EXHIBIT
        10.1

      


      RADCOM
        LTD. 

       

      
        
          

        

      

      NOTICE
        OF 2005 ANNUAL GENERAL MEETING OF SHAREHOLDERS 

      
        

         

      Notice
        is
        hereby given that the 2005 Annual General Meeting of Shareholders (the
“Meeting”) of Radcom Ltd. (the “Company”) will be held on Wednesday, September
        14, 2005 at 16:00 (Israel time), at the offices of the Company, 24 Raoul
        Wallenberg Street, Tel Aviv, Israel, for the following purposes:

      


      
        	 	
                (1)

              	
                To
                  fix the number of directors on the Board of Directors at four (4)
                  and to
                  re-elect two (2) directors to serve as members of the Company’s Board of
                  Directors; 

              


      

      
        	 	
                (2)

              	
                To
                  amend the Articles of Association of the Company in order to permit
                  indemnification of directors and office holders of the Company
                  to the
                  fullest extent permitted by law;

              


      

      
        	 	
                (3)

              	
                To
                  amend the Company’s indemnification letters with each of its directors and
                  office holders in order to conform them to recent changes in the
                  law;

              


      

      
        	 	
                (4)

              	
                To
                  reappoint the Company’s independent auditors, and to authorize the
                  Company’s Audit Committee to fix their remuneration;
                  

              


      

      
        	 	
                (5)

              	
                To
                  reallocate the unutilized pool of shares reserved for issuance
                  under the
                  Company’s option plans;

              


      

      
        	 	
                (6)

              	
                To
                  approve the grant of options to purchase 30,000 Ordinary Shares
                  to each of
                  Rony Ross, Dan Barnea, and Zohar Gilon, directors of the
                  Company;

              


      

      
        	 	
                (7)

              	
                To
                  approve the grant of options to purchase 60,000 Ordinary Shares
                  to Zohar
                  Zisapel, the Chairman of the Board of Directors of the
                  Company;

              


      

      
        	 	
                (8)

              	
                To
                  discuss the auditors’ report and the consolidated financial statements of
                  the Company for the year ended December 31, 2004;
                  and

              


      

      
        	 	
                (9)

              	
                To
                  transact such other business as may properly come before the Meeting
                  or
                  any adjournment thereof.

              


      

       

      The
        Board
        of Directors recommends a vote FOR approval of all matters to be voted upon
        at
        the Meeting.

      


      Shareholders
        of record at the close of business on August 9, 2005 are entitled to notice
        of,
        and to vote at, the Meeting. All shareholders are cordially invited to attend
        the Meeting in person.

      


      Whether
        or not you plan to attend the Meeting, you are urged to promptly complete,
        date
        and sign the enclosed proxy and to mail it in the enclosed envelope, which
        requires no postage if mailed in the United States. Return of your proxy
        does
        not deprive you of your right to attend the Meeting, to revoke the proxy
        and to
        vote your shares in person.

      


      Joint
        holders of shares should take note that, pursuant to Article 32(d) of the
        Articles of Association of the Company, the vote of the senior holder of
        the
        joint shares who tenders a vote, in person or by proxy, will be accepted
        to the
        exclusion of the vote(s) of the other joint holder(s). For this purpose
        seniority will be determined by the order in which the names stand in the
        Company’s Register of Members.

      


      
        	 	
                By
                  Order of the Board of Directors,

                


                Arnon
                  Toussia-Cohen

                


                Chief
                  Executive Officer

              


      

      

      

      Dated:
        August 9, 2005

      


      The
        audited financial statements of the Company for the fiscal year ended December
        31, 2004, are not a part of the proxy solicitation material, but were filed
        together with the Company’s Annual Report on Form 20-F, which was filed on March
        31, 2005 with the SEC and is available at the SEC’s website, www.sec.gov and at
        the Company’s website, www.radcom.com.
        


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      RADCOM
        LTD.

      24
        RAOUL
        WALLENBERG STREET

      TEL
        AVIV
        69719, ISRAEL

       

      
        

         


      PROXY
        STATEMENT

       

      
        

         


      2005
        ANNUAL GENERAL MEETING OF SHAREHOLDERS 

      


      This
        Proxy Statement is furnished to the holders of ordinary shares, NIS 0.05
        nominal
        value (the “Ordinary Shares”), of Radcom Ltd. (the “Company”) in connection with
        the solicitation by the Board of Directors of proxies for use at the 2005
        Annual
        General Meeting of Shareholders (the “Meeting”), or at any adjournment thereof,
        pursuant to the accompanying Notice of 2005 Annual General Meeting of
        Shareholders. The Meeting will be held on Wednesday, September 14, 2005 at
        16:00
        (Israel time), at the offices of the Company, 24 Raoul Wallenberg Street,
        Tel
        Aviv, Israel.

      


      It
        is
        proposed that at the Meeting, resolutions be adopted as follows: 

      


      
        	 	
                1.

              	
                To
                  fix the number of directors on the Board of Directors at four (4)
                  and to
                  re-elect two (2) directors to serve as members of the Company’s Board of
                  Directors;

              


      

      
        	 	
                2.

              	
                To
                  amend the Articles of Association of the Company in order to permit
                  indemnification of directors and office holders of the Company
                  to the
                  fullest extent permitted by law;

              


      

      
        	 	
                3.

              	
                To
                  amend the Company’s indemnification letters with each of its directors and
                  office holders in order to conform them to recent changes in the
                  law;

              


      

      
        	 	
                4.

              	
                To
                  reappoint the Company’s independent auditors, and to authorize the
                  Company’s Audit Committee to fix their remuneration;
                  

              


      

      
        	 	
                5.

              	
                To
                  reallocate the unutilized pool of shares reserved for issuance
                  under the
                  Company’s option plans;

              


      

      
        	 	
                6.

              	
                To
                  approve the grant of options to purchase 30,000 Ordinary Shares
                  to each of
                  Rony Ross, Dan Barnea, and Zohar Gilon, directors of the Company;
                  and

              


      

      
        	 	
                7.

              	
                To
                  approve the grant of options to purchase 60,000 Ordinary Shares
                  to Zohar
                  Zisapel, the Chairman of the Board of Directors of the
                  Company.

              


      

      


      Additionally,
        the auditors’ report and the consolidated financial statements of the Company
        for the year ended December 31, 2004 will be discussed. 

      


      The
        Company currently is not aware of any other matters that will come before
        the
        Meeting. If any other matters properly come before the Meeting, the persons
        designated as proxies intend to vote in accordance with their judgment on
        such
        matters.

      


      A
        form of
        proxy for use at the Meeting and a return envelope for the proxy are enclosed.
        Shareholders may revoke the authority granted by their execution of proxies
        at
        any time before the exercise thereof by filing with the Company a written
        notice
        of revocation or duly executed proxy bearing a later date, or by voting in
        person at the Meeting. Unless otherwise indicated on the form of proxy, shares
        represented by any proxy in the enclosed form, if the proxy is properly executed
        and received by the Company not less than 72 hours prior to the time fixed
        for
        the Meeting, will be voted in favor of all the matters to be presented to
        the
        Meeting, as described above. On all matters considered at the Meeting,
        abstentions and broker non-votes will be treated as neither a vote “for” nor
“against” the matter, although they will be counted in determining whether a
        quorum is present.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Proxies
        for use at the Meeting are being solicited by the Board of Directors of the
        Company. Only shareholders of record at the close of business on August 9,
        2005
        will be entitled to vote at the Meeting. Proxies are being mailed to
        shareholders on or about August 12, 2005 and will be solicited chiefly by
        mail.
        However, certain officers, directors, employees and agents of the Company,
        none
        of whom will receive additional compensation therefore, may solicit proxies
        by
        telephone, telegram or other personal contact. The Company will bear the
        cost
        for the solicitation of the proxies, including postage, printing and handling,
        and will reimburse the reasonable expenses of brokerage firms and others
        for
        forwarding material to beneficial owners of shares.

      


      RECORD
        DATE; OUTSTANDING VOTING SECURITIES; VOTING RIGHTS

      


      Only
        shareholders of record at the close of business on August 9, 2005 will be
        entitled to vote at the Meeting and any adjournments or postponements thereof.
        The Company had outstanding on July 31, 2005, 14,813,797 Ordinary Shares,
        each
        of which is entitled to one vote upon each of the matters to be presented
        at the
        Meeting. Two or more shareholders of the Company holding shares conferring
        in
        the aggregate at least one-third (1/3) of the voting power of the Company,
        present in person or by proxy and entitled to vote, will constitute a quorum
        at
        the Meeting.

      


      BENEFICIAL
        OWNERSHIP OF SECURITIES BY CERTAIN

      BENEFICIAL
        OWNERS AND MANAGEMENT

       

      The
        following table sets forth certain information regarding the beneficial
        ownership of the Company’s Ordinary Shares as of July 31, 2005 by (i)
        each
        person or entity known to own beneficially more than five percent (5%) of
        the
        Company’s outstanding Ordinary Shares based on information provided to the
        Company by the holders or disclosed in public filings with the Securities
        and
        Exchange Commission,
        and
        (ii) all directors and officers as a group, based
        on
        information provided to the Company by the holders or disclosed in public
        filings with the Securities and Exchange Commission.

      


      
        	
                Name

              	 	
                Number
                  of Ordinary

                Shares
                  Beneficially Owned(1)

              	 	
                Percentage
                  of 

                Outstanding
                  Ordinary

                Shares(2)

              	 
	
                Zohar
                  Zisapel (3) (4)

              	 	 	
                3,
                  348,042

              	 	 	
                22.2

              	
                %

              
	
                Yehuda
                  Zisapel (3) (5)

              	 	 	
                2,027,161

              	 	 	
                13.6

              	
                %

              
	
                RAD
                  Data Communications Ltd (6)

              	 	 	
                177,841

              	 	 	
                1.2

              	
                %

              
	
                Star
                  Growth Enterprise, a German Civil Law 

                Partnership
                  (with limitation of liability) (7)

              	 	 	
                1,225,490

              	 	 	
                8.3

              	
                %

              
	
                J.
                  Carrlo Cannell, D/B/A

                Cannell
                  Capital Management (8)

              	 	 	
                1,705,193

              	 	 	
                11.5

              	
                %

              
	
                All
                  directors and executive officers as a group 

                (12
                  persons) (1) (2)

              	 	 	
                4,585,842

              	 	 	
                28.2

              	
                %

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      
        	
                (1)

              	
                Except
                  as otherwise noted and pursuant to applicable community property
                  laws,
                  each person named in the table has sole voting and investment power
                  with
                  respect to all Ordinary Shares listed as owned by such person.
                  Shares
                  beneficially owned include shares that may be acquired pursuant
                  to options
                  or warrants that are exercisable on or within 60 days of July 31,
                  2005.
                  

              
	 	 
	
                (2)

              	
                The
                  percentage of outstanding Ordinary Shares is based on 14,813,797
                  Ordinary
                  Shares outstanding as of July 31, 2005. For determining
                  the
                  percentage owned by each person, Ordinary Shares for each person
                  includes
                  Ordinary Shares that may be acquired by such person pursuant to
                  options
                  and warrants to purchase Ordinary Shares that are exercisable within
                  60
                  days of July 31, 2005.

                The
                  number of outstanding Ordinary Shares does not include shares that
                  were
                  repurchased by the Company.

              
	 	 
	
                (3)

              	
                Includes
                  beneficial ownership of Messrs. Zohar Zisapel and Yehuda
                  Zisapel of
                  Ordinary Shares held by RAD Data Communications Ltd., an Israeli
                  company.
                  

              
	 	 
	
                (4)

              	
                Includes
                  167,862 Ordinary Shares and warrants to purchase 9,979 Ordinary
                  Shares
                  owned of record by RAD Data Communications Ltd., 54,500 Ordinary
                  Shares
                  owned of record by Klil and Michael Ltd., an Israeli company, 110,000
                  Ordinary Shares issuable upon exercise of options exercisable within
                  60
                  days of July 31 2005, and warrants to purchase 129,377 Ordinary
                  Shares.
                  Zohar Zisapel is a principal shareholder and director of each of
                  RAD Data
                  Communications Ltd. and Klil and Michael Ltd. and, as such,
                  Mr. Zisapel may be deemed to have voting and dispositive
                  power over
                  the Ordinary Shares held by RAD Data Communications Ltd. and Klil
                  and
                  Michael Ltd. Mr. Zisapel disclaims beneficial ownership
                  of these
                  Ordinary Shares except to the extent of his pecuniary interest
                  therein.

              
	 	 
	
                (5)

              	
                Includes
                  167,862 Ordinary Shares and 9,979 warrants to purchase Ordinary
                  Shares
                  owned of record by RAD Data Communications Ltd. and 910,360 Ordinary
                  Shares owned of record by Retem Local Networks Ltd., an Israeli
                  company,
                  and 116,246 warrants to purchase Ordinary Shares. Yehuda Zisapel
                  is a
                  principal shareholder and director of each of RAD Data Communications
                  Ltd.
                  and Retem Local Networks and, as such, Mr. Zisapel may be
                  deemed to
                  have voting and dispositive power over the Ordinary Shares held
                  by RAD
                  Data Communications Ltd. and Retem Local Networks. Mr. Zisapel
                  disclaims beneficial ownership of these Ordinary
                  Shares.

              
	 	 
	
                (6)

              	
                Includes
                  9,979 warrants to purchase Ordinary Shares. Messrs. Zohar Zisapel
                  and
                  Yehudah Zisapel have shared voting and dispositive
                  power with respect to the shares held by RAD Data Communications
                  Ltd. The
                  shares held by RAD Data Communications Ltd. are reflected under
                  Zohar
                  Zisapel’s and Yehuda Zisapel’s names in the table.

              
	 	 
	
                (7)

              	
                Includes
                  1,137,955 Ordinary Shares owned of record by Star Growth Enterprise
                  (“Growth”), a German Civil Law Partnership (without limitation of
                  liability), and 85,535 Ordinary Shares owned of record by SVM Star
                  Ventures Managementgesellschaft mbH Nr. 3 (“SVM 3”). Growth is managed by
                  SVM 3. Dr. Meir Barel is the sole director and primary owner of
                  SVM 3. Dr.
                  Barel has the sole power to vote or direct the vote, and the sole
                  power to
                  dispose of or direct the disposition of, the shares beneficially
                  owned by
                  SVM 3 and by Growth. SVM 3 has the sole power to vote or direct
                  the vote,
                  and the sole power to dispose of or direct the disposition of,
                  the shares
                  beneficially owned by Growth. Dr. Barel disclaims beneficial ownership
                  of
                  the shares held by Growth (including the shares issuable upon exercise
                  of
                  the warrants) except to the extent of any pecuniary interest
                  therein. This
                  information is based on Dr. Meir Barel’s Schedule 13-G filed on May 11,
                  2004.

              
	 	 
	
                (8)

              	
                This
                  information is based on Mr. Cannell’s Schedule 13-F HR filed on May 13,
                  2005. 

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      ITEM
        1 - RE-ELECTION OF DIRECTORS

      


      Under
        the
        Company’s Articles of Association, the Board of Directors is to consist of not
        less than three (3) and not more than nine (9) directors, the exact number
        to be
        fixed from time to time by resolution of the shareholders. The number of
        directors of the Company is currently fixed at five (5) although the Board
        of
        Directors currently consists of four (4) directors. At the Meeting, the
        shareholders will be asked to fix the number of Directors at four (4). Directors
        of the Company, other than external directors, are elected at each annual
        general meeting of shareholders. The external directors are required to be
        elected by the shareholders, for a maximum of two terms. Each term of an
        external director is three years. At the 2004 annual general meeting of
        shareholders, Mr. Dan Barnea and Ms. Rony Ross were re-elected as external
        directors for a second term. At the Meeting, shareholders will be asked to
        re-elect Zohar Zisapel and Zohar Gilon to serve as members of the Company’s
        Board of Directors. 

      


      Proxies
        may not be voted for a greater number of persons than the number of nominees
        named. Under the Articles of Association of the Company, the Board of Directors
        will be entitled to fill, until the next election of directors, any vacancies
        existing on the Board of Directors following the annual general meeting at
        its
        sole discretion.

      


      It
        is
        intended that proxies (other than those directing the proxy holders to vote
        against the listed nominees or for certain of them or to abstain) will be
        voted
        for the election of the two nominees named below as directors of the Company,
        each to hold office until the next annual general meeting and until his
        successor shall have duly taken office, unless his office is vacated earlier
        under any relevant provision of the Articles of Association of the Company.
        

      


      The
        affirmative vote of a majority of the Ordinary Shares represented at the
        Meeting
        in person or by proxy is required to elect the two nominees named below as
        directors of the Company. In the event any one or more of such nominees should
        be unable to serve, the proxies will be voted for the election of such other
        person or persons as shall be determined by the persons named in the proxy
        in
        accordance with their best judgment. The Company is not aware of any reason
        why
        any of the nominees, if elected, should be unable to serve as a director.
        The
        Company does not have any understanding or agreement with respect to the
        future
        election of any nominees named herein. The following information is supplied
        with respect to each person nominated
        and recommended to be elected by the Board of Directors of the Company, and
        is
        based upon the records of the Company and information furnished to it by
        the
        nominees. Reference is made to the above chart entitled “Beneficial Ownership of
        Securities by Certain Beneficial Owners and Management” for information
        pertaining to stock ownership by certain nominees.

      


      A
        brief
        biography of each nominee is set forth below:

      


      Mr. Zohar
        Zisapel (56),
        one of
        the co-founders of the Company, has served as the Chairman of the Board of
        Director of the Company since its inception. Mr. Zisapel is also a
        founder
        and a director of RAD Data Communications Ltd., a worldwide data communications
        company headquartered in Israel, for which he currently serves as Chairman
        of
        the Board and served as President from 1982 to 1997. Mr. Zisapel is a director
        of other public companies including: Verisity Ltd., RADVision Ltd and Ceragon
        Ltd. Mr. Zisapel previously served as Head of the Electronics Research
        Department in the Israeli Ministry of Defense. Mr. Zisapel has a B.Sc.
        and
        a M.Sc. degree in electrical engineering from the Technion and an M.B.A.
        degree
        from Tel Aviv University.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      Mr. Zohar
        Gilon (57), has
        served as a director since June 1995. Mr. Gilon serves as a General
        Partner
        and Managing Director of Tamar Technologies Ventures, a venture capital fund
        investing in Israel and the United States. From 1993 until
        August 1995, Mr. Gilon served as President of W.S.P. Capital Holdings
        Ltd.,
        which provides investment banking and underwriting services in Israel and
        invests in real estate and high-technology investments in Israel and abroad.
        Mr. Gilon serves as a director of other public companies, namely Ceragon
        Ltd. and RIT Technologies Ltd., and of several private companies. Mr Gilon
        is
        also a private investor in numerous high-technology companies, including
        affiliates of the Company in Israel. He holds a B.Sc. degree in electrical
        engineering from the Technion and an M.B.A. degree from Tel Aviv
        University.

      


      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter.

      


      It
        is
        proposed that at the Meeting the following resolutions be adopted: 

      


      “RESOLVED,
        that the
        number of directors on the Board of Directors of the Company be set at four
        (4).”

       

      “RESOLVED,
        that
        Zohar Zisapel be re-elected to serve as a member of the Board of Directors
        of
        the Company, effective immediately.”

       

      “RESOLVED,
        that
        Zohar Gilon be re-elected to serve as a member of the Board of Directors
        of the
        Company, effective immediately.”

      


      The
        Board of Directors recommends a vote FOR approval of the proposed
        resolutions.

       

      ITEM
        2- AMENDMENT OF ARTICLES OF ASSOCIATION

       

      The
        Company’s Articles of Association allow it to indemnify any office holder or
        director to the fullest extent permitted under the Israeli Companies Law,
        5759-1999 (the “Companies Law”), provided that the nature and extent of the
        indemnification conforms to the provisions of the Companies Law and that
        the
        indemnification is approved as required by the Companies Law.

       

      The
        Company has provided indemnification letters to each of the Company’s directors
        and officers to insure and indemnify them against certain types of claims,
        subject to certain limitations (the “Indemnification Letters”). These
        Indemnification Letters were approved by the Company’s Audit Committee, Board of
        Directors and shareholders as required by the Companies Law.

       

      In
        March
        2005, the Companies Law was amended. Among the provisions affected were those
        relating to indemnification of directors and office holders. In light of
        these
        amendments, the Board of Directors believes that it would be desirable to
        amend
        the provisions of the Articles of Association in order that the Company be
        permitted to continue to indemnify its directors and office holders to the
        fullest extent permitted by law.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter. In addition, pursuant to Section 262(b) of the
        Companies Law, since the members of the Company’s Board of Directors and the
        officers of the Company who are beneficiaries of the Indemnification Letters
        may
        be deemed collectively a “controlling shareholder” of the Company (as such term
        is defined in the Companies Law), the affirmative vote of the Ordinary Shares
        must include at least one-third of the Ordinary Shares voted by shareholders
        who
        do not have a “personal interest” in the matter (unless the total shares of
        non-interested shareholders voted against the matter does not represent more
        than one percent of the outstanding Ordinary Shares). For this purpose, all
        shareholders are asked to indicate on the enclosed proxy card whether or
        not
        they have a personal interest by marking their vote in the appropriate line.
        Under the Companies Law, a “personal interest” of a shareholder (i) includes a
        personal interest of any members of the shareholder’s immediate family (or
        spouses thereof) or a personal interest of a company with respect to which
        the
        shareholder (or such family member) serves as a director or the CEO, owns
        at
        least 5% of the shares or has the right to appoint a director or the CEO
        and
        (ii) excludes an interest arising solely from the ownership of the Company’s
        Ordinary Shares. 

       

      It
        is
        proposed that at the Meeting the following resolution be adopted: 

       

      “RESOLVED,
        that
        Article 70(c) of the Articles of Association of the Company be amended and
        restated to provide as follows:

       

      
        	 	
                “(c)

              	
                Subject
                  to the provisions of the Companies Law, the Company may indemnify
                  an
                  Office Holder in respect of an obligation or expense specified
                  below
                  imposed on the Office Holder in respect of an act performed in
                  his
                  capacity as an Office Holder, as
                  follows:

              


      

      


      
        	 	 	
                “(i)

              	
                a
                  financial obligation imposed on him in favor of another person
                  by a court
                  judgment, including a compromise judgment or an arbitrator’s award
                  approved by court;

              


      

      


      
        	 	 	
                “(ii)

              	
                reasonable
                  litigation expenses, including attorney’s fees, expended by the Office
                  Holder as a result of an investigation or proceeding instituted
                  against
                  him by a competent authority, provided that such investigation
                  or
                  proceeding concluded without the filing of an indictment against
                  him and
                  either (A) concluded without the imposition of any financial liability
                  in
                  lieu of criminal proceedings or (B) concluded with the imposition
                  of a
                  financial liability in lieu of criminal proceedings but relates
                  to a
                  criminal offense that does not require proof of criminal intent;
                  and

              


      

      


      
        	 	 	
                “(iii)

              	
                reasonable
                  litigation expenses, including attorneys’ fees, expended by an Office
                  Holder or charged to the Office Holder by a court, in a proceeding
                  instituted against the Office Holder by the Company or on its behalf
                  or by
                  another person, or in a criminal charge from which the Office Holder
                  was
                  acquitted, or in a criminal proceeding in which the Office Holder
                  was
                  convicted of an offense that does not require proof of criminal
                  intent.

              


      

      


      
        	 	 	
                “The
                  Company may undertake to indemnify an Office Holder as aforesaid,
                  (aa)
                  prospectively, provided that, in respect of Article 70(c)(i), the
                  undertaking is limited to events which in the opinion of the Board
                  of
                  Directors are foreseeable in light of the Company’s actual operations when
                  the undertaking to indemnify is given, and to an amount or criteria
                  set by
                  the Board of Directors as reasonable under the circumstances, and
                  further
                  provided that such events and amount or criteria are set forth
                  in the
                  undertaking to indemnify,
                  and (bb) retroactively.”

              


      

       

      The
        Board of Directors recommends a vote FOR approval of the proposed
        resolution.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ITEM
        3- AMENDMENT OF INDEMNIFICATION LETTERS

       

      At
        the
        annual general meeting of shareholders held on December 11, 2000, the
        shareholders ratified and approved the Company’s undertaking to enter into the
        Indemnification Letters. In light of the amendments to the Companies Law
        described in Item 2 and the desirability of continued indemnification of
        the
        Company’s directors and office holders, the Company’s Audit Committee and Board
        of Directors have approved certain amendments in the Indemnification Letters
        as
        set forth below, subject to the approval by the shareholders of the amendments
        to the Articles of Association proposed in Item 2. 

       

      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter. In addition, since the members of the Company’s
        Board of Directors and the officers of the Company who are beneficiaries
        of the
        Indemnification Letters may be deemed collectively a “controlling shareholder”
        of the Company (as such term is defined in the Companies Law), the affirmative
        vote of the Ordinary Shares must include at least one-third of the Ordinary
        Shares voted by shareholders who do not have a “personal interest” in the matter
        (unless the total shares of non-interested shareholders voted against the
        matter
        does not represent more than one percent of the outstanding Ordinary Shares).
        For this purpose, all shareholders are asked to indicate on the enclosed
        proxy
        card whether or not they have a personal interest by marking their vote in
        the
        appropriate line. Under the Companies Law, a “personal interest” of a
        shareholder (i) includes a personal interest of any members of the shareholder’s
        immediate family (or spouses thereof) or a personal interest of a company
        with
        respect to which the shareholder (or such family member) serves as a director
        or
        the CEO, owns at least 5% of the shares or has the right to appoint a director
        or the CEO and (ii) excludes an interest arising solely from the ownership
        of
        the Company’s Ordinary Shares.

      


      It
        is
        proposed that at the Meeting the following resolution be adopted: 

       

      
        	 	
                “RESOLVED,
                  that Section 1 of the form of Indemnification Letter be amended
                  and
                  restated to provide as follows:

              


      

       

      
        	 	 	
                “1.

              	
                Subject
                  to the conditions set forth in Section 10, and pursuant to the
                  other terms
                  and conditions in this Letter of Indemnification, the Company hereby
                  undertakes to indemnify you to the maximum extent permitted by
                  law
                  for:

              


      

      


      
        	 	 	
                “1.1

              	
                any
                  financial obligation imposed on you in favor of another person
                  by a court
                  judgment, including a settlement or an arbitrator’s award approved by
                  court, in respect of any act or omission (“Action”)
                  taken or made by you in your capacity as a director, officer and/or
                  employee of the Company; 

              


      

      


      
        	 	 	
                “1.2

              	
                reasonable
                  litigation expenses, including attorney’s fees, expended by you as a
                  result of an investigation or proceeding instituted against you
                  by a
                  competent authority, provided that such investigation or proceeding
                  concluded without the filing of an indictment against you and either
                  (A)
                  concluded without the imposition of any financial liability in
                  lieu of
                  criminal proceedings or (B) concluded with the imposition of a
                  financial
                  liability in lieu of criminal proceedings but relates to a criminal
                  offense that does not require proof of criminal intent;
                  and

              


      

      


      
        	 	 	
                “1.3

              	
                all
                  reasonable litigation expenses, including attorneys’ fees, expended by you
                  or charged to you by a court, in a proceeding instituted against
                  you by
                  the Company or on its behalf or by another person, or in any criminal
                  proceedings in which you are acquitted, or in any criminal proceedings
                  of
                  a crime which does not require proof of criminal intent in which
                  you are
                  convicted, all in respect of actions taken by you in your capacity
                  as a
                  director, officer and/or employee of the
                  Company.

              


      

      


      
        	 	 	
                “The
                  above indemnification will also apply to any Action taken by you
                  in your
                  capacity as a director, officer and/or employee of any other company
                  controlled, directly or indirectly, by the Company (a ‘Subsidiary’)
                  or in your capacity as a director, or observer at board of directors’
                  meetings, of a company not controlled by the Company but where
                  your
                  appointment as a director or observer results directly from the
                  Company’s
                  holdings in such company (an ‘Affiliate’).”

              


      

       

      The
        Board of Directors recommends a vote FOR
        approval of the proposed resolution.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      ITEM
        4- REAPPOINTMENT OF INDEPENDENT AUDITORS

      


      At
        the
        Meeting, the shareholders will be asked to approve the reappointment of Somekh
        Chaikin, Certified Public Accountants (Israel), a member firm of KPMG
        International, as the Company’s independent auditors until the end of next
        year’s annual general meeting of shareholders. The shareholders will also be
        asked to authorize the Audit Committee, by an authority delegated to it by
        the
        Board of Directors, to fix the compensation of the auditors in accordance
        with
        the amount and nature of their services. 

      


      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter.

      


      It
        is
        proposed that at the Meeting the following resolutions be adopted:

      


      “RESOLVED,
        that
        Somekh Chaikin, Certified Public Accountants (Israel), a member firm of KPMG
        International, be, and hereby are, re-appointed as the independent auditors
        of
        the Company until the end of the 2006 annual general meeting of shareholders,
        and that the Audit Committee of the Company, by an authority duly delegated
        by
        the Board of Directors of the Company, be, and it hereby is, authorized to
        fix
        the compensation of the independent auditors in accordance with the amount
        and
        nature of their services.”

       

      The
        Board of Directors recommends a vote FOR approval of the proposed
        resolution.

      


      ITEM
        5- REALLOCATING THE UNUTILIZED POOL OF SHARES RESERVED FOR ISSUANCE UNDER
        THE
        COMPANY’S OPTION PLANS

      


      On
        June
        30, 2003, the Securities and Exchange Commission approved amendments to Nasdaq’s
        listing rules. The amended rules require the Company to obtain shareholder
        approval for the adoption of, and material amendments to, most stock option
        plans. 

      


      The
        Radcom Ltd. 2003 Share Option Plan (the “2003 Plan”) was adopted by the Board of
        Directors of the Company as a result of the July 2002 tax reform in Israel,
        which afforded various new tax advantages with respect to the taxation of
        options granted to Israeli employees and directors under amended Section
        102 of
        the Israeli Tax Ordinance. The 2003 Plan was designed so that grants of awards
        under it would be subject to the tax advantages under the new tax rules.
        Currently, there are 1,605,748 shares reserved for issuance under the 2003
        Plan,
        of which 1,024,412 have been allocated or exercised, leaving 581,336 shares
        free
        for allocation. The Board of Directors has recommended that the unutilized
        reserves of 135,000 shares under the Directors Share Incentive Plan (1997)
        be
“moved” to the 2003 Plan so that they can be used. Accordingly, the number of
        shares available for issuance under the 2003 Plan shall be increased by 135,000
        shares. The 135,000 unissued shares will be transferred from the pool of
        shares
        reserved for issuance under the Radcom Ltd. Directors Share Incentive Plan
        (1997), which will be reduced by 135,000 shares to 256,000 shares, which
        will
        remain available for issuance upon exercise of options that have been granted
        under that plan.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter is required
        for
        the approval thereof.

      


      It
        is
        proposed that at the Meeting the following resolution be adopted:

      


      “RESOLVED,
        to
        authorize the transfer of 135,000 unissued shares from the pool of shares
        reserved for issuance under the Radcom Ltd. Directors Share Incentive Plan
        (1997) to the pool of shares reserved for issuance under the 2003
        Plan.

      


      The
        Board of Directors recommends a vote FOR approval of the proposed
        resolution.

      


      ITEM
        6 - APPROVAL OF GRANT OF OPTIONS TO PURCHASE ORDINARY SHARES TO CERTAIN
        DIRECTORS

      


      Under
        the
        Companies Law, the terms of compensation of the Company’s directors must be
        approved by the Company’s Audit Committee, Board of Directors and shareholders,
        in that order.

      


      By
        actions of the Company’s Audit Committee and Board of Directors on July 24,
        2005, Rony Ross, Dan Barnea, and Zohar Gilon, directors of the Company, were
        each granted options to purchase 30,000 Ordinary Shares, which shall
        vest in
        three
        (3) equal annual installments, as long as each such director continues to
        serve
        as a member of the Company’s Board of Directors, exercisable at an exercise
        price equal to the closing price for the Company’s Ordinary Shares as traded on
        the NASDAQ National Market at the close of trading on September 14, 2005.
        The
        grant of such options will be effective on September 14, 2005. The options
        will
        expire upon the earlier of the following: (i) the tenth anniversary of the
        date
        of grant; or (ii) 180 days from the date the individual ceases to be a director
        of the Company. The aforesaid options were granted by the Company under the
        2003
        Plan, subject to shareholder approval, and under Section 102(b)(2) of the
        Income
        Tax Ordinance (New Version) - 1961, and the Company elected the capital gains
        route for the grant of these options. 

      


      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter.

      


      It
        is
        proposed that at the Meeting the following resolution be adopted:

      


      “RESOLVED,
        the
        grant of options to each of Rony Ross, Dan Barnea, and Zohar Gilon, directors
        of
        the Company, to purchase 30,000 Ordinary Shares, which shall vest in three
        (3)
        equal annual installments, as long as each such director continues to serve
        as a
        member of the Company’s Board of Directors, exercisable at an exercise price
        equal to the closing price for the Company’s Ordinary Shares as traded on the
        NASDAQ National Market at the close of trading on September 14, 2005, as
        approved by the Audit Committee and the Board of Directors, be, and hereby
        is,
        approved.”

      


      The
        Board of Directors recommends a vote FOR the approval of the proposed
        resolution.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      ITEM
        7 - APPROVAL OF GRANT OF OPTIONS TO PURCHASE 60,000 ORDINARY SHARES TO THE
        CHAIRMAN OF THE BOARD OF DIRECTORS

      


      Under
        the
        Companies Law, the terms of compensation of the Company’s directors must be
        approved by the Company’s Audit Committee, Board of Directors and shareholders,
        in that order.

      


      By
        actions of the Company’s Audit Committee and Board of Directors on July 24,
        2005, Zohar Zisapel, the Chairman of the Board of Directors of the Company,
        was
        granted options to purchase 60,000 Ordinary Shares, which shall vest in three
        (3) equal annual installments, provided that he continues to serve as a member
        of the Company’s Board of Directors, exercisable at an exercise price equal to
        the closing price for the Company’s Ordinary Shares as traded on the NASDAQ
        National Market at the close of trading on September 14, 2005. The grant
        of such
        options will be effective on September 14, 2005. The options will expire
        upon
        the earlier of the following: (i) the tenth anniversary of the date of grant;
        or
        (ii) 180 days from the date the individual ceases to be a director of the
        Company. These options were granted by the Company under the 2003 Share Plan,
        subject to shareholder approval, and under Section 3(9) of the Income Tax
        Ordinance (New Version) - 1961. 

      


      The
        affirmative vote of the holders of a majority of the voting power represented
        at
        the Meeting, in person or by proxy, and voting on this matter, is required
        for
        the approval of this matter. In addition, since Mr. Zisapel may be deemed
        a
“controlling shareholder” of the Company (as such term is defined in the
        Companies Law), the affirmative vote of the Ordinary Shares must include
        at
        least one-third of the Ordinary Shares voted by shareholders who do not have
        a
“personal interest” in the matter (unless the total shares of non-interested
        shareholders voted against the matter does not represent more than one percent
        of the outstanding Ordinary Shares). For this purpose, all shareholders are
        asked to indicate on the enclosed proxy card whether or not they have a personal
        interest by marking their vote in the appropriate line. Under the Companies
        Law,
        a “personal interest” of a shareholder (i) includes a personal interest of any
        members of the shareholder’s immediate family (or spouses thereof) or a personal
        interest of a company with respect to which the shareholder (or such family
        member) serves as a director or the CEO, owns at least 5% of the shares or
        has
        the right to appoint a director or the CEO and (ii) excludes an interest
        arising
        solely from the ownership of the Company’s Ordinary Shares.

      


      It
        is
        proposed that at the Meeting the following resolution be adopted:

      


      “RESOLVED,
        the
        grant of options to Zohar Zisapel, the Chairman of the Board of Directors
        of the
        Company, to purchase 60,000 Ordinary Shares, which shall vest in three (3)
        equal
        annual installments, provided that he continues to serve as a member of the
        Company’s Board of Directors, exercisable at an exercise price equal to the
        closing price for the Company’s Ordinary Shares as traded on the NASDAQ National
        Market at the close of trading on September 14, 2005, as approved by the
        Audit
        Committee and the Board of Directors, be, and hereby is, approved.”

      


      The
        Board of Directors recommends a vote FOR approval of this proposed
        matter.

      


      ITEM
        8 - REVIEW OF THE AUDITORS’ REPORT AND THE CONSOLIDATED FINANCIAL
        STATEMENTS

       

      The
        audited financial statements of the Company for the fiscal year ended December
        31, 2004 were filed together with the Company’s Annual Report on Form 20-F,
        which was filed with the SEC and is available at the SEC’s website, www.sec.gov
        and at the Company’s website, www.radcom.com. The Company will hold a discussion
        with respect to the financial statements at the Meeting. This item will not
        involve a vote of the shareholders.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      ITEM
        9 - OTHER BUSINESS

       

      Management
        knows of no other business to be transacted at the Meeting, other than as
        set
        forth in the Notice of Annual General Meeting. However, if any other matters
        are
        properly presented to the Meeting, the persons named in the enclosed form
        of
        proxy will vote upon such matters in accordance with their best
        judgment.

      


      
        
          	 	
                  
                    By
                      Order of the Board of Directors,

                    


                    Arnon
                      Toussia-Cohen

                     

                    Chief
                      Executive
                      Officer

                  

                


        



      Dated:
        August 9, 2005