inc.,  ViryaNet  Acquisition  Inc.  and
                        the stockholders  identified  in  such  agreement,
                        the  Company  shall  issue  Additional
                        Consideration  Shares,  then the  Warrant  shall
                        be  adjusted  and shall  entitle GE to purchase
                        672,230  Ordinary  Shares  of the  Company.  The
                        terms  Second  Closing  and Additional
                        Consideration  Shares shall have the meanings
                        ascribed to such terms in the Merger Agreement.

Exercise Price:         o  The exercise price per each Ordinary Share shall be
                           $US0.515.

Exercise Price          o In the event that the Company issues its Ordinary
Adjustment:             Shares in a single or series of related capital raising
                        transaction of $3MM or greater for a price per Ordinary
                        Share which is lower than the exercise price (the
                        "Reduced Price") of the Warrant, then the exercise price
                        will be adjusted to be equal to the Reduced Price. For
                        the avoidance of doubt, it is understood that the above
                        adjustment shall be a one-time adjustment and that the
                        exercise price will not be subject to further
                        adjustments following the above adjustment. Adjustments
                        will also be made for any stock dividends, splits,
                        combinations or the like.

Method of Exercise:     o  At the discretion of GE, either an exercise for cash
                           or an exercise by way of a "cashless exercise"
                           mechanism.

Term of Warrant         o  Warrant is exercisable immediately upon issuance, in
                           one or more parts.
                        o  Warrant  shall be  exercisable  for a period of three
                           (3) years  from the date hereof.
                        o  Warrant shall survive a sale of the Company.

Treatment of Dividends: Warrant holder shall be entitled to receive  dividends
                        issued (if issued) in respect of the Ordinary Shares of
                        the Company on an as exercised basis.

Information Rights:     Warrant  holder  shall  have the right to  receive  all
                        public  financial  information relating to the Company
                        as it becomes available to the public.

<PAGE>



Registration Rights:    The Ordinary Shares to which the Warrant may be
                        exercised shall be deemed to be "Registrable Securities"
                        under the Registration Rights Agreement to be entered
                        into upon the closing of a Merger Agreement and shall be
                        subject to the lock-up set forth in the Merger Agreement

Fees and Expenses:      Each party to pay own fees and expenses in connection
                        with the transaction.

Confidentiality:        This Warrant Agreement shall not be disclosed publicly
                        or privately without the prior written consent of both
                        parties except to the extent required by law.

Governing Law:          New York.

Binding Effect:         This Warrant  Agreement  shall be binding upon the
                        parties and in full force and effect as of the date
                        hereof.  Without  derogating  from the above,  the
                        parties  undertake to negotiate in good faith a more
                        detailed  form of warrant based upon the draft  provided
                        to the Company  provided by GE containing  the terms of
                        this Warrant  Agreement,  which will  replace  this
                        Warrant  Agreement,  and shall take best  efforts to
                        complete  such negotiation and sign such warrant by
                        February 28, 2002.


IN WITNESS HEREOF, the parties have signed this Warrant Agreement as of February
21, 2002:

-------------------                          --------------------
ViryaNet, Limited                            GE Capital Equity Investments, Inc.
By:_____________                             By:_____________
Its:______________                           Its:____________