**EXHIBIT
      10.1**


CONSULTANCY
      AGREEMENT




THIS
      CONSULTANCY AGREEMENT ("Agreement") is made as of the 1st day of January, 2003
      between More Energy Ltd. (the “Company") and HT Consultants, Inc. (the
“Consultant”), (together with the Company, the "Parties", and each individually
      a "Party").




W I T N E S S E T H:




WHEREAS,
      the Company desires to engage the services of the Consultant to advise the
      Company on management, financial and business development of the
      Company;




WHEREAS,
      the Consultant is willing and able to undertake engagement with the Company
      subject to the terms and conditions stated herein,




NOW,
      THEREFORE, the Company and the Consultant agree as follows:




1.
            Services.




(a) The
      services to be provided by the Consultant hereunder (the "Services") shall
      be:




(i) to
      advise
      and assist the company on management and business development policy and issues;
      and




(ii) to
      advise
      and assist the company in the area of financing; and




(iii) to
      advise
      and assist the company in managing its relationship with legal, financial and
      business advisers; and




(iii) to
      provide such additional services relating to the management of the company
      as
      the Company may request from time to time, (the "Additional Services"), as
      mutually agreed between the Company and the Consultant.




(b) It
      is
      expressly understood that the Company is not engaging the Consultant to provide
      legal advice or perform legal services and that the Consultant shall not serve
      as the Company's legal advisor or attorney in any capacity. Furthermore the
      Consultant's relationship with the Company is as an independent contractor
      and
      not as an employee and the parties do not intend to create an employee employer
      relationship as a result of this Agreement.




2.
            Term.
                This Agreement shall have an initial term (the "Base Term") of twelve
                (12)
                months, commencing on the date first written above. The Base Term
                shall be
                automatically extended for additional twelve (12) month periods unless
                terminated by a written executed letter of termination by either
                Party
                thirty days prior to the end of the respective term period. The Base
                Term
                and any renewal terms are collectively referred to herein as the
                "Term".




3.
            Compensation.
                During the Term, the Company shall pay the Consultant in accordance
                with
                the following:




1




(a) Retainer.
      The Company shall pay to the Consultant a monthly retainer equal to Twelve
      thousands US Dollars (US$ 12,000) (the "Retainer"). The amount of the Retainer
      shall be paid monthly prorated for any partial calendar month of the Term.
      Payment of the Retainer to the Consultant shall be made net thirty days from
      the
      submission of invoices by the Consultant.




(b) Expenses:
      The Company will pay for any business expenses incurred by the Consultant n
      the
      performance of his Consulting services hereunder. The Consultant will be
      entitled to a cellular phone on account of the Company as well as a Company
      credit card to be used only in the case of foreign travel for the Company.
      The
      Consultant shall travel business class when traveling abroad for the
      Company.




(c) The
      Company shall also pay to the Consultant any applicable Value Added Tax against
      appropriate documentation.




4.
            Termination
                by the Consultant. In the event of the failure in any material way
                of the
                Company to fulfill any of its material obligations under this Agreement
                (hereinafter "Breach"), the Consultant, after furnishing the Company
                with
                thirty (30) days prior written notice and the opportunity to cure,
                shall be entitled to terminate this Agreement (and thus terminate
                the
                Term) in the absence of any cure by the
                Company.




5.
            Termination
                by the Company. During the Term or an extended term, the Company
                shall be
                entitled, by thirty days notice in writing, to terminate this Agreement
                for any reason whereupon this Agreement shall terminate thereafter
                immediately and the Company shall no longer be obligated to make
                further
                payments to the Consultant except for any accrued and unpaid amounts
                due
                to the Consultant prior to such date.




6.
            Company
                Matters, Restrictive Covenants.




(a) Non-Compete.
      The Consultant hereby acknowledges and recognizes that the services the
      Consultant is to render are of a special character with a unique value to the
      Company, the loss of which cannot adequately be compensated by damages in an
      action at law. In light of the foregoing, and because of the proprietary or
      confidential information to be obtained by or disclosed to the Consultant,
      the
      Consultant covenants and agrees that during the term of this Agreement and
      for
      one year thereafter, he shall not engage in or assist others to engage in any
      activity which is competitive with the business of the Company or its
      affiliates.




(b) Confidentiality.
      The Consultant and the Company shall not disclose to any other Party the terms
      of this Agreement, without the prior written consent of the Company or as
      otherwise required by law.




7.
            Miscellaneous.




(a) Entire
      Agreement, Binding Effect. This Agreement sets forth the entire understanding
      between the Parties as to the subject matter of this Agreement and merges and
      supersedes all prior agreements, commitments, representations, writings and
      discussions between them; and neither of the Parties shall be bound by any
      obligations, conditions, warranties or representations with respect to the




2




subject
      matter of this Agreement, other than as expressly provided in this Agreement
      or
      as duly set forth on or subsequent to the date hereof in writing and signed
      by
      the proper and duly authorized representative of the Party to be bound hereby.
      This Agreement is binding on the Consultant and on the Company and their
      respective successors and assigns (whether by assignment, by operation of law
      or
      otherwise).




(b) Severability.
      The Parties hereby agree that if any particular provision or section of this
      Agreement is adjudicated to be invalid or unenforceable, the remainder of the
      provisions and sections of this Agreement shall not thereby be affected and
      shall be given full effect, without regard to the invalid or unenforceable
      provisions.




(c) Notices.
      All notices, approvals, consents, requests or demands required or permitted
      to
      be given under this Agreement shall be in writing and shall be deemed
      sufficiently given three business days after being deposited in the mail,
      registered or certified, postage prepaid, on receipt if hand delivered or sent
      by facsimile (answer-back received) or one business day after being given to
      a
      reputable overnight courier and addressed to the Party entitled to receive
      such
      notice at the following address (or other such addresses as the Parties may
      subsequently designate):






Company:
            More Energy Ltd.14 Shabazi Street, P.O. Box
              132Yehud, Israel, 56191Attention: Israel Fisher,
              CFOConsultant:
            HT Consultants Inc.c/o 805 3rdAvenueNY, NY, 10022Email:
              jweiss@medisel.co.il





If
      notice
      is given by any other written method, it shall be deemed effective when actually
      received.




(d) Waivers.
      No Party shall be deemed to have waived any right, power or privilege under
      this
      Agreement or any provisions hereof unless such waiver shall have been duly
      executed in writing and acknowledged by the Party to be charged with such
      waiver. The failure of a Party at any time to insist on performance of any
      of
      the provisions of this Agreement shall in no way be construed to be a waiver
      of
      such provisions, nor in any way to affect the validity of this Agreement or
      any
      part hereof. No waiver of any breach of this Agreement shall be held to be
      a
      waiver of any other subsequent breach.




(e) Governing
      Law; Jurisdiction. This Agreement shall be governed by, and construed and
      enforced in accordance with, the laws of the State of Israel.




(f) Counterparts.
      This Agreement may be executed in multiple counterparts, each of which shall
      be
      deemed to be an original, and all such counterparts shall constitute but one
      instrument




3




IN
      WITNESS WHEREOF, the Parties have duly executed this Agreement on the date
      first
      written above.







HT
      Consultants Inc.


By:  
      /s/ Jacob Weiss





Name: Jacob
      Weiss


Title: President








More
      Energy Ltd.





By: 
      /s/ Gennadi Finkelshtain





Name: Gennadi
      Finkelshtain


Title: General Manager





By: 
      /s/ Israel Fisher


Name: Israel
      Fisher


Title: CFO ______






4