**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,
      2006




**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**Ordinary
                Shares, NIS 0.05 par value per share**
            
            **NASDAQ
                Global Market**


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




**None.**




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




**None.**


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:




**16,232,277
      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 o No
x




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 o No
x




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. Yes
x 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):




Large
      accelerated filer oAccelerated
      filer oNon-accelerated
      filer x




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




Item 17 o  Item 18 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 o No
x







INTRODUCTION




RADCOM
      develops, manufactures, markets and supports innovative network test and service
      monitoring solutions for communications service providers and equipment
      vendors. 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 that 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 regarding 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” “RADCOM” and the “Company”
mean RADCOM Ltd. and its subsidiaries, unless otherwise indicated.




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







TABLE
      OF
      CONTENTS





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
            
            14C.    ORGANIZATIONAL
                  STRUCTURE
            
            27D.    PROPERTY,
                  PLANTS AND EQUIPMENT
            
            28ITEM
                4A.
            UNRESOLVED
                STAFF COMMENTS
            
            28ITEM
                5.
            OPERATING
                AND FINANCIAL REVIEW AND PROSPECTS
            
            28A.    OPERATING
                  RESULTS
            
            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
            
            48ITEM
                7.
            MAJOR
                SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
            
            48A.    MAJOR
                  SHAREHOLDERS
            
            48B.    RELATED
                  PARTY TRANSACTIONS
            
            49C.    INTERESTS
                  OF EXPERTS AND COUNSEL
            
            51




i




ITEM
                8.
            FINANCIAL
                INFORMATION
            
            51A.    CONSOLIDATED
                  STATEMENTS AND OTHER FINANCIAL INFORMATION
            
            51B.    SIGNIFICANT
                  CHANGES
            
            52ITEM
                9.
            THE
                OFFER AND LISTING
            
            52A.    OFFER
                  AND LISTING DETAILS
            
            52B.    PLAN
                  OF DISTRIBUTION
            
            53C.    MARKETS
            
            53D.    SELLING
                  SHAREHOLDERS
            
            53E.    DILUTION
            
            53F.    EXPENSES
                  OF THE ISSUE
            
            54ITEM
                10.
            ADDITIONAL
                INFORMATION
            
            54A.    SHARE
                  CAPITAL
            
            54B.    MEMORANDUM
                  AND ARTICLES OF ASSOCIATION
            
            54C.    MATERIAL
                  CONTRACTS
            
            59D.    EXCHANGE
                  CONTROLS
            
            60E.    TAXATION
            
            60F.    DIVIDENDS
                  AND PAYING AGENTS
            
            71G.    STATEMENT
                  BY EXPERTS
            
            71H.    DOCUMENTS
                  ON DISPLAY
            
            72I.    SUBSIDIARY
                  INFORMATION
            
            72ITEM
                11.
            QUANTITATIVE
                AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
            
            72ITEM
                12.
            DESCRIPTION
                OF SECURITIES OTHER THAN EQUITY SECURITIES
            
            72PART
                II
            
            
            73ITEM
                13.
            DEFAULTS,
                DIVIDEND ARREARAGES AND DELINQUENCIES
            
            73ITEM
                14.
            MATERIAL
                MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
                PROCEEDS
            
            73ITEM
                15.
            CONTROLS
                AND PROCEDURES
            
            73ITEM
                16.
            [RESERVED]
            
            74ITEM
                16A.
            AUDIT
                COMMITTEE FINANCIAL EXPERT
            
            74ITEM
                16B.
            CODE
                OF ETHICS
            
            74ITEM
                16C.
            PRINCIPAL
                ACCOUNTANT FEES AND SERVICES
            
            74




ii




ITEM
                16D.
            EXEMPTIONS
                FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES.
            
            75ITEM
                16E.
            PURCHASES
                OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
                PURCHASERS.
            
            75PART
                III
            
            
            75ITEM
                17.
            FINANCIAL
                STATEMENTS
            
            75ITEM
                18.
            FINANCIAL
                STATEMENTS
            
            75ITEM
                19.
            EXHIBITS
            
            76SIGNATURE
            
            78





iii


**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, 2005 and 2006 and for each of the years ended
      December 31, 2004, 2005, and 2006 from our consolidated financial
      statements and notes included in this annual report. The selected consolidated
      financial data as of December 31, 2002, 2003 and 2004 and for the years
      ended December 31, 2002 and 2003 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. All references to “dollar,”
“dollars” or “$” in this annual report are to the “U.S. dollar” or “U.S.
      dollars.” All references to “NIS” are to the New Israeli Shekels.




1





Year
                Ended December 31,(in
                thousands of U.S. dollars - except weighted average number of ordinary
                shares, and basic and diluted income (loss) per ordinary
                share)2002
            
            2003
            
            2004
            
            2005
            
            2006Statement
                of Operations Data:RevenuesProducts
            
            $
            14,028
            
            $
            10,228
            
            $
            13,956
            
            $
            20,514
            
            $
            20,641Services
            
            
            563
            
            
            975
            
            
            2,099
            
            
            1,826
            
            
            2,90014,591
            
            
            11,203
            
            
            16,055
            
            
            22,340
            
            
            23,541Cost
                of revenuesProducts
            
            
            5,019
            
            
            4,854
            
            
            5,045
            
            
            7,290
            
            
            7,213Services
            
            
            28
            
            
            40
            
            
            82
            
            
            108
            
            
            1835,047
            
            
            4,894
            
            
            5,127
            
            
            7,398
            
            
            7,396Gross
                profit
            
            
            9,544
            
            
            6,309
            
            
            10,928
            
            
            14,942
            
            
            16,145Operating
                expenses:Research
                and development
            
            
            6,481
            
            
            5,593
            
            
            5,232
            
            
            5,815
            
            
            6,826Less
                - royalty - bearing participation
            
            
            2,328
            
            
            1,997
            
            
            1,722
            
            
            1,735
            
            
            1,904Research
                and development, net
            
            
            4,153
            
            
            3,596
            
            
            3,510
            
            
            4,080
            
            
            4,922Sales
                and marketing
            
            
            8,306
            
            
            7,411
            
            
            6,983
            
            
            7,881
            
            
            9,196General
                and administrative
            
            
            2,018
            
            
            1,620
            
            
            2,191
            
            
            1,689
            
            
            2,553Total
                operating expenses
            
            
            14,477
            
            
            12,627
            
            
            12,684
            
            
            13,650
            
            
            16,671Operating
                income (loss)
            
            
            (4,933
            )
            
            (6,318
            )
            
            (1,756
            )
            
            1,292
            
            
            (526
            )Financing
                income, net
            
            
            217
            
            
            93
            
            
            78
            
            
            235
            
            
            472Net
                income (loss) for the year
            
            
            (4,716
            )
            
            (6,225
            )
            
            (1,678
            )
            
            1,527
            
            
            (54
            )Basic
                net income (loss) per ordinary share
            
            $
            (0.45
            )
            $
            (0.59
            )
            $
            (0.12
            )
            $
            0.10
            
            $
            (0.00
            )Weighted
                average number of ordinary shares used to compute basic net income
                (loss)
                per ordinary share
            
            
            10,492,050
            
            
            10,493,184
            
            
            13,453,509
            
            
            14,696,090
            
            
            15,894,036Diluted
                net income (loss) per ordinary share
            
            $
            (0.45
            )
            $
            (0.59
            )
            $
            (0.12
            )
            $
            0.10
            
            $
            (0.00
            )Weighted
                average number of ordinary shares used to compute diluted net income
                (loss) per ordinary share
            
            
            10,492,050
            
            
            10,493,184
            
            
            13,453,509
            
            
            15,561,585
            
            
            15,894,036Balance
                Sheet Data:Working
                capital
            
            $
            10,707
            
            $
            5,702
            
            $
            10,051
            
            $
            12,987
            
            $
            15,783Total
                assets
            
            $
            19,429
            
            $
            14,403
            
            $
            20,129
            
            $
            23,790
            
            $
            27,753Shareholders’
                equity
            
            $
            12,344
            
            $
            6,246
            
            $
            10,024
            
            $
            12,485
            
            $
            15,373





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




Not
      applicable .





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




Not
      applicable.




2


**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, 2004, and 2006,we incurred  losses, and we also
      incurred a loss in the first quarter of 2007 of $2.8 million, mainly as a result
      of the combination
      of weakness in the 3G Cellular market, longer average sales cycles and internal
      execution problems. We
      may
      incur losses in the future, which could materially affect our cash and adversely
      affect the value and market price of our shares.





**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;




·
            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 sale 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 a reliable 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.




3




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 generally 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, and also lead 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.




·
            Except
                for our cost of revenues, 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.




·
            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 ordinary shares may fall.




**A
      slowdown in the telecommunications industry generally, or in the sectors of
      the
      industry that we target (currently primarily 3G Cellular and triple-play
      networks), 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
      next-generation 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.




4




**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. Furthermore,
      during the first quarter of 2007, we were affected by a slowdown in the pace
      of
      new 3G Cellular deployments. 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 in which we do business are affected. Industry
      consolidation may slow down the implementation of new systems and technologies.
      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 changes of which 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 that year.




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 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.




5




**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.




**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.




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.




6




**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 and China 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 whom 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
      each of 2005 and 2006. 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 accounted for a total of approximately 47.2% of our sales
      in 2004, 36.1% of our sales in 2005 and 40.7% of our sales in 2006. 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. None of our distributors accounted for more than 10% of
      our
      sales in 2006. 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 that are incorporated in
      our
      products. Defects in systems in which our products are deployed, 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 for one year. 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 to 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.




7




·
            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 planned growth, our business and operating
      results could be adversely affected.**




Our
      planned growth has placed, and is expected to continue to place, significant
      demands on our management and our administrative and operational resources.
      To
      manage our planned 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
      planned growth. Any failure to manage planned growth ****** could
      have an adverse effect on our business, financial condition and results of
      operations.




**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-competition, 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 certain 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
      may be subject to litigation, including without limitation, 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.




8




**Yehuda
      Zisapel and Zohar Zisapel, beneficially own approximately 33.3% of our ordinary
      shares and therefore have significant influence over the outcome of matters
      requiring shareholder approval, including the election of
      directors.**




As
      of
      June 15, 2007, Yehuda Zisapel and Zohar Zisapel (our Chairman of the Board
      of
      Directors), who are brothers, beneficially owned an aggregate of 5, 475,662
      ordinary shares, representing approximately 33.3% 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 that
      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.




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




While
      we
      are headquartered in Israel, approximately 96.6% of our sales in 2005 and 98.5%
      of our sales in 2006 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 geographic
                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, branches or 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.




9




**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 United States Securities and
      Exchange Commission (the “SEC”). The SEC, as directed by Section 404 of the U.S.
      Sarbanes Oxley Act of 2002, adopted rules requiring 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 issue an adverse opinion on our
      internal control over financial reporting. 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.




In
      a
      release issued on December 15, 2006, the SEC extended the date by which a
      f oreign
      private issuer that is a non-accelerated
      filer must comply with the disclosure requirements of Section 404 regarding
      management’s report on internal control over financial reporting to the
      annual report for fiscal years ending on or after December 15, 2007, and
      regarding the Section 404(b) requirement to provide an independent auditor’s
      attestation, to the annual reports for fiscal years ending on or after
      December 15, 2008.




If
      we
      determine that we are not in compliance with Section 404, we may be
      required to implement new internal control procedures and re-evaluate our
      financial reporting. We may experience higher than anticipated operating
      expenses as well as outside auditor fees during the implementation of these
      changes and thereafter. Further, we may need to hire additional qualified
      personnel in order for us to be compliant with Section 404. If we are
      unable to implement these changes effectively or efficiently, it could harm
      our
      operations, financial reporting or financial results and could result in our
      conclusion that our internal controls over financial reporting are not
      effective.




**Our
      adoption of SFAS 123(R) will result in ongoing accounting charges that will
      significantly reduce our net income.**




In
      December 2004, the Financial Accounting Standards Board (the “FASB”) issued
      Statement of Financial Accounting Standards No. 123 (revised 2004) “Share-Based
      Payment” ( “SFAS 123(R)”), which requires all companies to measure compensation
      expense for all share-based payments (including employee stock options) at
      fair
      value, and which became effective for public companies for annual reporting
      periods of fiscal years beginning after June 15, 2005. Our adoption of SFAS
      123(R) required us to record an expense of $558,000 for stock-based compensation
      plans during 2006 and will continue to result in ongoing accounting charges
      that
      will significantly reduce our net income. See Note 6 of our Notes to the
      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—Additional Information—Taxation—United States
      Federal Income Tax Considerations—Taxation of Ordinary Shares—Passive Foreign
      Investment Company Status,” if for any taxable year our passive income, or our
      assets that 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, including gain on
      the
      disposition of our ordinary shares being treated as ordinary income and any
      resulting U.S. federal income tax being increased by an interest charge. Rules
      similar to those applicable to dispositions generally will apply to certain
      “excess distributions” in respect of our ordinary shares. 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.




10




**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
                worldwide;




·
            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.




**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.**




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 available 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. ******




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




We
      are
      currently in compliance with all requirements for continued listing on the
      NASDAQ Global Market (the “NASDAQ”). 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 Global
      Market. If we fail to comply with any of the continued listing requirements,
      we
      could be delisted from the NASDAQ Global Market. Our shares would then be quoted
      on the NASDAQ Capital 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 compliance with certain continued listing requirements of the NASDAQ
      Global 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. Further, during 2007, the lowest
      closing price of our ordinary shares on the NASDAQ Global Market was $1.33
      per
      share. If our share price continues to decline we might be unable to satisfy
      the
      NASDAQ Global Market continued listing requirement of a minimum bid price of
      a
      $1 per share.




11




***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. During the third quarter of 2006, Israel was engaged in war with the
      Hezballah in Lebanon; however, the war did not materially affect the Company’s
      results.




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.




All
      male
      adult citizens and permanent residents of Israel under the age of 51 are, unless
      exempt, obligated to perform 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. Given these requirements, we believe that we have
      operated relatively efficiently since beginning operations in 1991 and since
      increased hostilities with the Palestinians beginning in October 2000. In
      addition, our operations were not materially affected by the war with Lebanon
      that took place during the third quarter of 2006. 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 military reserve
      requirements.




12




**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 if the value
      of
      the New Israeli Shekel against the dollar increases.**




A
      portion
      of our expenses, primarily labor expenses, is incurred in 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. Further, during certain
      periods of 2007 the dollar decreased in value relative to the NIS by about
      5%
      compared to the level at the end of 2006. Although this trend started to shift
      back recently, if this trend towards devaluation continues, it, coupled with
      a
      high inflation rate in Israel, may 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 that may be
      discontinued or reduced.**




We
      currently receive grants and potential 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 to 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 (the “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.




Finally,
      Israeli tax law treats some acquisitions, such as stock-for-stock exchanges
      between an Israeli company and a foreign company less favorably than do 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.




13




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 an acquisition of us. This result could prevent a change
      of
      control over us and depress our ordinary shares’ market price 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 auditors named in this annual
      report.**




We
      are
      incorporated in Israel. All of our executive officers and directors named in
      this annual report are non-residents of the United States, except for Avi Zamir
      who is a resident of the United States. 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, and since February 20,
      2006, on the Tel-Aviv Stock Exchange (the “TASE”). Trading in our ordinary
      shares are traded on these markets in different currencies (U.S. dollars on
      the
      NASDAQ and New Israeli Shekels on the 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 to the trading volume on the 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 as a result of the
      factors described above, as well as in this paragraph, and because of
      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** ****




Both
      our
      legal and commercial name is RADCOM Ltd, and we are a corporation. RADCOM Ltd.
      was incorporated in 1985 under the laws of the State of Israel, and we commenced
      operations in 1991. The principal legislation under which we operate is the
      Israeli Company Laws 1999 (the “Israeli Companies Law”). 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. (“RADCOM Equipment, Inc.”), a New Jersey corporation. RADCOM Equipment 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. (“RADCOM Investments”), located at our
      office in Tel Aviv, Israel; its telephone number is the same as ours
      (972-3-645-5055). 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 44-1454-878827.




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




Below
      are
      the definitions of certain technical terms that are used throughout this 20-F
      and that are important for understanding our business.




14




**GLOSSARY**


3G
            
            A
                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.




15




**Overview**




We
      develop, manufacture, market and support innovative network test and service
      monitoring solutions for communications service providers and equipment vendors.
      We specialize in next generation cellular as well as voice, data and video
      over
      IP networks. Our solutions are used in the development and installation of
      network equipment and in the maintenance of operational networks. 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
      currently offer the following solutions:




*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 a powerful network analysis
      and
      test solutions available to the Cellular, VoIP and data communications industry.
      Our network analyzers support over 700 protocols with multiple interfaces,
      allowing users to troubleshoot and analyze the most complex and advanced
      networks, quickly and simply.




**Our
      Customers and the Market for Our Solutions**




The key
      benefits of our solutions to markets and customers are described
      below;




*For
      Developers* :
      Reduced
      time to market, reduced development costs, automated testing and application
      versatility from research and development(“ R&D”) to QA (quality assurance)
      through final testing and field service.




*For
      Service Providers/Enterprises:*




·
            reduced
                quality degradation, reduced outages, improved network utilization
                and
                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;
                and


·
            decreased
                support costs through centralized management, portable high-end solutions
                for in-depth troubleshooting, ability to offer premium SLAs (service
                level
                agreements) 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 of our product fall into four main categories:




·
            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. and




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




16




*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. **




**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
                and expanding our top-tier customer base and 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;




·
            Repeating
                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;




·
            Maintaining
                technological leadership while addressing the needs of emerging technology
                markets;




·
            Partnering
                with companies that offer complementary solutions and applications;
                and




·
            Carrying
                out synergistic acquisitions of companies in tangent markets to broaden
                our solution portfolio and our sales and marketing
                reach.




Our
      sales
      network includes North America through our wholly-owned U.S. subsidiary, RADCOM
      Equipment, a sales office in China and, in the rest of the world, a network
      of
      more than 35 distributors selling in over 35 countries. RADCOM Equipment
      sells our products to end-users through a direct sales force and through 10
      independent sales 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.
      For these reasons, the demand for new testing and monitoring equipment is
      growing. For example, analysis from Frost & Sullivan, World VoIP Monitoring
      Solution Markets, reveals that the revenue in this industry totaled $50.7
      million in 2004 and projects to reach $297.1 million in 2011.




17





**Products
      and Solutions**




We
      categorize our products into two primary lines: (i) the Omni-Q
      network monitoring solution and
      (ii) the Performer Family.




**The
      Omni-Q 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 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 R70 probe
                and
                Performer family platforms, 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. The R70 probe platform
                is an
                embedded Linux platform, based on our GearSet technology. The GearSet
                is a
                technology extension of our successful GEAR chip technology, allowing
                a
                full session tracing and analysis in a chip set and permitting wirespeed
                analysis of network services.




·
            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:




·
            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), long term evolution (LTE),
                IMS,
                UMTS Release 6 and CDMA Rev’ A or evolution data voice (EVDV);




·
            successful
                delivery of advanced services such as VoIP, IPTV and video conferencing;
                and




·
            proactive
                management of 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) usethe
                Omni-Qin
                four main areas:




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




·
            Performance
                - to analyze the behavior of network components and customer network
                usage
                in order to understand trends, performance and optimization (i.e.,
                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.




18




·
            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 Wireline monitoring solution gives service providers, incumbent
                local exchange carriers (ILECs) and cable/multi-system operators(MSOs)
                complete visibility into the voice, video or TV 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
      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 our main differentiating
      technology. It is a proprietary, one-chip analyzer processor designed to provide
      on all layers wirespeed testing performance, independent of protocols and
      technologies,. 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 gigabytes per second (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;
                and




·
            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.




19




*Network
      Protocol Analyzer*




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 700 communication protocols. The Network Protocol Analyzer, a fully
      distributed system, 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
      networks 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
      RANalysis is a solution that enables fast and easy RAN analysis in UMTS
      networks. With the RANalysis, different types of RAN problems can be identified.
      And with the number of services, mobile devices, and customers expected to
      grow
      every year, radio-optimization engineers need a long-term solution that can
      provide a quick and easy view of problems in the cells. RANalysis offers
      engineers rich functionality, with an easy-to-use application and focused
      reports. RANalysis changes the way deep UMTS radio analysis is done. Based
      on a
      vast amount of detailed radio measurements, RANalysis supports the RAN
      optimization process, reduces the huge expenses involved in drive-testing and
      helps shorten radio troubleshooting turnaround time.




*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:




·
            SIPSim
                - The SIPSim is a SIP services load generator that focuses on high-stress
                load testing of any SIP application. The SIPSim provides high 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 Mcapability (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,
                including softswitch, SBC and IMS networks. Using the SipStudio,
                the user
                can build scripts to customize the SipSim to simulate almost any
                call
                flow. This is especially important in the IMS environment, where
                network
                topology is complex and each new service introduces a new flow;




20




·
            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;




·
            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; and




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




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




·
            Part
                of our legacy product line is the PrismLite and PNNI simulation.
                The
                PrismLite addresses 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.The PNNI simulation product, a software application used to test
                ATM
                switches running the Private Network to Network Interface (PNNI)
                protocol.
                This application 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 fiscal
      years 2004, 2005 and 2006 by product:




Year
                ended December 31,2004
            
            2005
            
            2006(in
                thousands of U.S. dollars)The
                Omni Q Family
            
            $
            200
            
            $
            3,940
            
            $
            15,765The
                Performer Family and others
            
            $
            15,855
            
            $
            18,400
            
            $
            7,776Total
            
            $
            16,055
            
            $
            22,340
            
            $
            23,541


**Sales
      and Marketing**




We
      sell
      our products in North America through our wholly-owned U.S. subsidiary, RADCOM
      Equipment, which sells our products to end-users primarily directly or through
      independent representatives. Most of these representatives have exclusive rights
      to the distribution of our products in their respective geographical areas
      throughout North America (with the exception of 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 representatives and our other sales
      and
      marketing efforts in North America are coordinated by RADCOM
      Equipment’s employees, who also provide product support to our North American
      customers. The independent 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, which invoices the end-user customers and collects payment directly,
      and then pays commissions to the representative for the sales in their
      territory. The commission is between 7.5% and 15%, depending on the agreement RADCOM
      Equipment has with the individual representative.




21




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 35 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, Singapore, Korea 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. 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. 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
      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
      the 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 indicates the approximate breakdown of our revenue by territory:




Year
                ended December 31,
            
            Year
                ended December 31,(in
                millions of U.S. dollars)
            
            (in
                percentage)2004
            
            2005
            
            2006
            
            2004
            
            2005
            
            2006North
                America
            
            
            4.5
            
            
            8.8
            
            
            7.6
            
            
            27.7
            %
            
            39.5
            %
            
            32.3
            %Europe
            
            
            8.5
            
            
            8.6
            
            
            9.4
            
            
            53.1
            
            
            38.5
            
            
            40.0Asia
                Pacific
            
            
            2.3
            
            
            3.3
            
            
            2.6
            
            
            14.3
            
            
            14.8
            
            
            11.1South
                America
            
            
            0.2
            
            
            0.7
            
            
            2.6
            
            
            1.2
            
            
            3.2
            
            
            11.1Others
            
            
            0.6
            
            
            0.9
            
            
            1.3
            
            
            3.7
            
            
            4.0
            
            
            5.5Total
                revenues
            
            
            16.1
            
            
            22.3
            
            
            23.5
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %




**Seasonality
      of Our Business**




Generally,
      we are affected by the capital spending of the end-users of our products. These
      end-users tend to spend more towards the end of their fiscal year, which is
      typically the end of the calendar year, resulting in more orders during the
      second half of the year compared to the first half of the year. This has been
      the pattern over the last few years.




**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 them in using
      our products more efficiently.




22




In
      addition to our direct service and support activities, our representatives
      in
      North America and our distributors worldwide provide to end-user customers
      sales, service and technical support functions for our products in their
      respective territories. We organize annual technical seminars in different
      areas
      of the world 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 warranty, 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 bug fixing and full hardware
      repair of any faulty units. Generally the cost of the extended warranty is
      based
      on a percentage of the overall cost of the product as an annual maintenance
      fee.
      For the Prism products the cost is fixed.




**Manufacturing
      and Suppliers**




Our
      manufacturing facilities, which are located in Tel Aviv, 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 that we include in our product line are being
      developed by unaffiliated subcontractors. The manufacturing processes and
      procedures are generally ISO 2000 and ISO 14000 certified.




**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 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 $5.2 million in 2004, $5.8
      million in 2005 and $6.8 million in 2006, representing 32.6%, 26.0% and 28.9%
      of
      our sales, respectively. Aggregate research and development expenses funded
      by
      the Office of the Chief Scientist were approximately $1.7 million in 2004,
      $1.7
      million in 2005 and $1.9 million in 2006. For more information on the Office
      of
      the Chief Scientist, see “Israeli Office of the Chief Scientist” below. We
      expect to continue to invest significant resources in research and
      development.




As
      of
      December 31, 2006, our research and development staff consisted of 71
      employees. Research and development activities take place at our facilities
      in
      Tel Aviv. We occasionally use independent subcontractors for portions of our
      development projects.




23




**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, (the
      “Chief Scientist”). Grants received under such programs are repaid through a
      mandatory royalty based on revenues from products (and related services)
      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 Law for the Encouragement of Research and Development in Industry, 1984
      and the regulations promulgated thereunder (the “R&D Law”).




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 (the “Research
      Committee”) are usually eligible for grants of up to 50% of certain approved
      expenditures of such programs, as determined by this Research
      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 products), 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 2006, 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 was supposed 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, upon notification to the Chief Scientist,
      up to
      10% of the manufacturing volume may be performed outside of Israel; furthermore,
      with the approval of the Chief Scientist, a greater portion 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. The R&D Law further 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 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 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.




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 permits
      the transfer of Chief
      Scientist -funded
      know-how outside of Israel, under certain circumstances and subject to the Chief
      Scientist ’s
      prior
      approval, only 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.




24




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.




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, 2006, our contingent liability to the
      Office of the Chief Scientist in respect of grants received was approximately
      $20.9 million.




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




We
      received from the Binational
      Industrial Research and Development Foundation (the “ BIRD
      Foundation”) funding for the research and development of products. At
      December 31, 2006, our contingent liability to the BIRD Foundation for
      funding received was approximately $306,000. 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 trademarks for the
      names PrismLite, Omni-Q, MediaPro, GearSet 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.




25




**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;




·
            product
                fit to customer workflow and
                procedures;




·
            support
                of the required interfaces and
                protocols;




·
            support
                of the right services;




·
            quality
                of the software and the hardware;




·
            technical
                features;




·
            multitechnology
                support;




·
            price;




·
            customer
                service and support;




·
            ease
                of use; and




·
            ability
                to integrate with other information
                systems.




Our
      principal competitors are Agilent , Tektronix, NetHawk, Anritsu (Nettest),
      SPIRENT Communications, Sunrise Telecom Inc., Empirix and Brix Networks. 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.




**Employees**




As
      of
      December 31, 2006, we had 129 permanent employees and 8 temporary employees
      located in Israel, 15 permanent employees of RADCOM Equipment
      located in the United States and 10 permanent employees in total located in
      Spain, Singapore, Korea and China, collectively. Of the 137 employees located
      in
      Israel, 71 were employed in research and development, 18 in operations
      (including manufacturing and production), 37 in sales and marketing and 11
      in
      administration and management. Of the 15 employees located in the United States,
      12 were employed in sales and marketing and 3 were employed in administration
      and management. All the 10 employees located in Spain, Singapore, Korea and
      China, were employed in sales and marketing. We consider our relations with
      our
      employees to be good and we have never experienced a labor dispute, strike
      or
      work stoppage. Most of our permanent employees have employment agreements and
      none of our employees are represented by labor unions. 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.




26




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 employee’s 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 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 June 15, 2007, 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
      is
      currently not active, but in the past conducted 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:




Name
                of Subsidiary
            
            Jurisdiction
                of IncorporationRADCOMEquipment,
                Inc.
            
            United
                StatesRADCOM
                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. Our Company has limited
      competition with RADVision Ltd., which supplies as part of its 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.




27




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




We
      do not
      own any real property. We currently lease an aggregate of approximately 2,462
      square meters of office premises in Tel Aviv, which includes 2,196 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 2006, aggregate annual lease and
      maintenance payments for the Tel Aviv premises were approximately $519,000,
      of
      which approximately $384,000 was paid to affiliates of our principal
      shareholders. We may, in the future, lease additional space from affiliated
      parties. We also lease premises in Paramus, New Jersey from an affiliate. In
      2006, we leased approximately 6,131 square feet from an affiliate, 276 square
      feet of which we now sub-lease to a related party. In 2006, aggregate annual
      lease payments for the premises were approximately $139,000 and we
      received $5,000 from the related party for those sub-leases. We also lease
      approximately 142 square meters in Beijing. In 2006, our aggregate annual lease
      payments for those premises were approximately $26,000. 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, as amended, and the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”). 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 -
      including those identified below, as well as certain factors - including, but
      not limited to, those set forth in “Item 3—Key Information—Risk Factors” - are
      only predictions and are subject to risks, uncertainties, and assumptions that
      are difficult to predict. 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.




**Overview**




We
      develop, manufacture, market and support innovative network test and service
      monitoring solutions for communications service providers and equipment vendors.
      We specialize in next generation cellular as well as voice, data and video
      over
      IP networks. Our solutions are used in the development and installation of
      network equipment and in the maintenance of operational networks. Our products
      facilitate fault management, network service performance monitoring and
      analysis, troubleshooting and pre-mediation, the latter
      of
      which refers to the ability to collect network information for a third-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.




28




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
      infrastructures.




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 year 2006,
      we
      continued to focus our resources on 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. Through 2005, our Performer family was the main driver
      increasing our revenues. In 2006 our comprehensive monitoring solution started
      to evolve as our main product. As a result of these developments, we enjoyed
      increased sales across all converged network product lines and the average
      size
      of our deals began to rise.




Our
      net
      sales for 2006 were $23.5 million, compared with $22.3 million in fiscal year
      2005. Net loss for 2006 was $54,000, compared with net income of $1.5 million
      in
      fiscal 2005. We recorded negative cash flow of $8.5 million for 2006 compared
      with a positive cash flow of $4.0 million for 2005.




In
      2007,
      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 (Informa Telecoms & Media, WCIS and 3G America)
      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. However, in the first quarter of 2007 we
      identified weakness in our sales and marketing capabilities in North America
      and
      the Far East that have temporarily hindered our ability to take advantage of
      the
      strong potential of these markets, and that have significantly impacted our
      sales. Among the key factors that will influence our 2007 performance are the
      continued evolution of the global telecommunications industry towards converged
      services and our customers’ perspective regarding the prospects for improving
      conditions, together with our ability to rectify our execution issues.




*Revenues.* Our
      revenues are derived primarily from sales of our products and, to a lesser
      extent, from sales of warranty services. Product revenues
      consist of gross sales of products, less discounts, refunds and returns.




29




*Cost
      of sales* .
      Cost of
      sales consists primarily of our manufacturing costs, warranty expenses,
      allocation of overhead expenses and royalties to the Chief Scientist. As
      part
      of our plan to reduce product cost and improve manufacturing flexibility, we
      have shifted
      to a subcontracting model for the manufacturing of our products .
      Currently, the functions performed by us are the planning and integration of
      other companies’ solutions into our products, while the subcontractors purchase
      the component parts, assemble the product and test it. These functions can
      be
      divided as follows:




RADCOM
            
            SubcontractorPlanning
            
            Purchase component partsIntegration
            
            AssemblyTesting




We
      provide a non-binding rolling forecast every quarter for the coming year, and
      submit binding purchase orders quarterly for material needed in the next
      quarter. Purchase orders are generally filled within three months 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 subcontractor already bought
      components based on a purchase order, we would reimburse the subcontractor
      for
      any losses incurred relating to the subcontractor’s disposal of such components.
      The subcontracting arrangements are generally governed by one-year contracts
      that are automatically renewable and that 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. 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 directly and through 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.




30




*Sales
      and Marketing* .
      Sales
      and marketing expenses consist primarily of salaries, commissions to
      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.




***Additional
      Expense for Share-Based Compensation***




SFAS
      123(R), Share-Based Payment, which requires all companies to measure
      compensation expense for all share-based payments (including employee stock
      options) at fair value, became effective for public companies for fiscal years
      beginning after June 15, 2005. As a result of SFAS 123(R) we have been required
      to record an expense for stock-based compensation plans which has resulted
      in
      ongoing accounting charges that have significantly reduced our net income.
      For
      further information, see the section entitled “Share-Based Compensation” in Note
      6 of the Notes to our Consolidated Financial Statements.




**Summary
      of Our Financial Performance in Fiscal Year 2006**




During
      the year **** ended
      December 31, 2006 our revenues increased by 5.4% to $23.5 million, while our
      loss for the year increased to approximately $54,000.




During
      fiscal 2006, our cash, cash equivalents and short-term deposits decreased by
      $0.5 million, of which $2.6 million of our cash, cash equivalents and short-term
      deposits was used in operating activities. Of this amount, $2.4 million was
      provided from the sale of shares under our share option plans and exercise
      of
      warrants. Capital expenditures in fiscal 2006 amounted to $0.3 million.




*Revenues.* We
      experienced a rise in sales quarter over quarter during the first three quarters
      of 2006, reflecting an increase in deals from major operators throughout the
      world with growing strength in South America, an important focus region for
      us.
      However, in the first quarter of 2007, the combination of weakness in the 3G
      Cellular market, longer average sales cycles and internal execution problems,
      led to a significant decrease in our revenues compared to the first quarter
      of
      2006.




*Research
      and development.* Since
      our
      future success will depend upon our ability to introduce new products that
      address 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 regarding demand. In 2006 we launched our new R70 probe based on
      the
      Gearset technology. The R70 platform sets a new level for monitoring and
      analysis next generation networks and provides service providers with
      comprehensive and correlated view of their 3G and triple-play
      networks.




*Sales
      and marketing.* Our
      sales
      and marketing focus for the last two years has been on large prospects, a
      strategy that has afforded us several significant sales but has also reduced
      the
      overall depth and breadth of our sales pipeline. In
      2007,
      we plan to accelerate the pace of our sales and marketing efforts and costs
      with
      the goal of expanding our sales pipeline and closing rate.




**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 Omni-Q and the Performer
      family is almost identical. Research and development, sales and marketing,
      and
      general and administrative expenses are reported on a combined basis only (i.e.
      they 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.




31




**A.**  **OPERATING
      RESULTS** ****




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




Year
                Ended December 31,2004
            
            2005
            
            2006Sales
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %Cost
                of sales
            
            
            31.9
            
            
            33.1
            
            
            31.4Gross
                profit
            
            
            68.1
            
            
            66.9
            
            
            68.6Operating
                expenses:Research
                and development
            
            
            32.6
            
            
            26.0
            
            
            29.0Less
                royalty bearing participation
            
            
            10.7
            
            
            7.8
            
            
            8.1Research
                and development, net
            
            
            21.9
            
            
            18.2
            
            
            20.9Sales
                and marketing
            
            
            43.5
            
            
            35.3
            
            
            39.1General
                and administrative
            
            
            13.6
            
            
            7.6
            
            
            10.8Total
                operating expenses
            
            
            79.0
            
            
            61.1
            
            
            70.8Operating
                income (loss)
            
            
            (10.9
            )
            
            5.8
            
            
            (2.2
            )Financial
                income, net
            
            
            0.5
            
            
            1.0
            
            
            2.0Net
                income (loss)
            
            
            (10.4
            )
            
            6.8
            
            
            (0.2
            )




**Financial
      Data for Year Ended December 31, 2006 Compared with Year Ended December 31,
      2005
      and Year Ended December 31, 2004**




*Revenues*Year
                Ended December 31,
            
            %
                Change
            
            %
                Change(in
                millions of U.S. dollars)
            
            2005
                vs.
            
            2006
                vs.2004
            
            2005
            
            2006
            
            2004
            
            2005The
                Omni Q Family
            
            
            0.2
            
            
            3.9
            
            
            15.7
            
            
            1,850
            
            
            303The
                Performer Family and others
            
            
            15.9
            
            
            18.4
            
            
            7.8
            
            
            16
            
            
            (58
            )Total
                revenues
            
            
            16.1
            
            
            22.3
            
            
            23.5
            
            
            39
            
            
            5





*Revenues* .
      Our
      revenue increased 5.4% over 2005 due to the continuing improvement in market
      conditions discussed above and our success in penetrating service providers
      around the world. During the first half of the year, the main component of
      our
      sales was to 3G cellular operators. In the second half of the year we began
      to
      see an increase in triple-play network deployments. This reflects a new scale
      of
      triple-play network deployments in the marketplace, and is indicative of the
      significant challenge the triple-play network operators must overcome in order
      to maintain quality services. Due to the nature of the service provider orders
      which represents a potential for larger sales on average than equipment vendor
      orders, both the average size of our transactions and the length of the sales
      cycle have increased.




32




Our
      sales
      network includes RADCOM
      Equipment, our wholly-owned subsidiary in the United States, as well as ten
      independent representatives, and more than 35 independent distributors in over
      35 other countries. The table below shows the sales breakdown by territory:




Year
                Ended December 31,
            
            Year
                Ended December 31,(in
                millions of U.S. dollars)
            
            (as
                percentage)2004
            
            2005
            
            2006
            
            2004
            
            2005
            
            2006North
                America
            
            
            4.5
            
            
            8.8
            
            
            7.6
            
            
            27.7
            %
            
            39.5
            %
            
            32.3
            %Europe
            
            
            8.5
            
            
            8.6
            
            
            9.4
            
            
            53.1
            
            
            38.5
            
            
            40.0Asia
                Pacific
            
            
            2.3
            
            
            3.3
            
            
            2.6
            
            
            14.3
            
            
            14.8
            
            
            11.1South
                America
            
            
            0.2
            
            
            0.7
            
            
            2.6
            
            
            1.2
            
            
            3.2
            
            
            11.1Others
            
            
            0.6
            
            
            0.9
            
            
            1.3
            
            
            3.7
            
            
            4.0
            
            
            5.5Total
                revenues
            
            
            16.1
            
            
            22.3
            
            
            23.5
            
            
            100.0
            %
            
            100.0
            %
            
            100.0
            %




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 both in 2005 and 2006. 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,(in
                millions of U.S. dollars)2004
            
            2005
            
            2006Cost
                of sales
            
            
            5.1
            
            
            7.4
            
            
            7.4Gross
                profit
            
            
            10.9
            
            
            14.9
            
            
            16.1




*Cost
      of sales* .
      Since
      2001, we have increasingly shifted to a subcontracting model for the manufacture
      of our products. As a result, cost of sales consisted of fixed costs of
      approximately $1.8 million for 2006, $1.3 million for 2005 and $1.4 million
      for
      2004. 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 must integrate other companies’ solutions, mainly servers and
      storage units, into our Omni-Q system. The gross margins on these integrated
      sales are lower than the products that we develop internally. With
      revenue levels similar to 2006 or greater for the year we do not expect gross
      margins to change dramatically.




Our
      cost
      of sales during 2006 included an expense of $14,000 for share-based
      compensation: $0 in 2005 and $2,000 in 2004. The following table provides the
      approximate operating costs and expenses of the Company in the 2004, 2005 and
      2006, as well as the percent change of such expenses in 2005 compared to 2004
      and in 2006 compared to 2005:




*Operating
                Costs and Expenses*


Year
                ended December 31,
            
            %
                Change
            
            %
                Change(in
                millions of U.S. dollars)
            
            2005
                vs.
            
            2006
                vs.2004
            
            2005
            
            2006
            
            2004
            
            2005Research
                and Development
            
            
            5.2
            
            
            5.8
            
            
            6.8
            
            
            11.5
            
            
            17.2Less
                Royalty-bearing Participation
            
            
            1.7
            
            
            1.7
            
            
            1.9
            
            
            -
            
            
            11.8Research
                and Development, net
            
            
            3.5
            
            
            4.1
            
            
            4.9
            
            
            17.1
            
            
            19.5Sales
                and Marketing
            
            
            7.0
            
            
            7.9
            
            
            9.2
            
            
            12.9
            
            
            16.5General
                and Administrative
            
            
            2.2
            
            
            1.7
            
            
            2.6
            
            
            (22.7
            )
            
            52.9Total
                Operating Expenses
            
            
            12.7
            
            
            13.7
            
            
            16.7
            
            
            7.9
            
            
            21.9




33




*Research
      and Development* .
      The
      increase in gross research and development expenses from 2005 to 2006 reflects
      our policy to support our growing activity  and
      our
      long-term development goals. This increase is indicative primarily of an
      increase in the average number of our research and development personnel.
      Research and development expenses, gross, increased from $5.8 million in 2005
      to
      $6.8 million in 2006. As a percentage of total revenues, research and
      development expenses, gross, increased from 26.0% in 2005 to 28.9% in 2006.
      Our
      research and development costs during 2006 included an expense of $113,000
      for
      share-based compensation: $0 in 2005 and $43,000 in 2004.




*Sales
      and Marketing* .
      In
      North America, we mainly sell our products primarily to end-users directly,
      which has increased our salary and
      other expenses. This increase, however, has been 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. We are still waiting for this development
      to materialize. The increase in sales and marketing expenses from 2005 to 2006,
      which included primarily an increase in the average number of sales personnel
      and salary expenses together with the expenses associated with opening our
      new
      sales offices in Singapore and Korea, reflects these activities. Sales and
      marketing expenses increased from approximately $7.9 million in 2005 to
      approximately $9.2 million in 2006. As a percentage of total revenues, sales
      and
      marketing expenses increased from 35.3% in 2005 to 39.1% in 2006.




Our
      sales
      and marketing expenses during 2006 included an expense of $193,000 for share
      based compensation: $0 in 2005 and $34,000 in 2004.




*General
      and Administrative* .
      General
      and administrative expenses for 2006 increased by 51.2% compared to 2005.
      General and administrative expenses included a provision for bad debts and
      other
      expenses totaling approximately $557,000 for 2006, $17,000 for 2005 and $11,000
      for 2004. The other main reason for the increase in general and administrative
      expenses during 2006 was an expense of $238,000 for share-based compensation:
      $12,000 in 2005 and $15,000 in 2004.




*Financial
      Income, Net.* Financial income, net, was approximately $472,000 in 2006 compared to $235,000
      in 2005. The increase in financial income, net, in 2006 compared to 2005 was
      due
      to higher prevailing rates of return.




**Year
      Ended December 31,2005 Compared to the Year Ended December 31,
      2004**




The
      following discussion of 2005 compared with 2004 should be read in conjunction
      with the section of this report entitled “Financial Data for Year Ended December
      31, 2006 Compared with Year Ended December 31, 2005 and Year Ended December
      31,
      2004.”




*Revenues* .
      The
      increase in net sales in 2005 was primarily due to a significant rise in sales
      in North America. Our total revenue increased 39.1% 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.




*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 million 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.




34




*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.




*Sales
      and Marketing* .
      In some
      regions of North America, we 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.)




**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
      deposits at December 31, 2004, 2005 and 2006 were approximately $8.6 million,
      $ 10 . 5 million
      and $10.1 million, respectively. We believe that our existing capital will
      be
      sufficient for the Company’s requirements for at least the next twelve
      months.




*Net
      Cash Generated by/Used in Operating Activities.* Net
      cash
      used in operating activities was approximately $2.2 million in 2004 and $2.6
      million in 2006 while net cash generated from operations in 2005 was
      approximately $ 1 . 4 million.
      The negative net cash flow in 2006 was primarily due to net increase of
      approximately $2.7 million in trade receivables, an increase of approximately
      $1.2 million in inventory and an increase of $445,000 in other current assets.
      This was partially offset by loss of approximately $54,000, employees’
share-option compensation of $558,000, increase of approximately $380,000 in
      trade payables, increase of approximately $276,000 in other payables and
      accruals and approximately $603,000 of depreciation.




The
      trade
      receivables and days sales outstanding (DSO) are primarily impacted by payment
      terms, shipment linearity in the quarter and collections performance. Trade
      receivables increased during 2006 by $2.7 million due primarily to the increase
      in our total revenue, payment terms extended to our customers and a higher
      concentration of shipments toward the end of the
      fourth quarter
      of 2006, which resulted in a shorter amount of time to collect the related
      accounts receivable before year-end and increased DSO. During 2007 we expect
      this trend to continue, resulting in higher DSOs than in previous
      years.




The
      overall increase in inventory in 2006 was due to the impact of increased sales,
      which resulted in increased production rates. All inventories are accounted
      for
      at the lower of cost or market.




35




The
      increase in other current assets in 2006 was primarily a result of an increase
      in prepaid expenses and Value Added Tax. The increase in trade payables is
      primarily due to the increase in purchases
      of inventory to meet our increased orders .
      The
      increase in payables and accruals in 2006 was primarily a result of an increase
      in employee-related expenses; this increase was offset by a decrease in accrued
      costs.




*Net
      Cash Provided by/Used in Investing Activities.* Our
      investing activities generally consist of two components: purchase and sale
      of
      short-term deposits and purchase of equipment. We invest cash that is surplus
      to
      our operating requirements in our short-term deposit portfolio in order to
      maximize our interest rates. In 2004 and 2006, we invested surplus cash in
      the
      amount of $2.0 million and $8.0 million, respectively. In 2005, we sold
      marketable securities which provided us cash in the amount of $2.0 million.
      Net
      cash provided by (used in) investing activities in 2004, 2005 and 2006 was
      approximately $2.3 million, $1.7 million and $(8.3) million, respectively.




*Purchase
      of Equipment.*  P urchases
      of equipment in 2004, 2005 and 2006 were approximately $292,000, $336,000 and
      $327,000, respectively. These expenditures were principally for computers and
      equipment purchases.




*Net
      Cash Provided by Financing Activities.* In
      2004,
      net cash provided by financing activities totaled approximately $5.4 million,
      approximately $64,000 from the exercise of share options and approximately
      $5.3
      million from the private placement, which is described below under “Private
      Placement.” In 2005, net cash provided by financing activities totaled
      approximately $909,000, of which $184,000 came from the exercise of shares
      options and approximately $725,000 from the exercise of warrants from the
      private placement as described below (see “Private Placement”). In 2006, net
      cash provided by financing activities totaled approximately $2.4 million,
      $974,000 from the exercise of share options and approximately $1.4 million
      from
      the exercise of warrants from the private placement as described below (see
      “Private Placement”).




*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
      compliance with certain continued listing requirements of the NASDAQ Global
      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 were exercisable for two years from the closing of the PIPE. As part
      of
      the private placement, we filed with the SEC a resale registration statement
      covering the shares purchased in the private placement (including the shares
      underlying the warrants); our F-3 was filed with the SEC on May 13, 2004, while
      our amended F-3/As were filed on October 15, 2004 and November 26, 2004. The
      registration was declared effective by the SEC on December 10, 2004. We
      incurred expenses of approximately $89,000 in connection with the offering.
      Our
      net proceeds from the offering were approximately $5.3 million. In 2005 and
      2006
      the investors exercised warrants to purchase 328,256 ordinary shares and 625,877
      ordinary shares, respectively. Our net proceeds from these exercises were
      approximately $725,000 and $1.4 million, respectively.




**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
      determined based on negotiations between the parties. Members of our management
      reviewed the pricing of the lease and distribution agreements and confirmed
      that
      these agreements were not different from 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
      on
      certain issues than what may be available from unaffiliated third parties.
      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 no longer be available to us.




36




**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.




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 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 were generally subject to corporate tax on their taxable income at
      the
      rate of 31% for the 2006 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 decreased to 29% for the 2007 tax
      year and is scheduled to continue to decrease as follows: 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.




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. (For
      additional information on Approved Enterprise status, see “Item 10—Additional
      Information—Taxation—Israeli Tax Considerations—Law for the Encouragement of
      Capital Investments, 1959.”) 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), 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, 2006, we had net operating loss carry-forwards
      (unlimited in time) of approximately $18.9 million.




Our
      effective corporate tax rate may substantially exceed the Israeli tax rate.
      Our
      U.S. subsidiary will generally be subject to applicable U.S. 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 operating loss carry-forwards of
      approximately $11.2 million available at December 31, 2006 for U.S. federal
      and state income tax purposes. These carry-forwards may offset future taxable
      income and expire from 2008 through 2026 for U.S. federal income tax purposes.
      Because of the complexity of these local tax provisions, we are unable to
      anticipate the actual combined effective corporate tax rate that will apply
      to
      us. Our U.K. subsidiary had net loss carry-forwards available at December 31,
      2006 of approximately $401,000 for U.K. tax purposes.




37




We
      recorded a valuation allowance at December 31, 2006 for all of our deferred
      tax
      assets. Based on the weight of available evidence, it is more likely than not
      that all of our deferred tax assets will not be realized.




**Government
      Grants and Related Royalties**




The
      Government of Israel, through the Office of the Chief Scientist, encourages
      research and development projects pursuant to the R&D Law and the
      regulations promulgated thereunder. We may receive from the Office of the Chief
      Scientist up to 50% of certain approved research and development expenditures
      for particular projects. We recorded grants from the Office of the Chief
      Scientist totaling approximately $1.7 million in 2004, $1.7 million in 2005
      and
      $1.9 million in 2006. Pursuant to the terms of these grants, we are obligated
      to
      pay royalties of 3.5% of revenues derived from sales of products (and related
      services) 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
      Office of the Chief Scientist grants included in the cost of sales for years
      ended December 31, 2004, 2005 and 2006 were $561,000, $769,000 and $807,000,
      respectively. The total research and development grants that we have received
      from the Office of the Chief Scientist as of December 31, 2006, were $24.9
      million. For projects authorized since January 1, 1999, the repayment interest
      rate is LIBOR. The accumulated interest as of December 31, 2006, was $2.7
      million. As of December 31, 2006, the accumulated royalties paid to the Office
      of the Chief Scientist were $6.7 million. At December 31, 2006, our
      contingent liability to the Office of the Chief Scientist in respect of grants
      received was approximately $20.9 million. For additional information, see “Item
      4—Information on the Company—Business Overview—Israeli Office of Chief
      Scientist.”




We
      are
      also obligated to pay royalties to the 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, 2006, we had a contingent obligation to pay the BIRD
      Foundation aggregate royalties in the amount of approximately $306,000. 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 Notes
      to the 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 sales. Our critical accounting
      policies include the following:




*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) collectibility
      is probable. Amounts received from customers prior to product shipments are
      classified as advances from customers. With our products, we provide a one-year
      warranty, which includes bug fixing and a hardware warranty (the “Warranty”). We
      record an appropriate provision for Warranty in accordance with SFAS No. 5,
      “Accounting for Contingencies.”




38




After
      the
      Warranty period initially provided with our products, we may sell extended
      warranty contracts, which includes bug fixing and a hardware warranty. In such
      cases, revenues attributable to the extended warranty are deferred at the time
      of the initial sale and recognized ratably over the extended contract warranty
      period.




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. We are not a party to the agreements between distributors and their
      customers.




We
      also
      generate sales through independent 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 representative for the sales in its territory. We report
      sales through independent 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 a period of one year.
      In
      respect of contracts where the warranty 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 of the
      reported periods through December 31, 2006, 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.




*Share
      option plans* . On
      January 1, 2006, we adopted SFAS No. 123, which requires the measurement and
      recognition of compensation expense for all share-based payment awards made
      to
      employees and directors based on estimated fair values. SFAS 123(R) supersedes
      our previous accounting under Accounting Principles Board Opinion No. 25,
“Accounting for Stock Issued to Employees” (“APB 25”) for periods beginning in
      fiscal 2006. In March 2005, the SEC issued Staff Accounting Bulletin No. 107
      (“SAB 107”) relating to SFAS 123(R). We have applied the provisions of SAB 107
      in its adoption of SFAS 123(R). We adopted SFAS 123(R) using the modified
      prospective transition method, which requires the application of the accounting
      standard as of January 1, 2006. Our consolidated financial statements as of
      and
      for the year ended December 31, 2006, reflect the impact of SFAS 123(R). In
      accordance with the modified prospective transition method, our consolidated
      financial statements for prior periods have not been restated to reflect, and
      do
      not include, the impact of SFAS 123(R). Share-based compensation expense
      recognized under SFAS 123(R) for fiscal 2006 was 558,000.




39




SFAS
      123(R) requires companies to estimate the fair value of share-based payment awards
      on
      the grant date using an option-pricing model. The value of the portion of the
      award that is ultimately expected to vest is recognized as expense over the
      requisite service periods in our consolidated statements of operations. Prior
      to
      the adoption of SFAS 123(R), we accounted for share-based awards to employees
      and directors using the intrinsic value method in accordance with APB 25 as
      allowed under SFAS 123, “Accounting for Stock-Based Compensation” (“SFAS 123”).
      Share-based compensation expense recognized during the current period is based
      on the value of the portion of share-based payment awards that is ultimately
      expected to vest.




SFAS
      123(R) requires forfeitures to be estimated at the time of grant in order to
      estimate the amount of share-based awards that will ultimately vest. The
      estimate is based on our historical rates of forfeiture. Share-based
      compensation expense recognized in our consolidated statement of operations
      for
      fiscal 2006 includes (i) compensation expense for share-based payment awards
      granted prior to, but not yet vested as of December 31, 2005, based on the
      grant-date fair value estimated in accordance with the pro forma provisions
      of
      SFAS 123 and (ii) compensation expense for the share-based payment awards
      granted subsequent to December 31, 2005, based on the grant-date fair value
      estimated in accordance with the provisions of SFAS 123(R).




As
      share-based compensation expense recognized in the consolidated statements
      of
      operations for fiscal 2006 is based on awards ultimately expected to vest,
      it
      has been reduced by estimated forfeitures. Upon adoption of SFAS 123(R), we
      did
      not change our method of valuation for share-based awards which is the
      Black-Scholes option pricing model . See also Notes 2P and 6C of the Notes
      to
      our Consolidated Financial Statements, for further information.




*Deferred
      Income Tax.* We
      account 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. We provide a
      valuation allowance to reduce deferred tax assets to the extent we believe
      it is
      more likely than not that such benefits will not be realized.




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




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




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




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. 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.




40




In
      2006,
      these trends continued but at a slower rate of increase in the cellular market,
      while in the second half of the year we began to see an increase in triple-play
      network deployments.




Data
      service adoption over the new 3G cellular networks is increasing but at a slower
      rate than expected. There are an increasing number of 3G networks but most
      of
      them are used mainly for voice. We continue to believe the data service adoption
      will occur and will introduce an increased demand for our
      solutions.




Fixed
      mobile Convergence (FMC) has become a significant challenge for most service
      providers. As result we see service providers consolidation. An example is
      the
      KPN and KPN mobile and Cingular and AT&T mergers. These mergers influence
      decision making processes, resulting in a temporary slowdown in procurement
      and
      deployment of new telecommunications equipment. From the technology side, IMS
      is
      being accepted as the technology of choice to implement and deliver converged
      network services. Different service providers, mainly those that own both
      cellular and wireline operations, are currently at the trial level and
      anticipate moving into operation during 2007 - 2009. This movement could
      increase the need for service a monitoring solution, as it is a new service
      platform and it introduces new challenges for service providers regarding how
      to
      monitor their networks.




Another
      area which has potential growth in the future is IPTV. Wireline service
      providers, mainly the incumbent carriers, are starting to spend money on TV
      over
      IP solution. In 2006 spending was limited mainly for trial networks, and this
      trend is expected to continue in 2007. We expect spending to increase in the
      years 2008 - 2010. This trend is part of a triple-play strategy aimed at
      competing with the cable operators offering digital TV.




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




None.




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




The
      following table of our material contractual obligations as of December 31,
      2006,
      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 of U.S. dollars)Property
                Leases
            
            $
            1,603
            
            $
            693
            
            $
            810
            
            $
            100
            
            
            --Open
                purchase orders
            
            
            1,350
            
            
            1,350
            
            
            --
            
            
            --
            
            
            --Operating
                Leases
            
            
            1,227
            
            
            564
            
            
            598
            
            
            65
            
            
            --Total
            
            $
            4,180
            
            $
            2,607
            
            $
            1,995
            
            $
            277
            
            
            --




*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 we 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 alter the 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 **.**




41




In
      addition, we are required to pay royalties as percentages of the revenues
      derived from products incorporating know-how developed from research and
      development grants from the Office of the Chief Scientist. Royalty rates were
      3%-3.5% in 2003 and 3.5% in 2004 and subsequent years. As of December 31,
      2006, our contingent liability to the Office of the Chief Scientist in respect
      of grants received was approximately $20.9 million and our contingent liability
      to the BIRD Foundation in respect of funding received was approximately
      $306,000. 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 $189,000 as of December 31, 2006.




**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
            
            58
            
            Chairman
                of the Board of DirectorsDavid
                Ripstein
            
            40
            
            President,
                Chief Executive OfficerJonathan
                Burgin
            
            46
            
            Chief
                Financial OfficerShahaf
                Kieselstein
            
            35
            
            Vice
                President Research and DevelopmentHanan
                Klainer
            
            46
            
            Vice
                President Sales and MarketingDoron
                Milchtaich
            
            40
            
            Chief
                Technology OfficerMiki
                Shilinger
            
            52
            
            Vice
                President OperationsUzi
                Yahav
            
            52
            
            Vice
                President Business DevelopmentAvi
                Zamir
            
            50
            
            President
                ofRADCOMEquipmentRony
                Ross (1) (2)(3)(4)
            
            57
            
            DirectorZohar
                Gilon (2)(4)
            
            59
            
            DirectorDan
                Barnea (1) (2)(4)
            
            62
            
            Director




(1)
      External Director




(2)
      Independent Director




(3)
      Chairwoman of Audit Committee




(4)
      Audit
      Committee Member





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 the Chairman of two other
      public companies RADVision Ltd., and Ceragon Ltd. as well as a director or
      Chairman of several private companies. 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. David
      Ripstein, our President and Chief Executive Officer since
      April 1, 2007, joined RADCOM in 2000 as General Manager of the Quality
      Management Unit, a position under which he formed and executed RADCOM’s service
      quality management strategy and spearheaded the development of its
      differentiating R70 technology platform. In 2002, Mr. Ripstein was nominated
      to
      head the Company’s R&D and marketing activities. In May 2006, Mr. Ripstein
      was appointed as RADCOM’s Chief Operating Officer. Prior to joining RADCOM, Mr.
      Ripstein served for 11 years as an officer of an elite R&D unit within the
      Israel Defense Forces (IDF) Intelligence Division, and then co-founded two
      startups: Firebit, a provider of ISP security service solutions, and Speedbit,
      a
      developer of Internet download acceleration tools. Mr. Ripstein earned
      B.Sc. and M.Sc. degrees in Electronic Engineering from Israel’s Technion
      Institute of Technology.




42




Mr. Jonathan
      Burgin, our Chief Financial Officer, joined us in July 2006. Prior to
      joining us, Mr. Burgin was Chief Financial Officer of XTL
      Biopharmaceuticals (NASDAQ XTLB; LSE: XTL; TASE:XTL) beginning in 1999, where
      he
      took an active part in the process of listing its shares on the NASDAQ, London,
      and Tel-Aviv Stock Exchanges and raising $110 million in four financing rounds.
      Previously, Mr. Burgin served as Chief Financial Officer of YLR Capital Markets,
      a publicly-traded Israeli investment bank, and as Senior Manager at Kesselman
      & Kesselman, the Israeli member of PricewaterhouseCoopers International Ltd.
      Mr. Burgin earned an M.B.A. and a B.A. in Accounting and Economics from Tel-Aviv
      University and is certified in Israel as a CPA.




Mr.
      Shahaf Kieselstein ,
      our VP
      of Research and Development, joined us in September 2006. Prior to joining
      RADCOM, he was with Intel’s LAN Division for eight years, beginning as a
      Software Team Manager and moving on to the position of Project Manager of
      large-scale networking software at Intel’s Oregon plant. In 2002, he returned to
      Israel to take on the position of Software Manager of Intel’s Israel LAN
      Division. Prior to his tenure at Intel, Mr. Kieselstein spent several years
      as a
      software engineer at Digital Semiconductor. Mr. Kieselstein holds B.Sc. and
      M.Sc. degrees in Computer Science, as well as a B.A. in Accounting from Hebrew
      University.




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.
      Doron
      Milchtaich joined RADCOM in 2001, for several years serving as Product
      Manager of Cellular Solutions, and later as Director, Cellular Products. Before
      joining the company, Mr. Milchtaich was a Product Manager in Comverse’s SMS
      division. In 1998, he co-founded Targetix, a startup that developed a targeted
      Internet advertising solution. He was also a Director of real-time testing
      at Tescom, and prior to that spent several years as head of an R&D section
      in the IDF. Mr. Milchtaich holds an M.B.A. and B.Sc. in Mathematics, both
      from Tel Aviv University.




Mr.
      Avi
      Zamir, President of our wholly-owned U.S. subsidiary, RADCOM Equipment,
      rejoined us in May 2004. Mr. Zamir also serves as a director of RADCOM
      Equipment. 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.
      Mr. Zamir has a practical engineering qualification from Ort Yad-Singalovski,
      Tel-Aviv.




Mr. Miki
      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 M.B.A. degree from Haifa University.




43




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 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 another public company Radware 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.




Mr. Dan
      Barnea has served as a Director since September 1999. Mr. Barnea is
      Senior Vice President for Strategy and Corporate 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 (16 persons) for the year ended December 31, 2006 was approximately
      $1.6 million. This amount includes approximately $215,000, 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. These amounts include payments
      -
      $0.6 million and $85,000, respectively - to 4 persons who are no longer officers
      of the Company.




As
      of
      December 31, 2006, our directors and officers as a group held options to
      purchase an aggregate of 1,300,500 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.




**Share
      Option Plans**




We
      have
      the following eight share option plans for the granting of options to our
      employees, officers, directors and consultants: (i) the Directors Share
      Incentive Plan (1997); (ii) the 1998 Employee Bonus Plan; (iii) the
      1998 Share Option Plan; (iv) the International Employee Stock Option Plan;
      (v) the 2000 Share Option Plan; (vi) the 2001 Share Option Plan; and
      (vii) 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
      seven to 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.




44




In
      December 2004, the FASB issued SFAS 123(R), which requires all companies to
      measure compensation expense for all share-based payments (including employee
      stock options) at fair value, and became effective for public companies for
      annual reporting periods of fiscal years beginning after June 15, 2005. Our
      adoption of SFAS 123(R) required us to record an expense of $558,000 for
      share-based compensation plans during 2006 and will result in ongoing accounting
      charges that will significantly reduce our net income. See Notes 2P and 6C
      of
      the Notes to the Consolidated Financial Statements for further information.




As
      of
      December 31, 2006, we have granted options to purchase 4,299,124 ordinary
      shares, of which options to purchase 1,629,363 ordinary shares have been
      exercised and options to purchase 2,669,761 ordinary shares remain outstanding.




In
      August
      2006 we elected, pursuant to Rule 4350(a) of the Nasdaq Marketplace Rules,
      to
      follow our home country practice in lieu of the Nasdaq Marketplace Rules with
      respect to the approvals required for the establishment and for material
      amendments to our share option plans. Consequently, the establishment of share
      option plans and material amendments thereto is now subject to the approval
      of
      our Board of Directors and is no longer subject to our shareholders’
approval.




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




**Terms
      of Office**




Our
      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 spouse,
      siblings, parents, grandparents, descendants, spouses’ descendants of the spouse
      of any of the foregoing (collectively, a “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 (defined in the Israeli Companies Law as a
                (i) director, (ii) general manager, (iii) chief business
                manager, (iv) deputy general manager, (v) vice general manager, (vi)
                executive vice president, (vii) vice president, (viii) another manager
                directly subordinate to the general manager and (ix) any other person
                assuming the responsibilities of any of the forgoing positions without
                regard to such person’s title), excluding service as a director who was
                appointed to serve as an office holder during the three-month period
                in
                which the company first offers its shares to the
                public.




45




No
      person
      may 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
      may 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. In certain special situations, the term may be extended
      beyond these periods. 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.




Audit
      Committee




*Nasdaq
      Requirements*




Our
      ordinary shares are listed for quotation on the NASDAQ Global Market and we
      are
      subject to the rules of the Nasdaq Marketplace Rules 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 all are members
      of the Audit Committee. Zohar Gilon is our “audit committee financial expert.”
In addition, we have adopted an Audit Committee charter.




As
      stated
      in our Audit Committee charter, the Audit Committee assists our 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




46




·
            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 Kanne & Co., a member of Grant Thornton, serves as
      our internal auditor.




**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 10—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**




The
      nominees to our Board 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
      is 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, were approved by our Board. As members of our Audit Committee, Rony
      Ross, Dan Barnea and Zohar Gilon also constitute our Nominating Committee.




**Compensation
      Committee**




The
      compensation payable to executive officers must be approved either by a majority
      of the independent directors on our board or by a Compensation Committee
      comprised solely of independent directors. Our Audit Committee which is
      comprised solely of independent directors also serves as a Compensation
      Committee. As
      such,
      Rony Ross, Dan Barnea and Zohar Gilon, members of our Audit Committee, also
      comprise our Compensation Committee.




**D.**  **EMPLOYEES**




As
      of
      December 31, 2006, we had 162 permanent and temporary employees worldwide,
      of which 81 were employed in research and development, 48 in sales and
      marketing, 15 in management and administration and 18 in operations. As of
      December 31, 2006, 137 of our employees were based in Israel, 15 were based
      in the United States and 10 were based in Spain, Singapore, Korea 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.




47




**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 June 15,
      2007. The percentage of outstanding ordinary shares is based on
      16,355,238 (3) ordinary
      shares outstanding as of June 15, 2007.




Name
            
            Number
                of Ordinary Shares Beneficially Owned(1)
            
            Percentage
                of Outstanding Ordinary Shares Beneficially Owned(2)
                (3)Zohar
                Zisapel(4)
            
            
            3,626,342
            
            
            22.1
            %All
                directors and executive officers as a group (12 persons)(1)
                (2) (5)
            
            
            4,229,042
            
            
            24.9
            %







(1)
            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 June 15, 2007.(2)
            For
                determining the percentage owned by each person or group, ordinary
                shares
                for each person or group include 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 June 15, 2007.(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 80,000 ordinary
                shares
                issuable upon exercise of options exercisable within 60 days of June
                15,
                2007.(5)
            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 June 15, 2007) and have therefore
                not been separately disclosed. The amount of shares includes 621,500
                ordinary shares issuable upon exercise of options exercisable within
                60
                days of June 15, 2007.





**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 June 15, 2007, 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 SEC.  The
      voting rights of our major shareholders do not differ from the voting rights
      of
      other holders of our ordinary shares. As of June 25, 2007, our ordinary shares
      had a total of 55 holders of record, of which 32 were registered with addresses
      in the United States. We believe that the number of beneficial owners of our
      shares is substantially greater than the number of record holders, because
      a
      large portion of our ordinary shares is held of record in broker “street name.”
As of June 25, 2007, U.S. holders of record held approximately 71% of our
      outstanding ordinary shares.




48




Name
            
            Number
                of Ordinary
              Shares
                Beneficially Owned(1)
            
            Percentage
                of
              Outstanding
                Ordinary
              Shares(2)Zohar
                Zisapel(3)
                (4)(7)
            
            
            3,626,342
            
            
            22.1
            %Yehuda
                Zisapel(3)
                (5)
            
            
            2,027,161
            
            
            12.4
            %RAD
                Data Communications Ltd(6).
            
            
            177,841
            
            
            1.1
            %







(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 June 15, 2007.(2)
            The
                percentage of outstanding ordinary shares is based on 16,355,238
                ordinary
                shares outstanding as of June 15, 2007. 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 June 15, 2007.
              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 80,000 ordinary shares issuable upon exercise of options
                exercisable within 60 days of June 15, 2007. 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)
            Includes
                263,000 shares purchased by Mr. Zohar Zisapel in market transactions
                during May 2007.




**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, without limitation: 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.




49




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.




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 may be
      deemed to be competitive with) our products. We incorporate into our product
      line a software package for voice-over-IP simulation (H.323, SIP), which we
      purchased from a member of the RAD-BYNET Group. The aggregate amounts of such
      purchases were approximately $30,000, $30,000 and $4,000 in 2004, 2005 and
      2006,
      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 $65,000, $63,000 and $38,000 in
      2004, 2005 and 2006, 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
      $83,000, $45,000 and $43,000 in 2004, 2005 and 2006, respectively.




We
      currently lease office premises in Tel Aviv and Paramus, New Jersey, 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 $621,000, $526,000 and $502,000
      in
      2004, 2005 and 2006, respectively. We also sub-lease 276 square feet of the
      New
      Jersey premises to a related party, and in 2006 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 whom it has
      distribution agreements. The aggregate amounts of such sales were approximately
      $345,000, $773,000 and $335,000 in 2004, 2005 and 2006,
      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, approval of our shareholders under the Companies
      Law.




50




**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.




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




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




Our
      consolidated financial statements and other financial information are
      incorporated herein by reference to “Item 18—Financial Statements” below. Our
      financial statements can be found at the end of this Annual Report, beginning
      on
      page F-1.




**Export
      Sales**




In
      2006,
      the amount of our export sales was approximately $23.2 million, which
      represented 98.5% of our total sales.




**Legal
      Proceedings**




In
      June
      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 ensue, 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. We are still corresponding in an effort to
      solve
      this matter amicably.




In
      November 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. In December 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 (Retired) Amnon Strashnov. In June 2006,
      Qualitest paid us $69,000 in accordance with a partial verdict of the
      arbitrator. In
      June
      2007, Qualitest paid the Company $18,000 and by that and the partial verdict,
      settled the Company’s counterclaim. The file now continues only regarding
      Qualitest’s claim against the Company. The summations were already filed by both
      parties. It is not
      possible to estimate the amount of the lawsuit or the chances of success for
      this lawsuit.




51




*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,
      2006.




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




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




**NASDAQ
      Global Market**




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




High
            
            Low2002
            
            $
            2.67
            
            $
            0.352003
            
            $
            2.19
            
            $
            0.642004
            
            $
            2.78
            
            $
            1.002005
            
            $
            3.59
            
            $
            1.352006
            
            $
            5.05
            
            $
            1.74




2005First
                Quarter
            
            $
            3.30
            
            $
            2.22Second
                Quarter
            
            $
            2.66
            
            $
            1.45Third
                Quarter
            
            $
            2.78
            
            $
            1.35Fourth
                Quarter
            
            $
            3.59
            
            $
            1.76




2006First
                Quarter
            
            $
            5.05
            
            $
            3.16Second
                Quarter
            
            $
            2.99
            
            $
            2.00Third
                Quarter
            
            $
            3.18
            
            $
            1.74Fourth
                Quarter
            
            $
            3.26
            
            $
            2.36




2007First
                Quarter
            
            $
            3.18
            
            $
            2.60




Most
                recent six monthsDecember
                2006
            
            $
            2.70
            
            $
            2.52January
                2007
            
            $
            3.02
            
            $
            2.60February
                2007
            
            $
            3.18
            
            $
            2.90March
                2007
            
            $
            2.95
            
            $
            2.65April
                2007
            
            $
            2.82
            
            $
            1.44May
                2007
            
            $
            1.47
            
            $
            1.33June
                2007 (through June 25)
            
            $
            1.50
            
            $
            1.38





*Dual
      Listing*




In
      addition to trading on the NASDAQ Global 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.




52




**Tel-Aviv
      Stock Exchange**




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
            
            Low2006
            
            
            NIS
                24.04
            
            
            NIS
                7.87First
                Quarter (February 20, 2006 through March 31, 2006)
            
            
            NIS
                24.04
            
            
            NIS
                19.08Second
                Quarter
            
            
            NIS
                20.33
            
            
            NIS
                9.48Third
                Quarter
            
            
            NIS
                13.01
            
            
            NIS
                7.87Fourth
                Quarter
            
            
            NIS
                13.75
            
            
            NIS
                10.502007First
                Quarter
            
            
            NIS
                13.36
            
            
            NIS
                10.62








Most
                recent six monthsDecember
                2006
            
            
            NIS
                12.09
            
            
            NIS
                10.50January
                2007
            
            
            NIS
                12.78
            
            
            NIS
                10.62February
                2007
            
            
            NIS
                13.36
            
            
            NIS
                12.40March
                2007
            
            
            NIS
                12.95
            
            
            NIS
                11.29April
                2007
            
            
            NIS
                11.95
            
            
            NIS
                6.02May
                2007
            
            
            NIS
                5.99
            
            
            NIS
                5.44June
                2007 (through June 25)
            
            
            NIS
                6.13
            
            
            NIS
                5.83




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




Not
      applicable.




**C.**  **MARKETS**




Since
      our
      initial public offering on September 24, 1997, our ordinary shares have
      been traded on the NASDAQ Global 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.




53




**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 our
      objectives listed is to manufacture, market and deal - in all ways - with
      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; acquiring intellectual property; engaging in
      business actions with other business owners; lending money when we deem it
      proper; dealing in any form of business (e.g., 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 our 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.




**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 who are entitled to participate in 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.




54




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 remaining 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—Directors, Senior Management and Employees—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.




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.




55




Each
      person listed in the table above under “Item 6—Directors, Senior Management and
      Employees—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, require 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. See Item
      6—Directors, Senior Management and Employees—Board Practices for the complete
      definition. 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**




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 are exempted by
      the
      Nasdaq Marketplace Rules 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.




56




**Duties
      of Shareholders**




Under
      the
      Companies Law, the disclosure requirements that 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—Major Shareholders and 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 he or she 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.




**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




57




·
            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 or her 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 or her by a competent authority, provided that such investigation
                or
                proceeding concluded without the filing of an indictment against
                him or
                her and either (i) concluded without the imposition of any financial
                liability in lieu of criminal proceedings or (ii) concluded with
                the
                imposition of a financial liability in lieu of criminal proceedings
                but
                relates 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 or her by a court, in proceedings we institute
                against him or her 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.




**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.




58




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 (i) was made in a private placement
      that received shareholder approval , including with respect to the fact that
      as
      a result of the transaction a party would become a shareholder of 25% or more,
      (ii) 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 (iii) 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
      or
      her ordinary shares for shares of another corporation to taxation prior to
      the
      sale of the shares received in such stock-for-stock swap.




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




For
      a
      summary of our material contracts, see “Item 7—Major Shareholders and Related
      Party Transactions” and “Item 4—Information on the Company—Property, Plants and
      Equipment,” which is incorporated herein by reference.




59




**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 31% for the 2006 tax year. Following an amendment to the Tax Ordinance
      ,
      which became effective on January 1, 2006, the Corporate Tax rate was decreased
      to 29% for the 2007 tax year and is scheduled to continue to decrease as
      follows: 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.




***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:




60






·
            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 a stock
                exchange;




·
            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.




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.




61




***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
      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, 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 “Significant 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) as of August 10, 2005 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 on the Tel Aviv Stock Exchange, under certain conditions,
      or
      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.




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.




62




***Taxation
      of Non-Residents on Dividends***




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. On
      distributions of dividends other than bonus shares or stock dividends, income
      tax is withheld at the source at the rate of 20%, or 25% for a shareholder
      that
      is considered a Significant Shareholder at any time during the 12-month period
      preceding such distribution, or 15% for dividends deriving from income generated
      by an Approved Enterprise; 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 deriving from income generated by an
      Approved Enterprise (or Benefited Enterprise) are taxed at the rate of 15%.
      Furthermore, dividends not generated by an Approved Enterprise (or Benefited
      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%, provided that not more than 25% of our gross income consists
      of
      interests or dividends.




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,” as
      in effect until April 2005 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 Investments
      Law
      that came into effect in 2005.




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.




63




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 7 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.




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.




64




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. 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.”




***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 Benefited Enterprise. A
      company wishing to receive the tax benefits afforded to a Benefited Enterprise
      is required to select the tax year from which the period of benefits under
      the
      Investments 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
      Benefited 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 Benefited 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 Benefited Enterprise is entitled, in each
      tax
      year, to accelerated depreciation for the manufacturing assets used by the
      Benefited 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 Benefited 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 Benefited 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 Benefited
                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 Benefited Enterprise;
                and




65




·
            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 Benefited 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 retroactive 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.




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:




·
            an
                individual 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 in the District of
                Columbia;




·
            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.




66




Unless
      otherwise specifically indicated, this discussion does not consider the U.S.
      tax
      consequences to a person that is not a U.S. Holder (a “Non-U.S. Holder”). This
      discussion considers only U.S. Holders that will own our ordinary shares as
      capital assets (generally, for investment) and does not purport to be a
      comprehensive description of all of the tax considerations that may be relevant
      to each U.S. Holder’s 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”;




·
            holdourordinary
                shares as part of a straddle, “hedge” or “conversion transaction” with
                other investments;




·
            acquiredour ordinaryshares upon the exercise of employee stock options or otherwiseas
                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;




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




·
            are
                grantor trusts;




·
            are
                certain former citizens or long-term residents of the United States;
                or




·
            are
                real estate investment trusts or regulated investment companies.




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.




**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 Distributions 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.




67




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% for taxable years beginning on or before December 31, 2010),
      provided that such dividends meet the requirements of “qualified dividend
      income.” For
      this
      purpose, qualified dividend income generally includes dividends paid by a
      foreign corporation if certain holding period and other requirements are met
      and
      either (i) the stock of the foreign corporation with respect to which the
      dividends are paid is readily tradable on an established securities market
      in
      the U.S. (e.g., the NASDAQ Global Market) or (ii) the foreign corporation is
      eligible for benefits of a comprehensive income tax treaty with the United
      States, which benefits include an information exchange program and is determined
      to be satisfactory by the U.S. Secretary of the Treasury. The United States
      Internal Revenue Service (the “IRS”) has determined that the U.S.-Israel Tax
      Treaty is satisfactory for this purpose. 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 (1i) 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 (2ii) 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 taxable 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 taxable year is subject
      to
      complex limitations and restrictions, which must be determined on an individual
      basis by each shareholder. These 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
      taxable 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
      generally will be foreign source passive income for United States foreign tax
      credit purposes ;
      however, special rules will apply if we are a “United States-owned foreign
      corporation.” In that case, distributions of current or accumulated earnings and
      profits will be treated as U.S. source and foreign source income in proportion
      to our earnings and profits in the year of the distribution allocable to U.S.
      and foreign sources. We will be treated as a U.S.-owned foreign corporation
      as
      long as stock representing 50% or more of the voting power or value of our
      ordinary shares is owned, directly or indirectly, by U.S. persons. Foreign
      taxes
      allocable to the portion of our distributions treated as from U.S. sources
      under
      these rules may not be creditable against a U.S. Holder’s U.S. federal income
      tax liability on such portion.




68




*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 (currently a maximum rate of 15% for taxable years
      beginning on or before December 31, 2010). 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 2006 if (taking
      into account certain “look-through” rules with respect to the income and assets
      of our corporate 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 2006.




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
      excess distributions (generally, distributions that exceed 125% of the average
      amount of distributions in respect to such ordinary shares received during
      the
      preceding three taxable years or, if shorter, during the U.S. Holder’s holding
      period prior to the distribution year) 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 taxable
      year
      and to any taxable year 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 taxable year 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.




69




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 , for each taxable year that we are a PFIC, 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 taxable 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. Amounts includable in income as a result
      of a QEF election will be determined without regard to our prior year losses
      or
      the amount of cash distributions, if any, received from us. A U.S. Holder’s
      basis in its ordinary shares will increase by any amount included in income
      and
      decrease by any amounts not included in income when distributed because such
      amounts were previously taxed under the QEF rules. So long as a U.S. Holder’s
      QEF election is in effect with respect to the entire holding period for its
      ordinary shares, any gain or loss realized by such holder on the disposition
      of
      its ordinary shares held as a capital asset ordinarily will be capital gain
      or
      loss. Such capital gain or loss ordinarily would be long-term if such U.S.
      Holder had held such ordinary shares for more than one year at the time of
      the
      disposition. For non-corporate U.S. Holders, long-term capital gain is generally
      subject to a maximum federal income tax rate of 15% for taxable years beginning
      on or before December 31, 2010. The QEF election is made on a
      shareholder-by-shareholder basis, applies to all ordinary shares held or
      subsequently acquired by an electing U.S. Holder and can be revoked only with
      the consent of the IRS. 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.




As
      an
      alternative to making a QEF election, a U.S. Holder of PFIC stock that is
“marketable stock” (e.g., “regularly traded” on the NASDAQ Global Market) may,
      in certain circumstances, avoid certain of the tax consequences generally
      applicable to holders of stock in a PFIC by electing to mark the stock to market
      as of the beginning of such U.S. Holder’s holding period for the ordinary
      shares. As a result of such an election, in any taxable year that we are a
      PFIC,
      a U.S. holder would generally be required to report gain or loss to the extent
      of the difference between the fair market value of the ordinary shares at the
      end of the taxable year and such U.S. Holder’s tax basis in its ordinary shares
      at that time. Any gain under this computation, and any gain on an actual
      disposition of the ordinary shares, would be treated as ordinary income. Any
      loss under this computation, and any loss on an actual disposition of the
      ordinary shares, generally would be treated as ordinary loss to the extent
      of
      the cumulative net-mark-to-market gain previously included. Any remaining loss
      from marking ordinary shares to market will not be allowed, and any remaining
      loss from an actual disposition of ordinary shares generally would be capital
      loss. A U.S. Holder’s tax basis in its ordinary shares is adjusted annually for
      any gain or loss recognized under the mark-to-market election. There can be
      no
      assurances that there will be sufficient trading volume with respect to the
      ordinary shares for the ordinary shares to be considered “regularly traded” or
      that our ordinary shares will continue to trade on the NASDAQ Global Market.
      Accordingly, there are no assurances that our ordinary shares will be marketable
      stock for these purposes. As with a QEF election, a mark-to-market election
      is
      made on a shareholder-by-shareholder basis, applies to all ordinary shares
      held
      or subsequently acquired by an electing U.S. Holder and can only he revoked
      with
      consent of the IRS (except to the extent the ordinary shares no longer
      constitute “marketable stock”).




70




We
      believe that we were not a PFIC for 2006, 2005, 2004 or any year prior to 2001,
      based upon our income, assets, activities and 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 taxable 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, mark-to-market or certain other special
      elections. 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/or 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;
                or




·
            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 certain other conditions
                are met
                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, or proceeding from the disposition
      of, our ordinary shares. U.S. Holders are also generally subject to back-up
      withholding (currently at a rate of up to 28%) on dividends paid in the United
      States on (currently at a rate of up to 28%) 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.




Non-U.S.
      Holders generally are not subject to information reporting or back-up
      withholding with respect to dividends paid on, or upon the proceeds from the
      disposition of, our ordinary shares, provided that such Non-U.S. Holder provides
      tax payer 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.**  **STATEMENT
      BY EXPERTS**




Not
      applicable.




71




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




We
      are
      required to file reports and other information with the SEC, under the Exchange
      Act and the regulations thereunder applicable to foreign private issuers. We
      are
      subject to the informational requirements of the Exchange Act, applicable to
      foreign private issuers and fulfill the obligation with respect to such
      requirements by filing reports with the SEC. You may read and copy any document
      we file with the SEC without charge at the SEC’s public reference room, located
      at 100 F Street, N.E ., Washington, D.C. 20549. Copies of such material may
      be
      obtained by mail from the Public Reference Branch of the SEC at such address,
      at
      prescribed rates. Please call the SEC at l-800-SEC-0330 for further information
      on the public reference room. In
      addition, some of our filings are available to the public at the SEC’s website
      (www.sec.gov). We also generally make available on our own web site
      (www.radcom.com) our annual reports as well as other information. Our website
      is
      not part of this annual report.




Any
      statement in this annual report about any of our contracts or other documents
      is
      not necessarily complete. If the contract or document is filed as an exhibit
      to
      this annual report, the contract or document is deemed to modify the description
      contained in this annual report. We urge you to review the exhibits themselves
      for a complete description of the contract or document.




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 SEC 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**




We
      are
      exposed to a variety of risks, including changes in interest rates affecting
      primarily the interest received on short-term deposits and foreign currency
      fluctuations. We do not use derivative financial instruments. We may in the
      future undertake hedging or other similar transactions or invest in market
      risk
      sensitive instruments if our management determines that it is necessary to
      offset these risks.




**Interest
      Rate Risk**




Our
      exposure to market risks for changes in interest rates relates primarily to
      our
      cash and cash equivalents and to loans we take that are based on a
      floating/fixed interest rate. Our cash and cash equivalents are held
      substantially in U.S. dollars with financial banks and bear annual interest
      of
      approximately 4.65% . For purposes of specific risk analysis, we use sensitivity
      analysis to determine the impact that market risk exposure may have on the
      financial income derived from our cash and cash equivalents.




**Foreign
      Currency Exchange Risk**




Our financial results may be negatively impacted by foreign currency
      fluctuations. Our foreign operations are generally transacted through our U.S.
      subsidiary and through our representatives and distributors. Typically, these
      sales and related expenses are denominated in U.S. dollars, while most of our
      expenses are denominated in NIS. Because our financial results are reported
      in
      U.S. dollars, our results of operations may be adversely impacted by
      fluctuations in the rates of exchange between the U.S. dollar and other
      currencies, mainly the NIS.




72







**PART
      II**




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




Not
      applicable.




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




**Use
      of Proceeds**




***Initial
      Public Offering.*** 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. On June 12, 1996, we filed this registration statement with the
      SEC
      on Form F-1 (File No. 333-05022); we filed amended F-1s on August 1, 1997,
      September 4, 1997 and September 12, 1997. 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,
      2006, approximately $0.4 million of the net proceeds has been used for the
      construction of facilities; $7.8 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
      $10.2 million has been used for operational expenditures.




***Private
      Placement.*** In
      March
      2004, we raised $5.5 million in our PIPE transaction (i.e., the private
      placement of ordinary shares and warrants). For
      additional information on this PIPE transaction, see “Item 5—Operating and
      Financial Review and Prospects—Liquidity and Capital Resources—Private
      Placement.” Under the PIPE transaction, we issued, in March 2004, 3,851,540 of
      our ordinary shares at an aggregate purchase price of $5.5 million, or $1.428
      per ordinary share. 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
      were exercisable for two years from the PIPE’s date of closing. As part of the
      private placement, we filed with the SEC a resale registration statement
      covering the shares purchased in the private placement (including the shares
      underlying the warrants); our F-3 (File No. 333-115475) was filed with the
      SEC
      on May 13, 2004, while our amended F-3/As were filed on October 15, 2004 and
      November 26, 2004. 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 and 2006, our investors exercised warrants to purchase 328,256
      ordinary shares and 625,877 ordinary shares, respectively. Our net proceeds
      from
      these exercises were approximately $725,000 and $1.4 million, respectively.
      The
      net proceeds of the exercise of the warrants have been, and will continue to
      be,
      used for working capital and general corporate purposes, and in accordance
      with
      our budget, as it is periodically approved by our Board of Directors.




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




**a.**  **Disclosure
      Controls and Procedures**




The
      Company’s management, with the participation of its chief executive officer and
      chief financial officer, evaluated the effectiveness of the Company’s disclosure
      controls and procedures over financial reporting (as defined in
      Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of December 31,
      2006. Based on this evaluation, the Company’s chief executive officer and chief
      financial officer concluded that, as of December 31, 2006, the Company’s
      disclosure controls and procedures were: (1) designed to ensure that
      material information relating to the Company, including its consolidated
      subsidiaries, is accumulated and communicated to the Company’s management,
      including the Company’s chief executive officer and chief financial officer, and
      by others within those entities, as appropriate to allow timely decisions
      regarding required disclosure, particularly during the period in which this
      report was being prepared; and (2) effective, in that they provide
      reasonable assurance that information required to be disclosed by the Company
      in
      the reports that it files or submits under the Exchange Act is recorded,
      processed, summarized and reported within the time periods specified by the
      SEC’s rules and forms




73




**b.**  **Changes
      in Internal Control Over Financial Reporting**




There
      were no changes in the Company’s internal control over financial reporting (as
      defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that
      occurred during the year ended December 31, 2006 that have materially affected,
      or are reasonably likely to materially affect, our internal control over
      financial reporting.




**ITEM
              16.**
            **RESERVED**




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




Our
      Board
      of Directors has determined that Zohar Gilon is our “audit committee financial
      expert” (as defined in the Instruction to paragraph (a) of Item 16A of Form
      20-F) serving on our Audit Committee. 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 a our Code of Ethics and
      Business Conduct, a code that applies to all our directors, officers and other
      employees of the Company, including our Chief Executive Officer and President,
      and our Chief Financial Officer and Vice President of Finance. A copy of the
      Code of Ethics and Business Conduct was filed as Exhibit 11 to our Annual Report
      on Form 20-F, filed with the SEC on May 6, 2004.




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




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




In
      the
      annual meeting held in September 2006, 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:




Year
                Ended
              December
                31,2006
            
            2005Audit
                Fees
            
            $
            110,000
            
            $
            65,000Audit-Related
                Fees
            
            
            -
            
            
            -Tax
                Fees
            
            
            -
            
            $
            5,000All
                Other Fees
            
            
            -
            
            
            -Total
            
            $
            110,000
            
            $
            70,000




74




“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.




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 the 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**




Our
      consolidated financial statements and the report of independent registered
      public accounting firm in connection therewith are filed as part of this annual
      report, as noted below:




Index
                to the Consolidated Financial Statements
            
            PageReport
                of Independent Registered Public Accounting Firm
            
            
            F-2Consolidated
                Balance Sheets at December 31, 2006 and 2005
            
            
            F-3Consolidated
                Statements of Operations for the Years Ended December 31, 2006, 2005
                and
                2004
            
            
            F-5Consolidated
                Statements of Changes in Shareholders’ Equity for the Years Ended December
                31, 2006, 2005 and 2004
            
            
            F-6Consolidated
                Statements of Cash Flows for the Years Ended December 31, 2006, 2005
                and
                2004
            
            
            F-7Notes
                to Consolidated Financial Statements
            
            
            F-9




75


**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)4.17
            
            Share
                and Warrant Purchase Agreement, dated as of March 17, 2004, by and
                between
                RADCOM Ltd. and the purchasers listed therein(12)




76




Exhibit
                No.
            
            Description4.18
            
            Form
                of Warrant(12)8.1
            
            List
                of Subsidiaries11.1
            
            Code
                of Ethics(12)12.1
            
            Certification
                of the Chief Executive Officer pursuant to Section 302 of the
                Sarbanes-Oxley Act of 200212.2
            
            Certification
                ofthe
                Chief Financial Officerpursuant
                to Section 302 of the Sarbanes-Oxley Act of 200213.1
            
            Certification
                of the Chief Executive Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200213.2
            
            Certification
                of the Chief Financial Officer pursuant to Section 906 of the
                Sarbanes-Oxley Act of 200214.1
            
            Consent
                of KPMG Somekh Chaikin, a member firm of KPMG International, dated
                June
                27, 2007







(1)
            Incorporated
                herein by reference to the Registration Statement on Form F-1 of
                RADCOM
                Ltd. (File No. 333-05022), filed with the SEC on June 12,
                1996.




(2)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13244), filed with the SEC on March 7,
                2001.




(3)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13246), filed with the SEC on March 7,
                2001.




(4)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13248) filed with the SEC on March 7,
                2001.




(5)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13250), filed with the SEC on March 7,
                2001.




(6)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13254), filed with the SEC on March 7,
                2001.




(7)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-13252), filed with the SEC on March 7,
                2001.




(8)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-14236), filed with the SEC on December 28,
                2001.




(9)
            Incorporated
                herein by reference to the Registration Statement on Form S-8 of
                RADCOM
                Ltd. (File No. 333-111931), filed with the SEC on January 15,
                2004.




(10)
            Incorporated
                herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal
                year
                ended December 31, 2000, filed with the SEC on June 29,
                2001.




(11)
            Incorporated
                herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal
                year
                ended December 31, 2001, filed with the SEC on March 27,
                2002.




(12)
            Incorporated
                herein by reference to the Form 20-F of RADCOM Ltd. for the fiscal
                year
                ended December 31, 2003,
                filed with the SEC on May 6, 2004.




77


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/
              David Ripstein*Name:
                  David Ripstein
                Title:
                  Chief Executive Officer
                Date:
                  June 27, 2007




78


**RADCOM
      Ltd.**




**(an
      Israeli Corporation)**


**and
      its Consolidated Subsidiaries**






**Consolidated
      Financial Statements**


**As
      of December 31, 2006**







Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Consolidated
        Financial Statements as of December 31, 2006**
 **Table
                    of Contents****Page**Report
                    of Independent Registered Public Accounting Firm
                F-2**Consolidated
                    Financial Statements:**Consolidated
                    Balance Sheets as of December 31, 2006 and 2005
                F-3Consolidated
                    Statements of Operations for the years ended December 31, 2006,
                    2005 and
                    2004
                F-5Consolidated
                    Statements of Shareholders' Equity and Comprehensive Income (Loss)
                    for the
                    years ended December 31, 2006, 2005 and 2004
                F-6Consolidated
                    Statements of Cash Flows for the years ended December 31, 2006,
                    2005 and
                    2004
                F-7Notes
                    to the Consolidated Financial Statements as of December 31,
                    2006
                F-9
 
 
  **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, 2006
        and
        2005, 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, 2006. 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, 2006 and 2005 and the results of their
        operations and their cash flows for each of the years in the three-year period
        ended December 31, 2006, in conformity with U.S. generally accepted
        accounting principles.
 
 As
        explained in Note 2P to the consolidated financial statements, effective
        January
        1, 2006, the Company adopted Financial Accounting Standards Board Statement
        No.
        123R "Share-Based Payment".
 
 
 Somekh
        Chaikin
 Certified
        Public Accountants (Isr.)
 Member
        Firm of KPMG International
 
 Tel
        Aviv,
        Israel
 June
        25,
        2007
 
 F-2
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Consolidated
        Balance Sheets**
 **December
                    31****2006**
                
                **2005****US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Assets****Current
                    Assets**Cash
                    and cash equivalents (Note 8A1)
                
                
                **2,007**
                
                
                10,520Short-term
                    deposits (Note 8A2)
                
                
                **8,060**
                
                
                -Trade
                    receivables, net (Note 8A3)
                
                
                **10,591**
                
                
                7,856Inventories
                    (Note 8A4)
                
                
                **2,675**
                
                
                1,938Other
                    current assets (Note 8A5)
                
                
                **825**
                
                
                380Total
                    current assets
                
                
                **24,158**
                
                
                20,694**Assets
                    held for severance benefits (Note 4)**
                
                
                **2,187**
                
                
                1,863**Property
                    and equipment, net (Note 3)**
                
                
                **1,408**
                
                
                1,233**Total
                    Assets**
                
                
                **27,753**
                
                
                23,790
 F-3
 Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Consolidated
        Balance Sheets**
 **December
                    31****2006**
                
                **2005****US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Liabilities
                    and Shareholders' Equity****Current
                    Liabilities**Trade
                    payables
                
                
                **2,551**
                
                
                2,148Current
                    deferred revenue
                
                
                **1,534**
                
                
                1,545Other
                    payables and accrued expenses (Note 8A6)
                
                
                **4,290**
                
                
                4,014Total
                    current liabilities
                
                
                **8,375**
                
                
                7,707**Long-Term
                    Liabilities**Long-term
                    deferred revenue
                
                
                **1,109**
                
                
                1,161Liability
                    for employees severance pay benefits (Note 4)
                
                
                **2,896**
                
                
                2,437Total
                    long-term liabilities
                
                
                **4,005**
                
                
                3,598Total
                    liabilities
                
                
                **12,380**
                
                
                11,305**Commitments
                    and contingencies (Note 5)****Shareholders'
                    Equity (Note 6)**Share
                    capital *
                
                
                **120**
                
                
                107Additional
                    paid-in capital
                
                
                **47,542**
                
                
                44,613Accumulated
                    deficit
                
                
                **(32,289**
                **)**
                
                (32,235
                )Total
                    shareholders' equity
                
                
                **15,373**
                
                
                12,485**Total
                    Liabilities and Shareholders' Equity**
                
                
                **27,753**
                
                
                23,790
  Zohar
                  Zisapel
              
              David
                  Ripstein
              
              Jonathan
                  BurginChairman
                  of the Board of Directors
              
              Chief
                  Executive Officer
              
              Chief
                  Financial Officer
 
 Date:
        June 25, 2007
 
 *
              39,990,680
                  Ordinary Shares of NIS 0.05 par value ("Ordinary Shares") authorized
                  as of
                  December 31, 2006 and 2005; 9,320 Deferred Shares of NIS 0.05 par
                  value
                  authorized as of December 31, 2005; 16,232,277 and 14,958,477 Ordinary
                  Shares issued and outstanding as of December 31, 2006 and 2005,
                  respectively and 9,320 Deferred Shares issued and outstanding as
                  of
                  December 31, 2005.
 
 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****2006**
                
                **2005**
                
                **2004****US$
                    (in thousands)**
                
                **US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Except
                    per share amounts****Revenues
                    (Note 8B1):**Products
                
                **20,641**
                
                20,514
                
                13,956Services
                
                **2,900**
                
                1,826
                
                2,099**23,541**
                
                22,340
                
                16,055**Cost
                    of revenues:**Products
                
                **7,213**
                
                7,290
                
                5,045Services
                
                **183**
                
                108
                
                82**7,396**
                
                7,398
                
                5,127**Gross
                    profit**
                
                
                **16,145**
                
                
                14,942
                
                
                10,928**Operating
                    expenses:**Research
                    and development
                
                
                **6,826**
                
                
                5,815
                
                
                5,232Less
                    - royalty-bearing participation (Note 5A1)
                
                
                **1,904**
                
                
                1,735
                
                
                1,722Research
                    and development, net
                
                
                **4,922**
                
                
                4,080
                
                
                3,510Sales
                    and marketing
                
                
                **9,196**
                
                
                7,881
                
                
                6,983General
                    and administrative
                
                
                **2,553**
                
                
                1,689
                
                
                2,191**Total
                    operating expenses**
                
                
                **16,671**
                
                
                13,650
                
                
                12,684**Operating
                    income (loss)**
                
                
                **(526**
                **)**
                
                1,292
                
                
                (1,756
                )**Financing
                    income, net (Note 8B2):**Financing
                    income
                
                
                **497**
                
                
                270
                
                
                118Financing
                    expenses
                
                
                **(25**
                **)**
                
                (35
                )
                
                (40
                )Financing
                    income, net
                
                
                **472**
                
                
                235
                
                
                78**Income
                    (loss) before taxes on income**
                
                
                **(54**
                **)**
                
                1,527
                
                
                (1,678
                )Taxes
                    on income (Note 7)
                
                
                **-**
                
                
                -
                
                
                -**Net
                    income (loss) for the year**
                
                
                **(54**
                **)**
                
                1,527
                
                
                (1,678
                )**Income
                    (loss) per share :**Basic
                    net income (loss) per Ordinary Share (US$)
                
                
                **(0.00**
                **)**
                
                0.10
                
                
                (0.12
                )Diluted
                    net income (loss) per Ordinary Share (US$)
                
                
                **(0.00**
                **)**
                
                0.10
                
                
                (0.12
                )Weighted
                    average number of Ordinary Shares used tocompute
                    basic net income (loss) per Ordinary Share
                
                
                **15,894,036**
                
                
                14,696,090
                
                
                13,453,509Weighted
                    average number of Ordinary Shares used tocompute
                    diluted net income (loss) per Ordinary Share
                
                
                **15,894,036**
                
                
                15,561,585
                
                
                13,453,509
  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****January
                  1, 2004**
              
              
              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
              
              
              1,527Reclassificationadjustment
                  for losson
                  available for saleincluded
                  in net income
              
              
              -
              
              
              -
              
              
              -
              
              
              13
              
              
              -
              
              
              13Comprehensive
                  income
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,540Employees'
                  stockoption
                  compensation
              
              
              -
              
              
              -
              
              
              12
              
              
              -
              
              
              -
              
              
              12Exercise
                  of options
              
              
              191,873
              
              
              2
              
              
              182
              
              
              -
              
              
              -
              
              
              184Exercise
                  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**Changes
                  during 2006:**Net
                  loss and comprehensive loss for the year
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **-**
              
              
              **(54**
              **)**
              
              **(54**
              **)**Employees'
                  stockoption
                  compensation
              
              
              **-**
              
              
              **-**
              
              
              **558**
              
              
              **-**
              
              
              **-**
              
              
              **558**Exercise
                  of options
              
              
              **647,923**
              
              
              **7**
              
              
              **967**
              
              
              **-**
              
              
              **-**
              
              
              **974**Exercise
                  of warrants
              
              
              **625,877**
              
              
              **6**
              
              
              **1,404**
              
              
              **-**
              
              
              **-**
              
              
              **1,410****Balance
                  as of****December
                  31, 2006**
              
              
              **16,232,277**
              
              
              **120**
              
              
              **47,542**
              
              
              **-**
              
              
              **(32,289**
              **)**
              
              **15,373**
 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****2006**
                
                **2005**
                
                **2004****US$
                    (in thousands)**
                
                **US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Cash
                    flows from operating activities:**Net
                    income (loss) for the year
                
                
                **(54**
                **)**
                
                1,527
                
                
                (1,678
                )Adjustments
                    to reconcile net income (loss) to net cashprovided
                    by (used in) operating activities:Depreciation
                
                
                **603**
                
                
                579
                
                
                797Decrease
                    (increase) in value and accrued interest frommarketable
                    securities
                
                
                **-**
                
                
                5
                
                
                (5
                )Accrued
                    interest on short-term bank deposits
                
                
                **(73**
                **)**
                
                -
                
                
                -Loss
                    from sale of property and equipment
                
                
                **7**
                
                
                -
                
                
                9Employees'
                    stock option compensation
                
                
                **558**
                
                
                12
                
                
                94Increase
                    (decrease) in severance pay, net
                
                
                **135**
                
                
                (44
                )
                
                (89
                )Increase
                    in trade receivables, net
                
                
                **(2,735**
                **)**
                
                (2,515
                )
                
                (1,572
                )Increase
                    (decrease) in deferred revenue
                
                
                **(63**
                **)**
                
                1,234
                
                
                414Decrease
                    (increase) in other current assets
                
                
                **(445**
                **)**
                
                500
                
                
                (534
                )Decrease
                    (increase) in inventories
                
                
                **(1,180**
                **)**
                
                143
                
                
                (892
                )Increase
                    in trade payables
                
                
                **380**
                
                
                138
                
                
                864Increase
                    (decrease) in other payables andaccrued
                    expenses
                
                
                **276**
                
                
                (190
                )
                
                413Net
                    cash provided by (used in) operating activities
                
                
                **(2,591**
                **)**
                
                1,389
                
                
                (2,179
                )**Cash
                    flows from investing activities:**Proceeds
                    from sale of marketable securities
                
                
                **-**
                
                
                2,000
                
                
                1,000Investment
                    in marketable securities
                
                
                **-**
                
                
                -
                
                
                (3,000
                )Investment
                    in short-term deposits
                
                
                **(7,987**
                **)**
                
                -
                
                
                -Proceeds
                    from sale of property and equipment
                
                
                **8**
                
                
                -
                
                
                40Purchase
                    of property and equipment
                
                
                **(327**
                **)**
                
                (336
                )
                
                (292
                )Net
                    cash provided by (used in) investing activities
                
                
                **(8,306**
                **)**
                
                1,664
                
                
                (2,252
                )
 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****2006**
                
                **2005**
                
                **2004****US$
                    (in thousands)**
                
                **US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Cash
                    flows from financing activities:**Issuance
                    of ordinary shares and detachable warrantsnet
                    of issuance expenses
                
                
                **-**
                
                
                -
                
                
                5,311Exercise
                    of warrants
                
                
                **1,410**
                
                
                725
                
                
                -Exercise
                    of options
                
                
                **974**
                
                
                184
                
                
                64Net
                    cash provided by financing activities
                
                
                **2,384**
                
                
                909
                
                
                5,375**Increase
                    (decrease) in cash and cash equivalents**
                
                
                **(8,513**
                **)**
                
                3,962
                
                
                944**Cash
                    and cash equivalents at beginning of year**
                
                
                **10,520**
                
                
                6,558
                
                
                5,614**Cash
                    and cash equivalents at end of year**
                
                
                **2,007**
                
                
                10,520
                
                
                6,558
  **Schedule
        A - Non-Cash Investing Activities**
 
 Purchase
        of property and equipment on credit aggregate US$ 72 thousand, US$ 49 thousand
        and US$ 66 thousand for the years ended December 31, 2006, 2005 and 2004,
        respectively.
 
 Inventories
        capitalized as fixed assets aggregate US$ 443 thousand, US$ 319 thousand
        and
        US$ 231 thousand for the years ended December 31, 2006, 2005 and 2004,
        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,
        2006**
 
 **Note
        1 - General**
 
 Radcom
        Ltd. (the “Company”) is an Israeli corporation that operates in one business
        segment of communication networks. The Company provides innovative network
        test
        and service monitoring solutions for communications service providers and
        equipment vendors. The Company specializes in Next Generation Wireless and
        Wireline technologies for Voice, Data and Video. The Company’s products
        facilitate fault management, network service performance monitoring and
        analysis, troubleshooting and pre-mediation. RADCOM’ shares are listed on both
        the Nasdaq Global Market and the Tel Aviv Stock Exchange under the symbol
        RDCM.
 
 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 of the Company’s products in North America.
 
 In
        addition, the Company has two other subsidiaries, one in the United Kingdom
        and
        one in Israel. As of December 31, 2006, these subsidiaries had 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 (“dollar” or
                  "dollars")**
 
 Substantially
        all of the Company's sales are denominated in dollars and are made outside
        Israel (see Note 8B1 regarding geographical distribution). Most purchases
        of
        materials and components, and most marketing costs, are incurred, primarily
        in
        transactions denominated in dollars. Therefore, the currency of the primary
        economic environment in which the operations of the Company are conducted
        is the
        United States 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.
 
 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,
        2006**
  **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", during 2004 and 2005 the Company classified all its
        marketable securities as available-for-sale. Such marketable securities were
        stated at market value.
 
 Unrealized
        gains and losses were reported as a separate component of shareholders' equity
        and comprehensive income (loss). Interest income was included in financing
        income. Realized gains and losses were included in financing
        income.
  **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 of the reported
        periods through December 31, 2006 is determined as a specific amount for
        those
        accounts for which collection is uncertain.
 
 F-10
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **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.
  Inventory
        write-downs are provided to cover technological obsolescence, excess inventories
        and discontinued products.
 
 **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.
 
 **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, at
        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
              
              
              25
                  - 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, 2006, no
        impairment losses had been identified.
  F-11
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **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 its products, the Company provides a one-year warranty,
        which includes bug fixing and a hardware warranty ("the Warranty"). The Company
        records an appropriate provision for Warranty in accordance with SFAS No.
        5,
        "Accounting for Contingencies".
 
 2.
              After
                  the Warranty period initially provided with the Company's products,
                  the
                  Company may sell extended warranty contracts, which includes bug
                  fixing
                  and a hardware warranty. In such cases, revenues attributable to
                  the
                  extended warranty are deferred at the time of the initial sale
                  and
                  recognized ratably over the extended contract warranty
                  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 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 representative for the sales in its territory. The Company
                  reports
                  sales through independent representatives on a gross basis, based
                  on the
                  indicators of the Emerging Issues Task Force (“EITF”) No. 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 are deferred and amortized
                  over
                  the estimated product life, however the expenditures incurred to
                  date have
                  been immaterial and accordingly, such costs have been expensed
                  in the
                  period incurred.
  F-12
 
 Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        2 - Significant Accounting Policies (cont'd)**
 
 **N.**
              **Government
                  grants**
 
 The
        Company receives royalty-bearing participation, which represents participation
        of the Government of Israel (specifically, the Office of the Chief Scientist
        -
        the "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.
        See also Note 5A.
 
 **O.**
              **Allowance
                  for product warranty**
 
 The
        Company's policies is to grant a product warranty for a period of up to 12
        months on its products. The provision for warranties for all periods through
        December 31, 2006, is determined based upon the Company's past experience.
 
 The
        followings are the changes in the liability for product warranty from January
        1,
        2005 to December 31, 2006:
 **US$****(in
                    thousands)**Balance
                    at January 1, 2005
                
                
                172Accrual
                    for warranties issued during the year
                
                
                260Reduction
                    for payments and costs to satisfy claims
                
                
                (203
                )Balance
                    at December 31, 2005
                
                
                229Accrual
                    for warranties issued during the year
                
                
                **422**Reduction
                    for payments and costs to satisfy claims
                
                
                **(296**
                **)**Balance
                    at December 31, 2006
                
                
                **355**
  **P.**
              **Share-based
                  compensation**
 
 On
        January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based
        Payment” (“SFAS No. 123(R)”), which requires the measurement and recognition of
        compensation expense for all share-based payment awards made to employees
        and
        directors based on estimated fair values. SFAS No. 123(R) supersedes the
        Company’s previous accounting under Accounting Principles Board Opinion
        No. 25, “Accounting for Stock Issued to Employees” (“APB 25”) for periods
        beginning in fiscal 2006. In March 2005, the United States Securities and
        Exchange Commissions (the “SEC”) issued Staff Accounting Bulletin No. 107 (“SAB
        107”) which relates to SFAS No. 123(R). The Company has applied the provisions
        of SAB 107 in its adoption of SFAS No. 123(R). The Company adopted SFAS No.
        123(R) using the modified prospective transition method, which requires the
        application of the accounting standard as of January 1, 2006. The Company’s
        consolidated financial statements as of and for the year ended December 31,
        2006, reflect the impact of SFAS No. 123 (R). In accordance with the modified
        prospective transition method, the Company’s consolidated financial statements
        for prior periods have not been restated to reflect, and do not include,
        the
        impact of SFAS No. 123(R). Share-based compensation expense recognized under
        SFAS No. 123(R) for fiscal 2006 was US$ 558 thousand.
  F-13
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        2 - Significant Accounting Policies (cont'd)**
 
 **P.**
              **Share-based
                  compensation (cont’d)**
 
 SFAS
        No.
        123 (R) requires companies to estimate the fair value of share-based payment
        awards on the grant date using an option-pricing model. The value of the
        portion
        of the award that is ultimately expected to vest is recognized as expense
        over
        the requisite service periods in the Company’s consolidated statements of
        operations. Prior to the adoption of SFAS No. 123 (R), the Company accounted
        for
        share-based awards to employees and directors using the intrinsic value method
        in accordance with APB 25 as allowed under SFAS No. 123, “Accounting for
        Stock-Based Compensation” (“SFAS No. 123).
  Share-based
        compensation expense recognized during the current period is based on the
        value
        of the portion of share-based payment awards that is ultimately expected
        to
        vest.
  SFAS
        No.
        123 (R) requires forfeitures to be estimated at the time of grant in order
        to
        estimate the amount of share-based awards that will ultimately vest. The
        estimate is based on the Company’s historical rates of forfeiture. Share-based
        compensation expense recognized in the Company’s consolidated statement of
        operations for fiscal 2006 includes (i) compensation expense for share-based
        payment awards granted prior to, but not yet vested as of December 31, 2005,
        based on the grant-date fair value estimated in accordance with the pro forma
        provisions of SFAS No. 123 and (ii) compensation expense for the share-based
        payment awards granted subsequent to December 31, 2005, based on the grant-date
        fair value estimated in accordance with the provisions of SFAS No. 123
        (R).
  Since
        share-based compensation expense recognized in the consolidated statements
        of
        operations for fiscal 2006 is based on awards ultimately expected to vest,
        it
        has been reduced for estimated forfeitures.
  Upon
        adoption of SFAS No. 123 (R), the Company did not change its method of valuation
        for share-based awards which is the Black-Scholes option pricing model (see
        also
        Note 6C).
  Share-based
        compensation expense reduced the Company’s results of operations as
        follows:
 **Year
                    ended****December
                    31****2006****US$
                    (in thousands)****except
                    per share****amounts**Income
                    before income taxes
                
                
                558Net
                    income
                
                
                558Income
                    per common share - basic (US$)
                
                
                0.04Income
                    per common share - diluted (US$)
                
                
                0.04
 
 The
        following table illustrates the effect on net income (loss) and income (loss)
        per share if the Company had applied the fair value recognition provisions
        of
        SFAS No. 123 to options granted under the Company’s stock option plans in all
        periods presented. For purposes of this pro forma disclosure, the value of
        the
        options is estimated using a Black-Scholes option-pricing model and is amortized
        to expense over the options’ vesting period.
 
 F-14
 Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 
 **Notes
          to the Consolidated Financial Statements as of December 31,
          2006**
  **Note
        2 - Significant Accounting Policies (cont'd)**
 
 **P.**
              **Share-based
                  compensation (cont’d)**
 **Year
                    ended**
                
                **Year
                    ended****December
                    31**
                
                **December
                    31****2005**
                
                **2004****US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Except
                    per share amounts**Net
                    income (loss) as reported
                
                
                1,527
                
                
                (1,678
                )Add:
                    compensation expenses according to APB 25included
                    in the reported net income (loss)
                
                
                12
                
                
                94Deduct:
                    compensation expenses according to SFAS No. 123
                
                
                (669
                )
                
                (561
                )Net
                    income (loss) - pro forma
                
                
                870
                
                
                (2,145
                )Basic
                    net income (loss) per ordinary share as reported (US$)
                
                
                0.10
                
                
                (0.12
                )Pro
                    forma basic net income (loss) per ordinary share (US$)
                
                
                0.06
                
                
                (0.16
                )Diluted
                    net income (loss) per ordinary share as reported (US$)
                
                
                0.10
                
                
                (0.12
                )Pro
                    forma diluted net income (loss) per ordinary share (US$)
                
                
                0.06
                
                
                (0.16
                )
  **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.
 
 **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 by the weighted average number of common shares outstanding during
        the
        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 securities had been
        exercised during the period, calculated under the treasury stock
        method.
  Due
        to
        the net loss incurred in fiscal 2004 and 2006, 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 income per share was 805,435 and 60,060,
        respectively, using the treasury stock method.
  F-15
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        2 - Significant Accounting Policies (cont'd)**
 
 **R.**
              **Income
                  (loss) per share (cont’d)**
 
 Certain
        securities (as of December 31, 2006: 2,669,761 stock options; as of December
        31,
        2005: 996,042 stock options and 358,895 warrants, as of December 31, 2004:
        3,250,797 stock options and 962,887 warrants) were not included in the
        computation of diluted earning (loss) per share since they were
        anti-dilutive.
 
 **S.**
              **Treasury
                  shares**
 
 Acquisitions
        of the Company's shares by the Company are deducted from the share capital
        and
        additional paid-in capital.
 
 **T.**
              **Reclassification**
 
 Certain
        prior year amounts have been reclassified to conform to the current year
        presentation.
 
 **Note
        3 - Property and Equipment, Net**
 
 **A.**
              Composition
                  of assets, grouped by major classification, is as
                  follows:
 **December
                    31****2006**
                
                **2005****US$
                    (in thousands)**
                
                **US$
                    (in thousands)****Cost**Demonstration
                    and rental equipment
                
                
                **2,039**
                
                
                2,192Research
                    and development equipment
                
                
                **3,288**
                
                
                4,792Motor
                    vehicles
                
                
                **26**
                
                
                2Manufacturing
                    equipment
                
                
                **1,310**
                
                
                1,325Office
                    furniture and equipment
                
                
                **1,081**
                
                
                1,239Leasehold
                    improvements
                
                
                **654**
                
                
                411**8,398**
                
                
                9,961**Accumulated
                    depreciation**Demonstration
                    and rental equipment
                
                
                **1,828**
                
                
                1,961Research
                    and development equipment
                
                
                **2,921**
                
                
                4,287Motor
                    vehicles
                
                
                **6**
                
                
                2Manufacturing
                    equipment
                
                
                **1,055**
                
                
                1,073Office
                    furniture and equipment
                
                
                **953**
                
                
                1,098Leasehold
                    improvements
                
                
                **227**
                
                
                307**6,990**
                
                
                8,728**1,408**
                
                
                1,233
  F-16
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        3 - Property and Equipment, Net (cont’d)**
 
 **B.**
              Depreciation
                  expenses amounted to US$ 603 thousand, US$ 579 thousand and US$
                  797
                  thousand for the years ended December 31, 2006, 2005 and 2004,
                  respectively.
  **Note
        4 - Liability for Employees Severance Pay Benefits**
 
 The
        Company's liability for severance pay for its Israeli employees is calculated
        pursuant to Israeli severance pay law based on the most recent salary of
        the
        employees multiplied by the number of years of employment as of the balance
        sheet date. After completing one full year of employment, the Company's Israeli
        employees are entitled to one month's salary for each year of employment
        or a
        portion thereof. The Company's liability is fully provided by monthly deposits
        with severance pay funds, insurance policies and by an accrual. The liability
        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, 2006, 2005 and 2004 amounted to US$ 725 thousand, US$
        434
        thousand and US$ 240 thousand, respectively.
 
 **Note
        5 - Commitments and Contingencies**
 
 **A.**
              **Royalty
                  commitments**
 
 1.
              The
                  Company received research and development grants from 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 3.5% 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 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, 2006 were US$ 24.9 million. The accumulated interest as of December
        31, 2006 was US$ 2.7 million. As of December 31, 2006, the accumulated
        royalties paid to the OCS were US$ 6.8 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$ 20.9 million
        as
        of December 31, 2006.
 
 Royalties
        expenses relating to the OCS grants included in cost of sales for the years
        ended December 31, 2006, 2005 and 2004 were US$ 807 thousand, US$ 769 thousand
        and US$ 561 thousand, respectively.
  F-17
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        5 - Commitments and Contingencies (cont’d)**
 
 **A.**
              **Royalty
                  commitments (cont’d)**
 
 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
                  the event
                  the Company does 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, 2006, were US$ 340 thousand. Accordingly, as of December
        31,
        2006, 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$ 92 thousand, or a total of US$ 602 thousand. As of December 31,
        2006, 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$ 306 thousand as of December 31, 2006.
 
 Royalties
        expenses relating to the BIRD-F grants included in cost of sales for the
        years
        ended December 31, 2006, 2005 and 2004 were less than US$ 1 thousand for
        each of
        these years.
 
 **B.**
              **Operating
                  leases**
 
 1.
              Premises
                  occupied by the Company and the US Subsidiary are rented under
                  various
                  rental agreements with related parties (see Note
                  9).
 
 The
        rental agreements for the premises in Tel Aviv, China, Korea and New Jersey,
        United States, expire between December 31, 2007 and January 15, 2011. Minimum
        future gross rental and maintenance payments due under the above agreements,
        at
        exchange rates in effect on December 31, 2006, were as follows:
 **Year
                    ended December 31**
                
                **US$
                    (in thousands)**2007
                
                
                6932008
                
                
                6872009
                
                
                1232010
                
                
                962011
                
                
                4
 
 Rental
        and maintenance expenses (net of sublease income from premises under sublease
        agreements) amounted to US$ 684 thousand, US$ 620 thousand and US$ 748 thousand,
        for the years ended December 31, 2006, 2005 and 2004, respectively.
  F-18
  Radcom
        Ltd. (An Israeli Corporation)
 and
        its
        subsidiaries
 
 **Notes
        to the Consolidated Financial Statements as of December 31,
        2006**
  **Note
        5 - Commitments and Contingencies (cont’d)**
 
 **B.**
              **Operating
                  leases (cont’d)**
 
 2.
              The
                  Company leases 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, 2006, non-cancelable operating rentals for motor vehicles were
        payable as follows:
 **Year
                      ended December 31**
                  
                  **US$
                      (in thousands)**2007
                  
                  
                  5642008
                  
                  
                  4242009
                  
                  
                  1742010
                  
                  
                  65
 During
        2006, 2005 and 2004, an amount of US$ 554 thousand, US$ 459 thousand and
        US$ 406
        thousand, respectively, was recognized as an expense in the statement of
        operations in respect of operating leases for motor vehicles.
 
 **C.**
              **Legal
                  proceedings**
 
 1.
              In
                  November 2005, the Company was served with a claim by Qualitest
                  Ltd.
                  (“Qualitest”), an Israeli company that 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
                  June 2006,
                  Qualitest paid the Company US$ 69 thousand in accordance with a
                  partial
                  verdict of the arbitrator. In June 2007, Qualitest paid the Company
                  $18
                  thousand and by that and the partial verdict, settled the Company’s
                  conterclaim. The file now continues only regarding Qualitest’s claim
                  against the Company. The summations were alraedy filed by both
                  parties. 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. The parties are still corresponding
                  in an
                  effort to solve this matter
                  amicably.
 
 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 amount paid 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.
  F-19
 Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 
 **Notes
          to the Consolidated Financial Statements as of December 31,
          2006**
  **Note
        5 - Commitments and Contingencies (cont’d)**
 
 **D.**
              **Bank
                  guarantee**
 
 The
        Company has granted bank performance guarantees in favor of one of its customers
        in the amount of US$ 189 thousand. The guarantees expire in December
        2007.
 
 **Note
        6 - Shareholders' Equity**
 
 **A.**
              **Share
                  capital**
 
 **1.**
              **The
                  Company’s share capital is comprised of the
                  following:**
 **December
                    31, 2006****Authorized**
                
                **Issued**
                
                **Outstanding****Number
                    of shares**Ordinary
                    Shares of NIS 0.05 par value (i)
                
                
                **39,990,680**
                
                
                ***16,232,277**
                
                
                ***16,232,277**Deferred
                    Shares of NIS 0.05 par value (ii)
                
                
                **-**
                
                
                **-**
                
                
                **-**
  **December
                    31, 2005****Authorized**
                
                **Issued**
                
                **Outstanding****Number
                    of shares**Ordinary
                    Shares of NIS 0.05 par value (i)
                
                
                39,990,680
                
                
                *14,958,477
                
                
                *14,958,477Deferred
                    Shares of NIS 0.05 par value (ii)
                
                
                9,320
                
                
                9,320
                
                
                9,320
  *
              This
                  number 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 that 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 were non-voting and non-participatory.
                  During
                  2006, these Deferred Shares were
                  cancelled.
 
 **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 were exercisable
                  for
                  two years from the closing of the PIPE. 954,133 of the warrants
                  were
                  exercised during 2005 and 2006 and the remaining 8,754 warrants
                  expired
                  during 2006.
  F-20
  Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 **Notes
            to the Consolidated Financial Statements as of December 31,
            2006**
  **Note
          6 - 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.
 
 If
          on the
          final exercise date the market price of the Ordinary 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.
  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-21
 Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
  **Note
        6 - Shareholders' Equity (cont’d)**
 
 **B.**
              **Share
                  option plans (cont’d)**
 
 1.
              The
                  Company has granted options under option plans as follows:
                  (cont’d)
 
 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.
              The
                  2003 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 Company’s Board of Directors (the “Board”)
        elected the "Capital Gains Route".
 
 2.
              Generally,
                  grants in 2006, 2005 and 2004 were at exercise prices that reflect
                  the
                  market value of the Ordinary Shares at the date of
                  grant.
 
 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 is under US$ 3.00 per share.
 
 The
        repricing of the options was accounted for as new measurement date in accordance
        with FASB Interpretation (“FIN”) No. 44, “Accounting for Certain Transactions
        involving Stock Compensation - an interpretation of APB Opinion No. 25” and the
        Company recognized a stock compensation expense of US$ 80 thousand for the
        year
        ended December 31, 2004 in respect to this repricing.
 
 F-22
 Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 **Notes
            to the Consolidated Financial Statements as of December 31,
            2006**
 **Note
        6 - Shareholders' Equity (cont’d)**
 
 **B.**
              **Share
                  option plans (cont’d)**
 
 4.
              Following
                  is the stock option data as of December 31, 2006 and 2005 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, 2006****Vested**
                  
                  **Unvested**
                  
                  **Exercise
                      price**
                  
                  **Vesting
                      period**
                  
                  **Expiration
                      (from**
                    **resolution
                      date)****No.
                      of options**
                  
                  **US$**
                  
                  **Years**
                  
                  **Years**Radcom
                      3(9) Plan
                  
                  
                  **532,800**
                  
                  
                  **-**
                  
                  
                  **2.3125-5.75**
                  
                  
                  **3-6**
                  
                  
                  **10**International
                      Plan
                  
                  
                  **159,389**
                  
                  
                  **188,527**
                  
                  
                  **0.00-2.97**
                  
                  
                  **3-4**
                  
                  
                  **10**2000
                      Share Option Plan
                  
                  
                  **267,612**
                  
                  
                  **-**
                  
                  
                  **0.00-6.125**
                  
                  
                  **3**
                  
                  
                  **10**2001
                      Share Option Plan
                  
                  
                  **274,250**
                  
                  
                  **-**
                  
                  
                  **1.449-1.84**
                  
                  
                  **3-4**
                  
                  
                  **10**2003
                      Share Option Plan
                  
                  
                  **544,590**
                  
                  
                  **702,593**
                  
                  
                  **1.03-4.57**
                  
                  
                  **3-4**
                  
                  
                  **10****1,778,641**
                  
                  
                  **891,120**
 **December
                      31, 2005****Vested**
                  
                  **Unvested**
                  
                  **Exercise
                      price**
                  
                  **Vesting
                      period**
                  
                  **Expiration
                      (from**
                    **resolution
                      date)****No.
                      of options**
                  
                  **US$**
                  
                  **Years**
                  
                  **Years**Directors'
                      Share Option Plan
                  
                  
                  135,000
                  
                  
                  -
                  
                  
                  1.84
                  
                  
                  3
                  
                  
                  5Radcom
                      Bonus Plan
                  
                  
                  11,334
                  
                  
                  -
                  
                  
                  11.375-13.375
                  
                  
                  3
                  
                  
                  6Radcom
                      3(9) Plan
                  
                  
                  532,800
                  
                  
                  -
                  
                  
                  2.3125-5.75
                  
                  
                  3-6
                  
                  
                  10International
                      Plan
                  
                  
                  177,290
                  
                  
                  186,500
                  
                  
                  0.00-3.875
                  
                  
                  1-4
                  
                  
                  102000
                      Share Option Plan
                  
                  
                  402,583
                  
                  
                  -
                  
                  
                  0.00-6.125
                  
                  
                  3-4
                  
                  
                  102001
                      Share Option Plan
                  
                  
                  414,000
                  
                  
                  90,000
                  
                  
                  0.51-1.84
                  
                  
                  3-4
                  
                  
                  102003
                      Share Option Plan
                  
                  
                  341,328
                  
                  
                  821,219
                  
                  
                  1.03-2.63
                  
                  
                  3-4
                  
                  
                  102,014,335
                  
                  
                  1,097,719
 
 F-23
  Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
 **Note
        6 - 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 are as follows
                  for
                  the periods indicated:
  **Number
                  of**
                  **options**
              
              
              **Weighted**
                    **average**
                      **exercise**
                        **price****US$**Options
                  outstanding as at January 1, 2004
              
              
              3,005,366
              
              
              2.443Granted
              
              
              645,860
              
              
              2.044Exercised
              
              
              (79,932
              )
              
              0.783Expired
              
              
              (278,972
              )
              
              4.647Forfeited
              
              
              (41,525
              )
              
              1.060Options
                  outstanding as at December 31, 2004
              
              
              3,250,797
              
              
              2.233Granted
              
              
              404,000
              
              
              2.268Exercised
              
              
              (191,873
              )
              
              0.958Expired
              
              
              (253,675
              )
              
              3.031Forfeited
              
              
              (97,195
              )
              
              1.771Options
                  outstanding as at December 31, 2005
              
              
              3,112,054
              
              
              2.266Granted
              
              
              **318,197**
              
              
              **2.698**Exercised
              
              
              **(647,923**
              **)**
              
              **1.503**Expired
              
              
              **(16,934**
              **)**
              
              **8.942**Forfeited
              
              
              **(95,633**
              **)**
              
              **2.104**Options
                  outstanding as at December 31, 2006
              
              
              **2,669,761**
              
              
              **2.466**
 
 (1)
              At
                  December 31, 2006, 2005 and 2004, the number of options exercisable
                  was
                  1,778,641, 2,014,335 and 1,931,739 respectively, and the total
                  number of
                  authorized options was 3,152,327, 3,152,327 and 4,207,800,
                  respectively.
 
 (2)
              The
                  aggregate intrinsic value of options exercised during 2006, 2005
                  and 2004
                  was approximately US$ 1,631 thousand, US$ 337 thousand and US$
                  112
                  thousand, respectively.
  F-24
 Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 **Notes
            to the Consolidated Financial Statements as of December 31,
            2006**
  **Note
        6 - 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 are as follows
                  for
                  the periods indicated: (cont’d)
  **Options
                  outstanding at December 31, 2006**
              
              
              **Options
                  exercisable at December 31, 2006**Exercise
                  price
                (US$
                  per share)
              
              
              **Number**
                **outstanding**
              
              
              **Weighted
                  average Exercise price (in US$)**
              
              
              **Weighted
                  average Remaining Contractual life**
                **(in
                  years)**
              
              
              **Number**
                **outstanding**
              
              
              **Weighted**
                **average**
                **Exercise
                  price**
                **(in
                  US$)**
              
              
              **Weighted**
                **average**
                **Remaining**
                **Contractual
                  life**
                **(in
                  years)**0.00
              
              
              114,476
              
              
              -
              
              
              3.555
              
              
              114,476
              
              
              -
              
              
              3.5551.03
                  - 1.95
              
              
              1,051,907
              
              
              1.573
              
              
              6.158
              
              
              757,389
              
              
              1.449
              
              
              5.2632.12
                  - 3.00
              
              
              1,040,878
              
              
              2.367
              
              
              6.569
              
              
              491,776
              
              
              2.340
              
              
              5.0483.063
                  - 3.9375
              
              
              70,000
              
              
              3.438
              
              
              2.527
              
              
              70,000
              
              
              3.438
              
              
              2.5274.18
                  - 6.125
              
              
              392,500
              
              
              5.669
              
              
              1.085
              
              
              345,000
              
              
              5.837
              
              
              2.1042,669,761
              
              
              
              
              
              
              
              
              1,778,641
 
 6.
              The
                  weighted average fair values of options (including non-employees)
                  granted
                  during the years ended December 31, 2004, 2005 and 2006
                  were:
  **For
                  exercise price on the grant date that:****Equals
                  market price of the underlying share**
              
              **Less than
                    market price of the underlying share****Year
                  ended December 31**
              
              **Year
                  ended December 31****2004**
              
              **2005**
              
              **2006**
              
              **2004**
              
              **2005**
              
              **2006**Weighted
                  averageexercise
                  prices
              
              
              2.082
              
              
              2.268
              
              
              **2.698**
              
              
              1.270
              
              
              **-**
              
              
              -Weighted
                  averagefair
                  values ongrant
                  date
              
              
              1.495
              
              
              1.350
              
              
              **1.915**
              
              
              1.177
              
              
              **-**
              
              
              -
 
 7.
              The
                  following table summarizes the departmental allocation of the Company’s
                  share-based compensation charge:
  **Year
                  ended December 31,****(*)
                  2006**
              
              
              **(**)
                  2005**
              
              
              **(**)
                  2004****US$
                  ( (in thousands)**Cost
                  of sales
              
              
              **14**
              
              
              -
              
              
              2Research
                  and development
              
              
              **113**
              
              
              -
              
              
              43Selling
                  and marketing
              
              
              **193**
              
              
              -
              
              
              34General
                  and administrative
              
              
              **238**
              
              
              12
              
              
              15**558**
              
              
              12
              
              
              94
 (*)  Calculated
        in accordance with SFAS No. 123R.
  (**)  Calculated
        in accordance with APB25.
  F-25
 Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
  **Note
        6 - Shareholders' Equity (cont'd)**
 
 **C.**
              **Share-based
                  compensation**
 
 The
        unamortized balance of the compensation expenses according to SFAS No. 123
        (R)
        in respect of these stock options amounted to US$ 690 thousand as of December
        31, 2006, of which US$ 408 thousand will be amortized in the year ended
        December 31, 2007 and US$ 282 thousand will be amortized in accordance with
        the vesting period of the options by the end of fiscal 2010.
 
 The
        Company adopted SFAS No. 123 (R) using the modified prospective transition
        method, which requires the application of the accounting standard as of January
        1, 2006. The Company’s consolidated financial statements as of and for the year
        ended December 31, 2006 reflect the impact of SFAS No. 123 (R). In
        accordance with the modified prospective transition method, the Company’s
        consolidated financial statements for prior periods have not been restated
        to
        reflect, and do not include, the impact of SFAS No. 123 (R). Share-based
        compensation expense recognized under SFAS No. 123 (R) for fiscal 2006 was
        US$ 558 thousand (see Note 2(P)).
 
 The
        fair
        value of stock-based compensation awards granted were estimated using the
        Black-Scholes option 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.
              The
                  dividend yield is zero percent for all relevant
                  years;
 
 3.
              Risk
                  free interest rates are as follows:
  ***%***Year
                  ended December 31, 2004
              
              
              2.0
                  - 3.8Year
                  ended December 31, 2005
              
              
              3.8
                  - 4.2Year
                  ended December 31, 2006
              
              
              **4.5
                  - 5.0**
 
 4.
              Each
                  option granted has an expected life of 2 - 10 years (as of the
                  date of
                  grant); and
 
 5.
              Expected
                  annual volatility is 74% - 100%, 89% - 100% and 87% - 104% for
                  the years
                  ended December 31, 2006, 2005 and 2004,
                  respectively.
  **Note
        7 - Taxes on Income**
 
 **A.**
              **Israel
                  Tax Reform**
 
 1.
              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.
 
 2.
              On
                  July 25, 2005, the Israeli Parliament passed the Law for the Amendment
                  of
                  the Income Tax Ordinance (No. 147 and Temporary Order) - 2005 (“Amendment
                  147”). Amendment 147 provides for a gradual reduction in the company
                  tax
                  rate in the following manner: in 2006 - 31%, in 2007 - 29%, in 2008 - 27%,
                  in 2009 - 26% and from 2010 onward the tax rate will be 25%. Furthermore,
                  beginning in 2010, upon Israel’s reduction of the company tax rate to 25%,
                  real capital gains will be subject to a tax of 25%.
  F-26
 
 Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 
 **Notes
            to the Consolidated Financial Statements as of December 31,
            2006**
 **Note
        7 - Taxes on Income (cont'd)**
 
 **B.**
              **Tax
                  benefits under the Israeli 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 a period of
        seven
        years commencing with the year in which the Approved Enterprise first generated
        taxable income (the “Benefit Period”). The Benefit Period is 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, may be extended
        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
        that 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 **** expired
        in 2006.
 
 The
        Company has not utilized any of these benefits with respect to these
        programs.
 
 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.
  F-27
  Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
 **Note
        7 - Taxes on Income (cont’d)**
 
 **B.**
              **Tax
                  benefits under the Israeli Law for the Encouragement of Capital
                  Investments, 1959 (cont’d)**
 
 3.
              **Changes
                  to the Law**
 
 On
        March
        30, 2005, the Israeli parliament approved a reform of the above Law. The
        primary
        changes were 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 the 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
                  OCS;
 
 2.
              Its
                  revenue from a specific country is not greater than 75% of its
                  total
                  revenues that year; or
 
 3.
              25%
                  or more of its revenues is derived from a specific market of at
                  least 12
                  million residents.
 
 ·
              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
                  in the
                  higher of (i) NIS 300 thousand in production machinery and equipment
                  and
                  (ii) a certain percentage of its existing production machinery
                  and
                  equipment.
 
 In
        December 2005, based on the Law, the Company notified the Israeli Income
        Tax
        Authorities that the Company chose the 2004 fiscal year as the elected year
        for
        an additional expansion of its Approved Enterprise.
  F-28
 Radcom
              Ltd. (An Israeli Corporation)
 and
              its
              subsidiaries
 **Notes
                to the Consolidated Financial Statements as of December 31,
                2006**
 
 **Note
        7 - Taxes on Income (cont’d)**
 
 **B.**
              **Tax
                  benefits under the Israeli Law for the Encouragement of Capital
                  Investments, 1959 (cont’d)**
 
 4.
              **Conditions
                  for entitlement to the
                  benefits**
 
 Entitlement
        to the benefits of the Company’s “Approved Enterprise” is 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 investment in the Company’s “Approved Enterprise”.
 
 In
        the
        event of failure to comply with these conditions, the tax benefits may be
        canceled, and the Company may be required to refund the amount of the cancelled
        benefits, with the addition of linkage differences and
        interest.
 
 **C.**
              **Measurement
                  of results for tax purposes under the Israeli 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
                  assessments**
 
 The
        Company received final tax assessments for all years up to and including
        the tax
        year ended December 31, 2000.
 
 **E.**
              **Carryforward
                  tax loss**
 
 The
        Company's carryforward tax losses were approximately US$ 18,918 thousand
        and US$ 17,784 thousand as of December 31, 2006 and 2005, respectively (see
        also Note 7D). Such losses are available to offset any future taxable income
        of
        the Company without any limitation of time.
 
 **F.**
              **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$
                  11,246 thousand as of December 31, 2006 (2005 - US$ 10,908 thousand)
                  for
                  federal and state tax purposes. Such losses are available to offset
                  any
                  future US taxable income of the US subsidiary and will expire in
                  the years
                  2008 - 2026 for federal tax purpose and in the years 2008 - 2013
                  for state
                  tax purpose.
 
 3.
              The
                  US subsidiary has not received final tax assessments since incorporation.
                  In accordance with the tax rates, tax returns submitted up to and
                  including the 2002 tax year can be regarded as
                  final.
  F-29
 Radcom
                Ltd. (An Israeli Corporation)
 and
                its
                subsidiaries
 **Notes
                  to the Consolidated Financial Statements as of December 31,
                  2006**
 **Note
        7 - Taxes on Income (cont'd)**
 
 **G.**
              **UK
                  Subsidiary**
 
 The
        UK
        subsidiary is taxed under United Kingdom tax rules. The UK subsidiary's
        carryforward tax losses amounted to approximately US$ 401 thousand as of
        December 31, 2006 (2005 - US$ 391 thousand). Such losses are available to
        offset
        any future taxable income of the UK subsidiary without any limitation of
        time.
 
 **H.**
              **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****2006**
              
              **2005****US$
                  (in thousands)**
              
              **US$
                  (in thousands)**Tax
                  asset in respect of:Carryforward
                  losses
              
              
              **9,467**
              
              
              9,320Allowance
                  for doubtful accounts
              
              
              **160**
              
              
              13Severance
                  pay
              
              
              **178**
              
              
              172Vacation
                  pay
              
              
              **293**
              
              
              229Research
                  and development
              
              
              **616**
              
              
              628Employees’
                  stock option compensation
              
              
              **18**
              
              
              49Other
              
              
              **60**
              
              
              52**10,792**
              
              
              10,463Less:
                  valuation allowance
              
              
              **(10,792**
              **)**
              
              (10,463
              )**-**
              
              
              -
 The
          valuation allowance for deferred tax assets as of January 1, 2005, and
          2004, was
          US$ 12,054 thousand and US$ 12,378 thousand, respectively. The net change
          in the
          total valuation allowance for each of the years ended December 31, 2006,
          2005
          and 2004, was an increase of US$ 329 thousand and a decrease of US$ 1,591
          thousand and US$ 324 thousand, respectively. In assessing the realizability
          of
          deferred tax assets, management considers whether it is more likely than
          not
          that some or all of the deferred tax assets will not be realized. The ultimate
          realization of deferred tax assets depends on the generation of future
          taxable
          income during the periods in which those temporary differences and carryforward
          losses are deductible. Management considers the scheduled reversal of deferred
          tax liabilities and projected taxable income in making this assessment.
          In
          consideration of the Company’s accumulated losses and the uncertainty of its
          ability to utilize this deferred tax asset in the future, management believes
          that it is more likely than not that the Company will not realize its deferred
          tax assets at December 31, 2006 and accordingly recorded a valuation allowance
          to fully offset the deferred tax asset amount.
  F-30
 Radcom
                Ltd. (An Israeli Corporation)
 and
                its
                subsidiaries
 **Notes
                  to the Consolidated Financial Statements as of December 31,
                  2006**
 **Note
        7 - Taxes on Income (cont'd)**
 
 **I.**
              **Reconciliation
                  of the theoretical tax expense and the actual tax
                  expense**
 
 The
        components of net income/loss before taxes are as follows:
  **Year
                  ended December 31****2006**
              
              
              **2005**
              
              
              **2004****US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**Israel
              
              
              **285**
              
              
              1,133
              
              
              (554
              )Other
              
              
              **(339**
              **)**
              
              394
              
              
              (1,124
              )Net
                  income (loss) before taxes
              
              
              **(54**
              **)**
              
              1,527
              
              
              (1,678
              )
 
 A
        reconciliation of the theoretical tax expense, assuming all income is taxed
        at
        the statutory rates of 31% for the year ended December 31, 2006, of 34% for
        the
        year ended December 31, 2005 and 35% for the year ended December 31, 2004,
        applicable to income of companies in Israel, and the actual tax expense,
        is as
        follows:
  **Year
                  ended December 31****2006**
              
              **2005**
              
              **2004****US$
                  (in thousands)**
              
              **US$
                  (in thousands)**
              
              **US$
                  (in thousands)**Income
                  (loss) before taxes, as reported in thestatements
                  of operations
              
              
              **(54**
              **)**
              
              1,527
              
              
              (1,678
              )Statutory
                  tax on the above amount (according totax
                  rate of 31% in 2006, 34% in 2005 and 35%in
                  2004)
              
              
              **(17**
              **)**
              
              519
              
              
              (587
              )Tax
                  effect on non-Israeli subsidiaries
              
              
              **(40**
              **)**
              
              1
              
              
              (48
              )Increase
                  (decrease) in income taxes resulting
                  from:Non-deductible
                  share-based compensation expenses
              
              
              **173**
              
              
              4
              
              
              4Other
                  non-deductible operating expenses
              
              
              **83**
              
              
              45
              
              
              48Losses
                  and timing differences, net in respect ofwhich
                  no deferred taxes were recorded
              
              
              **441**
              
              
              (18
              )
              
              717Utilization
                  of tax losses in respect of whichdeferred
                  tax assets were not recorded in prior years
              
              
              **(139**
              **)**
              
              (861
              )
              
              -Differences
                  in taxes arising from differencesbetween
                  Israeli currency income and dollarincome,
                  net *
              
              
              **(501**
              **)**
              
              310
              
              
              (134
              )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-31
 Radcom
              Ltd. (An Israeli Corporation)
 and
              its
              subsidiaries
 **Notes
                to the Consolidated Financial Statements as of December 31,
                2006**
  **Note
        8 - 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$ 1,573 thousand as of December 31, 2006, bearing an
        average annual interest of 4.65% (December 31, 2005 - US$ 8,165 thousand,
        bearing an average annual interest of 4.16%).
  **2.**
              **Short-term
                  bank deposits**
 
 As
        of
        December 31, 2006, the short-term bank deposits denominated in U.S. dollars
        with
        original maturities of more than three months and less than one year were
        bearing an average annual interest of 5.30%.
  **3.**
              **Trade
                  receivables, net**
 
 As
        of
        December 31, 2006 and 2005, trade receivables were presented net of an allowance
        for doubtful accounts of US$ 160 thousand and US$ 133 thousand, respectively.
 
 The
        following table reflects the changes in allowance for doubtful
        accounts:
  **US$**
                  **(in
                    thousands)**Balance
                  at December 31, 2004
              
              
              121Additions
                  during 2005
              
              
              49Deductions
                  during 2005
              
              
              (37
              )Balance
                  at December 31, 2005
              
              
              133Additions
                  during 2006
              
              
              **585**Deductions
                  during 2006
              
              
              **(28**
              **)**Balance
                  at December 31, 2006
              
              
              **690**
  **4.**
              **Inventories**
  **December
                  31****2006**
              
              
              **2005****US$**
                **(in
                  thousands)**
              
              
              **US$**
                **(in
                  thousands)**Raw
                  materials
              
              
              **678**
              
              
              853Work
                  in process
              
              
              **856**
              
              
              533Finished
                  products
              
              
              **1,141**
              
              
              552**2,675**
              
              
              1,938
  F-32
 Radcom
          Ltd. (An Israeli Corporation)
 and
          its
          subsidiaries
 **Notes
            to the Consolidated Financial Statements as of December 31,
            2006**
  **Note
        8 - Supplementary Financial Statement Information (cont'd)**
 
 **A.**
              **Balance
                  Sheet (cont****'****d)**
 
 **5.**
              **Other
                  current assets**
  **December
                  31****2006**
              
              
              **2005****US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**Value
                  Added Tax authorities
              
              
              **358**
              
              
              113Government
                  of Israel - OCS receivable
              
              
              **54**
              
              
              -Prepaid
                  expenses
              
              
              **343**
              
              
              116Others
              
              
              **70**
              
              
              151**825**
              
              
              380
 
 **6.**
              **Other
                  payables and accrued
                  expenses**
  **December
                  31****2006**
              
              
              **2005****US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**Employees
                  and employee institutions
              
              
              **2,356**
              
              
              1,904Royalties
                  - OCS payable
              
              
              **558**
              
              
              555Commissions
                  payable
              
              
              **308**
              
              
              230Other
                  royalties payables
              
              
              **55**
              
              
              211Allowance
                  for product warranty
              
              
              **355**
              
              
              229Advances
                  from customers
              
              
              **-**
              
              
              53Government
                  of Israel tax authorities
              
              
              **128**
              
              
              99Others
              
              
              **530**
              
              
              733**4,290**
              
              
              4,014
 
 **7.**
              **Monetary
                  balances in non-dollar
                  currencies**
  **December
                  31, 2006****Israeli
                  currency****Not
                  linked**
                **to
                  the dollar**
              
              
              **Linked**
                  **to
                    the**
                  **dollar**
              
              
              **Other**
                **non-dollar**
                **currency****US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**Current
                  assets
              
              
              **1,228**
              
              
              **-**
              
              
              **2**Current
                  liabilities
              
              
              **2,667**
              
              
              **558**
              
              
              **9**
  **December
                      31, 2005****Israeli
                    currency****Not
                      linked**
                    **to
                      the dollar**
                
                
                **Linked**
                    **to
                      the**
                    **dollar**
                
                
                **Other**
                  **non-dollar**
                  **currency****US$
                    (in thousands)**
                
                
                **US$
                    (in thousands)**
                
                
                **US$
                    (in thousands)**Current
                    assets
                
                
                533
                
                
                -
                
                
                120Current
                    liabilities
                
                
                2,366
                
                
                568
                
                
                27
 The
        tables above reflect, at the balance sheet dates indicated, 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.
  F-33
  Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
 **Note
        8 - 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, short-term deposits, trade receivables, trade and other accounts
        payable and accrued expenses. Due to the short-term nature of such financial
        instruments, their fair value approximates their carrying value.
  **B.**
              **Statement
                  of Operations**
 
 **1.**
              **Sales**
 
 (a)
              Sales
                  - classified by geographical
                  destination:
  **Year
                  ended December 31****2006**
              
              
              **2005**
              
              
              **2004****US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**
              
              
              **US$
                  (in thousands)**North
                  America
              
              
              **7,611**
              
              
              8,793
              
              
              4,452Europe
              
              
              **9,443**
              
              
              8,641
              
              
              8,536Far
                  East
              
              
              **2,590**
              
              
              3,313
              
              
              2,295South
                  America
              
              
              **2,622**
              
              
              712
              
              
              167Other
              
              
              **1,275**
              
              
              881
              
              
              605**23,541**
              
              
              22,340
              
              
              16,055
  (b)
              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
        2006
        and 2005, the Company had one customer in North America whose purchases
        contributed to more than 10% of the total consolidated sales in the amount
        of
        US$ 2,837 thousand and US$ 4,322 thousand, respectively. In addition in 2005,
        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.
  F-34
 Radcom
              Ltd. (An Israeli Corporation)
 and
              its
              subsidiaries
 **Notes
                to the Consolidated Financial Statements as of December 31,
                2006**
 **Note
        8 - Supplementary Financial Statement Information (cont'd)**
 
 **B.**
              **Statement
                  of Operations (cont****'****d)**
 
 **2.**
              **Financing
                  income, net**
 
 **Comprised
        of:**
  **Year
                  ended December 31****2006**
              
              **2005**
              
              **2004****US$
                  (in thousands)**
              
              **US$
                  (in thousands)**
              
              **US$
                  (in thousands)**Financing
                  income:Interest
                  from banks
              
              
              **497**
              
              
              270
              
              
              118**497**
              
              
              270
              
              
              118Financing
                  expenses:Interest
                  and bank charges on short- termbank
                  credit
              
              
              **19**
              
              
              15
              
              
              22Exchange
                  translation loss, net
              
              
              **6**
              
              
              20
              
              
              18**25**
              
              
              35
              
              
              40Financing
                  income, net
              
              
              **472**
              
              
              235
              
              
              78
  **Note
        9 - 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 5B).
 
 2.
              Certain
                  entities within the RAD-BYNET Group provide the Company with
                  administrative services. Such amounts expensed by the Company are
                  disclosed in Note 9(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
                  9(B) below as "Research and development,
                  gross".
 
 3.
              The
                  Company purchases 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 9(B) as "Cost of Sales" and
        as
        "Research and development, gross".
  F-35
  Radcom
            Ltd. (An Israeli Corporation)
 and
            its
            subsidiaries
 **Notes
              to the Consolidated Financial Statements as of December 31,
              2006**
  **Note
        9 - Related Party Balances and Transactions (cont’d)**
 
 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 9(B) below as " Sales " .
        The
        remainder of the amount of " Sales " included
        in Note 9(B) below comprised of sales of the Company's products to entities
        within RAD-BYNET Group.
 
 **A.**
              **Balances
                  with related parties**
  **December
                    31****2006**
                
                **2005****US$
                    (in thousands)**
                
                **US$
                    (in thousands)**Receivables:Trade
                
                
                **262**
                
                
                602Other
                    current assets
                
                
                **33**
                
                
                4Accounts
                    payable:Trade
                
                
                **205**
                
                
                25Other
                    payables and accrued expenses
                
                
                **6**
                
                
                -
  **B.**
              **Expenses
                  to or income from related
                  parties**
  **Year
                  ended December 31****2006**
              
              **2005**
              
              **2004****US$
                  (in thousands)**
              
              **US$
                  (in thousands)**
              
              **US$
                  (in thousands)**Income:Sales
              
              
              **335**
              
              
              773
              
              
              345Expenses:Cost
                  of sales
              
              
              **98**
              
              
              108
              
              
              162Operating
                  expenses:Research
                  and development, gross
              
              
              **196**
              
              
              201
              
              
              260Sales
                  and marketing*
              
              
              **192**
              
              
              226
              
              
              236General
                  and administrative
              
              
              **90**
              
              
              91
              
              
              127
 
 *
              Sales
                  and marketing includes US$ 5 thousand rental revenue from a sublease
                  agreement with an affiliate of the Company's principal
                  shareholders.
 
 **C.**
              Acquisition
                  of fixed assets from related parties amounted to US$ 6 thousand,
                  US$ 23
                  thousand and US$ 9 thousand in the years ended December 31, 2006,
                  2005 and
                  2004, respectively.
  F-36
 Radcom
              Ltd. (An Israeli Corporation)
 and
              its
              subsidiaries
 **Notes
                to the Consolidated Financial Statements as of December 31,
                2006**
 **Note
        10 - 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, short-term deposits, assets held for severance
        benefit and trade receivables.
 
 Cash
        and
        cash equivalents and short-term deposits are maintained with major financial
        institutions in Israel and in the United States. Assets held for severance
        benefits are maintained with major insurance companies and financial
        institutions in Israel.
 
 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’s 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 an adverse effect on the Company’s operations and
        financial results.
  **Note
        11 - Recently Enacted Accounting Pronouncements**
 
 1.
              In
                  June 2006, the FASB issued FASB Interpretation No. 48 “Accounting for
                  Uncertain Tax Positions - an interpretation of FASB Statement No.
                  109”
                  (“FIN 48”), FIN 48 clarifies the accounting for uncertainty in income
                  taxes recognized in an enterprise’s financial statements in accordance
                  with SFAS No. 109. It prescribes a recognition threshold and measurement
                  attribute for the financial statement recognition and measurement
                  of a tax
                  position taken or expected to be taken in a tax return. FIN 48
                  also
                  provides guidance on derecognition, classification, interest and
                  penalties, accounting in interim periods, disclosure and transition.
                  FIN
                  48 is effective for fiscal years beginning after December 15, 2006.
                  The
                  Company is currently evaluating the effect that the application
                  of FIN 48
                  will have on its results of operations and financial
                  condition.
  F-37
 Radcom
              Ltd. (An Israeli Corporation)
 and
              its
              subsidiaries
 **Notes
                to the Consolidated Financial Statements as of December 31,
                2006**
  **Note
        11 - Recently Enacted Accounting Pronouncements (cont’d)**
 
 2.
              In
                  September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”,
                  (“SFAS No. 157”). SFAS No. 157 defines fair value (replacing all prior
                  definitions) and creates a framework to measure fair value, but
                  does not
                  create any new fair value measurements. SFAS No. 157 is effective
                  in the
                  first quarter of fiscal years beginning after November 15, 2007.
                  The
                  Company is evaluating how SFAS No. 157 may affect its consolidated
                  financial statements.
 
 3.
              In
                  February 2007, the FASB issued SFAS No. 159, The Fair Value
                  Option for Financial Assets and Financial Liabilities (“SFAS
                  No. 159”). SFAS No. 159 permits all entities the option to
                  measure most financial instruments and certain other items at fair
                  value
                  at specified election dates and to report related unrealized gains
                  and
                  losses in earnings. The fair value option will generally be applied
                  on an
                  instrument-by-instrument basis and is generally an irrevocable
                  election.
                  SFAS No. 159 is effective for fiscal years beginning after
                  November 15, 2007.
  The
        Company is evaluating which eligible financial instruments, if any, it will
        elect to account for at fair value under SFAS No. 159 and the related
        impact on the Company’s consolidated financial statements. The Company is
        evaluating how SFAS No. 159 may affect its consolidated financial
        statements.
 
 F-38