Exhibit 10.2

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.

CONVERTIBLE NOTE

FOR VALUE RECEIVED, Vyyo Inc., a Delaware corporation, (the “Company” ), hereby promises to pay to Goldman, Sachs & Co. or registered assigns (“Holder”) the amount set out above as the Principal (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal” ) when due, whether upon the Maturity Date (each, as defined herein) unless earlier redeemed or converted (in each case in accordance with the terms hereof), and to pay interest ( “Interest” ) on any outstanding Principal at the rate of 5.0% per annum (the “Interest Rate” ), 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 Convertible Note (including all Convertible Notes issued in exchange, transfer or replacement hereof, this “Note” ) is issued on the Closing Date 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” ). Certain capitalized terms used herein are defined in Section 28.  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 representing all outstanding Principal and the accrued and unpaid Interest thereon.  The Company shall make such payment on the Maturity Date, together with the amount of any accrued and unpaid interest on such Principal, by wire transfer of immediately available funds to an account designated in writing by the Holder.

2.  INTEREST; INTEREST RATE. 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 May 1, 2007 by wire transfer of immediately

payable funds.  Interest shall be payable on each Interest Date in cash.  Prior to the payment of Interest on an Interest Date, Interest on this Note shall accrue at the Interest Rate and be payable in cash upon any conversion in accordance with Section 4.  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 ”).  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 shall accrue at the same rate compounded quarterly.

3.   SUBORDINATION .  The Principal and Interest on this Note is expressly subordinated in right of payment to (i) that certain Senior Secured Note in the principal amount of $7,500,000 issued on March 23, 2006 (“ Senior Secured Note ”), and (ii) any borrowed money by the Company designated as senior debt by the Board of Directors (“ Indebtedness ”).  Upon payment or distribution of the assets of the Company to creditors upon any dissolution, winding up, liquidation, reorganization, recapitalization or readjustment of the Company or its property, payment of the Principal and Interest will be subordinate to the prior payment in full of all such Indebtedness.  No payment of Principal or Interest may be made by the Company if (i) at any time there exists (or after giving effect to the payment there would exist) an event of default under the agreement pursuant to which such Indebtedness has been issued, or (ii) full payment of amounts then due for principal and interest on the Indebtedness has not been made or duly provided for.  The Holder of this Note shall execute any further documentation reasonably requested by a lender to effect the foregoing.

4.  CONVERSION OF NOTES.   Subject to Sections 7(a) and 15, 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 4.

(a)  Conversion Right.   At any time or times on or after the Issuance Date and prior to repayment, 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 4(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.

(b)  Conversion Rate .  The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to Section 4(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (such number of shares, the “ Conversion Rate ”).

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(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 $10.00, subject to adjustment as provided herein.

(c)  Mechanics of Conversion.

(i)  Optional Conversion .  To convert any Conversion Amount greater than $500,000 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 “ Conversion Notice ”) to the Company and (B) if required by Section 4(e), 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 ) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile a confirmation of receipt of such Conversion Notice to the Holder and the Transfer Agent.  On or before the third (3 rd ) Trading Day following the date of receipt of a 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 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, (2) pay to the Holder in cash an amount equal to the accrued and unpaid Interest on the Conversion Amount up to and including the Conversion Date and (3)   for any conversions prior to March 28, 2011 in connection with a Fundamental Transaction, pay any applicable Make-Whole Premium in accordance with Section 4(d). 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)  Make-Whole Premium .

(i)  If a Fundamental Transaction occurs prior to March 28, 2011, the Company also shall pay the Make-Whole Premium, if any, to the Holder who elects to convert its Note pursuant to this Section or elects to have its Note redeemed pursuant to Section 6(a) hereof pursuant to the Fundamental Transaction. The Make-Whole Premium, if any, shall be paid in cash on the Fundamental Transaction Effective Date to Holders who exercise such conversion right.

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(1)  The “ Make-Whole Premium ” shall be determined as follows:

(2)  If the Fundamental Transaction Effective Date is after March 28, 2011, no Make-Whole Premium shall be paid;

(3)  If the Stock Price equals or exceeds $17.50 (subject to adjustment pursuant to Section 8), no Make-Whole Premium shall be paid; and

(4)  In all other cases, the Make-Whole Premium shall be an amount equal to the interest that otherwise would accrue on the Principal of the Note had it remained outstanding from the date hereof through March 28, 2011, less the amount of interest accrued and paid prior to the date of conversion.  Notwithstanding anything to the contrary set forth herein, the Make-Whole Premium, if any, shall be paid in cash and shall not increase or affect the Conversion Amount, Conversion Price, or the number of Common Shares issuable upon conversion of this Note.

(ii)  For purposes of Section 4(d), the following terms shall have the meanings indicated:

(1)  “ Fundamental Transaction Effective Date ” means the date that a Fundamental Transaction becomes effective.

(2)  “ Stock Price ” means the price paid per Common Share in the transaction constituting the Fundamental Transaction, determined as follows:

(i)  If holders of the Common Shares receive only cash in the transaction constituting the Fundamental Transaction, then the Stock Price shall equal the cash amount paid per Common Share; and

(ii)  In all other cases, the Stock Price shall be the average of the daily Trading Prices per Common Share for the ten consecutive Trading Day period ending on the Trading Day immediately preceding the Fundamental Transaction Effective Date.

(e)  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 (which notice may be included in a 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.

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5.  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 five (5) Trading Days after the applicable Conversion Date;

(ii)  The Company shall fail to redeem or repay the amounts due under the 2006 Notes pursuant to Section 4.6 of the Securities Purchase Agreement;

(iii)  The Company shall fail to pay any Principal owing under this Note when due;

(iv)  The Company shall fail to pay any Interest owing under this Note when due, and such failure shall continue for thirty (30) days;

(v)  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 (ii) and (iii) 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;

(vi)  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;

(vii)  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 (v) of this Section, (C) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar

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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;

(viii)  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;

(ix)  Failure (A) of the Company to make any required filings with the SEC or (B) of the Common Stock to be listed on an eligible securities exchange, and in either case (A) or (B) such failure shall continue for sixty (60) days;

(x)  The Company shall fail to observe or perform any other covenant, obligation, condition or agreement contained in this Note or the Guaranty and 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, upon the approval of Holders holding more than 50% of the aggregate principal balance of the Notes then outstanding, 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 (v) or (vi) 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.

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6.  RIGHTS UPON FUNDAMENTAL TRANSACTION .

(a)  Fundamental Transaction Redemption Right .  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) Trading 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 6 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 including, the Fundamental Transaction Effective Date (the “ Fundamental Transaction Redemption Price ”) on the Fundamental Transaction Effective Date.  In addition, for any redemption made prior to March 28, 2011, the Holder shall also be paid the Make-Whole Premium, if any, as applicable.  Redemptions required by this Section 6 shall have priority to payments to stockholders in connection with a Fundamental Transaction.  To the extent redemptions required by this Section 6 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 6, until the Fundamental Transaction Redemption Price (together with interest thereon and the Make-Whole Premium, if any) is paid in full, the Conversion Amount submitted for redemption under this Section 6 may be converted, in whole or in part pursuant to Section 4.  The parties hereto agree that in the event of the Company’s redemption of any portion of the Note under this Section 6, 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 6 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.

7.  RIGHTS UPON CERTAIN OTHER CORPORATE EVENTS.

(a)  Corporate Events .  Subject to the Section 4(d) and 6 herein as applicable, 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 insure 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

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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.

8.  ADJUSTMENT O