WWW.EXFILE.COM, INC. -- CELL KINETICS LTD. -- EXHIBIT 10.3 TO FORM F-1


    EXHIBIT
      10.3

    

    July
      30,
      2007

     

    Cell
      Kinetics Ltd. (“CK”)

    


    


    Dear
      Sirs,

    


    RE:
      Certain Undertakings by Medis Technologies Ltd. towards Cell Kinetics
      Ltd.

    


    


    The
      undersigned, Medis Technologies Ltd.(“Med.Tech.”), hereby undertakes as
      follows:


     

    
      	
              1.         
                 

            	
              During
                the 18 month period starting with the completion of the currently
                contemplated rights offering (the “Completion Date”), to
                provide CK with an additional capital contribution in an amount not
                to
                exceed $1,500,000.  Such additional capital contribution shall
                be provided by Med.Tech. on an as needed basis in carrying out CK’s
                operations.  Such amount may be provided to CK directly by
                Med.Tech or, alternatively, may be provided through one or more of
                Med.Tech’s other wholly owned subsidiaries, such as Medis, Inc. and/or
                Medis-El Ltd.

            


    

     

    Notwithstanding
      the preceding paragraph, in the event that the above-mentioned $1,500,000 along
      with other available funds is insufficient in order for you to carry-out your
      operations for at least one year from the Completion Date, Med.Tech. will
      provide CK with additional financing, from time to time, if required in order
      to
      ensure that CK has sufficient funds to carry-out its operations for at least
      one
      year from the Completion Date.

     

    
      	
              2.        
                  

            	
              For
                a period of five years starting with the completion of the currently
                contemplated rights offering, to grant CK a right of first refusal
                on all
                medical device company investment opportunities sourced by, or brought
                to
                Med.Tech or any wholly owned subsidiary thereof.  Med.Tech will
                promptly notify CK of any such opportunity and provide CK with all
                information which Med.Tech. will have in connection thereto. Med.Tech.,
                will not pursue, and will not allow any of its wholly owned subsidiaries
                to pursue, such opportunity unless CK has notified Med.Tech in writing
                that CK is are not interested in pursuing such opportunity according
                to
                the terms set forth in Med.Tech’s notice, in which case Med.Tech. shall
                only be entitled to pursue such opportunity according to such
                terms.

            


    

     

    


    Sincerely,

    


    
      	
              MEDIS
                TECHNOLOGIES LTD. 

            
	  
	
              By:

            	/s/
              Robert K. Lifton 
	 	 
	
              Name:

            	Robert
              K. Lifton 
	 	 
	
              Title:

            	Chairman
              and Chief Executive Officer