Date: November 30, 2011 

LETTER OF GUARANTEE 

	Name of Customer:	      	Vishay Advanced
      Technologies Ltd (hereinafter referred to as the "Customer")
	Name of Guarantor		Vishay Precision
      Group, Inc.
	Address		Great Valley
      Parkway, Suite 150,
			Malvern, PA 19355
      USA (hereinafter: the "Guarantor", “we”, or
      “us”)



	1.  		Nature and Extent of the Guarantee and the Secured
      Indebtedness
	 
		      	
      We the undersigned hereby
      guarantees to HSBC Bank plc (hereinafter referred to as the
      "Bank") the due performance of the obligations of the Customer due to
      any debt arising under the Revolving Facility Agreement signed between the
      Customer and the Bank on or about the date hereof (hereinafter, as it may be amended,
      restated or modified in writing from time to time: the "Facility Agreement")
      upon the occurrence and during the continuance of an Event of Default
      thereunder. Terms not defined herein are used as defined in the Facility
      Agreement.

	 
	2.		
      The aforementioned obligations
      may be direct or indirect, absolute or conditional, and shall also include
      interest, differentials arising out of linkage to an index or to the
      exchange rate of any currency, and also commissions and costs which shall
      arise out of the aforementioned obligations (hereinafter referred to as
      the "Customer’s
      indebtedness"). We undertake to pay the
      Bank, subject to the terms of Section 16 (a) below upon its first demand
      any amount guaranteed hereby.

	 
	3.		The Amount of the Guarantee
	 
			
      Guarantee Limited in Amount
      – the amount of the Customer’s
      indebtedness guaranteed by us shall not exceed the principal amount of USD
      15,000,000 together with interest, differentials arising out of linkage to
      an index or to an exchange rate, indemnities (pursuant to Clauses 11.2 and
      19 of the Facility Agreement), commissions and costs at such rate and in
      such amounts as the Bank shall be entitled to debit the
      Customer.

	 
			The Bank
      has advised us of the following:
	 
			(a)	      	
      The inclusive amount of the
      Customer’s indebtedness as at the date of signature of this guarantee is
      nil excluding interest and commissions which have accrued after the
      last debit date thereof.

	 
			(b)		
      The credit facility that the Bank
      granted to the Customer as of the date of the signature of this guarantee
      is in a maximum principal amount of USD
      15,000,000.

	 
			(c)		
      As of the date of the signature
      of this guarantee the number of the guarantors to the Bank is
      4.

	 
			(d)		
      (Reserved)

	  








    

	4.	     	
      Additional Information

			 
			We confirm
      that prior to the signature of this guarantee the Bank informed us as
      follows:
	 
			4.1		(Reserved)
	 
			4.2		As of today
      the Customer pays its debts, if any, to the Bank on time.
	 
			4.3		(Reserved)
	 
			4.4		(Reserved)
	  
			4.5		(Reserved)
	 
			4.6		(Reserved)
	 
			4.7		The Bank
      brought to our attention the fact that we are not sole guarantors as it is
      defined under the Guarantee Law, 1967.
	 
	5.		The
      Guarantee is Additional to Other Collateral
	 
			This
      guarantee is additional to and independent of any other guarantee or
      collateral that is held or shall be held by the Bank.
	 
	6.		Validity
      of the Guarantee and its Application
	 
			6.1		This
      guarantee shall be revolving and shall be binding upon us notwithstanding
      the fact that on any date the Customer’s indebtedness or part thereof
      shall be repaid and shall be reincurred thereafter.
	 
			6.2	      	
      This guarantee shall be in force
      until the earlier of: (i) the Customer’s indebtedness is repaid in full
      and the Bank has no further commitment to advance funds to the Customer or
      (ii) it is cancelled by us in writing. In a case of cancellation as
      aforesaid our obligations shall apply to the Customer’s indebtedness as
      the same shall be on the thirtieth day from the date of service of notice
      of cancellation to the Bank including any amount that is incurred as
      interest, commissions and expenses of the Bank even after that date. We
      undertake to pay to the Bank, subject to the terms of Section 16 (a) below
      on its first demand the above guaranteed amounts, provided that no
      demand may be made unless and only to the extent the Customer has
      defaulted on payment under the Customer indebtedness .

	 
			6.3		The
      cancellation of the guarantee by any of us shall not affect the validity
      of the obligations of the others.
	 
	7.		The
      Rights of the Bank in Relation to the Customer’s Indebtedness and the
      Collateral
	 
			7.1		
      The Bank is entitled without
      obtaining our consent (provided that the Bank shall provide us with a
      written notice of the following as early as practicable upon taking any of
      the following actions):

	 
					(a)	      	
      to terminate, change, increase,
      reduce, or renew any credit or banking facility whatsoever granted to the
      Customer (provided that we shall not be obligated hereunder with respect
      to any increase in the Customer's obligations above the threshold
      specified in Section 3 above);

	  
					(b)		
      to exchange, release, realize or
      refrain from realising collateral held by the Bank subject to the terms of
      Section 16 (a) below;

	 
					(c)		
      to reach a compromise, to grant
      extensions, to release or come to any agreement whatsoever with the
      Customer or another person or a guarantor of his indebtedness – including
      us;

	 
			7.2		
      the action of the Bank as
      aforesaid shall not affect or derogate from our obligations pursuant to
      this guarantee and shall not confer upon us any right or option pursuant
      to sections 5 and 6 of the Guarantee Law – 1967;

	 








   

			7.3	      	
      this guarantee shall not be
      affected by the invalidity of the Customer’s indebtedness, including
      indebtedness occurred after the limitation of his legal capacity to act or
      the liquidation of the Customer or by reason of the Bank not having
      received collateral or that the collateral which has been received is
      valueless or invalid;

	 
			7.4		the guarantee shall
      not be affected by an event in which the Bank has caused the expiration of
      a guarantee or collateral irrespective of whether any loss is caused to us
      thereby, except if the Bank was negligent;
	 
			7.5		unless and until the
      Bank recovers in full any amount due to it under the Facility Agreement,
      we shall not be entitled to claim or benefit from collateral at the
      disposal of the Bank in relation to the Customer’s indebtedness or to make
      any claim against the Bank which the Customer is entitled to
    make;
	 
			7.6		this guarantee shall
      not be affected by the lack of capacity or authority or ultra vires on the
      part of the Customer or those acting on his behalf to enter into a
      contractual relationship, unless the Bank knew or should have known of
      such defect in the Customer's liability and did not inform us
      thereof.
	 
			7.7		Our obligation to the
      Bank pursuant to this guarantee shall deemed to be a direct obligation for
      the repayment of the Customer’s indebtedness, provided however, that we
      shall have no obligation unless there has been an Event of Default for
      nonpayment by the Customer under the Facility Agreement and then only to
      the extent of the default;
	 
			7.8		the fact that the Bank
      shall not exercise rights against the Customer or against ourselves shall
      not be deemed a waiver of such rights or constitute any precedent
      whatsoever.
	 
	8.	      	Appropriation of Payments
	 
			8.1		The Bank is entitled
      to appropriate any sum received from the Customer or on his behalf to any
      account of the Customer, alone or with others as the Bank shall deem fit,
      notwithstanding any instruction by the payer or other person in relation
      to the appropriation of payments.
	 
			8.2		Without prejudice to
      the right of the Bank pursuant to Clause 8.1 above, if the Customer is
      insolvent, the Bank is entitled to consider any sum which shall be paid on
      behalf of the Customer or by us to be a general deposit or to be
      collateral only for the Customer’s indebtedness, and not to appropriate
      the same for the purpose of the reduction of the Customer’s indebtedness,
      and therefore the Bank is entitled to claim in legal proceedings or in
      bankruptcy or winding up proceedings the whole Customer’s indebtedness,
      without taking into account any sum which shall be paid as aforesaid. In
      such case, we covenant not to claim any sum in competition with the Bank,
      subject always to the proviso that the Bank will not recover a total sum
      in excess of the amount of the Customer’s indebtedness.
	 
	9.		The
      Records of the Bank
	 
			A copy of
      the records of the Bank in connection with the Customer’s account, signed
      by an officer of the Bank shall serve as admissible evidence in all
      judicial or other proceedings.
	 
	10.		Rights of
      Possession, Lien and Set-off
	 
			Subject to
      the terms of Section 16 (a) below should the Customer fail to pay any
      amounts due from it to the Bank under the Agreement, giving rise to an
      Event of Default for non-payment under the Facility
      Agreement, the Bank shall have a right of possession, lien and
      set-off in respect of all monies or property which shall be held by it at
      any time to the credit of any one of us alone or together with others in
      any account whatsoever, including those which have been delivered or which
      shall be delivered to the Bank for collection only and/or by way of
      security and/or for safekeeping and in respect of the proceeds
      thereof.
	 








    

			The Bank shall be
      entitled, in the aforementioned circumstances, to set off any sum and to
      realise any property at such price and upon such conditions as the Bank,
      acting in accordance with common banking practice, shall deem fit and to
      apply the proceeds to the repayment of the Customer’s
    indebtedness.
	 
	11.	      	The Costs of
      Realisation
	 
			All the costs of the
      realisation of the guarantee, including attorney’s reasonable professional
      fees, shall be borne by us and shall also be secured by this
      guarantee.
	 
	12.		Undertaking to Sign
      Documents
	 
			We undertake to sign
      any document which shall be reasonably required in order to give validity
      to our guarantee and to the rights of the Bank in connection with the
      collaterals delivered to it.
	 
	13.		The Delivery of
      Notices
	 
			All notices or other
      communications under or in connection with this guarantee shall be given
      in writing and, unless otherwise stated may be made by letter or
      facsimile. Any such notice will be deemed to be given as
  follows:
	 
			(a)	      	if by letter, when delivered
      personally or on actual receipt; and
	 
			(b)		if by facsimile, when received in
      legible form.
	 
			However, a notice given
      in accordance with the above but received on a non-working day or after
      business hours in the place of receipt will only be deemed to be given on
      the next working day in that place.
	   
	14.		Addresses for
      notices
	  
			The address and
      facsimile number of the Guarantor are:
	 
			Vishay Precision Group,
      Inc.
	 
			Great Valley Parkway,
      Suite 150,
	 
			Malvern, PA 19355
      USA
	 
			Attention of Roland B.
      Desilets, Esq., Director of Legal Services
	 
			Fax No.
      484-321-5301
	 
			E-mail:
      roland.desilets@vishaypg.com
	 
			or such other as the
      Guarantor may notify to the Bank by not less than five Business Days'
      notice.
	 
	15.		Jurisdiction and
      Law
	 
			For the purpose of this
      guarantee the sole venue of jurisdiction is fixed as the competent court
      in Tel Aviv and the Israeli Law will prevail.
	 
			Without prejudice to
      any other mode of service allowed under any relevant law, the
      Guarantor:
	 
			(a)		irrevocably appoints
      the Customer of 2 Haofan St., Holon 58814,
      Israel, as its agent for service of
      process in relation to any proceedings before the Israeli courts in
      connection with the Guarantee; and
	 








    

		      	(b)		agrees that
      failure by an agent for service of process to notify the Guarantor of the
      process will not invalidate the proceedings concerned.
	  
			(c)		If any
      person appointed as an agent for service of process is unable for any
      reason to act as agent for service of process, the Guarantor must
      immediately appoint another agent on terms acceptable to the Bank. Failing
      this, the Bank may appoint another agent for this purpose.
	  
	16.		Enforcement of Remedies; Senior Credit Facility
    Agreement
	  
			(a)	      	Upon the
      occurrence of an Event of Default under the Facility Agreement that has
      not been cured or waived by Bank:
	 
					(i)	      	Bank shall promptly
      notify Guarantor of such Event of Default, including the particulars of
      such Event of Default and Bank’s intended actions under Clause 16. of the
      Facility Agreement (Acceleration) or the other Finance
  Documents;
	 
					(ii)		Bank shall not make a
      demand against Guarantor under this Guarantee without providing Guarantor
      at least 60 days prior written notice of its intent to do so and complying
      with the terms of this Section 16(a);
	 
					(iii)		Subject to the terms
      of the Subordination Agreement executed on or about the date hereof by and
      among the Bank, Guarantor and JPMorgan Chase Bank, National Association as
      agent for itself and the other parties (the "Subordination Agreement"), a
      copy of which is attached hereto as Annex A, the Bank shall not: (A) by
      set-off or in any other manner, ask, demand, sue for, take or receive from
      Guarantor payment on the whole or any part of the Subordinated Obligations
      nor (B) take any action to collect, demand payment of or accelerate all or
      any portion of the Subordinated Obligations, take any security therefor or
      exercise any of its other rights or remedies against Guarantor that it may
      have in respect of the Subordinated Obligations (as such term is defined
      in the Subordination Agreement), in each case unless and until Bank has
      fully exercised its remedies against Customer and the other members of the
      Israeli Domiciled Corporate Group which are Guarantors and their assets
      (other than the filing of appropriate proofs of claim or any other similar
      action necessary to preserve its claim against the Guarantor, provided
      that the Bank may accelerate the Subordinated Obligations if all
      outstanding Senior Obligations (as defined in the Subordination Agreement)
      shall have been previously accelerated); and
	 
					(iv)		“Israeli Domiciled Corporate Group” means, collectively, Customer, Tedea-Huntleigh
      International, Ltd., a company formed under the laws of Israel, T-H
      Technology, Ltd., a company formed under the laws of Israel, and T-H
      Industrial Properties, Ltd., a company formed under the laws of
      Israel.
	 
			(b)		We hereby
      represent and warrant to the Bank all the representations and warranties
      set out in Articles 5.2 & 5.3 of the Senior Credit Facility agreement,
      as if those representations and warranties were set out herein and as they
      may be amended, restated or modified from time to time in accordance with
      the provisions of the Senior Credit Facility Agreement.
	  
			(c)		We undertake
      towards the Bank to comply with all of our undertakings set out in
      Articles 6.1 & 6.2 and 7 (Financial Covenants) of the Senior Credit
      Facility agreement, as they may be amended, restated or modified from time
      to time, as if those undertakings were set out herein.
	 
			(d)		
      For the avoidance of doubt,
      Guarantor, without notice to or approval from Bank, is permitted to (i)
      incur additional indebtedness (in which case, if so requested, the Bank
      shall enter into a new and/or additional subordination agreement), (ii)
      substitute, amend, modify, refinance or supplement the Senior Credit
      Facility agreement (in which case the Subordination Agreement will remain
      in full force and effect and apply to such amendment, modification and
      supplement, provided that if so requested by Agent, the Bank will enter
      into a reaffirmation, extension, or supplement of the Subordination
      Agreement) (the above events shall be collectively referred to as
      "New Financing") provided 1) Guarantor complies with Sections 16
      (b) and (c) above, 2) no Event of Default has occurred and is continuing,
      3) no assets of the Israeli Domiciled Corporate Group are pledged in
      favour of any entity other than the Bank due to such New Financing, and 4)
      where applicable - the terms of any new subordination agreement and/or of
      any reaffirmation, extension, or supplement of the Subordination Agreement
      (as and to the extent applicable)are no less favourable to the Bank than
      the terms of the Subordination Agreement.

	 








   

	17.	      	U.S. Withholding
      Taxes
	 
			(a)	      	All payments to be made by the
      Guarantor to the Bank shall be made free and clear of and without
      deduction for or on account of all Taxes imposed or levied by or on behalf
      of Israel or any other jurisdiction from or through which such payment is
      made or any authority therein or thereof having power to tax in connection
      with the performance by the Guarantor of its obligations under this Letter
      of Guarantee ("Applicable
      Taxes") unless the Guarantor is
      compelled by law to make payment subject to such Applicable
    Taxes.
	 
			(b)		All Applicable Taxes (other than
      Applicable Taxes on the overall net income of the Bank, which are not
      deducted from a payment hereunder) shall be paid by the Guarantor promptly
      upon its becoming aware that it is obliged to pay the same. The Guarantor
      will indemnify the Bank in respect of all such Applicable Taxes (other
      than Applicable Taxes on the overall net income of the Bank which are not
      deducted from a payment hereunder). In addition, if any Applicable Taxes
      or amounts in respect thereof must be deducted from any amount payable or
      paid by the Guarantor under any Agreement (or payable or paid by the Bank
      under any Agreement), the Guarantor shall pay such additional amounts as
      may be necessary to ensure that the Bank receives a net amount equal to
      the full amount which it would have received had payment not been made
      subject to such Applicable Tax. The Guarantor shall deliver to the Bank,
      within 30 days of each payment, evidence satisfactory to the Bank
      (including all relevant tax receipts) that such Applicable Taxes have been
      duly remitted to the appropriate authority.
	 
					If the Bank determines, in its
      sole discretion, that it has received a refund of any Applicable Taxes as
      to which it has been indemnified by the Guarantor or with respect to which
      the Guarantor has paid additional amounts pursuant to this paragraph (b),
      it shall pay to the Guarantor within 30 days of receipt an amount equal to
      such refund (but only to the extent of indemnity payments made, or
      additional amounts paid, by the Guarantor under this paragraph (b) with
      respect to the Applicable Taxes giving rise to such refund), net of all
      out-of-pocket expenses of the Bank, and without interest (other than any
      interest paid by the relevant Governmental Authority (in this Clause 17,
      as defined in the Senior Credit Facility agreement) with respect to such
      refund), provided that the Guarantor, upon the request of the Bank, agrees
      to repay the amount paid over to the Guarantor (plus any penalties,
      interest or other charges imposed by the relevant Governmental Authority)
      to the Bank in the event the Bank is required to repay such refund to such
      Governmental Authority. This paragraph shall not be construed to require
      the Bank to make available its tax returns (or any other information
      relating to its taxes which it deems confidential) to the Guarantor or any
      other person.
	 
			(c)		Bank shall deliver to Guarantor,
      at the time or times prescribed by applicable law and reasonably requested
      by the Guarantor, such properly completed and executed documentation
      prescribed by applicable law as will permit such payments to be made
      without withholding of U.S. tax. In addition, Bank, if requested by the
      Guarantor, shall deliver such other documentation prescribed by applicable
      law and reasonably requested by the Guarantor as will enable Guarantor to
      determine whether or not such Bank is subject to backup withholding or
      information reporting requirements. For the avoidance of doubt, and
      without limiting the foregoing, Bank shall deliver to the Guarantor (in
      such number of copies as shall be requested by Guarantor) on or prior to
      the date of execution of this Guarantee, duly completed copies of Internal
      Revenue Service Form W-8BEN claiming eligibility for benefits of an income
      tax treaty to which the United States of America is a party and which
      would exempt such payments from the obligation of the Guarantor to
      withhold U.S. tax.
	 
			(d)		Guarantor shall not indemnify
      Bank for U.S. withholding taxes that are imposed due to Bank’s failure to
      provide Guarantor with the proper forms required under paragraph (c)
      above.
	    








   

	      	      	(e)		
      If we are required to withhold taxes or similar
      amounts from any payments made hereunder, we will do so and pay them to the appropriate Governmental Authority. We
      shall indemnify Bank for U.S. withholding taxes that are imposed on
      payments to be made under this Agreement only if (i) the Bank's full
      compliance with paragraph (c) above does not actually permit such payments
      to be made without withholding of U.S. tax or (ii) there has been a Change
      in Law that results in Bank’s inability to reasonably comply with
      paragraph (c) above. “Change in Law” is defined as the occurrence, after
      the date of this Guarantee, of any of the following: (A) the adoption or
      taking effect of any law, rule, regulation or treaty, (B) any change in
      any law, rule, regulation or treaty or in the administration,
      interpretation or application thereof by any Governmental Authority or (C)
      the making or issuance of any request, guideline or directive (whether or
      not having the force of law) by any Governmental
  Authority.

			 
			(f)	      	Guarantor shall not indemnify
      Bank for any withholding tax obligations under U.S. Treasury Code Sections
      1471-1474 (“FATCA”), it being acknowledged that the Bank will be, at all
      relevant times, a "participating foreign financial institution" (PFFI) as
      defined in FATCA.




THIS LETTER OF GUARANTEE IS IN ALL
RESPECTS SUBJECT TO THE TERMS OF THE SUBORDINATION AGREEMENT. TO THE EXTENT THAT
THERE ARE ANY INCONSISTENCIES BETWEEN THIS LETTER OF GUARANTEE AND THE
SUBORDINATION AGREEMENT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE
TERMS OF THE SUBORDINATION AGREEMENT SHALL CONTROL AND PREVAIL. 

Our signature on this guarantee shall
be evidence of the fact that the Bank has brought to our attention the nature of
the guarantee, including the matters in connection with the amount thereof, the
extent and nature of the Customer’s indebtedness secured thereby and the fact
that it is revolving and unlimited in time, and further that we have received a
copy of the letter of guarantee which constitutes notice in writing by the Bank
to us, including all the particulars set forth in this letter of
guarantee.




AS WITNESS HEREOF:

VISHAY PRECISION GROUP, INC.


By: /s/ Steven
Klausner
Name: Steven
Klausner
Title: Vice President and
Treasurer

To

HSBC Bank plc 

I, Roland B. Desilets legal adviser of
Vishay Precision Group, Inc. (hereinafter: the "Company") hereby confirm that this
guarantee was signed on behalf of the Company by its Vice President and
Treasurer Steven Klausner




	By:
      /s/ Roland B. Desilets	 	November 30, 2011	 
	Roland Desilets	
	Name and
      Signature	Date










ANNEX A

 

COPY OF THE SUBORDINATION AGREEMENT