SEVERANCE AGREEMENT

This Severance Agreement (this “ Agreement ”) is made and entered as of the 16 ^th day of February, 2009, 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 ROBERT K. LIFTON , an individual residing at 93 Black Brook Road, Bedford Village, New York  10506 (the “ Consultant ”).

WHEREAS , the Company and the Consultant are parties to that certain Consulting Agreement, dated as of February 9, 2008, a copy which is attached hereto as Exhibit A (the “ Consulting Agreement ”); and

WHEREAS , the Company and the Consultant desire to set forth herein their agreement with respect to all remuneration to be paid to the Consultant in connection with the expiration of his consulting relationship with the Company; and

WHEREAS , capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Consulting 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.    Severance Payments .

(a)   Upon the expiration of the Initial Term, the Company shall pay to Consultant, his heirs or the legal representatives of his estate, an amount equal to One Hundred Eighty Thousand Dollars ($180,000) (the “ Severance Amount ”), payable during the twelve (12) month period commencing on the date of the expiration of the Initial Term (the “ Severance Period ”).  The Severance Amount shall be payable at the times and in the manner the Company shall determine; provided, however, no less frequently than on a monthly basis.  The obligation of the Company to make any of the payments to Consultant required pursuant to the terms of this Agreement shall be conditioned upon the delivery by the Consultant of a general release, in form and substance reasonably satisfactory to the Company, by which the Consultant unconditionally, without any reservation, irrevocably and forever releases and discharges the Company and its affiliates, and their respective shareholders, members, partners, officers, directors, managers and employees (collectively, the “ Released Parties ”) of and from any and all claims, causes of action or demands, that the Consultant then has, or may have, against any of the Released Parties, other than claims arising under this Agreement.  The Company shall also deliver a general release, in form and substance reasonably satisfactory to the Consultant, by which the Company unconditionally, without any reservation, irrevocably and forever releases and discharges the Consultant, his heirs and the legal representatives of his estate (collectively, the “ Consultant Released Parties ”) of and from any and all claims, causes of action or demands, that the Company then has, or may have, against any of the Consultant Released Parties, other than claims arising under this Agreement.

(b)   In the event that the Company achieves Five Million Dollars ($5,000,000) in gross revenue during each of two consecutive fiscal quarters during the Severance Period, the Company shall be obligated to pay, and the Consultant shall be entitled to receive, an additional Thirty Thousand Dollar ($30,000) severance payment (the “ Bonus Severance Amount ”).  The Bonus Severance Amount shall be paid in a lump-sum installment on a date which is no later than thirty days after the last day of the applicable fiscal quarter.

(c)   The Consultant acknowledges and agrees that he shall have no further right to receive, and the Company shall have no obligation to pay, any amount in excess of the Severance Amount and the Bonus Severance Amount, if applicable, upon the expiration of the Initial Term.

2.    Covenants .   The Consultan