EXHIBIT
      C1


    


    FIXED
      CHARGE AGREEMENT

    


    THIS
      FIXED CHARGE AGREEMENT
      (the
“Agreement”)
      is
      made and executed on
      the
the
      1st
      day of
      April, 2008, by and among RADCOM LTD., an Israeli company, of 24 Roul Wallenberg
      Street, Tel Aviv 69719, Israel (the “Pledgor”),
      and
      the entities identified in the signature page below (collectively, the
      "Lenders”),
      with
      offices located at 16 Abba Eben Blvd., Herzliya Pituach, Israel all of which
      shall be represented exclusively hereunder by Plenus Management (2004) Ltd.
      and
      Plenus Management III 2007 Ltd. (collectively, “Plenus
      Management”).

    


    WHEREAS,
      the Lenders and the Pledgor have entered into that certain Loan Agreement (the
      “Loan
      Agreement”)
      dated
      as of April 1, 2008; and

    


    WHEREAS,
      the Pledgor has agreed to enter into this Agreement in order to secure the
      payment of all amounts due or which may become due to the Lenders pursuant
      to
      the Loan Agreement and other agreements ancillary thereto;

    


    NOW,
      THEREFORE, IT IS AGREED AS FOLLOWS:

    


    1. Interpretation.
      The
      Preamble to this Agreement constitutes a part hereof. All capitalized terms
      used
      and not otherwise defined herein shall have the meaning assigned to such terms
      in the Loan Agreement.

    


    2.  Security.
      To
      secure the timely payment of all amounts due or which may become due to the
      Lenders from the Pledgor pursuant to the Transaction Documents (collectively,
      the “Secured
      Obligations”),
      the
      Pledgor hereby unconditionally pledges and grants the Lenders a first priority
      fixed charge (the “Fixed
      Charge”)
      on all
      the Intellectual Property (as defined below) currently owned by the Pledgor
      or
      which shall be owned during the term of the Loan Agreement by the Pledgor,
      including, but not limited to, any registered Intellectual Property and
      applications for the registration of Intellectual Property, worldwide
      (collectively, the "Collateral").
      The
      Collateral shall include, but shall not be limited to, the Intellectual Property
      and other assets described in Annex
      A attached
      hereto.
      The
      registered Intellectual Property currently owned by the Pledgor and the current
      applications for the registration of Intellectual Property filed by the Pledgor,
      are described in Annex
      B attached
      hereto.

    


    The
      Pledgor undertakes, so long as the Secured Obligations are not fully
      paid:

    


    (i)
      to
      inform Plenus Management in writing of any additional registration of
      Intellectual Property and to promptly take all such steps as shall be required
      in order to amend Annex A to reflect such new registrations; and

    


    (ii)
      without derogating from the foregoing, to prepare and file the applicable
      documents with the U.S Patent and Trademark Office (the “USPTO”)
      as
      required in order to perfect a security interest (the “Lien”)
      over
      the Collateral in order to protect the Lenders' rights pursuant to this
      Agreement and to cause the Fixed Charge created pursuant to this Agreement
      to be
      registered also in each and every country in which Intellectual Property of
      the
      Pledgor is registered. Without derogating from the foregoing, the Pledgor will
      update such filings following the registration of such Intellectual
      Property.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      Pledgor represents that as of the date hereof it has three Subsidiaries, Radcom
      Equipment, Inc, Radcom (UK) Ltd. and Radcom Investments (1996) Ltd.,
and
      except for Radcom Equipment, Inc., none
      of
them
      owns any
      registered Intellectual Property.   The
      Pledgor undertakes to inform Plenus Management in writing of any registration
      of
      Intellectual Property under the name of any Subsidiary or
      any
      future
      subsidiary and will promptly take all such steps as shall be required in order
      to cause such subsidiaries to execute an agreement substantially similar to
      this
      Agreement and make the applicable filings. Furthermore, should the Pledgor
      file
      for the registration of any Intellectual Property in the United States or
      elsewhere, it shall promptly inform Plenus Management in writing and, if
      requested by Plenus Management will execute an appropriate Intellectual Property
      security agreement and shall make the applicable filings.

     

    For
      purposes of this Agreement, the term “Intellectual
      Property”
      or
“Intellectual
      Property Rights”
shall
      be deemed to refer to (i) copyright; (ii) patents and any rights thereunder
      and
      all registrations, and renewals in connection therewith; (iii) trademarks,
      service marks, together with all translations, adaptations, derivations, and
      combinations thereof, and all registrations and renewals in connection
      therewith; and (iv) all copyrighted computer software, in each case on a
      worldwide basis, and all copies and tangible embodiments thereof, or any part
      thereof, in whatever form or medium.

     

    3. Incorporation
      by Reference.
      The
      acceleration provisions set forth in Section 3 of the Loan Agreement, as amended
      from time to time, are incorporated herein by this reference.

    


    4. Encouragement
      of Research and Development in the Industry Law.
      The
      Lenders hereby acknowledge that the security interests granted hereunder with
      respect to the Intellectual Property of the Pledgor is hereby made subject
      to
      the provisions of the Encouragement of Research and Development in the Industry
      Law, 5744-1984 (the ‘R&D
      Law’)
      (such
      Intellectual Property, “Funded
      IP”)
      and is
      subject to the Chief Scientist’s Rights (as hereinafter defined). In addition,
      the Lenders hereby acknowledge that any realization of any charge, lien or
      encumbrance, fixed or floating, of the Funded IP, including the sale of the
      Funded IP and its transfer within the framework of realization procedures,
      will
      require the approval of the Research Committee (as hereinafter defined).
      Likewise, any realization or transfer of said Funded IP will also be conditional
      upon the potential buyer or transferee undertaking to assume obligations in
      accordance with the R&D Law (including without limitation, Sections 18, 19
      and 19A thereof and the obligation not to transfer the Funded IP to another
      entity unless the Research Committee approves the transaction) and in accordance
      with the terms of the program pursuant with which funds were provided to the
      Pledgor.


     

    In
      this
      Agreement, the ‘Chief
      Scientist's Rights’
      shall
      mean all the rights, powers and privileges of the Israeli Office of the Chief
      Scientist under the Ministry of Industry and Trade (the "OCS"),
      including without limitation, all the rights, powers and privileges of the
      Industrial Research and Development Committee (the "Research
      Committee"),
      by
      virtue of an instrument of approval granted pursuant with the R&D Law and
      the OCS rules and regulations.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    5.
       Covenants.

    


    (a)
      The
      Pledgor will take all action deemed by the Pledgor, in its reasonable commercial
      judgment, to be necessary to maintain all of the registered Intellectual
      Property Rights in full force and effect, including, without limitation, using
      the proper statutory notices and markings, and subject to its reasonable
      commercial discretion the Pledgor will not take any action or knowingly refrain
      from taking any action whereby any registered Intellectual Property may become
      invalidated; provided,
      however,
      that so
      long as no Event of Acceleration has occurred and is continuing, the Pledgor
      shall not have an obligation to use or to maintain any registered Intellectual
      Property Rights of the Pledgor (A) that relates solely to any product or work,
      that has been, or is in the process of being, discontinued, abandoned or
      terminated, (B) that is being replaced with Intellectual Property substantially
      similar to the registered Intellectual Property that may be abandoned or
      otherwise become invalid, so long as the failure to use or maintain such
      registered Intellectual Property does not materially adversely affect the
      validity of such replacement Intellectual Property and so long as such
      replacement Intellectual Property is subject to the Fixed Charge and Lien
      created by this Agreement; (C) that is substantially the same as another
      registered Intellectual Property that is in full force, so long as the failure
      to use or maintain such registered Intellectual Property does not materially
      adversely affect the validity of such replacement Intellectual Property and
      so
      long as such other Intellectual Property is subject to the Fixed Charge and
      Lien
      created by this Agreement; or (D) that is not deemed by the Pledgor, in its
      sole
      discretion, to be required for the purpose of conducting its business as
      currently conducted or as proposed to be conducted.

    


    (b)
      The
      Pledgor shall use reasonable commercial efforts to detect infringements of
      the
      registered Intellectual Property and protect the registered Intellectual
      Property from any infringements. If any registered Intellectual Property of
      the
      Pledgor is infringed, misappropriated or otherwise violated in any material
      respect by a third party, the Pledgor shall upon learning of such infringement,
      misappropriation or other violation, to the extent the Pledgor shall deem
      appropriate under the circumstances, sue for infringement, misappropriation
      or
      other violation, seek injunctive relief where appropriate and recover any and
      all damages for such infringement, misappropriation or other violation, or
      take
      such other actions as the Pledgor shall deem appropriate under the circumstances
      to protect such registered Intellectual Property.

    


    (c)
      The
      Pledgor shall furnish to Plenus Management from time to time upon its request
      statements and schedules further identifying and describing the registered
      Intellectual Property in reasonable detail upon reasonable request of Plenus
      Management.

     

    (d)
      The
      Pledgor shall at all times maintain insurance covering the Pledgor, which is
      customary for a company of the size, the stage of development and the industry
      in which the Pledgor operates.

    


    (e)
      Subject to the provisions contained herein but without derogating from the
      covenants referred to in Section 7.3 of the Loan Agreement, the Pledgor shall
      not without the previous written consent of Plenus Management: (A) sell (or
      grant an exclusive license to) any item of the registered Intellectual Property
      or any part of the Collateral
      other
      than in the Pledgor's ordinary course of business;
      or (B)
      assign or transfer or otherwise encumber any item of the registered Intellectual
      Property or any part of the Collateral in a way that is not in the Pledgor's
      normal course of business.

     

    
      
        
        

      

      
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    6. Representations.

     

    6.1 Representations.
      The
      Pledgor hereby represents that:

    


    (i) the
      Collateral is not charged, pledged or attached to or in favor of any other
      person or entity;

     

    (ii) to
      the
      Pledgor’s knowledge, all of the registered Intellectual Property Rights and
      confidential information connected or related to any registered Intellectual
      Property created by or for the Pledgor or created by its employees, consultants
      or contractors is owned solely and exclusively by the Pledgor, except only
      for
      non-exclusive licenses granted by the Pledgor to its customers in the ordinary
      and normal course of its business as now conducted;

    


    (iii) to
      the
      Pledgor’s knowledge, there is no limitation in any provision of agreement which
      the Pledgor is a party to, which restricts the creation of a pledge and charge
      over the Collateral or, subject to Section 4 herein, the Pledgor is unaware
      of
      anything which may prevent or adversely affect Plenus Management's ability
      to
      freely sell, transfer and/or dispose of the Collateral, pursuant to the
      provisions of this Agreement, without the consent or approval of any third
      party
      or governmental authority. For the avoidance of doubt, the Pledgor shall have
      no
      liability or responsibility for the failure to exercise any charge or lien
      granted hereunder in the event that consent from the OCS and/or the Research
      Committee, as applicable, was denied;

     

    (iv) the
      Pledgor has the complete power and authority to create the Fixed Charge and
      the
      Lien over the Collateral, in accordance with the provisions hereof;

     

    (v)
       to
      the
      Pledgor’s knowledge, no assignment or other disposition is currently affecting
      the Collateral which may derogate from the value of the Collateral, subject
      to
      customary assignment provisions in commercial agreements; and

     

    (vi)
       to
      the
      Pledgor’s knowledge, there are no powers of attorney, proxies or assignments or
      delegations thereof authorizing any action to be taken on behalf of the Pledgor
      in connection with the Collateral, except as required pursuant to the provisions
      of this Agreement.

     

    6.2.
      Notification
      Requirement.
      Without
      derogating from the provisions of the Loan Agreement or any other notification
      requirement set forth herein, the Pledgor shall promptly notify Plenus
      Management, in writing, of (i) any Material Adverse Effect, or (ii) any steps
      taken or threatened for the appointment of a special manager, temporary
      liquidator, temporary receiver or trustee for or over all or any part of the
      Collateral and, if any such official is appointed, of his appointment; or (iii)
      the placement of an attachment on the Collateral or any portion thereof, or
      (iv)
      the filing against the Pledgor of any petition in liquidation or any petition
      under the provisions of applicable law for the relief of
      creditors.



    
      
        
        

      

      
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    7. Realization
      of the Fixed Charge; Authorization; Independence of Fixed Charge.
      The
      Lenders and Plenus Management shall be entitled to realize the Fixed Charge
      (in
      accordance with the provisions contained herein) as of the time that all amounts
      due to the Lenders from the Pledgor pursuant to the Loan Agreement shall become
      due and payable as a result of the occurrence of an Event of
      Acceleration.

    


    The
      Lenders undertake and confirm that: (a) the creation and realization of the
      Fixed Charge must be in accordance with the applicable Israeli laws and
      regulations and such governmental consents as may be necessary, and (b) in
      the
      event of the realization of the Fixed Charge with respect to the Funded IP
      then
      the sale, assignment and/or transfer of the Funded IP shall be subject to the
      provisions of applicable Israeli laws and regulations and the Pledgor’s
      undertakings towards the OCS.

     

    The
      Fixed
      Charge created for the benefit of the Lenders herein shall be independent of
      any
      and all other charges created or which may be created in the future for the
      benefit of the Lenders by the Pledgor or any other affiliated entity, subject
      to
      Section 1.6 of the Loan Agreement, shall not affect or be affected by such
      other
      charges and shall serve as a continuing security which shall remain in full
      force until removed in accordance with the provisions contained herein and
      in
      the Loan Agreement.

    


    8.
      Power
      of Attorney; Receiver; Additional Costs.

    


    8.1 Power
      of Attorney.
      The
      Pledgor acknowledges and agrees that Plenus Management will represent the
      Lenders in all matters pertaining to this Agreement, and hence, shall have
      the
      right and power to take any and all actions on behalf of the Lenders in
      connection herewith, including, without limitation, with respect to realization
      of the Fixed Charge. No Lender shall have any claim whatsoever against the
      Pledgor in respect of any actions taken by the Pledgor in compliance with
      instructions or demands given to it by Plenus Management. Without derogating
      from the obligations of the Pledgor under the Loan Agreement or this Agreement,
      the Pledgor hereby irrevocably appoints Plenus Management as its true and lawful
      attorney, with full power of substitution, to act in the name of and at the
      expense of the Pledgor, effective upon such time as all amounts due to the
      Lenders from the Pledgor pursuant to the Transaction Documents shall become
      due
      and payable as a result of the occurrence of an Event of Acceleration, in order
      to do any act, including, without limitation, to sign in the name of the Pledgor
      any and all documents as may, in the reasonable opinion of Plenus Management,
      be
      necessary, in order to secure the rights of the Lenders against third parties.
      Plenus Management shall notify the Pledgor in writing of any action taken by
      it
      in accordance with this Section 8.1.

     

    8.2
      Receiver.
      Subject
      to the provisions of applicable laws, upon such time as all amounts due to
      the
      Lenders from the Pledgor pursuant to the Transaction Documents shall become
      due
      and payable as a result of the occurrence of an Event of Acceleration, Plenus
      Management shall be entitled to take all such steps as it sees fit to collect
      the Secured Obligations including, without limitation, the appointment of a
      receiver or manager (the “Receiver”).
      The
      Receiver shall not be deemed the agent of Plenus Management or the Lenders
      and
      shall have all powers conferred upon it by law. The Receiver shall be empowered,
      inter alia, to do the following:

    


    8.2.1 to
      take
      possession of the Collateral and for that purpose to take any proceedings in
      the
      Pledgor’s name or otherwise as the Receiver shall see fit;



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    8.2.2 to
      sell,
      or agree to the sale of, the Collateral, in whole or in part, or to transfer
      the
      same in any other manner upon such conditions as the Receiver may see
      fit;

    


    8.2.3 to
      make
      any other arrangement with respect to the Collateral or any part thereof as
      the
      Receiver may reasonably see fit;

    


    8.2.4 to
      carry
      on, or concur in carrying on, the Pledgor’s business and raise money on the
      security of all or any part of the Pledgor’s assets;

    


    8.2.5 to
      take,
      continue or defend any proceedings and make any arrangement or compromise which
      the Receiver may see fit;

    


    8.2.6 to
      make
      and effect all repairs, improvements and insurance;

    


    8.2.7 to
      appoint managers, officers and agents for any of the above purposes, at such
      reasonable salaries as the Receiver may see fit;

    


    8.2.8 to
      call
      up any of the uncalled capital of the Pledgor;

    


    8.2.9 to
      do all
      other acts and things which the Receiver may consider to be incidental or
      conducive to any of the above powers.

    


    8.3 Additional
      Costs Relating to the Realization of the Floating Charge.
      Without
      derogating from the above, the Pledgor shall pay, upon demand, all reasonable
      actual
      costs, charges and expenses (including reasonable attorney's fees), incurred
      by
      the Lenders or Plenus Management in enforcing their rights and remedies
      hereunder. Such costs, charges and expenses shall be recoverable from the
      Pledgor as part of the Secured Obligations.

    


    9. Registration
      of Fixed Charge; Removal of the Fixed Charge.
      The
      Pledgor shall arrange for the prompt and timely registration of (i) this Fixed
      Charge with the Israeli Registrar of Companies and, if and when applicable,
      in
      the Patent and Trademarks Register maintained by the Israeli Patents and
      Trademarks Registrar and any other governmental or other agency in the world
      where Intellectual Property of the Pledgor is registered, and (ii) the Lien
      with
      the USPTO, if and when applicable, and shall bear all costs and expenses with
      respect to such registrations. The Fixed Charge and Lien shall be removed upon
      the final payment in full of all the Secured Obligations, and for such purpose,
      Plenus Management shall promptly execute and provide the Pledgor with all
      documents necessary in order to remove the Fixed Charge and Lien upon final
      payment in full of all the Secured Obligations.

    


    10. Secured
      Obligations Unlimited.
      The
      amount being secured under the Fixed Charge and Lien created pursuant to this
      Agreement shall be determined in accordance with the provisions of the Loan
      Agreement and other agreements ancillary thereto. Upon the realization of the
      Fixed Charge and Lien, payment to the Lenders shall be made in the following
      order: (i) costs
      and expenses,
      (ii) Interest and Additional Interest, (iii) any other payments (other than
      payment of the Principal Amount) and then (iv) payment of Principal
      Amount.


    
      
        
        

      

      
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    11. Miscellaneous.

    


    11.1
      Governing
      Law; Forum for Dispute Resolution.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Israel, without regard to the conflict of laws provisions thereof.
      Any dispute arising under or with respect to this Agreement shall be resolved
      exclusively in the appropriate court in Tel-Aviv, Israel. Each of the parties
      hereby irrevocably consents to the exclusive jurisdiction of such courts and
      waives and agrees not to assert any objection to the jurisdiction or convenience
      thereof.

    


    11.2 Successors
      and Assigns.
      Except
      as otherwise expressly limited herein, the provisions hereof shall inure to
      the
      benefit of, and be binding upon, the successors and assigns of the parties
      hereto.

    


    11.3
       Assignment.
      Except
      as otherwise expressly stated to the contrary herein, each of the parties hereto
      shall not assign or transfer any of its rights or obligations hereunder absent
      the prior written consent of the other party, which consent shall not be
      unreasonably withheld. Anything herein to the contrary notwithstanding but
      subject to the following sentence, each of the Lenders may assign or transfer
      its rights and obligations under this Agreement to any of the Permitted
      Transferees without having to obtain the Pledgor’s consent. The transfer of
      rights and obligations by a Lender to a Permitted Transferee shall be contingent
      upon the Permitted Transferee (i) undertaking in writing to assume all
      obligations of the assignor Lender under the Transaction Documents and this
      Agreement and (ii) irrevocably appointing Plenus Management as the
      representative of such Permitted Transferee. The foregoing provisions shall
      apply,
      mutatis mutandis,
      to the
      transfer of rights and obligations by a Permitted Transferee.

     

    11.4
      Notices.
      All
      notices and other communications required or permitted hereunder to be given
      to
      a party to this Agreement shall be in writing and shall be sent by facsimile
      or
      mailed by registered or certified mail, postage prepaid, or by electronic mail,
      or otherwise delivered personally or by courier, to the following
      addresses:

    


    if
      to the
      Pledgor - to the address set forth above – to the attention of the Chief
      Financial Officer;

    


    if
      to the
      Lenders or to Plenus Management - to the address set forth above - to the
      attention of Mr. Shlomo Karako;

    


    or
      to
      such other address, or to the attention of such other person, as either party
      shall notify the other party in writing as above provided. Any notice sent
      in
      accordance with this Section 10.4 shall be effective (i) if mailed within
      Israel, three (3) Business Days after mailing, and in other cases, within seven
      (7) Business Days after mailing, (ii) if sent by messenger, upon delivery,
      and
      (iii) if sent via fax or electronic mail, upon transmission and electronic
      confirmation of receipt or (if transmitted and received on a non-Business Day)
      on the first Business Day following transmission and electronic confirmation
      of
      receipt.


    
      
        
        

      

      
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    11.5 Amendment;
      Waiver.
      Any
      term of this Agreement may be amended and the observance of any term hereof
      may
      be waived (either prospectively or retroactively and either generally or in
      a
      particular instance) only with the written consent of the Pledgor and Plenus
      Management. No delay or omission to exercise any right, power, or remedy
      accruing to any party upon any breach or default under this Agreement, shall
      be
      deemed a waiver of any other breach or default theretofore or thereafter
      occurring. All remedies, either under this Agreement or by law or otherwise
      afforded to any of the parties, shall be cumulative and not
      alternative.

    


    11.6 Entire
      Agreement.
      This
      Agreement and the other Transaction Documents constitute the full and entire
      understanding and agreement among the parties with regard to the subject matters
      hereof and thereof. The preamble, annexes and schedules hereto are part of
      this
      Agreement. In the event of contradiction between the provisions of this
      Agreement and the provisions of the Loan Agreement, the provisions of the Loan
      Agreement shall prevail.

    


    11.7
       Counterparts.This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed and delivered shall be deemed original, but all such counterparts
      together shall constitute but one and the same instrument.

    


    11.8
       Headings.Section
      headings herein are included for convenience of reference only and shall not
      constitute a part hereof for any other purpose or be given any substantive
      effect.

    


    11.9
       Partial
      Invalidity.
      If any
      provision of this Agreement is held by a court of competent jurisdiction to
      be
      invalid or unenforceable under applicable law, then such provision shall be
      excluded from this Agreement and the remainder of this Agreement shall be
      interpreted as if such provision were so excluded and shall be enforceable
      in
      accordance with its terms; provided,
      however,
      that in
      such event this Agreement shall be interpreted so as to give effect, to the
      greatest extent consistent with and permitted by applicable law, to the meaning
      and intention of the excluded provision as determined by such court of competent
      jurisdiction.

     

    11.10
      Expenses.
      Without
      derogating from the provisions contained herein, the Pledgor shall pay for
      the
      expenses incurred in connection with the preparation, filing, perfection and
      removal of the Floating Charge pursuant to this Agreement.

    


    [SIGNATURE
      PAGES FOLLOW]


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, this
      Agreement has been executed by the parties hereto as of the date first above
      written.

    


    
      	
              RADCOM
                LTD.

            	 
	 	 	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 
	 	 	 
	
              PLENUS
                II, LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT

              (2004)
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 
	 	 	 
	
              PLENUS
                II (D.C.M.), LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT

              (2004)
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 
	 	 	 
	
              PLENUS
                III L.P., LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 
	 	 	 
	
              PLENUS
                III (D.C.M.), LIMITED

              PARTNERSHIP

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              Management
                Company

            	 
	
              By:

            	 	 
	
              Its:

            	 	 
	 	 	 


    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
              PLENUS
                III (2) LIMITED

              PARTNERSHIP.

            	 
	
              By:

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its.

            	
              General
                Partner

            	 
	
              By:

            	
              Management
                Company

            	 
	
              Its:

            	 	 
	 	 	 
	 	 	 
	
              PLENUS
                III (C.I.), L.P.

            	 
	
              By:
                

            	
              PLENUS
                MANAGEMENT III

              2007
                LTD.

            	 
	
              Its:

            	
              Management
                Company

            	 
	 	 	 
	 	 	 


    

     

    [SIGNATURE
      PAGES TO FIXED CHARGE AGREEMENT]


    
      
        
        

      

      
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    ANNEX
      A

    


    The
      Pledgor’s Intellectual Property (including registered Intellectual Property)
      shall include, without limitations, the following:

    


    1. Table
      of
      current registered Intellectual Property Rights and all applications for the
      registration of Intellectual Property Rights listed as set forth in Annex
      B
      to the
      Agreement, as amended from time to time.

    


    2.
      All
      claims for damages by way of any past, present and future infringement of any
      of
      the Pledgor’s Intellectual Property and all rights to compensation or indemnity
      which may accrue to the Pledgor by reason of damage to, or theft or infringement
      of, the Collateral.

    


    3 All
      insurance policies or the proceeds thereof in respect of the foregoing
      Intellectual Property.

     

    4.
      Any
      and all Intellectual Property registered following the Closing Date and prior
      to
      the termination of the Loan Agreement and owned by the Pledgor or any
      Subsidiary.


    
      
        
        

      

      
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    ANNEX
      B

    


    Registered
      Intellectual Property and Application for the Registration of Intellectual
      Property


    


    Trademark
      Applications:

    


    1.
      PrismLite – Registration Number: 2,217,592; Expiration Date: January 12,
      2009

    2.
      Wirespeed - Registration Number: 2,527,875; Expiration Date: January 8,
      2012

    3.
      Gearset – Trademark Application: Application Filing Date: July 21, 2006;
      Serial Number: 78941114

     

    
      
        
        

      

      
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