EXHIBIT 10.1


AMENDMENT AND ADDENDUM DATED AS OF JULY 26, 2006

(the “amendment”)

TO THAT CERTAIN CONVERTIBLE LOAN AGREEMENT ENTERED INTO AS OF APRIL 4, 2006


This Amendment is
entered by and among Fortissimo Capital Fund GP, L.P., on behalf of the several
parallel partnerships in which it serves as the General Partner (the “Lead Lender”), whose principal offices are
located at 14 Hamelacha Street, Park Afek, Rosh Haayin 48091, Israel, Shem
Basum Ltd., an Israeli company, having its address at 8 Hanna Senesh St., Kfar
Saba, Israel (“Beilis”); Michael
Chill, an individual having his address at 210 West 89th Street Apt. 4-N, New
York, NY 10024, U.S.A. (“Chill”
and together with Beilis and the Lead Lender, the “Accelerating Lenders”), and Radview Software Ltd., an Israeli
corporation, corporate registration number 511627952, with its principal
offices in Israel located at 2 Habarzel Street, Tel Aviv 69710, Israel and its
principal offices in the U.S.A. located at 7 New England Executive Park,
Burlington, MA 01803 (the “Borrower”
or the “Company”).


RECITALS


WHEREAS, on
January 26, 2006, the Lead Lender and the Borrower entered into a Bridge Loan
Agreement (the “BLA”), pursuant to
which the Lead Lender has agreed to advance to the Company by installments a
loan in the amount of up to US$500,000, all as set forth in the BLA (principal
amounts actually borrowed under the BLA and any interest accrued thereon shall
hereinafter be defined as the “Bridge Loan
Amount”); and


WHEREAS,
the Accelerating Lenders, Mr. Yehuda Zisapel (“Zisapel”) and the Borrower have entered into a Share Purchase
Agreement, dated as of April 4, 2006, pursuant to which the Accelerating
Lenders and Zisapel shall make an equity investment of up to US$3,000,000 in
the Company (the “SPA”); and


WHEREAS, concurrently
with the entering into the SPA, the Accelerating Lenders, Zisapel and the
Borrower entered into a Convertible Loan Agreement, dated as of April 4, 2006
(the “CLA”), pursuant to which the
Accelerating Lenders and Zisapel shall advance to the Company a loan in the
amount of US$250,000 (in addition to the US$500,000 made available to the
Company under the BLA) concurrently with the SPA Closing (as such term is
defined in the CLA; the aforesaid US$250,000 amount shall hereinafter be
defined as the “Principal  Amount”), of which the respective portions
of the Accelerating Investors are set forth on Schedule 1.1 hereto (the “Accelerated Portion of the Principal Amount”);
and


WHEREAS,
the Accelerating Lenders and the Borrower wish to amend certain of the provisions
of the CLA so that the Accelerated Portion of the Principal Amount shall be
made available to the Borrower prior to the SPA Closing, all as set forth in
the CLA as amended hereby, while the balance of the Principal Amount shall
remain available to the Borrower from Zisapel pursuant to the original terms of
the CLA.


NOW,
THEREFORE, in consideration of the mutual agreements,
provisions and covenants contained herein, the parties agree as follows:


1.                                      Interpretation.


The preamble to this
Amendment shall be deemed an integral part hereof. Capitalized terms used and
not otherwise defined herein shall have the meanings set forth in the CLA. The
meaning of capitalized terms which are defined herein shall apply to such terms
when used in the CLA, as amended hereby.


2.                                      Amendment
of the CLA


The Accelerating
Lenders and the Borrower hereby agree to amend the CLA, as follows:


2.1                               Amendment
of Section 1.1 of the CLA (Definition of Loan Date).


The provisions of
Section 1.1 (a) of the CLA shall be replaced in their entirety by the
following:


“Subject
to the terms and conditions of this Agreement, each of the Lenders, severally
and not jointly, agrees to provide to the Borrower with a loan in the amount
set forth opposite the name of such Lender in Schedule 1.1 hereto,
amounting in the aggregate to the Principal Amount. The Company acknowledges
that it has received from the Lead Lender a total of $500,000, constituting the
entire amount available for burrowing under the BLA.”









 



In Section 1.1(b)
the reference in the first sentence to “the Loan Date (as defined below)” shall
be replaced with the following text: “the Accelerated Portion Loan Date or the
Remaining Portion Loan Date (each, as defined below), as the case may be”


The provisions of
Section 1.1 (c) of the CLA shall be replaced in their entirety by the
following:


“The
respective portion of the Principal Amount of each of the Accelerating Lenders,
as set forth in Schedule 1.1 hereto (the “Accelerated
Portion of the Principal Amount”) shall be paid to the Borrower no
later than July 27, 2006 (the “Accelerated
Portion  Loan Date”). Zisapel’s respective portion of the Principal
Amount shall be paid to the Company concurrently with the SPA Closing (the “Remaining Portion Loan Date”)”.


2.2                               Amendment
of Section 1.2of the CLA.


(i)                                     The
provisions of Section 1.2 (a) of the CLA shall be replaced in their entirety by
the following:


“Unless
earlier converted in accordance with the terms of Sub-Section 1.2 (b) below,
the Loan Amount shall become immediately repayable in full upon the earlier to
occur of: (a) the date which is thirty (30) days after the third anniversary of
the Remaining Portion Loan Date; (b) at the option of a Lender with respect to
such Lender’s portion of the Loan Amount, upon the occurrence of an Event of
Default (as defined herein); or (c) in respect only of the Loan Amount
attributable to the Accelerated Portion of the Principal Amount -  in the event that (i) the SPA Closing has not
taken place on or prior to August 27, 2006 
or(ii)  the Borrower has not adopted
the Resolutions (as defined below) at the shareholders meeting, then in each of
the circumstances under subsections (i) or (ii) above, by September 15, 2006,
unless Borrower has received a written extension of such repayment date by an
Accelerating Lender, which notice shall apply only to such Accelerating Lender’s
respective portion of the Loan Amount. 
It is hereby clarified that concurrently with and in addition to the
repayment to the Lead Lender of its respective portion of the Loan Amount, the
Borrower shall repay to the Lead Lender the entire Bridge Loan Amount then
outstanding.”


(ii)                                  The
reference to “the Loan Date” in the first line of Section 1.2(b) of the CLA
shall be replaced with the following text:


“the
Accelerated Portion Loan Date or the Remaining Portion Loan Date, as the case
may be”.


(iii)                               The reference to “the
Loan Date” in the second line of Section 1.2(b) of the CLA shall be replaced
the following text:


 “the
Remaining Portion Loan Date”.


2.3                               Amendment
of Section 1.5 of the CLA. 


(i)                                   Delete
in its entirety the preamble text to Section 1.5 of the CLA reading:


“On
or prior to the Loan Date, Borrower shall deliver to the Lenders the following:”


(ii)                                Section 1.5(a) of the CLA shall be replaced in its entirety by the
following:


“Promptly
following Borrower’s shareholders meeting, the Borrower shall deliver to the
Lenders a copy of the resolutions of Borrower’s audit committee, Board of
Directors (the “Board”) and
Shareholders (collectively, the “Resolutions”),
approving the execution and performance by Borrower of this Agreement and its
annexes and the Charge Debentures (all, as defined below) in forms to the
reasonable satisfaction of counsel to Lead Lender. In the event that the
Borrower’s audit committee does not approve this Agreement, the Borrower shall
repay to Beilis its respective portion of the Loan Amount with the addition of
any Interest accrued thereon, within 14 days from the date of the Borrower’s
shareholders meeting. Notwithstanding the above, each of the other Accelerating
Lenders shall have the right (but not the obligation) to receive by assignment
in writing its pro-rata portion of the Loan Amount that was extended by Beilis
hereunder in consideration for payment to Beilis of such pro rata portion plus
the applicable Interest. It is hereby clarified that the non-participation of
Beilis in the Convertible Loan shall not affect the parties’ rights and
obligations under this Agreement.



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(iii)                             Add the following text at
the beginning of each of the provisions in Sections 1.5(b), 1.5(c) of the CLA:


“On
or prior to the Accelerated Portion Loan Date, Borrower shall deliver to
the  Lenders...”


(iv)                              Add the following text at the beginning
of the provision in Section 1.5 (d) of the CLA:


“Concurrently with or prior to the SPA Closing or, in
the event that the Borrower has not delivered to the Lenders the Resolutions
(pursuant to Section 1.5(a) above) then no later than 10 days following the
Borrower’s general meeting, the Borrower shall deliver to the Lenders...”


2.4                               Addition
of Section 1.6


Add the following text as Section 1.6 of the CLA:


“1.6      [Omitted]”


2.5                               Amendment
to Section 1.7


In the fourth and fifth lines of Section 1.7, after
the words “this Agreement” insert “as amended”


2.6                               Addendum
and Amendment of Section 1.8 of the CLA.


(i)                                     Add
the following new Section 1.8(b1) after the provisions in Section 1.8 (b) of
the CLA:


“(b1)
For the avoidance of doubt and without derogating from the provisions of
Section 1.8(d) of this Agreement it is hereby clarified that Zisapel shall not
be eligible to exercise any rights he may have under the Floating or Fixed
Charge Debentures prior to his payment to the Borrower of his respective
portion of the Principal Amount.”


(ii)                                  The
reference in Section 1.8 (c) of the CLA to “Loan Date” shall be replaced with
the following text:


“the
Accelerated Portion Loan Date”.


(ii)                                  Following
Section 1.8(e) of the CLA, a new Section 1.8(f) shall be added as follows:


“(f)
For the avoidance of doubt, in the event of full repayment of the Loan Amount
pursuant to Sub-Section (c) of Section 1.2 (a) of this Agreement each of the
Charges shall ipso facto expire and each of the Lenders undertakes to execute
any document reasonably required by the Company to effect the deletion of such
Charges from the records of any Israeli or non Israeli governmental authority
with which such charges have been filed.”


2.7                               Amendment
of Section 3.1 of the CLA.  


Section 3.1 of the CLA shall be deleted in its
entirety. It is hereby agreed that: (i) the obligation of each Lender to
advance such Lender’s portion of the Principal Amount is subject to receipt by
the Lenders of the documents listed in Sections 1.5(b) and 1.5(c) of the CLA as
amended hereby together with a counterpart signature page of this Amendment
signed by all parties hereto; and (ii) the obligation of Zisapel to advance his
portion of the Principal Amount is subject to his receipt (in addition to the
abovementioned deliverables) of the documents listed in Sections 1.5(a) and
1.5(d)  and the occurrence of the SPA
Closing.


2.8                               Replacement
of Schedule 1.1.


Schedule 1.1
attached to the Agreement shall be replaced with the Amended Schedule 1.1
attached hereto.


3.                                      Scope
of this Amendment.


Except for the
amendments and addendum set forth herein, no other provision of the CLA (and for the avoidance of doubt, of the BLA)
is amended hereby and all such other provisions shall remain in full force and
effect in accordance with their terms.


[remainder of page intentionally left blank – signature page to follow]

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SIGNATURE PAGE OF AMENDMENT TO CONVERTIBLE LOAN AGREEMENT
IN WITNESS WHEREOF, Borrower and Lenders have executed this Amendment as of the date set forth in the preamble.




	
  BORROWER

  	
   

  	
   

  	
  LEAD LENDER

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Radview Software Ltd.

  	
   

  	
  FORTISSIMO CAPITAL FUND GP, L.P.

  BY: FORTISSIMO CAPITAL (GP)

  MANAGEMENT LTD., ITS GENERAL PARTNER

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ JARON LOTAN

  	
   

  	
  /s/ YUVAL COHEN

  
	
  Name:

  	
  Jaron Lotan

  	
   

  	
  Name:

  	
  Yuval Cohen

  
	
  Title:

  	
  Chairman of the Board

  	
   

  	
  Title:

  	
  Managing Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ CHRISTOPHER DINEEN

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Christopher Dineen

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SHEM BASUM LTD.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/  SHAI BEILIS

  	
   

  	
   

  	
   

  
	
  Name:  Shai Beilis

  	
   

  	
   

  	
   

  
	
  Title:  Managing Partner

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  MICHAEL CHILL

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ MICHAEL CHILL

  	
   

  	
   

  	
   

  
							






 

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Amended Schedule 1.1




	
  Name of Lender

  	
   

  	
  Principal Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortissimo Capital Fund GP, L.P. (Lead Lender)

  	
   

  	
  US

  	
  $

  	
  62,500

  	
   

  
	
  Shem Basum Ltd. / Shai Beilis

  	
   

  	
  US

  	
  $

  	
  50,000

  	
   

  
	
  Yehuda Zisapel

  	
   

  	
  US

  	
  $

  	
  125,000

  	
   

  
	
  Michael Chill

  	
   

  	
  US

  	
  $

  	
  12,500

  	
   

  
	
  Sub-total

  	
   

  	
  US

  	
  $

  	
  250,000

  	
   

  
	
  Fortissimo Capital Fund GP, L.P. - balance of Bridge
  Loan*

  	
   

  	
  US

  	
  $

  	
  0

  	
   

  
	
  Total

  	
   

  	
  US

  	
  $

  	
  250,000

  	
   

  






 






*               Fortissimo Capital
Fund GP, L.P. has previously provided the entire US$500,000 under the Bridge
Loan.



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