WWW.EXFILE.COM, INC. -- 13745 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.1 TO FORM 10-Q


    

      
        	
                [ASE
                  LOGO]

                 

              	
                Phone:
                  631-846-3460

                Fax:
                  831-667-8907

                41-17
                  Mercedes Way

                Edgewood,
                  NY 11717

                email:
                  info@aseinternational.net

                www.aseinternational.net

              	
                PURCHASE
                  ORDER 

                
                  Purchase
                    Order: #

                  
                    Order
                      Date: July 14, 2005

                    
                      Ship
                        Date: TBD

                    

                  

                

              
	 	 	 
	
                VENDOR
                  ID #

              	
                9358484

              	
                SHIP
                  TO:

              
	
                PURCHASED
                  FROM

              	
                Medis
                  Technologies LTD.

                805
                  Third Avenue

                New York,
                  New York 10022

              	
                ASE
                  INTERNATIONAL

                41-17
                  Mercedes Way

                Edgewood,
                  NY 11717

              
	
                Contact

              	
                Mr.
                  Robert K. Lifton

              
	
                Phone
                  #

              	
                212-935-8484

              
	
                Fax
                  #

              	
                212-935-9216

              
	 	 	 
	
                Purchasing
                  Agent

              	
                Ship
                  Via

              	
                Terms

              
	
                Steven
                  Koss, President

                 

              	
                TBD

                 

              	
                TBD

                 

              


      

      


       

      
        	
                Quantity

              	
                Description

              	
                Unit
                  Price

              	
                Extended
                  Cert

              
	
                2,400,000

                 

              	
                Medis
                  Powerpack

                (200,000
                  Per Month)

                1st
                  year of production

                This
                  is for: 4 Power Packs & 1 Power Management System equals
                  $32

                 

              	
                $8.00

                 

              	
                $19,200,000.00

                 

              
	
                4,800,000

                 

              	
                Medis
                  Powerpack

                (400,000
                  Per Month)

                2nd
                  year of production

                This
                  is for: 4 Power Packs & 1 Power Management System equals
                  $32

                 

              	
                $8.00

                 

              	
                $38,400,000.00

                 

              
	 	 	
                TOTAL

              	
                $57,600,000.00

              


      





      /s/  Steven
        L. Koss, President

        
          

        

      

      
      

      
        

      

    

    
      
      

    


    ASE
      INTERNATIONAL INC.

     

    July
      13,
      2005

     

    Mr.
      Robert K. Lifton

    Medis
      Technologies LTD.

    805
      Third
      Avenue

    New
      York,
      NY 10022

     

    Subject:
      Medis
      Power Pack Unit Commitment 2007 & 2008

     

    Dear
      Robert:

     

    ASE
      International Inc. is excited about the opportunity to distribute the Medis
      Power Pack into our current avenues of distribution. We foresee a very bright
      and prosperous future and are excited about working with Medis
      Technologies.

     

    Our
      needs
      for the end of 2006 through the end of 2007 are 200,000 pieces per month. In
      2008, we would need double the amount. If are needs are greater then what we
      projected we are hoping that you could accommodate our
      requirements.

     

    We
      look
      forward to building a long and mutually beneficial relationship with your
      organization for many years to come.

     

    Warmest
      Regards,

     

    /s/  Steven
      L. Koss

      
        

      

    

    Steven
      L.
      Koss

    President

     

    


     

    


     

    


     

    


     

    


     

    
 

     

    


     

    


     

    41-17
      Mercedes Way: Edgewood, N.Y. 11717: (631) 846-3460: Fax (631)
      667-2757

     

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Medis
      Technologies Ltd.

    805
      Third Avenue • New York, New York 10022

    Tel:
      (212) 935-8484 • Fax: (212) 935-9216

    Email:
      medistechnologies@broadviewnet.net

     

    July
      27,
      2005

     

    ASE
      International Inc.

    41-17
      Mercedes Way

    Edgewood,
      NY 11717

     

    Dear
      Steven,

     

    It
      is
      with great pleasure that Medis Technologies accepts your purchase order dated
      July 14, 2005 for 200,000 Power Pack units per month during our first year
      of
      full production and 400,000 Power Pack units per month during our second year
      of
      full production and agrees to sell to you the units you ordered at the price
      of
      $8.00 per unit, all as reflected in your purchase order.

     

    Needless
      to say, I am personally delighted with this reflection of confidence on your
      part in our Power Pack product and want to express my appreciation and that
      of
      our Medis team, for this historical initial order. As you state in your letter
      we see this as the beginning of a long term mutually beneficial relationship
      for
      ASE and for Medis.

     

    All
      best
      wishes,

     

    


     

    /s/  Robert
      K. Lifton

      
        

      

    

    Robert
      K.
      Lifton

    Chairman
      and CEO