EXHIBIT
      B

    


    NON-INVASIVE
      MONITORING SYSTEMS, INC.

    


    SUBSCRIPTION
      AGREEMENT (the “Agreement”)

    


    


    
 

    


    
      	To:	
              Non-Invasive
                Monitoring Systems, Inc.

            


    

    4400
      Biscayne Blvd.

    Miami,
      Florida 33137

    
      	
            	Attention:	
              Adam
                S. Jackson

            


      	 	 	Chief Financial
              Officer


    

     

    


    Reference
      is made to Non-Invasive Monitoring Systems, Inc.’s 10-KSB for the Fiscal Year
      ended July 31, 2007, filed on October 29, 2007 and its filings, under the
      Securities Exchange Act of 1934, as amended, since the date of such Form 10-KSB,
      including all amendments to such Form 10-KSB filed subsequent to October 29,
      2007 (the "Exchange Act Filings"). 

    


    1. The
      undersigned subscriber (the “undersigned”)
      hereby
      subscribes (the “Subscription”) for the number of shares (sometimes hereinafter
      referred to as the “Securities”) of Series D Convertible Preferred
      Stock,
      $.01 par
      value (the “Series D Preferred Stock”),
      of
      Non-Invasive Monitoring Systems, Inc. (the "Company"), set forth on the
      signature page to this Agreement. The Series D Preferred Stock is as described
      in the Confidential Private Placement Term Sheet, dated October 1, 2008 (the
      “Term Sheet”). The undersigned, together with this Agreement, is delivering to
      the Company the subscription price for the Securities subscribed for herein
      (at
      a price of $1500 per share of Series D Preferred Stock) in immediately available
      funds.

     

    The
      undersigned agrees that this Subscription is and shall be irrevocable, but
      that
      it may be rejected, in whole or in part, by the Company, and that the
      obligations of the undersigned hereunder will terminate if this Subscription
      is
      not accepted by the Company. The undersigned understands that the Company will
      notify it if this Subscription has been rejected for any reason. If this
      subscription is rejected, the payment tendered by the undersigned will be
      returned to the undersigned forthwith, without interest or
      deduction.

    


    2. The
      undersigned understands and agrees that an investment in the Securities is
      not a
      liquid investment. In particular, the undersigned recognizes, acknowledges
      and
      agrees that:

     

    The
      undersigned must bear the economic risk of investment in the Securities for
      an
      indefinite period of time, since the Securities and the shares of the Company’s
      common stock, par value $.01 (“Common Stock”), into which the Securities are
      convertible (such shares of Common Stock, the “Underlying Shares”) have not been
      registered under the U.S. Securities Act of 1933, as amended (the "Securities
      Act"), or applicable state securities laws ("State Acts"), and, therefore,
      cannot be resold or otherwise disposed of or sold unless either they are
      subsequently registered under the Securities Act and applicable State Acts,
      or
      an exemption from registration is available.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3. The
      undersigned represents to and agrees with the Company that:

     

    (a) The
      undersigned and his, her or its purchaser representative(s), if any, have
      carefully reviewed and understand the risks of and other considerations relating
      to a purchase of the Securities.

     

    (b) The
      undersigned and his, her or its purchaser representative(s), if any, have had
      all of their inquiries to the Company answered in full, and have been furnished
      all requested materials relating to the Company, the offering and sale of the
      Securities.

     

    (c) Neither
      the undersigned nor his, her or its purchaser representative(s), if any, have
      been furnished any offering literature by the Company or any of its affiliates,
      associates or agents, other than the Exchange Act Filings (including the
      exhibits and attachments thereto), and the undersigned has not received or
      heard
      any print or electronic media advertising with respect to this
      offering.

     

    (d) The
      undersigned is acquiring the Securities for which it hereby subscribes as
      principal for its own investment account, and not (1) with a view to the resale
      or distribution of all or any part thereof or (2) on behalf of another person
      who has not made the foregoing representation. The undersigned agrees not to
      resell or otherwise dispose of the Securities or the Underlying Shares, except
      as permitted by applicable law, including, without limitation, any applicable
      regulation under the Securities Act or any State Act. 

     

    (e) The
      undersigned is an "accredited investor", as defined in Rule 501(a) of Regulation
      D promulgated pursuant to the Securities Act by virtue of the fact that
(INITIAL
      APPLICABLE CHOICES):

     

    __________ (i) The
      undersigned had individual income (exclusive of any income attributable to
      spouse) of more than $200,000 in each of the most recent two years or joint
      income with the undersigned's spouse in excess of $300,000 in each of such
      years
      and reasonably expects to have income of at least the same level for the current
      year. 

    


    __________
      (ii) The
      undersigned has an individual net worth, or a combined net worth with the
      undersigned's spouse, in excess of $1,000,000. For purposes of this Subscription
      Agreement, "individual net worth" means the excess of total assets at fair
      market value, including home and personal property, over total
      liabilities.

    


    __________ (iii) The
      undersigned is a director or executive officer of the Company.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    


    Accredited
      partnership, corporation, trust or other entity investors must initial at least
      one of the following statements.

    


    __________ (iv) The
      undersigned is a bank as defined in section 3(a)(2) of the Securities Act,
      or a
      savings and loan association or other institution as defined in section
      3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary
      capacity; a broker or dealer registered pursuant to section 15 of the Securities
      Exchange Act of 1934; an insurance company as defined in section 2(13) of the
      Securities Act; an investment company registered under the Investment Company
      Act of 1940 or a business development company as defined in section 2(a)(48)
      of
      the Securities Act; a Small Business Investment Company licensed by the U.S.
      Small Business Administration under section 301(c) or (d) of the Small Business
      Investment Act of 1958; a plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees if such plan has total
      assets in excess of $5,000,000; an employee benefit plan within the meaning
      of
      the Employee Retirement Income Security Act of 1974 if the investment decision
      is made by a plan fiduciary, as defined in section 3(21) of such Act, which
      is
      either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000, or, if a self-directed plan, with investment decisions made
      solely by persons that are accredited investors.

    


    __________ (v) The
      undersigned is a private business development company as defined in section
      202(a)(22) of the Investment Advisers Act of 1940.

    


    __________ (vi) The
      undersigned is an organization described in section 501(c)(3) of the Internal
      Revenue Code, corporation, Massachusetts or similar business trust, or
      partnership, not formed of the specific purpose of acquiring the securities
      offered, with total assets in excess of $5,000,000.

    


    __________ (vii) The
      undersigned is a trust, with total assets in excess of $5,000,000, not formed
      for the specific purpose of acquiring the securities offered, whose purchase
      is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
      Regulation D.

    


    __________ (viii) All
      of
      the equity owners of the undersigned qualify as accredited investors under
      one
      of the statements set forth in (e) above.

     

    (f) The
      undersigned has evaluated the risks of investing in the Company and has
      substantial experience in making investment decisions of this type or is relying
      on his, her or its professional advisors or purchaser representative(s), if
      applicable, in making this investment decision.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (g) The
      undersigned understands the fundamental aspects of and risks involved in an
      investment in the Company, including, without limitation, (i) the speculative
      nature of the investment, (ii) the financial hazards involved, including the
      risk of losing the entire investment, (iii) the lack of liquidity and the
      restrictions on transferability of the Securities and Underlying Shares, (iv)
      the business of the Company, (v) the lack of registration rights regarding
      the
      Securities and Underlying Shares, (vi) the fact that the Company has a recent
      history of losses and limited capital resources and may require additional
      financing, and (vii) that proceeds of the Subscription will be used for general
      working capital purposes.

     

    (h) The
      address set forth on the Subscription Agreement Signature Page hereof is the
      undersigned's true and correct principal address, and the undersigned has no
      present intention of becoming a resident of any other state or
      jurisdiction.

     

    (i) The
      undersigned (i) is authorized and otherwise duly qualified to purchase and
      hold
      the Securities, (ii) has its principal place of business at its residence
      address set forth on the Subscription Agreement Signature Page hereof, (iii)
      if
      other than a natural person, has not been formed for the specific purpose of
      acquiring the Securities, and (iv) if other than a natural person has submitted
      and executed all documents required pursuant to the Certificate of Corporate
      Purchaser. The person executing this Subscription Agreement and all other
      documents related to the offering hereby represents that he is duly authorized
      to execute all such documents on behalf of the entity.  

     

    (j) All
      of
      the information that the undersigned has heretofore furnished to the Company,
      or
      that is set forth herein with respect to itself, its financial position, and
      its
      business and investment experience, is correct and complete as of the date
      hereof, and, if there should be any material change in such information prior
      to
      the closing of the sale of the Securities, the undersigned will immediately
      furnish the revised or corrected information to the Company.

     

    (k) No
      person
      other than the undersigned will have a direct or indirect interest in the
      Securities subscribed for hereby.

     

    (l) The
      undersigned consents to the placement of a legend on any certificate or other
      document evidencing the Securities or Underlying Shares stating that they have
      not been registered under the Securities Act and setting forth or referring
      to
      the restrictions on transferability and sale thereof. The undersigned is aware
      that the Company will make a notation in its appropriate records with respect
      to
      the restrictions on the transferability of such securities.

     

    (m) The
      undersigned certifies that the he/she or it is NOT subject to the backup
      withholding provisions of Section 3406(a)(1)(c) of the Internal Revenue Code
      of
      1986. (NOTE: you are subject to backup withholding if (i) you fail to furnish
      your Social Security number or taxpayer identification number in this
      subscription; (ii) the Internal Revenue Service notifies the Company that you
      furnished an incorrect Social Security number taxpayer identification number;
      (iii) you are notified that you are subject to backup withholding; or (iv)
      you
      fail to certify that you are not subject to backup withholding or you fail
      to
      certify your Social Security number or taxpayer identification number.)


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    4. The
      foregoing representations (and the other representations of the undersigned
      contained herein) are true and accurate as of the date hereof, shall be true
      and
      accurate as of the date of the closing of this offering (and the delivery of
      the
      Securities and the Underlying Shares), and shall survive such closing
      (including, without limitation, the delivery of the Securities and the
      Underlying Shares). If, in any respect, such representations shall not be true
      and accurate prior to or upon the closing of this offering and the sale of
      the
      Securities, the undersigned shall give written notice of such fact to the
      Company, specifying which representations are not true and accurate and the
      reasons therefor, with a copy to his, her or its purchaser representative(s),
      if
      any.

     

    5. The
      undersigned agrees to indemnify and hold harmless the Company, its affiliates
      and respective legal counsel, and each of the officers, directors, partners
      and
      shareholders of each, from and against any loss, damage or liability due to
      or
      arising out of a breach of any of the foregoing representations (or any other
      representation or warranty of the undersigned contained herein). 

     

    6. If
      the
      undersigned is more than one person or entity, the obligations of the
      undersigned shall be joint and several and the representations and the
      indemnification obligation herein contained shall be deemed to be made by and
      be
      binding upon each such person and his, her or its heirs, executors,
      administrators, successor and assigns.

     

    7. Promptly
      upon receipt and acceptance of all subscription documents and payment (collected
      funds) for the Securities, the Company shall issue and mail the stock
      certificates for the Securities so purchased to the undersigned.

     

    8. This
      Subscription is not transferable or assignable by the undersigned.

     

    9. This
      Subscription, upon acceptance by the Company, shall be binding upon the heirs,
      executors, administrators, successors and assigns of the
      undersigned.

     

    10. This
      Subscription Agreement and the rights of the parties hereunder shall be governed
      in all respects by the laws of the State of Florida, wherein the terms of this
      Agreement were negotiated, excluding to the greatest extent permitted by law
      any
      rule of law that would cause the application of the laws of any jurisdiction
      other than the State of Florida.

     

    11. This
      Subscription Agreement may be executed in one or more counterparts and by
      different parties hereto in separate counterparts, including by facsimile,
      each
      of which when so executed and delivered shall be deemed an original, but all
      such counterparts together shall constitute but one and the same
      instrument

     

    12. This
      Agreement represents the entire agreement between the parties hereto with
      respect to the subject matter hereof. This Agreement may only be amended in
      a
      writing signed by each party.

     

    13. This
      Agreement has no intended third party beneficiaries.

     

    14. By
      acceptance of this Subscription, the Company represents and warrants as follows
      as of the date hereof:

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (a) The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida, and has the requisite corporate power
      and authority to own, lease and operate its properties and to carry on its
      business as it is now being conducted and is duly qualified to do business
      in
      any other jurisdiction by virtue of the nature of the businesses conducted
      by it
      or the ownership or leasing of its properties, except where the failure to
      be so
      qualified will not, when taken together with all other such failures, have
      a
“Material Adverse Effect” (as hereinafter defined) on the Company and its
      subsidiaries taken as a whole.
      For
      purposes of this Paragraph 14, "Material
      Adverse Effect"
      shall
      mean any adverse effect on the business, operations, properties or financial
      condition of the Company that is material and adverse to the Company and its
      subsidiaries and affiliates, taken as a whole and/or any condition,
      circumstance, or situation that would prohibit or otherwise materially interfere
      with the ability of the Company to perform any of its material obligations
      under
      this Agreement; provided, however, that none of the following shall be deemed,
      in themselves, either alone or in combination, to constitute a Material Adverse
      Effect, and none of the following shall be taken into account in determining
      whether there has been or shall be a Material Adverse Effect: (i) any change
      in
      the market price or trading volume of the Common Stock after the date hereof,
      (ii) any adverse circumstance, change or effect resulting directly from
      conditions affecting the industries in which the Company participates in their
      entirety or the U.S. economy as a whole, (iii) any adverse circumstance, change
      or effect resulting directly from the announcement or pendency of the offering
      of Series D Preferred Stock as described in the Term Sheet (the “Current
      Preferred Stock D Offering”), this Agreement or any other agreements in
      connection with such offering or (iv) any adverse circumstance, change or effect
      resulting from the taking of any action by the Company which this Agreement,
      or
      any other agreement executed by the Company in connection with the Current
      Preferred Stock D Offering requires the Company to take.

     

    (b) Except
      for an amendment to the Company’s amendment to the Company’s Articles of
      Incorporation, which later amendment increases the number of the authorized
      shares of Series D Preferred Stock from 1,000 such shares to 5,500 such shares,
      the complete and correct copies of the Company’s Articles of Incorporation and
      By-Laws, as amended or restated to date, which have been filed with the SEC,
      are
      a complete and correct copy of such documents as in effect on the date hereof.
      

     

    (c) As
      of the
      date hereof, the authorized capital stock of the Company consists of 101,000,000
      shares of capital stock, consisting of 100,000,000 shares of Common Stock and
      1,000,000 shares of Preferred Stock. As of April 30, 2008, there were (i)
      68,025,732 shares of Common Stock issued and outstanding, (ii) 100 shares of
      Series B Preferred Stock issued and outstanding, (ii) 62,048 shares of the
      Series C Convertible Preferred Stock issued and outstanding, and (iii) 1,000
      shares of the Series D Preferred Stock issued and outstanding. All such
      outstanding shares of capital stock have been duly authorized and are validly
      issued, and are fully paid and nonassessable. 

     

    (d) Except
      as
      disclosed in the Exchange Act Filings, and except with respect to subscriptions
      received in connection with the Current Preferred Stock D Offering, as of the
      date hereof there are no outstanding options, warrants, rights to subscribe
      for,
      calls or commitments of any character whatsoever relating to, or securities
      or
      rights convertible into or exchangeable for, shares of any class of capital
      stock of the Company, or agreements, understandings or arrangements to which
      the
      Company is a party, or by which the Company is or may be bound, to issue
      additional shares of its capital stock or options, warrants or rights to
      subscribe for, calls or commitment of any character whatsoever relating to,
      or
      securities or rights convertible into or exchangeable for, any shares of any
      class of its capital stock. 

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (e) As
      of the
      date hereof, (i) the Company has full right, power, and authority to sell,
      assign, transfer, and deliver, by reason of record and beneficial ownership,
      to
      the undersigned subscriber, the shares of Series D Preferred subscribed for
      hereby, free and clear of all liens, charges, claims, options, pledges,
      restrictions, and encumbrances whatsoever; and (ii) upon delivery of and payment
      by the undersigned of the full purchase price for the shares of Series D
      Preferred Stock for which he is subscribing and the Company’s acceptance of the
      undersigned’s subscription, the shares of Series D Preferred Stock issued in
      accordance with the terms hereof shall have been duly and validly issued, fully
      paid and nonassessable, and the undersigned subscriber will acquire good and
      marketable title to such shares of Series D Preferred Stock free and clear
      of
      all liens, charges, claims, options, pledges, restrictions, and encumbrances
      whatsoever, except in each of the case of (i) and (ii), such liens, charges,
      claims, options, pledges, restrictions and encumbrances as may be (x) imposed
      under federal or state securities laws, (y) set forth in this Agreement or
      (z)
      imposed through the actions of the undersigned subscriber. The shares of Series
      D Preferred Stock, when issued as described immediately above, will have the
      rights, preferences, privileges and restrictions set forth in the “Series D
      Preferred Stock Amendment” (as such term is defined in the Term
      Sheet).

     

    (f) The
      Company has all requisite corporate power and authority to execute and deliver
      this Agreement, to perform its obligations hereunder and to consummate the
      transactions contemplated hereby. The execution and delivery of this Agreement
      by the Company and the consummation by the Company of the transactions
      contemplated hereby have been duly authorized by all necessary corporate action
      on the part of the Company and no other corporate proceedings on the part of
      the
      Company is necessary to authorize this Agreement or to consummate the
      transactions contemplated hereby except as disclosed in this Agreement. This
      Agreement, when executed and delivered by the Company, and assuming the valid
      execution and delivery hereof by the undersigned, will constitute the valid
      and
      binding obligations of the Company, enforceable against the Company in
      accordance with its terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium, liquidation, conservatorship, receivership or other
      similar laws relating to, affecting generally the enforcement of, creditors'
      rights and remedies or by other equitable principals of general
      application.

     

    (g) The
      execution and delivery of this Agreement by the Company does not, and the
      performance by the Company of its obligations hereunder will not: (i) conflict
      with or violate the Articles or By-Laws of the Company; (ii) conflict with,
      breach or violate any federal, state, foreign or local law, statute, ordinance,
      rule, regulation, order, judgment or decree (collectively, "Laws") in effect
      as
      of the date of this Agreement and applicable to the Company; or (iii) result
      in
      any breach of, constitute a default (or an event that with notice or lapse
      of
      time or both would become a default) under, give to any other entity any right
      of termination, amendment, acceleration or cancellation of, require payment
      under, or result in the creation of a lien or encumbrance on any of the
      properties or assets of the Company pursuant to, any note, bond, mortgage,
      indenture, contract, agreement, lease, license, permit, franchise or other
      instrument or obligation to which the Company is a party or by which the Company
      or any of its properties or assets is bound, except in each of the cases of
      (i)
      through (iii) for any violations, conflicts, breaches, defaults, terminations,
      accelerations, creations of liens, or incumbency that would not, in the
      aggregate, have a Material Adverse Effect on the Company.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (h) No
      broker, finder or investment banker is entitled to any brokerage, finder's
      or
      other fee or commission in connection with the transactions contemplated by
      this
      Agreement based upon arrangements made by or on behalf of the
      Company.

     

    (i) As
      of
      their respective dates (or if amended or superseded, as of the date of the
      last
      amendment or superseding report filed prior to the date hereof), the Exchange
      Act Filings complied in all material respects with the requirements of the
      Securities Exchange Act of 1934, as amended, and rules and regulations
      promulgated thereunder and the Exchange Act Filings did not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. 

     

    (j) The
      audited financial statements, together with the related notes of the Company
      as
      of July 31, 2007, included in the Company’s Form 10-K, as amended, as filed with
      the Securities and Exchange Commission (the “SEC”), and the unaudited financial
      statements of the Company as of April 30, 2008, included in the Company’s Form
      10-Q, as filed with the SEC, for and as of the nine month period then ended,
      in
      each case fairly present in all material respects, on the basis stated therein
      and on the dates thereof, the financial position of the Company at the dates
      therein specified and its results of operations and cash flows for the periods
      then ended provided,
      however,
      that
      (1) additional financing may be required to be obtained by the Company (in
      addition to the net proceeds of the issuance of the shares of Series D Preferred
      Stock pursuant hereto and otherwise pursuant to the Current Preferred Stock
      D
      Offering) in order for it to continue its operations as currently contemplated
      and (2) no representation, warranty or assurance of any kind is given by the
      Company about its ability to continue as a going concern. Such statements and
      related notes have been prepared in accordance with generally accepted
      accounting principles in the United States (“GAAP”)
      applied on a consistent basis except as expressly noted therein and subject
      in
      the case of the unaudited financial statements to year-end adjustments.


     

    (k) Since
      April 30, 2008, except as reflected in the Exchange Act Filings since such
      date,
      (i) there has been no event, occurrence or development that has had or that
      could reasonably be expected to result in a Material Adverse Effect; (ii) the
      Company has not incurred any liabilities (contingent or otherwise) other than
      (A) trade payables and accrued expenses incurred in the ordinary course of
      business consistent with past practice, and (B) liabilities not required to
      be
      reflected in the Company’s financial statements pursuant to GAAP; (iii) the
      Company has not altered its method of accounting; (iv) the Company has not
      declared or made any dividend or distribution of cash or other property to
      its
      stockholders or purchased, redeemed or made any agreements to purchase or redeem
      any shares of its capital stock; and (v) the Company has not issued any equity
      securities to any officer, director or affiliate. Except for the Current
      Preferred Stock D Offering, no event, liability or development has occurred
      or
      exists with respect to the Company or its subsidiaries or their respective
      business, properties, operations or financial condition that is required to
      be
      disclosed by the Company under applicable securities laws as of the time this
      representation is made and that is not disclosed in the Exchange Act Filings
      provided,
      however,
      that
      (1) additional financing may be required to be obtained by the Company (in
      addition to the net proceeds of the issuance of the shares of Series D Preferred
      Stock pursuant hereto and otherwise pursuant to the Current Preferred Stock
      D
      Offering) in order for it to continue its operations as currently contemplated
      and (2) no representation, warranty or assurance of any kind is given by the
      Company about its ability to continue as a going concern. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    (l) No
      representation or warranty made by the Company in this Agreement contains or
      will contain any untrue statement of a material fact, or omits or will omit
      to
      state a material fact necessary to make the statements contained herein or
      therein not misleading.

     

    15. Other
      than the representations contained in the immediately preceding Paragraph 14,
      the Company makes no representations or warranties, express or implied, at
      law
      or in equity, in respect of itself, its subsidiaries, or any of its or their
      respective assets or obligations, and any such other representations are hereby
      disclaimed. The undersigned has not relied on any other statements or
      representations by the Company. The undersigned hereby
      expressly waives and relinquishes any and all rights, claims and causes of
      action against the Company and its affiliates and representatives in connection
      with, the accuracy, completeness or materiality of, any data, estimates,
      projections, forward-looking statements, forecasts, or plans
      heretofore furnished to the undersigned and its representatives by or on behalf
      of the Company or contained in any Exchange Act Filings. Except
      as
      expressly set forth herein the undersigned is purchasing the Securities on
      an
      as-is where-is basis. 

     

    16. This
      Agreement constitutes the entire agreement among the parties and supersedes
      any
      prior understandings, agreements or representations by or among the Company
      and/or the undersigned, written or oral to the extent they relate in any way
      to
      the subject matter hereof. 

     

    17. Pronouns
      in masculine, feminine or neuter genders shall be construed to state and include
      any other gender and words, terms and titles and the singular form shall be
      construed to include the plural and vice versa, unless the context otherwise
      expressly requires.

     

    18. The
      undersigned shall, upon reasonable request by the Company, execute and deliver
      any additional documents necessary or desirable to complete the transactions
      herein pursuant to and in the manner contemplated by this Agreement.


     

    19. No
      failure or delay on the part of any party hereto in the exercise of any right
      hereunder shall impair such right or be construed to be a waiver of, or
      acquiescence in, any breach of any representation, warranty, covenant or
      agreement herein.

     

     

    Next
      Page is the Signature Page

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
 

    NON-INVASIVE
      MONITORING SYSTEMS, INC.

    


    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE

    


    The
      undersigned hereby subscribes for the number of shares of Series D Preferred
      set
      forth below. Capitalized terms used herein have meanings ascribed to them in
      the
      Subscription Agreement. 

    


    
      	
            	1.	
              Dated:
                ________________, 2008

            


    

    


    
      	 	
              2.

            	
              Number
                of shares of Series D Preferred Stock subscribed for (at a price
                of $1500
                per share): 

            


    

    


    


    _____________________________ 

    Name
      of
      Person/Entity Subscribing

    


    


    _____________________________ 

    Name
      in
      which the Shares are to 

    be
      registered 

    


    


    Signature
      of Subscriber

    


    
      	
              By:______________________________

            	 	_____________________
	
              Name:

            	
               

            	
              Taxpayer
                Identification Number

            


    

      

    


    


    Address:
      

     

     

    Fax:
      

    Email:

    


    Subscription
      accepted as of ___________ ___, 2008

     

    
      	 	 	 
	 	NON-INVASIVE
              MONITORING SYSTEMS, INC.
	 
 	 
 	 
 
	 	By:  	
              _____________________________________

            
	 	Name:
	 	Title: 


    

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    CERTIFICATE
      OF CORPORATE PURCHASER

    


    


    I
      HEREBY CERTIFY THAT:

    


    a. The
      investor has been duly formed and is validly existing and has full power and
      authority to invest in Non-Invasive Monitoring Systems, Inc. (the "Company").
      The investor has not been formed for the purpose of investing in the
      Securities.

    


    b. The
      investor's Subscription Agreement has been duly and validly authorized,
      executed, and delivered by the investor and, upon acceptance by the Company,
      will constitute the valid, binding, and enforceable obligation of the
      investor.

    


    


    
      	
              Dated:
                ____________, 2008

            	
              __________________________________________

            
	 	
              Name
                of Entity

            
	 	 	 
	 	
              By:

            	
              _____________________________________

            
	 	
               

            	
              Name:
                

            
	 	
               

            	
              Title:
                

            


    

    


     

    
      
         

      

      
        11