Exhibit
      10.1

    


    THIS
      PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (“SUBSCRIPTION AGREEMENT”) RELATES TO
      AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT
      U.S.
      PERSONS PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
      1933,
      AS AMENDED (THE “1933 ACT”).

    


    NONE
      OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
      “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE 1933 ACT, OR
      ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED
      OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT
      IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT
      TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
      SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933 ACT. “UNITED
      STATES” AND “U.S. PERSON” ARE AS DEFINED BY REGULATION S UNDER THE 1933
      ACT.

     

    CONFIDENTIAL
      PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT

    (Offshore
      Subscribers)

    


    
      	1.	
              Subscription

            


    

     

    1.1 The
      undersigned (the “ Subscriber”)
      hereby irrevocably subscribes for and agrees to purchase 1,444,444
      shares
      of the common stock of the Company (“ Common
      Stock”)
      (each,
      a “ Share”)
      at a
      price per Share of USD $0.90
      (such
      subscription and agreement to purchase being the “ Subscription”),
      for
      an aggregate purchase price of USD $1,300,000
      (the “
Subscription
      Proceeds”).

     

    1.2 On
      the
      basis of the representations and warranties and subject to the terms and
      conditions set forth herein, the Company hereby irrevocably agrees to sell
      the
      Shares to the Subscriber.

    


    1.3  Subject
      to the terms hereof, the Subscription will be effective upon its acceptance
      by
      the Company. 

    


    
      	2.	
              Payment

            


    

    


    2.1 The
      Subscription Proceeds must accompany this Subscription. The Subscription
      Proceeds shall be wired to Aboudi & Brounstein, Law office, counsel to the
      Company, pursuant to the wiring instructions set out in Appendix A attached
      hereto.

    


    2.2 In
      the
      event that this Subscription Agreement is not accepted by the Company for
      whatever reason, and the Company hereby expressly reserves the right to accept
      or reject this Subscription, within 20 days of the delivery of an executed
      Subscription Agreement by the Subscriber, this Subscription Agreement, the
      Subscription Proceeds (without interest thereon) and any other documents
      delivered in connection herewith will be returned to the Subscriber at the
      address of the Subscriber as set forth in this Subscription
      Agreement.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.3 Where
      the
      Subscription Proceeds are paid to the Company, the Company is entitled to treat
      such Subscription Proceeds as an interest free loan to the Company until such
      time as the Subscription is accepted and the certificates representing the
      Shares have been issued to the Subscriber.

    


    
      	3.	
              Documents
                Required from the
                Subscriber

            


    

     

    3.1 The
      Subscriber must complete, sign and return to the Company an executed copy of
      this Subscription Agreement.

    


    3.2  The
      Subscriber shall complete, sign and return to the Company as soon as possible,
      on request by the Company, any documents, questionnaires, notices and
      undertakings as may be required by the Company in order to enable or show
      compliance with the requirements of regulatory authorities and applicable
      law.

    


    
      	4.	
              Closing

            


    

    


    4.1 Closing
      of the offering of the Shares (the “ Closing”)
      shall
      occur on or before June
      30, 2007,
      or on
      such other date as may be determined by the Company (the “ Closing
      Date”).

    


    
      	5.	
              Acknowledgments
                of the Subscriber

            


    

    


    The
      Subscriber acknowledges and agrees as follows:

    


    
      	
            	(i)	
              None
                of the Shares have been registered under the 1933 Act, or under any
                state
                securities or “blue sky” laws of any state of the United States, and,
                unless so registered, they may not be offered or sold in the United
                States
                or, directly or indirectly, to U.S. Persons, as that term is defined
                in
                Regulation S under the 1933 Act (“Regulation S”), except in accordance
                with the provisions of Regulation S, pursuant to an effective registration
                statement under the 1933 Act, or pursuant to an exemption from, or
                in a
                transaction not subject to, the registration requirements of the
                1933 Act
                and in each case in accordance with applicable state and provincial
                securities laws;

            


    

    


    
      	
            	(ii)	
              the
                Subscriber acknowledges that the Company has not undertaken, and
                will have
                no obligation, to register any of the Shares under the 1933 Act,
                except in
                accordance with Section 5 of this Subscription
                Agreement;

            


    

    


    
      	
            	(iii)	
              no
                prospectus or offering memorandum within the meaning of the securities
                laws has been delivered to or summarized for or seen by the Subscriber
                (and, if applicable, others for whom it is contracting hereunder)
                in
                connection with the Subscription (and, if applicable, others for
                whom it
                is contracting hereunder) is not aware of any prospectus or offering
                memorandum having been prepared by the
                Company;

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	(iv)	
              the
                decision to execute this Subscription Agreement and acquire the Shares
                hereunder has not been based upon any oral or written representation
                as to
                fact or otherwise made by or on behalf of the Company, and such decision
                is based entirely upon a review of information (the adequacy of which
                is
                hereby acknowledged) about the Company that is available to any member
                of
                the public on the EDGAR database maintained by the U.S. Securities
                and
                Exchange Commission (the “ SEC”)
                at www.sec.gov;

            


    

    


    
      	
            	(v)	
              it
                has not received, nor has it requested, nor does it have any need
                to
                receive, any offering memorandum (as defined by or contemplated in
                applicable securities legislation) or any other document (other than
                financial statements or any other continuous disclosure documents,
                the
                contents of which are prescribed by statute or regulation) describing
                the
                business and affairs of the Company which has been prepared for delivery
                to, and review by, prospective subscribers in order to assist them
                in
                making an investment decision in respect of the Shares, and it has
                not
                become aware of any advertisement including without limitation in
                printed
                media of general and regular paid circulation or on radio or television
                with respect to the distribution of the
                Shares;

            


    

    


    
      	
            	(vi)	
              no
                securities commission or similar regulatory authority has reviewed
                or
                passed on the merits of the Shares;

            


    

    


    
      	
            	(vii)	
              there
                is no government or other insurance covering any of the
                Shares;

            


    

    


    
      	
            	(viii)	
              there
                are risks associated with an investment in the Shares including,
                by way of
                example and not in limitation, the specific risks identified in the
                Company’s most recent periodic reports filed with the SEC and available
                for viewing at the SEC’s website at www.SEC.gov
                ;

            


    

    


    
      	
            	(ix)	
              the
                Subscriber has not acquired the Shares as a result of, and will not
                itself
                engage in, any “directed selling efforts” (as that term is defined in
                Regulation S under the 1933 Act) in the United States in respect
                of the
                Shares which would include any activities undertaken for the purpose
                of,
                or that could reasonably be expected to have the effect of, conditioning
                the market in the United States for the resale of the Shares; provided,
                however, that, following the period of restriction from sale or transfer
                of the Shares described in subsection 1.4 of this Subscription, the
                Subscriber may sell or otherwise dispose of the Shares pursuant to
                registration thereof under the 1933 Act and any applicable state
                and
                provincial securities laws or under an exemption from such registration
                requirements;

            


    

    


    
      	
            	(x)	
              the
                Subscriber and the Subscriber’s advisor(s) have had a reasonable
                opportunity to ask questions of and receive answers from the Company
                in
                connection with the distribution of the Shares hereunder, and to
                obtain
                additional information, to the extent possessed or obtainable without
                unreasonable effort or expense, necessary to verify the accuracy
                of the
                information about the Company;

            


    

    


    
      	
            	(xi)	
              the
                Subscriber will indemnify the Company and its directors, officers,
                employees, agents, advisors and shareholders against, and will hold
                them
                harmless from and against any and all loss, liability, claim, damage
                and
                expense whatsoever (including, but not limited to, any and all fees,
                costs
                and expenses whatsoever reasonably incurred in investigating, preparing
                or
                defending against any claim, lawsuit, administrative proceeding or
                investigation whether commenced or threatened) arising out of or
                based
                upon any representation or warranty of the Subscriber contained herein
                or
                in any document furnished by the Subscriber to the Company in connection
                herewith being untrue in any material respect or any breach or failure
                by
                the Subscriber to comply with any covenant or agreement made by the
                Subscriber to the Company in connection
                therewith;

            


    

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    

      
        	
              	(xii)	
                the
                  Shares are not listed on any stock exchange or automated dealer
                  quotation
                  system and no representation has been made to the Subscriber that
                  any of
                  the Shares will become listed on any stock exchange or automated
                  dealer
                  quotation system except that currently the Company’s common shares are
                  quoted on the “Pink Sheets” operated by the
                  OTC;

              


      

      


      
        	
              	(xiii)	
                the
                  Company will refuse to register any transfer of the Shares not
                  made in
                  accordance with the provisions of Regulation S, pursuant to an
                  effective
                  registration statement under the 1933 Act or pursuant to an available
                  exemption from the registration requirements of the 1933 Act and
                  in
                  accordance with applicable state and provincial securities
                  laws;

              


      

      


      
        	
              	(xiv)	
                the
                  statutory and regulatory basis for the exemption from U.S registration
                  requirements claimed for the offer of the Shares, although in technical
                  compliance with Regulation S, would not be available if the offering
                  is
                  part of a plan or scheme to evade the registration provisions of
                  the 1933
                  Act or any applicable state or provincial securities
                  laws;

              


      

      


      
        	
              	(xv)	
                the
                  Subscriber has been advised to consult the Subscriber’s own legal, tax and
                  other advisors with respect to the merits and risks of an investment
                  in
                  the Shares and with respect to applicable resale restrictions,
                  and it is
                  solely responsible (and the Company is not in any way responsible)
                  for
                  compliance with:

              


      

      
        	
              	(a)	
                any
                  applicable laws of the jurisdiction in which the Subscriber is
                  resident in
                  connection with the distribution of the Shares hereunder,
                  and,

              


      

      
        	
              	(b)	
                applicable
                  resale restrictions; and,

              


      

      


      
        	
              	(xvi)	
                this
                  Subscription Agreement is not enforceable by the Subscriber unless
                  it has
                  been accepted by the Company.

              


      

       

    

    
      	6.	
              Representations,
                Warranties and Covenants of the
                Subscriber

            


    

    


    
      	
            	(i)	
              the
                Subscriber has the legal capacity and competence to enter into and
                execute
                this Subscription Agreement and to take all actions required pursuant
                hereto and, if the Subscriber is a corporation, it is duly incorporated
                and validly subsisting under the laws of its jurisdiction of incorporation
                and all necessary approvals by its directors, shareholders and others
                have
                been obtained to authorize execution and performance of this Subscription
                Agreement on behalf of the
                Subscriber;

            


    

    
      	
            	(ii)	
              the
                entering into of this Subscription Agreement and the transactions
                contemplated hereby do not result in the violation of any of the
                terms and
                provisions of any law applicable to the Subscriber or of any agreement,
                written or oral, to which the Subscriber may be a party or by which
                the
                Subscriber is or may be bound;

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      	
            	(iii)	
              the
                Subscriber has duly executed and delivered this Subscription Agreement
                and
                it constitutes a valid and binding agreement of the Subscriber enforceable
                against the Subscriber in accordance with its
                terms;

            


    

    


    
      	
            	(iv)	
              the
                Subscriber is not acquiring the Shares for the account or benefit
                of,
                directly or indirectly, any U.S. Person, as that term is defined
                in
                Regulation S;

            


    

    


    
      	
            	(v)	
              the
                Subscriber is not acquiring the Shares for the account or benefit
                of,
                directly or indirectly, any U.S.
                Person;

            


    

    


    
      	
            	(vi)	
              the
                Subscriber is not a U.S. Person, as that term is defined in Regulation
                S;

            


    

    


    
      	
            	(vii)	
              the
                Subscriber is resident in the jurisdiction set out under the heading
“Name
                and Address of Subscriber” on the signature page of this Subscription
                Agreement;

            


    

    


    
      	
            	(viii)	
              the
                sale of the Shares to the Subscriber as contemplated in this Subscription
                Agreement complies with or is exempt from the applicable securities
                legislation of the jurisdiction of residence of the
                Subscriber;

            


    

    


    
      	
            	(ix)	
              the
                Subscriber is acquiring the Shares for investment only and not with
                a view
                to resale or distribution and, in particular, it has no intention
                to
                distribute either directly or indirectly any of the Shares in the
                United
                States or to U.S. Persons, as that term is defined in Regulation
                S;

            


    

    


    
      	
            	(x)	
              the
                Subscriber is outside the United States when receiving and executing
                this
                Agreement and is acquiring the Shares as principal for the Subscriber’s
                own account, for investment purposes only, and not with a view to,
                or for,
                resale or public distribution thereof, in whole or in part, and no
                other
                person has a direct or indirect beneficial interest in such
                Shares;

            


    

    


    
      	
            	(xi)	
              the
                Subscriber is not an underwriter of, or dealer in, the common shares
                of
                the Company, nor is the Subscriber an affiliate of any such underwriter
                of
                or dealer in the Shares, nor is it participating, pursuant to a
                contractual agreement or otherwise, in any distribution of the
                Shares;

            


    

    


    
      	
            	(xii)	
              the
                Subscriber (i) is able to fend for him/her/itself in the Subscription;
                (ii) has such knowledge and experience in business matters as to
                be
                capable of evaluating the merits and risks of its prospective investment
                in the Shares; and (iii) has the ability to bear the economic risks
                of its
                prospective investment and can afford the complete loss of such
                investment;

            


    

    


    
      
        	
              	(xiii)	
                the
                  Subscriber understands and agrees that none of the Shares have
                  been
                  registered under the 1933 Act, or under any state securities or
“blue sky”
                  laws of any state of the United States, and, unless so registered,
                  may not
                  be offered or sold in the United States or, directly or indirectly,
                  to
                  U.S. Persons except in accordance with the provisions of Regulation
                  S,
                  pursuant to an effective registration statement under the 1933
                  Act, or
                  pursuant to an exemption from, or in a transaction not subject
                  to, the
                  registration requirements of the 1933
                  Act;

              


      

    

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      	
            	(xiv)	
              if
                the Subscriber is acquiring the Shares as a fiduciary or agent for
                one or
                more investor accounts, the Subscriber has sole investment discretion
                with
                respect to each such account and it has full power to make the foregoing
                acknowledgements, representations and agreements on behalf of such
                account;

            


    

    


    
      	
            	(xv)	
              the
                Subscriber has not acquired the Shares as a result of, and will not
                itself
                engage in, any “directed selling efforts” (as defined in Regulation S
                under the 1933 Act) in the United States in respect of the Shares
                which
                would include any activities undertaken for the purpose of, or that
                could
                reasonably be expected to have the effect of, conditioning the market
                in
                the United States for the resale of the Shares; provided, however,
                that
                unless provided otherwise herein, the Subscriber may sell or otherwise
                dispose of the Shares pursuant to registration of the Shares pursuant
                to
                the 1933 Act and any applicable state and provincial securities laws
                or
                under an exemption from such registration requirements and as otherwise
                provided herein;

            


    

    


    
      	
            	(xvi)	
              in
                addition to the restrictions on sale or transfer in this Subscription,
                the
                Subscriber understands and agrees that offers and sales of any of
                the
                Shares prior to the expiration of a period of one year after the
                date of
                original issuance of the Shares (the one year period hereinafter
                referred
                to as the “ Distribution
                Compliance Period”)
                shall only be made in compliance with the safe harbor provisions
                set forth
                in Regulation S, pursuant to the registration provisions of the 1933
                Act
                or an exemption therefrom, and that all offers and sales after the
                Distribution Compliance Period shall be made only in compliance with
                the
                registration provisions of the 1933 Act or an exemption therefrom
                and in
                each case only in accordance with applicable state and provincial
                securities laws;

            


    

    


    
      	
            	(xvii)	
              the
                Subscriber understands and agrees not to engage in any hedging
                transactions involving any of the Shares unless such transactions
                are in
                compliance with the provisions of the 1933 Act and in each case only
                in
                accordance with applicable state and provincial securities
                laws;

            


    

    


    
      	
            	(xviii)	
              the
                Subscriber understands and agrees that the Company will refuse to
                register
                any transfer of the Shares not made in accordance with the provisions
                of
                Regulation S, pursuant to an effective registration statement under
                the
                1933 Act or pursuant to an available exemption from the registration
                requirements of the 1933 Act;

            


    

    


    
      	
            	(xix)	
              the
                Subscriber is not aware of any advertisement of any of the Shares;
                and

            


    

    


    
      	
            	(xx)	
              no
                person has made to the Subscriber any written or oral
                representations:

            


    

    
      	
            	(a)	
              that
                any person will resell or repurchase any of the
                Shares;

            


    

    
      	
            	(b)	
              that
                any person will refund the purchase price of any of the
                Shares;

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      	
            	(c)	
              as
                to the future price or value of any of the Shares;
                or

            


    

    
      	
            	(d)	
              that
                any of the Shares will be listed and posted for trading on any stock
                exchange or automated dealer quotation system or that application
                has been
                made to list and post any of the Shares on any stock exchange or
                automated
                dealer quotation system; except that the Company’s Common Stock is
                currently quoted on the Pink
                Sheets.

            


    

    


    
      	7.1	
              Acknowledgment
                and Waiver

            


    

     

    7.1  The
      Subscriber has acknowledged that the decision to purchase the Shares was solely
      made on the basis of publicly available information provided to the Subscriber.
      The Subscriber hereby waives, to the fullest extent permitted by law, any rights
      of withdrawal, rescission or compensation for damages to which the Subscriber
      might be entitled in connection with the distribution of the
      Shares.

    


    
      	8.	
              Legending
                of the Subject Shares

            


    

     

    8.1 The
      Subscriber hereby acknowledges that that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable securities
      laws
      and regulations, the certificates representing any of the Shares will bear
      a
      legend in substantially the following form:

    


    “THESE
      SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
      PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF THE
      SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
      1933
      ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
      BE
      OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED HEREIN) OR, DIRECTLY OR
      INDIRECTLY, TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
      NOT
      SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE
      ONLY
      IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING
      TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE
      WITH THE 1933 ACT. “ UNITED STATES” AND “U.S. PERSON” ARE AS DEFINED BY
      REGULATION S UNDER THE 1933 ACT.”

    


    8.2 The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on
      its records or giving instructions to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described in this Subscription Agreement.

    


    
      	9.	
              Commission
                to an Agent

            


    

    


    9.1 The
      Subscriber understands that upon Closing the Company may, in its sole
      discretion, approve the payment of a commission to an agent or agents, such
      commission to be calculated on the basis of a percentage of the gross proceeds
      of the Offering raised from Subscribers introduced to the Company by such
      agent(s).

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      	10.	
              Costs

            


    

     

    10.1 The
      Subscriber acknowledges and agrees that all costs and expenses incurred by
      the
      Subscriber (including any fees and disbursements of any special counsel retained
      by the Subscriber) relating to the purchase of the Shares shall be borne by
      the
      Subscriber.

     

    
      	11.	
              Governing
                Law

            


    

     

    11.1 This
      Subscription Agreement is governed by the laws of the State of New York. The
      Subscriber, in its personal or corporate capacity and, if applicable, on behalf
      of each beneficial purchaser for whom it is acting, irrevocably attorns to
      the
      jurisdiction of the courts of the State of New York.

     

    
      	12.	
              Survival

            


    

     

    12.1 This
      Subscription Agreement, including without limitation the representations,
      warranties and covenants contained herein, shall survive and continue in full
      force and effect and be binding upon the parties hereto notwithstanding the
      completion of the purchase of the Shares by the Subscriber pursuant
      hereto.

     

    
      	13.	
              Assignment

            


    

     

    13.1 This
      Subscription Agreement is not transferable or assignable.

     

    
      	14.	
              Severability

            


    

     

    14.1
      The
      invalidity or unenforceability of any particular provision of this Subscription
      Agreement shall not affect or limit the validity or enforceability of the
      remaining provisions of this Subscription Agreement. 

     

    
      	15.	
              Entire
                Agreement

            


    

     

    15. Except
      as
      expressly provided in this Subscription Agreement and in the agreements,
      instruments and other documents contemplated or provided for herein, this
      Subscription Agreement contains the entire agreement between the parties with
      respect to the sale of the Shares and there are no other terms, conditions,
      representations or warranties, whether expressed, implied, oral or written,
      by
      statute or common law, by the Company, its agents or by anyone
      else.

     

    
      	16.	
              Notices

            


    

     

    16.1 All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication. Notices to the Subscriber shall be directed to the address
      on
      the signature page of this Subscription Agreement and notices to the Company
      shall be directed to it at Beit Hapa’amon, Suite 209, 20 Hata’as Street, Kfar
      Saba Israel 44425.

     

    16.2  The
      Subscriber hereby acknowledges and agrees that it will notify the Company at
      the
      address or fax number above, or at such other address or fax number as the
      Company notifies the Subscriber from time to time is the current address or
      fax
      number of the Company, to maintain with the Company’s records an updated address
      to which the Company may mail or transmit notices and other communications
      under
      this Subscription Agreement.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    16.3   The
      Subscriber hereby acknowledges and agrees that failure by the Subscriber to
      provide the notice required in this Section removes all obligations pursuant
      to
      this Subscription Agreement to provide notice to the Subscriber.

     

    
      	17.	
              Reliance,
                Indemnity, Notification of Changes and
                Survival

            


    

     

    17. The
      representations and warranties in this Subscription Agreement are made by the
      Subscriber with the intent that they be relied upon by the Company and the
      Agent
      in determining its suitability as a purchaser of the Shares, and the Subscriber
      hereby agrees to indemnify the Company and the Agent against all losses, claims,
      costs, expenses and damages or liabilities which any of them may suffer or
      incur
      as a result of reliance thereon. The Subscriber undertakes to notify the Company
      and the Agent immediately of any change in any representation, warranty or
      other
      information relating to the Subscriber set forth in this Subscription Agreement
      (and the exhibits, schedules, forms and appendices thereto) which takes place
      prior to the Closing.

     

    17.2  The
      representations and warranties of each Subscriber contained in this Section
      will
      survive the Closing.

     

    
      	18.	
              Counterparts
                and Electronic Means

            


    

     

    18.1 This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which, when so executed and delivered, shall constitute an original and all
      of
      which together shall constitute one instrument. Delivery of an executed copy
      of
      this Subscription Agreement by electronic facsimile transmission or other means
      of electronic communication capable of producing a printed copy will be deemed
      to be execution and delivery of this Subscription Agreement as of the date
      hereinafter set forth.

     

    
      	19	
              Delivery
                Instructions

            


    

     

    19.1 If
      delivery address is different from the address in the signatory below, the
      Subscriber hereby directs the Company to deliver the Shares to:

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF
      the
      Subscriber has duly executed this Subscription Agreement as of the date of
      acceptance by the Company.

    


    
      	 
	 	 
	
               

            	 	
              (Name
                of Subscriber – Please type or print)

            
	 
	 	 
	
               

            	 	
              (Signature
                and Title)

            
	 
	 	 
	 	 	
              (Address
                of Subscriber)

            
	 
	 	 
	
               

            	 	
              (Country
                of Incorporation)

            
	 
	 	 
	
               

            	 	
              (Fax
                – Please provide)

            
	 
	 	 
	
               

            	 	
              (E-mail
                Address of Subscriber – Please
                provide)

            


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    A
      C C E P T A N C E

     

    The
      above-mentioned Subscription Agreement in respect of the shares is hereby
      accepted by the Company.

     

    DATED
      at
      Kfar Saba, Israel, the __ day of July, 2007.

     

    SPO
      MEDICAL INC.

     

    
      	
              Per:

            	
                                                        
                                              

            
	
               

            	
              Michael
                Braunold, CEO

            


    

     

    
      
         

      

      
        11