Exhibit 10.20


  


	 	 

                                                                                                                         

                                                                                                                        INX
Limited

        1.02
        World Trade Center

        6
        Bayside Road

        GX11
1AA, Gibraltar



  





 



  


	 	August
20, 2018
	 	 
	To:	 
	Haim
    Ashar	-Via
    Email-


 


Re:
Invitation to serve as a Member of the Board of Directors of INX Ltd. 


 


Dear
Haim,


 


We
are pleased to invite you to serve as a member of the Board of Directors (the “Board”) of INX Ltd., a company
incorporated under the laws of Gibraltar (the “Company”), under the terms set forth below:


 


	1.	As
                                         a member of the Board you will (the “Services”):



 


	 	●	assist, guide and contribute
    from your expertise in steering the Company’s operations;


 


	 	●	agree
    to the use of your credentials, photo and bio on the Company’s website and other promotional and marketing materials
    at the sole discretion of the Company (including without limitation, in connection with the regulated public offering of Tokens
    contemplated by the Company (the “RCO”) and all other commercial and technological activities and operations of
    the Company and its affiliates);


 


	 	●	assist
    the Company in developing key contacts, including with potential clients, business partners, and investors, for its benefit
    to accelerate and further enable its R&D, business development, marketing and financing efforts using your professional
    experience, knowledge, and business and personal contacts;


 


	 	●	support
    the Company in its interactions with third parties such as potential strategic partners that can help accelerate development
    of fund raising activities to support the execution of the Company’s R&D plan, business development operations and
    financing efforts;


 


	 	●	participate
    in various meetings of the Board and its committees, in person or via remote communication, as shall be instructed by the
    Board (which are expected to be held by phone on a monthly basis and in person or via video conference on a quarterly basis).
    In addition, the Company wishes that you will be available for ongoing consultation on a regular basis. Provided that such
    consultation shall consist of no less than: (i) ten (10) hours per calendar month; or (ii) sixty (60) hours per each consecutive
    period of six (6) calendar months;


 


	 	●	assist
    the Company in presenting relevant information during marketing meetings with prospective strategic clients, as well as in
    meetings with prospective investors and strategic partners;


  






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	2.	In
    consideration for the Services you will be paid a monthly fee (the “Fee”) in the amount of US$ 1,000, which
    will be paid within 14 days following the end of each calendar month of Services against a valid invoice. Additionally, upon
    and subject to the RCO Effective Date, you will be entitled to the right to purchase 350,000 INX Tokens generated and issued
    by the Company (the “Tokens”) in consideration for US$ 0.01 per each Token and to a monthly issuance of
    3,500 Tokens per month of Services following the RCO Effective Date, in consideration for US$ 0.01 per each Token. For the
    purpose of this Letter, the RCO Effective Date shall mean: 6 months after declaration by the SEC of the effectiveness of the
    RCO.


 


	3.	The
    Company will reimburse you for all necessary and reasonable travel and business expenses you incur in connection with your
    duties as a member of the Board, provided that such expenses have been approved by the Company in advance and are properly
    itemized and documented, and according to applicable Company policies from time to time.


 


	4.	You
    shall be solely responsible to pay all taxes, levies, social benefits, insurance payments and any other payments required
    by law in connection with your engagement with the Company (including, inter alia, in connection with the Fee and the
    Tokens) provided, however, that the Company shall be entitled to withhold, deduct or set-off any amounts due, as may be required
    by, and subject to, applicable law, from any payments due to you hereunder (including the Tokens) or in connection with this
    Letter.


 


	5.	As
    a member of the Board, you will be covered by the directors’ and officers’ insurance policy of the Company (pursuant
    to the terms thereof).


 


	6.	It
    is hereby clarified that you shall perform the Services as an independent contractor (and not as an agent, employee or representative
    of the Company).


 


	7.	The
    Company’s technology, trade secrets, business plans, financial information and any other proprietary information, including
    technical, business and financial information provided to you by the Company (“Confidential Information”)
    shall be kept in strict confidence and you shall be subject to the following obligations:


 


	 	●	You
    shall use the Confidential Information received solely in furtherance of the business of the Company;
	 	 	 
	 	●	You
    shall further refrain from copying or disclosing to any third party, the Confidential Information received, except with the
    Company’s prior written consent; and
	 	 	 
	 	●	Upon
    the written request of the Company, promptly destroy or return any and all copies on any media containing such Confidential
    Information, except that you may keep one (1) copy thereof for the purpose of complying with the terms of this Letter.


  






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The
confidentiality obligations of this Letter shall not apply to any information that you can document (a) is already in the public
domain through no breach of this Letter; (b) was, as between the parties, lawfully in your possession prior to receipt from the
Company; (c) is independently developed by you without use of the Confidential Information; or (d) you are obligated to produce
pursuant to an order of a court of competent jurisdiction or a valid administrative or Congressional subpoena, provided that you
promptly notify Company and cooperate reasonably with Company’s efforts to contest or limit the scope of such order.


 


No
patent, copyright, trademark or other proprietary right or license is granted by this Letter or the disclosure of the Confidential
Information.


 


This
confidentiality undertaking shall be perpetual, until such time as the Confidential Information shall have become public domain
through no fault by you.


 


	8.	All
    intellectual property rights made by you in and during the performance of the Services or directly result from the Confidential
    Information shall be sole property of the Company.


 


	9.	The
    Company shall be entitled to disclose the fact that you are a member of the Board at any time and refer any potential investor
    in the Company to you.


 


	10.	This
    Letter shall be exclusively governed by and construed in accordance with the laws of Gibraltar.


 


	11.	This
    Letter shall be in effect as of September 1, 2018 and may be terminated by either the Company or yourself at any time and
    for any reason, upon written notice with immediate effectiveness.


 


Sincerely
yours,


 


INX Ltd.


 


Agreed
and Accepted:


 


	/s/
    Haim Ashar	 
	Haim
    Ashar	 


   


 


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