Exhibit
      4.5

    


    THIS
      WARRANT AND THE SHARES, AS HEREIN DEFINED, ISSUABLE UPON EXERCISE THEREOF HAVE
      NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
      (THE " ACT"), OR ANY U.S. STATE SECURITIES LAWS OR SIMILAR APPLICABLE LAWS
      IN
      OTHER JURISDICTIONS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
      OF
      UNLESS REGISTERED UNDER THE ACT AND APPLICABLE U.S. STATE SECURITIES LAWS OR
      SPO
      MEDICAL INC. (THE “COMPANY” OR “SPO”) SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO IT THAT THE REGISTRATION OF SUCH WARRANT AND SUCH
      SHARES UNDER THE ACT AND UNDER THE PROVISIONS OF APPLICABLE U.S. STATE
      SECURITIES LAWS OR OTHER APPLICABLE SECURITIES LAWS IS NOT
      REQUIRED.

    


    WARRANT
      FOR THE PURCHASE OF SHARES 

    


    No.
      Sept.
      06 

    


    FOR
      VALUE
      RECEIVED, the Company, a
      corporation organized and existing under the laws of the State of Delaware,
      c/o
the
      Company, Attention:
      Michael Braunold, Kfar Saba, Israel, hereby
      certifies that _________________,
      of
      ____________________________________
      (the
“Holder”), or a permitted assignee, is entitled to purchase from the Company, at
      any time or from time to time for three (3) years (the “Warrant Exercise
      Period”), from the above date $_____ of fully paid and nonassessable shares of
      common stock of the Company (the “Shares”), or any other equity securities which
      may be issued by it with respect thereto, at a purchase price per Share equal
      to
      the Purchase Price, as defined herein. As used herein, (i) the Shares
      purchasable hereunder, or under any Warrant (as hereinafter defined) issued
      to
      the Holder are
      referred to as the "Warrant Shares"; (ii) based upon the Purchase Price, the
      aggregate price payable for the Warrant Shares is referred to herein as the
      "Aggregate Warrant Price"; (iii) the Purchase Price payable hereunder for each
      Warrant Share is referred to as the "Per Share Warrant Price"; and (iv) this
      Warrant, and all warrants hereafter issued in exchange or substitution therefore
      or for such other warrants are referred to as the "Warrants". In the event
      of
      any changes in the Per Share Warrant Price, the number of Warrant Shares shall
      be adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant
      Price in effect immediately after such changes. 

    


    This
      Warrant is being issued to replace warrant No. Jan 05-1. previously issued
      to
      the Holder in January 2005 by a Company subsidiary (the “First Warrant”)
      pursuant to the terms of a letter agreement dated as of January 3, 2005, to
      which the said subsidiary, the Holder and other person named therein were
      parties. 

    


    Unless
      otherwise defined herein, the following initial capitalized terms shall have
      the
      following meanings:

    


    New
      Securities
      means
      securities that SPO sells in a New Transaction, including Common and/or SPO
      securities convertible to Common, and/or SPO rights convertible to Common
      without additional consideration;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    New
      Investor
      means an
      investor, purchaser or lender in a New Transaction;

    


    New
      Transaction
      means a
      transaction consummated by SPO with a New Investor subsequent to the date
      hereof, including (i) a sale of New Securities, or (ii) an SPO debt that is
      issued with an equity component (i.e. an SPO option or SPO warrant); or (iii)
      an
      SPO credit line that provides for conversion to Common. New Transaction excludes
      the issuance of Common upon (i) the exercise of options issued under an SPO
      employee stock option plan; (ii) the exercise of SPO warrants to purchase Common
      at fair market value (FMV); (iii) the conversion of SPO convertible securities,
      outstanding on the date hereof; and (iv) an SPO non-employee director or
      consultants’ stock option plan under which stock options may be granted at the
      fair market value of the underlying Common.

    


    Purchase
      Price means the lesser of (i) an amount equal to 60% of the price that New
      Securities are sold in a New Transaction (currently $0.36) or (ii) $0.705 per
      Common Share.

    


    1.     Exercise
      of the Warrant.

    


    This
      Warrant may be exercised by the Holder, or an assign in whole, or in part at
      any
      time or from time to time during the Warrant Exercise Period by its surrender
      (with the subscription form at the foot hereof duly executed) to the Company
      at
      the address set forth in Subsection 8.1 hereof, together with payment of the
      Aggregate Warrant Price, or a proportionate part thereof, if this Warrant is
      exercised in part. Payment for any Warrant Shares shall be made by certified
      or
      official bank check payable to the order of the Company. If this Warrant is
      exercised in part, it must be exercised for a number of whole Shares, and the
      Holder or an assign shall receive a new Warrant covering the Warrant Shares
      that
      have not been exercised setting forth the proportionate part of the Aggregate
      Warrant Price applicable to such unexercised Warrant Shares. Upon any such
      surrender of this Warrant, the Company will (a) issue a certificate or
      certificates in the name of the Holder for the largest number of whole Shares
      to
      which it shall be entitled hereunder and, if this Warrant is exercised in whole,
      in lieu of any fractional Shares to which the Holder shall be entitled, the
      Company will pay the Holder cash in an amount equal to the fair value of such
      fractional Shares (determined in such reasonable manner as the Board of
      Directors of the Company shall determine); and (b) deliver the Shares receivable
      upon the exercise of this Warrant, or a proportionate part thereof if this
      Warrant is exercised in part, pursuant to the provisions hereof.

    


    2.     Reservation
      of Warrant Shares.

    


    Until
      the
      termination of the Warrant Exercise Period, the Company will at all times have
      authorized and in reserve, and keep available, solely for issuance or delivery
      upon the exercise of this Warrant, the Shares that from time to time are
      receivable upon its exercise, free and clear of all restrictions on sale or
      transfer and free and clear of all pre-emptive rights.

    


    3.     Protection
      Against Certain Dilutive Events.

    


    
      	
            	3.1	
              In
                case the Company shall hereafter (i) pay a dividend or make a distribution
                of Shares, (ii) subdivide its outstanding Shares into a greater number
                of
                Shares, (iii) combine its outstanding Shares into a smaller number
                of
                Shares or (iv) issue by reclassification of its Shares, any other
                Shares,
                the Per Share Warrant Price shall be adjusted so that upon the exercise
                of
                this Warrant, the Holder shall receive the number of Shares that
                it would
                have owned immediately prior to the events described in subparagraphs
                (i)
                to (iv) above (herein the “Share Adjustments”). Any Share Adjustments
                shall become effective immediately after the record date in the case
                of a
                dividend or distribution and shall become effective immediately after
                the
                effective date in the case of a subdivision, combination or
                reclassification. If, as a result of any Share Adjustments, the Holder
                of
                a Warrant surrendered for exercise shall become entitled to receive
                shares
                of more than a single class of Shares or other capital stock of the
                Company, the management of the Company (whose determination shall
                be
                conclusive and shall be described in a written notice to the Holder
                promptly after such Share Adjustments) shall determine the allocation
                of
                the adjusted Per Share Warrant Price between or among Shares or other
                capital stock of the Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    
      	
            	3.2	
              In
                case of any capital reorganization or reclassification, or any
                consolidation or merger to which the Company is a party, other than
                a
                merger or consolidation in which the Company is the continuing
                corporation, or in case of any sale or conveyance to another entity
                of the
                property of the Company as an entirety or substantially as an entirety,
                or
                in the case of any statutory exchange of securities with another
                corporation (including any exchange effected in connection with a
                merger
                of a third corporation (including any exchange effected in connection
                with
                a merger of a third corporation into the Company), the Holder shall
                have
                the right thereafter to convert its Warrant into the kind and amount
                of
                securities, cash or other property which it would have owned or have
                been
                entitled to receive immediately after such reorganization,
                reclassification, consolidation, merger, statutory exchange, sale
                or
                conveyance had this Warrant been converted to Shares immediately
                prior to
                the effective date of such reorganization, reclassification,
                consolidation, merger, statutory exchange, sale or conveyance. In
                any such
                case, the appropriate Share Adjustments shall be made in the application
                of the provisions set forth in this Section 3 with respect to the
                rights
                and interests thereafter of the Holder to the end that the provisions
                set
                forth therein shall thereafter correspondingly be made applicable,
                as
                nearly as may reasonably be, in relation to any Shares or other securities
                or be, in relation to any such Shares or other securities or property
                thereafter deliverable on the conversion of this Warrant. The provisions
                of this Subsection 3.2 shall similarly apply to successive
                reorganizations, reclassifications, consolidations, mergers, statutory
                exchanges, sales or conveyances. The issuer of any Shares or other
                securities or property thereafter deliverable on the exercise of
                this
                Warrant shall succeed to and be responsible for all of the agreements
                and
                obligations of the Company hereunder.


            


    

    


    
      	
            	3.3	
              No
                adjustment in the Per Share Warrant Price shall be required, unless
                it
                requires an increase or decrease of at least $0.05 per Share; provided,
                however,
                that any adjustments which by reason of this Subsection 3.3 are not
                required to be made shall be taken into account on a cumulative basis
                in
                any subsequent adjustment in the Per Share Warrant Price; provided further,
                however, that adjustments shall be required and made in accordance
                with
                the provisions of this Section 3 (other than this Subsection 3.3)
                not
                later than such time as may be required in order to preserve the
                tax-free
                nature of any distribution to the Holder or Shares issueable upon
                exercise
                hereof. All calculations under this Section 3 shall be made to the
                nearest
                cent or to the nearest 1/100th of a Share, as the case may be. Anything
                in
                this Section 3 to the contrary notwithstanding, in addition to adjustments
                in the Per Share Warrant Price under this Section 3, the Company
                shall be
                entitled to make such reductions in such Warrant Price as it, in
                its
                discretion, shall deem advisable in order that any stock dividend,
                subdivision of Shares or distribution of rights to purchase stock
                or
                securities convertible or exchangeable for Shares hereafter made
                by the
                Company to its shareholders is not
                taxable.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

      

    4.     Fully
      Paid Shares; Taxes.

    


    The
      Shares underlying each certificate for Warrant Shares shall, at the time of
      the
      delivery of such Shares, be validly issued and outstanding, fully paid and
      nonassessable, and not subject to pre-emptive rights, and the Company will
      take
      all such actions as may be necessary to assure that the par value or stated
      value, if any, of such Shares, is at all times equal to or less than the then
      Per Share Warrant Price. 

    


    5.     Limited
      Transferability.

    


    By
      acceptance of this Warrant, the Holder understands and acknowledges that it
      has
      not been registered under the Act, or similar applicable laws in other
      jurisdictions and has been issued to the Holder for investment and not with
      a
      view to the distribution of the Warrant, or the Warrant Shares. This Warrant
      and
      any of the Warrant Shares or any other security issued or issuable upon exercise
      thereof may not be sold, transferred, pledged or hypothecated in the absence
      of
      an effective registration statement under the Act, or similar applicable laws
      relating to such security, or an opinion of counsel satisfactory to the Company
      that such registration is not so required under the Act or similar applicable
      laws. Each certificate for the Warrant, the Warrant Shares and any other
      security issued or issuable upon its exercise shall contain a legend on its
      face, in form and substance satisfactory to counsel to the Company, setting
      forth the restrictions on transfer contained in this Section 5.

    


    6.    
Loss,
      etc., of this Warrant.

    


    
      
        Upon
          receipt of evidence satisfactory to the Company of any loss, theft, destruction
          or mutilation of this Warrant, and the delivery of an indemnity reasonably
          satisfactory to the Company or its counsel, if it is lost, stolen or destroyed,
          and upon surrender and cancellation of this Warrant, if mutilated, the
          Company
          shall execute and deliver to the Holder a new Warrant of like date, tenor
          and
          denomination.

      

    

    


    7.    
Warrant
      Holders Are Not Shareholders.

    


    
      	
            	 	
              Except
                as otherwise provided herein, this Warrant does not confer upon the
                Holder
                any right to vote or to consent to or receive notice as a shareholder
                of
                the Company, as such, in respect of any matters whatsoever, or any
                other
                rights or liabilities as a shareholder, prior to the exercise
                hereof.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    8.     Communication.

     

    
      	
            	 	
              No
                notice or other communication under this Warrant shall be effective
                unless, but any notice or other communication shall be effective
                and shall
                be deemed to have been given if, the same is in writing and is mailed
                by
                first-class mail, postage prepaid, addressed
                to:

            


    

    


    8.1
      the
      Company, at Attention:
      Michael Braunold, 

    SPO
      Medical, Inc. 

    Suite
      380,

    North
      Building,

    21860,
      Burbank Boulevard, 

    Woodland
      Hills, 

    CA
      91367-6493

    


    or
      such
      other address as the Company designates in writing to the Holder.

    


    8.2 the
      Holder, at such address as it designates in writing to the Company from time
      to
      time.

    


    9.     Headings.

    


    
      	 	
              The
                headings of this Warrant have been inserted as a matter of convenience
                and
                shall not affect the construction
                hereof.

            


    

    


    10.   Applicable
      Law.

    


    This
      Warrant shall be governed by and construed in accordance with the law of the
      State of New York applicable to contracts made and to be performed in that
      state, without giving effect to the principles of conflicts of law
      thereof.

    


    11.    Registration
      Rights. 

    


    If,
      at
      any time and from time the Company shall authorize the filing of a registration
      statement under the Act or similar statue in other jurisdictions in connection
      with the proposed offer of its securities by it, or any of its shareholders,
      the
      Company will take all action necessary to include the Warrant Shares in such
      registration statement. The Holder’s rights hereunder shall be subject to its
      compliance with the conditions or restrictions, including without limitation,
      lock-ups required by the managing underwriter(s) (in the case of an underwritten
      public offering of Shares), or by the Company from its
      shareholders.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by a duly
      authorized officer this 27 day of September 2006.

    


    SPO
      Medical Inc.

     

    


    
      
        

      

    

    By:
      Michael Braunold, CEO

    


    Upon
      receipt of this executed 

    Warrant
      the undersigned 

    confirms
      that the First Warrant 

    defined
      above is null and void.

    


    


    
      
 


    


    By:

    
      
 


    Print
      Name

    


    Print
      Office

     

    SUBSCRIPTION
      UPON EXERCISE OF THIS WARRANT


    


    The
      undersigned, pursuant to the provisions of the foregoing Warrant, hereby
      subscribes for and agrees to purchase _______________ shares of the common
      stock
      of SPO Medical Equipment, Inc. covered by this Warrant, and makes payment
      therefore in full at the per Share price described in this Warrant.

     

    Dated:
      __________________

    


    Signature:__________________

    


    Warrant
      Holder’s Address: 

     

    
      
        
        

      

      
        6