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                                                                 Exhibit 10.3

                           SOFTWARE LICENSE AGREEMENT

This Agreement is made and entered into as of Jan. 13, 1999, by and between
RADVision Ltd. ("Licensor" or "RADVision"), with its offices at 24 Raul
Wallenberg St., Tel Aviv 69719, Israel, and RADCOM Ltd. ("Licensee" or "RADCOM")
with its offices at 24 Raul Wallenberg St., Tel Aviv 69719.

Licensor is the owner of the Software Products listed in Exhibit A ("RADVision
Software Products").

Licensee desires to incorporate one or more of RADVision's Software Products
into Licensee's products.

It is agreed by both RADVision and Licensee that the RADVision Software Products
may be sold and/or licensed only as Embedded Software incorporated into
Licensee's Network Products, Server Products and/or Client's Products
("Licensee's Products").

Based on the mutual promises and conditions contained in this Agreement,
RADVision and the Licensee agree as follows:

1.       DEFINITIONS. The following capitalized terms shall have the following
         meanings:

1.1.     LICENSE/D SOFTWARE shall mean those computer programs and instructions
         listed in Exhibit A, in Source Code and/or in Object Code form.
         Licensed Software includes all enhancements, modifications, additions,
         translations, compilations, or other software delivered to Licensee by
         RADVision hereunder or under any support agreement entered into in
         connection with this Agreement.

1.2.     OBJECT CODE shall mean any compiled, assembled, or machine executable
         version of the Licensed Software, or any part thereof.

1.3.     SOURCE CODE means the human readable form of the Licensed Software.

1.4.     EMBEDDED SOFTWARE shall mean that software which is the end result of
         integrating the Licensed Software with any of Licensee's Network
         Products, Server Products and/or Client's Products. in Object Code form
         only.

1.5.     DOCUMENTATION shall mean any documents, information, directions,
         explanations, or material, concerning RADVision and/or the Licensed
         Software, produced by or for Licensor for the use of License Software
         customers in whatever form.


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1.6.     DERIVED DOCUMENTATION means any written material which contains any
         change, modification, enhancement, addition, correction or translation
         to or of the Documentation, or any derivative work based upon the
         Documentation prepared by Licensee, or any Documentation created by
         Licensee in whole or in part based upon the Documentation.

1.7.     MODIFICATION shall mean any change, modification, enhancement,
         addition, or correction to the License Software, or any translation of
         the Licensed Software into other computer languages or other hardware
         or software environments, or any derivative work based on the Licensed
         Software or any software or documentation created by Licensee, in whole
         or in part, based upon the Licensed Software and/or the Documentation.

1.8.     PORTED SOFTWARE shall mean a translation of the Licensed Software to
         other computer languages or other hardware or Software environments;
         such Ported Software shall always be proprietary to RADVision.

1.9.     UPDATES shall mean new versions of the Licensed Software made available
         by Licensor to its existing customers of the Licensed Software that
         contain bug fixes and/or enhancements or improvements, but do not
         contain significant new features, according to Licensor's sole
         discretion regarding new features.

1.10.    BUG FIXES shall mean any correction(s) of error(s) contained in the
         Licensed Software.

1.11.    DISTRIBUTOR shall mean any third party with direct written
         authorization from Licensee to market the Embedded Software pursuant
         to, and in accordance with, the terms hereof.

1.12.    END USER shall mean a specific individual or entity authorized directly
         or indirectly by Licensee to use the Embedded Software, regardless of
         whether the individual or entity is actively using the Embedded
         Software.

1.13.    CONFIDENTIAL INFORMATION shall mean information concerning inventions,
         know-how, trade secrets and other proprietary RADVision information,
         including RADVision's disclosure of the Source Code/Object Code,
         Documentation and trade secrets relating to the Licensed Software and
         any Updates or enhancements.

1.14.    AUTHORIZED SUBCONTRACTORS shall mean subcontractors hired by Licensee
         to work with the Embedded Software, provided that each such
         subcontractor shall: (1) be listed on attached Exhibit F hereto, as
         amended from time to time, (2) not be engaged in producing Competitive
         Products, and (3) have signed an



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         agreement for the benefit of Licensor containing the provisions of
         Article 3 hereof.

1.15.    LICENSEE'S PREMISES shall mean the place of business and development
         work where the Licensee shall archive and make the Licensed Software
         available for use, by or through a development team which is
         responsible for a certain line of Licensee's Products built around the
         Embedded Software. Licensee's Premises may be deemed to include the
         off-site development team facilities of Authorized Subcontractors hired
         to assist Licensee in the development of the Embedded Software provided
         that any such Authorized Subcontractor is not a producer of Competitive
         Products and that each Authorized Subcontractor working with the
         Licensed Software has entered into a written agreement with Licensee
         which requires that:

         (a)      the Authorized Subcontractor use License Software and or
                  Documentation exclusively for the benefit of Licensee;

         (b)      the Authorized Subcontractor shall incur the same obligations
                  with respect to the use of License Software and/or
                  Documentation as those incurred by Licensee under this
                  Agreement; and

         (c)      all copies of License Software and/or Documentation provided
                  to or made by the Authorized Subcontractor shall be returned
                  to Licensee or destroyed, including all copies stored in
                  computer memories or storage media, upon completion of its
                  work for Licensee.

1.16.    CLIENT PRODUCTS shall mean end station applications according to the
         specified in Exhibit B.

1.17.    SERVER PRODUCTS shall mean servers that transfer stored multimedia
         information to a user (such as but not limited to WWW servers and
         voice/video mail systems).

1.18.    NETWORK PRODUCTS shall mean all applications that connect between
         different networks or sub-networks or applications that are not defined
         as Client or Server Products.

1.19.    COMPETITIVE PRODUCTS shall mean any product that supports substantially
         similar functionality as the Licensed Software.

1.20.    COMPETITOR shall mean any company which develops and markets H.323
         Stack or Gatekeepers for developers or any company that is affiliated
         with such a company (affiliation in this section shall mean more than
         50% equity holding).

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1.20.    NON-CONFORMANCE shall mean a material deviation in the performance of
         the Licensed Software from the functional specification contained in
         the documentation.

1.21.    SPECIFICATIONS shall mean the specifications for the License Software,
         which are contained in Exhibit A of this Agreement and in the
         Documentation.

1.22.    RELEASE DATE shall mean the date of the first sale of Licensee's
         Product built around Embedded Software, or a press release announcing
         the availability of the above product (the earlier between the two).

1.23.    LICENSEE PRODUCTS shall mean products as specified in Exhibit B.


2.       LICENSE GRANT. RADVision hereby grants to Licensee, and Licensee hereby
         accepts from RADVision, subject to the terms of this agreement, a
         non-exclusive, nontransferable worldwide license to:

         (i)      Use and copy the Licensed Software and the Documentation only
                  for the internal purpose of developing and creating
                  Modifications, Embedded Software and Derived Documentation,
                  only on Licensee's Premises.

         (ii)     Create copies of the Embedded Software and Derived
                  Documentation in object code to the extent necessary to fully
                  utilize the rights granted herein.

         (iii)    Distribute and sub-license the Embedded Software, software the
                  Licensed Software is in object code, world-wide directly or
                  indirectly through authorized Distributors, to End Users for
                  the purpose of and to effect the End User's utilization of
                  Licensee's Products.

         (iv)     Authorize Distributors to; (a) use, create and distribute
                  copies of the Embedded Software as part of Licensee's Products
                  and transfer directly to End Users, for the purpose of and to
                  effect the End User's utilization of Licensee's Products, and
                  (b) authorize End Risers to create limited copies of tile
                  Embedded Software for archival purposes.

Licensee will have the right to modify and copy the Source Code only to develop
its Embedded Software and only to the extent permitted in this Agreement.

Licensee will not have the right to market, sub-license, or otherwise distribute
the Licensed Software, whether with modifications or without modifications, or
the Embedded Software in a Source Code form.



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3.       PROTECTION OF LICENSED SOFTWARE

         3.1.     SUBLICENSING TERMS. An End User may be authorized only to use
                  the Embedded Software pursuant to a written agreement between
                  Licensee or a Distributor, as the case may be, and the End
                  User. The terms and conditions of all such agreements shall be
                  at least as protective of the Embedded Software as; (i) the
                  terms and conditions Licensee uses for its other software
                  products, (ii) the terms and conditions governing the End
                  User's use of or marketing of the Licensee's Products and
                  (iii) the terms and conditions contained herein.

         3.2.     Licensee agrees to reproduce on all copies of the Licensed
                  Software and Embedded Software and the Documentation or
                  Derived Documentation, a RADVision copyright notice in a form
                  approved in advance by RADVision. The copyright notice shall
                  be the same or similar to the following:

                  "@  COPYRIGHT RADVISION LTD. 19XX"

                  Any RADCOM product incorporating part or all of the Embedded
                  Software shall include the standard copyright statement in the
                  "About Box" of the product.

         3.3.     TITLE. All claims to the contrary contained herein
                  notwithstanding, title in and to the Licensed Software and
                  Documentation, additions and Modifications to the Licensed
                  Software created by RADVision or Licensee, including but not
                  limited to, all copyright, patent, trade secret rights and
                  intellectual property rights shall remain in and with
                  RADVision, Ltd. and/or Licensor.

         3.4.     CONFIDENTIALITY. Licensee hereby acknowledges that the
                  Licensed Software contains valuable Confidential Information
                  of RADVision. Licensee agrees to hold all such Confidential
                  Information in confidence, and agrees not to disclose such
                  Confidential Information, except as expressly permitted in
                  Section 2 of this Agreement or to anyone other than Licensee's
                  employees who have a bona fide need to know, which employees
                  shall be governed by a similar confidentiality requirements of
                  equal or greater force. Additionally, Licensee agrees to use
                  at least that degree of care which it uses to protect its own
                  information of a similar proprietary nature, but in no event
                  less than reasonable protection expected in similar
                  circumstances.

                  Excluded from such Confidential Information is information
                  that Licensee proves that it had in its possession without
                  confidential limitation prior to disclosure and which such
                  information is known or becomes known to the general public
                  without breach of this Agreement or which is received
                  rightfully by Licensee and without confidentiality limitations
                  from a third party or which is disclosed publicly by RADVision
                  without substantially similar confidentiality restrictions.

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                  Licensee may not disclose any information contained in the
                  Source Code and/or the Source Code itself and/or anything
                  related to the Source Code to anyone other than Licensee's
                  employees or Authorized Subcontractors with a bona fide need
                  to know. Licensee agrees to protect the Source Code and any
                  confidential information related to the Source Code by
                  employing the same degree of care Licensee employs in
                  protecting its own source code (and no less than reasonable
                  care). This confidentiality obligation is to survive the
                  termination/expiration/cancellation of this Agreement for any
                  cause whatsoever and to remain in force in perpetuity.

         3.5.     UNAUTHORIZED DISCLOSURE. Licensee acknowledges that the
                  unauthorized disclosure of such confidential information could
                  cause irreparable harm and significant injury to RADVision
                  which may be difficult to ascertain. Accordingly, Licensee
                  shall indemnify RADVision against any damage arising due to
                  such unauthorized disclosure. Furthermore, Licensee agrees
                  that RADVision shall have the right to obtain an immediate
                  injuction, enjoining any such unauthorized disclosure.

         3.6.     COPIES. Licensee shall not copy, in whole or in part, the
                  Source Code or the Licensed Software and Documentation except
                  as explicitly permitted herein and for internal backup or
                  archival purposes.

         3.7.     COMPETITIVE PRODUCTS. Other than as part of the Embedded
                  Software, as permitted within the scope of the license granted
                  in Section 2 of this Agreement, Licensee is prohibited from,
                  and shall not, develop, market or sell any Competitive Product
                  based on or derived in any way from the Licensed Software or
                  from the benefits of know how resulting from access to or work
                  with Licensor's proprietary information and Source Code
                  (hereinafter "Proprietary Information"). The term "benefits of
                  know how" means information in non-tangible form which may be
                  retained by persons who have had access to the Proprietary
                  Information, including ideas, concepts, know how or techniques
                  contained therein.


4.  WARRANTY

Licensor warrants that the Licensed Software complies with the Specifications.
RADVision does not warrant that the Licensed Software is free from errors and/or
will run properly on all computer hardware and/or operating systems, that the
Licensed Software will meet requirements of Licensee or operate in the
combinations which may be selected for use by Licensee or the End Users or that
the operation of the Licensed Software will be uninterrupted or error free.

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THE WARRANTIES ABOVE ARE EXCLUSIVE ADD IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

NO WARRANTY SHALL APPLY TO DEFECTS, FAILURES, DAMAGE, OR LOSS RESULTING FROM
CORRECTIONS, REPAIRS OR SERVICE NECESSITATED.






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         BY:

         (l)      LICENSEE'S OR THE ULTIMATE USER'S SYSTEM, OTHER EQUIPMENT OR
                  ITS USE;

         (II)     ANY ACT OR OMISSION BY ANYONE OTHER THAN LICENSOR;

         (III)    POWER SHORTAGES. IRREGULARITIES, OR FAILURES:

         (IV)     MODIFICATION OF THE LICENSED SOFTWARE BY ANYONE OTHER THAN
                  LICENSOR;

         (V)      OR ANY OTHER CAUSE DETERMINED TO BE BEYOND
                  LICENSOR'S CONTROL.

         4.2      ACCEPTANCE. Licensee will be deemed to have accepted the
                  Licensed Software upon the occurrence of any of the following:
                  (i) the end of a thirty day acceptance period commencing from
                  the date of receipt of the Licensed Software during which no
                  written notification of a Non-conformance was received by
                  RADVision; or (ii) Licensee's notification to RADVision of its
                  acceptance of the Licensed Software. Following the thirty day
                  acceptance period, if RADVision has not corrected a
                  Non-conformance within sixty days from the date of receipt of
                  such written notification, Licensee may elect to accept the
                  Licensed Software in its then-current condition, or return the
                  Licensed Software and all copies and derivatives and terminate
                  all licenses granted herein. Upon such returning of the
                  Software and derivatives, and termination of the licenses
                  granted herein, Licensor shall pay back to Licensee the, then
                  paid License Fee as specified in Exhibit C section 1.1.

         4.3      SUPPORT. Any maintenance or support of the Licensed Software
                  by RADVision will only be pursuant to Section 7 hereunder or a
                  separately executed maintenance agreement.

5.       INDEMNIFICATION

         5.1      RADVision hereby agrees to indemnify, and defend Licensee
                  against claims on account of Licensee's use of the Licensed
                  Software, based upon an allegation that the Licensed Software
                  infringes or violates any third party's patent copyright,
                  trade secret, or other intellectual property rights(s)
                  provided that Licensee gives RADVision prompt written notice
                  of any claim. sole authority to defend or settle as it sees
                  fit. and reasonable cooperation (at RADVision's expense).
                  RADVision may, at its sole option and expense (i) procure for
                  Licensee the right to continue using Licensed Software, (ii)
                  modify it so that it is non-infringing, (iii) procure a
                  replacement product that has substantially the same
                  functionality, or, if none of the above options is reasonably
                  available, (iv) terminate this Agreement. RADVision will have
                  no liability under this section for any claim based upon (i)
                  Licensee's Modification to, or integration with, or use of the
                  Licensed



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                  Software with other software, or (ii) RADVision implementing
                  any change in compliance with and resulting from instruction
                  or direction of Licensee. In no event will RADVision's
                  liability under this sub-section exceed the total of the sums
                  received by RADVision from Licensee under this Agreement.

                  THIS SECTION 5.1 STATES RADV ENTIRE LIABILITY FOR ANY
                  INFRINGEMENT OR VIOLATION OF ANY THIRD PARTY'S INTELLECTUAL
                  PROPERTY RIGHTS.

         5.2      In no event shall RADVision make any warranty or have any
                  liability regarding the Embedded Software or any Modification.
                  Except for the issues mentioned in sub-section 5.1 above,
                  Licensee shall indemnify and defend RADVision against any
                  claims that the Licensee's Products or Embedded Software
                  infringe any third party's issued patent or any copyright, or
                  violates any third party's trade secret or other intellectual
                  property right(s), provided that RADVision gives Licensee
                  prompt written notice of any claim, sole authority to defend
                  or settle as it sees fit, and reasonable cooperation at
                  Licensee's expense. Licensee shall not make any warranty on
                  RADVision's behalf.

6.       DELIVERY AND PAYMENT. For the rights granted herein, Licensee agrees to
         pay RADVision a License fee for the Licensed Software, as described in
         Exhibit B attached hereto.

         6.1.     ROYALTY PAYMENTS. In addition to the one time license fee,
                  Licensee agrees to pay RADVsion a "royalty fee", according to
                  one of the "royalty fee" payment options listed in Exhibit C,
                  for each copy of the Licensed Software derivative which is
                  distributed outside the Licensee Premises, whether as an
                  Embedded Software, a Modification or in any other way. No
                  "royalty fee" will be due on copies of the Licensed Software
                  which are used within the Licensee Premises for development
                  purposes.

                  The Licensee agrees to keep true and accurate records and
                  books of account containing all data necessary for the
                  calculation of the "royalty fee" payable to RADVision. Such
                  records and books of account shall be open at all reasonable
                  times during business hours for inspection by an independent
                  authority, upon reasonable written notice having been given by
                  RADVision, not more often than once per annum however, in the
                  absence of cause for inquiry.

                  Following the signing of this Agreement by both parties, the
                  Licensee shall prepare a statement in respect of each calendar
                  quarter or part thereof, detailing the number of copies of the
                  Embedded Software sold/distributed and the number of ports
                  (concurrent calls) per Embedded Software, and the amount of
                  royalties due to RADVision. Such a statement shall be
                  submitted to RADVision within 30



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                  days of the end of such calendar quarter or part thereof to
                  which it relates, together with a remittance for the "royalty
                  fee" due to RADVision. If RADVision shall give written notice
                  to the Licensee within 30 days of the receipt of any such
                  statement that it does not accept the same such statement,
                  such statement shall be certified independently. The Licensee
                  shall make available all books and records required for the
                  purpose of such certification and the statement so certified
                  shall be final and binding between the parties. The costs of
                  such certification shall be the responsibility of the Licensee
                  if the Licensee's statement is certified to be inaccurate by
                  more than 5%, and the responsibility of RADVision if the
                  Licensee's statement is certified accurate, or inaccurate by
                  less than 5%. Following any such certification the parties
                  shall make any adjustments necessary in respect of the
                  "royalty fee" already paid to RADVision in relation to the
                  calendar quarter in question.

         6.2.     LATE PAYMENT CHARGES. RADVision reserves the right to levy an
                  interest charge for outstanding amounts not received in
                  accordance with payment terms in Exhibit C attached hereto.
                  This charge will take the form of interest at a monthly
                  compounded rate of 2.5% on all amounts outstanding for more
                  than 60 (sixty) days from the due date of payment. Interest
                  will be due on the 61st (sixty first) day for the preceding 60
                  (sixty) days and thereafter levied monthly until arrears plus
                  interest have been cleared. This charge applies to amounts
                  outstanding in respect of the Licensed Software and/or
                  "royalty fee" Payments.

7.       MAINTENANCE.

         7.1.     SERVICES. RADVision or its agents shall provide Licensee with
                  site license maintenance services and support services of the
                  Licensed Software as outlined in EXHIBIT D. Support will only
                  be provided to the unmodified Licensed Software for a release
                  that is current within six months and through a single
                  Licensee-designated contact on the Licensee Premises.
                  RADVision may, after providing Licensee ten days advance
                  written notice, discontinue support services during any period
                  that Licensee remains in arrears of any of the fees owed to
                  RADVision hereunder.

         7.2.     TERM. The initial term of the maintenance services shall BEGIN
                  upon Licensee's receipt of the Licensed Software under this
                  Agreement, and shall continue until the third anniversary of
                  the Effective date. Thereafter, the maintenance services may
                  be renewed for additional one year term according to the
                  options below:

                  Licensor notifies the Licensee in writing 60 days prior to the
                  end of the then current maintenance term, and Licensee
                  replies, in not more than 10 days from receiving Licensor's
                  notice, of its wish in one of the following options: 1
                  -Licensee shall pay the annual maintenance fee as specified in
                  Exhibit C



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                  section 3, and maintenance services will be renewed for a one
                  year period, 2 -- Licensee shall pay the Yearly Down Payment
                  as specified in Exhibit C section 3 and maintenance services
                  will be renewed for a one year period. Or 3 -- Licensee shall
                  not pay the annual maintenance fee and the maintenance
                  services will not be renewed (this option will not affect the
                  obligation to pay Royalties). In case Licensor or Licensee
                  fails to perform the above option 3 will automatically be
                  selected.

         7.3.     FEES AND PAYMENT. The initial maintenance and support fees are
                  set forth in Section 3 of Exhibit C. RADVision will provide
                  Licensee with written notice at least thirty days prior to the
                  beginning of the second term of the fee for such term and at
                  least thirty days prior to the beginning of any subsequent
                  term of any price increase for that term. Support fees are due
                  within thirty days of RADVision's invoice date. RADVision will
                  invoice Licensee for the support services thirty days prior to
                  the beginning of the applicable support year.

8.       NOTICES. When any notice is required or authorized hereunder, such
         notice shall be given in writing by recognized overnight express
         service or personal delivery addressed to the other party as specified
         below, or such other address as may be requested in writing by the
         party to be notified. A notice shall be deemed given ten (10) working
         days after deposited in the mail:

      LICENSOR                                   LICENSEE:
      RADVISION:                                 RADCOM:
      RADVision Ltd.                             RADCOM Ltd.
      24 Raul Wallenberg Street                  12 Hanechoshet Street
      Tel Aviv 69719, Israel                     Tel Aviv 69710, Israel
      cc: Attn: Legal Department





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9.       TERM, TERMINATION AND SURVIVAL.

         9.1.     TERM. The term of this Agreement shall commence on the date
                  first written above and unless otherwise terminated or
                  canceled as provided herein will continue thereafter pursuant
                  to the terms hereof.

         9.2.     TERMINATION. If Licensee fails to pay any fees specified in
                  Section 6 within sixty (60) days of the due date, the licenses
                  granted herein to Licensee shall immediately terminate,
                  provided that RADVision has provided written notice to
                  Licensee, detailing such failures no less than 10 business
                  days prior to the termination. If at any time Licensee is in
                  breach of any material provisions hereof, and such breach
                  continues for at least sixty (60) days after written notice
                  thereof, it shall be considered a default and RADVision may
                  terminate all licenses granted.

         9.3      Other Events of Termination. Notwithstanding 9.2 above,
                  RADVision or Licensee, as the case may be, shall be entitled
                  to notify the other party of immediate termination of this
                  Agreement in any of the following events:

                  (i)      all of the assets of the LICENSEE is sold or
                           otherwise transferred to any Competitor of RADVision;

                  (ii)     LICENSEE is merged or consolidated with any
                           Competitor of RADVision;

                  (iii)    a receiver, trustee, or liquidator of the other party
                           is appointed for a significant portion of its
                           properties or assets;

                  (iv)     the other party admits in writing its inability to
                           pay its debts as they mature;

                  (v)      the other party makes a general assignment for the
                           benefit of creditors;

                  (vi)     the other party is adjudicated as bankrupt or
                           insolvent;

                  (vii)    a petition for the reorganization of one of the
                           parties or an arrangement with its creditors, or
                           readjustment of its debts, or its dissolution or
                           liquidation is filed under any law or statute, and
                           approved by court;

                  (viii)   the LICENSEE becomes subject to the control of any
                           competitive firm or company;

                  (ix)     Licensee notifies Licensor not later than December 20
                           that it desires to terminate the agreement;


         9.4.     FORCE MAJURE. Neither RADVision nor Licensee shall be liable
                  for any delays in the performance of any of its obligations
                  hereunder due to fire, strike, war, riots, acts, of any civil
                  or military authority, acts of God, judicial action
                  unavailability or shortages of materials or equipment,




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                  failures, or delays in delivery of vendors and suppliers or
                  delays in transportation and the like.

         9.5.     EFFECTS OF TERMINATION. Following any termination or
                  cancellation of this Agreement or the licenses granted herein:
                  (i) Subject to the provisions specified herein below,
                  immediately upon RADVision request, Licensee will either
                  destroy or send to RADVision (on Licensee's expense) all
                  copies of the Licensed Software and the Documentation; (ii)
                  Licensee may use the Embedded Software only to support its
                  then current licensees, but may not use or distribute any
                  version of the Embedded Software for any other purpose; (iii)
                  Licensee's rights to continue to distribute or market the
                  Embedded Software shall immediately cease, and the rights of
                  all distributors to continue to distribute or market the
                  Embedded Software shall also cease unless Licensor, at its
                  sole discretion, negotiates special provisions to Licensee's
                  distributor agreements regarding discontinuance of products;
                  and (iv) all of RADVision's obligations hereunder shall cease.
                  So long as Licensee has any copy of the Licensed Software or
                  Embedded Software, Licensee shall continue to be bound by the
                  terms hereof. Notwithstanding anything to the contrary, no
                  cancellation or termination of this Agreement or any of the
                  Licenses granted herein will have any effect on the rights of
                  an End User to continue to use any copy of the Embedded
                  Software previously licensed in accordance with the terms
                  hereof. Licensee covenants that it will promptly notify its
                  distributors of any termination or cancellation of this
                  Agreement and immediately disclose such notification to
                  Licensor.

         9.6.     SURVIVAL. Sections 3, 4.1, 5 6 and 11 shall survive the
                  expiration and termination of this Agreement for any reason.
                  Provisions of the sections which, by their nature, must remain
                  in effect beyond the termination of this Agreement shall also
                  survive. Payments which accrue or are due before termination
                  of this Agreement shall survive the expiration or termination
                  of this Agreement.

10.      Joint Cooperation.

         10.1     INTEROPERABILITY. Licensee acknowledges the strategic
                  importance of maintaining interoperability between Licensee's
                  products using the Embedded Software and RADVISION H.323
                  gateway products. Prior to releasing products using the
                  Embedded Software, Licensee agrees to test the
                  interoperability between the Embedded Software and RADVISION
                  H.323 gateway. Licensee will notify RADVISION of any
                  interoperability problems that Licensee cannot resolve. In
                  such event, RADVISION and Licensee will cooperate in resolving
                  the problem.

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         10.2     PUBLICITY. The particular terms and conditions of this
                  Agreement are confidential and shall not be disclosed by
                  either party without the prior written consent of the other
                  party. No public announcements relating to this Agreement
                  shall be issued by either party without giving the other party
                  prior written notice and without joint agreement of the timing
                  of such announcements. Notwithstanding anything stated herein,
                  the parties agree to issue a joint press release announcing
                  the relationship initiated hereunder and to cooperate in other
                  joint promotional opportunities and announcements. Licensor
                  shall inform its software customers of Licensee Products in a
                  manner to be mutually agreed upon by the parties.

         10.3     Cooperation. Licensor shall provide Licensee with requests
                  and/or other information regarding Licensee's planned Licensee
                  Product.

         10.4     Licensor will discuss with Licensee the option of cooperation
                  regarding Licensee Products before supplying competing
                  products to its software customers. or together with its
                  software package.



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11     MISCELLANEOUS.

         11.1     CHOICE OF LAW. This Agreement shall be governed by the
                  substantive laws of the State of Israel.


         11.2     WAIVER. No delay, omission, or failure to exercise any right
                  or remedy provided herein shall be deemed to be a waiver
                  thereof or an acquiescence in the event giving rise to such
                  right or remedy, but every such right or remedy may be
                  exercised, from time to time as may be deemed expedient by the
                  party exercising such remedy or right.

         11.3     TAXES. Licensee shall be solely responsible for any sales,
                  use, service, withholding tax or other tax levied or incurred
                  on account of the Agreement or the activities hereunder,
                  except for any tax based upon the net income of RADVision.

         11.4     LIMITATION OF LIABILITY. Notwithstanding anything to the
                  contrary contained herein, in no event will RADVision's total
                  liability hereunder exceed the fees paid to RADVision by
                  License hereunder.

         11.5     ARBITRATION. Except as stated below, any controversy or claim
                  arising out of or relating to this Agreement or the breach
                  hereof, except as stated below, shall be settled by
                  Arbitration in the State of Israel in accordance with the
                  Israeli Arbitration Law, and the Judgment upon any award
                  rendered by the arbitrator or arbitrators may be entered in
                  any court having jurisdiction thereof. The provisions of this
                  Agreement relating to RADVision's rights in and to the
                  Licensed Software shall not be arbitratable. The award of the
                  Arbitrator shall be final, non-appealable and binding upon the
                  parties hereto and their respective successors and permitted
                  assigns.

         11.6     INVALIDITY. If any provision herein is ruled too broad in any
                  respect to permit the full enforcement thereof, or if any
                  provision herein is ruled in violation of Israeli law, then
                  such provision shall be limited only so far as it is necessary
                  to allow conformance to the law, and as so limited shall be
                  deemed a part hereof herein. If it is not possible for any
                  invalid provision to be so limited, such provision shall be
                  deleted from the Agreement, but the remaining provisions shall
                  remain in full force and effect.

         11.7     DAMAGES. In no event will RADVision be liable to the Licensee
                  or any third party for any indirect, incidental, special or
                  consequential damages, whether in an action in contract, tort
                  or otherwise whether foreseeable or not, including without
                  limitation, damages for loss of business profits,



                                       15
<PAGE>

                  revenues, data, or business interruption, resulting from or
                  arising out of the use of or inability to delivery,
                  performance or use the Licensed Software, even if RADVision
                  has been advised of the possibility of such.

                  The provisions of this Agreement allocate the risks between
                  Licensor and Licensee. Licensor's pricing reflects this
                  allocation of risk and the limitations of liability specified
                  herein.

         11.8     ASSIGNMENT. Neither this Agreement nor any of Licensee's
                  rights granted herein may be assigned or transferred by
                  Licensee, whether voluntarily or by operation of law, without
                  the prior written permission of RADVision and any attempt to
                  do so shall be without effect. Assignment shall be deemed to
                  include (i) all or substantial part of the assets of the
                  Licensee being sold or otherwise transferred to any person;
                  (ii) the Licensee being merged or consolidated with any other
                  person; and (iii) Licensee becoming subject to the control of
                  any competitive firm or company.

         11.9     EXPORT. Licensee understands that the Licensed Software may be
                  a regulated commodity under the export control laws of the
                  United States and the regulations thereunder, as amended from
                  time to time, and may require a license to export such.
                  Licensee is solely responsible for any required export
                  license, and shall obtain any such required license(s).

         11.10    RELATIONSHIP OF PARTIES. Nothing contained herein shall be
                  deemed to create an employer-employee relationship between
                  RADVision and Licensee, nor any agency, joint venture or
                  partnership relationship between the parties. Neither party
                  shall have the right to bind the other to any obligation, nor
                  have the right to incur any liability on behalf of the other.

         11.11    INTEGRATION. This Agreement is the complete and exclusive
                  agreement between the parties with regard to the subject
                  matter hereof and supersedes the prior discussions,
                  negotiations and memoranda related hereto. Any Licensee
                  purchase order issued for the software, documentation, or
                  services provided hereunder shall be for the sole purposes of
                  administrative convenience and shall be subject to the terms
                  hereof.

         11.12    LIMITATION OF SALES For a twenty four (24) months period from
                  the Effective Date, Licensor will not supply any product
                  competing directly as a stand alone product with Licensee
                  Product, except for to its own customers, or to new customers
                  as part of its software packages.


                                       16
<PAGE>

         11.13    NON-SOLICITATION. During the term hereof and for one year
                  thereafter, and unless otherwise approved in writing by the
                  other party, both parties shall not, directly or indirectly
                  hire or solicit any employee of the other party or anyone who
                  was an employee, consultant or independent contractor of the
                  other party at any time within the three-month period
                  immediately prior thereto or encourage any employee,
                  consultant, independent contractor or agent of the other party
                  to terminate such employment, or agency or other relationship.

         11.14    EXHIBITS. Attached hereto and incorporated herein by this
                  reference are the following exhibits:

                  Exhibit A: Itemization of Licensed Software.
                  Exhibit B: Licensee's Products covered under this Agreement
                  Exhibit C: License, Royalties and Support Fees.
                  Exhibit D: Maintenance and Support obligations.
                  Exhibit E: Options for future SW purchases.
                  Exhibit F: Listed Subcontractors

         11.15    FURTHER DOCUMENTS. The parties agree to execute any document
                  reasonably requested by the other to perfect the rights
                  granted herein.

         11.16    COUNTERPARTS. This Agreement may be executed in multiple
                  original counterparts, each of which will be an original, but
                  all of which taken together shall constitute one and the same
                  document if bearing an authorized signature of RADVision and
                  Licensee.

         11.17    TRAINING. Licensor will give Licensee a free training session
                  of 1.5 to 2 days in Israel.


In witness whereof, the parties have executed this Agreement as of the date
first above written.


     RADVISION:                                 LICENSEE:


     Name:                                       Name:
          ------------------                         ----------------
               (SIGNATURE)                               (SIGNATURE)


     Name:___________________                    Name:___________________
                   (PRINT)                                   (PRINT)



                                       17

<PAGE>




                                                       EXHIBIT A

                        ITEMIZATION OF LICENSED SOFTWARE

1.       Licensed Software:

         1.1      H.323 Protocol Stack, in a source code form for Windows 95/NT
                  (or other Windows versions that are usable with this source.
                  The source will support Windows 98):

         H.323    Conference Manager: Layer of abstraction that hides details of
                  implementation of H.245 and H.225 from application. It also
                  provides inter-protocol procedures as described in the ITU-T
                  H.323 recommendation.

         H.225    (Q.931, RAS and RTP/RTCP): Media Stream Packetization and
                  Synchronization for Visual Telephone Systems on Non Guaranteed
                  Quality of Service LANs

         H.245:   Control of communications between Visual Telephone Systems and
                  Terminal Equipment.

         1.2      Call Repeater and Registration Maker in source code

         2.       Delivery:

The Licensed Software will be delivered to Licensee within five (5) business
days from the receipt by RADVision of a signed copy of this Agreement.



                                       18
<PAGE>




                                    EXHIBIT B
                LICENSEE'S PRODUCTS COVERED UNDER THIS AGREEMENT

TESTING TOOLS FOR H.323 APPLICATIONS BUILT AROUND LICENSED SOFTWARE AND BASED ON
WIN 95/NT OPERATING SYSTEM (or other Windows versions that are usable with the
source referred to in Exhibit A. The source will support Windows 98)
















                                       19
<PAGE>


                                    EXHIBIT C
                       LICENSE, ROYALTIES AND SUPPORT FEES


1.    LICENSE FEE AND ROYALTY FEES:

         1.1      The License Fee for the Licensed Software as specified in
                  Exhibit A is fifty thousand USD ($50,000)

         1.2      ROYALTY FEES:

                  ROYALTIES WILL BE PAID ACCORDING TO THE FOLLOWING SCHEDULE:

             *    Up to $260k of total Royalty payments - seven hundred USD
                  ($700) per Licensee Product or 7% of Licensee formal US list
                  price of Licensee Product (the lower between the two).
             *    Between $260k and $500k of total Royalty payment - three
                  hundred USD ($300) per - Licensee Product or 2.94% of Licensee
                  formal US list price of Licensee Product (the lower beween the
                  two)
             *    Between $500,001k and $1mk of total Royalty payment - one
                  hundred and fifty USD ($150) per Licensee Product or 1.47% of
                  Licensee formal US list price of Licensee Product (the lower
                  between the two)
             *    Above $1mk of total Royalty payments - seventy five USD ($75)
                  per Licensee Product or 0.7% of Licensee formal US list price
                  of Licensee Product (the lower between the two)

             Upon Release Date or by December 20 1999 (the earlier of the two)
             unless Licensee has terminated the Agreement by that date Licensee
             shall pay Licensor an unrefundable down payment of fifty thousand
             USD ($50,000) (the "Down Payment"). Future royalties (except for
             the Second Down Payment defined below, and Yearly Down Payments)
             calculated according to the above schedule, will be credited
             against the Down Payment.

             In addition to the Down Payment. Licensee shall pay Licensor
             seventy thousand USD ($70,000) (the "Second Down Payment") on the
             one year anniversary of the due date of the Down Payment. Future
             royalties except for the Yearly Down Payment (accrued after the
             Down Payment) calculated in accordance with the above schedule will
             be credited against the Second Down Payment.

             To the extent Licensor provides its distributors with demonstration
             modules of Embedded Software, which units are not available for
             sale, nor sold, by

                                       20
<PAGE>


             Licensee's distributors, no additional Royalty Fees will be
             due for RADVision for these units.

3.     MAINTENANCE AND SUPPORT FEES:

       Licensee shall pay Licensor an annual support fee equal to Seventeen
       thousand USD ($17,000) for the Licensed Software. The annual support fee
       shall cover support services provided to a single point of contact
       assigned to any Licensee development team responsible for Licensee
       Products as specified in Exhibit B above, built around the Embedded
       Software as specified herein:

       The first annual Support Fee is due on the third anniversary of the
       Effective Date and will cover a one year period starting on the third
       Anniversary of the Effective Date. The annual support fee for any
       subsequent yearly periods during the term of this Agreement shall be due
       and payable within thirty (30) days after the anniversary of the
       effective date as invoiced by RADVision in accordance with section 7.2 of
       the Agreement.

       Notwithstanding the above, starting from the first annual Support Fee,
       Licensee shall have an option to pay an unrefundable down payment of
       twenty seven thousand USD ($27,000) ("Yearly Down Payment") as a first
       payment on account of the Royalty Fee for the following one year period .
       This down payment will exempt Licensee from the payment of Maintenance
       and Support Fee for the then current maintenance fee as specified in
       section 7.2. This down payment will not be reimbursed even if the total
       Royalty fee due for the following year will end up to be less than
       $27,000. This down payment will not exempt Licensee from payment of
       Royalties due over and above $27,000. The Yearly Down Payment of $27,000
       may be updated from time to time by adding the same amount which added to
       the maintenance fees as mentioned in Section 7.3.

4.    PAYMENT TERMS:

         4.1  - License fee - 50% upon signing this agreement and 50% sixty
              (60) calendar days after receipt of the License.

         4.2  - Royalty fee - as specified in Section 6.1 of this Agreement.
              In addition, the minimum payments specified in section 1.2 of
              this exhibit will be due and payable as follows:

              1.       The Down Payment will be due at the Release Date, or
                       on December 20th 1999 (the earlier of the two).
                       Unless Licensee has terminated the agreement by
                       December 19 by a written notification.



                                       21
<PAGE>

               2.      Second Down Payment will be due and payable on the
                       one year anniversary of the due date of the Down
                       Payment.

5.       Bank Remittance Information:

Bank Ha'Poalim B.M.
Hadar Yossef Branch (610)
Account No. 377906

NOTE: All prices quoted are in US dollars (HEREIN USD OR $) and exclude any
applicable taxes and freight costs. Licensee is responsible for all fund
transfer changes.










                                       22
<PAGE>


                                    EXHIBIT D

                       MAINTENANCE AND SUPPORT OBLIGATIONS

Maintenance services for the Licensed Software include:

*     Back end maintenance releases including Bug Fixes and Updates (including
      all Licensed Software as specified in Exhibit A). Licensor will provide
      Licensee with reasonable updates and additions to the Call Repeater and
      Registration Maker.

      In case Licensor is notified of any bug, error, or malfunction in the
      Licensed Software by Licensee, Licensor shall have such bug, error, or
      malfunction fixed within reasonable period of time. Licensor will make
      best efforts to give initial response regarding critical bug, error, or
      malfunction within one (1) working day and have Licensor fixed such
      critical bug, error, or malfunction within three (3) working days from
      notification by Local Representative or Licensee. For any bug error or
      malfunction with higher importance than degraded operation (i.e. regarding
      nonessential functions) fixing will not exceed 30 days in any event..

      In case Licensor is asked any question by Licensee, Licensor will make
      best effort to respond to Licensee within three (3) working days on
      questions with regular priority and within one (l) working day on
      questions with high priority.

      Reasonable telephone and email support during working hours.




Note: Licensee's services hereunder shall not extend to any Licensed Software or
components thereof which have been subject to misuse, accident or improper
installation or maintenance, or to any Licensed Software or component thereof
that has been modified, repaired or altered by Licensee or its end users or
customers, except as authorized by RADVision.

It is intended that RADVision and Licensee will work within the framework of
these guidelines. In the event that an exceptional circumstance arises, the
Parties will discuss the circumstances and mutually agree on the correct course
of action to take. Exceptions may include but are not limited to the
impossibility of Licensee to perform, the severity of the error, or the
availability of a more efficient approach.



                                       23
<PAGE>



                                    EXHIBIT E

                         Options for future SW purchases

1. LICENSE AND ROYALTY FEES FOR H.450.1, H.450.2, AND H.450.3:

Licensor grants the Licensee a two year option to purchase the H.450 module
(including H.450.1, H.450.2, and H.450.3) according to the provisions specified
in this agreement, including the other exhibits, and according to the following
schedule of payments:

       o  Initial License fee due at receipt of the software: ten thousand USD
          ($10.000)

       o  Prepayment of Royalty fee of seven thousand USD ($7,000) due when the
          first anniversary of the receipt of the H.450 module falls

       o  Prepayment of Royalty fee of four thousand USD ($4,000) due when the
           second anniversary of the receipt of the H.450 module falls

Maintenance fee to the above option:

Licensee shall pay Licensor an annual maintenance fee starting on the third
anniversary of the Effective Date for the following year for the H.450.1,
H.450.2, H.450.3 ("Maintenance Fee") equal to three thousand USD (53,000). The
Maintenance Fee shall cover support services provided to a single point of
contact to any Licensee development team responsible for Licensee's Products
built around the Embedded Software. The annual support fee for any subsequent
yearly periods during the term of this Agreement shall be due and payable within
thirty (30) days after the anniversary of the effective date as invoiced by
RADVision. Licensee shall have the option to add a yearly amount of three
thousand USD ($3,000) to the Yearly Down Payment and be exempt from this
Maintenance Fee, according to the same provisions as delineated in Exhibit C
section 3.

3. H.235 Licensor shall give Licensee the option to purchase the H.235 module at
a 30% discount, and in addition will spread the total payment of the License and
the first two year maintenance. The spread of the total payment above will be of
50% 30% and 20% to be due on the delivery date, the first and second
anniversaries thereafter respectively.

4. Licensor shall give Licensee a 30% discount on other H.323 Stack related
software packages, and not including RADVision's Gatekeeper.



                                       24
<PAGE>


                                    EXHIBIT F

                              Listed Subcontractors


                                     [None]

















                                       25