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                                                                  Exhibit 4.(A)2

                          REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of the 25 day of
February, 2002, by and among ViryaNet Limited., a company organized under the
laws of the State of Israel (the "Company"), and the other persons listed on
Exhibit A hereto and executing this Agreement (the "Shareholders"), which
persons were, prior to the closing of the Merger Agreement (as defined below),
the holders of all issued and outstanding shares of capital stock of iMedeon
Inc., a Georgia corporation ("iMedeon").

                              W I T N E S S E T H:


     WHEREAS, the Company, iMedeon, the Shareholders and ViryaNet Acquisition,
Inc., a Georgia corporation ("Merger Sub") and wholly owned subsidiary of
ViryaNet, Inc., a wholly owned subsidiary of the Company ("US Sub"), have
entered into a Agreement and Plan of Merger, dated as of February 25, 2002 (the
"Merger Agreement"), pursuant to which Merger Sub shall merge with and into
iMedeon and iMedeon shall thereby become a wholly owned subsidiary of US Sub and
the holders of capital stock of iMedeon shall become holders of capital stock of
the Company; and

     WHEREAS, a condition to the closing of the Merger Agreement (the "Closing")
is that the parties hereto enter into this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein, the parties hereby agree as follows:

     1.   Definitions

     Terms used in this Agreement and not otherwise defined herein shall have
the meanings ascribed to them in the Merger Agreement. As used in this
Agreement, the following terms have the following meanings:

          1.1.    The term "Companies Law" shall mean the Israeli Companies Law
                  1999, as amended.


          1.2.    The term "Exchange Act" shall mean the Securities Exchange Act
                  of 1934, as amended.


          1.3.    The term "Form F-3" shall mean such form under the Securities
                  Act, as in effect on the date hereof or any registration form
                  under the Securities Act subsequently adopted by the SEC which
                  permits inclusion or incorporation of substantial information
                  by reference to other documents filed by the Company with the
                  SEC.

          1.4.    The term "Holder" shall mean any person owning Registrable
                  Securities (as defined below) or any assignee or transferee
                  thereof.


          1.5.    The term "Israeli Securities Law" shall mean the Israeli
                  Securities Law - 1968, as amended.

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          1.6.    The terms "register", "registered" and "registration" refer to
                  a registration effected by preparing and filing a registration
                  statement or similar document in compliance with the
                  Securities Act, and the declaration or ordering of
                  effectiveness of such registration statement or document or
                  the equivalent actions under the laws of another jurisdiction.

          1.7.    The term "Registrable Securities" shall mean Ordinary Shares
                  constituting the Initial Consideration and any Additional
                  Consideration Shares (if issued) which are not Locked-Up as
                  contemplated under Section 8.2 of the Merger Agreement,
                  provided, however, that if the Company files a registration
                  statement which constitutes a Piggyback Registration under
                  Section 4 herein prior to such time as the Initial
                  Consideration and any Additional Consideration Shares are no
                  longer Locked-Up, such Locked-Up Ordinary Shares shall be
                  deemed Registrable Securities for purposes of Section 4;
                  provided further, however, that any Ordinary Shares which can
                  be disposed of pursuant to Rule 144k promulgated under the
                  Securities Act ("Rule 144") shall not be deemed Registrable
                  Securities hereunder.


          1.8.    The term "SEC" shall mean the Securities and Exchange
                  Commission.


          1.9.    The term "Securities Act" shall mean the Securities Act of
                  1933, as amended.


          1.10    The term "Investor" shall mean an investor in a private
                  placement transaction closed by the Company within six months
                  of the date hereof.


     2.   Demand Registration

          2.1.    If the Company shall receive, at any time starting six (6)
                  months after the Closing Date, a written request from the
                  Holders of a majority of the Registrable Securities (the
                  "Initiating Holders") to file a registration statement under
                  the Securities Act covering the registration of all or part of
                  the Registrable Securities, then the Company shall:

                  2.1.1. within twenty (20) days of the receipt thereof, give
                         written notice of such request to all other Holders;
                         and

                  2.1.2. use its best efforts to effect as soon as practicable,
                         the registration under the Securities Act of all
                         Registrable Securities which are specified in such
                         written request together with the Registrable
                         Securities of non-Initating Holders joining in such
                         request pursuant to written requests received by the
                         Company from such non-Initiating Holders within 20 days
                         after the receipt of the Company's written notice.

          2.2.    If the Company shall furnish to the Holders requesting
                  registration pursuant to this Section 2 a certificate signed
                  by the Chief Executive Officer of the Company or the Chairman
                  of the Company's Board of Directors stating that in the good
                  faith judgment of the Board of Directors of the Company it
                  would be seriously detrimental to the Company and its
                  shareholders for such registration to be effected at such
                  time, the Company shall have the right to defer such filing
                  for a period of not more than one hundred and twenty (120)
                  days after receipt of

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                  the request of the Initiating Holders, provided that such
                  right to delay a request shall be exercised by the Company not
                  more than once in any 12 month period.

          2.3.    In the case of any registration effected pursuant to this
                  Section 2 the Company shall have the right to designate the
                  managing underwriter(s) in any underwritten offering.

          2.4.    The Company and all Holders participating in such underwritten
                  registration shall enter into an underwriting agreement in
                  customary form with the underwriter or underwriters selected
                  for such underwriting.

          2.5.    Notwithstanding any other provision of this Section 2 (except
                  for Section 2.2), if the underwriter of a registration being
                  made pursuant to Section 2 advises the Initiating Holders in
                  writing that marketing factors require a limitation of the
                  number of Registrable Securities to be included in such
                  underwritten registration, then the Initiating Holders shall
                  so advise all Holders of Registrable Securities which would
                  otherwise be underwritten, and then there shall be excluded
                  from such registration and underwriting, to the extent
                  necessary to satisfy such limitation, Registrable Securities
                  held by the Holders pro rata to the number of shares held by
                  each Holder that has requested to be included in such
                  registration.

          2.6.    Limitation on Number of Demand Registrations.


                  2.6.1. The Company shall not be required to effect more than
                         one (1) demand registration pursuant to Section 2. If
                         the Company shall be eligible to use a registration
                         statement on Form F-3 in connection with the demand
                         registration under this Section 2, such registration
                         may be effected by the Company on Form F-3.

                  2.6.2. Notwithstanding the foregoing, (1) if the Initiating
                         Holders have requested, and the Company has effected,
                         the single demand registration allowed pursuant to this
                         Section 2 within 12 months of the date of this
                         Agreement and (2) from and after 12 months from the
                         date of this Agreement, the Company is not eligible to
                         use a registration statement on Form F-3 in connection
                         with a shelf registration for the resale of the
                         Company's shares, then the Holders will be entitled to
                         one (1) additional demand registration pursuant to this
                         Section 2; provided, however that the Company shall not
                         be required to effect a registration if the market
                         price of the Registrable Securities to be registered
                         thereunder is less than $750,000.


          2.7.    The Company may not cause any other registration of securities
                  for sale for its own account (other than a registration
                  effected solely to implement an employee benefit plan) to be
                  initiated after delivery of a demand for a registration
                  requested pursuant to this Section 2 and to become effective
                  less than one hundred and twenty (120) days after the
                  effective date of a registration made pursuant to such demand
                  under this Section 2.

          2.8.    The Initiating Holders may withdraw their request for such
                  demand registration at any time and they shall not be deemed
                  to have exhausted any rights to make a

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                  demand registration in the future, provided that they
                  reimburse the Company for all of its costs and expenses
                  incurred in connection with such withdrawn demand registration
                  (collectively, "Company Expenses"), if such registration has
                  in fact been cancelled. Notwithstanding the above, if the
                  Initiating Holders withdraw their request based upon material
                  adverse information relating to the Company or its condition,
                  business, prospects or general securities market conditions
                  which is different from that generally known to the
                  Shareholders making the demand at the time of their request,
                  the Initiating Holders shall not have to reimburse the Company
                  for the Company Expenses.

     3.   Shelf Registration

          3.1.    From such time as the Company becomes eligible to file
                  registration statements on Form F-3, at the request of the
                  Initiating Holders to file a shelf registration statement
                  pursuant to Rule 415 under the Securities Act with the SEC,
                  the Company shall:

                  3.1.1. within twenty (20) days after receipt of any such
                         request, give written notice of the proposed
                         registration to all other Holders; and


                  3.1.2. use its best efforts to effect as soon as practicable,
                         the registration under the Securities Act of all
                         Registrable Securities which are specified in such
                         written request together with the Registrable
                         Securities of non-Initating Holders joining in such
                         request pursuant to written requests received by the
                         Company from such non-Initiating Holders within 20 days
                         after the receipt of the Company's written notice.

          3.2.    The Company undertakes that it will, once having qualified for
                  registration on Form F-3, use its best efforts to comply with
                  all necessary filings and other requirements so as to maintain
                  such qualification.

          3.3.    After a registration requested pursuant to Section 3, the
                  Company may not cause any other registration of securities for
                  sale for its own account (other than a registration effected
                  solely to implement an employee benefit plan) to be initiated
                  and to become effective less than 120 days after the effective
                  date of any registration requested pursuant to Section 3.1.

          3.4.    Notwithstanding the above, the Company shall not be required
                  to effect a registration pursuant to Section 3 if:


                  3.4.1. the market price of the Registrable Securities to be
                         registered thereunder is less than $750,000;


                  3.4.2. if the Company has, within the six (6) month period
                         preceding the date of such request, already effected
                         one registration under Section 3, or two registrations
                         under Section 3 in the previous twelve-month period; or


                  3.4.3. if Form F-3 is not available for such offering by the
                         Holders;


                  3.4.4. if the Company shall furnish to the Holders a
                         certificate signed by the Chief Executive Officer or
                         Chairman of the Board of the Company

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                         stating that in the good faith judgment of the Board of
                         Directors of the Company, it would be seriously
                         detrimental to the Company and its shareholders for
                         such Form F-3 registration to be effected at such time,
                         in which event the Company shall have the right to
                         defer the filing of the Form F-3 registration statement
                         for a period of not more than one hundred and twenty
                         (120) days after receipt of the request of the Holders
                         under this Section 3; provided, however, that the
                         Company shall not utilize this right more than once in
                         any twelve (12) month period.

     4.   Piggyback Registrations

          4.1.    Whenever the Company proposes to register for its own account
                  or for any other person other than in a registration pursuant
                  to Section 2 or 3 any of its securities under either the
                  Securities Act (other than a registration in connection with a
                  merger or acquisition on Form F-4 or S-4 or one relating
                  solely to employee benefit plans under Form S-8 or any similar
                  form) or the Israeli Securities Laws, it will promptly, and at
                  least thirty (30) days prior to the initial filing of a
                  registration statement with the SEC or Israeli equivalent,
                  give written notice to the Holders of its intention to effect
                  such a registration and will include in such registration all
                  the securities held by the Holders (subject to the provisions
                  of Section 4.3 hereto) with respect to which the Company
                  receives written requests for inclusion therein within twenty
                  (20) days after receipt of such notice by the Holders (a
                  "Piggyback Registration").


          4.2.    In the case of any registration initiated by the Company, the
                  Company shall have the right to designate the managing
                  underwriter in any underwritten offering and any Holders
                  participating in such underwritten registration shall enter
                  into an underwriting agreement in customary form with the
                  underwriter or underwriters selected for such underwriting.

          4.3.    If (i) a Piggyback Registration is an underwritten offering of
                  the Company's securities and the underwriter advises the
                  Company in writing that marketing factors require a limitation
                  of the number of Registrable Securities to be underwritten, or
                  (ii) the Investors piggyback on a demand registration by the
                  Holders under this Agreement and the underwriter advises the
                  Company in writing that marketing factors require a limitation
                  of the number of Registrable Securities to be registered in
                  such offering, the Company will include its securities in such
                  registration in the following order:

                  (a)    if the Piggyback Registration is initiated by the
                         Company:

                         (i)  first, all shares proposed to be included by the
                              Company; and

                         (ii) second, all Registrable Securities proposed to be
                              included by the Holders and all Registrable
                              Securities proposed to be included by the
                              Investors (the "Investor Registrable Securities");
                              pro rata, based on the aggregate number of the
                              Company's securities held by the Holders and the
                              Investors (irrespective of whether or not all
                              Holders and Investors propose to include their
                              securities in such

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                              offering). For avoidance of doubt, for purposes of
                              determining pro rata amounts, if the Holders
                              collectively hold 30% of the aggregate number of
                              Registrable Securities and Investor Registrable
                              Securities (collectively, the "Aggregate
                              Registrable Securities"), then at least 30% of the
                              Aggregate Registrable Securities included by the
                              Company pursuant to this section shall be
                              Registrable Securities, irrespective of whether
                              all Holders have requested to participate in such
                              offering (with participating Holders being
                              entitled to include additional Registrable
                              Securities). Similarly, if the Investors
                              collectively hold 70% of the Aggregate Registrable
                              Securities, then at least 70% of the Aggregate
                              Registrable Securities included by the Company
                              pursuant to this Section shall be Investor
                              Registrable Securities, irrespective of whether
                              all Investors have requested to participate in
                              such offering (with participating Investors being
                              entitled to include additional Investor
                              Registrable Securities).

                  (b)    if the Piggyback Registration is not initiated by the
                         Company:

                         (i)  first, all Registrable Securities proposed to be
                              included by the Holders and all Investor
                              Registrable Securities proposed to be included by
                              the Investors; provided, that if all such
                              securities cannot be included, the Company shall
                              include Registrable Securities and Investor
                              Registrable Securities pro rata, as determined in
                              subsection (a)(ii) above; and

                         (ii) second, all other securities of the Company or any
                              other shareholders proposed to be included in
                              such offering.

     5.   Obligations of the Company. Whenever required hereunder to effect the
          registration of any Registrable Securities, the Company shall, as
          expeditiously as reasonably possible:


          5.1.    Prepare and file with the SEC a registration statement with
                  respect to such Registrable Securities and use its best
                  efforts to cause such registration statement to become
                  effective in accordance with the time periods indicated above,
                  and, upon the request of the Initiating Holders, registered
                  thereunder, keep such registration statement effective for a
                  period of up to nine months or until the distribution
                  contemplated in the Registration Statement has been completed;

          5.2.    Prepare and file with the SEC such amendments and supplements
                  to such registration statement and the prospectus used in
                  connection with such registration statement as may be
                  necessary to comply with the provisions of the Securities Act
                  with respect to the disposition of all securities covered by
                  such registration statement;

          5.3.    Furnish to the Holders such numbers of copies of a prospectus,
                  including a preliminary prospectus, in conformity with the
                  requirements of the Securities Act, and such other documents
                  as they may reasonably request in order to facilitate the
                  disposition of Registrable Securities owned by them;

          5.4.    Register and qualify the securities covered by such
                  registration statement under such other securities laws of
                  such jurisdictions as shall be reasonably requested by the
                  Holders, as the case may be;

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          5.5.    In the event of any underwritten public offering, enter into
                  and perform its obligations under an underwriting agreement,
                  in usual and customary form, with terms generally satisfactory
                  to the managing underwriter of such offering. Each Holder or
                  other shareholder participating in such underwriting shall
                  also enter into and perform its obligations under such an
                  agreement;

          5.6.    Notify each Holder covered by such registration statement at
                  any time when a prospectus relating thereto is required to be
                  delivered under the Securities Act of the happening of any
                  event as a result of which the prospectus included in such
                  registration statement, as then in effect, includes an untrue
                  statement of a material fact or omits to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading in the light of the
                  circumstances then existing;

          5.7.    Cause all Registrable Securities registered pursuant hereto to
                  be listed on each securities exchange on which similar
                  securities issued by the Company are then listed;


          5.8.    Provide a transfer agent and registrar for all Registrable
                  Securities registered pursuant hereto and a CUSIP number for
                  all such Registrable Securities not later than the effective
                  date of such registration; and


          5.9.    Furnish, at the request of any Holder requesting registration
                  of Registrable Securities pursuant to Section 2 hereof, on the
                  date that such Registrable Securities are delivered to the
                  underwriters for sale, if such securities are being sold
                  through underwriters, or, if such securities are not being
                  sold through underwriters, on the date that the registration
                  statement with respect to such securities becomes effective,
                  (i) an opinion, dated such date, of the counsel representing
                  the Company for the purposes of such registration, in form and
                  substance as is customarily given to underwriters in an
                  underwritten public offering, addressed to the underwriters,
                  if any, and to the Holders requesting registration of
                  Registrable Securities and (ii) a letter dated such date, from
                  the independent certified public accountants of the Company,
                  in form and substance as is customarily given by independent
                  certified public accountants to underwriters in an
                  underwritten public offering, addressed to the underwriters,
                  if any, and to the Holders requesting registration of
                  Registrable Securities.


6.       Expenses of Registration

          6.1.    The Company shall bear and pay the expenses incurred in
                  connection with any registration, filing or qualification of
                  Registrable Securities for each Holder, including (without
                  limitation) all registration, filing, and qualification fees,
                  printers and accounting fees and the reasonable fees and
                  disbursements of one counsel for the selling Holders,
                  excluding underwriting discounts and commissions relating to
                  the sale of Registrable.

7.       Furnishing of Information. It shall be a condition precedent to the
         obligations of the Company to take any action pursuant to this
         Agreement with respect to the securities of any selling Holder that
         such Holder shall furnish to the Company such information as may be
         required to be included in the registration statement under the
         Securities Act

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         regarding itself, the Registrable Securities held by it and the
         intended method of disposition of such securities as shall be required
         to effect the registration of such securities.

8.       Indemnification and Contribution

         8.1.     The Company shall indemnify and hold harmless, to the fullest
                  extent permitted by law, each Holder, any underwriter for such
                  Holder, each person, if any, who controls the Holder or such
                  underwriter, and each of such Holder's partners, shareholders,
                  officers, directors, employees, legal counsel and accountants,
                  from and against any and all losses, claims, damages,
                  liabilities, and charges, joint or several ("Claims"), to
                  which any of them may be subject under the Securities Act, the
                  Exchange Act, the Israeli Securities Law, the Companies Law,
                  or any other statute (whether U.S. or Israeli) or at common
                  law, insofar as such Claims arise out of, are based upon, or
                  are in connection with (i) any untrue statement of any
                  material fact contained in any registration statement or
                  prospectus, in each case, as amended or supplemented, under
                  which such securities were sold, or (ii) any omission or
                  alleged omission to state therein a material fact required to
                  be stated therein or necessary to make the statements therein
                  not misleading, or (iii) any other violation by the Company of
                  the Securities Act, the Exchange Act, the Israeli Securities
                  Law, the Companies Law or any state or foreign jurisdiction
                  securities laws in connection with each such registration, and
                  shall reimburse each such person entitled to indemnification
                  for any legal or other expenses reasonably incurred by such
                  person in connection with investigating or defending any such
                  Claim, as and when such expenses are incurred; provided,
                  however, that the Company shall not be liable to any such
                  person in any such case to the extent that any such claim
                  arises out of or is based upon any untrue statement or
                  omission made in such registration statement or prospectus in
                  reliance upon and in conformity with written information
                  furnished to the Company by such person and/or any person
                  acting on its behalf specifically for use in such registration
                  statement or prospectus and provided further, that this
                  indemnity shall not apply to amounts paid pursuant to any
                  settlement effected without the consent of the party entitled
                  to indemnification hereunder, which consent shall not be
                  unreasonably withheld.


         8.2.     Each Holder selling shares under a registration statement (the
                  "Selling Holder") shall indemnify and hold harmless, to the
                  fullest extent permitted by law, the Company, any underwriter
                  for the Company, and each person, = if any, who controls the
                  Company or such underwriter and each of the Company's or
                  underwriter's officers, directors, employees, legal counsel
                  and accountants, from and against any and all Claims to which
                  any of them may be subject under the Securities Act, the
                  Exchange Act, the Israeli Securities Law, the Companies Law,
                  or any other statute (whether U.S. or Israeli) or at common
                  law, insofar as such Claims arise out of, are based upon, or
                  are in connection with (i) any untrue statement made by such
                  Selling Holder of any material fact contained in any
                  registration statement or prospectus, in each case, as amended
                  or supplemented, under which such securities were sold, or
                  (ii) any omission or alleged omission made by such Selling
                  Holder to state therein a material fact required to be stated

<PAGE>

                  therein or necessary to make the statements therein not
                  misleading, and shall reimburse the Company or each such
                  person entitled to indemnification for any legal or other
                  expenses reasonably incurred by the Company or such person in
                  connection with investigating or defending any such Claim, as
                  and when such expenses are incurred; provided, however, that
                  such Selling Holder shall be liable to the Company or any such
                  person in any such case only to the extent that any such claim
                  arises out of or is based upon any untrue statement or
                  omission made in such registration statement or prospectus in
                  reliance upon and in conformity with written information
                  furnished to the Company by such Selling Holder and/or any
                  person acting on such Selling Holder's behalf specifically for
                  use in such registration statement or prospectus and provided
                  further, that this indemnity shall not apply to amounts paid
                  pursuant to any settlement effected without the consent of the
                  party entitled to indemnification hereunder, which consent
                  shall not be unreasonably withheld. The indemnification
                  provided by such Selling Holder shall be limited to the amount
                  of the net proceeds received by such Selling Holder from the
                  sale of the securities registered in such registration. The
                  obligation of a Holder to indemnify the Company or any other
                  person or entity pursuant to this Section 8.2 shall be several
                  but not joint.

          8.3.    Promptly after receipt by any person entitled to
                  indemnification under Section 8.1 or Section 8.2, as the case
                  may be, of notice of the commencement of any action,
                  proceeding, or investigation in respect of which indemnity may
                  be sought as provided above, such party (the "Indemnitee")
                  shall notify the party from whom indemnification is claimed
                  (the "Indemnitor"). The Indemnitor shall promptly assume the
                  defense of the Indemnitee with counsel reasonably satisfactory
                  to such Indemnitee, and the fees and expenses of such counsel
                  shall be at the sole cost and expense of the Indemnitor. The
                  Indemnitee will cooperate with the Indemnitor in the defense
                  of any action, proceeding, or investigation for which the
                  Indemnitor assumes the defense, provided, however, that if the
                  defendants in any action include both the Indemnitee and the
                  Indemnitor and there is a conflict of interests which would
                  prevent counsel for the Indemnitor from also representing the
                  Indemnitee, the Indemnitee shall have the right to select one
                  separate counsel to participate in the defense of such action
                  on behalf of such indemnified party or parties. The Indemnitor
                  shall not be liable for the settlement by the Indemnitee of
                  any action, proceeding, or investigation effected without its
                  consent, which consent shall not be unreasonably withheld. The
                  Indemnitor shall not enter into any settlement in any action,
                  suit, or proceeding to which the Indemnitee is a party, unless
                  such settlement includes a general release of the Indemnitee
                  with no payment by the Indemnitee of consideration and without
                  an admission of liability.


          8.4.    The parties agree to notify promptly each other of the
                  commencement of any litigation or proceedings against the
                  Company or any of its officers or directors in connection with
                  the sale of any Registrable Securities held by the Holders, or
                  any preliminary prospectus or registration statement relating
                  to any sale of any Registrable Securities, or of any other
                  litigation or proceedings to which this Section 8 is
                  applicable of which they became aware.

<PAGE>

          8.5.    Notwithstanding the foregoing, to the extent that the
                  provisions on indemnification and contribution contained in
                  the underwriting agreement entered into in connection with the
                  underwritten public offering are in conflict with the
                  foregoing provisions, the provisions in the underwriting
                  agreement shall prevail.

          8.6.    The obligations of the Company and the Holders under this
                  Section 8 shall survive the completion of any offering of
                  Registrable Securities in a registration statement under this
                  Agreement.

          8.7.    If for any reason the foregoing indemnity is unavailable, or
                  is insufficient to hold harmless an Indemnitee (except as
                  specifically provided therein), then the Indemnitor shall
                  contribute to the amount paid or payable by the Indemnitee as
                  a result of such losses, claims, damages, liabilities or
                  expenses (a) in such proportion as is appropriate to reflect
                  the relative benefits received by the Indemnitor on the one
                  hand and the Indemnitee on the other from the registration or
                  (b) if the allocation provided by clause (a) above is not
                  permitted by applicable law, or provides a lesser sum to the
                  Indemnitee than the amount hereinafter calculated, in such
                  proportion as is appropriate to reflect the relative fault of
                  the Indemnitor and the Indemnitee as well as any other
                  relevant equitable considerations; provided that in no event
                  shall any contribution by a Holder hereunder exceed the net
                  proceeds from the offering received from such Holder. No
                  person guilty of fraudulent misrepresentation (within the
                  meaning of Section 11(f) of the Securities Act) shall be
                  entitled to contribution from any person who was not guilty of
                  such fraudulent misrepresentation.


     9.   Reports Under the Exchange Act

          With a view to making available to the Holders the benefits of Rule
          144 promulgated under the Securities Act and any other rule or
          regulation of the SEC that may at any time permit a Holder to sell
          securities of the Company to the public without registration or
          pursuant to a registration on Form F-3, the Company agrees to:

          9.1.    make and keep public information available, as those terms are
                  understood and defined in Rule 144, at all times;


          9.2.    take such action as is necessary to enable the Holders to
                  utilize Form F-3 for the sale of their Registrable Securities;


          9.3.    file with the SEC in a timely manner all reports and other
                  documents required of the Company under the Securities Act and
                  the Exchange Act;


          9.4.    furnish to any Holder, so long as such Holder owns any
                  Registrable Securities, forthwith upon being so requested (i)
                  a written statement by the Company that it has complied with
                  the reporting requirements of Rule 144, the Securities Act and
                  the Exchange Act, or that it qualifies as a registrant whose
                  securities may be resold pursuant to Form F-3 (at any time
                  after it so qualifies), (ii) a copy of the most recent annual
                  or, to the extent applicable, quarterly report of the Company
                  and such other reports and documents so filed by the Company,
                  and (iii) such other information as may be reasonably
                  requested in availing any Holder of any

<PAGE>

                  rule or regulation of the SEC which permits the selling of any
                  Registrable Securities without registration or pursuant to
                  such form; and


          9.5.    comply with all other necessary filings and other requirements
                  so as to enable the Holders and any transferee thereof to sell
                  Registrable Securities under Rule 144 under the Securities Act
                  (or any similar rule then in effect).

          9.6.    use its best efforts to maintain the listing of its Ordinary
                  Shares on the Nasdaq National Market ("Nasdaq"), and should
                  its Ordinary Shares be delisted from Nasdaq, to cause the
                  reinstatement of the Ordinary Shares to listing on Nasdaq,
                  including through the pursuit of the formal appeal process
                  established by Nasdaq.

     10.  Assignment of Registration Rights. The rights to cause the Company to
          register Registrable Securities pursuant to this Agreement may be
          assigned (but only with all related obligations) by a Holder to a
          transferee or assignee of such securities, provided: (a) the Company
          is, within a reasonable time after such transfer, furnished with
          written notice of the name and address of such transferee or assignee
          and the securities with respect to which such registration rights are
          being assigned; and (b) such transferee or assignee agrees in writing
          to be bound by and subject to all the terms and conditions of this
          Agreement.

     11.  Additional Registration Rights. Following the first anniversary of the
          Closing Date, the Company shall use reasonable efforts to negotiate
          additional registration rights for such Holders who are not then
          entitled to sell their shares under Rule 144.


     12.  Expiration of Registration Rights. The registration rights contained
          herein shall expire 5 (five) years after the Closing Date.


     13.  Miscellaneous.


          13.1.   Each of the parties hereto shall perform such further acts and
                  execute such further documents as may reasonably be necessary
                  to carry out and give full effect to the provisions of this
                  Agreement and the intentions of the parties as reflected
                  thereby.

          13.2.   This Agreement shall be construed in accordance with, and
                  governed in all respects by, the internal laws of the State of
                  New York (without giving effect to principles of conflicts of
                  laws). Each party to this Agreement consents to the exclusive
                  jurisdiction and venue of the courts of the State of New York.

          13.3.   Except as otherwise expressly limited herein and subject to
                  the provisions of Section 10 above, the provisions hereof
                  shall inure to the benefit of, and be binding upon, the
                  successors, assigns, heirs, executors, and administrators of
                  the parties hereto.

          13.4.   This Agreement constitutes the full and entire understanding
                  and agreement between the parties with regard to the subject
                  matters hereof and thereof. Any term of this Agreement may be
                  amended and the observance of any term hereof may be waived
                  (either prospectively or retroactively and either generally or
                  in a particular instance) only with the written consent of the
                  holders of the majority of the Registrable Shares and of the
                  Company, provided, that any amendment or

<PAGE>

                  waiver that affects a Holder differently or adversely shall
                  require such Holder's written consent. For the avoidance of
                  doubt, the Company may execute any other registration rights
                  agreement and such agreement, if and when executed, shall not
                  be deemed to be an amendment of this Agreement or require the
                  consent of any Holder.

          13.5.   All article and section headings are inserted for convenience
                  only and shall not modify or affect the construction or
                  interpretation of any provision of this Agreement.


          13.6.   All notices and other communications required or permitted
                  hereunder are to be given pursuant to the provisions of the
                  Merger Agreement.


          13.7.   If any provision of this Agreement is held by a court of
                  competent jurisdiction to be unenforceable under applicable
                  law, then such provision shall be excluded from this Agreement
                  and the remainder of this Agreement shall be interpreted as if
                  such provision were so excluded and shall be enforceable in
                  accordance with its terms; provided, however, that in such
                  event this Agreement shall be interpreted so as to give
                  effect, to the greatest extent consistent with and permitted
                  by applicable law, to the meaning and intention of the
                  excluded provision as determined by such court of competent
                  jurisdiction.

          13.8.   This Agreement may be executed in any number of counterparts,
                  each of which shall be deemed an original and enforceable
                  against the parties actually executing such counterpart, and
                  all of which together shall constitute one and the same
                  instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]





     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date set forth above.

                                                     VIRYANET LTD.



                                                     BY:
                                                        ------------------------
                                                     Name:----------------------
                                                     Title:---------------------


<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]







                                             GE CAPITAL EQUITY INVESTMENTS, INC.


                                             By:
                                                --------------------------------
                                             Name:------------------------------
                                             Title:-----------------------------



<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                                ECTMI TRUTTA HOLDINGS LP

                                                By:
                                                   -----------------------------
                                                Name:------------------------
                                                Title:------------------------



<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                                     AETHER SYSTEMS INC.


                                                     By:
                                                        ------------------------
                                                     Name:----------------------
                                                     Title:---------------------





<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                                VALENTIS INVESTORS LLC

                                                By:-----------------------------
                                                Name:--------------------------
                                                Title:------------------------



<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                                IMPRIMIS SB, L.P.


                                                By: Imprimis SB G.P. LLC
                                                    Its General Partner

                                                By:____________________________
                                                Name:__________________________
                                                Title:_________________________





<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                       INSIGHT CAPITAL PARTNERS II, L.P.

                                       By: InSight Venture Associates II, L.L.C.
                                           Its General Partner

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:  Its Managing Member

<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


                                     INSIGHT CAPITAL PARTNERS(CAYMAN) II, L.P.

                                     By: InSight Venture Associates II, LLC
                                         Its General Partner

                                     By:____________________________
                                     Name:__________________________
                                     Title:_____________________

<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                                     ---------------------------
                                                     JOSEPH MEDIATE


<PAGE>

                [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]






                                        MEDIATE INVESTMENTS, LLLP

                                        By:______________________________
                                        Name:____________________________
                                        Title:___________________________