Exhibit
      10.15

    SERVICES
      AGREEMENT

     

    THIS
      AGREEMENT (the “Agreement”)
      is
      made and entered into this 1st
      day of
      February, 2002 (the "Effective
      Date"),
      by
      and between Wintegra
      Ltd.
      (P.C.
      No. 51-290107-5), of business address at Taya Center 6, Hamasger St. P.O.B.
      3048, 43653 Ra'anana, Israel (“Wintegra”),
      and
      Shardan B Management Services Ltd. (in formation) of 13A Shphinoza St. Herzlia
      46683, Israel (the “Company”).

    


    WHEREAS, Company
      has certain experience and expertise in the area of general and/or technological
      management services; and 

    


    WHEREAS,
       Wintegra
      is interested in receiving Services (as defined hereunder) from Company and
      Company is interested in providing the Services to Wintegra, as set forth in
      this Agreement;

    


    WHEREAS, the
      parties have agreed that the Services shall be provided, on behalf of Company,
      through its employee, Mr. Jacob Ben-Zvi, I.D No. 51713709 (the “Executive”);
      

    


    NOW
      THERFORE,
      in
      consideration of the mutual promises, covenants and understandings contain
      herein, the parties agree as follows:

     

    
      	1.	
              Representations
                and Warranties

            


    

     

    Company
      represents and warrants to Wintegra that, as of the Effective Date:

     

    
      	1.1.  	
              Company
                is free to provide Wintegra with the Services through the Executive,
                upon the terms contained in this Agreement and there are no contracts
                and/or restrictive covenants preventing full performance of Company’s
                duties and obligations under this
                Agreement.

            


    

     

    
      	1.2.  	
              Company
                has the requisite qualifications, knowledge and experience to perform
                its
                obligations under this Agreement.

            


    

     

    
      	1.3.  	
              Company
                is entering into an employment agreement with the Executive and there
                are
                no contracts or covenants preventing Executive from providing Wintegra
                with the Services as contemplated by this Agreement and from being
                appointed as Wintegra’s Chief Executive
                Officer.

            


    

     

    
      	2.	
              Duties
                of Company

            


    

     

    
      	2.1.  	
              Company
                shall provide Wintegra with management services (the “Services”)
                exclusively through the Executive, who has been appointed as Wintegra’s
                Chief Executive Officer and will continue to serve under such capacity
                and
                use such title.

            


    

     

    
      	2.2.  	
              Company,
                undertakes to perform its duties and obligations under this Agreement
                with
                the highest degree of professionalism, devotion, honesty and fidelity.
                .

            


    

     

    
      	2.3.  	
              Company,
                through Executive, shall follow the instructions of Wintegra’s Board of
                Directors and shall update and consult with Wintegra’s Board of Directors
                on fundamental business issues.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.	
              Services
                Fee

            


    

     

    
      	3.1.  	
              Wintegra
                shall pay Company, against the Services and the fulfillment of its
                obligations pursuant to this Agreement, monthly services fees in
                the
                aggregate sum of $ 18,180 payable in NIS according to the US dollar
                rate
                published by the Bank of Israel on the date of payment (the “Services
                Fee”).
                

            


    

     

    
      	3.2.  	
              The
                Services Fee shall be payable by no later than the 9th day of the
                consecutive calendar month following the calendar month in which
                the
                Services to which the payment relates were
                provided.

            


    

     

    
      	3.3.  	
              The
                Services Fee shall be paid, along with applicable V.A.T., against
                a lawful
                tax invoice.

            


    

     

    
      	3.4.  	
              Wintegra
                and Company will take all required measures in order to transfer
                and
                assign Executive's insurance managers, Study Fund ("Keren
                Hishtalmut"),
                accumulated vacation and any other rights of the Executive under
                his
                employment with Wintegra.

            


    

     

    
      	3.5.  	
              In
                the event that pursuant to any law or regulation, tax is required
                to be
                withheld at source from any payment made to Company, Wintegra shall
                withhold said tax at the rate set forth in the certification issued
                by the
                appropriate taxing authority and provided to Wintegra by Company,
                or in
                the absence of such certification, at the rate determined by said
                law or
                regulation.

            


    

     

    
      	4.	
              Reimbursement
                of Expenses. 

            


    

     

    In
      connection with the Services, Company shall be entitled, during the Term (as
      defined below), to reimbursement of the following expenses, as against
      appropriate receipts and/or other documentation in accordance with Wintegra's
      policy: (i) internet communication; (ii) telephone and mobile phone; (iii)
      newspapers; (iv) reasonable business travel expenses as required for the
      performance of the Services; (v) reasonable out-of-pocket expenses, incurred
      by
      the Company in connection with the performance of the Services. 

     

    
      	5.	
              Wintegra
                Car

            


    

     

    
      	5.1.  	
              Wintegra
                shall provide Company with a Wintegra car, with a value of at least
                $ [ ]
                (the “Wintegra
                Car”)
                to be placed at the Company’s disposal, for the performance of the
                Services under this Agreement, for the use of Executive and/or other
                individuals permitted by Executive (“Permitted
                Drivers”),
                provided that the Wintegra’s procedures in respect of said use are
                followed. Wintegra shall bear all the expenses with respect to the
                use of
                the Wintegra Car.

            


    

     

    
      	5.2.  	
              Wintegra
                shall bear all (if any) taxes that may be imposed on it in connection
                with
                said Wintegra Car.

            


    

     

    
      	5.3.  	
              Company
                shall return the Wintegra Car (together with its keys and any other
                equipment supplied and/or installed therein by Wintegra) to Wintegra’s
                principal office upon termination of this Agreement, unless otherwise
                was
                agreed between the parties hereto. Company shall have no rights of
                lien
                with respect to the Wintegra Car and/or any of said other
                equipment.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	5.4.  	
              Upon
                termination of this agreement, Company shall be entitled to buy the
                Wintegra Car from Wintegra at its fair market price, according to
                that
                month’s relevant price-list, published by “Levi
                Izhak”.

            


    

     

    
      	6.	
              Cellular
                Phone and Laptop

            


    

     

    
      	7.1  	
              Wintegra
                shall provide the Company with one or more cellular phones (“Cellular
                Phone”)
                and a laptop computer (the “Laptop”)
                to be placed at the Company’s disposal through the Executive, for his use
                in the course of performing its obligations under this Agreement,
                provided
                that the Wintegra’s procedures in respect thereof are followed. Wintegra
                shall bear all the expenses with respect to the use of the Cellular
                Phone.

            


    

     

    
      	7.2  	
              Wintegra
                shall bear all (if any) taxes that may be imposed on it in connection
                with
                said Cellular Phone and/or Laptop.

            


    

     

    
      	7.3  	
              Company
                shall return the Cellular Phone and Laptop to Wintegra’s principal office
                upon termination of this Agreement unless otherwise was agreed between
                the
                parties hereto. Company shall have no rights of lien with respect
                to said
                Cellular Phone and Laptop.

            


    

     

    
      	7.4  	
              Upon
                termination of this agreement, Company shall be entitled to buy the
                Cellular Phone and Laptop from Wintegra at its fair market
                price.

            


    

     

    
      	7.	
              Office
                Facilities.
                In order to enable Company to perform its duties hereunder, Wintegra
                will
                provide Company with an office within the Company, a parking place,
                lunch
                coupons and all other facilities reasonably required by the
                Company. 

            


    

     

    
      	8.	
              Status
                of Parties

            


    

     

    
      	8.1.  	
              Immediately
                upon the commencement of this Agreement, the employment agreement
                between
                Executive and Wintegra shall be terminated and Executive shall no
                longer
                be an employee of Wintegra. 

            


    

     

    
      	8.2.  	
              The
                Executive is an employee of Company and there is and shall be no
                employee-
                employer relationship between Wintegra and the Executive and/or any
                of
                Company’s employees or anyone on its
                behalf.

            


    

     

    
      	8.3.  	
              Company
                declares and represents that it makes all compulsory and other payments
                in
                connection with the employment of its employees, including Executive.
                Said
                payments include, without limitation, income tax, National Insurance,
                social benefits and related
                payments.

            


    

     

    
      	8.4.  	
              Without
                derogating from the above, the parties hereby agree, that in the
                event
                that Executive and/or any of Company’s employees or anyone on its behalf,
                shall claim the existence of an employer-employee relationship with
                Wintegra, or in the event that the relationship between Wintegra
                and the
                Executive and/or any of Company’s employees or any one on Company’s behalf
                shall be regarded or determined by any governmental authority or
                any of
                the tax authorities at any time hereafter as an employer-employee
                relationship, Company
                shall reimburse and indemnify Wintegra
                for any expense and/or payment
                incurred by Wintegra
                or
                demanded of Wintegra
                in
                consequence of the foregoing, immediately upon Wintegra’s
                first demand, unless otherwise was mutually agreed between the parties
                hereto. 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	9.	
              Proprietary
                Information and Confidentiality


            


    

     

    
      	9.1.  	
              Company
                is aware that in the course of the provision of the Services and/or
                in
                connection therewith Company, through the Executive, may have access
                to,
                and be entrusted with proprietary and financial data and information
                with
                respect to the affairs and business of Wintegra, whether documentary,
                written, oral or computer generated, shall be deemed to be, and referred
                to as “Proprietary
                Information”.
                Proprietary Information shall not include information that (i) was
                known
                to Company and/or Executive prior to its association with Wintegra;
                or
                (ii) shall have become a part of the public knowledge except as a
                result
                of breach of the Agreement by Company; or (iii) reflects general
                skills
                and experience gained by Company, through the Executive, during Company’s
                engagement by Wintegra or prior to such period; or (iv) reflects
                information and data generally known in the industries or trades
                in which
                Wintegra competes.

            


    

     

    
      	9.2.  	
              Company
                agrees and declares that all Proprietary Information and other
                intellectual property rights in connection therewith, are and shall
                remain
                the sole property of Wintegra and its assigns. All business records,
                papers and documents however documented, kept or made by Company
                in the
                course of its engagement and relating to the business and affairs
                of
                Wintegra shall be and remain the property of
                Wintegra.

            


    

     

    
      	9.3.  	
              Company
                undertakes and agrees that, at all times, during the term of this
                Agreement, Company and Executive shall keep in confidence and trust
                all
                Proprietary Information, and any part thereof, and will not use or
                disclose and/or make available, directly or indirectly, to any third
                party
                any Proprietary Information without the prior written consent of
                Wintegra,
                except and to the extent as may be necessary in the ordinary course
                of
                performing Company’s duties pertaining to Wintegra and except and to the
                extent as may be required under any applicable law, regulation, judicial
                decision or determination of any governmental
                entity.

            


    

     

    
      	10.	
              Non-Solicitation

            


    

     

    Company
      hereby covenants that throughout the Term and thereafter for a period of six
      (6)
      months following the effective date of termination of this Agreement howsoever
      arising, Company and Executive shall not,
      whether
      on its own account and/or on behalf of others, endeavor to entice away, or
      solicit for the purpose of interfering and/or enticing away, from Wintegra,
      any
      employee, consultant or contractor of whatsoever nature, with whom Wintegra
      has
      contractual relationship, except for all affiliates, employees, consultants
      or
      contractors of whatsoever nature which were introduced to Wintegra by the
      Executive.

     

    
      	11.	
              Term
                and Termination

            


    

     

    
      	
            	11.1.	
              This
                Agreement shall commence as of the Effective Date and shall remain
                in
                effect until terminated by either party as provided in Section 10.2
                hereunder (the “Term”).

            


    

     

    
      	
            	11.2.	
              Either
                Wintegra or Company may terminate this Agreement for any reason at
                any
                time by giving a 180 days prior written notice (the “Notice
                Period”)
                to the other party.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
            	11.3.	
              During
                the Notice Period, Company shall be obligated to continue to discharge
                and
                perform all of its duties and obligations under this Agreement
                unless Wintegra has waived any and/or all of Company’s Services under this
                Agreement during the Notice Period, or any part thereof. In any event,
                during the Notice Period the Company shall be entitled to all payments
                and
                other rights specified under this Agreement.


            


    

     

    
      	
            	11.4.	
              Notwithstanding
                the provisions of Section 12.2 above to the contrary, Wintegra shall
                be
                entitled to give Company notice that this Agreement is terminated
                effective immediately as a result of the occurrence of any one of
                the
                following (“Justifiable
                Cause”):

            


    

     

    
      	
            	11.4.1.	
              Any
                material breach by Company of any provisions of sections 8 or 9 of
                this
                Agreement;

            


    

     

    
      	
            	11.4.2.	
              Executive
                has committed a criminal offense involving moral turpitude.
                

            


    

     

    
      	
            	11.4.3.	
              Company
                deliberately and willfully causes harm to Wintegra’s business affairs and
                such damage is not cured within 30 days of a written notice by Wintegra
                to
                Company detailing such damage.

            


    

     

    
      	12.	
              General

            


    

     

    
      	
            	12.1.	
              This
                Agreement shall not be amended, modified or varied by any oral agreement
                or representation or otherwise than by written instrument executed
                by both
                parties. 

            


    

     

    
      	
            	12.2.	
              Company
                shall not assign any of its rights and obligations hereunder without
                the
                prior written consent of Wintegra, and any attempt to assign without
                such
                consent shall be null and void, unless assigned by the Company to
                another
                company in Executive’s control. In this Section 11.2 “control” shall mean
                (i) title, control, beneficial interest or beneficial ownership in
                100% of
                the issued and outstanding share capital of the company; or (ii)
                holding
                of the combined voting power of the outstanding voting securities
                of the
                company; or (iii) the ability to appoint all the members of the board
                of
                directors of the company.

            


    

     

    
      	
            	12.3.	
              Either
                party's failure at any time to require strict compliance by the other
                party of the provisions of this Agreement shall not diminish such
                party's
                right thereafter to demand strict compliance therewith or with any
                other
                provision. Waiver of any particular default shall not waive any other
                default.

            


    

     

    
      	
            	12.4.	
              All
                disputes with respect to this Agreement shall be determined in accordance
                with the laws of Israel. 

            


    

     

    
      	
            	12.5.	
              In
                the event that any provision of this Agreement shall be deemed unlawful
                or
                otherwise unenforceable, such provision shall be severed from this
                Agreement and all other provisions of the Agreement shall continue
                in full
                force and effect.

            


    

     

    
      	
            	12.6.	
              This
                Agreement, contains and sets forth the entire agreement and understanding
                between the parties with respect to the subject matter contained
                herein,
                and as such supersedes all prior discussions, agreements, representations
                and understandings in this regard. This Agreement shall not be modified
                except by an instrument in writing signed by both
                parties.

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
            	12.7.	
              Each
                notice and/or demand given by one party pursuant to this Agreement
                shall
                be given in writing and shall be sent by registered mail to the other
                party at the address as follows: 

            


    

     

     

    
      	
              If
                to Wintegra:

            	
              Taya
                Center 6, Hamasger St. P.O.B. 3048, 43653 Ra'anana ,
                Israel

            
	 	 
	
              If
                to Company:

            	
              13A
                Shphinoza St. Herzlia 46683, Israel

            


    

    


    And
      such
      notice and/or demand shall be deemed given at the expiration of 7 days from
      the
      date mailing by registered mail or immediately if delivered by hand. Such
      address shall be effective unless notice of a change in address is provided
      by
      registered mail to the other party.

     

    
      	
            	12.8.	
              The
                captions contained herein are for the convenience of the parties
                only and
                shall not affect the construction or interpretation of any provision
                hereof.

            


    

     

    In
      witness whereof, the parties have executed this Agreement as of the date stated
      above.

     

    
      	 	
                         Wintegra
                Ltd.

               

            	 	 	
                  Shardan
                B. Management Services Ltd. 

                          (In
                Formation)

            
	
               By:   


            	
               

              
                

              

               

            	 	
               By:   

            	
               

              
                
 

            
	
               Title:

            	
               

              
                
 

            	 	
              Title:

            	
               

              
                

              

            


    

     

    
      
        
        

      

      
        6