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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
”).
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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.
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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.
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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.
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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.
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No party may
assign its rights or obligations under this Agreement.
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This Agreement
may be executed simultaneously in any number of counterparts
(including by facsimile), e
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