Exhibit 10.31

                                   VYYO INC.
                              AMENDMENT NO. 3 TO
                   REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

     The undersigned Holders (as that term is defined in the Registration Rights
And Lock-Up Agreement, originally executed on April 21, 1996 and amended on
August 13, 1999 and February 4, 2000, (the "Rights Agreement") among Vyyo Inc.
(the "Company") and such holders of Registrable Securities, (as that term is
defined in the Rights Agreement)) which Holders together hold at least 50% of
the outstanding Registrable Securities of the Company, hereby amend the
registration rights to add Section 2(b)(iii) as follows: "(iii) notwithstanding
anything to the contrary in the foregoing, the provision of this Section 2(b)
shall not apply to the Company's proposed public offering (the "Offering")
pursuant to the Registration Statement filed with the Securities and Exchange
Commission on September 1, 2000, as amended." This Amendment will bind all
parties to the Rights Agreement, whether parties hereto or not, and without
regard to their participation or non-participation in the Offering. This
Amendment is not intended to and does not amend or waive any of the
indemnification rights of Holders who participate in a registered public
offering pursuant to Section 2(f) of the Rights Agreement.

     This Amendment may be executed in any number of counterparts, each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

     The undersigned understand that the Company and the underwriters of the
Offering will proceed with the Offering in reliance on this Amendment.

     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
__________ __, 2000.


For Corporation/Partnership:                  For Individual:

_______________________                       _______________________
(Name of Entity)                              (Name)

By:____________________                        ______________________
Title:_________________                        (Signature)