**Exhibit 10.1**

**INDEMNIFICATION AGREEMENT**

**THIS INDEMNIFICATION AGREEMENT**(this “**Agreement**”) is made and entered intothis ____ day of ________, 2007 by and between **Vyyo Inc**.,a Delaware corporation (the “**Company**”), and [name](“**Indemnitee**”).  This Agreement supersedes any and allindemnification agreement(s) previously entered into between the Company andIndemnitee.

# RECITALS

**A.           **Itis essential to the Company to retain and attract as directors and officers themost capable persons available.

**B.**            Indemnitee is a director or officer of the Company or itsaffiliates.

**C.**           Both the Company and Indemnitee recognize the increasedrisk of litigation and other claims being asserted against directors andofficers of public companies in today’s environment.

**D.**            The Amended and Restated Bylaws and Fourth Amended andRestated Certificate of Incorporation (collectively, the “**CharterDocuments**”) require the Company to indemnify and advance expenses toits directors and officers to the full extent permitted by the Delaware GeneralCompany Law, as amended (the “**DGCL**”), andIndemnitee intends to continue serving as a director or officer of the Companyin part in reliance on such Charter Documents and the DGCL.

**E.**             In recognition of Indemnitee’s need for substantialprotection against personal liability in order to enhance Indemnitee’scontinued service to the Company in an effective manner, the Company wishes toprovide in this Agreement for the indemnification of and the advancing ofexpenses to Indemnitee to the fullest extent (whether partial or complete)permitted by law and as set forth in this Agreement.

# AGREEMENT

**NOW, THEREFORE**, in considerationof the premises and of Indemnitee continuing to serve the Company directly or,at its request, another enterprise, and intending to be legally bound hereby,the parties hereto agree as follows:

**1.             Certain Definitions**:

**a.             Changein Control:**  Shallbe deemed to have occurred if (i) any “**person**” (assuch term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of1934, as amended), other than a trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company or a corporation owned directlyor indirectly by the stockholders of the Company in substantially the sameproportions as their ownership of stock of the Company, is or becomes the “**beneficial owner**” (as defined in Rule 13d-3 under said Act),directly or indirectly, of securities of the Company representing twentypercent (20%) or more of the total voting power represented by the Company’s thenoutstanding Voting Securities; or (ii) during any period of two (2) consecutiveyears, individuals 

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whoat the beginning of such period constitute the Board of Directors of theCompany and any new director whose election by the Board of Directors or nominationfor election by the Company’s stockholders was approved by a vote of at leasttwo-thirds (2/3) of the directors then still in office who either weredirectors at the beginning of the period or whose election or nomination forelection was previously so approved, cease for any reason to constitute amajority thereof; or (iii) the stockholders of the Company approve a merger orconsolidation of the Company with any other corporation, other than a merger orconsolidation which would result in the Voting Securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into Voting Securities of thesurviving entity) at least eighty percent (80%) of the total voting power representedby the Voting Securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or the stockholders of theCompany approve a plan of complete liquidation of the Company or an agreementfor the sale or disposition by the Company of (in one transaction or a seriesof transactions) all or substantially all the Company’s assets.

**b.             Claim:**  Any threatened, pending or completed action,suit or proceeding, or any inquiry or investigation, whether instituted by oron behalf of or in the name of the Company or any other party, that Indemniteein good faith believes might lead to the institution of any such action, suitor proceeding, whether civil, criminal, administrative, investigative or other.

**c.             Expenses:**  Include attorneys’ fees and all other costs,expenses and obligations paid or incurred in connection with investigating,defending, being a witness in or participating in (including on appeal), orpreparing to defend, be a witness in or participate in, any Claim relating toany Indemnifiable Event.

**d.             IndemnifiableEvent:**  Any eventor occurrence related to the fact that Indemnitee is or was a director,officer, employee, agent or fiduciary of the Company, or is or was serving atthe request of the Company as a director, officer, employee, trustee, agent orfiduciary of another corporation, partnership, joint venture, employee benefitplan, trust or other enterprise, or by reason of anything done or not done byIndemnitee in any such capacity.

**e.             IndependentLegal Counsel:**  Anattorney or firm of attorneys, selected in accordance with the provisions ofSection 3, who shall not have otherwise performed services for the Company orIndemnitee within the last five (5) years (other than with respect to mattersconcerning the rights of Indemnitee under this Agreement, or of otherindemnitees under similar indemnity agreements).

**f.              ReviewingParty:**  Anyappropriate person or body consisting of a member or members of the Company’sBoard of Directors or any other person or body appointed by the Board who isnot a party to the particular Claim for which Indemnitee is seekingindemnification, or Independent Legal Counsel.

**g.             VotingSecurities:**  Anysecurities of the Company which vote generally in the election of directors.

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**2.    **        **BasicIndemnification Arrangement.**

**a.**             In the event Indemnitee was, is or becomes a party to orwitness or other participant in, or is threatened to be made a party to orwitness or other participant in, a Claim by reason of (or arising in part outof) an Indemnifiable Event, the Company shall indemnify Indemnitee to thefullest extent permitted by law as soon as practicable but in any event nolater than thirty days after written demand is presented to the Company,against any and all Expenses, judgments, fines, penalties and amounts paid insettlement (including all interest, assessments and other charges paid orpayable in connection with or in respect of such Expenses, judgments, fines,penalties or amounts paid in settlement) of such Claim.  If so requested by Indemnitee, the Companyshall advance (within two business days of such request) any and all Expensesto Indemnitee (an “**Expense Advance**”).

 **b.**            Notwithstanding the foregoing, (i)the obligations of the Company under Section 2(a) shall be subject to thecondition that the Reviewing Party shall not have determined (in a writtenopinion, in any case in which the Independent Legal Counsel referred to inSection 3 hereof is involved) that Indemnitee would not be permitted to beindemnified under applicable law; and (ii) the obligation of the Companyto make an Expense Advance pursuant to Section 2(a) shall be subject to thecondition that, if, when and to the extent that the Reviewing Party determinesthat Indemnitee would not be permitted to be so indemnified under applicablelaw, the Company shall be entitled to be reimbursed by Indemnitee (who herebyagrees to reimburse the Company) for all such amounts theretofore paid; *provided, however,* that if Indemnitee has commenced orthereafter commences legal proceedings in a court of competent jurisdiction tosecure a determination that Indemnitee should be indemnified under applicablelaw, any determination made by the Reviewing Party that Indemnitee would not bepermitted to be indemnified under applicable law shall not be binding andIndemnitee shall not be required to reimburse the Company for any ExpenseAdvance until a final judicial determination is made with respect thereto (asto which all rights of appeal therefrom have been exhausted or lapsed).  If there has not been a Change in Control,the Reviewing Party shall be selected by the Board of Directors, and if therehas been such a Change in Control (other than a Change in Control which hasbeen approved by a majority of the Company’s Board of Directors who weredirectors immediately prior to such Change in Control), the Reviewing Partyshall be the Independent Legal Counsel referred to in Section 3 hereof.  If there has been no determination by theReviewing Party or if the Reviewing Party determines that Indemniteesubstantively would not be permitted to be indemnified in whole or in partunder applicable law, Indemnitee shall have the right to commence litigation inany court in the States of California or Delaware having subject matter jurisdictionthereof and in which venue is proper seeking an initial determination by thecourt or challenging any such determination by the Reviewing Party or anyaspect thereof, including the legal or factual bases therefor, and the Companyhereby consents to service of process and to appear in any suchproceeding.  Any determination by theReviewing Party otherwise shall be conclusive and binding on the Company andIndemnitee.

**3.             Change in Control.**  The Company agrees that if there is a Changein Control of the Company (other than a Change in Control which has beenapproved by a majority of the Company’s Board of Directors who were directorsimmediately prior to such Change in Control) then with respect to all mattersthereafter arising concerning the rights of Indemnitee to indemnity paymentsand Expense Advances under this Agreement or any other agreement or CharterDocument now or 

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hereafterin effect relating to Claims for Indemnifiable Events, the Company shall seeklegal advice only from Independent Legal Counsel selected by Indemnitee andapproved by the Company (which approval shall not be unreasonablywithheld).  Such counsel, among otherthings, shall render its written opinion to the Company and Indemnitee as towhether and to what extent the Indemnitee would be permitted to be indemnifiedunder applicable law.  The Company agreesto pay the reasonable fees of the Independent Legal Counsel referred to aboveand to indemnify fully such counsel against any and all expenses (includingattorneys’ fees), claims, liabilities and damages arising out of or relating tothis Agreement or its engagement pursuant hereto.

**4.             Indemnification for AdditionalExpenses.**  TheCompany shall indemnify Indemnitee against any and all expenses (includingattorneys’ fees) and, if requested by Indemnitee, shall (within two (2)business days of such request) advance such expenses to Indemnitee, which areincurred by Indemnitee in connection with any action brought by Indemnitee for(i) indemnification or advance payment of Expenses by the Company under thisAgreement or any other agreement or Charter Document now or hereafter in effectrelating to Claims for Indemnifiable Events; and/or (ii) recovery under anydirectors’ and officers’ liability insurance policies maintained by theCompany, regardless of whether Indemnitee ultimately is determined to beentitled to such indemnification, advance expense payment or insurancerecovery, as the case may be.

**5.             Partial Indemnity, etc.**  If Indemnitee is entitled under any provisionof this Agreement to indemnification by the Company for some or a portion ofthe Expenses, judgments, fines, penalties and amounts paid in settlement of aClaim but not, however, for all of the total amount thereof, the Company shallnevertheless indemnify Indemnitee for the portion thereof to which Indemniteeis entitled.  Moreover, notwithstandingany other provision of this Agreement, to the extent that Indemnitee has beensuccessful on the merits or otherwise in defense of any or all Claims relatingin whole or in part to an Indemnifiable Event or in defense of any issue ormatter therein, including dismissal without prejudice, Indemnitee shall beindemnified against all Expenses incurred in connection therewith.

**6.             Burden of Proof.**  In connection with any determination by theReviewing Party or otherwise as to whether Indemnitee is entitled to beindemnified hereunder the burden of proof shall be on the Company to establishthat Indemnitee is not so entitled.

**7.             No Presumptions.**  For purposes of this Agreement, thetermination of any claim, action, suit or proceeding, by judgment, order,settlement (whether with or without court approval) or conviction, or upon aplea of *nolo contendere*, or its equivalent,shall not create a presumption that Indemnitee did not meet any particularstandard of conduct or have any particular belief or that a court hasdetermined that indemnification is not permitted by applicable law.  In addition, neither the failure of theReviewing Party to have made a determination as to whether Indemnitee has metany particular standard of conduct or had any particular belief, nor an actualdetermination by the Reviewing Party that Indemnitee has not met such standardof conduct or did not have such belief, prior to the commencement of legalproceedings by Indemnitee to secure a judicial determination that Indemniteeshould be indemnified under applicable law shall be a defense to Indemnitee’sclaim or create a presumption that Indemnitee has not met any particularstandard of conduct or did not 

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haveany particular belief. The Company hereby waives any collateral estoppel effectthat any such judgment, order, settlement or conviction may have with respectto Indemnitee.

**8.             Nonexclusivity, etc.**  The rights of the Indemnitee hereunder shallbe in addition to any other rights Indemnitee may have under the Company’sBylaws or the DGCL or otherwise.  To theextent that a change in the DGCL (whether by statute or judicial decision)permits greater indemnification by agreement than would be afforded currentlyunder the Company’s Bylaws and this Agreement, Indemnitee shall enjoy by thisAgreement the greater benefits so afforded by such change.

**9.             Liability Insurance**.  To the extent the Company maintains aninsurance policy or policies providing directors’ and officers’ liabilityinsurance, Indemnitee shall be covered by such policy or policies, inaccordance with its or their terms, to the maximum extent of the coverageavailable for any Company director or officer.

**10.          Period of Limitations.**  No legal action shall be brought and no causeof action shall be asserted by or in the right of the Company againstIndemnitee, Indemnitee’s spouse, heirs, executors or personal or legalrepresentatives after the expiration of two (2) years from the date of accrualof such cause of action, and any claim or cause of action of the Company shallbe extinguished and deemed released unless asserted by the timely filing of alegal action within such two (2) year period; *provided,however,*that if any shorter period of limitations is otherwiseapplicable to any such cause of action such shorter period shall govern.

**11.          Amendments, etc.**  No supplement, modification or amendment ofthis Agreement shall be binding unless executed in writing by both of the partieshereto.  No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver ofany other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.

**12.          Subrogation.**  In the event of payment under this Agreement,the Company shall be subrogated to the extent of such payment to all of therights of recovery of Indemnitee, who shall execute all papers required andshall do everything that may be necessary to secure such rights, including theexecution of such documents necessary to enable the Company effectively tobring suit to enforce such rights.

**13.          No Duplication of Payments.**  The Company shall not be liable under thisAgreement to make any payment in connection with any Claim made againstIndemnitee to the extent Indemnitee has otherwise actually received payment(under any insurance policy, Charter Document or otherwise) of the amountsotherwise indemnifiable hereunder.

**14.          Binding Effect, etc.** This Agreement shall be binding upon and inureto the benefit of and be enforceable by the parties hereto and their respectivesuccessors, assigns, including any direct or indirect successor by purchase,merger, consolidation or otherwise to all or substantially all of the businessand/or assets of the Company, spouses, heirs, executors and personal and legalrepresentatives.  This Agreement shallcontinue in effect regardless of whether Indemnitee continues to serve as anofficer or director of the Company or of any other enterprise at the Company’srequest.

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**15.          Severability. **The provisions of thisAgreement shall be severable in the event that any of the provisions hereof(including any provision within a single section, paragraph or sentence) areheld by a court of competent jurisdiction to be invalid, void or otherwiseunenforceable in any respect, and the validity and enforceability of any suchprovision in every other respect and of the remaining provisions hereof shallnot be in any way impaired and shall remain enforceable to the fullest extentpermitted by law.

**16.          Governing Law.**  This Agreement shall be governed by andconstrued and enforced in accordance with the laws of the State of Delawareapplicable to contracts made and to be performed in such state without givingeffect to the principles of conflicts of laws.

**IN WITNESS WHEREOF,** the partieshereto have executed this Agreement on and as of the day and year first abovewritten.

| **VYYO INC.**            | ** **  | **INDEMNITEE**                                                                            |
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| By:                      |        | By:                                                                                       |   |
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| (Print Name & Title) |        | (Print Name & Title)                                                                  |
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