EXHIBIT 10.3





MEDIS
TECHNOLOGIES LTD.


805
Third Avenue


New
York, NY  10022











December 15, 2008








Israel
Fisher


16 Yoni
Netanyahu St.


Givat
Shmuel 54423, Israel








Re:           Consulting
Agreement





Dear
Israel:





Medis Technologies Ltd., a Delaware
corporation (the “Company”), wishes to engage your services to render
consultation and advisory services with respect to the business and operations
of the Company, on the following conditions (this “Agreement”):




1.  Term.  The
term shall be deemed to have commenced as of December 2, 2008 (the “Effective
Date”) and shall be in effect until terminated by either party upon 15 days
prior written notice (the “Term”).




2.  Consulting Fee. In
consideration of your agreement to provide the Services (as defined below), the
Company, through its Medis El Ltd. subsidiary (“Medis El”), shall pay you for
your services to be rendered pursuant to this Agreement US$4,000 per month (the
“Fee”), commencing as of the Effective Date. The Fee shall be paid ratably until
the end of the Term at such times as Medis El makes payroll payments to its
employees.




3.  Expenses.  In
connection with the performance of Services, the Company shall cause Medis El to
reimburse you for all reasonable and necessary business expenses that have been
approved in advance by the Company in writing. In connection with such expenses,
you shall submit documentation substantiating such expenses, e.g., receipts, and
shall be reimbursed within fifteen (15) business days of the Company’s receipt
of an invoice together with such substantiating documentation.




4.  Services.  You
agree to furnish such consulting services and perform such duties concerning the
business and operations of the Company as the senior executive officers of the
Company, or their designees, may from time to time direct (collectively, the
“Services”). You further agree to perform the Services in a diligent, prudent
and professional manner.




5.  Independent
Contractor.  You shall serve as an independent contractor of
the Company in providing the Services herein, and shall be responsible for
payment of all taxes on the payment of the Fee to you hereunder without
deduction for tax withholding. The Company shall not provide you with, nor shall
you be entitled to, any benefits of employment, including, without limitation,
health insurance, medical insurance, life insurance, disability insurance or
unemployment or workmen's compensation insurance. This letter agreement shall
not be construed to create between the Company, on the one hand, and you, on the
other hand, a relationship of principal or agent, joint venturers, co partners
or employer and employee, the existence of which is hereby expressly denied by
the Company and you. You are not an agent of the Company for any purpose
whatsoever and shall have no right or authority to bind the Company or create
any obligations, express or implied, on behalf of or in the name of the Company,
unless expressly authorized in writing to do so.







6.  Confidentiality.  In
connection with the Services, you may be provided with confidential information
concerning the Company (the “Confidential Information”). In furnishing such
information, the Company is relying on your agreement to preserve the
confidential nature of all such information, whether furnished before, on or
after the date of this Agreement. You may not disclose the Confidential
Information to any person or party without the prior written consent of the
Company, in its sole discretion. In the event that you become compelled by law,
rule or regulation, or legal or administrative process or proceeding, to
disclose any of the Confidential Information, you shall, to the extent permitted
by law, promptly provide the undersigned with written notice of such disclosure
so that the Company shall have the opportunity to seek a protective order or
other appropriate remedy. You agree to cooperate with the Company in seeking
such protective order or other appropriate remedy. In the event that such
protective order or other remedy is not obtained, you shall furnish only that
portion of the Confidential Information which you are advised by legal counsel
is legally compelled, and you agree to use your collective commercially
reasonable efforts to continue to preserve the confidentiality of the
Confidential Information.




7.  Non-Disparagement.  During
the Term and at all times thereafter, neither you nor the Company shall defame,
disparage, make negative statements about or act in any manner that is intended
to or does damage to the goodwill, business or personal reputations of the other
or any of your or its affiliates, or the Company’s shareholders, officers,
directors, managers, employees, consultants and agents.




8.  Property
Rights.  You acknowledge and agree that the Confidential
Information, discoveries, concepts, ideas, designs, methods, formulas, know-how,
techniques, or any improvements or enhancements thereon, whether patentable or
not, made, conceived or developed, in whole or in part, by you in the
performance of the Services under this Agreement (“Inventions”), are and shall
be the exclusive and valuable property of the Company or its affiliates, and you
shall neither have, nor claim to have, any right, title or interest therein or
thereto in such capacity. All opportunities relating to Inventions whether or
not involving third parties shall belong to and be carried out for the account
of the Company and its affiliates. Any and all Inventions shall be deemed work
specifically ordered or commissioned by the Company and each such work shall be
considered “work made for hire” within the meaning 17 U.S.C. §101 of the United
States Copyright Act and all rights to such work shall belong entirely to the
Company or its affiliates, as the case may be.




9.  Remedies.  You
hereby acknowledge that the provisions of paragraphs 6, 7 and 8 are reasonable
and necessary for the protection of the Company. You further acknowledge that in
the event you breach any of the provisions of this Agreement or attempt to do
so, the Company would be irreparably harmed. Accordingly, you agree in advance
to the granting of injunctive or other equitable relief in favor of the Company
without proof of actual damages. Such injunctive or equitable relief will not be
the exclusive remedy for a breach of this Agreement, but will be in addition to
all other remedies available at law or in equity.




10.  Termination.
Notwithstanding the notice provision described in paragraph 1 above, this
Agreement may be promptly terminated at any time by the Company upon your death,
disability, failure to perform the Services or other breach of this Agreement.
In such an event, you agree to promptly return or destroy all Confidential
Information and other materials obtained in connection with the Services. You
shall be entitled to your Fee through the date of termination.







11.  No Assignment. No
party hereto shall be permitted to assign its rights or obligations under this
Agreement without the prior written consent of the other party.




12.  Governing
Law.  This Agreement shall be governed by the laws of the State
of New York, without regard to principles of conflicts of laws. In the event of
any litigation hereunder, each party hereto agrees to consent to the
non-exclusive jurisdiction of the courts of the State of New York and of the
United States located in the City of New York.  If it is found in a
final judgment by a court of competent jurisdiction that any term or provision
hereof is invalid or unenforceable, (i) the remaining terms and provisions
hereof shall be unimpaired and shall remain in full force and effect and (ii)
the invalid or unenforceable provision or term shall be replaced by a term or
provision that is valid and enforceable and that comes closest to expressing the
intention of such invalid or unenforceable term or provision.




13.  Successors and/or
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and permitted
assigns.




14.  Entire
Agreement.  This Agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, both written and oral, of such parties
regarding the subject matter of this Agreement.




15.  No
Modifications/Amendments. This Agreement may not be modified or amended
in any manner without the prior written consent of all the parties
hereto.




16.  Counterparts/Facsimile.
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 to
confirm your agreement to all of the foregoing provisions.










Very
      truly yours,
              
              MEDIS
      TECHNOLOGIES LTD.
              
              
              By: 
      /s/ Howard Weingrow
              
              Name:  Howard
      Weingrow
              Title:
      Deputy Chairman and Executive Vice President
              
              
              /s/
      Israel Fisher
              Israel
Fisher