EXHIBIT 10.12





SEVERANCE
AGREEMENT




This Severance Agreement (this “Agreement”) is made
and entered into as of the 16th day of
February, 2009, by and between MEDIS TECHNOLOGIES LTD., a
Delaware corporation, having a principal place of business at 805 Third Avenue,
New York, New York  10022 (the “Company”) and HOWARD WEINGROW, an individual
residing at 51 Wheatley Road, Old Westbury, New York  11568 (the
“Consultant”).




WHEREAS,
the Company and the Consultant are parties to that certain Consulting Agreement,
dated as of February 9, 2008, a copy which is attached hereto as Exhibit A (the “Consulting
Agreement”); and




WHEREAS, the Company and the
Consultant desire to set forth herein their agreement with respect to all
remuneration to be paid to the Consultant in connection with the expiration of
his consulting relationship with the Company; and




WHEREAS, capitalized terms
used herein and not otherwise defined shall have the meanings ascribed to such
terms in the Consulting Agreement.




NOW,
THEREFORE, in consideration of the mutual covenants herein contained, and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereof agree as follows:




1.  Severance
Payments.




(a)  Upon the
expiration of the Initial Term, the Company shall pay to Consultant, his heirs or the legal representatives of his estate, an amount
equal to One Hundred Eighty Thousand Dollars ($180,000) (the “Severance Amount”),
payable during the twelve (12) month period commencing on the date of the
expiration of the Initial Term (the “Severance
Period”).  The Severance Amount shall be payable at the times
and in the manner the Company shall determine; provided, however, no less
frequently than on a monthly basis.  The obligation of the Company to
make any of the payments to Consultant required pursuant to the terms of this
Agreement shall be conditioned upon the delivery by the Consultant of a general
release, in form and substance reasonably satisfactory to the Company, by which
the Consultant unconditionally, without any reservation, irrevocably and forever
releases and discharges the Company and its affiliates, and their respective
shareholders, members, partners, officers, directors, managers and employees
(collectively, the “Released Parties”) of
and from any and all claims, causes of action or demands, that the Consultant
then has, or may have, against any of the Released Parties, other than claims
arising under this Agreement.  The Company shall also deliver a
general release, in form and substance reasonably satisfactory to the
Consultant, by which the Company unconditionally, without any reservation,
irrevocably and forever releases and discharges the Consultant, his heirs and
the legal representatives of his estate (collectively, the “Consultant Released
Parties”) of and from any and all claims, causes of action or demands,
that the Company then has, or may have, against any of the Consultant Released
Parties, other than claims arising under this Agreement.




(b)  In the
event that the Company achieves Five Million Dollars ($5,000,000) in gross
revenue during each of two
consecutive fiscal quarters during the Severance Period, the Company shall be
obligated to pay, and the Consultant shall be entitled to receive, an additional
Thirty Thousand Dollar ($30,000) severance payment (the “Bonus Severance
Amount”).  The Bonus Severance Amount shall be paid in a
lump-sum installment on a date which is no later than thirty days after the last
day of the applicable fiscal quarter.









(c)  The
Consultant acknowledges and agrees that he shall have no further right to
receive, and the Company shall have no obligation to pay, any amount in excess
of the Severance Amount and the Bonus Severance Amount, if applicable, upon the
expiration of the Initial Term.




2.  Covenants.  The Consultant
acknowledges and agrees that during the Severance Period he shall remain bound
by the terms and conditions of Section 6 (Confidential Information), Section 7
(No License or Rights), Section 8 (Agreement to Return Property) and Section 10
(Non-Disparagement) of the Consulting Agreement in accordance with the terms
thereof.




3.  Notices.  Any notice that,
under the terms of this Agreement or under any statute, must be or may be given
by the parties hereto shall be in writing and shall be given by personal
delivery, telecopy, mailing the same by certified or registered mail, return
receipt requested, postage-prepaid, addressed or by reputable overnight courier
to the parties at their respective addresses set forth above.  Either
party may designate, by notice in writing to the other, a new or other address
to which notices shall thereafter be given.  Any notice, request or
other communication required or permitted hereunder shall be deemed to have been
duly given (a) when received, if personally delivered, (b) within five (5) days
after being deposited with the United States Postal Service, if sent by
registered or certified mail, return receipt requested and postage prepaid, (c)
twelve (12) hours after being sent by telecopy, with confirmed answer back or
(d) within two (2) business days  after being deposited with an
established overnight courier for priority delivery.




4.  Amendments.
This Agreement may be amended only by a writing executed by each of the parties
hereto.




5.  Entire
Agreement.  This Agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and thereof and
supersedes all prior contracts, agreements, arrangements, communications,
discussions, representations and warranties, whether oral or written, among the
parties.




6.  Severability;
Waiver.




(a)  The
invalidity of any portion hereof shall not affect the validity, force or effect
of the remaining portions hereof.




(b)  Except as
otherwise provided herein, either party hereto may waive in writing compliance
by the other party hereto (to the extent such compliance is for the benefit of
the party giving such waiver) with any of the terms, covenants or conditions
contained in this Agreement (except such as may be imposed by
law).  Any waiver by any party of any violation of, breach of or
default under any provision of this Agreement by the other party shall not
constitute or be construed as a continuing waiver of such provision or a waiver
of any other violation of, breach of or default under any other provision of
this Agreement.








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7.  Representation.This Agreement
has been duly executed and delivered by each of the Company and the Consultant
and constitutes the valid and binding agreement of each of the Company and the
Consultant, enforceable against each such party in accordance with its terms,
except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights in general.




8.  Assignment.  This Agreement
shall be binding upon and inure to the benefit of the successors and assigns of
each of the parties hereto, but no rights, obligations or liabilities hereunder
shall be assignable by either party without the prior written consent of the
other party.  Notwithstanding the foregoing, the Company may assign
its rights and obligations under this Agreement to an affiliate or subsidiary
and cause such affiliate or subsidiary to perform the obligations of the Company
under this Agreement; provided, however, that no such assignment shall otherwise
vary or diminish any of the Company’s rights or obligations under this
Agreement.




9.  Governing
Law.  This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without giving effect to the principles of conflict of law thereof
(other than Section 5-1401 of the General Obligations Law of the State of New
York).




10.  Jurisdiction.  Except
as otherwise set forth in this Agreement, any action, suit or proceeding seeking
to interpret or enforce any provision of, or based on, arising out of, or in any
way related to, any right, obligation or matter set forth in this Agreement may
be brought in the courts located in New York County, New York, and each of the
parties consents to the jurisdiction of such courts (and the appropriate
appellate courts) in any such action, suit or proceeding and waives any
objection to jurisdiction and venue laid therein.  Process in any
action, suit or proceeding referred to in this preceding sentence may be served
on any party anywhere in the world.  The parties agree that either
party may seek enforcement of the judgment so rendered by such court in any
court having jurisdiction thereof.




11.  Headings.  The headings in
this Agreement are solely for convenience of reference and shall not be given
any effect in the construction or interpretation of this Agreement.




12.  Counterparts.  This Agreement
may be executed in separate counterparts, each of which is deemed an original
and all of which taken together shall constitute one and the same
agreement.




13.  Gender
and Number.  The masculine, feminine or neuter gender and the
singular or plural number shall each be deemed to include the other or others
whenever the context so indicates.









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IN WITNESS WHEREOF, the
undersigned have caused this instrument to be executed upon the day and date
first above written.











MEDIS
      TECHNOLOGIES LTD.
              
              
              By: 
      /s/ Jose Mejia
              

              Name:
      Jose Mejia
              Title:
      CEO and President
              
              /s/
      Howard Weingrow
              HOWARD
      WEINGROW






































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EXHIBIT
A




CONSULTING
AGREEMENT








































































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