**U** **NITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**




**Washington,
      D.C. 20549**




**FORM
      20-F**




o
            **REGISTRATION
                STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
                ACT
                OF 1934**




**OR**




x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the fiscal year ended** December 31,
      2005




**OR**




o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**




**For
      the transition period from __________ to __________**




**OR**


o
              **SHELL
                  COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF
                  1934**




**Date
      of event requiring this shell company report ____________**




**Commission
      file number 0-29452**




**RADCOM
      Ltd.**


**(Exact
      name of Registrant as specified in its charter)**




**Israel**


**(Jurisdiction
      of incorporation or organization)**




**24
      Raoul Wallenberg Street, Tel Aviv 69719, Israel**


**(Address
      of principal executive offices)**




**Securities
      registered or to be registered pursuant to Section 12(b) of the
      Act:**


**Title
                of each class**
            
            **Name
                of each exchange on which registered****None**
            
            **None**


**Securities
      registered or to be registered pursuant to Section 12(g) of the
      Act:**




**Ordinary
      Shares, NIS 0.05 par value per share**


**(Title
      of Class)**




**Securities
      for which there is a reporting obligation pursuant to Section 15(d) of the
      Act:**




**None**


**(Title
      of Class)**







Indicate
      the number of outstanding shares of each of the issuer’s classes of capital or
      common stock as of the close of the period covered by the annual
      report:




**14,958,477
      Ordinary Shares, NIS 0.05 par value per share**




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.




[ 
]
      Yes [X] No




**If
      this report is an annual or transition report, indicate by check mark if the
      registrant is not**


**required
      to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
      Act
      of 1934.**


**[
       ] Yes  [X] No**




Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the preceding 12 months (or for such shorter period that the registrant was
      required to file such reports), and (2) has been subject to such filing
      requirements for the past 90 days.




x Yes No
o




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):




Indicate
      by check mark which financial statement item the registrant has elected to
      follow.


o Item
      17  xItem
      18





Large
      Accelerated Filer [ ]  Accelerated
      Filer [ ]  Non-Accelerated
      Filer [X]






If
      this
      is an annual report, indicate by check mark whether the registrant is a shell
      company (as defined in Rule 12b-2 of the Exchange Act).          [ 
]
      Yes [X] No




Pg
          2


INTRODUCTION




RADCOM
      Ltd. develops, manufactures, markets and supports innovative, high-performance
      internetworking test and analysis equipment and quality management for data
      communications and telecommunications networks. We were incorporated in 1985
      under the laws of the State of Israel and commenced operations in
      1991.




Except
      for the historical information contained herein, the statements contained in
      this annual report are forward-looking statements, within the meaning of the
      Private Securities Litigation Reform Act of 1995, with respect to our business,
      financial condition and results of operations. Actual results could differ
      materially from those anticipated in these forward-looking statements as a
      result of various factors, including all the risks discussed in “Item 3-Key
      Information-Risk Factors” and elsewhere in this annual report.




We
      urge
      you to consider that statements which use the terms “believe,” “do not believe,”
“expect,” “plan,” “intend,” “estimate,” “anticipate,” and similar expressions
      are intended to identify forward-looking statements. These statements reflect
      our current views with respect to future events and are based on assumptions
      and
      are subject to risks and uncertainties. Except as required by applicable law,
      including the securities laws of the United States, we do not intend to update
      or revise any forward-looking statements, whether as a result of new
      information, future events or otherwise.




As
      used
      in this annual report, the terms “we,” “us,” “our,” and “RADCOM” mean RADCOM
      Ltd. and its subsidiaries, unless otherwise indicated.




PrismLiteTM,
      Omni-QTM, MediaProTM and WirespeedTM are our trademarks. All other trademarks and
      trade names appearing in this annual report are owned by their respective
      holders.




Pg
          3


**PART I**
            
            
            1ITEM
                1.
            IDENTITY
                OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS
            1ITEM
                2.
            OFFER
                STATISTICS AND EXPECTED TIMETABLE
            1ITEM
                3.
            KEY
                INFORMATION
            1A.
            SELECTED
                FINANCIAL DATA
            1B.
            CAPITALIZATION
                AND INDEBTEDNESS
            2C.
            REASONS
                FOR THE OFFER AND USE OF PROCEEDS
            2D.
            RISK
                FACTORS
            3ITEM
                4.
            INFORMATION
                ON THE COMPANY
            14A.
            HISTORY
                AND DEVELOPMENT OF THE COMPANY
            14B.
            BUSINESS
                OVERVIEW
            15C.
            ORGANIZATIONAL
                STRUCTURE
            26D.
            PROPERTY,
                PLANTS AND EQUIPMENT
            27ITEM
                4A.
            UNRESOLVED
                STAFF COMMENTS
            27ITEM
                5.
            OPERATING
                AND FINANCIAL REVIEW AND PROSPECTS
            27A.
            RESULTS
                OF OPERATIONS
            32B.
            LIQUIDITY
                AND CAPITAL RESOURCES
            35C.
            RESEARCH
                AND DEVELOPMENT, PATENTS AND LICENSES
            40D.
            TREND
                INFORMATION
            40E.
            OFF
                BALANCE SHEET ARRANGEMENTS
            41F.
            TABULAR
                DISCLOSURE OF CONTRACTUAL OBLIGATIONS
            41ITEM
                6.
            DIRECTORS,
                SENIOR MANAGEMENT AND EMPLOYEES
            42A.
            DIRECTORS
                AND SENIOR MANAGEMENT
            42B.
            COMPENSATION
            44C.
            BOARD
                PRACTICES
            45D.
            EMPLOYEES
            47E.
            SHARE
                OWNERSHIP
            47ITEM
                7.
            MAJOR
                SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
            48A.
            MAJOR
                SHAREHOLDERS
            48B.
            RELATED
                PARTY TRANSACTIONS
            49C.
            INERESTS
                OF EXPERTS AND COUNSEL
            50ITEM
                8.
            FINANCIAL
                INFORMATION
            51




Pg
          i


A.
            CONSOLIDATED
                STATEMENTS AND OTHER FINANCIAL INFORMATION
            51B.
            SIGNIFICANT
                CHANGES
            51ITEM
                9.
            THE
                OFFER AND LISTING
            51A.
            OFFER
                AND LISTING DETAILS
            51B.
            PLAN
                OF DISTRIBUTION
            52C.
            MARKETS
            53D.
            SELLING
                SHAREHOLDERS
            53E.
            DILUTION
            53F.
            EXPENSES
                OF THE ISSUE
            53ITEM
                10.
            
            ADDITIONAL
                INFORMATION
            53A.
            SHARE
                CAPITAL
            53B.
            MEMORANDUM
                AND ARTICLES OF ASSOCIATION
            53C.
            MATERIAL
                CONTRACTS
            59D.
            EXCHANGE
                CONTROLS
            59E.
            TAXATION
            59F.
            DIVIDENDS
                AND PAYING AGENTS
            70G.
            STATEMENTS
                BY EXPERTS
            70H.
            DOCUMENTS
                ON DISPLAY
            70I.
            SUBSIDIARY
                INFORMATION
            70ITEM
                11.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            70ITEM
                12.
            DESCRIPTION
                OF SECURITIES OTHER THAN EQUITY SECURITIES
            70**PART
                II**
            
            
            70ITEM 13.
            DEFAULTS,
                DIVIDEND AVERAGES AND DELINQUENCIES
            70ITEM
                14.
            MATERIAL
                MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
                PROCEEDS
            70ITEM
                15.
            CONTROLS
                AND PROCEDURES
            71ITEM
                16A.
            AUDIT
                COMMITTEE FINANCIAL EXPERT
            71ITEM
                16B.
            CODE
                OF ETHICS
            71ITEM
                16C.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            71ITEM
                16D.
            EXEMPTIONS
                FROM THE LISTING STANDARDS FOR AUDIT
                COMMITTEES.
            72ITEM
                16 E.
            PURCHASES
                OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
                PURCHASERS.
            72**PART
                III**
            
            
            72ITEM
                17.
            FINANCIAL
                STATEMENTS
            72ITEM
                18.
            FINANCIAL
                STATEMENTS
            72ITEM
                19.
            EXHIBITS
            73




Pg
          ii




**PART
      I**





**ITEM
              1.**
            **IDENTITY
                OF DIRECTORS, SENIOR MANAGEMENT AND
                ADVISORS**




Not
      applicable.




**ITEM
              2.**
            **OFFER
                STATISTICS AND EXPECTED
                TIMETABLE**




Not
      applicable.




**ITEM
              3.**
            **KEY
                INFORMATION**




**A.**  **SELECTED
      FINANCIAL DATA**




We
      have
      derived the following selected consolidated financial data as of
      December 31, 2004 and 2005 and for each of the years ended
      December 31, 2003, 2004, and 2005 from our consolidated financial
      statements and notes included in this annual report. The selected consolidated
      financial data as of December 31, 2001, 2002 and 2003 and for the years
      ended December 31, 2001 and 2002 have been derived from audited
      consolidated financial statements not included in this annual report.




You
      should read the selected consolidated financial data together with “Item
      5—Operating and Financial Review and Prospects” and our consolidated financial
      statements included elsewhere in this annual report.





pg1


Year
                Ended December 31,In
                Thousands of U.S. dollars (except weighted average number of ordinary
                shares, basic and diluted loss per ordinary share)2001
            
            2002
            
            2003
            
            2004
            
            2005Statement
                of Operations Data:Sales
            
            
            18,676
            
            
            14,591
            
            
            11,203
            
            
            16,055
            
            
            22,340Cost
                of sales
            
            
            8,811
            
            
            5,047
            
            
            4,894
            
            
            5,127
            
            
            7,398Gross
                profit
            
            
            9,865
            
            
            9,544
            
            
            6,309
            
            
            10,928
            
            
            14,942Operating
                expenses:Research
                and development
            
            
            9,380
            
            
            6,481
            
            
            5,593
            
            
            5,232
            
            
            5,815Less
                - royalty - bearing participation
            
            
            1,976
            
            
            2,328
            
            
            1,997
            
            
            1,722
            
            
            1,735Research
                and development, net
            
            
            7,404
            
            
            4,153
            
            
            3,596
            
            
            3,510
            
            
            4,080Sales
                and marketing
            
            
            11,513
            
            
            8,306
            
            
            7,411
            
            
            6,983
            
            
            7,881General
                and administrative
            
            
            2,437
            
            
            2,018
            
            
            1,620
            
            
            2,191
            
            
            1,689Total
                operating expenses
            
            
            21,354
            
            
            14,477
            
            
            12,627
            
            
            12,684
            
            
            13,650Operating
                income (loss)
            
            
            (11,489
            )
            
            (4,933
            )
            
            (6,318
            )
            
            (1,756
            )
            
            1,292Financing
                income, net
            
            
            41
            
            
            217
            
            
            93
            
            
            78
            
            
            235Net
                income (loss) for the year
            
            
            (11,448
            )
            
            (4,716
            )
            
            (6,225
            )
            
            (1,678
            )
            
            1,527Basic
                net income (loss) per ordinary share
            
            $
            (1.09
            )
            $
            (0.45
            )
            $
            (0.59
            )
            $
            (0.12
            )
            $
            0.10Weighted
                average number of ordinary shares used to compute basic net income
                (loss)
                per ordinary share
            
            
            10,511,789
            
            
            10,492,050
            
            
            10,493,184
            
            
            13,453,509
            
            
            14,696,090Diluted
                net income (loss) per ordinary share
            
            $
            (1.09
            )
            $
            (0.45
            )
            $
            (0.59
            )
            $
            (0.12
            )
            $
            0.10Weighted
                average number of ordinary shares used to compute diluted net income
                (loss) per ordinary share
            
            
            10,511,789
            
            
            10,492,050
            
            
            10,493,184
            
            
            13,453,509
            
            
            15,561,585Balance
                Sheet Data:Working
                capital
            
            
            14,444
            
            
            10,707
            
            
            5,702
            
            
            10,051
            
            
            12,987Total
                assets
            
            
            24,306
            
            
            19,429
            
            
            14,403
            
            
            20,129
            
            
            23,790Shareholders’
                equity
            
            
            16,926
            
            
            12,344
            
            
            6,246
            
            
            10,024
            
            
            12,485





**B.**
            **CAPITALIZATION
                AND INDEBTEDNESS**




Not
      applicable.




**C.**
            **REASONS
                FOR THE OFFER AND USE OF
                PROCEEDS**




Not
      applicable.




pg2


**D.**
            **RISK
                FACTORS******




*Our
      business, operating results and financial condition could be seriously harmed
      due to any of the following risks, among others. If we do not successfully
      address the risks to which we are subject, we could experience a material
      adverse effect on our business, results of operations and financial condition
      and our share price may decline. We cannot assure you that we will successfully
      address any of these risks.*




***Risks
      Related to our Business and our Industry***




**We
      may incur losses in the future.**




Although
      we had net income in the fiscal year ended December 31, 2005, in the fiscal
      years ended December 31, 2003 and 2004, we incurred losses. We may incur losses
      in the future, which could materially affect our cash and adversely affect
      the
      value and market price of our shares.




**From
      time to time we may need to raise financing. If adequate funds are not available
      on terms favorable to us or to our shareholders, our operations and growth
      strategy will be materially adversely affected.**




Although
      we recorded a net profit and were cash positive in 2005, from time to time
      we
      may be required to raise financing in connection with our operations and growth
      strategy. We do not know whether additional financing will be available when
      needed, or whether it will be availabe on terms favorable to us. If adequate
      funds are not available on terms favorable to us or to our shareholders, our
      operations and growth strategy will be materially adversely affected. For
      example, as a result of the net losses during the year ended December 31, 2004,
      we used approximately $2.2 million in cash during that period. ******




**We
      might not satisfy all the requirements for continued listing on the NASDAQ
      National Market, and our shares may be delisted.**




We
      are
      currently in compliance with all requirements for continued listing on the
      NASDAQ National Market. We cannot assure you, however, that we will maintain
      such compliance over the long term or that we will be able to maintain
      compliance with all of the continued listing requirements for the NASDAQ
      National Market. If we fail to comply with any of the continued listing
      requirements, we could be delisted from the NASDAQ National Market. Our shares
      would then be quoted on the NASDAQ Small Cap Market (if we satisfy the continued
      listing requirements for that market) or the Over-The-Counter Bulletin Board.
      For example, from time to time during 2003, our share price decreased below
      the
      required minimum bid price, and we did not maintain the required minimum market
      value of publicly held shares. In addition, in 2003, we fell below the minimum
      $10 million shareholders’ equity requirement. In March 2004, we raised $5.5
      million in a private placement of 3,851,540  of
      our
      ordinary shares and warrants to purchase 962,887  of
      our
      ordinary shares. This equity financing enabled us, among other things, to
      sustain near-term compliance with certain continued listing requirements of
      the
      NASDAQ National Market. Depending upon our level of revenues in the future
      and
      the strategy we adopt, we may need to raise additional debt or equity capital
      to
      meet our working capital needs in the future.




**We
      have a history of quarterly fluctuations and unpredictability in our results
      of
      operations and expect these fluctuations to continue. This may cause our stock
      price to decline.**




We
      have
      experienced and expect to experience in the future significant fluctuations
      in
      our quarterly results of operations. Factors that may contribute to fluctuations
      in our quarterly results of operations include:




·
            the
                variation in size and timing of individual purchases by our customers;




·
            absence
                of long-term customer purchase contracts;




pg3


·
            seasonal
                factors that may affect capital spending by customers, such as the
                varying
                fiscal year-ends of customers and the reduction in business during
                the
                summer months, particularly in Europe;




·
            the
                relatively long sales cycles for our products;




·
            competitive
                conditions in our markets;




·
            the
                timing of the introduction and market acceptance of new products
                or
                product enhancements by us and by our customers, competitors and
                suppliers;




·
            changes
                in the level of operating expenses relative to revenues;




·
            product
                quality problems;




·
            supply
                interruptions;




·
            changes
                in global or regional economic conditions or in the telecommunications
                industry;




·
            delays
                in purchasing decisions or customer orders due to customer consolidation;




·
            changes
                in the mix of products sold; and




·
            size
                and timing of approval of grants from the Government of
                Israel.




We
      believe, therefore, that period-to-period comparisons of our operating results
      should not be relied upon as an indication of future performance.




Our
      revenues in any period generally have been, and may continue to be, derived
      from
      a relatively small number of orders with relatively high average revenues per
      order. Therefore, the loss of any order or a delay in closing a transaction
      could have a more significant impact on our quarterly revenues and results
      of
      operations than on those of companies with relatively high volumes of sales
      or
      low revenues per order. Our products generally are shipped within 15 to 30
      days
      after orders are received. As a result, we generally do not have a significant
      backlog of orders, and revenues in any quarter are substantially dependent
      on
      orders booked, shipped and installed in that quarter.




We
      may
      experience a delay in generating or recognizing revenues for a number of
      reasons. Unfulfilled orders at the beginning of each quarter are typically
      substantially less than our expected revenues for that quarter. Therefore,
      we
      depend on obtaining orders in a quarter for shipment in that quarter to achieve
      our revenue objectives. Moreover, demand for our products may fluctuate as
      a
      result of seasonality.




Our
      revenues for a particular period may also be difficult to predict and may be
      adversely affected if we experience a non-linear (back-end loaded) sales pattern
      during the period. We sometimes experience significantly higher levels of sales
      towards the end of a period as a result of customers submitting their orders
      late in the period or as a result of manufacturing issues or component shortages
      which may delay shipments. Such non-linearity in shipments can increase costs,
      as irregular shipment patterns result in periods of underutilized capacity
      and
      periods when overtime expenses may be incurred, as well as leading to additional
      costs associated with inventory planning and management. Furthermore, orders
      received towards the end of the period may not ship within the period due to
      our
      manufacturing lead times




Most
      of
      our costs, including personnel and facilities costs, are relatively fixed at
      levels based on anticipated revenue. As a result, a decline in revenue from
      even
      a limited number of orders could result in our failure to achieve expected
      revenue in any quarter and unanticipated variations in the timing of realization
      of revenue could cause significant variations in our quarterly operating results
      and could result in losses.




pg4


If
      our
      revenues in any quarter remain level or decline in comparison to any prior
      quarter, our financial results could be materially adversely affected. In
      addition, if we do not reduce our expenses in a timely manner in response to
      level or declining revenues, our financial results for that quarter could be
      materially adversely affected.




Due
      to
      the factors described above, as well as other unanticipated factors, in future
      quarters our results of operations could fail to meet the expectations of public
      market analysts or investors. If this occurs, the price of our common stock
      may
      fall.




**A
      slowdown in the telecommunications industry could materially adversely affect
      our revenues and results of operations.**




Our
      future success is dependent upon the continued growth of the telecommunications
      industry. The global telecommunications industry is evolving rapidly, and it
      is
      difficult to predict its potential growth rate or future trends in technology
      development. The deregulation, privatization and economic globalization of
      the
      worldwide telecommunications market that have resulted in increased competition
      and escalating demand for new technologies and services may not continue in
      a
      manner favorable to us or our business strategies. In addition, the growth
      in
      demand for Internet services and the resulting need for high speed or enhanced
      telecommunications equipment may not continue at its current rate or at all.




Our
      future success depends upon the increased utilization of our test solutions
      by
      network operators and telecommunications equipment vendors. Industry-wide
      network equipment and infrastructure development driving the demand for our
      products and services may be delayed or prevented by a variety of factors,
      including cost, regulatory obstacles or the lack of or reduction in consumer
      demand for advanced telecommunications products and services. Telecommunications
      equipment vendors and network operators may not develop new technology or
      enhance current technology. Further, any such new technology or enhancements
      may
      not lead to greater demand for our products.




**Continued
      negative trends and factors affecting the telecommunications industry
      specifically and the economy in general may result in reduced demand and pricing
      pressure on our products.**




Negative
      trends and factors affecting the telecommunications industry specifically and
      the economy in general over the past several years have negatively affected
      our
      results of operations. As a result of the build-up of capacity by
      telecommunications companies in the late 1990s, the telecommunications sector
      has been facing significant challenges from excess capacity, new technologies
      and intense price competition. This excess network capacity, combined with
      the
      failure of many competitors in the telecommunications sector, has contributed
      to
      delayed adoption of next-generation cellular and wireline networks. As a result,
      we experienced a significant decline in demand for our products in 2001, 2002,
      and the first half of 2003, resulting in a significant decline in sales and
      revenues. In addition, weak economic conditions in the last recession resulted
      in reduced capital expenditures, reluctance to commit to long-term capital
      outlays and longer sales processes for network procurements by our customers.
      Although this trend has abated, we cannot predict the duration of the
      improvement or the impact it may have on our results of operations. Finally,
      an
      overall trend toward industry consolidation and rationalization among our
      customers, competitors and suppliers can affect our business, especially if
      any
      of the sectors we service or the countries or regions that we do business in
      are
      affected. Any future weakness in the economy or the telecommunications industry
      could affect us through reduced demand for our products, leading to a reduction
      in revenues and a material adverse effect on our business and results of
      operations.




**The
      market for our products is characterized by changing technology, requirements,
      standards and products, and we may be materially adversely affected if we do
      not
      respond promptly and effectively to such changes.**




The
      telecommunications market for our products is characterized by rapidly changing
      technology, changing customer requirements, evolving industry standards and
      frequent new product introductions, certain of which changes could reduce the
      market for our products or require us to develop new products. For example,
      the
      sharp reduction in demand for our ATM and frame relay products during 2003
      resulted in significantly reduced revenues for the year.




pg5


New
      or
      enhanced telecommunications and data communications-related products developed
      by other companies could be incompatible with our products. Therefore, our
      timely access to information concerning, and our ability to anticipate, changes
      in technology and customer requirements and the emergence of new industry
      standards, as well as our ability to develop, manufacture and market new and
      enhanced products successfully and on a timely basis, will be significant
      factors in our ability to remain competitive. For example, many of our strategic
      initiatives and investments are aimed at meeting the requirements of Application
      Providers of 3G Cellular and triple-play networks. If networking evolves toward
      greater emphasis on Application Providers, we believe we have positioned
      ourselves well relative to our key competitors. If it does not, however, our
      initiatives and investments in this area may be of no or limited value. As
      a
      result we cannot quantify the impact of new product introductions on our
      historical operations or anticipated impact on future operations.




In
      addition, as a result of the need to develop new and enhanced products, we
      expect to continue making investments in research and development before or
      after product introductions. Some of our research and development activities
      relate to long-term projects, and these activities may fail to achieve their
      technical or business targets and may be terminated at any point, and revenues
      expected from these activities may not be received for a substantial time,
      if at
      all.




**Our
      inventory may become obsolete or unusable.**




We
      make
      advance purchases of various component parts in relatively large quantities
      to
      ensure that we have an adequate and readily available supply. Our failure to
      accurately project our needs for these components and the demand for our
      products that incorporate them, or changes in our business strategy or
      technology that reduce our need for these components, could result in these
      components becoming obsolete prior to their intended use or otherwise unusable
      in our business. This would result in a write-off of inventories for these
      components. For example, in 2003 we wrote off $960,000 of inventory which we
      determined to be obsolete.




**Any
      reversal or slowdown in deregulation of telecommunications markets could
      materially harm the markets for our products.**




Future
      growth in the markets for our products will depend, in part, on the continued
      privatization, deregulation and the restructuring of telecommunications markets
      worldwide, as the demand for our products is generally higher when a competitive
      environment exists. Any reversal or slowdown in the pace of this privatization,
      deregulation or restructuring could materially harm the markets for our
      products. Moreover, the consequences of deregulation are subject to many
      uncertainties, including judicial and administrative proceedings that affect
      the
      pace at which the changes contemplated by deregulation occur, and other
      regulatory, economic and political factors. Furthermore, the uncertainties
      associated with deregulation have in the past, and could in the future, cause
      our customers to delay purchasing decisions pending the resolution of these
      uncertainties.




**Our
      business could be harmed if we were to lose the services of one or more members
      of our senior management team, or if we are unable to attract and retain
      qualified personnel.**




Our
      future growth and success depends to a significant extent upon the continuing
      services of our executive officers and other key employees. We do not have
      long-term employment agreements or non-competition agreements with any of our
      employees. Competition for qualified management and other high-level
      telecommunications industry personnel is intense, and we may not be successful
      in attracting and retaining qualified personnel. If we lose the services of
      any
      key employees, we may not be able to manage our business successfully or to
      achieve our business objectives.




pg6


Our
      success also depends on our ability to identify, attract and retain qualified
      technical, sales, finance and management personnel. We have experienced, and
      may
      continue to experience, difficulties in hiring and retaining candidates with
      appropriate qualifications. If we do not succeed in hiring and retaining
      candidates with appropriate qualifications, our revenues and product development
      efforts could be harmed.




**We
      may lose significant market share as a result of intense competition in the
      markets for our existing and future products.**




Many
      companies compete with us in the market for network testing and service
      monitoring solutions. We expect that competition will increase in the future,
      both with respect to products that we currently offer and products that we
      are
      developing. Moreover, manufacturers of data communications and
      telecommunications equipment, which are current and potential customers of
      ours,
      may in the future incorporate into their products capabilities similar to ours,
      which would reduce the demand for our products. In addition, affiliates of
      ours
      that currently provide services to us may, in the future, compete with us.




Many
      of
      our existing and potential competitors have substantially greater resources,
      including financial, technological, engineering, manufacturing and marketing
      and
      distribution capabilities, and several of them may enjoy greater market
      recognition than us. We may not be able to compete effectively with our
      competitors. A failure to do so could adversely affect our revenues and
      profitability.




**We
      are dependent upon the success of distributors who are under no obligation
      to
      distribute our products.**




We
      are
      highly dependent upon our distributors for their active marketing and sales
      efforts and for the distribution of our products. Many of our distributors
      outside of North America are the only entities engaged in the distribution
      of
      our products in their respective geographical areas. Typically, our arrangements
      with them do not prevent our distributors from distributing competing products,
      or require them to distribute our products in the future. Our distributors
      may
      not give a high priority to marketing and supporting our products. Our results
      of operations could be materially adversely affected by changes in the financial
      situation, business or marketing strategies of our distributors. Any such
      changes could occur suddenly and rapidly.




**We
      may lose customers and/or distributors on which we currently depend and we
      may
      not succeed in developing new distribution channels.**




We
      have
      one customer in North America who accounted for more than 10% of our sales
      in
      2005. If we were to lose this customer or if this customer were to reduce,
      delay
      or cancel its orders, our operating results could be harmed.




Our
      seven
      largest distributors in Europe and Asia accounted for a total of approximately
      30.1% of our sales in 2003, 47.2% of our sales in 2004, and 36.1% of our sales
      in 2005. Two of our largest distributors in Europe each accounted for more
      than
      10% of our sales in 2004 and one of our largest distributors in Europe accounted
      for about 10% of our sales in 2005. If
      we
      terminate or lose any of our distributors or if they downsize significantly,
      we
      may not be successful in replacing them on a timely basis, or at all. Any
      changes in our distribution and sales channels, particularly the loss of a
      major
      distributor or our inability to establish effective distribution and sales
      channels for new products, will impact our ability to sell our products and
      result in a loss of revenues.




**We
      could be subject to warranty claims and product recalls, which could be very
      expensive and harm our financial condition.**




Products
      as complex as ours sometimes contain undetected errors. These errors can cause
      delays in product introductions or require design modifications. In addition,
      we
      are dependent on other suppliers for key components incorporated in our
      products. Defects in systems in which our products are deployed,




pg7


whether
      resulting from faults in our products or products supplied by others, due to
      faulty installation or any other cause, may result in customer dissatisfaction,
      product return and, potentially, product liability claims being filed against
      us. Our warranties permit customers to return defective products for repair.
      The
      warranty period is typically one to two years. Any failure of a system in which
      our products are deployed (whether or not our products are the cause), any
      product recall, or product liability claims with any associated negative
      publicity, could result in the loss of, or delay in, market acceptance of our
      products and harm our business.




**We
      depend on limited sources for key components and if we are unable to obtain
      these components when needed, we will experience delays in manufacturing our
      products.**




We
      currently obtain key components for our products from either a single supplier
      or a limited number of suppliers. We do not have long-term supply contracts
      with
      any of our existing suppliers. This presents the following risks:




·
            Delays
                in delivery or shortages in components could interrupt and delay
                manufacturing and result in cancellations of orders for our
                products.




·
            Suppliers
                could increase component prices significantly and with immediate
                effect.




·
            We
                may not be able to locate alternative sources for product
                components.




·
            Suppliers
                could discontinue the manufacture or supply of components used in
                our
                products. This may require us to modify our products, which may cause
                delays in product shipments, increased manufacturing costs and increased
                product prices.




·
            We
                may be required to hold more inventory than would be immediately
                required
                in order to avoid problems from shortages or
                discontinuance.




We
      have
      experienced delays and shortages in the supply of components on more than one
      occasion in the past. This resulted in delays in our delivering products to
      our
      customers.




**We
      depend on a limited number of independent manufacturers, which reduces our
      ability to control our manufacturing process.**




We
      rely
      on a limited number of independent manufacturers, some of which are small,
      privately held companies, to provide certain assembly services to our
      specifications. We do not have any long-term supply agreements with any
      third-party manufacturer. If our assembly services are reduced or interrupted,
      our business, financial condition and results of operations could be adversely
      affected until we are able to establish sufficient assembly services supply
      from
      alternative sources. Alternative manufacturing sources may not be able to meet
      our future requirements, and existing or alternative sources may not continue
      to
      be available to us at favorable prices.




**If
      we do not effectively manage our growth, our business and operating results
      could be adversely affected.**




Our
      growth has placed, and is expected to continue to place, significant demands
      on
      our management, administrative and operational resources. To manage expansion
      effectively, we need to continue to develop and improve our operational and
      financial systems, sales and marketing capabilities and expand, train, retain,
      manage and motivate our employee base. Our systems, procedures or controls
      may
      not be adequate to support our operations and our management may not be able
      to
      successfully exploit future market opportunities or successfully manage our
      relationships with customers and other third parties. We may not continue to
      grow and, if we do, we may not effectively manage such growth. Any failure
      to
      manage growth ****** could
      have an adverse effect on our business, financial condition and results of
      operations.




pg8


**Our
      proprietary technology is difficult to protect and unauthorized use of our
      proprietary technology by third parties may impair our ability to compete
      effectively.**




Our
      success and ability to compete depend in large part upon protecting our
      proprietary technology. We rely upon a combination of contractual rights,
      software licenses, trade secrets, copyrights, nondisclosure agreements and
      technical measures to establish and protect our intellectual property rights
      in
      our products and technologies. In addition, we sometimes enter into
      non-disclosure and confidentiality agreements with our employees, distributors
      and manufacturers’ representatives, and certain suppliers with access to
      sensitive information. However, we have no registered patents, and these
      measures may not be adequate to protect our technology from third-party
      infringement. Moreover, pursuant to current U.S. and Israeli laws, we may not
      be
      able to enforce existing non-competition agreements. Additionally, effective
      trademark, patent and trade secret protection may not be available in every
      country in which we offer, or intend to offer, our products.




**We
      are subject to litigation regarding infringement claims or claims that we have
      violated intellectual property rights which could seriously harm our
      business.**




Third
      parties may from time to time assert against us infringement claims or claims
      that we have violated a patent or infringed a copyright, trademark or other
      proprietary right belonging to them. If such infringement were found to exist,
      we might be required to modify our products or intellectual property or obtain
      a
      license or right to use such technology or intellectual property. Any
      infringement claim, even if not meritorious, could result in the expenditure
      of
      significant financial and managerial resources. For example, on
      November 2, 2005, we were served with a claim by Qualitest Ltd., an
      Israeli company, which used to be a non-exclusive distributor of our products
      in
      Israel. The claim asserts that we breached an exclusive distribution agreement.
      On December 25, 2005, we filed a statement of defense asserting that
      an exclusive distribution agreement was never signed, and counterclaimed for
      unpaid invoices. The case has been brought before an arbitrator. We cannot
      predict our chances of success in this matter, and even if we prevail, the
      arbitration could result in the expenditure of significant financial and
      management resources.




**Yehuda
      Zisapel and Zohar Zisapel, beneficially own approximately 32.1% of our ordinary
      shares and therefore have significant influence over the outcome of matters
      requiring shareholder approval, including the election of
      directors.**




As
      of
      March 28, 2006, Yehuda Zisapel and Zohar Zisapel (our Chairman of the Board
      of
      Directors), who are brothers, beneficially owned an aggregate of
      5,192, 362
      ordinary shares, representing approximately 32.1% of the ordinary shares. As
      a
      result, Yehuda Zisapel and Zohar Zisapel have significant influence over the
      outcome of various actions that require shareholder approval, including the
      election of our directors. In addition, Yehuda Zisapel and Zohar Zisapel may
      be
      able to delay or prevent a transaction in which shareholders might receive
      a
      premium over the prevailing market price for their shares and prevent changes
      in
      control of management.




**We
      engage in transactions, and compete, with companies controlled by Yehuda Zisapel
      and Zohar Zisapel, which may result in potential
      conflicts.**




We
      are
      engaged in and expect to continue to be engaged in numerous transactions with
      companies controlled by Yehuda Zisapel and Zohar Zisapel. We believe that such
      transactions are beneficial to us and are generally conducted upon terms which
      are no less favorable to us than would be available from unaffiliated third
      parties. Nevertheless, these transactions may result in a conflict of interest
      between what is best for us and the interests of the other parties in such
      transactions. In addition, several products of such affiliated companies may
      be
      used in place of our products, and it is possible that direct competition
      between us and one or more of such affiliated companies may develop in the
      future. Moreover, opportunities to develop, manufacture, or sell new products
      (or otherwise enter new fields) may arise in the future and be pursued by one
      or
      more affiliated companies instead of or in competition with us. This could
      materially adversely affect our business and results of operations.




pg9


**We
      may encounter difficulties with our international operations and sales which
      could affect our results of operations.**




While
      we
      are headquartered in Israel, approximately 96.9% of our sales in 2004 and 96.6%
      of our sales in 2005 were generated outside of Israel, including in North
      America, Europe, Asia, South America and Australia. This subjects us to many
      risks inherent in international business activities, including:




·
            national
                standardization and certification requirements and changes in tax
                law and
                regulatory requirements;




·
            longer
                sales cycles, especially upon entry into a new geographical
                market;




·
            export
                license requirements;




·
            trade
                restrictions;




·
            changes
                in tariffs;




·
            currency
                fluctuations;




·
            economic
                or political instability;




·
            greater
                difficulty in safeguarding intellectual property;
                and




·
            difficulty
                in managing overseas subsidiaries and international
                operations.




We
      may
      encounter significant difficulties in connection with the sale of our products
      in international markets as a result of one or more of these
      factors.




**The
      ordinary shares issued to investors in the PIPE transaction and upon the
      exercise of the warrants issued in the PIPE transaction, and ordinary shares
      underlying our options, may be sold in the public market, which could materially
      adversely affect the market price of our ordinary shares and our ability to
      raise capital through an offering of securities.**




In
      connection with a PIPE investment in 2004, we issued 3,851,540 ordinary shares
      and warrants to purchase 962,887 ordinary shares. As of March 28, 2006, all
      of
      the warrants had been exercised, and 3,269,415 ordinary shares issued in the
      PIPE transaction and upon exercise of the warrants remain in the hands of the
      investors and are subject to an effective shelf registration statement. In
      addition, as of March 28, 2006, options to purchase a total of 2,654,822
      ordinary shares were outstanding, and an additional 945,945 ordinary shares
      issuable pursuant to options which may be granted under our stock option plans
      were reserved for issuance. All shares issued upon the exercise of these options
      will be immediately available for sale in the public market, subject to the
      terms of grant of the options. Sales of the ordinary shares issued in the PIPE
      transaction and upon exercise of the warrants that have not yet been sold,
      sales
      of the ordinary shares issuable upon exercise of the options, or even the
      prospect of such sales, could materially adversely affect the market price
      of
      our ordinary shares and our ability to raise capital through our offering of
      securities.




**Any
      inability to comply with Section 404 of the Sarbanes-Oxley Act of 2002 regarding
      internal control attestation may negatively impact the report on our financial
      statements to be provided by our independent auditors.**




We
      are
      subject to the reporting requirements of the Securities and Exchange Commission.
      The Securities and Exchange Commission, as directed by Section 404 of the U.S.
      Sarbanes Oxley Act of 2002, adopted rules requiring U.S. public companies to
      include a report of management on the company’s internal control over financial
      reporting in its annual report on Form 10 K or Form 20 F, as the case may be,
      that contains an assessment by management of the effectiveness of the company’s
      internal control over financial reporting. In addition, the company’s
      independent registered public accountants must attest to and report on
      management’s assessment of the effectiveness of the company’s internal control
      over financial reporting. Our management may not conclude that our internal
      controls over financial reporting are effective. Moreover, even if our
      management does conclude that our internal controls over financial reporting
      are
      effective, if the independent accountants are not satisfied with our internal
      controls, the level at which our controls are documented, designed, operated
      or
      reviewed, or if the independent accountants interpret the requirements, rules
      or
      regulations differently from us, they may decline to attest to our management’s
      assessment or may issue a report that is qualified. Any of these possible
      outcomes could result in a loss of investor confidence in the reliability of
      our
      financial statements, which could negatively impact the market price of our
      shares.




pg10


Under
      the
      recent SEC release/approval order, a foreign private issuer that is an
      "accelerated filer" and that files its annual reports on Form 20-F or Form
      40-F,
      must begin to comply with the internal control over financial reporting and
      related requirements, as directed by Section 404 of the U.S. Sarbanes Oxley
      Act
      of 2002, in the annual report for its first fiscal year ending on or after
      July
      15, 2006. A foreign private issuer that is not an accelerated filer under the
      Exchange Act Rule 12b-2 definition must begin to comply in its annual report
      for
      its first fiscal year ending on or after July 15, 2007.




Currently
      we are not an “accelerated filer” as we do not have the aggregate market value
      of $75 million or more (the so-called "public float"). However, we will have
      to
      reexamine our market value on June 30, 2006.




**The
      requirement to record an expense for our stock-based compensation plans, and
      the
      resultant ongoing accounting charges, will significantly reduce our reported
      net
      income and net income per share, and the price of our stock could drop
      significantly.**




In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement Number 123 (revised 2004) “Share-Based Payment”, or “FAS No.123 (R)”,
      which requires all companies to measure compensation expense for all share-based
      payments (including employee stock options) at fair value, and will be effective
      for public companies for annual reporting periods of fiscal years beginning
      after June 15, 2005. Our adoption of FAS No.123 (R) will require us to record
      an
      expense for stock-based compensation plans commencing in the first quarter
      of
      2006 and will result in ongoing accounting charges that will significantly
      reduce our net income. See Note 12 of the Notes to Consolidated Financial
      Statements for further information.




**If
      we are characterized as a passive foreign investment company, our U.S.
      shareholders may suffer adverse tax consequences.**




As
      more
      fully described below in “Item 10-Taxation-United States Federal Income Tax
      Considerations-Passive Foreign Investment Company Status,” if for any taxable
      year our passive income, or our assets which produce (or are held for the
      production of) passive income, exceed specified levels, we may be characterized
      as a passive foreign investment company for U.S. federal income tax purposes.
      This characterization could result in adverse U.S. tax consequences to our
      U.S.
      shareholders. U.S. shareholders should consult with their own U.S. tax advisors
      with respect to the U.S. tax consequences of investing in our ordinary shares.




**Volatility
      of the market price of our ordinary shares could adversely affect us and our
      shareholders.**




The
      market price of our ordinary shares has been and is likely to continue to be
      highly volatile and could be subject to wide fluctuations in response to
      numerous factors, including the following:




·
            market
                conditions or trends in our
                industry;




·
            political,
                economic and other developments in the State of Israel and
                world-wide;




pg11


·
            actual
                or anticipated variations in our quarterly operating results or those
                of
                our competitors;




·
            announcements
                by us or our competitors of technological innovations or new and
                enhanced
                products;




·
            changes
                in the market valuations of our
                competitors;




·
            announcements
                by us or our competitors of significant
                acquisitions;




·
            entry
                into strategic partnerships or joint ventures by us or our competitors;
                and




·
            additions
                or departures of key personnel.




In
      addition, the stock market in general, and the market for Israeli and technology
      companies in particular, has been highly volatile. Many of these factors are
      beyond our control and may materially adversely affect the market price of
      our
      ordinary shares, regardless of our performance. Shareholders may not be able
      to
      resell their ordinary shares following periods of volatility because of the
      market’s adverse reaction to such volatility and we may not be able to raise
      capital through an offering of securities.




***Risks
      Relating to Our Location in Israel***




**Conditions
      in Israel affect our operations and may limit our ability to produce and sell
      our products.**




We
      are
      incorporated under Israeli law and our principal offices and manufacturing
      and
      research and development facilities are located in the State of Israel.
      Political, economic and military conditions in Israel directly affect our
      operations. Since the establishment of the State of Israel in 1948, a number
      of
      armed conflicts have taken place between Israel and its Arab neighbors and
      a
      state of hostility, varying in degree and intensity, has led to security and
      economic problems for Israel. We could be adversely affected by hostilities
      involving Israel, the interruption or curtailment of trade between Israel and
      its trading partners, a significant increase in inflation, or a significant
      downturn in the economic or financial condition of Israel. Since
      October 2000, there has been a marked increase in hostilities between
      Israel and the Palestinians, which has adversely affected the peace process
      and
      has negatively influenced Israel’s relationship with several Arab countries.
      Also, the political and security situation in Israel may result in certain
      parties with whom we have contracts claiming that they are not obligated to
      perform their commitments pursuant to force majeure provisions of those
      contracts. In January 2006, Hamas, an Islamic movement responsible for many
      attacks against Israelis, won the majority of the seats in the Parliament of
      the
      Palestinian Authority. The election of a majority of Hamas-supported candidates
      is expected to be a major obstacle to relations between Israel and the
      Palestinian Authority, as well as to the stability in the Middle East as a
      whole.




Since
      our
      manufacturing facilities are located exclusively in Israel, we could experience
      disruption of our manufacturing due to acts of terrorism or any other
      hostilities involving or threatening Israel. If an attack were to occur, any
      Israeli military response that results in the call to duty of the country’s
      reservists (as further discussed below) could affect the performance of our
      Israeli facilities for the short term. Our business interruption insurance
      may
      not adequately compensate us for losses that may occur and any losses or damages
      incurred by us could have a material adverse effect on our business. We do
      not
      believe that the political and security situation has had any material impact
      on
      our business to date; however, we can give no assurance that it will have no
      such effect in the future.




Some
      neighboring countries, as well as certain companies and organizations, continue
      to participate in a boycott of Israeli firms and others doing business with
      Israel or with Israeli companies. We are also precluded from marketing our
      products to certain of these countries due to U.S. and Israeli regulatory
      restrictions. Because none of our revenue is currently derived from sales to
      these countries, we believe that the boycott has not had a material adverse
      effect on us. However, restrictive laws, policies or practices directed towards
      Israel or Israeli businesses could have an adverse impact on the expansion
      of
      our business.




pg12


All
      male
      adult citizens and permanent residents of Israel under the age of 51 are, unless
      exempt, obligated to perform up to approximately 31 days of military reserve
      duty annually. Additionally, these residents are subject to being called to
      active duty at any time under emergency circumstances. Many of our officers
      and
      employees are currently obligated to perform annual reserve duty. We believe
      that we have operated relatively efficiently given these requirements since
      we
      began operations and during the period of the increase in hostilities with
      the
      Palestinians since October 2000. However, we cannot assess what the full
      impact of these requirements on our workforce or business would be if the
      situation with the Palestinians changed, and we cannot predict the effect on
      our
      business operations of any expansion or reduction of these
      requirements.




**We
      may be adversely affected if the rate of inflation in Israel exceeds the rate
      of
      devaluation of the New Israeli Shekel against the dollar, and by the
      strengthening of the value of the New Israeli Shekel against the
      dollar.**




A
      portion
      of our expenses, primarily labor expenses, is incurred in New Israeli Shekels
      (NIS). As a result, we are exposed to the risk that the rate of inflation in
      Israel will exceed the rate of devaluation of the NIS in relation to the dollar
      or that the timing of this devaluation will lag behind inflation in Israel.
      Although in recent years the rate of devaluation of the NIS against the dollar
      exceeded the rate of inflation in Israel (a reversal from prior years, which
      reversal benefited us), we cannot predict any future trends. Both of these
      conditions result in higher dollar costs for our operations in Israel, adversely
      affecting our dollar-measured results of operations.




**We
      currently benefit from government programs and tax benefits which may be
      discontinued or reduced.**




We
      currently receive grants and tax benefits under Government of Israel programs.
      In order to maintain our eligibility for these programs and benefits, we must
      continue to meet specific conditions, including making specific investments
      in
      fixed assets and paying royalties with respect to grants received. In addition,
      some of these programs restrict our ability to manufacture particular products
      outside of Israel or transfer particular technology. If we fail to comply with
      these conditions in the future, the benefits received could be canceled and
      we
      could be required to refund any payments previously received under these
      programs, or pay increased taxes. The Government of Israel has reduced the
      benefits available under these programs in recent years and these programs
      and
      tax benefits may be discontinued or curtailed in the future. If we do not
      receive these grants in the future, we will have to allocate funds to product
      development at the expense of other operational costs. The amount, if any,
      by
      which our taxes will increase depends upon the rate of any tax increase, the
      amount of any tax benefit reduction and the amount of any taxable income that
      we
      may earn in the future. If the Government of Israel ends these programs and
      tax
      benefits, our business, financial condition and results of operations could
      be
      materially adversely affected.




**Provisions
      of Israeli law may delay, prevent or make difficult a merger or acquisition
      of
      us, which could prevent a change of control and depress the market price of
      our
      shares.**




The
      Israeli Companies Law generally requires that a merger be approved by a
      company’s board of directors and by a majority of the shares voting on the
      proposed merger. Unless a court rules otherwise, the statutory merger will
      not
      be deemed approved if shares representing a majority of the voting power present
      at the shareholders meeting, and which are not held by the potential merger
      partner (or by any person who holds 25% or more of the shares of capital stock
      or the right to appoint 25% or more of the directors of the potential merger
      partner or its general manager) vote against the merger. Upon the request of
      any
      creditor of a party to the proposed merger, a court may delay or prevent the
      merger if it concludes that there is a reasonable concern that, as a result
      of
      the merger, the surviving company will be unable to satisfy its obligations.
      In
      addition, a merger may generally not be completed unless at least (i) 50 days
      have passed since the filing of the merger proposal with the Israeli Registrar
      of Companies by each of the merging companies, and (ii) 30 days have passed
      since the merger was approved by the shareholders of each of the parties to
      the
      merger.




pg13


Finally,
      Israeli tax law treats some acquisitions, such as stock-for-stock exchanges
      between an Israeli company and a foreign company less favorably than U.S. tax
      laws. For example, Israeli tax law may, under certain circumstances, subject
      a
      shareholder who exchanges his ordinary shares for shares in another corporation
      to taxation prior to the sale of the shares received in such a stock-for-stock
      swap.




These
      provisions of Israeli corporate and tax law and the uncertainties surrounding
      such law may have the effect of delaying, preventing or making more difficult
      a
      merger with us or acquisition of us. This could prevent a change of control
      over
      us and depress the market price of our ordinary shares which otherwise might
      rise as a result of such a change of control.




**It
      may be difficult to (i) effect service of process, (ii) assert U.S.
      securities laws claims and (iii) enforce U.S. judgments in Israel against
      directors, officers and experts named in this annual
      report.**




We
      are
      incorporated in Israel. All of our executive officers and directors named in
      this annual report are nonresidents of the United States, and a substantial
      portion of our assets and the assets of such persons are located outside the
      United States. Therefore, it may be difficult to enforce a judgment obtained
      in
      the United States against us or any of those persons or to effect service of
      process upon those persons. It may also be difficult to enforce civil
      liabilities under U.S. federal securities laws in original actions instituted
      in
      Israel.




**Our
      ordinary shares are listed for trading in more than one market and this may
      result in price variations.**




Our
      ordinary shares are listed for trading on the NASDAQ Stock Market, or NASDAQ,
      and since February 20, 2006, on The Tel Aviv Stock Exchange, or TASE. Trading
      in
      our ordinary shares on these markets is made in different currencies (U.S.
      dollars on NASDAQ and New Israeli Shekels on TASE), and at different times
      (resulting from different time zones, different trading days and different
      public holidays in the United States and Israel). Actual trading volume on
      the
      TASE is expected to be lower compared with trading volume on NASDAQ, and as
      such
      could be subject to higher volatility. The trading prices of our ordinary shares
      on these two markets are expected to often differ, resulting from the factors
      described above, as well as differences in exchange rates. Any decrease in
      the
      trading price of our ordinary shares on one of these markets could cause a
      decrease in the trading price of our ordinary shares on the other
      market.




**ITEM
      4.** **INFORMATION
      ON THE COMPANY**




**A.** **HISTORY
      AND DEVELOPMENT OF THE COMPANY**




RADCOM
      Ltd. was incorporated in 1985 under the laws of the State of Israel. Our
      principal executive offices are located at 24 Raoul Wallenberg Street, Tel
      Aviv
      69719, Israel, and our telephone and fax numbers are 972-3-645-5055 and
      972-3-647-4681, respectively. Our website is www.radcom.com. Information on
      our
      website and other information that can be accessed through it are not part
      of or
      incorporated by reference into this annual report. In 1993, we established
      a
      wholly-owned subsidiary in the United States, RADCOM
      Equipment, Inc., a New Jersey corporation.  RADCOM
      Equipment, Inc. is located at 6 Forest Avenue, Paramus, New Jersey 07652 and
      its
      telephone number is (201) 518-0033. In 1996, we incorporated a wholly-owned
      subsidiary in Israel, RADCOM Investments (1996) Ltd., located at our office
      in
      Tel Aviv, Israel. In 2001, we established a wholly-owned subsidiary in the
      United Kingdom, RADCOM (UK) Ltd., a United Kingdom corporation. RADCOM (UK)
      Ltd.
      is located at 2440 The Quadrant Aztec West, Almondsbury Bristol, BS32 4AQ
      England, and its telephone number is 1454-878827.




pg14


**B.**
            **BUSINESS
                OVERVIEW**




**GLOSSARY**


3G
            
            Third-generation
                digital cellular telecommunication.Asynchronous
                Transfer Mode
              (ATM)
            
            A
                cell-based network technology protocol that supports simultaneous
                transmission of data, voice and video typically at T1/E1 or higher
                speeds.Code
                Division Multiple Access
              (CDMA)
            
            A
                digital wireless technology that uses a modulation technique in which
                many
                channels are independently coded for transmission over a single wideband
                channel.CDMA2000
                1X (EV-DO)
            
            A
                third-generation digital high-speed wireless technology for packet-based
                transmission of text, digitized voice, video, and multimedia that
                is the
                successor to CDMA.Time
                Division Synchronous Code Division Multiple Access (TD-SCDMA)
            
            A
                3G mobile telecommunications standard, being pursued in the People's
                Republic of China by the Chinese Academy of Telecommunications Technology
                (CATT).Global
                System for Mobile
              Communications
                (GSM)
            
            A
                digital wireless technology that is widely deployed in Europe and,
                increasingly, in other parts of the world.General
                Packet Radio Service
              (GPRS)
            
            A
                packet-based digital intermediate speed wireless technology based
                on GSM.
                (2.5 generation)Universal
                Mobile Telecommunications Service (UMTS)
            
            A
                third-generation digital high-speed wireless technology for packet-based
                transmission of text, digitized voice, video, and multimedia that
                is the
                successor to GSM.Voice
                Over IP (VoIP)
            
            A
                telephone service that uses the Internet as a global telephone
                network.IP
                Multimedia Subsystem
              (IMS)
            
            An
                internationally recognized standard defining a generic architecture
                for
                offering Voice over IP and multimedia services to multiple-access
                technologies.Triple
                Play
            
            A
                marketing term for the provisioning of the three services: high-speed
                Internet, television (Video on Demand or regular broadcasts) and
                telephone
                service over a single broadband connection.Internet
                Protocol TV (IPTV)
            
            Transmitting
                video in IP packets. Also called "TV over IP," IPTV uses streaming
                video
                techniques to deliver scheduled TV programs or video on demand
                (VOD).Protocol
            
            A
                specific set of rules, procedures or conventions governing the format,
                means and timing of transmissions between two devices.Session
            
            A
                lasting connection between a user (or user agent) and a peer, typically
                a
                server, usually involving the exchange of many packets between the
                user's
                computer and the server. A session is typically implemented as a
                layer in
                a network protocol.


**Overview**




We
      provide innovative network test and service monitoring solutions for
      communications service providers and equipment vendors. We specialize in
      solutions for next-generation Cellular and Voice, Data and Video over IP
      networks. Our solutions are used to accelerate the development and installation
      of network equipment and to assure ongoing network service quality. Our products
      facilitate fault management, network service performance monitoring and
      analysis, troubleshooting and pre-mediation (the ability to collect network
      information for a third party application). We
      introduced our first test equipment solution in 1993 and currently offer the
      following solutions:




pg15


*Network
      Monitoring*




Our
      award-winning Omni-Q is a unique, next-generation network testing, monitoring
      and performance management solution. The Omni-Q system consists of a powerful
      and user-friendly central management module and a broad range of intrusive
      and
      non-intrusive probes covering various networks and services, including VoIP,
      UMTS, CDMA, IPTV, IMS data and others. The Omni-Q’s central management module is
      designed to exploit the unique capabilities and feature set of our probes.
      It
      consolidates captured information into a comprehensive, integrated network
      service view that facilitates performance monitoring, fault detection, and
      network and service troubleshooting.




*Protocol
      Analyzers*




Our
      award-winning network protocol analyzers offer the most powerful network
      analysis and test solutions available to the Cellular, VoIP and data
      communications industry. Our network analyzers support over 600 protocols with
      multiple interfaces, allowing users to troubleshoot and analyze the most complex
      and advanced networks, quickly and simply.




**Our
      strategy**




Our
      objective is to become a market leader in network test and service monitoring
      solutions. To this end, we seek to deliver customer-oriented, technically
      advanced and cost-effective products and to support them according to
      world-class standards. Key elements of our strategy include:




·
            Capitalizing
                on the growth in the Cellular network and the move of wireline networks
                to
                IP technology markets and their associated monitoring
                needs;




·
            Leveraging
                our top-tier customer base and broad distribution channels to gain
                access
                to the service providers who are offering these new
                technologies;




·
            Broadening
                our penetration of major service providers and
                vendors;




·
            Extending
                our sales capabilities and distribution
                channels;




·
            Repeat
                sales to our existing customers;




·
            Leveraging
                our experience and knowledge in the area of converged networks and
                technology platforms to produce comprehensive testing and analysis
                solutions for triple-play networks;
                and




·
            Maintaining
                technological leadership through products that address the needs
                of
                emerging technology markets.




Our
      sales
      network includes North America through our wholly-owned U.S. subsidiary, RADCOM
      Equipment, Inc., a sales office in China and, in the rest of the world, a
      network of more than 45 distributors selling in over 45 countries. RADCOM
      Equipment sells our products to end-users through a direct sales force and
      through 11 independent manufacturer’s representatives. Our testing and
      monitoring equipment has been sold to a number of international companies and
      government agencies, including Hutchison, British Telecom, Telstra, Deutsche
      Telekom, Verizon wireless, Vodafone, KPN, Nortel Networks, Lucent, Siemens,
      Cisco, NTT, NEC, Nokia, ZTE, Huawei, Detang, Alcatel and Ericsson.




**Industry
      Background**




Service
      providers deploy unified, packet-based platforms with broadband and 3G
      technologies to enhance the value proposition of converged networks. These
      technologies allow service providers to offer new types of revenue-enhancing
      services, such as voice calls, video calls, video streaming, IPTV, music
      downloading and
      messaging solutions. Mainstream deployment of converged networks has begun
      and
      equipment vendors are under pressure to develop and improve the required
      technologies. Both types of our main market players equipment vendors and
      service providers need sophisticated testing solutions. Equipment vendors need
      these solution to speed time-to-market while achieving the highest standard
      of
      products, and service providers need to evaluate vendors' products and to
      monitor customer experience and quality of service (QoS) on an ongoing basis.
      As
      such, the number of new testing and monitoring needs is growing.




pg16


**Products
      and Solutions**




We
      categorize our products into two primary lines: (i) the Performer family,
      including the Omni-Q
      network monitoring solution, and (ii) the
      Prism series of multitechnology analyzers.




**The
      Performer Family**




The
      Performer family is an open platform that supports a wide range of test
      applications over a variety of technologies. With simplified control from a
      central console, the Performer hardware and software suite tests the quality
      and
      grade of service of a real-world network environment. The Performer family
      is a
      PC-based system, utilizing our generic analyzer processor, or GEAR-based,
      hardware. Our GEAR (GenEric AnalyzeR processor) chip is the main differentiating
      technology for us. It is a proprietary, one-chip analyzer processor designed
      to
      provide wirespeed testing performance, independent of protocols and
      technologies, on all layers. The GEAR processor positions us as the industry
      leader in the high-performance, communication test-equipment market. It allows
      one platform to carry out both network troubleshooting and analysis as well
      as
      packet and cell analysis in real time, at up to 2.5 Gbps, with no limitation
      on
      interface type or protocols. The GEAR technology also allows us to rapidly
      develop and roll out new interfaces by merely adding a new interface with the
      appropriate functionality. The Performer family is unique for its combination
      of
      strong hardware performance and flexible software use.




The
      Performer’s architectural advantages include:




·
            Single
                Platform: Our single-platform technology enables all functions to
                be
                performed on one platform, as opposed to the multi-system architecture
                of
                its competitors.




·
            Scalable:
                Our systems are fully scalable, can migrate quickly to new applications,
                and can be easily integrated with third party
                applications.




·
            Distributed
                system: Our solution is based on a GPS synchronization technology,
                IP
                connectivity and management console/server
                architecture.




The
      Performer family response to customer needs is twofold:




·
            Post-deployment/quality
                management solutions and troubleshooting for convergence service
                providers, and




·
            Pre-deployment,
                predictive test systems for convergence vendors.




Our
      system solutions are critical for the successful rollout of next-generation
      3G
      Cellular networks, Voice over IP and Video over IP technologies. Our solutions
      lead the market in their ability to troubleshoot connectivity problems and
      analyze network performance, helping equipment vendors and service providers
      to
      ensure a trouble-free network environment and a high-quality user experience.
      We
      continuously extend our solutions in response to rapidly changing technology
      and
      customer requirements, evolving industry standards, and frequent new product
      introductions. In addition, our ability to provide highly cost-effective
      solutions has been a critical asset in this competitive market. With our
      combination of unique system solutions, nimble corporate structure and broad
      vision, we are positioned to anticipate and meet the future needs of our
      customers.




*Network
      Protocol Analyzer*




pg17


The
      Performer’s innovative approach provides customers with real-time cell and
      packet analysis and troubleshooting capabilities at all seven telecommunications
      layers, including, basic physical and link layer testing, complex tracing of
      NAS
      layer voice, IP session signaling and data/voice quality of service validation.
      This analyzer supports Ethernet, WAN, ATM and POS interfaces, and can decode
      over 600 communication protocols. A fully distributed system, the Network
      Protocol Analyzer is an ideal solution for vendor research and development,
      quality assurance and integration labs, as well as for use by operators during
      network setup and operation for protocol verification, cell/frame-level
      analysis, voice call and IP session analysis and streaming media and voice
      quality testing.




*The
      Cellular Performer*




The
      Cellular Performer is an application that runs on our Performer platform
      launched in February 2003. The Cellular Performer is a multi-layer session-level
      analysis of applications and services that gives users a simple, intuitive
      and
      powerful troubleshooting tool. Used for drilling down to each of a cellular
      network's interfaces, our cellular protocol analysis tools enable users to
      trace
      a call over a whole network, and identify the source of network problems. This
      allows users to quickly pinpoint specific problems, and to smooth out the
      performance of highly complex networks. The product supports all major 2.5
      and
      third generation networks, including GPRS, UMTS, CDMA2000, Enhanced Data Rates
      for Global Revolution Standard (Edge), and Time Division Synchronous CDMA
      (TD-SCDMA).




The
      Network Consultant is an advanced cellular network analysis application that
      enables mobile operators to quickly verify subscriber connectivity and
      proactively monitor end-to-end network performance. The Network Consultant
      gathers and processes data from multiple server links from the Radio Access
      Network, Core signaling, and Core IP. It enables full drill-down analysis
      capabilities of the call session, voice calls and video calls. Using it,
      customers can zoom in and view the signaling and procedures on each interface
      separately, online and offline.




*The
      Voice-over-IP Performer*




The
      Voice-over-IP Performer is designed to support pre-deployment testing of current
      and emerging convergence technologies. The Voice-over-Data Performer is the
      first performance testing solution that we launched.




The
      following are some of the highlights of the Voice-over-IP
      Performer:




·
            MediaPro—
                A real-time hardware-based, multi-protocol, multi-technology VoIP
                and
                Video analyzer, capable of analyzing a wide variety of VoIP signaling
                protocols and media CODECs.




·
            QPro—
                The QPro is a multi-technology call quality analyzer that enables
                users to
                test many call quality parameters over a variety of interfaces.




·
            SIPSim—
                The SIPSim is a SIP services load generator that focuses on high-stress
                load testing of any SIP application. The SIPSim provides highest
                industry
                performance while retaining the flexibility needed to emulate all
                types of
                services. By emulating up to hundreds of thousands of users over
                the
                SIPSim’s Triple M’ capability (multi-IP, multi-MAC and multi-VLAN), any
                service can be emulated over any type of network configuration. The
                SIPSim
                is capable of stress-testing different SIP services and network elements.




·
            H.323Sim—a
                voice-over-IP generator that generates over 2000 calls simultaneously,
                at
                the rate of over 100,000 calls per hour, emulating the functionality
                of an
                H.323 terminal.




***Omni-QTM
      Network Monitoring Solution***




The
      Omni-Q is a unique, comprehensive, next-generation network monitoring and
      services solution. The Omni-Q solution consists of a powerful and user-friendly
      central management server and a




pg18


broad
      range of intrusive and non-intrusive probes covering various networks and
      services, including VoIP, UMTS, CDMA, and data. These probes are based on the
      Performer family platform, enabling the Omni-Q to deliver full visibility at
      the
      session and application level (and not only at the single packet or message
      level), with full 7-layer analysis at a level of performance unparalleled in
      the
      industry. In
      addition, the Omni-Q benefits global telecommunications carriers, by providing
      end-to-end voice quality monitoring and management. The
      Omni-Q is designed to enable service providers and vendors to successfully
      face
      tremendous challenges in the coming years, including:




·
            Massive
                deployment of next-generation networks such as UMTS, CDMA2000 and
                triple-play.




·
            Integration
                of new architectures such as high-speed downlink packet access (HSDPA),
                high-speed uplink packet access (HSUPA), IMS, UMTS Release 6 and
                CDMA Rev’
                A or EVDV.




·
            Successful
                delivery of advanced services such as VoIP, IPTV and video conferencing.




·
            Proactively
                managing call quality on existing and next-generation service providers’
                production networks, along with maintenance of high-availability,
                high-quality voice services over packet telephony.




Telecommunications
      Service Providers (Cellular and Wireline) use the
      Omni-Q in
      four
      main areas:




·
            Fault
                detection - to detect when there is a
                problem.




·
            Performance
                - to analyze the behavior of network components and customer network
                usage
                in order to understand trends, performance and optimization (to help
                identify faults before the customer
                complains).




·
            Troubleshooting
                - to drill down to resolve specific
                issues.




·
            Pre-Mediation
                - to provide call detail records or CDR information to third-party
                operations support systems (OSS) or other
                solutions.




The
      Omni-Q is comprised of the following components:




·
            The
                Omni-Q’s central management module is designed to take advantage of the
                unique capabilities and feature set of our platform by consolidating
                the
                monitoring and analysis information into a comprehensive, integrated
                view
                that enables visibility, fault detection, performance and troubleshooting.




·
            The
                Omni-Q VoIP monitoring solution gives service providers, ILECs and
                cable/MSOs complete visibility into the VoIP service running over
                the
                network, enabling early-stage fault detection, pre-emptive maintenance
                and
                optimization, and drill-down troubleshooting that leads to quick
                and easy
                fault resolution.




·
            The
                Omni-Q UMTS/CDMA2000 Network Monitoring gives cellular service providers
                complete visibility into their networks, enabling long-term real-time
                traffic analysis, fault detection, troubleshooting and data collection.
                It
                monitors and analyzes the performance of Radio Access, Core Signaling
                and
                Core IP components. It provides extensive and flexible Key Performance
                Indicators (KPIs) and Key Quality Indicators (KQIs) analyses with
                real-time alarms that allow operators to detect faults before their
                customers experience problems.




**The
      Prism Series of Multitechnology Analyzers and others**




Our
      PrismLite is designed to address the needs of field service engineers and
      quality assurance and research and development labs, both of equipment
      developers and service providers who may need to test the operation of equipment
      using multiple technologies simultaneously. The PrismLite is convenient for
      transporting to on-site locations for the testing of internetworking
      problems. Starting
      in the first quarter of 2003, sales of the Prism series products for ATM and
      frame relay declined dramatically as our customers’ transitioned to our new
      Performer product line.




pg19


Another
      product is our PNNI simulation product, a software application used to test
      ATM
      switches running the Private Network to Network Interface (PNNI) protocol.
      This
      application runs on a standard PC platform and enables the user to graphically
      design PNNI networks and simulate the existence of a multi-tiered network in
      its
      interaction with the ATM switch.




The
      following table shows the breakdown of our consolidated sales for the calendar
      years 2003, 2004 and 2005 by product:




Year
                ended December 31,2003
            
            
            2004
            
            
            2005(in
                thousands)The
                Performer Family
            
            $
            7,593
            
            $
            13,574
            
            $
            21,040Prism
                and others
            
            $
            3,610
            
            $
            2,481
            
            $
            1,300Total
            
            $
            11,203
            
            $
            16,055
            
            $
            22,340




**Sales
      and Marketing**




We
      sell
      our products in North America through our wholly-owned U.S. subsidiary, RADCOM
      Equipment, Inc., which sells our products to end-users directly or through
      independent manufacturer’s representatives. Most of these manufacturer’s
      representatives have exclusive rights of distribution of our products in their
      respective geographical areas throughout North America (except some accounts
      and
      the Omni-Q our monitoring solution which we handle directly) and are compensated
      by us on a commission basis. The activities of our manufacturer’s
      representatives and our other sales and marketing efforts in North America
      are
      coordinated by RADCOM
      Equipment, Inc.’s employees, who also provide product support to our North
      American customers. These representatives do not hold any of our inventory,
      and
      they do not buy products from us. Our representatives locate customers, provide
      a demo if needed (in which case they use our demo equipment), and in some cases
      they provide training to the end-users. The customers submit orders directly
      to
      our wholly owned subsidiary, RADCOM
      Equipment, Inc., which invoices the end-user customers and collects payment
      directly, and then pays commissions to the manufacturer’s representative for the
      sales in their territory. The commission is between 12% and 15%, depending
      on
      the agreement RADCOM
      EQUIPMENT Inc. has with the individual manufacturer’s
      representative.




Outside
      North America, we sell our products through a global network of distributors
      who
      market data communications-related hardware and software products. We currently
      have more than 45 independent distributors, some of whom have exclusive rights
      to sell our products in their respective geographical areas. We have opened
      regional sales support offices in China and Spain. These offices support our
      distributors in these regions. We continue to search for new distributors to
      penetrate new geographical markets or to better serve our target
      markets.




Our
      distributors serve as an integral part of our marketing and service network
      around the world. They offer technical support in the end user’s native
      language, attend to customer needs during local business hours, organize user
      programs and seminars and, in some cases, translate our manuals and product
      and
      marketing literature into the local language. We
      have a
      standard contract with our distributors. Based on this agreement, sales to
      distributors are final, and distributors have no right of return or price
      protection. In certain circumstances, we have granted limited rights of return
      and in such situations, we do not recognize the revenue. The distributors do
      not
      need to disclose to us their customers’ names, prices or date of order. To the
      best of our knowledge, a distributor places an order with us after it receives
      an order from its end-user, and does not hold our inventory for sale. Usually,
      we are not a party to the agreements between distributors and their customers.
      Distributors may hold products for a demo or as repair parts in order to keep
      their service agreement with a customer. According to our agreement with the
      distributors, a distributor generally should buy at least one demo unit in
      order
      to present the equipment to their customers. This is a final sale, and there
      are
      no rights of return. In practice, the distributors pay full price for the
      hardware of the demo unit, and we give them a special discount for the software
      and allow distributors to receive all new software packages as they are
      released. The distributor cannot sell this equipment to the end-user; the
      license is only for the distributor. We do not consider this a benefit to the
      distributors since we sell only the demo systems with a special software
      discount.




pg20


We
      focus
      a significant amount of our sales and marketing resources on our distributors,
      providing them with ongoing communications and support, and our employees
      regularly visit distributors’ sites. We organize annual distributors’ meetings
      to further our relationships with our distributors and familiarize them with
      our
      products. In addition, in conjunction with our distributors, we participate
      in
      exhibitions of our products worldwide, place advertisements in local
      publications, encourage exposure in the form of editorials in communications
      journals, and prepare direct mailings of flyers and advertisements. The table
      below shows the sales breakdown by territory:




Year
                ended December 31,
            
            Year
                ended December 31,(approximate
                $ in millions)
            
            (in
                percentage)2003
            
            2004
            
            2005
            
            2003
            
            2004
            
            2005North
                America
            
            
            4.6
            
            
            4.5
            
            
            8.8
            
            
            41.0
            %
            
            27.7
            %
            
            39.5
            %Europe
            
            
            4.1
            
            
            8.5
            
            
            8.6
            
            
            36.4
            
            
            53.1
            
            
            38.5Asia
                Pacific
            
            
            2.2
            
            
            2.3
            
            
            3.3
            
            
            20.0
            
            
            14.3
            
            
            14.8Israel
            
            
            0.1
            
            
            0.5
            
            
            0.8
            
            
            0.8
            
            
            3.1
            
            
            3.6Others
            
            
            0.2
            
            
            0.3
            
            
            0.8
            
            
            1.8
            
            
            1.8
            
            
            3.6Total
                revenues
            
            
            11.2
            
            
            16.1
            
            
            22.3
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %





**Customer
      Service and Support**




We
      believe that providing a high level of customer service and support to end-users
      is essential to the acceptance of our products. We offer a toll-free technical
      support help desk to our representatives in the United States and a technical
      support help desk to our distributors worldwide. We also support our customers
      via fax, email and cellular phone service, and provide additional technical
      information on our internet home page. We also offer an E-Learning system,
      which
      provides technical courses to our distributors, representatives and sales and
      technical support people at remote locations. These services are partially
      available to end-users. We regularly produce a newsletter which is sent to
      representatives and distributors, and we publish application notes and technical
      briefs for representatives, distributors and end-users to assist in using our
      products more efficiently.




In
      addition to our direct service and support activities, our representatives
      in
      North America and our distributors worldwide provide sales, service and
      technical support functions for our products in their respective territories
      to
      end-user customers. We organize annual technical seminars in Europe and the
      Far
      East every year to increase the technical knowledge of distributors in the
      use
      of our products.




Our
      products are designed and manufactured to meet standards required by our
      customers. We provide a free one-year software update for the Performer family
      and a free two-year software update for the Prism family, which includes
      bug-fixing solutions and a hardware warranty on our products. After the initial
      update period, our customers can purchase an extended warranty for one-, two-
      or
      three-year periods. The extended warranty includes full software updates, which
      are included in the software package dating from the customer’s initial purchase
      of the products and full hardware repair of any faulty units. The cost of the
      extended warranty for the Performer family is based on a percentage of the
      overall cost of the product as an annual maintenance fee. For the Prism family
      the cost is fixed. We also provide a customer “hot line” for technical
      assistance.




pg21


**Manufacturing
      and Suppliers**




Our
      manufacturing facilities, which are located in Tel Aviv and Jerusalem, Israel,
      consist primarily of final assembly, testing and quality control. Electronic
      components and subassemblies are prepared by subcontractors according to our
      designs and specifications. Certain
      components used in our products are presently available from, or supplied by,
      only one source and others are only available from limited sources. In addition,
      some of the software packages which we include in our product line are being
      developed by unaffiliated subcontractors. The manufacturing processes and
      procedures are generally ISO 2000 certified.




Markets
      and Customers key
      benefits of our solutions are described below;




*For
      Developers* :
      Reduced
      time to market, reduced development costs, automated testing and application
      versatility from R&D to QA through final testing and field
      service.




*For
      Service Providers/Enterprises:*




· **
            reduced
                quality degradation, reduced outages, improved network utilization,
                longer
                customer hold times;


· **
            ability
                to employ fewer and less experienced maintenance staff due to the
                utilization of a single test system environment, controlled by a
                central
                console, ensuring ease of use and reduced learning curves;


· **
            decreased
                support costs through centralized management, portable high-end solutions
                for in-depth troubleshooting, ability to offer premium SLAs and LOE
                (level
                of experience) parameters based on measurable parameters and
                all-inclusive, probe-based
                solution.





The
      market for our products consists of the following types of
      end-users:




*Telecommunications
      Service Providers (Cellular and Wireline* )
      are organizations responsible
      for providing telecommunications services. This
      group of companies uses our product in four main areas:




·
            Fault
                detection - to detect when there is a
                problem.




·
            Performance
                - to analyze the behavior of network components and customer network
                usage
                in order to understand trends, performance and optimization (to help
                identify faults before the customer
                complains).




· ******
            Troubleshooting
                - to drill down to resolve specific
                issues.




· ******
            Pre-Mediation
                - to provide call detail records or CDR information to third-party
                operations support systems (OSS) or other
                solutions.




*Labs
      of Telecommunication Service Providers.* This
      group of customers includes companies that buy specific equipment and networks
      from manufacturers, and provide services to their customers. Our products may
      be
      used by these customers to evaluate the quality and performance of this
      equipment and networks and verify the conformance and interoperability between
      vendors.




*Data
      Communications and Telecommunications Equipment Developers and
      Manufacturers.* This
      group of customers includes companies that develop, manufacture and market
      data
      communications and telecommunications equipment. **




**Research
      and Development**




The
      industry in which we compete is subject to rapid technological developments,
      evolving industry standards, changes in customer requirements, and new product
      introductions and enhancements. As a result, our success, in part, depends
      upon
      our ability, on a cost-effective and timely basis, to continue to enhance our
      existing products and to develop and introduce new products that improve
      performance and reduce total cost of ownership. In order to achieve these
      objectives, we work closely with current and




pg22


potential
      end-users, distributors and manufacturer’s representatives and leaders in
      certain data communications and telecommunications industry segments to identify
      market needs and define appropriate product specifications. We intend to
      continue developing products that meet key industry standards and to support
      important protocol standards as they emerge. Still, there can be no assurances
      that we will be able to successfully develop products to address new customer
      requirements and technological changes, or that such products will achieve
      market acceptance.




Our
      gross
      research and development costs were approximately $5.6 million in 2003, $5.2
      million in 2004, and $5.8 million in 2005, representing 49.9%, 32.6% and 26.0%
      of sales, respectively. Aggregate research and development expenses funded
      by
      the Office of the Chief Scientist were approximately $2.0 million in 2003,
      $1.7
      million in 2004 and $1.7 million in 2005. We expect to continue to invest
      significant resources in research and development.




As
      of
      December 31, 2005, our research and development staff consisted of 70
      employees. Research and development activities take place at our facilities
      in
      Tel Aviv. We occasionally use independent subcontractors for portions of our
      development projects.




**Israeli
      Office of the Chief Scientist**




From
      time
      to time we file applications for grants under programs of the Office of the
      Chief Scientist of the Israeli Ministry of Industry, Trade and Labor, known
      as
      the Chief Scientist. Grants received under such programs are repaid through
      a
      mandatory royalty based on revenues from products incorporating know-how
      developed with the grants. This government support is contingent upon our
      ability to comply with certain applicable requirements and conditions specified
      in the Chief Scientist’s programs and with the provisions of the “R&D Law” -
      the Law for the Encouragement of Research and Development in Industry, 1984
      -
      and the regulations promulgated thereunder.




Under
      the
      R&D Law, research and development programs that meet the specified criteria
      and are approved by the research committee of the Chief Scientist are usually
      eligible for grants of up to 50% of certain approved expenditures of such
      programs, as determined by said committee.




In
      exchange, the recipient of such grants is required to pay the Chief Scientist
      royalties from the revenues derived from products incorporating know-how
      developed within the framework of each such program or derived from such program
      (including ancillary services in connection with such program), usually up
      to an
      aggregate of 100% of the dollar-linked value of the total grants received in
      respect of such program, plus interest. As of 2005, our royalty rate was
      3.5%.




The
      Israeli government is currently in the process of formulating a proposed
      amendment to the royalty regulations promulgated under the R&D Law. The
      amendment is expected to include changes to the royalty rates, which
      would vary from company to company based on the amount of its revenues and
      the approval date of its program, up to a rate of 6%, and, as of 2006,
      to increase the rate of interest accruing on grants by 1% per
      year. The amendment is expected to be effective retroactive to January
      1, 2006, although there is no assurance as to whether and when
      it will be adopted.




The
      R&D Law generally requires that the product developed under a program be
      manufactured in Israel. However, with the approval of the Chief Scientist,
      some
      of the manufacturing volume may be performed outside of Israel, provided that
      the grant recipient pays royalties at an increased rate, which may be
      substantial, and the aggregate repayment amount is increased, which increase
      might be up to 300% of the grant, depending on the portion of the total
      manufacturing volume that is performed outside of Israel. Effective April 1,
      2003, the R&D Law also allows for the approval of grants in cases in which
      the applicant declares that part of the manufacturing will be performed outside
      of Israel or by non-Israeli residents and the research committee is convinced
      that doing so is essential for the execution of the program. This declaration
      will be a significant factor in the determination of the Office of the Chief
      Scientist as to whether to approve a program and the amount and other terms
      of
      benefits to be granted. For example, the increased royalty rate and repayment
      amount will be required in such cases.




pg23


The
      R&D Law also provides that know-how developed under an approved research and
      development program may not be transferred to another person or entity in Israel
      without the approval of the research committee. Such approval is not required
      for the sale or export of any products resulting from such research or
      development.




The
      R&D Law imposes reporting requirements with respect to certain changes in
      the ownership of a grant recipient. The law requires the grant recipient and
      its
      controlling shareholders and foreign interested parties to notify the Chief
      Scientist of any change in control of the recipient or a change in the holdings
      of the means of control of the recipient that results in a non-Israeli becoming
      an interested party directly in the recipient, and requires the new interested
      party to undertake to the Chief Scientist to comply with the R&D Law. In
      addition, the rules of the Chief Scientist may require additional information
      or
      representations in respect of certain of such events. For this purpose,
“control” is defined as the ability to direct the activities of a company other
      than any ability arising solely from serving as an officer or director of the
      company. A person is presumed to have control if such person holds 50% or more
      of the means of control of a company. “Means of control” refers to voting rights
      or the right to appoint directors or the chief executive officer. An “interested
      party” of a company includes a holder of 5% or more of its outstanding share
      capital or voting rights, its chief executive officer and directors, someone
      who
      has the right to appoint its chief executive officer or at least one director,
      and a company with respect to which any of the foregoing interested parties
      owns
      25% or more of the outstanding share capital or voting rights or has the right
      to appoint 25% or more of the directors. Accordingly, any non-Israeli who
      acquires 5% or more of our ordinary shares will be required to notify the Office
      of the Chief Scientist that it has become an interested party and to sign an
      undertaking to comply with the R&D Law.




In
      June
      2005, an amendment to the R&D Law came into effect, which is intended to
      make it more compatible with the global business environment by, among other
      things, relaxing restrictions on the transfer of manufacturing rights outside
      Israel and on the transfer of Chief
      Scientist -funded
      know-how outside of Israel. The amendment permits the Chief
      Scientist to
      approve the transfer of manufacturing rights outside Israel in exchange for
      an
      import of different manufacturing into Israel as a substitute, in lieu of the
      increased royalties. The amendment further permits, under certain circumstances
      and subject to the Chief
      Scientist ’s
      prior
      approval, the transfer of Chief
      Scientist -funded
      know-how outside Israel, in the following cases: (a) if the subject company
      pays
      to the Chief
      Scientist a
      portion of the sale price paid in consideration of such funded know-how; (b)
      if
      the subject company receives know-how from a third party in exchange for its
      funded know-how; or (c) if such transfer of funded know-how arises in connection
      with certain types of cooperation in research and development
      activities.




The
      funds
      available for Chief Scientist grants made out of the annual budget of the State
      of Israel were reduced in 1998, and the Israeli authorities have indicated
      in
      the past that the government may further reduce or abolish the Chief Scientist
      grants in the future. Even if these grants are maintained, we cannot presently
      predict the amounts of future grants, if any, that we might receive. In
      each
      of the last ten fiscal years, we have received such royalty-bearing grants
      from
      the Chief Scientist. At December 31, 2005, our contingent liability to the
      Office of the Chief Scientist in respect of grants received was approximately
      $19.8 million.




***Binational
      Industrial Research and Development Foundation***




We
      received from the BIRD Foundation funding for the research and development
      of
      products. At December 31, 2005, our contingent liability to the Bird
      Foundation in respect of funding received was approximately $300,000. We have
      not received grants from the BIRD Foundation since 1995.




**Proprietary
      Rights**




To
      protect our rights to our intellectual property, we rely upon a combination
      of
      trademarks, contractual rights, trade secret law, copyrights, nondisclosure
      agreements and technical measures to establish and protect our proprietary
      rights in our products and technologies. We own registered




pg24


trademarks
      for the names PrismLite, Omni-Q, MediaPro and Wirespeed. In addition, we
      sometimes enter into non-disclosure and confidentiality agreements with our
      employees, distributors and manufacturer’s representatives and with certain
      suppliers with access to sensitive information. However, we have no registered
      patents or trademarks (except for those listed above) and these measures may
      not
      be adequate to protect our technology from third-party infringement, and our
      competitors may independently develop technologies that are substantially
      equivalent or superior to ours.




Given
      the
      rapid pace of technological development in the communications industry, there
      also can be no assurance that certain aspects of our internetworking test
      solutions do not or will not infringe on existing or future proprietary rights
      of others. Although we believe that our technology has been independently
      developed and that none of our technology or intellectual property infringes
      on
      the rights of others, from time to time third parties may assert infringement
      claims against us. If such infringement is found to exist, or if infringement
      is
      found to exist on existing or future proprietary rights of others, we may be
      required to modify our products or intellectual property or obtain the requisite
      licenses or rights to use such technology or intellectual property. However,
      there can be no assurance that such licenses or rights can be obtained or
      obtained on terms that would not have a material adverse effect on
      us.




**Competition**




The
      markets for our products are very competitive and we expect that competition
      will increase in the future, both with respect to products that we are currently
      offering and products that we are developing. We believe that the principal
      competitive factors in the market for internetworking test and analysis
      equipment include:




·
            name
                recognition;




·
            product
                performance;




·
            supporting
                a combination of the right interfaces and
                protocols;




·
            supporting
                the right services;




·
            quality
                of the software and the hardware;




·
            technical
                features;




·
            multitechnology
                support;




·
            portability;




·
            price;




·
            customer
                service and support;




·
            ease
                of use; and




·
            ability
                to export data to other information
                systems.




Our
      principal competitors are Agilent , Tektronix, NetHawk, Network Associates,
      Anritsu (Nettest), Acterna, SPIRENT Communications, Sunrise Telecom Inc.,
      Empirix, Brix Networks and Minacom. In addition to these competitors, we expect
      substantial competition from established and emerging computer, communications,
      network management and test equipment companies. Many of these competitors
      have
      substantially greater resources than we have, including financial,
      technological, engineering, manufacturing and market and distribution
      capabilities, and some of them may enjoy greater market recognition than we
      do.




pg25




**Employees**




As
      of
      December 31, 2005, we had 115 permanent employees and 16 temporary
      employees located in Israel, 14 permanent employees of RADCOM Equipment,
      Inc. located in the United States and 7 permanent employees located in Spain
      and
      China collectively. Of the 131 employees located in Israel, 70 were employed
      in
      research and development, 20 in operations (including manufacturing and
      production), 28 in sales and marketing and 13 in administration and management.
      Of the 14 employees located in the U.S., 13 were employed in sales and marketing
      and 1 was employed in administration and management. Of the 7 employees located
      in Spain and China, all were employed in sales and marketing. We consider our
      relations with our employees to be good and have never experienced a labor
      dispute, strike or work stoppage. Substantially, all our employees have
      employment agreements and none of them is represented by a labor union. Our
      temporary employees are paid an hourly rate, have employment agreements and
      are
      not represented by a labor union.




Although
      we are not a party to a collective bargaining agreement, we are subject to
      certain provisions of general collective agreements between the Histadrut
      (General Federation of Labor in Israel) and the Coordinating Bureau of Economic
      Organizations (including the Industrialists’ Association) that are applicable to
      our employees by virtue of expansion orders of the Israeli Ministry of Labor
      and
      Welfare. In addition, Israeli labor laws are applicable to all of our employees
      in Israel. These provisions and laws principally concern the length of the
      work
      day, minimum daily wages for workers, procedures for dismissing employees,
      determination of severance pay and other conditions of employment.




In
      Israel, a general practice we follow (although not legally required) is the
      contribution of funds on behalf of most of our permanent employees to an
      individual insurance policy known as “Managers’ Insurance”. This policy provides
      a combination of savings plan, insurance and severance pay benefits to the
      insured employee. It provides for payments to the employee upon retirement
      or
      death and accumulates funds on account of severance pay, if any, to which the
      employee may be legally entitled upon termination of employment. Each
      participating employee contributes an amount equal to 5% of such employee’s base
      salary, and we contribute between 13.3% and 14.7% of the employee’s base salary.
      Full-time employees who are not insured in this way are entitled to a savings
      account, to which each of the employee and the employer makes a monthly
      contribution of 5% of the employee’s base salary. We also provide our permanent
      employees with an Education Fund, to which each participating employee
      contributes an amount equal to 2.5% of such employee’s base salary and we
      contribute an amount equal to 7.5% of the employee’s base salary. In the United
      States we provide benefits, in the form of health, dental, vision and disability
      coverage, in an amount equal to 14.49% of the employees’ base salary. All
      Israeli employers, including us, are required to provide certain increases
      in
      wages as partial compensation for increases in the consumer price index. The
      specific formula for such increases varies according to the general collective
      agreements reached among the Manufacturers’ Association and the Histadrut.
      Israeli employees and employers also are required to pay pre-determined sums
      (which include a contribution to national health insurance) to the Israel
      National Insurance Institute, which provides a range of social security
      benefits.




**C.**
            **ORGANIZATIONAL
                STRUCTURE**




In
      January 1993, we established our wholly-owned subsidiary in the United
      States, RADCOM
      Equipment, Inc., which conducts the sale and marketing of our products in North
      America. In July 1996, we incorporated a wholly-owned subsidiary in Israel,
      Radcom Investments (1996) Ltd., for the purpose of making various investments,
      including the purchase of securities. As of February 7, 2006, Radcom Investments
      did not hold any of our outstanding shares. In August 2001, we established
      our wholly-owned subsidiary in the United Kingdom, RADCOM (UK) Ltd., which
      conducts the sales and marketing of our products in the United Kingdom. In
      2002,
      we established our wholly-owned Representative Office in China, which conducts
      the sales and marketing for our products in China. Our subsidiaries
      include:




pg26


Name
                of Subsidiary
            Jurisdiction
                of IncorporationRADCOMEQUIPMENT,
                Inc.
            New
                JerseyRADCOM
                Investments (1996) Ltd.
            IsraelRADCOM
                (UK) Ltd.
            United
                Kingdom




Yehuda
      Zisapel and Zohar Zisapel are co-founders and principal shareholders of our
      company. Individually or together, they are also founders, directors and
      principal shareholders of several other privately and publicly held high
      technology and real estate companies which, together with us and the other
      subsidiaries and affiliates, are known as the RAD-Bynet group. In addition
      to
      engaging in other businesses, members of the RAD-Bynet Group are actively
      engaged in designing, manufacturing, marketing and supporting data
      communications and telecommunications products. We have limited competition
      with
      RADVISION that supplies as part of their technology package a protocol
      simulation that may serve some of the needs of our customers for test equipment.
      Some of the products of members of the RAD-Bynet Group are complementary to,
      and
      have been and are currently used in connection with, our products.




**D.**
            **PROPERTY,
                PLANTS AND EQUIPMENT**




We
      do not
      own any real property. We currently lease an aggregate of approximately 2,278
      square meters of office premises in Tel Aviv, which includes 2,106 square meters
      from affiliates of our principal shareholders. Our manufacturing facilities
      consist primarily of final assembly, testing and quality control of materials,
      wiring, subassemblies and systems. In 2005, aggregate annual lease and
      maintenance payments for the Tel Aviv premises were approximately $479,000,
      of
      which approximately $360,000 was paid to affiliates of our principal
      shareholders. We may, in the future, lease additional space from an affiliated
      party. We also lease premises in Paramus, New Jersey from an affiliate. In
      2005,
      we leased approximately 8,946 square feet from an affiliate, of which we
      sub-lease a total of 3,091 square feet of which 2,815 square feet is leased
      to a
      third party and 276 square feet is leased to a related party. In 2005, aggregate
      annual lease payments for the premises were approximately $166,000 and we
      received aggregate rental payments of approximately $45,000 from the third
      party
      and $5,000 from the related party for those sub-leases. In January 2006 we
      renewed our lease in Paramus, New Jersey. Currently we lease a total of 6,131
      square feet, for aggregate annual lease payments of approximately $115,000.
      We
      also lease approximately 144 square meters in Beijing. In 2005, our aggregate
      annual lease payments for those premises were approximately $25,000. The rental
      agreements for the premises in Tel Aviv and New Jersey, United States, expire
      on
      December 31, 2008 and on January 15, 2011, respectively.




**ITEM
          4A.** **UNRESOLVED
          STAFF COMMENTS**




**Not
      applicable**




**ITEM
      5.** **OPERATING
      AND FINANCIAL REVIEW AND PROSPECTS**




The
      following discussion of our financial condition and results of operations should
      be read in conjunction with the consolidated financial statements and the
      related notes included elsewhere in this annual report.




This
      discussion contains forward-looking statements regarding future events and
      our
      future results that are subject to the safe harbors created under the Securities
      Act of 1933 and the Securities Exchange Act of 1934. These statements are based
      on current expectations, estimates, forecasts, and projections about the
      industries in which we operate and the beliefs and assumptions of our
      management. Words such as “expects,” “anticipates,” “targets,” “goals,”
“projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “continues,”
“may,” variations of such words, and similar expressions are intended to
      identify such forward-looking statements. In addition, any statements that
      refer
      to projections of our future financial performance, our anticipated growth
      and
      trends in our businesses, and other characterizations of future events or
      circumstances are forward-looking statements. Readers are cautioned that these
      forward-looking statements are only predictions and are subject to risks,
      uncertainties, and assumptions that are difficult to predict, including those
      identified below, as well as certain factors, including, but not limited to,
      those set forth in “Item 3-Key Information-Risk Factors.” Therefore, actual
      results may differ materially and adversely from those expressed in any
      forward-looking statements. We undertake no obligation to revise or update
      any
      forward-looking statements for any reason.




pg27


**Overview**




We
      provide innovative network test and service monitoring solutions for
      communications service providers and equipment vendors. We specialize in
      solutions for next-generation Cellular and Voice, Data and Video over IP
      networks. Our solutions are used to accelerate the development and installation
      of network equipment and to assure ongoing network service quality. Our products
      facilitate fault management, network service performance monitoring and
      analysis, troubleshooting and pre-mediation (the ability to collect network
      information for a 3rd party application).




General




Our
      discussion and analysis of our financial condition and results of operation
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with generally accepted accounting principles in the United States.
      Our operating and financial review and prospects should be read in conjunction
      with our financial statements, accompanying notes thereto and other financial
      information appearing elsewhere in this annual report.




We
      commenced operations in 1991. Since then, we have focused on developing and
      enhancing our products, building our worldwide direct and indirect distribution
      network and establishing and expanding our sales, marketing and customer support
      infrastructure.




Most
      of
      our revenues are generated in U.S. dollars or are dollar-linked and the majority
      of our expenses are incurred in dollars and, as such, we use the dollar as
      our
      functional currency. Our consolidated financial statements are prepared in
      dollars and in accordance with generally accepted accounting principles in
      the
      United States.




Our
      technology vision is based on an architectural evolution of networking from
      simple connectivity of products to application systems, or as we refer to it,
      the Application Provider. As such, many of our strategic initiatives and
      investments are aimed at meeting the requirements of Application Providers
      of 3G
      Cellular and triple-play networks. If networking evolves toward greater emphasis
      on Application Providers, we believe we have positioned ourselves well relative
      to our key competitors. If it does not, however, our initiatives and investments
      in this area may be of no or limited value. As a result we cannot quantify
      the
      impact of new product introductions on our historical operations or anticipated
      impact on future operations.




As
      we
      evaluate our growth prospects and manage our operations for the future, we
      continue to believe that the leading indicator of our growth will be the
      deployment of 3G Cellular and triple-play networks. During fiscal 2005, we
      continued to shift resources to the 3G Cellular segment and triple-play
      networks. While this potentially increases our exposure to changes in
      telecommunications industry conditions, we feel that this is a growing area
      and
      that we have the technology to capitalize on this market growth.




After
      commencing sales of our Performer in the first quarter of 2003, our revenues
      began to increase. By the end of 2005, our Performer family accounted for a
      full
      89.7% of our revenues. In addition to the rise of 3G Cellular and triple-play
      network deployments, we began to record higher sales of our comprehensive
      monitoring solution. As a result of both of these developments, we enjoyed
      increased sales across all converged network product lines and the average
      size
      of our deals began to rise.




pg28


As
      we
      entered 2005, we articulated long-term financial priorities for seeking revenue
      growth while pursuing our profitability targets. Our results of operation for
      fiscal 2005 reflect these indicators. Net sales were $22.3 million, compared
      with $16.1 million in fiscal 2004. Net profit was $1.5 million, compared with
      a
      net loss of $1.7 million in fiscal 2004. We recorded a positive cash flow of
      $1.7 million for 2005 compared to a net cash burn of $2.2 million in 2004.




In
      2006,
      we will continue to focus on our two major growth areas of 3G Cellular and
      triple-play networks with the goal of continuing to expand our sales and
      profits. With analysts projecting that the 3G market will eventually include
      200-300 operators and an even larger number of next-generation wireline players,
      we believe there is a lot of room for additional growth. Having established
      momentum in North America and China, in 2006 we will increase our sales and
      marketing focus on Europe and the Far East, areas that offer us strong
      potential. Among the key external factors that will influence our 2006
      performance are the continued improvement of the global telecommunications
      industry and our customers’ perspective regarding the prospects for improving
      conditions. Although we believe that our products are unique fits for the needs
      of some of the industry’s most rapidly growing segments, there can be no
      assurance that our sales will continue to increase.




Over
      the
      course of the fiscal year ended December 31, 2005, we saw further evidence
      of a
      recovery in the global telecommunications industry from the severe downturn
      that
      affected us in fiscal 2001 through 2003. This improvement in market conditions, coupled
      with increased capital spending by service providers, led to an increased rate
      of next-generation network deployment, and as  a  result
      an
      increased purchasing of our products by our customers in North America, Europe
      and the rest of the world.




*Revenues.* Our
      revenues are derived primarily from sales of our products and, to a lesser
      extent, from sales of post-contract customer support. Product revenues
      consist of gross sales of products, less discounts, refunds and returns.




*Cost
      of sales* .
      Cost of
      sales consists primarily of our manufacturing costs, warranty expenses,
      allocation of overhead expenses and royalties to the Chief Scientist. Since
      2001, we have increasingly shifted to a subcontracting model for the manufacture
      of our products. The shift from a manufacturing model to a subcontracting model
      has occurred mainly in the Performer product line, and the bulk of the
      manufacturing of the Performer products is subcontracted out. Prior to 2001,
      the
      functions performed by us and subcontractors were divided as
      follows:




RADCOM
            SubcontractorPlanning
            AssemblyPurchase component partsTestingIntegration





As
      part
      of our plan to reduce product cost and improve manufacturing flexibility, we
      began to subcontract additional functions. Currently, the functions performed
      by
      us and subcontractors are divided as follows:




RADCOM
              SubcontractorPlanning
              Purchase component partsIntegration
              AssemblyTesting




pg29


Our
      subcontracting arrangements do not call for rolling forecasts. We provide a
      non-binding forecast every 12 months, and submit binding purchase orders
      quarterly for material needed in the next quarter. Purchase orders are generally
      filled within a month of placing the order. We are charged by the unit, which
      ensures that unnecessary charges for reimbursements are minimal. We are not
      required to reimburse subcontractors for losses that are incurred in providing
      services to us and there are no minimum purchase requirements in our
      subcontracting arrangements. If we change components in our products, however,
      and the manufacturer already bought components based on a purchase order, we
      would reimburse the manufacturer for any losses incurred relating to the
      manufacturer’s disposal of such components. The subcontracting arrangements are
      governed by one-year contracts that are automatically renewable, and can be
      terminated by either party upon ninety days’ written notice.




By
      reducing fixed manufacturing costs, we seek
      to
      ensure that our cost of goods sold fluctuates more directly in line with
      revenues.




Our
      gross
      profit is affected by several factors, including the introduction of new
      products, price erosion due to increasing competition, product mix and
      integration of other companies’ solutions into our own. The cost of material and
      related gross profit for the Performer is almost identical to that of our other
      products. As a result, the introduction of the Performer is not expected to
      have
      a long-term impact on our gross margin. However, during the initial launch
      and
      manufacturing ramp-up of a new product, our gross profit is generally lower
      as a
      result of manufacturing inefficiencies during that period. As the difficulties
      in manufacturing new products are resolved and the volume of sales of such
      products increases, our gross profit generally improves. For example, in 2003,
      during the initial launch of the Performer, our gross profit was lower and
      subsequently improved.




Most
      of
      our products consist of a combination of hardware and software. Following an
      initial purchase of a product, a customer can add additional functions by
      purchasing software packages. These packages may add functions to the product
      such as providing additional testing data or adding the ability to test
      equipment based on different transmission technologies. Since there are no
      incremental hardware costs associated with the sale of the add-on software,
      the
      gross margins on these sales are higher. We also have higher gross profit on
      sales in North America, where we sell primarily through manufacturers’
representatives, than on sales outside North America where we sell through
      distributors.




*Research
      and Development* .
      Research and development costs consist primarily of salaries and, to a lesser
      extent, payments to subcontractors, raw materials and overhead expenses. We
      use
      raw materials to build prototypes of our hardware and software products. These
      prototypes have no value since they cannot be sold or otherwise capitalized
      as
      inventory. The allocation of overhead expenses consists of a variety of costs,
      including rent, office expenses (including telecommunications expenses) and
      administrative costs, such as human resources activities. The methodology for
      allocating these expenses depends on the nature of the expense. Costs such
      as
      rent and associated costs are based on the square meters used by the R&D
      department. Administrative costs such as human resources activities are
      allocated based on the number of employees in the department. There has been
      no
      change in methodology from year to year. These expenses have been partially
      offset by royalty-bearing grants from the Chief Scientist.




*Sales
      and Marketing* .
      Sales
      and marketing expenses consist primarily of salaries, commissions to
      manufacturers’ representatives, advertising, public relations, trade shows,
      promotional expenses, web site maintenance, public relations and overhead
      expenses.




*General
      and Administrative Expenses* .
      General
      and administrative expenses consist primarily of salaries and related personnel
      expenses for executive, accounting and administrative personnel, professional
      fees (which include legal, audit and additional consulting fees), bad debt
      expenses and other general corporate expenses.




*Financial
      Income, Net.* Financial income, net, consists primarily of interest earned on bank deposits,
      gains and losses from the exchange rate differences of monetary balance sheet
      items denominated in non-dollar currencies and interest expenses paid on bank
      short-term loans.




pg30


***Future
      Additional Expense for Stock-Based Compensation***




The
      Financial Accounting Standards Board (FASB) has concluded that Statement 123(R),
      Share-Based Payment, which will require all companies to measure compensation
      expense for all share-based payments (including employee stock options) at
      fair
      value, become effective for public companies for fiscal years beginning after
      June 15, 2005. As a result of FASB Statement 123(R) we are required to record
      an
      expense for stock-based compensation plans which will result in ongoing
      accounting charges that will significantly reduce our net income. See the
      section entitled “Stock-Based Compensation” in Note 12 of the Notes to our
      Consolidated Financial Statements, for further information.




**Summary
      of Our Financial Performance in Fiscal 2005**




Our
      financial performance in the year **** ended
      December 31, 2005 once again improved over our performance in the previous
      year:
      our revenues increased by 39.1% to $22.3 million and our operating income
      increased to aproximatly $1.3 million.




During
      fiscal 2005, our cash, cash equivalents and short-term investments increased
      by
      $2.0 million, of which $1.4 million was provided by operating activities. $0.9
      million was provided from the sale of stock under our stock option and employee
      share purchase and exercise of warrants. Capital expenditures in fiscal 2005
      amounted to $0.3 million.




Revenues.
      We experienced a significant rise in sales from quarter to quarter (year over
      year) throughout 2005, reflecting a significant increase in deals from major
      operators throughout the world with growing strength in North America, an
      important focus region for us. In North America we saw revenue increases of
      98.1%, due to the continuing improvement in market conditions discussed above
      and our successful penetration into a large CDMA service provider.




Research
      and development. Since our future success will depend upon our ability to
      introduce new products addressing the changing demands of the telecommunications
      industry on a timely basis, we try to achieve a balance between the short-term
      and long-term challenges. Accordingly, in 2005 we scaled back our research
      and
      development workforce in a manner that we believe has not significantly affected
      our long-term development goals.




Sales
      and
      marketing. For marketing initiatives, we are taking advantage of the fact that
      potential customers for the Performer product line are larger and more
      well-known and that, as a result, our marketing efforts can be more
      focused. We focus
      on specific conferences rather than on general shows. Since the fourth quarter
      of 2004 we have seen a significant improvement in our booking and sales. In
      order to support this growing activity, we have increased our workforce and
      other expenses slightly in the areas of sales and marketing. In the Far East,
      we
      brought in an executive regional manager to begin addressing the significant
      opportunities in the region. In China, we built an infrastructure that enabled
      us to begin building the momentum of our sales and positioned us to take
      advantage of this very significant opportunity.




**Organization
      of Our Business**




Management
      receives sales information by product groups and by geographical regions. The
      cost of material and related gross profit for the Performer and the Prism is
      almost identical. Research and development, sales and marketing, and general
      and
      administrative expenses are reported on a combined basis only (i.e. are not
      allocated to product groups or geographical regions). Because a measure of
      operating profit or loss by product groups or geographical regions is not
      presented to the Company’s management, we have concluded that we operate in one
      reportable segment.




pg31


**A.**
            **RESULTS
                OF OPERATIONS******




The
      following table sets forth, for the periods indicated, certain financial data
      expressed as a percentage of sales:




Year
                Ended
                December 31,2003
            
            
            2004
            
            
            2005Sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            43.7
            
            
            31.9
            
            
            33.1Gross
                profit
            
            
            56.3
            
            
            68.1
            
            
            66.9Operating
                expenses:Research
                and development
            
            
            49.9
            
            
            32.6
            
            
            26.0Less
                royalty bearing participation
            
            
            17.8
            
            
            10.7
            
            
            7.8Research
                and development, net
            
            
            32.1
            
            
            21.9
            
            
            18.2Sales
                and marketing
            
            
            66.1
            
            
            43.5
            
            
            35.3General
                and administrative
            
            
            14.5
            
            
            13.6
            
            
            7.6Total
                operating expenses
            
            
            112.7
            
            
            79.0
            
            
            61.1Operating
                income (loss)
            
            
            (56.4
            )
            
            (10.9
            )
            
            5.8Financial
                income, net
            
            
            0.8
            
            
            0.5
            
            
            1.0Tax
                on Income
            
            
            -
            
            
            -
            
            
            -Net
                income (loss)
            
            
            (55.6
            )
            
            (10.4
            )
            
            6.8




Financial
      Data for Year Ended December 31, 2005 Compared with Year Ended December 31,
      2004
      and Year Ended December 31, 2003




*Revenues*Year
                ended December 31,
            
            %
                Change
            
            
            %
                Change(approximate
                $ in millions)
            
            2004
                vs.
            
            
            2005
                vs.2003
            
            
            2004
            
            
            2005
            
            
            2003
            
            
            2004The
                Performer Family
            
            
            7.6
            
            
            13.6
            
            
            21.0
            
            
            78.9
            
            
            54.4Prism
                and others
            
            
            3.6
            
            
            2.5
            
            
            1.3
            
            
            (30.6
            )
            
            (48.0
            )Total
                revenues
            
            
            11.2
            
            
            16.1
            
            
            22.3
            
            
            43.8
            
            
            38.5





*Revenues* .
      The
      increase in net sales in 2005 was primarily due to a significant rise in sales
      in North America. Our revenue increased 98.1% over 2004 due to the continuing
      improvement in market conditions discussed above and our successful penetration
      into a large CDMA service provider. In addition, with our award-winning Omni-Q
      solution, next-generation network testing, monitoring and performance management
      solution, we have successfully penetrated the service provider market. Due
      to
      the nature of the service provider orders which represents a potential for
      larger sales on average than do equipment vendors, the average size of our
      transactions began to increase.




Our
      sales
      network includes RADCOM
      Equipment, Inc., our wholly-owned subsidiary in the United States, as well
      as
      ten independent manufacturers’ representatives, and more than 45 independent
      distributors in over 50 other countries. The table below shows the sales
      breakdown by territory:




pg32


Year
                ended December 31,
            
            Year
                ended December 31,(approximate
                $ in millions)
            
            (in
                percentage)2003
            
            2004
            
            2005
            
            2003
            
            2004
            
            2005North
                America
            
            
            4.6
            
            
            4.5
            
            
            8.8
            
            
            41.0
            %
            
            27.7
            %
            
            39.5
            %Europe
            
            
            4.1
            
            
            8.5
            
            
            8.6
            
            
            36.4
            
            
            53.1
            
            
            38.6Asia
                Pacific
            
            
            2.2
            
            
            2.3
            
            
            3.3
            
            
            20.0
            
            
            14.3
            
            
            14.8Israel
            
            
            0.1
            
            
            0.5
            
            
            0.8
            
            
            0.8
            
            
            3.1
            
            
            3.6Others
            
            
            0.2
            
            
            0.3
            
            
            0.8
            
            
            1.8
            
            
            1.8
            
            
            3.6Total
                revenues
            
            
            11.2
            
            
            16.1
            
            
            22.3
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %





The
      increase in sales in North America reflects mainly the deployment of 3G cellular
      networks. During 2005 we announced that we signed a multi million dollar
      contract with a major 3G CDMA mobile operator in North America. This major
      mobile operator in North America accounted for more than 10% of our sales in
      2005. One of our distributors in Europe accounted for more than 10% of our
      sales
      in 2005.




*Cost
      of sales and Gross profit*




Year
                ended December 31,(approximate
                $ in millions)2003
            
            
            2004
            
            
            2005Cost
                of sales
            
            
            4.9
            
            
            5.1
            
            
            7.4Gross
                profit
            
            
            6.3
            
            
            10.9
            
            
            14.9




*Cost
      of sales* .
      Since
      2001, we increasingly shifted to a subcontracting model for the manufacture
      of
      our products. As a result, cost of sales consisted of fixed costs of
      approximately $1.3 million for 2005, $1.4 for 2004 and $1.4 milion for 2003.
      We
      believe that the reduction of our fixed manufacturing costs will ensure that
      our
      cost of sales fluctuates more directly in line with revenues.




Most
      of
      our revenues come from products that we develop internally, but in order to
      able
      to deliver a broader range of products and services to our customers in target
      markets we occasionally resell other companies’ solutions. The gross margins on
      these sales are lower than the products that we develop internally. In
      2005 our gross
      margins decreased
      slightly because of the cost of integrating third party products into our
      solution .
      We
      believe that we can maintain the current level of gross margins and we do not
      expect that it will change dramatically.




*Operating
                Costs and Expenses*Year
                ended December 31,
            
            %
                Change
            
            %
                Change(approximate
                $ in millions)
            
            2004
                vs.
            
            2005
                vs.2003
            
            2004
            
            2005
            
            2003
            
            2004Research
                and Development
            
            
            5.6
            
            
            5.2
            
            
            5.8
            
            
            (
                7.1
            )
            
            11.5Less
                Royalty-bearing participation
            
            
            2.0
            
            
            1.7
            
            
            1.7
            
            
            (15.0
            )
            
            -Research
                and Development, net
            
            
            3.6
            
            
            3.5
            
            
            4.1
            
            
            (
                2.8
            )
            
            17.1Sales
                and Marketing
            
            
            7.4
            
            
            7.0
            
            
            7.9
            
            
            (
                5.4
            )
            
            12.9General
                and Administrative
            
            
            1.6
            
            
            2.2
            
            
            1.7
            
            
            37.5
            
            
            (22.7
            )Total
                Operating Expenses
            
            
            12.6
            
            
            12.7
            
            
            13.7
            
            
            0.8
            
            
            7.9




*Research
      and Development* .
      The
      increase in gross research and development expenses from 2004 to 2005 reflects
      our policy to support our growing activity  and
      our
      long-term development goals. This increase reflected primarily an increase
      in
      the average number of research and development personnel. Research and
      development expenses, gross, increased from $5.2 million in 2004 to $5.8 million
      in 2005. As a percentage of total revenues, research and development expenses,
      gross, decreased from 32.6% in 2004 to 26.0% in 2005.




pg33


*Sales
      and Marketing* .
      In some
      regions of North America, we have started to sell our products to end-users
      directly, which has increased our salary and
      other expenses
      but this
      was partially offset
      by lower commissions paid to sales representatives. We have also expanded our
      sales and marketing activities in China with the goal of preparing ourselves
      to
      address the area’s emerging 3G market. The increase in sales and marketing
      expenses from 2004 to 2005, including primarily an increase in the average
      number of sales personnel and salary expenses, reflects these activities. Sales
      and marketing expenses increased from approximately $7.0 million in 2004 to
      approximately $7.9 million in 2005. As a percentage of total revenues, sales
      and
      marketing expenses decreased from 43.5% in 2004 to 35.3% in 2005.




*General
      and Administrative* .
      There
      was a decrease in general and administrative expenses compared to 2004. As
      in
      2004, we recorded approximately $697,000 for litigation expenses and the
      settlement reached with Acterna LLC. This was partially offset by an increase
      in
      investor relation activities expenses. General and administrative expenses
      included a provision for bad debts and others totaling approximately $17,000
      for
      2005, $11,000 for 2004 and $8,000 for 2003.




*Financial
      Income, Net.* Financial income, net, was approximately $235,000 in 2005 compared to $78,000
      in
      2004. The increase in financial income, net, in 2005 compared to 2004 was due
      to
      higher prevailing rates of return, higher cash and cash equivalents, and the
      exchange translation gain that resulted from revaluation of the NIS against
      the
      US dollar. (See the section entitled “Impact of Inflation and Currency
      Fluctuations” below.)




**Discussion
      of 2004 compared with 2003**




The
      following discussion of 2004 compared with 2003 should be read in conjunction
      with the section of this report entitled “Financial Data for Year Ended December
      31, 2005 Compared with Year Ended December 31, 2004 and Year Ended December
      31,
      2003”.




*Revenues* .
      The
      increase in net sales in 2004 was due to a gradual recovery in the global
      telecommunications environment coupled with increased capital spending by
      service providers, helping us to achieve increased sales across all converged
      network product lines. Two of our distributors in Europe each accounted for
      more
      than 10% of our sales in 2004.




*Cost
      of sales* .
      Cost of
      sales in 2003 included an inventory write-off of $960,000 taken during the
      first
      quarter. This write-off was made to reflect the reduced value of some of the
      Prism series components, caused by changing market conditions. In 2003, during
      the initial launch of the Performer, our gross profit was lower and subsequently
      improved. In 2004, the fixed costs of sales were approximately $1.4 million,
      the
      same as they were in 2003. Our gross margin in 2004 improved because of these
      stable costs and our increased revenues.




*Research
      and Development* .
      The
      decrease in gross research and development expenses from 2003 to 2004 reflects
      the results of our cost-cutting program, which was carried out in a  manner
      that we believe has not significantly affected our long-term development goals.




*Sales
      and Marketing* .
      The
      decrease in sales and marketing expenses from 2003 to 2004 also reflects a
      reduction in commissions paid to sales representatives in the United States,
      which commissions are sales-based. In 2004, we increased our presence in the
      United States by appointing a new company president for our U.S. subsidiary.
      We
      started to sell our products in some regions of North America to end-users
      directly, which increased our salary and other expenses, but was partially
      offset by lower commissions paid to sales representatives.




pg34


*General
      and Administrative* .
      There
      was an increase in general and administrative expenses in 2004 related to the
      litigation expenses and the settlement reached with Acterna LLC. The total
      expense for the litigation process and for the settlement was approximately
      $697,000.




*Financial
      Income, Net.* The
      decrease in financial income, net, approximately $78,000 in 2004 compared to
      approximately $93,000 in 2003 was a result of the exchange translation loss
      that
      resulted from revaluation of the NIS against the U.S. dollar. (See the section
      entitled Impact of Inflation and Currency Fluctuationsbelow.)




**B.**
            **LIQUIDITY
                AND CAPITAL RESOURCES******




We
      have
      financed our operations through cash generated from operations, from the
      proceeds of our 1997 initial public offering and from our 2004 private placement
      transaction. Cash and cash equivalents, marketable securities and short-term
      investments at December 31, 2003, 2004 and 2005 were approximately $5.6 million,
      $8.6 million and $ 10 . 5 million,
      respectively.




*Net
      Cash Generated By/Used in Operating Activities.* Net
      cash
      used in operating activities was approximately $4.4 million and $2.2 million
      in
      2003 and 2004, respectively, while net cash generated from operations in 2005
      was approximately $ 1 . 4 million.
      The positive net cash flow in 2005, was primarily due to net income of
      approximately $1.5 million, an increase of approximately $1.2 million in
      deferred revenues, an increase of approximately $138,000 in trade payables,
      a
      decrease of approximately $143,000 in inventory, a decrease of approximately
      $500,000 in other current assets and approximately $579,000 of depreciation
      and
      amortization. This was partially offset by an increase of approximately $2.5
      million in trade receivables and a decrease of approximately $190,000 in other
      payables and accruals.




The
      trade
      receivables and days sales outstanding (DSO) are primarily impacted by payment
      terms, shipment linearity in the quarter and collections performance. The
      increase in trade receivables is due primarily to the increase in our total
      revenue, a higher concentration of shipments toward the end of the
      fourth quarter
      of 2005, which results in a shorter amount of time to collect the related
      accounts receivable and increased DSO, and payment terms extended to our
      customers.




The
      overall decrease in inventory was due to the impact of managing targeted lead
      times. All inventories are accounted for at the lower of cost or market.




The
      decrease in other current assets is primarily a result of a decrease in
      receivables from the Office of the Chief Scientist and prepaid expenses. The
      increase in trade payables is primarily due to the increase in purchases
      of inventory to meet our increased orders .
      The
      decrease in payables and accruals is primarily a result of a decrease of
      customers’ prepayments and decrease in commissions on sales paid to the
      manufacturer’s representative in North America. This was offset by an increase
      in royalties payable to the Chief Scientist, due to an increase in revenues
      and
      other accrued costs. The
      increase in the deferred revenues was primarily the result of an increase in
      the
      number of extended PCS warranties beyond the initial period in 2005. Revenues
      attributable to the extended PCS warranties are deferred at the time of the
      initial sale, and prorated over the contract period.




*Net
      Cash Provided by/Used in Investment Activities.* Investment
      activities have consisted of two components: purchase and sale of short-term
      investments and purchase of equipment. We invest cash that is surplus to our
      operating requirements in our short-term investment portfolio in order to get
      better interest rates. Purchase and sale of short-term deposits and marketable
      securities provided cash in the amount of approximately $3.0 million in 2003
      as
      cash was withdrawn to assist with cash used in operating activities. In 2004,
      we
      invested surplus cash in the amount of $2.0 million and in 2005 we sold
      marketable securities which provided cash in the amount of $2.0 million. Net
      cash provided by (used in) investment activities in 2003, 2004 and 2005 was
      approximately $2.8 million, $(2.3) million and $1.7 million, respectively.




pg35


*Purchase
      of equipment.*  P urchases
      of equipment in 2003, 2004 and 2005 were approximately $222,000, $292,000 and
      $336,000, respectively. These expenditures were principally for computers and
      equipment purchases.




*Net
      Cash Provided by Financing Activities.* In
      2003,
      net cash provided by financing activities was $4,000 from the exercise of stock
      options. In 2004, net cash provided by financing activities totalled
      approximately $5.4 million, $64,000 from the exercise of stock options and
      approximately $5.3 million from the private placement as described below. In
      2005, net cash provided by financing activities totalled approximately $909,000,
      of which $184,000 came from the exercise of stock options and approximately
      $725,000 from the exercise of warrants from the private placement as described
      below.




*Private
      Placement.* In
      March
      2004, we raised $5.5 million in a private placement, or PIPE, of ordinary shares
      and warrants. This equity financing enabled us, among other things, to sustain
      near-term specified compliance with certain continued listing requirements
      of
      the NASDAQ National Market. Under the PIPE transaction, we issued 3,851,540
      of
      our ordinary shares at an aggregate purchase price of $5.5 million, or $1.428
      per ordinary share. The investors in the PIPE included Star Ventures, B.C.S.
      Group, Yehuda Zisapel, Zohar Zisapel, and others. We also issued to the
      investors warrants to purchase up to 962,887 ordinary shares at an exercise
      price of $2.253 per share. The warrants are exercisable for two years from
      the
      closing of the PIPE. As part of the private placement, we filed a resale
      registration statement covering the shares purchased in the private placement
      (including the shares underlying the warrants). The registration was declared
      effective by the SEC on December 10, 2004. We
      incurred expenses of approximately $189,000 in connection with the offering.
      Our
      net proceeds from the offering were approximately $5.3 million. In 2005 the
      investors exercised warrants to purchase 328,256 ordinary shares. Our net
      proceeds from these exercises were approximately $725,000.




Although
      we have been in compliance with the $10 million shareholders’ equity requirement
      since completion of the private placement, we must continue to demonstrate
      an
      ability to sustain this over the long term. We cannot assure you that we will
      maintain such compliance over the long term or that we will be able to maintain
      compliance with all of the continued listing requirements for the NASDAQ
      National Market. If we fail to comply with any of the continued listing
      requirements, we could be delisted from the NASDAQ National Market. Our shares
      would then be quoted on the NASDAQ SmallCap Market (if we satisfy the continued
      listing requirements for such market) or the Over-the-Counter Bulletin
      Board *.*




**Impact
      of Related Party Transactions**




We
      have
      entered into a number of agreements with certain companies, of which Yehuda
      Zisapel and Zohar Zisapel are co-founders, directors and/or principal
      shareholders, collectively known as the RAD-Bynet Group. Of these agreements,
      the office space leases and the distribution agreement with Bynet Electronics
      Ltd. (described in the section entitled “Related Party Transactions” below) in
      Israel are material to our operations. The pricing of the transactions was
      arrived at based on negotiations between the parties. Members of our management
      reviewed the pricing of the lease and distribution agreements and confirmed
      that
      they were not different than terms that could have been obtained from
      unaffiliated third parties. We believe, however, that due to the affiliation
      between us and the RAD-Bynet Group, we have greater flexibility in certain
      terms
      than might be available from unaffiliated third parties on certain issues.
      In
      the event that the transactions with members of the RAD-Bynet Group are
      terminated and we enter into similar transactions with unaffiliated third
      parties, that flexibility may not be available to us.




**Impact
      of Inflation and Currency Fluctuations**




Substantially
      all of our sales and most of our expenses are denominated in U.S. dollars or
      are
      dollar-linked. The currency of the primary economic environment in which our
      operations are conducted is, therefore, the dollar, which is our functional
      currency.




pg36


Since
      we
      pay the salaries of our Israeli employees in NIS, the dollar cost of our
      operations is influenced by the exchange rates between the NIS and the dollar.
      While we incur some expenses in NIS, inflation in Israel will have a negative
      affect on our profits for contracts under which we are to receive payment in
      dollars or dollar-linked NIS, unless such inflation is offset on a timely basis
      by a devaluation of the NIS in relation to the dollar.




Inflation
      in Israel has occasionally exceeded the devaluation of the NIS against the
      dollar or we have faced the strengthening of the value of the NIS against the
      U.S. dollar. In the fourth quarter of 2004, for example, the value of the NIS
      expressed in dollar terms increased significantly, raising our Israeli-based
      costs as expressed in dollars. Under these conditions, we experienced higher
      dollar costs for our operations in Israel, adversely affecting our
      dollar-measured results of operations.




Because
      exchange rates between the NIS and the dollar fluctuate continuously (albeit
      with a historically declining trend in the value of the NIS) exchange rate
      fluctuations will have an impact on our profitability and period-to-period
      comparisons of our results. The effects of foreign currency re-measurements
      are
      reported in our financial statements as financial income or
      expense.




**Effective
      Corporate Tax Rate**




Israeli
      companies are generally subject to corporate tax on their taxable income at
      the
      rate of 34% for the 2005 tax year. Following an amendment to the Israeli Income
      Tax Ordinance [New Version], 1961 (the “Tax Ordinance”), which came into effect
      on January 1, 2006, the corporate tax rate is scheduled to decrease as follows:
      31% for the 2006 tax year and 29% for the 2007 tax year, 27% for the 2008 tax
      year, 26% for the 2009 tax year and 25% for the 2010 tax year and
      thereafter.




Our
      manufacturing facilities have been granted “Approved Enterprise” status under
      the “Investments Law” - the Law for the Encouragement of Capital Investments,
      1959, as amended - and consequently are eligible, subject to compliance with
      specific requirements, ****** for
      tax
      benefits beginning when such facilities first generate taxable income. The
      tax
      benefits under the Investment Law are not available with respect to income
      derived from products manufactured outside of Israel. We have derived, and
      expect to continue to derive, a substantial portion of our income from our
      Approved Enterprise facilities. We are entitled to a tax exemption for a period
      of two to four years (in respect of income derived from our Tel Aviv facility),
      and up to ten years (in respect of income derived from our Jerusalem facility)
      commencing in the first year in which such income is earned, subject to certain
      time restrictions. These time periods have not yet commenced because we have
      incurred net operating losses for Israeli tax purposes. At December 31,
      2005, we had net operating loss carry-forwards (unlimited in time) of
      approximately $16.5 million.




Our
      effective corporate tax rate may substantially exceed the Israeli tax rate.
      Our
      U.S. subsidiary will generally be subject to applicable federal, state, local
      and foreign taxation, and we may also be subject to taxation in the other
      foreign jurisdictions in which we own assets, have employees or conduct
      activities. Our U.S. subsidiary had net loss carry-forwards of approximately
      $10.9 million available at December 31, 2005 for federal and state income
      tax purposes. These carry-forwards will offset future taxable income and expire
      in 2008 through 2024 for federal income tax purposes. Because of the complexity
      of these local tax provisions, it is not possible to anticipate the actual
      combined effective corporate tax rate which will apply to us. Our U.K.
      subsidiary had net loss carry-forwards of approximately $391,000 for U.K. tax
      purposes.




We
      recorded a valuation allowance for all of our deferred tax assets. Based on
      the
      weight of available evidence, it is more likely than not that all of the
      deferred tax assets will not be realized.




**Government
      Grants and Related Royalties**




The
      Government of Israel, through the Office of the Chief Scientist (the “OCS”),
      encourages research and development projects pursuant to the Law for the
      Encouragement of Industrial Research and




pg37


Development,
      1984, commonly referred to as the “R&D Law”. We may receive from the Office
      of the Chief Scientist up to 50% of the research and development expenditures
      for particular projects. We recorded grants from the Office of the Chief
      Scientist totaling approximately $2.0 million in 2003, $1.7 million in 2004
      and
      $1.7 million in 2005. Pursuant to the terms of these grants, we are obligated
      to
      pay royalties of 3.5% of revenues derived from sales of products funded with
      these grants. In the event that a project funded by the Office of the Chief
      Scientist does not result in the development of a product which generates
      revenues, we would not be obligated to repay the grants we received for the
      product’s development. Royalties’ expenses relating to the OCS grants included
      in the cost of sales for years ended December 31, 2003, 2004 and 2005, were
      $424,000, $561,000 and $769,000 respectively. The total research and development
      grants that we have received from the OCS as of December 31, 2005, were $ 23.4
      million. For projects authorized since January 1, 1999, the repayment interest
      rate is Libor. The accumulated interest as of December 31, 2005, was $ 2.1
      million. As of December 31, 2005, the accumulated royalties paid to the OCS
      were
      $ 5.7 million. At December 31, 2005, our contingent liability to the Office
      of the Chief Scientist in respect of grants received was approximately $19.8
      million. For additional information, see “Item 4B - Information on the Company -
      Israeli Office of Chief Scientist”.




We
      are
      also obligated to pay royalties to the Israel-United States Binational
      Industrial Research and Development (BIRD) Foundation, with respect to sales
      of
      products based on technology resulting from research and development funded
      by
      the BIRD Foundation. Royalties to the BIRD Foundation are payable at the rate
      of
      5% based on the sales revenues of such products, up to 150% of the grant
      received, linked to the United States Consumer Price Index. As of
      December 31, 2005, we had a contingent obligation to pay the BIRD
      Foundation aggregate royalties in the amount of approximately $300,000. Since
      1995 we have not received grants from the BIRD Foundation.




**Critical
      Accounting Policies and Estimates**




Our
      significant accounting policies are more fully described in Note 2 to our
      consolidated financial statements. However, certain of our accounting policies
      are particularly important to the portrayal of our financial position and
      results of operations. In applying these critical accounting policies, our
      management uses its judgment to determine the appropriate assumptions to be
      used
      in making certain estimates. Those estimates are based on our historical
      experience, the terms of existing contracts, our observance of trends in the
      industry, information provided by our customers and information available from
      other outside sources, as appropriate. These estimates are subject to an
      inherent degree of uncertainty. With respect to our policies on revenue
      recognition, warranty costs and inventories, our historical experience is based
      principally on our operations since we commenced selling. Our critical
      accounting policies include:




*Revenue
      recognition* .
      Revenue
      from product sales is recognized, in accordance with Statement of Position
      (SOP)
      97-2, “Software Revenue Recognition”, when the following criteria are met: (1)
      persuasive evidence of an arrangement exists; (2) delivery has occurred; (3)
      the
      vendor’s fee is fixed or determinable; and (4) collectability is probable.
      Amounts received from customers prior to product shipments are classified as
      advances from customers. With certain of our products, we provide a one-year
      free software update as part of the purchase price of our products, which
      includes bug-fixing solutions and a hardware warranty (“post customer support”
or PCS). In these cases, revenue from PCS during the first year is recognized
      upon delivery of the product, since the following criteria are met: (1) the
      PCS
      fee is included with the initial licensing fee; (2) the PCS included with the
      initial license is for one year; (3) the estimated cost for providing PCS during
      the arrangement is insignificant; and (4) unspecified upgrades/enhancements
      offered during the PCS arrangements historically have been and are expected
      to
      continue to be minimal and infrequent.




For
      other
      products we provide PCS for two years. In these cases, revenue attributable
      to
      the PCS component is determined utilizing vendor-specific objective evidence
      for
      such service and deferred at the time of the initial sale and recognized ratably
      over the PCS period, in accordance with the provisions of SOP 97-2. After the
      PCS period, initially provided with our products, we sell extended PCS
      contracts, which include full software updates, new protocols included in the
      packages at time of purchase, and full hardware repair of all faulty units.
      Revenues attributable to the extended PCS are deferred at the time of the
      initial sale and recognized ratably over the contract period. We generally
      do
      not grant rights of return except for defective products for which a warranty
      allowance is recorded. However, in certain circumstances, we have granted
      limited rights of return. In these situations, we have deferred all revenue
      until the right of return has expired.




pg38


Most
      of
      our revenues are generated from sales to independent distributors. We have
      a
      standard contract with our distributors. Based on this agreement, sales to
      distributors are final and distributors have no rights of return or price
      protection. Usually, we are not a party to the agreements between distributors
      and their customers.




In
      certain circumstances, we have granted limited rights of return and in such
      situations, we do not recognize revenue. The distributors do not need to
      disclose to us their customers’ names, prices or date of order. To the best of
      our knowledge, a distributor places an order with us after they receive an
      order
      from their end-user, and do not hold our inventory for sale. Distributors may
      hold products for a demo or as repair parts in order to keep their service
      agreement with a customer. Usually, we are not a party to the agreements between
      distributors and their customers. According to our agreement with the
      distributors, a distributor generally should buy at least one demo unit in
      order
      to present the equipment to their customers. This is a final sale, and there
      are
      no rights of return. In practice, the distributors pay full price for the
      hardware; we give them a special discount for the software and allow
      distributors to receive all new software packages as they are released. The
      distributor cannot sell this equipment to the end-user; the license is only
      for
      the distributor. We do not consider this a benefit to the distributors since
      we
      sell only the demo systems with a special software discount.




We
      also
      generate sales through independent manufacturer's representatives. These
      representatives do not hold any of our inventories, and they do not buy products
      from us. We invoice the end-user customers directly, collect payment directly
      and then pay commissions to the manufacturer's representative for the sales
      in
      their territory. We report sales through independent manufacturer's
      representatives on a gross basis, based on the indicators of EITF 99-19,
      Reporting Revenue Gross as a Principal versus Net as an Agent.




*Allowance
      for product warranty* .
      Our
      products sold are generally covered by a warranty for periods ranging from
      one
      to two years. In respect of contracts where the PCS was recognized upon
      delivery, we recorded an appropriate provision. .




*Trade
      receivables* .
      Trade
      receivables are recorded less the related allowance for doubtful accounts
      receivable. We consider accounts receivable to be doubtful when we think it
      is
      probable that we will be unable to collect all amounts, after taking into
      account current information regarding the customer’s ability to repay its
      obligations. The balance sheet allowance for doubtful accounts for all periods
      through December 31, 2005, is determined as a specific amount for those accounts
      the collection of which is uncertain. If our customers’ ability to repay their
      obligations diminishes in the future, the actual allowance for doubtful accounts
      may not be adequate.




*Inventories* .
      Inventories are stated at the lower of cost or market, cost being determined
      on
      the basis of the average cost method for raw materials and on the basis of
      actual manufacturing costs for work-in-progress and sub-contractors. Inventory
      write-off and write-down provisions are provided to cover risks arising from
      slow-moving items or technological obsolescence. Spare parts and raw materials
      that are no longer used in producing our product are written down to their
      fair
      market value. If changes in the market conditions or changes in the company’s
      products occur in the future, it is possible that additional write-off will
      be
      made at such time. In addition, we add to the cost of finished products and
      work
      in process held in inventory the overhead from our manufacturing process. If
      these estimates change in the future, the amount of overhead allocated to cost
      of revenues would change.




pg39


*Stock
      option plans* .
      Through
      December 31, 2005, we elected to follow the intrinsic value-based method of
      accounting prescribed by Accounting Principles Board ("APB") Opinion No. 25,
      "Accounting for Stock Issued to Employees", and related interpretations
      including FASB Interpretation No. 44, "Accounting for Certain Transactions
      Involving Stock Compensation" of APB Opinion No. 25 ("FIN 44"), in accounting
      for its stock option plans for employees and directors rather than adopting
      the
      alternative fair value accounting provided under SFAS No. 123, "Accounting
      for
      Stock-Based Compensation". Under the intrinsic value-based method, compensation
      is recorded on the date of grant only if the current market price of the
      underlying stock exceeds the exercise price. Therefore, we have not recorded
      any
      compensation expense for stock options we granted to our employees where the
      exercise price equals the fair market value of the stock on the date of grant,
      and the exercise price and number of shares eligible for issuance under the
      options and vesting period are fixed. However, where the exercise price is
      less
      than the fair market value of the stock on the date of grant, compensation
      expense was recognized. Deferred compensation is amortized to compensation
      expense over the vesting period of the options on a straight−line method,
      generally four years. We have adopted the disclosure requirements of SFAS No.
      123.




*Stock
      option plans - SFAS 123R.* In
      December 2004, FASB issued SFAS No. 123, which addresses the accounting for
      share-based payment transactions in which employee services are received in
      exchange for equity instruments of a company, liabilities that are based on
      the
      fair value of a company's equity instruments, or an undertaking that may be
      settled by the issuance of such equity instruments. SFAS 123R eliminates the
      ability to account for share-based compensation transactions using the intrinsic
      value method as prescribed in APB Opinion No. 25, "Accounting for Stock Issued
      to Employees". Instead, SFAS 123R requires that such transactions be accounted
      for using a fair-value-based method and that compensation expenses be recognized
      in the statement of operations rather than disclosing the pro forma impact
      of
      the stock-based compensation as we currently disclose in Note 7 to the financial
      statements. SFAS 123R provides two tentative adoption methods: The first method
      is a modified prospective transition method whereby a company would recognize
      share-based employee costs from the beginning of the fiscal period in which
      the
      recognition provisions are first applied as if the fair-value-based accounting
      method had been used to account for all employee awards granted, modified,
      or
      settled after the effective date and to any awards that were not fully vested
      as
      of the effective date. Measurement and attribution of compensation costs for
      awards that are unvested as of the effective date of SFAS 123R would be based
      on
      the same estimate of the grant-date’s fair value and the same attribution method
      used previously under SFAS No. 123, “Accounting for Stock-Based Compensation”
(“SFAS 123”). The second adoption method is a modified retrospective transition
      method whereby a company would recognize employee compensation cost for periods
      presented prior to the adoption of SFAS 123R in accordance with the original
      provisions of SFAS 123. Accordingly, an entity would recognize employee
      compensation costs in the amounts reported in the pro forma disclosures provided
      in accordance with SFAS 123. A company would not be permitted to make any
      changes to those amounts upon adoption of SFAS 123R unless those changes
      represent a correction of an error. The provisions of SFAS 123R are effective
      for fiscal years beginning after June 15, 2005.  We
      expect
      that the adoption of this standard will reduce our net income in 2006 by
      approximately $472,000. This estimate is based on the number of options
      currently outstanding and exercisable and could change based on the number
      of
      options granted or forfeited in fiscal 2006.




**C.**
            **RESEARCH
                AND DEVELOPMENT, PATENTS AND LICENSES******




See
      “Item 4—Business Overview—Research and Development” and “Business
      Overview—Proprietary Rights.”




**D.**
            **TREND
                INFORMATION**********




Telecommunications
      and data communications equipment developers and manufacturers and carriers
      are
      the principal end-users of a large percentage of our products. From 2001 through
      the first half




pg40


of
      2003,
      the telecommunications industry in much of the world, including in our principal
      geographic markets, has been experiencing a slowdown, resulting in decreases
      and
      delays in the procurement and deployment of new telecommunications equipment.
      Although some markets have stabilized, the level of capital expenditures remains
      low, and many developers and manufacturers in markets throughout the world
      continue to experience a low level of sales and revenues. As
      a
      result of the foregoing, we experienced a significant decline in demand for
      our
      products in 2001, 2002, and the first half of 2003, resulting in a significant
      decline in sales and revenues. In addition, we have been affected by reduced
      market demand for our Prism product line. In the second half of 2003, we
      perceived an improvement in the general market for telecommunications equipment,
      particularly in the cellular segment of the market.




In
      2005,
      there was increased spending in the industry by service providers, compared
      to
      2004, as they began to expand and upgrade their networks, including
      next-generation wireless technologies and Voice over Internet Protocol, or
      IP,
      solutions. This increase in industry spending was strongest with the build-up
      of
      new technologies in both established and emerging markets. For example,
      throughout 2004 and into 2005 we announced several new contracts. Our
      traditional large competitors remain strong and focused on certain key factors,
      such as customer relationships, repeat sales to their customer base, innovative
      and reliable products, services and price. In 2006, we expect that these trends
      will continue; however, the rate of increase may be slower. Revenue growth
      generated from spending by our customers in the above areas of our business
      is
      expected to be partially offset by revenue declines from customers limiting
      their investments in network testing as they focus on maximizing return on
      invested capital.




***E.***
            **OFF
                BALANCE SHEET ARRANGEMENTS******




Not
      applicable.




**F.**
            **TABULAR
                DISCLOSURE OF CONTRACTUAL OBLIGATIONS******




The
      following table of our material contractual obligations as of December 31,
      2005,
      summarizes the aggregate effect that these obligations are expected to have
      on
      our cash flows in the periods indicated:




Payments
                due by periodContractual
                Obligations
            
            
            Total
            
            
            Less
                than
              1
                year
            
            
            2-3
              years
            
            
            4-5
              years
            
            
            More
                than
              5
                years(in
                thousands US$)Property
                Leases
            
            $
            2,137
            
            $
            635
            
            $
            1,273
            
            $
            224
            
            $
            5Open
                purchase orders
            
            
            1,233
            
            
            1,233
            
            
            --
            
            
            --
            
            
            --Operating
                Leases
            
            
            1,233
            
            
            458
            
            
            722
            
            
            53
            
            
            --Total
            
            $
            4,603
            
            $
            2,326
            
            $
            1,995
            
            $
            277
            
            $
            5




*Open
      purchase orders* .
      We
      purchase components from a variety of suppliers and use several contract
      manufacturers to provide manufacturing services for our products. During the
      normal course of business, in order to manage manufacturing lead times and
      help
      assure adequate component supply, we enter into agreements with contract
      manufacturers and suppliers that allow them to procure inventory based upon
      criteria as defined by our requirements. In certain instances, we provide a
      non-binding forecast every 12 months, and submit binding purchase orders
      quarterly for material needed in the next quarter. These agreements allow us
      the
      option to cancel, reschedule, and adjust our requirements based on our business
      needs prior to firm orders being placed. There are no penalties incurred for
      not
      taking delivery; however, if we change components in our products, when the
      manufacturer has bought components based on a purchase order, we reimburse
      the
      manufacturer for any losses incurred relating to the manufacturer’s disposal of
      such components. Consequently, only a portion of our reported purchase
      commitments arising
      from these agreements are firm, non-cancelable, and unconditional
      commitments and
      included in the table above **.**




pg41


In
      addition, we are required to pay royalties as percentages from the revenues
      derived from products incorporating know-how developed from reaserch and
      development grants from the Office of the Chief Scientist (the “OCS”). Royalty
      rates were 3%-3.5% in 2003 and 3.5% in 2004 and subsequent years. As of
      December 31, 2005, our contingent liability to the Office of the Chief
      Scientist in respect of grants received was approximately $19.8 million and
      our
      contingent liability to the Bird Foundation in respect of funding received
      was
      approximately $300,000. If we do not generate revenues from products
      incorporating know-how developed within the framework of these programs, we
      will
      not be obligated to pay royalties.




Further,
      we provided
      a performance guarantee in favor of a customer from Bank Hapoalim in Israel
      amounting to $393,000 as of December 31, 2005.




**ITEM
              6.**
            **DIRECTORS,
                SENIOR MANAGEMENT AND
                EMPLOYEES**




**A.**
            **DIRECTORS
                AND SENIOR MANAGEMENT**




The
      following table lists our current directors and executive officers:




Name
            Age
            PositionZohar
                Zisapel
            57
            Chairman
                of the Board of DirectorsArnon
                Toussia-Cohen
            51
            President,
                Chief Executive OfficerDavid
                Zigdon
            49
            Vice
                President Finance and Chief Financial OfficerHanan
                Klainer
            45
            Vice
                President Sales and MarketingDavid
                Ripstein
            39
            General
                Manager, Products and TechnologiesAvi
                Zamir
            49
            President
                ofRADCOMEQUIPMENT
                Inc.Ilan
                Bar
            45
            Chief
                Technology OfficerRuth
                Koren
            49
            Vice
                President Human ResourcesMichael
                Shilinger
            51
            Vice
                President OperationsUzi
                Yahav
            51
            Vice
                President Business DevelopmentRony
                Ross (1) (2)
            56
            Director
                and chairwoman of the Audit Committee.Zohar
                Gilon (2)
            58
            Director
                and Audit Committee member.Dan
                Barnea (1) (2)
            61
            Director
                and Audit Committee member.




(1)
      External Director


(2)
      Independent Director




Mr. Zohar
      Zisapel, a co-founder of our company, has served as our Chairman of the Board
      since our inception. Mr. Zisapel is also a founder and a director of RAD
      Data Communications Ltd., a worldwide data communications company headquartered
      in Israel, for which he currently serves as Chairman of the Board and served
      as
      President from 1982 to 1997. Mr. Zisapel is a director of two other public
      companies RADVision Ltd., and Ceragon Ltd. Mr. Zisapel has a B.Sc. and an
      M.Sc. degree in electrical engineering from the Technion and an M.B.A. degree
      from Tel Aviv University.




Mr. Arnon
      Toussia-Cohen, our President and Chief Executive Officer joined
      us in September 1998, and served
      as
      a director from September 1999 until January 2005. Mr. Toussia-Cohen also serves as a
      Chairman of the Board of RADCOM
      EQUIPMENT, Inc. and RADCOM (UK) Ltd. Prior to joining us, he worked for Telrad
      Telecommunications Industries, a leading Israeli telecommunications equipment
      manufacturer, in a number of capacities, including R&D Division Manager,
      Vice President of Business Systems and finally as President of Telrad
      Telecommunications Inc., the company’s subsidiary in North America.
      Mr. Toussia-Cohen has a B.Sc. degree in electrical engineering from the
      Technion and a diploma in Advanced Business Studies for Managers from the Open
      University in Israel.




Mr. David
      Zigdon, our Vice President of Finance and Chief Financial Officer, joined us
      in
      February 2000. Mr. Zigdon also serves as a director of RADCOM (UK) LTD
      and RADCOM EQUIPMENT Inc. Prior to joining us, Mr. Zigdon was a manager in
      the RAD-BYNET Group for 10 1/2 years, initially as Chief Financial Officer
      and then for four years as Chief Executive Officer of Bynet Electronics Ltd.
      which, as part of its business, distributes our products in Israel.
      Mr. Zigdon has a B.A. degree in economics & accounting and a L.L.M
      degree in business law from Bar Ilan University, and is a Certified Public
      Accountant.




pg42


Mr. Hanan
      Klainer, our Vice President of Sales, joined us in 1998 as Regional Marketing
      Manager and was then promoted to the position of Vice President of Sales. Prior
      to joining us, he worked with Scopus Video Networks where he was Marketing
      Manager. Before that, he worked at Orbotech as Technical Marketing Manager
      for
      the Japanese Market. Mr. Klainer has a B.Sc. degree in electronic
      engineering from Tel Aviv University and an Executive M.B.A. from the Hebrew
      University in Jerusalem.




Mr. David
      Ripstein, our General Manager, Products and Technologies, joined us in 2000
      as
      General Manager, Quality Management Business Unit. Prior to joining us, he
      was
      co-founder of Firebit, a company that targeted the ISP market with security
      services solutions and one of the co-founders of Speedbit, a company that
      focuses on increasing the speed of downloading from the Internet. Mr. Ripstein
      served in the Intelligence Corps of the Israel Defense Forces, completing his
      service with the rank of Major. Mr. Ripstein has a B.Sc. and an M.Sc.
      degree in Electronic Engineering from the Technion.




Mr.
      Avi
      Zamir, President of our wholly-owned U.S. subsidiary, RADCOM Equipment,
      Inc., rejoined us in May 2004. Mr. Zamir also serves as a director of
      RADCOM EQUIPMENT Inc. From 1999 to 2004, Mr. Zamir was co-founder of Business
      Layers Inc., a company that focuses on eProvisioning solutions, which
      allow organizations to transform business rules and changes into a set of
      corresponding IT activities. Prior to
      that, from 1993 to 1999 Mr. Zamir was the President of **** RADCOM EQUIPMENT
      Inc. Mr. Zamir has a practical engineering qualification from Ort
      Yad-Singalovski, Tel Aviv.




Mr. Ilan
      Bar, our Chief Technology Officer, joined us in 1993 as the WAN/LAN Project
      Manager. Later he was promoted to the Head of Research and Development and
      in
      2000 he was promoted again to the position of General Manager, Network Test
      Solutions. Prior to joining us he was at Astronautics Ltd., an Israeli company
      that manufactures and sells military products, where he held a number of
      positions, including Systems Engineer and Research and Development Electronics
      Engineer. Prior to that, he served in the Israeli Air Force. Mr. Bar has a
      B.A. degree in Business Management from Ruppin Academic Center.




Ms. Ruth
      Koren, our Vice President of Human Resources, joined us in March 2000. From
      June 1997 to February 2000, she was Vice President of Human Resources
      and Operations & Public Relations at SPL Worldgroup, a global software
      company. Ms. Koren has a B.A. degree in Psychology from Bar-Ilan
      University.




Mr. Michael
      Shilinger, our Vice President of Operations, joined us in June 1999. From
      May 1997 to May 1999 he was Director of Purchasing and Logistics for
      Tadiran - Telematics Ltd., an Israeli company involved in the marketing,
      development and production of systems for the location of vehicles, cargo and
      people. Prior to that Mr. Shilinger was a Director of Logistics at
      Galtronics Ltd., one of the leading companies in the manufacture of portable
      antennas for cellular systems. Prior to that Mr. Shilinger was the owner of
      a Management Information Systems Consulting firm implementing ERP Systems.
      Mr. Shilinger has a B.Sc. degree in Industry and Management from Ben-Gurion
      University.




Mr.
      Uzi
      Yahav, our Vice President of Business Development, joined us in November 2005.
      From 2002 to October 2005, he was the Vice President of Marketing and Business
      Development at Optibase Ltd. a developer of IPTV solutions for major operators
      and carriers worldwide. From 1999 to 2002, Mr. Yahav was the Vice President
      of
      Marketing at Be Connected Ltd. a subsidiary of Telrad Networks Ltd., a developer
      of integrated telecommunication solution for carriers. Prior to that, he was
      the
      Product Manager for advanced wireless solutions at Teledata Networks Ltd. Mr.
      Yahav has a B.Sc. degree in Electrical Engineering from Ben Gurion University,
      and an MBA degree from Haifa University.




Ms. Rony
      Ross has served as a Director since December 2000. She is the Executive
      Chairperson and founder of Panorama Software Ltd., a developer and marketer
      of
      Business Intelligence and on-line analytical processing (OLAP) systems and
      has
      been its Chief Executive Officer from 1993 until 2002. Ms. Ross has over 25
      years experience in the software and hi-tech industry. Ms. Ross is also a
      director of Fundtech. She holds a B.Sc. degree in Mathematics and Statistics
      from Tel Aviv University, an M.B.A. degree from the Recanati Management School
      of Tel Aviv University and an M.Sc. degree in Computer Science from the Weizmann
      Institute of Science.




Mr. Zohar
      Gilon has served as a Director since June 1995. He serves as a General
      Partner and Managing Director of Tamar Technologies Ventures, a venture capital
      fund investing in Israel and the U.S. From 1993 until August 1995, he
      served as President of W.S.P. Capital Holdings Ltd., which provides investment
      banking and underwriting services in Israel and invests in real estate and
      high-technology investments in Israel and abroad. Mr. Gilon serves as a director
      of other public companies, namely Ceragon Ltd. and RIT Technologies Ltd., and
      of
      several private companies. Mr. Gilon is also a private investor in numerous
      high-technology companies, including affiliates of ours in Israel. He holds
      a
      B.Sc. degree in electrical engineering from the Technion and an M.B.A. degree
      from Tel Aviv University.




pg43


Mr. Dan
      Barnea has served as a Director since September 1999. Mr. Barnea is
      Senior Vice President for Research and Development of BMC Software Inc., one
      of
      the world’s largest software publishers. Prior to that he served as President
      and Chief Executive Officer of New Dimension Software, an Israeli-based mission
      critical software developer, from 1995 until its acquisition by BMC. From 1991
      to 1995, Mr. Barnea was the General Manager and, later, President and Chief
      Executive Officer of Laser Industries Ltd., a world leader in the development
      of
      laser systems for medical applications. From 1987 to 1991, Mr. Barnea was
      the General Manager of Indigo Ltd., an innovator and leader in digital offset
      color printing. From 1981 to 1987, Mr. Barnea held senior positions at
      Elscint Ltd., then a developer of medical imaging equipment. Mr. Barnea
      holds a B.Sc. degree in Electronics and a M.Sc. in computer science from the
      Technion.




**B.**
            **COMPENSATION**




The
      aggregate direct remuneration paid to all of our directors and officers as
      a
      group (13 persons) for the year ended December 31, 2005 was approximately
      $1.2 million. This amount includes approximately $179,000, which was set aside
      or accrued to provide pension, retirement or similar benefits, but does not
      include any amounts we paid to reimburse our affiliates for costs incurred
      in
      providing services to us during such period.




As
      of
      December 31, 2005, our directors and officers as a group held options to
      purchase an aggregate of 2,062,800 ordinary shares. Other than the options
      granted to our directors under the Directors Share Incentive Plan (1997), the
      2001 Share Option Plan, the International Employee Stock Option Plan and the
      2003 Share Option Plan and reimbursement for expenses, we do not compensate
      our
      directors for serving on our Board of Directors.




**Stock
      Option Plans**




We
      have
      the following eight stock option plans for the granting of options to our
      employees, officers, directors and consultants: (i) the Key Employee Share
      Incentive Plan (1996); (ii) the Directors Share Incentive Plan (1997);
      (iii) the 1998 Employee Bonus Plan; (iv) the 1998 Share Option Plan;
      (v) the International Employee Stock Option Plan; (vi) the 2000 Share
      Option Plan; (vii) the 2001 Share Option Plan; and (viii) the 2003 Share
      Option Plan. Options granted under our option plans generally vest over a period
      of between two and four years, and generally expire ten years from the date
      of
      grant. The stock options plans are administered either by the Board of Directors
      or, subject to applicable law, by the Share Incentive Committee, which has
      the
      discretion to make all decisions relating to the interpretation and operation
      of
      the options plans, including determining who will receive an option award and
      the terms and conditions of the option awards.




In
      July
      2005 our Board of Directors resolved to increas the shares available under
      RADCOM Ltd. 2003 Share Option Plan by a transfer of 135,000 shares from the
      Company’s older share incentive plans and a corresponding reduction in ordinary
      shares available under those plans, in respect of which shares had been
      reserved, but not issued.




In
      December 2004, the Financial Accounting Standards Board (“FASB”) issued
      Statement Number 123 (revised 2004), or “Share-Based Payment”, “FAS No.123 (R)”,
      which requires all companies to measure compensation expense for all share-based
      payments (including employee stock options) at fair value, and will be effective
      for public companies for annual reporting periods of fiscal years beginning
      after June 15, 2005. Our adoption of FAS No.123 (R) will require us to record
      an
      expense for stock-based compensation plans commencing in the first quarter
      of
      2006 and will result in ongoing accounting charges that will significantly
      reduce our net income. See Note 12 of the Notes to Consolidated Financial
      Statements for further information..




As
      of
      December 31, 2005, we have granted options to purchase 4,093,494 ordinary
      shares, of which options to purchase 981,440 ordinary shares have been exercised
      and options to purchase 3,112,054 ordinary shares remain outstanding. An
      additional 957,003 ordinary shares are reserved for issuance under our stock
      option plans.




pg44


**C.**
            **BOARD
                PRACTICES******




**Terms
      of Office**




Directors
      are elected by the shareholders at the annual general meeting of the
      shareholders, except in certain cases where directors are appointed by the
      Board
      of Directors and their appointment is later ratified at the first meeting of
      the
      shareholders thereafter. Except for external directors (as discussed below),
      directors serve until the next Annual General Meeting. The current Board of
      Directors is comprised of Zohar Zisapel, Zohar Gilon, Dan Barnea and Rony Ross.
      None of our directors have service contracts with the company relating to their
      serving as a director, and none of the directors will receive benefits upon
      termination of their position as a director.




**External
      Directors**




We
      are
      subject to the provisions of the new Israeli Companies Law, 5759-1999, which
      became effective on February 1, 2000, superseding most of the provisions of
      the Israeli Companies Ordinance (New Version), 5743-1983.




Under
      the
      Companies Law, companies incorporated under the laws of Israel whose shares
      have
      been offered to the public in or outside of Israel are required to appoint
      at
      least two external directors. The Companies Law provides that a person may
      not
      be appointed as an external director if the person or the person’s relative,
      partner, employer or any entity under the person’s control, has, as of the date
      of the person’s appointment to serve as external director, or had during the two
      years preceding that date, any affiliation with the company, any entity
      controlling the company or any entity controlled by the company or by such
      controlling entity. The term affiliation includes:




·
            an
                employment relationship;




·
            a
                business or professional relationship maintained on a regular
                basis;




·
            control;
                and




·
            service
                as an office holder, excluding service as an office holder during
                the
                three-month period in which the company first offers its shares to
                the
                public.




No
      person
      can serve as an external director if the person’s position or other business
      creates, or may create, a conflict of interest with the person’s
      responsibilities as an external director or if his or her position or business
      might interfere with his or her ability to serve as a director. Until the lapse
      of two years from termination of service as an external director, a company
      may
      not engage an external director to serve as an office holder and cannot employ
      or receive services from that person, either directly or indirectly, including
      through a corporation controlled by that person.




External
      directors are to be elected by a majority vote at a shareholders meeting,
      provided that either:




·
            a
                majority of the shares voted at the meeting, including at least one
                third
                of the shares of non-controlling shareholders, vote in favor of the
                election; or




·
            the
                total number of shares voted against the election of the external
                director
                does not exceed one percent of the aggregate number of voting shares
                of
                the company.




·
            The
                initial term of an external director is three years and may be extended
                for an additional three years. Each committee of a company’s Board of
                Directors is required to include at least one external director.
                Both Rony
                Ross and Dan Barnea qualify as external directors under the Companies
                Law.
                At least one of the external directors has been appointed to each
                of the
                committees.




pg45


**Audit
      Committee**




*Nasdaq
      Requirements*




Our
      ordinary shares are listed for quotation on the Nasdaq National Market and
      we
      are subject to the rules of the Nasdaq National Market applicable to listed
      companies. Under the current Nasdaq rules, a listed company is required to
      have
      an audit committee consisting of at least three independent directors, all
      of
      whom are financially literate and one of whom has accounting or related
      financial management expertise. Rony Ross, Dan Barnea and Zohar Gilon qualify
      as
      independent directors under the current Nasdaq requirements, and are all members
      of the Audit Committee. In addition, we have adopted an audit committee
      charter.




The
      Audit
      Committee of the Board of Directors assists the board in fulfilling its
      responsibility for oversight of the quality and integrity of our accounting,
      auditing and financial reporting practices and financial statements and the
      independence qualifications and performance of our independent auditors. The
      Audit Committee also has the authority and responsibility to oversee our
      independent auditors, to recommend for shareholder approval the appointment
      and,
      where appropriate, replacement of our independent auditors and to pre-approve
      audit engagement fees and all permitted non-audit services and fees.




*Companies
      Law Requirements*




Under
      the
      Companies Law, the Board of Directors of a public company is required to appoint
      an audit committee, which must be comprised of at least three directors and
      include all of the external directors, but may not include:




·
            the
                chairman of the Board of Directors;




·
            any
                controlling shareholder or any relative of a controlling shareholder;
                and




·
            any
                director employed by the company or providing services to the company
                on a
                regular basis.




The
      duty
      of the audit committee is to identify irregularities in the management of the
      company’s business, including in consultation with the internal auditor and the
      company’s independent accountants, and to recommend remedial action relating to
      such irregularities. In addition, the approval of the audit committee is
      required under the Companies Law to effect certain related-party
      transactions.




An
      audit
      committee of a public company may not approve a related-party transaction under
      the Companies Law unless at the time of such approval the external directors
      are
      serving as members of the audit committee and at least one of them is present
      at
      the meeting at which such approval is granted.




Under
      the
      Companies Law, the Board of Directors of a public company must also appoint
      an
      internal auditor proposed by the audit committee. The duty of the internal
      auditor is to examine, among other things, whether the company’s conduct
      complies with applicable law and orderly business procedure. Under the Companies
      Law, the internal auditor may not be an interested party, an office holder,
      or
      an affiliate, or a relative of an interested party, an office holder or
      affiliate, nor may the internal auditor be the company’s independent accountant
      or its representative. An interested party is defined in the Companies Law
      as a
      5% or greater shareholder, any person or entity who has the right to designate
      at least one director or the general manager of the company and any person
      who
      serves as a director or as a general manager.




Mr.
      Yossi
      Ginosar a partner of Fahn Kane, a member of Grant Thornton, serves as our
      internal auditor.




pg46




**Exculpation,
      Indemnification and Insurance of Directors and Officers**




We
      have
      agreed to exculpate and indemnify our office holders to the fullest extent
      permitted under the Companies Law. We have also purchased a directors and
      officers liability insurance policy. For information regarding exculpation,
      indemnification and insurance of directors and officers under applicable law
      and
      our articles of association, see “Item 10B - Additional Information - Memorandum
      and Articles of Association”.




**Management
      Employment Agreements**




We
      maintain written employment agreements with substantially all of our key
      employees. These agreements provide, among other matters, for monthly salaries,
      our contributions to Managers’ Insurance and an Education Fund and severance
      benefits. Most of our agreements with our key employees are subject to
      termination by either party upon the delivery of notice of termination as
      provided therein.




**Nominating
      Committee**




Our
      nominees to the board of directors are selected or recommended to the board
      by
      our Audit Committee which performs the function of a Nominating Committee,
      and
      is comprised solely of independent directors provided that no such
      recommendation shall be required in cases, if any, where the right to nominate
      a
      director legally belongs to a third party. The written procedures addressing
      the
      nominating process, was approved by our Board of directors .




**Compensation
      Committee**




The
      compensation payable to executive officers must be approved either by a majority
      of the independent directors on the board or a compensation committee comprised
      solely of independent directors. Our Audit Committee which is comprised solely
      of independent directors also serves as a Compensation Committee.




**D.**
            **EMPLOYEES**




As
      of
      December 31, 2005, we had 152 permanent and temporary employees worldwide,
      of which 70 were employed in research and development, 48 in sales and
      marketing, 14 in management and administration and 20 in operations. As of
      December 31, 2005, 131 of our employees were based in Israel, 14 were based
      in the United States and 7 were based in Spain and China. All of our employees
      have executed employment agreements, including confidentiality and non-compete
      provisions, with us. We are subject to labor laws and regulations in Israel
      and
      the United States. We and our Israeli employees are also subject to certain
      provisions of the general collective agreements between the Histadrut (General
      Federation of Labor in Israel) and the Coordination Bureau of Economic
      Organizations (including the Industrialists Association) by order of the Israeli
      Ministry of Labor and Welfare. None of our employees are represented by a labor
      union and we have not experienced any work stoppages.




**E.**
            **SHARE
                OWNERSHIP**




The
      following table sets forth certain information regarding the beneficial
      ownership of our ordinary shares by our directors and officers as of March
      28,
      2006. The percentage of outstanding ordinary shares is based on
      16,063,377 (3) ordinary
      shares outstanding as of March 28, 2006.




Name
            
            Number
                of Ordinary
              Shares
                Beneficially
              Owned(1)
            
            Percentage
                of
              Outstanding
                Ordinary
              Shares
                Beneficially
              Owned(2)
                (3)Zohar
                Zisapel(4)
            
            
            3,343,042
            
            
            20.7
            %Arnon
                Toussia-Cohen(5)
            
            
            360,000
            
            
            2.2
            %David
                Zigdon(6)
            
            
            175,250
            
            
            1.1
            %All
                directors and executive officers as a group (13 persons)(1)
                (2) (7)
            
            
            4,531,092
            
            
            26.1
            %




pg47


________________________


(1)
            Except
                as otherwise noted and pursuant to applicable community property
                laws,
                each person named in the table has sole voting and investment power
                with
                respect to all ordinary shares listed as owned by such person. Shares
                beneficially owned include shares that may be acquired pursuant to
                options
                to purchase ordinary shares that are exercisable within 60 days of
                March
                28, 2006.(2)
            For
                determining the percentage owned by each person or group, ordinary
                shares
                for each person or group includes ordinary shares that may be acquired
                by
                such person or group pursuant to options to purchase ordinary shares
                that
                are exercisable within 60 days of March 28, 2006.(3)
            The
                number of outstanding ordinary shares does not include shares that
                were
                repurchased by us.(4)
            Includes
                beneficial ownership of ordinary shares held by RAD Data Communications
                Ltd and Klil and Michael Ltd, Israeli companies and 105,000 ordinary
                shares issuable upon exercise of options exercisable within 60 days
                of
                March 28, 2006.(5)
            Includes
                360,000 ordinary shares issuable upon exercise of options exercisable
                within 60 days of March 28, 2006.(6)
            Includes
                175,250 ordinary shares issuable upon exercise of options exercisable
                within 60 days of March 28, 2006.(7)
            Each
                of the directors and executive officers not separately identified
                in the
                above table beneficially own less than 1% of our outstanding ordinary
                shares (including options held by each such party, and which are
                vested or
                shall become vested within 60 days of March 28,2006) and have therefore
                not been separately disclosed.





**ITEM
              7.**
            **MAJOR
                SHAREHOLDERS AND RELATED PARTY
                TRANSACTIONS**




**A.**
            **MAJOR
                SHAREHOLDERS**




The
      following table sets forth certain information regarding the beneficial
      ownership of our ordinary shares as of March 28, 2006, by each person or entity
      known to own beneficially more than 5% of our outstanding ordinary shares based
      on information provided to us by the holders or disclosed in public filings
      with
      the Securities and Exchange Commission.




Name
            
            Number
                of Ordinary
              Shares
                Beneficially
              Owned(1)
            
            Percentage
                of
              Outstanding
                Ordinary
              Shares(2)Zohar
                Zisapel(3)
                (4)
            
            
            3,343,042
            
            
            20.7
            %Yehuda
                Zisapel(3)
                (5)
            
            
            2,027,161
            
            
            12.6
            %RAD
                Data Communications Ltd(6).
            
            
            177,841
            
            
            1.1
            %John
                Henderson(7)
            
            
            1,309,134
            
            
            8.2
            %Dr.
                Barel Meir(8)
            
            
            803,594
            
            
            5.0
            %




pg48


______________


(1)
            Except
                as otherwise noted and pursuant to applicable community property
                laws,
                each person named in the table has sole voting and investment power
                with
                respect to all ordinary shares listed as owned by such person. Shares
                beneficially owned include shares that may be acquired pursuant to
                options
                that are exercisable within 60 days of March 28, 2006.(2)
            The
                percentage of outstanding ordinary shares is based on 16,063,377
                ordinary
                shares outstanding as of March 28, 2006. For determining the percentage
                owned by each person, ordinary shares for each person includes ordinary
                shares that may be acquired by such person pursuant to options to
                purchase
                ordinary shares that are exercisable within 60 days of March 28,
                2006.
              
              The
                number of outstanding ordinary shares does not include shares that
                were
                repurchased by us.(3)
            Includes
                beneficial ownership of Messrs. Zohar Zisapel and Yehuda Zisapel of
                ordinary shares held by RAD Data Communications Ltd., an Israeli
                company.(4)
            Includes
                177,841 ordinary shares owned of record by RAD Data Communications,
                54,500
                ordinary shares owned of record by Klil and Michael Ltd., an Israeli
                company and 105,000 ordinary shares issuable upon exercise of options
                exercisable within 60 days of March 28, 2006. Zohar Zisapel is a
                principal
                shareholder and director of each of RAD Data Communications Ltd.
                and Klil
                and Michael Ltd. and, as such, Mr. Zisapel may be deemed to have
                voting and dispositive power over the ordinary shares held by RAD
                Data
                Communications and Klil and Michael Ltd. Mr. Zisapel disclaims
                beneficial ownership of these ordinary shares except to the extent
                of his
                pecuniary interest therein.(5)
            Includes
                177,841 ordinary shares owned of record by RAD Data Communications
                and
                910,360 ordinary shares owned of record by Retem Local Networks Ltd.,
                an
                Israeli company. Yehuda Zisapel is a principal shareholder and director
                of
                each of RAD Data Communications and Retem Local Networks and, as
                such,
                Mr. Zisapel may be deemed to have voting and dispositive power over
                the ordinary shares held by RAD Data Communications and Retem Local
                Networks. Mr. Zisapel disclaims beneficial ownership of these
                ordinary shares except to the extent of his pecuniary interest
                therein.(6)
            Messrs.
                Zohar and Yehudah Zisapel have shared voting anddispositivepower with respect to the shares held by Rad Data Communications
                Ltd. The
                shares held by Rad Data Communications Ltd. are reflected under Zohar
                Zisapel’s and Yehuda Zisapel’s names in the table.(7)
            This
                information is based on Mr. Henderson’s Schedule 13-G filing on March 20,
                2006.(8)
            This
                information is based on Dr. Barel’s report to us on March 27, 2006.
                Includes 746,194 ordinary shares owned of record by Star Growth Enterprise
                (“Growth”), a German Civil Law Partnership (with limitation of liability),
                and 57,400 ordinary shares owned of record by SVM Star Ventures
                Managementgesellschaft mbH Nr. 3 (“SVM 3”). Growth is managed by SVM 3.
                Dr. Meir Barel is the sole director and primary owner of SVM 3. Dr.
                Barel
                has the sole power to vote or direct the vote, and the sole power
                to
                dispose of or direct the disposition of, the shares beneficially
                owned by
                SVM 3 and by Growth. SVM 3 has the sole power to vote or direct the
                vote,
                and the sole power to dispose of or direct the disposition of, the
                shares
                beneficially owned by Growth. Dr. Barel disclaims beneficial ownership
                of
                the shares held by Growth except to the extent of any pecuniary interest
                therein.


**B.**
            **RELATED
                PARTY TRANSACTIONS**




The
      RAD-BYNET Group




Messrs. Yehuda
      and Zohar Zisapel are the founders and principal shareholders of our company.
      Zohar Zisapel is our Chairman of the Board of Directors. One or both of
      Messrs. Yehuda Zisapel and Zohar Zisapel are also founders, directors and
      principal shareholders of several other companies which, together with us and
      their respective subsidiaries and affiliates, are known as the RAD-BYNET Group.
      Such other corporations include: RAD Data Communications Ltd.; RADVision Ltd.;
      BYNET Data Communications Ltd.; BYNET SAMECH LTD.; BYNET SYSTEMS APPLICATIONS
      LTD.; BYNET ELECTRONICS LTD. (a non-exclusive distributor in Israel for us);
      and
      AB-NET Communication Ltd.




Members
      of the RAD-BYNET Group, each of which is a separate legal entity, are actively
      engaged in designing, manufacturing, marketing and supporting data
      communications and telecommunications products, none of which is currently
      the
      same as any product of ours. One or both of Messrs. Yehuda Zisapel and
      Zohar Zisapel are also founders, directors and principal shareholders of several
      other real estate, services, holdings and pharmaceutical companies. The above
      list does not constitute a complete list of the investments of Messrs. Yehuda
      and Zohar Zisapel.




pg49


We
      and
      other members of the RAD-BYNET Group also market certain of our products through
      the same distribution channels. Certain products of members of the RAD-BYNET
      Group are complementary to, and may be used in connection with, products of
      ours, and others of such products may be used in place of (and thus might be
      deemed to be competitive with) our products. We incorporate into our product
      line (i) a software package for SNA decoding and a microcode for the
      programming of a certain chip that is included in our LAN hardware and
      (ii) a software package for voice-over-IP simulation (H.323, SIP), both of
      which we purchased from members of the RAD-BYNET Group. The aggregate amounts
      of
      such purchases were approximately $28,000, $30,000 and $30,000 in 2003, 2004
      and
      2005, respectively.




We
      purchase certain products and services from members of the RAD-BYNET group,
      on
      terms that are either beneficial to us or are no less favorable than terms
      that
      might be available to us from unrelated third parties, based on quotes we
      received from unrelated third parties. In some cases, the RAD-BYNET group
      obtains volume discounts for services from unrelated parties, and we pay our
      pro
      rata cost of such services. Based on our experience, the volume discounts
      provide better terms than we would be able to obtain on our own. The aggregate
      amounts of such purchases were approximately $45,000, $65,000 and $63,000 in
      2003, 2004 and 2005, respectively.




Each
      of
      RAD and BYNET provides legal, tax, personnel and administrative services to
      us
      and leases space to us, and each is reimbursed by us for its costs in providing
      such services. The aggregate amounts of such reimbursements were approximately
      $35,000, $83,000 and $45,000 in 2003, 2004 and 2005, respectively.




We
      currently lease office premises in Tel Aviv and Paramus, New Jersey, and
      manufacturing premises in Jerusalem from an affiliate. When these agreements
      were signed, the lease payments were at fair market prices based on quotes
      we
      received from third parties for similar space. Historically, we have had some
      additional flexibility to change the leased space, which we might not have
      had
      with unrelated third parties. The aggregate amount of lease payments were
      approximately $628,000, $621,000 and $526,000 in 2003, 2004 and 2005,
      respectively. We also sub-lease 276 square feet of the New Jersey premises
      to a
      related party, and in 2005 received aggregate rental payments of approximately
      $5,000.




We
      are
      party to a non-exclusive distribution agreement with BYNET ELECTRONICS LTD.
      a
      related party. We sell our products and services to BYNET on the same terms
      and
      conditions as it sells to unrelated Israeli distributors with which it has
      distribution agreements. The aggregate amounts of such sales were approximately
      $134,000, $345,000 and $773,000 in 2003, 2004 and 2005,
      respectively.




We
      believe that the terms of the transactions in which we have entered and are
      currently engaged with other members of the RAD-BYNET Group are beneficial
      to us
      and no less favorable to us than terms that might be available to us from
      unaffiliated third parties. All future transactions and arrangements (or
      modifications of existing ones) with members of the RAD-BYNET Group in which
      our
      office holders have a personal interest or which raise issues of such office
      holders’ fiduciary duties will require approval by our audit committee and, in
      certain circumstances, a meeting of our shareholders under the Companies
      Law.




**Registration
      Rights**




We
      have
      entered into agreements with certain of our directors and principal shareholders
      entitling them to certain registration rights. Pursuant to such agreements,
      certain directors will each have the right to demand one registration of their
      shares and the principal shareholders (as a group) will have the right to demand
      one registration of their shares. In addition, each of such parties has the
      right to have its shares included in certain registration statements of ours.




**C.**
            **INTERESTS
                OF EXPERTS AND COUNSEL**




Not
      applicable.




pg50


**ITEM
              8.**
            **FINANCIAL
                INFORMATION**




**A.**
            **CONSOLIDATED
                STATEMENTS AND OTHER FINANCIAL
                INFORMATION**




The
      Financial Statements required by this item are found at the end of this Annual
      Report, beginning on page F-1.




**Other
      Financial Information**




In
      2005,
      the amount of our export sales was approximately $21.5 million, which
      represented 96.4% of our total sales.




**Legal
      Proceedings**




On
      June
      30, 2005, we received letters from legal counsel of another company claiming
      that the technology we currently use in the assembly of one of our products
      infringes upon certain patents owned by the other company. After correspondence
      between the parties over several months we met in person in December 2005,
      and
      tried to demonstrate that we do not infringe the company’s patent. We cannot
      predict whether a lawsuit will be instituted, and if so, what its impact or
      chances of success will be. We and our legal counsel are of the opinion that
      the
      claim is without merit and that our product does not infringe upon any patent.
      In the event of a lawsuit we plan to defend ourselves vigorously. In addition,
      even if the claims are found to have merit, we believe we can continue to
      assemble our product using alternative technologies.




On
      November 2, 2005, we were served with a claim in the amount of approximately
      $623,000 by Qualitest Ltd. an Israeli company which used to be a nonexclusive
      distributor of our products in Israel. Qualitest claims that we breached an
      exclusive distribution agreement. On December 25, 2005, we filed a statement
      of
      defense against the claim asserting that an exclusive distribution agreement
      was
      never signed between the parties, and included a counterclaim in the amount
      of
      approximately $131,000 for unpaid invoices. The case has been brought before
      an
      arbitrator, the Honorable Judge (Retire) Amnon Strashnov. At this early stage,
      we canot predict our chances of success in this matter.




**Dividend
      Policy**




We
      have
      never declared or paid any cash dividends on our ordinary shares. We currently
      intend to retain any future earnings to finance operations and to expand our
      business and, therefore, do not expect to pay any cash dividends in the
      foreseeable future.




**B.** **SIGNIFICANT
      CHANGES**




Except
      as
      otherwise disclosed in this annual report on Form 20-F, there has been no
      material change in our financial position since December 31,
      2005.




**ITEM
      9.** **THE
      OFFER AND LISTING**




**A.** **OFFER
      AND LISTING DETAILS**




The
      following table sets forth the high and low bid prices of our ordinary shares
      as
      reported by the Nasdaq National Market for the calendar periods
      indicated:




High
            
            Low2001
            
            $
            4.75
            
            $
            0.742002
            
            $
            2.67
            
            $
            0.352003
            
            $
            2.19
            
            $
            0.642004
            
            $
            2.78
            
            $
            1.002005
            
            $
            3.59
            
            $
            1.35






pg51


2004First
                Quarter
            
            $
            2.78
            
            $
            1.25Second
                Quarter
            
            $
            1.99
            
            $
            1.29Third
                Quarter
            
            $
            1.77
            
            $
            1.00Fourth
                Quarter
            
            $
            2.66
            
            $
            1.162005First
                Quarter
            
            $
            3.30
            
            $
            2.22Second
                Quarter
            
            $
            2.66
            
            $
            1.45Third
                Quarter
            
            $
            2.78
            
            $
            1.35Fourth
                Quarter
            
            $
            3.59
            
            $
            1.762006First
                Quarter (through March 27, 2006)
            
            $
            5.23
            
            $
            2.99Most
                recent six monthsSeptember
                2005
            
            $
            2.36
            
            $
            1.90October
                2005
            
            $
            2.54
            
            $
            1.76November
                2005
            
            $
            3.40
            
            $
            2.20December
                2005
            
            $
            3.59
            
            $
            2.81January
                2006
            
            $
            4.74
            
            $
            2.99February
                2006
            
            $
            5.23
            
            $
            3.84March
                2006 (through March 27, 2006)
            
            $
            5.23
            
            $
            3.92





Dual
      Listing


In
      addition to trading on the NASDAQ National Market, on February 20, 2006, our
      ordinary shares began trading on the Tel Aviv Stock Exchange. According to
      a
      publication of the Israeli Tax Authorities, sales of securities of an industrial
      company, such as us, by individuals and companies to whom Chapter B of the
      Inflationary Law does not apply will continue to enjoy benefits of a lower
      Israeli capital gains tax after a dual listing.





The
      following table sets forth the high and low bid prices of our ordinary shares
      as
      reported by the Tel Aviv Stock Exchange for the calendar periods
      indicated:




2006High
            
            
            LowFirst
                Quarter (February 20, 2006 through March 27, 2006)
            
            $
            5.11
            
            $
            4.10Most
                recent monthsFebruary
                2006 (from February 20, 2006)
            
            $
            5.11
            
            $
            4.29March
                2006 (through March 27, 2006)
            
            $
            5.00
            
            $
            4.10








**B.**
            **PLAN
                OF DISTRIBUTION******




Not
      applicable.




pg52




**C.**
            **MARKETS**




Since
      our
      initial public offering on September 24, 1997, our ordinary shares have
      been traded on the Nasdaq National Market under the symbol RDCM, and since
      February 20, 2006, our ordinary shares have been traded also on the Tel Aviv
      Stock Exchange (TASE) under the symbol "רדקם" .
      Prior
      to September 24, 1997, there was no market for our ordinary shares.




**D.**
            **SELLING
                SHAREHOLDERS**




Not
      applicable.




**E.**
            **DILUTION**




Not
      applicable.




**F.**
            **EXPENSES
                OF THE ISSUE**




Not
      applicable.




**ITEM
      10.** **ADDITIONAL
      INFORMATION**




**A.**
            **SHARE
                CAPITAL**




Not
      applicable.




**B.**
            **MEMORANDUM
                AND ARTICLES OF
                ASSOCIATION**




The
      following is a summary description of certain provisions of our memorandum
      of
      association and articles of association.




**Objects
      and Purposes**




We
      were
      first registered by the Israeli Registrar of Companies on July 5, 1985, as
      a private company. We later became a public company, registered by the Israeli
      Registrar of Companies on October 1, 1997 with the company number
      52-004345-6.




The
      full
      details of all our objects and purposes can be found in Section 2 of our
      memorandum of association, as filed with the Israeli Registrar of Companies
      and
      amended from time to time by resolution of our shareholders. One of the objects
      listed is to manufacture, market and deal with in all ways computer equipment,
      including communications equipment and all other equipment related in any way
      to
      such equipment. Some additional objects of our listing include: having business
      relationships with representatives and agents; engaging in research and
      development; gaining intellectual property; engaging in business actions with
      other business owners; lending money when we deem it proper; dealing in any
      form
      of business (import, export, marketing, etc.); and many other general business
      activities, whether in Israel or in any other country.




**Directors**




According
      to our articles of association, our Board of Directors is to consist of not
      less
      than three and not more than nine directors (which may be changed by resolution
      of the shareholders).




**Election
      of Directors**




Directors,
      other than external directors, are elected by the shareholders at the annual
      general meeting of the shareholders or appointed by the Board of Directors.
      In
      the event that any directors are appointed by the Board of Directors, their
      appointment is required to be ratified by the shareholders at the next
      shareholders’ meeting following such appointment. Our shareholders may remove a
      director from office in certain circumstances. There is no requirement that
      a
      director own any of our capital shares. Directors may appoint alternative
      directors in their place, with the exception of external directors, who may
      appoint an alternate director only in very limited circumstances.




pg53


**Remuneration
      of Directors**




Directors’
      remuneration is subject to shareholder approval, except for reimbursement of
      reasonable expenses incurred in connection with carrying out Directors’
duties.




**Powers
      of the Board**




The
      Board
      of Directors may resolve to take action at a meeting when a quorum is present,
      and each resolution must be passed by a vote of at least a majority of the
      directors present at the meeting. A quorum of directors requires at least a
      majority of the directors then in office. The Board of Directors may elect
      one
      director to serve as the chairman of the Board of Directors to preside at the
      meetings of the Board of Directors, and may also remove such
      director.




The
      Board
      of Directors retains all power in running the company that is not specifically
      granted to the shareholders. The Board of Directors may, at its discretion,
      cause us to borrow or secure the payment of any sum or sums of money for our
      purposes at such times and upon such terms and conditions in all respects as
      it
      deems fit, and, in particular, through the issuance of bonds, perpetual or
      redeemable debentures, debenture stock, or any mortgages, charges, or other
      securities on the undertaking or the whole or any part of our property, both
      present and future, including our uncalled or called but unpaid capital for
      the
      time being.




**Dividends**




The
      Board
      of Directors may declare dividends as it deems justified, but the final dividend
      for any fiscal quarter must be proposed by the Board of Directors and approved
      by the shareholders. Dividends may be paid in assets or shares of capital stock,
      debentures or debenture stock of us or of other companies. The Board of
      Directors may decide to distribute our profits among the shareholders. Dividends
      that remain unclaimed after seven years will be forfeited and returned to us.
      Unless there are shareholders with special dividend rights, any dividend
      declared will be distributed among the shareholders in proportion to their
      respective holdings of our shares for which the dividend is being
      declared.




Neither
      our memorandum of association or our articles of association nor the laws of
      the
      State of Israel restrict in any way the ownership or voting of ordinary shares
      by non-residents of Israel, except with regard to subjects of countries which
      are in a state of war with Israel who may not be recognized as owners of
      ordinary shares. If we are wound up, then aside from any special rights of
      shareholders, our assets will be distributed among the shareholders in
      proportion to their respective holdings.




Our
      articles of association allows us to create redeemable shares, although at
      the
      present time we do not have any such redeemable shares.




**External
      Directors**




See
“Item
      6—Board Practices, External Directors.”




**Fiduciary
      Duties of Office Holders**




The
      Companies Law imposes a duty of care and a duty of loyalty on all office holders
      of a company.




The
      duty
      of care requires an office holder to act with the level of care with which
      a
      reasonable office holder in the same position would have acted under the same
      circumstances. The duty of care of an office holder includes a duty to utilize
      reasonable means to obtain:




information
      regarding the advisability of a given action submitted for his or her approval
      or performed by him or her by virtue of his position; and




all
      other
      important information pertaining to such actions.




pg54


The
      duty
      of loyalty of an office holder includes a duty to:




refrain
      from any conflict of interest between the performance of his or her duties
      for
      the company and the performance of his or her other duties or personal
      affairs;




refrain
      from any activity that is competitive with the company;




refrain
      from exploiting any business opportunity of the company to receive a personal
      gain for himself or herself, or for others; and




disclose
      to the company any information or documents relating to the company’s affairs
      which the office holder has received due to his or her position as an office
      holder.




Each
      person listed in the table above under “-Directors and Senior Management” above
      is an office holder. Under the Companies Law, the approval of the Board of
      Directors is required for all compensation arrangements of office holders who
      are not directors. Under the Companies Law, directors’ compensation arrangements
      require the approval of the audit committee and the Board of Directors, in
      such
      order, and in a public company, the approval of the audit committee, the Board
      of Directors and the shareholders, in that order.




**Conflict
      of Interest**




The
      Companies Law requires that an office holder of a company disclose to the
      company, promptly and in any event no later than the Board of Directors meeting
      in which the transaction is first discussed, any personal interest that he
      or
      she may have and all related material information known to him or her in
      connection with any existing or proposed transaction by the company. A personal
      interest of an office holder includes an interest of a company in which the
      office holder is a 5% or greater shareholder, director or general manager or
      in
      which the office holder has the right to appoint at least one director or the
      general manager. In the case of an extraordinary transaction, the office
      holder’s duty to disclose applies also to the personal interest of the office
      holder’s relative, which term is defined in the Companies Law as the person’s
      spouse, siblings, parents, grandparents, descendants, spouse’s descendants and
      the spouses of any of the foregoing. Under Israeli law, an extraordinary
      transaction is a transaction which is:




·
            not
                in the ordinary course of business;




·
            not
                on market terms; or




·
            is
                likely to have a material impact of the company’s profitability, assets or
                liabilities.




Under
      the
      Companies Law, the Board of Directors may approve a transaction between the
      company and an office holder or a third party in which an office holder has
      a
      personal interest. A transaction that is adverse to the company’s interest may
      not be approved. If the transaction is an extraordinary transaction, the
      transaction requires the approval of the audit committee and the Board of
      Directors, in that order. In certain circumstances, shareholder approval may
      also be required. An office holder who has a personal interest in a transaction
      that is considered at a meeting of the Board of Directors or the audit committee
      generally may not be present at such meeting or vote on such transaction, unless
      a majority of the members of the Board of Directors or the audit committee,
      as
      the case may be, also have a personal interest. If a majority of the members
      of
      the Board of Directors or the audit committee, as the case may be, also have
      a
      personal interest, shareholder approval is also required.




**Changing
      Rights of the Shareholders**




The
      company may change the rights of owners of shares of capital stock only with
      the
      approval of a majority of the holders of such class of stock present and voting
      at a separate general meeting called for such class of stock. An enlargement
      of
      a class of stock is not considered changing the rights of such class of
      stock.




**Shareholder
      Meetings**




pg55


The
      company has two types of general shareholder meetings: the annual general
      meeting and the extraordinary general meeting. An annual general meeting must
      be
      held once in every calendar year, but not more than 15 months after the last
      annual general meeting. We are required to give notice of general meetings
      no
      less than seven days before the general meetings. A quorum in a general meeting
      consists of two or more holders of ordinary shares (present in person or by
      proxy), who together hold at least one-third (1/3) of the voting power of the
      company. If there is no quorum within an hour of the time set, the meeting
      is
      postponed until the following week (or any other time upon which the chairman
      of
      the board and the majority of the voting power represented at the meeting
      agree). Every ordinary share has one vote. A shareholder may only vote the
      shares for which all calls have been paid, except in separate general meetings
      of a particular class. A shareholder may vote in person or by proxy, or, if
      the
      shareholder is a corporate body, by its representative. We have an exemption
      from the Nasdaq Stock Market, Inc. from the requirement to distribute our annual
      report to our shareholders, but we have undertaken to post a copy of it on
      our
      website, www.radcom.com, after filing it with the SEC.




**Duties
      of Shareholders**




Under
      the
      Companies Law, the disclosure requirements which apply to an office holder
      also
      apply to a controlling shareholder of a public company. A controlling
      shareholder is a shareholder who has the ability to direct the activities of
      a
      company, including a shareholder that holds 25% or more of the voting power
      of a
      company if no other shareholder owns more than 50% of the voting power of the
      company, but excluding a shareholder whose power derives solely from his or
      her
      position as a director of the company or any other position with the company.
      Extraordinary transactions of a public company with a controlling shareholder
      or
      with a third party in which a controlling shareholder has a personal interest,
      and the terms of engagement of a controlling shareholder as an office holder
      or
      employee, require the approval of the audit committee, the Board of Directors
      and the shareholders of the company, in such order. The shareholder approval
      must be by a majority vote, provided that either:




at
      least
      one-third of the shares of shareholders who have no personal interest in the
      transaction and are present and voting, in person, by proxy or by written
      ballot, at the meeting, vote in favor of the transaction; or




the
      shareholders who have no personal interest in the transaction who vote against
      the transaction do not represent more than one percent of the voting power
      of
      the company.




For
      information concerning the direct and indirect personal interests of certain
      of
      our office holders and principal shareholders in certain transactions with
      us,
      see “Item 7-Related Party Transactions.”




In
      addition, under the Companies Law each shareholder has a duty to act in good
      faith in exercising his or her rights and fulfilling his or her obligations
      toward the company and other shareholders and to refrain from abusing any power
      he or she has in the company, such as in shareholder votes. In addition, certain
      shareholders have a duty of fairness toward the company, although such duty
      is
      not defined in the Companies Law. These shareholders include any controlling
      shareholder, any shareholder who knows that it possesses the power to determine
      the outcome of a shareholder vote and any shareholder who, pursuant to the
      provisions of the articles of association, has the power to appoint or to
      prevent the appointment of an office holder or any other power in regard to
      the
      company.




**Exculpation
      of Office Holders**




Under
      the
      Companies Law, an Israeli company may not exempt an office holder from liability
      with respect to a breach of his duty of loyalty, but may exempt in advance
      an
      office holder from his liability to the company, in whole or in part, with
      respect to a breach of his duty of care (except in connection with
      distributions), provided that the articles of association of the company permit
      it to do so. Our articles of association allow us to exempt our office holders
      to the fullest extent permitted by law.




pg56


**Insurance
      of Office Holders**




Our
      articles of association provide that, subject to the provisions of the Companies
      Law, we may enter into a contract for the insurance of the liability of any
      of
      our office holders with respect to an act performed by such individual in his
      or
      her capacity as an office holder, for:




a
      breach
      of an office holder’s duty of care to us or to another person;




a
      breach
      of an office holder’s duty of loyalty to us, provided that the office holder
      acted in good faith and had reasonable cause to assume that his or her act
      would
      not prejudice our interests; or




a
      financial liability imposed upon an office holder in favor of another person
      concerning an act performed by an office holder in his or her capacity as an
      office holder.




**Indemnification
      of Office Holders**




Our
      articles of association provide that we may indemnify an office holder with
      respect to an act performed in his capacity as an office holder
      against:




·  a
      financial liability imposed on him in favor of another person by any judgment,
      including a settlement or an arbitration award approved by a court; such
      indemnification may be approved (i) after the liability has been incurred or
      (ii) in advance, provided that our undertaking to indemnify is limited to events
      that our board of directors believes are foreseeable in light of our actual
      operations at the time of providing the undertaking and to a sum or criterion
      that our board of directors determines to be reasonable under the
      circumstances ;




·  reasonable
      litigation expenses, including attorney’s fees, expended by the office holder as
      a result of an investigation or proceeding instituted against him by a competent
      authority, provided that such investigation or proceeding concluded without
      the
      filing of an indictment against him and either (A) concluded without the
      imposition of any financial liability in lieu of criminal proceedings or (B)
      concluded with the imposition of a financial liability in lieu of criminal
      proceedings but relates to to a criminal offense that does not require proof
      of
      criminal intent; and




·  reasonable
      litigation expenses, including attorney’s fees, expended by the office holder or
      charged to him by a court, in proceedings we institute against him or instituted
      on our behalf or by another person, a criminal indictment from which he was
      acquitted, or a criminal indictment in which he was convicted for a criminal
      offense that does not require proof of criminal intent.




**Limitations
      on Exculpation, Indemnification and Insurance**




The
      Companies Law provides that a company may not enter into a contract for the
      insurance of its office holders nor indemnify an office holder nor exempt an
      officer from responsibility toward the company, for any of the
      following:




a
      breach
      by the office holder of his or her duty of loyalty, unless, with respect to
      insurance coverage or indemnification, the office holder acted in good faith
      and
      had a reasonable basis to believe that such act would not prejudice the
      company;




a
      breach
      by the office holder of his or her duty of care if the breach was committed
      intentionally or recklessly;




any
      act
      or omission committed with the intent to unlawfully yield a personal profit;
      or




any
      fine
      imposed on the office holder.




In
      addition, under the Companies Law, indemnification of, and procurement of
      insurance coverage for, our office holders must be approved by our audit
      committee and Board of Directors and, if the beneficiary is a director, by
      our
      shareholders. Our audit committee, Board of Directors and shareholders resolved
      to indemnify and exculpate our office holders by providing them with
      indemnification agreements and approving the purchase of a directors and
      officers liability insurance policy.




pg57


**Anti-Takeover
      Provisions; Mergers and Acquisitions**




The
      Companies Law allows for mergers, provided that each party to the transaction
      obtains the approval of its Board of Directors and shareholders. For the purpose
      of the shareholder vote of each party, unless a court rules otherwise, a
      statutory merger will not be deemed approved if shares representing a majority
      of the voting power present at the shareholders meeting and which are not held
      by the other party to the potential merger (or by any person who holds 25%
      or
      more of the shares of the other party to the potential merger, or the right
      to
      appoint 25% or more of the directors of the other party to the potential merger)
      have voted against the merger. Upon the request of a creditor of either party
      to
      the proposed merger, the court may delay or prevent the merger if the court
      concludes that there exists a reasonable concern that as a result of the merger
      the surviving company will be unable to satisfy the obligations of such party.
      Finally, a merger may not be completed unless at least (i) 50 days have passed
      from the time that the requisite proposals for approval of the merger were
      filed
      with the Israeli Registrar of Companies and (ii) 30 days have passed since
      the
      merger was approved by the shareholders of each merging company.




In
      addition, provisions of the Companies Law that address “arrangements” between a
      company and its shareholders allow for “squeeze-out” transactions in which a
      target company becomes a wholly-owned subsidiary of an acquiror. These
      provisions generally require that the merger be approved by a majority of the
      participating shareholders (excluding those abstaining) holding at least 75%
      of
      the shares voted on the matter. In addition to shareholder approval, court
      approval of the transaction is required, which entails further delay. The
      Companies Law also provides for a merger between Israeli companies after
      completion of the above procedure for an “arrangement” transaction and court
      approval of the merger.




The
      Companies Law also provides that an acquisition of shares in a public company
      must be made by means of a tender offer if, as a result of such acquisition,
      the
      purchaser would become a 25% shareholder of the company. This rule does not
      apply if there is already another 25% shareholder of the company. Similarly,
      the
      Companies Law provides that an acquisition of shares in a public company must
      be
      made by means of a tender offer if, as a result of the acquisition, the
      purchaser would become a 45% or greater shareholder of the company, unless
      there
      is already a 45% or greater shareholder of the company. These requirements
      do
      not apply if, in general, the acquisition (1) was made in a private placement
      that received shareholder approval, (2) was from a 25% or greater shareholder
      of
      the company which resulted in the acquiror becoming a 25% or greater shareholder
      of the company, or (3) was from a 45% or greater shareholder of the company
      which resulted in the acquiror becoming a 45% or greater shareholder of the
      company. The tender offer must be extended to all shareholders, but the offeror
      is not required to purchase more than 5% of the company's outstanding shares,
      regardless of how many shares are tendered by shareholders. The tender offer
      may
      be consummated only if (i) at least 5% of the company’s outstanding shares will
      be acquired by the offeror and (ii) the number of shares tendered in the offer
      exceeds the number of shares whose holders objected to the offer.




If,
      as a
      result of an acquisition of shares, the acquirer will hold more than 90% of
      a
      company’s outstanding shares, the acquisition must be made by means of a tender
      offer for all of the outstanding shares. If less than 5% of the outstanding
      shares are not tendered in the tender offer, all the shares that the acquirer
      offered to purchase will be transferred to it. The Companies Law provides for
      appraisal rights if any shareholder files a request in court within three months
      following the consummation of a full tender offer. If more than 5% of the
      outstanding shares are not tendered in the tender offer, then the acquiror
      may
      not acquire shares in the tender offer that will cause his shareholding to
      exceed 90% of the outstanding shares. Israeli
      tax law treats stock-for-stock acquisitions between an Israeli company and
      another company less favorably than does U.S. tax law. For example, Israeli
      tax
      law may, under certain circumstances, subject a shareholder who exchanges his
      ordinary shares for shares of another corporation to taxation prior to the
      sale
      of the shares received in such stock-for-stock swap.




pg58


**C.**
            **MATERIAL
                CONTRACTS**




For
      a
      summary of our material contracts, see “Item 7-Related Party Transactions” and
“Item 4-Information on the Company-Property, Plants and Equipment.”




**D.**
            **EXCHANGE
                CONTROLS******




There
      are
      currently no Israeli currency control restrictions on payments of dividends
      or
      other distributions with respect to our ordinary shares or the proceeds from
      the
      sale of our ordinary shares, except for the obligation of Israeli residents
      to
      file reports with the Bank of Israel regarding certain transactions. However,
      legislation remains in effect pursuant to which currency controls can be imposed
      by administrative action at any time and from time to time.




**E.**
            **TAXATION**




**Israeli
      Tax Considerations**




The
      following is a summary of the current tax structure applicable to companies
      incorporated in Israel, with special reference to its effect on us. The
      following also contains a discussion of the material Israeli consequences to
      purchasers of our ordinary shares and Israeli government programs benefiting
      us.




This
      summary does not discuss all the aspects of Israeli tax law that may be relevant
      to a particular investor in light of his or her personal investment
      circumstances or to some types of investors subject to special treatment under
      Israeli law. To
      the
      extent that the discussion is based on new tax legislation which has not been
      subject to judicial or administrative interpretation, we cannot assure you
      that
      the views expressed in the discussion will be accepted by the appropriate tax
      authorities or the courts. The discussion is not intended, and should not be
      construed, as legal or professional tax advice and is not exhaustive of all
      possible tax considerations.




Holders
      of our ordinary shares should consult their own tax advisors as to the United
      States, Israeli or other tax consequences of the purchase, ownership and
      disposition of ordinary shares, including, in particular, the effect of any
      foreign, state or local taxes.




General
      Corporate Tax Structure




Israeli
      companies are generally subject to Corporate Tax on their taxable income at
      the
      rate of 34% for the 2005 tax year. Following an amendment to the Tax Ordinance
      ,
      which came into effect ion January 1, 2006, the Corporate Tax rate is scheduled
      to decrease as follows: 31% for the 2006 tax year and 29% for the 2007 tax
      year,
      27% for the 2008 tax year, 26% for the 2009 tax year and 25% for the 2010 tax
      year and thereafter. Israeli companies are generally subject to Capital Gains
      Tax at a rate of 25% for capital gains (other than gains deriving from the
      sale
      of listed securities) derived after January 1, 2003. However, the effective
      tax
      rate payable by a company that derives income from an approved enterprise (as
      further discussed below) may be considerably less.




Tax
      Benefits and Grants for Research and Development




Israeli
      tax law allows, under specified conditions, a tax deduction for expenditures,
      including capital expenditures, for the year in which they are incurred. These
      expenses must relate to scientific research and development projects and must
      be
      approved by the relevant Israeli government ministry, determined by the field
      of
      research, and the research and development must be for the promotion of the
      company and carried out by or on behalf of the company seeking such deduction.
      However, the amount of such deductible expenses shall be reduced by the sum
      of
      any funds received through government grants for the finance of such scientific
      research and development projects. Expenditures not so approved are deductible
      over a three-year period.




pg59


Tax
      Benefits Under the Law for the Encouragement of Industry (Taxes),
      1969




Under
      the
      Law for the Encouragement of Industry (Taxes), 1969 (the “Industry Encouragement
      Law”), Industrial Companies (as defined below) are entitled to the following tax
      benefits, among others:




deductions
      over an eight-year period for purchases of know-how and patents;




deductions
      over a three-year period of expenses involved with the issuance and listing
      of
      shares on the Tel Aviv Stock Exchange or, on or after January 1, 2003, on a
      recognized stock exchange outside of Israel;




the
      right
      to elect, under specified conditions, to file a consolidated tax return with
      other related Israeli Industrial Companies; and




accelerated
      depreciation rates on equipment and buildings.




Eligibility
      for benefits under the Industry Encouragement Law is not subject to receipt
      of
      prior approval from any governmental authority. Under the Industry Encouragement
      Law, an “Industrial Company” is defined as a company resident in Israel, at
      least 90% of the income of which, in any tax year, determined in Israeli
      currency, exclusive of income from government loans, capital gains, interest
      and
      dividends, is derived from an “Industrial Enterprise” owned by it. An
“Industrial Enterprise” is defined as an enterprise whose major activity in a
      given tax year is industrial production activity.




We
      believe that we currently qualify as an Industrial Company within the definition
      of the Industry Encouragement Law. No assurance can be given that we will
      continue to qualify as an Industrial Company or that the benefits described
      above will be available in the future.




Special
      Provisions Relating to Taxation Under Inflationary Conditions




The
      Income Tax Law (Inflationary Adjustments), 1985, represents an attempt to
      overcome the problems presented to a traditional tax system by an economy
      undergoing rapid inflation. The Inflationary Adjustments Law is highly complex.
      Its features which are material to us can be described as follows:




When
      the
      value of a company’s equity, as calculated under the Inflationary Adjustments
      Law, exceeds the depreciated cost of Fixed Assets (as defined in the
      Inflationary Adjustments Law), a deduction from taxable income is permitted
      equal to the product of the excess multiplied by the applicable annual rate
      of
      inflation. The maximum deduction permitted in any single tax year is 70% of
      taxable income, with the unused portion permitted to be carried forward, linked
      to the increase in the consumer price index.




If
      the
      depreciated cost of Fixed Assets exceeds a company’s equity, then the product of
      such excess multiplied by the applicable annual rate of inflation is added
      to
      taxable income.




Subject
      to certain limitations, depreciation deductions on Fixed Assets and losses
      carried forward are adjusted for inflation based on the increase in the consumer
      price index.




Taxable
      gains on certain listed securities ( which are taxed at a reduced tax rate
      with
      respect to individuals) are taxable at the Company Tax rate in certain
      circumstances. As of January 1, 2006, the relevant provisions governing taxation
      of companies on capital gains deriving from the sale of traded securities are
      included in the Tax Ordinance and the Adjustments Law no longer includes
      provisions in this regard.




The
      Israeli Income Tax Ordinance and regulations promulgated thereunder allow
“Foreign-Invested Companies,” which maintain their accounts in U.S. dollars in
      compliance with the regulations published by the Israeli Minister of Finance,
      to
      base their tax returns on their operating results as reflected in the dollar
      financials statements or to adjust their tax returns based on exchange rate
      changes rather than changes in the Israeli consumer price index, in lieu of
      the
      principles set forth by the Inflationary Adjustments Law. For
      these
      purposes, a Foreign-Invested Company is a company, more than 25% of whose share
      capital, in terms of rights to profits, voting and appointment of directors,
      and
      of whose combined share and loan capital, is held by persons who are not
      residents of Israel. A
      company
      that elects to measure its results for tax purposes based on the dollar exchange
      rate cannot change that election for a period of three years following the
      election. We
      believe that we qualify as a Foreign Investment Company within the meaning
      of
      the Inflationary Adjustments Law. We have not yet elected to measure our results
      for tax purposes based on the U.S. dollar exchange rate, but may do so in the
      future.




pg60


Capital
      Gains Tax on Sales of Our Ordinary Shares




Israeli
      law generally imposes a capital gains tax on the sale of any capital assets
      by
      residents of Israel, as defined for Israeli tax purposes, and on the sale of
      assets located in Israel, including shares in Israeli companies, by both
      residents and non-residents of Israel, unless a specific exemption is available
      or unless a tax treaty between Israel and the shareholder’s country of residence
      provides otherwise. The law distinguishes between real gain and inflationary
      surplus. The inflationary surplus is equal to the increase in the purchase
      price
      of the relevant asset attributable to the increase in the Israeli consumer
      price
      index or, in certain circumstances, a foreign currency exchange rate, between
      the date of purchase and the date of sale. The real gain is the excess of the
      total capital gain over the inflationary surplus.




Generally, up
      until
      the 2006 tax year, capital
      gains tax was imposed on Israeli residents at a rate of 15% on real gains
      derived on or after January 1, 2003, from the sale of shares in (i) Israeli
      companies publicly traded on Nasdaq or on a recognized stock market or regulated
      market in a country that has a treaty for the prevention of double taxation
      with
      Israel, or (ii) Israeli companies publicly traded both on the Tel Aviv Stock
      Exchange and on Nasdaq or on a recognized stock market or regulated market
      in a
      country that has a treaty for the prevention of double taxation with Israel
      (such as RADCOM ). This tax rate was contingent upon the shareholder not
      claiming a deduction for financing expenses in connection with such shares
      (in
      which case the gain will be taxed at a rate of 25%), and did not apply to:
      (i)
      the sale of shares to a relative (as defined in Israeli Income Tax Ordinance);
      (ii) the sale of shares by dealers in securities; (iii) the sale of shares
      by shareholders that report in accordance with the Inflationary Adjustment
      Law
      (that were taxed at Corporate Tax rates for corporations and at marginal tax
      rates for individuals); or (iv) the sale of shares by shareholders who
      acquired their shares prior to an initial public offering (that may be subject
      to a different tax arrangement).




As
      of
      January 1, 2006, the tax rate applicable to capital gains derived from the
      sale
      of shares, whether listed on a stock market or not, is 20% for Israeli
      individuals, unless such shareholder claims a deduction for financing expenses
      in connection with such shares, in which case the gain will generally be taxed
      at a rate of 25%. Additionally, if such shareholder is considered a “Material
      Shareholder” at any time during the 12-month period preceding such sale, i.e.
      such shareholder holds directly or indirectly, including with others, at least
      10% of any means of control in the company, the tax rate shall be 25%. Israeli
      Companies are subject to the Corporate Tax rate on capital gains derived from
      the sale of shares, unless such companies were not subject to the Adjustments
      Law (or certain regulations) at the time of publication of the aforementioned
      amendment to the Tax Ordinance that came into effect on January 1, 2006, in
      which case the applicable tax rate is 25%. However, the foregoing tax rates
      will
      not apply to: (i) dealers in securities; and (ii) shareholders who acquired
      their shares prior to an initial public offering (that may be subject to a
      different tax arrangement).




The
      tax
      basis of shares acquired prior to January 1, 2003 will be determined in
      accordance with the average closing share price in the three trading days
      preceding January 1, 2003. However, a request may be made to the tax authorities
      to consider the actual adjusted cost of the shares as the tax basis if it is
      higher than such average price.




Non-Israeli
      residents are exempt from Israeli capital gains tax on any gains derived from
      the sale of shares of Israeli companies publicly traded on a recognized stock
      exchange or regulated market outside of Israel (such as RADCOM ), provided
      such
      shareholders did not acquire their shares prior to the issuer’s initial public
      offering, that the gains did not derive from a permanent establishment of such
      shareholders in Israel and
      that
      such shareholders are not subject to the Inflationary Adjustment Law .
      However, non-Israeli corporations will not be entitled to such exemption if
      an
      Israeli resident (i) has a controlling interest of 25% or more in such
      non-Israeli corporation, or (ii) is the beneficiary of or is entitled to 25%
      or
      more of the revenues or profits of such non-Israeli corporation, whether
      directly or indirectly.




pg61


In
      some
      instances where our shareholders may be liable to Israeli tax on the sale of
      their ordinary shares, the payment of the consideration may be subject to the
      withholding of Israeli tax at source.




U.S.-Israel
      Tax Treaty




Pursuant
      to the Convention between the Government of the United States of America and
      the
      Government of Israel with Respect to Taxes on Income, as amended (the “the U.S.-
      Israel Tax Treaty”), the sale, exchange or disposition of ordinary shares by a
      person who (i) holds the ordinary shares as a capital asset,
      (ii) qualifies as a resident of the United States within the meaning of the
      U.S.-Israel Tax Treaty and (iii) is entitled to claim the benefits afforded
      to such resident by the U.S.-Israel Tax Treaty generally will not be subject
      to
      Israeli capital gains tax unless either such resident holds, directly or
      indirectly, shares representing 10% or more of the voting power of a company
      during any part of the 12-month period preceding such sale, exchange or
      disposition, subject to certain conditions, or the capital gains from such
      sale,
      exchange or disposition can be allocated to a permanent establishment in Israel.
      In the event that the exemption shall not be available, the sale, exchange
      or
      disposition of ordinary shares would be subject to such Israeli capital gains
      tax to the extent applicable; however, under the U.S.-Israel Tax Treaty, such
      residents would be permitted to claim a credit for such taxes against U.S.
      federal income tax imposed with respect to such sale, exchange or disposition,
      subject to the limitations in U.S. laws applicable to foreign tax credits.
      The
      U.S.-Israel Tax Treaty does not relate to state or local taxes.




Taxation
      of Non-Residents




Non-residents
      of Israel are subject to income tax on income accrued or derived from sources
      in
      Israel. Such sources of income include passive income such as dividends,
      royalties and interest, as well as non-passive income from services rendered
      in
      Israel. On
      distributions of dividends other than bonus shares or stock dividends, income
      tax is withheld at the source at the following rates: (i) for dividends
      distributed prior to January 1, 2006 - 25%; (ii) for dividends distributed
      on or
      after January 1, 2006 - 20%, or 25% for a shareholder that is considered a
      Material Shareholder at any time during the 12-month period preceding such
      distribution; unless a different rate is provided in a treaty between Israel
      and
      the shareholder’s country of residence. Under
      the U.S.-Israel Tax Treaty, the maximum tax on dividends paid to a holder of
      ordinary shares who is a U.S. resident will be 25%; provided, however, that
      under the Investments Law, dividends generated by an Approved Enterprise (or
      Benefiting Enterprise) are taxed at the rate of 15%. Furthermore, dividends
      not
      generated by an Approved Enterprise (or Benefiting Enterprise) paid to a U.S.
      company holding at least 10% of our issued voting power during the part of
      the
      tax year which precedes the date of payment of the dividend and during the
      whole
      of its prior tax year , are generally taxed at a rate of 12.5%.




For
      information with respect to the applicability of Israeli capital gains taxes
      on
      the sale of ordinary shares by United States residents, see “Capital Gains Tax
      on Sales of Our Ordinary Shares” above.




Law
      for
      the Encouragement of Capital Investments, 1959




The
      Law
      for the Encouragement of Capital Investments, 1959, or the “Investments Law”,
      provides that a capital investment in eligible facilities may, upon application
      to the Investment Center of the Ministry of Industry and Commerce of the State
      of Israel, be designated as an Approved Enterprise. See discussion below
      regarding an amendment to the Investment Law that came into effect in 2005.




pg62


Each
      certificate of approval for an Approved Enterprise relates to a specific
      investment program delineated both by its financial scope, including its capital
      sources, and by its physical characteristics, e.g., the equipment to be
      purchased and utilized pursuant to the program. Taxable income of a company
      derived from an Approved Enterprise is subject to company tax at the maximum
      rate of 25% (rather than the regular Corporate Tax rates) for the “Benefit
      Period”, a period of seven years commencing with the year in which the Approved
      Enterprise first generated taxable income (limited to 12 years from commencement
      of production or 14 years from the year of receipt of approval, whichever is
      earlier) and, under certain circumstances (as further detailed below), extending
      to a maximum of ten years from the commencement of the Benefit Period. Tax
      benefits under the Investments Law shall also apply to income generated by
      a
      company from the grant of a usage right with respect to know-how developed
      by
      the Approved Enterprise, income generated from royalties, and income derived
      from a service which is auxiliary to such usage right or royalties, provided
      that such income is generated within the Approved Enterprise’s ordinary course
      of business.




A
      company
      that has an Approved Enterprise program is eligible for further tax benefits
      if
      it qualifies as a “foreign investors’ company”. A “foreign investors’ company”
is a company more than 25% of whose shares of capital stock and combined share
      and loan capital is owned by non-Israeli residents. A company that qualifies
      as
      a foreign investors’ company and has an approved enterprise program is eligible
      for tax benefits for a ten year benefit period. As specified below, depending
      on
      the geographic location of the Approved Enterprise within Israel, income derived
      from the Approved Enterprise program may be exempt from tax on its undistributed
      income for a period of between two and ten years and will be subject to a
      reduced tax rate for the remainder of the benefits period. The tax rate for
      the
      remainder of the benefits period is between 10% and 25%, depending on the level
      of foreign investment in each year.




A
      company
      with an Approved Enterprise designation may elect (as we have done) to forego
      certain Government grants extended to Approved Enterprises in return for an
      “alternative package of benefits.” Under such alternative package of benefits, a
      company’s undistributed income derived from an Approved Enterprise will be
      exempt from Company Tax for a period of between two and ten years from the
      first
      year of taxable income, depending on the geographic location of the Approved
      Enterprise within Israel, and such company will be eligible for the tax benefits
      under the Investments Law for the remainder of such Benefits
      Period.




A
      company
      that has elected such alternative package of benefits and that subsequently
      pays
      a dividend out of income derived from the Approved Enterprise(s) during the
      tax
      exemption period will be subject to Corporate Tax in respect of the amount
      distributed (including the tax thereon) at the rate which would have been
      applicable had the company not elected the alternative package of benefits
      (10%-25%, depending on the extent of foreign shareholders holding the company’s
      ordinary shares). The dividend recipient is taxed at the reduced rate applicable
      to dividends from Approved Enterprises (15%), if the dividend is distributed
      out
      of the income derived in the tax exemption period. This tax must be withheld
      by
      the company at source, regardless of whether the dividend is converted into
      foreign currency. See Note 8 to the Consolidated Financial Statements.




In
      distributing dividends (if any), we may decide from which profits to declare
      such dividends for tax purposes in any given year. However, we are not obliged
      to distribute exempt retained profits under the alternative package of benefits,
      and we may generally decide from which year’s profits to declare dividends. We
      intend to permanently reinvest the amount of our tax-exempt income and not
      to
      distribute such income as a dividend. In the event that we pay a cash dividend
      from income that is derived from our Approved Enterprise and, thus, is tax
      exempt, we would be required to pay tax at the rate which would have been
      applicable had we not elected the alternative package of benefits (generally
      10%-25%, as described above), and to withhold 15% at source for the dividend
      recipient, on the amount distributed and the corporate tax thereon.




pg63


In
      1994,
      our investment program in our Tel Aviv facility was approved as an Approved
      Enterprise under the Investments Law. We elected the alternative package of
      benefits in respect thereof. Our program for expansion of our Approved
      Enterprise to Jerusalem was submitted to the Investment Center for approval
      in
      October 1994 and the approval thereof was received in February 1995.
      As we selected the alternative package of benefits for our program, once we
      begin generating taxable net income we will be entitled to a tax exemption
      with
      respect to the additional income derived from that program for six years and
      will be taxed at a rate of 10%-25%, depending on the level of foreign
      investment, for one additional year. The period of benefits remaining under
      such
      approvals **** will
      be
      expired in 2006. The approval provides that the tax rates on income allocated
      to
      our research and development and marketing and management activities (which
      are
      located in Tel Aviv) are to be determined by the Israeli tax authorities. The
      approval also provides that the six-year period may be extended to ten years
      if
      our application to the Investment Center for recognition as a “high technology”
facility is approved. In this case we would not be entitled to an additional
      year at the 10%- 25% tax rate. In letters dated May 30, 1996 and
      June 16, 1996, the Israeli tax authorities provided that, for the purpose
      of determining our tax liability, our income will be allocated to our
      manufacturing plant (which is located in Jerusalem) and to our research and
      development center (in Tel Aviv), according to the formula described below.
      Income allocated to the manufacturing plant will benefit from a six-year tax
      exemption , and for the year immediately following, will be taxed at a rate
      of
      10%-25%, depending on the level of foreign investment, or benefit from a ten
      year tax exemption , while income allocated to the research and development
      center will benefit from a two-year exemption and for a five-year period
      immediately following will be taxed at a 10%-25% rate. The tax authorities
      further provided that the income allocated to our research and development
      center will be in an amount equal to the expenses of such center (after
      deducting the grants from the office of the Chief Scientist and adding royalties
      paid to the office of the Chief Scientist as well as a pro rata portion of
      our
      general and administrative expenses) plus a certain portion of our profit
      derived from our industrial activities, calculated as follows. If we are not
      profitable, no profits before tax will be allocated to the research and
      development center. If profits do not exceed 35% of sales, the profits allocated
      to the research and development center will be at a rate equal to our rate
      of
      profits on our sales, plus 5%, up to a maximum of 35%. In the event that profits
      exceed 35% of sales, the research and development center will be allocated
      profits at a 35% rate. The letter also states that the Israeli tax authorities
      may reexamine the above arrangement in 1998 or when we are granted an approval
      for an additional expansion, whichever is earlier, based on development in
      the
      manufacturing plant, the number of employees employed therein and its location.
      Any such new arrangement would be applied only with respect to tax years
      following the year in which we were notified of an intention to reexamine the
      arrangement.




In
      December 1996, our request for a second expansion of our Approved
      Enterprise in Jerusalem was approved by the Investment Center. The investments
      relating to this expansion were completed as of April 15, 1998. ****




Each
      application to the Investment Center is reviewed separately and a decision
      as to
      whether or not to approve such application is based, among other things, on
      the
      then prevailing criteria set forth in the law, on the specific objectives of
      the
      applicant company set forth in such application and on certain financial
      criteria of the applicant company. Accordingly, there can be no assurance that
      any such application will be approved. In addition, the benefits available
      to an
      Approved Enterprise are conditional upon the fulfillment of certain conditions
      stipulated in the law and its regulations and the criteria set forth in the
      specific certificate of approval, as described above. In the event that these
      conditions are violated, in whole or in part, we would be required to refund
      the
      amount of tax benefits, with the addition of the consumer price index linkage
      adjustment and interest.




We
      believe our Approved Enterprise operates in substantial compliance with all
      such
      conditions and criteria although none of the tax benefits have been utilized
      by
      RADCOM to date (subject to the tax assessments for the years 1998-1999). We
      cannot assure you that our program will continue to be approved and/or that
      we
      will continue to receive benefits for it at the current level, if at all. See
      “Item 3-Key Information - Risk Factors - Risks Relating to Our Location in
      Israel”.




pg64


*Amendment
      of the Investments Law*




On
      April
      1, 2005, an amendment to the Investments Law came into effect. Pursuant to
      the
      amendment, a company’s facility will be granted the status of “Approved
      Enterprise” only if it is proven to be an industrial facility (as defined in the
      Investments Law) that contributes to the economic independence of the Israeli
      economy and is a competitive facility that contributes to the Israeli gross
      domestic product. The amendment provides that the Israeli Tax Authority and
      not
      the Investment Center will be responsible for an Approved Enterprise under
      the
      alternative package of benefits, referred to as a Benefiting Enterprise. A
      company wishing to receive the tax benefits afforded to a Benefiting Enterprise
      is required to select the tax year from which the period of benefits under
      the
      Investment Law are to commence by simply notifying the Israeli Tax Authority
      within 12 months of the end of that year. In order to be recognized as owning
      a
      Benefiting Enterprise, a company is required to meet a number of conditions
      set
      forth in the amendment, including making a minimal investment in manufacturing
      assets for the Benefiting Enterprise and having completed a cooling-off period
      of no less than three years from the company’s previous year of commencement of
      benefits under the Investments Law.




Pursuant
      to the amendment, a company with a Benefiting Enterprise is entitled, in each
      tax year, to accelerated depreciation for the manufacturing assets used by
      the
      Benefiting Enterprise and to certain tax benefits, provided that no more than
      12
      to 14 years have passed since the beginning of the year of election under the
      Investments Law. The tax benefits granted to a Benefiting Enterprise are
      determined, as applicable to RADCOM, according to one of the following new
      tax
      routes:




Similar
      to the currently available alternative route, exemption from corporate tax
      on
      undistributed income for a period of two to ten years is available, depending
      on
      the geographic location of the Benefiting Enterprise within Israel, and a
      reduced corporate tax rate of 10 to 25% for the remainder of the benefits
      period, depending on the level of foreign investment in each year. Benefits
      may
      be granted for a term of from seven to ten years, depending on the level of
      foreign investment in the company. If the company pays a dividend out of income
      derived from the Benefiting Enterprise during the tax exemption period, such
      income will be subject to corporate tax at the applicable rate (10%-25%). The
      company is required to withhold tax at the source at a rate of 15% from any
      dividends distributed from income derived from the Benefiting Enterprise;
      and




A
      special
      tax route enabling companies owning facilities in certain geographical locations
      in Israel to pay corporate tax at the rate of 11.5% on income of the Benefiting
      Enterprise. The benefits period is ten years. Upon payment of dividends, the
      company is required to withhold tax at source at a rate of 15% for Israeli
      residents and at a rate of 4% for foreign residents.




Generally,
      a company that is Abundant in Foreign Investment (as defined in the Investments
      Law) is entitled to an extension of the benefits period by an additional five
      years, depending on the rate of its income that is derived in foreign
      currency.




The
      amendment changes the definition of “foreign investment” in the Investments Law
      so that the definition now requires a minimal investment of NIS five million
      by
      foreign investors. Furthermore, such definition now also includes the purchase
      of shares of a company from another shareholder, provided that the company’s
      outstanding and paid-up share capital exceeds NIS five million. Such changes
      to
      the aforementioned definition will take effect retroactively from
      2003.




The
      amendment will apply to approved enterprise programs in which the year of
      election under the Investments Law is 2004 or later, unless such programs
      received approval from the Investment Center on or prior to December 31, 2004
      in
      which case the Amendment provides that terms and benefits included in any
      certificate of approval already granted will remain subject to the provisions
      of
      the law as they were on the date of such approval.




pg65


In
      December 2005, based on this amendment, we notified the Income Tax Authorities
      that 2004 fiscal year was chosen as the selected year for additional expansion
      of our Approved Enterprise.




**United
      States Federal Income Tax Considerations**




Subject
      to the limitations described herein, the following discussion summarizes the
      material United States federal income tax consequences to a U.S. Holder of
      our
      ordinary shares. A “U.S. Holder” means a holder of our ordinary shares who
      is:




•
            a
                citizen or resident of the United Statesfor U.S. federal income tax purposes;****




•
            a
                corporationor
                partnership(or
                other entity taxable as a corporationor
                partnershipfor U.S. federal income tax purposes) created or organized in the
                United
                States or under the laws of the United States or any political subdivision
                thereof;




•
            an
                estate, the income of which is subject to United States federal income
                tax
                regardless of its source; or




•
            a
                trust,(i) if, in general, a court within the United States is able to exercise
                primary supervision over its administration and one or more U.S.
                persons
                have the authority to control all of its substantial decisions, or
                (ii)
                that has in effect a valid election under applicable U.S. Treasury
                regulations to be treated as a U.S.
                person.




Material
      aspects of U.S. federal income tax relevant to a holder of our ordinary shares
      that is not a U.S. Holder (a “Non-U.S. Holder”) are also discussed below. This
      discussion considers only U.S. Holders that will own our ordinary
      shares as capital assets and does not purport to be a comprehensive description
      of all of the tax considerations that may be relevant to each person’s decision
      to purchase our ordinary
      shares.




This
      discussion is based on current provisions of the Internal Revenue Code of 1986,
      as amended (the “Code”), current and proposed Treasury regulations promulgated
      thereunder, and administrative and judicial decisions as of the date hereof,
      all
      of which are subject to change, possibly on a retroactive basis. This discussion
      does not address all aspects of United States federal income taxation that
      may
      be relevant to any particular U.S. Holder in light of such holder ’s
      individual circumstances. In particular, this discussion does not address the
      potential application of the alternative minimum tax or United States federal
      income tax consequences to U.S. Holders
      that are subject to special treatment, including U.S. Holders
      that:




•  
      are broker-dealers or insurance companies;




•  
      have elected mark-to-market accounting;




•  
      are tax-exempt organizations or retirement plans;




•  
      are financial institutions or “financial services entities ”




•  
      hold our ordinary
      shares as part of a straddle, “hedge” or “conversion transaction” with other
      investments;




•  
      acquired our
      ordinary shares
      upon the exercise of employee stock options or otherwise as
      compensation;




•  
      are, or hold their shares through, partnerships or other pass-through entities;




•  
      own directly, indirectly or by attribution at least 10% of our voting power;
      or




•  
      have a functional currency that is not the U.S. dollar.




In
      addition, this discussion does not address any aspect of state, local or
      non-United States tax laws or the possible application of United States federal
      gift or estate tax.




pg66


**Each
      holder of** **our** **ordinary shares is advised to consult such person’s own tax advisor with respect
      to the specific tax consequences to such person of purchasing, holding or
      disposing of our ordinary shares, including the applicability and effect of
      federal, state, local and foreign income tax and other tax laws in such person’s
      particular circumstances.**




***Taxation
      of Ordinary Shares***




*Taxation
      of Dividends Paid On Ordinary Shares.* Subject
      to the discussion below under “Passive Foreign Investment Company Status,” a
      U.S. Holder will be required to include in gross income as ordinary dividend
      income the amount of any distribution paid on our ordinary
      shares, including any Israeli taxes withheld from the amount paid, to the extent
      the distribution is paid out of our current or accumulated earnings and profits
      as determined for United States federal income tax purposes. Distributions
      in
      excess of such earnings and profits will be applied against and will reduce
      the
      U.S. Holder’s basis in our ordinary shares and, to the extent in excess of such
      basis, will be treated as gain from the sale or exchange of our ordinary shares.
      The dividend portion of such distributions generally will not qualify for the
      dividends received deduction available to corporations.




Subject
      to the discussion below under “Passive Foreign Investment Company Status,”
dividends that are
      received by U.S. Holders that are individuals, estates or trusts will be taxed
      at the rate applicable to long-term capital gains (a maximum rate of 15%),
      provided that such dividends meet the requirements of “qualified dividend
      income.” Dividends that fail to meet such requirements, and dividends received
      by corporate U.S. Holders, are taxed at ordinary income rates. No dividend
      received by a U.S. Holder will be a qualified dividend (1) if the U.S.
      Holder held the ordinary share with respect to which the dividend was paid
      for
      less than 61 days during the 121-day period beginning on the date that is 60
      days before the ex-dividend date with respect to such dividend, excluding for
      this purpose, under the rules of Code section 246(c), any period during which
      the U.S. Holder has an option to sell, is under a contractual obligation to
      sell, has made and not closed a short sale of, is the grantor of a
      deep-in-the-money or otherwise nonqualified option to buy, or has otherwise
      diminished its risk of loss by holding other positions with respect to, such
      ordinary share (or substantially identical securities); or (2) to the
      extent that the U.S. Holder is under an obligation (pursuant to a short sale
      or
      otherwise) to make related payments with respect to positions in property
      substantially similar or related to the ordinary share with respect to which
      the
      dividend is paid. If we were to be a “passive foreign investment
      company ”
(as
      such term is
      defined in the Code) for any year, dividends paid on our ordinary shares in
      such
      year or in the following year would not be qualified dividends. In addition,
      a
      non-corporate U.S. Holder will be able to take a qualified dividend into account
      in determining its deductible investment interest (which is generally limited
      to
      its net investment income) only if it elects to do so; in such case the dividend
      will be taxed at ordinary income rates.




Distributions
      of current or accumulated earnings and profits paid in foreign currency to
      a
      U.S. Holder (including any Israeli taxes withheld therefrom) will be includible
      in the income of a U.S. Holder in a U.S. dollar amount calculated by reference
      to the exchange rate on the day the distribution is received. A U.S. Holder
      that
      receives a foreign currency distribution and converts the foreign currency
      into
      U.S. dollars subsequent to receipt will have foreign exchange gain or loss
      based
      on any appreciation or depreciation in the value of the foreign currency against
      the U.S. dollar, which will generally be U.S. source ordinary income or
      loss.




U.S.
      Holders will have the option of claiming the amount of any Israeli income taxes
      withheld at source either as a deduction from gross income or as a
      dollar-for-dollar credit against their United States federal income tax
      liability. Individuals who do not claim itemized deductions, but instead utilize
      the standard deduction, may not claim a deduction for the amount of the Israeli
      income taxes withheld, but such amount may be claimed as a credit against the
      individual’s United States federal income tax liability. The amount of foreign
      income taxes which may be claimed as a credit in any year is subject to complex
      limitations and restrictions, which must be determined on an individual basis
      by
      each shareholder. These




pg67


limitations
      include, among others, rules which limit foreign tax credits allowable with
      respect to specific classes of income to the United States federal income taxes
      otherwise payable with respect to each such class of income. The total amount
      of
      allowable foreign tax credits in any year cannot exceed the pre-credit U.S.
      tax
      liability for the year attributable to foreign source taxable income. A U.S.
      Holder will be denied a foreign tax credit with respect to Israeli income tax
      withheld from a dividend received on the ordinary shares if such U.S. Holder
      has
      not held the ordinary shares for at least 16 days of the 31-day period beginning
      on the date which is 15 days before the ex-dividend date with respect to such
      dividend, or to the extent such U.S. Holder is under an obligation to make
      related payments with respect to substantially similar or related property.
      Any
      days during which a U.S. Holder has substantially diminished its risk of loss
      on
      the ordinary shares are not counted toward meeting the required 16 **-** day
      holding period. Distributions of current or accumulated earnings and profits
      will be foreign source passive income for United States foreign tax credit
      purposes.




*Taxation
      of the Disposition of Ordinary Shares.* Subject
      to the discussion below under “Passive Foreign Investment Company Status,” upon
      the sale, exchange or other disposition of our ordinary shares, a U.S. Holder
      will recognize capital gain or loss in an amount equal to the difference between
      such U.S. Holder’s basis in such ordinary shares, which is usually the cost of
      such shares, and the amount realized on the disposition. A U.S. Holder that
      uses
      the cash method of accounting calculates the U.S. dollar value of the proceeds
      received on the sale as of the date that the sale settles, while a U.S. Holder
      that uses the accrual method of accounting is required to calculate the value
      of
      the proceeds of the sale as of the “trade date,” unless such U.S. Holder has
      elected to use the settlement date to determine its proceeds of sale. Capital
      gain from the sale, exchange or other disposition of ordinary shares held more
      than one year is long-term capital gain, and is eligible for a reduced rate
      of
      taxation for individuals. Gains recognized by a U.S. Holder on a sale, exchange
      or other disposition of ordinary shares will be treated as United States source
      income for United States foreign tax credit purposes. A loss recognized by
      a
      U.S. Holder on the sale, exchange or other disposition of ordinary shares is
      allocated to U.S. source income. The deductibility of a capital loss recognized
      on the sale, exchange or other disposition of ordinary shares is subject to
      limitations. A U.S. Holder that receives foreign currency upon disposition
      of
      ordinary shares and converts the foreign currency into U.S. dollars subsequent
      to the settlement date or trade date (whichever date the taxpayer was required
      to use to calculate the value of the proceeds of sale) will have foreign
      exchange gain or loss based on any appreciation or depreciation in the value
      of
      the foreign currency against the U.S. dollar, which will generally be U.S.
      source ordinary income or loss.




*Passive
      Foreign Investment Company Status* .
      We
      would be a passive foreign investment company (a “PFIC”) for 2005 if (taking
      into account certain “look-through” rules with respect to the income and assets
      of our subsidiaries) either 75 percent or more of our gross income for the
      taxable year was passive income or the average percentage (by value) of our
      passive assets during the taxable year was at least 50 percent. As discussed
      below, we believe that we were not a PFIC for 2005.




If
      we
      were a PFIC, each U.S. Holder would (unless it made one of the elections
      discussed below on a timely basis) be taxable on gain recognized from the
      disposition of our ordinary shares (including gain deemed recognized if the
      ordinary shares are used as security for a loan) and upon receipt of certain
      distributions with respect to our ordinary
      shares as if such income had been recognized ratably over the U.S. Holder’s
      holding period for the ordinary shares. The U.S. Holder’s income for the current
      taxable year would include (as ordinary income) amounts allocated to the current
      year and to any period prior to the first day of the first taxable year for
      which we were a PFIC. Tax would also be computed at the highest ordinary income
      tax rate in effect for each other period to which income is allocated, and
      an
      interest charge on the tax as so computed would also apply. Additionally, if
      we
      were a PFIC, U.S. Holders who acquire our ordinary shares from decedents (other
      than nonresident aliens) dying before 2010 would be denied the
      normally-available step-up in basis for such shares to fair market value at
      the
      date of death and, instead, would have a tax basis in such shares equal to
      the
      decedent’s basis, if lower.




pg68


As
      an
      alternative to the tax treatment described above, a U.S. Holder could elect
      to
      treat us as a “qualified electing fund” (a “QEF”), in which case the U.S. Holder
      would be taxed currently on its pro rata share of our ordinary earnings and
      net
      capital gain (subject to a separate election to defer payment of taxes, which
      deferral is subject to an interest charge). Special rules apply if a U.S. Holder
      makes a QEF election after the first year in its holding period in which we
      are
      a PFIC. We have agreed to supply U.S. Holders with the information needed to
      report income and gain under a QEF election if we were a PFIC. As another
      alternative to the tax treatment described above, if our shares are then
“marketable,” within the meaning of the Code, a U.S. Holder could elect to mark
      our shares to market annually, recognizing as ordinary income or loss each
      year
      an amount equal to the difference as of the close of the taxable year between
      the fair market value of our shares and the shareholder’s adjusted basis in the
      shares. Losses would be allowed only to the extent of net mark-to-market gain
      previously included in income by the U.S. Holder.




We
      believe that we were not a PFIC for 2005, 2004 or any year prior to 2001,
      based upon our
      market capitalization during each such
      year. Based upon independent valuations of our assets as of the end of each
      quarter of 2001, 2002 and 2003, we believe that we were not a PFIC for 2001,
      2002 or 2003 despite the relatively low market price of our ordinary shares
      during much of those years. The tests for determining PFIC status are applied
      annually and it is difficult to make accurate predictions of future income
      and
      assets, which are relevant to this determination. Accordingly, there can be
      no
      assurance that we will not become a PFIC. If we determine that we have become
      a
      PFIC, we will notify our U.S. Holders and provide them with the information
      necessary to comply with the QEF rules. U.S. Holders who hold ordinary shares
      during a period when we are a PFIC will be subject to the foregoing rules,
      even
      if we cease to be a PFIC, subject to certain exceptions for U.S. Holders who
      made a QEF election. U.S. Holders are urged to consult their tax advisors about
      the PFIC rules, including the consequences to them of making a mark-to-market
      or
      QEF election with respect to our ordinary shares in the event that we qualify
      as
      a PFIC.




Tax
      Consequences for Non-U.S. Holders of Ordinary Shares




Except
      as
      described in “Information Reporting and Back-up Withholding” below, a Non-U.S.
      Holder of ordinary shares will not be subject to U.S. federal income or
      withholding tax on the payment of dividends on, and the proceeds from the
      disposition of, our ordinary
      shares, unless:




such
      item
      is effectively connected with the conduct by the Non-U.S. Holder of a trade
      or
      business in the United States and, in the case of a resident of a country which
      has a treaty with the United States, such item is attributable to a permanent
      establishment or, in the case of an individual, a fixed place of business,
      in
      the United States;




the
      Non-U.S. Holder is an individual who holds the ordinary shares as a capital
      asset and is present in the United States for 183 days or more in the taxable
      year of the disposition and does not qualify for an exemption; or




the
      Non-U.S. Holder is subject to tax pursuant to the provisions of United States
      tax law applicable to U.S. expatriates.




Information
      Reporting and Back-up Withholding




U.S.
      Holders generally are subject to information reporting requirements with respect
      to dividends paid in the United States on our ordinary
      shares. U.S. Holders are also generally subject to back-up withholding on
      dividends paid in the United States on our ordinary
      shares unless the U.S. Holder provides IRS Form W-9 or otherwise establishes
      an
      exemption. U.S. Holders are subject to information reporting and back-up
      withholding (currently at a rate of up to 28%) on proceeds paid from the
      disposition of ordinary shares unless the U.S. Holder provides IRS Form W-9
      or
      otherwise establishes an exemption.




pg69


Non-U.S.
      Holders generally are not subject to information reporting or back-up
      withholding with respect to dividends paid on, or upon the disposition
      of, our ordinary
      shares, provided that such non-U.S. Holder provides a taxpayer identification
      number, certifies to its foreign status, or otherwise establishes an
      exemption.




The
      amount of any back-up withholding will be allowed as a credit against a U.S.
      or
      Non-U.S. Holder’s United States federal income tax liability and may entitle
      such holder to a refund, provided that certain required information is furnished
      to the IRS.




**F.**
            **DIVIDENDS
                AND PAYING AGENTS**




Not
      Applicable.




**G.**
            **STATEMENTS
                BY EXPERTS**




Not
      applicable.




**H.**
            **DOCUMENTS
                ON DISPLAY**




We
      are
      subject to the informational requirements of the Securities Exchange Act of
      1934, as amended, applicable to foreign private issuers and fulfill the
      obligation with respect to such requirements by filing reports with the
      Securities and Exchange Commission. You may read and copy any document we file
      with the Securities and Exchange Commission without charge at the Securities
      and
      Exchange Commission’s public reference room at 100 FStreet, N.E ., Washington,
      D.C. 20549. Copies of such material may be obtained by mail from the Public
      Reference Branch of the Securities and Exchange Commission at such address,
      at
      prescribed rates. Please call the Securities and Exchange Commission at
      l-800-SEC-0330 for further information on the public reference
      room.




As
      a
      foreign private issuer, we are exempt from the rules under the Exchange Act
      prescribing the furnishing and content of proxy statements, and our officers,
      directors and principal shareholders are exempt from the reporting and
“short-swing” profit recovery provisions contained in Section 16 of the Exchange
      Act. In addition, we are not required under the Exchange Act to file periodic
      reports and financial statements with the Securities and Exchange Commission
      as
      frequently or as promptly as United States companies whose securities are
      registered under the Exchange Act. A copy of each report submitted in accordance
      with applicable United States law is available for public review at our
      principal executive offices.




**I.**
            **SUBSIDIARY
                INFORMATION**




Not
      applicable.




**ITEM
      11.** **QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET** **RISK**




Not
      applicable.




**ITEM
      12.** **DESCRIPTION
      OF SECURITIES OTHER THAN EQUITY SECURITIES**




Not
      applicable.




**PART
      II**




**ITEM
      13.** **DEFAULTS,
      DIVIDEND AVERAGES AND DELINQUENCIES**




Not
      applicable.




**ITEM
      14.** **MATERIAL
      MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
      PROCEEDS**




**Use
      of Proceeds**




pg70


The
      initial public offering of our ordinary shares, NIS 0.05 per share, commenced
      on
      September 24, 1997, and terminated after the sale of all the securities
      registered. The managing underwriters of the offering were Unterberg Harris,
      Pennsylvania Merchant Group Ltd. and Fahnestock & Co., Inc. We registered
      2,645,000 ordinary shares in the offering, including shares issued pursuant
      to
      the exercise of the underwriter’s over-allotment option. Of such shares, we sold
      2,645,000 ordinary shares at an aggregate offering price of approximately $25.1
      million ($9.50 per share). Under the terms of the offering, we incurred
      underwriting discounts and commissions of approximately $1.7 million. We also
      incurred estimated expenses of $1.3 million in connection with the offering.
      None of the expenses consisted of amounts paid directly or indirectly to any
      of
      our directors, officers, general partners or their associates, any persons
      owning 10% or more of any class of our equity securities or any of our
      affiliates. The net proceeds that we received as a result of the offering were
      approximately $22.1 million. As
      of
      December 31, 2005, approximately $0.3 million of the net proceeds has been
      used for the construction of facilities; $7.6 million has been used for the
      purchase and installation of machinery and equipment; approximately $0.3 million
      has been used for the repurchase of 123,372 of our ordinary shares; and
      approximately $9.5 million has been used for operational expenditures.




**ITEM
      15.**  **CONTROLS
      AND PROCEDURES** ****




( a)  Disclosure
      Controls and Procedures.




Our
      Chief
      Executive Officer, or CEO, and Chief Financial Officer, or CFO, are responsible
      for establishing and maintaining our disclosure controls and procedures. These
      controls and procedures were designed to ensure that information required to
      be
      disclosed in the reports that we file under the Securities Exchange Act of
      1934,
      as amended, is recorded, processed, summarized and reported within the time
      periods specified in the rules and forms of the SEC. We evaluated these
      disclosure controls and procedures under the supervision of our CEO and CFO
      as
      of December 31, 2005. Based on this evaluation, our CEO and CFO concluded that
      our disclosure controls and procedures are effective in timely alerting them
      to
      information required to be disclosed in our periodic reports to the SEC.




(b)  Internal
      Control Over Financial Reporting.




There
      were no changes in the Company’s internal control over financial reporting that
      occurred during the year ended December 31, 2005 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




**ITEM
      16A.     AUDIT COMMITTEE FINANCIAL
      EXPERT**




Our
      Board
      of Directors has determined that Zohar Gilon is our “audit committee financial
      expert” as defined in Item 16A of Form 20-F. Mr. Gilon qualifies as an
“independent director” under the Nasdaq rules.




**ITEM
      16B.    CODE OF ETHICS** ****




On
      February 1, 2004, our Board of Directors adopted our Code of Ethics, a code
      that
      applies to all directors, officers and other employees of the Company, including
      our Chief Executive Officer and President, and Chief Financial Officer and
      Vice
      President Finance.




Our
      code
      of ethics is publicly available on our website at www.radcom.com.




**ITEM
      16C.    PRINCIPAL ACCOUNTANT FEES AND
      SERVICES**




In
      the
      annual meeting held in September 2005, our shareholders re-appointed Somekh
      Chaikin, an independent registered public accounting firm, a member of KPMG
      International, or KPMG Somekh Chaikin, to serve as our independent auditors.




KPMG
      Somekh Chaikin billed the following fees to us for professional services in
      each
      of the last two fiscal years:




pg71




Year
                  Ended December 31,2005
              
              2004Audit
                  Fees
              
              $
              65,000
              
              $
              48,000Audit-Related
                  Fees
              
              
              -
              
              $
              3,000Tax
                  Fees
              
              $
              5,000
              
              $
              5,000All
                  Other Fees
              
              
              -
              
              
              -Total
              
              $
              70,000
              
              $
              56,000




“Audit
      Fees” are the aggregate fees billed (for the year) for the audit of our annual
      financial statements, reviews of interim financial statements and attestation
      services that are normally provided in connection with statutory and regulatory
      filings or engagements.




“Audit-Related
      Fees” are the aggregate fees billed (for the year) for assurance and related
      services that are reasonably related to the performance of the audit or review
      of our financial statements and are not reported under Audit Fees. “Tax
      Fees” are the aggregate fees billed (in the year) for professional services
      rendered for tax compliance, tax advice on actual or contemplated transactions
      and tax planning. KPMG provided us with tax services such as PFIC evaluation
      and
      tax planning.




Our
      Audit
      Committee oversees our independent auditors. See also the description under
      the
      heading “Board Practices” in “Item 6. Directors, Senior Management and
      Employees.” Our Audit Committee’s policy is to approve any audit or permitted
      non-audit services proposed to be provided by our independent auditors before
      engaging our independent auditors to provide such services. Pursuant to this
      policy, which is designed to assure that such engagements do not impair the
      independence of our auditors, the Chairperson of our Audit Committee is
      authorized to approve any such services between meetings of our Audit Committee,
      subject to ratification by the Audit Committee, and to report any such approvals
      to the Audit Committee at its next meeting.




ITEM
      16D.EXEMPTIONS
      FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.




Not
      applicable.




ITEM
      16E.PURCHASES
      OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
      PURCHASERS.




Not
      applicable.




**PART
      III**




**ITEM
      17.       FINANCIAL
      STATEMENTS**




We
      have
      responded to Item 18 in lieu of this item.




**ITEM
      18.       FINANCIAL
      STATEMENTS**




The
      Financial Statements required by this item are found at the end of this Annual
      Report, beginning on page F-1.




**ITEM 19.
      EXHIBITS** ****




The
      exhibits filed with or incorporated into this annual report are listed on the
      index of exhibits below.




Exhibit No.
            Description1.1
            Memorandum
                of Association(1)1.2
            Articles
                of Association, as amended(2)2.1
            Form
                of ordinary share certificate(1)4.1
            2000
                Share Option Plan(2)4.2
            1998
                Employee Bonus Plan(3)4.3
            1998
                Share Option Plan(4)4.4
            International
                Employee Stock Option Plan(5)4.5
            Directors
                Share Incentive Plan (1997)(6)4.6
            Key
                Employee Share Incentive Plan (1996)(7)4.7
            2001
                Share Option Plan(8)4.8
            2003
                Share Option Plan(9)4.9
            Lease
                Agreement, dated November 15, 2000, among Vitalgo Textile Industries
                Ltd., Zisapel Properties (1992) Ltd., Klil and Michael Properties
                (1992)
                Ltd. and RADCOM Ltd. (English summary accompanied by Hebrew
                original)(10)4.10
            Lease
                Agreement, dated March 1, 2001, among Zisapel Properties (1992) Ltd.,
                Klil and Michael Properties (1992) Ltd. and RADCOM Ltd. (English
                summary
                accompanied by Hebrew original)(10)4.11
            Lease
                Agreement, dated August 12, 1998, between RAD Communications Ltd. and
                RADCOM Ltd. (English summary accompanied by Hebrew original)(10)4.12
            Lease
                Agreement, dated December 1, 2000, among Zohar Zisapel Properties,
                Inc., Yehuda Zisapel Properties, Inc. and RADCOM Equipment,
                Inc.(10)4.13
            Lease
                Agreement, dated January 22, 2002, between Regus Business Centre
                and
                RADCOM Ltd.(11)4.14
            Registration
                Rights Agreement by and among (i) RADCOM Ltd. and (ii) Yehuda
                Zisapel, Zohar Zisapel, Moty Ben-Arie and Zohar Gilon(1)4.15
            Registration
                Rights Agreement by and among (i) RADCOM Ltd. and (ii) Walden
                Israel Fund L.P., Gadish Provident Fund Ltd., Tagmulim Central Provident
                Fund, Keren Or Provident Fund, Katzir Provident Compensation Fund
                Ltd.,
                Keren Hishtalmut Le’akademaim Ltd., Dovrat Shrem Yozma Polaris Fund L.P.,
                Dovrat Shrem Skies ‘92 Fund Ltd., Dovrat Shrem Rainbow Fund Ltd., Dovrat
                Shrem & Co. S.A. and Yaad Consulting & Management Services (1995)
                Ltd.(1)4.16
            Software
                License Agreement, dated as of January 13, 1999, between RADVision,
                Ltd. and RADCOM Ltd., and Supplement No. 1 thereto, dated as of
                January 24, 2001(10)




pg72


4.17
            Share
                and Warrant Purchase Agreement, dated as of March 17, 2004, by and
                between
                RADCOM Ltd. and the purchasers listed therein.(12)4.18
            Form
                of Warrant.(12)8
            List
                of Subsidiaries11
            Code
                of Ethics.(12)12.1
            Certification
                of CEO of the Registrant pursuant to Rule 13a-14(a) as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200212.2
            Certification
                of CFO of the Registrant pursuant to Rule 13a-14(a) as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200213.1
            Certification
                of CEO of the Registrant pursuant to Rule 13a-14(b), as adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 200213.2
            Certification
                of CFO of the Registrant pursuant to Rule 13a-14(b), as adopted pursuant
                to Section 906 of the Sarbanes-Oxley Act of 200214.1
            Consent
                of KPMG Somekh Chaikin an independent registered public accounting
                firm.


_________________




(1) Incorporated herein by reference to the Registration Statement on Form F-1
      of
      RADCOM Ltd. (File No. 333-05022).




(2)  Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM Ltd.
      (File No. 333-13244).




(3) Incorporated herein by reference to the Registration Statement on Form S-8
      of
      RADCOM Ltd. (File No. 333-13246).




(4) Incorporated herein by reference to the Registration Statement on Form S-8
      of
      RADCOM Ltd. (File No. 333-13248).




(5)  Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM Ltd.
      (File No. 333-13250).




(6)  Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM Ltd.
      (File No. 333-13254).




(7) Incorporated herein by reference to the Registration Statement on Form S-8
      of
      RADCOM Ltd. (File No. 333-13252).




(8)  Incorporated
      herein by reference to the Registration Statement on Form S-8 of RADCOM Ltd.
      (File No. 333-14236).




(9) Incorporated herein by reference to the Registration Statement on Form S-8
      of
      RADCOM Ltd. (File No. 333-111931).




(10) Incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal
      year ended December 31, 2000.




(11) Incorporated
      herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal year ended
      December 31, 2001.




(12) Incorporated herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal
      year ended December 31, 2003.




pg73


SIGNATURE




The
      registrant hereby certifies that it meets all of the requirements for filing
      on
      Form 20-F and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.




RADCOM
      LTD.








By:  */s/
      Arnon Toussia-Cohen*


Name:
      Arnon Toussia-Cohen


Title:  
      Chief Executive Officer


Date:  
      March 29, 2006







pg74







**Radcom
        Ltd.**
  **(an
        Israeli Corporation)**
 **and
        its Subsidiaries**
  **Consolidated
        Financial Statements**
 **As
        of December 31, 2005**








Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries


**Consolidated
      Financial Statements as of December 31, 2005**







**Contents**





**Page**Report
                of Independent Registered Public Accounting Firm
            F-2**Consolidated
                Financial Statements:**Consolidated
                Balance Sheets as of December 31, 2005 and 2004
            F-3
                - F-4Consolidated
                Statements of Operations for the years endedDecember
                31, 2005, 2004 and 2003
            F-5Consolidated
                Statements of Shareholders' Equity and Comprehensive Income (Loss)
              for
                the years ended December 31, 2005, 2004 and 2003
            F-6Consolidated
                Statements of Cash Flows for the years endedDecember
                31, 2005, 2004 and 2003
            F-7
                - F-8Notes
                to the Consolidated Financial Statements as of December 31,
                2005
            F-9
                - F-41











**Report
      of Independent Registered Public Accounting Firm**





To
      the
      Board of Directors and Shareholders


Radcom
      Ltd.








We
      have
      audited the accompanying consolidated balance sheets of Radcom Ltd. (an Israeli
      Corporation) (the "Company") and its subsidiaries as of December 31, 2005 and
      2004, and the related consolidated statements of operations, shareholders'
      equity and comprehensive income (loss) and cash flows for each of the years
      in
      the three-year period ended December 31, 2005. These consolidated financial
      statements are the responsibility of the Company's management. Our
      responsibility is to express an opinion on these consolidated financial
      statements based on our audits.





We
      conducted our audits in accordance with the Standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audit to obtain reasonable assurance about whether the financial
      statements are free of material misstatement. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statements presentation. We believe that our audits provide a
      reasonable basis for our opinion.





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the consolidated financial position of the Company
      and
      its subsidiaries as of December 31, 2005 and 2004 and the results of their
      operations and their cash flows for each of the years in the three-year period
      ended December 31, 2005, in conformity with U.S. generally accepted
      accounting principles.





*/s/
      Somekh Chaikin*


Somekh
      Chaikin


Certified
      Public Accountants (Isr.)


Member
      Firm of KPMG International





Tel
      Aviv,
      Israel


March
      27,
      2006








Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries


**Consolidated
      Balance Sheets**













**December
                31****2005**
            
            
            **2004****Assets**
            
            
            **US$**
              **(in
                thousands)**
            
            
            **US$**
              **(in
                housands)****Current
                Assets (Note 9A7)**Cash
                and cash equivalents (Note 9A1)
            
            
            **10,520**
            
            
            6,558Marketable
                securities (Note 9A2)
            
            
            **-**
            
            
            1,992Trade
                receivables, net (Note 9A3)
            
            
            **7,856**
            
            
            5,341Inventories
                (Note 9A4)
            
            
            **1,938**
            
            
            2,400Other
                current assets (Note 9A5)
            
            
            **380**
            
            
            880Total
                current assets
            
            
            **20,694**
            
            
            17,171**Assets
                held for severance benefits (Note 5)**
            
            
            **1,863**
            
            
            1,784**Property
                and equipment, net (Note 4)**
            
            
            **1,233**
            
            
            1,174**Total
                Assets**
            
            
            **23,790**
            
            
            20,129




F-3





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries





**Consolidated
      Balance Sheets**








**December
                31****2005**
            
            
            **2004****US$**
              **(in
                thousands)**
            
            
            **US$**
              **(in
                thousands)****Liabilities
                and Shareholders' Equity****Current
                Liabilities (Note 9A7)**Trade
                payables
            
            
            **2,148**
            
            
            2,027Current
                deferred revenue
            
            
            **1,545**
            
            
            889Other
                payables and accrued expenses (Note 9A6)
            
            
            **4,014**
            
            
            4,204Total
                current liabilities
            
            
            **7,707**
            
            
            7,120**Long-Term
                Liabilities**Long-term
                deferred revenue
            
            
            **1,161**
            
            
            583Liability
                for employees severance pay benefits (Note 5)
            
            
            **2,437**
            
            
            2,402Total
                long-term liabilities
            
            
            **3,598**
            
            
            2,985Total
                liabilities
            
            
            **11,305**
            
            
            10,105**Commitments
                and contingencies (Note 6)****Shareholders'
                Equity (Note 7)**Share
                capital *
            
            
            **107**
            
            
            101Additional
                paid-in capital
            
            
            **44,613**
            
            
            43,698Accumulated
                other comprehensive loss
            
            
            **-**
            
            
            (13
            )Accumulated
                deficit
            
            
            **(32,235**
            **)**
            
            (33,762
            )Total
                shareholders' equity
            
            
            **12,485**
            
            
            10,024**Total
                Liabilities and Shareholders' Equity**
            
            
            **23,790**
            
            
            20,129








*/s/
              Arnon Toussia-Cohen*
            
            */s/David
              Zigdon*Arnon
                Toussia-Cohen
            
            David
                ZigdonChief
                Executive Officer
            
            Chief
                Financial Officer





Date:
      March 27, 2006





*
            39,990,680
                Ordinary Shares of NIS 0.05 par value ("Ordinary Shares") authorized
                and
                9,320 Deferred Shares of NIS 0.05 par value authorized as of December
                31,
                2005 and 2004; 14,958,477 and 14,438,348 Ordinary Shares issued and
                outstanding as of December 31, 2005 and 2004, respectively, and 9,320
                Deferred Shares issued and outstanding as of December 31, 2005 and
                2004.





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-4





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries


**Consolidated
      Statements of Operations**










**Year
                ended December 31****2005**
            
            
            **2004**
            
            
            **2003****US$**
              **(in
                thousands)**
            
            
            **US$**
              **(in
                thousands)**
            
            
            **US$**
              **(in
                thousands)**Sales
                (Note 9B1)
            
            
            **22,340**
            
            
            16,055
            
            
            11,203Cost
                of sales
            
            
            **7,398**
            
            
            5,127
            
            
            (1)
                4,894**Gross
                profit**
            
            
            **14,942**
            
            
            10,928
            
            
            6,309**Operating
                expenses:**Research
                and development
            
            
            **5,815**
            
            
            5,232
            
            
            5,593Less
                - royalty-bearing participation (Note 6A1)
            
            
            **1,735**
            
            
            1,722
            
            
            1,997Research
                and development, net
            
            
            **4,080**
            
            
            3,510
            
            
            3,596Sales
                and marketing
            
            
            **7,881**
            
            
            6,983
            
            
            7,411General
                and administrative
            
            
            **1,689**
            
            
            2,191
            
            
            1,620**Total
                operating expenses**
            
            
            **13,650**
            
            
            12,684
            
            
            12,627**Operating
                income (loss)**
            
            
            **1,292**
            
            
            (1,756
            )
            
            (6,318
            )**Financing
                income, net (Note 9B2):**Financing
                income
            
            
            **270**
            
            
            118
            
            
            111Financing
                expenses
            
            
            **(35**
            **)**
            
            (40
            )
            
            (18
            )Financing
                income, net
            
            
            **235**
            
            
            78
            
            
            93**Income
                (loss) before taxes on income**
            
            
            **1,527**
            
            
            (1,678
            )
            
            (6,225
            )Taxes
                on income (Note 8)
            
            
            **-**
            
            
            -
            
            
            -**Net
                income (loss) for the year**
            
            
            **1,527**
            
            
            (1,678
            )
            
            (6,225
            )


**Income
                (loss) per share :**Basic
                net income (loss) per Ordinary Share (US$)
            
            
            **0.10**
            
            
            (0.12
            )
            
            (0.59
            )


Diluted
                net income (loss) per Ordinary Share (US$)
            
            
            **0.10**
            
            
            (0.12
            )
            
            (0.59
            )


Weighted
                average number of Ordinary Shares used tocompute
                basic net income (loss) per Ordinary Share
            
            
            **14,696,090**
            
            
            13,453,509
            
            
            10,493,184


Weighted
                average number of Ordinary Shares used tocompute
                diluted net income (loss) per Ordinary Share
            
            
            **15,561,585**
            
            
            13,453,509
            
            
            10,493,184





(1)  See
      Note
      3.





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-5





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries


**Consolidated
      Statements of Shareholders' Equity and Comprehensive Income
      (Loss)**










**Accumulated****Share
                capital**
            
            
            **Additional**
            
            
            **other**
            
            
            
            
            
            **Total****Number
                of**
            
            
            
            
            
            **paid-in**
            
            
            **comprehensive**
            
            
            **Accumulated**
            
            
            **Shareholders'****shares**
            
            
            **Amount**
            
            
            **capital**
            
            
            **loss**
            
            
            **deficit**
            
            
            **equity****US$
                (thousands)**
            
            
            **US$
                (thousands)**
            
            
            **US$**
              **(thousands)**
            
            
            **US$**
              **(thousands)**
            
            
            **US$**
              **(thousands)****Balance
                as of****December
                31, 2002**
            
            10,492,050
            
            
            57
            
            
            38,146
            
            
            -
            
            
            (25,859
            )
            
            12,344**Changes
                during 2003:**Net
                loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,225
            )
            
            (6,225
            )Employees'
                stockoption
                compensation
            
            -
            
            
            -
            
            
            123
            
            
            -
            
            
            -
            
            
            123Exercise
                of options
            
            14,826
            
            
            *-
            
            
            4
            
            
            -
            
            
            -
            
            
            4**Balance
                as of****December
                31, 2003**
            
            10,506,876
            
            
            57
            
            
            38,273
            
            
            -
            
            
            (32,084
            )
            
            6,246**Changes
                during 2004:**Net
                loss for the year
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,678
            )
            
            (1,678
            )Net
                unrealized loss onavailable
                for sale securities
            
            -
            
            
            -
            
            
            -
            
            
            (13
            )
            
            -
            
            
            (13
            )Comprehensive
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (1,691
            )Issuance
                of OrdinaryShares
                and detachablewarrants,
                net of issuanceexpenses
                of US$ 189thousand
                **
            
            3,851,540
            
            
            42
            
            
            5,269
            
            
            -
            
            
            -
            
            
            5,311Employees'
                stockoption
                compensation
            
            -
            
            
            -
            
            
            94
            
            
            -
            
            
            -
            
            
            94Exercise
                of options
            
            79,932
            
            
            2
            
            
            62
            
            
            -
            
            
            -
            
            
            64**Balance
                as of****December
                31, 2004**
            
            14,438,348
            
            
            101
            
            
            43,698
            
            
            (13
            )
            
            (33,762
            )
            
            10,024**Changes
                during 2005:**Net
                income for the year
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **1,527**
            
            
            **1,527**Reclassificationadjustment
                for losson
                available for saleincluded
                in net income
            
            **-**
            
            
            **-**
            
            
            **-**
            
            
            **13**
            
            
            **-**
            
            
            **13**Comprehensive
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **1,540**Employees'
                stockoption
                compensation
            
            **-**
            
            
            **-**
            
            
            **12**
            
            
            **-**
            
            
            **-**
            
            
            **12**Exercise
                of options
            
            **191,873**
            
            
            **2**
            
            
            **182**
            
            
            **-**
            
            
            **-**
            
            
            **184**Exercise
                of warrants, netof
                issuance expenses ofUS$
                14 thousand
            
            **328,256**
            
            
            **4**
            
            
            **721**
            
            
            **-**
            
            
            **-**
            
            
            **725****Balance
                as of****December
                31, 2005**
            
            **14,958,477**
            
            
            **107**
            
            
            **44,613**
            
            
            **-**
            
            
            **(32,235**
            **)**
            
            **12,485**





* Less
      than
      1 thousand.


** See
      Note
      7A2.





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-6





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries


**Consolidated
      Statements of Cash Flows**








**Year
                ended December 31****2005**
            
            **2004**
            
            **2003****US$**
              **(in
                thousands)**
            
            **US$**
              **(in
                thousands)**
            
            **US$**
              **(in
                thousands)****Cash
                flows from operating activities:**Net
                income (loss) for the year
            
            
            **1,527**
            
            
            (1,678
            )
            
            (6,225
            )Adjustments
                to reconcile net income (loss) to net cashprovided
                by (used in) operating activities:Depreciation
            
            
            **579**
            
            
            797
            
            
            1,145Decrease
                (increase) in value and accrued interest frommarketable
                securities
            
            
            **5**
            
            
            (5
            )
            
            -Decrease
                in value and accrued interest, net,from
                short-term bank deposits
            
            
            **-**
            
            
            -
            
            
            6Loss
                from sale of property and equipment
            
            
            **-**
            
            
            9
            
            
            7Employees'
                stock option compensation
            
            
            **12**
            
            
            94
            
            
            123Increase
                (decrease) in severance pay, net
            
            
            **(44**
            **)**
            
            (89
            )
            
            81Increase
                in trade receivables, net
            
            
            **(2,515**
            **)**
            
            (1,572
            )
            
            (786
            )Increase
                in deferred revenue
            
            
            **1,234**
            
            
            414
            
            
            467Decrease
                (increase) in other current assets
            
            
            **500**
            
            
            (534
            )
            
            255Decrease
                (increase) in inventories
            
            
            **143**
            
            
            (892
            )
            
            279Increase
                (decrease) in trade payables
            
            
            **138**
            
            
            864
            
            
            (147
            )Increase
                (decrease) in other payables andaccrued
                expenses
            
            
            **(190**
            **)**
            
            413
            
            
            386Net
                cash provided by (used in) operating activities
            
            
            **1,389**
            
            
            (2,179
            )
            
            (4,409
            )**Cash
                flows from investment activities:**Redemption
                of short-term bank deposits
            
            
            **-**
            
            
            -
            
            
            3,000Proceeds
                from sale of marketable securities
            
            
            **2,000**
            
            
            1,000
            
            
            -Investment
                in marketable securities
            
            
            **-**
            
            
            (3,000
            )
            
            -Proceeds
                from sale of property and equipment
            
            
            **-**
            
            
            40
            
            
            34Purchase
                of property and equipment
            
            
            **(336**
            **)**
            
            (292
            )
            
            (222
            )Net
                cash provided by (used in) investment activities
            
            
            **1,664**
            
            
            (2,252
            )
            
            2,812





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-7





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries





**Consolidated
      Statements of Cash Flows (cont'd)**










**Year
                ended December 31****2005**
            
            **2004**
            
            **2003****US$**
              **(in
                thousands)**
            
            **US$**
              **(in
                thousands)**
            
            **US$**
              **(in
                thousands)****Cash
                flows from financing activities:**Issuance
                of shares and detachable warrantsnet
                of issuance expenses
            
            
            **-**
            
            
            5,311
            
            
            -Exercise
                of warrants
            
            
            **725**
            
            
            -
            
            
            -Exercise
                of options
            
            
            **184**
            
            
            64
            
            
            4Net
                cash provided by financing activities
            
            
            **909**
            
            
            5,375
            
            
            4**Increase
                (decrease) in cash and cash equivalents**
            
            
            **3,962**
            
            
            944
            
            
            (1,593
            )**Cash
                and cash equivalents at beginning of year**
            
            
            **6,558**
            
            
            5,614
            
            
            7,207**Cash
                and cash equivalents at end of year**
            
            
            **10,520**
            
            
            6,558
            
            
            5,614








**Schedule
      A - Non-Cash Investing Activities**





Purchase
      of property and equipment on credit aggregate of US$ 49 thousand, US$ 66
      thousand and US$ 55 thousand for the years ended December 31, 2005, 2004
      and 2003, respectively.





Inventories
      capitalized as fixed assets aggregate of US$ 319 thousand, US$ 231 thousand
      and
      US$ 182 thousand for the years ended December 31, 2005, 2004 and 2003,
      respectively.





The
      accompanying notes are an integral part of the consolidated financial
      statements.


F-8





Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries





**Notes
      to the Consolidated Financial Statements as of December 31,
      2005**











**Note
      1 - General**





Radcom
      Ltd. (the "Company") is an Israeli corporation which operates in one business
      segment of communication networks. The Company develops, manufactures, markets
      and supports innovative, network test and service monitoring solutions for
      communications service providers and equipment vendors. The Company specializes
      in Next Generation Cellular as well as Voice, Data and Video over IP networks.
      Its solutions are used in the development and installation of network equipment
      and in the maintenance of operational networks. The Company’s products
      facilitate fault management, network service performance monitoring and
      analysis, troubleshooting and pre-mediation.





The
      Company has a wholly-owned subsidiary in the United States, Radcom Equipment,
      Inc. (the "US Subsidiary"), which was incorporated in 1993 under the laws of
      the
      State of New Jersey. The US Subsidiary is primarily engaged in the selling
      and
      marketing in North America of equipment manufactured by and imported from the
      Company.





In
      addition, the Company has two other subsidiaries, one in the United Kingdom
      and
      one in Israel. As of December 31, 2005, these subsidiaries have no business
      activities.








**Note
      2 - Significant Accounting Policies**





The
      significant accounting policies followed in the preparation of the financial
      statements, applied on a consistent basis, are as follows:





**A.**  **Certain
      definitions**





CPI
      -
      Israeli Consumer Price Index





NIS
      - New
      Israeli Shekel





**B.**  **Financial
      statements in US dollars ("dollars")**





Substantially
      all of the Company's sales are made outside Israel (see Note 9B1 regarding
      geographical distribution). All sales outside Israel are denominated in dollars.
      Most purchases of materials and components, and most marketing costs, are
      incurred outside Israel, primarily in transactions denominated in dollars.
      In
      addition, the sales in Israel as well as the majority of expenses in Israel
      are
      denominated in dollars or linked thereto. Therefore, the currency of the primary
      economic environment in which the operations of the Company are conducted is
      the
      US dollar, which is used as the functional currency of the Company.





Transactions
      and balances originally denominated in dollars are presented at their original
      amounts. Transactions and balances in other currencies are remeasured into
      dollars in accordance with the principles set forth in Statement of Financial
      Accounting Standards ("SFAS") No.52.


Equity
      items are presented at their original amounts and at historical exchange
      rate.





All
      exchange gains and losses from remeasurement of monetary balance sheet items
      denominated in non-dollar currencies are reflected in the consolidated statement
      of operations when they arise.


F-9


Radcom
      Ltd. (An Israeli Corporation)


and
      its
      subsidiaries





**Notes
      to the Consolidated Financial Statements as of December 31,
      2005**








**Note
      2 - Significant Accounting Policies (cont'd)**





**C.**  **Estimates
      and assumptions**





The
      preparation of the consolidated financial statements in conformity with
      generally accepted accounting principles in the United States of America ("US
      GAAP") requires management to make estimates and assumptions that affect the
      reported amounts of assets and liabilities and the disclosure of contingent
      assets and liabilities at the date of the consolidated financial statements,
      and
      the reported amounts of revenue and expenses during the reporting years. Actual
      results may vary from these estimates. Estimates and assumptions are
      periodically reviewed and the effects of any material revisions are reflected
      in
      the period that they are determined to be necessary.





**D.**  **Principles
      of consolidation**





The
      consolidated financial statements include the financial statements of the
      Company and its subsidiaries. All intercompany transactions and balances have
      been eliminated in consolidation.





**E.**  **Cash
      and cash equivalents**





The
      Company considers all highly liquid deposit instruments purchased with an
      original maturity of three months or less at the date of purchase to be cash
      equivalents.





**F.**  **Marketable
      securities**





In
      accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and
      Equity Securities", the Company has classified all its marketable securities
      as
      available-for-sale. Such marketable securities are stated at market
      value.





Unrealized
      gains and losses are reported as a separate component of shareholders' equity
      and comprehensive income (loss). Interest income is included in financing
      income.





Realized
      gains and losses are included in financing income, net.





**G.**  **Trade
      receivables, net**





Trade
      receivables are recorded net of an allowance for doubtful accounts receivable.
      Management considers current information and events regarding the customers'
      ability to repay their obligations in estimating and establishing the allowance
      for doubtful accounts receivable.





The
      balance sheet allowance for doubtful accounts receivable for all periods through
      December 31, 2005 is determined as a specific amount for those accounts the
      collection of which is uncertain.







F-10


Radcom
      Ltd. (An Israeli Corporation)


and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**







**Note
      2 - Significant Accounting Policies (cont'd)**





**H.**  **Inventories**





Inventories
      are stated at the lower of cost or market. Cost is determined on a "moving
      average" basis.





**I.**  **Assets
      held for severance benefits**





Assets
      held for employee severance benefits represent contributions to severance pay
      funds and cash surrender value of life insurance policies that are recorded
      at
      their current redemption value, which also represent their fair
      value.





**J.**  **Property
      and equipment**





Property
      and equipment are stated at cost less accumulated depreciation. Maintenance
      and
      repairs are charged to operations as incurred.





Products
      used for research and development (unless no alternative future use exists)
      and
      demonstration equipment are capitalized at cost or, when applicable, their
      production costs.





Depreciation
      is calculated on the straight-line method over the estimated useful lives of
      the
      assets.





Annual
      rates of depreciation are as follows:




**%**Demonstration
                and rental equipment
            33Research
                and development equipment
            20
                - 50Motor
                vehicles
            15Manufacturing
                equipment
            15
                - 33Office
                furniture and equipment
            7
                -
                33Leasehold
                improvements
            *





*
      At the
      shorter of the lease period or useful life of the leasehold
      improvement.





**K.**  **Impairment
      of long-lived assets**





The
      Company’s long-lived assets (including intangible assets) are reviewed for
      impairment in accordance with SFAS No. 144 “Accounting for the Impairment or
      Disposal of Long- Lived Assets”, whenever events or changes in circumstances
      indicate that the carrying amount of an asset may not be recoverable.
      Recoverability of an asset to be held and used is measured by a comparison
      of
      the carrying amount of the asset to the future undiscounted cash flows expected
      to be generated by the asset. If such asset is considered to be impaired, the
      impairment to be recognized is measured by the amount by which the carrying
      amount of the asset exceeds its fair value. As of December 31, 2005, no
      impairment losses have been identified.






F-11


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**
 
 **Note
        2 - Significant Accounting Policies (cont'd)**





**L.** **Revenue
      recognition**





1.
            Revenue
                from product sales is recognized in accordance with Statement of
                Position
                ("SOP") 97-2,
                "Software Revenue Recognition", when the following criteria are met:
                (1)
                persuasive evidence of an arrangement exists, (2) delivery has occurred,
                (3) the vendor's fee is fixed or determinable and (4) collectibility
                is
                probable.
                Amounts
                  received from customers prior to product shipments are classified
                  as
                  advances from customers. With certain of its products, the Company
                  provides a one-year free software update, which includes bug fixing
                  and a
                  hardware warranty ("post customer support" or "PCS"). In these
                  cases, the
                  revenue from PCS is recognized upon delivery and the Company records
                  an
                  appropriate provision for warranty in accordance with SFAS 5, "Accounting
                  for Contingencies". For other products, the Company provides PCS
                  for a
                  period up to two years. In these cases, the revenue attributable
                  to the
                  PCS component is determined using vendor specific objective evidence
                  for
                  such service and deferred at the time of the initial sale and recognized
                  ratably over the PCS period in accordance with the provisions of
                  SOP
                  97-2.
                The
                  Company generally does not grant rights of return except for defective
                  products for which a warranty allowance is recorded. However, in
                  certain
                  circumstances, the Company has granted limited rights of return.
                  In these
                  situations, the Company defers the recognition of the revenue until
                  the
                  right of return has expired.




2.
            After
                the PCS period, initially provided with the Company's products, the
                Company may sell extended PCS contracts, which includes full software
                updates, new protocols included in the packages at time of purchase
                and
                full hardware repair of all faulty units. In such cases, revenues
                attributable to the extended PCS are deferred at the time of the
                initial
                sale and recognized ratably over the extended contract PCS
                period.





3.
            Most
                of the Company's revenues are generated from sales to independent
                distributors. The Company has a standard contract with its distributors.
                Based on this agreement, sales to distributors are final and distributors
                have no rights of return or price protection. The Company is not
                a party
                to the agreements between distributors and their customers.





4.
            The
                Company also generates sales through independent manufacturer's
                representatives. These representatives do not hold any of the Company's
                inventories, and they do not buy products from the Company. The Company
                invoices the end-user customers directly, collects payment directly
                and
                then pays commissions to the manufacturer's representative for the
                sales
                in its territory. The Company reports sales through independent
                manufacturer's representatives on a gross basis, based on the indicators
                of EITF 99-19,*Reporting
                Revenue Gross as a Principal versus Net as an Agent*.




**M.** **Research
      and development costs**





1.
            Research
                and development costs are expensed as incurred.





2.
            The
                Company applies the provisions of SFAS No. 86, "Accounting for Costs
                of
                Computer Software to be Sold, Leased or Otherwise Marketed". Expenditures
                incurred during the period between attaining technological feasibility
                and
                general release of the associated product have been immaterial and
                accordingly, such costs have been
                expensed.







F-12


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      2 - Significant Accounting Policies (cont'd)**





**N.**  **Government
      grants**





The
      Company receives royalty-bearing participation, which represents participation
      of the Government of Israel (Office of the Chief Scientist - "OCS") in approved
      programs for research and development. These amounts are recognized on the
      accrual basis as a reduction of research and development costs as such costs
      are
      incurred. Royalties to the OCS are recorded in cost of sales.




**O.**  **Allowance
      for product warranty**





It
      is the
      Company's policy to grant a product warranty for a period of up to 24 months
      on
      its products. For contracts where the PCS was recognized upon delivery, the
      Company recorded an appropriate provision. The provision for warranties for
      all
      periods through December 31, 2005, is determined based upon the Company's past
      experience (see Note 2L(1)).





The
      followings are the changes in liability for product warranty:





**US$
                thousands**





Balance
                at December 31, 2003
            
            
            
            91Warranties
                for products sold
            
            
            
            198Warranty
                expenses
            
            
            
            (110)Lapsed
                warranties
            
            
            
            (7)Balance
                at December 31, 2004
            
            
            
            172Warranties
                for products sold
            
            
            
            **260**Warranty
                expenses
            
            
            
            **(203)**Lapsed
                warranties
            
            
            
            **-**Balance
                at December 31, 2005
            
            
            
            **229**





**P.**  **Stock
      option plans**





The
      Company applies the intrinsic value-based method of accounting prescribed by
      Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued
      to Employees", and related interpretations including FASB Interpretation No.
      44,
      "Accounting for Certain Transactions Involving Stock Compensation" of APB
      Opinion No. 25 ("FIN 44"), in accounting for its stock option plans for
      employees and directors. Under this method, compensation is recorded only if
      the
      current market price of the underlying stocks on the date of grant exceeds
      the
      exercise price. SFAS No. 123, "Accounting for Stock-Based Compensation",
      established accounting and disclosure requirements using a fair value-based
      method of accounting for stock-based employee stock compensation plans and
      as a
      measurement basis for transactions involving the acquisition of goods or
      services from non-employees. As allowed by SFAS No. 123, the Company has elected
      to continue to apply the intrinsic value-based method of accounting for employee
      stock options and has adopted the disclosure requirements of SFAS No.
      123.






F-13


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      2 - Significant Accounting Policies (cont'd)**





**P.**  **Stock
      option plans (cont’d)**





See
      also
      Note 12(1) in respect to the issuance of SFAS No. 123R - "Share-Based
      Payments".





The
      following table illustrates the effect on net income (loss) and income (loss)
      per ordinary share if the Company had applied the fair value recognition
      provisions of SFAS No. 123 (see also Note 7C) :





**Year
                ended**
            **Year
                ended**
            **Year
                ended****December
                31**
            **December
                31**
            **December
                31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Net
                income (loss) as reported
            **1,527**
            (1,678)
            (6,225)Add:
                compensation expenses according to APB 25included
                in the reported net income (loss)
            **12**
            94
            123Deduct:
                compensation expenses according to SFAS 123
            **(669)**
            (561)
            (840)Net
                income (loss) - pro forma
            **870**
            (2,145)
            (6,942)





Basic
                net income (loss) per ordinary share asreported
                (US$)
            **0.10**
            (0.12)
            (0.59)Pro
                forma basic net income (loss) per ordinary share(US$)
            **0.06**
            (0.16)
            (0.66)Diluted
                net income (loss) per ordinary share asreported
                (US$)
            **0.10**
            (0.12)
            (0.59)Pro
                forma diluted net income (loss) per ordinaryshare
                (US$)
            **0.06**
            (0.16)
            (0.66)








**Q.**  **Deferred
      income taxes**





The
      Company accounts for income taxes in accordance with SFAS No. 109, "Accounting
      for Income Taxes". Deferred tax asset and liability account balances are
      recognized for the future tax consequences attributable to differences between
      the financial statements carrying amounts of existing assets and liabilities
      and
      their respective tax bases, and operating loss and tax credit carryforwards.
      Deferred tax assets and liabilities are measured using enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on deferred
      tax
      assets and liabilities of a change in tax rates is recognized in the
      consolidated statement of operations in the period that includes the enactment
      date. The Company provides a valuation allowance to reduce deferred tax assets
      to the extent it believes it is more likely than not that such benefits will
      not
      be realized.




F-14


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      2 - Significant Accounting Policies (cont'd)**





**R.**  **Income
      (loss) per share**





Basic
      and
      diluted income (loss) per ordinary share are presented in conformity with SFAS
      No. 128 "Earnings Per Share", for all years presented. Basic income (loss)
      per
      ordinary share is computed by the dividing net income (loss) for each reporting
      period. Diluted income (loss) per common share is computed by dividing net
      income (loss) for each reporting period by the weighted average number of common
      shares outstanding during the period plus any additional common shares that
      would have been outstanding if potentially dilutive common stock options or
      other potentially dilutive securities had been exercised during the period,
      calculated under the treasury stock method.


Due
      to
      the net loss incurred in fiscal 2003 and 2004, the diluted loss per share was
      the same as basic, because any potentially dilutive securities would have
      reduced the loss per share.





In
      2005,
      the total number of shares relating to outstanding options and warrants included
      in the calculation of the diluted net income per share was 805,435 and 60,060,
      respectively.





**S.**  **Treasury
      shares**





Acquisitions
      of the Company's shares by the Company are deducted from the share capital
      and
      additional paid-in capital, respectively.








**T.**  **Reclassifications**





Certain
      prior year amounts have been reclassified to conform to the current year
      presentation.





**Note
      3 - Inventories Write-Off**





In
      2003,
      the Company recorded an inventory write-off in the amount of US$ 960 thousand
      to
      reflect the reduced value of some of the Company's products and components
      caused by changing market conditions, especially weakness in revenues of
      ATM/Frame Relay products. This charge was included in cost of
      sales.





F-15


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      4 - Property and Equipment, Net**





**A.**  Composition
      of assets, grouped by major classification, is as follows:





**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





**Cost**Demonstration
                and rental equipment
            **2,192**
            3,298Research
                and development equipment
            **4,792**
            4,497Motor
                vehicles
            **2**
            3Manufacturing
                equipment
            **1,325**
            1,226Office
                furniture and equipment
            **1,239**
            1,247Leasehold
                improvements
            **411**
            385**9,961**
            10,656**Accumulated
                depreciation**Demonstration
                and rental equipment
            **1,961**
            3,090Research
                and development equipment
            **4,287**
            4,058Motor
                vehicles
            **2**
            2Manufacturing
                equipment
            **1,073**
            962Office
                furniture and equipment
            **1,098**
            1,103Leasehold
                improvements
            **307**
            267**8,728**
            9,482**1,233**
            1,174





**B.**
            Depreciation
                expenses amounted to US$ 579 thousand, US$ 797 thousand and US$ 1,145
                thousand for the years ended December 31, 2005, 2004 and 2003,
                respectively.











**Note
      5 - Liability for Employees Severance Pay Benefits**





Under
      Israeli law and labor agreements, the Company is required to make severance
      payments to its dismissed employees and to employees who leave its employment
      under certain other circumstances.





The
      Company's liability for severance pay benefits is covered mainly by deposits
      with recognized funds in the name of the employee and/or by purchase of
      insurance policies. The liability is calculated on the basis of the latest
      salary of the employees multiplied by the number of years of employment as
      of
      the balance sheet date. The provision for employee severance pay benefits
      included in the balance sheet represents the total liability for such severance
      benefits, while the assets held for severance benefits included in the balance
      sheet represent the Company's contributions to severance pay funds and to
      insurance policies.





The
      Company may make withdrawals from the funds only upon complying with the Israeli
      severance pay law or labor agreements. Severance pay expenses for the years
      ended December 31, 2005, 2004 and 2003 amounted to US$ 434 thousand, US$ 240
      thousand and US$ 567 thousand, respectively.






F-16


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**





**Note
      6 - Commitments and Contingencies**





**A.**
              **Royalty
                commitments**
 
 1.
              The
                  Company received research and development grants from the Office
                  of the
                  Chief Scientist (the "OCS"). In consideration for the research
                  and
                  development grants received from the OCS, the Company has undertaken
                  to
                  pay royalties as a percentage on revenues from products developed
                  from
                  research and development projects financed. Royalty rates were
                  3%-3.5% in
                  2003 and 3.5% in 2004 and subsequent years. If the Company will
                  not
                  generate sales of products developed with funds provided by the
                  OCS, the
                  Company is not be obligated to pay royalties or repay the
                  grants.
 
 Royalties
                  are payable from the time of commencement of sales of all of these
                  products until the cumulative amount of the royalties paid equals
                  100% of
                  the dollar-linked amounts of the grants received, without interest
                  for
                  projects authorized until December 31, 1998. For projects authorized
                  since
                  January 1, 1999, the repayment bears interest at the Libor
                  rate.
                
                The
                  total research and development grants that the Company has received
                  from
                  the OCS as of December 31, 2005 was US$ 23.4 million. The accumulated
                  interest as of December 31, 2005 was US$ 2.1 million. As of December
                  31, 2005, the accumulated royalties paid to the OCS were US$ 5.7
                  million.
                  Accordingly, the Company's total commitment with respect to
                  royalty-bearing participation received or accrued, net of royalties
                  paid
                  or accrued, amounted to approximately US$ 19.8 million as of December
                  31,
                  2005.
                
                Royalties
                  expenses relating to the OCS grants included in cost of sales for
                  the
                  years ended December 31, 2005, 2004 and 2003 were US$ 769 thousand,
                  US$
                  561 thousand and US$ 424 thousand,
                  respectively.
 
 2.
              According
                  to the Company's agreements with the Israel - US Bi-National Industrial
                  Research and Development Foundation ("BIRD-F"), the Company is
                  required to
                  pay royalties at a rate of 5% of sales of products developed with
                  funds
                  provided by the BIRD-F, up to an amount equal to 150% of BIRD-F's
                  grant
                  (linked to the United States Consumer Price Index) relating to
                  such
                  products. The last fund from the BIRD-F was received in 1996. In
                  case the
                  Company will not generate sales of products developed with funds
                  provided
                  by BIRD-F, the Company is not obligated to pay royalties or repay
                  the
                  grants.
 
 The total research and development funds that
                the Company
                has received from the BIRD-F as of December 31, 2005, was US$ 340
                thousand. Accordingly, as of December 31, 2005, the Company is required
                to
                pay royalties up to an amount of US$ 510 thousand, plus linkage to
                the
                United States Consumer Price Index in the amount of US$ 86 thousand,
                or a
                total of US$ 596 thousand. As of December 31, 2005, the accumulated
                royalties paid to the BIRD-F were US$ 296 thousand. Accordingly, the
                Company's total commitment with respect to royalty-bearing participation
                received or accrued, net of royalties paid or accrued, amounted to
                approximately US$ 300 thousand as of December 31,
                2005.
 
 Royalties
                  expenses relating to the BIRD-F grants included in cost of sales
                  for the
                  years ended December 31, 2005, 2004 and 2003 were less than US$
                  1 thousand
                  for each of these years.
 
 F-17


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      6 - Commitments and Contingencies (cont'd)**





**B.**
              **Operating
                leases**
 
 1.
              Premises
                  occupied by the Company and the US Subsidiary are rented under
                  various
                  rental agreements with related parties (see Note
                  10).
 
 The
                  rental agreements for the premises in Tel Aviv and New Jersey,
                  United
                  States, expire on December 31, 2008 and on January 15, 2011, respectively.
                  Since January 2002, a part of the premises in New Jersey was leased
                  to a
                  sub lessee according to a sublease agreement which expired in January
                  2006
                  at a yearly rate of US$ 41 thousand. Further, since February 2004,
                  another part of the premises in New Jersey is leased to a sub lessee,
                  which is an affiliate of the Company's principal shareholders,
                  at a yearly
                  rate of US$ 5 thousand. This sublease agreement expires in December
                  2006.
                  In addition, the Company rented additional office premises in Tel
                  Aviv.
                  These rental agreements expire on December 31, 2007. Some of these
                  agreements are renewable at the Company's option. Minimum future
                  gross
                  rental and maintenance payments due under the above agreements,
                  at
                  exchange rates in effect on December 31, 2005, are as
                  follows:




**Year
                ended December 31**
            
            
            **US$
                (in thousands)**2006
            
            
            6352007
            
            
            6402008
            
            
            6332009
            
            
            1122010
                and thereafter
            
            
            117


Rental
                  and maintenance expenses (net of sublease income from premises
                  under
                  sublease agreements) amounted to US$ 620 thousand, US$ 748 thousand
                  and
                  US$ 828 thousand, for the years ended December 31, 2005, 2004 and
                  2003,
                  respectively.
 
 2.
              The
                  Company leases a number of motor vehicles under operating leases.
                  The
                  leases typically run for an initial period of three years with
                  an option
                  to renew the leases after that
                  date.





As
      of
      December 31, 2005, non-cancelable operating rentals are payable as
      follows:




**Year
                ended December 31**
            
            
            **US$
                (in thousands)**2006
            
            
            4572007
            
            
            4342008
            
            
            2882009
            
            
            53





During
      2005, 2004 and 2003, an amount of US$ 459 thousand, US$ 406 thousand and US$
      347
      thousand, respectively, was recognized as an expense in the statement of
      operations in respect of operating leases for motor vehicles.







F-18


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      6 - Commitments and Contingencies (cont'd)**





**C.**
              **Legal
                proceedings**
 
 1.
              In
                  November 2005, the Company was served with a claim by Qualitest
                  Ltd.
                  (“Qualitest”), an Israeli company who was formerly a nonexclusive
                  distributor for the Company's products in Israel, for the total
                  sum of
                  approximately US$ 623 thousand. Qualitest claims that the Company
                  breached
                  an exclusive distribution agreement. In December 2005, the Company
                  filed a
                  statement of defense against the claim asserting that an exclusive
                  distribution agreement was never signed between the parties, and
                  included
                  a counterclaim in the amount of approximately US$ 131 thousand
                  for unpaid
                  invoices. The claims have been brought before an arbitrator. In
                  this early
                  stage, it is not possible to estimate the amount of the lawsuit
                  or the
                  chances of success for this
                  lawsuit.





2.
            In
                June 2005, the Company received correspondence claiming that the
                technology it currently uses in the assembly of one of its products
                infringes upon certain patents owned by another corporation. The
                Company
                and its legal counsel are of the opinion that the claim is without
                merit
                and that product does not infringe upon any patent. In addition,
                even if
                the claims were found to have merit, the Company is of the opinion
                that it
                can continue to assemble its product using alternative technologies.
                The
                Company cannot estimate at this stage if a lawsuit will be instituted,
                and
                if so, the ultimate outcome. In the event of a lawsuit, the Company
                plans
                to defend itself vigorously.





3.
              On
                  January 13, 2004, the Company was served with a complaint in the
                  United
                  States District Court of New Jersey, by Acterna LLC ("Acterna"),
                  alleging
                  that certain of the Company's products infringed one or more claims
                  of a
                  patent allegedly owned by Acterna. In December 2004, although the
                  Company
                  has not and does not acknowledge infringing such patent, the Company
                  decided to reach a settlement with Acterna in order to save management’s
                  time and litigation costs. In connection with the settlement agreement,
                  the Company paid an undisclosed sum, as well as legal expenses,
                  and
                  Acterna granted the Company a worldwide license to the patent and
                  the
                  Company acknowledged the patent's validity. This financial amount
                  has been
                  immediately recorded as an expense since the Company did not purchase
                  any
                  intangible assets and the aforesaid amount represents legal expenses.
                  The
                  total expensesfor
                  this legal proceeding were US$ 697 thousand and were recorded in
                  the year
                  ended December 31, 2004.
 
 **D.**
              **Bank guarantee**
 
 The
                  Company has granted bank performance guarantees in favor of one
                  of its
                  customers in the amount of US$ 189 thousand and US$ 204 thousand,
                  in 2005
                  and 2004, respectively. The guarantees expire in December
                  2007.








F-19


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**
 
 **Note
        7 - Shareholders' Equity**





**A.**  **Share
      capital**





**1.**  **Comprised
      of:**


**December
                31, 2005****Authorized**
            **Issued**
            **Outstanding****Number
                of shares**





Ordinary
                Shares of NIS 0.05 par value (i)
            **39,990,680**
            ***14,958,477**
            ***14,958,477**Deferred
                Shares of NIS 0.05 par value (ii)
            **9,320**
            **9,320**
            **9,320**








**December
                31, 2004****Authorized**
            **Issued**
            **Outstanding****Number
                of shares**





Ordinary
                Shares of NIS 0.05 par value (i)
            39,990,680
            *14,438,348
            *14,438,348Deferred
                Shares of NIS 0.05 par value (ii)
            9,320
            9,320
            9,320








*
            Does
                not include 20,757 Ordinary Shares, which are held by a subsidiary,
                and
                123,372 Ordinary Shares which are held by the Company (see i (b)
                below).





(i)
            (a)
            Ordinary
                Shares confer all rights to their holders, e.g. voting, equity and
                receipt
                of dividend.





(b)
            In
                March and April 2001, the Company purchased 123,372 shares of the
                Company's Ordinary Shares in the over-the-counter market. This purchase
                was approved by the Tel Aviv-Jaffa District
                Court.





(ii)
            Deferred
                Shares confer only the right to their par value upon liquidation
                of the
                Company. The Deferred Shares were Ordinary Shares which were deferred
                in
                1996 and 1997 after being bought from employees by a wholly-owned
                subsidiary of the Company. The Deferred Shares are treated as treasury
                stock. The Deferred Shares are non-voting and
                non-participatory.





**2.**
            On
                March 29, 2004, the Company closed a private placement transaction
                (the
                "PIPE"). Under the PIPE investment, the Company issued 3,851,540
                of the
                Company's Ordinary Shares at an aggregate purchase price of US$ 5,500
                thousand or US$ 1.428 per Ordinary Share. The Company also issued
                to the
                investors warrants to purchase up to 962,887 Ordinary Shares at an
                exercise price of US$ 2.253 per share. The warrants are exercisable
                for
                two years from the closing of the PIPE (See note
                7D).





F-20


Radcom
      Ltd. (An Israeli Corporation)


and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont’d)**





**B.** **Share
      option plans**





1. The
      Company has granted options under option plans as follows:





a.
              The Directors’
                Share Option Plan
 
 Under
                  this plan, the Company grants options to purchase Ordinary Shares.
                  The
                  plan is made pursuant to the provisions of Section 3(9) of the
                  Israeli
                  Income Tax Ordinance. The options and the right to acquire shares
                  shall
                  terminate within 5 years after the date of the
                  grant.
 
 b.
              The Radcom Ltd. 1998 Share Option Plan (The
                Radcom
                3(9) Plan)
 
 Under
                  this plan, the Company grants options to purchase Ordinary Shares.
                  The
                  plan is made pursuant to the provisions of section 3(9) of the
                  Israeli
                  Income Tax Ordinance. The options and the right to acquire shares
                  shall
                  terminate within 10 years after the date of the
                  grant
 
 c.
              The
                  Radcom Ltd. 1998 Employees Bonus Plan (The "Radcom Bonus
                  Plan")
 
 Under
                  this plan, the Company grants option to purchase Ordinary Shares.
                  The
                  options allotted under the plan are deposited with a trustee. Exercise
                  of
                  the options and sale of the shares issued as a result of the exercise
                  can
                  be implemented only through the
                  trustee.
 
 In
                  accordance with the plan, the trustee received irrevocable instructions
                  from the Company to sell two years after the date of the grant
                  (the
                  "exercise date") all the shares issued as a result of exercising
                  all the
                  options in respect of which their vesting period has ended, on
                  the
                  condition that the price of the Company's shares is 125% of the
                  exercise
                  price or higher on the date of
                  sale.
 
 The
                  trustee will attempt to sell the shares during the 20 trading days
                  after
                  the exercise date if the condition regarding the price is fulfilled.
                  If
                  the condition is not fulfilled, the right to exercise the options
                  will be
                  deferred to the beginning of the first quarter following the exercise
                  date. If the price of the Company's shares is still lower than
                  125% of the
                  exercise price, the right to exercise the options will be deferred
                  to the
                  beginning of the second quarter and so on over the six years from
                  the date
                  of their allotment. If on the last quarterly exercise date the
                  condition
                  is not fulfilled then the right to exercise the options will be
                  deferred
                  to the final exercise date, six years after the date of the
                  grant.
 
 If
                  on the final exercise date the market price of the shares is lower
                  than
                  115% of the exercise price the options will lapse, will not be
                  exercisable
                  and will be cancelled.
 
 Gains
                  from the sale of the shares are taxed in accordance with Section
                  102 of
                  the Income Tax Ordinance (New Version) - 1961, its related regulations
                  and
                  arrangements with Tax
                  Authorities.






F-21


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**
 
 **Note
        7 - Shareholders' Equity (cont’d)**





**B.** **Share
      option plans (cont’d)**





1. The
      Company has granted options under option plans as follows: (cont’d)





d.
              The
                  Radcom Ltd. International Employee Stock Option Plan (The "International
                  Plan")
 
 The
                  plan grants options to purchase Ordinary Shares of a par value
                  of NIS
                  0.05, for the purpose of providing incentives to officers, directors,
                  employees and consultants of its non-Israeli subsidiaries. The
                  options are
                  generally for a term of 10 years (except in the case of an Incentive
                  Stock
                  Option granted to a Ten-Percent Stockholder in which case the term
                  is 5
                  years).
 e.
              The
                  2000 Share Option Plan
 
 The
                  2000 Share Option Plan (the "2000 Share Option Plan") grants options
                  to
                  purchase Ordinary Shares. These options are granted pursuant to
                  the 2000
                  Share Option Plan for the purpose of providing incentives to employees,
                  directors, consultants and contractors of the Company. These options
                  are
                  granted pursuant to Section 3(9) of the Income Tax Ordinance (New
                  Version)
                  - 1961.
 
 f.
              The
                  2001 Share Option Plan
 
 The
                  2001 Share Option Plan (the "2001 Share Option Plan") grants options
                  to
                  purchase Ordinary Shares. These options are granted pursuant to
                  the 2001
                  Share Option Plan for the purpose of providing incentives to employees,
                  directors, consultants and contractors of the Company. These options
                  are
                  granted pursuant to Section 3(9) of the Income Tax Ordinance (New
                  Version)
                  - 1961.
 
 g.
              The2003
                  Share Option Plan
 
 The
                  2003 Share Option Plan (the "2003 Share Option Plan") grants options
                  to
                  purchase Ordinary Shares. These options are granted pursuant to
                  the 2003
                  Share Option Plan for the purpose of providing incentives to employees,
                  directors, consultants and contractors of the
                  Company.
 
 With
                  respect to Section 102 Options, the Board of Directors elected
                  the
                  "Capital Gains Route" (see Note
                  8A).




F-22


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**





**Note
      7 - Shareholders' Equity (cont’d)**




**B.**
              **Share option plans
                (cont’d)**
 
 2.
              Generally,
                  grants in 2005, 2004 and 2003 were at exercise prices which reflect
                  the
                  market value of the Ordinary Shares at grant
                  date.
 
 3.
              Repricing
                  of options
 
 On
                  October 22, 2001, the Board of Directors of the Company resolved
                  to
                  reprice 439,815 options which had been granted to employees of
                  the Company
                  and its subsidiary under the 2000 Share Option Plan and the International
                  Plan. According to the resolution of the Board, the exercise price
                  of
                  these options was reduced to zero, subject to the following conditions:
                  the aggregate amount of options issued to the employee was reduced
                  by 25%;
                  the vesting period of all options was amended to a period of three
                  years
                  commencing on the date of resolution; and for a period of two years
                  commencing on the date of resolution the employee shall not be
                  permitted
                  to exercise the options if the market price on the date of exercise
                  shall
                  be under US$ 3.00 per share.
 
 The
                  repricing of the options was accounted for as new measurement date
                  in
                  accordance with FIN 44 and the Company recognized a stock compensation
                  expense of US$ 80 thousand and US$ 112 thousand, for the years ended
                  December 31, 2004 and 2003,
                  respectively.





F-23


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont’d)**





**B.**
              **Share
                  option plans (cont’d)**
 
 4.
              Stock
                  options under The Directors'Share Option Plan, The Radcom 3(9) Plan, The Radcom Bonus Plan,
                  The
                  International Plan, The 2000 Share Option Plan, The 2001 Share
                  Option Plan
                  and The 2003 Share Option
                  Plan:





**December
                31, 2005****Expiration
                (from****Vested**
            **Unvested**
            **Exercise
                price**
            **Vesting
                period**
            **resolution
                date)****No.
                of options**
            **US$**
            **Years**
            **Years**





The
                Directors'Share
                Option Plan
            **135,000**
            **-**
            **1.84**
            **3**
            **5**The
                RadcomBonus
                Plan
            **11,334**
            **-**
            **11.375-13.375**
            **3**
            **6**The
                Radcom3(9)
                Plan
            **532,800**
            **-**
            **2.3125-5.75**
            **3-6**
            **10**The
                InternationalPlan
            **177,290**
            **186,500**
            **0.00-3.875**
            **1-4**
            **10**The
                2000Share
                Option Plan
            **402,583**
            **-**
            **0.00-6.125**
            **3-4**
            **10**The
                2001Share
                Option Plan
            **414,000**
            **90,000**
            **0.51-1.84**
            **3-4**
            **10**The
                2003Share
                Option Plan
            **341,328**
            **821,219**
            **1.03-2.63**
            **3-4**
            **10****2,014,335**
            **1,097,719**








**December
                31, 2004****Expiration
                (from****Vested**
            **Unvested**
            **Exercise
                price**
            **Vesting
                period**
            **resolution
                date)****No.
                of options**
            **US$**
            **Years**
            **Years**





The
                Directors'Share
                Option Plan
            145,000
            45,000
            1.84-4.5
            3
            5The
                RadcomBonus
                Plan
            237,532
            -
            2.3125-13.375
            3
            6The
                Radcom3(9)
                Plan
            532,800
            -
            2.3125-5.75
            3-6
            10The
                InternationalPlan
            139,619
            177,339
            0.00-3.875
            1-4
            10The
                2000Share
                Option Plan
            449,691
            58,690
            0.00-6.125
            3-4
            10The
                2001Share
                Option Plan
            289,662
            232,504
            0.51
                - 1.84
            3-4
            10The
                2003Share
                Option Plan
            137,435
            805,525
            1.03-2.22
            2-4
            101,931,739
            1,319,058






F-24


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont'd)**




**B.**
              **Share option plans (cont'd)**
 
 5.
              Stock
                  options under The Directors Share Option Plan, The Radcom 3(9)
                  Plan, The
                  Radcom Bonus Plan, the International Plan, The 2000 Share Option
                  Plan, The
                  2001 Share Option Plan and The 2003 Share Option
                  Plan:










**Number
                of**
              **options**
            **Weighted**
              **average**
              **exercise**
              **price****US$**Options
                outstanding as at December 31, 2002
            2,687,016
            2.593Granted
                during 2003
            478,150
            1.180Exercised
                during 2003
            (14,826)
            0.297Expired
                during 2003
            (37,147)
            1.960Forfeited
                during 2003
            (107,827)
            1.031Options
                outstanding as at December 31, 2003
            3,005,366
            2.443Granted
                during 2004
            645,860
            2.044Exercised
                during 2004
            (79,932)
            0.783Expired
                during 2004
            (278,972)
            4.647Forfeited
                during 2004
            (41,525)
            1.060Options
                outstanding as at December 31, 2004
            3,250,797
            2.233Granted
                during 2005
            **404,000**
            **2.268**Exercised
                during 2005
            **(191,873)**
            **0.958**Expired
                during 2005
            **(253,675)**
            **3.031**Forfeited
                during 2005
            **(97,195)**
            **1.771**Options
                outstanding as at December 31, 2005
            **3,112,054**
            **2.226**





(1)
            As
                at December 31, 2005, 2004 and 2003, the number of options exercisable
                was
                2,014,335 1,931,739 and 1,741,599 respectively, and the total number
                of
                authorized options was 3,813,584, 4,207,800 and 3,711,814,
                respectively.







F-25


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont'd)**




**B.**
              **Share option plans (cont'd)**
 
 5.
              Stock
                  options under The Directors Share Option Plan, The Radcom 3(9)
                  Plan, The
                  Radcom Bonus Plan, The International Plan, The 2000 Share Option
                  Plan, The
                  2001 Share Option Plan and The 2003 Share Option Plan (cont'd)





**Options
                outstanding at December 31, 2005**
            **Options
                exercisable at December 31, 2005****Weighted
                average****Number**
            **Weighted
                average**
            **Remaining**
            **Number**
            **Weighted
                average****Exercise
                price**
            **outstanding**
            **Exercise
                price**
            **Contractual
                life**
            **exercisable**
            **exercise
                price****(US$
                per share)**
            
            **(in
                US$)**
            **(in
                years)**
            
            **(in
                US$)**





0.00
            214,977
            -
            5.805
            214,977
            -0.51
                - 1.90
            1,430,882
            1.569
            6.158
            1,033,122
            1.5872.12
                - 3.00
            1,024,861
            2.294
            6.746
            324,902
            2.4053.063
                - 3.9375
            85,000
            3.515
            3.532
            85,000
            3.5155.75
                - 13.375
            356,334
            6.054
            4.004
            356,334
            6.0543,112,054
            
            
            2,014,335








6.
            The
                weighted average fair values of options (including non-employees)
                granted
                during the years ended December 31, 2003, 2004 and 2005
                were:





**For
                exercise price on the grant date that:****Equals
                market price**
            **Less
                than market price****Year
                ended December 31**
            **Year
                ended December 31****2003**
            **2004**
            **2005**
            **2003**
            **2004**
            **2005**





Weighted
                averageexercise
                prices
            1.229
            2.082
            **2.268**
            1.030
            1.270
            **-**Weighted
                averagefair
                values ongrant
                date
            0.954
            1.495
            **1.350**
            0.901
            1.177
            **-**








7.  The
      following summarizes the departmental allocation of the stock-based compensation
      charge:





**Year
                ended December 31,****2005**
            **2004**
            **2003****US$
                ( (in thousands)**





Cost
                of sales
            **-**
            2
            5Research
                and development
            **-**
            43
            63Selling
                and marketing
            **-**
            34
            43General
                and administrative
            **12**
            15
            12**12**
            94
            123






F-26


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont'd)**





**C.**  **Effect
      of SFAS No. 123**





The
      unamortized balance of the compensation expenses according to SFAS No. 123
      in
      respect of these stock option grants amounted to US$ 822 thousand as of December
      31, 2005, of which US$ 471 thousand will be amortized in the year ended December
      31, 2006 and US$ 351 thousand will be amortized in accordance with the vesting
      period of the options by the end of fiscal 2009.





Had
      compensation expenses for stock options granted been determined based on the
      fair value at the grant dates, consistent with the method of SFAS No. 123,
      the
      effect on the results of operation for the years ended December 31, 2005, 2004
      and 2003 would have been as follows:





**Year
                ended**
            **Year
                ended**
            **Year
                ended****December
                31**
            **December
                31**
            **December
                31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Net
                income (loss) as reported
            **1,527**
            (1,678)
            (6,225)Add:
                compensation expenses according to APB 25included
                in the reported net income (loss)
            **12**
            94
            123Expenses
                according to SFAS No. 123
            **(669)**
            (561)
            (840)Net
                income (loss) - pro forma
            **870**
            (2,145)
            (6,942)





Basic
                net income (loss) per ordinary share asreported
                (US$)
            **0.10**
            (0.12)
            (0.59)Pro
                forma basic net income (loss) per ordinary share(US$)
            **0.06**
            (0.16)
            (0.66)Diluted
                net income (loss) per ordinary share asreported
                (US$)
            **0.10**
            (0.12)
            (0.59)Pro
                forma diluted net income (loss) per ordinaryshare
                (US$)
            **0.06**
            (0.16)
            (0.66)





The
      fair
      value of stock-based compensation awards granted were estimated using the
      Black-Scholes options pricing model with the following assumptions:





1.  The
      current price of the stock on the grant date is the fair market value of such
      date.





2.  Dividend
      yield of zero percent for all relevant years.





F-27




Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      7 - Shareholders' Equity (cont'd)**








**C.**
              **Effect
                of SFAS No. 123
                (cont'd)**
 
 3.
              Risk
                  free interest rates are as
                  follows:




**%**Year
                ended December 31, 2003
            
            1.5
                - 3.5Year
                ended December 31, 2004
            
            2.0
                - 3.8Year
                ended December 31, 2005
            
            3.8
                - 4.2





4.
            Expected
                lives of 2 - 10 years (as of the date of grant) for each option
                granted.





5.
            Expected
                annual volatility of 89% - 100%, 87% - 104% and 105% - 110% for the
                years
                ended December 31, 2005, 2004 and 2003,
                respectively.





**D.**
            **Warrants**




The
      number of warrants issued by the Company during the year ended December 31,
      2004
      were 962,887, with a per share weighted average exercise price of
      $2.253.





The
      following table summarizes information about warrants outstanding and
      exercisable as of December 31, 2005:





**Warrants
                outstanding****Number****outstanding**
            **Weighted****and
                exercisable**
            **average**
            **Weighted****as
                of**
            **remaining**
            **Average****Range
                of exercise**
            **December
                31**
            **contractual**
            **Exercise****price**
            **2005**
            **life
                (years)**
            **Price**





$
                2.253
            **634,631**
            0.25
            2.253**634,631**




F-28


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      8 - Taxes on Income**





**A.**  **Israel
      Tax Reform**





During
      2003, tax reform legislation was enacted with effect from January 1, 2003,
      which
      significantly changed the taxation basis of corporate and individual taxpayers
      from a territorial basis to a worldwide basis. From such date, an Israeli
      resident taxpayer will be taxed on income produced and derived both in and
      out
      of Israel. In respect of employee stock incentive plans, the tax reform codified
      past practice and determined three alternative tracks for taxing employee stock
      options. Where a trustee arrangement is in place, the employer can either claim
      an expense for tax purposes while the employee will be fully taxed up to the
      maximum marginal tax rate of 49% (the "Ordinary Income Route") or the employer
      can waive the tax expense and the employee will pay a reduced tax rate of 25%
      (the "Capital Gains Route"). Where there is no trustee arrangement, the employee
      is fully taxed and no expense is allowed to the employer. There are detailed
      provisions for implementing these tracks. The tax reform's new practice is
      not
      in effect for options granted before December 31, 2002. The options granted
      by
      the Company during 2003, 2004 and 2005 were granted pursuant to the Capital
      Gains Route.








**B.**
            **Tax benefits under the Law for the Encouragement of Capital Investments,
                1959**





The
      Law
      for the Encouragement of Capital Investments, 1959, (“the Law”), provides that a
      capital investment in eligible facilities may, upon application to the
      Investment Center of the Ministry of Industry and Commerce of the State of
      Israel, be designated as an “Approved Enterprise”.





Each
      certificate of approval for an Approved Enterprise relates to a specific
      investment program delineated both by its financial scope, including its capital
      sources, and by its physical characteristics, e.g., the equipment to be
      purchased and utilized pursuant to the program. Taxable income of a company
      derived from an Approved Enterprise is subject to company tax at the maximum
      rate of 25% (rather than the regular Corporate Tax rates) for the “Benefit
      Period”, a period of seven years commencing with the year in which the Approved
      Enterprise first generated taxable income (limited to 12 years from commencement
      of production or 14 years from the year of receipt of approval, whichever is
      earlier) and, under certain circumstances, extending to a maximum of ten years
      from the commencement of the Benefit Period. Tax benefits under the Law shall
      also apply to income generated by a company from the grant of a usage right
      with
      respect to know-how developed by the Approved Enterprise, income generated
      from
      royalties, and income derived from a service which is auxiliary to such usage
      right or royalties, provided that such income is generated within the Approved
      Enterprise’s ordinary course of business.





**1.**  **Programs**





In
      1994,
      the Company’s investment program in its Tel Aviv facility was approved as an
      Approved Enterprise under the Law. The Company elected the alternative package
      of benefits in respect thereof. The Company’s program for expansion of its
      Approved Enterprise to Jerusalem was submitted to the Investment Center for
      approval in October 1994 and the approval thereof was received in
      February 1995. In December 1996, The Company’s request for a second
      expansion of its Approved Enterprise in Jerusalem was approved by the Investment
      Center.





The
      period of benefits remaining under such approvals **** will
      expire in 2006, except for the second expansion program which expires in
      2008.




F-29


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      8 - Taxes on Income (cont'd)**





**B.**
            **Tax
                benefits under the Law for the Encouragement of Capital Investments,
                1959
                (cont'd)**





**1.** **Programs
      (cont** **'** **d)**





The
      benefits from the Company ' s
      Approved Enterprise status are dependent upon the Company fulfilling the
      conditions stipulated by the Law and the regulations published thereunder,
      as
      well as the criteria set forth in the approval for the specific investments
      in
      the Company ' s
      Approved Enterprise.


If
      the
      Company does not comply with these conditions, the tax benefits may be canceled,
      and the Company may be required to refund the amount of the canceled benefits,
      with the addition of linkage differences and interest.





As
      of the
      date of these financial statements, the Company believes it is in compliance
      with these conditions, although none of these benefits have been utilized by
      the
      Company to date.





**2.**  **Accelerated
      depreciation**





The
      Company is entitled to claim accelerated depreciation for a period of five
      years
      in respect of property and equipment relating to its Approved Enterprise. The
      Company has not utilized this benefit to date.





**3.**  **Changes
      to the Law**





On
      March
      30, 2005, the Israeli parliament approved a reform of the above Law. The primary
      changes are as follows:





·
            Companies
                that meet the criteria of the Alternate Path of tax benefits will
                receive
                those benefits without prior approval. In addition, there will be
                no
                requirement to file reports with the Investment Center. Audit will
                take
                place via the Income Tax Authorities as part of the tax audits. Request
                for pre-ruling is possible.





·
            Tax
                benefits of the Alternate Path include lower tax rates or no tax
                depending
                on area and the path chosen, lower tax rates on dividends and accelerated
                depreciation.





·
            In
                order to receive benefits in the Grant Path or the Alternate Path,
                the
                Industrial enterprise must contribute to the economic independence
                of the
                Country’s economy in one of the following
                ways:





1.
            Its
                primary activity is in the Biotechnology or Nanotechnology fields
                and
                pre-approval is received from the head of research and development
                at the
                Office of the Chief Scientist;





2.
            Its
                revenue from a specific country is not greater than 75% of its total
                revenues that year;





3.
            25%
                or more of its revenues are derived from a specific market of at
                least 12
                million residents.






F-30


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      8 - Taxes on Income (cont'd)**





**B.**
            **Tax
                benefits under the Law for the Encouragement of Capital Investments,
                1959
                (cont'd)**





**3.** **Changes
      to the Law (cont'd)**





·
            Upon
                the establishment of an enterprise, an investment of at least NIS
                300
                thousand in production machinery and equipment within three years
                is
                required.





·
            For
                an expansion, a company is required to invest within three years
                the
                higher of NIS 300 thousand in production machinery and equipment
                or a
                certain percentage of its existing production machinery and
                equipment.





In
      December 2005, based on the Law, the Company notified the Income Tax Authorities
      that the Company chose the 2004 fiscal year as the selected year for an
      additional expansion of its Approved Enterprise.








**C.**
            **Measurement
                of results for tax purposes under the Inflationary Adjustments Law,
                1985
                (the "Inflationary Adjustments
                Law")**





Under
      the
      Inflationary Adjustments Law, the Company's results for tax purposes are
      measured in real terms, in accordance with the changes in the Israeli
      CPI.


**D.**
              **Tax
                rates**





On
      June
      29, 2004, the Israeli Knesset (the Parliament) passed Income Tax Ordinance
      (No.140 and Temporary Order), 2004 (hereinafter - "the Amendment"). The
      Amendment provides for gradual reduction of the tax rates for companies, from
      the rate of 36% to the rate of 30%, in the following manner: in the 2004 tax
      year the tax rate will be 35%, in the 2005 tax year the tax rate will be 34%,
      in
      the 2006 tax year the tax rate will be 32%, and in the 2007 tax year and
      thereafter the tax rate will be 30%.





On
      July
      25, 2005 the Knesset passed the Law for the Amendment of the Income Tax
      Ordinance (No. 147 and
      Temporary Order) - 2005 (hereinafter - the Second Amendment).


The
      Second Amendment provides for a gradual reduction in the company tax rate in
      the
      following manner: in 2006 the tax rate will be 31%, in 2007 the tax rate will
      be
      29%, in 2008 the tax rate will be 27%, in 2009 the tax rate will be 26% and
      from
      2010 onward the tax rate will be 25%. Furthermore, as from 2010, upon reduction
      of the company tax rate to 25%, real capital gains will be subject to tax of
      25%.





These
      changes had no effect on the financial statements of the Company.







F-31


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**




**Note
      8 - Taxes on Income (cont'd)**





**E.** **Tax
      assessments**





The
      Company received final tax assessments for all years up to and including the
      tax
      year ended December 31, 2000.





On
      January 8, 2003, the Israeli tax authorities issued to the Company tax
      assessments for the years 1997 to 2000 according to their best estimate of
      the
      tax liability.


On
      January 29, 2004, the Company signed a final tax assessment agreement with
      the
      Israeli tax authorities for the years 1997 to 2000. According to the final
      tax
      assessment for those years, the Company's carryforward tax losses as at December
      31, 2003, was reduced by an amount of approximately US$ 3,464
      thousand.





**F.** **Carryforward
      tax loss**





The
      Company's carryforward tax losses were approximately US$ 16,506 thousand and
      US$
      20,096 thousand as of December 31, 2005 and 2004, respectively (see also Note
      8E). Such losses are available to offset any future taxable income of the
      Company without any limitation of time.





**G.** **US
      Subsidiary**





1.
              The
                  US subsidiary is taxed under United States federal and state tax
                  rules.
 
 2.
              The
                  US subsidiary's carryforward tax losses amounted to approximately
                  US$
                  10,908 thousand as of December 31, 2005 (2004 - US$ 10,866 thousand).
                  Such
                  losses are available to offset any future US taxable income of
                  the US
                  subsidiary and will expire in the years 2008 -
                  2025.





3.
            The
                US subsidiary has received final tax assessments for all years up
                to and
                including 1998.





**H.** **UK
      Subsidiary**





The
      UK
      subsidiary is taxed under United Kingdom tax rules. The UK subsidiary's
      carryforward tax losses amounted to approximately US$ 391 thousand as of
      December 31, 2005 (2004 - US$ 366 thousand). Such losses are available to offset
      any future taxable income of the UK subsidiary without any limitation of
      time.







F-32


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      8 - Taxes on Income (cont'd)**





**I.**  **Deferred
      taxes**





Deferred
      taxes reflect the net tax effects of temporary differences between the carrying
      amounts of assets and liabilities for financial reporting purposes and for
      tax
      purposes.





Significant
      components of the Company's deferred tax assets and liabilities are as
      follows:





**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





Tax
                asset in respect of:Carryforward
                losses
            **9,320**
            10,773Allowance
                for doubtful accounts
            **13**
            38Severance
                pay
            **172**
            185Vacation
                pay
            **229**
            263Research
                and development
            **628**
            556Employees’
                stock option compensation
            **49**
            69Other
            **52**
            170**10,463**
            12,054Less:
                valuation allowance
            **(10,463)**
            (12,054)**-**
            -








The
      Company has recorded a valuation allowance for all of its deferred tax assets
      because based on the weight of available evidence it is more likely than not
      that the deferred tax assets will not be realized.




F-33


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      8 - Taxes on Income (cont'd)**





**J.**  **Reconciliation
      of the theoretical tax expense and the actual tax expense**





A
      reconciliation of the theoretical tax expense, assuming all income is taxed
      at
      the statutory rates of 34% for the year ended December 31, 2005, of 35% for
      the
      year ended December 31, 2004 and 36% for the year ended December 31, 2003,
      applicable to income of companies in Israel, and the actual tax expense, is
      as
      follows:





**Year
                ended December 31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Income
                (loss) before taxes, as reported in thestatements
                of operations
            **1,527**
            (1,678)
            (6,225)Statutory
                tax on the above amount (according totax
                rate of 34% in 2005, 35% in 2004 and 36%in
                2003)
            **519**
            (587)
            (2,241)Tax
                effect on non-Israeli subsidiaries
            **1**
            (48)
            167Increase
                in taxes resulting frompermanent
                differences:Non-deductible
                operating expenses
            **49**
            52
            95Timing
                differences, net in respect of which nodeferred
                taxes were recorded
            **(39)**
            431
            430Losses
                in respect of which no deferred taxeswere
                recorded
            **21**
            286
            1,833Utilization
                of tax losses in respect of whichdeferred
                tax assets were not recorded in prior years
            **(861)**
            -
            -Differences
                in taxes arising from differencesbetween
                Israeli currency income and dollarincome,
                net *
            **310**
            (134)
            (284)Taxes
                on income
            **-**
            -
            -





*
            Resulting
                from the differences between the changes in the Israeli CPI (the
                basis for
                computation of taxable income of the Company) and the exchange rate
                of
                Israeli currency relative to the
                dollar.







F-34


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      9 - Supplementary Financial Statement Information**





**A.**  **Balance
      Sheet**





**1.**  **Cash
      and cash equivalents**





Cash
      and
      cash equivalents include short-term deposits denominated in US dollars of
      approximately US$ 8,165 thousand as of December 31, 2005, bearing an
      average annual interest of 4.16% (December 31, 2004 - US$ 5,520 thousand,
      bearing an average annual interest of 2.23%).





**2.**  **Marketable
      securities**





As
      of
      December 31, 2004, the Company held fixed rates bonds, which were marketable
      securities. The bonds were issued at par value and bear interest of 2.3%-2.5%
      per annum.





**3.**  **Trade
      receivables, net**





As
      of
      December 31, 2005 and 2004 trade receivables are presented net of an allowance
      for doubtful accounts of US$ 133 thousand and US$ 121 thousand, respectively.





The
      following are the changes in allowance for doubtful accounts:





**US$
                thousands**Balance
                at December 31, 2003
            
            
            
            109Additions
                during 2004
            
            
            
            15Deductions
                during 2004
            
            
            
            (3)Balance
                at December 31, 2004
            
            
            
            121Additions
                during 2005
            
            
            
            **49**Deductions
                during 2005
            
            
            
            **(37)**Balance
                at December 31, 2005
            
            
            
            **133**





**4.**  **Inventories**


**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





Raw
                materials
            **853**
            907Work
                in process
            **533**
            729Finished
                products
            **552**
            764**1,938**
            2,400







F-35


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      9 - Supplementary Financial Statement Information (cont'd)**





**A.**  **Balance
      Sheet (cont** **'** **d)**





**5.**  **Other
      current assets**


**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





Value
                Added Tax authorities
            **113**
            226Government
                of Israel - OCS
            **-**
            370Prepaid
                expenses
            **116**
            200Others
            **151**
            84**380**
            880





**6.**  **Other
      payables and accrued expenses**


**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





Employees
                and employee institutions
            **1,904**
            1,807Royalties
                - OCS
            **555**
            413Commissions
                payable
            **230**
            480Other
                royalties
            **211**
            171Allowance
                for product warranty
            **229**
            172Advances
                from customers
            **53**
            511Government
                of Israel tax authorities
            **99**
            153Others
            **733**
            497**4,014**
            4,204





**7.**  **Monetary
      balances in non-dollar currencies**


**December
                31, 2005****Israeli
                currency**
            **Other****Not**
            **Linked
                to the**
            **non-dollar****linked**
            **dollar**
            **currency****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Current
                assets
            **533**
            **-**
            **120**Current
                liabilities
            **2,366**
            **568**
            **27**








**December
                31, 2004****Israeli
                currency**
            **Other****Not**
            **Linked
                to the**
            **non-dollar****Linked**
            **dollar**
            **currency****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Current
                assets
            872
            -
            7Current
                liabilities
            1,939
            340
            8





The
      preceding tables reflect the exposure of the Company ' s
      monetary balances in non-dollar currencies to the effect of changes in the
      rate
      of exchange of the NIS or other non-dollar currencies, to the dollar at the
      indicated balance sheet dates.




F-36


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      9 - Supplementary Financial Statement Information (cont'd)**





**8.**  **Fair
      value of financial instruments**





The
      financial instruments of the Company consist mainly of cash and cash
      equivalents, trade receivables, assets held for severance benefits and accounts
      payables and accruals. Due to the short-term nature of such financial
      instruments, their fair value usually approximates to their carrying
      value.








**B.**  **Statement
      of Operations**





**1.**  **Sales**





(a) Sales
      -
      classified by geographical destination:


**Year
                ended December 31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





North
                America
            **8,793**
            4,452
            4,593Europe
            **8,641**
            8,536
            4,082Far
                East
            **3,313**
            2,295
            2,234Other
            **1,593**
            772
            294**22,340**
            16,055
            11,203





(b) Sales
      -
      classified by products


**Year
                ended December 31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Performer
                family
            **21,040**
            13,574
            7,593Prism
                and others
            **1,300**
            2,481
            3,610**22,340**
            16,055
            11,203





(c) Principal
      customers





In
      North
      America, the Company sells its products directly to end users or through
      independent manufacturers’ representatives. Outside North America the Company
      sells its products primarily through a global network of independent
      distributors for resale to end-users.





In
      2005,
      the Company had one customer in North America whose purchases contributed more
      than 10% of the total consolidated sales in the amount of US$ 4,322 thousand.
      In
      addition, the Company had one distributor in Europe whose purchases were US$
      2,196 thousand.





In
      2004,
      the Company had two distributors in Europe whose purchases separately
      contributed more than 10% of the total consolidated sales. The sales generated
      from these two distributors for the year ended December 31, 2004 were US$ 2,273
      thousand and US$ 1,918 thousand.





During
      years 2003, no sales to a single customer exceeded 10% of the total
      sales.




F-37


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      9 - Supplementary Financial Statement Information (cont'd)**





**B.**  **Statement
      of Operations (cont** **'** **d)**





**2.**  **Financing
      income, net**





**Comprised
      of:**


**Year
                ended December 31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Financing
                income:Interest
                from banks
            **270**
            118
            96Interest
                from employees
            **-**
            -
            1Exchange
                translation gain, net
            **-**
            -
            14**270**
            118
            111Financing
                expenses:Interest
                and bank charges on short- termbank
                credit
            **15**
            22
            18Exchange
                translation loss, net
            **20**
            18
            -**35**
            40
            18Financing
                income, net
            **235**
            78
            93








**Note
      10 - Related Party Balances and Transactions**





The
      Company carries out transactions with related parties as detailed below. Certain
      principal shareholders of the Company are also principal shareholders of
      affiliates known as the RAD-BYNET Group. The Company's transactions with related
      parties are carried out on an arm's-length basis.





1.
            Certain
                premises occupied by the Company and the US subsidiary are rented
                from
                related parties (see Note 6B).





2.
            Certain
                entities within the RAD-BYNET Group provided the Company with
                administrative services. Such amounts expensed by the Company are
                disclosed in Note 10(B) below as "Cost of sales, sales and marketing,
                general and administrative expenses". Additionally, certain entities
                within the RAD-BYNET Group perform research and development on behalf
                of
                the Company. Such amounts expensed by the Company are disclosed in
                Note
                10(B) below as "Research and development,
                gross".







F-38


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      10 - Related Party Balances and Transactions (cont'd)**








3.
            The
                Company purchased from certain entities within the RAD-BYNET Group
                software packages included in the Company's products and is thus
                incorporated into its product line.





Such
      purchases by the Company are disclosed in Note 10(B) as "Cost of Sales" and
      as
      "Research and development, gross".





4.
            The
                Company is party to a distribution agreement with Bynet Electronics
                Ltd.
                ("BYNET"), a related party, giving Bynet the exclusive right to distribute
                the Company's products in Israel and in certain parts of the West
                Bank and
                Gaza Strip.





Revenues
      related to this distribution agreement are included in Note 10(B) below as " Sales " .
      The
      remainder of the amount of " Sales " included
      in Note 10(B) below comprised of sales of the Company's products to entities
      within RAD-BYNET Group.





**A.** **Balances
      with related parties**


**December
                31****2005**
            **2004****US$
                (in thousands)**
            **US$
                (in thousands)**





Receivables:Trade
            **602**
            110Other
                current assets
            **4**
            -





Accounts
                payable:Trade
            **25**
            77Other
                payables and accrued expenses
            **-**
            9





**B.** **Expenses
      to or income from related parties**


**Year
                ended December 31****2005**
            **2004**
            **2003****US$
                (in thousands)**
            **US$
                (in thousands)**
            **US$
                (in thousands)**





Income:Sales
            **773**
            345
            134Expenses:Cost
                of sales
            **108**
            162
            158Operating
                expenses:Research
                and development, gross
            **201**
            260
            243Sales
                and marketing*
            **226**
            236
            238General
                and administrative
            **91**
            127
            74





*
            Sales
                and marketing includes US$ 5 thousand rental revenue from sublease
                agreement with an affiliate of the Company's principal
                shareholders.





**C.**
            Acquisition
                of fixed assets from related parties amounted to US$ 23 thousand,
                US$ 9
                thousand and US$ 23 thousand in the years ended December 31, 2005,
                2004
                and 2003, respectively.




F-39


Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      11 - Financial Instruments and Risk Management**





**A.**  **Concentration
      of credit risk**





Financial
      instruments that may subject the Company to significant concentrations of credit
      risk consist mainly of cash, investments and trade receivables.





Cash
      and
      cash equivalents, marketable securities and short-term deposits are maintained
      with major financial institutions in Israel and in the United
      States.





The
      Company grants credit to customers without generally requiring collateral or
      security. The Company performs ongoing credit evaluations of the financial
      condition of its customers. The risk of collection associated with trade
      receivables is reduced by the large number and geographical dispersion of the
      Company's customer base.








**B.**  **Concentrations
      of business risk**





Although
      the Company generally uses standard parts and components for products, certain
      key components used in the products are currently available from only one
      source, and others are available from a limited number of sources. The Company
      believes that it will not experience delays in the supply of critical components
      in the future. If the Company experiences such delays and there is an
      insufficient inventory of critical components at that time, the Company's
      operations and financial results would be adversely affected.





The
      Company revenues in any period generally have been, and may continue to be,
      derived from relatively small numbers of sales with relatively high average
      revenues per order. Therefore, the loss of any orders or delays in closing
      such
      transactions could have adversely affect, on the Company’s operations and
      financial results.





F-40




Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2005**


**Note
      12 - Recently Enacted Accounting Pronouncements**





1.
            In
                December 2004, the Financial Accounting Standards Board issued SFAS
                No.
                123 (revised 2004), “*Share-Based
                Payments”*(“SFAS 123R”). SFAS 123R requires entities to measure the cost of employee
                services received in exchange for an award of equity instruments
                based on
                the grant-date fair value of the award and recognize the cost over
                the
                period during which an employee is required to provide service in
                exchange
                for the award. SFAS 123R does not change the accounting guidance
                for
                share-based payment transaction with parties other than employees
                provided
                in SFAS 123 as originally issued and EITF Issue No. 96-18,*“Accounting
                for Equity Instruments That Are Issued to Other Than Employees for
                Acquiring, or in Conjunction with Selling, Goods or Services”.*SFAS
                123R is effective for public entities as of the beginning of the
                first
                annual reporting period that begins after June 15, 2005. Accordingly,
                the
                Company is required to adopt SFAS 123R on January 1, 2006. As a result,
                the Company will implement SFAS 123R using the modified prospective
                method. Under this method, the Company will begin recognizing compensation
                cost for all new awards and awards modified, repurchased or cancelled
                after January 1, 2006. Furthermore, the Company will be required
                to
                recognize compensation cost for unvested options as of January 1,
                2006,
                based on the grant date fair value attributable to the unvested portion
                of
                those awards, as previously calculated and reported for proforma
                disclosure purposes. The Company expects stock-based compensation
                expense
                under SFAS 123R, related to stock-based awards issued through fiscal
                2005,
                to be approximately US$ 472 thousand, US$ 245 thousand, US$ 98
                thousand and US$ 7 thousand in fiscal 2006, 2007, 2008, and 2009,
                respectively. In addition, the Company expects to grant additional
                stock-based awards which will result in additional stock-based
                compensation expense in future years.





2.
            In
                November 2004, the Financial Accounting Standards Board issued SFAS
                No.
                151,*“Inventory
                Costs - an amendment of Accounting Research Bulletin No. 43, Chapter
                4”*(“SFAS 151”). The amendments made by SFAS 151 clarify that abnormal
                amounts of idle facility expense, freight, handling costs and wasted
                materials (spoilage) should be recognized as current-period charges
                and
                require the allocation of fixed production overheads to inventory
                based on
                the normal capacity of the production facilities. The guidance is
                effective for inventory costs incurred during fiscal years beginning
                after
                June 15, 2005. The Company has not yet determined the impact, if
                any, the
                adoption of this standard will have on its consolidated financial
                position
                or results of operations.





3.
            In
                May 2005, the Financial Accounting Standards Board issued SFAS No.
                154,*“Accounting
                Changes and Errors Corrections”*(“SFAS
                154). SFAS 154 replaces APB Opinion No. 20,*“Accounting
                Changes”*,
                and FASB Statement No. 3,*“Reporting
                Accounting Changes in Interim Financial Statements”*,
                although it carries forward some of their provisions. SFAS 154 requires
                retrospective application to prior periods’ financial statements of
                changes in accounting principle, unless it is impracticable to determine
                either the period-specific effects or the cumulative effect of the
                change.
                A change in depreciation, amortization, or depletion method for
                long-lived, nonfinancial assets will be accounted for as a change
                in
                accounting estimate effected by a change in accounting principle.
                SFAS 154
                is effective for changes in accounting principle made in fiscal years
                beginning after December 15, 2005. The Company does not expect the
                adoption of SFAS 154 to have material impact on its consolidated
                financial
                position or result of operations.





F-41