WWW.EXFILE.COM -- 13348 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.28


EXHIBIT 10.28




	 	 	 	
      Invoice
      to

	
      General
      Dynamics

       

      C4
      Systems, Inc.

       
	 	
      ATTN:
      ACCOUNTS PAYABLE

      77
      “A” STREET

      NEEDHAM,
      MA 022494-2892

      UNITED
      STATES

       

	 	 	
      Order
	 
	 	 	
      Our
      Order date
	
      Purchase
      Order

	 	 	
      8/27/2004
	
      5023807

	
      Site:
      01

       
	
      GD
      C4S LOC 01

       
	 	 
	
      Buyer:
	
      Supplier
      No
	
      Revision
	
      PO
      Status:

	
      Michael
      Harris
	
      436876
	
      1
	
      Released

	
      Delivery
      Address
	
      Seller
	 
	
      GENERAL
      DYNAMICS

       
	
      MORE
      ENERGY LTD

       
	 
	
      C4
      SYSTEMS INC.

      275
      JOHN HANCOCK ROAD

      TAUNTON
      MA 02780-1069

       
	
      SUB
      OF MEDISEL LTD

      14
      SHABAZI ST

      YEHUD
      INDUSTRIAL ZN

      ISRAEL

       
	 
	
      Ship
      via
	
      Terms
      of Delivery
	 
	
      SEE
      BELOW

       
	
      ORIGIN
      FRT COLLECT

       
	 
	
      Our
      Customer No
	
      Payment
      Terms
	 
	 	
      NET
      30
	 
	
      Confirm
      to Date
	 	 
	 	 	 
	
      Internal
      Destination (should be labeled on all goods)
	 
	
      NOT
      APPLICABLE

       
	 	 
	
      Line
      Your Part No.
	
      Your
      Description
	
      Quantity
      Unit
	
      Price
      Del. Date 
	
      Part
      Revision

	
      Ret
      Our Part No.
	
      Description
	
      Taxable
	
      Line
      Total Amount USD

	
      Tech
      Coordinator
	
      Supplier
      Blanket Reference
	 	 	 
	
      DPA:
      Rating:
	
      Contract
      No.:
	 	 	 
	 	 	 	 	 
	
      1
	 	
      1.00
      EA
	
      $42,500.00000
	
      9/30/2004

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #1
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      2
	 	
      1.00
      EA
	
      $42,500.00000
	
      10/29/2004

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #2
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      3
	 	
      1.00
      EA
	
      $42,500.00000
	
      11/30/2004

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #3
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	 	 	 	 	 	 
	 		 	 	 	 
	
      4
	 	
      1.00
      EA
	
      $42,500.00000
	
      12/30/2004

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #4
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      5
	 	
      1.00
      EA
	
      $42,500.00000
	
      1/28/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #5
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      6
	 	
      1.00
      EA
	
      $42,500.00000
	
      2/25/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #6
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      7
	 	
      1.00
      EA
	
      $42,500.00000
	
      3/30/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #7
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      8
	 	
      1.00
      EA
	
      $42,500.00000
	
      4/28/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #8
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      9
	 	
      1.00
      EA
	
      $42,500.00000
	
      5/27/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL - PAYMENT #9
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	
      10
	 	
      1.00
      EA
	
      $42,500.00000
	
      6/30/2005

	
      1
	
      USAF
      BAO KIT DIRECT LIQUID FUEL CELL- PAYMENT #10
	
      N
	 	
      $42,500.00

	 	
      04-1-074

       
	 	 	 
	 	 	
      Total
      Amount (USD)  $425,000.00







Class 1
Ozone depleting substances (ODS) are prohibited from use on this purchase order
without prior General Dynamics written approval.... Note: All invoices must
reference the complete purchase order number including the revision and release
number if applicable, line item number, quantity shipped, and the unit price....
For freight collect, except UPS, use purchase order number in lieu of account
number on your bill of lading or airway bill.... “Any drawing reference or drawing
requirement which stipulates marking including “GTF”, “GTF Government Systems”,
“GSC” or “Government Systems Corporation” should not be implemented in the
product manufacture process. Cage code (FSCM), marking shall remain as exists on
the drawing.”

If there
are Quality Codes associated with any of the purchase order lines above, see
detailed description of the requirements at
http://www.gdc4s.com/SCM_Internet/SCM_Details/C4S-NS-VQ_QC_Codes.htm.

Any
vendor who manufactures the products purchased under this PO must notify Vendor
Quality in writing if the address of the Vendor’s manufacturing facility differs
from the Vendor address given on this PO.

 



















 


TERMS
AND CONDITIONS

The
purchase order may be accepted by any means of part performance, which
acceptance constitutes unqualified agreement to all the terms and conditions
posted at http://www.gdc4s.com/SCM_Internet/SCM_Details.htm. Should the seller
specify additional or different terms, such terms shall not be binding upon
General Dynamics except to the extent General Dynamics gives its specific
agreement in writing to such terms. Whenever a Government contract number
appears in the Government Contract Number Block above, all of the Federal
Acquisition Regulations Incorporated directly, or by reference, in the Terms and
Conditions attached hereto, are fully applicable to the performance of this
purchase order.

Terms and
Conditions referenced at http://www.gdc4s.com/SCM_Internet/SCM_Details.htm shall
apply, unless otherwise specified.

 



	 	 	 
	 	
	 
 	 
 	 
 
	 	 	/s/  Michael J.
    Harris
	 	
      

    
	 	Buyer:  Michael
    Harris





 


























Attachment
(1)

04:CHS-3820-7127

 

STATEMENT
OF WORK (SOW)

 

MEDIS
TECHNOLOGIES/MORE ENERGY

 

Wearable
Computer Power

 


	1.0  	
      OBJECTIVE




 

Medis
Technologies/More Energy (hereinafter “Subcontractor”) shall conduct and support
the activities that are defined herein for the purpose of improving the overall
effectiveness of Information Warfare (IW) operations through the use of its
advanced fuel cell power technology.

 


	1.1  	
      General




 

The
Special Operation Forces (SOF) of the U.S. Department of Defense (DoD) require
computer assets and associated peripheral devices that are rugged, lightweight
and can provide an electrical power life of at least 8 hours. DoD’s target
device will be durable (MIL-STD-810), fully compliant with Electromagnetic
Interference (EMI) emissions (MIL-STD-461) and have a total load out weight of
less than 4 pounds.

 

As an
initial step toward achieving DoD objectives, the primary focus of this project
is to demonstrate operation of a modified commercial off the shelf (COTS) tablet
when powered by an external fuel cell power system. Ten of the modified COTS
tablets with five fuel cells, both of which are recognized to be prototypes,
will be delivered to the Government in month 12 of the program for preliminary
test and evaluation. Program progress and results will be documented in monthly
reports and summarized in a Final Report to be submitted to the Government
in [Subject to a request for confidential treatment; seperately
filed with the Commission].

 

The
desired result of this project is to demonstrate that the deliverable prototypes
are capable of continuing on a realistic spiral development path that will meet
the “wearable device” criteria established by the Special Tactics and Tactical
Air Control Party (TACP).

 


	2.0  	
      TECHNICAL
      REQUIREMENTS




 

The
Subcontractor shall provide support in accordance with the following
paragraphs.

 


	2.1  	
      Technical
      Approach




 

This
project is focused on evaluating and implementing to the extent practical
potential advancements in wearable computing solutions. Higher volumetric
electrical energy density will be sought to extend computer run time and
potentially reduce logistics support in field operations.

 


	2.1.1  	
      Advanced
      Power Source




 

The
subcontractor shall provide a fuel cell power pack and refueling system suitable
to extend the battery life of the [Subject to a request for confidential
treatment; seperately filed with the Commission] to 8 hours of
continuous operation [Subject to a request for confidential treatment;
seperately filed with the Commission] with the following
characteristics:

 



















 



	·  	
      Tethered
      Power Pack




 


	·  	
      Capable
      of supporting electronic indication when fuel cell refueling is
      necessary.




 


	·  	
      Minimum
      of [Subject to a request for confidential treatment; seperately
      filed with the Commission] Watts continuous at [Subject
      to a request for confidential treatment; seperately filed with the
      Commission] provided by Medis’ fuel cell power pack system to
      [Subject to a request for confidential treatment; seperately filed
      with the Commission] Power Management Module, which will be
      designed by [Subject to a request for confidential treatment;
      seperately filed with the Commission] and interface with Medis’
      fuel cell power pack system.




 


	·  	
      A
      refueling cartridge capable of replacing fuel and
    electrolyte.




 


	·  	
      Acceptance
      test to be demonstrated with an [Subject to a request for
      confidential treatment; seperately filed with the Commission]
      Watt resistive load and the Medis fuel cell power pack system
      must supply a continuous [Subject to a request for confidential
      treatment; seperately filed with the Commission] Watt output for
      a duration of 8 hours.




 

The
subcontractor will provide a functional check out and evaluation of the
individual power packs and integrated systems.

 


	2.1.2  	
      Tablet
      Integration with DLEDS Fuel Cell




 

The COTS
tablet supplier, [Subject to a request for confidential treatment;
seperately filed with the Commission], is responsible for providing a
prototype external fuel cell power management device intended to demonstrate a
functional integrated [Subject to a request for confidential treatment;
seperately filed with the Commission] Fuel Cell system. The goal of the
integrated system is to operate continuously for 8 hours and to demonstrate
successful battery recharging capability. The power management module (PMM) will
be an external interface device between the [Subject to a request for
confidential treatment; seperately filed with the Commission] and the
fuel cell.

 

Figure 2
depicts a preliminary concept showing the power pack tethered to the
tablet.

 

Figure
2 - GDC4S Tablet/Power Pack Concept

 

[GRAPHIC]

 


	3.0  	
      DELIVERABLES




 

The
following deliverables are required:

 


	3.1  	
      Monthly
      Reports—




 

The
subcontractor shall submit monthly status reports by the 25th day of the month
for work performed during 30-day period. The first report is due
[Subject to a request for confidential treatment; seperately filed with
the Commission]. Reports may be submitted electronically to via e mail
to [Subject to a request for confidential treatment; seperately filed
with the Commission] and [Subject to a request for confidential
treatment; seperately filed with the Commission]. The report will cover
the progress of the previous month and the approximate number of hours expended.
General Dynamics C4 Systems will provide the desired report format. A total of
[Subject to a request for confidential treatment; seperately filed with
the Commission] reports are required.

 


	3.2  	
      Quarterly
      Program Reviews and Presentation
Material




 

[Subject
to a request for confidential treatment; seperately filed with the
Commission] (QPR) are planned during the course of this project at
GDC4S’ [Subject to a request for confidential treatment; seperately
filed with the Commission] facility. The location may be changed at the
Government’s request and therefore some flexibility may be necessary. The
tentative dates are as follows: [Subject to a request for confidential
treatment; seperately filed with the Commission]. The actual dates of
the QPRs will be scheduled to accommodate the Subcontractor’s schedule to the
extent possible. The subcontractor shall attend each QPR and provide
presentation material as needed and appropriate. Presentation material should
focus on progress during the preceding quarter, work planned for the succeeding
quarter, and issues, if any. The presentation 

 




















 

material
should not contain any subcontractor proprietary information, including but not
limited to trade secrets, restricted technical data, or other intellectual
property.

 


	       
      3.4	Reports—Final
      Scientific and Technical Report



 

The
subcontractor shall provide a final Scientific and Technical Report summarizing
all work performed and documenting results achieved. The report is due
[Subject to a request for confidential treatment; seperately filed with
the Commission]. The final report should not contain any subcontractor
proprietary information, including but not limited to trade secrets, restricted
technical data, or other intellectual property. The final report (and all
monthly reports) will be provided to the Government with unlimited rights in
technical data.

 


	      3.5	Deliverable
      Hardware



 

The
subcontractor shall deliver five (5) prototype fuel cell power packs with ten
(10) refueling cartridges capable of extending the operation of a modified COTS
[Subject to a request for confidential treatment; seperately filed with
the Commission] in accordance with the requirements identified in
section 2.1.1 above. The prototype hardware will be delivered to the
Government in “as is” condition with no express or implied warranty of any
kind.

 
































Preservation,
packing and marking for shipment of the fuel cells shall be based on best
commercial practices, suitable to ensure delivery of the material in an
undamaged condition. The subcontractor shall mark all fuel cells and fuel cell
fuel cartridges in accordance with U.S. hazardous materials marking
requirements.

 


	6.0  	
      PERIOD
      OF PERFORMANCE




 

The
period of performance is 13 months in accordance with the following program
schedule.

 


	
      Task/Month
	
      1
	
      2
	
      3
	
      4
	
      5
	
      6
	
      7
	
      8
	
      9
	
      10
	
      11
	
      12
	
      13

	
      Task
      1 - Development of Advanced Power Source
	
      b
	
      j
	 	 	 	 	
      d
	 	 	
      f
	 	 	 
	
      1.1[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      1.2[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      1.3[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      1.4[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      Task
      2 - Development of EMI compliant Tablet
	 	 	 	 	 	 	 	 	 	
      e
	 	 	 
	
      2.1[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.2[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.3[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.4[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.5[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.6[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.7[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.8[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      2.9[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      Task
      3 - Technology Insertion Studies
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.1[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.2[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.3[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.4[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.5[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      3.6[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      Task
      4 - Evaluation of Tablet and XP Software
	 	 	 	 	 	 	 	 	 	 	
      g
	 	 
	
      4.1[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      4.2[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	
      h
	
      f

	
       

      Milestones
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      a.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	
      0
	 	 
	
      b.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      c.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	
      0
	 	 	
      0
	 	 	
      0
	 	 	
      0
	 
	
      d.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      e.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      f.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      g.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      h.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	
      0

	
      i.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 
	
      j.[Subject
      to a request for confidential treatment; seperately filed with the
      Commission]
	 	 	 	 	 	 	 	 	 	 	 	 	 









 



















 


Attachment
(2)

04:CHS-3820-7127

 

PURCHASE
ORDER 5023807

TERMS
AND CONDITIONS

 


	1.  	
      The
      terms and conditions set forth herein supersede and replace in entirety
      all pre-printed terms and conditions that appear of General Dynamic C4
      Systems standard purchase order form, which have no force or effect with
      respect to this contract.




 


	2.  	
      Purchase
      Order 5023807 is placed on a firm, fixed price basis with a total value of
      $425,000.00. Milestone payments shall be paid to More Energy in ten
      installments of $42,500.00 each. The first milestone payments shall be
      based on purchase order acceptance by More Energy. Payment terms are Net
      30 days; all payments shall be made by wire
transfer.




 


	3.  	
      The
      fuel cell power packs and refueling cartridges shall be manufactured in
      accordance with More Energy’s standard practices to ensure the quality of
      all components and workmanship. The products will be delivered to GDC4S
      and transferred to the U.S. Government in “as is” condition with no
      express or implied warranty.




 


	4.  	
      Acceptance
      test to be demonstrated with an [Subject to a request for
      confidential treatment; seperately filed with the Commission]
      Watt resistive load and the Medis fuel cell power pack system
      must supply a continuous [Subject to a request for confidential
      treatment; seperately filed with the Commission] Watt output for
      a duration of 8 hours.




 


	5.  	
      Deliverable
      reports and hardware are defined in the Purchase Order Statement of
      Work.




 


	6.  	
      It
      is understood by all parties, including More Energy, GDC4S, and SRA, that
      the fuel cell power pack and associated refueling cartridges have been
      developed exclusively at private expense by More Energy. Accordingly all
      technical data and documentation related to the fuel cell power pack and
      associated refueling cartridges, including but not limited to technical
      designs, drawings, models, prototypes, parts lists, power management
      designs, test procedures, performance data, and chemical formulations, are
      the exclusive property of More Energy. This contract does not require the
      delivery of any technical data, nor may any party, including GDC4S or SRA
      or the USAF require delivery of such data during or after contract
      performance.




 


	7.  	
      More
      Energy and its affiliates agree to comply with all applicable laws and
      regulations pertaining to the performance of this
  contract.




 


	8.  	
      This
      Subcontract constitutes the final and entire expressed agreements of the
      Parties concerning the subject matter hereof, and supersedes all prior
      negotiations, discussions, representations, correspondence, promises or
      agreements, either written or oral, that may have been made in connection
      with the subject matter hereof. This Subcontract may only be amended by
      written agreement of the Parties.




 


	9.  	
      Irrespective
      of the place of performance, this Subcontract will be construed,
      interpreted and enforced in accordance with the United Stated federal
      common law of government bodies, boards of contract appeals and
      quasi-judicial agencies of the Federal Government of the United States. To
      the extent that the federal common law of government contracts is not
      dispositive, the laws of the New York shall
apply.