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                                                                  EXHIBIT 10.5

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                           SOFTWARE LICENSE AGREEMENT


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This Agreement is made and signed on this the 17th day of April, 2001.


                                 BY AND BETWEEN

                   MARNETICS LTD., a company duly organized under
                   the laws of Israel, having its principal place
                   of business at 10 Hayitzira Street, Raanana,
                   Israel (hereinafter - "MARNETICS")

                                                           OF THE FIRST PART

                                      A N D

                   SPEEDWISE  TECHNOLOGIES LTD., a company duly
                   organized under the laws of Israel, having its
                   principal place of business at 10 Hayitzira
                   Street, Raanana, Israel (hereinafter - "SPEEDWISE")

                                                           OF THE SECOND PART


WHEREAS     Marnetics is the owner of certain computer programs and related
            documentation as detailed in EXHIBIT "A" attached hereto; and

WHEREAS     Marnetics desire to grant to Speedwise and Speedwise desires to
            obtain, a non-exclusive license to use such software and related
            documentation on the terms and conditions set forth below.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1.     DEFINITIONS

As used in this Agreement, the following terms shall have the following
meanings:

       1.1   "DOCUMENTATION"      means the documents relevant to the use of the
                                  Licensed Software.

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                                      -2-

                                  "Documentation" includes, without limitation,
                                  user guides, manuals and other materials.

       1.2   "LICENSED SOFTWARE"  means the programs and software products as
                                  described in Exhibit "A" attached hereto.

       1.3   "USE"                means the right to integrate the Licensed
                                  Software within Speedwise's product and to
                                  sub-license the Licensed Software as part of
                                  and integrated in Speedwise's Products, in the
                                  fields and areas as detailed in Exhibit "B"
                                  attached hereto.

       1.4   "THE PRODUCT"        means the product developed by Speedwise which
                                  contains the Licensed Software.

2.     GRANT OF LICENSE

       2.1    Marnetics hereby grants and Speedwise hereby accepts, subject to
              the terms hereinafter set forth a non-exclusive license to Use the
              Licensed Software and the Documentation, all as set forth in this
              Agreement.

       2.2    Except as expressly permitted by statute, Speedwise shall not
              disassemble, decompile or reverse engineer the Licensed Software.

3.     TERMS

       3.1    This Agreement is signed for an unlimited period commencing on the
              date of the execution of this Agreement.

       3.2    Notwithstanding the above licenses and sublicenses, for the
              Licensed Software enabled pursuant to the terms and conditions of
              this Agreement and paid for by Speedwise, are perpetual licenses,
              and shall continue to exist after the termination of this
              Agreement.

       3.3    Each party shall have the right to terminate this Agreement if the
              other party violates a material provision of this Agreement
              ("EVENT OF DEFAULT"). Upon the occurrence of an Event of Default,
              a party shall deliver to the defaulting party a notice of intent
              to terminate that identifies in detail the Event of Default. If
              the Event of Default remains uncured during thirty (30) days, the
              party may terminate this

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              Agreement by delivering to the defaulting party a notice of
              termination that identifies the effective date of the termination,
              which date shall not be less than thirty (30) days after the date
              of the delivery of the notice of intent to terminate.

       3.4    Within ten (10) days after termination of this Agreement,
              Speedwise shall return the code for the Licensed Software and all
              copies thereof, delete or destroy all other copies of the Licensed
              Software and deliver to Marnetics a certification in writing that
              the Licensed Software has been returned, all copies deleted or
              destroyed and its Use discontinued.

4.     LICENSE FEE AND PAYMENT TERMS

       4.1    In consideration of the granting of the license to Use pursuant to
              this Agreement, Speedwise shall pay Marnetics license fees which
              shall be generated from the revenues as detailed in Exhibit "C"
              attached hereto (hereinafter - "THE LICENSE FEE").

       4.2    License Fees and charges shall be stated and paid in US Dollars.

       4.3    All invoices shall be paid within thirty (30) days of Speedwise's
              receipt of payment by the purchaser of the Product.

       4.4    The fees shall not be paid out of the overheads and other payments
              that Speedwise shall receive including, but not limited to,
              maintenance fees, support and installation fees, etc.

       4.5    Furthermore, Speedwise shall submit to Marnetics a quarterly
              report regarding the sales of the Product.

5.     PROPERTY RIGHTS

       5.1    Marnetics shall solely own and have exclusive worldwide right,
              title and interest in and to all patents, trademarks, service
              marks, copyrights, mask works, trade secrets and all other
              intellectual and industrial property rights in any way related to
              the Licensed Software and/or the Documentation ("MARNETICS'
              PROPRIETARY RIGHTS"). Title to all Marnetics' Proprietary Rights
              embodied in the Licensed Software shall always remain with
              Marnetics, and Speedwise's Use thereof shall be restricted under a
              non-exclusive license granted to Speedwise under this Agreement.
              Subject to Speedwise's performance of all obligations hereunder,
              Marnetics hereby


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                                      -4-

              grants to Speedwise a non-exclusive, non-transferable and
              indivisible license to Use Marnetics' Proprietary Rights only as
              they are integrated in Speedwise's products and for no other
              purpose.

       5.2    Both Parties hereby agree that Speedwise shall not be entitled and
              be prohibited from transferring, assigning, selling or make any
              other disposition with any of the source codes that Speedwise
              shall obtain from Marnetics pursuant to the grant of license,
              according to this Agreement, and that the source codes shall be
              kept under Speedwise's exclusive provision.

       5.3    Notwithstanding the aforesaid, title to all modifications,
              improvements and derivation works related to the Licensed Software
              performed solely by Speedwise ("THE IMPROVEMENTS") shall remain
              with Speedwise who shall have all proprietary and Intellectual
              property rights in the Improvements.

       5.4    Licensed Software shall bear Marnetics' copyright notice,
              tradename and trademark as given to Speedwise by Marnetics.

       5.5    Speedwise shall not remove Marnetics' trademark notices, copyright
              notices, patent marking or mask work notices on any other
              materials supplied by Marnetics. This paragraph 5 shall survive
              the termination of this Agreement, and shall be specifically
              enforceable by injunctive and other relief against Speedwise in
              the event of Speedwise's breach since both parties agree that
              Marnetics will be irreparably harmed and money damages would be
              inadequate compensation to Marnetics for Speedwise's breach. In
              the event of such breach, Marnetics shall be entitled to
              injunctive relief against Speedwise in addition to any other
              remedies to which it is entitled.

6.     LIMITATION OF LIABILITY

       6.1    MARNETICS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL,
              SPECIAL OR EXEMPLARY DAMAGES SUFFERED BY SPEEDWISE AND/OR ANY
              CUSTOMER RELATED TO OR ARISING OUT OF THIS AGREEMENT. THE
              TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE USE OR INABILITY TO
              USE THE LICENSED SOFTWARE, INTEGRATION OF THE LICENSED SOFTWARE
              WITH EQUIPMENT NOT PROVIDED BY MARNETICS, LOSS OF GOODWILL OR
              PROFITS AND/OR FROM ANY OTHER

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                                      -5-


              CAUSE WHATSOEVER, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY
              OF SUCH DAMAGES.

       6.2    Marnetics' liability to Speedwise under any provision of this
              Agreement, shall be limited to the amount actually paid by
              Speedwise to Marnetics for License Fees pursuant to this
              Agreement. The existence of more than one claim shall not enlarge
              or extend the limit.

       6.3    The above limitation of liability does not apply:

              6.3.1   if and to the extent that Speedwise, as a result of
                      Marnetics' default or breach of contract becomes exposed
                      to claims of third parties resulting from an Infringement
                      of any intellectual property regarding the Licensed
                      Software;

              6.3.2   with respect to damages caused by Marnetics' gross
                      negligence or willful acts.

7.     INFRINGEMENT INDEMNITY

       7.1    Marnetics shall, at its own expense, defend or, at its option,
              settle any claim, suit or proceeding brought against Speedwise on
              the issue of infringement of any patent, trade name, trademark,
              trade secret, copyright or other proprietary rights of any third
              party by the Use of any of the Licensed Software, pursuant to the
              terms of this Agreement ("INFRINGEMENT"). Marnetics shall
              indemnify Speedwise against any costs, expenses or damages caused
              by an Infringement, provided that Speedwise promptly notifies
              Marnetics in writing of the Infringement.

       7.2    If the Licensed Software is, or in Marnetics' opinion likely to
              become, the subject of a claim, suit or proceeding of
              Infringement, Marnetics may:

              7.2.1   procure for Speedwise, at no cost to Speedwise, the right
                      to continue Usage of the Licensed Software; or

              7.2.2   replace or modify the Licensed Software at no cost to
                      Speedwise to make it non-infringing, provided that the
                      same function is performed by the replacement or modified
                      Licensed Software.

              In the event that Martnetics will not be able to provide Speedwise
              with the right to continue usage of the Licensed Software,
              Speedwise will forthwith not take any further commitment on its
              usage.

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                                      -6-

8.     CONFIDENTIALITY AND NON-DISCLOSURE

       8.1    Both parties acknowledge that in the course of performing their
              respective obligations hereunder, they shall be receiving
              information which is proprietary and confidential to the
              disclosing party and which the disclosing party wishes to protect
              from public disclosure ("PROPRIETARY INFORMATION"). Proprietary
              Information as used herein includes, without limitation, all
              information marked as confidential and disclosed at any time
              before, after or at the time of execution of this Agreement
              relating to the Licensed Software, Speedwise's Use of the Licensed
              Software and any other confidential information or trade secrets
              which have been or shall be disclosed between the parties relating
              to their respective businesses, customers, products, marketing and
              sales plans, financial status, product development plans,
              strategies and the like.

       8.2    Each party shall:

              8.2.1   hold such Proprietary Information in confidence and not
                      disclose it, except to its employees or representatives to
                      whom disclosure is necessary to effect the purposes of
                      this Agreement and who are similarly bound to hold the
                      Proprietary Information in confidence;

              8.2.2   use its best efforts to prevent inadvertent or
                      unauthorized disclosure, publication or dissemination of
                      any Propriety Information;

              8.2.3   not make any use of any Propriety Information nor
                      circulate proprietary Information in its organization,
                      except to the extent necessary to carry out the intent of
                      this Agreement.

       8.3    Nothing in this Agreement shall be interpreted as placing any
              obligation of confidence and non-use on a party with respect to
              any Proprietary Information that:

              8.3.1   can be demonstrated to have been in the public domain as
                      of the effective date of this Agreement or comes into the
                      public domain during the term of this Agreement through no
                      fault of such party; or

              8.3.2   can be demonstrated by clear and convincing evidence to
                      have been independently developed by such party; or

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                                      -7-

              8.3.3   is rightfully received by such party from a third party
                      not under an obligation of confidence to the other party
                      hereto with respect thereto.

9.     ASSIGNMENTS

Each party shall have the right to assign or otherwise transfer its rights and
obligations under this Agreement to anyone, only, as part of the sale or
transfer of such a Party's business or of any part thereof, or pursuant to any
merger, consolidation or reorganization. In case of an assignment or transfer to
a third party, each party shall promptly inform the other party thereof and
shall effect the assignment or transfer only after the other party's prior
written approval, each party shall not unreasonably deny its approval.

10.    FORCE MAJEUR

Neither party shall be liable to the other party for delays in the performance
of this Agreement caused by unforeseen circumstances beyond its control,
including, but not limited to, acts of God, wars, riots, strikes, fires, floods,
or other causes beyond a party's reasonable control. In the event of any such
delay, the date of performance of delivery shall be deferred for a period equal
to the time lost by reason of delay. A party shall notify the other party in
writing of any such events or circumstances promptly after their occurrence.

11.    MISCELLANEOUS

       11.1   All notices, requests and demands to be given, made or provided
              for under this Agreement shall be in writing and deemed to have
              been duly given;

              11.1.1  by its personal delivery; or

              11.1.2  by its being sent by facsimile, confirmed in writing by
                      registered mail, return receipt requested;

       and addressed as follows:

                  To:   Speedwise
                        10 Hayiztira Street, Raanana, Israel
                        Attn: CEO

                  To:   Marnetics
                        10 Hayiztira Street, Raanana, Israel
                        Attn: CEO

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                                      -8-


         or such other address or such other address as either party may
         designate by notice given as aforesaid, provided that notice of a
         change in address shall not be effective until it is actually received.


       11.2   If any provision of this Agreement shall be held void, voidable,
              invalid or inoperative, no other provision of this Agreement shall
              be affected as a result thereof and, accordingly, the remaining
              provisions of this Agreement shall remain in full force and effect
              as though such a void, voidable, invalid or inoperative provision
              had not been contained herein. In such event, the parties agree to
              negotiate in good faith substitute provisions which shall most
              nearly effect the parties' original intent in entering into this
              Agreement.

       11.3   The validity, construction and performance of this Agreement shall
              be governed exclusively by the laws of the State of Israel.

       11.4   All disputes out of or relating to this Agreement shall be
              resolved in accordance with the following provisions:

              11.4.1  In the event of a dispute, the principals of either party
                      shall meet and attempt in good faith to resolve such
                      dispute. This duty to attempt to resolve a dispute in good
                      faith shall continue for at least thirty (30) days after
                      one party requests a meeting for the purpose of resolving
                      a dispute. If, after thirty (30) days the parties are
                      unable to resolved their dispute amicably, then either
                      party may submit to the other an arbitration demand.
                      Arbitration shall be conducted in accordance with the
                      Israeli Rules of Arbitration Act, 1968, of the
                      International Chamber of Commerce.

              11.4.2  The prevailing party in arbitration shall be entitled to
                      recover from the other party its reasonable attorneys'
                      fees and costs incurred herein.

       11.5   This Agreement and the Exhibits hereto constitute the entire
              agreement between the parties concerning the subject matter
              hereof. It supersedes any proposal or prior agreement, oral or
              written, and any other communication and may only be modified in a
              writing signed by both parties.

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                                      -9-

IN WITNESS WHEREOF, the parties have caused this License Agreement to be
executed by their undersigned and duly authorized representative on the day and
year first above written.

SPEEDWISE                                   MARNETICS




Signed by:                                  Signed by:

/s/ Dan Gilat                               /s/ Moshe Kessner
-----------------------------------         -----------------------------------
Dan Gilat                                   Moshe Kessner


/s/ Amit Mattatia                           /s/ David Sheetrit
-----------------------------------         -----------------------------------
Amit Mattatia                               David Sheetrit



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                               E X H I B I T    A



1.       LOCAL ACKNOWLEDGMENT (LOCALACK) - This module generates TCP
         acknowledgment messages in order to take control over the TCP flow
         control mechanism from the destination data server. This module also
         includes functions that manage the transmission timing of the LocalAcks
         and queuing management of the acknowledged data messages.

2.       SESSION CAPACITY MANAGER - determines the maximum amount of
         information, which can be in an "in-flight" situation. This amount may
         be fixed or changed from time to time based on the network dynamics.

3.       SLICING - Transmission of an artificial message which includes the last
         transmitted byte/s in order to enforce a duplicate Ack situation, if
         the previous packet/s got lost, which will further enable fast
         retransmission of the lost packets.

4.       INTER PACKET INTERVAL - generates artificial delay between any pair of
         consequent packets in order to "smooth" the transmission, and to reduce
         the probability of packet loss. This delay may be fixed or dynamic,
         based on the different conditions in the network.


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                               E X H I B I T   B


Speedwise will use the Licensed Modules for the sole purpose of streamlining and
accelerating TCP traffic between cellular data users and certain data servers,
which are installed in the cellular carrier's data network.



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                               E X H I B I T   C


1.       In event that Speedwise sells the Product without bundling the Product
         with Speedwise's other products, then Speedwise shall pay Marnetics
         License Fees in the sum of 15% of the net revenues (excluding the price
         of third party products) generated from the Product.

2.       In event that Speedwise sells the Product as part of a bundle of other
         Speedwise's products, then the minimum price of the Product shall be
         USD 25 per each concurrent user, of which Marnetics shall be entitled
         to receive the fees as detailed in section 1 hereinabove.

3.       Both parties agree that that in such events as both parties may
         mutually agree the fees may be updated accordingly.