**EXHIBIT 10.1**

**AMENDMENT AND ADDENDUM DATED AS OF JULY 26, 2006(the “amendment”)TO THAT CERTAIN CONVERTIBLE LOAN AGREEMENT ENTERED INTO AS OF APRIL 4, 2006**

This Amendment isentered by and among Fortissimo Capital Fund GP, L.P., on behalf of the severalparallel partnerships in which it serves as the General Partner (the “**Lead Lender**”), whose principal offices arelocated at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel, ShemBasum Ltd., an Israeli company, having its address at 8 Hanna Senesh St., KfarSaba, Israel (“**Beilis**”); MichaelChill, an individual having his address at 210 West 89th Street Apt. 4-N, NewYork, NY 10024, U.S.A. (“**Chill**”and together with Beilis and the Lead Lender, the **“Accelerating Lenders**”), and Radview Software Ltd., an Israelicorporation, corporate registration number 511627952, with its principaloffices in Israel located at 2 Habarzel Street, Tel Aviv 69710, Israel and itsprincipal offices in the U.S.A. located at 7 New England Executive Park,Burlington, MA 01803 (the “**Borrower**”or the “**Company**”).

**RECITALS**

**WHEREAS,**onJanuary 26, 2006, the Lead Lender and the Borrower entered into a Bridge LoanAgreement (the “**BLA**”), pursuant towhich the Lead Lender has agreed to advance to the Company by installments aloan in the amount of up to US$500,000, all as set forth in the BLA (principalamounts actually borrowed under the BLA and any interest accrued thereon shallhereinafter be defined as the “**Bridge LoanAmount**”); and

**WHEREAS**,the Accelerating Lenders, Mr. Yehuda Zisapel (“**Zisapel**”) and the Borrower have entered into a Share PurchaseAgreement, dated as of April 4, 2006, pursuant to which the AcceleratingLenders and Zisapel shall make an equity investment of up to US$3,000,000 inthe Company (the “**SPA**”); and

**WHEREAS,**concurrentlywith the entering into the SPA, the Accelerating Lenders, Zisapel and theBorrower entered into a Convertible Loan Agreement, dated as of April 4, 2006(the “**CLA**”), pursuant to which theAccelerating Lenders and Zisapel shall advance to the Company a loan in theamount of US$250,000 (in addition to the US$500,000 made available to theCompany under the BLA) concurrently with the SPA Closing (as such term isdefined in the CLA; the aforesaid US$250,000 amount shall hereinafter bedefined as the “**Principal****Amount**”), of which the respective portionsof the Accelerating Investors are set forth on Schedule 1.1 hereto (the “**Accelerated Portion of the Principal Amount**”);and

**WHEREAS**,the Accelerating Lenders and the Borrower wish to amend certain of the provisionsof the CLA so that the Accelerated Portion of the Principal Amount shall bemade available to the Borrower prior to the SPA Closing, all as set forth inthe CLA as amended hereby, while the balance of the Principal Amount shallremain available to the Borrower from Zisapel pursuant to the original terms ofthe CLA.

**NOW,THEREFORE**, in consideration of the mutual agreements,provisions and covenants contained herein, the parties agree as follows:

# **1.****                                      Interpretation.**

The preamble to thisAmendment shall be deemed an integral part hereof. Capitalized terms used andnot otherwise defined herein shall have the meanings set forth in the CLA. Themeaning of capitalized terms which are defined herein shall apply to such termswhen used in the CLA, as amended hereby.

# **2.****                                      Amendmentof the CLA**

The AcceleratingLenders and the Borrower hereby agree to amend the CLA, as follows:

## **2.1****                               Amendmentof Section 1.1 of the CLA (Definition of Loan Date).**

The provisions ofSection 1.1 (a) of the CLA shall be replaced in their entirety by thefollowing:

*“Subjectto the terms and conditions of this Agreement, each of the Lenders, severallyand not jointly, agrees to provide to the Borrower with a loan in the amountset forth opposite the name of such Lender in Schedule 1.1 hereto,amounting in the aggregate to the Principal Amount. The Company acknowledgesthat it has received from the Lead Lender a total of $500,000, constituting theentire amount available for burrowing under the BLA.”*

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In Section 1.1(b)the reference in the first sentence to “the Loan Date (as defined below)” shallbe replaced with the following text: “the Accelerated Portion Loan Date or theRemaining Portion Loan Date (each, as defined below), as the case may be”

The provisions ofSection 1.1 (c) of the CLA shall be replaced in their entirety by thefollowing:

*“Therespective portion of the Principal Amount of each of the Accelerating Lenders,as set forth in Schedule 1.1 hereto (the “**AcceleratedPortion of the Principal Amount**”) shall be paid to the Borrower nolater than July 27, 2006 (the “**Accelerated****Portion****Loan Date**”). Zisapel’s respective portion of the PrincipalAmount shall be paid to the Company concurrently with the SPA Closing (the “**Remaining Portion Loan Date**”)”.*

## **2.2****                               Amendmentof Section 1.2of the CLA.**

(i)                                     Theprovisions of Section 1.2 (a) of the CLA shall be replaced in their entirety bythe following:

*“Unlessearlier converted in accordance with the terms of Sub-Section 1.2 (b) below,the Loan Amount shall become immediately repayable in full upon the earlier tooccur of: (a) the date which is thirty (30) days after the third anniversary ofthe Remaining Portion Loan Date; (b) at the option of a Lender with respect tosuch Lender’s portion of the Loan Amount, upon the occurrence of an Event ofDefault (as defined herein); or (c) in respect only of the Loan Amountattributable to the Accelerated Portion of the Principal Amount -  in the event that (i) the SPA Closing has nottaken place on or prior to August 27, 2006 or(ii)  the Borrower has not adoptedthe Resolutions (as defined below) at the shareholders meeting, then in each ofthe circumstances under subsections (i) or (ii) above, by September 15, 2006,unless Borrower has received a written extension of such repayment date by anAccelerating Lender, which notice shall apply only to such Accelerating Lender’srespective portion of the Loan Amount. It is hereby clarified that concurrently with and in addition to therepayment to the Lead Lender of its respective portion of the Loan Amount, theBorrower shall repay to the Lead Lender the entire Bridge Loan Amount thenoutstanding.”*

(ii)                                  Thereference to “the Loan Date” in the first line of Section 1.2(b) of the CLAshall be replaced with the following text:

*“theAccelerated Portion Loan Date or the Remaining Portion Loan Date, as the casemay be”*.

(iii)                               The reference to “theLoan Date” in the second line of Section 1.2(b) of the CLA shall be replacedthe following text:

 “*theRemaining Portion Loan Date*”.

## **2.3****                               Amendmentof Section 1.5 of the CLA.**

(i)                                   Deletein its entirety the preamble text to Section 1.5 of the CLA reading:

*“Onor prior to the Loan Date, Borrower shall deliver to the Lenders the following:”*

(ii)                                Section 1.5(a) of the CLA shall be replaced in its entirety by thefollowing:

*“Promptlyfollowing Borrower’s shareholders meeting, the Borrower shall deliver to theLenders a copy of the resolutions of Borrower’s audit committee, Board ofDirectors (the “**Board**”) andShareholders (collectively, the “**Resolutions**”),approving the execution and performance by Borrower of this Agreement and itsannexes and the Charge Debentures (all, as defined below) in forms to thereasonable satisfaction of counsel to Lead Lender. In the event that theBorrower’s audit committee does not approve this Agreement, the Borrower shallrepay to Beilis its respective portion of the Loan Amount with the addition ofany Interest accrued thereon, within 14 days from the date of the Borrower’sshareholders meeting. Notwithstanding the above, each of the other AcceleratingLenders shall have the right (but not the obligation) to receive by assignmentin writing its pro-rata portion of the Loan Amount that was extended by Beilishereunder in consideration for payment to Beilis of such pro rata portion plusthe applicable Interest. It is hereby clarified that the non-participation ofBeilis in the Convertible Loan shall not affect the parties’ rights andobligations under this Agreement.*

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(iii)                             Add the following text atthe beginning of each of the provisions in Sections 1.5(b), 1.5(c) of the CLA:

*“Onor prior to the Accelerated Portion Loan Date, Borrower shall deliver tothe  Lenders...”*

(iv)                              Add the following text at the beginningof the provision in Section 1.5 (d) of the CLA:

*“Concurrently with or prior to the SPA Closing or, inthe event that the Borrower has not delivered to the Lenders the Resolutions(pursuant to Section 1.5(a) above) then no later than 10 days following theBorrower’s general meeting, the Borrower shall deliver to the Lenders...”*

## **2.4****                               Additionof Section 1.6**

Add the following text as Section 1.6 of the CLA:

“*1.6      **[Omitted]”***

## **2.5****                               Amendmentto Section 1.7**

In the fourth and fifth lines of Section 1.7, afterthe words “this Agreement” insert “as amended”

## **2.6****                               Addendumand Amendment of Section 1.8 of the CLA.**

(i)                                     Addthe following new Section 1.8(b1) after the provisions in Section 1.8 (b) ofthe CLA:

*“(b1)For the avoidance of doubt and without derogating from the provisions ofSection 1.8(d) of this Agreement it is hereby clarified that Zisapel shall notbe eligible to exercise any rights he may have under the Floating or FixedCharge Debentures prior to his payment to the Borrower of his respectiveportion of the Principal Amount.”*

(ii)                                  Thereference in Section 1.8 (c) of the CLA to “Loan Date” shall be replaced withthe following text:

*“theAccelerated Portion Loan Date”*.

(ii)                                  FollowingSection 1.8(e) of the CLA, a new Section 1.8(f) shall be added as follows:

*“(f)For the avoidance of doubt, in the event of full repayment of the Loan Amountpursuant to Sub-Section (c) of Section 1.2 (a) of this Agreement each of theCharges shall ipso facto expire and each of the Lenders undertakes to executeany document reasonably required by the Company to effect the deletion of suchCharges from the records of any Israeli or non Israeli governmental authoritywith which such charges have been filed.”*

## **2.7****                               Amendmentof Section 3.1 of the CLA. **

Section 3.1 of the CLA shall be deleted in itsentirety. It is hereby agreed that: (i) the obligation of each Lender toadvance such Lender’s portion of the Principal Amount is subject to receipt bythe Lenders of the documents listed in Sections 1.5(b) and 1.5(c) of the CLA asamended hereby together with a counterpart signature page of this Amendmentsigned by all parties hereto; and (ii) the obligation of Zisapel to advance hisportion of the Principal Amount is subject to his receipt (in addition to theabovementioned deliverables) of the documents listed in Sections 1.5(a) and1.5(d)  and the occurrence of the SPAClosing.

## **2.8****                               Replacementof Schedule 1.1.**

Schedule 1.1attached to the Agreement shall be replaced with the Amended Schedule 1.1attached hereto.

# **3.****                                      Scopeof this Amendment.**

Except for theamendments and addendum set forth herein, no other provision of the CLA (and for the avoidance of doubt, of the BLA)is amended hereby and all such other provisions shall remain in full force andeffect in accordance with their terms.

[remainder of page intentionally left blank – signature page to follow]

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**SIGNATURE PAGE OF AMENDMENT TO CONVERTIBLE LOAN AGREEMENT**

**IN WITNESS WHEREOF**, Borrower and Lenders have executed this Amendment as of the date set forth in the preamble.

| BORROWER                      |                    |                                                                                                    | LEAD LENDER |             |
|-------------------------------|-------------------------|---------------------------------------------------------------------------------------------------------|-------------|------------------|
|                          |                    |                                                                                                    |        |             |
| **Radview Software Ltd.**     |                    | **FORTISSIMO CAPITAL FUND GP, L.P.  BY: FORTISSIMO CAPITAL (GP)  MANAGEMENT LTD., ITS GENERAL PARTNER** |
|                          |                    |                                                                                                    |        |             |
| /s/ JARON LOTAN               |                    | /s/ YUVAL COHEN                                                                                         |
| Name:                         | Jaron Lotan             |                                                                                                    | Name:       | Yuval Cohen      |
| Title:                        | Chairman of the Board   |                                                                                                    | Title:      | Managing Partner |
|                          |                    |                                                                                                    |        |             |
| /s/ CHRISTOPHER DINEEN        |                    |                                                                                                    |        |
| Name:                         | Christopher Dineen      |                                                                                                    |        |             |
| Title:                        | Chief Financial Officer |                                                                                                    |        |             |
|                          |                    |                                                                                                    |        |             |
| **SHEM BASUM LTD.**           |                    |                                                                                                    |        |
|                          |                    |                                                                                                    |        |             |
| /s/  SHAI BEILIS         |                    |                                                                                                    |        |
| Name:  Shai Beilis       |                    |                                                                                                    |        |
| Title:  Managing Partner |                    |                                                                                                    |        |
|                          |                    |                                                                                                    |        |
|                          |                    |                                                                                                    |        |
| **MICHAEL CHILL**             |                    |                                                                                                    |        |
|                          |                    |                                                                                                    |        |
|                          |                    |                                                                                                    |        |
| /s/ MICHAEL CHILL             |                    |                                                                                                    |        |
|                               |                         |                                                                                                         |             |                  |  |  |

** **

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**Amended Schedule 1.1**

| Name of Lender                                    | ** ** | **Principal Amount** | ** ** |
|-------------------------------------------------------------|------------|---------------------------|------------|
|                                                        |       |                      |       |   |
| Fortissimo Capital Fund GP, L.P. (Lead Lender)              |       | US                        | $          | 62,500 |   |
| Shem Basum Ltd. / Shai Beilis                               |       | US                        | $          | 50,000 |   |
| Yehuda Zisapel                                              |       | US                        | $          | 125,000 |   |
| Michael Chill                                               |       | US                        | $          | 12,500 |   |
| Sub-total                                                   |       | US                        | $          | 250,000 |   |
| Fortissimo Capital Fund GP, L.P. - balance of Bridge  Loan* |       | US                        | $          | 0 |   |
| Total                                                       |       | US                        | $          | 250,000 |   |

 

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*               Fortissimo CapitalFund GP, L.P. has previously provided the entire US$500,000 under the BridgeLoan.

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