Exhibit
      4.6

    


    THIS
      WARRANT AND THE ORDINARY SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      NOT
      BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
      (THE
      "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR SIMILAR APPLICABLE LAWS
      IN
      OTHER JURISDICTIONS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
      OF
      UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES
      LAWS OR SPO MEDICAL EQUIPMENT LTD SHALL HAVE RECEIVED AN OPINION OF COUNSEL
      REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
      UNDER
      THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES
      LAWS
      OR OTHER APPLICABLE SECURITIES LAWS IS NOT REQUIRED.


    


    WARRANT
      FOR THE PURCHASE OF COMMON SHARES OF STOCK


    
       

      
        	No. September 2005	
                25,000
                  Shares

              


      

    

    


    FOR
      VALUE
      RECEIVED, SPO Medical Inc. (the "Company"), hereby certifies that Innopex
      limited, or a permitted assignee thereof (hereinafter, the “Holder”), is
      entitled, to purchase from the Company, at any time or from time to time
      commencing September 1, 2005, and prior to 5:00 P.M., New York time, on August
      31, 2008, Twenty Five Thousand (25,000) fully paid and nonassessable shares
      of
      the common stock of the Company for a per share purchase price of US $0.75.
      (Hereinafter, (i) said ordinary shares of the stock of the Company, together
      with any other equity securities which may be issued by the Company with respect
      thereto or in substitution therefore, is referred to as "Shares," (ii) the
      shares of the stock of the Company purchasable hereunder or under any other
      Warrant (as hereinafter defined) are referred to as the "Warrant Shares," (iii)
      the aggregate purchase price payable hereunder for the Warrant Shares is
      referred to as the "Aggregate Warrant Price," (iv) the price payable hereunder
      for each of the Warrant Shares is referred to as the "Per Share Warrant Price,"
      (v) this Warrant, and all warrants hereafter issued in exchange or substitution
      for this Warrant or such other warrants are referred to as the "Warrants".
      The
      Per Share Warrant Price is subject to adjustment as hereinafter provided; in
      the
      event of any such adjustment, 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 adjustment.

    


    This
      Warrant is being issued pursuant to the terms of that certain letter agreement
      as of this date (the “Agreement”), to which the Company and Holder (or Holder’s
      predecessor in interest) are parties and all capitalized terms used herein
      shall
      have the meaning ascribed to them is the said promissory note unless the context
      requires otherwise.

    


    
      	
            	1.	
              Exercise
                of Warrant.

            


    

     

    This
      Warrant may be exercised, in whole at any time or in part from time to time,
      commencing September 1, 2005, and prior to 5:00 P.M., New York time, on August
      31, 2008, by the Holder by the surrender of this Warrant (with the subscription
      form at the end hereof duly executed) at the address set forth in Subsection
      8.1
      hereof, together with proper payment of the Aggregate Warrant Price, or the
      proportionate part thereof if this Warrant is exercised in part. Payment for
      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, this Warrant must
      be
      exercised for a number of whole shares of Common Stock, and the Holder is
      entitled to receive a new Warrant Covering the Warrant Shares which have not
      been exercised and setting forth the proportionate part of the Aggregate Warrant
      Price applicable to such Warrant Shares. Upon 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 the Holder shall be
      entitled and, if this Warrant is exercised in whole, in lieu of any fractional
      Shares to which the Holder shall be entitled, pay to the Holder cash in an
      amount equal to the fair value of such fractional share (determined in such
      reasonable manner as the Board of Directors of the Company shall determine),
      and
      (b) deliver the other securities and properties receivable upon the exercise
      of
      this Warrant, or the proportionate part thereof if this Warrant is exercised
      in
      part, pursuant to the provisions of this Warrant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
            	2.	
              Reservation
                of Warrant Shares.

            


    

    


    The
      Company agrees that, prior to the expiration of this Warrant, the Company will
      at all times have authorized and in reserve, and will keep available, solely
      for
      issuance or delivery upon the exercise of this Warrant, the Shares stock and
      other securities and properties as from time to time shall be receivable upon
      the exercise of this Warrant, 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 on its
      capital stock in 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 shares of capital
      stock of the Company, the Per Share Warrant Price shall be adjusted so that
      the
      Holder of any Warrant upon the exercise hereof shall be entitled to receive
      the
      number of Shares or other capital stock of the Company which he would have
      owned
      immediately prior thereto. An adjustment made pursuant to this Subsection 3.1
      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 an adjustment made pursuant to this Subsection 3.1, the
      Holder of any Warrant thereafter surrendered for exercise shall become entitled
      to receive shares of two or more classes of capital stock or Shares and other
      capital stock of the Company, the management (whose determination shall be
      conclusive and shall be described in a written notice to the Holder of any
      Warrant promptly after such adjustment) shall determine the allocation of the
      adjusted Per Share Warrant Price between or among shares of such classes or
      capital stock or Shares and other capital stock.

    


    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
      of this Warrant shall have the right thereafter to convert such Warrant into
      the
      kind and amount of securities, cash or other property which he 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 immediately prior to the effective date of
      such
      reorganization, reclassification, consolidation, merger, statutory exchange,
      sale or conveyance and in any such case, if necessary, appropriate adjustment
      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 of this
      Warrant to the end that the provisions set forth in this Section 3 shall
      thereafter correspondingly be made applicable, as nearly as may reasonably
      be,
      in relation to any shares of stock or other securities or be, in relation to
      any
      shares of stock or other securities or property thereafter deliverable on the
      conversion of this Warrant. The above 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 of stock or other securities or property thereafter deliverable
      on
      the conversion of this Warrant shall 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 such
      adjustment would require 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 carried forward and taken into account in any subsequent
      adjustment; 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 a
      distribution to the Holder of this Warrant 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, the Company shall be entitled to
      make
      such reductions in the Per Share Warrant Price, in addition to those required
      by
      this Section 3, as it in its discretion shall deem to be advisable in order
      that
      any stock dividend, subdivision of shares or distribution of rights to purchase
      stock or securities convertible or exchangeable for stock hereafter made by
      the
      Company to its shareholders shall not be taxable.

      

    
      	
            	4.	
              Fully
                Paid Stock; Taxes.

            


    

    


    The
      Company agrees that the Shares represented by each and every certificate for
      Warrant Shares delivered on the exercise of this Warrant shall, at the time
      of
      such delivery, 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, per Ordinary Share, is at all times equal to or less than the then Per
      Share Warrant Price. 

    


    
      	
            	5.	
              Limited
                Transferability.

            


    

    


    The
      Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
      this Warrant has not been registered under the United States Securities Act
      of
      1933, as amended, (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 either the Warrant or the Warrant Shares. Neither this Warrant
      nor any of the Warrant Shares or any other security issued or issuable upon
      exercise of this Warrant may 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 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 exercise of this Warrant shall contain
      a
      legend on the face thereof, in form and substance satisfactory to counsel for
      the Company, setting forth the restrictions on transfer contained in this
      Section.

    


    
      	
            	6.	
              Loss,
                etc., of Warrant. 
                

            


    

     

    
      
        Upon
          receipt of evidence satisfactory to the Company of the loss, theft, destruction
          or mutilation of this Warrant, and of indemnity reasonably satisfactory
          to the
          Company, if 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
                Holder 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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

    


    
      	
            	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, 21860 Burbank Blvd, Suite 380, Woodland Hills, California
      91367,

    


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

    


       8.2 the
      Holder at such address as the Holder has designated in writing to the
      Company.

    


    
      	
            	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 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 any 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 an underwriter (in the case of an underwritten
      offering of Shares), or by the Company from its shareholders.

    


    IN
      WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
      authorized officer this 6th day of September 2005.

     

    
      	 	 	 
	 	
              SPO
                Medical Inc.

            
	 
 	 
 	 
 
	
            	
            	
              /s/
                Michael Braunold

            
	 	
              

              Michael
                Braunold, CEO 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SUBSCRIPTION

    


    The
      undersigned, _________________, pursuant to the provisions of the foregoing
      Warrant, hereby agrees to subscribe for and purchase _______________ common
      Shares of the stock of SPO Medical Inc. covered by said Warrant, and makes
      payment therefor in full at the price per share provided by said
      Warrant.

    


    
      	Dated: ___________________________	Signature:
	 	
              Address: