Exhibit 10.43  NEITHER THESE
SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT), OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE
OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT,
OR (B) IF REASONABLY REQUESTED BY THE COMPANY, AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SAID ACT.  VYYO
INC.  SENIOR
SECURED CONVERTIBLE NOTE  Issuance Date: June 13, 2008
  
  Principal: U.S. $3,000,000  FOR VALUE RECEIVED,Vyyo
Inc., a Delaware corporation, (the Company),hereby promises to pay to Syntek Capital AG or
registered assigns (Holder)the
amount set out above as the Principal (as the same may be reduced or increased
from time to time pursuant to the terms hereof, the Principal) on the
Maturity Date unless earlier redeemed, prepaid or converted (in each case in
accordance with the terms hereof), and to pay interest on any outstanding
Principal at the rate and at such times as are set forth in Section 2
hereof,from the date set out above as the Issuance Date (the Issuance
Date)until the
same becomes due and payable unless earlier redeemed or converted.  This Senior Secured Convertible Note,
together with the GS Note, are duly authorized notes of the Company (this note
being referred to as the Note and,
together with the GS Note, the Notes), issued
in the aggregate original principal amount of $41,000,000.00 pursuant to the
Securities Purchase Agreement, dated as of the date hereof, by and among the
Company and the Investors identified therein (the Securities
Purchase Agreement), and is entitled to the benefits thereof and to
the exercise of the remedies provided thereby or otherwise available in respect
thereof. Certain capitalized terms used
herein are defined in Section 31 hereof. 
Capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Securities Purchase Agreement.


1.MATURITY.  On the Maturity Date, the Company shall pay
to the Holder an amount in cash equal to the then outstanding Principal and the
accrued and unpaid Interest thereon.  The
Company shall make such payment on the Maturity Date by wire transfer of
immediately available funds to an account designated in writing by the Holder.  Except as set forth in Section 8, this
Note may be redeemed or prepaid, in whole or in part, without premium or
penalty, at any time upon two (2) Business Days prior written notice to
Holder.  Any prepayments of this Note
will be applied first to any accrued but unpaid Cash Interest and then to
unpaid Principal.  Notwithstanding
anything contained herein to the contrary, the first $4,500,000 of funds
applied by the Company to the prepayment of unpaid Principal and accrued but
unpaid Interest under the Notes will be applied pro rata to this Note and the
GS Note in the ratio of 1⁄2:1.  For the
avoidance of doubt and for illustrative purposes only, a prepayment of unpaid
Principal and accrued but unpaid Interest under the Notes in the aggregate
amount of $1,500,000 pursuant to the immediately preceding sentence would be
applied $500,000 to this Note and $1,000,000 to the GS Note.  2.INTEREST; INTEREST RATE.  Interest on this Note (Interest) shall accrue at the rate of 20%
per annum (Interest Rate), of
which (i) an amount equal to 5% per annum (Cash Interest) shall be payable in cash on each Interest Date
(as defined below) by wire transfer of immediately available funds, and (ii) an
amount equal to 15% per annum shall be added to the outstanding Principal
amount on each Interest Date (as defined below).  Interest on this Note shall commence accruing
on the Issuance Date and shall be computed on the basis of a 360-day year
comprised of twelve 30-day months and shall be payable in arrears for each
Calendar Quarter on the first day of the succeeding Calendar Quarter during the
period beginning on the Issuance Date and ending on, and including, the
Maturity Date (each, an Interest Date),
with the first Interest Date being July 1, 2008.  Upon the occurrence and during the
continuance of any default in the payment of the Interest or Principal when
due, the Interest Rate shall be increased by two percent (2.0%) per annum (the Default Rate); provided, that such 2%
increase shall be payable solely in cash. 
In the event that such Interest or Principal payment default is
subsequently cured, the adjustment referred to in the preceding sentence shall
cease to be effective as of the date of such cure.  Interest on overdue Interest (other than
Interest previously added to the Principal) shall accrue at the same rate
compounded quarterly.  3.GUARANTY AND SECURITY
AGREEMENT.  This Note is a senior
secured obligation of the Company.  The
Companys obligations under this Note are (i) guarantied by certain of its
Subsidiaries, and (ii) secured by a security interest in substantially all
of the assets of the Company and such Subsidiaries, in each case pursuant to
the terms and provisions of that certain Guaranty and Security Agreement, dated
as of the date hereof, by and among the Company, the Holder, and the other
parties identified therein (the Security
Agreement).  This Note is
subject to the terms and provisions of the Security Agreement, and the Holder,
by its acceptance of this Note, hereby acknowledges and agrees to such terms
and provisions.  2


4.CONVERSION OF NOTES UPON
EQUITY INVESTMENT.  (a)Optional Conversion Upon
Qualified Equity Investment.  If, on
or prior to the Maturity Date, there occurs a closing of the sale and issuance
of equity securities of the Company (including rights, options or warrants to
acquire equity securities and any evidence of indebtedness or securities
directly or indirectly convertible into or exchangeable for equity securities,
the Equity Securities) to
investors not affiliated with the Company that yields aggregate proceeds (cash
or non-cash and net of fees and expenses) to the Company valued at not less
than $51,000,000, including amounts in the form of forgiveness or cancellation
of indebtedness represented by conversion of the Notes (the Qualified Equity Investment), then, at the
Holders option upon written notice to the Company, the principal amount of
this Note, and any Interest accrued hereon or thereon, shall convert into
shares of such Equity Securities at a price per share equal to the price per
share paid for such Equity Securities by investors not affiliated with the
Company.  (b)Optional Conversion Upon
Non-Qualified Equity Investment.  If,
on or prior to the Maturity Date, a Qualified Equity Investment does not occur,
but there occurs a closing of the sale and issuance of Equity Securities of the
Company to investors not affiliated with the Company in an alternative
financing (a Non-Qualified Equity Investment),
then, at the Holders option upon written notice to the Company, the principal
amount of this Note, and any Interest accrued hereon or thereon, shall convert
into shares of the Equity Securities sold in such Non-Qualified Equity
Investment at a price per share equal to ninety percent (90%) of the price per
share paid for such Equity Securities by investors not affiliated with the
Company.  (c)Exercise of Conversion
Right.  The Company shall give the
Holder notice of any Qualified Equity Investment or Non-Qualified Equity
Investment promptly upon the occurrence of such event (the Company Notice).  In order to exercise the conversion right in
this Section 4, the Holder shall, within thirty (30) days of receipt of
the Company Notice, surrender this Note to the office of the Company and shall
deliver to the Company a notice (a Conversion
Notice) at least two (2) Business Days prior to the intended
exercise thereof specifying the unpaid principal amount of the Note to be
converted to Equity Securities.  Upon
receiving any Conversion Notice, the Company shall within five (5) days (or
at such later time as to which the Company and the Holder may agree) deliver to
the address of the Holder as set forth in the Securities Purchase Agreement, (i) at
the Companys expense (including any stamp taxes or similar governmental
charges), the appropriate number of duly or validly issued and fully paid and
nonassessable shares of Equity Securities, as applicable, and one or more stock
certificates therefor (in such number and  3


registered in such names as the Holder may
direct) and, (ii) to the extent the Note is converted in part only, a new
Note (with the same terms as the original Note) in principal amount equal to
the unconverted portion of such Note. 
Any accrued or unpaid interest on the unpaid principal amount of the
Note being converted, up to and including the date of conversion, shall be
added to the remaining outstanding principal amount of the Note (and such
amount shall bear interest and be converted into shares of Equity Securities at
the time the last remaining principal amount of the Note is being
converted).  Such conversion shall be
deemed to have been made immediately prior to the close of business on the date
of such surrender of the Note, and the Holder shall be treated for all purposes
as the record holder of such shares of Equity Securities as of such date.  5.AUTOMATIC CONVERSION
UPON CONVERSION OF GS NOTE. 
Notwithstanding anything herein to the contrary, upon the conversion
from time to time of all or any portion of the GS Note in connection with (i) a
Qualified Equity Investment or (ii) a Non-Qualified Equity Investment, a pro  rata portion of
this Note in the ratio of 35:1.5
shall automatically convert upon such Qualified Equity Investment or
Non-Qualified Equity Investment, as applicable, in accordance with the terms of
Section 4 hereof (the Automatic Syntek
Conversion).  Notwithstanding
anything herein to the contrary, the aggregate Principal amount of this Note
subject to the Automatic Syntek Conversion shall not exceed $1,500,000.  For the avoidance of doubt and for
illustrative purposes only, a conversion of $1,000,000 of Principal and accrued
but unpaid Interest in respect of the GS Note would result in automatic
conversion of $42,857.14 of Principal and accrued but unpaid Interest in
respect of this Note.  6.CONVERSION OF NOTES INTO
COMMON SHARES.  Subject to Sections
10 and 18, this Note shall be convertible into shares of common stock of the
Company, $0.0001 par value (the Common
Shares),on the terms
and conditions set forth in this Section 6.  (a)Conversion Right.  At any time or times on or after the Issuance
Date and prior to repayment or conversion pursuant to Section 4, the
Holder shall be entitled to convert any portion of the outstanding and unpaid
Conversion Amount (as defined below) into fully paid and nonassessable Common
Shares in accordance with Section 6(c), at the Conversion Rate (as defined
below); provided  that, following a Fundamental Transaction, this
Note shall be entitled to convert only into such consideration as the Common
Shares outstanding prior thereto became entitled to receive, as appropriately
adjusted to give effect to the Conversion Rate in this Note.  The Company shall not issue any fraction of a
Common Share upon any conversion.  If the
issuance would result in the issuance of a fraction of a Common Share, the
Company shall round such fraction of a Common Share to the nearest whole share.  4


(b)Conversion Rate.  The number of Common Shares issuable upon
conversion of any Conversion Amount pursuant to Section 6(a) shall be
determined by dividing (x) such Conversion Amount by (y) the
Conversion Price (such number of shares, the Conversion
Rate).  (i)Conversion Amount means the portion of the
Principal to be converted or redeemed with respect to which this determination
is being made.  (ii)Conversion Price means, as of any Conversion Date (as defined
below) or other date of determination a price equal to $5.00, subject to
adjustment as provided herein.  (c)Mechanics of Conversion.  To convert any Conversion Amount into Common
Shares on any date (a Conversion Date),the Holder shall: (A) transmit by facsimile (or otherwise deliver), for receipt on or prior to 11:59 p.m.,
New York Time, on such date, a
copy of an executed notice of conversion (the Common  Conversion Notice)
to the Company and (B) if required by Section 6(d), surrender this
Note to the Company (or an indemnification undertaking with respect to this
Note in the case of its loss, theft or destruction).  On or
before the first (1st) Business Day following the date of
receipt of a Common Conversion Notice, the Company shall transmit by facsimile
a confirmation of receipt of such Common Conversion Notice to the Holder and the
Transfer Agent.  On or before the third
(3rd) Business Day following the date of receipt of a Common Conversion Notice
(the Share Delivery Date), the
Company shall: (1) (x) provided that the Transfer Agent is
participating in the DTC Fast Automated Securities Transfer Program, credit
such aggregate number of Common Shares or other consideration to which the
Holder shall be entitled to the Holders balance account with DTC through its
Deposit Withdrawal Agent Commission system or (y) if the Transfer Agent is
not participating in the DTC Fast Automated Securities Transfer Program, issue
and deliver to the address as specified in the Common Conversion Notice, a
certificate, registered in the name of the Holder, for the number of Common
Shares or other consideration to which the Holder shall be entitled and (2) pay
to the Holder in cash an amount equal to the accrued and unpaid Cash Interest
on the Conversion Amount up to and including the Conversion Date.  The Person or Persons entitled to receive the
Common Shares issuable upon a conversion of this Note shall be treated for all
purposes as the record holder or holders of such Common Shares on the
Conversion Date.  (d)Book-Entry.  Notwithstanding anything to the contrary set
forth herein, upon conversion of any portion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this
Note to the Company unless (A) the full Conversion Amount represented by
this Note is being converted or (B) the Holder has provided the Company
with prior written notice  5


(which notice may be included in a Common
Conversion Notice) requesting reissuance of this Note upon physical
surrender.  The Holder and the Company
shall maintain records showing the Principal converted and the dates of such
conversions or shall use such other method, reasonably satisfactory to the
Holder and the Company, so as not to require physical surrender of this Note
upon conversion.  7.RIGHTS UPON EVENT OF DEFAULT.  (a)Event of Default.  Each of the following events shall constitute
an Event of Default:  (i)The Companys
failure to convert a Note in accordance with Section 4 within the time
period specified in Section 4(c);  (ii)The Companys
failure to convert a Note in accordance with Section 6 within five (5) Business
Days after the applicable Conversion Date;  (iii)The Company shall
fail to pay the Interest Payment pursuant to Section 4.6 of the Securities
Purchase Agreement;  (iv)The Company shall fail
to pay any Principal owing under this Note when due;  (v)The Company shall
fail to pay any Interest owing under this Note when due, and such failure shall
continue for thirty (30) days;  (vi)The Company or any
Significant Subsidiary shall fail to observe or perform any other covenant,
obligation, condition or agreement contained in this Note (other than those
specified in clauses (iv) or (v) above) or the Security Agreement,
and, to the extent such failure is capable of being cured, such failure shall
continue for sixty (60) days;  (vii)The Company or any
Significant Subsidiary shall (A) fail to make any payment when due under
the terms of any bond, debenture, note or other evidence of indebtedness to be
paid by the Company or such Significant Subsidiary (excluding this Note, which
default is addressed by clauses (iv) and (v) above, but including any
other evidence of indebtedness of the Company or such Significant Subsidiary)
and such failure shall continue beyond any period of grace provided with respect
thereto, or (B) default in the observance or performance of any other
agreement, term or condition contained in any such bond, debenture, note or
other evidence of indebtedness; and the effect of such failure or default in
clause (A) or (B) is to cause, or permit the holder thereof to cause,
indebtedness in an aggregate amount of One Million Dollars ($1,000,000) or more
to become due prior to its stated date of maturity and such failure shall
continue for thirty (30) days;  6


(viii)An involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking
(A) liquidation, reorganization or other relief in respect of the Company
or any Significant Subsidiary or its debts, or of a substantial part of its
assets, under any federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect or (B) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for the Company or any Significant Subsidiary or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for thirty (30) days or an order or decree
approving or ordering any of the foregoing shall be entered;  (ix)The Company or
any Significant Subsidiary shall (A) voluntarily commence any proceeding
or file any petition seeking liquidation, reorganization or other relief under
any federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect, (B) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition
described in clause (viii) of this Section, (C) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for the Company or any Significant Subsidiary or for a
substantial part of its assets, (D) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (E) make
a general assignment for the benefit of creditors or (F) take any action
for the purpose of effecting any of the foregoing;  (x)One or more
judgments for the payment of money in an amount in excess of Five Million
Dollars ($5,000,000) in the aggregate, outstanding at any one time, shall be
rendered against the Company or any Significant Subsidiary and the same shall
remain undischarged for a period of sixty (60) days during which execution
shall not be effectively stayed, or any judgment, writ, assessment, warrant of
attachment, or execution or similar process shall be issued or levied against a
substantial part of the property of the Company or any Significant Subsidiary
and such judgment, writ, or similar process shall not be released, stayed, vacated
or otherwise dismissed within sixty (60) days after issue or levy;  (xi)This Note or the
Security Agreement shall cease, for any reason, to be in full force and effect,
or the Company or any Significant Subsidiary shall so assert in writing or shall
disavow any of its obligations thereunder;  7


(xii)Any Lien purported
to be created under the Security Agreement shall cease to be, or shall be
asserted by the Company or any Significant Subsidiary not to be, a valid and
perfected Lien on any Collateral, with the priority required by the Security
Agreement; or  (xiii)The Company shall
fail to observe or perform any other covenant, obligation, condition or
agreement contained in this Note or the Security Agreement and, to the extent
such failure is capable of being cured, such failure shall continue for sixty
(60) days.  (b)Event of Default
Redemption Right.  Promptly after the
occurrence of an Event of Default with respect to this Note, the Company shall deliver
written notice thereof via facsimile and overnight courier (an Event of Default Notice) to the
Holder.  The Holder, by written notice to
the Company, may declare all outstanding amounts payable by the Company
hereunder to be immediately due and payable without presentment, demand,
protest or any other notice of any kind, all of which are hereby expressly
waived, anything contained herein to the contrary notwithstanding (Redemption
Price).  Upon the occurrence
or existence of any Event of Default described in Sections (viii), (ix) or
(x) hereof, immediately and without notice, all outstanding amounts
payable by the Company hereunder shall automatically become immediately due and
payable, without presentment, demand, protest or any other notice of any kind,
all of which are hereby expressly waived, anything contained herein to the
contrary notwithstanding.  In addition to
the foregoing remedies, upon the occurrence or existence of any Event of
Default, the Holder may exercise, upon the approval of Holders holding more
than a majority of the aggregate principal balance of the Notes, any other
right, power or remedy permitted to it by law, either by suit in equity or by
action at law, or both.  8.REDEMPTION RIGHT UPON
FUNDAMENTAL TRANSACTION.  No sooner
than twenty (20) days nor later than ten (10) days prior to the
consummation of a Fundamental Transaction, but not prior to the public
announcement of such Fundamental Transaction, the Company shall deliver written
notice thereof via facsimile and overnight courier to the Holder (a Fundamental Transaction Notice).  At any time during the period (the Fundamental
Transaction Period) beginning after the Holders receipt of a
Fundamental Transaction Notice and ending on the date that is one (1) Business
Day before the Fundamental Transaction Effective Date, the Holder, at its
option, may require the Company to redeem all or any portion of this Note by
delivering written notice thereof (Fundamental
Transaction Redemption Notice) to the Company, which Fundamental
Transaction Redemption Notice shall indicate the Conversion Amount the Holder
is electing to redeem.  The portion of
this Note subject to redemption pursuant to this Section 8 shall be
redeemed by the Company in cash at a price equal to 101% of the Principal plus
any accrued but unpaid Interest thereon up to, but not  8


including, the Fundamental
Transaction Effective Date (the Fundamental
Transaction Redemption Price) on the Fundamental Transaction
Effective Date.  Redemptions required by
this Section 8 shall have priority to payments to stockholders in
connection with a Fundamental Transaction. 
To the extent redemptions required by this Section 8 are deemed or
determined by a court of competent jurisdiction to be prepayments of the Note
by the Company, such redemptions shall be deemed to be voluntary
prepayments.  Notwithstanding anything to
the contrary in this Section 8, until the Fundamental Transaction
Redemption Price (together with interest thereon) is paid in full, the
Conversion Amount submitted for redemption under this Section 8 may be
converted, in whole or in part pursuant to Section 6.  The parties hereto agree that in the event of
the Companys redemption of any portion of the Note under this Section 8,
the Holders damages would be uncertain and difficult to estimate because of
the parties inability to predict future interest rates and the uncertainty of
the availability of a suitable substitute investment opportunity for the
Holder.  Accordingly, any redemption
premium due under this Section 8 is intended by the parties to be, and
shall be deemed, a reasonable estimate of the Holders actual loss of its
investment opportunity and not as a penalty.  9.AUTOMATIC REDEMPTION
UPON REDEMPTION OF GS NOTE. 
Notwithstanding anything herein to the contrary, upon the redemption of
all or any portion of the GS Note in connection with a Fundamental Transaction,
a pro  rata portion of
this Note, in the ratio of 1:1⁄2, shall automatically be redeemed by the Company
in accordance with the terms of Section 8 hereof (the Automatic Syntek Redemption).  Notwithstanding anything herein to the
contrary, the aggregate Principal amount of this Note subject to the Automatic
Syntek Redemption shall not exceed $1,500,000. 
For the avoidance of doubt and for illustrative purposes only, a
redemption of $1,000,000 of Principal and accrued but unpaid Interest in
respect of the GS Note would result in automatic redemption of $500,000 of
Principal and accrued but unpaid Interest in respect of this Note.  10.RIGHTS UPON CERTAIN OTHER
CORPORATE EVENTS.  Subject to Section 8
and 9 herein, prior to the consummation of any Fundamental Transaction pursuant
to which holders of Common Shares are entitled to receive securities or other
assets with respect to or in exchange for Common Shares (a Corporate Event),the Company shall make appropriate
provision to ensure that the Holder will thereafter have the right to receive
upon a conversion of this Note, such securities or other assets received by the
holders of Common Shares in connection with the consummation of such Corporate
Event in such amounts as the Holder would have been entitled to receive had
this Note initially been issued with conversion rights for the form of such consideration
(as opposed to Common Shares) at a conversion rate for such consideration
commensurate with the Conversion Rate. 
The provisions of this Section shall apply similarly and equally to
successive Corporate Events unless or until the Note is redeemed or repaid.  9


11.ADJUSTMENT OF CONVERSION
PRICE UPON SUBDIVISION OR  COMBINATION OF COMMON SHARES.  If the Company at any time on or after the
Issuance Date subdivides (by any share split, share dividend, recapitalization
or otherwise) one or more classes of its outstanding Common Shares into a
greater number of shares, the Conversion Price in effect immediately prior to
such subdivision will be proportionately reduced.  If the Company at any time on or after the
Issuance Date combines (by combination, reverse share split or otherwise) one
or more classes of its outstanding Common Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such
combination will be proportionately increased.  12.COVENANTS.  (a)Affirmative Covenants.  Until all Principal and Interest and any
other amounts due and payable under this Note have been paid in full in cash,
the Company shall, and shall cause each Significant Subsidiary to:  (i)provide prompt written
notice to the Holder of (x) the occurrence of any Event of Default, or any
event which with the giving of notice or lapse of time, or both, would
constitute an Event of Default, hereunder; and (y) any loss or damage to
any Collateral (as defined in the Security Agreement) in excess of $500,000;  (ii)do or cause to be done
all things reasonably necessary to preserve, renew and keep in full force and
effect its legal existence; and  (iii)(A) keep proper books
of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities, (B) permit
any representatives designated by the Holder, upon reasonable prior notice, to
visit and inspect its properties, to examine and make extracts from its books
and records, and to discuss its affairs, finances and condition with its
officers and independent accountants, all at such reasonable times and as often
as reasonably requested, and (C) provide to the Holder the same information
rights as it provides to its stockholders.  (b)Negative Covenants.  Until all Principal and Interest and any
other amounts due and payable under this Note have been paid in full in cash,
the Company shall not, and shall not permit any Subsidiary to:  10


(i)create, incur, assume or permit
to exist any indebtedness or guarantee, directly or indirectly, except:  (A)indebtedness with
respect to equipment leases or trade accounts of the Company or any Subsidiary
arising in the ordinary course of business;  (B)indebtedness incurred
in the ordinary course arising out of any lease agreement for the premises of
the Company or any Significant Subsidiary;  (C)indebtedness incurred
in the ordinary course of the Company or any Significant Subsidiary for
employee-related obligations or commitments, including, but not limited to,
obligations for the payment of salaries, accrued vacation days, severance,
prior notice periods, managers insurance, pension funds and other approved
employee benefits;  (D)indebtedness for Taxes
(including municipality rates), assessments, levies to statutory bodies and
government agencies, or similar charges, in all cases provided that such
obligations were incurred in the ordinary course of business that are not yet
due and payable;  (E)indebtedness under the
Notes;  (F)indebtedness that is by
its terms subordinate to the indebtedness under the Notes up to $5,000,000;  (G)up to $15,000,000 of
indebtedness assumed by the Company in the acquisition of all or substantially
all of the assets or capital stock of another Person; provided  that,
(a) such indebtedness existed at the time of such acquisition and was not
created in anticipation thereof, (b) the aggregate amount of such
indebtedness assumed in connection with such acquisition shall not exceed 25%
of the aggregate amount of consideration paid by the Company for such
acquisition and (c) any Liens securing such indebtedness do not at any
time cover or encumber any assets or property other than the assets or property
of the Person acquired which is financed by such indebtedness  (H)up to $2,500,000 of
additional indebtedness in the aggregate outstanding at any time; and  (I)inter-company
indebtedness for valid business purposes and consistent with the Companys past
practices.  11


(ii)create, incur,
assume or suffer to exist any mortgage, pledge, security interest, assignment,
lien (statutory or other), claim, encumbrance, license or sublicense or
security interest (collectively, a Lien)in or upon any of its assets, except:  (A)Liens for Taxes,
assessments or similar charges incurred in the ordinary course of business that
are not yet due and payable,  (B)Licenses and
sublicenses of the Companys Intellectual Property Rights in the ordinary
course of business;  (C)Liens created in
connection with Section 12(b)(i)(B), (G), (H) and (J) above; and  (D)Liens created pursuant
to the Security Agreement.  (iii)enter into any
transaction, including, without limitation, the purchase, sale, or exchange of
property or the rendering of any service with any Affiliate, except pursuant to
the reasonable requirements of the Companys or such Subsidiarys business and
upon fair and reasonable terms no less favorable to the Company or such
Subsidiary, than would obtain in a comparable arms length transaction with a
Person not an Affiliate as reasonably determined by the Audit Committee of the
Companys Board of Directors;  (iv)declare
any cash dividends on any shares of any class of its capital stock or
membership interests, or apply any of its property or assets to the purchase,
redemption or other retirement of, or set apart any sum for the payment of any
cash dividends on, or for the purchase, redemption or other retirement of, or
make any other distribution by reduction of capital or otherwise in respect of,
any shares of any class of its capital stock or membership interests, provided,
however, that (i) any Subsidiary wholly owned by the Company may
pay dividends directly to the Company and (ii) this restriction shall not
apply to the repurchase of shares of Common Stock from employees, officers,
directors, consultants or other persons performing services for the Company or
any Subsidiary pursuant to agreements under which the Company has the option to
repurchase such shares upon the occurrence of certain events, such as the
termination of employment;  (v)sell, transfer,
lease or otherwise dispose (including pursuant to a merger) of any asset with
either a book or a market value greater than $1,000,000, except (a) sales,
transfers, leases and other dispositions of inventory, used, obsolete or
surplus equipment or other property and investments in each case in the
ordinary course of business, (b) such sales, transfers or dispositions for
cash or marketable securities which are reasonably approved by the Audit
Committee of the Companys Board of Directors or (c) assets that are
substantially used in the Companys wireless business;  12


(vi)create or acquire
any new Significant Subsidiary;  (vii)make any capital
expenditures (other than with respect to normal maintenance and replacement
programs in the ordinary course of business) exceeding $1,000,000 in any fiscal
year for the Company and its Significant Subsidiaries in the aggregate; or  (viii)permit the
Subsidiaries that are not party to the Security Agreement to have assets in an
aggregate amount greater than $500,000.  13.RESERVATION OF AUTHORIZED
SHARES.  (a)Reservation.  The Company shall have sufficient authorized
and unissued Common Shares for each of the Notes equal to the number of Common
Shares necessary to effect the conversion at the Conversion Rate with respect
to the Conversion Amount of each such Note as of the Issuance Date.  So long as any of the Notes are outstanding,
the Company shall take all action necessary to reserve and keep available out
of its authorized and unissued Common Shares, solely for the purpose of
effecting the conversion of the Notes, the number of Common Shares as shall
from time to time be necessary to effect the conversion of all of the Notes
then outstanding; provided that at no time shall the number of Common Shares so
available be less than the number of shares required to be reserved by the
previous sentence (without regard to any limitations on conversions) (the Required
Amount).  14.REDEMPTION MECHANICS.  In the event that the Company does not pay
the applicable Redemption Price to the Holder within five (5) Business
Days, at any time thereafter and until the Company pays such unpaid Redemption
Price in full, the Holder shall have the option, in lieu of redemption, to
require the Company to promptly return to the Holder all or any portion of this
Note representing the Conversion Amount that was submitted for redemption and
for which the applicable Redemption Price has not been paid.  Upon the Companys receipt of such notice, (x) the
Redemption Notice shall be null and void with respect to such Conversion
Amount, (y) the Company shall immediately return this Note, or issue a new
Note (in accordance with Section 19(d)) to the Holder representing such
Conversion Amount.  15.RIGHTS UPON DISTRIBUTION
OF ASSETS.  If the Company shall
declare or make any dividend or other distribution of its assets (or rights to
acquire its assets) to holders of Common Shares, by way of return of capital or
otherwise (including, without limitation, any distribution of cash, shares or
other securities, property or options by way of a dividend, spin off,
reclassification, corporate  13


rearrangement, scheme of
arrangement or other similar transaction) (a Distribution),
at any time after the issuance of this Note, then, in each such case any
Conversion Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Common Shares entitled to
receive the Distribution shall be reduced, effective as of the close of
business on such record date, toa price determined by multiplying such Conversion Price by a
fraction of which (i) the numerator shall be the Closing Bid Price of the
Common Shares on the Business Day immediately preceding such record date minus
the value of the Distribution (as determined in good faith by the Companys
Board of Directors) applicable to one Common Share, and (ii) the
denominator shall be the Closing Bid Price of the Common Shares on the Business
Day immediately preceding such record date.  16.VOTE TO ISSUE, OR CHANGE
THE TERMS OF, NOTES.  The Notes may
be amended and any provision thereof may be waived by the Company with the
affirmative vote or consent of each of (i) the Company, (ii) the
Holder, and (iii) the holder of the GS Note; provided, however,
that following repayment of $1,500,000 of the Principal amount of this Note
(plus all accrued and unpaid Interest thereon), such amendment of or waiver
under the Notes shall no longer require the written consent of the Holder; provided,
further, however, that no such amendment or waiver may materially
and adversely affect the economic interest of the Holder in the Company without
the written consent of the Holder.  Any
change or amendment approved in accordance with this Section 16 shall be
binding upon all existing and future holders of this Note or the Notes, as
applicable.  17.TRANSFER.  This Note and any Common Shares or other
Equity Securities issued upon conversion of this Note may be offered, sold,
assigned or transferred by the Holder without the consent of the Company in
aggregate principal amounts of at least $500,000, subject only to the provisions
of Section 4.1 of the Securities Purchase Agreement and compliance with
applicable law.  18.RESTRICTIONS ON CONVERSION
INTO COMMON STOCK.  The Company shall
not effect any conversion of this Note, and the Holder of this Note shall not
have the right to convert any portion of this Note pursuant to Section 6(a),
to the extent that after giving effect to such conversion, and taking into
account all other shares of Common Stock beneficially owned by the Holder and
its Affiliates, the Holder (together with the Holders Affiliates) would
beneficially own in excess of 14.80% (the Maximum
Percentage)of the
number of shares of Common Stock outstanding immediately after giving effect to
such conversion.  For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by
the Holder and its Affiliates shall include the number of shares of Common
Stock issuable upon conversion of this Note with respect to which the
determination of such sentence is being made, but shall exclude the number of
shares of Common Stock  14


which would be issuable upon (A) conversion
of the remaining, nonconverted portion of this Note beneficially owned by the
Holder or any of its Affiliates and (B) exercise or conversion of the
unexercisedor nonconverted
portion of any other securities of the Company subject to a limitation on
conversion or exercise analogous to the limitation contained herein
beneficially owned by the Holder or any of its Affiliates, in each case if such
conversion or exercise of such instrument is not permitted in order to keep the
Holders beneficial ownership of Common Stock at or below the Maximum
Percentage.  Except as set forth in the
preceding sentence, for purposes of this Section 18, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Exchange
Act.  For purposes of this Section 18,
in determining the number of outstanding shares of Common Stock, the Holder may
rely on the number of outstanding shares of Common Stock as reflected in (x) the
Companys most recent Form 10-K, Form 10-Q or Form 8-K, as the
case may be, (y) a more
recent public announcement by the Company or (z) any other notice by the
Company or the Transfer Agent setting forth the number of shares of Common
Stock outstanding.  For any reason and at
any time, upon the written or oral request of the Holder, the Company shall
within one (1) Business Day confirm orally and in writing to the Holder
the number of shares of Common Stock then outstanding.  In any case, the number of outstanding shares
of Common Stock shall be determined after giving effect to the conversion or
exercise of securities of the Company, including this Note, by the Holder or
its Affiliates since the date as of which such number of outstanding shares of
Common Stock was reported.  By written
notice to the Company, the Holder may from time to time increase or decrease
the Maximum Percentage to any other percentage specified in such notice so long
as such specified Maximum Percentage shall not exceed 14.80%; provided that (i) any
such increase will not be effective until the sixty-first (61st)day after such notice is delivered to the Company, and (ii) any
such increase or decrease will apply only to the Holder and not to any other
holder of Notes.  19.REISSUANCE OF THIS NOTE.  (a)Transfer.  If this Note is to be transferred, the Holder
shall surrender this Note to the Company, whereupon the Company will forthwith
issue and deliver upon the order of the Holder a new Note (in accordance with Section 19(d)),
registered as the Holder may request, representing the outstanding Principal
being transferred by the Holder and, if less then the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 19(d))
to the Holder representing the outstanding Principal not being
transferred.  The Holder and any
assignee, by acceptance of this Note, acknowledge and agree that, by reason of
the provisions of Section 6(d) following conversion or redemption of
any portion of this Note, the outstanding Principal represented by this Note
may be less than the Principal stated on the face of this Note.  15


(b)Lost, Stolen or
Mutilated Note.  Upon receipt by the
Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note, and, in the case of loss, theft or
destruction, of any indemnification undertaking by the Holder to the Company in
customary form and, in the case of mutilation, upon surrender and cancellation
of this Note, the Company shall execute and deliver to the Holder a new Note
(in accordance with Section 19(d)) representing the outstanding Principal.  (c)Note Exchangeable for
Different Denominations.  This Note
is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 19(d) and
in principal amounts of at least $100,000) representing in the aggregate the
outstanding Principal of this Note, and each such new Note will represent such
portion of such outstanding Principal as is designated by the Holder at the
time of such surrender.  (d)Issuance of New Notes.  Whenever the Company is required to issue a
new Note pursuant to the terms of this Note, such new Note (i) shall be of
like tenor with this Note, (ii) shall represent, as indicated on the face
of such new Note, the Principal remaining outstanding (or in the case of a new
Note being issued pursuant to Section 19(a) or Section 19(c),
the Principal designated, by the Holder which, when added to the principal
represented by the other new Notes issued in connection with such issuance,
does not exceed the Principal remaining outstanding under this Note immediately
prior to such issuance of new Notes), (iii) shall have an issuance date,
as indicated on the face of such new Note, which is the same as the Issuance
Date of this Note, (iv) shall have the same rights and conditions as this
Note, and (v) shall represent accrued and unpaid Interest on the Principal
of this Note, from the Issuance Date.  16


20.REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS,  BREACHES AND INJUNCTIVE RELIEF.  The remedies provided in this Note shall be
cumulative and in addition to all other remedies available under this Note and
any of the other Transaction Documents at law or in equity (including a decree
of specific performance and/or other injunctive relief).  Amounts set forth or provided for herein with
respect to payments, conversion and the like (and the computation thereof)
shall be the amounts to be received by the Holder and shall not, except as
expressly provided herein, be subject to any other obligation of the Company
(or the performance thereof).  The
Company acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate.  The Company
therefore agrees that, in the event of any such breach or threatened breach,
the Holder shall be entitled, in addition to all other available remedies, to
an injunction.  21.PAYMENT OF COLLECTION,
ENFORCEMENT AND OTHER COSTS.  If
following an Event of Default (a) this Note is placed in the hands of an
attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder
otherwise takes action to collect amounts due under this Note or to enforce the
provisions of this Note or (b) there occurs any bankruptcy, reorganization,
receivership of the Company or other proceedings affecting Company creditors
rights and involving a claim
under this Note, then the Company shall pay the reasonable costs incurred by
the Holder for such collection, enforcement or action or in connection with
such bankruptcy, reorganization, receivership or other proceeding, including,
but not limited to, attorneys fees and disbursements.  22.CONSTRUCTION; HEADINGS.  This Note shall be deemed to be jointly
drafted by the Company and all the Holders and shall not be construed against
any person as the drafter hereof.  The
headings of this Note are for convenience of reference and shall not form part
of, or affect the interpretation of, this Note.  23.FAILURE OR INDULGENCE NOT
WAIVER.  No failure or delay on the
part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof
or of any other right, power or privilege.  24.NOTICES.  Whenever notice is required to be given under
this Note, unless otherwise provided herein, such notice shall be delivered in
accordance with Section 6.4 of the Securities Purchase Agreement.  The Company shall provide the Holder with
prompt written notice of all actions taken pursuant to this Note, including in
reasonable detail a description of such action and the reason therefore.  Without limiting the generality of the foregoing,
the Company will give written notice to the Holder (i) immediately upon any adjustment of the Conversion
Price, setting forth in  17


reasonable detail, and
certifying, the calculation of such adjustment and (ii) at least twenty
(20) days prior to the date on which the Company closes its books or takes a
record (A) with respect to any dividend or distribution upon the Common
Shares or (B) for determining rights to vote with respect to any
Fundamental Transaction, dissolution or liquidation, provided in each case that
such information shall be made known to the public prior to or in conjunction
with such notice being provided to the Holder.  25.CANCELLATION.  After all Principal, accrued Interest and
other amounts at any time owed on this Note have been paid in full, this Note
shall automatically be deemed canceled, shall be surrendered to the Company for
cancellation and shall not be reissued.  26.WAIVER OF NOTICE.  To the extent permitted by law, the Company
hereby waives demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement
of this Note and the Securities Purchase Agreement.  27.GOVERNING LAW.  This Note shall be construed and enforced in
accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note shall be governed by, the internal
laws of the State of New York, without giving effect to any choice of law or
conflict of law provision or rule (whether of the State of New York or any
other jurisdictions) that would cause the application of the laws of any
jurisdictions other than the State of New York. 
Any action brought by either party against the other concerning the
transactions contemplated by this Agreement shall be brought only in the state
courts of New York or in the federal courts located in the State of New York
and waive trial by jury.  Both parties
agree to submit to the jurisdiction of such courts.  The prevailing party shall be entitled to
recover from the other  party its
reasonable attorneys fees and costs.  Inthe event that any provision of this Note
is invalid or unenforceable under any applicable statute or rule of law,
then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Note.  Nothing contained herein shall be deemed or
operate to preclude the Holder from bringing suit or taking other legal action
against the Company in any other jurisdiction to collect on the Companys
obligations to the Holder, to realize on any collateral or any other security
for such obligations, or to enforce a judgment or other court ruling in favor
of the Holder.  18


28.INDEMNIFICATION.  (a)Subject to the limitations
herein, the Company shall indemnify the Holder, and each Affiliate of the
Holder (each such Person being called an Indemnitee)
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses, (excluding the legal fees of counsel
for any Indemnitee), incurred by or asserted against any Indemnitee by a third
party arising out of, in connection with, or as a result of: (i) the
execution or delivery of this Note, the performance by the Company and its
Subsidiaries hereto of their respective obligations hereunder or the
consummation of or the use of the proceeds therefrom, or (ii) the material
breach by the Company or any Subsidiary of (a) any representation,
warranty, covenant or agreement contained herein or (b) any representation
or warranty in Section 3.1 of the Securities Purchase Agreement, as they
relate to this Note; provided  that such indemnity shall not, as
to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses are determined by a court of competent
jurisdiction by final and non-appealable judgment to have resulted from the
gross negligence or willful misconduct of such Indemnitee.  (b)To the extent permitted by
applicable law, the Company and the Holder hereof shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages arising out of, in
connection with, or as a result of, the Note, the Securities Purchase Agreement
and the Registration Rights Agreement or any agreement or instrument
contemplated hereby or thereby, or the use of the proceeds thereof.  29.MAXIMUM PAYMENTS.  Nothing contained herein shall be deemed to
establish or require the payment of a rate of interest or other charges in
excess of the maximum permitted by applicable law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum shall be credited against
amounts owed by the Company to the Holder and thus refunded to the Company.  30.NONCIRCUMVENTION.  The Company hereby covenants and agrees that
the Company will not, by amendment of its Certificate of Incorporation or
Bylaws, or through any reorganization, transfer of assets, consolidation,
merger, scheme of arrangement, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Note, and will at all times in good faith carry out
all of the provisions of this Note and take all action as may be required to
protect the rights of the Holder of this Note.  19


31.CERTAIN DEFINITIONS.  For purposes of this Note, the following
terms shall have the following meanings:  (a)Business Day means any day other than Saturday, Sunday or
other day on which commercial banks in The City of New York are authorized or
required by law to remain closed.  (b)Calendar Quarter means each of: the period beginning on and
including January 1 and ending on and including March 31; the period
beginning on and including April 1 and ending on and including June 30;
the period beginning on and including July 1 and ending on and including September 30;
and the period beginning on and including October 1 and ending on and
including December 31.  (c)Closing Dateshall
have the meaning set forth in the Securities Purchase Agreement, which date is
the date the Company initially issued Notes pursuant to the terms of the
Securities Purchase Agreement.  (d)Fundamental Transaction means that the Company shall,
directly or indirectly, in one or more related transactions, (i) consolidate
or merge with or into (whether or not the Company is the surviving corporation)
another Person, or (ii) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
to another Person, or (iii) be subject to an offer from another Person or
group of related Persons (as defined in Sections 13(d) and 14(d) of
the Exchange Act) other than the Holder to make a purchase, tender or exchange
offer that is accepted by the holders of more than 50% of the outstanding
Voting Shares (not including any Voting Shares held by the Person or Persons
making or party to, or associated or affiliated with the Persons making or
party to, such purchase, tender or exchange offer), or (iv) consummate a
share purchase agreement or other business combination (including, without
limitation, a reorganization, recapitalization, spin-off or scheme of
arrangement) with another Person or group of related Persons (as defined in
Sections 13(d) and 14(d) of the Exchange Act) whereby such other
Person or group acquires more than 50% of the outstanding Voting Shares (not
including any Voting Shares held by the other Person other Persons making or
party to, or associated or affiliated with the other Persons making or party
to, such share purchase agreement or other business combination), or (v) enter
into any going private transaction that meets the criteria of any transaction
described under Section 13(e) of the Exchange Act and the rules promulgated
thereunder, provided  however, a Fundamental Transaction shall not
include (i) any reorganization, recapitalization or reclassification of
the Common Shares in which holders of the Companys voting power immediately
prior to such reorganization, recapitalization or reclassification continue
after such reorganization, recapitalization or reclassification to hold
publicly traded securities and, directly or indirectly, the voting power of the
surviving entity or entities necessary to elect a majority of the members of
the board of directors (or their equivalent if other than a corporation) of
such entity or entities, or (ii) pursuant to a migratory merger effected
solely for the purpose of changing the jurisdiction of incorporation of the
Company.  20


(e)GAAP means United States generally accepted accounting
principles, consistently applied.  (f)GS means Goldman Sachs Investment Partners
Master Fund, L.P.  (g)GS Note means that certain Senior Secured Convertible Note of
even date herewith in the original principal amount of $38,000,000 issued by
the Company to GS pursuant to the Securities Purchase Agreement.  (h)Maturity Date means the earlier of (i) 11:59 p.m.,
New York Time, on December 13, 2008 and (ii) the date on which the
Company completes a Qualified Equity Investment.  (i)Personmeans an
individual, a limited liability company, a partnership, a joint venture, a
corporation, a trust, an unincorporated organization, any other entity or a
government or any department or agency thereof.  (j)Redemption Noticesmeans, collectively, the Event of Default
Redemption Notices, and the Fundamental Transaction Redemption Notices, each of
the foregoing, individually, a Redemption Notice.  (k)Registration Rights Agreement means that certain Amended and
Restated Registration Rights Agreement, dated as of the date hereof, by and
among the Company and the holders of the Notes party thereto, relating to,
among other things, the registration of the resale of the Common Shares
issuable upon conversion of the Notes.  (l)Required Holders means the holders of
Notes representing at least a majority of the aggregate principal amount of the
Notes then outstanding.  (m)Syntek means Syntek Capital AG.  (n)Syntek Note means that certain Senior Secured Convertible
Note of even date herewith in the original principal amount of $3,000,000
issued by the Company to Syntek pursuant to the Securities Purchaser Agreement.  (o)SEC means the United States Securities and Exchange
Commission.  (p)Tax means any tax, levy, impost, duty or other charge or
withholding of a similar nature (including any related penalty or interest).  21


(q)Voting Shares of a Person means capital shares of such Person
of the class or classes pursuant to which the holders thereof have the general
voting power to elect, or the general power to appoint, at least a majority of
the board of directors, managers or trustees of such Person (irrespective of
whether or not at the time capital shares of any other class or classes shall
have or might have voting power by reason of the happening of any contingency).  [Signature Page Follows]  22


IN WITNESS
WHEREOF, the Company has caused this Note to be duly executed as of the
Issuance Date set out above.  VYYO INC.By:
  /s/
  Wayne H. DavisName:   Wayne H. DavisTitle:     Chief
  Executive Officer  23