Exhibit 4.4

SECOND ADDENDUM TO SERVICES AGREEMENT

This
Second Addendum to Services Agreement (this Second Addendum) is made and
entered into as of the 2 day of June 2003, by and between Marnetics Ltd.,
formed under and existing in accordance with the laws of Israel (the Company)
and Netlogic Ltd., formed under and existing in accordance with the laws of
Israel (the Consultant).

|WHEREAS |  | the parties wish to amend,
  modify and supplement the Services Agreement entered into by the parties on
  February 11th 2002 (the Agreement), as amended by an Addendum to
  Services Agreement on December 9 2002 (the Addendum), subject to the
  approval of the shareholders of Marnetics Broadband Technologies Ltd.
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOW,
WHEREFORE, the parties hereto agree as follows:

|1. | Amendment
  of the Agreement                                                                                                                                                                                                    
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                 
|   | In accordance with Section
  7.5 of the Agreement, and subject to the approval of the shareholders of MXB,
  the following provisions of the Agreement and Addendum are hereby amended,
  supplemented and modified, as follows:
|   |                                                                                                                                                                                                                                 
|   | 1.1                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                 
|   | 1.2                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                 
|2. | Miscellaneous                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                 
|   | 2.1                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                 
|   | 2.2                                                                                                                                                                                                                             

IN WITNESS WHEREOF, the
parties have executed this Second Addendum as of the date first mentioned
above.

|Marnetics Ltd.       | Netlogic Ltd.            | 
|-------------------- | ------------------------ | 
|                     |                          | 
|By:                  | /s/ Menachem Reinschmidt | 
|                     |                          | 
|Menachem Reinschmidt |                          | 
|                     |                          | 
|By:                  | /s/ David
  Sheetrit     | 
|                     |                          | 
|David
  Sheetrit     |                          | 

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