Amendment to Finder Letter Agreement between SuperCom Ltd. and Atlantis Equities, Inc. (June 30, 2003)

  EXHIBIT 10.17 SUPERCOM LTD. Millennium Building 3 Tidhar Street, P.O. Box 2094 Raanana 43665 Israel June 30, 2003 Robert Ellin Atlantis Equities, Inc. 750 Lexington Avenue New York, New York Re: Amendment to Finder Letter Agreement Dear Mr. Ellin: Reference is hereby made to that certain letter agreement (the "Letter Agreement"), dated May 1, 2003, by and between SuperCom Ltd. ("SuperCom") and Atlantis Equities, Inc. or its designee ("Atlantis") with respect to Atlantis' role as finder with respect to the prospective merger between SuperCom and PerfectData Corporation. Capitalized terms used herein and defined in the Letter Agreement shall have the meanings set forth therein unless specifically defined herein. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, SuperCom and Atlantis hereby agree as follows: Paragraph 1 of the Letter Agreement shall be deleted and replaced with the following: "As compensation for the services provided by Atlantis in connection with the Merger Transaction, upon consummation of the Merger Transaction, Atlantis (or its designee) shall be issued such number of shares of Common Stock of PerfectData Corporation or any other entity resulting from the Merger Transaction (the "Shares") equal to five percent (5.0%) of the issued and outstanding shares of Common Stock of PerfectData Corporation, or any other entity resulting from the Merger Transaction (on a fully-diluted basis), after giving effect to the consummation of the Merger Transaction (the "Transaction Fee"); provided, however, if the net cash (as such net cash amount is calculated for purposes of the definitive merger agreement) of PerfectData at the closing of the Merger Transaction is less than $2,000,000 (or such lesser amount as provided in the second proviso of Section 5(b) of the Letter of Intent), then the Transaction Fee shall be reduced to an amount equal to 4.5% multiplied by a fraction, the numerator of which is the net cash at Closing and the denominator of which shall be $2,000,000 (or such lesser amount as provided in the second proviso of Section 5(b) of the Letter of Intent). Of such Shares issued as the Transaction Fee, one-fifth (1/5th) of such Shares shall be issued to Atlantis or its designee and four-fifths (4/5th) of such Shares shall be issued to ConnectivCorp, a designee of Atlantis. The Shares shall have "piggyback" registration rights as well as any other registration rights which are granted to the officers, directors and stockholders of Supercom (the "Insiders") with respect to shares of Common Stock received by the Insiders in the Merger Transaction. In addition, the Shares shall be subject to the same lock-up agreement as the directors and executive officers of SuperCom." Except as expressly set forth herein, each of the parties hereto acknowledges that the Letter Agreement shall remain in full force and effect without modification. This amendment may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement.  Kindly indicate your agreement to the foregoing by signing in the space marked "AGREED TO" below. Sincerely, SUPERCOM LTD. By: /s/ Avi Schecther --------------------------------- Name: Avi Schechter Title: Chief Executive Officer AGREED TO: ATLANTIS EQUITIES, INC. By: /s/ Robert Ellin - ----------------------------- Name: Robert Ellin Title: