Exhibit 10


Exhibit 10.1




RiT TECHNOLOGIES REPORTS FIRST QUARTER 2004 RESULTS

-- Highest Revenues in 7 Quarters -




  

Tel Aviv, Israel – May 5, 2004 – RiT Technologies (NASDAQ: RITT), the pioneer and world-leading provider of intelligent physical layer solutions, today announced financial results for the first quarter ended March 31, 2004.




Revenues for the first quarter of 2004 were $4,384,000, an increase of 26% compared to $3,485,000 for the first quarter of 2003, and 5% compared to $4,186,000 for the fourth quarter of 2003. Net loss for the quarter declined to ($885,000), or ($0.10) per share, compared to ($1,061,000), or ($0.12) per share for the first quarter of 2003, and ($1,347,000), or ($0.15) per share for the fourth quarter of 2003.




Commenting on the results, Liam Galin, President and CEO, said, “We are proud to report our highest revenues in seven quarters, together with strengthening gross margins and a continued reduction in net loss. For the first time in six years, and in sharp contrast to our normal seasonal pattern, our revenues were higher in the first quarter than they were in the fourth, reflecting the receipt of several repeat Carrier solution orders. In parallel, the cost-cutting put in place over the past two years continues to contribute to the bottom line.




“On the Enterprise side, we are making progress towards closing important new PatchViewTM IPLMS (Intelligent Physical Layer Management Solution) sales. In addition, we have recently launched joint sales activities with NORDX/CDT, our new strategic partner. Although we cannot predict the exact timing of specific orders, we are on track in our plans to rebuild the business and to achieve growth in 2004. We are also encouraged by reawakened interest in our Carrier solutions, as demonstrated by late-stage negotiations in process with five new PairViewTM/ PairQTM customers.”




    

The Company will host a conference call to discuss these results on Wednesday, May 5th, at 10:00 A.M. Eastern Time/ 17:00 Israel time.  To participate, please call 1-800–322-0079 from the US (toll free), or +1-973-935-2407 International, and the ID code: 4722413. 




A replay of the call will be available beginning at 12 noon ET on the day of the call for 14 days by calling 1-877-519-4471 from the US (toll free), or +1-973-341-3080 from the rest of the world ID code: 4722413.







About RiT Technologies

RiT Technologies pioneered the development of intelligent physical layer solutions, designed to provide superior control, utilization and maintenance of networks. RiT's innovative solutions help customers capitalize on network investments and reduce cost of ownership.




RiT's Enterprise Solutions include PatchViewTM for full web-based management, planning and troubleshooting of network physical layer connectivity, and SMART CablingTM System components for single-source, end-to-end structured cabling solutions.




PairViewTM and PairQTM Carrier Solutions help telcos capitalize on outside plant investments by giving them reliable, mass-verified and qualified infrastructure and connectivity databases.




With a global sales network spanning 60 countries, RiT's key customers include major financial institutions, corporations and global telecommunications companies such as: Deutsche Telekom, Alcatel, TELMEX, TELENOR, The New York Mercantile Exchange (NYMEX), ING Barings, INVESCO, DIAGEO, Daewoo, and Reuters.

 

RiT is a member of the RAD group, a world leader in communications solutions.

For more information, please visit our website: www.rittech.com




Safe Harbor statement under the Private Securities Litigation Reform Act of 1995: This release contains forward looking statements that are subject to risks and uncertainties, including, but not limited to, the impact of competitive products and pricing, product demand and market acceptance, new product development, reliance on key strategic alliances, availability of raw materials, the regulatory environment, fluctuations in operating results and other risks detailed from time to time in the Company’s filings with the Securities Exchange Commission.

 This press release is available at http://www.rittech.com/ and http://www.portfoliopr.com/






	





RiT TECHNOLOGIES LTD.


	STATEMENTS OF OPERATIONS (U.S GAAP)


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


	 	 	 	 	 	 
	 	 	For the three

months ended

March 31,

(Unaudited)

	 
	 	 	 
	 	 	 
	 	 	 
	 	 	2004

	 	2003

	 
	 	 	 	 	 	 
	Sales

	 	4,384

	 	3,485

	 
	Cost of sales

	 	2,504

	 	2,059

	 
	Gross profit

	 	1,880

	 	1,426

	 
	 	 	 	 	 	 
	Operating  cost and expenses:

	 	 	 	 	 
	Research and development, gross

	 	905

	 	892

	 
	Less - royalty-bearing participation

	 	56

	 	85

	 
	Research and development, net

	 	849

	 	807

	 
	 	 	 	 	 	 
	Sales and marketing

	 	1,584

	 	1,382

	 
	 	 	 	 	 	 
	General and administrative

	 	337

	 	323

	 
	Total operating expenses

	 	2,770

	 	2,512

	 
	 	 	 	 	 	 
	Operating loss

	 	(890)

	 	(1,086)

	 
	 	 	 	 	 	 
	Financial income, net

	 	5

	 	25

	 
	 	 	 	 	 	 
	Loss for the period







	 	(885)

	 	(1,061)

	 
	 	 
	Basic and - diluted loss per share 

	 	(0.10)

	 	(0.12)

	 
	


	 	 	 	 	 
	Basic and diluted weighted average number of shares 

	 	8,910,352

	 	8,910,352

	 










	RiT TECHNOLOGIES LTD.


	CONSOLIDATED BALANCE SHEET (U.S GAAP)


	(U.S dollars in thousands)


	 	 	 	 	 
	 	 	March 31, 

2004

	 	December 31, 2003


	 	 	(Unaudited)

	 	(Audited)


	Assets

	 	 	 	 
	Current Assets

	 	 	 	 
	Cash and cash equivalents

	 	1,941

	 	2,714


	Marketable securities

	 	559

	 	560


	Trade, net 

	 	3,484

	 	3,369


	Other 

	 	  831

	 	  767


	Inventories 

	 	4,634

	 	4,760


	Total Current Assets

	 	11,449

	 	12,170


	 	 	 	 	 
	Property and Equipment

	 	 	 	 
	Cost

	 	3,243

	 	3,209


	Less - accumulated depreciation

	 	2,917

	 	2,858


	 	 	326

	 	351


	Assets held for severance benefits

	 	1,392

	 	1,435


	Total Assets

	 	13,167

	 	13,956


	 	 	 	 	 
	Liabilities and Shareholders' Equity

	 	 	 	 
	Current Liabilities

	 	 	 	 
	Trade payables

	 	3,152

	 	3,225


	Other  payables and accrued expenses

	 	2,406

	 	2,153


	Total Current Liabilities

	 	5,558

	 	5,378


	 	 	 	 	 
	Long-term Liabilities

	 	 	 	 
	Liability for  employees severance benefits

	 	1,887

	 	1,970


	Total Long-term Liabilities

	 	1,887

	 	1,970


	Total Liabilities

	 	7,445

	 	7,348


	 	 	 	 	 
	Shareholders' Equity 

	 	 	 	 
	Share capital 

	 	260

	 	260


	Additional paid-in capital

	 	23,928

	 	23,928


	Accumulated other comprehensive income

	 	14

	 	15


	Notes receivable from employees

	 	(27)

	 	(27)


	Accumulated deficit

	 	(18,453)

	 	(17,568)


	Total Shareholders' Equity

	 	5,722

	 	6,608


	Total Liabilities and Shareholders' Equity

	 	13,167

	 	13,956