SPO Medical Inc
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>8
<FILENAME>v017047_ex10-4.txt
<TEXT>
                                  Exhibit 10.4

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED (THE "ACT") OR STATE
SECURITIES  LAWS  AND  MAY  NOT  BE  SOLD,  TRANSFERRED,  ASSIGNED,  PLEDGED  OR
HYPOTHECATED OR OTHERWISE  DISPOSED OF UNLESS REGISTERED UNDER THE ACT AND UNDER
APPLICABLE STATE SECURITIES LAW OR SPO MEDICAL GROUP, LTD. (THE "COMPANY") SHALL
HAVE RECEIVED AN OPINION IN FORM, SCOPE AND SUBSTANCE  REASONABLY  ACCEPTABLE TO
COUNSEL FOR THE COMPANY,  THAT REGISTRATION OF SUCH SECURITIES UNDER THE ACT AND
UNDER  PROVISIONS OF SUCH  APPLICABLE  FEDERAL AND STATE  SECURITIES LAWS IS NOT
REQUIRED.

                      FORM OF COMMON STOCK PURCHASE WARRANT

                                                              Expires ____, 2007

No.:                                                  Number of shares:_________
Date of Issuance:  __________ 2005

      1. Issuance.  In  consideration  of good and valuable  consideration,  the
receipt  of which  is  hereby  acknowledged  by SPO  Medical  Inc.,  a  Delaware
corporation (the "Company") that  ___________________ or his registered assigned
(the  "Holder")  is hereby  granted the right to purchase at any time until 5:00
P.M.,  New York City time,  on ____,  2007  [INSERT  DATE 24 MONTHS FROM DATE OF
WARRANT] (the "Expiration Date"),  _________fully paid and nonassessable  shares
(the "Warrant  Shares") of the Company's common stock, par value $0.01 per share
(the "Common  Stock"),  at an exercise  price (the  "Exercise  Price") per share
equal to  $0.85.  The  Exercise  Price and the  number  of shares  for which the
Warrant is exercisable shall be subject to adjustment as provided herein.

      2. Exercise of Warrants.  Exercise of the purchase  rights  represented by
this  Warrant may be made at any time or times,  on or before 5:00 P.M. New York
City time on the Expiration Date, or such earlier date on which this Warrant may
terminate as provided in this Warrant,  by the surrender of this Warrant and the
Notice of  Exercise  Form  annexed  hereto duly  executed,  at the office of the
company (or such other  office or agency of the Company as it may  designate  by
notice in writing to the registered  holder hereof at the address of such holder
appearing  on the  books  of the  Company)  and upon  payment  of an  amount  of
consideration therefore payable by certified check or cashier's check or by wire
transfer  to an account  designated  by the  Company  in an amount  equal to the
Exercise  Price  multiplied  by the number of  Warrant  Shares  purchased.  This
Warrant  may be  exercised  in  whole  or in part  and  such  exercise  shall be
accompanied by written notice from the Holder of this Warrant showing the number
of Warrant Shares with respect to which rights are being surrendered  thereunder
(the  "Surrendered  Shares")  and the net number of shares of Common Stock to be
issued  after giving  effect to such  surrender.  The Company  shall cancel this
Warrant with respect to any Surrendered  Shares.  In the event of an exercise of
this Warrant in accordance  with this Section 2, the Holder shall be entitled to
receive a certificate for the number of shares of Common Stock so purchased.

      2.  Reservation of Shares.  The Company hereby covenants that at all times
during the term of this Warrant  there shall be reserved a sufficient  number of
shares of its Common Stock as shall be required for  issuance  upon  exercise of
this Warrant (the "Warrant Shares").

      3.  No  Fractional  Shares  of  Scrip.  No  fractional  shares  or  script
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.

      4. Loss, Theft,  Destruction or Mutilation of Warrant. Upon receipt by the
Company  of  evidence  satisfactory  to it of the loss,  theft,  destruction  or
mutilation  of this  Warrant,  and (in the case of loss,  theft or  destruction)
receipt  of  reasonably  satisfactory  indemnification,  and  (in  the  case  of
mutilation)  upon surrender and  cancellation of this Warrant,  the Company will
execute  and  deliver a new  Warrant  of like  tenor and date and any such lost,
stolen, destroyed or mutilated Warrant shall thereupon become void.


                                                                               1
<PAGE>

      5.  Rights of the  Holder.  The Holder  shall not,  by virtue  hereof,  be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those  expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

      7. Capital Adjustments. In case of any stock split or reverse stock split,
stock dividend,  reclassification of the Common Stock, recapitalization,  merger
or consolidation (where the Company is not the surviving entity), the provisions
of this  Section 7 shall be  applied  as if such  capital  adjustment  event had
occurred immediately prior to the date of this Warrant and the original Exercise
Price had been  fairly  allocated  to the  stock  resulting  from  such  capital
adjustment;  and in other  respects  the  provisions  of this  Section  shall be
applied in a fair,  equitable  and  reasonable  manner so as to give effect,  as
nearly as may be, to the purposes hereof.

            7.1 Adjustment Mechanism.  If an adjustment of the Exercise Price is
required  pursuant to this  Section 7, the Holder  shall be entitled to purchase
such number of shares of Common  Stock as will cause (i) (x) the total number of
shares of Common Stock  Holder is entitled to purchase  pursuant to this Warrant
following  such  adjustment,  multiplied by (y) the adjusted  Exercise Price per
share,  to equal the result of (ii) (x) the dollar amount of the total number of
shares of Common  Stock  Holder  is  entitled  to  purchase  before  adjustment,
multiplied by (y) the total Exercise Price before adjustment.

      An  adjustment  made  pursuant to this  Section 7 shall  become  effective
immediately  after the effective  date of such event  retroactive  to the record
date, if any, for such event.

      8. Notice of  Adjustment.  Whenever the number of Warrant Shares or number
or kind of securities or other  property  purchasable  upon the exercise of this
Warrant or the Exercise Price is adjusted as herein provided,  the Company shall
promptly mail by registered or certified mail, return receipt requested,  to the
Holder  notice of such  adjustment  or  adjustments  setting forth the number of
Warrant Shares (and other securities or property)  purchasable upon the exercise
of this  Warrant  and the  Exercise  price of such  Warrant  Shares  (and  other
securities or property) after such  adjustment,  setting forth a brief statement
of the facts  requiring  such  adjustment  and setting forth the  computation by
which such adjustment was made. Such notice, in absence of manifest error, shall
be conclusive evidence of the correctness of such adjustment.

      9. Transfer to Comply with the  Securities  Law. This Warrant has not been
registered under the Securities Act of 1933, as amended (the "Act") and has been
issued to the Holder for investment and not with a view to the  distribution  of
either the Warrant or the Warrant  Shares.  Neither  this Warrant nor any of the
Warrant  Shares or any other  security  issued or issuable upon exercise of this
Warrant may be sold,  transferred,  pledged or hypothecated in the absence of an
effective  registration  statement under the Act relating to such security or an
opinion of counsel satisfactory to the Company that registration is not required
under the Act.  Each  certificate  for the Warrant,  the Warrant  Shares and any
other security  issued or issuable upon exercise of this Warrant shall contain a
legend on the face thereof,  in form and substance  satisfactory  to counsel for
the  Company,  setting  forth the  restrictions  on transfer  contained  in this
Paragraph as well as any other  restriction on sale or transfer such as would be
contained in a lock-up agreement. The warrant is also subject to a lock-up.

      10.  Notices.  Any notice or other  communication  required  or  permitted
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission  or sent by  certified,  registered or
express mail,  postage  pre-paid.  Any such notice shall be deemed given when so
delivered personally,  telegraphed,  telexed or sent by facsimile  transmission,
or, if mailed,  two days after the date of deposit in the Untied  States  mails.
The  addresses  for such  communications  shall be with respect to the Holder of
this Warrant or of Warrant  Shares  issued  pursuant  hereto,  addressed to such
Holder at its last known address or facsimile  number  appearing on the books of
the  Company  maintained  for such  purposes,  or with  respect to the  Company,
addressed to:

SPO Medical Group, Inc.
Suite 380,
North Building,
21860, Burbank Boulevard,
Woodland Hills,
CA 91367-6493

Attention:  Michael Braunold


                                                                               2
<PAGE>

with a copy to:

Aboudi & Brounstein
Attn: David Aboudi, Esq.
Rechov Gavish 3, POB 2432
Kfar Saba Industrial Zone 44641 Israel
Telephone No.: (011-972-9) 764-4833
Telecopier No.: (011-972-9) 764-4834


Or to such other address or addresses or facsimile number or numbers as any such
party may most recently have  designated in writing to the other party hereto by
notice given in accordance with this Section.

      11.  Supplements  and  Amendments;  Whole  Agreement.  This Warrant may be
amended or  supplemented  only by an instrument in writing signed by the parties
hereto. This Warrant of even date herewith contain the full understanding of the
parties   hereto  with   respect  to  its  subject   matter  and  there  are  no
representations,  warranties,  agreements or understandings other than expressly
contained herein.

      12.  Governing  Law.  This Warrant  shall be governed by and  construed in
accordance  with  the  laws of the  State  of New  York  without  regard  to its
conflicts  of laws  principles.  The Holder  hereby  irrevocably  submits to the
jurisdiction of any United States district court located in the City of New York
over any action or proceeding arising out of or relating to this Agreement.  The
Holder further agrees that any action or proceeding  brought against the Company
shall be brought only in the United States  district  courts located in the City
of New York.

      13.  Counterparts.   This  Warrant  may  be  executed  in  any  number  of
counterparts and each of such  counterparts  shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

      14. Descriptive Headings.  Descriptive headings of the several Sections of
this Warrant are inserted for  convenience  only and shall not control or affect
the meaning or construction of any of the provisions hereof.

                    [signature page follows on the next page]


<PAGE>



      IN WITNESS  WHEREOF,  the parties  hereto have executed this Warrant as of
______ _____, 2005.

                                    SPO MEDICAL INC.



                                    By:
                                       ---------------------------------
                                         Name:  Michael Braunold

                                   Title: CEO


                                                                               3
<PAGE>

                          NOTICE OF EXERCISE OF WARRANT

            The  undersigned  hereby  irrevocably  elects to exercise the right,
represented by the Warrant certificate dated as of _________,  2005, to purchase
___________  shares of the Common Stock,  stated value $______ per share, of SPO
Medical Inc. and tenders herewith payment.

            By  certificate   check,   cashier's   check  or  wire  transfer  of
$_____________.

            Number of Warrant Shares Surrendered for Cancellation:________

            Number of Warrant Shares to be Issued: ___________________________

            In exercising  this Warrant,  the  undersigned  hereby  confirms and
acknowledges  that the shares of Common Stock are being acquired  solely for the
account of the  undersigned  and not as a nominee for any other  party,  and for
investment,  and that the undersigned will not offer,  sell or otherwise dispose
of any such shares of Common  Stock,  except under  circumstances  that will not
result in a violation of the Untied States  Securities  Act of 1933, as amended,
or any foreign or state securities laws.

            Please issue a certificate or certificates  representing said shares
of  Common  Stock in the name of the  undersigned  or in such  other  name as is
specified below:

                 --------------------------------                (Name)

                  --------------------------------
                  (Address)

                  --------------------------------



By:
   ---------------------------
      Name:

Dated:
      -------------------
</TEXT>
</DOCUMENT>
