Exhibit 10.5

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

OF DAVIDI GILO

WITH

VYYO INC.

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), made and entered into as of February 1, 2008 (the “Restatement Date”), by and between VYYO INC., a Delaware corporation (hereinafter the “Corporation”), and DAVIDI GILO (hereinafter “Gilo”).

RECITALS

A.             The Corporation previously employed Gilo as Chief Executive Officer and Chairman of the Corporation’s Board of Directors pursuant to the terms of an Employment Agreement between the Corporation and Gilo made and entered into as of February 10, 2006   (the “Effective Date”), and as Chairman of the Corporation’s Board of Directors pursuant to the terms of an Amended and Restated Employment Agreement between the Corporation and Gilo made and entered into as of April 5, 2007, subject to election to the Board of Directors by the Corporation’s stockholders and until Gilo’s successor is duly appointed and elected.  The Corporation and Gilo now desire to enter this Agreement as of the Restatement Date under the terms set forth below.

B.             In connection with Gilo’s employment with the Corporation, the Corporation and Gilo desire to enter into this Agreement according to the terms and conditions set forth below.

AGREEMENT

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.              Employment Duties .

a.             General .   The Corporation hereby agrees to employ Gilo, and Gilo hereby agrees to accept employment with the Corporation, on the terms and conditions hereinafter set forth.

b.             Corporation’s Duties .   The Corporation shall allow Gilo to, and Gilo shall, perform responsibilities normally incident to the position of Chairman of the Board of Directors, commensurate with his background, education, experience and professional standing.  The Corporation shall provide Gilo with such office equipment, supplies, customary services and cooperation suitable for the performance of his duties.

c.             Gilo’s Duties .  Unless otherwise agreed to by the parties, Gilo shall serve as Chairman of the Board of the Corporation, subject to the vote of the stockholders and Board of Directors as applicable, and until Gilo’s successor is duly appointed and elected.  Gilo shall devote approximately twenty (20) hours per week to the business of the Corporation, and shall not become engaged to render similar services on behalf of any other entity while employed hereunder which is in any way competitive to the Corporation, without the consent of the Corporation’s Board of Directors.  Gilo shall report directly to the Corporation’s Board of Directors.

2.              Term .     The initial term of this employment agreement is three (3) years from the Effective Date (the “Initial Term”).  Thereafter, this Agreement may be renewed by Gilo and the Corporation on such terms as the parties may agree to in writing.  Absent written notice to the contrary, thirty (30) days prior to the end of the Initial Term, this Agreement will be automatically renewed for consecutive one (1) year extensions (together with the Initial Term, the “Term”).  Should the Initial Term not be renewed after the expiration of the first three (3) year term, Gilo shall be entitled to severance in exchange for a release as to any and all claims Gilo may have against the Corporation as provided in Section 6.d.

3.              Compensation .  Gilo shall be compensated as follows:

a.             Fixed Salary .   Gilo shall receive Twelve Thousand Dollars ($12,000) fixed annual salary.  The Corporation agrees to review the fixed salary on or before December 31, 2007, and thereafter at the end of each calendar year during the Term based upon Gilo’s services and the financial results of the Corporation, and to make any increase as may be determined appropriate in the sole discretion of the Corporation’s Compensation Committee or Board of Directors.

b.             Payment .   Gilo’s fixed salary shall be payable on a semi-monthly basis, in accordance with the Corporation’s usual payroll practices.

c.             Bonus Compensation . During the Term, Gilo shall participate in such bonus plan(s) adopted by the Corporation’s Board of Directors, from time to time.   Gilo shall be entitled to receive an additional annual bonus based on his performance and that of the Corporation each year as determined by the Board of Directors of this Corporation, or its Compensation Committee; provided, however, that in no event will such date be later than the date that is two and one-half months from the end of the later of (i) Gilo’s first taxable year in which Gilo’s bonus is determined or (ii) the Corporation’s taxable year in which the bonus award is determined.  The bonus shall be prorated should Gilo’s employment terminate prior to the full calendar year.

d.              Stock Options .  Gilo shall be eligible for certain stock options that may be awarded by the Corporation, from time to time.

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e.             Vacation .  Gilo shall accrue paid vacation at the rate of thirty (30) days for each twelve (12) months of employment, up to a maximum of 60 working days.  Gilo shall be compensated at his usual rate of compensation during any such vacation.  Gilo shall be entitled to paid holidays as generally given by the Corporation.  Gilo shall receive sick leave or disability leave in accordance with the terms of the Corporation’s standard sick leave or disability leave policy.

f.              Benefits .  During the Term, Gilo and his dependents shall be entitled to participate in any group plans or programs maintained by the Corporation for any employees relating to group health, disability, life insurance and other related benefits as in effect from time to time. Gilo shall also be entitled to Director and Officer (“D&O”) insurance in such amounts and coverage and such indemnification provisions as are afforded other officers and directors of the Corporation.  Benefits under this Section 3.f. will be paid by the Corporation.

g.             Expenses .  The Corporation shall reimburse Gilo for his normal and reasonable expenses incurred for travel, entertainment and similar items in promoting and carrying out the business of the Corporation in accordance with the Corporation’s general policy as adopted by the Corporation’s management from time to time.  In addition, Gilo shall be reimbursed for the reasonable costs associated with cellular telephone usage and shall be entitled to reimbursement for such reasonable continuing professional education, memberships and certifications as are deemed normal and appropriate for a Chairman of the Board of Directors.  As a condition of payment or reimbursement, Gilo agrees to provide the Corporation with copies of all available invoices and receipts, and otherwise account to the Corporation in sufficient detail to allow the Corporation to claim an income tax deduction for such paid item, if such item is deductible.  Reimbursements shall be made on a monthly or more frequent basis in accordance with the Corporation’s reimbursement policies.  In no event shall any reimbursement payment be made later than the end of Gilo’s taxable year following the taxable year in which the expense is incurred.

4.              Confidentiality and Competitive Activities .  Gilo agrees that during the Term he is in a position of special trust and confidence and has access to confidential and proprietary information about the Corporation’s business and plans.  Gilo agrees that he will not directly or indirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officer, director, or in any similar individual or representative capacity, engage or participate in any business that is in competition, in any manner whatsoever, with the Corporation.  Notwithstanding anything in the foregoing to the contrary, Gilo shall be allowed to invest as a shareholder in publicly traded companies, or through a venture capital firm or an investment pool.

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5.              Trade Secrets .

a.             Special Techniques .  It is hereby agreed that the Corporation has developed or acquired certain products, technology, unique or special methods, manufacturing and assembly processes and techniques, trade secrets, special written marketing plans and special customer arrangements, and other proprietary rights and confidential information and shall during the employment term continue to develop, compile and acquire said items (all hereinafter collectively referred to as the “Corporation’s Property”).  It is expected that Gilo will gain knowledge of and utilize the Corporation’s Property during the course and scope of his employment with the Corporation, and will be in a position of trust with respect to the Corporation’s Property.

b.             Corporation’s Property .  It is hereby stipulated and agreed that the Corporation’s Property shall remain the Corporation’s sole property.  In the event that Gilo’s employment is terminated, for whatever reason, Gilo agrees not to copy, make known, disclose or use, any of the Corporation’s Property without the Corporation’s prior written consent.  In such event, Gilo further agrees not to endeavor or attempt in any way to interfere with or induce a breach of any prior proprietary contractual relationship that the Corporation may have with any employee, customer, contractor, supplier, representative, or distributor for nine (9) months after any termination of this Agreement.  Gilo agrees upon termination of employment to deliver to the Corporation all confidential papers, documents, records, lists and notes (whether prepared by Gilo or others) comprising or containing the Corporation’s Property.  Gilo recognizes that violation of cov