Amendment No. 1 to Employment Agreement between Inksure Technologies, Inc. and Tal Gilat

 EXHIBIT 10.6 AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (Signed in Tel Aviv on 1st of March, 2011) THIS AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT (this "Amendment") shall become effective as of the 1st day of January 2011 (the "Effective Date"), by and between Inksure Technologies, Inc., a Delaware corporation (the "Company") and Tal Gilat (the "Employee"). WHEREAS, the Company and the Employee have entered into an employment agreement dated as of March 1st, 2010 (the "Agreement"); and WHEREAS, the parties now wish to amend certain provisions of the Agreement on the terms and conditions set forth hereinafter; and WHEREAS, except as set forth in this Amendment the other provisions of the Agreement shall remain unchanged and in full force and effect. NOW, THEREFORE, in consideration of the mutual premises and agreements of the parties contained herein, the parties agree as follows: 1. SALARY Commencing on the Effective Date, the Employee's Base Salary as provided in Section 3.1 of the Agreement shall be increased to sixty thousand New Israeli Shekels (NIS 60,000). The remainder of Section 3.1 of the Agreement shall remain unchanged and in full force and effect. 2. KEREN HISHTALMUT Commencing on the Effective Date, Section 4.2 to the Agreement shall be amended by canceling the tax-exemption limitation on the parties' contributions to the Employees' advanced study fund ("Keren Hishtalmut"), so that the parties' contributions (Company - 7.5% of Base Salary and Employee - 2.5% of Base Salary) shall be made from the Employee's entire Base Salary, without regard to such tax-exemption limitation. 3. COMPANY CAR Commencing on the Effective Date, Section 4.6 of the Agreement shall amended so that the Employee shall be entitled to return the Company's car, at any time. In such case, the Employee's monthly Base Salary shall be increased by and additional four thousand seven hundreds New Israeli Shekels (NIS 4,700), commencing on the date of the car return. The remainder of Section 4.6 of the Agreement shall remain unchanged and in full force and effect. For the avoidance of any doubt, the Employee will not have to pay any charges or fees relating to the early return of the car. 

 4. GENERAL 4.1 To the extent not changed by this Amendment, the remainder of the Agreement shall continue in full force and effect. 4.2 Unless otherwise provided herein, all amendments to the Agreement shall commence on the Effective Date. 4.3 In case of any contradiction between the provisions of the Agreement and the provisions of this Amendment, the provisions of this Amendment shall prevail. 4.4 This Amendment constitutes a notice of change of employment terms according to the Israeli Employment Terms Notice Law, 2002. IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the Employment Agreement as of the date first written above. INKSURE TECHNOLOGIES, INC. TAL GILAT ("Company") ("Employee") By:_____________________ ________________________ Name: Gadi Peleg Tal Gilat Title: Chairman of the Board