EXHIBIT 4.24

                               LICENSE AGREEMENT

THIS LICENSE 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 ("LANTIQ"), and METALINK LTD., a
public company organized under the laws of the State of Israel ("SELLER" or
"METALINK").

                                    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 Seller transferred substantially all of the assets
of Metalink associated with the Business as set forth therein.

      B. Lantiq and Metalink desire to grant each other certain licenses in
connection with the sale and transfer of the Business, 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. ADDITIONAL DEFINITIONS.

"PATENT IPR" means (i) all patents and all proprietary rights associated
therewith; (ii) all inventions or applications therefor or disclosures related
thereto; and (iii) all registrations of any of the foregoing, all applications
therefor, all documentation and all goodwill associated with any of the
foregoing.

2. LICENSE GRANT BY METALINK.

Metalink hereby grants to Lantiq and its Affiliates a royalty free and fully
paid-up, non-exclusive, non-transferable, worldwide, perpetual and irrevocable
license under any Patent IPR owned or controlled by Metalink (or for which
Metalink has the right to grant a sublicense without the payment of any
additional consideration) on or prior to the date of Closing, including, but not
limited to, any retained Patent IPR (other than the Patent IPR included in the
Business Intellectual Property Rights) to make, have made, use, import, sell
(either directly or indirectly), offer to sell or otherwise dispose of any
products or services.

3. LICENSE BACK GRANT BY LANTIQ.

Lantiq hereby grants to Metalink and its Affiliates a royalty free and fully
paid-up, non-exclusive, non-transferable, worldwide, perpetual and irrevocable
license under any Patent IPR included in the Purchased Assets for which Lantiq
has the right to grant a sublicense without the payment of any additional
consideration, to make, have made, use, import, sell (either directly or
indirectly), offer to sell or otherwise dispose of any products or services
solely in connection with the DSL Business (and, for the avoidance of any doubt,
not in connection with the Business).

4. "AS IS" BASIS.

4.1 The license by Lantiq hereunder is granted to Metalink "as is" and Lantiq
makes no representation, warranty or assurance of any kind, whether express or
implied, concerning the Patent IPR licensed by it hereunder, including, without
limitation, warranties of merchantability, accuracy or completeness, fitness for
a particular purpose, validity and/or non-infringement of any Intellectual
Property Right of any person. Metalink will have no right to indemnification in
respect of the license granted by Lantiq hereunder. Metalink's rights in and to
the Patent IPR licensed to it hereunder will be limited to those expressly
granted herein and all rights not expressly granted herein are reserved to
Lantiq.


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4.2 The license by Metalink hereunder is granted to Lantiq "as is" and Metalink
makes no representation, warranty or assurance of any kind, whether express or
implied, concerning the Patent IPR licensed by it hereunder, including, without
limitation, warranties of merchantability, accuracy or completeness, fitness for
a particular purpose, validity and/or non-infringement of any Intellectual
Property Right of any person. Lantiq will have no right to indemnification in
respect of the license granted by Metalink hereunder. Lantiq's rights in and to
the Patent IPR licensed to it hereunder will be limited to those expressly
granted herein and all rights not expressly granted herein are reserved to
Metalink. For the avoidance of doubt, the disclaimer in this Section 4.2 shall
not be construed to limit, modify or otherwise amend any representations or
warranty, or any right to seek indemnification, included in the Purchase
Agreement.

5. RELATIONSHIP OF THE PARTIES.

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. There is no relationship of
partnership, joint venture, employment, franchise or agency between the parties.
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.

6. OWNERSHIP ACKNOWLEDGEMENT.

6.1 Lantiq hereby acknowledges and agrees that Metalink owns the Patent IPR that
is licensed by Metalink to Lantiq hereunder and all rights therein and that
nothing in this Agreement shall give Lantiq any right, title or interest in or
to such Patent IPR, other than the limited and restricted license granted in
Section 2 of this Agreement.

6.2 Metalink hereby acknowledges and agrees that Lantiq owns the Patent IPR that
are licensed by Lantiq to Metalink hereunder and all rights therein and that
nothing in this Agreement shall give Metalink any right, title or interest in or
to such Patent IPR, other than the limited and restricted license granted in
Section 3 of this Agreement.

7. MISCELLANEOUS.

7.1 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):


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              IF TO LANTIQ:

              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

              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 SELLER:

              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 7.1 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.

7.2 COUNTERPARTS. This Agreement may be executed in one or more counterparts,
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.

7.3 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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7.4 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.

7.5 EXTENSION; WAIVER. No failure on the part of any party to exercise any
power, right, privilege or remedy under this Agreement, and no delay on the part
of any party 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 party 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 party; and any such waiver shall not be applicable
or have any effect except in the specific instance in which it is given.

7.6 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors and
permitted 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, provided however that either Party may assign any
rights and licenses granted hereunder to a third party in the context of an
assignment, merger or other transfer of all or substantially all of its assets
related to the business licensed hereunder.

7.7 SEVERABILITY. In the event of invalidity of any provision of this Agreement,
the parties agree that such invalidity shall not affect the validity of the
remaining portions of this Agreement, and further agree to substitute for such
invalid provision a valid provision, which most closely approximates the intent
and economic effect of the invalid provision.

8. TERM AND TERMINATION

This Agreement shall become effective on the Effective Date and shall be
effective, with respect to each item included in any Patent IPR licensed
hereunder, in each case as long as such item of Patent IPR licensed hereunder
remains in force. Each party shall have the right to pursue all other remedies
available at law or at equity, including without limitation the right to seek an
injunction without the necessity of posting a bond or making any showing of
irreparable harm.

                   [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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

                                     BUYER:

                                     LANTIQ ISRAEL LTD.

                                     By:_________________
                                     Name:
                                     Title:



                                     SELLER:

                                     METALINK LTD.


                                     By:_________________
                                     Name:
                                     Title: