**Exhibit 10.19**

 

**AMENDMENT TO LOANAGREEMENT**

 

ThirdAmendment (this “Third Amendment”) dated as of September 30, 2003 between MEDISTECHNOLOGIES LTD. (the “Borrower”) and FLEET NATIONAL BANK (the “Bank”).

 

WHEREAS, theBorrower and the Bank are parties to a Loan Agreement dated as of December 29,2000 (the “Agreement”); and

 

WHEREAS, theBorrower and the Bank entered into the Second Amendment to the Agreement, datedas of February 20, 2003, amending the definition of Termination Date to readJuly 1, 2004; and

 

WHEREAS, theBorrower has requested that the Bank amend, and the Bank has agreed to amendcertain provisions of the Agreement.

 

NOW,THEREFORE, the parties hereto hereby agree as follows:

 

1.               All capitalized terms used herein,unless otherwise defined herein, have the same meanings provided therefor inthe Agreement.

 

2.               The definition of Termination Date asdefined in Section 1.1 (Defined Terms) of the Agreement is hereby amended inits entirety to read as follows:

 

“Termination Date” shall mean July 1, 2005 or, if such date isnot a Business Day, the Business Day next succeeding such date

 

3.               The Borrower hereby represents andwarrants to the Bank that:

 

(a)          Each and every of the representations andwarranties set forth in the Agreement and/or the documents executed pursuantthereto or in connection therewith is true as of the date hereof and with thesame effect as though made on the date hereof, and is hereby incorporatedherein in full by reference as if fully restated herein in its entirety.

 

(b)         No Default or Event of Default and no event orcondition which, with the giving of notice or lapse of time or both, wouldconstitute such a Default or Event of Default, now exists or would exist.

 

4.               All obligations in connection with theAgreement are and shall continue to be (i) secured by the collateral referencedin the Agreement and more fully described in one or more pledge agreements infavor of the Bank and (ii) guaranteed by the Guarantors referenced in theAgreement pursuant to Guarantees in favor of the Bank.

 

5.               By their execution of this amendment inthe space provided below, each of the guarantors indicated below hereby consentto this Third Amendment and reaffirm their continuing liability under theirrespective guarantees, in respect of the Agreement as amended hereby and allthe documents, instruments and agreements executed pursuant thereto or inconnection therewith, without offset, defense or 

 

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counterclaim (any such offset, defense or counterclaim as may existbeing hereby irrevocably waived by such guarantors).

 

6.               The amendments set forth herein arelimited precisely as written and shall not be deemed to (a) be a consent to ora waiver of any other term or condition of the Agreement or any of thedocuments referred to therein or (b) prejudice any right or rights which theBank may now have or may have in the future under or in connection with theAgreement or any documents referred to therein.  Whenever the Agreement is referred to in the Agreement or any ofthe instruments, agreements or other documents or papers executed and deliveredin connection therewith, it shall be deemed to mean the Agreement as modifiedby this Third Amendment.

 

7.               This Third Amendment shall be effectiveas of the date first above written; *provided that* this Third Amendment shallnot be effective unless and until (i) the Bank shall have received counterpartsof this Third Amendment duly signed by the Borrower and Guarantors, (ii) theBorrower shall have paid the Bank an administrative fee in connection with thisThird Amendment, which fee is $2,500.00 and (iii) the Bank shall have receivedevidence of such proper corporate organization, existence, authority andappropriate corporate proceedings with respect to the Borrower and the mattersaddressed by this Third Amendment and the documents, instruments and agreementsexecuted pursuant hereto or in connection herewith, and such othercertificates, instruments, and documents as the Bank shall reasonably request.

 

8.               This Third Amendment may be executed bythe parties hereto individually or in any combination, in one or morecounterparts, each of which shall be an original and all of which shalltogether constitute one and the same agreement.

 

IN WITNESSWHEREOF, the parties hereto have caused this Third Amendment to be dulyexecuted and delivered by their respective duly authorized officers as of thedate first above written.

 
|   | MEDIS  TECHNOLOGIES LTD. |
|--------|--------------------------|
|   |                     |
|   |                     |
|   | By:                      |   /s/  Howard Weingrow |   |
|   |                     | Name:  Howard Weingrow |
|   |                     | Title:  President |
|   |                     |   |
|   |                     |   |
|   | FLEET  NATIONAL BANK     |
|   |                     |   |
|   |                     |   |
|   | By:                      |   /s/  Michael M. Dwyer |   |
|   |                     | Name:  Michael M. Dwyer |
|   |                     | Title:  Senior Vice President |

 

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Each of theguarantors indicated below hereby consent to this Third Amendment and reaffirmtheir continuing liability under their respective guarantees in respect of theAgreement as amended hereby and all the documents, instruments and agreementsexecuted pursuant thereto or in connection therewith, without offset, defenseor counterclaim (any such offset, defense or counterclaim as may exist beinghereby irrevocably waived by such guarantors).

 
|   | PLAZA HOTEL  MANAGEMENT COMPANY |
|--------|---------------------------------|
|   |                            |   |
|   | By:                             |     /s/ |   |
|   |                            | Name: |   |
|   |                            | Title: |   |
|   |                            |   |   |
|   |                            |   |   |
|   |                            |     /s/ |   |
|   | Howard  Weingrow, Individually  |   |
|   |                            |   |
|   |                            |   |
|   |                            |     /s/ |   |
|   | Robert  Lifton, Individually    |   |

 

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