6-K









Exhibit 10.1  


		NEWS 
	









RiT TECHNOLOGIES
REPORTS Q3 2005 RESULTS  

5th
Consecutive Quarter of Revenue Growth; 3rd Profitable Quarter in a Row 



Tel Aviv, Israel – November
2, 2005 – RiT Technologies (NASDAQ: RITT), the pioneer and world-leading provider
of intelligent physical layer solutions, today announced financial results for the third
quarter and nine months ended September 30, 2005. 



Revenues for the third quarter of
2005 were $7,158,000, an increase of 65% compared with $4,331,000 in the third quarter of
2004. Net income for the quarter was $426,000, or $0.03 per share (basic and diluted),
compared with a net loss of ($801,000), or ($0.06) per share (basic and diluted) for the
third quarter of 2004. 



Revenues for the nine months ended
September 30, 2005 were $20,781,000, an increase of 63% compared with $12,776,000 for the
first nine months of 2004. Net income for the period was $1,178,000, or $0.08 per share
(basic and diluted), compared with a net loss of ($2,784,000), or ($0.27) per share (basic
and diluted), for the first nine months of 2004. 



Commenting on the news, Doron Zinger,
RiT’s President and CEO, said, “We are pleased to report our 5th
consecutive quarter of top-line growth and 3rd of rising profits, in line with
our guidance and plans for building RiT to the next level. With growing demand in both our
target markets, we continue to focus on strengthening our customer relationships,
expanding our partner networks and enhancing our excellent products – all with the
goal of increasing our sales pipeline. We are maintaining our guidance of over 45%
year-over-year revenue growth for 2005, which translates into profitability for the fourth
quarter and the full year period.” 



     Mr.
          Zinger continued, “On the Carrier side of the business, we have
          significantly increased our pipeline of ‘live’ opportunities and are
          continuing our aggressive sales efforts. Despite lengthy sales cycles, several
          deals have reached the final stage and are expected to begin shipping before the
          end of the year. In parallel, to support the triple-play strategies of existing
          and potential carrier customers, we have stepped up the development of all
          Carrier products, a key to our long-term Carrier success. 



“On the Enterprise side, demand
for intelligent physical layer management solutions continues to build throughout the
world with the explosive Datacenter space emerging as an exciting opportunity. To address
the market potential, we are stepping up activities with existing partners and adding new
ones to reach additional markets.” 



The Company will host a conference
call to discuss these results on Wednesday, November 2nd, at 10:00 A.M. Eastern
Time/ 17:00 Israel time. To participate, please call +1-866–229-7198 from the US
(toll free), or +972-3-918-0600 International. A replay of the call will be available
beginning at 12 noon ET on the day of the call for 14 days by calling +1-866-276-1002 from
the US (toll free), or +972-3-925-5940 from the rest of the world. 




About RiT Technologies
RiT is a leading provider of physical
network infrastructure control and management solutions. Deployed in the networks of many
of the world’s largest carriers and enterprises, its pioneering, fast-ROI products
have proven their ability to simplify service deployment and provisioning, enhance
troubleshooting accuracy, reduce infrastructure maintenance costs, enhance physical layer
security and enable cost-effective service qualification and verification.  



	

	RiT Technologies Ltd. 24 Raoul Wallenberg St., Tel Aviv 69719, Israel 
	Tel: +972-3-645-5151 Fax: +972-3-647-4155
	www.rittech.com  








Page 1 of 4










RiT is a member of the RAD group,
a world leader in communications solutions. For more information, please visit our
website: www.rittech.com 



In this press release, all
statements that are not purely about historical facts, including, but not limited to,
those in which we use the words “believe,” “anticipate,”
“expect,” “plan,” “intend,” “estimate”,
“forecast”, “target” and similar expressions, are forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995.
While these forward-looking statements represent our current judgment of what may happen
in the future, actual results may differ materially from the results expressed or implied
by these statements due to numerous important factors, including, but not limited to,
those described under the heading “Risk Factors” in our most recent Annual
Report filed with the Securities and Exchange Commission (SEC) on Form 20-F, which may be
revised or supplemented in subsequent reports filed with the SEC. These factors include,
but are not limited to, the following: our ability to raise additional financing, if
required; the continued development of market trends in directions that benefit our sales;
our ability to maintain and grow our revenues; our dependence upon independent
distributors, representatives and strategic partners; our ability to develop new products
and enhance our existing products; the availability of third-party components used in our
products; the economic condition of our customers; the impact of government regulation;
and the economic and political situation in Israel. We are under no obligation, and
expressly disclaim any obligation, to update the forward-looking statements in this press
release, whether as a result of new information, future events or otherwise. 


		
		
		
		
		
	COMPANY	Simona Green
	CONTACT:	VP Finance
	 	+972-3-766-4249
	 	simonag@rit.co.il





	

	RiT Technologies Ltd. 24 Raoul Wallenberg St., Tel Aviv 69719, Israel 
	Tel: +972-3-645-5151 Fax: +972-3-647-4155
	www.rittech.com  







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RiT TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS (U.S GAAP)

(U.S dollars in thousands, except per share data)














		For the three
months ended

September 30,
	For the nine
months ended

September 30,

		(Unaudited)	(Unaudited)
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		2005

U.S. $
	2004

U.S. $
	2005

U.S. $
	2004

U.S. $

	 				
					
	Sales	 	 	 	7,158	 	 	4,331	 	 	20,781	 	 	12,776	 
	Cost of sales	 	 	 	3,404	 	 	2,401	 	 	9,500	 	 	7,389	 
		
		
		
		
	
	Gross profit	 	 	 	3,754	 	 	1,930	 	 	11,281	 	 	5,387	 
		
		
		
		
	
	   	 	 
	Operating costs and expenses:	 	 
	Research and development:	 	 
	Research and development, gross	 	 	 	1,004	 	 	952	 	 	3,194	 	 	2,755	 
	Less - royalty-bearing participation	 	 	 	-	 	 	109	 	 	119	 	 	286	 
		
		
		
		
	
	Research and development, net	 	 	 	1,004	 	 	843	 	 	3,075	 	 	2,469	 
	   	 	 
	Sales and marketing	 	 	 	1,902	 	 	1,452	 	 	5,602	 	 	4,542	 
	General and administrative	 	 	 	490	 	 	433	 	 	1,577	 	 	1,168	 
		
		
		
		
	
	Total operating expenses	 	 	 	3,396	 	 	2,728	 	 	10,254	 	 	8,179	 
		
		
		
		
	
	   	 	 
	Operating income (loss)	 	 	 	358	 	 	(798	)	 	1,027	 	 	(2,792	)
	Financial income (expenses), net	 	 	 	68	 	 	(3	)	 	151	 	 	8	 
		
		
		
		
	
	   	 	 
	Net income (loss)	 	 	 	426	 	 	(801	)	 	1,178	 	 	(2,784	)
		
		
		
		
	
	   	 	 
	Basic earnings (loss) per ordinary share	 	 	 	0.03	 	 	(0.06	)	 	0.08	 	 	(0.27	)
		
		
		
		
	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Diluted earnings (loss) per ordinary share	 	 	 	0.03	 	 	(0.06	)	 	0.08	 	 	(0.27	)
		
		
		
		
	
	Weighted average number of ordinary shares	 	 
	  used to compute basic earnings (loss) per	 	 
	  ordinary share	 	 	 	14,320,889	 	 	12,875,583	 	 	14,259,219	 	 	10,247,946	 
		
		
		
		
	
	Weighted average number of ordinary shares	 	 
	  used to compute diluted earnings (loss)	 	 
	  per ordinary share	 	 	 	15,662,208	 	 	12,875,583	 	 	15,479,582	 	 	10,247,946	 
		
		
		
		
	






	

	RiT Technologies Ltd. 24 Raoul Wallenberg St., Tel Aviv 69719, Israel 
	Tel: +972-3-645-5151 Fax: +972-3-647-4155
	www.rittech.com  







Page 3 of 4










RiT TECHNOLOGIES LTD.

CONSOLIDATED BALANCE SHEETS (U.S GAAP)

(U.S dollars in thousands) 





		September 30, 
2005
	December 31, 
2004

		(Unaudited)	(Audited)
	 		
			
			
	Assets	 	 	 		 	 		 
	Current Assets	 	 
	Cash and cash equivalents	 	 	 	8,666	 	 	7,773	 
	Marketable securities	 	 	 	511	 	 	531	 
	Trade receivables, net	 	 	 	3,624	 	 	4,376	 
	Other current assets	 	 	 	867	 	 	1,016	 
	Inventories	 	 	 	5,624	 	 	6,548	 
		
		
	
	Total Current Assets	 	 	 	19,292	 	 	20,244	 
		
		
	
	   	 	 
	Long term investment	 	 	 	1,719	 	 	1,578	 
		
		
	
	   	 	 
	Property and Equipment	 	 
	Cost	 	 	 	3,735	 	 	3,458	 
	Less - accumulated depreciation	 	 	 	3,199	 	 	3,048	 
		
		
	
	 	 	 	 	536	 	 	410	 
		
		
	
	Total Assets	 	 	 	21,547	 	 	22,232	 
		
		
	
	   	 	 
	Liabilities and Shareholders' Equity	 	 
	Current Liabilities	 	 
	Short-term bank credits	 	 	 	-	 	 	2,467	 
	Trade payables	 	 	 	3,065	 	 	4,871	 
	Other payables and accrued expenses	 	 	 	2,224	 	 	2,425	 
	Deferred revenues	 	 	 	1,868	 	 	-	 
		
		
	
	Total Current Liabilities	 	 	 	7,157	 	 	9,763	 
		
		
	
	   	 	 
	Long-term Liability	 	 
	Liability in respect of employees severance benefits	 	 	 	2,236	 	 	2,069	 
		
		
	
	Total Liabilities	 	 	 	9,393	 	 	11,832	 
		
		
	
	   	 	 
	Shareholders' Equity	 	 
	Share capital	 	 	 	381	 	 	374	 
	Treasury Stock	 	 	 	(27	)	 	(27	)
	Additional paid-in capital	 	 	 	31,200	 	 	30,610	 
	Accumulated other comprehensive loss	 	 	 	(35	)	 	(14	)
	Accumulated deficit	 	 	 	(19,365	)	 	(20,543	)
		
		
	
	Total Shareholders' Equity	 	 	 	12,154	 	 	10,400	 
		
		
	
	Total Liabilities and Shareholders' Equity	 	 	 	21,547	 	 	22,232	 
		
		
	



	

	RiT Technologies Ltd. 24 Raoul Wallenberg St., Tel Aviv 69719, Israel 
	Tel: +972-3-645-5151 Fax: +972-3-647-4155
	www.rittech.com  






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