PERSONAL EMPLOYMENT
AGREEMENT

     

    THIS
PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made and
entered into on this 20th day of
January, 2009, by and between Suspect Detection Systems (S.D.S) Ltd. (Company number
51-353475-0) of Shoham, Israel (the “Company”), and Shabtai
Shoval (I.D. No.
057076986) of Habsor St. 121, Shoham, Israel (the “Executive”, each of the
Company and Executive shall be referred to hereinafter as a “Party” and collectively the
“Parties”);

     

    WHEREAS, the Parties have
entered into an Employment Agreement, dated September 20, 2006, (the “Previous Employment
Agreement”); and

     

    WHEREAS, the Parties wish to
replace the Previous Employment Agreement in its entirety with this Agreement
and the Previous Employment Agreement shall be so replaced upon execution by
both Parties of this Agreement; and

     

    WHEREAS, the Company wishes to
continually employ the Executive, and the Executive wishes to continually be
employed by the Company pursuant to this Agreement, from the Commencement Date
(as such term is defined hereunder); and

     

    WHEREAS, the Parties desire to
set forth the terms and conditions of the Executive's employment by the Company,
as set forth below; and

     

    WHEREAS, it is acknowledged
that the Company’s parent company, PCMT Corporation (“PCMT”), has agreed to
guarantee the performance of all of the Company's obligations under this
Agreement but that such shall not relieve the Company in any way of performing
its obligations hereunder.

     

    NOW, THEREFORE, in
consideration of the mutual premises, covenants and other agreements contained
herein, the Parties hereby agree as follows:

     

    General

    


    1.           Position. The
Executive shall serve in the position described in Exhibit
A attached hereto and the Executive's duties and responsibilities shall
include but not be limited to those duties and responsibilities customarily
performed by a person in a position set forth in Exhibit
A. In such position, the Executive shall report regularly and shall be
subject to the direction and control of the Company's Board of Directors (the
“Board”). The Executive
shall perform his duties diligently, conscientiously and in furtherance of the
Company's best interests. The Executive agrees and undertakes to inform the
Company of any matter that may constitute a conflict of interest between the
Executive and the Company, immediately after becoming aware thereof. The
Executive shall comply with all the Company’s disciplinary regulations, work
rules, policies, procedures and objectives, as may be adopted by the Board from
time to time and shall keep and maintain the terms and conditions of this
Agreement in strict confidence.

    


    2.           Extent of Employment and
Additional Activities of Executive. The Executive shall devote the
necessary amount of time and attention to the business of the Company required
to perform his duties diligently, conscientiously and in furtherance of the
Company's best interests.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Notwithstanding
any of the provisions of this Agreement, the Parties hereto acknowledge that the
Executive has additional professional activities, including, but not limited to,
book publishing, TV productions, advance explosive radioactive detection
technologies, interests and board memberships in other companies and may
undertake new initiatives (the “Additional Activities”). The
Executive is entitled to pursue such Additional Activities provided that these
Additional Activities do not give rise to a conflict of interest with the
Company's business and that the Executive devotes the necessary amount of time
and attention to the business of the Company to perform his duties diligently,
conscientiously and in furtherance of the Company's best interests. Furthermore,
with respect to any Inventions (as defined in Exhibit
B hereto) resulting from the Executive's Additional Activities, if ever
any doubt shall arise as to the Executive’s rights or title in any of such
Inventions (as defined in Exhibit
B hereto) and it shall be asserted that the Company (or any of its
affiliates, other than the Employee), allegedly, is the owner of any such rights
or title, then the Company hereby irrevocably transfers and assigns in whole to
the Executive without any further royalty or payment any and all rights, title
and interest in any and all such Inventions.

    


    3.           Location. The
Executive shall perform his duties hereunder at the Company's facilities in
Shoham, Israel. Furthermore, the Executive understands that his position may
involve significant domestic and international travel and agrees to travel
abroad from time to time if and as may be required pursuant to the Executive's
position.

    


    4.           Executive's Representations
and Warranties. The Executive represents and warrants that the execution
and delivery of this Agreement and the fulfillment of its terms: (i) will not
constitute a default under or conflict with any agreement or other instrument to
which he is a party or by which he is bound; and (ii) do not require the consent
of any person or entity.

     

    Term of
Employment

     

    5.           Term. The Executive's
employment by the Company pursuant to this Agreement shall commence on the date
set forth in Exhibit
A (the "Commencement Date"), and shall continue
until it is terminated pursuant to the terms set forth herein.

    


    6.           Termination at Will.
Either Party may terminate the employment relationship hereunder at any time,
without the obligation to provide any reason or conduct any prior hearing, by
giving the other Party a prior written notice as set forth in Exhibit
A (the
"Notice
Period").

    For the
avoidance of doubt and without derogating from Section 8 (a) hereof, during the
Notice Period, the employer-employee relationship between the Company and the
Executive shall continue to apply and as such the Company shall continue to
provide the Executive with his full compensation package (including use of a
car, mobile phone etc.).

    


    Notwithstanding
the length of the Notice Period provided under Exhibit
A, it is hereby agreed that, if, pursuant to a decision of the Board, the
Company has reached the "zone of insolvency", then the Executive shall be
entitled to a Notice Period pursuant to the terms of applicable law, but no less
than thirty (30) days.

     

    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    (a) The Company and Executive agree and
acknowledge that the Company’s Severance Contribution to the Insurance Scheme in
accordance with Section 11 below, shall, provided contribution is made in full,
be instead of severance payment to which the Executive (or his beneficiaries) is
entitled with respect to the Salary upon which such contributions were made and
for the period in which they were made (the “Exempt Salary”), pursuant to
Section 14 of the Severance Pay Law 5713 – 1953 (the “Severance Law”). The Parties
hereby adopt the General Approval of the Minister of Labor and Welfare, which is
attached hereto as Exhibit
C. The Company hereby forfeits any right it may have in the reimbursement
of sums paid by the Company into the Insurance Scheme, except: (i) in the event
that Executive withdraws such sums from the Insurance Scheme, other than in the
event of death, disability or retirement at the age of 60 or more; or (ii) upon
the occurrence of any of the events provided for in Sections 16 and 17 of the
Severance Law. Nothing in this Agreement shall derogate from the Executive’s
rights to severance payment in accordance with the Severance Law or agreement or
applicable ministerial order including the General Approval of the Minister of
Labor and Welfare, as set forth in this Section 6, in the event contributions to
the Insurance Scheme in accordance with Section 11 below have not been made in
full or in connection with remuneration other than the Exempt Salary, to the
extent such remuneration exists.

    


    (b)
Notwithstanding the foregoing, (i) in the event that the Company terminates this
Agreement, other than for Cause pursuant to Section 7 below, prior to the
completion of a three (3) year period following the Commencement Date (the
“Secured Period”), in
addition to any amounts the Executive shall be entitled to according to the
Company's Severance Contribution to the Insurance Scheme or the Severance Law
and compensation during the Notice Period, upon the end of the Notice Period,
the Company shall pay the Executive a lump cash sum equal to the Package Value
(as defined below) multiplied by the number of months for which the Salary would
have been paid to the Executive during the period commencing from the end of the
Notice Period through the end of the Secured Period but for such termination
(the “Secured Period Parachute
Payment”), and (ii) in the event that the Executive terminates this
Agreement at any time after 1 (one) year following the Commencement Date or the
Company terminates this Agreement, other than for Cause pursuant to Section 7
below, following the end of the Secured Period, upon the end of the Notice
Period, the Company shall pay the Executive, in addition to any amounts the
Executive shall be entitled to according to the Company’s Severance Contribution
to the Insurance Scheme or the Severance Law and compensation during the Notice
Period, a lump cash sum equal to the Package Value multiplied by six (6) but for
such termination (the “Post
Parachute Payment”). “Package Value” means the
aggregate gross sum of Salary, the Company’s portion on account of the Insurance
Scheme, the Company’s Education Fund Contribution (as defined below) and the
Company’s gross costs (including in respect of any gross-up pursuant to Section
16) in respect of the Car (as defined below) and the mobile phone provided to
the Executive pursuant to Section 17, for the last month of the Notice Period
(however, the gross costs in respect of the Car and the mobile phone for these
purposes shall be deemed to be the average monthly gross costs therefor during
the six (6) month period prior to the end of the Notice Period).

    


    In the
event that the effective tax rate (including income tax, deductions on account
of national insurance, health tax) on the Secured Period Parachute Payment or
the Post Period Parachute Payment is higher than the effective tax rate
(including income tax, deductions on account of national insurance, health tax)
on the Executive’s Salary and other benefits under this Agreement for the last
month of the Notice Period, the Company shall gross-up the Secured Period
Parachute Payment or the Post Period Parachute Payment, as the case may be, so
that after making all required deductions on account of said taxes (including
deductions applicable to additional sums payable under this sentence) the
Executive receives an amount equal to the sums he would have received on account
of the Secured Period Parachute Payment or the Post Period Parachute Payment, as
the case may be, had the effective tax rate thereon been no higher than the
effective tax rate that would have been applicable to the Executive’s Salary and
other benefits under this Agreement for the last month of the Notice
Period.

     

    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    


    7.           Termination for
Cause. The Company may immediately terminate the employment relationship
for Cause, and such termination shall be effective as of the time of notice of
the same. "Cause" means
(a) conviction of any felony by the Executive involving moral turpitude
affecting the Company or its affiliates or any crime involving fraud; (b) action
taken by the Executive intentionally to materially harm the Company or its
affiliates; (c) embezzlement of funds of the Company or its affiliates by the
Executive; (d) falsification of the Company's or its affiliates’ records or
reports by the Executive; (e) any material breach of the Executive's fiduciary
duties or duties of care to the Company (except for conduct taken in good faith)
which, to the extent such breach is curable, has not been cured by Executive
within fifteen (15) days after its receipt of notice thereof from Company
containing a description of the breach or breaches alleged to have occurred; (f)
any material breach by the Executive of the Proprietary Information, Assignment
of Inventions and Non-Competition Agreement attached as Exhibit
B; (g) any material breach by the Executive of this Agreement which has
not been cured by Executive within fifteen (15) days after its receipt of notice
thereof from the Company containing a description of the breach or breaches
alleged to have occurred; and (h) any other act or omission by the Executive
that constitutes "cause" under the laws of the State of Israel or which
constitute circumstances that would not entitle Executive to severance payments
under the Severance Law.  In the event of termination for Cause, the
Executive’s entitlement to severance pay will be subject to Sections 16 and 17
of the Severance Law.

    


    8.           Notice Period; End of
Relations.

    


    (a) In
any event of termination of employment by prior notice of either Party, during
the Notice Period, the Executive shall be obligated to continue to discharge and
perform all of Executive’s duties and obligations with the Company and to take
all steps, to ensure the orderly transition to any persons designated by Company
of all matters handled by the Executive during the course of the Executive's
employment with the Company. Notwithstanding the aforementioned, by notifying
the Executive concurrently with or at any time after a termination notice is
delivered by either Party hereto, the Company shall be entitled to waive any
and/or all of the Executive's services with the Company during the Notice Period
or any part thereof, provided that the Company shall continue to pay the
Executive his full compensation package (including use of a car, mobile phone
etc.) as if the Executive continued to be employed during the Notice Period.
Nothing in this Section 8(a) shall derogate from the other terms and conditions
of this Agreement, including Section 6(b) above.

    


    (b) In
the event of any termination of his employment, whether or not for Cause, the
Executive will promptly deliver to the Company, by the earlier of the end of the
Notice Period or the termination of the employer-employee relationship, or upon
the Company's written request, which ever comes first, or in the event the
Company has waived the Executive's services during the Notice Period pursuant to
Section 8(a) above, then upon the furnishing of a notice to the Executive to
that effect, (i) all documents, data, records and other information pertaining
to his employment or any Proprietary Information (as defined in Exhibit
B) or Company Inventions (as defined in Exhibit
B), and (ii) any other equipment belonging to the Company in the
Executive’s possession, and the Executive will not take with him any documents
or data, or any reproduction or excerpt of any documents or data, containing or
pertaining to his employment or any Proprietary Information or Company
Inventions. For the sake of insuring compliance with this Section 8(b), the
Executive agrees and acknowledges that the Company shall have the right and
authority to inspect all computers, electronic devices, discs, memory sticks and
the like provided by the Company to the Executive or located on the Company’s
premises and to permanently delete any Company Information if any such Company
information is found thereon and the Executive hereby undertakes to cooperate
and insure such right by providing the Company with access thereto upon
request.

     

    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    Covenants

    


    9.           Proprietary Information;
Assignment of Inventions and Non-Competition. Upon the execution of this
Agreement, the Executive will execute the Proprietary Information, Assignment of
Inventions and Non-Competition Agreement attached as Exhibit
B hereto.

    


    Exhibit B
shall survive the expiration or other termination of this
Agreement.

    


    Special Agreement; Salary
and Additional Compensation; Insurance

    


    10.           (a)
Special
Agreement. It is agreed between the Parties that this Agreement is a
personal agreement, and that the position the Executive is to hold with the
Company is a senior position which requires a special measure of personal trust,
as such terms are defined in the Working Hours and Rest Law 5711 - 1951, as
amended. The provisions of any collective bargaining agreement which exist or
shall exist do not, and will not, apply to the employment of the Executive,
whether such agreement was signed among the government, the General Federation
of Labor and Employers organizations, or any of such parties, or whether signed
by others, in relation to the field or fields of the business of the Company or
in relation to the position held by or the profession of the Executive. In light
of this relationship of trust, the provisions of the Working Hours and Rest Law,
or any other law which may apply, will not apply to the performance by the
Executive of his duties hereunder. Thus, the Executive may be required, from
time to time and according to the workload demanded of him, to work beyond
regular working hours and the Executive shall not be entitled to any further
compensation other than as specified in this Agreement and the appendices
hereto.

    


    (b) Salary. The Company
shall pay to the Executive as compensation for the employment services an
aggregate monthly gross salary base salary in the amount set forth in Exhibit
A (the "Salary").
In addition, the Company shall pay the Executive for any and all daily travel
costs to which he may be entitled under any applicable law. The Salary shall be
paid not later than the 9th day of each month with respect to the preceding
month, in accordance with the Company's payroll practices. The Company shall
deduct from the Salary all national insurance fees, health insurance fees,
income tax and any other amounts required by law, and shall provide the
Executive, following the receipt of the Executive's written request, with
requisite documentation regarding such deductions.

    


    (c) In
addition to Section 10(a) above, the Executive acknowledges that the nature of
his employment is such that the Company cannot monitor his work hours.
Therefore, the laws and regulations of the Working and Rest Law 5711 – 1951
shall not apply to this Agreement and to the Executive’s relationship with the
Company. The Executive acknowledges and agrees that the Salary and benefits
provided for in this Agreement include a proper and just reward for the
requirements of the Executive’s position and status and his obligation to work
at irregular hours of the day and on rest days and holidays. Accordingly, the
Executive acknowledges that he shall not be entitled to any further remuneration
or payment whatsoever other than the Salary and/or benefits set out in this
Agreement.


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

    


    (d)
Unless otherwise specifically set forth herein, the Salary shall serve as the
basis for deductions and contributions to the Insurance Scheme and to the
Education Fund (as defined below) and for the calculation of all social benefits
to which Executive is entitled hereunder.

    


    11. Insurance and Social
Benefits. (a) The
Company will insure the Executive under a "Manager's Insurance Scheme" (the
"Insurance Scheme") and
the Company will contribute each month for the preceding month, (i) an amount
equal to 5% (five percent) of the Salary towards a fund for life insurance and
pension; (ii) an amount of up to 2.5% (two percent and one half of a percent) of
the Salary for a fund for the event of loss of working ability ("Ovdan Kosher Avoda") provided
however that in the event that the Company shall pay less then 2.5% for “Ovdan
Kosher Avoda”, the balance (up to 2.5%) shall be paid as a benefit to the
Executive; and (iii) an amount equal to 8 1/3% (eight percent and one third of a
percent) of the Salary towards a fund for severance compensation (the “Company’s Severance
Contribution”). Similarly, at the beginning of each month, the Company
shall deduct from the Salary an amount equal to 5% of the Salary for the
preceding month, and shall pay such amount as premium payable in respect of the
provident compensation component of the Insurance Scheme.

    


    (b)           Additionally,
the Company together with the Executive will maintain an advanced study fund
(“Education Fund”)
(Keren Hishtalmut) for
the Executive. At the end of each month during the employment of Executive
hereunder, the Company shall contribute to such fund an amount equal to 7.5%
(seven percent and one half of a percent) of the Salary (the "Company's Education Fund
Contribution") and the Company shall deduct from the Salary an amount
equal to 2.5% (two percent and one half of a percent) of the Salary and shall
pay the same to the Education Fund. Notwithstanding the provisions of this
Section 11(b) to the contrary, in the event that the amounts paid by the Company
to the Education Fund exceed the maximum amount recognized for purpose of
exemption from tax by the Israeli tax authorities (the “Maximum Amount”), the
Executive may, in lieu of deposit of such surplus amounts into the Education
Fund, choose to have the Company pay to the Executive any amounts exceeding the
Maximum Amount, subject to applicable taxes.

    


     Additional
Benefits

    


    12.           Expenses. The Company
will reimburse the Executive for business expenses reasonably incurred by him in
connection with the performance of his duties hereunder, against valid invoices
therefor furnished by the Executive to the Company, all in accordance with the
Company's policy as in effect from time to time.

    


    13.           Vacation. The
Executive shall be entitled to the number of vacation days per year as set forth
in Exhibit
A, as coordinated with the Company. A "working day" shall mean Sunday to
Thursday inclusive. The Executive may carry forward the unused portion of such
vacation, subject only to limitations as provided by law.

    


    14.           Sick Leave; Convalescence
Pay. The Executive shall be entitled to that number of paid sick leave
per year as set forth in Exhibit
A (with unused days to be accumulated up to the limit set pursuant to
applicable law), and also to Convalescence Pay ("Dmei Havra'a") pursuant to
applicable law.


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    15.           Liability Insurance and
Indemnity. Through the seventh anniversary of the termination of this
Agreement and for so long as any claim asserted prior to such date has not been
fully adjudicated by a court of competent jurisdiction, the Company shall at all
times maintain for the Executive liability insurance coverage in respect of
liabilities for actions and omissions in connection with the discharge of his
office as an officer (as such term is defined in the Companies Law – 1999) of
the Company with such coverage being sufficient against such risks, casualties
and contingencies and of such types and amounts as are reasonable and customary
for the size and scope of the Company’s business. Additionally, the Executive
shall be entitled to the benefit of any indemnity conferred by the Company's
Articles of Association and permitted by applicable law.

     

    16.           Company Automobile.
During the term of this Agreement the Company will provide the Executive with an
automobile of make and model pursuant to Company's automobile policy, but of a
class not lower than a class 4, as adopted from time to time by the Company (the
"Car"). The Car shall
belong to or be leased by the Company and shall be registered in the Company’s
name for use by the Executive during the period of his employment with the
Company. The Car will be returned to the Company by the Executive immediately
after termination of the Executive's employment by the Company. The Company
shall bear all the fixed and variable costs of the Car, including licenses,
insurance, fuel, regular maintenance and repairs and the Company shall fully
gross-up the Executive’s Salary so that after making all required deductions on
account of taxes in respect of the Car for which the Executive would be liable
(including deductions applicable to additional sums payable under this sentence)
the Executive will not bear any taxes on account of the Car. The Company shall
not, at any time, bear the costs of any tickets, traffic offense or fines of any
kind and insurance self participation payment. Any expenses, payments or other
benefits that are made in connection with the Car (including any amounts to be
grossed up as aforesaid) shall not be regarded as part of the Salary, for any
purpose or matter, and no social benefits or other payments shall be paid on its
account. It is hereby agreed that the Executive may waive his right to receive
the Car in consideration for the receipt of additional salary in the amount
determined by the Company. The Executive shall take good care of the Car and
ensure that the provisions of the insurance policy and the Company’s rules
relating to the Car are lawfully and carefully observed. The Executive is aware
that in order to provide him with the Car the Company may lease the Car from a
leasing company, and the Executive undertakes to strictly comply with the
provisions of the leasing agreement.

     

    17.           Mobile Phone. During
the term of this Agreement, the Company shall provide the Executive with a
mobile phone, for use in connection with Executive's duties hereunder, pursuant
to Company's policy, as adopted from time to time by the Company. The Company
shall bear all expenses relating to the Executive’s use and maintenance of the
phone attributed to the Executive under this Section 17, subject to such
Company’s policy.

     

    18.           Reserve
Duty.  The Executive shall continue to receive the Salary and
such other benefits set forth in this Agreement provided for hereunder during
periods of military reserve duty. The Executive hereby assigns and undertakes to
pay to the Company any amounts received from the National Insurance Institute as
compensation for such reserve duty service.

    


    Miscellaneous

    


    
      20. The
following provisions shall apply to this Agreement:

    

     

    
      	
              (a)

            	
              This
      Agreement shall be governed by and construed and enforced in accordance
      with the laws of the State of Israel, without giving effect to the rules
      respecting conflicts-of-law, and the competent courts of Tel-Aviv-Jaffa
      shall have exclusive jurisdiction over all matters or disputes between the
      Executive and the Company arising out of or in connection with this
      Agreement or the Executive's employment with the
  Company.

            


    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    
      	
              (b)

            	
              The
      provisions of this Agreement are in lieu of the provisions of any
      collective bargaining agreement, and therefore, no collective bargaining
      agreement shall apply with respect to the relationship between the Parties
      (subject to the applicable provisions of applicable
  law).

            


    

     

    
      	
              (c)

            	
              No
      failure, delay or forbearance of either party in exercising any power or
      right hereunder shall in any way restrict or diminish such Party's rights
      and powers under this Agreement, or operate as a waiver of any breach or
      nonperformance by either Party of any terms or conditions
      hereof.

            


    

     

    
      	
              (d)

            	
              In
      the event it shall be determined under any applicable law that a certain
      provision set forth in this Agreement is invalid or unenforceable, such
      determination shall not affect the remaining provisions of this Agreement,
      unless the business purpose of this Agreement is substantially frustrated
      thereby.

            


    

     

    
      	
              (e)

            	
              The
      preface and annexes, exhibits and schedules to this Agreement constitute
      an integral and indivisible part hereof. The various paragraph and/or
      section headings in this Agreement are for reference and convenience only
      and shall not be considered in the interpretation hereof for any purpose
      and in no way alter, modify, amend, limit, or restrict any contractual
      obligations of the Parties.

            


    

     

    
      	
              (f)

            	
              This
      Agreement, for the removal of doubt, together with all annexes, exhibits
      and schedules hereto, constitutes the entire understanding and agreement
      between the Parties hereto, supersedes any and all prior discussions,
      agreements and correspondence with regard to the subject matter hereof,
      and may not be amended, modified or supplemented in any respect, except by
      a subsequent writing executed by both parties
  hereto.

            


    

     

    
      	
              (g)

            	
              References
      to a law or to a specific section thereof shall be construed as a
      reference to such law, including any regulations promulgated thereunder,
      or section, as the same may have been, or may from time to time be,
      amended, succeeded or re-enacted.

            


    

     

    
      	
              (h)

            	
              The
      Parties agree that this Agreement constitutes, among others, notification
      in accordance with the Notice to Executives (Employment Terms) Law, 2002.
      Nothing in this Agreement shall derogate from the Executive’s rights
      according to applicable law.

            


    

    


    IN WITNESS WHEREOF, the
parties have signed this Personal Employment Agreement as of the date first
hereinabove set forth.

    


    
      
        
          
            
              	
                      Company:

                    	
                      Executive:

                    
	 
      	 
      
	
                      SUSPECT
      DETECTION SYSTEMS (SDS)

                    	 
      
	
                      LTD.

                    	
                      Name:   Shabtai
      Shoval

                    
	
                      By:  Shabtai
      Shoval

                    	 
      
	
                      Title:  CEO

                    	 
      
	 
      	 
      
	 	 	      
                        /s/ Shabtai
      Shoval

                    	 
	
                        /s/ Shabtai Shoval

                    	 
      	
                            
                        Signature

                      

                    	 
      
	
                      Signature

                    	
                            
                        Date
      January 20, 2009

                      

                    
	
                      Date
      January 20, 2009

                    	
                       

                    


            

          

        

      

    

     

    
      
         


      

      
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    Exhibit
A

     

    
      	
              1.           Name
      of Executive:

            	
              Shabtai
      Shoval

            
	 
      	 
      
	
              2.           ID
      No. of Executive:

            	
              057076986

            
	 
      	 
      
	
              3.           Address
      of Executive:

            	
              Habsor
      St. 121

              Shoham,
      Israel 60850

            
	 
      	 
      
	
              4.           Position
      in the Company:

            	
              Chief
      Executive Officer

            
	 
      	 
      
	
              5.           Under
      the Direct Direction of:

            	
              Board
      of Directors

            
	 
      	 
      
	
              6.           Commencement
      Date:

            	
              January
      20, 2009

            
	 
      	 
      
	
              7.           Notice
      Period:

            	
              365
      days

            
	 
      	 
      
	
              8.           Salary:

            	
              NIS
      63,000

            
	 
      	 
      
	
              9.           Vacation
      Days Per Year:

            	
              22

            
	 
      	 
      
	
              10.         Sick
      Leave Days Per Year:

            	
              Pursuant
      to applicable law

            


    


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    


    Exhibit
B

    


    Proprietary
Information, Assignment of Inventions and Non-Competition Agreement

     

    I,
Shabtai Sohoval (the “Employee”) acknowledge that as
a result of my employment, I may develop, receive, or otherwise have access to
confidential or proprietary information, which is of value to Suspect Detection
Systems (SDS) Ltd. I therefore agree, as of the commencement of engagement
between me and Suspect Detection Systems (SDS) Ltd., regardless of the date of
execution of the Agreement, as a condition of my employment, as
follows:

     

    General

     

    
      	
               
      

            	
              1.

            	
              Capitalized
      terms herein shall have the meanings ascribed to them in the Personal
      Employment Agreement to which this Exhibit is attached (the "Agreement"). For
      purposes of any undertaking of the Employee toward the Company, the term
      "Company" shall
      include any subsidiaries and affiliates of the
  Company.

            


    

    


    Confidentiality; Proprietary
Information

     

    
      	
               
      

            	
              2.

            	
              "Proprietary Information"
      means confidential and proprietary information concerning the business and
      financial activities of the Company, including, without limitation,
      patents, patent applications, trademarks, copyrights and other
      intellectual property, and information relating to the same, technologies
      and products (actual or planned), know how, inventions, research and
      development activities, inventions, trade secrets and industrial secrets,
      and confidential
      commercial information such as investments, investors, employees,
      customers, suppliers, marketing plans, etc., all the above - whether
      documentary, written, oral or computer generated. Proprietary Information
      shall also include information of the same nature which the Company may
      obtain or receive from third
parties.

            


    

     

    
      	
               
      

            	
              3.

            	
              Proprietary
      Information shall not include information that (i) was known to Employee
      prior to Employee's association with the Company, as evidenced by written
      records; (ii) is or shall become part of the public domain except as a
      result of the breach of the Agreement or this Exhibit by Employee; (iii)
      reflects general skills and experience; (iv) reflects information and data
      generally known in the industries or trades in which the Company operates;
      or (v) Prior Inventions or Inventions resulting from Additional
      Activities.

            


    

     

    
      	
               
      

            	
              4.

            	
              Employee
      recognizes that the Company received and will receive confidential or
      proprietary information from third parties, subject to a duty on the
      Company's part to maintain the confidentiality of such information and to
      use it only for certain limited purposes. In connection with such duties,
      such information shall be deemed Proprietary Information hereunder, mutatis
      mutandis.

            


    

     

    
      	
               
      

            	
              5.

            	
              Employee
      agrees that all Proprietary Information and ownership rights in connection
      therewith shall be the sole property of the Company and its assigns. At
      all times, both during the employment relationship and after the
      termination of the engagement between the Parties, Employee will keep in
      confidence and trust all Proprietary Information, and will not use or
      disclose any Proprietary Information or anything relating to it without
      the written consent of the Company, except as may be necessary in the
      ordinary course of performing Employee's duties under the
      Agreement.

            


    


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              6.

            	
              Upon
      termination of Employee's engagement with the Company, Employee will
      promptly deliver to the Company all documents and materials of any nature
      pertaining to Employee's engagement with the Company, and will not take
      with him any documents or materials or copies thereof containing any
      Proprietary Information.

            


    

     

    
      	
               
      

            	
              7.

            	
              Reserved.

            


    

     

    Disclosure and Assignment of
Inventions

     

    
      	
               
      

            	
              8.

            	
              "Inventions" means any
      and all inventions, improvements, designs, concepts, techniques, methods,
      systems, processes, know how, computer software programs, databases, mask
      works and trade secrets, whether or not patentable, copyrightable or
      protectable as trade secrets; "Company Inventions"
      means any Inventions that are made or conceived or first reduced to
      practice or created by Employee, whether alone or jointly with others,
      during the period of Employee's engagement with the Company, and which:
      (i) result from work performed by Employee for the Company and (ii) relate
      to the field of business of the
Company.

            


    

     

    
      	
               
      

            	
              9.

            	
              Employee
      hereby confirms that all rights that he may have had at any time in any
      and all Company's Inventions are, and have been from inception, in the
      sole ownership of the Company, including during the process of its
      incorporation. If ever any doubt shall arise as to the Company’s rights or
      title in any Invention and it shall be asserted that the Employee,
      allegedly, is the owner of any such rights or title, then Employee hereby
      irrevocably transfers and assigns in whole to the Company without any
      further royalty or payment any and all rights, title and interest in any
      and all Inventions (other than Prior Inventions or Inventions resulting
      from Additional Activities).  Employee has attached hereto, as
      Schedule A, a complete list of all Inventions to which he claim ownerships
      (the “Prior
      Inventions”) and that he desires to remove from the operation of
      this Agreement, and acknowledges and agrees that such list is complete. If
      no such list is attached to this Agreement, Employee represents that he
      has no such Inventions at the time of signing this Agreements. The Prior
      Inventions, if any, patented or unpatented, are excluded from the scope of
      this Agreement. If, in the course of employment with the Company, Employee
      incorporates a Prior Invention into a Company product, process or machine,
      the Company is hereby granted and shall have a nonexclusive, royalty-free,
      irrevocable, perpetual, worldwide license (with rights to sublicense
      through multiple tiers of sublicensees) to make, have made, modify, use
      and sell such Prior Invention.  Notwithstanding the foregoing,
      Employee agrees that he will not incorporate, or permit to be
      incorporated, Prior Inventions in any Company Inventions without the
      Company's prior written consent. Employee hereby represents and undertakes
      that none of his previous employers or any entity with whom he was
      engaged, has any rights in the Inventions or Prior Inventions and such
      employment with the Company will not grant any of them any right in the
      results of the Employee’s work.

            


    


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              10.

            	
              Employee
      undertakes and covenants he will promptly disclose in confidence to the
      Company all Inventions deemed as Company Inventions. The Employee agrees
      and undertakes not to disclose to the Company any confidential information
      of any third party and, in the framework of his employment by the Company,
      not to make any use of any intellectual property rights of any third
      party.

            


    

     

    
      	
               
      

            	
              11.

            	
              Employee
      hereby irrevocably transfers and assigns to the Company all patents,
      patent applications, copyrights, mask works, trade secrets and other
      intellectual property rights in any Company Invention wherever existing,
      and any and all moral rights that Employee may have in or with respect to
      any Company Invention wherever existing. Any assignment of copyright
      hereunder (and any ownership of a copyright as a work made for hire)
      includes all rights of paternity, integrity, disclosure and withdrawal and
      any other rights that may be known as or referred to as “moral rights”
      (collectively “Moral
      Rights”).  To the extent such Moral Rights cannot be
      assigned under applicable law and to the extent the following is allowed
      by the laws in the various countries where Moral Rights exist, Employee
      hereby irrevocably waives such Moral Rights and consents to any action of
      the Company that would violate such Moral Rights in the absence of such
      consent. For the removal of any doubt, it is hereby clarified that the
      provisions contained in Section 8 of this Exhibit and this Section ‎11 will
      apply also to any "Service Inventions" as defined in the Israeli Patent
      Law, 1967 (the "Patent
      Law").  However, in no event will such Service Invention
      become the property of the Employee and the provisions contained in
      Section 132(b) of the Patent Law shall not apply unless the Company
      provides in writing otherwise.  The Employee will not be
      entitled to royalties or other payment with regard to any Prior
      Inventions, Company Inventions, Service Inventions or any of the
      intellectual property rights set forth above, including any
      commercialization of such Prior Inventions, Company Inventions, Service
      Inventions or other intellectual property
  rights.

            


    

     

    
      	
               
      

            	
              12.

            	
              Employee
      agrees to assist the Company, at the Company's expense, in every proper
      way to obtain for the Company and enforce patents, copyrights, mask work
      rights, and other legal protections for the Company Inventions in any and
      all countries. Employee will execute any documents that the Company may
      reasonably request for use in obtaining or enforcing such patents,
      copyrights, mask work rights, trade secrets and other legal protections.
      Such obligation shall continue beyond the termination of Employee's
      engagement with the Company. The Company shall compensate Employee at a
      reasonable rate after termination of Employee's engagement with the
      Company for the time actually spent by Employee at the Company's request
      on such assistance.

            


    

     

    Employee
hereby irrevocably designates and appoints the Company and its authorized
officers and agents as Employee's agent and attorney in fact, coupled with an
interest to act for and on Employee's behalf and in Employee's stead to execute
and file any document needed to apply for or prosecute any patent, copyright,
trademark, trade secret, any applications regarding same or any other right or
protection relating to any Proprietary Information (including Company
Inventions), and to do all other lawfully permitted acts to further the
prosecution and issuance of patents, copyrights, trademarks, trade secrets or
any other right or protection relating to any Proprietary Information (including
Company Inventions), with the same legal force and effect as if executed by
Employee himself.

     

    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    


    Non-Competition

     

    
      
        	
                13.

              	
                In
      consideration of Employee's terms of employment hereunder, which include
      special compensation for his undertakings under this Section 13 and the
      following Section 14, and in order to enable the Company to effectively
      protect its Proprietary Information, Employee agrees and undertakes that
      he will not, so long as the Agreement is in effect and for a period of
      twelve (12) months following termination of the Agreement, for any reason
      whatsoever, directly or indirectly, in any capacity whatsoever, engage in,
      become financially interested in, be employed by, or have any connection
      with any business or venture that is engaged in any activities competing
      with the activities of the
Company.

              


      

    

     

    
      
        	
                14.

              	
                Employee
      agrees and undertakes that during the employment relationship and for a
      period of twelve (12) months following termination of this engagement for
      whatever reason, Employee will not, directly or indirectly, including
      personally or in any business in which Employee may be an officer,
      director or shareholder, solicit for employment any person who is employed
      by the Company, or any person retained by the Company as a consultant,
      advisor or the like who is subject to an undertaking towards the Company
      to refrain from engagement in activities competing with the activities of
      the Company (for purposes hereof, a "Consultant"), or was
      retained as an employee or a Consultant, during the six months preceding
      termination of Employee's employment with the
  Company.

              


      

    

    


    Reasonableness of Protective
Covenants

     

    
      
        	
                15.

              	
                Insofar
      as the protective covenants set forth in this Exhibit are concerned,
      Employee specifically acknowledges, stipulates and agrees as follows: (i)
      the protective covenants are reasonable and necessary to protect the
      goodwill, property and Proprietary Information of the Company, and the
      operations and business of the Company; and (ii) the time duration of the
      protective covenants is reasonable and necessary to protect the goodwill
      and the operations and business of Company, and does not impose a greater
      restrain than is necessary to protect the goodwill or other business
      interests of the Company. Nevertheless, if any of the restrictions set
      forth in this Exhibit is found by a court having jurisdiction to be
      unreasonable or overly-broad as to geographic area, scope or time or to be
      otherwise unenforceable, the Parties hereto intend for the restrictions
      set forth in this Exhibit to be reformed, modified and redefined by such
      court so as to be reasonable and enforceable and, as so modified by such
      court, to be fully enforced.

              


      

    

    


    Remedies for
Breach

     

    
      
        	
                16.

              	
                Employee
      acknowledges that the legal remedies for breach of the provisions of this
      Exhibit may be found inadequate and therefore agrees that, in addition to
      all of the remedies available to Company in the event of a breach or a
      threatened breach of any of such provisions, the Company may also, in
      addition to any other remedies which may be available under applicable
      law, obtain temporary, preliminary and permanent injunctions against any
      and all such actions.

              


      

    

     

    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    


    Intent of
Parties

     

    
      
        	
                17.

              	
                Employee
      recognizes and agrees: (i) that this Exhibit is necessary and essential to
      protect the business of Company and to realize and derive all the
      benefits, rights and expectations of conducting Company’s business; (ii)
      that the area and duration of the protective covenants contained herein
      are in all things reasonable; and (iii) that good and valuable
      consideration exists under the Agreement, for Employee's agreement to be
      bound by the provisions of this
Exhibit.

              


      

    

    


    Notification of New
Employer

     

    
      
        	
                18.

              	
                In
      the event that Employee leaves the employ of the Company, Employee hereby
      consents to the notification to any new employer of Employee of Employee’s
      rights and obligations under the Agreement and this
    Exhibit.

              


      

    

    


    Survival.

     

    
      
        	
                19.

              	
                The
      provisions of this Exhibit B shall survive the termination of Employee’s
      employment, termination of the Agreement or any renewal thereof, and/or
      the assignment of this Agreement by the Company to any successor in
      interest or other assignee.

              


      

    

    


    I HAVE
READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.

    


    ACCEPTED
AND AGREED TO:

    


    
      
        	
                Shabtai Shoval

              	 
      
	
                [Employee]

              	 
      


      

    

     

    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    SCHEDULE
A

    TO EMPLOYEE PROPRIETARY
INFORMATION, NON-COMPETITION AND
INVENTIONS AGREEMENT

    


    The
following is a complete list of all Prior Inventions that have been made or
conceived or first reduced to practice by me or jointly with others prior to the
term of my Employment Agreement with the Company, that I desire to remove from
the operation of the Employee Proprietary Information, Non-Competition and
Inventions Agreement:

    


    Any
Inventions that are not in the field of automated screening and interrogation
systems for detection of hostile acts or intent of individuals and/or systems
that use biometric sensors and parasympathetic output to monitor stimulated
reaction of individuals to verbal and visual stimuli including Inventions
relating to systems using soft decision making algorithms for analyzing and self
learning capabilities.

    


    
      	
              Shabtai Shoval

            	 
      	
              January 20, 2009

            	 
      
	
              Employee
      (Signature)

            	
              Date

            


    

     

    
      
         


      

      
        -15-