EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") made and entered into on this day of
March _2__, 2010 (the "Effective Date")

Between InkSure Technologies Inc, a Delaware corporation (the "Company"),
__________________________________________________ (hereinafter the "Company");

On the first part

And: Mr. Tal Gilat, ID No. 28956986 a citizen of Israel, with an address 8
Rachel Street, Givataim (hereinafter the "Employee", and together with the
Company: the "Parties")

On the second part

WHEREAS        The Company is engaged in the development, production and
               marketing of (i) machine readable anti-counterfeiting and Track
               and Trace & Authentication products and (i) Chipless RFID
               technologies; and

WHEREAS        The Company has offered that the Employee shall serve, as the
               Company's President & Chief Executive Officer ("CEO"), and the
               Employee agrees to be employed as such, all in accordance with
               the terms and conditions of this Agreement;

WHEREAS        The Employee and the Company wish to establish the terms of their
               engagement with effect as of the Effective Date and onwards; and

Now, therefore, in consideration of the mutual covenants and conditions
hereinafter set forth, it is agreed by the parties as follows:

1.   PREAMBLE

     The Preamble to this agreement forms an integral part thereof.

2.   POSITION

     2.1. The Company shall employ the Employee, and the Employee hereby agrees
          to and will serve as the Company's President & CEO from the Effective
          Date until otherwise decided by the Company's board of directors.


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     2.2. During the term of Employment hereunder, the Employee agrees to devote
          his total attention and time to the business and affairs of the
          Company as required to discharge the responsibilities assigned to the
          Employee hereunder. The Employee shall not be engaged in any other
          employment nor actively engaged in any other business activities, or
          in any other activities which may hinder the Employee's performance
          hereunder, with or without compensation, for any other person, firm or
          company without the prior written consent of the Company and shall
          have all responsibilities and powers that usually apply to the
          positions held by the Employee as CEO (in which period he shall also
          be considered a principal executive officer for purposes of SEC
          filings).

     2.3. While serving as CEO, the Employee shall report to the board of
          directors.

     2.4. The scope of the Employee's position in the Company shall include from
          time to time, at the Company's sole discretion, rendering the same
          services stipulated herein, in whole or in part, also to any of the
          Company's subsidiaries. For the avoidance of any doubt, the parties
          hereby stipulate that rendering such services as aforesaid shall
          constitute an integral part of the Employee's position in the Company
          and shall not entitle the Employee with any right to additional
          compensation, remuneration or fee whatsoever. It is further agreed,
          that should the Employee claim for or demand from the Company or any
          of its subsidiaries any compensation, remuneration or fee for services
          rendered by him to any of such subsidiaries, the Company shall set-off
          and reduce the Employee's remuneration under this Agreement with the
          same amount claimed by the Employee from the subsidiaries.

     2.5. The Employee's duties shall be in the nature of management duties that
          demand a special level of loyalty and accordingly the Work Hours and
          Rest Law 1951 of Israel, including any law amending or replacing such
          law, shall not apply to this Agreement. The parties hereto confirm
          that this is a personal services contract and that the relationship
          between the parties hereto shall not be subject to any general or
          special collective employment agreement or any industry custom or
          practice, or practice of the Company in respect of any of its other
          employees or contractors. The Employee agrees that the execution and
          delivery by the Employee of this Agreement and the fulfillment of the
          terms hereof (i) does not conflict with any agreement or undertaking
          by which the Employee is bound; and (ii) does not require the consent
          of any person or entity

3.   SALARY

     3.1. The Company shall pay the Employee a monthly salary of 50,000 NIS
          gross (hereinafter the "Base Salary"), payable each month not later
          than the seventh day of the month. The Base Salary will be paid in NIS
          (New Israeli Shekel).

          The Base Salary includes remuneration for working overtime and on days
          of rest, and the Employee shall not be entitled to any further
          remuneration or payment whatsoever other than the Base Salary and/or
          benefits, unless expressly specified in this Agreement. The Employee
          acknowledges that the Base Salary constitutes due consideration to the
          Employee for working overtime and on days of rest


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     3.2. The Employee will be entitled to targeted 2010 Management By
          Objectives (MBO) gross bonus of 480,000 NIS at 100% achievement. The
          MBO targets will be set by the Board of Directors no later than May
          31, 2010.

          For the avoidance of doubt, the bonus for the achievement of the
          target will not be part of the base salary and will not be subject to
          pension or any other fringe benefits.

     3.3. The Employee shall be entitled to reimbursement for all expenses
          incurred by him in the performance of his duties hereunder, pursuant
          to the Company's prevailing policy for such reimbursements, and in the
          absence of such established policy - as approved by the Company's
          board of directors (or its designees), provided that in any case the
          Employee shall provide the Company with all appropriate receipts and
          conform with the tax regulations, if any.

     3.4. The Employee and the Company both acknowledge and agree, that upon the
          mutual written agreement of the Company and the Employee, the
          Employee's salary may be paid by either of the subsidiaries on behalf
          of the Company, but always subject to Section 2.4. The Company further
          acknowledges that this section 3.4 does not affect the Company's
          obligation to pay the Employee's Base Salary or benefits pursuant to
          this Agreement.

4.   BENEFITS

     4.1. The Company shall effect a Manager's Insurance Policy in the name of
          the Employee, and shall pay a sum of up to 15.83% of the Base Salary
          towards such Policy, of which 8.33% will be on account of severance
          pay, 5% on account of pension fund payments and up to a further 2.5%
          on account of disability pension payments. The Company shall deduct 5%
          from the Base Salary to be paid on behalf of the Employee towards such
          Policy. The Employee may extend an existing policy or plan and
          incorporate it into the Policy at his discretion provided that such
          extension may not impose any incremental cost for the company.

     4.2. The Company and the Employee shall maintain an advanced study fund
          (Keren Hishtalmut Fund). The Company shall contribute to such fund an
          amount equal to 7.5% of the Base Salary, and the Employee shall
          contribute to such fund an amount equal to 2.5% of the Base Salary
          provided however, that such company's contributed amounts will be
          limited to the maximum amount which is tax-exempted by the employee.
          The Employee hereby instructs the Company to transfer to such fund the
          amount of the Employee's and the Company's contribution from each
          monthly Base Salary payment.

     4.3. All taxes due, if any pursuant to section 4.1 and 4.2 above shall be
          borne and paid by the employee.

     4.4. The Parties hereby adopt the Israeli Labor Ministry warrant from
          30.6.98 and declare that the company's payment to the Bituach
          Menahalim (8.33% for the severance payment) shall constitute the
          company's whole obligation for severance payments according to section
          14 of the severance payment law - 1963 (Israel).


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     4.5. The Employee shall be entitled to a vacation leave of twenty (20)
          working days per year. Up to one years' equivalent of vacation days
          (20 days) may be accumulated and/or carried forward. Any vacation
          accumulated in excess thereof shall expire.

     4.6. COMPANY CAR. The Employee shall be entitled to a company car in
          accordance with the Company's policy. It is agreed that the car will
          be 2000cc or a car of a similar class. The Company will bear all of
          the fixed and variable maintenance costs, including license,
          insurance, gas, repairs, etc., but excluding personal traffic fines
          and the like. The Employee will bear all tax consequences arising out
          of the possession and use of the car ("HACHNASA ZKUFA") and shall not
          be entitled to any reimbursement therefore. The Employee shall bear
          all expenses, loses, damages etc. caused as a result of the breach of
          his duties under the Company's and the leasing company's instructions
          for use of the car, and the Company is entitled to deduct any such
          amount from any amount owing to the Employee. The Car will be returned
          to the Company by the Employee upon the termination of employment. The
          Employee's spouse and children may be granted use of the car; no other
          person, except as otherwise authorized by the Company, shall be
          granted use the car. Terms of use of the Company car will be in
          accordance with the Company's policies and guidelines.

     4.7. The Employee shall be entitled to a complete medical checkup once a
          year. Corresponding tax, if any, will be deducted at source by the
          company.

     4.8. The Company shall cause the Employee to be included in its directors
          and officer's liability insurance, covering customary officer's
          liabilities.

     4.9. The Employee shall be entitled to Dmey Havra'a as provided in a
          collective bargaining agreement to which the General Labor Union of
          the Workers in Israel is a party regarding the payment of Dmey Havra'a
          that is force and effect.

     4.10. CELLULAR PHONE. The Employee shall be granted the use of a cellular
          phone in accordance with the Company's internal policies and
          procedures. The Company shall bear certain costs relating to the use
          and maintenance of the cellular phone, excluding income tax imposed in
          connection therewith. The Employee undertakes to use the cellular
          phone in accordance with Company's procedures.

5.   NON DISCLOSURE, COMPETITIVE ACTIVITY AND OWNERSHIP OF INVENTIONS

     Simultaneously with the signing of this Agreement the Employee shall sign
     the Non-Disclosure, Unfair Competition and Ownership of Inventions
     undertaking in favor of the Company and any subsidiary and parent company
     of the Company, attached hereto as APPENDIX A, WHICH SHALL SURVIVE THE
     TERMINATION OF THIS AGREEMENT.


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6.   TERM AND TERMINATION

     6.1. The Employee may terminate this Agreement for any reason upon ninety
          (90) days' prior written notice, and the Company may terminate this
          Agreement for any reason upon ninety (90) days' prior written notice
          (each such period being a "Prior Notice Period"), provided, however,
          that the Company may terminate this Agreement for a "justifiable
          cause" (as hereinafter defined) without prior notice. During the Prior
          Notice Period the Employee shall be entitled to payment of the Base
          Salary and all benefits pursuant to this Agreement.

          In addition, any unvested options for Company's shares held by the
          Employee shall continue to vest during the Prior Notice Period.

     6.2. "Justifiable Cause" shall mean: (i) embezzlement of funds of the
          Company, or its affiliate by the Employee; (ii) the Employee's
          indictment of any crime involving moral turpitude or dishonesty; (iii)
          a material breach of the Employee's fiduciary duties or duties of care
          to the Company; (iv) a material breach by the Employee of the material
          terms of this Agreement or of a material undertaking entered into by
          the Employee to the Company with respect to this Agreement, which was
          not cured within 15 days from written notice thereof; or (v) any other
          act or omission that would legally entitle the Company to dismiss the
          Employee without payment of severance pay in connection with such
          dismissal.

     6.3. During the period following notice of termination by any party for any
          reason, the Employee shall cooperate with the Company and use his best
          efforts to assist the integration into the Company's organization of
          the person or persons who will assume the Employee's responsibilities.
          At the option of the Company, the Employee shall during such period
          either continue with his or her duties or remain absent from the
          premises of the Company.

7.   MISCELLANEOUS

     7.1. This Agreement constitutes the entire understanding between the
          Parties with respect to the subject matter hereof and with respect to
          the period as of the Effective Date. Any prior understandings,
          undertakings or representations with respect to the subject matter
          hereof, written or oral, shall be of no force or effect. It is hereby
          clarified that the Previous Agreements shall have no further force or
          effect for the period as of the Effective Date and onwards.

     7.2. This Agreement may be amended only by a document signed by both
          Parties.

     7.3. No rights of any Party shall be prejudiced or restricted by an
          indulgence or forbearance to any party, and no waiver by any party in
          respect of any breach shall operate as a waiver in respect to a
          subsequent breach.

     7.4. Any notice, demand, call or request under this Agreement (hereinafter
          a "Communication") which a Party may desire to serve, or be required
          to serve upon the other Party, shall be in writing and shall be deemed
          sufficiently served if: (a) delivered by hand; or (b) if sent by
          courier that guarantees delivery of such Communication within seventy
          two (72) hours, addressed to the other Party's address as set forth in
          the preamble to this Agreement; or (c) sent by facsimile or email with
          confirmation of receipt.


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     7.5. The addresses of the Parties for the purpose of this Agreement are as
          set forth in the preamble to this Agreement.

IN WITNESS WHEREOF, the Parties hereunto cause this Agreement to be duly
executed.


INKSURE TECHNOLOGIES INC.

/s/ Gadi Peleg
-------------------------
By: Gadi Peleg
Title: Chairman of the Board


/s/ Tal Gilat
-------------------------
By: Tal Gilat


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                                   APPENDIX A

THIS UNDERTAKING ("Undertaking") is entered into as of the 2 day of March, 2010,
by Mr. Tal Gilat, ID No. 28956985 a citizen of Israel, with an address at 8
Rachel Street, Givataim (the "Employee").

WHEREAS             the Company and Employee are entering into an employment
                    agreement as of the date hereof;

NOW, THEREFORE,     the Employee undertakes and warrants towards the Company and
                    any subsidiary and parent company of the Company as follows:

1.   Confidential Information.

     1.1. The Employee acknowledges that he has, and will have, access to
          confidential and proprietary information, including information
          concerning activities of the Company and any of its parent, subsidiary
          and affiliated companies, and that he has, and will have, access to
          technology regarding the product research and development, patents,
          copyrights, customers (including customer lists), suppliers (including
          suppliers lists), marketing plans, strategies, forecasts, trade
          secrets, test results, formulae, processes, data, know-how,
          improvements, inventions, techniques and products (actual or planned)
          of the Company and any of its parent, subsidiary and affiliated
          companies. Such information in any form or media, whether documentary,
          written, oral or computer generated, shall be deemed to be and
          referred to herein as "PROPRIETARY INFORMATION".

     1.2. During the term of his employment or at any time after termination
          thereof for any reason, the Employee shall not disclose to any person
          or entity without the prior consent of the Company any Proprietary
          Information, whether oral or in writing or in any other form, obtained
          by the Employee while in the employment of the Company (including, but
          not limited to, the processes and technologies utilized and to be
          utilized in the Company's business, the methods and results of the
          Company's research, technical or financial information, employment
          terms and conditions of the Employee and other Company employees or
          any other information or data relating to the business of the Company
          or any information with respect to any of the Company's customers).

     1.3. Proprietary Information shall be deemed to include any and all
          proprietary information disclosed by or on behalf of the Company
          irrespective of form, but excluding information that has become a part
          of the public domain not as a result of a breach of this Undertaking
          by the Employee.

     1.4. The Employee agrees that all memoranda, books, notes, records
          (contained on any media whatsoever), charts, formulae, specifications,
          lists and other documents made, compiled, received, held or used by
          the Employee while in the employment of the Company, concerning the
          Company or its business (including its trade secrets) (the
          "MATERIALS"), shall be the Company's sole property and all originals
          or copies thereof shall be delivered by the Employee to the Company
          upon termination of the Employee's employment or at any earlier or
          other time at the request of the Company, without the Employee
          retaining any copies thereof.


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2.   UNFAIR COMPETITION AND SOLICITATION.

     The Employee acknowledges that the provisions of this Undertaking are
     reasonable and necessary to legitimately protect the Company's Proprietary
     Information, its property (including intellectual property) and its
     goodwill (the "COMPANY'S MAJOR ASSETS"). The Employee further acknowledges
     that he has carefully reviewed the provisions of this Undertaking, he fully
     understands the consequences thereof and he has assessed the respective
     advantages and disadvantages to him of entering into this Undertaking.

     In light of the above provisions, the Employee represents and undertakes:

     2.1. That during the term of his employment in the Company and for a period
          of twelve (12) months thereafter, he shall not engage, establish, open
          or in any manner whatsoever become involved, directly or indirectly,
          either as an employee, owner, partner, agent, shareholder, director,
          consultant or otherwise, in any business, occupation, work or any
          other activity which is reasonably likely to involve or require the
          use of any of the Company's Major Assets.

     2.2. That during the term of his employment in the Company and for a period
          of twelve (12) months thereafter, he shall not become financially
          interested or render services to any entity or business which competes
          or likely to compete with the Company or its parent, subsidiary or
          affiliated companies directly or indirectly.

     2.3. That during the term of his employment in the Company and for twelve
          (12) months thereafter, not to induce any employee, consultant,
          director, officer, subcontractor of the Company or of any of its
          parent, subsidiary or affiliated companies to terminate its service
          therewith, and that he has not engaged in such solicitation activities
          since the beginning of his employment in the Company (and any of its
          parent, subsidiary and affiliated companies).

3.   OWNERSHIP OF INVENTIONS.

     The Employee will notify and disclose to the Company, or any persons
     designated by it, all information, improvements, inventions, formulae,
     processes, techniques, know-how and data, whether or not patentable, made
     or conceived or reduced to practice or learned by the Employee, either
     alone or jointly with others, since the beginning of his employment in the
     Company (and any of its parent, subsidiary and affiliated companies) and
     anytime thereafter (including after hours, on weekends or during vacation
     time) (all such information, improvements, inventions, formulae, processes,
     techniques, know-how, and data are hereinafter referred to as the:
     "INVENTIONS" or "INVENTION") immediately upon discovery, receipt or
     invention as applicable. In the event that the Employee, for any reason,
     refrains from delivering the Invention upon grant of notice regarding the
     Invention, as described above, the Employee shall notify the Company of the
     Invention and specify in such notice the date in which the Invention shall
     be delivered to the Company and the reason for delay in such delivery. The
     Invention shall be delivered as soon as possible thereinafter.

     Delivery of the notice and the Invention shall be in writing, supplemented
     with a detailed description of the Invention and the relevant
     documentation. The Employee agrees that all the Inventions shall be the
     sole property of the Company, and the Company shall be the sole owner of
     all patents and other rights in connection with such Inventions. The
     Employee hereby assigns to the Company any rights the Employee may have or
     acquire in such Inventions. In order to avoid any doubt, it is hereby
     clarified that a lack of response from the Company with respect to the
     notice of the Invention or of its delivery, shall not be considered a
     waiver of ownership of the Invention, and in any event the Invention shall
     remain the sole property of the Company.


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     The Employee further agrees as to all such Inventions to assist the
     Company, or any persons designated by it, in every proper way to obtain and
     from time to time enforce such Inventions in any way including by way of
     patents over such Inventions in any and all countries, and to that effect
     the Employee will execute all documents for use in applying for and
     obtaining patents over and enforcing such Inventions, as the Company may
     desire, together with any assignments of such Inventions to the Company or
     persons or entities designated by it.

     The Employee shall not be entitled, with respect to all of the above, to
     any monetary consideration or any other consideration except as explicitly
     set forth in its employment agreement, or in any other written agreement or
     arrangement signed by the Company. With respect to all of the above any,
     oral understanding, communication or agreement not duly signed by the
     Company shall be void.

4.   GENERAL.

     4.1. The Employee acknowledges that the provisions of this Undertaking
          serve as an integral part of the terms of his employment and reflect
          the reasonable requirements of the Company in order to protect its
          legitimate interests with respect to the subject matter hereof. If any
          provision of this Undertaking (including any sentence, clause or part
          thereof) shall be adjudicated to be invalid or unenforceable, such
          provision shall be deemed amended to delete therefrom the portion thus
          adjudicated to be invalid or unenforceable, such deletion to apply
          only with respect to the operation of such provision in the particular
          jurisdiction in which such adjudication is made. In addition, if any
          particular provision contained in this undertaking shall for any
          reason be held to be excessively broad as to duration, geographical
          scope, activity or subject, it shall be construed by limiting and
          reducing the scope of such provision so that the provision is
          enforceable to the fullest extent compatible with applicable law.

     4.2. The provisions of this Undertaking shall continue and remain in full
          force and effect from the beginning of the employment of the Employee
          in the Company and following the termination such employment
          relationship for whatever reason. This Undertaking shall not serve in
          any manner as to derogate from any of the Employee's obligations and
          liabilities under any applicable law or agreement.


                                                             Tal Gilat
                                                      --------------------------
                                                          Name of Employee


                                                           /s/ Tal Gilat
                                                      --------------------------
                                                              Signature