Exhibit
10.2


GUARANTY


To induce I&G
PEACHTREE CORNERS, L.L.C., a Delaware limited liability company (“Landlord”) to
enter into a certain Amendment (the “Amendment”), dated as of July 17, 2006, to
that certain lease (as amended, the “Lease”), dated as of January 20, 2005 with
XTEND NETWORKS, INC., a Delaware corporation (“Tenant”) and for other good and
valuable consideration, the receipt and sufficiency whereof are hereby
irrevocably acknowledged, VYYO INC., a Delaware corporation (herein referred to
as “Guarantor” hereby guaranties to Landlord the due and punctual payment in
full by Tenant (and not merely the collectibility), and the full and faithful
performance and observance by Tenant, of all of the Obligations (defined below)
under and pursuant to the Lease.  As used
herein, the term “Landlord” shall include its successors and assigns.  The Guarantor shall cause the Obligations to
be paid and performed under the same standards, time schedules and other
requirements 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 are
set 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 all
covenants, conditions, and agreements provided in the Lease to be performed and
observed by Tenant, its successors and assigns, including, but not limited to,
the obligation to pay rent under the Lease


1.             Guarantor
represents and warrants to Landlord that neither the execution and delivery of
this Guaranty, nor compliance with the terms and provisions hereof, will
violate any presently existing provision of law or any presently existing
regulation, order, writ, injunction or decree of any court or governmental
department, commission, board, bureau, agency or instrumentality, or will
conflict or will be inconsistent with, or will result in any breach of, any of
the terms, covenants, conditions or provisions of, or constitute a default
under, any agreement, document or charter to which Guarantor is a party or by
which Guarantor is bound.


2.             Guarantor
is duly organized, validly existing and in good standing under the laws of the
state of its formation, and duly qualified and in good standing under the laws
of each other state in which its activities require that it be qualified.  Guarantor has executed and delivered this
Guaranty pursuant to proper authority duly granted.  Guarantor warrants and represents to Landlord
that such Guarantor is not, and shall not become, a person or entity with whom
Landlord is restricted from doing business with under regulations of the Office
of Foreign Asset Control (“OFAC”) of the
Department of the Treasury (including, but not limited to, those named on OFAC’s
Specially Designated and Blocked Persons list) or under any statute, executive
order (including, but not limited to, the September 24, 2001, Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action and is
not and shall not engage in any dealings or transaction or be otherwise
associated with such persons or entities.


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


4.             The
liability of Guarantor hereunder shall in no way be affected, diminished or
released by any extension of time or forbearance that may be granted by
Landlord to Tenant or any waiver by Landlord under the Lease or by the
acceptance by Landlord of additional security for performance of the Lease or
any release, substitution or changes in any such security, failure to perfect a
security interest in Tenant’s property or impairment of collateral, or by any
modifications, amendments or extensions of the Lease. Guarantor expressly
agrees that Landlord may, in its sole and absolute discretion, without notice
to or further consent of such Guarantor, and without in any way releasing,
affecting, or impairing the obligations and liabilities of such Guarantor
hereunder:



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(a)           Waive
compliance with any of the terms of the Lease;


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


(c)           Grant
extensions or renewals of the Lease or effect any release, compromise, or
settlement in connection therewith;


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


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


5.             If
Tenant holds over beyond the term of the Lease, Guarantor’s obligations
hereunder will extend and apply with respect to the full and faithful performance
and observance of all of the covenants, terms, and conditions of the Lease and
of 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 the
Lease as Landlord may deem proper or desirable, without any notice to or
further assent from Guarantor and without in any manner impairing or affecting
this Guaranty as to any provision(s) not so waived or released or any of the
Guarantor’s obligations hereunder.


7.             Landlord
may enforce this Guaranty without the necessity at any time of resorting to or
exhausting any other remedy or any other security or collateral and without the
necessity at any time of having recourse to any of its rights or remedies under
the Lease, and without the necessity of proceeding against Tenant.


8.             Guarantor
does not require and hereby waives all notices of Tenant’s nonpayment,
nonperformance, or nonobservance of the covenants, terms and conditions of the
Lease.  Guarantor hereby expressly waives
all notices and demands otherwise required by law which Guarantor may lawfully
waive.


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


10.           The
liability of the Guarantor hereunder or any remedy for the enforcement hereof
shall in no way be affected by (a) the release or discharge of Tenant in any
creditors’, receivership, bankruptcy or other proceedings, (b) the impairment,
limitation or modification of the liabilities of Tenant to Landlord or the
estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s
said liability under the Lease, resulting from the operations of any present or
future provision of Title 11 of the United States Code or other statute or from
the decision in any court or (c) the rejection or disaffirmance of the Lease in
any such proceedings.


11.           Guarantor
agrees 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 any
part thereof, and in enforcing this Guaranty or any of the Guarantor’s
obligations hereunder.


12.           No
delay on the part of Landlord in the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by Landlord of
any right or remedy shall preclude other or further exercise thereof or the
exercise of any other right or remedy. 
No action of Landlord permitted hereunder shall in any way affect or
impair the rights of Landlord and the obligations of the Guarantor under this
Guaranty.



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13.           Landlord
and Tenant, without notice to or consent by the Guarantor, may at any time or
from time to time enter into such modifications, extensions, amendments or
other covenants respecting the Lease as they may deem appropriate and the
Guarantor will not be released thereby, but will
continue to be fully liable for the payment and performance of the Obligations
of Tenant under the Lease as so modified, extended or amended.


14.           Guarantor
hereby expressly waives:


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


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


(c)                                  its
right to enforce any remedies Landlord now has, or later may have, against the
Tenant,


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


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


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


15.           Insofar
as the payment by Tenant of any sums of money to Landlord is involved, this
Guaranty is a guaranty of payment and not of collection, and shall remain in
full force and effect until payment in full of all sums payable under the
Lease.  Guarantor waives any right to
require that Landlord bring any legal action against Tenant before,
simultaneously with, or after enforcing its rights and remedies hereunder
against Guarantor. This Guaranty shall in all respects be a continuing
guaranty, and shall remain in full force and effect notwithstanding, without
limitation, the dissolution of Tenant until fulfillment of all of the
Obligations.  If at any time any part of
any payment previously applied by Landlord to any of the Obligations is rescinded
or returned by Landlord for any reason, including the insolvency, bankruptcy or
reorganization of Tenant or any other party, such Obligations shall be deemed
to have continued in existence to the extent that such payment is rescinded or
returned, and this Guaranty shall be reinstated as to such Obligations as
though such prior application by Landlord had not been made.  No notice of discontinuance given by
Guarantor shall affect or impair any of the agreements or obligations of
Guarantor hereunder, and all of the agreements and obligations of Guarantor
under this Guaranty shall, notwithstanding any notice of discontinuance, remain
fully in effect until the conditions set out in the preceding sentence have
been satisfied.


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


17.           Any
notices that Landlord or the Guarantor may require, or may desire, to give
hereunder shall be in writing and shall be deemed to have been given upon
receipt or, if mailed by registered or certified mail, on the third day after
being deposited in the United States mail, postage prepaid.  Unless otherwise notified in writing, the
party giving the notice shall use the addresses of Landlord and, in the case of
the Guarantor, Tenant set forth in the Lease.



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18.           All
of the representations, warranties, undertakings, agreements and covenants
herein contained and the obligations hereunder shall be binding upon Guarantor
and its heirs, executors and legal and personal representatives, and upon its
successors and assigns.


19.           Guarantor
represents and warrants that this Guaranty has been duly authorized by all
necessary corporate action on Guarantor’s part, has been duly executed and
delivered by a duly authorized officer, and constitutes Guarantor’s valid and
legally binding agreement in accordance with its terms.


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


21.           Wherever
possible each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Guaranty.


IN WITNESS WHEREOF,
Guarantor has caused this Guaranty to be executed and delivered as of this 17
day of July, 2006.


	
  

  	
  GUARANTOR: VYYO
  INC., a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Avner Kol

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Avner Kol

  
	
   

  	
  Title: Chief
  Operating Officer

  



 



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