Exhibit 10.42

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

FOR VALUE RECEIVED , Vyyo Inc., a Delaware corporation, (the “ Company ”), hereby promises to pay to Goldman Sachs Investment Partners Master Fund, L.P. 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 Syntek Note, are duly authorized notes of the Company (this note being referred to as the “ Note ” and, together with the Syntek 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 Syntek Note in the ratio of 1:½.  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 $1,000,000 to this Note and $500,000 to the Syntek 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.

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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

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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 OF SYNTEK NOTE UPON CONVERSION OF THIS NOTE .  Notwithstanding anything herein to the contrary, upon the conversion from time to time of all or any portion of this Note in connection with (i) a Qualified Equity Investment or (ii) a Non-Qualified Equity Investment, a pro rata portion of the Syntek 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 thereof (the “ Automatic Syntek Conversion ”).  Notwithstanding anything herein to the contrary, the aggregate Principal amount of the Syntek 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 this Note would result in automatic conversion of $42,857.14 of Principal and accrued but unpaid Interest in respect of the Syntek 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.

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(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 (1 ^st ) 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

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(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;

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(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;

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(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

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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 pre