EMPLOYMENT AGREEMENT OF DAVIDI GILO WITH VYYO INC.

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Exhibit 10.5

EMPLOYMENT AGREEMENT
OF DAVIDI GILO
WITH
VYYO INC.

         THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as of the 10th day of February, 2006, by and between VYYO INC., a Delaware corporation (hereinafter the "Corporation"), and DAVIDI GILO (hereinafter "Gilo").

RECITALS

         A.     The Corporation has employed Gilo as Chief Executive Officer and/or Chairman of the Board.

         B.     In connection with Gilo's employment with the Corporation, the Corporation and Gilo desire to enter into this Employment 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 Chief Executive Officer and/or Chairman of the Board, 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 Chief Executive Officer and/or Chairman of the Board of the Corporation, subject to the vote of the shareholders and Board as applicable. Gilo shall devote approximately thirty (30) 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. 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 three (3) year employment term, this Agreement will be automatically renewed for consecutive one (1) year extensions. Should the term of employment not be renewed after the expiration of the first three (3) year term, Gilo shall be entitled to eighteen (18) months salary as severance in exchange for a release as to any and all claims Gilo may have against the Corporation.

3.     Compensation.     Gilo shall be compensated as follows:

        a.     Fixed Salary.     Gilo shall receive a fixed annual salary of Four Hundred Thousand Dollars ($400,000). The Corporation agrees to review the fixed salary on or before December 31, 2006, and thereafter at the end of each calendar year during the employment term based upon Gilo's services and the financial results of the Corporation, and to make such increases 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 Employment 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 this Corporation, or its Compensation Committee. 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.

        e.     Vacation.     Gilo shall accrue paid vacation at the rate of thirty (30) days for each twelve (12) months of employment. 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 employment 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 Chief Executive Officers and/or Chairmen of the Board. 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.

4.     Confidentiality and Competitive Activities.     Gilo agrees that during the employment 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