WWW.EXFILE.COM, INC. -- 888-775-4789 -- CELL KINETICS LTD. -- EXHIBIT 4.9 TO FORM 20-F


    EXHIBIT
4.9

     

    CONVERTIBLE
PROMISSORY NOTE #2

     

    THIS
CONVERTIBLE PROMISSORY NOTE (the “Note”) dated as of June 30,
2008, sets forth the terms under which MEDIS EL LTD., a company
incorporated under the laws of the State of Israel (the “Holder”), has made certain
funding available to CELL
KINETICS LTD., a
company incorporated under the laws of the State of Israel (the “Company”).

    


    
      	
              1.  

            	
              General.
      The Holder has provided the Company with funding in an aggregate amount of
      $394,938 (Three Hundred Ninety Four Thousand Nine Hundred Thirty Eight
      Dollars) (the “Funding
      Amount”) in order to finance certain expenses of the Company in
      connection with the Company’s rights offering to the stockholders of Medis
      Technologies Ltd., of  which the Holder is a wholly owned
      subsidiary and the Company is a majority owned
  subsidiary.

            


    

     

    
      	
              2.  

            	
              Interest.  The
      Funding Amount shall not bear any
interest.

            


    

     

    
      	
              3.  

            	
              Repayment.   Subject
      to Section 5, the Funding Amount shall be repaid to the Holder upon the
      earliest to occur of (i) the sale of all or substantially all of the
      assets of the Company to a third party, (ii) the merger or other
      consolidation of the Company with a third party, or (iii) after the amount
      granted to the Company according to Promissory Note No.1 of even date
      hereof has been fully repaid - the provision of alternative funding to the
      Company (in which case, only an amount equal to such alternative funding
      shall be repaid). Notwithstanding the preceding repayment restrictions,
      the remaining balance of the note shall be repaid upon the demand of the
      Holder, provided that such demand may only be made after January 1, 2010.
      

            


    

     

    
      	
              4.  

            	
              Unsecured
      Obligation.  The Note shall be unsecured in all respects
      and shall be subordinated to all commercial indebtedness, whether secured
      or unsecured, of the Company, other than any currently outstanding
      indebtedness of the Company to the Holder under any capital note or other
      instrument similar to this Note that has been issued by the Company to the
      Holder prior to the date hereof.

            


    

     

    Events of
Default and Acceleration.  Notwithstanding anything to the
contrary in Section 3 above, and provided that the Holder is not in breach
of any of its undertakings hereunder, the Holder may, at its option, require
repayment of any part or all of the Capital Note for the then outstanding
Funding Amount (unless the Company and the Holder shall have agreed in writing
to an extension or other accommodation), upon the institution of any proceeding
against the Company seeking to adjudicate it bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, custodianship,
protection or relief of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, custodian, trustee or other
similar official for it or for any substantial part of its property, which
proceeding shall not have been terminated within 45 days.

     

    
      	
              5.  

            	
              Conversion
      into Equity.  This Note shall be convertible in whole or
      in part at any time, upon the request of the Holder, into additional
      premium on account of the price-per-share paid by the Holder with respect
      to the Company’s shares currently held by the
  Holder.

            


    

     

    
      	
              6.  

            	
              Waiver.  No
      act or omission by any of the parties hereof, including specifically any
      failure to exercise any right, remedy or recourse, shall be deemed a
      waiver or release of the same, such waiver or release to be effective only
      as set forth in a written document executed by the parties hereof and then
      only to the extent specifically recited therein.  A waiver or
      release with reference to one event shall not be construed as continuing
      as a bar to or as a waiver or release of any subsequent right, remedy or
      recourse as to any subsequent
event.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              7.  

            	
              Waiver
      of Presentment. The Company hereby waives presentment for payment,
      notice of nonpayment, protest, notice of protest and all other notices,
      filing of suit and diligence in collecting the amounts due under the Note
      and agrees that the Holder shall not be required first to initiate any
      suit or exhaust its remedies against any other person or parties in order
      to enforce payment under this Note.

            


    

     

    
      	
              8.  

            	
              Governing
      Law.  The Note shall be governed by and construed in
      accordance with the laws of the State of Israel without regard to conflict
      of laws provisions.  The parties agree that the courts in the
      city of Tel Aviv, Israel shall have jurisdiction to hear and determine any
      suit, action or proceeding, and to settle any dispute, which may arise out
      of or in connection with this Note and, for such purposes, irrevocably
      submit to the non-exclusive jurisdiction of such
  courts.

            


    

     

    
      	
              9.  

            	
              Miscellaneous
      Provisions. This Note shall be binding on the successors and
      assigns of the Company and inure to the benefit of the Holder, its
      successors, endorsees and assigns.  If any terms or provisions
      of this Note are deemed invalid, the validity of all other terms and
      provisions hereof shall in no way be affected thereby. This Note may not
      be assigned or transferred in whole or in part by any party. Any notice
      under this Note shall be made in writing by personal delivery, certified
      mail (return receipt required), courier or facsimile (with electronic
      confirmation of receipt).  Notice delivered in person shall be
      deemed to have been received upon delivery; notice delivered by certified
      mail shall be deemed to have been received three days after mailing;
      notice delivered by facsimile or courier shall be deemed to have been
      received one day after delivery to the courier service or after electronic
      transmission, as the case may be.

            


    

     

    
      	
              10.  

            	
              No
      Voting Rights.  Except as otherwise required by law or
      the Articles of Association of the Company, the Note shall not entitle its
      holder to vote at any annual, special or extraordinary general meeting of
      the Company’ shareholders or to receive any dividends of the Company in
      cash or in kind.

            


    

    


    IN WITNESS WHEREOF, the
parties hereto have duly executed this Note as of the date first above
written.

    


    
      


      
        
          	
                  /s/
      Jacob Weiss

                	 	 	
                  /s/
      Asaf Ben Arye

                	 
	
                  

                    MEDIS-EL LTD.

                  

                	 	 	
                  

                    CELL KINETICS
    LTD. 

                  

                	 


        



       

      
        
          	
                  /s/
      Michael Resnick

                	 	 	
                  /s/
      Israel Fisher

                	 
	
                  

                    MEDIS-EL LTD.

                  

                	 	 	
                  

                    CELL KINETICS
    LTD.