CONSULTING AGREEMENT

This CONSULTING AGREEMENT (this “ Agreement ”)   made as of the 16 ^th day of February, 2009 (the “ Effective Date ”), by and between MEDIS TECHNOLOGIES LTD., a Delaware corporation, having a principal place of business at 805 Third Avenue, New York, New York  10022 (the “ Company ”) and HOWARD WEINGROW, an individual residing at 51 Wheatley Road, Old Westbury, New York  11568 (the “ Consultant ”).

WHEREAS, the Company and the Consultant are parties to that certain Consultancy Agreement, dated as of January 2, 2000 (the “ Underlying Agreement ”); and

WHEREAS , the Company desires to continue to engage Consultant to render certain consulting services in furtherance of the business of the Company (the “ Business ”) and Consultant desires to continue to perform such services; and

WHEREAS, it is deemed to be to the mutual advantage of the Company and the Consultant to terminate the Underlying Agreement and to enter into a consulting relationship pursuant to the terms and conditions of this Agreement; and

WHEREAS , the Company and the Consultant are simultaneously entering into that certain Severance Agreement, dated as of the date hereof (the “ Severance Agreement ”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereof agree as follows:

1.   Relationship Between the Parties .

Consultant is hereby retained by the Company only for the purpose and to the extent set forth in this Agreement, and Consultant’s relation to the Company and its subsidiaries and affiliates shall, during the Term (as hereinafter defined), be that of an independent contractor.  It is expressly acknowledged and agreed by the parties that nothing contained in this Agreement shall be construed to create an employer/employee relationship. Consultant shall not be considered, under the provisions of this Agreement, or otherwise, as having an employee status or as being entitled to participate in any plans, arrangements or distributions by the Company or its affiliates pertaining to or in connection with any pension, stock, option, bonus, profit sharing or similar benefits for their regular employees.  Consultant shall be liable and responsible for the payment of all required federal, state and local withholding and employment taxes.  Consultant shall not be covered for any state unemployment insurance for the Services (as hereinafter defined) performed under this Agreement.

2.   Term .

The initial term of this Agreement shall be for a six (6) month period commencing on the Effective Date (the “ Initial Term ”).  The Initial Term may be renewed upon the prior written consent of the parties hereto at least thirty (30) days prior to the expiration of the Initial Term, subject to any additional terms and conditions as may be agreed upon the by the parties hereto (the “ Renewal Term ” and together with the Initial Term, the “ Term ”).

3.   Duties .

(a)   Duties of Consultant .

(i)    Consultant shall render financial and treasury related services as they relate to the Business (the services set forth in this paragraph are hereinafter collectively referred to as the “ Services ”).

(ii)   Consultant shall devote such time and effort to the Company as may be reasonably required to render the Services.  All Services rendered by Consultant hereunder shall be conducted in compliance with all applicable laws, statutes, ordinances, rules, regulations and standards.

(iii)   Consultant may work any hours he chooses and may, but is not required to, work out of the Company offices.

(iv)   Consultant shall not sign the name of the Company to any contract or agreement or bind the Company in any respect (whether by a written contact or a verbal agreement), it being the express understanding that Consultant shall have no authority to do so.

4.   Compensation .

In consideration of the Services to be rendered by Consultant during the Term, the Company shall pay Consultant a monthly fee equal to Sixteen Thousand Six Hundred Sixty Seven Dollars ($16,667), or a pro rata portion thereof in respect of any partial month during the Term (the “ Monthly Fee ”).  The Monthly Fee shall be payable in accordance with the Company’s customary payroll practices.  The Consultant is not entitled to and shall not receive any other form of remuneration in payment for the Services rendered pursuant to this Agreement, except as expressly provided in the Severance Agreement.

5.   Reimbursement of Expenses .

During the Term, the Company shall reimburse Consultant for ordinary and necessary business and travel expenses reasonably incurred in the performance of the Services which have been approved in advance by the Company.  Consultant shall submit all necessary documentation substantiating such expenses as may be required by the Company.

6.   Confidential Information .

(a)   In his performance of the Services hereunder or otherwise, Consultant may come into contact with, become aware of or develop information, data and/or communications of a commercially sensitive, proprietary nature which, if disclosed, could have an adverse effect on the Company’s assets, liabilities, revenues, costs, profits, standing in the community, its business reputation, operations or competitive position or the assets, liabilities, revenues, costs, profits, standing, business reputation, operations or competitive position of any of the Company’s subsidiaries or affiliates (“ Confidential Information ”).

(b)   As used herein, Confidential Information includes, but is not limited to, financial data; customer, vendor or shareholder or member lists or data; business or marketing plans; projects or competitive strategies; technical or strategic information about the Business or strategies to market or distribute its services or products; information relating to any Company product or service; technique development plans; training plans and strategies; economic or

commercially sensitive information, policies, practices, procedures or techniques; trade secrets; merchandising or sales strategies or plans; educational strategies; terms of agreements with third parties and third party trade secrets; information about the Company’s and its affiliates’ and subsidiaries’  employees, compensation or other human resources policies, plans and procedures, or any other nonpublic material or information relating to the Company’s or its subsidiaries’ and affiliates’ business activities, communications, ventures, operations, products, services or strategies.

(c)   Consultant hereby acknowledges that the Confidential Information is not readily available to the public and accordingly, Consultant shall not disclose to anyone, other than in connection with the provision of the Services hereunder, any Confidential Information, or utilize such Confidential Information for his own benefit, or the benefit of any third parties, during the Term or at any time thereafter.  Consultant agrees that all