**PROMISSORY
NOTE**
  **Dated:
April 25, 2005**
  **$140,000.00**
  FOR VALUE
RECEIVED, the undersigned (the “ Borrower ”) hereby
promises to pay to the order of Medis Technologies Ltd. (“ Medis ”), a
Delaware corporation, or its assigns (Medis and any subsequent holder of this
Note being hereinafter sometimes referred to as the “ Holder ”), One
Hundred Forty Thousand Dollars ($140,000.00), in lawful money of the United
States of America, on September 30, 2005 (the “ Maturity
Date ”). The
Borrower further promises to pay interest on the unpaid principal balance of
this Note from time to time outstanding at a rate equal to 3.35% per annum,
until the entire principal amount hereof has been paid in full. Interest on this
Note shall be due and payable monthly. All accrued and unpaid interest shall be
paid in full on the Maturity Date. To avoid any possible confusion the Borrower
acknowledges that amounts due under this Note are in addition to principal and
interest amounts due under the Borrower’s note in favor of Medis dated January
18, 2005 and such note remains in force pursuant to its provisions
notwithstanding the execution and performance of this Note.
  This Note
is subject to the following further terms and conditions:
  1.  All
payments of principal and of interest on this Note shall be made at the
principal offices of Medis or at such other location either within or outside of
the United States of America as may be designated from time to time in writing
by notice given by the Holder to the Borrower.
  2.  Monthly
interest payments shall be deducted from the monthly consulting fee that the
Borrower receives from the Holder.
  3. (a) The
Borrower may, at the Borrower’s option, prepay this Note in whole or in part at
any time or from time to time without penalty or premium.
 
 (b) The
Borrower is the beneficial owner of certain warrants to purchase common stock of
Medis, issued to the Borrower in connection with the Borrower’s consulting
agreement with Medis (the “Warrants”). Upon the sale of any shares issued
pursuant to the exercise of the Warrants, the Borrower shall immediately apply
the proceeds from such sale, less the exercise price of the Warrants, to prepay
this Note. Such prepayment would be in addition to any prepayment required
pursuant to the Borrower’s note in favor of the Company dated January 18,
2005.
  4.  Notwithstanding
any other provision of this Note, the entire principal amount outstanding, and
any accrued interest, shall be due and payable on the earliest of (a) the
Maturity Date, or (b) three months following the termination of the Borrower
providing consulting services to the Holder or any of its
affiliates.
  
 
 5.  Any
repayments made under this Note shall be first applied to the payment of any
unpaid and accrued interest and then to the payment of the principal amount
outstanding hereunder.
  6. (a) Upon the
failure of the Borrower to pay the principal and/or interest on the Note when
and as the same becomes due and payable, whether at maturity thereof, upon the
occurrence of an event requiring mandatory prepayment under Section 3(b) hereof,
or upon the Borrower’s termination of providing consulting requiring payment in
full under Section 4 hereof, and such failure to pay principal and/or interest
continues for ten (10) days; or (b) if the Borrower shall file a petition in
bankruptcy or for an arrangement or any similar relief pursuant to Title 11 of
the United States Code or under any similar present or future federal law or the
law of any other jurisdiction or shall be adjudicated a bankrupt or insolvent,
or consent to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of all or
any substantial part of the Borrower’s property, or shall make a general
assignment for the benefit of creditors, or shall admit the Borrower’s inability
to pay the Borrower’s debts generally as they become due, or shall take any
action in furtherance of any of the foregoing and such event is not cured within
60 days (each of the events described in clauses (a) and (b) being referred to
herein as an “Event of Default”), then, and in any such event, the Holder may
declare, by written notice of the Event of Default given to the Borrower, the
entire principal amount of this Note to be forthwith due and payable, whereupon
the entire principal amount of this Note outstanding and any accrued and unpaid
interest hereunder shall become due and payable without presentment, demand,
protest, notice of dishonor and all other demands and notices of any kind, all
of which are hereby expressly waived.
  7. (a) The
validity, performance and enforcement of this Note shall be governed by the laws
of the State of New York, without giving effect to the principles of the
conflicts of law thereof.
 
 (b) Any
litigation based hereon, or arising out of, under, or in connection with, this
Note shall be brought and maintained exclusively in the courts of the State of
New York or in the United States District Court for the Southern District of New
York. The Borrower hereby expressly and irrevocably submits to the personal
jurisdiction of the courts of the State of New York and of the United States
District Court for the Southern District of New York for the purpose of any such
litigation as set forth above and irrevocably agrees to be bound by any judgment
rendered thereby in connection with such litigation, subject to such Borrower’s
right to contest such judgment by motion or appeal on any grounds not expressly
waived in this Section 7(b). The Borrower hereby irrevocably consents to
the service of process by registered mail, postage prepaid, or by personal
service within or without the State of New York. The Borrower hereby expressly
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may have or hereafter may have to the laying of venue of any such
litigation brought in any such court referred to above and any claim that any
such litigation has been brought in an inconvenient forum. To the extent that
the Borrower has or hereafter may acquire any immunity from jurisdiction of any
court or from any legal process (whether through service or notice, attachment
prior to judgment, attachment in aid of execution or otherwise) with respect to
the Borrower or the Borrower’s property, the Borrower hereby irrevocably waives
such
 
 -2-
 
 immunity
in respect of its obligations under this Note. The Borrower hereby expressly
waives the right to a trial by jury for the purpose of any such litigation as
set forth above.
 
 (c) If the
date set for payment of principal or interest hereunder is a Saturday, Sunday or
legal holiday, then such payment shall be due on the next succeeding business
day.
 
 (d) The
Borrower hereby waives presentment, demand, protest, notice of dishonor,
diligence and all other notices, any release or discharge arising from any
extension of time, discharge of a prior party, release of any or all of any
security given from time to time for this Note, or other cause of release or
discharge other than actual payment in full hereof.
 
 (e) The
Borrower shall not be deemed, by any act or omission, to have waived any of its
rights or remedies hereunder unless such waiver is in writing and signed by the
Holder and then only to the extent specifically set forth in such writing. A
waiver with reference to one event shall not be construed as continuing or as a
bar to or waiver of any right or remedy as to a subsequent event. No delay or
omission of the Holder to exercise any right, whether before or after a default
hereunder, shall impair any such right or shall be construed to be a waiver of
any right or default, and the acceptance at any time by the Holder of any
past-due amount shall not be deemed to be a waiver of the right to require
prompt payment when due of any other amounts then or thereafter due and
payable.
 
 (f) To the
extent permitted by law, the remedies of the Holder as provided herein, or any
one or more of them, or in law or in equity, shall be cumulative and concurrent,
and may be pursued singularly, successively or together at the Holder’s sole
discretion, and may be exercised as often as occasion therefor shall
occur.
 
 (g) If any
provisions of this Note would require the Borrower to pay interest hereon at a
rate exceeding the highest rate allowed by applicable law, the Borrower shall
instead pay interest under this Note at the highest rate permitted by applicable
law.
  /s/MICHELLE RUSH
 
 
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  AMENDMENT
  TO
  PROMISSORY
NOTE
  AMENDMENT,
dated as of May 9, 2005, between Michelle Rush (“ Borrower "), and
Medis Technologies Ltd., a Delaware corporation (" Lender ").
  WHEREAS,
Borrower has heretofore delivered to Lender a Promissory Note, dated as of April
25, 2005 (the " Note ");
and
  WHEREAS,
Borrower and Lender desire to amend the Note as hereinafter set
forth.
  NOW,
THEREFORE, **** the
parties agree as follows:
  1. The Note
is hereby amended by deleting in its entirety section 6 and replacing same with
the following:
  6.  (a)
Holder may, by written notice to Borrower, at any time and at its option,
declare the outstanding principal amount of this Note plus all accrued but
unpaid interest due and payable upon the occurrence of any of the following
events (" Events
of Default "): (i)
The failure of the Borrower to pay the principal and/or interest on the Note
when and as the same becomes due and payable, and such failure to pay principal
and/or interest continues for ten (10) days; or (ii) If the Borrower shall file
a petition in bankruptcy or for an arrangement or any similar relief pursuant to
Title 11 of the United States Code or under any similar present or future
federal law or the law of any other jurisdiction or shall be adjudicated a
bankrupt or insolvent, or consent to the appointment of or taking possession by
a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of all or any substantial part of the Borrower’s property, or
shall make a general assignment for the benefit of creditors, or shall admit the
Borrower’s inability to pay the Borrower’s debts generally as they become due,
or shall take any action in furtherance of any of the foregoing and such event
is not cured within 60 days.
  (b)
Borrower hereby pledges and grants to Holder a security interest in the
Collateral (as defined below) and all of the proceeds thereof to secure the
performance of all obligations of Borrower under this Note. As used in this
Note, the term " Collateral " shall
mean all of Borrower’s right, title and interest in and to the Borrower’s assets
and all consideration therefor or replacements thereof, including but not
limited to the Warrants. Maker agrees to execute and deliver to Holder any and
all documents or instruments reasonably requested by Holder to perfect the
security interest granted hereby, including, without
 
 
 
 limitation,
a UCC-1 financing statement and authorizes the Holder to do the foregoing in the
Borrower’s name. Without limitation to any other right or remedy under this Note
or at law or in equity, upon the occurrence of an Event of Default, Holder shall
have and may exercise all of the rights and remedies of a secured party under
the Uniform Commercial Code as enacted in any state governing the exercise of
remedies with respect to the Collateral.
   (c) This
Note represents a full recourse obligation of the Borrower, and the Holder shall
have all rights and remedies available to it at law or in equity with respect
hereto upon the occurrence of an Event of Default.
  3.  Except as
expressly amended hereby, the Note shall remain in full force and
effect.
  IN
WITNESS WHEREOF, **** Borrower
and Lender have executed this Amendment as of the date hereinabove set
forth.
  
  MICHELLE
      RUSH, BorrowerBy:
    /s/ MICHELLE RUSH
  MEDIS
      TECHNOLOGIES LTD., LenderBy:
    /s/ Michael S. Resnick
 
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