** **

**Exhibit 10.10**

**AMENDMENT TO LOAN AGREEMENT**

First Amendment (this “Amendment”) dated as of October24, 2002 but effective as of September 30, 2002 between MEDIS TECHNOLOGIES LTD.(the “Borrower”) and FLEET NATIONAL BANK (the “Bank”).

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

WHEREAS, the Borrower has requested that the Bankamend, and the Bank has agreed to amend certain provisions of the Agreement.

NOW, THEREFORE, the parties hereto hereby agree asfollows:

# 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 itits entirety to read as follows:

“Termination Date” shall mean December 26, 2003 or, ifsuch date is not a Business Day, the Business Day next succeeding such date.

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

## (a)           Eachand every of the representations and warranties set forth in the Agreementand/or the documents executed pursuant thereto or in connection therewith istrue as of the date hereof and with the same effect as though made on the datahereof, and is hereby incorporated herein in full by reference as if fullyrestated herein in its entirety.

## (b)           NoDefault or Event of Default and no event or condition which, with the giving ofnotice or lapse of time or both, would constitute such a Default or Event ofDefault, now exists or would exist.

# 4.             All obligations in connection with theAgreement are and shall continue to be (i) secured by the collateralreferenced in the Agreement and more fully described in one or more pledgeagreements in favor of the Bank and (ii) guaranteed by the Guarantorsreferenced in the Agreement 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 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 counterclaim (any such offset;defense or counterclaim as may exist being hereby irrevocably waived by suchguarantors).

# 

#  

# 6.             The amendments set forth herein arelimited precisely as written and shall not be deemed to (a) be a consentto or a waiver of any other term or condition of the Agreement or any of thedocuments referred to therein or (b) prejudice any right or rights whichthe Bank 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 deliveredit connection therewith, it shall be deemed to mean the Agreement as modifiedby this Amendment.

# 7.             This Amendment shall be effective as ofthe date first above written; *provided that* this Amendment shall not beeffective unless and until (i) the Bank shall have received counterpartsof this Amendment duly signed by the Borrower and Guarantors, (ii) theBorrower shall have paid all the fees and expenses of the Bank’s outsidecounsel in connection with the preparation and negotiation of this Amendment,which fees are estimated at $1,000.00 plus out-of-pocket expenses and(iii) the Bank shall have received evidence of such proper corporateorganization, existence, authority and appropriate corporate proceedings withrespect to the Borrower and the matters addressed by this Amendment and thedocuments, instruments and agreements executed pursuant hereto or in connectionherewith, and such other certificates, instruments, and documents as the Bankshall reasonably request.

# 8.             This Amendment may be executed by theparties hereto individually or in any combination, in one or more counterparts,each of which shall be an original and all of which shall together constituteone and the same agreement.

IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be duly executed and delivered by their respective dulyauthorized officers as of the date first above written.
|   | MEDIS TECHNOLOGIES LTD. |
|--------|-------------------------|
|   |                    |   |
|   | By:                     | /s/ Howard Weingrow |
|   |                    | Name: |
|   |                    | Title:  President |
|   |                    |
|   | FLEET NATIONAL BANK     |
|   |                    |   |
|   | By:                     | /s/ Susan S. Mathes |
|   |                    | Name:  Susan S. Mathes |
|   |                    | Title:  Vice President |

 

 

2

----

 

Each of the guarantors indicated below hereby consentto this Amendment and reaffirm their continuing liability under theirrespective guarantees in respect of the Agreement as amended hereby and all thedocuments, instruments and agreements executed pursuant thereto or inconnection therewith, without offset, defense or counterclaim (any such offset,defense or counterclaim as may exist being hereby irrevocably waived by suchguarantors).
|   | PLAZA HOTEL MANAGEMENT COMPANY |
|--------|--------------------------------|
|   |                           |   |
|   | By:                            | /s/ Howard  Weingrow |
|   |                           | Name: |
|   |                           | Title:   Partner |
|   |                           |   |
|   |                           | /s/ Howard  Weingrow |
|   |                           | Howard Weingrow, Individually |
|   |                           |   |
|   |                           | /s/ Robert  Lifton |
|   |                           | Robert Lifton, Individually |

 

3

----