0001072613-09-000362 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

This Securities Purchase Agreement (this “Agreement”) is dated February 13, 2009 by and between Medis Technologies Ltd., a Delaware corporation (the “Company”) and Ascendiant Capital Group, LLC (the “Purchaser”). Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in Article 1.

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CONSULTING AGREEMENT
Consulting Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

This CONSULTING AGREEMENT (this “Agreement”) made as of the 16th day of February, 2009 (the “Effective Date”), by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, NY 10506 (the “Consultant”).

SEVERANCE AGREEMENT
Severance Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus • New York

This Severance Agreement (this “Agreement”) is made and entered as of the 16th day of February, 2009, by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York 10022 (the “Company”) and ROBERT K. LIFTON, an individual residing at 93 Black Brook Road, Bedford Village, New York 10506 (the “Consultant”).

AGREEMENT
Employment Agreement • February 17th, 2009 • Medis Technologies LTD • Electromedical & electrotherapeutic apparatus

This Agreement (the “Agreement”) by and between Medis Technologies Ltd., a Delaware corporation (the “Company”) with executive offices at 805 Third Avenue, New York, New York 10022, and Thomas Finn (“Finn”) is hereby entered into on February 17, 2009 and effective as of January 13, 2009 (the “Effective Date”).

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