S-8










Exhibit 4.1  




AUDIOCODES LTD. 

2001 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



(Amended and Restated
as of July 19, 2007) 



    1.        Purpose.
The purpose of the Plan is to provide Eligible Employees with an           opportunity to
purchase Ordinary Shares of the Company through accumulated           payroll deductions.
It is the intention of the Company to have the Plan qualify           as an “Employee
Stock Purchase Plan” under Section 423 of the Code.           The provisions of the
Plan shall, accordingly, be construed and interpreted in a           manner consistent
with the requirements of Section 423 of the Code.  



    2.        Definitions.  



		    (a)        “Board” shall
mean the Board of Directors of the Company.  







		    (b)        “Code” shall
mean the Internal Revenue Code of 1986, as           amended.  







		    (c)        “Company” shall
mean AudioCodes Ltd., a company incorporated           under the laws of the State of
Israel, and any successor thereto.  







		    (d)        “Compensation” shall
mean (i) the total compensation paid in           cash by the Company or a Designated
Subsidiary, including, salaries, wages,           bonuses, incentive compensation,
commissions, overtime pay and shift premiums,           plus (ii) any
pre-tax-contributions made by the participant under Section 401(k)           or 125 of
the Code. “Compensation” shall exclude all non-cash items,           moving or
relocation allowances, cost-of-living equalization payments, car           allowances,
tuition reimbursements, imputed income attributable to cars or life           insurance,
severance pay, fringe benefits, contributions or benefits received           under
employee benefit plans, income attributable to the exercise of stock           options,
and similar items.  







		    (e)        “Designated
Subsidiary” shall mean AudioCodes, Inc. and any           other Subsidiary which
is designated by the Board as such from time to time.  







		    (f)        “Eligible
Employee” shall mean, with respect to an Offering           Period, any Employee
on the Enrollment Date who satisfies each of the following           criteria:  







		    (1)        the
Employee does not immediately after the grant, directly or indirectly, own
          stock (as defined by the Code) and/or hold outstanding options to purchase
stock           possessing five percent (5%) or more of the total combined voting power
or value           of all classes of stock of the Company or any Subsidiary;  







		    (2)        the
Employee’s customary employment is for twenty (20) hours or more per           week
or such lesser number of hours established by the Board on a uniform and
          nondiscriminatory basis; and  







		    (3)        the
Employee customarily works a minimum of five (5) months per year, or such
          lesser number of months established by the Board on a uniform and
          nondiscriminatory basis.  



















	 	        If
the Board permits any Eligible Employee of the Company or a Designated Subsidiary to
participate in the Plan during an Offering Period, then all Eligible Employees of the
Company or that Designated Subsidiary shall also be permitted to participate in the Plan
during such Offering Period.  







		    (g)        “Employee” shall
mean any person on the active employment           payroll of any Designated Subsidiary
or, if the Board designates the Company as           an eligible corporation under the
Plan, the Company. Any person classified by           the Company or any of its
Designated Subsidiaries at the time services are           provided as an independent
contractor or consultant shall not be eligible to           participate in the Plan
during the period which he or she is so classified even           if later retroactively
reclassified as an Employee during all or any part of           such period pursuant to
applicable law or otherwise. For purposes of the Plan,           the employment
relationship shall be treated as continuing intact while an           Employee is on sick
leave or other leave of absence approved by the Company or a           Designated
Subsidiary. Where the period of leave exceeds 90 days and the           Employee’s
right to reemployment is not guaranteed either by statute or by           contract, the
employment relationship shall be deemed to have terminated on the           91st day of
such leave for the purposes of the Plan.  







		    (h)        “Enrollment
Date” shall mean the first day of each Offering           Period.  







		    (i)        “Exercise
Date” shall mean the last day of each Offering Period           or, if such day
is within a quiet period pursuant to the Company’s insider           trading policy,
the 15th of the month following the month in which the Offering           Period ended
(15th February for the period ending January and 15th August for           the period
ending July). The final Exercise Date under the Plan for the ending           July 31,
2007 Offering Period shall be August 15, 2007.  







		    (j)        “Fair
Market Value” shall mean, as of any date, the value of           Ordinary Shares
determined as follows:  







		    (1)        If
the Ordinary Shares are listed on any established stock exchange or a           national
market system, including without limitation the NASDAQ National Market           or The
NASDAQ SmallCap Market of The NASDAQ Stock Market, Inc., its Fair Market           Value
shall be the closing sales price for such stock (or the closing bid, if no
          sales were reported) as quoted on such exchange or system for the last market
          trading day on the date of such determination, as reported in Bloomberg
          Information Systems, Inc., yahoo.com, The Wall Street Journal or such
          other source as the Board deems reliable, or  







		    (2)        If
the Ordinary Shares are regularly quoted by a recognized securities dealer           but
selling prices are not reported, its Fair Market Value shall be the mean of           the
closing bid and asked prices for the Ordinary Shares on the date of such
          determination, as reported in Bloomberg Information Systems, Inc., yahoo.com,
The Wall Street Journal or such other source as the Board deems reliable,
          or  







		    (3)        In
the absence of an established market for the Ordinary Shares, the Fair Market
          Value thereof shall be determined in good-faith by the Board in a consistent
          manner.  







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		    (k)        “Offering
Period” shall mean the period of approximately six           (6) months
commencing (i) on the first Trading Day on or after February           1st of
each year and terminating on the last Trading Day on or prior           to the following
July 31stor (ii) on the first Trading Day on           or after August 1st and
terminating on the last Trading Day on or           prior to the following January 31st.
The duration of the Offering           Periods may be changed pursuant to Section 5 of
the Plan.  







		    (l)        “Ordinary
Shares” shall mean the Ordinary Shares of AudioCodes           Ltd.  







		    (m)        “Plan” shall
mean this AudioCodes Ltd. 2001 U.S. Employee Stock           Purchase Plan.  







		    (n)        “Purchase
Price” shall mean an amount equal to, the lesser of,           85% of the Fair
Market Value of a share of Ordinary Shares on (i) the Enrollment           Date or (ii)
the Exercise Date; provided, however, that the Purchase Price may           be adjusted
by the Board pursuant to Section 20.  







		    (o)        “Subsidiary” shall
mean a corporation of which not less than           50% of the voting shares are held by
the Company or a Subsidiary, whether or not           such corporation now exists or is
hereafter organized or acquired by the Company           or a Subsidiary.  







		    (p)        “Trading
Day” shall mean a day on which national stock           exchanges and/or the
NASDAQ System are open for trading.  







    3.        Available
Shares. Subject to adjustment as provided in Section 20, the           maximum number
of Ordinary Shares that may be sold under the Plan shall not           exceed 900,000
shares. Such shares may be either authorized and unissued or held           by the
Company in its treasury. The Board may cause the Company to purchase           previously
issued and outstanding Ordinary Shares in order to enable the Company           to
satisfy its obligations hereunder. Subject to adjustment pursuant to Section           20
or as otherwise determined by the Board prior to the commencement of any
          Offering Period, the maximum number of Ordinary Shares a participant may
          purchase during any Offering Period shall not exceed 25,000 shares. To the
          extent that fewer than 900,000 Ordinary Shares have been sold pursuant to the
          Plan after the final Exercise Date, the number of Ordinary Shares remaining
          unsold pursuant to this Plan shall become available for sale pursuant to the
          Company’s 2007 U.S. Employee Stock Purchase Plan.  



    4.        Eligibility.  



		    (a)        Any
Eligible Employee who shall be employed by any Designated Subsidiary or, if           the
Board designates the Company as an eligible corporation under the Plan, the
          Company on a given Enrollment Date shall be eligible to participate in the
Plan.  







		    (b)        Any
provisions of the Plan to the contrary notwithstanding, to the extent that           his
or her rights to purchase stock under all employee stock purchase plans           (within
the meaning of Section 423 of the Code) of the Company and its           Subsidiaries
accrues at a rate which exceeds Twenty-Five Thousand Dollars           ($25,000) (or such
other amount required by the Code from time to time) worth of           stock (determined
at the fair market value of the shares at the time such option           is granted) for
each calendar year in which such option is outstanding at any           time.  







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    5.        Offering
Periods. The Plan shall be implemented by consecutive Offering           Periods. The
Board shall have the power to change the duration of Offering           Periods
(including the commencement dates thereof) with respect to future           offerings
without stockholder approval if such change is announced at least five           (5) days
prior to the scheduled beginning of the first Offering Period to be           affected
thereafter. The first Offering Period of the Plan shall consist of 3           months
only and shall commence on 1st May 2001 and end on 31st July 2001.  



    6.        Participation.  



		    (a)        An
Eligible Employee may become a participant in the Plan by completing a
          subscription agreement authorizing payroll deductions in the form of Exhibit A
          to the Plan and filing it with the Company’s payroll office prior to the
          applicable Enrollment Date.  







		    (b)        Payroll
deductions for a participant shall commence on the first payroll           following the
Enrollment Date and shall end on the last payroll in the Offering           Period to
which such authorization is applicable, unless sooner terminated by           the
participant as provided in Section 11 hereof.  







    7.        Payroll
Deductions.  



		    (a)        At
the time a participant files his or her subscription agreement, he or she           shall
elect to have payroll deductions made on each pay day during the Offering
          Period in an amount not exceeding fifteen percent (15%) of the Compensation
          which he or she receives on each pay day during the Offering Period. Such
          deduction shall be a whole percentage of the participant’s Compensation,
          but not less than 1% or more than 15%.  







		    (b)        All
payroll deductions made for a participant shall be credited to his or her
          account under the Plan and shall be withheld in whole percentages only. A
          participant may not make any additional payments into such account.  







		    (c)        A
participant may discontinue his or her participation in the Plan as provided           in
Section 11 hereof, or may increase or decrease the rate of his or her payroll
          deductions during the Offering Period by completing or filing with the Company
a           new subscription agreement authorizing a change in payroll deduction rate. A
          participant shall make no more than one election to make a participation rate
          change per Offering Period. The Board may, in its discretion, further limit or
          expand the number of participation rate changes during any Offering Period. The
          change in rate shall be effective with the first full payroll period following
          five (5) business days after the Company’s receipt of the new subscription
          agreement unless the Company elects to process a given change in participation
          more quickly. A participant’s subscription agreement shall remain in
effect           for successive Offering Periods unless terminated as provided in
Section11           hereof.  







		    (d)        Notwithstanding
the foregoing, to the extent necessary to comply with Section           423(b)(8) of the
Code and Section 4(b) hereof, a participant’s payroll           deductions may be
decreased to zero percent (0%) by the Company at any time           during an Offering
Period. Payroll deductions shall recommence at the rate           provided in such
participant’s subscription agreement at the beginning of           the first
Offering Period which is scheduled to end in the following calendar           year,
unless terminated by the participant as provided in Section 11 hereof.  







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		    (e)        At
the time the option is exercised, in whole or in part, or at the time some or
          all of the Company’s Ordinary Shares issued under the Plan are disposed
of,           the participant must make adequate provision for the Company’s
federal,           state, or other tax withholding obligations, if any, which arise upon
the           exercise of the option or the disposition of the Ordinary Shares. At any
time,           the Company may, but shall not be obligated to, withhold from the
          participant’s compensation the amount necessary for the Company to meet
          applicable withholding obligations.  







    8.        Grant
of Option. On the Enrollment Date of each Offering Period, each           Eligible
Employee participating in such Offering Period shall be granted an           option to
purchase on the Exercise Date of such Offering Period (at the           applicable
Purchase Price) up to a number of the Company’s Ordinary Shares           determined
by dividing such Employee’s payroll deductions (less any           applicable taxes)
accumulated prior to such Exercise Date and retained in the           Participant’s
account as of the Exercise Date by the applicable Purchase           Price (subject to
any adjustment pursuant to Section 20). Exercise of the option           shall occur as
provided in Section 9 hereof, unless the participant has           withdrawn pursuant to
Section 11 hereof. The Option shall expire on the           last day of the Offering
Period.  



    9.        Exercise
of Option. Unless a participant withdraws from the Plan as           provided in
Section 11 hereof, his or her option for the purchase of shares           shall be
exercised automatically on the Exercise Date, and the maximum number of           full
shares subject to option shall be purchased for such participant at the
          applicable Purchase Price with the accumulated payroll deductions in his or her
          account. No fractional shares shall be purchased any payroll deductions
          accumulated in a participant’s account which are not sufficient to
purchase           a full share shall be returned to the participant. During a participant’s
          lifetime, a participant’s option to purchase shares hereunder is
          exercisable only by him or her.  



    10.        Delivery.
As promptly as practicable after each Exercise Date on which a           purchase of
shares occurs, the Company shall arrange the delivery to each           participant, as
appropriate, the shares purchased upon exercise of his or her           option.  



    11.        Withdrawal.  



		    (a)        A
participant may withdraw all but not less than all the payroll deductions
          credited to his or her account and not yet used to exercise his or her option
          under the Plan at any time by giving written notice to the Company in the form
          of Exhibit B to the Plan. All of the participant’s payroll deductions
          credited to his or her account shall be paid to such participant promptly after
          receipt of notice of withdrawal and such participant’s option for the
          Offering Period shall be automatically terminated, and no further payroll
          deductions for the purchase of shares shall be made for such Offering Period.
If           a participant withdraws from an Offering Period, payroll deductions shall
not           resume at the beginning of the succeeding Offering Period unless the
participant           delivers to the Company a new subscription agreement.  







		    (b)        A
participant’s withdrawal from an Offering Period shall not have any           effect
upon his or her eligibility to participate in any similar plan which may
          hereafter be adopted by the Company or in succeeding Offering Periods which
          commence after the termination of the Offering Period from which the
participant           withdraws.  







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    12.        Termination
of Employment. Upon a participant’s ceasing to be an           Employee for any
reason, he or she shall be deemed to have elected to withdraw           from the Plan and
the payroll deductions credited to such participant’s           account during the
Offering Period but not yet used to exercise the option shall           be returned to
such participant or, in the case of his or her death, to the           person or persons
entitled thereto under Section 16 hereof, and such           participant’s
option shall be automatically terminated.  



    13.        Interest.
No interest shall accrue on the payroll deductions of a           participant in the
Plan.  



    14.        Stock.  



		    (a)        The
participant shall have no interest or voting right in shares covered by his           or
her option until such option has been exercised.  







		    (b)        Shares
to be delivered to a participant under the Plan shall be registered in           the name
of the participant or in the name of the participant and his or her           spouse.  







    15.        Administration.
The Plan shall be administered by the Board or a           committee appointed by the
Board. The Board or its committee shall have full and           exclusive discretionary
authority to construe, interpret and apply the terms of           the Plan and to
adjudicate all disputed claims filed under the Plan. Every           finding, decision
and determination made by the Board or its committee shall is           final and binding
upon all parties.  



    16.        Designation
of Beneficiary.  



		    (a)        A
participant may file a written designation of a beneficiary who is to receive
          any shares and cash, if any, from the participant’s account under the Plan
          in the event of such participant’s death subsequent to an Exercise Date on
          which the option is exercised but prior to delivery to such participant of such
          shares and cash. In addition, a participant may file a written designation of a
          beneficiary who is to receive any cash from the participant’s account
under           the Plan in the event of such participant’s death prior to exercise
of the           option.  







		    (b)        Such
designation of beneficiary may be changed by the participant at any time by
          written notice. In the event of the death of a participant and in the absence
of           a beneficiary validly designated under the Plan who is living at the time of
          such participant’s death, the Company shall deliver such shares and/or
cash           to the executor or administrator of the estate of the participant, or if
no such           executor or administrator has been appointed (to the knowledge of the
Company),           the Company, in its discretion, may deliver such shares and/or cash
to the           spouse or to any one or more dependents or relatives of the participant,
or if           no spouse, dependent or relative is known to the Company, then to such
other           person as the Company may designate.  







    17.        Transferability.
Neither payroll deductions credited to a           participant’s account nor any
rights with regard to the exercise of an           option or to receive shares under the
Plan may be assigned, transferred, pledged           or otherwise disposed of in any way
other than by will or the laws of descent           and distribution. Any such attempt at
assignment, transfer, pledge or other           disposition shall be without effect,
except that the Company may treat such act           as an election to withdraw funds
from an Offering Period in accordance with           Section 11 hereof.  



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    18.        Use
of Funds. All payroll deductions received or held by the Company           under the
Plan may be used by the Company for any corporate purpose, and the           Company
shall not be obligated to segregate such payroll deductions.  



    19.        Reports.
Individual accounts shall be maintained for each participant in           the Plan.
Statements of account shall be given to participants at least           annually, which
statements shall set forth the amounts of payroll deductions,           the Purchase
Price, the number of shares purchased and the remaining cash           balance, if any.  



    20.        Adjustments
Upon Changes in Capitalization, Dissolution, Liquidation, Merger           or Asset Sale.  



		    (a)        Changes
in Capitalization. Subject to any required action by the           stockholders of
the Company, the maximum number of shares available for sale           under this Plan,
the maximum number of shares each participant may purchase per           Offering Period,
as well as the Purchase Price per share and the number of           shares of Ordinary
Shares covered by each option under the Plan which has not           yet been exercised
shall be proportionately adjusted for any increase or           decrease in the number of
issued shares of Ordinary Shares resulting from a           stock split, reverse stock
split, stock dividend, combination or           reclassification of the Ordinary Shares,
or any other increase or decrease in           the number of shares of Ordinary Shares
effected without receipt of           consideration by the Company; provided, however,
that conversion of any           convertible securities of the Company shall not be
deemed to have been           “effected without receipt of consideration”. Such
adjustment shall be           made by the Board, whose determination in that respect
shall be final, binding           and conclusive. Except as expressly provided herein, no
issuance by the Company           of shares of stock of any class, or securities
convertible into shares of stock           of any class, shall affect, and no adjustment
by reason thereof shall be made           with respect to, the number or price of shares
of Ordinary Shares subject to an           option.  







		    (b)        Dissolution
or Liquidation. In the event of the proposed dissolution or           liquidation of
the Company, the Offering Period then in progress shall be           shortened by setting
a new Exercise Date (the “New Exercise           Date”), and shall
terminate immediately prior to the consummation of           such proposed dissolution or
liquidation, unless provided otherwise by the           Board. The New Exercise Date
shall be before the date of the Company’s           proposed dissolution or
liquidation. The Board shall notify each participant in           writing, at least ten (10)
business days prior to the New Exercise Date,           that the Exercise Date for the
participant’s option has been changed to the           New Exercise Date and that
the participant’s option shall be exercised           automatically on the New
Exercise Date, unless prior to such date the           participant has withdrawn from the
Offering Period as provided in           Section 11 hereof.  







		    (c)        Merger
or Asset Sale. In the event of a proposed sale of all or           substantially all
of the assets of the Company, or the merger of the Company           with or into another
corporation, each outstanding option shall be assumed or an           equivalent option
substituted by the successor corporation or a parent or           Subsidiary of the
successor corporation. In the event that the successor           corporation refuses to
assume or substitute for the option, the Offering Period           then in progress shall
be shortened by setting a New Exercise Date. The New           Exercise Date shall be
before the date of the Company’s proposed sale or           merger. The Board shall
notify each participant in writing, at least           ten (10) business days prior
to the New Exercise Date, that the Exercise           Date for the participant’s
option has been changed to the New Exercise Date           and that the participant’s
option shall be exercised automatically on the           New Exercise Date, unless prior
to such date the participant has withdrawn from           the Offering Period as provided
in Section 11 hereof.  







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    21.        Amendment
or Termination.  



		    (a)        The
Board may at any time and for any reason terminate or amend the Plan. Except           as
provided in Section 20 hereof, no such termination can affect options
          previously granted, provided that an Offering Period may be terminated by the
          Board on any Exercise Date if the Board determines that the termination of the
          Offering Period or the Plan is in the best interests of the Company and its
          stockholders. Except as provided in Section 20 and Section 21 hereof, no
          amendment may make any change in any option theretofore granted which adversely
          affects the rights of any participant. To the extent necessary to comply with
          Section 423 of the Code (or any other applicable law, regulation or stock
          exchange rule), the Company shall obtain shareholder approval in such a manner
          and to such a degree as required.  







		    (b)        Without
stockholder consent and without regard to whether any participant rights           may be
considered to have been “adversely affected,” the Board shall           be
entitled to change the Offering Periods, limit the frequency and/or number of
          changes in the amount withheld during an Offering Period, establish the
exchange           ratio applicable to amounts withheld in a currency other than U.S.
dollars,           permit payroll withholding in excess of the amount designated by a
participant           in order to adjust for delays or mistakes in the Company’s
processing of           properly completed withholding elections, establish reasonable
waiting and           adjustment periods and/or accounting and crediting procedures to
ensure that           amounts applied toward the purchase of Ordinary Shares for each
participant           properly correspond with amounts withheld from the participant’s
          Compensation, and establish such other limitations or procedures as the Board
          determines in its sole discretion advisable which are consistent with the Plan.  







- 8 -











    22.        Conditions
Upon Issuance of Shares. Shares shall not be issued with           respect to an
option unless the exercise of such option and the issuance and           delivery of such
shares pursuant thereto shall comply with all applicable           provisions of law,
domestic or foreign, including, without limitation, the           Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as           amended, the rules and
regulations promulgated thereunder, and the requirements           of any stock exchange
upon which the shares may then be listed, and shall be           further subject to the
approval of counsel for the Company with respect to such           compliance. As a
condition to the exercise of an option, the Company may require           the person
exercising such option to represent and warrant at the time of any           such
exercise that the shares are being purchased only for investment and           without
any present intention to sell or distribute such shares if, in the           opinion of
counsel for the Company, such a representation is required by any of           the
aforementioned applicable provisions of law.  



    23.        Term
of Plan. The Plan shall become effective upon the earlier to occur           of its
adoption by the Board or its approval by the stockholders of the Company.           It
shall continue in effect for a term of ten (10) years unless sooner
          terminated under Section 21 hereof.  



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EXHIBIT A 



AUDIOCODES LTD. 



2001 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



SUBSCRIPTION AGREEMENT 


		
		
		
		
		
	_____ Original Application	Enrollment Date: __________ 
	_____ Change in Payroll Deduction Rate
	_____ Change of Beneficiary(ies)









     	1.	
          _____________________________________ hereby elects to participate in the
          AudioCodes Ltd. 2001 U.S. Employee Stock Purchase Plan (the “Employee
          Stock Purchase Plan” or the “Plan”) and subscribes to
          purchase shares of the AudioCodes Ltd.‘s Ordinary Shares in accordance with
          this Subscription Agreement and the Employee Stock Purchase Plan. 


          



     	2.	
          I hereby authorize payroll deductions from each paycheck in the amount of ____%
          of my Compensation on each payday (from 1 to 15%) during the Offering Period in
          accordance with the Employee Stock Purchase Plan. (Please note that no
          fractional percentages are permitted.) 


          



     	3.	
          I understand that said payroll deductions shall be accumulated for the purchase
          of shares of Ordinary Shares at the applicable Purchase Price determined in
          accordance with the Employee Stock Purchase Plan. I understand that if I do not
          withdraw from an Offering Period, any accumulated payroll deductions will be
          used to automatically exercise my option. 


          



     	4.	
          I have received a copy of the complete Employee Stock Purchase Plan. I
          understand that my participation in the Employee Stock Purchase Plan is in all
          respects subject to the terms of the Plan. I understand that my ability to
          exercise the option under this Subscription Agreement is subject to stockholder
          approval of the Employee Stock Purchase Plan. 


          



     	5.	
          Shares purchased for me under the Employee Stock Purchase Plan should be issued
          in the name(s) of (Employee or Employee and Spouse only):____________________________ . 


          



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     	6.	
          For persons subject to U.S. federal income taxation, I understand that if I
          dispose of any shares received by me pursuant to the Plan within 2 years after
          the Enrollment Date (the first day of the Offering Period during which I
          purchased such shares), I will be treated for U.S. federal income tax purposes
          as having received ordinary income at the time of such disposition in an amount
          equal to the excess of the fair market value of the shares at the time such
          shares were purchased by me over the price which I paid for the shares. I
          hereby agree to notify the Company in writing within 30 days after  the
          date of any disposition of shares and I will make adequate provision for U.S.
          federal, state or  other tax withholding obligations, if any, which arise
          upon the disposition of the Ordinary Shares. The Company may, but will not
          be obligated to, withhold from my compensation the amount necessary to meet any
          applicable withholding obligation. If I dispose of such shares at any time after
          the expiration of the 2-year holding period, I understand that I will be treated
          for U.S. federal income tax purposes as having received income only at the time
          of such disposition, and that such income will be taxed as ordinary income only
          to the extent of an amount equal to the lesser of (i) the excess of the
          fair market value of the shares at the time of such disposition over the
          purchase price which I paid for the shares, or (ii) 15% of the fair market
          value of the shares on the first day of the Offering Period. The remainder of
          the gain, if any, recognized on such disposition will be taxed as capital gain. 


          



     	7.	
          I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The
          effectiveness of this Subscription Agreement is dependent upon my eligibility to
          participate in the Employee Stock Purchase Plan. 


          



     	8.	
          In the event of my death, I hereby designate the following as my
          beneficiary(ies) to receive all payments and shares due me under the Employee
          Stock Purchase Plan: 


          







				
	NAME:  (Please print)	


		(First)	(Middle) 	(Last)











		
	
	

	Relationship	










		
		

		(Address)







		
	Employee's Social
Security Number:	












		
	Employee's Address: 	








		
		






		
		








I UNDERSTAND THAT THIS SUBSCRIPTION
AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED
BY ME. 



			
	Dated:	

	


			Signature of Employee




			
			








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EXHIBIT B  



AUDIOCODES LTD. 



2001 U.S. EMPLOYEE
STOCK PURCHASE PLAN 



NOTICE OF WITHDRAWAL 



        The
undersigned participant in the Offering Period of the AudioCodes, Ltd. 2001 U.S. Employee
Stock Purchase Plan which began on ___________, ______ (the “Enrollment
Date”) hereby notifies the Company that he or she hereby withdraws from the
Offering Period. He or she hereby directs the Company to pay to the undersigned as
promptly as practicable all the payroll deductions credited to his or her account with
respect to such Offering Period. The undersigned understands and agrees that his or her
option for such Offering Period will be automatically terminated. The undersigned
understands further that no further payroll deductions will be made for the purchase of
shares in the current Offering Period and the undersigned shall be eligible to participate
in succeeding Offering Periods only by delivering to the Company a new Subscription
Agreement. 



	 	
Name
and Address of Participant: 






	 	







	 	







	 	










	 	
Signature: 







	 	








			
		Date:	











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