FORM OF AGREEMENT
Exhibit
      10.2
    FORM OF AGREEMENT
    WHEREAS
      under
      a
      Subscription Agreement
      in 2006, SPO Medical Inc. (“SPO”) sold Subscriber (named below) certain SPO
      securities consisting of (i) a 8% promissory notes with interest and principal
      repayable at the end of 12 months (the “Note”); and (ii) a two year common stock
      purchase warrant to purchase 16,250 shares of Common Stock of the Company for
      each $25,000 of principal loaned to Company (the “Warrant”); and 
    WHEREAS,
      the
      parties hereto wish to convert the Note to shares of common Stock of SPO and
      determine a Warrant exercise price, subject to the following terms and
      conditions.
    NOW
      THEREFORE,
      in
      consideration of the above and the terms and conditions hereof, the parties
      agree as follows:
    1. The
      Note.
      Effective the date hereof, the Note and all interest accrued thereunder shall
      be
      converted to shares of Common Stock of SPO at the conversion price of $0.90
      per
      share, and the Note shall be deemed fully paid and satisfied. Upon signature
      of
      this agreement the Note will be deemed null and void. SPO shall issue and
      deliver to Subscriber (at the address below) certificates for such shares with
      a
      restrictive legend required under law.
    2. The
      Warrant.
      Effective the date hereof, the Per
      Share
      Warrant Price,
      as
      defined in the Warrant, shall be $0.90. 
    3. With
      the
      exception of the above, the other provisions of the Subscription Agreement
      and
      Warrants shall remain “as is”.
    IN
      WITNESS WHEREOF,
      the
      parties have executed this Agreement as of the __ day of July 2007.
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               Subscriber 
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               _______________ 
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               Per:
                ▇▇▇▇▇▇▇ Braunold 
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               _________________________ 
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               President
                & CEO 
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               Print
                Name:________________ 
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               Address: 
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               _________________________ 
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               __________________________ 
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