Exhibit
10.18





TERMINATION
& SETTLEMENT AGREEMENT





TERMINATION & SETTLEMENT
AGREEMENT dated and effective as of the 24th day December 2009 by and
between SPO Medical Inc.
(the “Company”) and Jeff
Feuer (the “Employee”).





WITNESSETH





WHEREAS, SPO Medical, Inc.
entered into employment agreement with Employee dated July 14 2005 (the
"Employment Agreement"); and




WHEREAS, the Company has
decided to terminate the Employment Agreement and the parties wish to settle all
outstanding matters under the Employment Agreement in accordance with the terms
and conditions hereto





NOW, THEREFORE, in
consideration of the mutual promises and covenants contained in this agreement
the Parties hereby agree as follows:





1.
            Representations and
      Undertakings by Employee





In
consideration of the undertakings by the Company contained herein, Employee
hereby agrees, represents and covenants as follows:





a)          
Employee acknowledges and agrees that Section 5 (Confidentiality, Non Compete;
Poaching; Development Rights) of the Employment Agreement shall continue in full
force and effect in accordance with their terms.





b)          
Employee shall return to the Company all Company property in his possession,
control or under his influence.





c)          
Subject to the terms and conditions set forth herein, Employee acknowledges and
agrees that the undertakings, release and payments by Company contained in this
Agreement , are being made in lieu of any amounts, now or in the future, payable
by Company to Employee under the terms of the Employment Agreement or otherwise
and in full satisfaction of all claims by Employee to any payments owing from
the Company (and its affiliates, officers, directors, shareholders, employees,
agents, attorneys, insurers, successors and assigns) in connection with his
retention under the Employment Agreement or to any other demands, claims, rights
or privilege.





2.
            Representations and
      Undertakings by the Company





2.1           In
consideration of the undertakings by the Employee contained herein, the Company
hereby agrees, represents and covenants as follows:










a)            The
Company shall forthwith take all action necessary to extend the exercise date of
the following options previously granted to Employee to December 31,
2014.





- 120,000 at a US$0.60 exercise
price


- 100,000 at a US$0.78 exercise
price


- 249,000 at a US$0.13 exercise
price





b)          
The Company shall forthwith issue to the Employee warrant to purchase 200,000
shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), exercisable through the fifth anniversary of the issuance date a per
share exercise price of $0.01 (the “Warrant”).





2.2           All
corporate action on the part of the Company necessary for the authorization,
execution and delivery of this Agreement, the performance of all obligations of
the Company hereunder has been taken.





2.3           All
taxes, withholdings and deductions payable or due in respect of the issuance or
exercise of the Warrant or resale of the underlying shares of Common Stock, or
any component thereof, if any, will be borne by Employee.





3.           Indemnification by
Employee




Employee
agrees to hold harmless and indemnify the Company (its affiliates, their
respective past, present and future officers, directors, shareholders,
employees, agents, attorneys, successors and assigns) for the reasonable costs
of defense and any and all losses, claims, damages, liabilities or expenses,
including, without limitation, reasonable attorneys' fees, judgments, fines,
excise taxes or penalties, and other expenses incurred in connection with any
proceeding by the Israeli tax authorities, the value added authorities or any
other regulatory agency in respect of the issuance or exercise of the Warrant
granted to Employee under this Section 2 or the resale of the underlying shares
of Common Stock.




4.           Termination of Agreements &
Other Positions





4.1           As
of December 24th 2009 the Employment Agreement shall automatically and without
any further action on the part of the Parties be terminated except to the extent
otherwise provided herein.





4.2           By
his execution of this Agreement, and without any further action, Employee hereby
resigns, effective immediately, from any positions he holds with the
Company.




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5.           Releases





5.1           In
consideration of the release contained in Section 4.2 below, Employee (and each
of his respective, attorneys, agents, heirs, successors, executors, personal
representatives and assigns) does hereby absolutely and unconditionally waive,
release and forever discharge Company (and its affiliates, officers, directors,
shareholders, employees, agents, attorneys, insurers, successors and assigns)
from any claims, demands, obligations, liabilities, rights, causes of action and
damages, whether liquidated or unliquidated, absolute or contingent, known or
unknown, arising prior to or concurrent with the date hereof, including, without
limitation, any claim under the Employment Agreement, claims under any labor
laws and regulations including claims for wrongful termination, claims with
respect to the stock options, claims with respect to any other payment required
under law or claims with respect to or under any government regulatory
authorities or agencies. The foregoing release shall not be construed as a
waiver by Employee of the compliance by the Company with its undertakings
contained in this Agreement.





5.2           In
consideration of the release in Section 4.1 above, the Company (and its
officers, directors, shareholders, employees, attorneys, agents, successors, and
assigns) do hereby absolutely and unconditionally waive, release and forever
discharge Employee and his respective, agents, attorneys, insurers, successors,
executors and assigns, from any claims, demands, obligations, liabilities,
rights, causes of action and damages, whether liquidated or unliquidated,
absolute or contingent, known or unknown, arising prior to or concurrent with
the date hereof, including, without limitation, any claim under the Employment
Agreement or claims with respect to or under any government regulatory
authorities or agencies. The foregoing release shall not be construed as a
waiver by the Company of the compliance by Employee of his undertakings
contained in this Agreement.





6.     
      Reliance and Complete
Agreement.





The
parties acknowledge and agree that in the execution of this Agreement, neither
has relied upon any representation by any party or attorney, except as expressly
stated herein. Moreover, this Agreement shall represent the complete and entire
agreement between the parties, to the exclusion of any and all other prior or
concurrent terms, written or oral.  No supplement, modification or
waiver or termination of this Agreement or any provision hereof shall be binding
unless executed in writing by the parties to be bound thereby.





7.    
       Headings.





Section
and subsection headings are not to be considered part of this Agreement and are
included solely for convenience and are not intended to be full or accurate
descriptions of the content thereof.





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8.     
      Successors and Assigns.





Except as
otherwise provided in this Agreement, all the terms and provisions of this
Agreement shall be upon, and shall inure to the benefit of, the parties hereto
and their respective heirs, personal representatives, successors and
assigns.





9.         
  Counterparts.





This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.





10.     
    Entire Agreement.





This
Agreement may be executed in counterparts. This Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes any prior or contemporaneous understanding or agreement, written or
verbal, among the parties with respect to the subject matter
hereof.





11.      
   Governing Law; Jurisdiction and Forum.





Except as
provided below this Agreement, its interpretation, validity, construction,
enforcement and effect shall be governed by and construed under the laws of the
State of Delaware without reference or effect to the principles of conflict of
laws. Each of the parties consents to the jurisdiction of the appropriate court
in Delaware and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens to the bringing
of any such proceeding in such jurisdictions.





The
Company may enforce its rights under Section 2.3 in accordance with the laws of
the State of Israel and in the appropriate court in Tel Aviv –
Jaffa.





12.   
      Representations.





Each of
Employee and the Company acknowledges that they have had the opportunity to
consult with legal counsel respecting this Agreement. Each person executing this
Agreement on behalf of a corporation hereby represents and warrants that he has
been authorized to do so by all necessary corporate action.





13.      
   Non-Disparagement.





Neither
of the Parties (and their respective heirs, personal representatives,
successors, affiliates, subsidiaries, officers or stockholders), shall disparage
the other Party hereto or their businesses.





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IN WITNESS WHEREOF, each of
the parties has set forth its/ his signature as of the date first written
above.




SPO
      Medical, Inc./s/ Michael Braunold
            
            /s/ Jeff FeuerMichael
      Braunold
            
            Jeff
      FeuerCEO




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