SERVICE AGREEMENT - AVI LANDMAN

                               SERVICES AGREEMENT

This Services Agreement (the "AGREEMENT") is made and entered into as of October
1st , 2001, by and between  SuperCom Ltd., a company  existing under the laws of
the State of Israel (the  "COMPANY")  and AVI  LANDMAN,  ID No.  067151761  (the
"SERVICE PROVIDER").

WHEREAS     the Company  requires such services as set forth in this  Agreement;
            and


WHEREAS     the Service Provider  represents that he has the necessary knowledge
            and  experience  and  is  capable  of  competently   and  diligently
            providing all the services under this Agreement; and

WHEREAS     the Service Provider has been previously employed by the Company and
            the Company is aware of the Service Provider's skills and abilities;
            and

WHEREAS     the Company  desires to retain the services of the Service  Provider
            pursuant to the terms and conditions set forth in this Agreement and
            the Service  provider agrees to provide such services to the Company
            on such terms and conditions.

NOW, THEREFORE, the parties hereto agree as follows:

 1.       GENERAL

          1.1  The  preamble to this  Agreement  constitutes  an  integral  part
               hereof.


          1.2  The headings of the sections and  subsections  of this  Agreement
               are  for  convenience  of  reference  only  and  are  not  to  be
               considered in interpreting this Agreement.

 2.       THE SERVICES

          2.1  As of  October  1, 2001 (the  "EFFECTIVE  DATE"),  subject to the
               approval of the appropriate  organs of the Company as required by
               any applicable law or regulation  thereunder,  the Company hereby
               engages the Service  Provider  and the  Service  Provider  hereby
               agrees to provide the Company with  services as with  services as
               Research  Manager of the Company (the  "SERVICES").  The Services
               shall be rendered in a diligent,  conscientious  and professional
               manner,  pursuant to guidelines  and  procedures set forth by the
               Board of Directors of the Company from time to time.

          2.2  The Service Provider  acknowledges  that the consulting  Services
               will  require  minimum 30  man-hours  per month and will  require
               regular  attendance  to the needs of the  Company.  The  Services
               shall be to the satisfaction of the Company, as determined in the
               unrestricted discretion of the Board of Directors of the Company.

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 SERVICE AGREEMENT - AVI LANDMAN

 3.       REPRESENTATIONS AND WARRANTEES OF THE SERVICE PROVIDER


           The Service Provider represents and warrants the following:

          3.1  That subject to the receipt of all appropriate approvals required
               by any  applicable  law,  there are no legal,  contractual or any
               other  restrictions  limiting his ability to perform the Services
               under this Agreement in accordance with the terms hereof.

          3.2  That he has the necessary knowledge and experience and is capable
               of competently  and  diligently  providing all the services under
               this Agreement.

          3.3  That pursuant to an employment  agreement between himself and the
               Company  dated  July 1, 1999  (the  "EMPLOYMENT  AGREEMENT")  the
               Company  employed  him as Research  Manager of the Company  until
               September 30th 2001 (the "EMPLOYMENT PERIOD").

          3.4  That following the  termination  of the Employment  Agreement and
               the end of the  Employment  Period he is no longer an employee of
               the Company  and that  excepts for the payment of the such amount
               as  obligated by the company as apart of the  resignation  of the
               Employee.

  4.       TERM AND TERMINATION

          4.1  This Agreement shall enter into force and effect on the Effective
               Date,  subject  to  the  receipt  of  all  appropriate  approvals
               required  by  applicable  law,  including,  as  applicable,   the
               approval  of  the  Audit   Committee,   Board  of  Directors  and
               Shareholders of the Company.

          4.2  The Company may terminate this agreement,  subject to decision of
               the Board of Directors of the Company, by providing 60 days prior
               written notice.

          4.3  The Service Provider may terminate this Agreement by providing 60
               days prior written notice.

          4.4  Without  derogating  from the  provisions of Sections 4.1 and 4.3
               above,   this   Agreement   may  be  terminated  by  the  Company
               immediately upon any of the following events:  (a) a perpetration
               by the  Service  Provider of a criminal  offence,  or a breach of
               trust or impairment to the Company, its monies, property,  assets
               or employees by the Service Provider; (b) a breach of the Service
               Provider's   undertakings   with   regard   to   confidentiality,
               intellectual property or non-competition; (c) any other breach by
               the Service  Provider of this Agreement  which has not been cured
               within thirty (30) days following  receipt of a written notice of
               such breach.

          4.5  In any event of termination of this Agreement for any reason



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 SERVICE AGREEMENT - AVI LANDMAN

               whatsoever,  the Service  Provider  shall assist the Company with
               transferring  all of the  Service  Provider's  activities  to any
               other  person  or  entity  chosen by the  Company  in an  orderly
               fashion.

  5.       CONSIDERATION

          5.1  The Company  shall pay the Service  Provider a monthly  amount of
               NIS 20,000 for the Services (the "CONSIDERATION").  Other than as
               expressly  provided for in this Agreement,  the Service  Provider
               shall not be entitled to any other  payment or  consideration  of
               any type or nature whatsoever, including, without limitation, any
               fees,  bonuses,  reimbursement  for  expenses  or the  like.  The
               aforementioned  monthly pay amount  shall be linked to the Dollar
               Exchange rate as published on the date of the payment.

          5.2  Each  payment  shall be made  against an  invoice,  issued by the
               Service  Provider,  to the  full  satisfaction  of  the  Company.
               Applicable Value Added Tax shall be added to each payment.

          5.3  In addition to the Consideration,  and for as long as the Service
               Provider  shall provide the Company with the Services  under this
               Agreement,  the Company shall provide the Service Provider with a
               Company  owned  cellular  phone  and  an  automobile,   including
               reimbursement  of  all  related   maintenance,   fuel,   repairs,
               insurance and other costs.  The  automobile to be provided to the
               Service  Provider  shall not be of a lesser type or quality  than
               the Employee had during the Employment Period.

          5.4  The  payments to be made by the  Company to the Service  Provider
               hereunder  (including  issuance  of shares  pursuant to Section 6
               below),  is inclusive of all taxes,  levies and other  compulsory
               payments of any kind,  all of which shall be borne by the Service
               Provider solely. To the extent required under any applicable law,
               the Company may  withhold any tax from any payment to the Service
               Provider hereunder and remit the balance to the Service Provider.

  6.       OPTION

          6.1  The Service provider shall have the option to receive, in lieu of
               payment  of the  Consideration  as  detailed  in Section 5 above,
               securities of the Company and/or of SHC Inc., a subsidiary of the
               Company (the "OPTION").


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 SERVICE AGREEMENT - AVI LANDMAN

          6.2  In the event that the Service  Provider  wishes to  exercise  the
               Option,  he shall  provide the Company  with a written  notice to
               such effect (the "OPTION  NOTICE").  Following the receipt of the
               Option Notice by the Company,  the parties will negotiate in good
               faith the terms and  conditions  of the exercise of the Option by
               the Service Provider,  including, without limitation, the type of
               securities  to be issued to the  Service  Provider,  the price of
               such securities and any other terms, conditions, restrictions and
               limitations applicable to such issuance.

          6.3  In the event that the parties have conducted negotiations in good
               faith  and have  failed  to  mutually  agree  upon the  terms and
               conditions of the exercise of the Option,  the Service Provider's
               sole  remedy  shall be the  payment of the  Consideration  by the
               Company.

          6.4  The parties  hereto  acknowledge  and agree that  exercise of the
               Option by the Service Provider shall be subject to the receipt of
               all appropriate approvals required by applicable law.

  7.       CONFIDENTIALITY; PROPRIETARY RIGHTS

          7.1  CONFIDENTIALITY. The Service Provider recognizes and acknowledges
               that  the  systems   (including   specifications,   programs  and
               documentation),  the  methods  and  data,  and the  developments,
               designs,  inventions,  improvements,  trade  secrets and works of
               authorship,  which the  Company,  or any employee  thereof,  owns
               plans,  or  develops  (whether  for its own use or for use by its
               clients)  are  confidential  and are the property of the Company.
               All of these materials and information  will be referred to below
               as "Proprietary Information".

               The Service Provider further recognizes and acknowledges that any
               discoveries,  developments, designs, inventions and improvements,
               directly or indirectly  related to the business of the Company or
               its clients (the "CREATIONS") made or acquired by him and whether
               or not  made  or  acquired  by him in  business  hours  or at the
               premises of the Company and whether or not made or acquired  with
               the  assistance of materials  supplied by the Company and whether
               or not the  Service  Provider  shall have been  requested  by the
               Company to make or acquire  such  Creations  shall  belong to the
               Company.

               Upon request,  the Service  Provider will execute any  instrument
               required to vest in the Company  complete  title and ownership to
               such  Creations,  and  will at the  request  and  expense  of the
               Company   execute  any  necessary   instrument  to  obtain  legal
               protection in Israel and foreign countries for such Creations and
               for the purposes of vesting  title  thereto in the  Company,  all
               without any  additional  compensation  of any kind to the Service
               Provider.

          7.2  NON-DISCLOSURE.  The  Service  Provider  agrees  that,  except as
               directed  by the  Company,  he will not,  during the term of this
               Agreement and for and


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 SERVICE AGREEMENT - AVI LANDMAN

               unlimited  time  thereafter,  disclose to any third party or use,
               directly  or  indirectly,  whether  for  his own  benefit  or the
               benefit of others,  any  Proprietary  Information,  or permit any
               third party to examine or make copies of any document (whether in
               written or any other form)  which may contain or be derived  from
               the Proprietary Information.

  8.      NON-COMPETITION

          The Service Provider  undertakes not, directly or indirectly  (whether
          as owner,  partner,  consultant,  employee or  otherwise) at any time,
          during  and for two (2)  years  following  the  Commencement  Date (as
          defined below),  to engage in any work or activity that is competitive
          with the Company's  activities or products  actively marketed or under
          active development by the Company,  nor to solicit any employee of the
          Company  to  resign  from or  otherwise  leave the  employment  of the
          Company.

          The term  "Commencement  Date" shall mean the later of (a) the date in
          which this Agreement has been  terminated  for any reason;  or (b) the
          date  in  which  the  Service  Provider  ceases  to  be,  directly  or
          indirectly  (including  holdings by a family  Member),  an  interested
          party in the  Company.  For the  purpose  of this  Section 8 the terms
          "Interested  party" and "Family Member" shall have the same meaning as
          such terms are  defined in section 1 of the  Israeli  Securities  Law,
          1968.

  9.      INDEPENDENT CONTRACTOR

          9.1  The  relationship  between the parties  under this  Agreement  is
               strictly that of independent parties, where the Service Provider,
               acting  solely as an  independent  contractor,  shall  supply the
               Services to the Company. Nothing herein shall be deemed to create
               the relationship of  employer-employee,  agency, joint venture or
               partnership  between the parties or between either of the parties
               and any third person.

          9.2  The  Service  Provider  undertakes  that he and/or  anyone on his
               behalf  shall not  assert  any claim  against  the  Company,  its
               shareholders, directors, officers or representatives any cause of
               action or claim in connection  with  employer-employee  relations
               which may have allegedly existed between him and the Company, and
               if he does so,  he shall  indemnify  the  Company  upon its first
               demand for any expense that may be occasioned to it in respect of
               or in connection with a claim as aforesaid,  including attorney's
               fees.

          9.3  Without  prejudice  to the  generality  of the  foregoing,  it is
               hereby agreed that the Service  Provider and anyone acting on his
               behalf  shall not be  entitled  to receive  from the  Company any
               severance pay and/or any other payment and/or other consideration
               deriving from employer-


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 SERVICE AGREEMENT - AVI LANDMAN

               employee  relations  and/or the  termination  thereof  and/or any
               social benefits.


          9.4  If for any reason whatsoever a competent  authority,  including a
               judicial body, determines that the Service Provider or any one on
               his behalf is the Company's  employee,  the following  provisions
               shall apply:

              9.4.1  In lieu of the Consideration  that was paid to the  Service
                     Provider  from the  Effective  Date,  the Service  Provider
                     shall be  deemed to have  been  entitled  only to a reduced
                     consideration (gross) of 70% of the consideration  actually
                     paid to the Service Provider (the "REDUCED CONSIDERATION"),
                     and in such event the Service Provider shall be deemed only
                     entitled to the Reduced  Consideration  retroactively  from
                     the Effective Date.

              9.4.2  The  Service  Provider  shall  immediately  refund  to  the
                     Company  any amount paid from the  Effective  Date that was
                     paid in excess of the Reduced Consideration,  linked to the
                     Israeli  consumer price index from the date of each payment
                     to the date of actual refund.

  10.     MISCELLANEOUS

          10.1 ASSIGNMENT. The Service Provider is prohibited from assigning any
               of his  obligations  or rights under this  Agreement to any third
               party without the express prior written consent of the Company.

          10.2 COMPLETE  AGREEMENT.   This  Agreement   constitutes  the  entire
               agreement  between  the  parties  with  respect  to  the  matters
               referred to herein,  and no other  arrangement,  understanding or
               agreement, verbal or otherwise, shall be binding upon the parties
               hereto.   The  parties   hereto  agree  and  represent  that  the
               Employment Agreement is terminated as of the Effective Date.

          10.3 GOVERNING LAW, JURISDICTION.  This Agreement shall be governed by
               and construed  exclusively  according to the laws of the State of
               Israel,  and any dispute arising under or in connection  herewith
               shall be presented in and determined exclusively by the courts of
               the state of Israel.

          10.4 NO WAIVER. No failure or delay on the part of any party hereto in
               exercising any right, power or remedy thereunder shall operate as
               a waiver thereof, nor shall any single or partial exercise of any
               such  right,  power or  remedy  preclude  any  other  or  further
               exercise  thereof or the  exercise of any other  right,  power or
               remedy.  Any waiver  granted  thereunder  must be in writing  and
               shall be valid only in the specific instance in which given.

          10.5 SEVERABILITY.  If any  provision  of this  Agreement is held by a
               court  of  competent   jurisdiction  to  be  unenforceable  under
               applicable  law, then such provision  shall be excluded from this
               Agreement   and  the  remainder  of  this   Agreement   shall  be
               interpreted as if such provision were so


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 SERVICE AGREEMENT - AVI LANDMAN

               excluded and shall be enforceable  in accordance  with its terms;
               provided,  however,  that in such event this  Agreement  shall be
               interpreted  so  as  to  give  effect,  to  the  greatest  extent
               consistent  with and permitted by applicable  law, to the meaning
               and  intention of the excluded  provision as  determined  by such
               court of competent jurisdiction

          10.6 NOTICES.  All  notices  and  other  communications   required  or
               permitted hereunder to be given to a partyto this Agreement shall
               be in  writing  and  shall be faxed or mailed  by  registered  or
               certified mail, postage prepaid,  or otherwise  delivered by hand
               or by messenger,  addressed to such party's  address as set forth
               below or at such other address as the party shall have  furnished
               to each other party in writing in accordance with this provision:

               if to the Company:             Supercom Ltd.
                                              3 Tidhar St. Raanana, Israel.

               if to the Service Provider:     Avi Landman
                                               99 Hagdud Haivry St.,
                                               Kiriat Haim, Israel.

               Any notice sent in  accordance  with this  Section  10.6 shall be
               effective (i) if mailed by registered or certified mail, four (4)
               business  days after  mailing,  (ii) if sent by  messenger,  upon
               actual  receipt  or  refusal  thereof,  and  (iii)  if  sent  via
               facsimile,  upon  transmission  and  electronic  confirmation  of
               receipt or (if transmitted and received on a non-business day) on
               the first  business day  following  transmission  and  electronic
               confirmation of receipt  (provided,  however,  that any notice of
               change of address shall only be valid upon receipt).

  IN WITNESS WHEREOF,  this Agreement has been executed by the parties hereto as
  of the day and year first above written.

SuperCom Ltd.                                            AVI LANDMAN

    /s/ GOLD MOSHE                                       /s/ AVI LANDMAN
By: ____________________                                 _______________________

________________________
Name (Print)

         CFO
_______________________
Title

52852-2\0\15\0

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