RadView Software Ltd. (RDVWF)

[midastouch017]

RadView Software Ltd. Announces Execution of Term Sheet for Financing by Fortissimo Capital Fund

Thursday January 26, 2:25 pm ET

BURLINGTON, Mass.--(BUSINESS WIRE)--Jan. 26, 2006--RadView Software Ltd. (OTCBB: RDVWF; the "Company"), a premier provider of solutions for verifying the performance, scalability and integrity of business critical Web applications, today announced that Fortissimo Capital Fund ("Fortissimo") on behalf of itself and certain co-investors has entered into a term sheet with the Company pursuant to which it would provide a minimum of $1.5 million of financing to the Company and, at its election, up to an additional $2.25 million of financing. This financing, comprised of both an equity investment and loans, is contingent on, among other things, the completion of due diligence, negotiation of definitive agreements and the approval of the shareholders of the Company.

Pursuant to a bridge loan agreement entered into between the parties on January 26, 2006, Fortissimo would provide the Company with a bridge loan in the amount of $200,000 within the next few days. Fortissimo would also make up to an additional $300,000 of bridge loans, subject to its approval and compliance by the Company with an approved budget.

The Company intends to use the net proceeds of the financing to fund its working capital needs.

"This financing will provide us with the funding to continue to produce innovative, quality products as we work towards profitability," said Ilan Kinreich, President and CEO of RadView Software. "We look forward to a collaborative relationship with Fortissimo to maximize RadView's potential in the growing worldwide market for Web application quality assurance."

Yuval Cohen, the Managing Partner of Fortissimo stated, "RadView Software, with its strong technology, stellar customer base, and market potential can serve as a platform for growth in the enterprise software market. We look forward to working with the Company on enhancing its market share and attaining profitability."

Terms of the Financing:

Of the $1.5 million minimum investment, (a) $750,000 will be provided to the Company as an equity investment in exchange for preferred shares of the Company at a price of $0.03 per share and (b) $750,000 will be provided to the Company as a convertible loan, convertible into Preferred Shares of the Company at $0.03 per share. The convertible loan will be provided initially as a $500,000 bridge loan with an additional $250,000 provided in April 2006. The convertible loan bears interest at a rate of 8% per annum, and if not converted into Preferred Shares, will be due and payable 30 days after the third anniversary of the date of the convertible loan.

The bridge loan shall become part of the convertible loan at the closing of the equity investment. In the event that the equity investment is not approved, or for whatever reason not completed, the bridge loan will become due and payable within 60 days of notice by either party of the termination or an intention to terminate negotiations of the proposed investment. The bridge loan and the convertible loan will be secured by a floating charge on all of the Company's assets and a fixed charge on the Company's intellectual property and accounts receivable.

Fortissimo will also receive warrants to purchase additional Preferred Shares at a cost of up to another $3 million at an exercise price of $0.04 per share, exercisable for a period of five years.

About Fortissimo Capital Funds

Fortissimo Capital is a private equity fund investing in public and private technology companies that require capital to expand their business. Fortissimo is a long-term investor and seeks to partner with management to facilitate growth and maximize value. Fortissimo is backed by 15 financial institutions including insurance companies, banks and pension funds. More information about Fortissimo Capital is available at www.ffcapital.com.

About RadView

RadView(TM) Software Ltd. (OTCBB: RDVWF - News) is a leading provider of solutions for verifying the performance, scalability and integrity of business-critical Web applications. Deployed at over 1,600 customers worldwide from major industries such as financial services, retail, manufacturing, education and technology, RadView's award-winning products enable customers to reduce costs while improving the quality of their Web applications throughout the development lifecycle. Corporate offices are located in Burlington, MA. For more information visit www.radview.com or call 1-888-RADVIEW.

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