1) What issues would you have with tis document?

2) With the issues identified, what would be your counter offer?

3) How do you advise AudioCodes of your positions ?

Letter Agreement

This letter agreement ("Letter Agreement") is entered into as of the date last signed below, by and between AudioCodes Ltd., with offices at 1 Hayarden Street, Airport City, Lod 70151, Israel ("AudioCodes") and Verizon Sourcing LLC ("Verizon")., a Delaware limited liability company, having an office at One Verizon Way, Basking Ridge, New Jersey 07020 .

WHEREAS, Verizon wishes, from time to time, place an order for certain AudioCodes software licenses ("SBC Floating Licenses") on behalf of Verizon customers directly or through an authorized AudioCodes distributor. Such SBC Floating Licenses shall be ordered by Verizon's customers directly or indirectly through Verizon, and

WHEREAS, AudioCodes wises to provide to Verizon's customers such SBC Floating Licenses as ordered by Verizon.

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

Terms.The terms and conditions herein shall apply to each individual order of SBC Floating Licenses placed by Verizon on behalf of Verizon customers.

End User License Agreement.The terms and conditions which govern the use of the SBC Floating License ("EULA") are attached hereto as Exhibit A. Verizon has caused or shall cause its customer(s) to agree abide by the terms of such EULA upon the customer's purchase of such licenses.

Price; Payment; Remedies.

The prices for the SBC Floating License(s) ("Price") are listed in the respective purchase order.

Payment of the Price shall be made by Verizon to the AudioCodes distributor, as applicable, in accordance with the terms of the respective agreement between Verizon and the distributor. Verizon is committing to pay the Price for each order of SBC Floating Licenses in accordance with the actual use of the number of users. Any use of the SBC Floating Licenses that is in excess to the number of actual licenses paid or purchased will entitle the AudioCodes distributor to issue an invoice for such additional licenses.

All payments are non-refundable. All fees are exclusive of any present or future sales, revenue, withholding, value added, or tax, import duty or other taxes applicable to the SBC Floating License. Such taxes when applicable shall be paid by Verizon unless Verizon provides a proper tax exemption certificate.

In the event that Verizon doesn't remit payment of the additional invoice on time to the AudioCodes distributor, or Verizon's customer uses the SBC Floating License in a manner or extent not licensed by AudioCodes, AudioCodes exclusive remedies are that AudioCodes (1) may discontinue the SBC Floating License and/or (2) disconnect part or all of the SBC product and/or its associated service and any unauthorized use by any means considered expedient to AudioCodes, unless Verizon provides AudioCodes with proper proof that payment has been settled with the AudioCodes distributor. For the avoidance of doubt, the aforementioned remedies shall apply only to the respective order for which payment has not been received.

IN WITNESS WHEREOF, the parties have caused this Letter Agreement to be executed and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Letter Agreement duly authorized by all necessary and appropriate corporate action to execute this Letter Agreement.