<PAGE>

                                                                  EXHIBIT 10.10

--------------------------------------------------------------------------------



                             O E M   A G R E E M E N T




--------------------------------------------------------------------------------


This OEM Agreement (hereinafter - "AGREEMENT") is entered into as of 8 JULY 2001
(hereinafter - "EFFECTIVE DATE").


                                 BY AND BETWEEN

                     SPEEDWISE TECHNOLOGIES LTD. an Israeli
                     Corporation with its principal place of
                     business at 10  Hayetzira St. Raanana,
                     Israel (hereinafter - "INTEGRATOR")

                                                          OF THE FIRST PART
                                      A N D

                     MARNETICS LTD. an Israeli Corporation,
                     having its principal place of business
                     at 10 Hayetzira St. Raanana, ISRAEL
                     (hereinafter - "Marnetics")

                                                          OF THE SECOND PART

                                 R E C I T A L S

Integrator is engaged in the business of design, development, distribution and
sale of products used in the Internet and mobile data industries.

Marnetics is engaged in the development, distribution and sale of products used
in the Internet traffic management industry.

Integrator wishes to purchase certain of Marnetics' products, either for
integration into Integrator's own products, or for sale of a stand alone
products, in accordance with the terms of this Agreement.

NOW THEREFORE, IN CONSIDERATION OF THE RECITALS SET FORTH ABOVE AND FOR OTHER
GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES HERETO HEREBY AGREE AS FOLLOWS:



<PAGE>

                                      -2-

1.     Definitions

As used in this Agreement, the following terms shall have the meaning specified
below:

       1.1    "MARNETICS' PRODUCT(S)" - shall mean certain products developed by
              Marnetics described in ATTACHMENT A attached hereto, as the same
              may be amended from time to time in writing by mutual consent of
              the Parties in accordance with this Agreement.

       1.2    "INTEGRATOR'S PRODUCT(S)" - shall mean certain products developed
              by Integrator described in ATTACHMENT B attached hereto, as the
              same may be amended from time to time, in writing, by mutual
              consent of the Parties in accordance with this Agreement.

2.     SALE, PURCHASE AND RESALE OF PRODUCTS

       2.1    SALE OF MARNETICS' PRODUCTS. Integrator will sell Marnetics'
              Products under its own brand name. Integrator may sell Marnetic's
              Product either integrated with Integrator's Products or as a stand
              alone product, either to end-users or to Integrator's distribution
              partners. Sales by Integrator of stand alone Products to
              Integrator's OEM Customers will require the prior approval of
              Marnetics.

       2.2    Integrator will sell Marnetics' Product(s) at price determined by
              Integrator. The minimum price set by Marnetics is US $25 per
              concurrent user. Nevertheless, in the event that this price proves
              to be too high, Integrator may lower the price subject to
              Marnetics' prior agreement.

       2.3    SALE OF INTEGRATOR'S PRODUCTS. Integrator agrees to sell to
              Marnetics, at Marnetics' request, Integrator's Product(s) for
              resale by Marnetics, on a worldwide basis, subject to the
              provisions of this Agreement. The territories and customers to
              which Marnetics will sell Integrator's products will be addressed
              and agreed on a case by case basis. The terms and conditions of
              sale with respect to Integrator's Product(s) shall be Integrator's
              standard terms of sale, unless otherwise agreed, in writing,
              separately between Integrator and Marnetics.

3.     INTELLECTUAL PROPERTY RIGHTS

       3.1    EXISTING INTELLECTUAL PROPERTY OF INTEGRATOR. Integrator
              specifically retains all rights, title and interest in and to the
              designs of Integrator's Product(s) and all intellectual

<PAGE>
                                      -3-

              property rights embodied in Integrator's product(s), including,
              without limitation, all copyrights, trade secret rights and other
              proprietary rights, provided, however, that Marnetics specifically
              retains all rights, title and interest in and to all elements of
              Marnetics' Product(s) and other proprietary specifications or
              technology developed and/or provided to Integrator by Marnetics.
              Except as otherwise set forth herein, Marnetics is not receiving
              any rights in Integrator's Product(s) other than the right to
              purchase and resell Integrator's Product(s) in accordance with the
              terms of this Agreement.

       3.2    EXISTING INTELLECTUAL PROPERTY OF MARNETICS. Marnetics
              specifically retains all rights, titles and interests in and to
              the designs of Marnetics' Product(s), and all intellectual
              property rights embodied in Marnetics' Product(s), including
              without limitation, all copyrights, trade secret rights and other
              proprietary rights with respect thereto. Integrator shall not use
              Marnetics' Product(s) or any part thereof or any intellectual
              property rights embodied therein, for the design, development,
              manufacture, marketing, use or sale of any other products or
              services.

       3.3    NEWLY DEVELOPED INTELLECTUAL PROPERTY. Except as otherwise,
              specifically provided in this Agreement, and subject to Section
              3.1 and Section 3.2 above. each Party shall own and retain all
              rights, title and interest in and to any and all products,
              inventions, know-how, discoveries, improvements, designs,
              programs, source code, circuit, designs, protocols and other
              intellectual property rights which are made conceived or reduced
              to practice independently by such Party, whether or not as part of
              and in connection with the transaction contemplated in this
              Agreement.

4.     ADDITIONAL DUTIES AND OBLIGATIONS

       4.1    SUPPORT MATERIALS. From time to time, Marnetics shall, without
              requiring any compensation, supply Integrator with samples of
              advertising and selling literature, drawings, engineering and
              other non-proprietary product data as Marnetics may have available
              and which would be helpful in advancing Integrator's sale of
              Integrator's Product(s). Integrator may use any such items and
              materials in preparing and distributing advertising and selling
              literature developed by or on behalf of Integrator for purposes of
              promoting the marketing and sale of Integrator's Product(s).

<PAGE>

                                      -4-

       4.2    Marnetics will be responsible for the technical content of Support
              Materials, however the Integrator is responsible for production of
              these materials. Marnetics will support up to $10,000 toward the
              cost of these materials, and this amount will be deducted from
              payments by the Integrator to Marnetics.

       4.3    TRAINING AND SUPPORT.

              4.3.1   TRAINING. Marnetics shall, from time to time, upon the
                      request of Integrator, but not more often than quarterly,
                      per a schedule that will be determined by Marnetics, and
                      at no charge to Integrator, conduct training courses at
                      Marnetics' facilities in Israel for a limited number of
                      Integrator's personnel with respect to the use,
                      installation, operation, maintenance and repair of
                      Marnetics' Product(s). All salary, travel and lodging
                      expenses of Integrator's personnel shall be borne by
                      Integrator.

              4.3.2   TECHNICAL SUPPORT. During the term of this Agreement,
                      Marnetics shall, at no additional charge to Integrator,
                      provide Integrator with technical support of Marnetics'
                      Product(s), consisting of, limited to: (i) technical
                      consultation and support by phone and email, as well as
                      on-line support, when available and (ii) troubleshooting
                      assistance. During the first year as from the date of the
                      signature of this Agreement, the support will not be
                      limited, but during the second year and thereafter, the
                      support will be limited to up to eighty (80) hours per
                      annum for as long as the agreement is valid. This Support
                      will be made available by Integrator's employees who have
                      undergone training on BITmax for cellular carriers. Any
                      face-to-face meetings will take place in Israel, unless
                      coordinated between the Parties and financed by the
                      Integrator. Integrator may enter into a technical support
                      agreement with Marnetics for additional technical support
                      of Marnetics' Product(s), and all terms and conditions of
                      such additional technical support, and all charges related
                      thereto, shall be as set forth in such separate agreement
                      (field service will be charged separately).

              4.3.3   PRODUCT CERTIFICATION/ APPROVAL. Integrator shall be
                      responsible for obtaining any and all certifications
                      and/or approvals necessary in

<PAGE>

                                      -5-

                      connection with the marketing and sale of Integrator's
                      Product(s) such as, for example, FCC certification,
                      Underwriters Laboratories and equivalent foreign
                      certifications and approvals, for product safety,
                      emissions and the like, all at Integrator's expense. To
                      the extent necessary, Marnetics agrees to cooperate with
                      Integrator, at Integrator's expense, in obtaining such
                      certifications and approvals.

              4.3.4   MAINTENANCE AGREEMENT. Simultaneous to the execution of
                      this Agreement, Integrator and Marnetics shall enter into
                      a separate maintenance agreement pertaining to Marnetics'
                      Product(s). Such maintenance agreement shall provide that,
                      upon payment of the maintenance fees specified therein,
                      Integrator shall be entitled to receive from Marnetics any
                      and all upgrades, patches, bug fixes and other releases
                      with respect to Marnetics' Product(s), including, but not
                      limited to, updates to the software drivers developed by
                      Marnetics for Marnetics' Product(s) The fees charged to
                      customers will be divided between Integrator and
                      Marnetics, proportionately to the sales fees, i.e.; 70/30.

5.     PAYMENT TERMS

       5.1    Integrator will pay Marnetics for Marnetics' Products, fees which
              shall be generated from the revenues of Integrator, as detailed in
              ATTACHMENT 5.1. Payment terms will be divided between Integrator
              and Marnetics at a rate of 70/30, respectively, based on the
              invoiced price. Payment must be transferred by the Integrator to
              Marnetics within 15 days of receipt of payment from the client.

6.     PROTECTION OF THE TECHNOLOGY

       6.1    NOTICE OF INFRINGEMENT. Integrator and Marnetics shall each
              promptly advise the other in writing of any claim, action, lawsuit
              or proceeding that is threatened, made or brought against them, or
              either of them, for violation of a third party's patent, trade
              secret or other intellectual property rights based in any instance
              upon Integrator's sale, use, lease or distribution of any of
              Marnetics' product(s).

       6.2    INFRINGEMENT BY TECHNOLOGY. In the event that Marnetics'
              Product(s) are, or in the reasonable judgment of Marnetics are
              likely to become, the subject of any legal action based, in

<PAGE>
                                      -6-

              whole or in part, on a claim that Marnetics' Product(s) infringe
              the proprietary rights of any Party, Marnetics shall have the
              right to defend and in such an event,, shall have control of the
              defense of any such claim, action, lawsuit or proceeding and shall
              pay the costs thereof, including but not limited to, any final
              awards or settlement costs incurred by Integrator in connection
              therewith; provided, however, that Integrator shall assist
              Marnetics in the defense of such matter at Marnetics' expense, and
              shall have the right to be represented by its attorney, at its own
              expense, in any such controversy.

7.     EXCLUSIVITY AND MINIMUM QUANTITY

       7.1    Marnetics agrees to grant Integrator exclusivity for the first
              year with no conditions.

       7.2    This exclusivity for second year is subject to the following:

              7.2.1   Integrator's net sales of Marnetics Products (including
                      maintenance) of not less than US $1,000,000 entitling
                      Marnetics to fees in the sum of not less than US $300,000
                      for the first year following the date of execution of this
                      Agreement; or

              7.2.2   Integrator will pay Marnetics a sum of US $300,000 in the
                      aggregate for the first year following the date of the
                      execution of this Agreement, not withstanding Integrator's
                      sales.

       7.3    This exclusivity for third year is subject to the following:

              7.3.1   Integrator's net sales of Marnetics Products (including
                      maintenance) of not less than US $3,000,000 entitling
                      Marnetics to fees in the sum of not less than US $900,000
                      for the second year following the date of execution of
                      this Agreement.

       7.4    The exclusivity for following years will be negotiated between the
              Parties.

8.     TERM AND TERMINATION

       8.1    TERM. This Agreement shall take effect on the Effective Date
              hereof and, subject to earlier termination as provided in this
              Agreement, shall continue in full force for a period of 12 months,
              and the terms of this Agreement shall be automatically renewed for
              consecutive twelve (12) month periods thereafter, unless written
              notice to the contrary is received by either Party from the other
              Party at least one (1)

<PAGE>
                                      -7-

              months prior to the expiration of the then-current term As from
              the end of the second 12 month period, each Party shall have the
              right to terminate the agreement, regardless of reason, with
              notification in writing, within 30 days.

       8.2    TERMINATION.

              8.2.1   TERMINATION FOR BREACH. In the event of a material breach
                      or default by a Party in the performance of its respective
                      duties, obligations or undertakings set forth in this
                      Agreement, the other Party shall have the right to give
                      written notice to the defaulting Party, notifying such
                      Party of the specific breach or default involved. If,
                      within (a) ten (10) days, in the case of any payment
                      default; or (b) thirty (30) days, in all other cases,
                      after such notice, the defaulting Party shall not have
                      remedied or commenced diligently to remedy the breach or
                      default and thereafter prosecute such remedy to completion
                      within a commercially reasonable time, the aggrieved Party
                      shall have the right, in addition to any other right,
                      remedy or benefit it may have under this Agreement or
                      applicable law, to terminate the Agreement by giving
                      written notice of such termination to the defaulting
                      Party.

              8.2.2   TERMINATION FOR INSOLVENCY. In addition to the rights,
                      described in Section 9.2(a) above, either Party may
                      terminate this Agreement at any time by giving the other
                      Party written notice to that effect, effective on the date
                      of receipt of such notice, if such other Party enters into
                      compulsory liquidation or bankruptcy or suffers any
                      similar action in consequence of debt, or becomes unable
                      to pay its debts as they become due, or otherwise becomes
                      insolvent or ceases to conduct its business in the
                      ordinary course.

       8.3    RIGHTS UPON TERMINATION OF THE AGREEMENT. Each Party understands
              that the rights of termination hereunder are absolute and that it
              has no rights to a continued relationship with the other after
              termination, except as expressly stated herein. Neither Party
              shall incur any liability whatsoever for any damage, loss or
              expenses of any kind suffered or incurred by the other (or for any
              other compensation to the other) arising from or incident to any
              termination of this Agreement by such Party that complies with the
              terms of this Agreement, whether or not such Party is aware of any
              such damage, loss or expenses.

<PAGE>
                                      -8-


       8.4    RETURN OF MATERIALS. Upon the termination of the Agreement,
              Integrator shall not use further, except as herein provided, and
              shall return to Marnetics all specifications, data sheets,
              drawings, designs, documentation, schematics, photographs,
              recordings and other electronic records, and any other documents
              or materials furnished to Integrator or otherwise obtained by
              Integrator from Marnetics and relating to Marnetics' Product(s) or
              other Marnetics technology, and all copies and reproductions
              thereof and any and all similar materials in any way, in whole or
              in part, based thereon.

       8.5    OTHER RIGHTS. Each Party acknowledges and agrees that termination
              of this Agreement is not the sole remedy under this Agreement and,
              whether or not termination is effected, all other remedies
              available to a Party as a result of any breach or nonperformance
              by the other Party, shall remain available to the non-defaulting
              Party.

9.     WARRANTY

       9.1    WARRANTY. Marnetics warrants that, for a period of thirty (30)
              days after Integrator's receipt of a particular product, each of
              Marnetics' Product(s) delivered hereunder shall perform in
              accordance with the specifications for such product current as of
              the date of such shipment, and shall be free from defects in
              design, materials and workmanship. Prior to any return of a
              defective product to Marnetics, Integrator shall first request a
              Return Material Authorization (RMA) from Marnetics, which shall
              also include a written description of the problem and reason for
              return of such products. If Integrator rightfully and in a timely
              manner returns any defective products to Marnetics pursuant to the
              warranty provisions described herein, Marnetics' sole and
              exclusive liability will be, at Marnetics' option, within twenty
              (20) days after Marnetics' receipt of such defective products, to
              repair or replace such products or to issue a full refund to
              Integrator with respect to such products. Cost of return freight
              for any defective product shall be at Marnetics' expense when
              Products are returned to Integrator pursuant to the warranty
              provisions herein, provided, however, that Marnetics reserves the
              right to charge back to Integrator any reasonable costs incurred
              in evaluating any RMA in which there has been no failure
              identified and the applicable product(s) is deemed in satisfactory
              working order and returned to Integrator .

       9.2    DISCLAIMER OF WARRANTIES. Except as otherwise specifically
              provided in this Agreement, the warranties in this Agreement are
              in lieu of all other warranties, express,

<PAGE>
                                      -9-

              implied or statutory, including, but not limited to, the implied
              warranties of merchantability or fitness for a particular purpose,
              and the remedy provided in Section 10.1 shall be Integrator's sole
              remedy in the event such warranties are breached .

10.    LIMITATION OF LIABILITY

       10.1   LIMITATION OF DAMAGES. Neither Party shall be liable to the other
              Party, or any other entity or person, for any loss of profits,
              loss of use, interruption of business or for any indirect,
              special, incidental, punitive or consequential damages of any
              kind, whether under this Agreement or otherwise, resulting from
              the use of any product shipped hereunder, even if advised of the
              possibility of such damages.

       10.2   RELIANCE ON DISCLAIMERS AND LIMITATIONS. The Agreement, and the
              substance of the other rights and duties of Integrator and
              Marnetics under this Agreement, have been negotiated in reliance
              on, and are based upon the applicability and enforceability of the
              disclaimer of warranties and limitations of liability contained in
              Articles 10 and 11.

11.    REPORTS

Integrator will deliver to Marnetics a quarterly report detailing sales made by
Integrator in the previous months and a forecast for the following quarter.

12.    RELATIONSHIP BETWEEN THE PARTIES

Nothing in this Agreement shall be construed as constituting either Party as a
partner or an employee or an agent of the other Party. Neither Integrator nor
Marnetics shall have the authority to bind or act for the other in any respect.
Marnetics and Integrator shall each remain an independent contractor responsible
only for its own actions. Integrator shall not, without prior written approval
of Marnetics, make any representations or give any guarantees or warranties
concerning Marnetics' Product(s) on behalf of Marnetics.

13.    APPROVAL

Marnetic's power and authority to enter into this Agreement and to execute and
perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby, shall be subject to the approval
of this Agreement by Marnetic's Board of Directors and of the Shareholders, if
such an approval by the Shareholders is required by any law.

<PAGE>
                                      -10-

14.    MISCELLANEOUS

       14.1   SUCCESSORS AND ASSIGNS AND BINDING EFFECT. Without contradicting
              the restrictions on transfer as set forth in Section 13.2 below,
              the rights and benefits of the Parties under this Agreement shall
              accrue to, and run in favor of each Party's successors and
              assigns. The rights and obligations of the Parties under this
              Agreement shall be binding upon their respective successors and
              assigns.

       14.2   ASSIGNMENTS. Neither Party shall make or purport to make any
              assignment, transfer or conveyance, in whole or in part, of its
              rights and obligations under this Agreement without the prior
              written consent of the other Party, such consent to be at such
              other Party's reasonable discretion.

       14.3   GOVERNING LAW; JURISDICTION. This Agreement shall take effect
              under, be construed and enforced according to, and be governed by
              the laws in force in the State of Israel, without reference to
              conflict of laws principles. The sole jurisdiction and venue for
              actions related to the subject matter of this Agreement shall be
              the Tel-Aviv-Yafo courts, and both Parties consent to the
              jurisdiction of such courts.

       14.4   SEVERABILITY. The provisions of this Agreement are severable. If
              any provision or part of this Agreement shall be held by any court
              or other official body of competent jurisdiction to be invalid or
              unenforceable for any reason, the remaining provisions or parts
              hereof shall continue to be given effect and shall bind the
              Parties hereto unless the enforceability or illegality has the
              consequence of substantially altering the respective rights and
              obligations of the Parties hereto.

       14.5   WAIVER. The failure of either Party to insist in any one or more
              instances upon performance of any term, covenant or condition of
              this Agreement, shall not be construed as a waiver of its future
              performance. The obligations of either Party with respect to such
              term, covenant or condition shall continue unchanged and in full
              force and effect.

       14.6   NOTICES. All notices, requests, demands and other communications
              hereunder, shall be in writing and shall be deemed to have been
              duly given if: (a) delivered by hand; (b) sent by electronic means
              if confirmed and promptly followed by written confirmation,
              inserted for convenience of reference only and shall in no way
              affect the interpretation of any of the terms or conditions of
              this Agreement.

<PAGE>
                                      -11-


       14.7   COUNTERPARTS. This Agreement may be executed in multiple
              counterparts, each of which shall constitute an original of this
              Agreement, but all of which, taken together shall constitute but
              one agreement.

       14.8   NON-EXCLUSIVITY. This Agreement is a non-exclusive agreement and
              does not limit either Party from developing or marketing its own
              products, or cooperating with any third party in the development
              of such products, provided that the provisions of this Agreement
              regarding confidentiality, product and intellectual property
              ownership rights, and all other provisions of this Agreement are
              strictly observed and complied with.

INTEGRATOR:                                 MARNETICS:


By:     /S/ DAN GILAT                       By:     /S/ MOSHE KESSNER
        ---------------------------                 ---------------------------

Name:   DAN GILAT                           Name:   MOSHE KESSNER
        ----------------------------                ---------------------------

Title:  DIRECTOR                            Title:  DIRECTOR
        ------------------------------              ----------------------------

By:     /S/ AMIT MATTATIA                   By:     /S/ DAVID SHEETRIT
        ------------------------------              ----------------------------
        Chief Executive Officer                     Acting Chief Executive
                                                    Officer







<PAGE>


                                  ATTACHMENT A



       Bitmax(TM)



<PAGE>


                                  ATTACHMENT B


       Speedwise Accellence(TM)

       Speedwise OnTCP(TM)

       Speedwise ISPower(TM)


       Speedwise EnterPower(TM)

       Speedwise WeBreeze(TM)