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EXHIBIT
10.3
[MEDIS LETTERHEAD]
[Officer]
[Address]
[Address]
In light of the financial situation of Medis
Technologies Ltd., Medis hereby offers you the following bonus, to
incentivize you to stay with the company and continue to perform
and achieve the potential that Medis is capable of:
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You will
receive from Medis a bonus which, in the aggregate with bonuses
granted to other members of the management of Medis, is equal to 5%
of the net amount raised through the sale of its securities or the
aggregate value of a business combination, provided such sale of
securities or business combination is consummated within 90 days of
April 23, 2009, the date the Compensation Committee of Medis
approved this incentive arrangement. The actual amount of your
bonus will be determined in good faith by Medis subsequent to the
date of this letter.
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You acknowledge and understand that we can give
no assurance that we will be successful in raising capital through
the sale of securities or consummating a business combination.
Consequently, we may ultimately be unable to pay you the amounts
described in paragraph 1 above. Additionally, you will not be
entitled to the bonus described in paragraph 1 above if you cease
to work for Medis or its subsidiaries prior to Medis se
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