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                                                                     EXHIBIT 4.2

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                               SERVICES AGREEMENT


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This Services Agreement (the "Agreement") is made and entered into as of the
11th day of February 2002, by and between Marnetics Ltd., formed under and
existing in accordance with the laws of Israel (the "Company") and Netlogic
Ltd., formed under and existing in accordance with the laws of Israel (the
"Consultant").

WHEREAS             the Company is wholly owned by Marnetics Broadband
                    Technologies Ltd. ("MXB") whose shares are registered for
                    trade on the American Stock Exchange and engages in the
                    development and marketing of network capacity solutions; and

WHEREAS             the Company wishes to obtain executive managerial and other
                    related services with respect to the Company, MXB and any of
                    its Affiliated companies (the "Services") as may be
                    prescribed from time to time by the Board of Directors of
                    the Company (the "Board") in accordance with the terms of
                    this Agreement; and

WHEREAS             the Consultant has the skills, experience, expertise and
                    resources required in order to ensure the provision of the
                    Services required pursuant to this Agreement by qualified
                    and competent individuals (the "Representative"); and

WHEREAS             the parties wish to set forth in writing the terms and
                    conditions whereby the Company engages the Consultant.

NOW, WHEREFORE, THE PARTIES HERETO HAVE AGREED AS FOLLOWS:

1.     INTRODUCTION

       1.1    The preamble and all Schedules attached hereto form an integral
              part hereof.

       1.2    The paragraph headings used herein are for convenience purposes
              only, and shall not be used or applied in construing any of the
              provisions hereof.

       1.3    For purposes of this Agreement and all Schedules attached hereto:

              1.3.1  The term "person" shall mean any individual, company,
                     corporation, partnership, association, joint venture,
                     trust, organization or other incorporated or unincorporated
                     entity or any combination of the foregoing.


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              1.3.2  The term "Affiliate" shall mean any person controlling,
                     controlled by or under common control with the Company.

2.     ENGAGEMENT

       2.1    The Company hereby engages the Consultant, and the Consultant
              hereby agrees to act, as an independent non-exclusive consultant
              of the Company. In such capacity, the Consultant shall arrange for
              rendition of the Services to the Company in a diligent,
              conscientious and professional manner, pursuant to guidelines and
              procedures set forth by the Company from time to time and at such
              places as may be determined by the Board.

              The above notwithstanding, it is agreed that the Consultant shall
              receive and act in accordance with instructions provided by the
              MXB's Executive Committee (consisting of MXB's Chairman of the
              Board, MXB's director from Prime Technology Ventures and MXB's
              External Director serving as Chairman of the Executive Committee,
              or, in the event that MXB's External Director is not serving as
              the Chairman of such Committee, as determined by the Board of
              Directors of MXB) with respect to all matters concerning the
              current and former operations of Stav Electrical Systems (1994)
              Ltd., including without limitation with respect to its assets,
              liabilities, employees, obligations and rights.

       2.2    The Company and the Consultant acknowledge that that the provision
              of the Services is based on the good faith of the parties and that
              the position of Consultant and the Representative is of a
              fiduciary nature. The Consultant guarantees that performance of
              the Services shall be to the satisfaction of the Company, as
              determined in the unrestricted discretion of the Board. The
              provisions of Schedule 2.2 shall apply with respect to the
              Representative and the Consultant. The Consultant represents and
              warrants that, except as set forth in Section 5 of Schedule 2.2,
              there are no restrictions limiting its ability to perform this
              Agreement in accordance with the terms hereof.

       2.3    On ___________, 2001 the Consultant entered into a
              Confidentiality, Invention Transfer and Non-Competition
              Undertaking (the "NDA"), a copy of which is attached hereto as
              Schedule 2.3 and whose terms are hereby incorporated to this
              Agreement. The Consultant and all officers, directors,
              shareholders, employees, contractors, consultants and/or whom ever
              on behalf, of the


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              Consultant, including, without limitation, the Representative,
              that shall have access to confidential and proprietary information
              of the Company shall be deemed to have signed the NDA and shall
              act in accordance with its terms and conditions.

       2.4    The Consultant represents and warrants that during the course of
              its engagement with the Company, neither it nor any of its
              employees, consultants or contractors shall disclose or use any
              confidential or proprietary information of any third party in
              breach of any obligations which may exist with respect to such
              information.

       2.5    Until otherwise mutually agreed by the parties to this Agreement,
              the representative of the Consultant shall be Mr. Menachem
              Reinschmidt. The Representative shall sign a confirmation
              concerning this Agreement substantially in the form attached
              hereto as Schedule 2.5.

       2.6    The Consultant shall supervise the Representative and shall
              maintain accurate records of the Services provided hereunder
              including (without limitation) contacts made, third parties
              contacted, correspondence, documents and information received from
              and given to third parties in connection with the Services. The
              Consultant shall require the Representative to provide such
              reports as may be requested by the Board from time to time. The
              Consultant shall keep all such records at a mutually agreed
              location and shall otherwise keep the Company fully informed of
              all actions hereunder.

       2.7    The Consultant shall produce upon request such documentation and
              authorization concerning corporate matters as may be reasonably
              requested by the Company from time to time.

3.     TERM AND TERMINATION

       3.1    The term of this Agreement shall commence on December 2, 2001 (the
              "Effective Date") and be in effect for a period of twelve (12)
              months, unless terminated earlier in accordance with this
              Agreement. One (1) month prior to the expiration of this
              Agreement, the parties shall commence negotiations with respect to
              any future relationship.

       3.2    Either party may terminate this Agreement without cause upon an
              advance written notice of at least 30 days. In such event, the
              Consultant shall be entitled to all compensation due for such
              period and the Consultant shall assist as


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              necessary with respect to the transfer of responsibilities to a
              person designated by the Company.

       3.3    In the event of a material breach of this Agreement that is not
              cured within 15 days after the Consultant has provided written
              notice to the Company specifying the breach, the Consultant may
              terminate this Agreement upon written notice to the Company.

       3.4    In the event of a failure by the Consultant or the Representative
              to abide by the obligations set forth herein for any reason
              (including death or disability), the Board may terminate this
              Agreement on behalf of the Company upon five (5) days written
              notice to the Consultant unless during such five day period the
              Consultant presents a compelling explanation in writing to the
              Board concerning such matter. For purposes hereof, a "compelling
              explanation" shall be as determined by the Board in its
              unrestricted discretion. In addition, the term "disability" shall
              mean any physical or psychological impairment that prevents the
              Representative from providing the Services in a reasonable and
              businesslike manner for a period exceeding 30 days in any
              consecutive 120 day period.

       3.5    The Company may terminate this Agreement immediately for cause.
              For purposes hereof, the term "cause" shall mean the Board's
              declaration that:

              3.5.1  The Consultant or the Representative is suspected of an
                     illegal or dishonest act involving the Company or any of
                     its assets;

              3.5.2  The Consultant or the Representative is suspected of any
                     criminal offense which is punishable by incarceration in
                     excess of six (6) months;

              3.5.3  The Consultant or the Representative is suspected of an
                     intentional action to harm the Company;

              3.5.4  The Consultant or Representative has filed for bankruptcy
                     or a petition for involuntary dissolution has been filed
                     against the Consultant or the Representative and has not
                     been dismissed within sixty (60) days of filing.

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              3.5.5  The Consultant ceased to provide the Services hereunder
                     through the Representative as detailed in Section 2.5
                     above.

       3.6    Upon termination of this Agreement for any reason, the Consultant
              shall immediately return to the Company all equipment, information
              and other property of the Company (or otherwise provided by the
              Company) that is in the possession of the Consultant or any agent,
              consultant, contractor or employee of the Consultant.

       3.7    Upon termination of this Agreement, the non-terminating party
              shall have no claim against the terminating party in connection
              with such termination.

4.     INDEPENDENT CONTRACTOR

       4.1    The relationship between the parties under this Agreement is
              strictly that of independent parties, where the Consultant, acting
              solely as an independent contractor, shall supply the Services to
              the Company and shall supervise the Representative. Nothing herein
              shall be deemed to create the relationship of employer-employee,
              agency, joint venture or partnership between the parties or
              between either of the parties and any third person.

       4.2    The Consultant shall be solely responsible for all fees, payments,
              salaries and other benefits of its agents, consultants,
              contractors and employees, including, without derogation, the
              Representative.

       4.3    The Consultant shall indemnify and hold the Company harmless from
              all amounts payable or expenses incurred (including reasonable
              legal fees) arising from or in connection with any breach by
              Consultant of its undertakings in accordance with Section 4.2
              above. The Consultant shall indemnify and pay to the Company all
              such amounts within seven (7) days of the first written demand
              therefor by the Company.

       4.4    If for any reason whatsoever a competent authority, including a
              judicial body, determines that the Consultant and/or the
              Representative and/or any one on their behalf is the Company's
              employee, the following provisions shall apply:

              4.4.1  In lieu of the Consideration (as defined below) that was
                     paid to the Consultant, the Consultant shall be deemed to
                     have been entitled only to a reduced consideration (gross)
                     of


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                     70% of the consideration actually paid to the Service
                     Provider (the "Reduced Consideration"), and in such event
                     the Consultant shall be deemed only entitled to the Reduced
                     Consideration.

              4.4.2  The Consultant shall immediately refund to the Company any
                     amount that was paid in excess of the Reduced
                     Consideration, linked to the Israeli consumer price index
                     from the date of each payment to the date of actual refund.

5.     CONSIDERATION AND EXPENSES

       5.1    In consideration for the Services, the Consultant shall receive
              the compensation designated in Schedule 5.1 (the "Consideration").
              The Consideration constitutes the full and complete consideration
              payable with respect to the Services.

       5.2    The Consultant shall not be entitled to any additional payments
              with respect to medical, life or disability insurance, Managers
              Insurance, retirement benefits, or any amounts with respect to
              severance, recuperation, sickness or vacation or any other amounts
              whatsoever.

6.     INSURANCE

       The Company will include the Consultant and the Representative in the
       Company's officers and directors liability insurance policy, and cause
       that the Consultant and the Representative to be included in such
       insurance policy of MXB, subject to the following: (i) the Company's
       discretion regarding the extent, terms and conditions of such insurance
       coverage; (ii) that the inclusion of the Consultant and the
       Representative in such insurance policy will not materially effect the
       Company's and/or MXB's insurance expenditure or materially adversely
       effect the terms and conditions of such insurance policy.

       In the event that the Company is not able to include the Representative
       in the Company's officers and Directors liability insurance policy as
       provided for in this Section 6, then the Consultant shall have the right
       to terminate this Agreement upon 10 days prior written notice to the
       Company. The provisions of Section 3 of this Agreement shall apply to
       such termination mutatis mutandis.

7.     MISCELLANEOUS

       7.1    In the event that any provision hereof is not enforceable, such
              provision shall be interpreted in a reasonable fashion


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              in order to satisfy the intent of the parties. Alternatively, the
              provision shall be severed from this Agreement and the remaining
              provisions shall be enforceable in accordance with their terms.

       7.2    The Representative shall have the authority to sign reports,
              returns, contracts and other documents and binding commitments on
              behalf of the Company as may be determined by the Board from time
              to time.

       7.3    Each payment to be made under this Agreement shall be made against
              a detailed invoice issued by the Consultant, to the full
              satisfaction of the Company.

              The Consultant shall present to the Company an exemption from the
              payment of income taxes and the payments to be made by the Company
              to the Consultant hereunder are inclusive of all taxes, levies and
              other compulsory payments of any kind, all of which shall be borne
              by the Consultant solely. To the extent required under any
              applicable law, the Company may withhold any tax from any payment
              to the Consultant hereunder and remit the balance to the
              Consultant.

              The Consultant shall be exclusively responsible for reporting all
              amounts received from the Company and paying all taxes due in
              accordance with applicable law (including value-added tax).

              The Consultant is responsible for all taxes that may be imposed on
              all transfers (whether in cash, in kind or in securities) by the
              Company to the Consultant in accordance with the terms of this
              Agreement. The Consultant shall indemnify and hold the Company
              harmless from all losses, costs and expenses (including reasonable
              legal fees) due to any claim or demand by any governmental agency
              or other body with respect to the payment of any taxes or other
              amounts imposed on (or due and unpaid as a result of) amounts paid
              to the Consultant pursuant to this Agreement. The Consultant shall
              indemnify and hold the Company harmless from all losses, costs and
              expenses (including reasonable legal fees) due to any claim by any
              person (including the Representative) concerning amounts owed by
              the Consultant to any agent, consultant, contractor or employee of
              the Consultant for any reason. The Consultant shall indemnify and
              pay to the Company all such amounts within seven (7) days of the
              first written demand therefor by the Company.

       7.4    All notices required pursuant to this Agreement shall be in
              writing and sent by (i) registered or certified mail, postage
              prepaid, or by (ii) facsimile with simultaneous mailing of a copy
              thereof by prepaid courier or prepaid registered mail, or by (iii)
              hand delivery. Notices hereunder shall become effective four
              business days after mailing by registered airmail, or one business
              day after sending by facsimile with simultaneous sending by
              courier or mail as provided above, or one business days


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              after hand delivery. Upon execution of this Agreement, the parties
              shall provide each other with addresses and facsimile numbers for
              rendition of notices.

       7.5    This Agreement, together with all the Schedules attached hereto,
              contains all of the terms and conditions agreed upon by the
              parties hereto with reference to the subject matter hereof and
              supersedes all prior agreements, understandings or drafts
              exchanged between the parties regarding this matter, whether oral
              or written. This Agreement may only be modified or changed by an
              instrument signed by both parties hereto. The failure or delay by
              either party to enforce its rights hereunder shall not operate as
              a waiver of such right unless in writing and signed by the waiving
              party.

       7.6    The Consultant and the Company have each had access to legal
              counsel, have participated jointly in the preparation of this
              Agreement and have voluntarily entered into this Agreement. No
              rule of interpretation shall apply to construe any provision
              hereof against either party as a result of the preparation of this
              Agreement.

       7.7    This Agreement shall be governed by and construed under the laws
              of Israel. All disputes between the parties arising in connection
              with this Agreement shall, failing amicable settlement, be
              resolved by binding arbitration in accordance with the Arbitration
              Law, 1968 to be held in Tel Aviv or at an alternative location
              designated by the Company. The parties hereto irrevocably submit
              to the personal jurisdiction of courts in Tel Aviv-Yaffo for
              enforcement of any award or to enforce the provisions of this
              Agreement. Each party shall bear its costs with respect to any
              arbitration or litigation. This Agreement shall be deemed to
              constitute an agreement for arbitration as set forth in the
              Arbitration Law, 1968.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first mentioned above.




Marnetics Broadband Technologies Ltd.              Netlogic Ltd.




By:  /s/ Menachem Reinschmidt                      By:  /s/ Menachem Reinschmidt
     ------------------------                           ------------------------
         Menachem Reinschmidt                               Menachem Reinschmidt


     /s/ David Sheetrit
     ------------------------
         David Sheetrit



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                                  SCHEDULE 2.2

       General Guidelines Regarding the Consultant and the Representative

1.     The Services shall be rendered with respect to such activities, matters
       and projects as the Board may designate from time to time commencing with
       the Effective Date. In light of the Company's parent company's (MXB)
       status on the American Stock Exchange, the Services will include
       responsibility of the Representative for preparation of and signature on
       a variety of reports to Israeli and United States tax authorities, the
       relevant securities regulatory authorities, AMEX and other entities
       responsible for supervision and regulation of the activities of the
       Company and any of its Affiliated companies.

2.     During the term of the Agreement, the Representative shall be a full time
       employee of the Consultant. The Representative shall be subject to the
       exclusive control and supervision of the Consultant.

3.     The Representative shall report regularly to the Board or to such person
       designated by the Board from time to time.

4.     Except as set forth in Section 5 below, the Consultant shall require the
       Representative to dedicate his entire working time to provision of the
       Services. The Representative shall be entitled to 21 vacation days per
       year and the Consultant shall advise the Company of all vacation days
       that are utilized by the Representative and shall coordinate such days
       with the Board.

5.     The Consultant shall be entitled, for the benefit of the Representative,
       to one cellular phone, for which the Company shall pay all related
       expenses.

6.     The Company acknowledges that the Consultant and the Representative have
       existing obligations to third parties and that the framework of such
       activities (i.e., their form and substance as well as the time required
       for such activities) has been disclosed to the Company (the
       "Activities"). The Consultant and the Representative shall be entitled to
       continue the Activities within such framework but neither the Consultant
       nor the Representative shall deviate from such framework (by increasing
       such activities or rendering additional services to any third party)
       except with the prior written consent of the Company.

       The Consultant and the Representative represent and warrant to the
       Company that the Activities do not and shall not impair and/or conflict
       in any manner their ability to render the Services to the Company or any
       of their undertakings under the Agreement.



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                                  SCHEDULE 2.5

                 Confirmation/Undertaking by the Representative

I hereby confirm that I am fully familiar with the terms and conditions of the
Services Agreement entered into by and between Marnetics Ltd. (the "Company")
and Netlogic Ltd. ("Consultant") on the 11th day of February 2002 (the
"Agreement"). I agree to abide by the provisions of the Agreement as if I (and
not the Consultant) have personally entered into the Agreement with the Company.
I agree not to take any action that may adversely affect the Consultant's
performance or ability to perform its undertakings under the Agreement. I
personally guarantee the full performance by the Consultant of its obligations
under the Agreement.


                      Signed this ___ day of ________ 2002.



                                                    /s/ Menachem Reinschmidt
                                                    ----------------------------
                                                        Menachem Reinschmidt





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                                  SCHEDULE 5.1

                                  Compensation

As full and complete compensation for the Services, the Company agrees as
follows:

1.     To pay a monthly amount in NIS equivalent to US$11,000 (the "Service
       Fee"), plus value added tax, if applicable, and subject to withholding of
       taxes at source. Such amount shall be paid within seven (7) days of the
       submission of a valid tax receipt with respect to services rendered in
       the previous calendar month. The "NIS equivalent" shall be determined in
       accordance with the Representative Rate known as of the last day of the
       month prior to payment. Due to the high level of personal trust and the
       substantial management skills and discretion required with respect to
       rendition of the Services, the parties agree that no additional amounts
       shall be payable to the Representative apart from those detailed below.

2.     To provide an automobile (the "Vehicle") for use by the Representative in
       accordance with the prevailing procedures of the Company. The
       Representative shall ensure that the Vehicle shall be driven cautiously
       with due concern for persons and properties. The use of the Vehicle shall
       be in accordance with all traffic laws and regulations. The
       Representative shall ensure the proper maintenance of the Vehicle. The
       Company shall reimburse all actual expenses incurred by the
       Representative directly in connection with use of the Vehicle, excluding
       any fines which are the sole obligation of the Representative to pay in a
       timely fashion. All tax consequences of the benefits of use of the
       Vehicle pursuant to this provision shall be borne by the Consultant. The
       Company is authorized to withhold at source such amounts of income tax as
       it deems appropriate in connection therewith.
       55496-1/0/69/(symbol)
       55496-4/0/68/(symbol)


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