<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>kl02086_ex10-1.txt
<DESCRIPTION>EXHIBIT 10.1  PRESS RELEASE
<TEXT>
                                                                    Exhibit 10.1


Nasdaq Issues Determination Regarding RADCOM's National Market Compliance


- Company To Proceed With $5.5M Private Placement (PIPE) -


TEL-AVIV, Israel, Feb. 20 /PRNewswire-FirstCall/ -- On February 13, 2004, RADCOM
Ltd.(NASDAQ-NMS:RDCM) (Nasdaq: RDCM) received a determination from a Nasdaq
Listing Qualifications Panel with respect to the Company's compliance with the
$10 million shareholders' equity requirement for listing on The Nasdaq National
Market. The Panel gave the Company until March 30, 2004 to demonstrate such
compliance.


To achieve compliance, the Company intends, among other things, to complete a
private placement (or PIPE investment) of ordinary shares by March 30, 2004. The
Company is calling a special meeting of shareholders on March 15, 2004 to
approve the proposed investment and certain other matters.


In preparation for the PIPE investment, the Company has executed non- binding
term sheets with a number of private investors, and is now in the process of
preparing and negotiating definitive agreements. According to the term sheets,
the Company plans to issue ordinary shares at an aggregate purchase price of
$5.5 million, with the exact purchase price of each share determined in relation
to the market price of the shares prior to the shareholders' meeting. In
addition, for each four ordinary shares purchased, the PIPE investors will be
granted warrants to purchase one additional ordinary share. The Company will
register all PIPE-related shares (both those purchased and those issuable
pursuant to the warrants) for resale.


For full details regarding the PIPE investment, interested parties can refer to
the proxy statement filed earlier today (February 20, 2004) with the SEC.


There can be no assurances that the $5.5 million PIPE investment will close as
planned or that the Company will afterwards be able to maintain compliance with
The Nasdaq National Market listing requirements.


RADCOM designs, manufactures, markets and supports network test and quality
management solutions for service providers, developers and enterprises
worldwide. The company specializes in comprehensive performance measurement and
voice quality management systems for VoIP and cellular converged networks as
well as in a line of high quality, integrated, multitechnology WAN/LAN/ATM test
solutions. For more information, please visit www.RADCOM.com.


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.


     Contact:
     David Zigdon, CFO
     (972) 3-6455004
     davidz@radcom.com



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