MEDIS TECHNOLOGIES INC. 805 3RD AVENUE NEW YORK, NEW YORK AGREEMENT

                             MEDIS TECHNOLOGIES INC.
                                 000 0XX XXXXXX
                               XXX XXXX, XXX XXXX

                                    AGREEMENT

     THIS  AGREEMENT  IS  ENTERED  INTO this 9th day of  November  2000,  by and
between  Medis  Technologies  Inc.,  a  company  incorporated  under the laws of
Delaware,  USA ("Medis") and Xx. Xxxxxxx Xxxxxxxxxxx,  Israel I.D. No. 304146558
("GF").

     WHEREAS,  GF is the General  Manager of More Energy  Ltd., a company in the
business of designing and developing fuel cell technology (the "Company"); and

     WHEREAS,  GF owns 70 shares of the Company  constituting seven percent (7%)
of the total issued and outstanding shares of the Company (the "GF Shares"); and

     WHEREAS,  Medis owns 930 shares of the Company,  constituting  ninety three
percent (93%) of the issued and outstanding shares of the Company; and

     WHEREAS,  Medis desires to purchase from GF and GF desires to sell to Medis
an Option to acquire the shares of the Company owned by GF.

     NOW THEREFORE, the Parties agree as follows:

1.   OPTION XXXXX

     XX  hereby  grants  to MEDIS an  option  to  acquire  all or part of the GF
Shares.  Such  Option  shall be  exercisable  by MEDIS  from time to time over a
period of forty-eight (48) months from the Effective Date of this Agreement.  In
each of the four (4) 12 month periods  following the Effective Date.  MEDIS will
be entitled to exercise  the Option as to one fourth of the GF shares,  with any
unexercised  amount being carried over to the next twelve month  period.  So for
example,  if MEDIS has not  exercised  its  Option as to any  portion  of the GF
Shares  during the first 3 twelve  month  periods,  MEDIS will have the right to
purchase all or any portion of the GF Shares during the fourth 12-month  period.
At the end of the fourth 12 month period, any unexercised  portion of the Option
shall expire.  Each exercise of the Option shall be effected by a written notice
from MEDIS to GF accompanied by the proportional  payment to be made pursuant to
Paragraph 3 below.

2.   OPTION PRICE

     The price to be paid by MEDIS to GF for the  Option  shall be Five  Hundred
Thousand United States Dollars (US$ 500,000),  to be paid out of the proceeds of
any public offering that MEDIS completes  before the Expiration Date. If for any
reason a financing  is not  completed,  MEDIS will be entitled to either pay the
Option  Price by no later  than  April  15,  2001  ("Expiration  Date")  or this
Agreement  will  automatically  expire.  MEDIS hereby  agrees to pay to GF, upon
signature of this  Agreement a sum of Ten Thousand  United  States  Dollars (US$
10,000.00) in  consideration  for the right to implement  this  Agreement  until
April 15, 2001.

3.   SHARE PRICE

     The price to MEDIS to acquire all of the GF Shares shall be 120,000  shares
of MEDIS stock, so that for each share of the GF Shares,  MEDIS shall deliver to
GF 1714 registered MEDIS shares.

4.   TAXES

     GF shall be  responsible  and solely  liable for any taxes that result from
this transaction,  including any taxes on the payment of the Option Price and/or
the Share Price by MEDIS.

5.   EFFECTIVE DATE

     This  Agreement  shall come into effect upon the  signature of both Parties
hereto and shall expire at the end of the fourth twelve-month period thereafter.

6.   GOVERNING LAW AND DISPUTE RESOLUTION

     This Agreement shall be governed by and  interpreted  under the Laws of the
State of Israel.  Any dispute  arising in connection with this Agreement that is
not amicably  resolved by the Parties may be  submitted  solely to the Courts of
the State of Israel for resolution.

7.   ENTIRE AGREEMENT

     This  Agreement  constitutes  the entire  and sole  agreement  between  the
Parties  concerning  the subject  matter  herein  discussed  and any previous or
concurrent  agreement  or  understanding  whether  oral  or  written  is  hereby
cancelled and revoked.

     IN WITNESS  WHEREOF,  the Parties  hereto have signed or caused  their duly
authorized   representatives  to  sign  this  Agreement  in  two  (2)  duplicate
originals,  of which one (1) is left with GF and one (1) with  MEDIS,  all as of
the date first hereinabove written.

 MEDIS TECHNOLOGIES INC.                    XXXXXXX XXXXXXXXXXX


 By:/S/ XXXXXX X. XXXXXX                    By:/S/ XXXXXXX XXXXXXXXXXX
    ------------------------                   -----------------------
 Name:  Xxxxxx X. Xxxxxx, CEO



                             MEDIS TECHNOLOGIES INC.
                                 000 0XX XXXXXX
                               XXX XXXX, XXX XXXX



                                                       April 1, 2001


Xxxxxxx Xxxxxxxxxxx
Rehov Hai
Givat Hadar, Israel

         Subject:  LETTER AMENDMENT TO AGREEMENT DATED NOVEMBER 9, 2000
                    BETWEEN MEDIS TECHNOLOGIES AND XXXXXXX XXXXXXXXXXX

Dear Xx. Xxxxxxxxxxx:

         This letter will confirm our  agreement  that,  in  consideration  of a
payment of  US$10,000 by Medis to you, you agree that the date of April 15, 2001
set forth in two places in Article 2 of the captioned  Agreement will be changed
to read July 31, 2001.

         Please  countersign this letter and return a copy to me indicating your
agreement herewith.

                                      Sincerely,

                                      /s/ Xxx Xxxxxx

                                      Xxx Xxxxxx
                                      Senior Vice President

Signed and agreed:

/S/ XXXXXXX XXXXXXXXXXX
------------------------
Xxxxxxx Xxxxxxxxxxx