WWW.EXFILE.COM, INC. -- 888-775-4789 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.3 TO FORM 10-Q


     

    EXHIBIT
10.3


    [MEDIS
LETTERHEAD]

     

    


     

    As of
April 23, 2009

     

    [Officer]

    [Address]

    [Address]

    


     

    In light
of the financial situation of Medis Technologies Ltd., Medis hereby offers you
the following bonus, to incentivize you to stay with the company and continue to
perform and achieve the potential that Medis is capable of:

     

    
      	
              1.  

            	
              You
      will receive from Medis a bonus which, in the aggregate with bonuses
      granted to other members of the management of Medis, is equal to 5% of the
      net amount raised through the sale of its securities or the aggregate
      value of a business combination, provided such sale of securities or
      business combination is consummated within 90 days of April 23, 2009, the
      date the Compensation Committee of Medis approved this incentive
      arrangement. The actual amount of your bonus will be determined in good
      faith by Medis subsequent to the date of this
  letter.

            


    

     

    You
acknowledge and understand that we can give no assurance that we will be
successful in raising capital through the sale of securities or consummating a
business combination. Consequently, we may ultimately be unable to pay you the
amounts described in paragraph 1 above. Additionally, you will not be entitled
to the bonus described in paragraph 1 above if you cease to work for Medis or
its subsidiaries prior to Medis selling its securities or consummating a
business combination. All payments due and owing pursuant to paragraph 1 shall
be paid as soon as practicable after the sale of the securities or consummating
the business combination, but in no event later than December 31, 2009. All
payments shall be net of applicable taxes and withholdings.

     

    The
acceptance by you of the terms described in this letter shall not be construed
to confer upon you any right with respect to the continuation of your service
with the company or its subsidiaries or interfere in any way with the right of
the company, subject to applicable law or the terms of any separate agreement to
the contrary, at any time to terminate such service. This letter does not change
the at will nature of your services with Medis. Neither you nor the company
shall be permitted to assign your or its rights or obligations under this
Agreement without the prior written consent of the other party. This Agreement
shall be governed by the laws of the State of New York, without regard to
principles of conflicts of laws. This Agreement may not be modified or amended
in any manner without the prior written consent of all the parties hereto. This
Agreement may be executed and delivered in counterparts, which taken together
shall constitute one instrument, and may be executed and delivered by facsimile
and, as such, shall be treated as an original.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Please
sign where indicated below confirm your agreement to all of the foregoing
provisions.

     

    We want
to thank  you for your loyalty and support of Medis Technologies and
we are committed to finding the means to allow our company to achieve a new
level of success.

     

    


    
    

     

    
      	 	      
              Very
      truly yours,

               

              Medis
      Technologies Ltd.

               

              


               

              By:_________________________________

              Name:

              Title:

            


    

     

     

    Agreed to
and accepted:

     

    


     

    _____________________________

    [Name of
Officer]