VYYO INC
TERMINATION AGREEMENT, DATED 03/21/2001
<DOCUMENT>
<TYPE>EX-10.37
<SEQUENCE>4
<FILENAME>dex1037.txt
<DESCRIPTION>TERMINATION AGREEMENT, DATED 03/21/2001
<TEXT>

<PAGE>

                                                                   EXHIBIT 10.37

                             TERMINATION AGREEMENT

     THIS TERMINATION AGREEMENT (this "Agreement"), is made and entered into
effective as of the 21st day of March, 2001, by and between VYYO INC., a
Delaware corporation (hereinafter the "Corporation"), and MICHAEL CORWIN
(hereinafter "Corwin").

     WHEREAS, Corwin is employed by the Corporation pursuant to the terms of
that certain Employment Agreement (the "Employment Agreement") by and between
Corwin and the Corporation entered into as of January 1, 2000; and

     WHEREAS, Corwin has become physically disabled such that he is unable to
continue his services to the Corporation as Chief Operating Officer; and

     WHEREAS, Corwin and the Corporation desire to terminate the Employment
Agreement and Mr. Corwin's employment on the terms set forth in this Agreement.


                                   AGREEMENT

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

     1.   The Employment Agreement is hereby terminated and is of no further
          force or effect, and Mr. Corwin's employment with the Corporation is
          hereby terminated.

     2.   The Corporation shall pay to Corwin a severance payment of $125,000,
          subject to withholding for tax on such amount. In addition, the
          Corporation shall continue to pay Mr. Corwin's and his family's
          premiums for his current health insurance policy until December 31,
          2001.

     3.   The Option Agreement between the Corporation and Corwin dated as of
          November 23, 1999, is hereby amended such that all of the 30,000
          unvested options remaining outstanding under such agreement are hereby
          vested and exercisable on the date hereof. These 30,000 options,
          together with the 11,808 options that are currently vested and
          outstanding under such option agreement, shall remain outstanding
          until the earlier to occur of (i) Corwin's exercise of such options,
          or (ii) March 21, 2002. Except as amended hereby, such option
          agreement shall remain unchanged.

     4.   The Option Agreement between the Corporation and Corwin dated as of
          October 12, 2000, is hereby amended such that 78,000 of the 117,000
          options granted under such option agreement are hereby vested and
          exercisable on the date hereof, and shall remain outstanding until the
          earlier to occur of (i) Corwin's exercise of such options, or (ii)
          March 21, 2002. The remaining 39,000 options under such agreement are
          hereby
<PAGE>

          terminated. Except as amended hereby, such option agreement shall
          remain unchanged.

     5.   The Option Agreement between the Corporation and Corwin dated as of
          December 4, 2000, is hereby amended such that 40,000 of the 80,000
          options granted under such option agreement are hereby fully vested
          and exercisable on the date hereof, and shall remain outstanding until
          the earlier to occur of (i) Corwin's exercise of such options, or (ii)
          March 21, 2002. The remaining 40,000 options under such agreement are
          hereby terminated. Except as amended hereby, such option agreement
          shall remain unchanged.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.

VYYO INC.                                       MICHAEL CORWIN
a Delaware corporation
20400 Stevens Creek Blvd., Ste. 800
Cupertino, CA  95014                            /s/ Michael Corwin
                                                -----------------------------
                                                   (Signature)

                                                -----------------------------
By:  /s/ John O'Connell
   --------------------------                   -----------------------------
                                                   (Print Address)



                                       2
</TEXT>
</DOCUMENT>
