EXHIBIT 10.1

                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE  AGREEMENT  made as of the 10th day of January,  2006 by
and between SPO MEDICAL INC.., a public  company  established  under the laws of
the State of Delaware (the  "Company")  and CHOSHEN  ISRAEL GROUP of 445 Central
Ave., Cedarhurst, NY (the "Purchaser").

                               W I T N E S S E T H

         WHEREAS,  the  Purchaser  desires to subscribe  for and purchase  Eight
Hundred  Fifty Seven  Thousand One Hundred and Forty Three  (857,143)  shares of
Common Stock,  par value $0.01, of the Company (the  "Shares"),  for a per share
purchase  price of $0.70  and an  aggregate  purchase  price  of  $600,000  (the
"Purchase Price");

         WHEREAS,  the Company is willing to sell the Shares to the Purchaser on
the terms and conditions set forth herein.

         NOW,   THEREFORE,   in  consideration  of  the  mutual  agreements  and
considerations set forth herein, the parties hereby agree as follows.

1.       Subscription for and Purchase of Stock

         Subject to the terms and conditions stated herein, the Purchaser hereby
subscribes  for and agrees to  purchase,  and the Company  agrees to sell to the
Purchaser,  the Shares in  consideration  of the payment by the Purchaser of the
Purchase Price.

2.       Representations of the Purchaser; Restrictions on Transfer

         2.1 General  Restriction  on Transfer.  Except for transfers  otherwise
permitted by this Agreement or applicable law, the Purchaser agrees that it will
not transfer any of the Shares.

         2.2 Not for Resale.  The Purchaser  represents that it is acquiring the
Securities  for  investment  for its own  account and not with a view to, or for
resale in connection with, the distribution or other  disposition  thereof.  The
Purchaser  agrees that it will not,  directly or  indirectly,  offer,  transfer,
sell,  assign,  pledge,  hypothecate or otherwise dispose of (each a "Transfer")
any of the Shares  unless such  Transfer  complies  with the  provisions of this
Agreement  and  (i)  the  Transfer  is  pursuant  to an  effective  registration
statement  under  the  Securities  Act of 1933,  as  amended,  and the rules and
regulations in effect thereunder (the "Securities Act"), or (ii) counsel for the
Purchaser  shall have  furnished the Company with an opinion,  acceptable to the
Company, that no such registration is required because of the availability of an
exemption under the Securities Act.

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         2.3   Certain   Permitted   Transfers.   Notwithstanding   the  general
prohibition on Transfers  contained herein, the Company  acknowledges and agrees
that any  Transfer  in a private  transaction  which  does not  include a public
distribution is permitted and need not require an opinion of counsel,  provided,
that prior to such Transfer, the transferee shall deliver to the Company a valid
written undertaking to be bound by the terms of this Agreement.

         2.4  Rule  144  Sales.  The  Purchaser  may sell at any time any of the
Shares in a Rule 144 Transaction (as hereinafter defined);  provided, that, each
such sale  shall be made in  compliance  with this  Section  2.4.  If any of the
Shares are disposed of according to Rule 144 ("Rule 144 Transaction")  under the
Securities Act or otherwise,  the Purchaser shall promptly notify the Company of
such  intended  disposition  and shall deliver to the Company at or prior to the
time of such  disposition  such  documentation  as the  Company  may  reasonably
request in connection with such sale and, in the case of a disposition  pursuant
to Rule 144, shall deliver to the Company an executed copy of any notice on Form
144 required to filed with the Securities and Exchange Commission.

         2.5 Legend.  Each  certificate  representing  the Shares shall bear the
standard restrictive legend.

         "THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED,  OR THE  SECURITIES  LAWS OF ANY STATE AND MAY NOT BE
         SOLD OR OFFERED  FOR SALE IN THE ABSENCE OF AN  EFFECTIVE  REGISTRATION
         STATEMENT FOR THE SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE
         ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

         2.6 Qualified  Investor The Purchaser hereby represents and warrants to
the Company as follows:

         (a) The  Purchaser is an  "accredited  investor" as defined by Rule 501
under the Securities  Act, and the Purchaser is capable of evaluating the merits
and risks of  Purchaser's  investment  in the  Company  and has the  capacity to
protect the Purchaser's own interests.  The Purchaser meets the  requirements of
at least one of the  suitability  standards for an "accredited  investor" as set
forth on the Accredited Investor Certification contained herein;

         (b) None of the Shares have been registered under the Securities Act or
any state securities laws. The Purchaser  understands that the offering and sale
of the Shares is  intended  to be exempt  from  registration  under the Act,  by
virtue of Section  4(2)  and/or  Section  4(6)  thereof  and the  provisions  of
Regulation D promulgated  thereunder,  based, in part, upon the representations,
warranties and agreements of the Purchaser contained in this Agreement;

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         (c) The  Purchaser  has  the  requisite  knowledge  and  experience  in
financial and business  matters to be capable of evaluating the merits and risks
of this  investment  and to make an informed  investment  decision  with respect
thereto, and it or its advisors have received such information requested by them
concerning  the Company in order to evaluate  the merits or risks of making this
investment.  Further,  it is  acknowledged  that the  Purchaser or its attorney,
accountant or advisor have had the  opportunity to ask questions of, and receive
answers from, the officers of the Company concerning the terms and conditions of
this investment and to obtain information relating to the Company.

         (d) The purchase of the Shares  involves  risks which it has evaluated,
and is able to bear the economic risk of such purchase  including the total loss
of its investment. It has been advised of the current financial condition of the
Company and of the possible  adverse effects of such financial  condition on the
Company's general business.

3.       Company's Representations and Warranties

         3.1 The Company has all requisite  power and  authority to issue,  sell
and deliver the Shares in accordance  with and upon the terms and conditions set
forth in this  Agreement,  and all corporate  action required to be taken by the
Company  for the due and proper  authorization,  issuance  and  delivery  of the
Shares will, upon delivery  thereof,  have been validly and sufficiently  taken.
The Shares,  when sold and paid for as contemplated  in this Agreement,  will be
duly authorized,  validly issued,  fully paid and non-assessable  and, except as
otherwise   provided  by  applicable   law,  free  of  all  liens,   claims  and
encumbrances.

         3.2 The Company has full corporate right,  power and authority to enter
into this  Agreement and to issue the Shares,  and this Agreement and the Shares
have been or will be duly authorized,  executed and delivered by the Company and
constitutes or will constitute the valid and binding agreement of the Company.

4.  Purchaser  Fees.  The Company  shall pay to the Purchaser the sum of $20,000
towards the  Purchaser's  due diligence fees associated with the purchase of the
Shares.

5.       Miscellaneous

         5.1 Notices. All notices and other communications provided herein shall
be in  writing  and  shall be  deemed  to have  been  duly  given  if  delivered
personally or sent by certified mail,  postage prepaid,  to a party's designated
address set froth above, if sent by facsimile,  to its facsimile  number at such
address.

         5.2 Counterparts;  Entire Agreement.  This Agreement may be executed in
counterparts.  This  Agreement  constitutes  the entire  agreement  between  the
parties hereto with respect to the subject matter hereof.

         5.3 Binding  Effect.  The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties  hereto and their  respective
heirs, legal representatives, successors and assigns.


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         5.4  Amendment.  This  Agreement  may  be  amended  only  by a  written
instrument  signed by the parties  hereto which  specifically  states that it is
amending this Agreement.

         5.5  Applicable  Governing  Law.  This  Agreement  and the  rights  and
obligations  of the  parties  hereto  shall be  governed  by and  construed  and
enforced in accordance with, the laws of the State of New York.

         5.6  Headings.  The headings  herein are for  convenience  of reference
only,  do not  constitute a part of this  Agreement,  and shall not be deemed to
limit, expand or otherwise affect any of the provisions hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


                                             SPO MEDICAL INC.


                                             By:
                                                ------------------------


                                             CHOSHEN ISRAEL GROUP


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