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EXHIBIT
10.1
[MEDIS LETTERHEAD]
As of April 23, 2009
Jose
Mejia
c/o Medis
Technologies Ltd.
805 Third
Avenue
New York, New
York 10022
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 equal to 3% 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.
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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 selling its
securities or consummating a business combination. All payments
du
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