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|                                                                                                                                                                                    |                                       |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------|
| Date:                                                                                                                                                                                   | July      14, 2008                         |
|                                                                                                                                                                                    |                                       |
| Parties:                                                                                                                                                                                | Bank      Mizrahi Tefahot Ltd.             |
|                                                                                                                                                                                    |                                       |
|                                                                                                                                                                                    | Borrower:      AudioCodes Ltd.             |
|                                                                                                                                                                                    |                                       |
| Loan      No. 1:                                                                                                                                                                        |                                       |
|                                                                                                                                                                                    |                                       |
| Principal      Amount:                                                                                                                                                                  | $11.5      million                         |
|                                                                                                                                                                                    |                                       |
| Currency:                                                                                                                                                                               | US      Dollar                             |
|                                                                                                                                                                                    |                                       |
| Interest      Rate:                                                                                                                                                                     | LIBOR      + 1.3%                          |
|                                                                                                                                                                                    |                                       |
| Maturity:                                                                                                                                                                               | July      15, 2013                         |
|                                                                                                                                                                                    |                                       |
| Principal      Repayment:                                                                                                                                                               | 20      equal quarterly payments.          |
|                                                                                                                                                                                    |                                       |
| Interest      Repayment:                                                                                                                                                                | Quarterly      with repayment of principal |
|                                                                                                                                                                                    |                                       |
| Loan      No. 2:                                                                                                                                                                        |                                       |
|                                                                                                                                                                                    |                                       |
| Principal      Amount:                                                                                                                                                                  | $3.5      million                          |
|                                                                                                                                                                                    |                                       |
| Currency:                                                                                                                                                                               | US      Dollar                             |
|                                                                                                                                                                                    |                                       |
| Interest      Rate:                                                                                                                                                                     | LIBOR      + 0.5%                          |
|                                                                                                                                                                                    |                                       |
| Maturity:                                                                                                                                                                               | July      15, 2013                         |
|                                                                                                                                                                                    |                                       |
| Principal      Repayment:                                                                                                                                                               | 20      equal quarterly payments.          |
|                                                                                                                                                                                    |                                       |
| Interest      Repayment:                                                                                                                                                                | Quarterly      with repayment of principal |
|                                                                                                                                                                                    |
| Pledge:                                                                                                                                                                                 |
|                                                                                                                                                                                    |
| First      ranking charge on Borrower’s $3.5 million account held at      Lender.                                                                                                 |
|                                                                                                                                                                                    |
| Floating      charge on all Borrower’s assets.                                                                                                                                    |
|                                                                                                                                                                                    |
| First      ranking charge on Borrower’s intellectual property, bills of landing,      unpaid share capital, goodwill and insurance rights arising from the      pledged assets.   |
|                                                                                                                                                                                    |
| First      ranking charge on all the securities, documents and third party deeds the      Borrower delivers to the Lender in any way, including to collect, deposit      and/or secure. |

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| Financial      Covenants:                                                                                                                                                                                                                     |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                          |   |
| Shareholders’      equity (net of intangible assets, goodwill and loans to affiliated      parties):                                                                                                                                    |
|                                                                                                                                                                                                                                          |
| -                                                                                                                                                                                                                                             | Until      December 31, 2009 – not less than $25 million. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | From      December 31, 2009 balance sheet – not less than $30 million and ratio of      shareholders’ equity to total assets no less than 15%. |
|                                                                                                                                                                                                                                          |
| Aggregate      short term and long term liabilities to banks and financing institutions      (excluding 2% Senior Convertible Notes Due 2024):                                                                                                |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | Not      greater than $30 million. |
|                                                                                                                                                                                                                                          |   |
| Operating      income (US GAAP):                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                          |
| -                                                                                                                                                                                                                                             | At      least $3 million for each consecutive four fiscal quarters, commencing      December 31, 2008. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | Operating      loss of up to $3 million resulting from stock-based compensation expenses      related to option grants to employees under SFAS 123R will not be deemed a      breach of the covenant. |
|                                                                                                                                                                                                                                          |   |
| Cash      and investments:                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                          |
| -                                                                                                                                                                                                                                             | Cash      defined as cash and cash equivalents and short term deposits up to one      year. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | Investments      defined as long-term deposits up to 2 years and trading bonds with A+      rating maturing in less than 2 years. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | Until      repayment of 2% Senior Convertible Notes Due 2024 in November 2009, cash      and investments not less than $120 million and cash balance not less than      $15 million. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | Following      repayment of 2% Senior Convertible Notes Due 2024 in November 2009,      accounts receivable and cash and investments not less than $40 million,      cash and investments not less than $20 million and cash balance not less      than $15 million. |
|                                                                                                                                                                                                                                          |   |
| Lender      confirms that it complies with the financial covenants as of the date of      the loans.                                                                                                                                          |
|                                                                                                                                                                                                                                          |
| Other      Covenants:                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                          |
| Undertake      to agree with Lender on new financial covenants criteria if Borrower      changes its accounting principles. If agreement not reached within 30 days      or longer period agreed, Borrower has right to accelerate      loan. |
|                                                                                                                                                                                                                                          |
| Current      and/or future loans of Shabtai Adlersberg to the Borrower (“Owner Loans”)      will be subordinated to Borrower’s liabilities to  Lender.                                                                      |
|                                                                                                                                                                                                                                          |
| Borrower      not permitted to declare dividends, pay management fees, interest or other      payments to shareholders, or repay Owner Loans until Borrower’s      liabilities to Lender pursuant to the loans are repaid in      full. |
|                                                                                                                                                                                                                                          |   |
| -                                                                                                                                                                                                                                             | The      limitation does not prohibit (i) repurchase of shares or convertible notes      if Borrower complies with financial covenants or (ii) payments of interest      and other payments required pursuant to the convertible    notes. |

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