WWW.EXFILE.COM, INC. -- 14701 -- MEDIS TECHNOLOGIES LTD. -- EXHIBIT 10.1 TO FORM 10-Q


    EXHIBIT
      10.1

    Cooperation
      Agreement

     

    This
      Cooperation Agreement is entered into this 18th 
      day of
      October, 2006 by and between More Energy Ltd., a company organized under the
      laws of Israel (“More”), and Israel Aircraft Industries Ltd., a company
      organized under the laws of Israel (“IAI”).

     

    WHEREAS,
      More is in the business of developing and commercializing fuel cell technologies
      for various applications and is the exclusive representative of Oy Hydrocell,
      a
      company organized under the laws of Finland (“OY”) which also has developed a
      unique fuel cell capability;

     

    WHEREAS,
      IAI is a leading international aerospace company with inter alia business units
      in the business of developing unmanned air vehicle systems (“UAV”);

     

    WHEREAS
      the Parties are interested in carrying out programs for the development of
      fuel
      cell system solutions for electrically powered UAV Systems, beginning with
      a
      system feasibility and test program for a fuel cell system designed to achieve
      the Specification attached hereto as Annex 1 (the “Specification”), all in
      accordance with the terms and conditions set forth herein;

     

    NOW
      THEREFORE, the Parties agree as follows:

     

    
      	
            	1.	
              GENERAL
                PURPOSE

            


    

     

    (A)  The
      Parties are interested in developing a fuel cell system for use as an electrical
      power supply for an unmanned air vehicle system generally with the
      characteristics set froth in Annex I hereto (Specification). It is understood
      that More will be engaging OY as its major subcontractor for this project,
      though More will be the prime contractor and integrator for this project, with
      overall responsibility to IAI for this project. This agreement has two
      phases:

     

    (1)  Phase
      1
      will be the design and build by More of a breadboard level demonstration fuel
      cell unit to demonstrate the functionality of the system in power (Watts)
      operating for a minimum time (  *   ) together with an
      analysis of the feasibility and process for achieving the specified weight
      for
      the qualified system. At the end of Phase 1 the parties will determine the
      level
      of success and make a decision whether to enter into Phase 2 (with modifications
      as agreed) or to conclude the agreement at Phase 1. Phase 1 is to be completed
      within a 6 month period. If Phase 2 is to be carried out, the parties will
      mutually agree on a detailed Phase 2 document including an SOW, schedule, test
      program, price and payment terms.

     

    (2)  Phase
      2
      would be a full scale development and qualification of the system. The projected
      Phase 2 schedule would run for approximately 18 months and, depending on the
      results of Phase 1, have a ROM budget cost of US$ 1.5 million.

     

    (3)  More
      will
      use commercially reasonable efforts to implement the attached Phase 1 SOW and
      to
      do so substantially in accordance with the schedule forming part of such SOW.
      IAI will carry out its activities under the SOW in a timely manner so as to
      facilitate More’s activity.

     

    
      * Subject
        to a request for confidential treatment; Separately filed with the
        Commission.

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (4)  More
      will
      carry out internal studies to improve the system specific gravimetric and
      volumetric energy density of its unique ALKALINE with liquid electrolyte fuel
      cell technology as a later generation solution for the power source and will
      provide IAI with the results of that analysis from time to time.

     

    
      	
            	2.	
              PAYMENTS

            


    

     

    (A)  As
      its
      contribution to the More development effort, IAI will pay to More an aggregate
      amount of US$ 400,000 in accordance with the following schedule:

     

    (1)     *   %
      (i.e., US$    *   ) as a down payment upon
      signature of this agreement;

     

    (2)  An
      additional US$
   *      *    days
      after the Effective Date of this agreement;

     

    (3)  An
      additional US$
   *      *   days
      after the Effective Date of this agreement;

     

    (4)  An
      additional US$
   *      *   days
      after the Effective Date of this agreement;

     

    (5)  The
      balance of the unpaid aggregate amount at the earlier of completion of the
      final
      milestone (i.e.,    *   ) or
   180    after the Effective Date of this
      agreement.

     

    (B)  All
      amounts stated herein are set forth net of any withholding taxes, customs,
      VAT
      or any other tax or fee, which may be imposed or payable to any government
      body.
      Any such taxes, customs or fees shall be for the account of IAI.

     

    (C)  All
      payments hereunder will be made against invoices submitted by More to IAI at
      least 30 days prior to the payment date. Payments shall be made in freely
      transferable United States Dollars.

     

    
      	
            	3.	
              INTELLECTUAL
                PROPERTY RIGHTS

            


    

     

    (A)  All
      rights and interest in the fuel cell technology, including any derivative or
      improvement thereto, shall at all times belong exclusively to More, whether
      developed separately or in connection with this agreement. All rights and
      interest in the UAV technology, including any derivative or improvement thereto,
      shall at all times belong exclusively to IAI, whether developed separately
      or in
      connection with this agreement.

     

    (B)  Each
      Party further agrees to assist the other Party in every proper way to obtain
      from time-to-time and to enforce United States and foreign patents, copyrights,
      and other rights and protections relating to the jointly owned
      products/technologies in any and all countries. To that end, each Party will
      execute, verify and deliver such documents and perform such other acts
      (including appearances as a witness) as the other party may reasonably request
      for use in applying for, obtaining, sustaining and enforcing such patents,
      copyrights and other rights and protections.

     

    * Subject
      to a request for confidential treatment; Separately filed with the
      Commission.

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      	
            	4.	
              CONFIDENTIALITY

            


    

     

    (A)  It
      is
      recognized that technical information may be disclosed by one party to the
      other
      in the course of the activities contemplated by this Agreement and that the
      disclosing party may desire to protect such information against unrestricted
      use
      or disclosure to others. To provide protection for such information, each party
      agrees to respect such proprietary information in accordance with the provisions
      of this Article 4.

     

    (B)  For
      the
      purpose of this Agreement the term “Proprietary Information” shall mean all
      information learned during the course of this Agreement that is disclosed by
      either party, including but not limited to, any business plans and proposals,
      regulatory applications, financial information, methods of operations, trade
      secrets, technical specifications, system designs, data, or material that
      contains proprietary information.

     

    (C)  All
      Proprietary Information shall be held in confidence by the recipient for a
      period of ten (10) years from the date of disclosure for each item of
      Proprietary Information, notwithstanding the earlier termination or expiration
      of this Agreement. Proprietary Information shall not be disclosed to any person
      except the recipient’s employees who have a need to know in the performance of
      their obligations under this Agreement. Neither party nor its respective
      employees shall disclose or use such Proprietary Information for uses other
      than
      those specifically allowed hereunder without first obtaining the other party’s
      written consent with respect thereto.

     

    (D)  Notwithstanding
      the above, neither party shall be liable for disclosure of any such Proprietary
      Information if the same:

     

    (1)  Is
      now or
      hereafter becomes available to the public other than by way of disclosure by
      the
      recipient party; or

     

    (2)  Can
      be
      demonstrated by recorded data in its own files to be actually know by the
      recipient party prior to being obtained from the disclosing party;
      or

     

    (3)  Becomes
      available from other sources through no fault of the recipient party;
      or

     

    (4)  Was
      disclosed with and in accordance with the terms of prior written approval of
      the
      party claiming proprietary rights; or

     

    (5)  Is
      required by law, or to enforce the terms of this Agreement

     

    (E)  In
      is
      expressly understood by the parties hereto that, except for the right to use
      Proprietary Information for the purpose contemplated herein, neither party
      has
      granted to the other any other rights whatsoever in such information. In no
      case
      shall either party acquire any ownership rights and/or proprietary interest
      in
      the other party’s information.

     

    (F)  Upon
      the
      written request of the disclosing party at any time and upon the termination
      of
      this agreement, the recipient party shall return all copies of the Proprietary
      Information received hereunder to the disclosing party.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    
      	
            	5.	
              FUTURE
                BUSINESS COOPERATION AND
                RECOUPMENT

            


    

     

    (A)  More
      shall not, during the term of this Agreement set forth in Section 8 below,
      design, develop or produce a fuel cell system for use as an electrical power
      supply generating between 500 watts and 2,500 watts for any unmanned ground
      or
      air vehicle system of any company other than IAI. For clarity sake, this
      undertaking applies to More and its parent and affiliated companies but this
      undertaking does not apply to More’s subcontractors, including Oy Hydrocell of
      Finland.

     

    (B)  In
      the
      event the parties proceed to Phase 2 of this agreement, the exclusivity
      provisions of Section 7(A) above will continue, subject to expiration if IAI
      has
      not purchased from More minimum quantities to be mutually agreed prior to launch
      of Phase 2. This Section 7(B) shall survive expiration or termination of this
      Agreement if the parties proceed to Phase 2.

     

    (C)  Both
      parties are agreeing to the foregoing exclusivity provisions predicated on
      the
      advice of counsel that no approvals are required under the Restraint of Trade
      Law (5748-1988) based, among other things, on a block exemption in accordance
      with Section 15A of such law.

     

    
      	
            	6.	
              TERM
                AND TERMINATION

            


    

     

    (A)  Unless
      previously terminated as set forth below, this Agreement shall have a two year
      term. This agreement will automatically terminate if Phase 2 is not commenced
      within 120 days of the end of Phase 1 hereunder.

     

    (B)  This
      Agreement may be terminated:

     

    (1)  By
      either
      Party, upon a material breach of any of the covenants contained herein by the
      other party if such breach continues uncured for a period of ten (10) days
      after
      written notice of such breach; or

     

    (2)  By
      mutual
      agreement.

     

    Termination
      of this Agreement, for whatever reason, shall not prejudice or affect the
      accrued rights or claims and liabilities of either party to this Agreement,
      including any accrued and outstanding payments hereunder and rights in any
      products/technologies hereunder. Notwithstanding termination of this agreement,
      the provisions of paragraphs 3 and 4 will continue to bind the
      parties.

     

    
      	
            	7.	
              ASSIGNMENT

            


    

     

    The
      rights and liabilities of the parties hereto may not be assigned to any third
      party without the prior written consent of the other party, provided that either
      party may assign this agreement to a parent company at any tier by written
      notice to the other party hereto if such parent company assumes in writing
      all
      obligations of its subsidiary hereunder.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    
      	
            	
              8.

            	
              GOVERNING
                LAW; SEVERABILITY

            


    

     

    This
      Agreement shall be governed by and construed according to the laws of the State
      of Israel. If any provision of this Agreement is found by an arbitrator or
      court
      of competent jurisdiction to be unenforceable, that provision shall be severed
      and the remainder of this Agreement shall continue in full force and
      effect.

     

    
      	
            	9.	
              COMPLETE
                UNDERSTANDING;
                MODIFICATION

            


    

     

    This
      Agreement, and all other documents mentioned herein, constitute the final,
      exclusive and complete understanding and agreement of the parties hereto and
      supersedes all prior understandings and agreements between More and IAI with
      respect to the subject matter herein. Any waiver, modification or amendment
      of
      any provision of this Agreement, including any additions, modifications or
      other
      changes to the SOW shall be effective only if in writing and signed by the
      parties hereto.

     

    
      	
            	10.	
              NOTICES

            


    

     

    Any
      notices required or permitted hereunder shall be given to the appropriate party
      at the address or facsimile number specified below or at such other address
      or
      facsimile number as the party shall specify in writing. Such notice shall be
      deemed given when first received by any of the following methods (a) upon
      personal delivery, (b) overnight delivery service, (c) by deposit in the mail,
      certified and return receipt requested, postage prepaid or (d) by confirmed
      facsimile transmission with a copy also sent by overnight delivery or by mail
      as
      provided above.

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date written
      above.

     

    
      	
              MORE
                ENERGY LTD.

               

              By:     
                /s/
                Gennady Finkelstain

              
                

              

              Name:
                Gennady Finkelstain

              Title:
                General Manager

               

               

              By:      
                /s/
                Jacob Weiss  

              
                

              

              Name:
                Jacob Weiss

              Title:
                Director and President of Medis  Technologies
                Ltd. (parent company)

               

              Address:

               

              2
                Yodfat Street

              Global
                Park, Lod Israel

              Telephone:
                972-8-9188650

              Facsimile:
                972-8-9200024

            	
              ISRAEL
                AIRCRAFT INDUSTRIES LTD.

               

              By:          /s/

              
                

              

              Name:

              Title

               

               

              By:         
                /s/

              
                

              

              Name:

              Title

               

              Address:

               

              Ben
                Gurion International Airport

              Telephone:
                972-3-935 3170

              Facsimile:

              Email:
                Email: More@medisel.co.il

            


    

    


    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


    Specification

    Fuel
      Cell based Energy Pack

    Specification

     

    
      	1.	
              Introduction

            


    

     

    This
      document describes a specification for a fuel cell based energy pack. The energy
      pack will be used on a novel electrically driven mini UAV.

     

    
      	2.	
              Specification

            


    

     

    2.1  Characteristics:

     

    
      	·  	
              Power:
                800 W

            


    

     

    
      	·  	
              Endurance:
                   *   

            


    

     

    
      	·  	
              Voltage:
                   *   

            


    

     

    
      	·  	
              Operating
                Temperature:
                   *   

            


    

     

    
      	·  	
              Operation
                Altitude:
   *   

            


    

     

    
      	·  	
                 *   

            


    

     

    
      	·  	
              Weight
                target: 6 Kg

            


    

     

    
      	·  	
              Volume
                target:
   *   

            


    

     

    
      * Subject
        to a request for confidential treatment; Separately filed with the
        Commission.

    

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

    



    STATEMENT
      OF WORK (SOW)

     

    
      	1.	
              SELLER’S
                BASIC RESPONSIBILITIES

            


    

     

    1.1  Seller
      shall use commercially reasonable efforts to design, develop and test a fuel
      cell power product defined in the Specification (hereinafter the
“Product).

     

    
      	2.	
              PROGRAM
                MANAGER’S

            


    

     

    Each
      Party shall designate a program manager who will be the principal point of
      contact between the Parties in the performance of this Agreement.

     

    
      	3.	
              DELIVERABLE
                DOCUMENTATION

            


    

     

    Seller
      shall deliver to Buyer a set (reproducible) documentation (herein referred
      to as
“Documentation”):

     

    
      	(i)  	
              layout
                drawings of the Product breadboard Product-related drawings;
                and

            


    

     

    
      	(ii)  	
              a
                report analyzing the process, including risks, of repackaging the
                breadboard into a qualifiable product at the weight set by agreement
                of
                the parties (based upon final performance specifications)
                .

            


    

     

    The
      Documentation shall be in the English language and shall utilize the metric
      system as the standard unit of measurement.

     

    
      	4.	
              TESTING

            


    

     

    Seller
      shall, in accordance with the Program Schedule, submit to Buyer, for Buyer’s
      approval, tests procedures at least 30 days prior to the test. The test will
      be
      designed to demonstrate the functional performance of the Product breadboard
      (i.e., power output over time).

     

    
      	5.	
              FACTORY
                REPRESENTATIVE

            


    

     

    Buyer
      shall be entitled to have a representative observe the activity under this
      SOW
      at Seller’s facility and at Seller’s principal subcontractor’s facility. Such
      observation shall be done after reasonable prior notice and any expenses of
      such
      representative shall be Buyer’s responsibility.

     

    
      	6.	
              REPORTS
                AND LIAISON

            


    

     

    6.1  Seller
      undertakes to send to Buyer, on a bi-monthly basis throughout the Program,
      progress reports on the carrying out of Seller’s obligations hereunder,
      including all problems and difficulties encountered (if any) and solutions
      proposed.

     

    6.2  The
      Parties shall meet, at such times as they shall deem necessary, during the
      performance of this SOW for the purpose of reviewing the progress of the efforts
      hereunder. The said meetings shall be held alternately at Seller’s and at
      Buyer’s premises (or as otherwise 

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    mutually
      agreed upon). Each Party shall bear the travel costs, salaries, and all other
      subsistence expenses of its own representatives attending such
      meetings.

     

    
      	7.	
              Schedule:

            


    

     

    
      	A.  	
              Beginning
                of program (ARO)

            


    

     

       *   

     

    
      	B.  	
              Design
                Review ( * )

            


    

     

       *   

     

    
      	C.  	
              Detailed
                report regarding progress for prototype building was
                made

            


    

     

       *   

     

    
      	D.  	
              System
                build and ready for tests on Seller facilities. Beginning of validation
                process. Detailed analysis report for further weight/size
                reduction.

            


    

     

       *   

     

    
      	E.  	
              System
                delivered and commencement of evaluation
                test

            


    

     

     ARO
      + 180 days

     

     

     

     

    * Subject
      to a request for confidential treatment; Separately filed with the
      Commission.

     

    
      
        
        

      

      
        -8-