GURANTEE
AGREEMENT


     

    This
Agreement (the “Agreement”) is entered into by
the signatories hereto in connection with the employment agreement (the “Employment Agreement”), dated
January 20, 2009 by and between Suspect Detection Systems (S.D.S) Ltd. (“SDS”), a company organized
under the laws of the State of Israel, and Mr. Shabtai Shoval (“Shoval”).

     

    
      	
              1.

            	
              The
      undersigned, PCMT Corporation (“PCMT”), a Delaware
      corporation, hereby irrevocably guarantees the performance by SDS of all
      its Obligations (as defined below) under the Employment
      Agreement.

            


    

     

    
      	
              2.

            	
              For
      purposes of this Agreement, Obligations shall mean any and all obligations
      owing by SDS to Shoval pursuant to the terms of the Employment Agreement,
      including but not limited to the payment of salary, social benefits and
      other benefits due and payable by SDS pursuant to sections 6 and 10-17 of
      the Employment Agreement.

            


    

     

    
      	
              3.

            	
              PCMT
      hereby undertakes to pay Shoval forthwith upon demand any sum which SDS
      fails to pay to Shoval under its Obligations in accordance with, and
      subject to, the terms of the Employment Agreement, provided that Shoval
      first shall have delivered a written demand for payment of such sum to
      SDS, with copies to PCMT, and such sum remains
  unpaid.

            


    

     

    
      	
              4.

            	
              If
      a tax, deduction, withholding or governmental charge is required by law
      with respect to any payment by PCMT hereunder, PCMT shall procure that
      such tax, deduction, withholding or government charge be made, provided
      that payments to be made by PCMT hereunder shall be made in such amounts
      such that the net amount thereof to be received by Shoval shall equal the
      same net amount as would be received by Shoval as if such amount was paid
      by SDS to Shoval. For the removal of doubt, provided payment of any amount
      to be made by PCMT hereunder shall not suffer any delay, subject to
      applicable law, PCMT may procure that such payment is made by
      SDS.

            


    

     

    
      	
              5.

            	
              No
      party may assign its rights or obligations under this
      Agreement.

            


    

     

    
      	
              6.

            	
              This
      Agreement may be executed simultaneously in any number of counterparts
      (including by facsimile), each of which shall be deemed an original but
      all of which together shall constitute one and the same
      instrument.

            


    

     

    
      	
              7.

            	
              This
      Agreement may not be amended, modified, altered or supplemented other than
      by means of a written instrument duly executed by each of the parties
      hereto.

            


    

     

    
      	
              8.

            	
              All
      notices, requests and other communications required or permitted hereunder
      to be given to a party to this Agreement shall be in writing and shall be
      delivered by courier or other means of personal service, or mailed first
      class, postage prepaid, by certified mail, return receipt requested, in
      all cases, addressed to such party’s address as set forth in Annex 1 hereto
      or at such other address as the party shall have furnished to each other
      party in writing in accordance with this
  provision.

            


    

     

    Any
notice sent in accordance with this Section shall be effective: (i) if mailed,
three (3) business days after mailing (or ten (10) business days if the address
to which such notice is addressed is not in the same country in which such
notice is mailed) and (ii) if sent by messenger, upon delivery. “Business days”
shall mean a day, other than a Saturday or Sunday, on which clearing banks in
Israel and in New York are generally open for business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              9.

            	
              This
      Agreement shall be construed in accordance with, and governed in all
      respects by the internal laws of Israel (without giving effect to the
      principles of conflicts of laws). The competent courts of Tel Aviv shall
      have exclusive jurisdiction upon any dispute arising hereunder and each of
      the parties hereby consents to the jurisdiction of such courts (and of the
      appropriate appellate courts therefrom) in any such suit, action or
      proceeding and irrevocably waives, to the fullest extent permitted by law,
      any objection which it may now or hereafter have to the laying of the
      venue of any such suit, action or proceeding in any such court or that any
      such suit, action or proceeding which is brought in any such court has
      been brought in an inconvenient forum. Process in any such suit, action or
      proceeding may be served on any party anywhere in the world, whether
      within or without the jurisdiction of any such
  court.

            


    

     

    IN
WITNESS WHEREOF, the undersigned, intending to be legally bound have signed this
Agreement, this 20th day of
January 2009.

     

    
      
        
          
            
              	
                      PCMT
      CORPORATION

                    	 
      	 
      	 
      
	
                      By:

                    	
                        /s/ Asher Zwebner

                    	 
      	 
      	
                       /s/ Shabtai Shoval

                    	 
      	 
      
	
                      Title:
      Interim CEO and CFO

                    	 
      	
                      SHABTAI
      SHOVAL

                    	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      SUSPECT
      DETECTION SYSTEMS (SDS) LTD.

                    	 
      	 
      	 
      
	
                      By:

                    	
                      /s / Shabtai Shoval

                    	 
      	 
      	 
      	 
      
	
                      Title:
      CEO

                    	 
      	 
      	 
      


            

          

        

      

    

     

    
      
         

      

      
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    Annex 1 – Addresses of the
Parties

     

    PCMT

    PCMT
Corporation

    4 Nafcha
Street

    Jerusalem,
Israel

    95508

    


    SDS

    Suspect
Detection Systems Ltd.

    25 Bazel
Street, Petach Tikva, Israel

    


    Shabtai
Shoval

    Shabtai
Shoval

    121
Habsor St.

    Shoham,
Israel

     

    
      
         

      

      
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