<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>ex99_1.txt
<TEXT>
                                                                    Exhibit 99.1


                                  SUPERCOM LTD.




                                    THE 1998
                              AMENDED AND RESTATED
                                SHARE OPTION PLAN



<PAGE>



                                  SUPERCOM LTD.


                          THE AMENDED AND RESTATED 1998
                                SHARE OPTION PLAN

1.    NAME

      This Plan, as amended from time to time, shall be known as the Supercom
      Ltd. Amended and restated 1998 Share Option Plan ("THE OPTION PLAN").

2.    PURPOSE OF THE OPTION PLAN

      The Option Plan is intended to provide an incentive to retain, in the
      employ of Supercom Ltd. ("THE COMPANY") and its Subsidiaries, persons of
      training, experience, and ability, to attract new employees, directors,
      consultants service providers and advisors, whose services are considered
      valuable, to encourage the sense of proprietorship of such persons, and to
      stimulate the active interest of such persons in the development and
      financial success of the Company by providing them with opportunities to
      purchase Shares (as defined below) in the Company, pursuant to the Option
      Plan approved by the board of directors of the Company ("THE BOARD").
      Options granted under the Option Plan may or may not contain such terms as
      will qualify such Options for the special tax treatment under section 102
      of the Israeli Tax Ordinance ("SECTION 102"). Options containing such
      terms as will qualify them for the special tax treatment under section 102
      of the Israeli Tax Ordinance, shall be referred to herein as "102
      OPTIONS". Options that do not contain such terms as will qualify them for
      the special tax treatment under section 102 of the Israeli Tax Ordinance,
      shall be referred to herein as "3(I) OPTIONS". All Options granted
      hereunder, whether together or separately, shall be referred to as
      "OPTIONS".

      The term "Subsidiary" shall mean for the purposes of the Option Plan: any
      corporation company (other than the Company) in an unbroken chain of
      corporations beginning with the Company if, at the time of granting an
      option, each of the corporations other than the last corporation in the
      unbroken chain owns stocks possessing fifty percent (50%) or more of the
      total combined voting power of all classes of stocks in one of the other
      corporations in such chains.

3.    ADMINISTRATION OF THE OPTION PLAN

      The Board shall have the power to administer the Option Plan either
      directly or upon the recommendations of a share optioned advisory
      committee appointed and maintained by the board for such purpose (the
      "COMMITTEE") shall have the power to administer the Option Plan.
      Notwithstanding the above, the Board shall automatically have a residual
      authority if no Committee shall be constituted or if such Committee shall
      cease to operate for any reason whatsoever.




                                       2
<PAGE>


      The Committee shall consist of such number of members (not less than two
      (2) in number) as may be fixed by the Board. The Committee shall select
      one of its members as its chairman (the "CHAIRMAN") and shall hold its
      meetings at such times and places as the Chairman shall determine. The
      Committee shall keep records of its meetings and shall make such rules and
      regulations for the conduct of its business as it shall deem advisable.

      Any member of such Committee shall be eligible to receive Options under
      the Option Plan while serving on the Committee, unless otherwise specified
      herein.

      The Committee shall have full power and authority (i) to designate
      participants (the "OPTIONEES"); (ii) to determine the terms and provisions
      of any respective Option Agreements (which need not be identical)
      including, but not limited to, the number of shares (as defined below) to
      be covered by each Option, provisions concerning the time or times when
      and the extent to which the Options may be exercised and the nature and
      duration of restrictions as to transferability or restrictions
      constituting a substantial risk of forfeiture; (iii) to accelerate the
      right of an Optionee to exercise, in whole or in part, any previously
      granted Option; (iv) to alter any restrictions and conditions of any
      Options or the Shares subject to any Options (v) to interpret the
      provisions and supervise the administration of the Option Plan; (vi) to
      designate Options as, 102 Options or 3(I) Options as the Committee deems
      appropriate, provide that 102 Options may only be granted to employees;
      and (vii) to determine any other matter which is necessary or desirable
      for, or incidental to administration of the Option Plan.

      The Committee shall not be entitled to grant Options to the Optionees
      however, it will be authorized to issue shares underlying Options which
      have been granted by the Board and duly exercised pursuant to the
      provisions hereof all in accordance with section 112(a)(5) of the Israeli
      Companies Law.

      Subject to the approval of the holder of an outstanding Option, the Board
      shall have the authority to grant, in its discretion, to the holder of
      such outstanding Option, in exchange for the surrender and cancellation of
      such Option, a new Option having a purchase price equal to, lower than or
      higher than the Option Price provided in the Option so surrendered and
      canceled, and containing such other terms and conditions as the Board may
      prescribe in accordance with the provisions of the Option Plan.

      All decisions and selections made by the Committee pursuant to the
      provisions of the Option Plan shall be made by a majority of its members.
      Any decision reduced to writing and signed by all of the members of the
      Committee who are authorized to make such decision shall be fully
      effective as if it had been made at a meeting duly held.

      The interpretation and construction by the Committee of any provision of
      the Option Plan or of any Option there under shall be final and
      conclusive.



                                       3
<PAGE>

      No member of the Board of Directors or of the Committee shall be liable
      for any action or determination made in good faith with respect to the
      Plan or any Options granted there under. Subject to the provisions of
      applicable law, each member of the Board or the Committee shall be
      indemnified and held harmless by the Company against any cost or expense
      (including counsel fees) reasonably incurred by him, or any liability
      (including any sum paid in settlement of a claim with the approval of the
      Company) arising out of any act or omission to act in connection with the
      Option Plan unless arising out of such member's own fraud or bad faith, to
      the extent permitted by applicable law. Such indemnification shall be in
      addition to any rights of indemnification the member may have as a
      director or otherwise under the Company's Certificate of Incorporation,
      any agreement, any vote of shareholders or disinterested directors,
      insurance policy or otherwise.

4.    DESIGNATION OF PARTICIPANTS

4.1   The persons eligible for participation in the Option Plan as recipients of
      Options shall include any employees, directors, consultants, service
      providers and advisors of the Company or of any Subsidiary. Options
      pursuant to Section 102 may be granted to employees only. The grant of an
      Option hereunder shall neither entitle the Optionee to participate nor
      disqualify him from participating in, any other grant of Options pursuant
      to the Option Plan or any other option or stock plan of the Company or any
      of its affiliates.

4.2   Anything in the Option Plan to the contrary notwithstanding, all grants of
      Options to directors and office holders ("Nosei Misra" - as such term is
      defined in the Israeli Companies Law, 1999- the "Companies Law ") shall be
      authorized and implemented in accordance with the provisions of the
      Companies Law or any successor Act or Regulation, as in effect from time
      to time.


5.    TRUSTEE

5.1   GRANTS MADE UNDER SECTION 102. Options which shall be granted pursuant to
      Section 102 and/or any Shares issued upon exercise of such Options and/or
      other shares received subsequently following any realization of rights,
      shall be issued to a Trustee nominated by the Committee, and approved in
      accordance with the provisions of Section 102 (the "TRUSTEE") and held for
      the benefit of the Optionees. 102 Options and any Shares received
      subsequently following exercise of 102 Options, shall be held by the
      Trustee for a period of not less than two years (24 months) from the date
      of grant.

(a)   Anything to the contrary notwithstanding, the Trustee shall not release
      any Options which were not already exercised into Shares by the Optionee,
      or any Shares issued upon exercise of Options, prior to the full payment
      of the Optionee's tax liabilities arising from Options which were granted
      to him and/or any Shares issued upon exercise of such Options.




                                       4
<PAGE>

(b)   Upon receipt of the Option, the Optionee will sign an undertaking to
      release the Trustee from any liability in respect of any action or
      decision duly taken and bona fide executed in relation with the Option
      Plan, or any Option or Share granted to him there under.

5.2   GRANTS MADE UNDER SECTION 3(I). The Committee may choose to deposit the
      Options granted pursuant to Section 3(I) of the Israeli Tax Ordinance with
      a trustee. In such event, the trustee shall hold such Option in trust,
      until exercised by the Optionee, pursuant to the Company's instructions
      from time to time. If determined by the Committee, the trustee shall be
      responsible for withholding any taxes to which an Optionee may become
      liable upon the exercise of Options.


6.    SHARES RESERVED FOR THE OPTION PLAN; RESTRICTION THEREON

      Subject to adjustments as set forth in Section 8 below, a total of
      1,000,000 Ordinary Shares, of NIS 0.01 n.v. ("THE SHARES") shall be
      subject to the Option Plan. The Shares subject to the Option Plan are
      hereby reserved for such purpose in the authorized share capital of the
      Company and may only be issued in terms hereof. Any of such Shares which
      may remain unissued and which are not subject to outstanding Options at
      the termination of the Option Plan shall cease to be reserved for the
      purpose of the Option Plan, but until termination of the Option Plan the
      Company shall at all times reserve sufficient number of Shares to meet the
      requirements of the Option Plan. Should any Option for any reason expire
      or be canceled prior to its exercise or relinquishment in full, the Shares
      therefore subject to such Option may again be subjected to an Option under
      the Option Plan.


7.    OPTION PRICE

7.1   The purchase price of each Share subject to an Option or any portion
      thereof shall be determined by the Committee in its sole and absolute
      discretion in accordance with applicable law, subject to any guidelines as
      may be determined by the Board from time to time.

7.2   The Option price shall be payable upon the exercise of the Option in a
      form satisfactory to the Committee, including without limitation, by cash
      or check. The Committee shall have the authority to postpone the date of
      payment on such terms as it may determine.

8.    ADJUSTMENTS

      Upon the occurrence of any of the following described events, Optionee's
      rights to purchase Shares under the Option Plan shall be adjusted as
      hereafter provided:

8.1   If the Company is separated, reorganized, merged, consolidated or
      amalgamated with or into another corporation while unexercised Options
      remain outstanding under the Option Plan, then each Unexercised Option
      shall be assumed or there shall be substituted for the Shares subject to
      the unexercised portions of such outstanding Options an appropriate number
      of shares of each class of shares or other securities of the separated,
      reorganized, merged, consolidated or amalgamated corporation which were
      distributed to the shareholders of the Company in respect of such shares,
      and appropriate adjustments shall be made in the purchase price per share
      to reflect such action. Notwithstanding the above and subject to any
      applicable law, ,., and unless the Board or the Committee determines
      otherwise with respect to certain Option Agreements, there shall be a
      clause in each Option Agreement instructing that if in any such
      transaction as described above, the successor company (or parent or
      subsidiary of the successor company) does not agree to assume or
      substitute for the Options, all Unexercised Options shall expire as of the
      date of such transaction.



                                       5
<PAGE>

8.2   If the Company is liquidated or dissolved while unexercised Options remain
      outstanding under the Option Plan, then all such outstanding Options may
      be exercised in full by the Optionees as of the effective date of any such
      liquidation or dissolution of the Company without regard to the
      installment exercise provisions of Paragraph 9(2), by the Optionees giving
      notice in writing to the Company of their intention to so exercise.

8.3   If the outstanding shares of the Company shall at anytime be changed or
      exchanged by declaration of a stock dividend, stock split, combination or
      exchange of shares, recapitalization, or any other like event by or of the
      Company, and as often as the same shall occur, then the number, class and
      kind of Shares subject to this Option Plan or subject to any Options
      therefore granted, and the Option prices, shall be appropriately and
      equitably adjusted so as to maintain the proportionate number of Shares
      without changing the aggregate Option price, provided, however, that no
      adjustment shall be made by reason of the distribution of subscription
      rights on outstanding stock. Upon happening of any of the foregoing, the
      class and aggregate number of Shares issuable pursuant to the Option Plan
      (as set forth in paragraph 6 hereof), in respect of which Options have not
      yet been exercised, shall be appropriately adjusted, all as will be
      determined by the Board who's determination shall be final.

9.    TERM AND EXERCISE OF OPTIONS

9.1   Options shall be exercised by the Optionee by giving written or electronic
      notice and payment of the Option Price to the Company, in such form and
      method as may be determined by the Company and when applicable, in
      accordance with the requirements of Section 102, which exercise shall be
      effective upon receipt of such notice by the Company at its principal
      office. The notice shall specify the number of Shares with respect to
      which the Option is being exercised.

9.2   Each Option granted under this Option Plan shall be exercisable following
      the exercise dates and for the number of Shares as shall be provided in
      Exhibit B to the Option agreement. However no Option shall be exercisable
      after the Expiration Date, as defined for each Optionee in his Option
      agreement.

9.3   Options granted under the Option Plan shall not be transferable by
      Optionees other than by will or laws of descent and distribution, and
      during an Optionee's lifetime shall be exercisable only by that Optionee.

9.4   The Options may be exercised by the Optionee in whole at any time or in
      part from time to time, to the extent that the Options become vested and
      exercisable, prior to the Expiration Date, and provided that, subject to
      the provisions of Section 9.6 below, the Optionee is an employee, a
      director, a consultant, an advisor or a service provider of the Company or
      any of its subsidiaries, at all times during the period beginning with the
      granting of the Option and ending upon the date of exercise.



                                       6
<PAGE>

9.5   Subject to the provisions of Section 9.6 below, in the event of
      termination of Optionee's employment or service with the Company or any of
      its subsidiaries, all Options granted to him will immediately be expired.
      A notice of termination of employment or service shall be deemed to
      constitute termination of employment or service.

9.6   Notwithstanding anything to the contrary hereinabove, an Option may be
      exercised after the date of termination of Optionee's employment or
      service with the Company or any subsidiary of the Company during an
      additional period of time beyond the date of such termination, but only
      with respect to the number of Options already vested at the time of such
      termination according to the vesting periods of the Options set forth in
      Section 4 of such Optionee's Option agreement, if: (i) prior to the date
      of such termination, the Committee shall authorize an extension of the
      terms of all or part of the Options beyond the date of such termination
      for a period not to exceed the period during which the Options by their
      terms would otherwise have been exercisable, (ii) with respect to
      employees only whose termination is without Cause (as defined below), in
      which event any Options still in force and unexpired may be exercised
      within a period of ninety (90) days from the date of such termination, but
      only with respect to the number of shares purchasable at the time of such
      termination, according to the vesting periods of the Options, (iii) with
      respect to employees only whose termination is the result of death or
      disability of the Optionee, in which event any Options still in force and
      unexpired may be exercised within a period of three (3) months from the
      date of termination, but only with respect to the number of Options
      already vested at the time of such termination according to the vesting
      periods of the Options. The term "CAUSE" shall mean any action, omission
      or state of affairs related to the Optionee which the Committee or the
      Board decides, in its sole discretion, is against the interests of the
      Company.

9.7   Any form of Option agreement authorized by the Option Plan may contain
      such other provisions as the Board may, from time to time, deem advisable.
      Without limiting the foregoing, the Board may, with the consent of the
      Optionee, from time to time cancel all or any portion of any Option then
      subject to exercise, and the Company's obligation in respect of such
      Option may be discharged by (i) payment to the Optionee of an amount in
      cash equal to the excess, if any, of the Fair Market Value of the Shares
      at the date of such cancellation subject to the portion of the Option so
      canceled over the aggregate purchase price of such Shares , (ii) the
      issuance or transfer to the Optionee of Shares of the Company with a Fair
      Market Value at the date of such transfer equal to any such excess, or
      (iii) a combination of cash and shares with a combined value equal to any
      such excess, all as determined by the Board in its sole discretion.




                                       7
<PAGE>

10.   VESTING OF OPTIONS

      The total number of Shares subject to an Option may, but need not, vest
      and therefore become exercisable in periodic installments that may, but
      need not, be equal, as more particularly set forth in each Optionee's
      Option Agreement. The Option may be subject to such other terms and
      conditions on the time or times when it may be exercised.


11.   DIVIDENDS

      With respect to all Shares (in contrary to unexercised Options) issued
      upon the exercise of Options purchased by the Optionee and held by the
      Trustee, the Optionee shall be entitled to receive dividends in accordance
      with the quantity of such Shares, and subject to any applicable taxation
      on distribution of dividends. During the period in which Shares issued to
      the Trustee on behalf of a Optionee are held by the Trustee, the cash
      dividends paid with respect thereto shall be paid directly to the
      Optionee.


12.   ASSIGNABILITY AND SALE OF OPTIONS

      No Option, purchasable hereunder, whether fully paid or not, shall be
      assignable, transferable or given as collateral or any right with respect
      to them given to any third party whatsoever, and during the lifetime of
      the Optionee each and all of such Optionee's rights to purchase Shares
      hereunder shall be exercisable only by the Optionee.

      As long as the Shares are held by the Trustee in favor of the Optionee,
      than all rights the last possesses over the Shares are personal, can not
      be transferred, assigned, pledged or mortgaged, other than by will or laws
      of descent and distribution.

13.   TERM OF THE OPTION PLAN

      The Option Plan shall be effective as of the day it was adopted by the
      Board and shall terminate at the end of 10 years from such day of
      adoption.

14.   AMENDMENTS OR TERMINATION

      The Board may, at any time and from time to time, subject to the written
      consent of the Trustee, amend, alter or discontinue the Option Plan,
      except that no amendment or alteration shall be made which would impair
      the rights of the holder of any Option therefore granted, without his
      consent.

15.   GOVERNMENT REGULATIONS

      The Option Plan, and the granting and exercise of Options hereunder, and
      the obligation of the Company to sell and deliver Shares under such
      Options, shall be subject to all applicable laws, rules, and regulations,
      whether of the State of Israel or of the State of Belgium or of the United
      States or any other State having jurisdiction over the Company and the
      Optionee, including the registration of the Shares under the United States
      Securities Act of 1933, and to such approvals by any governmental agencies
      or national securities exchanges as may be required.



                                       8
<PAGE>

16.   CONTINUANCE OF EMPLOYMENT OR SERVICE.

      Neither the Option Plan nor the Option agreement with the Optionee shall
      impose any obligation on the Company or a subsidiary thereof, to continue
      any Optionee in its employ or service, and nothing in the Option Plan or
      in any Option granted pursuant thereto shall confer upon any Optionee any
      right to continue in the employ or service of the Company or a subsidiary
      thereof or restrict the right of the Company or a subsidiary thereof to
      terminate such employment or service at any time.

17.   GOVERNING LAW & JURISDICTION

      This Option Plan shall be governed by and construed and enforced in
      accordance with the laws of the State of Israel applicable to contracts
      made and to be performed therein, without giving effect to the principles
      of conflict of laws. The competent courts of Tel-Aviv, Israel shall have
      sole jurisdiction in any matters pertaining to this Option Plan.

18.   ARBITRATION

      Any dispute in relation with this Option Plan and the exercise of rights
      thereunder, shall be brought to arbitration of the legal counsel to the
      Company ("THE ARBITRATOR"), who shall decide on such dispute in accordance
      with the provisions of the Arbitration Law - 1968 and its supplement. The
      decision of the Arbitrator shall be final and shall bind the Company and
      the Optionee.

19.   TAX CONSEQUENCES

      Any tax consequences arising from the grant or exercise of any Option,
      from the payment for Shares covered thereby or from any other event or act
      (of the Company, the Trustee or the Optionee), hereunder, shall be borne
      solely by the Optionee. The Company and/or the Trustee shall withhold
      taxes according to the requirements under the applicable laws, rules, and
      regulations, including withholding taxes at source. Furthermore, the
      Optionee shall agree to indemnify the Company and the Trustee and hold
      them harmless against and from any and all liability for any such tax or
      interest or penalty thereon, including without limitation, liabilities
      relating to the necessity to withhold, or to have withheld, any such tax
      from any payment made to the Optionee.

      The Committee and/or the Trustee shall not be required to release any
      Share certificate to an Optionee until all required payments have been
      fully made.

20.   NON-EXCLUSIVITY OF THE OPTION PLAN



                                       9
<PAGE>

      The adoption of the Option Plan by the Board shall not be construed as
      amending, modifying or rescinding any previously approved incentive
      arrangements or as creating any limitations on the power of the Board to
      adopt such other incentive arrangements as it may deem desirable,
      including, without limitation, the granting of stock Options otherwise
      then under the Option Plan, and such arrangements may be either applicable
      generally or only in specific cases. For the avoidance of doubt, prior
      grant of options to employees of the Company under their employment
      agreements, and not in the framework of any previous option plan, shall
      not be deemed an approved incentive arrangement for the purpose of this
      Section.

21.   MULTIPLE AGREEMENTS

      The terms of each Option may differ from other Options granted under the
      Option Plan at the same time, or at any other time. The Board may also
      grant more than one Option to a given Optionee during the term of the
      Option Plan, either in addition to, or in substitution for, one or more
      Options previously granted to that Optionee.




                                       10
<PAGE>

                                    EXHIBIT B



                               TERMS OF THE OPTION


--------------------------------------------------------------------------------

1. Name of the Optionee:
                                        ----------------------------------------

2. Number of Options granted:
                                        ----------------------------------------

3. Designation:                         "102 options" / "3(I) options"
                                        ----------------------------------------

4. Price per Share:
                                        ----------------------------------------

5. Expiration Date:
                                        ----------------------------------------
6. Date of Grant:
--------------------------------------------------------------------------------



--------------------------------------------------------------------------------
7.Vesting schedule
--------------------------------------------------------------------------------


------------------------------------ -------------------------------------------
      NUMBER OF OPTIONS                               VESTING DATE
------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------

------------------------------------ -------------------------------------------








                                       11

</TEXT>
</DOCUMENT>
