<PAGE>
                                                                    Exhibit 10.3
                                                                    ------------

                             SHAREHOLDERS' AGREEMENT

         THIS SHAREHOLDERS' AGREEMENT (this "AGREEMENT") is made as of the 23
day of September, 2005 (the "EFFECTIVE DATE") by and among BIOPAD LTD., an
Israeli company (the "COMPANY"), the holders of Ordinary Shares par value NIS 1
each of the Company ("ORDINARY SHARES") listed on SCHEDULE A, hereto (each of
which is herein referred to as an "ORIGINAL SHAREHOLDER" and collectively, the
"ORIGINAL SHAREHOLDERS"), the investors listed on SCHEDULE B hereto (the "NEW
SHAREHOLDER"). The Original Shareholders and New Shareholders shall be referred
to collectively as the "SHAREHOLDERS". The Ordinary Shares shall be referred to
as the "SHARES".

                                   WITNESSETH:

         WHEREAS, pursuant to that certain Share Purchase Agreement, dated as of
the date hereof, by and between the Company and the New Shareholder (the "SHARE
PURCHASE AGREEMENT"); and

         WHEREAS, the Company and the Shareholders desire to set forth certain
matters regarding the ownership of the Shares; and

         NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereby agree as follows:

1. RESTRICTIONS ON TRANSFER.

         1.1.     For purposes of this Agreement, the term "Transfer" shall
                  include any sale, assignment, encumbrance, pledge, lien,
                  hypothecation, conveyance in trust, gift, transfer by bequest,
                  devise or descent, and transmissions to receivers, levying
                  creditors, trustees or receivers in bankruptcy proceedings or
                  general assignees for the benefit of creditors, whether
                  voluntary or by operation of law, directly or indirectly, of a
                  Shareholder's Shares directly or beneficially owned by such
                  Shareholder.

         1.2.     No Shareholder may Transfer any Shares without complying with
                  the terms of this Agreement. Any attempted transfer in
                  violation of this Agreement shall be void and of no force and
                  effect and shall not be honored by the Company.

         1.3.     Except as otherwise provided herein, it is hereby agreed that
                  none of the Original Shareholders or the New Shareholder shall
                  transfer any of its Shares in the Company, within 3 (three)
                  years from the Effective Date.

2. RIGHT OF FIRST REFUSAL AND FIRST OFFER.

         2.1.     If at any time prior to the Closing of an initial underwritten
                  Public Offering of the Company's shares to the public ("IPO"),
                  any Shareholder intends to Transfer any Shares (except for the
                  Transfer according to Section 2.9 hereto) (a "DISPOSITION"),
                  including Shares acquired after the date hereof, then such
                  sale shall be subject to the Right of First Refusal of the
                  Company and the other Shareholders, as provided hereinafter.

         2.2      If a Shareholder (hereinafter: the "Offeror") wishes to sell
                  or transfer all or part of his shares in the Company
                  (hereinafter: the "Offered SHARES") he shall deliver a written
                  notice to the Company and to the other Shareholders in which
                  he will specify

                                       -1-


<PAGE>


                  the number of the Offered Shares, the price for the Offered
                  Shares, the terms of payment and the name of the purchaser who
                  wishes, in good faith, to purchase all the Offered Shares
                  under the same conditions (hereinafter: the "Offer"). The
                  Company and all of the other Shareholders shall respond in
                  writing to the Offeror (hereinafter: the "RESPONSE NOTICE")
                  within 30 (thirty) days from the date of receipt of the Offer
                  if it/he wishes to purchase its pro-rata share of the Offered
                  Shares at the price and the conditions specified in the Offer.
                  In the Response Notice the Company and each Shareholder will
                  also specify the number of the Offered Shares that it or he is
                  willing to purchase if the Company or any Shareholder refuses
                  to purchase their pro-rata share of the Offered Shares, or any
                  share thereof.

                  If the Company and/or any Shareholder, shall not respond
                  within 30 (thirty) days as abovementioned, it will be deemed
                  as a refusal to purchase his pro-rata share of the Offered
                  Shares.

         2.3      The Company has the right before the other Shareholders to
                  purchase all or part of the Offered Shares.

         2.4      If the Company refuses to purchase all of the Offered Shares,
                  the other Shareholders will have the right to purchase part of
                  the pro-rata share of the Offered Shares not purchased by the
                  Company, pro-rata to the number of shares each of them holds
                  at that time. If a Shareholder refuses to purchase his
                  pro-rata share of the Offered Shares, its right will be
                  transferred to the other Shareholders.

         2.5      If the Company and/or the other Shareholders or part of them
                  notify, within 30 (thirty) days as aforesaid, that they wish
                  to purchase all of the Offered Shares, it will be deemed an
                  agreement for the sale and purchase of the Offered Shares at
                  the price and at the conditions specified in the Offer and the
                  Offeror shall transfer the Offered Shares to the Company
                  and/or to the Shareholders that agreed to purchase them,
                  pro-rata to their shareholding, within 15 (fifteen) days from
                  the date of receipt of the Response Notice against payment of
                  the price, or arrangement for the payment of the price, at the
                  conditions specified in the Offer.

         2.6      If the Company and the other Shareholders, shall notify that
                  they do not wish to purchase all the Offered Shares or they do
                  not respond to the Offer, the Offeror may sell and transfer
                  all the Offered Shares to the purchase specified in the Offer
                  at the price and under the same conditions specified in the
                  Offer within the earlier of (i) 15 (fifteen) days after the
                  last date for the Notice for Response; or (ii) from the date
                  which the Company and the other Shareholders notified that
                  they are not interested to purchase the Offered Shares.

                  If the Offeror does not sell and transfer the Offered Shares
                  to the purchaser within the aforesaid 15 (fifteen) days period
                  and he wishes to sell or transfer the Offered Shares, or part
                  thereof, he shall once again offer them to the Company and the
                  other Shareholders and the aforesaid procedure will apply
                  again.

         2.7      The provisions of this Section will apply also to sale of
                  shares by a receiver, liquidator, trustee in bankruptcy,
                  executor, court, execution office, etc., as well as sale of
                  shares by way of a Tender Offer.

         2.8      The provisions of this Section shall not apply to transfer of
                  Shares by a Shareholder to a corporation, fully owned and
                  controlled by such Shareholder, or to a spouse, parent,
                  sibling, lineal descendent or ante descendent, provided that
                  such transferee

                                       -2-



<PAGE>


                  agrees in writing to assume performance of and be bound by the
                  terms and conditions of this Agreement.

         2.9      Transfer of shares to the purchaser, as specified in the
                  Offer, is subject to the approval by the Board of Directors,
                  which shall not refuse to approve the transfer, except for
                  reasonable causes.

         2.10     Transfer of Shares to the Company or to a Shareholder as a
                  result of exercising their right of first refusal as aforesaid
                  and transfer of shares as specified in paragraph 2.9 above is
                  not subject to the approval by the Board of Directors.

         2.11     For the purpose of the Right of First Refusal of the New
                  Shareholder, it shall be deemed as if all the Shares, as
                  defined in the Share Purchase Agreement, have been issued and
                  allotted to the New Shareholder.


3. PREEMPTIVE RIGHTS.

         3.1.     Prior to the consummation of an IPO, if the Company proposes
                  to issue or sell any New Securities (as defined below), the
                  Company shall grant, prior to such issuance, to the New
                  Shareholder and the Original Shareholders (the "PREEMPTIVE
                  SHAREHOLDERS"), the right to purchase its pro-rata share in
                  the Company of the New Securities, thereafter maintaining its
                  proportionate equity ownership in the Company. A Shareholder's
                  pro-rata share, for purposes of this Section, is the ratio of
                  the number of shares held by such Shareholder immediately
                  prior to the issuance of the New Securities (on an as
                  converted basis) in relation to the total number of Ordinary
                  Shares issued and outstanding immediately prior to the
                  issuance of New Securities (on an as converted basis). Each
                  Preemptive Shareholder shall have a right of over-allotment
                  such that if any Preemptive Shareholder declines or fails to
                  exercise its right hereunder to purchase its pro-rata share of
                  the New Securities, each other Preemptive Shareholder
                  exercising its preemptive right hereunder may purchase such
                  declining Preemptive Shareholder's portion, on a pro-rata
                  basis to those Preemptive Shareholders exercising their right
                  of over-allotment.

         3.2.     In the event the Company proposes to issue New Securities, it
                  shall give each Preemptive Shareholder written notice of its
                  intention, describing the type of New Securities, their price
                  and the general terms upon which the Company proposes to issue
                  the same. Each Preemptive Shareholder shall have twenty-one
                  (21) days after such notice is mailed or delivered to elect to
                  purchase its pro rata share of such New Securities and any
                  additional shares as may be available for over-allotment, upon
                  the terms and conditions specified in the notice, by giving
                  written notice to the Company and stating therein the maximum
                  amount of New Securities elected to be purchased. In the event
                  that a written notice of any Preemptive Shareholder is not
                  received by the Company within the period mentioned above,
                  then such Preemptive Shareholder shall be deemed to have
                  waived its preemptive right under this Section 3.2.

                  In the event the Preemptive Shareholders fail to fully
                  exercise the preemptive right within the said twenty-one (21)
                  day period, the Company shall have one hundred twenty (120)
                  days thereafter to sell, or enter into an agreement to sell,
                  to any third party, the remainder of the New Securities with
                  respect to which the Preemptive Shareholders' preemptive right
                  was not exercised, at a price and upon terms no more favorable
                  to the purchasers thereof than specified in the Company's
                  notice to the Preemptive Shareholders. In the event the
                  Company has not sold, or entered into an

                                      - 3 -


<PAGE>

                  agreement to sell, the New Securities within the one hundred
                  twenty (120) day period, the Company shall not issue or sell
                  any New Securities without first complying with the provisions
                  of this Section.

         3.3.     For the purpose of this Section "NEW SECURITIES" shall mean
                  any equity interest in the Company, whether now authorized or
                  not, and rights, options or warrants to purchase such equity
                  interests, and securities of any type whatsoever that are
                  convertible into equity interests; provided, however, that the
                  term "New Securities" does not include: (i) securities issued
                  upon the conversion of any preferred shares, as shall be
                  hereafter authorized; (ii) securities issued from the Pool (as
                  such term is defined in the Share Purchase Agreement between
                  the Company and the New Shareholder that is being executed
                  simultaneously herewith); (iii) securities issued in
                  connection with stock splits, bonus shares or other similar
                  recapitalization events on the basis of a Shareholder's
                  pro-rata share of all outstanding shares of the Company, on an
                  as converted basis.

         3.4.     For the purpose of the Pre-emptive Right of the New
                  Shareholder, it shall be deemed as if all the Shares, as
                  defined in the Share Purchase Agreement, have been issued and
                  allotted to the New Shareholder.

4. BRING ALONG.

         4.1.     Subject to the provisions of the Israeli Companies Law, 1999,
                  in the event that prior to an IPO, Original Shareholders and
                  New Shareholder holding more than 66.7% (%) of the Company's
                  issued and outstanding share capital (on an as converted
                  basis) accept an offer to sell all their Shares to a third
                  party (the "PURCHASE Offer"), and such Purchase Offer is
                  conditional upon the sale of all of the Company's Shares, then
                  the remaining shareholders of the Company shall be obligated
                  to sell their Shares (including any securities convertible or
                  exchangeable into shares) pursuant to the terms specified in
                  the Purchase Offer.

         4.2.     At the closing of the sale under the Purchase Offer, the
                  Company may require each Shareholder to: (1) represent and
                  warrant to the purchasers, in writing, that such Shareholder's
                  shares, are free and clear of any liens, claims, encumbrances
                  or third party rights of any kind and to give other reasonable
                  representations and warranties as customary in this type of
                  transaction, (2) sign a share transfer deed in the name of
                  such purchaser, and (3) deliver to the Company the share
                  certificate or certificates representing such Shareholder's
                  shares.

         4.3.     Should any Shareholder fail to comply with any of its
                  obligations specified in this Section 4, the Company shall
                  register such Shareholder's Shares in the Company books in the
                  name of the purchaser and hold any payment due to such
                  Shareholder under the Purchase Offer in escrow until such time
                  that such Shareholder shall fulfill its obligations hereunder.
                  For avoidance of doubt, from the closing date of the Purchase
                  Offer, such purchaser shall be regarded as the sole legal
                  owner of the Shares of such Shareholder.

         4.4      For the purpose of the Bring Along Right, it shall be deemed,
                  as if all the Shares, as defined in the Share Purchase
                  Agreement, have been issued and allotted to the New
                  Shareholder.



                                      - 4 -

<PAGE>


5. CO-SALE

         5.1.     The Shareholders holding at least 50% (fifty percent) of the
                  Registered and Outstanding Shares of the Company (hereinafter:
                  the "SELLING SHAREHOLDER") may not directly or indirectly sell
                  those Shares owned by them to the same person or entity unless
                  the prospective purchaser offers to purchase from the other
                  Shareholders, on terms no less favorable than those offered to
                  the Selling Shareholder, such portion of the aggregate number
                  of shares to be purchased up to that number of Shares owned by
                  the other Shareholders exercising this co-sale right
                  determined by multiplying the total number of shares to be
                  purchased by the purchaser (the "OFFERED SHARES") by a
                  fraction (i) the numerator of which is the number of Shares
                  owned by such other Shareholders; and (ii) the denominator of
                  which is the total number of Shares of the Company which are
                  then owned by the other Shareholders exercising its co-sale
                  right and by the Selling Shareholder proposing to sell his
                  Shares. The other Shareholders shall have fifteen (15) days to
                  decide whether to accept any offer of purchase pursuant to
                  this Section, and may accept such offer in whole or in part.

         5.2.     The Selling Shareholder may not consummate any sale unless the
                  prospective purchaser simultaneously consummates its
                  corresponding purchase, if any, from the other Shareholders
                  who exercise their right to participate in such sale.

         5.3.     For the purpose of the Co-Sale Right, it shall be deemed as if
                  all the Shares, as defined in the Share Purchase Agreement,
                  have been issued and allotted to the New Shareholder.

6. VOTING RIGHTS

                  Until an IPO, the Company will not adopt any of the following
                  resolutions or actions without the prior written consent of
                  the New Shareholder:

                  (i)      alters or changes the rights, preferences, or
                           privileges of the Ordinary Shares;

                  (ii)     effects a merger, consolidation, sale of
                           substantially all assets or shares of the Company to
                           the extent that the fair market value of the Company
                           at the time of such event is valued at less than US$
                           40,000,000;

                  (iii)    amends or otherwise modifies the Company's Articles
                           of Association, which grants special rights to the
                           New Shareholder;

                  (iv)     creates a material change in the Company's business
                           with respect to its fetal monitoring products.

                  (v)      appoint, remove or replace the Company's CEO before
                           the beginning of the commercial production of the
                           Fetal Monitoring product; or



                                      - 5 -


<PAGE>


                  (vi)     amend the budget attached to the Share Purchase
                           Agreement with respect to the Company's fetal
                           monitoring products and its related assets.


7. COMPOSITION OF THE BOARD OF DIRECTORS.

         7.1      The New Shareholder shall be entitled to appoint 25% of the
                  directors of the Company, rounded up, at any time (e.g. if the
                  Board of Directors consists of 7 directors, the New
                  Shareholder shall be entitled to appoint 2 directors) (the
                  "SYNOVA DIRECTORS").

         7.2      The Company shall sign an indemnity agreement with each of the
                  directors (including the Synova Directors) and prior to the
                  commercialization of the Licensed Product (as defined below)
                  the Company will obtain and maintain effective, a commercially
                  reasonable amount of directors and officers liability
                  insurance.

8 PIGGYBACK REGISTRATIONS.

         8.1      The Company shall notify the holders of Ordinary Shares,
                  whether such shares are issued prior to, on or after the date
                  hereof ("REGISTRABLE SECURITIES"), in writing at least thirty
                  (30) days prior to filing any registration statement under the
                  Securities Act for purposes of effecting a public offering of
                  securities of the Company (other than from an IPO, but
                  including, but not limited to, registration statements
                  relating to secondary offerings of securities of the Company)
                  and will afford each such holder of Registrable Securities an
                  opportunity to include in such registration statement all or
                  any part of the Registrable Securities then held by such
                  holder. Each holder of Registrable Securities desiring to
                  include in any such registration statement all or any part of
                  the Registrable Securities held by such holder shall within
                  twenty (20) days after receipt of the above-described notice
                  from the Company, so notify the Company in writing, and in
                  such notice shall inform the Company of the number of
                  Registrable Securities such holder wishes to include in such
                  registration statement. If a holder of Registrable Securities
                  decides not to include all of its Registrable Securities in
                  any registration statement thereafter filed by the Company
                  pursuant to this Section 8.1, such holder shall nevertheless
                  continue to have the right to include any Registrable
                  Securities in any subsequent registration statement or
                  registration statements as may be filed by the Company with
                  respect to offerings of its securities, all upon the terms and
                  conditions set forth herein.

         8.2      At any time after the Company becomes eligible to file a
                  Registration Statement on Form S-3 (or any successor form
                  relating to secondary offerings), a Shareholder holding the
                  Registrable Securities then outstanding may request, in
                  writing, that the Company effect the registration on Form S-3
                  (or such successor form), of any amount of Registrable
                  Securities owned by such Shareholder. Thereupon, the Company
                  shall, as expeditiously as possible, use its commercially
                  reasonable best efforts to effect such registration which the
                  Company has been requested to so register. If a holder of
                  Registrable Securities decides not to include all of its
                  Registrable Securities in any registration statement
                  thereafter filed by the Company pursuant to this Section 8.2,
                  such holder shall nevertheless continue to have the right to
                  include any Registrable Securities in any subsequent
                  registration statement or registration statements as may be
                  filed by the Company with respect to offerings of its
                  securities, all upon the terms and conditions set forth
                  herein.


                                      - 6 -


<PAGE>


         8.3      Underwriting. If a registration statement under which the
                  Company gives notice under this Section 8 is for an
                  underwritten offering, then the Company shall so advise the
                  holders of Registrable Securities. In such event, the right of
                  any such holder's Registrable Securities to be included in a
                  registration pursuant to this Section 8 shall be conditioned
                  upon such holder's participation in such underwriting and the
                  inclusion of such holder's Registrable Securities in the
                  underwriting to the extent provided herein. All holders
                  proposing to distribute their Registrable Securities through
                  such underwriting shall enter into an underwriting agreement
                  in customary form with the managing underwriter or
                  underwriters selected for such underwriting (including a
                  market stand off agreement if required by such underwriter or
                  underwriters). Notwithstanding any other provision of this
                  Agreement, if the managing underwriter(s) determine(s) in good
                  faith that marketing factors require a limitation of the
                  number of shares to be underwritten, then the managing
                  underwriter(s) may exclude shares from the registration and
                  the underwriting, and the number of shares that may be
                  included in the registration and the underwriting shall be
                  allocated, (i) first, the Company, (ii) second, Registrable
                  Securities held by the Shareholder (pro rata to the respective
                  number of such Registrable Securities held by each such
                  holder, but in any event not more than the number of such
                  Registrable Securities requested to be included in the
                  registration by any such holder); (iii) third, any other
                  securities. If any holder disapproves of the terms of any such
                  underwriting, such holder may elect to withdraw therefrom by
                  written notice to the Company and the underwriter(s),
                  delivered at least ten (10) business days prior to the
                  effective date of the registration statement. Any Registrable
                  Securities excluded or withdrawn from such underwriting shall
                  be excluded and withdrawn from the registration.

         8.4      Expenses. All expenses incurred in connection with a
                  registration pursuant to this Section 8 (excluding
                  underwriters' and brokers' discounts and commissions relating
                  to shares sold by the holders and legal fees of counsel for
                  the holders), including, without limitation all federal and
                  "blue sky" registration, filing and qualification fees,
                  printers' and accounting fees, and fees and disbursements of
                  counsel for the Company, shall be borne by the Company.

         8.5      Assignment. The registration rights of each of the holders
                  under Agreement hereof may be assigned to any holder acquiring
                  the Registrable Securities then outstanding.

8. INFORMATION RIGHTS

         8.1.     Financial Statements. The Company shall maintain a system of
                  accounting established and administered in accordance with
                  Israeli generally accepted accounting principles consistently
                  applied ("GAAP"), will keep full and complete financial
                  records and will furnish to each of the Shareholders the
                  following reports, until an IPO:

                  (a)      As soon as practicable after the end of each fiscal
                           year, and in any event within 120 days thereafter,
                           audited financial statements of the Company. These
                           annual accounts should include annual income, cash
                           flows, balance sheet prepared in accordance with GAAP
                           as audited by a recognized accounting firm;

                  (b)      As soon as practicable after the end of the first,
                           second, and third quarter in each year, and in any
                           event within 45 days thereafter, unaudited reviewed
                           quarterly financial statements of the Company;

                                      - 7 -

<PAGE>



         8.2.     Budget And Business Plan. The Company's management will
                  furnish each New Shareholder, and submit to the Board for
                  approval, a detailed annual operating plan, budget and
                  business plan at least 30 days prior to the beginning of each
                  fiscal year.

         8.3.     Other Information. The Company acknowledges that some of the
                  New Shareholder and/or some of the affiliates of the New
                  Shareholder may be publicly traded, and the Company will
                  provide such New Shareholder with all information required
                  under any applicable law and regulation to comply with the
                  reporting requirements of such publicly traded company.

9.       TERMINATION OF DISTRIBUTION AGREEMENT UPON CHANGE OF CONTROL. Any
         successor in interest of the Company may terminate the Distribution
         Agreement dated September 6, 2005 between the Company and the New
         Shareholder (the "DISTRIBUTION AGREEMENT") upon seventy-five (75) days'
         advance written notice to the New Shareholder the ("TERMINATION
         NOTICE") if: (a) such notice is received by the New Shareholder within
         forty-five (45) days after the successor in interest acquires all or
         substantially all of the assets of the Company or at least fifty
         percent (50%) of the control of the Company, or succeeds to the Company
         as the result of a merger or consolidation of the Company; and, (b) on
         or before such seventy-fifth (75th) day the successor pays New
         Shareholder and amount that equal to Termination Multiple (as defined
         below) the amount of money the New Shareholder spends (other than the
         investment pursuant to the Share Purchase Agreement) to commercialize
         and sell the Licensed Product (as defined by the Distribution
         Agreement) in accordance with the Distribution Agreement. For the
         purposes of this Section, the "TERMINATION MULTIPLE" shall be equal to
         (i) three (3) times to the extent such event is initiated on or prior
         to October 31, 2010; and (ii) two (2) times to the extent such event is
         initiated at anytime after October 31, 2010.

10. MISCELLANEOUS.

         (a) Further Assurances. Each of the parties hereto shall perform such
further acts and execute such further documents as may reasonably be necessary
to carry out and give full effect to the provisions of this Agreement and the
intentions of the parties as reflected thereby.

         (b) Governing Law; Jurisdiction. This Agreement shall be governed by
and construed according to the laws of the State of Israel without regard to the
provisions relating to conflicts of law. Any dispute arising under or in
relation to this Agreement shall be resolved exclusively by the courts of Tel
Aviv/Jaffa, and the parties hereto irrevocably submit to the exclusive
jurisdiction of such courts for such purposes.

         (c) Successors and Assigns. Except as otherwise expressly limited
herein, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto.

         (d) Entire Agreement; Amendment and Waiver. This Agreement and the
Schedules hereto constitute the full and entire understanding and agreement
between the parties with regard to the subject matters hereof and thereof, and
supersede all prior agreements and understandings among or between any of the
parties relating to the subject matter hereof and thereof. Any term of this
Agreement may be amended and the observance of any term hereof may be waived
(either prospectively or retroactively and either generally or in a particular
instance) with the written consent of parties to this Agreement holding (i) the
majority of the issued and outstanding Shares calculated on an as converted
basis; and (ii) the holders of a majority of Shares issued to the New
Shareholder.



                                     - 8 -


<PAGE>


         (e) Notices, etc. All notices and other communications required or
permitted hereunder to be given to a party to this Agreement shall be in writing
and shall be telecopied or mailed by registered or certified mail, postage
prepaid, or otherwise delivered by hand or by messenger, addressed to such
party's address as set forth below or at such other address as the party shall
have furnished to each other party in writing in accordance with this provision:

        if to the Company:  BioPad Ltd.
                            6 Tfutzdt Israel Street
                            Givatayim,Israel
                            Attn: Shiboleth, Roberts, Yisraeli, Zisman & Co. --
                                  46 Montifiore St. 62501,
                                  Tel-Aviv, Israel Itzhak Zisman, Adv.
                            Fax: 972-3-7103322

        if to a Shareholder: as set forth in Schedule A and Schedule B
hereto or such other address with respect to a party as such party shall notify
each other party in writing as above provided. Any notice sent in accordance
with this Section shall be effective (i) if mailed, seven (7) business days
after mailing, (ii) if sent by messenger, upon delivery, and (iii) if sent via
telecopier, upon transmission and electronic confirmation of receipt or (if
transmitted and received on a non-business day) on the first business day
following transmission and electronic confirmation of receipt (provided,
however, that any notice of change of address shall only be valid upon receipt).

         (f) Delays or Omissions. No delay or omission to exercise any right,
power, or remedy accruing to any party upon any breach or default under this
Agreement, shall be deemed a waiver of any other breach or default theretofore
or thereafter occurring. Any waiver, permit, consent, or approval of any kind or
character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing. All remedies, either under
this Agreement or by law or otherwise afforded to any of the parties, shall be
cumulative and not alternative.

         (g) Severability. If any provision of this Agreement is held by a court
of competent jurisdiction to be unenforceable under applicable law, then such
provision shall be excluded from this Agreement and the remainder of this
Agreement shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms; provided, however, that in such
event this Agreement shall be interpreted so as to give effect, to the greatest
extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent
jurisdiction.

         (h) Counterparts. This Agreement may be executed in any number of
facsimile counterparts, each of which shall be deemed an original and
enforceable against the parties actually executing such counterpart, and all of
which together shall constitute one and the same instrument.


                      [SIGNATURE PAGE IMMEDIATELY FOLLOWS]






                                      - 9 -


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
one or more counterparts as of the date and year first above written.
<TABLE>
<CAPTION>
<S>                                                       <C>

------------------------------------------------------------------------------------------
 BioPad Ltd.          BioPad      LTD.               Synova Pre-Natal  Healthcare, Inc.

  By:      /s/  HANOCH KAFTZAN                       By:     /s/  STEPHEN KING
         ------------------------------                     ------------------------------
  Name:     HANOCH KAFTZAN                           Name:    STEPHEN KING
         ------------------------------                     ------------------------------
  Title:       CEO                                   Title:    CEO
         ------------------------------                     ------------------------------


------------------------------------------------------------------------------------------

  By:       /s/  HANOCH KAFTZAN                      By:     /s/  STEPHEN KING
         ------------------------------                     ------------------------------
  Name:     HANOCH KAFTZAN                           Name:    STEPHEN KING
         ------------------------------                     ------------------------------
  Title:       CEO                                   Title:    CEO
         ------------------------------                     ------------------------------

</TABLE>


BIOPAD'S SHAREHOLDERS SIGNATURES:

1.      Alex Shenfeld          ______________________________

2.      Binyamin Fish          ______________________________

3.      Avraham Berger         ______________________________

4.      Avri Hazan             ______________________________

5.      Baruch Meirovich       ______________________________

6.      Haim Ben Zion          ______________________________

7.      SYRZ Trust Company     ______________________________

8.      Hanoch Kaftzan         ______________________________

9.      Eyal Margalit          ______________________________

10.     Martin Ledenheim       ______________________________



                                     - 10 -



<PAGE>




                           SCHEDULE A


                         ----------------------------

                         Alex Shenfeld
                         ----------------------------

                         Binyamin Fish
                         ----------------------------

                         Avraham Berger
                         ----------------------------

                         Avri Hazan
                         ----------------------------

                         Baruch Meirovich
                         ----------------------------

                         Haim Ben Zion
                         ----------------------------

                         SYRZ Trust Company
                         ----------------------------

                         Hanoch Kaftzan
                         ----------------------------

                         Eyal Margalit
                         ----------------------------

                         Martin Ledenheim

                         ----------------------------




                                     - 11 -




<PAGE>

                                   SCHEDULE B


                        SYNOVA PRE-NATAL HEALTHCARE, INC.




















                                      -12-