Exhibit
10.12.1


Robert
      S. Ehrlich
                    Chairman
      and Chief Executive Officer
              Arotech
      Corporation
                
                1229
      Oak Valley Drive
                    Ann
      Arbor, Michigan 48108
                    Tel:  (800)
      281-0356   Fax:  (734) 761-5368
                    http://www.arotech.com
                    Nasdaq
      Global Market: ARTX
                    Writer’s direct dial:+972-2-990-6612
                    Writer’s direct fax:+972-2-990-6688
                    Writer’s e-mail:ehrlich@arotech.com




April 9,
2009





Mr.
Thomas J. Paup


c/o
Arotech Corporation


1229 Oak
Valley Road


Ann
Arbor, Michigan 48108




Dear
Tom:




Re:           Your Employment Agreement
dated April 14, 2008




In
connection with your amended and restated employment with Arotech Corporation
dated April 14, 2008 (the “Company”), we wish to amend the above-referenced
employment agreement between you and the Company (the “Agreement”) in certain
respects. All capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the Agreement.




1.
            The
      first sentence of Section 5 of the Agreement is hereby deleted in its
      entirety, and in place and stead thereof the following language is hereby
      inserted:




“This
Agreement shall be for a period of four years (the “Term”). Any failure of the
parties to extend the Term of this Agreement or to enter into a new employment
agreement on or before January 31, 2012 shall hereinafter be defined as a
“Non-Renewal.”




2.
            Throughout
      the Agreement. any and all references to the “Initial Term” or to an
      “Additional Term” shall be deemed to be references to the
      “Term.”




3.
            The
      following new subsection 5(d) is hereby
  inserted:




“(d)           In
the event of a termination due to Change of Control, all of the Executive’s
stock options, whether or not they have yet vested, shall immediately vest and
shall be extended for a period of the later of (x) the expiration date thereof,
and (y) the second anniversary of such Change of Control, and all of the
Executive’s restricted stock shall immediately become unrestricted and freely
tradable (subject to applicable securities laws). In the event of termination
due to any other reason except for Termination for Cause, the Executive’s
then-vested stock options shall be extended for a period of the earlier of (x)
the expiration date thereof, and (y) two years after such termination. For the
avoidance of doubt, it is hereby clarified that if the Executive’s employment is
terminated by the Company other than for the reasons set forth in subsection (b)
above, including without limitation a Non-Renewal, the Executive will be
entitled to be paid upon Termination, in addition to and not instead of all
accrued compensation and all other compensation due to the Executive pursuant to
the provisions of Section 5(c) above, all Base Salary that the Executive would
have been paid through the end of the Term but for the
termination.”




4.
            Pursuant
      to the terms of the Agreement, your Base Salary is supposed to be
      increased by 6% each year to take account of inflation (irrespective of
      the actual inflation rate). You hereby agree to waive this increase in
      respect of 2009. Notwithstanding this waiver and any future waiver of this
      6% increase, your “Base Salary” for purposes of determining compensation
      upon Termination shall refer to the higher of (i) your actual monthly Base
      Salary at the highest rate in effect at any time within the ninety (90)
      day period ending on the Termination Date, and (ii) what your Base Salary
      at the Termination Date would have been had you not waived the 6%
      increase(s) referred to above.




5.
            In
      all other respects, the terms of the Agreement will govern the
      relationship between us.




If the
foregoing is acceptable to you, kindly sign this letter in the space provided
for your signature below, whereupon this letter will become a binding amendment
to the Agree­ment.




Sincerely
yours,




AROTECH
CORPORATION





By:_________________________________


Robert S. Ehrlich


Chairman and Chief Executive
Officer




ACCEPTED
AND AGREED:




___________________________


Thomas
J. Paup