EXHIBIT
      10.5


**MEDIS
      TECHNOLOGIES LTD.**


**2007
      EQUITY INCENTIVE PLAN**




**RESTRICTED
      SHARE AGREEMENT**






AGREEMENT,
      dated as of [_____] [__], 2007, between Medis Technologies Ltd., a Delaware
      corporation (the “Company”), and [__________] (the “Grantee”).




**W
      I T N E S S E T H:**




WHEREAS,
      as of April 18, 2007, the Company adopted the Medis Technologies Ltd. 2007
      Equity Incentive Plan (the “Plan”), which Plan authorizes, among other things,
      the grant of restricted shares of common stock, $.01 par value (“Common Stock”),
      of the Company to directors, officers and employees of the Company and to other
      individuals; and




WHEREAS,
      the Company’s Compensation Committee, as administrator of the Plan, has
      determined that it would be in the best interests of the Company to grant the
      Restricted Shares documented herein.




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




1  Definitions.  Capitalized
      terms not defined in this Agreement shall have the meaning ascribed to such
      terms in the Plan.




2  Grant
      of Restricted Shares. Subject to the terms and conditions of the Plan and as
      set forth herein, the Company hereby grants to the Grantee, as of date hereof,
      [_____] Restricted Shares of Common Stock (the “Restricted Stock”).




3  Vesting.
      Subject to such further limitations as are provided in the Plan and as set
      forth
      herein, the Restricted Stock shall vest as follows:




**Exercise
                  Date**
            
            
            **Restricted
                  Stock (U.S.)**
            
            
            **102
                  Capital Gains**
                **Track
                  Restricted**
                **Stock
                  Award (with**
                **Trustee)
                  (Israel)**
            
            
            **102
                  Ordinary**
                **Income
                  Track**
                **Restricted**
                **Stock
                  Award**
                **(with
                  Trustee)**
                **(Israel)**
            
            
            **102
                  Non-**
                **Trustee**
                **Restricted**
                **Stock**
                **Award**
                **(Israel)**
            
            
            **3(9)**
                **Restricted**
                **Stock**
                **Award**
                **(Israel)**




4  Termination
      of
      Employment.
      (a)If the
      Grantee does not remain employed by the Company through the Vesting
      Dateset forth in Section
      3, all shares of
      Restricted Stock not vested as of the date Grantee is no longer employed by
      the
      Company will be forfeited(the “Forfeited Shares”), the Grantee shall not have any rights to any of the
      Forfeited Shares and any stock certificates then held by the Grantee
      representing the Forfeited Shares shall be cancelled and
      voided.  Notwithstanding the foregoing, in the event theGrantee's
      employment is terminated due to
      death or Disability, all shares of Restricted Stock held by theGranteeat the time ofsuch death oremployment
      terminationdue to such Disabilityshall immediately become vested and
      released from restriction as of such date.




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(b)           In
      the event the Grantee’s employment with the Company shall terminate (other than
      on account of death or Disability) prior to the end of the Restricted Period,
      or
      any other event causing the forfeiture of the Restricted Stock prior to a
      Vesting Date, the Grantee shall be obligated immediately to redeliver to the
      Company any stock certificates representing the Forfeited Shares. No payment
      by
      the Company will be due to the Grantee for the Forfeited Shares.




5  Certificate
      Legend.  The share certificate evidencing the Restricted Stock
      issued hereunder shall be endorsed with the following legend or a legend
      substantively similar thereto:




THE
      RESTRICTED SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
      INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR
      DISTRIBUTION THEREOF.  NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT
      AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE
      SECURITIES ACT OF 1933.




THE
      RESTRICTED SHARES REPRESENTED HEREBY ARE SUBJECT TO A RESTRICTION ON TRANSFER
      PURSUANT TO THE PROVISIONS OF AN AGREEMENT BETWEEN THE COMPANY AND THE HOLDER
      OF
      SUCH RESTRICTED SHARES, AND MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE TERMS OF
      SUCH AGREEMENT.






6  Removal
      of Certificate Legend.  After the completion of the Restricted
      Period, the Grantee shall be entitled to have the legend required by
      Section 5 of this Agreement removed from the applicable stock certificates
      for the shares of Restricted Stock that have not been forfeited; provided,
      however, that the first paragraph of such certificate legend shall not be
      removed unless the shares are in fact registered under the Securities Act or
      the
      Company is satisfied that registration is not required thereunder, in its sole
      discretion.




7  Non−Transferability
      of Restricted Stock. The Restricted Stock shall not be sold, assigned,
      transferred, pledged, hypothecated or otherwise disposed of during the
      Restricted Period.




8  No
      Special Employment Rights. The granting of the Restricted Stock shall not be
      construed to confer upon the Grantee any right with respect to the continuation
      of his or her employment by the Company (or any subsidiary of the Company)
      or
      interfere in any way with the right of the Company (or any subsidiary of the
      Company), subject to the terms of any separate employment agreement to the
      contrary, at any time to terminate such employment or to increase or decrease
      the compensation of the Grantee from the rate in existence as of the date
      hereof.




9  Tax
      Consequences.  (a)  All tax consequences under any
      Applicable Law which may arise from the grant of the Restricted Stock, the
      sale
      or disposition of any shares granted




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hereunder
      or from any other action of the Grantee in connection with the foregoing shall
      be borne and paid solely by the Grantee, and the Grantee shall indemnify the
      Company, and its Subsidiaries and Affiliates, and shall hold them harmless
      against and from any liability for any such tax or penalty, interest or
      indexation thereon. The Grantee agrees to, and undertakes to comply with, any
      ruling, settlement, closing agreement or other similar agreement or arrangement
      with any tax authority in connection with the foregoing which is approved by
      the
      Company.  The Grantee is advised to consult with a tax advisor with
      respect to the tax consequences of receiving the Restricted Stock. The Company
      does not assume any responsibility to advise the Grantee on such matters, which
      shall remain solely the responsibility of the Grantee.




(b)           The
      Grantee may elect to be immediately taxed on the Restricted Stock for
      United States Federal tax purposes under Section 83(b) of the Code. The
      Grantee shall notify the Company of his or her election within thirty
      (30) days of the date hereof.




(c)           The
      Grantee shall notify the Company in writing promptly and in any event within
      ten
      (10) days after the date on which the Grantee first obtains knowledge of any
      tax
      bureau inquiry, audit, assertion, determination, investigation, or question
      relating in any manner to the Restricted Stock granted or received hereunder
      and
      shall continuously inform the Company of any developments, proceedings,
      discussions and negotiations relating to such matter, and shall allow the
      Company and its representatives to participate in any proceedings and
      discussions concerning such matters.  Upon request, the Grantee shall
      provide to the Company any information or document relating to any matter
      described in the preceding sentence, which the Company, in its discretion,
      requires.




(d)           To
      the extent a 102 Restricted Stock Award is designated above, you declare and
      acknowledge: (i) that you fully understand that Section 102 of the Israeli
      Income Tax Ordinance and the rules and regulations enacted thereunder apply
      to
      the Restricted Stock specified in this Agreement and to you; and (ii) that
      you
      understand the provisions of Section 102, the tax track chosen and the
      implications thereof. With respect to Restricted Stock granted under Section
      102, the terms of such Restricted Stock shall also be subject to the terms
      of
      the Trust Agreement made between the Company and the Trustee for the benefit
      of
      the Grantee, as well as the requirements of the Israeli Income Tax Commissioner.
      The grant of Restricted Stock hereunder is further conditioned upon the Grantee
      signing all documents requested by the Company or the Trustee, in accordance
      with and under the Trust Agreement. A copy of the Trust Agreement is available
      for the Grantee’s review, during normal working hours, at the Company’s
      offices.




10  Investment
      Representations.  In connection with the receipt of the Restricted
      Stock, the Grantee represents to the Company the following:




(a) 
      The Grantee is receiving these securities for investment for his or her own
      account only and not with a view to, or for resale in connection with, any
      “distribution” thereof within the meaning of the Securities Act.




(b) 
      The Grantee understands that the securities have not been registered under
      the
      Securities Act.




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(c) 
      The Grantee further acknowledges and understands that the securities must be
      held indefinitely unless they are subsequently registered under the Securities
      Act or an exemption from such registration is available.  The Grantee
      further acknowledges and understands that the Company is under no obligation
      to
      register the securities.  The Grantee understands that the certificate
      evidencing the securities will be imprinted with a legend which prohibits the
      transfer of the securities unless they are registered or such registration
      is
      not required in the opinion of counsel satisfactory to the Company.





11  Rights
      of Stockholder. Except with regard to restrictions on selling, assigning,
      transferring, pledging, hypothecating, encumbering or otherwise
      disposing the Restricted Stock, the Grantee will generally have all rights
      of a shareholder of the Company with respect to the shares of Restricted Stock
      from the date of grant until forfeiture, if any, pursuant to Section 4,
      including, without limitation, the right to receive dividends with respect
      to
      such Restricted Stock and the right to vote such Restricted Stock, subject
      to
      any restrictions in this Agreement or in the Plan.




12  Amendment.
      Subject to the terms and conditions of the Plan, the Committee may amend this
      Agreement with the consent of the Grantee when and subject to such conditions
      as
      are deemed to be in the best interests of the Company and in accordance with
      the
      purposes of the Plan.




13  Notices.
      Any communication or notice required or permitted to be given hereunder shall
      be
      in writing, and, if to the Company, to its principal place of business,
      attention: Secretary, and, if to the Grantee, to the address as appearing on
      the
      records of the Company. Such communication or notice shall be deemed given
      if
      and when (a) properly addressed and posted by registered or certified mail,
      postage prepaid, or (b) delivered by hand.




14  Incorporation
      of Plan by Reference. The shares of Restricted Stock are granted pursuant to
      the terms of the Plan, the terms of which are incorporated herein by reference,
      and the Restricted Stock shall in all respects be interpreted in accordance
      with
      the Plan. In the event of any inconsistency between the Plan and this Agreement,
      the Plan shall govern.  The Board or the Committee, whichever shall
      then have authority to administer the Plan, shall interpret and construe the
      Plan and this Agreement, and their interpretations and determinations shall
      be
      conclusive and binding upon the parties hereto and any other person claiming
      an
      interest hereunder, with respect to any issue arising hereunder or
      thereunder.




15  Acknowledgement.  The
      Grantee acknowledges receipt of the copy of the Plan attached hereto as Exhibit
      A.




16  Governing
      Law. The validity, construction and interpretation of this Agreement shall
      be governed by and determined in accordance with the laws of the State of New
      York.




**[SIGNATURES
      ON NEXT PAGE]**







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






MEDIS
                TECHNOLOGIES LTD.
              
              
              By:
                ____________________________________
              Name:
              Title:
              
              
              GRANTEE:
              
              _________________________________________
              Name:












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**Exhibit
      A**









**2007
      Equity Incentive Plan**

























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