Exhibit
10.17





TERMINATION
& SETTLEMENT AGREEMENT





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





WITNESSETH





WHEREAS, SPO Medical Equipment
Ltd. entered into employment agreement with Employee dated May 15 2005, as
amended on June 1 2007 (the "Employment. Agreement"); and





WHEREAS, the Company has
terminated the Employment Agreement and the parties wish to settle all
outstanding matters under the Employment Agreement, all 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 as
otherwise required under law 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 pay to Employee an aggregate amount of NIS 25,000 in respect of
accrued vacation under the Employment Agreement and NIS 49,500 in respect of tax
exempt severance payments. The aggregate amount shall be paid over two payments
of NIS 49,750 and NIS 24,750 payable on January 9th, 2010,
and March 9th, 2010
respectively.





b)           In
addition The Company shall pay to Employee an aggregate amount of NIS 258,000 in
respect of severance pay under the Employment Agreement. This amount shall be
paid in monthly installments on the 9th of each
month, in the amount of NIS 21,500 per month commencing on February 9, 2010
through January 9, 2011:




BY HIS
SIGNATURE BELOW, EMPLOYEE AGREES THAT THIS AGREEMENT WILL BE DEEMED AS A FINAL
SETTLEMENT AND ADMISSION PURSUANT TO CLAUSE 29 OF THE SEVERANCE PAY LAW, 1963.
IN CONNECTION WITH THE ABOVE WAIVER, EMPLOYEE FURTHER REPRESENTS THAT HE HAS
CONSULTED WITH AN ATTORNEY EXPERIENCED IN LABOR LAW MATTERS IN ISRAEL AND
UNDERSTANDS THE CONSEQUENCES OF THIS WAIVER.





c)           The
Company hereby transfers ownership to Employee of the laptop computer for no
consideration which the Company has provided to Employee and which is currently
in Employee’s possession.





d)           The
Employee shall have continued use of cell phone and the vehicle he currently is
provided under the Employment Agreement through the end of June
2010.





e)           The
Company hereby releases to the benefit of the Employee all funds that have been
paid to date to the Employee’s benefit in the severance pay and pension funds
established pursuant to the Employment Agreement. The Company shall cooperate
with Employee in dealing with any procedural requirement to formalize this
release and provide a letter of termination detailing the period of employment
with the company.





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           Should
the Employee obtain from the Israel Tax Authorities a notice for deduction of
taxes at source, the Company shall apply such notice to the payments it makes to
Employee. If no such notice is provided by Employee, then the Company will
deduct from payments made hereunder all amounts required to be withheld in
respect of deductions and withholdings under Israeli law customarily made by the
Company.





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3.           Termination of Agreements &
Other Positions





3.1           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.





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




4.           Releases





4.1           In
consideration of the release contained in Section 4.2 below, Employee (and each
of his respective, attorneys, agents, heirs,  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.





4.2           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, 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.




5.           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.





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6.           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.





7.           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.





8.           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.





9.           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.





10.          Governing
Law; Jurisdiction and Forum.





This
Agreement, its interpretation, validity, construction, enforcement and effect
shall be governed by and construed under the laws of the State of Israel without
reference or effect to the principles of conflict of laws. Each of the parties
consents to the jurisdiction of the court in Tel Aviv- Jaffa for bringing any
proceeding.





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.





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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.




[REMAINDER
OF PAGE LEFT INTENTIONALLY BLANK]




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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 Equipment Ltd./s/
      Michael Braunold
                    
                    /s/
      Jeff FeuerMichael
      Braunold
                    
                    Jeff
      FeuerCEO




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