Ex 4.2

                              EMPLOYMENT AGREEMENT

THIS  EMPLOYMENT  AGREEMENT (the  "AGREEMENT")  is entered into as of the May 5,
2002, by and between  Supercom Ltd. (the "COMPANY") and Mr. Avi Schechter,  I.D.
number 059682526 (the "Employee").

WHEREAS,  the Company  desires to employ the  Employee as CEO of the Company and
the Employee desires to enter into such employment,  on the terms and conditions
hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of the respective  agreement of the parties
contained herein, the parties agree as follows:

1.       TERM

         The term of employment under this Agreement shall commence on 17.3.2002
         (the "EFFECTIVE DATE").

2.       EMPLOYMENT

         (a)      The  Employee  shall be  employed as CEO of the  Company.  The
                  Employee    shall   perform   the   duties,    undertake   the
                  responsibilities   and  exercise  the  authority   customarily
                  performed,  undertaken and exercised by persons  situated in a
                  similar capacity.

         (b)      The  Employee  shall  be in  charge  of the  operation  of the
                  Company  and,  subject  to  the  decisions  of  the  board  of
                  directors  of  the  Company,  shall  have  full  autonomy  and
                  authority in all  developments  methods,  marketing and sales,
                  business  development,  strategic  partnerships  and  manpower
                  subjects and all other related issues (IR, PR etc.), Excluding
                  investment policy/actions in the Company of which the Employee
                  shall be  instructed  by and subject to the board of directors
                  of the Company.

         (c)      Excluding  periods  of  vacation  and sick  leave to which the
                  Employee is entitled hereunder,  the Employee agrees to devote
                  total  attention,  full time,  at his  working  hours,  to the
                  business  and affairs of the Company as required to  discharge
                  the responsibilities  assigned to the Employee hereunder.  The
                  Employee's  duties shall be in the nature of management duties
                  that demand a special level of loyalty and accordingly the Law
                  of  Work  Hours  and  Rest - 1951  shall  not  apply  to  this
                  Agreement.  During  the term of this  Agreement  the  Employee
                  shall not be engaged in any other employment nor engage in any
                  other  business  activities  for  any  other  person,  firm or
                  company without the prior written consent of the Company.

         (d)      The  Employee  warrants  that  in view  of his  position,  his
                  agreement  with the Company is a personal  agreement  and this
                  Agreement will  accordingly  not be governed by any collective
                  agreement and/or various  extension  orders,  unless expressly
                  provided otherwise herein.


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         (e)      The  Company  shall  purchase  and  maintain a  directors  and
                  officers  liability  insurance  in the  name  of the  Company,
                  covering all the  Employee's  duties under this  Agreement and
                  subject to any applicable law.

3.       BASE SALARV

         The Company  agrees to pay or cause to be paid to the  Employee  during
         the term of this Agreement a monthly gross base salary in the amount of
         53,000 (fifty-three  thousand) NIS (the "BASE SALARY"). The base salary
         shall be updated according with the  consumer-pricing  rate every three
         (3) months

4.       EMPLOYEE BENEFITS

         The Employee shall be entitled to the following benefits:

         (i)      MANAGER'S  INSURANCE.  At the end of  each  month  during  the
                  employment of the employee hereunder,  the Company will pay to
                  an insurance  company of the  Company's  choice as premium for
                  manager's insurance for the Employee, an amount equal to 13.3%
                  of the Base Salary together with up to 2.5% of the Base Salary
                  for disability,  and will deduct from each payment of the Base
                  Salary and pay to such insurance company an amount equal to 5%
                  of the Base  Salary,  which shall  constitute  the  Employee's
                  contribution to such premium.

                  The Company covenants and undertakes to transfer the ownership
                  in the above mentioned insurance policies to the Employee upon
                  termination of the Employee's  employment with the Company and
                  to take  all  such  actions  necessary  to  effect  the  same,
                  provided,  however,  that the Company  shall not be obliged to
                  the above mentioned  undertaking if the Employee's  employment
                  was  terminated  for Cause  pursuant to Articles 6(a) and 6(c)
                  hereunder,  or if the  employment  was  terminated  due to the
                  resignation of the employee.

         (ii)     KEREN  HISHTALMUT  FUND.  At the end of each month  during the
                  employment of the Employee hereunder,  the Company will pay an
                  amount equal to 7.5% (seven and one-half  percent) of the Base
                  Salary to a Keren  Hishtalmut  Fund designated by the Employee
                  (the "FUND") ("the Company's  Payment to the Fund"),  and will
                  deduct  from each  payment of the Base  Salary and pay to such
                  Fund an amount equal to 2.5% of the Base  Salary,  which shall
                  constitute the Employee's contribution to such Fund, provided.

         (iii)    SICK LEAVE.  The Employee shall be entitled to fully paid sick
                  leave pursuant to the Sick Pay-Law - 1976.

         (iv)     VACATION. The Employee shall be entitled to an annual vacation
                  of 24 working  days at full pay.  A  "working  day" shall mean
                  Sunday to Thursday inclusive. Vacation days may be accumulated
                  and may, at the  Employee's  option,  be  converted  into cash
                  payments in an amount


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                  equal to the  proportionate  part of the Base  Salary for such
                  days to the extent provided by law.

         (v)      DMEY  HAVRA'A The  Employee  shall be entitled to 12 days Dmey
                  Havra'a  per year,  as  provided  in a  Collective  Bargaining
                  Agreement  to which the General  Labor Union of the Workers in
                  Israel is a party,  regarding the payment of Dmey Havra'a that
                  is in force and effect

         (vi)     AUTOMOBILE.  During the term OF this  Agreement,  the  Company
                  shall,  on its own expense,  provide the  Employee  with a car
                  (the  "CAR"),  for  his  use.  Such  car  shall  be in a level
                  suitable  for  the  Employee's   position  as  CEO  (at  least
                  2,500cc).

                  The  Company  shall  be  liable  for any tax  duty  under  any
                  applicable  law,  that the  Employee  may be  required  TO PAY
                  derived form his the use of the Car.

                  For the avoidance of doubt,  it is hereby  emphasized that the
                  Company  shall not be obliged to pay any fines  related to the
                  use of the Employee's automobile.

         (vii)    MOBILE PHONE.  The Company shall provide the Employee with the
                  Company-owned  mobile phone,  including  reimbursement  of all
                  related maintenance,  repairs,  insurance and other costs. The
                  model of the Company-owned  mobile phone, shall not defer from
                  those customary for persons situated in a similar capacity.

                  The  Company  shall  pay  any tax  that  the  Employee  may be
                  required to pay for the use of the Company-owned mobile phone.

                  In addition the Company will provide the Employee with a phone
                  line at the residence of the Employee and will pay the cost of
                  its  use,  which  is  related  to his  work  in  the  Company,
                  including any tax that may be required.

         (viii)   BUSINESS  EXPENSES.  The Company shall  reimburse the Employee
                  for  reasonable  expenses that the  Executive  may  reasonably
                  incur  in  connection  with  the  performance  of  his  duties
                  hereunder.

                  The reimbursement of such expenses shall be made in accordance
                  with the Company's procedures for such matters.

5.       OPTIONS TO PURCHASE SECURITIES

         Further to any option the  Employee  may hold at the date  hereof,  the
         Employee shall be granted also with 70,000 (seventy  thousands) options
         ("OPTIONS")  according  with the Company's  employee stock option plan.
         All terms and  conditions  regarding  the  issuance and  exercise,  and
         exercise price including the vesting periods, of any such options shall
         be as provided for in the Company's' employee stock option plan.


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6.       TERMINATION

         (a)      RESIGNATION.  The Employee  shall not resign from his position
                  at the  Company  without  giving a prior  written  notice (the
                  "PRIOR NOTICE") to the Company at least 90 (ninety) days prior
                  to the date on which the Employee plans to leave the employ of
                  the Company.

         (b)      CAUSE. The Company may terminate the Employee's employment for
                  Cause.  Termination  for  "CAUSE"  shall be  limited  to:  (i)
                  Employee's  conviction  of any  crime  constituting  an act of
                  moral turpitude;  (ii) Employee's embezzlement of funds of the
                  Company;  (iii.)  Employee's  willful  disregard of lawful and
                  proper  instructions  of the Board with respect to  Employee's
                  duties to the Company following a notice stating the nature of
                  such  Board  instruction;  (iv)  any  willful  breach  by  the
                  Employee of his fiduciary  duties as an officer of the Company
                  pursuant  to  court  decision;  Provided,  however,  that  the
                  Company may not terminate the Employee's  employment for cause
                  unless it has given the  Employee  (i)  written  notice of the
                  basis for the  proposed  termination  and (ii) at least ninety
                  days (90) in which to cure such basis.

         (c)      WITHOUT  CAUSE.  The  Company  may  terminate  the  Employee's
                  employment without cause, provided,  however that the Employee
                  is given a 90 (ninety) days prior written notice. In case of a
                  change in the ownership structure of the Company,  the Company
                  may  terminate  the  Employee's   employment   without  cause,
                  PROVIDED,  HOWEVER  that  the  Employee  is  given a 180  (one
                  hundred and eighty) days prior written notice.

         For the removal of any doubt,  during  such prior  notice  period,  the
         Employee  shall be entitled for all the benefits  under this  Agreement
         whether he shall act as the  Company's  CEO or not,  and all subject to
         this Agreement.

7.       CONFIDENTIALITY; PROPRIETARY RIGHTS

         (a)      CONFIDENTIALITY. Employee 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 Employee  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  ("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 material  supplied by
                  the Company and whether or not made or


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                  acquired  with the  assistance  of  material  supplied  by the
                  Company  and  whether  or not the  EMPLOYEE  SHALL  have  been
                  requested  by the  Company to make or acquire  such  Creations
                  shall belong to the Company.

                  Upon  request,   the  Employee  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 Creation
                  and for the purposes of vesting  title thereto in the Company,
                  all without  any  additional  compensation  of any kind to the
                  Employee.

         (b)      NON-DISCLOSURE.  Employee  agrees that,  except as directed by
                  the Company,  he will not,  during the term of this  Agreement
                  and for an unlimited period of time thereafter disclose to any
                  person or use,  directly  or  indirectly  for  Employee's  own
                  benefit or the benefit of others, any Proprietary Information,
                  or  permit  any  person  to  examine  or  make  copies  of any
                  documents  which may  contain or be derived  from  Proprietary
                  Information.

8.       COMPETITIVE ACTIVITY

         The Employee  undertakes not, directly or indirectly (whether as owner,
         partner, consultant, employee or otherwise) at any time, during and for
         two years  following  the  Commencement  Date, 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.  As defined in this Article 8, the term
         "Commencement   Date"  shall  mean  the  date  in  which  the  Employee
         terminated  his employment  with the Company,  or the date in which the
         Employee ceases to be, directly or indirectly  (including holdings by a
         Family  Member),  an Interested  Party at the Company,  whichever comes
         later. For the purpose of this Article 8 the terms  "Interested  Party"
         and  "Family  Member"  shall have the same  meanings  as such terms are
         defined in Section 1 of the Israeli Securities Law, 1968.

9.       NOTICE

         For the purpose of this Agreement, notices and all other communications
         provided for in the  Agreement  shall be in writing and shall be deemed
         to have been duly given when personally delivered or sent by registered
         mail, postage prepaid,  addressed to the respective addresses set forth
         below  or last  given by each  party  to the  other.  All  notices  and
         communications  shall be deemed to have  been  received  on the date of
         delivery  thereof,  except  that  notice of change of address  shall be
         effective only upon receipt.

         The initial  addresses  of the parties for  purposes of this  Agreement
         shall be as follows:


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         The Company: 3 Tidhar st, Raanana

         The Employee: Hagaon Eliyho 16 Ramat-Gan

10.      MISCELLANEOUS

         No provision of this  Agreement  may be modified,  waived or discharged
         unless such waiver,  modification  or discharge is agreed to in writing
         and signed by the Employee  and the Company.  No waiver by either party
         hereto  at any time of any  breach  by the other  party  hereto  of, or
         compliance  with,  any condition or provisions of this  Agreement to be
         performed  by such other  party  shall be deemed a waiver of similar or
         dissimilar  provisions  or  conditions  at the same or at any  prior or
         subsequent  time. No agreement or  representations,  oral or otherwise,
         express or implied, with respect to the subject matter hereof have been
         made either party which are not expressly set forth in this Agreement.

11.      GOVERNING LAW

         This  Agreement  shall be governed  by and  construed  and  enforced in
         accordance with the laws of the State of Israel.

12.      ENTIRE AGREEMENT

         This Agreement  constitutes  the entire  agreement  between the parties
         hereto  and  supersedes  all  prior  agreements,   understandings,  and
         arrangements,  oral or written, between the parties hereto with respect
         to the subject matter hereof.

13.      HEADINGS

         The headings of paragraphs are inserted for  convenience  and shall not
         affect any interpretation of this Agreement.

 IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
 duly authorized officer and the Executive has executed this Agreement as of the
 day and year first above written.

 THE COMPANY

 By:_______________________                            _________________________
 NAME: ELI ROZEN                                       The Employee
 Title: Chairman of the Board