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EXHIBIT 4.4  






THE
TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY'S PROSPECTUS, DATED                        , 2003 (THE
"PROSPECTUS"), AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AMERICAN STOCK TRANSFER & TRUST COMPANY, AS SUBSCRIPTION AGENT. 






	CERTIFICATE NUMBER	 	MEDIS TECHNOLOGIES LTD.
 Incorporated under the laws of the State of Delaware



SUBSCRIPTION CERTIFICATE



Evidencing Non-Transferable Rights to Purchase One Share

of Common Stock, Par Value $.01, for Each Whole Right Issued



Subscription Price: $2.15 per share
 	 	CERTIFICATE

FOR



________________



RIGHTS
	VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE (AS SET FORTH IN THE PROSPECTUS)
 





 REGISTERED OWNER:  


THIS
CERTIFIES THAT the registered owner whose name is inscribed herein is the owner of the number of Rights set forth above, each whole Right entitling the owner to subscribe for and purchase one
share of Common Stock, par value $.01, of Medis Technologies Ltd., a Delaware corporation, on the terms and subject to the conditions on the reverse side hereof and set forth in the Prospectus
and Instructions relating hereto accompanying this Subscription Certificate. The non-transferable Rights represented by this Subscription Certificate may be exercised by duly completing
Section 1 on the reverse side hereof. Special delivery instructions may be specified by completing Section 2 on the reverse side hereof. 


THE
RIGHTS EVIDENCED BY THIS SUBSCRIPTION CERTIFICATE ARE NOT TRANSFERABLE. SUCH RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED AND THIS SUBSCRIPTION CERTIFICATE IS
DELIVERED TO AMERICAN STOCK TRANSFER & TRUST COMPANY, AS SUBSCRIPTION AGENT, PURSUANT TO THE INSTRUCTIONS RELATING HERETO ACCOMPANYING THIS SUBSCRIPTION CERTIFICATE. 



	Dated:	 	MEDIS TECHNOLOGIES LTD.
	

 	
 	
By:	

/s/  HOWARD WEINGROW      
 President





	COUNTERSIGNED:

AMERICAN STOCK TRANSFER & TRUST COMPANY,

(New York, N.Y.) SUBSCRIPTION AGENT	 	 
	

By:	
 	

 AUTHORIZED SIGNATURE	
 	

 











 
 

SECTION 1—EXERCISE AND SUBSCRIPTION    
  


The
undersigned irrevocably exercises Rights to subscribe for one share of Common Stock, par value $0.01, of Medis Technologies Ltd., for each Right, as indicated below, on the terms and
subject to the conditions specified in the Prospectus, receipt of which is hereby acknowledged. 



	(a)
	Number
of whole shares subscribed for pursuant to the Basic Subscription Privilege: ______________.



	(b)
	Number
of whole shares subscribed for pursuant to the Oversubscription Privilege: ______________. 




(A Rights holder may not exercise the Oversubscription Privilege unless such holder's Basic Subscription Privilege has been exercised in full.)


	(c)
	Total
"Subscription Price" (total number of whole shares subscribed for pursuant to both the Basic Subscription Privilege and the Oversubscription Privilege multiplied by the Exercise
Price of $2.15 per share): $_________. 




METHOD OF PAYMENT (CHECK ONE)  


	o
	Uncertified
personal check, payable to American Stock Transfer & Trust Company, as Subscription Agent, for the account of Medis
Technologies Ltd. Please note that funds paid by uncertified personal check may take at least five business days to clear. Accordingly, Rights holders who wish to pay
the subscription price by means of an uncertified personal check are urged to make payment sufficiently in advance of the expiration date of the Rights offering to ensure that such payment is received
and clears by such time, and are urged to consider payment by means of certified or bank check, money order or wire transfer of immediately available funds.



	o
	Certified
check or bank check drawn on a U.S. bank, or money order, payable to American Stock Transfer & Trust Company, as
Subscription Agent, for the account of Medis Technologies Ltd.



	o
	Wire
transfer directed to the account maintained by American Stock Transfer & Trust Company at the Chase Manhattan Bank, Account
No. 323-836895; ABA No. 021000021, for the account of Medis Technologies Ltd. 



If
the amount enclosed or transmitted is not sufficient to pay the Subscription Price for all shares that are stated to be subscribed for, or if the number of shares being subscribed for is not
specified, the number of shares subscribed for will be assumed to be the maximum number that could be subscribed for upon payment of such amount. If the amount enclosed or transmitted exceeds the
Subscription Price for all shares that the undersigned has the right to purchase pursuant to the Basic Subscription Privilege and the Oversubscription Privilege (such excess amount, the "Subscription
Excess"), the Subscription Agent shall return the Subscription Excess to the subscriber without interest or deduction. 




 
 

SECTION 2—SPECIAL DELIVERY INSTRUCTIONS    
  



Name
and/or address for mailing of any securities or Subscription Excess, if other than as shown on the reverse hereof: 


Name:    ____________________________________________________________________________________ 


Address:    _________________________________________________________________________________






 
 

IMPORTANT—ALL RIGHTS HOLDERS EXERCISING RIGHTS
  
  SIGN BELOW AND COMPLETE SUBSTITUTE FORM W-9
  
  ACCOMPANYING THIS SUBSCRIPTION CERTIFICATE    
  



	_________________________________



_________________________________
 (Signature of Holder(s))	 	Date:    ________________, 2003






(Must be signed by the Rights holder(s) exactly as name(s) appear on the reverse side of this Subscription Certificate. If signature is by trustee, executor, administrator,
guardian, attorney-in-fact, agent, officer or a corporation or another acting in a fiduciary or representative capacity, please provide the following information. See
instructions accompanying this Subscription Certificate).



	

Name: ____________________________________	 	Taxpayer Identification or

Social Security Number: ___________________
	(Please Print)	 	(Complete Substitute Form W-9)
	

Capacity: _________________________________	
 	

Home Telephone Number: (____)______________
	Address: _________________________________	 	Business Telephone Number: (____)______________












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SECTION 1—EXERCISE AND SUBSCRIPTION

SECTION 2—SPECIAL DELIVERY INSTRUCTIONS

IMPORTANT—ALL RIGHTS HOLDERS EXERCISING RIGHTS SIGN BELOW AND COMPLETE SUBSTITUTE FORM W-9 ACCOMPANYING THIS SUBSCRIPTION CERTIFICATE