**Exhibit10.2**

GUARANTY

To induce I&GPEACHTREE CORNERS, L.L.C., a Delaware limited liability company (“Landlord”) toenter into a certain Amendment (the “Amendment”), dated as of July 17, 2006, tothat certain lease (as amended, the “Lease”), dated as of January 20, 2005 withXTEND NETWORKS, INC., a Delaware corporation (“Tenant”) and for other good andvaluable consideration, the receipt and sufficiency whereof are herebyirrevocably acknowledged, VYYO INC., a Delaware corporation (herein referred toas “Guarantor” hereby guaranties to Landlord the due and punctual payment infull by Tenant (and not merely the collectibility), and the full and faithfulperformance and observance by Tenant, of all of the Obligations (defined below)under and pursuant to the Lease.  As usedherein, the term “Landlord” shall include its successors and assigns.  The Guarantor shall cause the Obligations tobe paid and performed under the same standards, time schedules and otherrequirements set forth in the Lease; and in the absence of such performance,Landlord shall have all of the rights and remedies against the Guarantor as areset forth in the Lease or are available at law or equity.  For purposes of this Guaranty, the term “Obligations”shall mean the full and prompt payment and performance and observance of allcovenants, conditions, and agreements provided in the Lease to be performed andobserved by Tenant, its successors and assigns, including, but not limited to,the obligation to pay rent under the Lease

1.             Guarantorrepresents and warrants to Landlord that neither the execution and delivery ofthis Guaranty, nor compliance with the terms and provisions hereof, willviolate any presently existing provision of law or any presently existingregulation, order, writ, injunction or decree of any court or governmentaldepartment, commission, board, bureau, agency or instrumentality, or willconflict or will be inconsistent with, or will result in any breach of, any ofthe terms, covenants, conditions or provisions of, or constitute a defaultunder, any agreement, document or charter to which Guarantor is a party or bywhich Guarantor is bound.

2.             Guarantoris duly organized, validly existing and in good standing under the laws of thestate of its formation, and duly qualified and in good standing under the lawsof each other state in which its activities require that it be qualified.  Guarantor has executed and delivered thisGuaranty pursuant to proper authority duly granted.  Guarantor warrants and represents to Landlordthat such Guarantor is not, and shall not become, a person or entity with whomLandlord is restricted from doing business with under regulations of the Officeof Foreign Asset Control (“**OFAC**”) of theDepartment of the Treasury (including, but not limited to, those named on OFAC’sSpecially Designated and Blocked Persons list) or under any statute, executiveorder (including, but not limited to, the September 24, 2001, Executive OrderBlocking Property and Prohibiting Transactions With Persons Who Commit,Threaten to Commit, or Support Terrorism), or other governmental action and isnot and shall not engage in any dealings or transaction or be otherwiseassociated with such persons or entities.

3.             Thefinancial statements furnished on behalf of Guarantor to Landlord in connectionwith this Guaranty or the Lease (a) are true and correct in all materialrespects, (b) have been prepared in accordance with generally acceptedaccounting principles consistently applied, and (c) present fairly thefinancial condition of Guarantor as of the date thereof.  No material adverse change has occurred inthe financial condition of [such] Guarantor since since the Form 10-Q filed byGuarantor for its quarter ended March 31, 2006 and except as may be describedin any Form 8-K filed with the Securities and Exchange Commission since suchdate.

4.             Theliability of Guarantor hereunder shall in no way be affected, diminished orreleased by any extension of time or forbearance that may be granted byLandlord to Tenant or any waiver by Landlord under the Lease or by theacceptance by Landlord of additional security for performance of the Lease orany release, substitution or changes in any such security, failure to perfect asecurity interest in Tenant’s property or impairment of collateral, or by anymodifications, amendments or extensions of the Lease. Guarantor expresslyagrees that Landlord may, in its sole and absolute discretion, without noticeto or further consent of such Guarantor, and without in any way releasing,affecting, or impairing the obligations and liabilities of such Guarantorhereunder:

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(a)           Waivecompliance with any of the terms of the Lease;

(b)           Modify,amend, or change any provisions of the Lease by agreement between Tenant andLandlord;

(c)           Grantextensions or renewals of the Lease or effect any release, compromise, orsettlement in connection therewith;

(d)           Assignor otherwise transfer all or part of its interest in the Lease, Premises, orthis Guaranty or any interest therein or herein; and

(e)           Consent to anyassignment, subletting, conveyance, or other transfer of all or any part of theinterest of Tenant in the Lease.

5.             IfTenant holds over beyond the term of the Lease, Guarantor’s obligationshereunder will extend and apply with respect to the full and faithful performanceand observance of all of the covenants, terms, and conditions of the Lease andof any such modification thereof and any such holding over period.

6.             Landlord,in its sole discretion, may waive or release any provision or provisions of theLease as Landlord may deem proper or desirable, without any notice to orfurther assent from Guarantor and without in any manner impairing or affectingthis Guaranty as to any provision(s) not so waived or released or any of theGuarantor’s obligations hereunder.

7.             Landlordmay enforce this Guaranty without the necessity at any time of resorting to orexhausting any other remedy or any other security or collateral and without thenecessity at any time of having recourse to any of its rights or remedies underthe Lease, and without the necessity of proceeding against Tenant.

8.             Guarantordoes not require and hereby waives all notices of Tenant’s nonpayment,nonperformance, or nonobservance of the covenants, terms and conditions of theLease.  Guarantor hereby expressly waivesall notices and demands otherwise required by law which Guarantor may lawfullywaive.

9.             Inthe event of a default under the Lease, Landlord may pursue, concurrently orsuccessively, all rights and remedies available to it pursuant to the Lease, andthe exercise of any of its rights or the completion of any of its remediesshall not constitute a discharge of any obligations of the Guarantor hereunder.

10.           Theliability of the Guarantor hereunder or any remedy for the enforcement hereofshall in no way be affected by (a) the release or discharge of Tenant in anycreditors’, receivership, bankruptcy or other proceedings, (b) the impairment,limitation or modification of the liabilities of Tenant to Landlord or theestate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’ssaid liability under the Lease, resulting from the operations of any present orfuture provision of Title 11 of the United States Code or other statute or fromthe decision in any court or (c) the rejection or disaffirmance of the Lease inany such proceedings.

11.           Guarantoragrees to pay to Landlord promptly upon request all costs and expenses(including, without limitation, reasonable attorneys’ fees and legal costs)paid or incurred by Landlord in endeavoring to collect on this Guaranty, or anypart thereof, and in enforcing this Guaranty or any of the Guarantor’sobligations hereunder.

12.           Nodelay on the part of Landlord in the exercise of any right or remedy shalloperate as a waiver thereof, and no single or partial exercise by Landlord ofany right or remedy shall preclude other or further exercise thereof or theexercise of any other right or remedy. No action of Landlord permitted hereunder shall in any way affect orimpair the rights of Landlord and the obligations of the Guarantor under thisGuaranty.

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13.           Landlordand Tenant, without notice to or consent by the Guarantor, may at any time orfrom time to time enter into such modifications, extensions, amendments orother covenants respecting the Lease as they may deem appropriate and theGuarantor****will not be released thereby, but willcontinue to be fully liable for the payment and performance of the Obligationsof Tenant under the Lease as so modified, extended or amended.

14.           Guarantorhereby expressly waives:

(a)                                  noticeof the acceptance by Landlord of this Guaranty,

(b)                                 alldiligence in collection or protection of or realization upon the Obligations orany thereof, any obligation hereunder, or any security for or guaranty of anyof the foregoing,

(c)                                  itsright to enforce any remedies Landlord now has, or later may have, against theTenant,

(d)                                 anyright to participate in any security now or hereafter held by Landlord, and

(e)                                  allsuretyship defenses and suretyship rights of every nature otherwise available.

Until all of theObligations are fully paid and performed and observed and Tenant has no furtherObligations, Guarantor hereby expressly (a) waives any right of subrogation,reimbursement, contribution or indemnification against Tenant, whether suchright arises in equity, under contract, by statute, under law or otherwise, and(b) subordinates any liability or indebtedness of Tenant now or hereafter heldby Guarantor to the obligations of Tenant to Landlord under the Lease.

15.           Insofaras the payment by Tenant of any sums of money to Landlord is involved, thisGuaranty is a guaranty of payment and not of collection, and shall remain infull force and effect until payment in full of all sums payable under theLease.  Guarantor waives any right torequire that Landlord bring any legal action against Tenant before,simultaneously with, or after enforcing its rights and remedies hereunderagainst Guarantor. This Guaranty shall in all respects be a continuingguaranty, and shall remain in full force and effect notwithstanding, withoutlimitation, the dissolution of Tenant until fulfillment of all of theObligations.  If at any time any part ofany payment previously applied by Landlord to any of the Obligations is rescindedor returned by Landlord for any reason, including the insolvency, bankruptcy orreorganization of Tenant or any other party, such Obligations shall be deemedto have continued in existence to the extent that such payment is rescinded orreturned, and this Guaranty shall be reinstated as to such Obligations asthough such prior application by Landlord had not been made.  No notice of discontinuance given byGuarantor shall affect or impair any of the agreements or obligations ofGuarantor hereunder, and all of the agreements and obligations of Guarantorunder this Guaranty shall, notwithstanding any notice of discontinuance, remainfully in effect until the conditions set out in the preceding sentence havebeen satisfied.

16.           ThisGuaranty may not be modified, amended, revised, revoked, terminated, changed orvaried in any way whatsoever except by the express terms of a writing signed bythe party or parties sought to be bound thereby.

17.           Anynotices that Landlord or the Guarantor may require, or may desire, to givehereunder shall be in writing and shall be deemed to have been given uponreceipt or, if mailed by registered or certified mail, on the third day afterbeing deposited in the United States mail, postage prepaid.  Unless otherwise notified in writing, theparty giving the notice shall use the addresses of Landlord and, in the case ofthe Guarantor, Tenant set forth in the Lease.

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18.           Allof the representations, warranties, undertakings, agreements and covenantsherein contained and the obligations hereunder shall be binding upon Guarantorand its heirs, executors and legal and personal representatives, and upon itssuccessors and assigns.

19.           Guarantorrepresents and warrants that this Guaranty has been duly authorized by allnecessary corporate action on Guarantor’s part, has been duly executed anddelivered by a duly authorized officer, and constitutes Guarantor’s valid andlegally binding agreement in accordance with its terms.

20.           ThisGuaranty has been delivered in Norcross, Georgia, and shall be governed by andconstrued in accordance with the laws of the State of Georgia applicable toagreements made and to be wholly performed within the State of Georgia.  Guarantor hereby consents to the jurisdictionof any competent court within Gwinnett County, Georgia.  It is mutually agreed that Landlord andGuarantor hereby waive trial by jury in any action, proceeding or counterclaimbrought by either against the other as to any matters arising out of or in anyway connected with this Guaranty.

21.           Whereverpossible each provision of this Guaranty shall be interpreted in such manner asto be effective and valid under applicable law, but if any provision of thisGuaranty shall be prohibited by or invalid under such law, such provision shallbe ineffective to the extent of such prohibition or invalidity, withoutinvalidating the remainder of such provision or the remaining provisions ofthis Guaranty.

IN WITNESS WHEREOF,Guarantor has caused this Guaranty to be executed and delivered as of this 17day of July, 2006.
|        | GUARANTOR: VYYO  INC., a Delaware corporation |
|--------|-----------------------------------------------|
|   |                                          |
|   |                                          |
|   | /s/ Avner Kol                                 |   |
|   |                                          |
|   | By: Avner Kol                                 |
|   | Title: Chief  Operating Officer               |

 

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