Exhibit 10.13

CONSULTING AGREEMENT

THIS AGREEMENT is made effective on the date which is eight days after it is signed by both parties (the “ Effective Date ”), by and between Vyyo Ltd., an Israeli company (the “ Company ”), having principal offices at 4 Ha’Negev St, Airport City, P.O. Box 197 Zip 70100 Ben Gurion Airport Israel, and Avner Kol (the “ Consultant ”).

WHEREAS, C onsultant was employed by Vyyo Inc., the parent corporation of the Company, as its Chief Operating Officer from November 1, 2005 to January 30, 2008; and

WHEREAS, Consultant’s employment with Vyyo Inc. has been terminated and Consultant acknowledges that he has received from Vyyo Inc. any and all payments due to him in connection with his employment with Vyyo Inc. or any subsidiary or termination thereof; and

WHEREAS, the Company desires to have Consultant provide certain consulting services inter-alia for the purpose of adequately transferring his former position with Vyyo Inc., and Consultant desires to provide such consulting services upon the following terms and conditions; and

WHEREAS, the parties wish to memorialize the terms for their agreement.

NOW, THEREFORE, it is hereby agreed as follows:

1.         The Services . During the Term, Consultant shall provide certain services (the “Consulting Services”) necessary for the transfer of his former position with Vyyo Inc., to his replacement. Consultant shall render the Consulting Services from time to time in accordance with the Company’s reasonable needs, and the dates and places to perform the Consulting Services shall be determined mutually by the Consultant and the Company.

2.         Best Efforts . Consultant shall devote his best efforts, abilities, expertise, experience and attention to the performance of the Consulting Services, and the Consultant agrees that he owes duties of care, loyalty and confidentiality to the Company in the performance of his duties hereunder.

3.         Considerations .

3.1.       Compensation .  As full and complete consideration for the Consulting Services to be rendered hereunder Consultant shall be entitled to an amount of US $ 20 ,833 per month, including VAT. Such amount shall be paid in New Israeli Shekels at the representative rate of exchange on the date prior to payment. Payment shall be made against presentation of a tax invoice issued by Consultant to the Company

3.2.       Taxes and Social Benefits . Consultant expressly agrees that the Company shall not be responsible in any way for any social or other benefits to Consultant including, without limitation, contributions or deductions with respect to National Insurance or social security, health tax or unemployment insurance (the “ Social Benefits ”) and that any and all tax consequences or requirements to pay Social Benefits arising out of this Agreement shall be borne by the Consultant, provided, however, that the Company shall be entitled (but not required) to withhold any such applicable taxes and Social Benefits if it believes that it is legally required to do so. To the extent that any demands are made upon the Company by

any authorities for payment of taxes or Social Benefits with respect to the compensation paid under this Agreement (and which have not been deducted or withheld by the Company), then Consultant shall fully indemnify the Company in respect thereof upon demand by the Company.

4.        Term; Termination .

4.1.       The term of this Agreement shall begin on July 1, 2008 hereof and shall continue for a period of six (6) months (the “ Term ”).

4.2.       Notwithstanding the foregoing, the Company may terminate this Agreement at any time for “Cause” (as hereinafter defined). In such event this Agreement shall be deemed effectively terminated as of the time of delivery of such notice and the Company shall have no obligation to make any additional payments of Compensation hereunder.

For the purpose hereof, the term “ Cause ” shall mean: (i) Consultant’s theft, dishonesty or falsification of any documents or records of the Company or any affiliates thereof; (ii) Consultant’s improper use or disclosure of the confidential or proprietary information of the Company; (iii) any intentional action by Consultant which has a detrimental effect on the reputation or business of the Company, including a breach of any covenant in this Agreement; or (iv) any material breach by Consultant of any provision of this Agreement, which breach is not cured within three (3) days following notice thereof, or breach of Consultant’s duty of trust or fiduciary duty toward the Company or its affiliates.

4.3.       Consultant agrees to conduct himself in a professional and positive manner in all of his dealings, communications and contacts concerning the Company, the conduct of his obligations hereunder or the termination of this Agreement. Consultant agrees not to criticize, denigrate, disparage or make any derogatory statements about the Company.  In particular, Consultant agrees not to make any derogatory statements about the Company (including any subsidiaries or affiliates), its business plans, policies and practices, or about any of its officers, employees or former officers or employees, to customers, competitors, suppliers, employees, former employees, members of the public, members of the media or any other person, nor shall Consultant harm or in any way adversely affect the reputation and goodwill of the Company.  Consultant also agrees not to damage any of the Company’s property or harm the Company in any way, including financially. Consultant agrees not to make any statement or announcement concerning he departure from the Company except as may be reviewed and approved in writing by the Company in advance.  Nothing in this Section 4.3 shall prevent Consultant from giving truthful testimony or information to law enforcement entities, administrative agencies or courts or in any other legal proceedings as required by law or otherwise by court order, including, but not limited to, assisting in an investigation or proceeding brought by any governmental or regulatory body or official related to alleged violations of any law relating to fraud or any rule or regulation.  If Consultant violates this Section 4.3, he shall pay to the Company the sum of Five Thousand Dollars ($5,000) for each violati