LOCK-UP AGREEMENT

This Lock-Up Agreement (this “Agreement”), dated as of July 9, 2009, by and between Suspect Detection Systems Inc., a Delaware corporation (the “Company”), and NG-The Northern Group LP (the "Investor").

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of which consideration are hereby acknowledged, the Investor agrees as follows:

1.            Background .      As a condition to the exchange by the Investor of all its shares of ordinary stock in Suspect Detection Systems, Ltd. for 3,199,891 shares of common stock of the Company (the “Shares”), the Investor hereby agrees that the shares of the Common Stock of the Company (“Common Stock”) received by the Investor shall be subject to the terms and conditions of this Agreement.

2.            Share Restriction .

a.           Investor hereby agrees that during the period commencing on the date hereof and continuing until the one (1) year anniversary of the date hereof (the “Restriction Period”), Investor will not, directly or indirectly, offer, sell, assign, gift, transfer, grant a participation in, pledge, or otherwise dispose or encumber or agree to dispose or encumber in any manner any share of Common Stock.  Any attempt by Investor to transfer or encumber any of its Common Stock in violation of the terms of this Agreement shall be void and ineffective.  Investor further agrees that the Company is authorized to and the Company agrees to place "stop orders" on its books to prevent any transfer of shares of Common Stock or other securities of the Company held by Investor in violation of this Agreement.

b.           Any subsequent issuance to and/or acquisition of shares or the right to acquire shares by Investor during the Restriction Period will be subject to the provisions of this Agreement.

c.           Notwithstanding the foregoing restrict