WWW.EXFILE.COM, INC. -- 888-775-4789 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT
10.1

     

     

    [MEDIS
LETTERHEAD]

     

    


     

    As of
April 23, 2009

     

    Jose
Mejia

    c/o Medis
Technologies Ltd.

    805 Third
Avenue

    New York,
New York 10022

    


     

    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 equal to 3% 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.

            


    

     

    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. 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: 
      /s/ Steve Crea

                    
                
      


              Name:
      Steve Crea

              Title:
      CFO 

            


    

     

    
    

    Agreed to
and accepted:

     

    


     

    /s/ Jose
Mejia

      
        

      

    

    Jose
Mejia