Exhibit
            11.1
 
 **SUPERCOM
            LTD.**
  **corporate
            CODE OF CONDUCT and ethics**
  
  This
            Corporate Code of Conduct and Ethics, referred to as the “Code,” is intended to
            provide our associates, as defined below, with a clear understanding
            of the
            principles of business conduct and ethics that are expected of them and
            to
            ensure:
 ·
                  the
                      ethical handling of conflicts of interest between personal
                      and
                      professional relationships;
 ·
                  full,
                      fair, accurate, timely and understandable disclosure in the
                      reports
                      required to be filed by the company with the Securities and
                      Exchange
                      Commission and in other public communications made by the company;
                      and
 ·
                  compliance
                      with applicable governmental laws, rules and
                      regulations.
 The
            standards set forth in the Code apply to us all. Every associate of the
            company
            has to comply with the Code as a condition of his or her relationship
            with the
            company. The term “associate” means every full and part-time employee of the
            company and its subsidiaries, all members of the company’s senior management,
            including the company’s Chief Executive Officer and Chief Financial Officer, and
            every member of the company’s Board of Directors, even if such member is not
            employed by the company.
  It
            is our
            responsibility to conduct ourselves in an ethical business manner and
            also to
            ensure that others do the same. If any one of us violates these standards,
            he or
            she can expect a disciplinary response, up to and including termination
            of any
            employment or other relationship with the company, and possibly other
            legal
            action. If any breach of the Code is known to you, you are encouraged
            to report
            it to the Corporate Compliance Officer. By doing so, we ensure that the
            good
            faith efforts of all of us to comply with the Code are not
            undermined.
  The
            Chief
            Financial Officer is designated by the Board and can be nominated and
            changed
            with a Board resolution. The Board has designated the Chief Financial
            Officer
            the Corporate Compliance Officer.
  The
            standards set forth in this Code are guidelines that should govern our
            conduct
            at all times. If you are confronted with situations not covered by this
            Code, or
            have questions regarding the matters that are addressed in the Code,
            you are
            urged to consult with the Corporate Compliance Officer.
  The
            provisions of the Code regarding the actions the company will take are
            guidelines which the company intends to follow. There may be circumstances,
            however, that in the company’s judgment require different measures or actions
            and in such cases it may act accordingly while still attempting to fulfill
            the
            principles underlying this Code
  **I**  **CONFLICTS
            OF INTEREST**
 Associates
            should avoid any situation that may involve, or even appear to involve,
            a
            conflict between their personal interests and the interests of the company.
            In
            dealings with current or potential customers, suppliers, contractors,
            and
            competitors, each associate should act in the best interests of the company
            to
            the exclusion of personal advantage. Associates and their immediate family
            members are prohibited from any of the following activities which could
            represent an actual or perceived conflict of interest:
 ·
                  Having
                      a significant financial interest in, or obligation to any outside
                      enterprise which does or seeks to do business with the company
                      or which is
                      an actual or potential competitor of the
                      company.
 ·
                  Serving
                      as a director, officer or in any other management or consulting
                      capacity
                      for any actual or potential competitor of the company or engaging
                      in
                      activities that are directly competitive with those in which
                      the company
                      is engaged.
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  ·
                  Conducting
                      a significant amount of business on the company’s behalf with an outside
                      enterprise which does or seeks to do business with the company
                      if an
                      immediate family member of the associate is a principal, officer
                      or
                      employee of such enterprise.
 ·
                  Using
                      any company property or information or his or her position
                      at the company
                      for his or her personal gain or diverting a business opportunity
                      from the
                      company for personal benefit.
 ·
                  Receiving
                      any loan or advance from the company, or be the beneficiary
                      of a guarantee
                      by the company of a loan or advance from a third party, except
                      for
                      customary advances or corporate credit in the ordinary course
                      of business
                      or approved by the Audit Committee and the Corporate Compliance
                      Officer.
 ·
                  In
                      addition, the Audit Committee of the Board will review and
                      approve all
                      related-party transactions, as required by the Securities and
                      Exchange
                      Commission, any exchange or market upon which the Company’s securities are
                      listed or quoted, or any other regulatory body to which the
                      company is
                      subject.
  
 **II**  **FULL
            AND FAIR DISCLOSURE**
 
 Because
            the integrity of the company’s external reports to shareholders and authorities
            such as the Securities and Exchange Commission depends on the integrity
            of the
            company’s internal reports and record-keeping, all associates must adhere to
            the
            highest standards of care with respect to our internal records and reporting.
            The company is committed to full, fair, accurate, timely, and understandable
            disclosure in the periodic reports required to be filed by it with authorities
            such as the Securities and Exchange Commission, and it expects each associate
            to
            work diligently towards that goal.
  **A**  **Accurate
            Records and Reporting**
  Under
            law, the company is required to keep books, records and accounts that
            accurately
            and fairly reflect all transactions, dispositions of assets and other
            events
            that are the subject of specific regulatory record keeping requirements,
            including generally accepted accounting principles and other applicable
            rules,
            regulations and criteria for preparing financial statements and for preparing
            periodic reports filed with authorities such as the Securities and Exchange
            Commission. All company reports, accounting records, sales reports, expense
            accounts, invoices, purchase orders, and other documents must accurately
            and
            clearly represent the relevant facts and the true nature of transactions.
            Reports and other documents should state all material facts of a transaction
            and
            not omit any information that would be relevant in interpreting such
            report or
            document. Under no circumstance may there be any unrecorded liability
            or fund of
            the company, regardless of the purposes for which the liability or fund
            may have
            been intended, or any improper or inaccurate entry knowingly made on
            the books
            or records of the company. No payment on behalf of the company may be
            approved
            or made with the intention, understanding or awareness that any part
            of the
            payment is to be used for any purpose other than that described by the
            documentation supporting the payment. In addition, intentional accounting
            misclassifications (e.g., expense versus capital) and improper acceleration
            or
            deferral of expenses or revenues are unacceptable reporting practices
            that are
            expressly prohibited.
 
 The
            company has developed and maintains a system of internal controls to
            provide
            reasonable assurance that transactions are executed in accordance with
            management’s authorization, are properly recorded and posted, and are in
            compliance with regulatory requirements. The system of internal controls
            within
            the company includes written policies and procedures, budgetary controls,
            supervisory review and monitoring, and various other checks and balances,
            and
            safeguards such as password protection to access certain computer systems.
            The
            company has also developed and maintains a set of disclosure controls
            and
            procedures to ensure that all of the information required to be disclosed
            by the
            company in the reports that it files or submits under the Securities
            Exchange
            Act is recorded, processed, summarized and reported within the time periods
            specified by the Securities and Exchange Commission’s rules and forms.
            Associates are expected to be familiar with, and to adhere strictly to,
            these
            internal controls and disclosure controls and procedures.
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 **B**  **Document
            Retention**
  Applicable
            laws and regulations require the proper retention of many categories
            of records
            and documents that are commonly maintained by companies. In consideration
            of
            those legal requirements and the company’s business needs, all associates must
            maintain records in accordance with the legal requirements.
 In
            addition, any record, in paper or electronic format, relevant to a threatened,
            anticipated or actual internal or external inquiry, investigation, matter
            or
            lawsuit may not be discarded, concealed, falsified, altered, or otherwise
            made
            unavailable, once an associate has become aware of the existence of such
            threatened, anticipated or actual internal or external inquiry, investigation,
            matter or lawsuit. Associates must handle such records in accordance
            with the
            legal requirements.
 When
            in
            doubt regarding retention of any record, an associate must not discard
            or alter
            the record in question and should seek guidance from the Corporate Compliance
            Officer.
 
 **III**
                  **FAIR
                      DEALING WITH CUSTOMERS, SUPPLIERS, COMPETITORS, AND
                      ASSOCIATES**
 
 The
            company does not seek to gain any advantage through the improper use
            of favors
            or other inducements. Good judgment and moderation must be exercised
            to avoid
            misinterpretation and adverse effect on the reputation of the company
            or its
            associates. Offering, giving, soliciting or receiving any form of bribe
            to or
            from an employee of a customer or supplier to influence that employee’s conduct
            is strictly prohibited.
  **A.**  **Giving
            Gifts**
  Cash
            or
            cash-equivalent gifts must not be given by an associate to any person
            or
            enterprise. Gifts, favors and entertainment may be given to non-governmental
            employees if what is given:
 ·  is
            consistent with customary business practice;
 ·  is
            not
            excessive in value and cannot be construed as a bribe or pay-off;
 ·  is
            not in
            violation of applicable law or ethical standards; and
 ·  will
            not
            embarrass the company or the associate if publicly disclosed.
 
 See
            also
            subsection E below for considerations relating to gifts to foreign officials
            and
            Section IV. B below for considerations relating to gifts to government
            employees.
 
 **B.**  **Receiving
            Gifts**
  Gifts,
            favors, entertainment or other inducements may not be accepted by associates
            or
            members of their immediate families from any person or organization that
            does or
            seeks to do business with, or is a competitor of, the company, except
            as common
            courtesies usually associated with customary business practices. If the
            gift is
            of more than token value, the Corporate Compliance Officer must approve
            its
            acceptance. An especially strict standard applies when suppliers are
            involved.
            If a gift unduly influences or makes an associate feel obligated to “pay back”
            the other party with business, receipt of the gift is unacceptable. It
            is never
            acceptable to accept a gift in cash or cash equivalent.
  **C.**  **Unfair
            Competition**
  Applicable
            laws and regulations dictate what can and what cannot be done in a competitive
            environment. The following practices can lead to liability for “unfair
            competition” and should be avoided. They are violations of the
            Code.
 
 115
 
 Disparagement
            of Competitors. It is not illegal to point out weaknesses in a competitor’s
            service, product or operation; however, associates may not spread false
            rumors
            about competitors or make misrepresentations about their businesses.
            For
            example, an associate may not pass on anecdotal or unverified stories
            about a
            competitor’s products or services as the absolute truth (e.g., the statement
            that “our competitors’ diagnostic testing procedures have poor quality
            control”).
 
 Disrupting
            a Competitor’s Business. This includes bribing a competitor’s employees, posing
            as prospective customers or using deceptive practices such as enticing
            away
            employees in order to obtain secrets or destroy a competitor’s organization. For
            example, it is not a valid form of “market research” to visit a competitor’s
            place of business posing as a customer.
 
 Misrepresentations
            of Price and Product. Lies or misrepresentations about the nature, quality
            or
            character of the company’s services and products are both illegal and contrary
            to company policy. An associate may only describe our services and products
            based on their documented specifications, not based on anecdote or his
            or her
            belief that our specifications are too conservative.
 
 **D.**  **Antitrust
            Concerns**
  The
            company is subject to antitrust laws and regulations in the jurisdictions
            where
            it does business that are intended to ensure that competition is the
            primary
            regulator of business activity. These laws and regulations prohibit many
            kinds
            of formal or informal understandings, agreements, and plans which involve
            prices, territories, market share or customers to be served. As a result,
            every
            corporate decision that involves customers, competitors, and business
            planning
            with respect to output, sales and pricing raises antitrust issues. Compliance
            with applicable antitrust laws is in the public interest, in the interest
            of the
            business community at large, and in our company’s interest.
 
 Failing
            to recognize antitrust risk is costly. Antitrust litigation can be very
            expensive and time-consuming. Moreover, violations of the antitrust laws
            can,
            among other things, subject you and the company to the imposition of
            injunctions, treble damages, and heavy fines. Criminal penalties may
            also be
            imposed, and individual employees can receive heavy fines or even be
            imprisoned.
            For this reason, antitrust compliance should be taken seriously at all
            levels
            within the company.
 
 **E.**  **Unfair
            Practices in International Business**
  Applicable
            laws and regulations prohibit associates from making certain gifts to
            foreign
            officials. “Foreign officials” may include not only persons acting in an
            official capacity on behalf of a foreign government, agency, department
            or
            instrumentality, but also representatives of international organizations,
            foreign political parties and candidates for foreign public office. A
            gift may
            be prohibited if it is made for the purpose of:
 
 ·  Influencing
            any act or decision of a foreign official in his official capacity;
 
 ·  Inducing
            a foreign official to do or omit to do any act in violation of his lawful
            duty;
 
 ·   Inducing
            a foreign official to use his position to affect any decision of the
            government;
            or
 
 ·  Inducing
            a foreign official to secure any improper advantage.
 
 A
            gift is
            still prohibited even when paid through an intermediary. Any associate
            who has
            any questions as to whether a particular gift might be prohibited, please
            contact the Corporate Compliance Officer.
 
 
 116
  **IV.**  **GOVERNMENT
            RELATIONS**
  Associates
            must adhere to the highest standards of ethical conduct in all relationships
            with government employees and must not improperly attempt to influence
            the
            actions of any public official.
 A.  **Government
            Procurement**
 
 Many
            national and local governments have adopted comprehensive laws and regulations
            governing their purchases of products from private contractors. These
            laws and
            regulations are intended to assure that governmental entities receive
            pricing,
            terms, and conditions equivalent to those granted to the company’s most favored
            commercial customers and that there is full and open competition in contracting.
            When selling products or services to government procurement agencies,
            the
            company is accountable for complying with all applicable procurement
            laws,
            regulations, and requirements. Certifications to, and contracts with,
            government
            agencies are to be signed by a company associate authorized by the Managing
            Board to sign such documents, based upon knowledge that all requirements
            have
            been fully satisfied.
  B **.**  **Payments
            to Officials**
 
 Payments
            or gifts shall not be made directly or indirectly to any government official
            or
            associate if the gift or payment is illegal under the laws of the country
            having
            jurisdiction over the transaction, or if it is for the purpose of influencing
            or
            inducing the recipient to do, or omit to do, any act in violation of
            his or her
            lawful duty. Under no circumstances should gifts be given to employees
            of the
            United States Government.
  **C.**
                  **Political
                      Contributions**
  
 Company
            funds, property or services may not be contributed to any political party
            or
            committee, or to any candidate for or holder of any office of any government.
            This policy does not preclude, where lawful, company expenditures to
            support or
            oppose public referendum or separate ballot issues, or, where lawful
            and when
            reviewed and approved in advance by the Corporate Compliance Officer,
            the
            formation and operation of a political action committee.
 
 **V.** **COMPLIANCE
            WITH LAWS, RULES AND REGULATIONS**
  **A.**
                  **Insider
                      Trading Policy**
  The
            company expressly forbids any associate from trading on material non-public
            information or communicating material non-public information to others
            in
            violation of the law. This conduct is frequently referred to as “insider
            trading.” This policy applies to every associate of the company and extends to
            activities both within and outside their duties to the company, including
            trading for a personal account. An associate may also become a temporary
            insider
            of another company with which our company has a contractual relationship,
            to
            which it has made a loan, to which it provides advice or for which it
            performs
            other services.
 
 Trading
            on inside information is not a basis for liability unless the information
            is
            material. This is information that a reasonable investor would consider
            important in making his or her investment decisions, or information that
            is
            likely to have a significant effect on the price of a company’s
            securities.
 
 Information
            is non-public until it has been effectively communicated to the marketplace.
            Tangible evidence of such dissemination is the best indication that the
            information is public. For example, information found in a report filed
            with the
            Securities and Exchange Commission or appearing in a national newspaper
            would be
            considered public. Each associate should be familiar with and abide by
            the
            company’s Insider Trading Policy. A copy of this policy is available from the
            Human Resources Department or on the Company’s intranet site.
 
 117
  **B.**
                  **Equal
                      Employment Opportunity**
  The
            company makes employment-related decisions without regard to a person’s race,
            color, religious creed, age, sex, sexual orientation, marital status,
            national
            origin, ancestry, present or past history of mental disorder, mental
            retardation, learning disability or physical disability, including, but
            not
            limited to, blindness and genetic predisposition, or any other factor
            unrelated
            to a person’s ability to perform the person’s job. “Employment decisions”
            generally mean decisions relating to hiring, recruiting, training, promotions
            and compensation, but the term may encompass other employment actions
            as well.
            The company encourages its associates to bring any problem, complaint
            or concern
            regarding any alleged employment discrimination to the attention of the
            Human
            Resources Department. Associates who have concerns regarding conduct
            they
            believe is discriminatory should also feel free to make any such reports
            to the
            Corporate Compliance Officer.
 
 **C.**
                  **Sexual
                      Harassment Policy**
  The
            company is committed to maintaining a collegial work environment in which
            all
            individuals are treated with respect and dignity and which is free of
            sexual
            harassment. In keeping with this commitment, the company will not tolerate
            sexual harassment of associates by anyone, including any supervisor,
            co-worker,
            vendor, client or customer, whether in the workplace, at assignments
            outside the
            workplace, at company-sponsored social functions or elsewhere. Each associate
            should contact the Human Resources Department if he requires further
            information.
 
 **D.**
                  **Health,
                      Safety & Environment
                      Laws**
  Health,
            safety, and environmental responsibilities are fundamental to the company’s
            values. Associates are responsible for ensuring that the company complies
            with
            all provisions of the health, safety, and environmental laws of the United
            States and of other countries where the company does business. The penalties
            that can be imposed against the company and its associates for failure
            to comply
            with health, safety, and environmental laws can be substantial, and include
            imprisonment and fines.
 
 **VI.** **REPORTING
            VIOLATIONS UNDER THE CODE: NON-RETALIATION POLICY**
  Any
            associate of the company having any information or knowledge regarding
            the
            existence of any violation or suspected violation of the Code may report
            the
            violation or suspected violation to the Corporate Compliance Officer.
            The
            Company will endeavor to keep reports confidential to the fullest extent
            practicable under the circumstances.
  Any
            associate who reports a suspected violation under the Code by the company,
            or
            its agents acting on behalf of the company, to the Corporate Compliance
            Officer,
            may not be fired, demoted, reprimanded or otherwise harmed for, or because
            of,
            the reporting of the suspected violation, regardless of whether the suspected
            violation involves the associate, the associate’s supervisor or senior
            management of the company.
 In
            addition, any associate who reports a suspected violation under the Code
            which
            the associate reasonably believes constitutes a violation of a federal
            statute
            by the company, or its agents acting on behalf of the company, to a federal
            regulatory or law enforcement agency, may not be reprimanded, discharged,
            demoted, suspended, threatened, harassed or in any manner discriminated
            against
            in the terms and conditions of the associate’s employment for, or because of,
            the reporting of the suspected violation, regardless of whether the suspected
            violation involves the associate, the associate’s supervisor or senior
            management of the company.
 
 **VII.** **QUESTIONS
            UNDER THE CODE AND WAIVER PROCEDURES**
  Associates
            are encouraged to consult with the Corporate Compliance Officer about
            any
            uncertainty or questions they may have under the Code. If any situation
            should
            arise where a course of action would likely result in a violation of
            the Code
            but for which the associate thinks that a valid reason for the course
            of action
            exists, the associate should contact the Corporate Compliance Officer
            to obtain
            a waiver **prior
            to the time the action is taken. No waivers will be granted after the
            fact for
            actions already taken.** Except
            as noted below, the Corporate Compliance Officer will review all the
            facts
            surrounding the proposed course of action and will determine whether
            a waiver
            from any policy in the Code should be granted.
 
 118
 
 *Waiver
            Procedures for Executive Officers and Directors* .
            Waiver
            requests by an executive officer or member of the Board shall be referred
            by the
            Corporate Compliance Officer, with his or her recommendation, to the
            Board or a
            committee thereof for consideration. If either (i) a majority of the
            independent
            directors on the Board, or (ii) a committee comprised solely of independent
            directors agrees that the waiver should be granted, it will be granted.
            The
            company will disclose the nature and reasons for the waiver on its next
            Form
            20-F to be filed with the Securities and Exchange Commission or otherwise
            as
            required by the Securities and Exchange Commission. If the Board denies
            the
            request for a waiver, the waiver will not be granted and the associate
            may not
            pursue the intended course of action.
 
 **It
            is the company’s policy only to grant waivers from the Code in limited and
            compelling circumstances.**
 
  119