PCMT
      CORPORATION

    4
      Nafcha Street

    Jerusalem,
      Israel 95508

    (972)
      500-1128

     

    
      	 	
              November
                14,
                2007

            


    

    


    Strictly
      Confidential

    


    Mr.
      Shabtai Shoval

    Chief
      Executive Officer

    Suspect
      Detection Systems Ltd.

    31
      Habarzel Street

    Tel
      Aviv
      Israel

    


    
      	 	
              Re:

            	
              Letter
                of Intent between PCMT Corporation and Suspect Detection Systems
                Ltd.

            


    

    


    Dear
      Sir/Madam:

    


    This
      letter hereby sets forth the non-binding intent with respect to the proposed
      acquisition by the undersigned, PCMT Corporation, a Delaware corporation
      (“PCMT”), of all of the issued and outstanding capital stock of Suspect
      Detection Systems Ltd., an Israeli corporation (“SDS”), in consideration for no
      less than 28,600,000 shares of common stock of PCMT, representing no less than
      31% of the issued and outstanding share capital of PCMT subjected to the federal
      trading rules of the USA. 

    


    The
      proposed terms of the Transaction are as follows: 

    


    1.    Definitive
      Agreement.
      Consummation
      of the Transaction as contemplated hereby will be subject to the negotiation
      and
      execution of a mutually satisfactory definitive
      share exchange agreement or merger agreement
      (the
“Definitive Agreement”), setting forth the specific terms and conditions of the
      Transaction. The execution of the Definitive Agreement by both parties is
      subject to approval by the Board of Directors, approval by all the shareholders
      of SDS, and the completion by PCMT of a satisfactory review of the legal,
      financial and business condition and prospects of SDS. The
      parties will use their reasonable best efforts to negotiate in good faith the
      Definitive Agreement, which will contain, among other standard terms and
      conditions, the following provisions:

    


    
      	 	
              (a)

            	
              In
                consideration for the transfer of all of the issued and outstanding
                shares
                of SDS to PCMT, PCMT will issue no less than 28,600,000 PCMT shares
                to SDS
                shareholders, which amount will constitute no less than 31% of the
                issued
                and outstanding shares of common stock of PCMT.


            


      	 	 	 


    

    
      	 	
              (b)

            	The closing of the Transaction shall take place
              after
              PCMT has raised a minimum of $500,000 as contemplated by its $1,440,000
              offering as approved by the board of directors of PCMT. If there is
              a
              Closing of the Transaction, the proceeds from the offering will be
              coordinated between the Company and Mr. Shabtai
              Shoval.


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	 	
              (c)

            	
              Any
                necessary third-party consents shall be obtained prior to Closing
                Date,
                including but not limited to any consents required to be obtained
                from
                PCMT’s and SDS’s respective lenders, creditors, vendors and
                lessors.

            


    

    


    
      	 	
              (d)

            	
              PCMT
                shall be reasonably satisfied with the accounting treatment of the
                Transaction for accounting and financial statement purposes, including
                without limitation the receipt of audited financial statements of
                SDS in
                accordance with applicable rules to the Securities and Exchange
                Commission.

            


    

    


    2.    Conduct
      of Business.
      Prior
      to the execution of a Definitive Agreement and the closing of the Transaction,
      SDS will conduct its operations in the ordinary course consistent with past
      practice and will not issue any capital stock, warrants, options or other rights
      or commitments of any character to subscribe for purchase from SDS, or
      obligating SDS to issue, any shares of any class of the capital stock of SDS
      or
      any securities convertible into or exchangeable for such shares, in each case,
      other than as required under the Definitive Agreement nor will SDS make any
      distributions, dividends or other payments to any affiliate or
      shareholders.

    


    3.    Public
      Announcements.
      Neither
      party will make any public disclosure concerning the matters set forth in this
      letter of intent or the negotiation of the proposed Transaction without the
      prior written consent of the other party, which consent shall not be
      unreasonably withheld. If and when either party desires to make such public
      disclosure, after receiving such prior written consent, the disclosing party
      will give the other party an opportunity to review and comment on any such
      disclosure in advance of public release. Notwithstanding the above, to the
      extent that either party is advised by counsel that disclosure of the matters
      set forth in this letter of intent is required by applicable securities laws
      or
      to the extent that such disclosure is ordered by a court of competent
      jurisdiction or is otherwise required by or in accordance with the law, then
      such disclosing party will provide the other party, if reasonably possible
      under
      the circumstances, prior notice of such disclosure as well as an opportunity
      to
      review and comment on such disclosure in advance of the public
      release.

    


    4.    Confidentiality
      Agreement.
      Except
      as required by applicable law or for the purpose of enhancing this Letter of
      Intent and the Transaction , neither party shall disclose nor permit its
      directors, representatives, officers, employees and advisors, including
      accountants and legal advisors, who receive transaction information to discuss
      the terms of this letter of intent.

    


    5.    Exclusivity.
      In
      consideration hereof and the mutual covenants and agreements contained herein,
      this letter of intent until the earlier of the closing of the Transaction or
      termination of this letter of intent in accordance with its terms, SDS, its
      officers, directors, employees, shareholders and other representatives will
      not,
      and will not permit any of their respective affiliates to, directly or
      indirectly, solicit, discuss, accept, approve, respond to or encourage
      (including by way of furnishing information) any inquiries or proposals relating
      to, or engage in any negotiations with any third party with respect to any
      transaction similar to the Transaction or any transaction involving the transfer
      of the controlling interest in the assets or capital stock of SDS, including,
      but not limited to, a merger, acquisition, strategic investment or similar
      transaction (“Acquisition Proposal”). SDS and its officers or their respective
      affiliates will immediately notify PCMT in writing of the receipt of any third
      party inquiry or proposal relating to an Acquisition Proposal and will provide
      PCMT with copies of any such notice inquiry or proposal. Notwithstanding the
      foregoing, nothing in this Section 5 will be construed as prohibiting the board
      of directors of SDS from (a) making any disclosure required by applicable law
      including to its shareholders; or (b) responding to any unsolicited proposal
      or
      inquiry to SDS (other than an Acquisition Proposal by a third party) by advising
      the person making such proposal or inquiry of the terms of this Section 5.
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6.    Termination.
      This
      letter of intent may be terminated (a) by mutual written consent of the parties
      hereto, (b) by either party (i) after 5:00 p.m. Eastern standard time on _______
      __, 2007 if a Definitive Agreement is not executed and delivered by the parties
      prior to such time, (ii) if the Transaction is enjoined by a court or any
      governmental body (including if consummation of the Transaction is enjoined
      pending approval by the shareholders of PCMT), (c) by PCMT, if PCMT, in its
      sole
      and absolute discretion, is not satisfied with the results of negotiations
      for
      the Transaction prior to the execution and delivery of the Definitive
      Agreement.

    


    7.    No
      Brokers.
      Each
      party represents and warrants to the other that there are no brokers or finders
      entitled to any compensation with respect to the execution of this letter of
      intent, and each agrees to indemnify and hold the other harmless from and
      against any expenses or damages incurred as a result of a breach of this
      representation and warranty.

    


    8.    Expenses.
      Each of
      the parties will be responsible for its own expenses in connection with the
      Transaction, including fees and expenses of legal, accounting and financial
      advisors. Not withstanding the above, PCMT shall participate and pay SDS up
      to
      the following amounts upon itemized invoices with respect thereto: (a) up to
      US$20,000 accountant's fee for obtaining the Israel Tax Authority approval
      (satisfactory to SDS) regarding the Transaction; and (b) up to US$15,000 legal
      fees. 

    


    9.    Choice
      of Law.
      This
      letter of intent shall be governed by and construed in accordance with the
      internal substantive laws of the State of New York.

    


    10.    Compliance
      with the Securities Laws.
      SDS
      acknowledges that it and its officers, directors, shareholders and employees
      and
      other representatives may, in connection with their consideration of the
      proposed Transaction, come into possession of material non-public information
      about PCMT. Accordingly, SDS will use reasonable efforts to ensure that none
      of
      its officers, directors, shareholders and employees or other representatives
      will trade (or cause or encourage any third party to trade) in any of the
      securities which they will receive as a result of the Transaction while in
      possession of any such material, non-public information.

    


    11.    Counterparts.
      This
      letter of intent may be executed in counterparts, each of which shall be deemed
      an original, but all of which together shall constitute one and the same
      instrument. Fax copies of signatures shall be treated as originals for all
      purposes.

     

    12.    Effect.
      It is
      understood that this letter of intent is not an offer or a contract but is
      only
      a letter of intent, notwithstanding anything contained herein or otherwise
      to
      the contrary, and no binding commitment of any nature whatsoever shall be
      implied by virtue hereof, except for the provisions set forth in Sections
2
      through
      12
      hereof.
      Except as stated in the immediately preceding sentence, (i) no binding agreement
      shall exist unless and until the Definitive Agreement has been executed and
      delivered by the parties, and then only as and to the extent stated therein,
      and
      (ii) the termination of this Letter of Intent and/or the negotiations for the
      proposed transaction prior to the execution and delivery of the Definitive
      Agreement for whatever reason shall not result in any obligation or liability
      of
      any party to the other. In addition, neither party shall have any obligation
      to
      continue discussions or negotiations if it determines that the Transaction
      is
      not in its best interests. Accordingly, each party may, in its sole discretion,
      abandon or terminate these discussions or any negotiations at any time or for
      any reason, without liability to itself for costs or expenses of any sort
      incurred by the other party in pursuing the transactions contemplated hereby.
      Further, this letter of intent does not bind any party to consummate any
      transaction, either on the terms outlined herein or on any other terms.
This
      letter of intent, together with the Letter Agreement dated October 18, 2007,
      by
      and between the parties, shall constitute the entire agreement by and among
      the
      parties to date with respect to the subject matter hereof and, collectively,
      supersedes any and all prior agreements and understandings, oral or written,
      with respect to such matters (if exist) which are hereby cancelled and null
      and
      void. Any change or amendment to this Letter of Intent shall be done in writing,
      executed by both parties otherwise it shall have no effect.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	
              Very
                truly yours,

               

              PCMT
                CORPORATION

              


              By:/s/
                Nachman Shlomo Kohen

              Name: Nachman
                Shlomo Kohen

              Title: President

            


    

    
 

    Agreed
      and Accepted:

    


    SUSPECT
      DETECTION SYSTEMS LTD.

    


    By:
      /s/
      Shabtai Shoval

    Name: Shabtai
      Shoval

    Title: Chief
      Executive Officer