**EXHIBIT 11**
**RADCOM Ltd.**
**Code of Ethics and Business Conduct**
**February 2004**
**IMPORTANT**: This Code is designed to implement the laws to which we are allsubject, but it may, in some aspects, go beyond legal obligations. In addition,this Code does not, and does not purport to, contain any legal advice. To theextent the laws applicable to you are more strict than the standards that applyto you pursuant to this Code, this Code is not purported to derogate from suchlaws and should not be understood as such**.**For the avoidance of doubt, in theevent of any inconsistency between this Code and the local laws applicable toyou, the latter will govern. Lastly, this Code is designed solely for thebenefit of RADCOM and none of the provisions of this Code are intended toprovide any rights or remedies to any person other than RADCOM and itssuccessors and assigns (if any).
 

 

**Our Code of Ethics and Business Conduct**
     The value of uncompromising integrity, strict compliance with applicablelaws and full, fair and accurate disclosure are the foundations of ourrelationships with our customers, business partners, shareholders and among oneanother. We must ensure that these values are a key element of the RADCOMculture.
This Code of Ethics and Business Conduct, which we refer to as this “Code,” isintended to have our directors, officers and employees appreciate theimportance we place on ethical business conduct and to map out the kind ofcompany we want to be. In particular, the purpose of this Code is to establishpolicies and guidelines that ensure that and/or promote:
     I. Honest and ethical conduct, including the ethical handling of conflictsof interest;
     II. Full, fair, accurate and timely disclosure in public communications made by us;
     III. Compliance with applicable laws and regulations;
     IV. The conduct of our business in the following manner:
 (a) The seizing of corporate opportunities by RADCOM (rather thanby individuals for personal gain);  (b) Ensuring the confidentiality of information entrusted to ourdirectors, officers and employees;  (c) Fair dealing with customers, suppliers, competitors and employees;  (d) Protection and proper use of RADCOM’s assets;
     V. Enforcement and compliance with this Code; and
     VI. Prompt reporting of violations of this Code.
This Code applies to all the employees, officers and directors of RADCOM Ltd.and its affiliates, which we refer to from time to time as “you,” “RADCOMpersonnel,” “RADCOM people,” or “people of RADCOM.”
***What should I do if this Code is not clear to me?***If you have any questionsabout this Code or if you face any dilemmas in connection herewith, please talkto your supervisor, Vice President of Human Resources, or any of the otherresources identified in Section VI below, as applicable. We may also choose toissue from time to time additional policy memoranda that will further explainor clarify the standards and guidelines in this Code.
***Will this Code be updated?***This Code may be modified or supplemented from timeto time in which case we will furnish to you the modification or supplement.
***Where can I find this Code?***A copy of this Code is available on our Website atwww.RADCOM.com. An Hebrew translation of the Code is available upon requestfrom Vice President of Human Resources RADCOM
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**I. Integrity and Ethical Conduct**
Ethics are defined as a set of moral principles or rules of conduct. This Codeand your compliance with it will assist you to appreciate the manner in whichto do business, in RADCOM, and will assist RADCOM to deter wrongdoing. Weexpect that you will uphold these principles but since this Code does notpurport to provide answers to all questions that might arise, we must rely onyou to exercise common sense and good judgment of what is right, including asense of when it is proper for you to seek guidance from others.
*Avoid Conflicts of Interest*
Although you are generally free to engage in personal business and otheractivities outside RADCOM outside ordinary business hours, this freedom is notunlimited and you should generally avoid conflicts of interest. A “conflict ofinterest” occurs whenever your personal interests interfere or may interfere inany way, or appear to interfere, with the best interests of RADCOM.
***What should I do if I cannot avoid a conflict of interest?***You should promptlybring it to the attention of your supervisor, in writing if so requested, whowill, if deemed appropriate under the circumstances, notify our Vice Presidentof Human Resources or CFO. Directors and officers of RADCOM are also requiredto comply with additional procedures pursuant to applicable law, if any.
***Can I receive or give gifts?***We recognize that small business gestures arepart of doing business in a civilized way and that, when operating globally,sensitivity to cultural differences must be maintained. Nevertheless, youshould apply common sense to any gratuity. For the avoidance of doubt, you maynot receive gifts or favors in significant value from, or grant the same to,vendors, suppliers, customers and other business associates. Any form of bribeor other benefit restricted by law are strictly prohibited.
***Can I use my position to help friends or family members do business withRADCOM?***Although your friend or family member may represent a good businessopportunity for us and there is no sense in losing it, your help may involve aconflict of interest. If this is the case, you should report the conflict toyour superior as described above and abstain from being unduly involved in thedecision process. Please note that in some cases, such as if you are ourdirector or officer, we may require that the matter will be brought toconsideration of our Audit Committee, Board of Directors or even theshareholders.
***Can RADCOM provide loans to directors, officers and employees?***Providing loansor guarantees to our people for personal reasons may present a conflict ofinterest. In general, we will not permit such loans to executive officers anddirectors. In certain circumstances, loans to other employees may be providedin accordance with applicable law.
**II. Full and Fair Public Disclosure**
*Public Company*
RADCOM is a public company and our shares are listed for trading on the NasdaqNational Market under the symbol “RDCM.” This means, among other things, that:
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 • we must keep our shareholders, prospective investors and the publicat large, apprised of material information or developments concerningus, regardless of whether or not they are adverse to us; and
 • we cannot engage in “insider trading” or “tipping” of any sort.
*Full, Fair, Accurate and Timely Disclosure*
We need to ensure that public communications about material events ordevelopments concerning us are complete, fair, accurate and broadlydisseminated to the public in accordance with all applicable legal andregulatory requirements. To that end, we have implemented disclosure controlsand procedures and established a special disclosure committee designed toguarantee this objective. You can assist us in achieving these goals by, amongother things, complying with the following guidelines:
 • If you are responsible for preparing our public disclosures, pressreleases etc. or provide information to our people who are part of thisprocess, you should do your best to make sure that such disclosure orinformation is full, fair and accurate. In this respect, you areencouraged to also read our Disclosure Policy previously circulated toyou for additional guidance.
 • We designated a limited number of spokespersons responsible forcommunication of material information or commenting on materialdevelopments and, if you are not one of those spokespersons, you shouldnot publicize or leak any non-public information or respond toinquiries on any material issue. Instead, you should refer any inquiryyou receive to Vice President of Human Resources or the Chief FinancialOfficer.
 • RADCOM’s books and records, including financial statements andreports on which such financials are based, must accurately and fairlypresent all our transactions in reasonable detail. False andmisleading entries in our books and records are strictly prohibited.Our people are expected to fully cooperate with our internal andexternal auditors.
*Insider Trading*
In the course of your employment or other connection with RADCOM, you maybecome aware of “non-public material information” about us. If you possesssuch information, you are subject to trading restrictions. This generallymeans that you cannot legally trade in our securities, or make recommendationsto anyone, including your family and friends, based on such information, unlessthis information becomes public or otherwise, with the passage of time, becomesobsolete and stale.
If you violate insider-trading laws, both you and RADCOM may be subject tosevere civil and criminal penalties. These laws apply even to relatively smalltransactions.
***What is considered “non-public material” information?***
 • Information is “non-public” if it hasn’t been the subject of an RADCOMpress release or other disclosure document; and
 • “Material” information is any information relating to the business andaffairs of RADCOM (or its subsidiaries) that results in, or wouldreasonably be expected to result in, a change in the market price orvalue of RADCOM’s securities or about which there is a substantiallikelihood that a reasonable investor would consider it important inmaking investment decisions. Examples of material information include,but are not limited to, major corporate acquisitions or take-over bids,financial
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   forecasts and possible award of significant contracts.
***Further guidance.***If you are uncertain about this matter, you are encouragedto review our Insider Trading Policy and, if questions persist, you can consultour CFO before trading or “tipping.”
**III. Compliance with Laws and Regulations**
Needless to say, people at RADCOM are required to comply and strictly adhere toall applicable laws, rules and regulations, in Israel and around the globe.
*Worldwide Operations*
Ignorance of the law is no excuse. As our operations are worldwide, we alsomust be receptive to the different local laws and rules that apply to ourbusiness. Thus, you should become familiar with the applicable laws andregulations that apply to the nature of your work. For example, if you are onour accounting team, you should be familiar with generally accepted accountingprincipals, and, if you are responsible for our import and export, you shouldbe familiar with the import and export controls that apply in the differentterritories. This does not mean that you must be a legal expert but ratherthat you will be able to suspect when a compliance issue exists and furtherguidance is warranted.
*Treatment of Others*
The way that we treat each other and our colleagues affects the way we dobusiness. All of us deserve a work environment where we are respected andtreated with decency. This means, among other things, that:
 • we are committed to wage and benefit compensation in accordancewith applicable laws;
 • each of us should respect the privacy of each other’s private livesand RADCOM will require you to provide information only as required tooperate effectively or otherwise required by law. At the same time,employees should not expect privacy with respect to their workstations, including emails and Internet use;
 • we are an equal opportunity employer and we are committed toretaining the best individuals, without discrimination and regardlessof their race, religion, gender, color or sexual orientation; and
 • we strongly reject any form of sexual harassment or other forms ofharassment, and such conduct will not be tolerated.
*Safety*
RADCOM is dedicated to providing a safe and healthy work environment.Accordingly, you should immediately report to your supervisor of any safety orenvironmental hazards in your workplace or in our products, and of anyaccidents or injuries.
**IV. Conducting Our Business**
*(a) Corporate Opportunities*
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You are entrusted with a variety of resources and a wealth of information thatRADCOM exerted its best efforts to retain and build. Although we recognize thatan employee may, at times, use some of these resources for incidental personalactivities, this personal use should be kept to a minimum.
Notwithstanding the foregoing, you are prohibited from taking for yourself oryour associates and relatives, opportunities that are discovered through yourposition or the use of RADCOM’s resources or information, without our priorapproval. You owe a duty to advance our business interests when opportunityarises, and you are not allowed to engage in business competing with ours,unless you obtain the approval of an authorized RADCOM officer. See also withrespect to “Conflict of Interest” above.
*(b) Confidentiality*
Our business and technical information is our property. If we fail to protectour proprietary rights and secret know-how, we would not be able to compete.If we fail to protect the proprietary rights and secret know-how entrusted tous by others, we would not be able to maintain business relationships. Thus,you must preserve and protect the confidentiality of information entrusted toyou by RADCOM, its business partners and customers, except where disclosure isproperly authorized or legally mandated. Where disclosure of confidentialinformation of RADCOM is authorized, it should be disclosed only under theprotection of a written confidentiality/non-disclosure agreement, unlessotherwise permitted by an authorized RADCOM officer.
***What is “confidential” information?***Broadly defined, “confidential”information is proprietary information which is not in the public domain. Whenyou receive a document entitled “confidential” or “secret,” you can assume thatit is confidential to us or our business partner. However, confidentialinformation is not always labeled as such.
***May I accept information that someone wishes to submit in confidence?***Althoughwe can sometimes accept information under such conditions, you should becautious when anyone wishes to share or provide information based on anexpectation that we will hold it in confidence and you should seek approval ofVice President of your department. Until such approval is granted, suchunsolicited third-party confidential information should not be received by you,or if received, should not be opened or examined by you. If approval is deniedand you received such confidential information, you should return theinformation unopened to the third party.
**Be cautious!**You should be cautious when handling confidential information.For example, you should not discuss such information in elevators, taxicabs orany place where they can be overheard and not read confidential documents inpublic places. Such information should be disclosed only to RADCOM personnelwho need to use or access such information, on a “need to know” basis.
*(c) Fair Dealing*
Forging quality and meaningful relationships with our customers, suppliers andemployees is a key to our success:
 • *Focus on the quality of our products!*We must maintain thehighest standards of integrity when making representations about ourproducts and services, emphasizing the quality and value that we canoffer and avoiding false and misleading statements about competingproducts.
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 • *Our suppliers and resellers are our partners!*Our success isdependent on our ability to work in full cooperation with oursuppliers and resellers. You must use common sense and the higheststandards of integrity when you deal with them.
 • *Our employees are our most valuable resource!*We value your workand respect your contribution to RADCOM. We are committed to treatingyou with respect and supporting your ambitions within RADCOM.
***Truth in Marketing and Advertising!***All advertising and promotional claims,including comparisons with competitive products or services, must be based onfacts. In some countries, comparative advertising is limited or even unlawful.
***With which suppliers should RADCOM work?***You are not required to award ourbusiness to a supplier based solely on the lowest price. While this is a keyfactor, we make our choices based on the merits of each case, including thesupplier’s quality of products and services, financial stability andreputation. You should avoid decisions that could appear to be based onpersonal reasons.
We believe that our products and services are competitive on their own merits,and thus we are committed to an honest, while vigorous, contest with ourcompetitors.
 • *Compete fairly!*Our activities are subject to antitrust laws andtrade regulations and we and our employees may be subject to civil andcriminal penalties if such laws or regulations are not observed. Wesupport fair competition and comply with the competition and anti-trustlaws of the countries in which we do business.
 • *Avoid unnecessary contacts with competitors!*We must notcollaborate with competitors to restrain competition, such as by fixingprices or otherwise. For that reason, and to mitigate the chance thatwe appear to be doing so, you should keep away from unnecessarycontacts with competitors. This does not mean that you cannotparticipate in conventions or exhibits in which our competitorsparticipate.
***Can I gather competitive information?***In order to stay competitive, we must beknowledgeable about industry developments. However, this information should beobtained legally, such as by reviewing press releases and industry articles andreports. You are strictly prohibited from obtaining non-public information byillegal or improper means, such as causing a competitor’s employee to violatehis or her obligations to the competitor.
***Antitrust laws and trade regulations are complex and country specific – when indoubt, always seek advice from our Chief Financial Officer /***
*Protect our Assets*
You must take care to safeguard RADCOM’s assets. This includes protecting themfrom unauthorized use and restricting any use for unlawful or improper purpose.Theft, negligence and waste have a direct impact on our profitability and youshould do your best to ensure that RADCOM’s assets are efficiently used. Allour assets, information and equipment must only be used for legitimate businesspurposes.
**V. Enforcement of this Code**
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*You are responsible!*Regardless of your role in RADCOM or the magnitude ofyour decisions, you are accountable for your decisions and should put this Codeinto practice. One of the reasons for our compiling this Code of Ethics andBusiness Conduct is to help you make the right decisions and identify theprincipal issues that should be considered by you. Yet, this Code cannotanticipate every possible issue that you may face and your common sense must beused.
*You are not alone!*You should feel free to seek your supervisor’s assistanceor even consult with Vice President of Human Resources or our Chief FinancialOfficer when faced with tough choices.
*Violations of this Code.*We trust that you will do your best to comply withthis Code, but please bear in mind that we will take appropriate disciplinaryactions for violations of this Code. Such disciplinary actions include, butare not limited to, penalties and demotions and even dismissals. Disciplinaryactions may also extend to the violator’s supervisor, insofar as we determinethat he or she was also at fault by his or her actions or inactions.
**VI. Report Your Concerns and Non-Compliance**
*You are encouraged to report violations*
If you know of, or reasonably suspect, a violation of applicable laws, rules orregulations, of this Code or other policies of RADCOM, including any evidenceof fraud occurring in your region, business segment or unit, and that involvesany employee or agent of RADCOM, you must immediately report such informationto your supervisor, senior management or the individuals or offices listedbelow, as you deem appropriate.
If the matter concerns accounting or auditing issues or you believe that thenature of the matter requires disclosure directly to the Audit Committee ofRADCOM’s Board of Directors (including in events where you believe that yoursupervisor or other personnel has not properly responded to such information),you may report such matter directly to the Audit Committee.
*Reporters will be protected*
Employees who make reports, in good faith, of suspected violations ofapplicable laws, rules or regulations, of this Code or other policies ofRADCOM, or regarding accounting or audit issues as described above, to ourpersonnel or Audit Committee, as applicable, will be protected fromretaliation, such as demotion or involuntary termination of employment, as aresult of their reports.
A person making the report may also elect to make the report on an anonymousbasis, but such reports should be very detailed or include means to contact thereporting person.
Every reported allegation of illegal or unethical behavior will be thoroughlyand promptly investigated.
**We will not fire, demote, threaten, harass or discriminate against any employeesolely because he or she provided information, caused information to beprovided or otherwise assisted in an investigation regarding any conduct byRADCOM that he or she reasonably believes to constitute a violation ofsecurities laws and/or rules or federal law regarding fraud against theshareholders of RADCOM.**
*Relationship to other policies and laws*
This Code of Ethics and Business Conduct is designed to ensure that you arecommitted to ethical business conduct and legal compliance. However, thestandards embedded in this Code are not the
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exclusive source of guidance and information on our expectations and should beread together with other laws and policies applicable to you, whether you arean employee, officer or director.
*Waivers of this Code*
Any waiver of this Code of Ethics and Business Conduct for executive officersor directors may only be made with the approval of the RADCOM’s Board ofDirectors, or a committee designated thereby. Any such waiver must then bepromptly disclosed to the public. Any waiver of this Code of Ethics andBusiness Conduct for other employees may only be made with the approval of theChief Financial Officer or Chief Executive Officer or RADCOM’s Board ofDirectors/
**LIST OF CONTACTS**
**Vice President of Human Resources**: Ruthy Koren, email: ruthyk@radcom.com.
**Chief Financial Officer**: David Zigdon, email: davidz@radcom.com.
**Audit Committee**: Rony Ross, email ronyr@pansw.com