Exhibit
        10.1

       

      AMENDMENT
        NO. 1

      TO

      PRIVATE
        PLACEMENT SUBSCRIPTION AGREEMENT

      


      This
        Amendment No. 1 (the
“Amendment”) to the Private Placement Subscription Agreement, dated as of
        June 30, 2008 (the “Subscription Agreement”), by and between TraceGuard
        Technologies, Inc., a Nevada corporation (the “Company”), and Joseph
        Grinkorn, an individual with a principal address of 56 Harrison Street, Suite
        504, New Rochelle, New York 10801 (“Grinkorn”), is made as of August 14,
        2008. Terms used as defined terms herein and not otherwise defined shall
        have
        the meanings provided therefor in the Subscription Agreement.

      


      WHEREAS,
        the Company and Grinkorn
        entered into the Subscription Agreement, pursuant to which Grinkorn agreed
        to
        purchase from the Company 7,333,333 Units for a per Unit purchase price of
        US$0.15 and an aggregate purchase price of US$1,100,000, each “Unit” being
        comprised of one share of common stock, $0.001 par value per share, of the
        Company (“Common Stock”) and one warrant to purchase one share of Common
        Stock with an exercise price of $0.80 and a term of exercise of three
        years;

      


      WHEREAS,
        pursuant to Sections 7.1 and 7.2 of the Subscription Agreement, the Company
        agreed to use commercially reasonable efforts to promptly appoint Grinkorn
        to
        the Board of Directors of the Company (the “Board”) and to nominate Grinkorn for
        election or reelection at the annual meetings of stockholders of the Company,
        subject to the satisfaction of the Condition (as defined in Section 7.2 of
        the
        Subscription Agreement);

      


      WHEREAS,
        pursuant to Section 2.1 of the Subscription Agreement, Grinkorn is required
        to
        pay the aggregate purchase price in respective installments of $200,000,
        $200,000, $200,000 and $500,000 on the dates specified therein;

      


      WHEREAS,
        as of the date hereof, Grinkorn has paid $350,000 of the aggregate purchase
        price to the Company and purchased 2,333,333 Units from the
        Company;

      


      WHEREAS,
        as of the date hereof, Grinkorn has expressly stated to the Company that,
        for
        personal reasons having nothing whatsoever to do with the Company, he cannot
        pay
        any additional amounts toward the aggregate purchase price and shall purchase
        no
        additional Units;

      


      WHEREAS,
        the Company and Grinkorn wish to amend the Subscription Agreement to reflect
        therein that the aggregate purchase price to be paid by Grinkorn shall be
        US$350,000 and the aggregate number of Units to be sold by the Company to
        Grinkorn shall be 2,333,333 Units; and

       

      WHEREAS,
        the Company and Grinkorn wish to amend the Subscription Agreement to terminate
        the Company’s covenants to appoint Grinkorn to the Board and to nominate
        Grinkorn for election or reelection at the annual meetings of stockholders
        of
        the Company, while agreeing to appoint Grinkorn to the Company’s Advisory Board
        under certain circumstances.

      


      NOW,
        THEREFORE, the parties hereto
        agree as follows:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1. Section
        2.1 of the Subscription Agreement is hereby amended by adding, at the end
        of
        such Section, the following sentence: “The parties acknowledge that the
        Subscriber has paid $350,000 to the Company as of August 14, 2008 entitling
        him
        to 2,333,333 Units in the aggregate under this Subscription Agreement. As
        of
        August 14, 2008, the Subscriber shall not be entitled to, nor be required
        to,
        purchase any additional Units and any such right or obligation is hereby
        canceled.”

       

      2. Sections
        7.1 and 7.2 of the Subscription Agreement are hereby deleted in their entirety
        and replaced with the following new Section 7.1:

       

      Section
        7.1. The Company will use commercially reasonable efforts in light of the
        needs
        and circumstances of the Company, as determined by the Board, to appoint
        the
        Subscriber to its Advisory Board. Each of the Subscriber and the Company
        reserve
        the right to terminate such appointment at any time, at will, in either party's
        respective sole discretion.”

      


      Grinkorn
        acknowledges that, as a result of the Amendment, there is no obligation on
        the
        part of the Company to appoint him as a director on the Board or to nominate
        him
        for election as a director on the Board. Any such obligation is hereby canceled
        and declared to be void, and Grinkorn releases the Company from any such
        obligation.

       

      IN
        WITNESS WHEREOF, each of the parties hereto has executed this Amendment as
        of
        the date first written above.

       

      
        	 	
                TRACEGUARD
                  TECHNOLOGIES, INC.

              
	 	 	 
	 	
                By:

              	
                /s/
                  David Ben-Yair

              
	 	 	
                Name:
                  David Ben-Yair

              
	 	 	
                Title:
                  Chief Financial Officer

              
	 	 	 
	 	
                /s/
                  Joseph Grinkorn

              
	 	
                JOSEPH
                  GRINKORN

              


      


      
        
          
          

        

        
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