PCMT
      Corporation

    4
      Nafcha Street

    Jerusalem,
      Israel 95508

    (972)
      500-1128

    


    October
      18, 2007

    


    Strictly
      Confidential

    


    Mr.
      Shabtai Shoval

    Chief
      Executive Officer

    Suspect
      Detection Systems Ltd.

    31
      Habarzel Street

    Tel
      Aviv
      Israel

    


    
      	
            	Re:	
              Due
                Diligence of SDS Technology

            


    

    


    Dear
      Mr.
      Shoval:

     

    PCMT
      Corporation (“PCMT”) appreciates the opportunity to discuss with Suspect
      Detection Systems Ltd. (“SDS”) a potential transaction on terms and conditions
      to be negotiated. In order to pursue our interest in SDS, PCMT would like to
      conduct a due diligence review of SDS and its technology. Accordingly, the
      parties agree as follows:

    


    1.    Due
      Diligence.
      SDS and
      its representatives shall enable the officers, accountants, counsel, bankers
      and
      other representatives of PCMT access to its properties, books, records,
      personnel, business and other relationships, and will fully cooperate in order
      that PCMT shall have full opportunity to make such investigation as it desires
      to make.

    


    2.    Payments
      to SDS.
      Upon
      execution of this letter agreement, and on each of November 11th
      and
      December 11th,
      PCMT
      shall pay SDS the sum of US $20,000.

    


    3.    Exclusivity. In
      consideration hereof, SDS shall not, directly or indirectly, through any
      director, officer, member, manager, employee, agent, creditor, representative
      or
      otherwise (and each of said parties shall use reasonable efforts to insure
      such
      persons shall not directly or indirectly) (i) solicit, initiate or encourage
      the
      submission of inquiries, proposals or offers from any person or entity relating
      to (x) any business combination with respect to SDS or the business or assets
      of
      SDS; or (y) the sale of any of the assets and/or securities of SDS (an
      "Alternative Transaction"), (ii) enter into or participate in any
      negotiations, or initiate any discussions or continue any discussions initiated
      by others, regarding any Alternative Transaction, or furnish to any other person
      or entity any information with respect to the assets or business of SDS or
      its
      business for the purposes of pursuing a possible Alternative Transaction with
      any other party, or (iii) otherwise participate in, assist, facilitate or
      encourage any effort or attempt by any other person or entity to do any of
      the
      foregoing. SDS shall promptly notify PCMT of any proposal or inquiry made to
      it
      or any of its directors, officers, members, managers, creditors, employees,
      agents, representatives, or otherwise with respect to any of the
      foregoing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.    Confidentiality. Except
      as
      required by applicable law, neither party shall disclose nor permit its
      officers, representatives, agents or employees to discuss the existence or
      terms
      of this letter agreement to any third party.

    


    5.    Binding
      Effect; Termination.
      The
      parties agree to negotiate in good faith the terms and conditions of the
      definitive agreements with respect to a potential transaction. The parties
      will
      use their best efforts to effectuate the closing of a transaction on or before
      ________, 2007; provided,
      however,
      that
      this letter agreement will terminate upon written notice by PCMT to SDS at
      any
      time prior thereto at which point the parties shall no longer have any rights
      or
      obligations with respect to this agreement.

    


    6.    Governing
      Law. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York applicable to agreements made and to be performed therein
      without giving effect to conflict of law principles. 

    


    7.    Binding
      Effect.
       This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns.

    


    8.    Counterparts.
      This
      Agreement may be executed in counterparts and by facsimile, each of which shall
      be deemed an original, but all of which together shall constitute one and the
      same instrument. 

    


    If
      the
      foregoing accurately sets forth our agreement, please execute where indicated
      below and return a fully executed copy of this letter agreement to our
      attention, whereupon it shall become a valid and binding agreement between
      us in
      accordance with the terms hereof.

     

    
      	 	 	 
	 	Very
              truly
              yours,
	 	 
	 	PCMT CORPORATION 
	 	 
	 
 	 
 	 
 
	 	By:  	
              /s/
                Nachman Shlomo Kohen

            
	 	
              

              Name:
                Nachman
                Shlomo Kohen

            
	 	
              Title:
                Chief
                Executive Officer

            


    

     

    AGREED
      TO
      AND ACCEPTED

    AS
      OF
      THIS 18th DAY OF OCTOBER, 2007: 

    SUSPECT
      DETECTION LTD.

     

    
      By: 
        /s/
        Shabtai Shoval

      Name:
        Shabtai Shoval

      
        Title:
          Chief Executive Officer