Ex 4.4

Exhibit 4.4 - Basson Employment Agmt


                             PERSONAL WORK AGREEMENT

                 drawn up and signed in Tel Aviv on JULY 28 1997






                                    between:

                               Name: SUPERCOM LTD.
                           Private Company: 511307704
                     Address: 25 INDUSTRIAL AREA, KFAR SABA

                          (hereinafter: the "Company")

                                                               OF THE FIRST PART

                                      and:

                                Name: ELI BASSON
                                  ID: 5644214/8
                         Address: 22/23 AVRAHAM KEREN ST

                          (hereinafter: the "Employee")

                                                              OF THE SECOND PART


Whereas:    the Company is interested in employing the Employee in the position
            of vice president in the Company in accordance with the terms of
            this agreement as detailed below; and


whereas:    the Employee declares that he has the abilities, skills and
            experience required to carry out the position and has expressed his
            agreement to serve in the above position, all in accordance with the
            terms of this agreement as detailed below;


 THEREFORE IT IS STIPULATED, DECLARED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:


1.    The preamble to this agreement is an integral part thereof.

2.    PERIOD OF THE AGREEMENT

      The Company undertakes to employ the Employee in the position of vice
      president in the Company as of August 1 1997 (hereinafter: the "Agreement
      Period"), and the Employee undertakes to carry out this position during
      the Agreement Period.

3.    PARTICULAR AGREEMENT

      This agreement is personal and particular and regulates relations between
      the Company and the Employee, and exclusively determines the terms of
      employment of the Employee by the Company. Therefore the general and/or
      special collective agreements, with all their related appendices, and the
      other agreements made from time to time between the employers and the
      General Labor Federation and/or agreements between the Company and any of
      its employees do not apply to the Employee.


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Exhibit 4.4 - Basson Employment Agmt


4.    DUTIES AND AUTHORITY

      The Employee's authority and duties as a vice president in the Company
      shall be in accordance with the instructions and guidelines of the
      Company's CEO, as given from time to time.

5.    SCOPE OF THE POSITION

      5.1   The Employee undertakes to carry out his duties in any place in
            Israel or abroad as required by the position.


      5.2   The Employee undertakes to work the hours required by his position,
            including overtime, and to appear wherever required in order to
            carry out his duties.

6.    PERSONAL TRUST

      6.1   The Employee undertakes to carry out his duties with dedication and
            loyalty, to use all his abilities, knowledge and experience to the
            benefit of the Company.

      6.2   During the period of his employment by the Company, the Employee
            shall not be entitled to engage in any additional work, with or
            without pay, of any kind whatsoever without receiving advance
            written authorization by the CEO of the Company.

      6.3   The Employee undertakes to inform the Company, immediately and
            without delay, of any matter or issue regarding which he has a
            personal interest and/or which are liable to create a conflict of
            interests with his position in the Company.

      6.4   The Employee's position is one of the positions requiring a special
            degree of personal trust, as defined in the Work and Rest Hours Law
            1951, and therefore the instructions of this Law shall not apply to
            him.

7.    SALARY

      7.1   For his work in the Company, the Company shall pay the Employee a
            gross salary of NIS 20,000 per month.

      7.2   The salary as stated in subsection 7.1 is gross and includes all the
            additions paid from time to time to all salaries in the economy, as
            well as any country-wide and/or plant bonus. The salary also
            includes payment for overtime work and work on rest days or
            holidays, and the Employee shall not be entitled to receive any
            additional payment of any kind whatsoever beyond the salary and/or
            benefits, unless explicitly stated in this agreement.

      7.3   The salary shall be linked to the cost of living increments
            customary in the economy.


      7.4   The salary shall be paid for five working days a week.


      7.5   The Employee shall be entitled to a 13th salary at the rate of one
            monthly salary, to be paid for the month of December in each working
            year. In the first working year, the proportionate amount shall be
            paid.


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Exhibit 4.4 - Basson Employment Agmt


8.    ANNUAL VACATION, CONVALESCENCE AND SICK LEAVE (24 DAYS)

      8.1   The Employee shall be entitled to paid annual leave, convalescence
            pay and sick leave, according to the provisions of the law.

      8.2   The Employee shall inform the Company 30 days in advance of his
            intention to take annual leave. Should the Employee wish to utilize
            his annual leave in a number of short periods, he shall give notice
            of his intention at least four days before taking each such period
            of leave.

            In any event, the Employee shall not take leave without receiving
            advance authorization from the qualified authorities in the Company.

9.    SENIOR EMPLOYEES INSURANCE

      9.1   During the period that this agreement is in force, the Company shall
            make provisions to an insurance company for Senior Employees
            Insurance in the amount of 13.3% of the salary (comprising 5%
            pension, 8? % severance pay). In addition, the Company shall deduct
            and make provisions to the insurance company from the Employee's
            salary in the amount of 5% and the Employee agrees that the Company
            shall deduct this 5%.

      9.2   Said payments in subsection 9.1 above shall be instead of severance
            compensation under the Severance Pay Law 1963. This section is in
            accordance with Article 14 of the Severance Pay Law.

      9.3   The Company shall be the owner of the policy, and the beneficiary
            shall be the Employee.


      9.4   THE EMPLOYEE SHALL ENTITLED TO 2.5% AT THE END OF EACH MONTH.


10.   PERSONAL VEHICLE

      10.1  The Company shall provide the Employee with a suitable car for the
            purpose of carrying out his duties, at the Company's discretion. The
            Company shall bear all the expenses involved in use and maintenance
            of the car. THE CAR SHALL HAVE A CAPACITY OF 1600 CC.

      10.2  The Employee shall be responsible for all traffic fines incurred by
            him and shall not be entitled to reimbursement.


      10.3  The value of use of the car shall be credited to the Employee's
            salary as required by law.


11.   TERMINATION OF THE AGREEMENT

      11.1  Notwithstanding that stated above, each of the parties may terminate
            this agreement by notifying the other party in writing at least
            THREE months in advance.

      11.2  In addition to that stated in subsection 10.1 above, the Company
            shall be entitled to terminate this agreement with two weeks advance
            notice in the following cases:

            11.2.1  If the Employee has breached this agreement and not
                    corrected the breach immediately.

            11.2.2  If the Employee has been charged or investigated in respect
                    of a dishonorable crime.


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Exhibit 4.4 - Basson Employment Agmt


12.   HANDING OVER THE POSITION

      The Employee undertakes that at the end and/or on termination of his
      employment by the Company, he shall return to the Company the car he has
      received, and shall hand over the position in an orderly manner, and shall
      give the Company all documents, information and other material that he has
      obtained or prepared in connection with his work before the end and/or
      termination of his employment by the Company.

13.   CONFIDENTIALITY

      13.1  Throughout the period of his employment and thereafter, the Employee
            undertakes not to reveal and/or transfer to any other person and/or
            entity outside the Company any information about the Company or
            information that he has obtained in the framework of his work for
            the Company and/or in connection with the Company which is not in
            the public domain. The Employee undertakes to maintain
            confidentiality in everything regarding the Company's business and
            affairs and not harm in any way whatsoever the reputation of the
            Company and/or its client base.

      13.2  Any invention or idea discovered by the Employee during the period
            of his employment by the Company and relating to the Company's
            sphere of business shall be considered to be the property of the
            Company and shall belong to it, and the Company shall be entitled to
            act as it wishes and to register the invention or idea in its name.

      13.3  That stated above in this section is in addition to the Employee's
            undertakings in the separate Declaration of Confidentiality which
            the Employee undertakes to sign.

14.   NON-COMPETITION

      14.1  The Employee undertakes that at the end and/or on termination of his
            employment by the Company and for a period of two years thereafter
            he shall not engage and/or participate and shall not take up a
            position in any manner whatsoever, directly or indirectly, in any
            competing business as stated above.

            That stated above shall apply to the Employee alone, together with
            another or other people, or another company, or any other entity
            managing or which shall manage a business similar to that of the
            Company.

      14.2  Furthermore, the Employee undertakes that at the end and/or on
            termination of his employment by the Company and for a period of two
            years thereafter he shall not approach the Company's clients or
            receive from the Company's clients or any other person, company or
            entity any position, order, proposal, work and/or business in which
            the Company was already engaged at the time or intended to engage in
            the future.

15.   WAIVER OR PRECEDENT

      Should either party to this agreement waive any right due to him under
      this agreement, this shall not constitute a precedent with regard to
      another identical case and no analogy shall be derived therefrom with
      regard to another similar


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Exhibit 4.4 - Basson Employment Agmt


      case, and neither party shall be prevented from retracting and realizing
      any right waived as stated above.

16.   VALIDITY OF PREVIOUS AGREEMENTS

      This agreement replaces any previous written or verbal agreement between
      the Company and the Employee.

17.   CHANGE, CANCELLATION

      Any change and/or cancellation of any section of this agreement shall be
      made only in a written document which shall be signed by both parties.

18.   NOTIFICATION

      The address of the parties to this agreement are as stated in the
      preamble. Any notification sent by registered mail to the other party at
      the said address shall be considered to have been received by the
      addressee three days after its delivery at the Post Office, and if
      delivered by hand, at the time of delivery.


              IN WITNESS WHEREOF THE PARTIES AFFIX THEIR SIGNATURE:

                  (-)                                           (-)


              The Company                                  The Employee


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