EXHIBIT 10.6
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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This FIRST AMENDMENT dated November 15, 2002 of the EMPLOYMENT AGREEMENT (the
"Agreement") dated February 22, 2002 by and between DriverShield Corp. f/k/a
driversshield.com Corp., a New York corporation with an address at 12514 West
Atlantic Blvd, Coral Springs, Florida 33071 (the "Company"), and Phil Kart,
residing at 115 Ardmore Avenue, Melville, NY 11747 (the "Executive").

                               W I T N E S S E T H
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         WHEREAS, the Company desires to amend the Employment Agreement under
which the Executive is employed by it and render services to it, and Executive
is willing to amend the Employment Agreement under which he is so employed and
wishes to continue to render such services to the Company, all on the terms and
subject to the conditions contained herein.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and other good and valuable consideration, the receipt
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.       Term
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         The Term of this Agreement shall be extended for an additional twelve
(12) months thereby terminating on December 31, 2004 (the "Expiration Date"),
unless earlier terminated under the terms and conditions herein (the "Employment
Term").

2.       Moving Expense Reimbursement
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         The Company hereby agrees to reimburse the Executive for the expenses
listed below upon the Executive providing the Company with reasonable evidence
that the Executive has incurred the actual expense:

         a. Real Estate Commission. Upon the sale of the Executive's present
residence at the address listed above, the Company shall reimburse the Executive
for real estate commissions incurred by the Executive up to Ten Thousand Dollars
($10,000).

         b. Attorney Fees. The Company shall reimburse the Executive for
attorney fees incurred as a result of the sale of his residence in Melville, New
York or the purchase of a home in Florida up to Two Thousand Dollars ($2,000).

         c. Moving Company Fees. The Company shall reimburse the Executive or
pay the moving company directly for the Executive's move from Melville, New York
to Florida, for the total cost of packing and transporting his personal effects
(including his motor vehicles) to Florida. The Executive may utilize United Van
Lines or any other moving company that charges moving fees equal to or less than
the estimate provided by United Van Lines.

         d. Transportation. The Company shall reimburse the Executive for the
actual cost of air transportation for the Executive and his family to travel
from New York to Florida for their initial move to Florida.

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         e. All other costs incurred by the Executive shall be at his sole cost
and expense.

3.       Relocation Allowance. In recognition of the Executive's accomplishments
during his tenure with the Company and to offset any additional relocation costs
associated with the sale of home, temporary living expenses, transfer taxes,
additional commissions, etc. borne by the Executive, the Company shall pay the
Executive the sum of Fifty Thousand Dollars ($50,000) payable upon the Company
making its final Moving Company Fee payment either to the moving company or to
the Executive.

4.       Other terms and conditions.
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         All other terms and conditions of the Agreement shall remain if full
force and effect.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date written below.

DRIVERSHIELD CORP.                  PHILIP KART


By:                                 By:
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Title:                              Dated:
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Dated:
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