Item 1.01 Entry into a Material Definitive Agreement

Effective as of May 20, 2009, Medis Technologies Ltd. (the "Company") entered into a Secured Promissory Note (the "Knickerbocker Note") and Pledge Agreement (the "Pledge Agreement") with Knickerbocker Fine Arts Ltd. ("Knickerbocker"). Knickerbocker is an affiliate of Howard Weingrow, a former executive officer and director of the Company. Pursuant to the Knickerbocker Note and Pledge Agreement, Knickebocker loaned $50,000 to the Company at a yearly interest rate of 6%. The loan is secured by 500,000 ordinary shares of Cell Kinetics Ltd., a majority-owned subsidiary of the Company, which are beneficially owned by the Company. The maturity date of the loan and all accrued interest is August 18, 2009, and may be prepaid in whole or in part by the Company. The Knickerbocker Note and Pledge Agreement contain other customary provisions found in loans of this type, including relating to default provisions.

Effective as of May 17, 2009, the Company entered into a Promissory Note (the "Finkelshtain Note") with Gennadi Finkelshtain, the General Manager of More Energy Ltd., a wholly-owned subsidiary of the Company. Pursuant to the Finkelshtain Note, Mr. Finkelshtain loaned $50,000 to the Company at a yearly interest rate of 7%. The maturity date of the loan and all accrued interest is September 17, 2009, and may be prepaid in whole or in part by the Company. The Finkelshtain Note contains other customary provisions found in loans of this type, including relating to default provisions.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information included in Item 1.01 above is hereby incorporated by reference into this Item 2.03.

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