Exhibit 10.6

                        ATOMICA ISRAEL TECHNOLOGIES LTD.

                              AMENDED AND RESTATED

                              EMPLOYMENT AGREEMENT

         This Amended and Restated  Agreement (the  "Agreement") is entered into
by and between  Atomica Israel  Technologies  Ltd. (the "Company") and Robert S.
Rosenschein (the "Employee") as of the 1st day of January,  2002 (the "Effective
Date"), and amended and restated as of January 8, 2004.

         WHEREAS,  Employee  has  previously  been  employed  by the  Company as
President; and

         WHEREAS,  the Company desires to employ Employee as its Chief Executive
Officer ("CEO"), and Employee desires to accept such employment; and

         WHEREAS  the  parties  desire  and  agree to enter  into an  employment
relationship by means of this Agreement;

         NOW  THEREFORE in  consideration  of the promises and mutual  covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which is hereby  acknowledged,  it is  mutually  covenanted  and
agreed by and among the parties as follows:

         1.       POSITION AND DUTIES.

                  (a) POSITION AND DUTIES. Employee shall be employed, as of the
Effective Date, as CEO of the Company,  reporting to the Board of Directors (the
"Board") of Atomica  Corporation  ("Parent") and assuming and  discharging  such
responsibilities  as are commensurate with Employee's  position.  Employee shall
perform his duties  faithfully  and to the best of his ability and shall  devote
his full business time and effort to the  performance  of his duties  hereunder.
Notwithstanding the foregoing,  Employee may serve on the boards of directors of
other entities and engage in charitable,  religious or other activities  outside
of his employment with the Company, so long as such activities do not materially
interfere  with his duties to the Company.  In  addition,  at the request of the
Company, the Employee shall serve as the executive or other officer of companies
which are parent or subsidiary  companies of, or otherwise  affiliated with, the
Company.

                  (b) NATURE OF DUTIES.  The  Employee's  duties shall be in the
nature  of  management  duties  that  demand a  special  level of  loyalty  and,
accordingly, the Israeli Law of Work Hours and Rest 5711-1951 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 custom
or  practice  of the  Company  in  respect  of any of  its  other  employees  or
contractors.

         2.       TERM.  The term of this  Agreement  shall  be five  (5)  years
measured from the Effective Date.  Thereafter,  the term of this Agreement shall
automatically  be extended for one or more  additional  two year periods  unless
either party gives the other no less than ninety (90) days prior written notice.

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         3.       COMPENSATION.

                  (a) BASE  SALARY.  For all services to be rendered by Employee
pursuant to this  Agreement,  Employee  shall receive an annual base salary from
the Company of $180,000, payable monthly in accordance with the Company's normal
payroll practices.  At Employee's option,  Employee shall receive payment of the
aforesaid base salary in the New Israeli Shekel ("NIS") equivalent as determined
by the  Representative  Rate of Exchange of the MS as  published  by the Bank of
Israel on the date of payment. Employee shall receive a ten percent (10%) annual
base salary increase at the end of each full year of employment  during the term
of this Agreement.

                  (b)  ACCRUAL.  Pursuant to the terms of this  Agreement  as in
effect prior to its amendment and restatement,  the Company has accrued deferred
base salary of the  Employee  payable  from and after May 1, 2001 (the  "Accrued
Amount").  The Accrued  Amount  shall be paid in full only if and when  Parent's
cash reserves exceed $8,000,000.

                  (c) BONUS.  Beginning with the Company's  current fiscal year,
and for each fiscal year thereafter during the term of this Agreement,  Employee
shall be eligible to receive an annual bonus based on Employee's performance, to
the extent such bonus, if any, is approved by the Board in its sole discretion.

                  (d) NO COST OF LIVING INCREASES. The linkage of the salary set
forth in subparagraph  (a), above, to the United States dollar is in lieu of any
generally-applicable increases, whether the statutory cost of living increase in
Israel ("TOSEFET YOKER") or any other  industry-wide  increase applicable as the
result  of  collective  bargaining  agreements  or other  order  of the  Israeli
Ministry  of Labor  and  Welfare  (such as  TZAVEI  HARHAVA).  By  signing  this
Agreement  and  accepting   employment  pursuant  to  its  terms,  the  Employee
represents that he will not claim any such increase.

                  (e)  VACATION.  Employee  shall  initially  be  entitled to 18
working days paid vacation annually, adding 1 day for each year of employment up
to the legal  maximum in Israel,  and sick leave in accordance  with  applicable
legal requirements as reflected in the Employment Policy (attached).

                  (f) TELEPHONE. The Company shall pay or reimburse the Employee
for the costs of .a telephone  line  installed at his home and for the telephone
charges billed thereto  during the term of his  employment  after  deducting the
cost of the Employee's personal calls.

         4.        OTHER BENEFITS.

                  (a) MANAGER'S INSURANCE.  The Company shall effect a Manager's
Insurance Policy (the "Policy") in the name of the Employee, and shall pay a sum
equal to 15.83% of the  Employee's  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 2.5% on account of disability pension payments. The Company
shall  deduct  5% from the  Employee's  base  salary to be paid on behalf of the
Employee  towards such Policy.  Payments by the Company towards the Policy under
this Section 4(a) shall be in lieu of any statutory obligations to pay severance
pay,  subject to the approval of the  Minister of Labor under  Section 14 of the
Israeli Severance Pay Law 5723-1963.

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The figures  specified in this Section 4(a) above shall be amended in accordance
with any amendment to the maximum allowances permitted or deductions required by
the provisions of any relevant law.

                  (b) FURTHER EDUCATION FUND  CONTRIBUTIONS.  The Employee shall
be  entitled  to join a  continuing  education  fund  (KEREN  HISHTALMUT)  to be
calculated on his/her base salary,  whereby 2.5% of his/her base salary shall be
deducted  and paid and the Employer  shall  contribute  7.5%,  up to the maximum
non-taxable amount.

                  (c)  RECUPERATION  PAY.  The  Employee  shall be  entitled  to
Recuperation Pay (DMEI HAVRA'A) in accordance with Israeli Law.

         5.       EXPENSES.  The Company shall reimburse Employee for reasonable
travel,  entertainment or other expenses incurred by Employee in the furtherance
of or in connection  with the  performance of Employee's  duties  hereunder,  in
accordance  with the Company's  expense  reimbursement  policy as in effect from
time to time.

         6.       SEVERANCE.

                  (a) INVOLUNTARY TERMINATION. If Employee's employment with the
Company  terminates by reason of an Involuntary  Termination  during the term of
this Agreement,  Employee shall be entitled to receive a lump-sum  payment equal
to  $150;000,  no matter how much time  remains  in the term of this  Employment
Agreement,  [less the amount of the severance pay portion of the Policy.  In the
event that the severance  amount payable to Employee under the Policy is greater
than  $150,000;  then Employee  shall be entitled to the entire  amount  payable
under the Policy,  but to no additional  severance  under this Section 6(a)]. If
Employee's  employment  terminates because of death or Disability,  Employee (or
his heirs) will receive a lump-sum payment equal to six (6) months of his annual
base  salary  in effect at the time of  termination.  Notwithstanding  any other
provision  of this  Agreement,  Employee  shall  not be  entitled  to any  other
severance pay or other benefits upon his  termination  from  employment with the
Company, except for those benefits described in this Section 6.

                  (b) OTHER TERMINATION. If Employee's employment terminates for
Cause  or  if  Employee   voluntarily  resigns  other  than  in  an  Involuntary
Termination,  then Employee shall not be entitled to receive severance  benefits
under this Section 6 but shall only be entitled to  severance  pay in the amount
required by law (subject to the provisions of section 6(c) below).

                  (c) TRANSFER OF THE POLICY. The Company and Employee agree and
acknowledge that in the event the Company  transfers  ownership of the Policy to
the  Employee,  then the severance  portion  thereof  shall  constitute  payment
towards any  severance  pay the  Company may be required to pay to the  Employee
pursuant  to the  Severance  Pay Law  5727-1963.  Upon  the  termination  of the
Employee's employment with the Company, other than for Cause, the Policy and the
Further Education Fund shall be automatically assigned to the Employee.

         7.       COVENANT NOT TO COMPETE. Employee acknowledges that the nature
of the Company's  business is such that if Employee were to become  employed by,
or substantially involved in, the business of a competitor of the Company during
the term of this  Agreement and

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for  the  twenty-four  (24)  months  following  the  termination  of  Employee's
employment with the Company,  it would be very difficult for the Employee not to
rely on or use the Company's trade secrets and confidential  information.  Thus,
to  avoid  the  inevitable   disclosure  of  the  Company's  trade  secrets  and
confidential  information,  during  the  term  of  this  Agreement  and  for the
twenty-four (24) months following the termination of Employee's  employment with
the Company, Employee agrees not to directly or indirectly engage in (whether as
an employee, consultant,  proprietor,  partner, director or otherwise), nor have
any ownership interest in or participate in the financing, operation, management
or control of, any person, firm., corporation or business that competes with the
business the Company was pursuing or had documented  concrete plans to pursue at
the time of the  termination of the Employee's  employment,  or is a customer of
the Company at the time of the  termination  of the Employee's  employment.  The
foregoing restrictions shall not preclude Employee from purchasing, receiving or
holding  (directly or indirectly)  solely as a passive  investment 5% or less of
the outstanding stock, other securities or other equity participation  interests
of any entity.

         8.       COVENANT  NOT TO SOLICIT.  During the term of this  Agreement,
and for a period  of  twenty-four  (24)  months  thereafter,  Employee  will not
directly or indirectly:

                  (a) Solicit, encourage, recruit or take any other action which
is intended to induce any other employee,  independent  contractor,  customer or
supplier of the Company or any  affiliated  corporation to terminate his, her or
its relationship with the Company or any affiliated corporation; or

                  (b) Interfere in any manner with the contractual or employment
relationship between the Company or any affiliated corporation and any employee,
independent  contractor,  customer or supplier of the Company or any  affiliated
corporation.

         9.       DEFINITIONS.

                  (a) CAUSE.  "Cause"  shall mean the  occurrence  of any one or
more of the following:  (i) Employee's  misconduct which materially  injures the
Company;  (ii)  Employee's  conviction  by, or entry of a plea of guilty or nolo
contendere in, a court of competent jurisdiction for any crime which constitutes
a felony in the jurisdiction  involved; or (iii) gross negligence by Employee in
the scope of Employee's services to the Company.

                  (b) INVOLUNTARY TERMINATION.  "Involuntary  Termination" shall
mean (i) without the Employee's express written consent, a material reduction in
Employee's duties,  position or responsibilities with the Company and its parent
and  subsidiary   corporations  relative  to  Employee's  duties,   position  or
responsibilities  in  effect  immediately  prior  to such  reduction,  provided,
however,  that a reduction  in duties,  position or  responsibilities  solely by
virtue of the Company  being  acquired and made part of a larger entity (as, for
example, when the President of the Company remains as such following a Change of
Control but is not made the  President of the acquiring  corporation)  shall not
constitute an "Involuntary Termination"; (ii) without Employee's express written
consent,  a reduction of the facilities and perquisites  (including office space
and location) available to Employee  immediately prior to such reduction;  (iii)
without  Employee's  express  written  consent,  a  reduction  by the Company of
Employee's  base  salary  (as set  forth in  Section  3) or kind or level of his
employee benefits in effect  immediately  prior to

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such reduction;  (iv) without the Employee's written consent,  the relocation of
the  Employee  to a facility or location  more than fifty (50)  kilometers  from
Jerusalem,  Israel:  (v) any  purported  termination  of Employee by the Company
without  Cause:  or (vi) the failure of the Company to obtain the  assumption of
this Agreement by any successors contemplated by Section 11 below.

                  (c) DISABILITY.  "Disability" shall be deemed to have occurred
if the Employee is unable,  due to any physical or mental  disease or condition,
to perform his normal duties of employment for 120 consecutive  days or 180 days
in any twelve month period.

         10.      RIGHT TO ADVICE OF COUNSEL.  Employee acknowledges that he has
had the right to consult with his own separate  legal counsel and is fully aware
of his rights and obligations under this Agreement.

         11.      SUCCESSORS.

                  (a)  COMPANY'S  SUCCESSORS.   Any  successor  to  the  Company
(whether   direct  or  indirect   and  whether  by  purchase,   lease,   merger,
consolidation,  liquidation  or  otherwise) to all or  substantially  all of the
Company's  business  and/or  assets  shall  assume  the  obligations  under this
Agreement and agree expressly to perform the obligations under this Agreement in
the same  manner and to the same  extent as the  Company  would be  required  to
perform such obligations in the absence of a succession.  For all purposes under
this Agreement,  the term "Company," as applicable,  shall include any successor
to the  Company's  business  and/or  assets  which  executes  and  delivers  the
assumption  agreement described in this subsection (a) or which becomes bound by
the terms of this Agreement by operation of law.

                  (b) EMPLOYEE'S SUCCESSORS.  Without the written consent of the
Company,  Employee  shall not assign or transfer this  Agreement or any right or
obligation  under this Agreement to any other person or entity.  Notwithstanding
the foregoing,  the terms of this Agreement and all rights of Employee hereunder
shall inure to the benefit of, and be  enforceable  by,  Employee's  personal or
legal   representatives,    executors,   administrators,    successors,   heirs,
distributees, devisees and legatees.

         12.      NOTICE CLAUSE.

                  (a) MANNER.  Any notice  hereby  required or  permitted  to be
given shall be  sufficiently  given if in writing and upon mailing by registered
or certified mail, postage prepaid, to either party at the address of such party
or such other address as shall have been  designated  by written  notice by such
party to the other party.

                  (b) EFFECTIVENESS.  Any notice or other communication required
or  permitted to be given under this  Agreement  will be deemed given on the day
when delivered in person, or the eighth [US - Israel] business day after the day
on which such notice was mailed in accordance with Section 12(a).

         13.      GOVERNING  LAW.  This  Agreement  shall  be  governed  by  and
construed in accordance with the internal  substantive  laws, but not the choice
of law rules, of the State of Israel.

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         14.      SEVERABILITY.  The  invalidity.  or  unenforceability  of  any
provision of this Agreement,  or any terms hereof; shall not affect the validity
or enforceability of any other provision or term of this Agreement.

         15.      INTEGRATION.  This Agreement  represents the entire  agreement
and  understanding  between  the  parties as to the  subject  matter  herein and
supersedes all prior or contemporaneous agreements,  whether written or oral. No
waiver,  alteration,  or modification of any of the provisions of this Agreement
shall be binding unless in writing and signed by duly authorized representatives
of the parties hereto.

         16.      TAXES.  All payments made pursuant to this Agreement  shall be
subject to withholding of applicable income and employment taxes.

         17.      INDEMNIFICATION.  The Company  shall take  whatever  steps are
necessary to indemnify its officers, including, but not limited to the Employee,
to the maximum extent permitted by law.

         18.      RESERVE  DUTY.  The  Employee  shall  continue  to receive the
salary  provided for hereunder  during  periods of military  reserve,  duty. The
Employee  hereby  assigns  and  undertakes  to pay to the  Company  any  amounts
received from the National  Insurance  Institute of Israel as  compensation  for
such reserve duty service.

         IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officers,  as of the day and year
first above written.

                                    ATOMICA ISRAEL TECHNOLOGIES, LTD.


                                    By:/s/ Steven Steinberg

                                    Title: CFO, Atomica Corporation

                                    EMPLOYEE


                                    /s/ Robert S. Rosenschein
                                    Robert S. Rosenschein

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                                                                    Exhibit 10.6

       January 29, 2004



       Vertical Ventures
       641 Lexington Avenue
       New York, NY 10022


       Gentlemen:


       Atomica Corporation represents that as of December 31, 2003, the
       Company's balance sheet includes $61,000 in deferred compensation to
       Robert Rosenschein. This relates to the period beginning May 2001 and
       ending November 2003. Beginning December 2003, we are no longer accruing
       deferred compensation, as this is no longer a feature of his contract.


       Regards,


       /s/ Steven Steinberg

       Steven Steinberg
       CFO