EXHIBIT
        10.1

      


      


      
        	 


      

      


      
        	
                 

                Contact:

                David
                  Zigdon

                CFO

                (972)
                  3-6455004

                davidz@radcom.com

              	
                 

                 

                Adam
                  Rosen

                RK
                  Equity Partners

                (646)
                  536-3865

                arosen@rkequity.com

              


      

      FOR
        IMMEDIATE RELEASE

      


      


      RADCOM
        REPORTS Q2 2005 RESULTS

      


      -
        Another
        Profitable Quarter With 46% YOY Revenue Growth -

      - Guidance:
        Continued Strong Growth In Q3 2005 -

      


      TEL-AVIV,
        Israel—July 25, 2005-- RADCOM Ltd. (RADCOM) (NASDAQ: RDCM) today announced
        unaudited financial results for the second quarter and six months ended June
        30,
        2005. 

      


      Financial
        Results

      Revenues
        for the second quarter of 2005 were $4,837,000, an increase of 46% compared
        to
        $3,318,000 in the second quarter of 2004. Net income for the second quarter
        of
        2005 was $103,000, or $0.01 per ordinary share, compared to a net loss of
        ($675,000), or ($0.05) per ordinary share, for the second quarter of 2004.
        

      


      Revenues
        for the first half of 2005 were $9,854,000, an increase of 44% compared to
        $6,822,000 for the first half of 2004. Net income for the first six months
        of
        2005 was $237,000, or $0.02 per ordinary share, compared to a net loss of
        ($1,251,000), or ($0.10) per ordinary share, for the first six months of
        2004.


      


      Comments
        of Management

      Commenting
        on the results, Arnon Toussia-Cohen, President and CEO of RADCOM, said, “As
        projected, the second quarter was another profitable period of strong
        year-over-year revenue growth, a demonstration of our success in penetrating
        cellular and VoIP service providers as well as steady demand from equipment
        vendors. We have been working on a number of large multi-quarter deals with
        top-tier service providers in both Europe and the U.S., and have visibility
        for
        a sequential increase in revenues and profits during the second half of the
        year. 

      


      “We
        are
        pleased with the pace of development of our US business, and our team in
        China
        is working according to schedule. In parallel, to extend our market leadership,
        we are working on new products that leverage our unique product platform
        to
        address the test and monitoring needs of emerging triple-play and
        next-generation convergence equipment vendors and service providers. Overall,
        we
        are operating on track according to our plans and are optimistic looking
        forward.”

      


      


      Guidance

      The
        following statement is forward-looking in nature, and actual results may
        differ
        materially. See below under “Risks Regarding Forward Looking
        Statements”.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Revenues
        for
        the third quarter of 2005 are expected to be between $5.3 million and $5.8
        million. 

       

      A
        teleconference to discuss the results will be held today, July 25th, at 9:00
        a.m. Eastern Daylight Time. To participate, please call 1-877-209-0397 from
        the
        U.S., or +1-612-332-1025 from international locations, approximately five
        minutes before the call is scheduled to begin. A replay of the call will
        be
        available from 10:45 AM Eastern Time on July 25th until midnight August 1st.
        To
        access the replay, please call 1-800-475-6701 from the U.S., or +1-320-365-3844
        from international locations, and use the access code 788719.

       

      The
        conference call can also be accessed online at www.radcom.com.

      


      ###

      


       

      RADCOM
        develops, manufactures, markets and supports innovative network test and
        service
        monitoring solutions for communications service providers and equipment vendors.
        The company specializes in Next Generation Cellular as well as Voice, Data
        and
        Video over IP networks. Its solutions are used in the development and
        installation of network equipment and in the maintenance of operational
        networks. The company’s products facilitate fault management, network service
        performance monitoring and analysis, troubleshooting and pre-mediation. For
        more
        information, please visit www.RADCOM.com.

       

      Risks
        Regarding Forward Looking Statements

      Certain
        statements made herein that use the words ``estimate,'' ``project,'' ``intend,''
        ``expect”, ''believe`` and similar expressions are intended to identify
        forward-looking statements within the meaning of the Private Securities
        Litigation Reform Act of 1995. These forward-looking statements involve known
        and unknown risks and uncertainties which could cause the actual results,
        performance or achievements of the Company to be materially different from
        those
        which may be expressed or implied by such statements, including, among others,
        changes in general economic and business conditions and specifically, decline
        in
        demand to the Company's products, inability to timely develop and introduce
        new
        technologies, products and applications and loss of market share and pressure
        on
        prices resulting from competition. For additional information regarding these
        and other risks and uncertainties associated with the Company's business,
        reference is made to the Company's reports filed from time to time with the
        Securities and Exchange Commission. The Company does not undertake to update
        forward-looking statements. 

       

      (Financial
        tables follow)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        
          	
                  RADCOM
                    REPORTS/3

                   

                  RADCOM
                    Ltd.

                
	
                  Consolidated
                    Statements of Operations

                
	
                  (1000's
                    of U.S. dollars, except per share
                    data)

                


        

        
        

        
          	 	 	
                  Three
                    months ended 

                  June
                    30,

                	 	
                  Six
                    months ended 

                  June
                    30,

                	 
	 	 	
                  2005

                	 	
                  2004

                	 	
                  2005

                	 	
                  2004

                	 
	 	 	
                  (unaudited)

                	 	
                  (unaudited)

                	 	
                  (unaudited)

                	 	
                  (unaudited)

                	 
	
                  Sales
                    

                	 	
                  $

                	
                  4,837

                	 	
                  $

                	
                  3,318

                	 	
                  $

                	
                  9,854

                	 	
                  $

                	
                  6,822

                	 
	
                  Cost
                    of sales

                	 	 	
                  1,571
                    

                	 	 	
                  1,077
                    

                	 	 	
                  3,192

                	 	 	
                  2,221

                	 
	
                  Gross
                    profit 

                	 	 	
                  3,266

                	 	 	
                  2,241
                    

                	 	 	
                  6,662

                	 	 	
                  4,601

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  Research
                    and development, gross

                	 	 	
                  1,416
                    

                	 	 	
                  1,255
                    

                	 	 	
                  2,831
                    

                	 	 	
                  2,501
                    

                	 
	
                  Less
                    - royalty-bearing participation

                	 	 	
                  489
                    

                	 	 	
                  402
                    

                	 	 	
                  884
                    

                	 	 	
                  902

                	 
	
                  Research
                    and development, net

                	 	 	
                  927

                	 	 	
                  853
                    

                	 	 	
                  1,947
                    

                	 	 	
                  1,599
                    

                	 
	
                  Sales
                    and marketing 

                	 	 	
                  1,870
                    

                	 	 	
                  1,662
                    

                	 	 	
                  3,736
                    

                	 	 	
                  3,406
                    

                	 
	
                  General
                    and administrative

                	 	 	
                  422
                    

                	 	 	
                  419
                    

                	 	 	
                  833
                    

                	 	 	
                  871
                    

                	 
	
                  Total
                    operating expenses

                	 	 	
                  3,219
                    

                	 	 	
                  2,934
                    

                	 	 	
                  6,516
                    

                	 	 	
                  5,876
                    

                	 
	
                  Operating
                    income (loss)

                	 	 	
                  47

                	 	 	
                  (693

                	
                  )

                	 	
                  146

                	 	 	
                  (1,275

                	
                  )

                
	
                  Financing
                    income, net

                	 	 	
                  56
                    

                	 	 	
                  18
                    

                	 	 	
                  91
                    

                	 	 	
                  24
                    

                	 
	
                  Net
                    income (loss)

                	 	 	
                  103

                	 	 	
                  (675

                	
                  )

                	 	
                  237

                	 	 	
                  (1,251

                	
                  )

                
	
                  Basic
                    net earnings (loss) per ordinary share

                	 	
                  $

                	
                  0.01

                	 	
                  $

                	
                  (0.05

                	
                  )

                	
                  $

                	
                  0.02

                	 	
                  $

                	
                  (0.10

                	
                  )

                
	
                  Diluted
                    net earnings (loss) per ordinary share

                	 	
                  $

                	
                  0.01

                	 	
                  $

                	
                  (0.05

                	
                  )

                	
                  $

                	
                  0.02

                	 	
                  $

                	
                  (0.10

                	
                  )

                
	
                  Weighted
                    average number of 

                  ordinary
                    shares used in 

                  computing
                    basic net earnings 

                  (loss)
                    per ordinary share

                	 	 	
                  14,792,288

                	 	 	
                  14,395,338

                	 	 	
                  14,540,644
                    

                	 	 	
                  12,492,464
                    

                	 
	
                  Weighted
                    average number of 

                  ordinary
                    shares used in 

                  computing
                    diluted net earnings 

                  (loss)
                    per ordinary share

                	 	 	
                  16,069,930

                	 	 	
                  14,395,338

                	 	 	
                  16,152,875

                	 	 	
                  12,492,464

                	 


        

      

      


      (Additional
        table to follow)


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      RADCOM
        REPORTS/4

      
        
          	
                  RADCOM
                    Ltd.

                  Consolidated
                    Balance Sheets

                  (1000's
                    of U.S. dollars) 

                


        

         

        
          	 	 	
                  As
                    of

                	 	
                  As
                    of

                	 
	 	 	
                  June
                    30, 2005

                	 	
                  December
                    31, 2004

                	 
	
                  Current
                    Assets

                	 	
                  (unaudited)

                	 	
                  (unaudited)

                	 
	
                  Cash
                    and cash equivalents 

                	 	 	
                  7,560

                	 	 	
                  6,558

                	 
	
                  Marketable
                    securities

                	 	 	
                  1,994

                	 	 	
                  1,992

                	 
	
                  Trade
                    receivables, net 

                	 	 	
                  5,088
                    

                	 	 	
                  5,341

                	 
	
                  Inventories
                    and inventory prepayments 

                	 	 	
                  2,361
                    

                	 	 	
                  2,400
                    

                	 
	
                  Other
                    current assets 

                	 	 	
                  923
                    

                	 	 	
                  880
                    

                	 
	
                  Total
                    Current Assets

                	 	 	
                  17,926
                    

                	 	 	
                  17,171
                    

                	 
	 	 	 	 	 	 	 	 
	
                  Assets
                    held for severance benefits

                	 	 	
                  1,825

                	 	 	
                  1,784

                	 
	
                   

                	 	 	 	 	 	 	 
	
                  Property
                    and equipment, net

                	 	 	
                  1,172

                	 	 	
                  1,174

                	 
	
                   

                	 	 	 	 	 	 	 
	
                  Total
                    Assets

                	 	 	
                  20,923

                	 	 	
                  20,129

                	 
	 	 	 	
                	 	 	
                	 
	
                  Liabilities
                    and Shareholders' Equity

                	 	 	 	 	 	 	 
	
                  Current
                    Liabilities 

                	 	 	 	 	 	 	 
	
                  Trade
                    payables 

                	 	 	
                  1,754

                	 	 	
                  2,027

                	 
	
                  Current
                    deferred revenue

                	 	 	
                  1,156

                	 	 	
                  889

                	 
	
                  Other
                    payables and accrued expenses 

                	 	 	
                  3,675

                	 	 	
                  4,204

                	 
	
                  Total
                    Current Liabilities

                	 	 	
                  6,585

                	 	 	
                  7,120

                	 
	 	 	 	 	 	 	 	 
	
                  Long-Term
                    Liabilities 

                	 	 	 	 	 	 	 
	
                  Long-term
                    deferred revenue

                	 	 	
                  964
                    

                	 	 	
                  583
                    

                	 
	
                   Liability
                    for employees’ severance pay benefits

                	 	 	
                  2,439

                	 	 	
                  2,402

                	 
	
                  Total
                    Long-Term Liabilities

                	 	 	
                  3,403

                	 	 	
                  2,985

                	 
	 	 	 	 	 	 	 	 
	
                  Total
                    Liabilities

                	 	 	
                  9,988

                	 	 	
                  10,105

                	 
	 	 	 	 	 	 	 	 
	
                  Shareholders'
                    Equity 

                	 	 	 	 	 	 	 
	
                  Share
                    capital 

                	 	 	
                  105

                	 	 	
                  101

                	 
	
                  Additional
                    paid-in capital

                	 	 	
                  44,366

                	 	 	
                  43,698

                	 
	
                  Accumulated
                    other comprehensive loss

                	 	 	
                  (11

                	
                  )

                	 	
                  (13

                	
                  )

                
	
                  Accumulated
                    deficit

                	 	 	
                  (33,525

                	
                  )

                	 	
                  (33,762

                	
                  )

                
	
                  Total
                    Shareholders' Equity

                	 	 	
                  10,935
                    

                	 	 	
                  10,024

                	 
	 	 	 	 	 	 	 	 
	
                  Total
                    Liabilities and Shareholders' Equity

                	 	 	
                  20,923

                	 	 	
                  20,129