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                                                                   EXHIBIT 10.39

                               FIRST AMENDMENT TO
                              EMPLOYMENT AGREEMENT
                              OF STEPHEN P. PEZZOLA
                                      WITH
                                    VYYO INC.

         THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment"), is
made and entered into effective as of the 1st day of August, 2001, by and
between VYYO INC., a Delaware corporation (hereinafter the "Corporation"), and
STEPHEN P. PEZZOLA (hereinafter "Pezzola") and amends that Employment Agreement
(the "Agreement") by and between Pezzola and the Corporation entered into as of
January 1, 2000.

                                    AGREEMENT

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. Effect of Amendment. Except as expressly modified herein, the
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Agreement shall remain unchanged and in full force and effect in accordance with
its terms. All terms used in this Amendment shall have the meaning given them in
the Agreement, unless otherwise provided herein. If any conflict arises between
the terms of this Amendment and the Agreement, the terms of this Amendment shall
control.

         2. Term. Section 2 of the Agreement is hereby amended to read in full
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as follows: "The initial term of this Agreement shall commence as of the date
hereof and terminate on December 31, 2003. Thereafter, this Agreement may be
renewed by Pezzola and the Corporation on such terms as the parties may agree to
in writing. Absent written notice to the contrary, given at least thirty (30)
days prior to the end of the initial employment term, this Agreement will be
automatically renewed for consecutive one (1) year extensions. Should the term
of employment not be renewed after the expiration of the initial term, Pezzola
shall be entitled to eighteen (18) months salary as severance, in exchange for a
release as to any and all claims Pezzola may have against the Corporation."

         3. Fixed Salary. Section 3.a of the Agreement is hereby amended such
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that the first sentence thereof is deleted and replaced in its entirety by the
following sentence: "Commencing on September 1, 2001, Pezzola's fixed annual
salary shall be One Hundred Twenty Thousand Dollars ($120,000)."

         4. Bonus and Severance. For purposes of Sections 2, 3.c.B., and 6.d.
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of the Agreement, the annual salary or compensation of Pezzola on which the
calculation of bonus and severance payments contained in such sections is based
shall be deemed to be $210,000.

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         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.


VYYO  INC.                                          STEPHEN P. PEZZOLA
a Delaware corporation
20400 Stevens Creek Blvd., Ste. 800
Cupertino, CA 95014                                    /s/ Stephen P. Pezzola
                                                    ----------------------------
                                                         (Signature)

                                                    ____________________________

By:    /s/ Lewis S. Broad                           ____________________________
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     Lewis S. Broad,                                     (Print Address)
     Chairman of the Compensation
     Committee of the Board of Directors

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