WWW.EXFILE.COM, INC. -- 888-775-4789 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 4.2 TO FORM S-1/A


    EXHIBIT
4.2

     

     

    

       

      
        
          
            	
                    NUMBER

                     

                    PSB-1

                  	 	
                    SHARES

                     

                    242

                  


          

        

      

       

    

                                                                                                                                   
                    

    
MEDIS
TECHNOLOGIES LTD.

    


    ORGANIZED
UNDER THE LAWS OF THE STATE OF DELAWARE

    See Reverse for

    Certain
Definitions

    


    


    


    


    THIS IS
TO CERTIFY THAT           Volation
Capital Partners
LLC           IS
THE OWNER OF  --Two Hundred
Forty Two--   fully paid and non-assessable shares of the above
Corporation transferable only on the books of the Corporation by the holder
hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

    


    WITNESS,
the seal of the Corporation and the signatures of its duly authorized
officers.

    DATED   July
1, 2009

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
following abbreviations, when used in the in the inscription on the face of this
certificate, shall be construed as thought they were written out in full
according to applicable laws or regulations:

    


    TEN
CON      - as tenants
in common

    


    TEN
ENT       - as
tenants by the entireties

    


    JT TEN
      - as joint tenants with
right of survivorship and not as tenants in common

    


    UNIF
TRANSFERS MIN ACT-  _____________Custodian_____________

    (Cust)                                       (Minor)

    under
Uniform Transfers to Minors Act ____________________________

                                                                                                   
(State)

    


    Additional
abbreviations may also be used though not in the above list

     

    
 

    For value
received __________ hereby sell, assign and transfer unto

    


    Please
insert Social Security or other 

    identifying
number of assignee

    
      	
               

               

            	 	 	 


    

     

     

    
      
        
          

        

      

    

    (Please
print or typewrite name and address including postal zip code of
assignee)

    
       

       

      
        

      



     

    
      
        

      

       

    

    __________________________shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint __________________________
Attorney to transfer the said Shares on the books of the within named
Corporation with full power of substitution in the premises.

    


    Dated
_______________________________

    In
presence of __________________________

    


    NOTICE:  THE
SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER.

     

     

    The
Corporation will furnish without charge to each stockholder who so requests, a
statement of the powers, designations, preferences and relative, participating,
optional, or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and / or
rights.

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE
SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT
UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO
THE CORPORATION, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED
TRANSFER.