Exhibit
10.19

    


    ALLIANCE
& LICENSE AGREEMENT

    


    This
Alliance & License Agreement (the “Agreement”), effective as of December 1,
2009 (the “Effective Date”), is entered into by and between SPO Medical Equipment Ltd.
(the “Company”) and SPO Medical
Systems Ltd.  (the “Licensee”).

     

    RECITALS

    


    WHEREAS, the Company develops
and manufactures technology for measuring pulse and blood oxygen saturation
through devices attached to the finger;

    


               WHEREAS, the Company desires
to authorize Licensee to further develop derivatives of such devices and to
produce, market and distribute such existing and derivative Company devices to
the worldwide medical market, which may include but is not limited to sleep
apnea, life detector technology, respiratory ailments etc, and Licensee wishes
to so in accordance with the terms and conditions set forth in this Agreement;
and

    


    AGREEMENT

    


    NOW, THEREFORE, in
consideration of the mutual covenants and promises set forth below, the Parties
agree as follows:

    


    1.           Definitions

    


    1.1          “Affiliate” means any entity
controlling, controlled by, or under common control with, a Party
hereto.

    


    1.2          “Bundled Technology” means a
technology or product owned by the Licensee (which may have embedded or
integrated third party licensed software) and into which the Special Products
will be integrated or embedded.

    


    1.3          “Contractor(s)” means a third
party that provides consulting services to Licensee, and which will have access
to or use of the Company Technology, as part of the services provided for
Licensee. A Contractor does not include any third party which is a distributor
of Company Technology.

    


    1.4          “Derivatives”
means

    


    
      	
               
      

            	
              (a)

            	
              for
      copyrightable or copyrighted material, any translation, abridgement,
      revision or other form in which an existing work may be recast,
      transformed or adapted;

            


    

    


    
      	
               
      

            	
              (b)

            	
              for
      patentable or patented material, any improvement thereon;
    and

            


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (c)

            	
              for
      material which is protected by trade secret, any new material derived from
      such existing trade secret material, including new material which may be
      protected by copyright, patent and/or trade
  secret.

            


    

    


    1.5           “Field of Use” means (i)
medical technologies and products designed to measure any vital-sign(s)
based on reflective oximetry methodology. As used herein ‘medical’ means that
the technology or product is being targeted for sale solely for use by persons
with a potential or existing sickness (including but not limited to sleep apnea)
or disease, and (ii) technology to determine if a person is alive.

    


    1.6           “Net Revenues” means the gross
revenues received by or on behalf of Licensee or any of its Affiliates from
customers, distributors, or any sub-licensees less direct manufacturing and
fulfillment costs, which costs shall be determined mutually by the Parties, and
reduced by discounts, returns and rebates.

    


    1.7           “Intellectual Property Rights”
means intellectual property or proprietary rights, including but not limited to
copyright rights, patent rights (including patent applications and disclosures),
rights of priority, and trade secret rights, recognized in any jurisdiction in
the world.

    


    1.8           “Jointly Developed Technology”
means any and all software, hardware, technology, know-how, algorithms,
procedures, techniques, solutions, and work-arounds developed or created jointly
or individually in the course this Agreement and (i) which is a Derivative of
the Company Technology or (ii) whether or not based on Company Technology
relates to pulse oximetry.

    


    1.9           “Licensee Technology” means any
and all software, hardware, technology, know-how, algorithms, procedures,
techniques, solutions, and work-arounds, (i) owned by or licensed by a third
party to Licensee or (ii) which can be shown by Licensee to have been developed
independently by Licensee subsequent to Effective Date and which is not Company
Technology.

    


    1.10         “Gross Revenues” means the
gross revenues received by or on behalf of Licensee or any of its Affiliates
from customers, distributors, or any sub-licensees, reduced by discounts,
returns and rebates, but not by cost of goods sold.

    


    1.11         “Company Technology” means
Jointly Developed Technology any and all software (including source code),
hardware, technology, know-how, algorithms, procedures, techniques, solutions,
and work-arounds owned by or licensed to Company as of the Effective Date
hereto. The initial Company Technology includes the Special
Products.

    


    1.12         “Special Products” means the PulseOx
5500, PulseOx 6000, PulseOx 6100, PulseOx 7500 and CheckMate and Derivative
products resulting from section 3.1(b).

    


    
      
        
        

      

      
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    2.           Ownership

    


    2.1           Licensee
Technology.  The Licensee Technology and all Intellectual
Property Rights therein are, and/or will remain, the sole and exclusive property
of Licensee and its suppliers, if any.

    


    2.2           Company
Technology.  The Company Technology and all Intellectual
Property Rights therein are, and will remain, the sole and exclusive property of
Company and its suppliers, if any.  All Company Technology shall include
an appropriate Company copyright notice.

    


    2.3           Waiver of Moral
Rights.  Licensee hereby waives any and all moral rights,
including without limitation any right to identification of authorship or
limitation on subsequent modification that Licensee (or its employees, agents or
consultants) has or may have in the Company Technology.

    


    2.4           Jointly
Developed  Technology.  Company shall be the sole
owner of the Jointly Developed Technology and all Intellectual Property Rights
therein.  Company will not  license or distribute to any
third party the Jointly Developed Technology in the Field of Use, in whole or in
part.  Company shall retain the right to use or otherwise exploit the
Jointly Developed Technology outside of the Field of Use.

    


    2.5           Patent
Rights    Company will file and prosecute, and shall
bear the expense of filing and prosecuting, any patents on the Company
Technology which Company deems are commercially important to protecting the
intellectual property rights of Company Technology.    The
costs and expenses (including attorneys’ fees) incurred in the filing,
prosecution and maintenance of such patents and copyrights shall be borne by the
Company.   All patent and copyright applications for Company
Technology developed under this Agreement shall be filed in the name of Company
alone. Licensee shall provide reasonable assistance to Company to file and
prosecute such patents. Company shall provide reasonable and timely updates to
Licensee with respect to Company patents and shall provide License the right to
maintain any patents which Company may cease to file and / or
prosecute.

    


    3.           License Grants &
Restrictions

    


    3.1           
License to Company
Technology within Field of Use.  Subject to the terms and
conditions set forth herein, Company hereby grants to Licensee an non
transferable, royalty bearing, worldwide license, solely within the Field of
Use:

    


    (a) to
manufacture and distribute Special Products and Bundled Technology;

    


    (b) to
use, copy, modify, improve the Company Technology for the purpose of creating
and developing Derivatives of Special Products  based
thereon;

    


    (c) to have Special Products and
Bundled Technology manufactured by manufacturers or by Licensee provided
that:

    
      (i)       
All
designs furnished to such manufacturer are disclose for the limited purpose of
manufacture of Special Products and Bundled Technology solely for
Licensee;

    

     

    
      
        
        

      

      
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      (ii)       
That the
source code of the software forming part of the Special Products (the
“Software”) or reproduced Software is never disclosed to any third party except
as provided herein;

    

    


    (d)           In
connection with the exercise of the licenses granted herein, Licensee may
disclose and sublicense the Software to its customers, provided that any such
disclosure is pursuant to a license agreement that contains obligations no less
restrictive than those contained in this Agreement, and restricts the use of the
Software to the purposes for which it is licensed hereunder;

    


    (e)           In
connection with the exercise of the licenses granted herein, Licensee may
disclose the Company Technology to its Contractors provided that any such
disclosure is pursuant to a license agreement that contains obligations of
confidentiality and ownership no less restrictive than those contained in this
Agreement, and restricts the use of the Company Technology to the purposes for
which it is licensed hereunder. Upon request License shall provide to Company
copies of agreements with Contractors;

     

    (f)           The
Licensee may appoint third party distributors to distribute Special Products and
Bundled Technology for sale provided that:

    


    (i)          
Licensee uses its good faith efforts to appoint distributors whose ethics,
business practices, and professionalism are consistent with
Company;

    (ii)           such
distributors will be bound by and subject to terms and conditions no less
protective of Company’s rights than contained herein;

    (iii)          Licensee
will remain responsible to Company for meeting the obligations contained herein
and any of the actions or in actions of such distributors;

    (iv)          the
Company is made a beneficiary of agreements with distributors entitled to
enforce its rights thereunder. Licensee shall use the standard form of
agreements of the Company which it currently uses with distributors of its
Special Products.

    


    (collectively
the “License”)

    


    3.2           The
License shall be (i) exclusive with respect to Special Products (and Bundled
Products) which measure pulse (by any means) and another vital sign, and (ii)
non exclusive with respect to Special Products (or Bundled Products) which only
measure pulse (by any means) and no another vital sign. Said exclusivity shall
apply to third parties and also to the Company.

    


    3.3           Licensee
shall obtain any and all lawfully required licenses from third parties which are
required for the lawful import, export, use, sales, manufacture, distribution or
other disposal of Company Technology.

    


    3.4           Company
shall deliver to Licensee all materials, notes, plans, diagrams, schematics,
source code, object code and technical specifications related to the Company
Technology.

    


    
      
        
        

      

      
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    3.5           Licensee
will apprise and provide technical details to Company of any material
improvements or developments relating to the Company Technology of which
Licensee becomes aware within thirty (30) days of such improvement or
development.

    


    3.6           License to Company
Technology outside of Field of Use.  In addition and subject to
the terms and conditions set forth herein, Company hereby grants to Licensee an
exclusive, non transferable, royalty bearing, worldwide license, to make and
distribute the Company Product designated as CheckMate. Licensee may have
manufacturers manufacture the CheckMate provided that:

    
      	
               
      

            	
              ·

            	
              All
      designs furnished to such manufacturer are disclosed for the limited
      purpose of manufacture of CheckMate solely for
  Licensee;

            


    

    
      	
               
      

            	
              ·

            	
              That
      Company Technology is never disclosed to any third party except as
      provided herein;

            


    

    


    3.7           Trademark
Licenses.  During the term of this Agreement Company hereby
grants Licensee the right to use the Company trademarks in marketing and
distributing the Company Technology and for use as part of Licensee’s company
name.  Licensee shall have the right, in its sole discretion, to
market the Company Technology under its trade names and trademarks or under the
Company Mark.

    


    3.8           Exclusivity
Exclusion. Notwithstanding anything herein the sole and exclusive rights
with respect to all matters related to the third party known as MetroSleep Inc.,
including licensing and sale of Company Technology to MetroSleep Inc., shall
remain with the Company and the Licensee shall not be entitled to any claims
from any agreements entered into between Company and MetroSleep
Inc.

    


    3.9           Non Competition. In
consideration of the granting of the License during the term of this Agreement
and for a one year period thereafter, Licensee  (and its shareholders,
directors and officers) will not, directly or indirectly, for its own account or
as an employee, officer, director, consultant, joint venturer, shareholder,
investor, or otherwise (except of as an investor in a corporation whose stock is
publicly traded and in which the Consultant holds less than 5% of the
outstanding shares) interest itself or engage, directly or indirectly, in the
design, development, production, sale or distribution of any product or
component that directly or indirectly competes with a product or component (i)
being designed, produced, sold or distributed by the Company or any of its
affiliates (ii) or to which the Company or any of its affiliates shall then have
proprietary rights.

    


    4.           Royalties & Inventory
Purchase

    


    4.1           Amounts.

    


     (a)           Royalty
Rate.  Licensee or its Affiliates agree to pay to Company
royalties as follows:

    


    (i)           
All revenues from PO’s received for Special Products in December 2009 over and
above $100,000.

    


    
      
        
        

      

      
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    (ii)           For
the year 2010 fifty (50%) percent of all Net Revenues of Product over $390,000
per calendar quarter.

    


    (iii)          For
the year 2011 fifty (50%) percent of all Net Revenues of Product over $600,000
per calendar quarter.

    


    (iv)  From
2012 onwards the royalty rate shall be six percent (6%) of Gross Revenues of
Product  payable quarterly for previous calendar quarter.

    


    (v)           From
2010 onwards the royalty rate shall be three percent (3%) of Gross Revenues of
Bundled Technology  payable quarterly for previous calendar quarter;
provided that the Special Products constitute not more than fifty (50%) of the
Bundled Technology. If the Special Products constitute more than fifty (50%)
percent of the Bundled Technology the royalty rate shall be six percent (6%).
The Parties shall mutually determine the percentage which a Product constitutes
of a Bundled Product, taking into account, inter alia, substantive product
features and critical components.

    


    (collectively
the “Royalties”).

    


    (b)           Payment
Terms.  Licensee agrees to pay to Company the royalties
described above upon the later of within 30 days of receipt of payment or 30
days of end of period for which Royalties are due and owing under sub section
4.1(a).  Each remittance to Company hereunder shall be accompanied by
a written report which form shall be agreed to by the Parties, signed by an
authorized officer of Licensee, setting forth in reasonable detail the basis for
the determination of such royalty then due to Company, including the amount of
gross revenues received by Licensee in respect of such relevant
period.

    


    4.2           Minimum
Royalty.  In order to maintain exclusivity with respect to the
rights granted to Licensee by Company hereunder, Licensee shall pay to Company,
beginning and including the fourth year of the term of this Agreement a minimum
annual guaranteed royalty of $60,000 (“Minimum Royalty”). The Minimum Royalty
shall first be owing within 30 days of the end of the fourth year term of this
Agreement.  If the Licensee fails for any reason to pay the Minimum
Royalty the license granted in Section 4.1 shall automatically become
non-exclusive for the remainder of the term of this Agreement.

    


    4.3           Audit.  Company
will have the right during the term of this Agreement and for one (1) year
thereafter to appoint a third party accountant to review or audit the Licensee’s
relevant records for the purpose of certifying compliance with this
Agreement.  All audits will be at the auditing Party’s expense and
conducted during regular business hours.  If any audit reveals a net
underpayment of more than one percent (1%), the Licensee shall immediately pay
such underpayment; if any audit reveals a net underpayment of more than five
percent (5%), the Licensee shall pay the costs of the audit and the Licensee
shall pay interest on such underpayment at the rate of 2% per
month.  Finally, if any three (3) audits reveal that Licensee under
reported, for whatever reason, payments by more than ten (10%) percent the
Company may terminate this Agreement forthwith upon prior written notice to the
Licensee.

    


    
      
        
        

      

      
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    4.4           Inventory Purchase.
The Licensee shall purchase from the Company the items set forth in Appendix A
herein for the sum of $200,000. The said sum shall be payable within five days
of signing this Agreement.

    


    5.           Sales and
Transition

    


    5.1           Sales and
Marketing.  Licensee agrees (i) to mention in the text of
all press releases related to the Company Technology that the same has been
developed by Company,  and (ii) not to license or sale the Company
Technology free of charge other than for promotional
purposes.   Company agrees that Licensee shall, in its sole
discretion, determine the degree of prominence afforded to the mention of
Company described in subsection (i) and (ii) of this Section 5.1.

    


    5.2           Transition.

    


    (a)           Upon
request of Licensee the Company shall instruct its ASIC chip supplier that until
further notice Licensee is entitled to purchase Company ASIC chips directly from
supplier. Such instruction shall remain in force during the term of this
Agreement.

    


    (b)           The
Parties shall work together to transfer relevant customer accounts and support
activities, including assignment of agreement with TOpS, to
Licensee.

    


    (c
)           The Licensee
shall lease from Company part of its facilities in Kiriat Malachi as the Parties
shall agree upon.

    


    6.           Confidentiality

    


    6.1           Confidential
Information.  “Confidential Information” refers
to:  (i)  the Company Technology, the Licensee Technology,
and any other business or technical information of either of the Parties,
including but not limited to any information relating to such Party’s product
plans, designs, costs, product prices and names, finances, marketing plans,
business opportunities, personnel, research, development or know-how designated
by a Party as “confidential” or “proprietary” or which, under the circumstances
taken as a whole, would reasonably be deemed to be confidential; and
(ii) the terms and conditions of this Agreement.

    


    6.2           Exclusions of Confidential
Information.  Notwithstanding the foregoing, “Confidential
Information” will not include information that is or becomes generally
known or available by publication, commercial use or otherwise through no fault
or breach of confidentiality undertakings of the receiving Party.

    


    
      
        
        

      

      
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    6.3           Use and Disclosure
Restrictions.  During the term of this Agreement and after any
termination or expiration of this Agreement, the Parties shall refrain from
using the other Party’s Confidential Information except as contemplated herein,
and from disclosing such Confidential Information to any third party except as
is reasonably required in connection with the exercise of its rights and
obligations under this Agreement (and only subject to binding use and disclosure
restrictions at least as protective as those set forth herein executed in
writing by such parties).  However, a Party may disclose Confidential
Information of the other Party:  (i) pursuant to the order or
requirement of a court, administrative agency, or other governmental body,
provided that the disclosing Party give reasonable notice to the other Party to
contest such order or requirement; and (ii) on a confidential basis to
legal or financial advisors or (iii) as otherwise required in connection with
its reporting requirements under Securities Exchange Act of 1934, as
amended.

    


    6.4           Employment of Other Party's
Employees.  Each Party and its Affiliates agree that during the
continuance of this Agreement and for a period of 12 months after its
termination, in whole or in part, it will not hire or otherwise contract the
services of, whether directly or indirectly, an employee of the other Party
without the consent of the other Party not to be unreasonably
withheld.

     

    7.           Term and
Termination

    


    7.1           Term.  This
Agreement shall commence on the Effective Date and, unless earlier terminated in
accordance with this Section 7, will continue in effect until November 30,
2016.

    


    7.2           Termination for
Cause.  Either Party will have the right to terminate this
Agreement if:  (i) the other Party materially breaches this
Agreement and fails to cure such breach within thirty (30) days after written
notice thereof from the other Party setting forth in reasonable detail the facts
or circumstances constituting the alleged breach; (ii) the other Party
becomes the subject of a voluntary petition in bankruptcy or any voluntary
proceeding relating to insolvency, receivership, liquidation, or composition for
the benefit of creditors; (iii) the other Party becomes the subject of an
involuntary petition in bankruptcy or any involuntary proceeding relating to
insolvency, receivership, liquidation, or composition for the benefit of
creditors, if such petition or proceeding is not dismissed within sixty (60)
days of filing, or (iv) in accordance with the provisions of Section
4.3.

    


    7.3           Company
may terminate this Agreement forthwith if (a) Licensee fails to pay any
Royalties within 30 days of their due date on two consecutive occasions or if
the Licensee fails on more than three occasions to pay Royalties on time or (b)
if the Licensee ceases to conduct business in the ordinary course.

    


    7.4           Effect of
Termination.

    


    (a)           Confidential
Information.  Upon any expiration or termination of this
Agreement, each Party shall promptly return to the other Party, and will not
take or use (except as permitted herein), all items of any nature that belong to
such Party and all records containing or relating to such Party’s Confidential
Information.

    


    (b)           Survival.  The
following provisions will survive termination of this Agreement for any
reason:  Section 2, 3.9, 4, 6 - 11.

    


    
      
        
        

      

      
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    8.           Warranty
Disclaimer

    


    EACH
PARTY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

     

    9.           Indemnification

     

    9.1           Indemnification
by Company. Company shall defend, indemnify and hold harmless Licensee and its
officers, directors, employees, shareholders, customers, agents, successors and
assigns from and against any and all loss, damage, settlement, costs or expense
(including legal expenses), as incurred, resulting from, or arising out of any
third-party claim from a claim which alleges that any Company Technology
incorporated within a product manufactured under License infringes upon,
misappropriates or violates any issued U.S. or Canadian patents, copyrights,
trademarks or trade secret rights or other proprietary rights of persons, firms
or entities who are not parties to this Agreement.

     

    9.2           Company
shall have no obligation under Section 9.1 to the extent any claim for actual or
threatened injury or damage or infringement or misappropriation results from:
(i) use of the Company Technology or Special Products in combination with any
other product, end item, or subassembly if the claim would not have occurred but
for such combination, (ii) use or incorporation in the Company Technology of any
design, technique or specification furnished by Licensee, if the claim would not
have occurred but for such incorporation or use; or (iii) any claim based on
Licensee’s use of Company Technology or the Special Products after Company has
informed Licensee of modifications or changes in the Company Technology
incorporated within the Special Products or products manufactured under License
required to avoid such claims and offered to implement those modifications or
changes, if such claim would have been avoided by implementation of Company’s
suggestions; (iv) compliance by Company with specifications or instructions
supplied by Licensee if, in the event of an infringement claim,  there
is no way known to Company of avoiding the infringement while remaining in
compliance with the specifications.

    


    9.3           Indemnification
by Licensee.  Licensee agrees to defend, indemnify and hold harmless,
Company and all directors, officers, employees, and agents (“Indemnitees”) from
and against all claims, actions, losses, expenses, damages or other liabilities,
including reasonable attorneys’ fees  incurred by or assessed against
any of the foregoing, but solely to the extent the same arise out of third-party
claims relating to:

     

    (a)           any
actual or threatened injury or damage to any person or property caused, or
alleged to be caused, by a product manufactured under License,

     

    (b)           any
infringement of the intellectual property rights of any third party but solely
to the extent that such infringement is caused by a process that Licensee uses
to manufacture, assemble and/or test the products which was not provided to
Licensee by Company herein; provided that, Licensee shall not have any
obligation to indemnify the Indemnitees if such claim would not have arisen but
for Licensee’s manufacture, assembly or test of the product in accordance with
the Company Technology transferred hereunder.

     

    (c
)           defects in
material or workmanship of a product manufactured under License.

     

    
      
        
        

      

      
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    9.4           Procedures
for Indemnification.  With respect to any third-party claims, either
party shall give the other party prompt notice of any third-party claim and
cooperate with the indemnifying party at its expense.  The
indemnifying party will assume the defense (at its own expense) of any such
claim through counsel of its own choosing by so notifying the party seeking
indemnification within thirty (30) calendar days of the first receipt of such
notice.  The party seeking indemnification shall have the right to
participate in the defense thereof and to employ counsel, at its own expense,
separate from the counsel employed by the indemnifying party.  The
indemnifying party shall not, without the prior written consent of the
indemnified party, agree to the settlement, compromise or discharge of such
third-party claim.

     

    9.5           Sale
of Special Products Enjoined. Should the use of the Special Products be enjoined
for a cause stated in Section 9.1 above, or in the event the Company desires to
minimize its liabilities under this Section 9, in addition to its
indemnification obligations set forth in this Section 9, Company’s sole
responsibility is to either substitute fully equivalent Company Technology
incorporated into  the Product or process (as applicable) so that the
Product is no longer subject to any claim of infringement or such injunction,
modify Company Technology  or process (as applicable) so that the
Product is no longer is subject to such claim of infringement or injunction, or
obtain the right to continue using the enjoined or threatened Product
incorporating Company Technology  (as
applicable).     Notwithstanding the foregoing, in the
event that a third party makes an infringement claim, but does not obtain an
injunction, Company shall not be required to substitute a fully equivalent
Company Technology  or process (as applicable) or modify the Company
Technology  or process (as applicable) if Company obtains an opinion
from competent patent counsel reasonably acceptable to the other party that such
Company Technology  or process is not infringing or that the patents
alleged to have been infringed are invalid; however, Company’s obligations under
subsection 9.1 above remain unchanged.

     

    9.6           No
Representations or Other Warranties. COMPANY MAKES NO REPRESENTATIONS AND NO
OTHER WARRANTIES OR CONDITIONS ON THE PERFORMANCE OF THE WORK, OR THE COMPANY
TECHNOLOGY OR THE SPECIAL PRODUCTS, EXPRESS, IMPLIED, STATUTORY, OR IN ANY OTHER
PROVISION OF THIS AGREEMENT OR COMMUNICATION WITH OTHERS, AND COMPANY
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.

     

    9.7           No
Other Liability. WITHOUT DEROGATING FROM THE PARTIES’ RIGHTS AND OBLIGATIONS
UNDER SECTION 9.1 AND 9.3, AND EXCLUDING ANY LIABILITY UNDER SECTION 6, IN NO
EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, LOSS OF
PROFIT  INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY
KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF SPECIAL PRODUCTS,
WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE
POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF THE PARTY
HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY
OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL
PURPOSE.

    


    
      
        
        

      

      
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    THE
FOREGOING ARTICLE 9 STATES THE ENTIRE LIABILITY OF THE PARTIES TO EACH OTHER
CONCERNING INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET OR OTHER INTELLECTUAL
PROPERTY RIGHTS.

    


    9.8           NOTWITHSTANDING
ANYTHING ELSE IN THIS AGREEMENT, THE LIABILITY OF EITHER PARTY ON ANY CLAIM OF
ANY KIND, OTHER THEN UNDER SECTION 9.1, 9.3 OR 6, WHETHER BASED ON CONTRACT OR
TORT (INCLUDING BUT NOT LIMITED TO, STRICT LIABILITY, PRODUCT LIABILITY OR
NEGLIGENCE) OR RESULTING FROM THIS AGREEMENT OR ANY SPECIAL PRODUCTS, MATERIALS
OR SERVICES FURNISHED HEREUNDER SHALL NOT EXCEED AN AMOUNT EQUAL TO THE SUMS
PAID TO COMPANY BY LICESNSE PURSUANT TO  THIS AGREEMENT IN THE 12
MONTHS PRECEDING THE CAUSE OF ACTION FOR WHICH A CLAIM IS MADE.

    


    10.          Product Liability
Insurance.  The Company shall take out product liability
insurance for the Special Products in such amounts as it deems reasonable and
the Licensee shall be named as an additional insured. The Parties shall each pay
one half of such insurance costs at the time the premiums are due.

    


    11.          General
Provisions

    


    11.1         Amendment.  This
Agreement may only be amended by a writing signed by both Parties.

    


    11.2         Assignment.  Licensee
shall not assign its rights or delegate its obligations hereunder without the
express written consent of Company, not to be unreasonable
withheld.  Any assignment or delegation by Licensee in violation of
this Section will be void.  Subject to the foregoing, this Agreement
will benefit and bind the successors and permitted assigns of the
Parties.

    


    Israel
Sarussi shall at all times retain, with respect to all matters, voting control
of the board of directors of Licensee and his spouse shall at all times remain
the majority shareholder of the Licensee. This undertaking is material to this
Agreement and without which Company would not enter into this
Agreement.

    


    11.3         Governing Law & Dispute
resolution..  This Agreement will be governed by and construed
in accordance with the substantive laws of the State of Israel, without regard
to or application of provisions relating to choice of law. Any and all disputes
regarding this Agreement shall be settled by arbitration in accordance with the
procedure below.

    


    11.4         Arbitration.

    


    (i)           Initiation
of Arbitration Proceedings.  If any party wishes to have any matter
arbitrated in accordance with the provisions of this Agreement, it must give
written notice to the other parties specifying particulars of the matters in
dispute.

     

    
      
        
        

      

      
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    (ii)           Rules. 
The arbitration shall be conducted on a confidential basis in accordance with
the The Arbitrations Law – 1986. The arbitrator shall not be
bound by the rules of civil procedure. The Parties may be represented by
counsel.

    


    (iii)          Initiation. 
The arbitration process may be commenced by any party giving written notice to
the other parties.

    


    (iv)          Arbitrator. 
The arbitration shall be conducted by a single arbitrator agreed to by the
Parties. If the Parties are unable to agree upon an arbitrator, then an
arbitrator shall be appointed by the Law Society of Israel upon application of
any Party.

    


    (v)           Location. 
The arbitration shall be conducted in the city of Tel Aviv, Israel.

    


    (vi)          Combination. 
If there is more than one matter to be arbitrated, all such matters shall, to
the extent possible, be combined in one arbitration.

     

    (vii)         Co-Operation. 
Each of the parties shall co-operate with the arbitrator and provide him or her
and the other Parties in the arbitration with all information in its possession
and under its control necessary or relevant to the matter in
dispute.

    


    (viii)        Timing. 
Subject to the arbitrator’s availability and discretion, the arbitration shall
be completed within 30 days of the commencement of the arbitration hearing and
the arbitrator shall deliver a reasoned written decision within 10 days of the
completion of the arbitration hearing.

    


    (ix)          Judgment. 
Judgement upon the arbitrator’s award may be entered into any court having
jurisdiction.

    


    (x)           No
Appeal.  The decision of the arbitrator shall be final and binding upon the
parties and there shall be no appeal from the decision of the
arbitrator.

    


    (xi)          Costs. 
The quantum of the costs of arbitration shall be determined by the arbitrator
and shall be borne by the unsuccessful party.

    


    11.5         No
Agency.  The Parties to this Agreement are independent
contractors, and nothing in this Agreement will be construed as creating or
implying an agency, partnership, joint venture, or any other form of legal
association (other than as expressly set forth herein) between the
Parties.

    


    11.6         Bankruptcy. In the
event that the Company is declared bankrupt or placed into liquidation this
Agreement shall continue in full force and effect, provided that all royalty
payments shall thereafter be made to the liquidator.

    


    11.7         No Third Party
Beneficiaries.  No provisions of this Agreement, express or
implied, are intended or will be construed to confer any rights, remedies or
other benefits on any third party under or by reason of this
Agreement.

    


    
      
        
        

      

      
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    11.8         Notices.  All
notices required or permitted under this Agreement will be in writing, will
reference this Agreement and will be deemed given:  (i) when
personally delivered, (ii) when sent by confirmed facsimile; (iii) five (5)
working days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or (iv) one (1) working day after deposit
with a commercial overnight carrier, with written verification of
receipt.  All communications will be sent to the addresses set forth
on the signature page hereof, or to such other address as may be designated by a
Party by giving written notice to the other Party pursuant to this
Section.

    


    11.9         Severability.  If
for any reason a court of competent jurisdiction finds any provision or portion
of this Agreement to be unenforceable, that provision of the Agreement will be
enforced to the maximum extent permissible so as to effect the intent of the
Parties, and the remainder of this Agreement will continue in full force and
effect.

    


    11.10       Waiver.  To
be enforceable, a waiver must be in writing and signed by the waiving
Party.

    


    11.11       Force
Majeure.  Neither Party will be liable under this Agreement for
non-performance caused by events or conditions beyond the Party’s control, if
the Party makes reasonable efforts to perform.

    


    IN WITNESS WHEREOF, the duly
authorized representatives of the Parties have executed
this Agreement.

     

    
      
        
          
            	
                    SPO
      Medical Equipment Ltd.

                  	 
      	
                    SPO
      Medical Systems Ltd.

                  
	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Michael Braunold

                  	 
      	
                    By:

                  	
                    /s/
      Michael Braunold

                  
	 
      	 
      	 
      
	
                    Printed
      Name: Michael Braunold

                  	 
      	
                    Printed
      Name: Israel Sarussi

                  
	 
      	 
      	 
      
	
                    Title:
      CEO

                  	 
      	
                    Title:

                  


          

        

      

    

    


    
      	
              Date:
      January 26, 2010

            	
              Date:
      January 26, 2010

            


    

     

    
      
         


      

      
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