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Exhibit 4.33

Nortel Confidential

Nortel Networks
Agreement No. 011449Nortel Networks Amendment No. 011449-7

# AMENDMENT #7

# (File # 011449-7;
Nortel CRB # 637)

# To

# OEM PURCHASE, SALE AND
SUPPORT AGREEMENT (Agreement)

# BETWEEN SELLER
CORPORATION AND NORTEL NETWORKS LIMITED

This Amendment No. 7 to the OEM
Purchase, Sale and Support Agreement by and between Nortel Networks Limited, a Canada
corporation with offices located at 8200 Dixie Road, Suite 100, Brampton, Ontario, Canada
L6T 5P6 (Nortel Networks) and AudioCodes Ltd.,an Israeli
corporation with offices located at 4 HaHoresh Street, 56470 Yehud, Israel (Seller), will
be effective as of December 15, 2006.

WHEREAS, Nortel Networks and Seller
entered into an OEM Purchase, Sale and Support Agreement (Agreement) with an
Effective Date of April 28, 2003; and

WHEREAS, effective as of June 1, 2003
Nortel Networks and Seller amended the Agreement for the purposes of revising the terms
and conditions of the Agreement pertaining to the sale and purchase of Norstar
Gateway Products (Amendment 1); and

WHEREAS, effective as of January 1,
2005 Nortel Networks and Seller amended the Agreement for the purposes of Seller
obligating itself to pay over a cash incentive to promote and sell AudioCodes
Mediant 5000 Trunk Gateway Product (i.e., the Nortel Media Gateway 3500) (Gateway
3500) (Amendment 2); and

WHEREAS, effective as of February 15,
2005 Nortel Networks and Seller amended the Agreement for the purposes of adding an OEM
Interface License to the Agreement to address interoperability issues with regard to
certain Products described therein (Amendment 3); and

WHEREAS, effective as of January 1,
2005 Nortel Networks and Seller amended the Agreement for the purposes of updating M5K
pricing and amending various contract terms and conditions (Amendment 4); and

WHEREAS, effective as of January 1,
2005 Nortel Networks and Seller amended the Agreement for the purposes of updating Support
provisions (Amendment 5); and

WHEREAS, effective as of April 1,
2005 Nortel Networks and Seller amended the Agreement for the purposes of Sellers
obtaining the use of Nortel Networks code-signing certificate and private key in
relation to a Nortel Networks customers use of the Mediant Products
(Amendment 6); and

WHEREAS, Nortel Networks and Seller
wish to further amend the Agreement;

NOW, THEREFORE, in consideration of
the premises and the promises set forth herein, the parties agree to amend the Agreement
as follows:

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|1. | In
Section 9.4 of the Agreement, delete the last sentence (i.e., "Nortel Networks will pay
Seller within 45 days      of Nortel Networks' receipt of invoices.") and replace it with
the following new sentence:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Nortel
Networks will pay Seller within 60 days of Nortel Networks receipt of invoices.
| | -----------------------------------------------------------------------------------------

IN WITNESS WHEREOF, the parties have
caused this Amendment No. 7 to the Agreement to be signed by their duly authorized
representatives.

|NORTEL NETWORKS LIMITEDBy: Print Name: Title: Date:  | AUDIOCODES LTD.,By: Print Name: Title: Date: 
|------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------

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