EXHIBIT 4.22

                         CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (this "AGREEMENT") is executed this 15 day of
February, 2010 (the "EFFECTIVE DATE"), by and among LANTIQ ISRAEL LTD., a
private company organized under the laws of the State of Israel (the "COMPANY")
and METALINK LTD., a public company organized under the laws of the State of
Israel ("CONSULTANT").

                                    RECITALS

      A. The parties have entered into that certain Asset Purchase Agreement
dated January 5, 2010 (the "PURCHASE AGREEMENT"; capitalized terms used but not
defined herein shall have the respective meanings ascribed thereto in the
Purchase Agreement), whereby Consultant transferred certain assets and
liabilities to Company and Company acquired and assumed certain assets and
liabilities as set forth therein.

      B. It is a condition to the Closing of the Purchase Agreement that the
parties enter into this Agreement.

      C. The Company desires to receive the Services (as defined below) from
Consultant, and Consultant is willing to provide Company with the Services, all
subject to the terms and conditions of this Agreement.

    NOW, THEREFORE, in consideration of the covenants, promises, representations
and warranties set forth herein, and intending to be legally bound hereby, the
parties agree as follows:

1.    SERVICES.

      1.1.  The Company hereby retains Consultant, and Consultant hereby accepts
            such retention, to perform the Services for the Company as set forth
            herein.

      1.2.  Subject to the terms and conditions set forth in this Agreement (i)
            Consultant shall provide the Company with certain consulting
            services, all as detailed in EXHIBIT A attached hereto (which
            Exhibit shall be incorporated by reference into this Agreement) (the
            "CONSULTING SERVICES"), for a period of twenty-four (24) months
            following the Closing (the "CONSULTING TERM"), and (ii) Consultant
            shall provide the Company with certain manufacturing support
            services, all as detailed in EXHIBIT B attached hereto (which
            Exhibit shall be incorporated by reference into this Agreement) (the
            "SUPPORT SERVICES" and, together with the Consulting Services, the
            "SERVICES"), for a period of six (6) months following the Closing
            (the "SUPPORT TERM").

      1.3.  The Services shall be provided by Consultant pursuant to the
            requirements (including instructions, terms, conditions,
            time-tables, locations and other terms, to the extent specified) as
            set forth in this Agreement or as may be agreed, modified or
            supplemented from time to time following the date hereof by mutual
            written consent of the parties.

      1.4.  Without derogating from the foregoing, the parties agree that, at
            the Company's request, Exhibit A or B shall be supplemented (which
            supplements shall be an integral part of this Agreement) to add
            services that are reasonably required by the Company to conduct the
            Business in substantially the same manner it was conducted prior to
            the Closing and do not materially increase the obligations of
            Consultant hereunder.

      1.5.  The Services shall be performed by professional, skilled and
            experienced employees of Consultant who have a special expertise in
            the Business as shall be proposed by Consultant and agreed by the
            Company, in a manner designed to provide the Services pursuant to
            Exhibit A or B, as applicable. In providing the Services, Consultant
            shall accord the Company the same priority it accords its own
            operations.


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      1.6.  Notwithstanding the foregoing in Section 1.2, if Consultant is, for
            any reason whatsoever, incapable of providing to the Company the
            Support Services in a manner satisfactory to the Company, Consultant
            shall, in lieu thereof, grant such employee of the Company as shall
            be designated by the Company full access to all of Consultant's
            systems and servers necessary to enable the Company to perform by
            itself all actions that would have been the subject of the Support
            Services.

      1.7.  Consultant shall take reasonable measures to protect the Company's
            data that is processed by Consultant or by a designee of the Company
            using Consultant's systems or servers, as the case may be, from
            unauthorized destruction, deletion, change or disclosure to third
            parties, and to allow recovery of such data in events of force
            majeure.

2.    CONSIDERATION; TERMS OF PAYMENT.

      2.1.  In consideration for the provision of the Consulting Services during
            the Consulting Term and the Support Services during the Support
            Term, the Company shall pay Consultant an annual gross amount of US
            $400,000 for each 12-month period of services (the "CONSIDERATION"),
            which shall be paid to Consultant in twelve monthly payments of
            $33,333.33 each, to be made on the first business day of each
            calendar month, in respect of Services rendered in the preceding
            month. In the event that Consultant ceases to provide to the Company
            the Support Services as required under this Agreement, then for as
            long as the Company is granted access as provided in Section 1.6,
            such event shall not affect the Consideration.

      2.2.  Unless otherwise agreed by the parties, all payments made under this
            Agreement shall be in NIS, according to the applicable 'HASHA'AR
            HAYATZIG' for US Dollars on the date of payment.

      2.3.  The Consideration is inclusive of any taxes, fees, and duties or
            other amounts, however designated, but excludes VAT and withholding
            taxes that are levied or based upon such charges, or upon this
            Agreement, and each of the parties shall be responsible for its
            respective tax, fee, duty, and other such obligations unless
            otherwise agreed in writing. The Company shall be entitled to
            withhold from payments any and all amounts as may be required from
            time to time under applicable law, unless it receives from
            Consultant a certificate or ruling from the ITA providing for an
            exemption or other reduction from such withholding or deduction
            which can clearly be relied upon by the Company and which is
            presented at least seven days prior to the time that the applicable
            payment of consideration is due to be made.

      2.4.  Consultant shall be responsible for all its expenses incurred in
            connection with the performance of its duties and obligations under
            this Agreement, except for such out-of-pocket expenses of Consultant
            associated with the provision of Services, including travel and
            accommodation expenses, as shall be approved by the Company in
            advance and in writing and conform to the Company's then applicable
            corporate travel guidelines. For the purpose of such reimbursement,
            Consultant shall be required to provide the Company with all
            invoices, receipts and other evidences of expenses as shall be
            required by the Company from time to time, provided that
            Consultant's invoices shall list travel and accommodation expenses
            separately when applicable.

      2.5.  The payments specified in this Section y2 constitute the full and
            final consideration for the Services provided hereunder, and
            Consultant will not be entitled to any additional consideration, of
            any form, for its Services hereunder.


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3.    CONFIDENTIALITY.

      3.1.  Without derogating from Consultant's obligations under the Purchase
            Agreement, each party agrees to maintain as confidential and not to
            disclose to any third party any and all Confidential Information (as
            defined below) of the other party. However, nothing herein will be
            deemed to prevent the receiving party from disclosing any
            Confidential Information received hereunder (i) to any of its
            employees who have a need to know such information for the purpose
            of providing the Services hereunder or (ii) pursuant to any
            applicable law, regulation or court order; provided that such
            receiving party will immediately notify the disclosing party of such
            required disclosure and shall use its reasonable commercial efforts
            to minimize or prevent such disclosure to the maximum extent allowed
            under any such applicable law, regulation or court order.

      3.2. "CONFIDENTIAL INFORMATION" shall mean all information which is
            labeled or marked "Confidential" or with some other similar
            proprietary legend or which is reasonably understood to be
            confidential or proprietary, including, without limitation, any
            trade secret, information, process, technique, algorithm, computer
            program (source and object code), design, drawing, formula or test
            data relating to any research project, work in process, future
            development, engineering, manufacturing, marketing, servicing,
            financing or personnel matter relating to the disclosing party, its
            present or future products, sales, suppliers, clients, customers,
            employees, investors or business, whether in oral, written, graphic
            or electronic form. The term Confidential Information will not,
            however, include information which (i) is or becomes publicly
            available other than as a result of a breach by the receiving party
            or its representatives of the obligations hereunder, (ii) is or
            becomes available to the receiving party on a non-confidential basis
            from a source (other than the disclosing party or its
            representatives) which, to the best of the receiving party's
            knowledge, is not prohibited from disclosing such information by a
            legal, contractual or fiduciary obligation to the disclosing party;
            or (iii) was independently developed by the receiving party. Without
            derogating from the generality of the foregoing, the Company's
            "Confidential Information" shall be deemed to include the
            "Confidential Information", as such term is defined in the Purchase
            Agreement, and Consultant's "Confidential Information" shall be
            deemed to exclude the "Confidential Information", as such term is
            defined in the Purchase Agreement.

      3.3.  Consultant will promptly notify and disclose to the Company, or any
            persons designated by it, all inventions, discoveries, concepts,
            data and ideas, whether patentable or not, including, but not
            limited to, hardware, software, formulae, know-how, processes,
            methods, techniques as well as improvements thereto made, conceived,
            reduced to practice or developed by Consultant and its agents, alone
            or with others, which (i) result from the Services; (ii) are
            received or obtained by Consultant or its agents from the Company
            while performing the Services; (iii) result from use of the
            Company's equipment, facilities or materials; or (iv) are otherwise
            part of the Business (collectively referred to as "DEVELOPMENTS").
            Delivery of the notice of any Development shall be in writing,
            supplemented with a detailed description of the applicable
            Development and the relevant documentation. All Developments shall
            be the sole property of the Company and its assignees, and the
            Company and its assignees shall be the sole owner of all patents and
            other rights in such Developments. Consultant hereby assigns to the
            Company its entire right, title and interest that Consultant may
            have or acquire in and to all such Developments and any intellectual
            property rights therein. It is hereby clarified that a lack of
            response from the Company with respect to the notice of the
            Developments or of its delivery shall not be considered a waiver of
            ownership of the Developments, and in any event the Developments
            shall remain the sole property of the Company.

      3.4.  Consultant further agrees to assist the Company, or any persons
            designated by it, at the Company's sole expense, in every proper and
            reasonable way to protect such Developments, including, without
            limitation, by assisting the Company in the preparation and
            submission of patent applications and the enforcement of patents.

      3.5.  Consultant shall not be entitled, with respect to all of the above,
            to any monetary consideration or any other consideration except as
            explicitly set forth in Section y2 of this Agreement.

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4.    TERM; TERMINATION.

      4.1.  This Agreement shall commence on the Effective Date and remain in
            effect until the expiration of the Consulting Term.

      4.2.  Commencing ninety (90) days following the Effective Date, the
            Company shall have the right to terminate this Agreement, for any
            reason whatsoever, by providing Consultant with at least twelve (12)
            months prior written notice.

      4.3.  Commencing ninety (90) days following the Effective Date, Consultant
            shall have the right to terminate this Agreement, for any reason
            whatsoever, by providing the Company with at least three (3) months
            prior written notice.

      4.4.  In addition, this Agreement may be terminated by either party hereto
            (a) if the other party commits a material breach of this Agreement
            (which includes any breach under Section y1.5) and fails to remedy
            such breach within fifteen (15) days after receipt of written notice
            of such breach and (b) immediately, by written notice, upon (i) the
            other party's voluntary or involuntary bankruptcy, receivership or
            commencement of a similar insolvency proceeding which is not removed
            within ninety (90) days or (ii) the other party's election to
            dissolve or wind-up business.

      4.5.  Notwithstanding anything to the contrary in the foregoing, this
            Agreement may be terminated by the Company, upon written notice of
            such breach, upon the breach by Consultant of any of its covenants
            under Sections 8.1 or 8.2 of the Purchase Agreement.

      4.6.  Upon the termination, cancellation or expiration of this Agreement
            for any reason, neither party shall be relieved of its duty to
            discharge in full all accrued, liquidated and due sums owed by
            either party to the other (but excluding, for the avoidance of
            doubt, any Consideration in respect of the period following the date
            of such termination, cancellation or expiration), which sums shall
            become immediately due and payable on the date of termination,
            cancellation or expiration. In the event of termination, Consultant
            shall continue to provide all Services during the applicable notice
            period, provided that the Company may immediately cease Consultant's
            Services and may shorten all or part of the notice period,
            regardless of whether notice of termination was given by the Company
            or by Consultant, and in lieu thereof shall pay Consultant the
            applicable Consideration for such period as if Consultant were to
            continue to provide Services for the remaining duration of the
            notice period.

      4.7.  In addition, the respective rights, obligations and duties of the
            parties under this Section y4.7 and Sections y1.7, y3, y4.6, y5 and
            y6, as well as any rights, obligations and duties which by their
            nature extend beyond the termination, cancellation or expiration of
            this Agreement, shall survive any termination, cancellation or
            expiration hereof in accordance with their respective terms.

5.    RELATIONSHIP OF THE PARTIES.

      5.1.  Each of the parties shall at all times during the term of this
            Agreement be considered, act as, and shall represent itself to be,
            an independent contractor, and not an agent or employee of the
            other. No employment relationship shall exist or be construed to
            exist between either of the parties, on the one hand, and the
            employees of the other party, on the other hand. Except as expressly
            provided for herein or in another written agreement, neither of the
            parties shall be authorized to bind, commit or assume any
            obligations on behalf of the other party, without the other party's
            prior written consent. Consultant shall be responsible for the
            payments of all taxes applicable to him as an independent
            contractor.

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       5.2. In the event that any court or tribunal shall determine that
            notwithstanding the parties' mutual understanding, as described in
            this Agreement, Consultant or any of its employees is considered an
            employee of the Company, the following provisions shall be
            applicable:

            5.2.1. Any compensation which has been paid to Consultant by the
                  Company under this Agreement shall be reduced by 30% (the
                  "REDUCED COMPENSATION"). To the Reduced Compensation shall be
                  added only the "Tosefet Yoker" which has been paid in Israel
                  from the Effective Date.

            5.2.2. Consultant hereby agrees to immediately refund to the Company
                  any amount which the Company has paid it under this Agreement
                  in excess of the Reduced Compensation (as increased by the
                  Tosefet Yoker), such refunded amount to be linked to CPI and
                  include interest at an annual rate of 4%.

            5.2.3. The Company may set-off any of Consultant's liability to the
                  Company. For the avoidance of doubt, no such set-off shall
                  relieve Consultant from repaying the Company Consultant's
                  liability in full.

            5.2.4. Consultant will defend, indemnify and hold the Company, or
                  any third party on its behalf, harmless from and against all
                  claims, damages, losses and expenses, including reasonable
                  fees and expenses of attorneys and other professionals,
                  relating to any obligation imposed upon the Company to pay any
                  withholding taxes, social security, unemployment or disability
                  insurance or similar items in connection with compensation
                  received by Consultant or deriving from the adjudication of
                  the existence of an employer-employee relationship between
                  Consultant or any of its employees or consultants and the
                  Company.

6.    MISCELLANEOUS.

      6.1.  ENTIRE AGREEMENT; AMENDMENTS. This Agreement constitutes the entire
            agreement between the parties with respect to the matters referred
            to herein, and supersedes any other arrangement, understanding or
            agreement, verbal or otherwise. This Agreement may not be amended or
            modified except by the written consent of the parties hereto.

      6.2.  NOTICES. Any notice or other communication required or permitted to
            be delivered to any party under this Agreement shall be in writing
            and shall be deemed properly delivered, given and received when
            delivered (by hand, by registered mail, by courier or express
            delivery service or by facsimile) to the address or facsimile
            telephone number set forth beneath the name of such party below (or
            to such other address or facsimile telephone number as such party
            shall have specified in a written notice given to the other parties
            hereto):

            IF TO THE COMPANY:

            Lantiq Israel Ltd.
            [_________]
            [_________]
            Israel
            Fax: [____________]
            Attention:  [_______________]

            with a copy to (which shall not constitute notice):

            Golden Gate Capital
            One Embarcadero Center, Suite 3900
            San Francisco, CA 94111
            Fax: 415-983-2934
            Attention: John Knoll and Felix Lo

<PAGE>

            Kirkland and Ellis, LLP
            555 California Street, Suite 2700
            San Francisco, CA 94104
            Fax: 415-439-1500
            Attention: Stephen Oetgen

            Meitar Liquornik Geva & Leshem Brandwein, Law Officers
            16 Abba Hillel Rd.
            Ramat Gan 52506, Israel
            Fax: 972-3-6103774
            Attention: Maya Liquornik

            IF TO CONSULTANT:

            Metalink Ltd.
            Yakum Business Park
            Yakum 60972, Israel
            Fax: +972-9-9605733
            Attention: Chief Executive Officer

            with a copy to (which shall not constitute notice):

            Goldfarb, Levy, Eran, Meiri, Tzafrir & Co.
            2 Weizmann Street
            Tel-Aviv 64239, Israel
            Fax:  972-3-608-9908
            Attention: Ido Zemach, Adv.

            or such other address with respect to a party as such party shall
            notify each other party in writing as above provided. Any notice
            sent in accordance with this Section y6.2 shall be effective (i) if
            mailed, five (5) business days after mailing, (ii) if sent by
            messenger, upon delivery, and (iii) if sent via telecopier, upon
            transmission and electronic confirmation of receipt or (if
            transmitted and received on a non-business day) on the first
            business day following transmission and electronic confirmation of
            receipt.

      6.3.  COUNTERPARTS. This Agreement may be executed in one or more
            counterparts (including by means of telecopied, facsimile or
            portable data format (PDF) signature pages), all of which shall be
            considered one and the same agreement and shall become effective
            when one or more counterparts have been signed by each of the
            parties and delivered to the other party, it being understood that
            all parties need not sign the same counterpart.

      6.4.  GOVERNING LAW; VENUE. This Agreement shall be governed by and
            construed exclusively in accordance with the laws of the State of
            Israel, regardless of the laws that might otherwise govern under
            applicable principles of conflicts of laws thereof. Each party
            hereby irrevocably submits to the exclusive jurisdiction of the
            courts sitting in the City of Tel-Aviv for the adjudication of any
            dispute hereunder or in connection herewith or with any transaction
            contemplated hereby or discussed herein, and hereby irrevocably
            waives, and agrees not to assert in any suit, action or proceeding,
            any claim that it is not personally subject to the jurisdiction of
            any such court, that such suit, action or proceeding is improper or
            inconvenient venue for such proceeding. Each party hereby
            irrevocably waives personal service of process and consents to
            process being served in any such suit, action or proceeding by
            mailing a copy thereof via registered or certified mail or overnight
            delivery (with evidence of delivery) to such party at the address in
            effect for notices to it under this Agreement and agrees that such
            service shall constitute good and sufficient service of process and
            notice thereof. Nothing contained herein shall be deemed to limit in
            any way any right to serve process in any manner permitted by law.

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      6.5.  AMENDMENT. This Agreement may be amended by the parties hereto at
            any time by execution of an instrument in writing signed on behalf
            of each of the parties hereto.

      6.6.  EXTENSION; WAIVER. No failure on the part of any person to exercise
            any power, right, privilege or remedy under this Agreement, and no
            delay on the part of any person in exercising any power, right,
            privilege or remedy under this Agreement, shall operate as a waiver
            of such power, right, privilege or remedy; and no single or partial
            exercise of any such power, right, privilege or remedy shall
            preclude any other or further exercise thereof or of any other
            power, right, privilege or remedy. No person shall be deemed to have
            waived any claim arising out of this Agreement, or any power, right,
            privilege or remedy under this Agreement, unless the waiver of such
            claim, power, right, privilege or remedy is expressly set forth in a
            written instrument duly executed and delivered on behalf of such
            person; and any such waiver shall not be applicable or have any
            effect except in the specific instance in which it is given.

      6.7.  SEVERABILITY. If any provision of this Agreement is held by a court
            of competent jurisdiction to be unenforceable under applicable law,
            then such provision shall be excluded from this Agreement and the
            remainder of this Agreement shall be interpreted as if such
            provision were so excluded and shall be enforceable in accordance
            with its terms; provided, however, that in such event this Agreement
            shall be interpreted so as to give effect, to the greatest extent
            consistent with and permitted by applicable law, to the meaning and
            intention of the excluded provision as determined by such court of
            competent jurisdiction.

      6.8.  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and
            shall inure to the benefit of the parties hereto and their
            respective successors and assigns (if any). Neither party may assign
            any of its rights under this Agreement to any other person without
            obtaining the consent or approval of the other parties hereto,
            except that the Company may assign its rights and obligations under
            this Agreement, at any time, to any of its Affiliates.

                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE]

<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Consulting
Services Agreement to be executed and delivered as of the date first above
written.

                                  THE COMPANY:

                                  LANTIQ ISRAEL LTD.

                                  By: _________________
                                  Name:
                                  Title:


                                  CONSULTANT:

                                  METALINK LTD.

                                  By: _________________
                                  Name:
                                  Title: