EXHIBIT 10.45

       

       

      CAPITA

       

      
         

        
          	DATED	
                  2008

                
	 	 
	
                   

                   

                   

                   

                   

                	 
	
                   

                  DEPOSITORY
      AGREEMENT

                  


MEDGENICS,
      INC.

and


                   

                  CAPITA
      IRG TRUSTEES LIMITED

                   

                


        

         

         

         

         

         

      

    

    
       

    

    
      Capita
IRG Trustees Ltd

    

    
      The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Registered in England No.
2729260

    

    
      Capita
IRG Trustees Ltd is authorised and regulated by the Financial Services
Authority

       

       

        
          

        

      

       

      
        	Depository Interest
      Facility
Depository Agreement	
                Version 1.1  
      
Document A1

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    
      CONTENTS

    

    
                                                                                                                                   

    

    
      	CLAUSE	 	
              PAGE

            
	 	 	 
	
              1.

            	
              DEFINITIONS
      AND INTERPRETATION

            	
              3

            
	
              2.

            	
              APPOINTMENT

            	
              5

            
	
              3.

            	
              GENERAL OBLIGATIONS, ACKNOWLEDGEMENTS AND
      UNDERTAKINGS OF THE PARTIES

            	
              5

            
	
              4.

            	
              FEES,
      CHARGES AND EXPENSES

            	
              9

            
	
              5.

            	
              ASSISTANCE
      BY THE COMPANY

            	
              9

            
	
              6.

            	
              DIVIDENDS
      AND DISTRIBUTIONS

            	
              10

            
	
              7.

            	
              INDEMNITY
      IN RESPECT OF THIRD PARTY CLAIMS

            	
              10

            
	
              8.

            	
              COMMENCEMENT, TERM AND TERMINATION OF
      APPOINTMENT

            	
              11

            
	
              9.

            	
              CONSEQUENCES
      OF TERMINATION

            	
              11

            
	
              10.

            	
              FORCE
      MAJEURE

            	
              12

            
	
              11.

            	
              CONFIDENTIAL
      INFORMATION

            	
              12

            
	
              12.

            	
              DELEGATION

            	
              13

            
	
              13.

            	
              WAIVER

            	
              13

            
	
              14.

            	
              ENTIRE
      AGREEMENT

            	
              13

            
	
              15.

            	
              COSTS

            	
              14

            
	
              16.

            	
              NO
      PARTNERSHIP

            	
              14

            
	
              17.

            	
              NOTICES

            	
              14

            
	
              18.

            	
              GOVERNING
      LAW AND JURISDICTION

            	
              15

            
	
              19.

            	
              THIRD
      PARTY RIGHTS

            	
              15

            
	
              20.

            	
              COUNTERPARTS

            	
              16

            


    

    
       

      
        
          
          

        

        
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      THIS DEED is made on                                2008

    

     

    
      BETWEEN:

    

    
       

      MEDGENICS, INC. (File No.
3166521) a company incorporated and registered in the State of Delaware, United
States of America, whose registered office is at 2711 Centreville Road, Suite
400, in the City of Wilmington, 19808, County of New Castle, Delaware, United
States of America (the "Company");
and

    

    
       

      CAPITA IRG TRUSTEES LIMITED
(Registered No. 2729260) whose registered office is at The Registry, 34
Beckenham Road, Beckenham, Kent, BR3 4TU (the "Depository").

    

    
       

      RECITALS

    

    
       

      
        	
                (A)

              	
                The
      Company wishes to appoint the Depository to constitute and issue from time
      to time, upon the terms of the Deed Poll (as defined below) executed or to
      be executed by the Depository on or about the date of this Agreement,
      series of uncertificated depository interests, each such series
      representing a particular class of securities issued by the Company, with
      a view to facilitating the indirect holding of, and settlement of
      transactions in, such securities of each class concerned by participants
      in CREST and the Depository wishes to accept such
    appointment.

              


      

    

    
       

      
        	
                (B)

              	
                The
      Deed Poll sets out, among other things, the terms upon which such
      depository interests will be
issued.

              


      

    

    
       

      
        	
                (C)

              	
                The
      Depository has agreed, among other things, that it shall comply and shall
      procure that certain other persons comply, with the terms of the Deed Poll
      and to provide certain other services in connection with such depository
      interests.

              


      

    

    
       

      THE
PARTIES AGREE AS FOLLOWS:

    

    
       

      
        	
                1. 

              	
                DEFINITIONS
      AND INTERPRETATION

              


      

    

    
       

      
        	
                1.1

              	
                The
      following words and expressions shall, unless the context otherwise
      requires, have the following
meanings:

              


      

    

    
       

    

    
      "Agreement" means this
Depository Agreement as amended from time to time;

    

    
       

      "Business Day" means a day
(excluding Saturdays) on which banks generally are open in London for the
transaction of normal banking business;

    

    
       

      "Corporate Action" has the
meaning given to it in the Crest Manual published by Euroclear UK & Ireland
Limited;

    

    
       

      "Deed Poll" the trust deed
poll (substantially in the form of the draft appended to this Agreement)
executed by the Depository on or about the date of this Agreement, as amended or
supplemented from time to time in accordance with its terms;

    

    
       

      "Event of Default" means, in
relation to any party:-

    

    
      
 

      
        
          ©
Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                (a)

              	
                that
      party being unable or admitting its inability to pay its debts as they
      fall due, suspending making payments on any class of its debts or, by
      reason of actual or anticipated financial difficulties, commencing
      negotiations with one or more of its creditors with a view to rescheduling
      any of its indebtedness;

              


      

    

    
       

      
        	
              	
                (b) 

              	
                a
      moratorium being declared in respect of any indebtedness of
      it;

              


      

    

    
       

      
        	
              	
                (c)

              	
                any
      corporate action, legal proceedings or other procedure or step being taken
      in relation to:-

              


      

    

    
       

      
        	
              	
                (i) 
      

              	
                the
      suspension of payments, a moratorium of any indebtedness, winding-up,
      dissolution, administration, bankruptcy or reorganisation (by way of
      voluntary arrangement, scheme of arrangement or otherwise) by or of that
      party;

              


      

    

    
       

      
        	
              	
                (ii) 
      

              	
                a
      composition, assignment or arrangement with any class of creditor of that
      party;

              


      

    

    
       

      
        	
              	
                (iii) 
      

              	
                the
      appointment of a liquidator, receiver, administrator, administrative
      receiver, compulsory manager or other similar officer in respect of that
      party or any of its assets,

              


      

    

    
      


      or any
analogous procedure or step is taken in any jurisdiction; or

    

    
       

      
        	
              	
                (d) 

              	
                that
      party ceasing to carry on its business for any
  reason;

              


      

    

    
       

      "Group" means, in relation to
any party, that party together with all of its holding companies from time to
time and all subsidiaries and subsidiary undertakings from time to time of that
party or any holding company of it from time to time, all of them and each of
them as the context admits;

    

    
       

      "Index Figure" means the
monthly figure given by the Retail Prices Index;

    

    
       

      "Registrar Agreement" means
the registrar agreement between Capita Registrars (Jersey) Limited and the
Company dated on or about the date of this Agreement.

    

    
       

      "Relevant Date" means in the
case of the first review referred to in clause 4.4 the date of this Agreement
and for each subsequent review the date of the most recent previous
review;

    

    
       

      "Retail Prices Index" means
the General Index of Retail Prices for all items which is published in the
United Kingdom in the Monthly Digest of Statistics by the Office for National
Statistics or any replacement of it; and

    

    
       

      "Shares" means the shares in
the Company from which Depository Interests are issued.

    

    
       

      
        	
                1.2 

              	
                In
      this Agreement unless otherwise specified, reference
  to:

              


      

    

    
      


      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                (a)

              	
                a
      "holding company"
      or "subsidiary"
      shall be construed in accordance with sections 736 and 736A of the
      Companies Act 1985 and a "subsidiary undertaking"
      shall be construed in accordance with section 258 of the Companies
      Act 1985;

              


      

    

    
       

      
        	
              	
                (b)

              	
                a
      person includes any person, individual, company, firm, corporation,
      government, state or agency of a state or any undertaking or organisation
      (whether or not having separate legal personality and irrespective of the
      jurisdiction in or under the law of which it was incorporated or
      exists);

              


      

    

    
       

      
        	
              	
                (c)

              	
                a
      party is to a party to this Agreement and includes its successors in title
      and permitted assignees;

              


      

    

    
       

      
        	
              	
                (d)

              	
                a
      "statute" or "statutory instrument"
      or any of their provisions is to be construed as a reference to
      that statute or statutory instrument or such provision as the same may
      have been amended or re-enacted before the date of this
      Agreement;

              


      

    

    
       

      
        	
              	
                (e)

              	
                recitals,
      clauses, paragraphs or schedules are to recitals, clauses of and
      paragraphs of and schedules to this Agreement. The schedules form part of
      the operative provisions of this Agreement and references to this
      Agreement shall, unless the context otherwise requires, include references
      to the schedules;

              


      

    

    
       

      
        	
              	
                (f)

              	
                "writing" includes any
      methods or representing words in a legible form (other than writing on an
      electronic or visual display screen) or other writing in non-transitory
      form; and

              


      

    

    
       

      
        	
              	
                (g)

              	
                words
      denoting the singular shall include the plural and vice versa and words
      denoting
      any gender shall include all
genders.

              


      

    

    
       

    

    
      
        	
                1.3

              	
                Unless
      the context otherwise requires, words and expressions defined in the Deed
      Poll shall have the same meanings when used
  herein.

              


      

    

    
       

      
        	
                1.4

              	
                The
      index to and the headings in this Agreement are for information only and
      are to be ignored for the purposes of construing the
  same.

              


      

    

    
       

      
        	
                2. 

              	
                APPOINTMENT

              


      

    

    
       

      The
Company hereby appoints the Depository to constitute and issue from time to
time, upon the terms of the Deed Poll, Depository Interests, each such
depository interest representing a Share in the Company, and to provide certain
other services in connection with the Depository Interests on the terms of, and
subject to the conditions set out in, this Agreement.

    

    
       

      
        	
                3.

              	
                GENERAL OBLIGATIONS,
      ACKNOWLEDGEMENTS AND UNDERTAKINGS
      OF THE PARTIES

              


      

    

    
       

    

    
      
        	
                3.1 

              	
                The
      Depository hereby agrees and undertakes to the Company that, insofar as
      the following
      persons are members of the Depository's Group, it shall comply and shall
      procure that any Depository Interest Registrar, Custodian, Agent or other
      person appointed pursuant to or who otherwise performs any duties,
      responsibilities or obligations under or in connection with the Deed Poll
      shall comply with the terms of the Deed Poll. The Depository shall, and
      shall use reasonable endeavours to procure that such persons shall,
      perform all such duties, responsibilities and obligations and shall
      exercise all rights in good faith and with all reasonable skill, diligence
      and care.

              


      

    

    
       

      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                  3.2

                	
                  Without
      prejudice to clause 3.1, the Depository shall and, insofar as the
      following persons
      are members of the Depository's Group, shall use reasonable endeavours to
      procure
      that any Depository Interest Registrar, Custodian, Agent or other person
      appointed
      pursuant to or who otherwise performs any duties, responsibilities
      or obligations
      under or in connection with the Deed Poll
  shall:-

                


        

      

    

    
       

      
        	
              	
                (a)

              	
                only
      issue, transfer and cancel Depository Interests in accordance with the
      Deed Poll;

              


      

    

    
       

      
        	
              	
                (b)

              	
                arrange
      for all Depository Interests to be admitted to CREST as participating
      securities;

              


      

    

    
       

      
        	
              	
                (c)

              	
                maintain
      records of all Depository Interests cancelled or surrendered and Deposited
      Property withdrawn under the Deed
Poll;

              


      

    

    
       

      
        	
              	
                (d)

              	
                provide
      such copies of and access to the Depository Interest Register and the
      records maintained under clause 3.2(c) above in each case at such times
      and in such form (including electronic form) as the Company may require
      from time to time;

              


      

    

    
       

      
        	
              	
                (e)

              	
                comply
      with written instructions of the Company not to accept for deposit any
      Shares identified in such instructions at such times and under such
      circumstances as may be specified in such instructions in order to
      facilitate the Company's compliance with or to avoid any breach of the
      securities and other laws in any jurisdiction or to comply with the AIM
      Rules for Companies published by London Stock Exchange plc from time to
      time;

              


      

    

    
       

      
        	
              	
                (f)

              	
                make
      any request for any information, evidence or declaration as the Company
      may require the Depository to make under clause 19.1 of the Deed Poll and
      shall promptly provide to the Company all information, evidence and
      declarations it receives as a result of making such
    request;

              


      

    

    
       

      
        	
              	
                (g)

              	
                forward
      to all relevant Holders all of the Company's instructions referred to in
      clause 19.2 of the Deed Poll and, at the Company's cost and request,
      enforce the provisions of clause 19.2 of the Deed Poll;
  and

              


      

    

    
       

      
        	
              	
                (h) 
      

              	
                perform
      all of its duties, obligations and responsibilities under the Deed Poll in
      accordance with all applicable laws and
  regulations.

              


      

    

    
       

      
        
          	
                  3.3

                	
                  Notwithstanding
      clause 15 of the Deed Poll, the Depository shall not amend or supplement
      the Deed Poll without the prior written consent of the Company
      (which consent
      shall not be unreasonably withheld or delayed) provided that the
      Depository shall
      be entitled to amend the Deed Poll without seeking the consent of the
      Company if
      that amendment is necessary or reasonably desirable as a result of any
      change in  any
      statute, law, regulation or other rule applicable to the arrangements
      contemplated by
      the Deed Poll or this
Agreement.

                


        

      

    

    
       

      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                3.4

              	
                The
      Depository warrants to the Company that it is an authorised person under
      the Financial Services and Markets Act 2000 ("FSMA")
      and is duly authorised to carry out the custodial and other activities
      required of it by the Deed Poll in accordance with the FSMA and undertakes
      that, if and so long as the Deed Poll remains in force, it shall, at its
      own burden and expense, maintain that status and authorisation or any
      corresponding status under any legislation or regulatory requirement in
      England which may from time to time apply to the carrying on of such
      activities in addition to or in substitution for the requirements of the
      FSMA. The Depository further warrants to the Company that it shall and
      shall use its reasonable endeavours to procure that every Depository
      Interest Registrar, Custodian, Agent or other person appointed by the
      Depository pursuant to the Deed Poll who is a member of the Depository's
      Group shall at all times and in all respects comply in full with and
      maintain in place all necessary registrations/notifications and procedures
      to comply with, the Data Protection Act
1998.

              


      

    

    
       

      
        	
                3.5

              	
                For
      the avoidance of doubt and subject to the terms of this Agreement, in
      acting under the Deed Poll the Depository shall have only those duties,
      obligations and responsibilities expressly undertaken by it in the Deed
      Poll and, except to the extent expressly provided by the Deed Poll, shall
      not assume any relationship of trust for or with the Holders or any other
      person.

              


      

    

    
       

      
        	
                3.6

              	
                The
      Depository shall not appoint any successor Depository pursuant to clause
      13 of the Deed Poll which has not been approved by the Company (such
      approval not to be unreasonably withheld or delayed) unless such successor
      Depository is a member of the Depository's Group. No such appointment
      shall become effective unless and until the successor Depository has
      entered into and become bound by an agreement to be executed as a deed
      with the Company in such form as the Company may reasonably require
      covenanting with the Company, inter alia, to observe, perform and be bound
      by all of the terms of this Agreement as if it were the Depository named
      herein.

              


      

    

    
       

      
        	
                3.7

              	
                The
      Company hereby undertakes to the Depository that if the Company, or any of
      its subsidiaries, makes an application to the FSA to be authorised under
      FSMA then the Company shall notify the Depository of this at the same time
      as the application is made.

              


      

    

    
       

      
        	
                3.8

              	
                In
      the event that the Company, or any of its subsidiaries, becomes authorised
      by the FSA under FSMA the parties hereby agree to revise the fees, charges
      and expenses as set out in the Registrar Agreement and/or this Agreement
      to reflect any additional services which the Depository will need to
      provide to the Company or any additional notification requirements the
      Depository will need to provide to any regulatory
    authority.

              


      

    

    
       

      
        	
                3.9

              	
                In
      the event that the Company, or any of its subsidiaries, becomes authorised
      by the FSA under FSMA and the FSA refuse to approve the Depository's
      notification to the FSA (under Part XII "Control Over Authorised
      Persons" - sections 178-191 FSMA) of the Depository holding 10% or
      more of the shares in the Company the Depository is hereby entitled to
      cancel the Depository Interests in such number and manner as is
      appropriate in the circumstances having first consulted the Company and
      Euroclear UK & Ireland
Limited.

              


      

    

    
      


      
        
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                3.10 

              	
                The
      Company warrants to the Depository that as at the date of this
      Agreement:

              


      

    

    
       

      
        	
              	
                3.10.1

              	
                the
      Depository does not require any permission, authorisation or licence from
      any authority in any country (other than the United Kingdom) in which the
      Company carries on business in order to hold Shares in the
      Company;

              


      

    

    
       

      
        	
              	
                3.10.2

              	
                no
      deductions or withholdings will be due on any payment of income or capital
      relating to the Shares to any Holder (including the Depository and/or any
      Custodian) save for the deduction of withholding tax at the maximum rate
      of 30% which is to be deducted by the Company, no deductions or
      withholdings will be due on any payment of income or capital relating to
      the Shares to any Holder (including the Depository and/or Custodian)
      and

              


      

    

    
       

      
        	
              	
                3.10.3

              	
                there
      are no special arrangements, exclusions, restrictions, national
      declarations or similar matters which attach to or apply in connection
      with Shares and which would restrict the transfer of Shares by any Holder
      (including the Depository and/or any
Custodian).

              


      

    

     

    
      
        	
                3.11

              	
                The
      Company undertakes to notify the Depository immediately in the event that
      the conditions set out in clause 3.10 above no longer
    apply.

              


      

    

    
       

      
        	
                3.12

              	
                Notwithstanding
      the Depository's general willingness to accept transfers of Depository
      Interests the Depository will not be obliged to do so under the Deed Poll
      or this Agreement if the transfer would place the Depository in breach of
      any law or regulation. As at the date of this Agreement, the Company
      warrants it is not aware of any such breach. If such circumstances were to
      occur the Depository hereby agrees to discuss this with the Company as
      soon as is reasonably practicable in order to review how to
      proceed.

              


      

    

    
       

      
        	
                3.13

              	
                The
      Company agrees that any changes to the provisions dealing with disclosure
      of interests in shares in the Company in the Constitutional Documents of
      the Company which affect the Depository will contain provisions to the
      effect that any restrictions shall not apply to the Depository. The
      Company further agrees that no change will be made to the provisions in
      the Constitutional Documents dealing with transfer of shares in the
      Company without the prior approval of the Depository, such approval not to
      be unreasonably withheld or
delayed.

              


      

    

    
       

      
        	
                3.14

              	
                The
      Company undertakes to indemnify the Depository in respect of any losses,
      damages, claims, costs and expenses or other liabilities incurred by the
      Depository by reason of breach of any warranty or undertaking in clauses
      3.7 to 3.13.

              


      

    

    
       

      
        	
                3.15

              	
                Notwithstanding
      anything to the contrary, the Depository shall not be obliged to accept
      the issue or transfer to it of Shares if such issue or transfer would
      likely result in the Depository having to make a mandatory offer for other
      Shares. In the event that the Depository is required to make a mandatory
      offer to purchase other Shares under applicable law, the Company shall
      cooperate with the Depository in seeking an exemption or waiver of such
      requirement and the Company shall bear all reasonable costs of the
      Depository in connection with seeking such exemption or
      waiver.

              


      

    

     

    
      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                    4. 

                  	
                    FEES,
      CHARGES AND
      EXPENSES

                  


          

        

        
           

        

      

    

    
      
        	
                4.1

              	
                In
      consideration of the performance of its duties, obligations and
      responsibilities under this Agreement and the Deed Poll, and subject to
      clause 4.4, the Company shall pay to the Depository (or as the Depository
      shall direct) the fees and charges set out in Schedule 1, subject to and
      in accordance with the terms of Schedule
1.

              


      

    

    
       

      
        	
                4.2

              	
                The
      Company shall pay to the Depository (or as the Depository shall direct)
      such fees that may be agreed from time to time in respect of any actions
      that the Company requests the Depository to take and the Depository agrees
      to take in respect of any Corporate Actions as referred to in clause
      5.2.

              


      

    

    
       

      
        	
                4.3

              	
                The
      Depository shall be entitled to recover any reasonable out of pocket
      expenses which it incurs during the proper performance of its duties,
      obligations and responsibilities under the Deed Poll and this Agreement
      (including, without limitation, CREST message and network charges). Where
      practicable the Depository shall obtain prior consent from the Company
      before incurring any single expense exceeding £5,000. The Depository shall
      submit an invoice to the Company on a quarterly basis detailing the
      amounts claimed accompanied by reasonable supporting
      documentation.

              


      

    

    
       

      
        	
                4.4

              	
                The
      fees referred to in clause 4.1 will be reviewed on the first anniversary
      of the date of this Agreement and each subsequent anniversary and if, upon
      any such review, the Index Figure last published before the date of such
      review shows an increase over the Index Figure last published before the
      Relevant Date the fees then payable under this Agreement shall be
      increased in the same
proportion.

              


      

    

    
       

      
        	
                4.5

              	
                The
      Company shall pay to the Depository interest of four per cent (4%) above
      the base interest rate from time to time of Barclays Bank PLC on all
      amounts due and payable under this Agreement and not paid within 30 days
      of the date of the relevant invoice for such amount from the date of the
      relevant invoice until the date of full
payment.

              


      

    

    
       

      
        	
                5. 

              	
                ASSISTANCE BY THE
      COMPANY

              


      

    

    
       

      
        	
                5.1

              	
                The
      Company shall provide such assistance, information and documentation in
      English to the Depository as may be reasonably required by the Depository
      for the purposes of the performance of its duties, responsibilities and
      obligations under the Deed Poll and this Agreement. In particular the
      Company will supply the Depository with enough copies of each document
      that the Company intends to send to its shareholders in advance of sending
      each document to its shareholders for the Depository to distribute to all
      Holders.

              


      

    

    
       

      
        	
                5.2

              	
                If
      the Company proposes any Corporate Action the Company agrees to give the
      Depository as much notice as possible, subject to considerations of
      insider dealing, market abuse and any other applicable law or regulation
      which may restrict the Company from giving such notice. All such
      information shall be deemed Confidential Information (as defined in clause
      11.3). The Company further agrees that it will not undertake any material
      change to its jurisdiction, group structure or regulatory status without
      the approval of the Depository if doing so would impose any new legal or
      regulatory obligations on the Depository or require the Depository to
      perform its obligations or services under the Deed Poll or this Agreement
      in a different way.

              


      

    

    
      


      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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                6.

              	
                DIVIDENDS
      AND DISTRIBUTIONS

              


      

    

    
       

      
        	
                6.1

              	
                If
      a dividend or other distribution is to be paid or made by the Company, the
      Company will notify the Depository of the class or classes of shareholders
      entitled to it, the currency of payment (which shall only be Sterling or
      Euros, unless the parties separately agree in writing a different currency
      of payment) and the amount to be paid per share. The Company will notify
      the Depository of the total amount to be paid in respect of Deposited
      Company Securities. Unless and then save only to the extent that the
      Company makes arrangements for any such dividend or distribution to be
      paid or made directly to Holders, the Company will transfer this total
      amount into the Depository's client bank account on the Business Day
      before the dividend or distribution is to be paid or made or at such later
      time as shall nevertheless enable the Depository to make the payment on
      the due date. The Depository will notify the Company in advance of the
      details of its client bank
account.

              


      

    

    
       

      
        	
                6.2

              	
                The
      Depository will arrange for its bank to make a payment of the dividend or
      distribution to each Holder entitled to it on the day it is due for
      payment. The Depository may, with the prior written consent of the
      Company, pay or make the same even if it has not received sufficient funds
      from the Company. In such circumstances, the Company will reimburse the
      Depository on demand for any bank charges and interest it may incur as a
      result, and will reimburse the Depository in respect of all sums properly
      paid by it in respect of such dividend or distribution. Notwithstanding
      the foregoing, the Depository reserves the right not to pay or make any
      dividend or distribution unless and until the Company has put it in
      sufficient funds for such
purposes.

              


      

    

    
       

      
        	
                7. 

              	
                INDEMNITY IN RESPECT OF THIRD
      PARTY CLAIMS

              


      

    

    
       

      
        	
                7.1

              	
                The
      Depository shall indemnify the Company on an after tax basis against each
      loss, liability, cost and expense reasonably incurred (including
      reasonable legal fees) which the Company suffers or incurs as a result of
      any claim made against the Company by any Holder, or any person having any
      direct or indirect interest in any Depository Interests held by any Holder
      or the Deposited Company Securities represented thereby, which arises out
      of any breach of the terms of the Deed Poll or any trust declared or
      arising thereunder save where such loss, liability, cost or expense arises
      as a result of the fraud, negligence or wilful default of the Company. The
      aggregate liability of the Depository arising out of or in connection with
      this Agreement (howsoever arising) shall be limited to the lesser of (a)
      £1,000,000 (one million pounds sterling) and (b) an amount equal to ten
      (10) times the total annual fee payable to the Depository under this
      Agreement.

              


      

    

    
       

      
        	
                7.2

              	
                The
      Company shall indemnify the Depository on an after tax basis against each
      loss, liability, cost and expense reasonably incurred (including
      reasonable legal fees) which the Depository suffers or incurs as a result
      of any claim made against the Depository by any Holder, or any person
      having any direct or indirect interest in any Depository Interests held by
      any Holder or the Deposited Company Securities represented thereby, which
      arises out of the performance by the Depository of the obligations, duties
      and responsibilities imposed upon the Depository under this Agreement and
      the Deed Poll save in respect of any loss, liability, cost and expense
      (including legal fees) resulting from the negligence, wilful default or
      fraud of the Depository.

              


      

    

    
       

      
        
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                7.3

              	
                This
      clause shall survive termination of this
  Agreement.

              


      

    

     

    
      
        	
                8. 

              	
                COMMENCEMENT, TERM AND
      TERMINATION OF
APPOINTMENT

              


      

    

    
       

      
        	
                8.1

              	
                This
      Agreement shall come into force on the date given at the top of page 3
      and, subject to the following parts of this clause, shall remain in force
      if and for so long as the Deed Poll shall remain in
  force.

              


      

    

    
       

      
        	
                8.2

              	
                The
      Company shall be entitled to serve a written notice on the Depository to
      terminate the Depository's appointment and this
  Agreement:

              


      

    

     

    
      
        	
              	
                (a)

              	
                immediately
      if an Event of Default occurs in relation to the Depository or the
      Depository commits an irremediable material breach of this Agreement or
      the Deed Poll; or

              


      

    

    
       

      
        	
              	
                (b)

              	
                if
      the Depository commits a material breach of this Agreement or the Deed
      Poll and fails to remedy such breach within 30 days of being required to
      do so by written notice given by the Company;
or

              


      

    

    
       

      
        	
              	
                (c) 

              	
                at
      any time by giving not less than 45 days' written notice to the
      Depository.

              


      

    

    
       

      
        	
                8.3

              	
                The
      Depository shall be entitled to serve a written notice to terminate the
      Depository's
      appointment and this
Agreement:

              


      

    

    
       

    

    
      
        	
              	
                (a)

              	
                immediately
      if an Event of Default occurs in relation to the Company or if the Company
      commits an irremediable material breach of this Agreement;
    or

              


      

    

    
       

      
        	
              	
                (b)

              	
                if
      the Company commits a material breach of this Agreement and fails to
      remedy such breach within 30 days of being required to do so by written
      notice given by the Depository;
or

              


      

    

    
       

      
        	
              	
                (c) 

              	
                at
      any time by giving not less than 45 days' written notice to the
      Company.

              


      

    

     

    
      
        	
                8.4

              	
                Within
      14 days of the service of a notice to terminate the appointment of the
      Depository under clause 8.2 or 8.3 above the Depository shall be required
      to serve notices on the Holders of Depository Interests of its intention
      to terminate the Deed Poll. On the termination of the Deed Poll, the
      appointment of the Depository and this Agreement shall automatically
      terminate.

              


      

    

    
       

      
        	
                8.5

              	
                On
      termination of the Deed Poll, the Company shall do or procure the doing of
      all such acts and things and will execute or procure the execution of all
      such documents as may be required (including on or after the termination
      of this Agreement) to give effect to the provisions of clause 14.4 of the
      Deed Poll. This clause 8.5 shall survive the termination of this
      Agreement.

              


      

    

    
       

      
        	
                9. 

              	
                CONSEQUENCES OF
      TERMINATION

              


      

    

    
       

      
        	
                9.1 

              	
                Termination
      of this Agreement for whatever reason shall be without prejudice to any
      and
      all accrued rights, obligations and liabilities of any party as at the
      date of termination and shall not affect the coming into force or the
      continuation in force of any provision of this Agreement which is
      expressly or by implication intended to come into or continue in force at
      or after termination.

              


      

    

    
      


      
        
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                9.2

              	
                Upon
      termination of the Deed Poll, the Depository shall provide to the Company
      a fully up to date copy of the Depository Interest Register and the
      records maintained under clause 3.2(c) in hard copy form and, at the
      Company's cost, such other form as the Company may
  require.

              


      

    

    
       

      
        
          	
                  10.

                	
                  FORCE
      MAJEURE

                


        

      

    

    
       

      
        	
                10.1

              	
                "Event of Force Majeure"
      means, in relation to any party, an event or circumstance beyond
      the reasonable control of that party (the "Claiming Party")
      including, without limitation, (whether or not by the Claiming
      Party) strikes, lock-outs and other industrial disputes (in each case,
      whether or not relating to the Claiming Party's
  workforce).

              


      

    

    
       

      
        	
                10.2

              	
                The
      Claiming Party shall not be deemed to be in breach of this Agreement or
      otherwise liable to any other party (the "Non-claiming Party")
      for any delay in performance or any non-performance of any
      obligations under this Agreement (and the time for performance shall be
      extended accordingly) if and to the extent that the delay or
      non-performance is due to an Event of Force Majeure provided that (a) the
      Claiming Party could not have avoided the effect of the Event of Force
      Majeure by taking precautions which, having regard to all matters known to
      it before the occurrence of the Event of Force Majeure and all relevant
      factors, it ought reasonably to have taken but did not take and (b) the
      Claiming Party has used reasonable endeavours to mitigate the effect of
      the Event of Force Majeure and to carry out its obligations under this
      Agreement in any other way that is reasonably
  practicable.

              


      

    

    
       

      
        	
                10.3

              	
                The
      Claiming Party shall promptly notify the Non-claiming Party of the nature
      and extent of the circumstances giving rise to the Event of Force Majeure.
      If the Event of Force Majeure in question prevails for a continuous period
      in excess of 30 days after the date on which it began, the Non-claiming
      Party may terminate the Depository's appointment hereunder immediately by
      giving written notice to that effect to the Claiming
  Party.

              


      

    

    
       

      
        	
                11. 

              	
                CONFIDENTIAL
      INFORMATION

              


      

    

    
       

      
        	
                11.1

              	
                Each
      party undertakes that it shall not during the term of this Agreement or at
      any time thereafter use, divulge or communicate to any person, except its
      professional representatives or advisers or as may be required by law or
      any legal or regulatory authority, any Confidential Information concerning
      another party which may have or may in future come to its knowledge and
      each of the parties shall use its reasonable endeavours to prevent the
      publication or disclosure of any Confidential
  Information.

              


      

    

    
       

      
        	
                11.2

              	
                Each
      party shall, immediately upon termination of this Agreement for any reason
      or upon the receipt by it of written demand from the other, return all
      written Confidential Information provided to it and shall either return or
      destroy all notes, memoranda and other stored information (including
      information stored in any computer system or other device capable of
      containing information whether in readable form or otherwise) prepared by
      it which relate to any Confidential Information, whether or not any of the
      same are then in its possession and it will, upon receipt of written
      demand from the other, confirm in writing that all Confidential
      Information has been returned or
destroyed.

              


      

    

    
       

      
        
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                  11.3

                	
                  For
      the purposes of this clause (and clause 5.2), "Confidential Information"
      means, in relation to each party, all information relating to the
      business, customers, financial or other affairs of that party or of any
      member of its Group which is not in the public
  domain.

                


        

      

    

    
       

      
        
          	
                  12. 

                	
                  DELEGATION

                


        

      

    

    
       

      
        	
                12.1

              	
                The
      Depository shall not, without the prior consent of the Company (which
      consent is not to be unreasonably withheld or delayed), assign, transfer
      or declare a trust of the benefit of the performance of all or any of its
      obligations under this Agreement, nor any benefit arising under or out of
      this Agreement.

              


      

    

    
       

      
        	
                12.2

              	
                Notwithstanding
      clause 12.1, the Depository may subcontract or delegate the performance of
      all or any of its duties, obligations or responsibilities under this
      Agreement or the Deed Poll to any person which is (and for so long as it
      remains) a member of its Group, provided that such arrangements shall not
      affect the liability of the Depository to the Company under this
      Agreement.

              


      

    

    
       

      
        	
                13. 

              	
                WAIVER

              


      

    

    
       

      
        	
                13.1

              	
                A
      waiver of any term, provision or condition of this Agreement shall be
      effective only if given in writing and signed by the waiving party and
      then only in the instance and for the purpose for which it is
      given.

              


      

    

    
       

      
        	
                13.2

              	
                No
      failure or delay on the part of any party in exercising any right, power
      or privilege under this Agreement shall operate as a waiver thereof, nor
      shall any single or partial exercise of any such right, power or privilege
      preclude any other or further exercise thereof or the exercise of any
      other right, power or
privilege.

              


      

    

    
       

      
        	
                13.3

              	
                No
      breach of any provision of this Agreement shall be waived or discharged
      except with the express written consent of the
  parties.

              


      

    

    
       

      
        	
                14. 

              	
                ENTIRE
      AGREEMENT

              


      

    

    
       

      
        	
                14.1

              	
                Except
      as may be applicable under the Deed Poll, this Agreement constitutes the
      entire and only agreement between the parties relating to the subject
      matter of this Agreement and supersedes and extinguishes any prior drafts,
      agreements, undertakings, representations, warranties and arrangements of
      any nature whatsoever, whether or not in writing, relating to or in
      connection with this
Agreement.

              


      

    

    
       

      
        	
                14.2

              	
                Each
      party acknowledges that it has not been induced to enter into this
      Agreement in reliance upon, nor has it been given, any warranty,
      representation, statement, assurance, covenant, agreement, undertaking,
      indemnity or commitment of any nature whatsoever other than as expressly
      set out in this Agreement and, to the extent it has been, it
      unconditionally and irrevocably waives any claims, rights and remedies
      which it might otherwise have had in relation
  thereto.

              


      

    

    
       

      
        	
                14.3

              	
                The
      provisions of this clause shall not exclude any liability which either of
      the parties would otherwise have to the other or any right which either of
      them may have to rescind this Agreement in respect of any statements made
      fraudulently by the other prior to the execution of this Agreement or any
      rights which any of them may have in respect of fraudulent concealment by
      the other.

              


      

    

    
       

      
        
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                15. 

              	
                COSTS

              


      

    

    
       

      
        
          	
                  15.1

                	
                  Save
      as expressly otherwise provided in this Agreement or expressly otherwise
      agreed between the parties, each of the parties shall bear its own legal,
      accountancy and other costs, charges and expenses connected with the
      negotiation, preparation and implementation of this Agreement and any
      other agreement incidental to or referred to in this Agreement. It is
      expressly agreed that the Company shall bear all of its own costs and
      expenses and the costs and expenses of the Depository associated with the
      negotiation, preparation and execution of the Deed Poll and this
      Agreement.

                


        

      

    

    
       

      
        	
                16. 

              	
                NO
      PARTNERSHIP

              


      

    

    
       

      Nothing
in this Agreement and no action taken by the parties pursuant to this Agreement
shall constitute, or be deemed to constitute, a partnership, association, joint
venture or other co-operative entity.

    

    
       

      
        	
                17. 

              	
                NOTICES

              


      

    

    
       

      
        
          	
                  17.1

                	
                  Any
      notice, demand or other communication given or made under or in connection
      with the matters contemplated by this Agreement shall be in writing and
      shall be delivered personally or sent by fax or prepaid first class post
      (air mail if posted to or from a place outside the United
      Kingdom):

                


        

      

    

    
       

      In the
case of the Depository to:

    

    
       

      The
Registry

    

    
      34
Beckenham Road

    

    
      Beckenham

    

    
      Kent BR3
4TU

      Fax: + 44
(0)20 8639 2267

    

    
      Attention:
Heidi Waring – Relationship
Manager

    

    
       

      In the
case of the Company to:

    

    
       

      Company
Secretary 

      Teradion
Business Park

      PO Box 14


      Misgav,
20179 Israel 

      + 972 4
988 2270 

      Attention:
Phyllis Bellin

    

    
       

      With a
copy in each case to:

    

    
       

      Barack
Ferrazzano Kirschbaum & Nagelberg LLP (attn. Gretchen Trofa) 

      200 West
Madison Street Suite 3900 

      Chicago,
IL 60606-3465 

      United
States of America

      Fax: 1-312-984 3150

    

    
      


      
        
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      and shall
be deemed to have been duly given or made as follows:

    

     

    
      (a)     if
personally delivered, upon delivery at the address of the relevant
party;

    

    
       

      (b)     if
sent by first class post, two Business Days after the date of
posting;

    

    
       

      (c)     if
sent by air mail, five Business Days after the date of posting;
and

    

    
       

      (d)    if
sent by fax, when despatched;

    

    
       

      provided
that if, in accordance with the above provision, any notice, demand or other
communication under paragraphs (a) or (d) would otherwise be deemed to be given
or made after 5.00 p.m. on a Business Day or at any time on a day which is not a
Business Day such notice, demand or other communication shall be deemed to be
given or made at 9.00 a.m. on the next Business Day.

    

    
       

      
        
          	
                  17.2

                	
                  A
      party may notify the other parties to this Agreement of a change to its
      name, relevant addressee, address or fax number for the purposes of clause
      17.1 provided that such notification shall only be effective
      on:

                


        

      

    

    
       

      
        	
              	
                (a)

              	
                the
      date specified in the notification as the date on which the change is to
      take place; or

              


      

    

    
       

      
        	
              	
                (b)

              	
                if
      no date is specified or the date specified is less than five Business Days
      after the date on which notice is given, the date falling five Business
      Days after notice of any such change has been
  given.

              


      

    

    
       

      
        	
                18. 

              	
                GOVERNING LAW AND
      JURISDICTION

              


      

    

    
       

      
        	
                18.1

              	
                This
      Agreement (and any dispute, controversy, proceedings or claim of whatever
      nature arising out of or in any way relating to this Agreement or its
      formation) shall be governed by and construed in accordance with English
      law.

              


      

    

    
       

      
        	
                18.2

              	
                Each
      of the parties to this Agreement irrevocably agrees that the courts of
      England shall have exclusive jurisdiction to hear and decide any suit,
      action or proceedings, and/or to settle any disputes, which may arise out
      of or in connection with this Agreement and, for these purposes, each
      party irrevocably submits to the jurisdiction of the courts of
      England.

              


      

    

    
       

      
        	
                19. 

              	
                THIRD PARTY
      RIGHTS

              


      

    

    
       

      The
Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement
and no person other than the parties to this Agreement shall have any rights
under it, nor shall it be enforceable under that Act by any person other than
the parties to it.

    

    
       

    

    
      
        
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                    20. 

                  	
                    COUNTERPARTS

                  


          

        

        
           

        

      

    

    
      
        	
                20.1

              	
                This
      Agreement may be executed in any number of counterparts and each of which
      when so executed shall be an original, but all counterparts shall together
      constitute one and the same
instrument.

              


      

    

    
       

      
        	
                20.2

              	
                Delivery
      of an executed signature page of a counterpart by facsimile transmission
      shall take effect as delivery of an executed counterpart of this
      Agreement. Without prejudice to the validity of such facsimile delivery,
      each party shall provide the other party with the original of such page as
      soon as reasonably practicable
thereafter.

              


      

    

    
       

      IN
WITNESS of which this Agreement has been duly executed as a deed on the
date written at the top of page 1.

       

      
        
          ©
Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
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      Schedule
1

       

    

    
      	
              Set
      up fee

            	
              £5,000

            	 
      
	 	 	 
	
              Depository
      Interest and Custodian Fee

            	
              £3,000

            	
              Per
      annum

            
	 	 	 
	
              Transfers

            	 
      	 
      
	 	 	 
	
              Intra
      CREST

            	
              £
      0.20

            	
              Per
      transfer

            
	
              (free
      allowance equal to 25% of the number of accounts
    maintained)

            	 
      	 
      
	 	 	 
	
              Stock
      deposit/withdrawal

            	
              £
      2.50

            	
              Per
      transfer

            
	 	 	 
	
              Transfer
      into/out of custodian

            	
              £
      2.50

            	
              Per
      transfer

            


    

    
       

      
        
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Capita IRG Trustees Ltd 2008. All rights reserved.

          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
      

       

      
        	Executed as deed by
      MEDGENICS,	)
	INC. by its duly
      authorized officer	)
	 	)


      

       

      
        
          	
                  Director

                	


        

         

         

         

         

         

        
          	Executed as a deed
      by CAPITA
      IRG	)
	TRUSTEES LIMITED acting
      by a	)
	director and its
      secretary/two directors	)


        

         

      

      
         

        
          	
                  Director

                	 
	 	 
	 	 
	
                  Director/Secretary

                	 


        

         

        
          
            ©
Capita IRG Trustees Ltd 2008. All rights reserved.

            
            

          

          
            18

            
              

            

          

          
            
            

          

        

      

       

    

    
      
        
          Annex        

           

          CAPITA

           

          
             

            
              	DATED	
                      2008

                    
	
                       

                       

                      







                    	
	
                      TRUST
      DEED POLL


                       

                      by

CAPITA IRG
      TRUSTEES LIMITED

in respect of
      securities
in relation to

                       

                      MEDGENICS,
      INC.

                    
	
                      CAPITA IRG TRUSTEES
      
LIMITED

                      The Registry
34 Beckenham
      Road
Beckenham
Kent
BR3 4TU
Tel: 0871 644
      0335
Disclosure – Calls cost
      10p per minute including VAT plus network
      extras

                    


            

             

          

        

      

    

    
       

      Capita
IRG Trustees Ltd

    

    
      The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU. Registered in England No.
2729260

    

    
      Capita
IRG Trustees Ltd is authorised and regulated by the Financial Services
Authority

       

        
          

        

      

       

    

    
      	
              Depository
      Interest Facility

            	
              ©
      2008 Capita Registrars Limited

            
	
              Deed
      Poll

            	
              Document
      C1

            
	
               

            	Version
      1.1


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      CONTENTS

    

    
       

    

    
      	Clause	 	
              Page

            
	
              1

            	
              INTERPRETATION

            	
              2

            
	
              2

            	
              FORM
      AND ISSUE OF DEPOSITORY INTERESTS

            	
              7

            
	
              3

            	
              APPOINTMENT
      OF CUSTODIAN

            	
              12

            
	
              4

            	
              DEPOSIT
      OF DEPOSITED PROPERTY; FURTHER PROVISIONS

            	
              13

            
	
              5

            	
              DECLARATION
      OF TRUST; NO SECURITY INTEREST; DUTIES WITH RESPECT TO DEPOSITED
      PROPERTY

            	
              13

            
	
              6

            	
              WITHDRAWAL
      OF DEPOSITED PROPERTY ON TRANSFER AND RELATED MATTERS

            	
              16

            
	
              7

            	
              COMPULSORY
      WITHDRAWAL

            	
              18

            
	
              8

            	
              AUTHORISATIONS,
      CONSENTS, etc

            	
              20

            
	
              9

            	
              LIABILITY

            	
              21

            
	
              10

            	
              DEPOSITORY'S
      FEES AND EXPENSES

            	
              26

            
	
              11

            	
              INDEMNITIES

            	
              26

            
	
              12

            	
              AGENTS

            	
              27

            
	
              13

            	
              RESIGNATION
      OF THE DEPOSITORY

            	
              27

            
	
              14

            	
              TERMINATION
      OF DEED

            	
              28

            
	
              15

            	
              AMENDMENT
      OF DEED

            	
              29

            
	
              16

            	
              FURTHER
      ACKNOWLEDGEMENTS BY THE HOLDER

            	
              29

            
	
              17

            	
              LIABILITY
      TO PAY STAMP DUTY RESERVE TAX

            	
              31

            
	
              18

            	
              REGULATORY
      REQUIREMENTS

            	
              32

            
	
              19

            	
              DISCLOSURE
      OF OWNERSHIP, etc

            	
              32

            
	
              20

            	
              NOTICES

            	
              33

            
	
              21

            	
              SEVERABILITY

            	
              34

            
	
              22

            	
              COPIES
      OF DEED

            	
              34

            
	
              23

            	
              GOVERNING
      LAW AND JURISDICTION

            	
              34

            
	
              24

            	
              OVERRIDING
      PROVISIONS

            	
              35

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      THIS DEED POLL is made
on                          
2008

    

     

    
      BY CAPITA IRG TRUSTEES LIMITED
an English company, number 2729260, whose registered office is at The
Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (the "Depository"),
which expression shall, unless the context otherwise requires, include
any successor depository appointed in accordance with clause 13.2 of this Deed,
in favour of the holders of Depository Interests as hereinafter
defined.

    

    
       

      WHEREAS:

    

    
       

      
        	
                (A)

              	
                The
      Company is a company incorporated and registered in the Territory, whose
      central management and control is not exercised in the United Kingdom and
      whose securities are not registered in a register kept in the United
      Kingdom by or on behalf of the
Company.

              


      

    

    
       

      
        	
                (B)

              	
                Company
      Securities have been admitted to trading on the Market and were admitted
      to trading on the Admission
Date.

              


      

    

    
       

      
        	
                (C)

              	
                The
      Regulations and the CREST Manual do not provide for the direct holding and
      settlement of foreign securities such as Company Securities by
      participants in CREST.

              


      

    

    
       

      
        	
                (D)

              	
                The
      Depository has determined to constitute and issue from time to time, upon
      the terms of this Deed, series of Depository Interests, each such series
      representing a particular Class of Company Securities, with a view to
      facilitating the indirect holding of, and settlement of transactions in,
      Company Securities of each Class concerned by participants in CREST in
      accordance with the arrangements described in the CREST
      Manual.

              


      

    

    
       

      
        
          	
                  (E)

                	
                  London
      Stock Exchange plc has confirmed that the Depository Interests will
      not require
      an ISIN separate from that of the particular Class of Company Securities
      which
      it represents.

                


        

      

    

    
       

      
        	
                (F)

              	
                The
      Depository has arranged with the Operator for the First Series of
      Depository Interests
      to be admitted to CREST as participating
  securities.

              


      

    

    
       

    

    
      
        	
                (G)

              	
                Title
      to the Depository Interests shall be evidenced only by entry on the
      Depository Interest
      Register and may be transferred only by means of the CREST
      system.

              


      

    

    
       

    

    
      
        
          	
                  (H)

                	
                  Capita
      Registrars Limited, an English company, number 2605568, which is already a
      System Participant, has been retained by the Depository to maintain the
      Depository Interest Register on behalf of the
  Depository.

                


        

      

    

    
      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

    

    
      NOW IT IS WITNESSED AND DECLARED
as follows:-

       

    

    
      
        	
                1.

              	
                INTERPRETATION

              


      

    

     

    
      
        	
                1.1 

              	
                In
      this Deed the following expressions shall have the following
      meanings:-

              


      

       

    

    
      	
              Agent

            	
              any
      agent appointed by the Depository pursuant to this
    Deed;


            
	
              Class

            	
              a
      particular class of Company Securities, units of which are for the time
      being in issue, where all the individual units of the Class concerned are
      identical in all respects and cannot be separately
      distinguished;


            
	
              Company

            	
              shall
      mean Medgenics, Inc.;


            
	
              Company
      Securities

            	
              securities
      issued by the Company in accordance with its Constitutional Documents,
      whether represented by bearer certificates or instruments or by being
      recorded on a register or otherwise howsoever, and which are not
      participating securities (as defined in the Regulations), but excluding
      such securities or Classes of securities as the Depository may from time
      to time determine;


            
	
              Constitutional
      Documents

            	
              the
      Certificate of Incorporation, By-Laws or other constitutional documents of
      the Company, as amended or replaced from time to
  time;


            
	
              CREST
      Manual

            	
              the
      document entitled the "CREST Manual" issued by the Operator but excluding
      the CREST International Manual;


            
	
              CREST
      member

            	
              a
      person who has been admitted by the Operator as a system
      member;


            
	
              CREST
      Rules

            	
              rules
      within the meaning of the Regulations and/or the FSMA made by the
      Operator;


            
	
              CREST
      system

            	
              the
      meaning ascribed thereto in the Glossary of the CREST
    Manual;

            


    

    
      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              CREST
      Transfer

            	
              the
      form of stock transfer in use from time to time within the CREST system
      for a transfer of a certificated unit of a participating security to a
      CREST member to be held by a CREST member in uncertificated
      form;


            
	
              Custodian

            	
              subject
      to clause 3.3, any custodian or custodians or any nominee of any such
      custodian of the Deposited Property as may from time to time be appointed
      by the Depository for the purposes of this Deed;


            
	
              Demat
      Form

            	
              the
      CREST Dematerialisation Request Form in use from time to time within the
      CREST system for conversion of a unit of a participating security held by
      a CREST member into uncertificated form;


            
	
              Depository
      Interest Registrar

            	
              Capita
      Registrars Limited or such other CREST Registrar who for the time being
      maintains the Depository Interest Register;


            
	
              Depository
      Interest Register

            	
              in  relation  to  a  particular  series  of
      Depository Interests, the register of Holders referred to in clause 2.9
      and maintained in the United Kingdom on behalf of the Depository by the
      Depository Interest Registrar;


            
	
              Depository
      Interests

            	
              Depository
      Interests of a particular series issued in uncertificated form from time
      to time by the Depository on the terms and conditions of this Deed and in
      accordance with the Regulations, title to which is evidenced by entry on
      the Depository Interest Register and which represent a particular Class of
      Company Securities;


            
	
              Deposited
      Company Securities

            	
              means
      Company Securities of a particular Class or entitlements thereto from time
      to time credited to an account of the Custodian on behalf of the
      Depository in the Share Register which are to be held under the terms of
      this Deed and in respect of which Depository Interests of a series
      representing that Class of Company Securities shall be issued pursuant to
      the terms of this Deed;

            


    

    
      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Deposited
      Property

                  	
                    in
      relation to a particular Class of Company Securities, the Deposited
      Company Securities and all and any rights and other securities, property
      and cash for the time being held by or for the Custodian or the Depository
      and attributable to the Deposited Company
  Securities;


                  
	
                    FSA

                  	
                    The
      Financial Services Authority;


                  
	
                    FSMA

                  	
                    The
      Financial Services and Markets Act 2000;


                  
	
                    Holder

                  	
                    in
      relation to a particular Class of Company Securities and subject to clause
      6.2.1, the CREST member recorded in the Depository Interest Register for
      the time being as the holder of a Depository Interest of the series which
      represents Company Securities of that Class; and, where the context
      admits, shall include a former Holder and the personal representatives or
      successors in title of a Holder or former Holder;


                  
	
                    Liabilities

                  	
                    any
      liability, damage, loss, cost, claim or expense of any kind or nature
      whether direct, indirect, special, consequential or
      otherwise;


                  
	
                    Membership
      Agreement

                  	
                    the
      agreement entered into by a Holder with the Operator pursuant to which the
      Operator agreed to admit the Holder as a
  system-member;


                  
	
                    Operator

                  	
                    Euroclear
      UK & Ireland Limited or such other person who is for the time being
      the Operator of the CREST system for the purposes of the
      Regulations;


                  
	
                    Proceedings

                  	
                    any
      proceeding, suit or action of any kind and in any jurisdiction arising out
      of or in connection with this Deed or its subject
    matter;


                  
	
                    Regulations

                  	
                    The
      Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) and such
      other regulations under Section 207 of the Companies Act 1989 as are
      applicable to the Operator and/or the CREST relevant system and are from
      time to time in force;

                  


          

        

      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                Schedule

              	
                The
      schedule attached to and forming part of this Deed.


              
	
                Share
      Register

              	
                means
      the register of members of the Company maintained in accordance with its
      Constitutional Documents by the Company or on behalf of the Company by the
      Share Registrar;


              
	
                Share
      Registrar

              	
                the
      person who for the time being maintains the Share
      Register;


              
	
                Stock
      Deposit Transaction

              	
                a
      properly authenticated dematerialised instruction in respect of a
      transaction type referred to in the CREST Manual as a stock
      deposit;


              
	
                Stock
      Withdrawal Transaction into 
New Name

              	
                a
      properly authenticated dematerialised instruction in respect
      of a transaction type referred to  in the CREST Manual as a
      stock withdrawal and which includes a transferee;
  and


              
	
                Stock
      Withdrawal Transaction into
Own Name

              	
                a
      properly authenticated dematerialised instruction in respect of a
      transaction type referred to in the CREST Manual as a stock
      withdrawal and which does not include a
  transferee.

              


      

    

    
       

      Other
definitions are set out in the Schedule.

    

    
       

      
        	
                1.2 

              	
                In
      this Deed, unless otherwise
specified:-

              


      

    

    
       

      
        	
              	
                1.2.1

              	
                references
      to clauses, sub-clauses, schedules and paragraphs are to clauses,
      sub-clauses, schedules and paragraphs, of this
  Deed;

              


      

    

    
       

      
        	
              	
                1.2.2

              	
                headings
      to clauses and paragraphs are for convenience only and do not affect the
      interpretation of this Deed;

              


      

    

    
       

      
        
          
            	
                  	
                    1.2.3

                  	
                    references to
      a "person" shall
      be construed so as to include any individual, firm, company, corporation,
      government, state or agency of a state or any association or partnership
      (whether  or not having a separate legal
      personality) of two or more of the
foregoing;

                  


          

        

        
           

        

      

      
        
        

      

    

    
      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

    

    
       

      
        	
              	
                1.2.4

              	
                references
      to any statute or statutory instrument or any provision shall be construed
      as a reference to the same as it may have been, or may from time to time
      be, amended, modified or
re-enacted;

              


      

    

    
       

      
        	
              	
                1.2.5

              	
                words
      importing the singular shall include the plural and vice versa unless the
      context otherwise requires;

              


      

    

    
       

      
        	
              	
                1.2.6

              	
                references
      to fees, costs, charges, expenses or other payments, shall be exclusive of
      any value added tax or similar tax charged or chargeable and when any
      value added tax is chargeable, the Depository shall be entitled to recover
      that tax in addition to the stated fees, costs, charges, expenses or other
      payments;

              


      

    

    
       

      
        	
              	
                1.2.7

              	
                words
      and phrases defined in the Regulations, the CREST Rules, and the CREST
      Manual which are not defined in this Deed shall have the same meanings
      where used herein unless the context otherwise
  requires;

              


      

    

    
       

      
        	
              	
                1.2.8

              	
                in
      construing this Deed, general words shall not be given a restrictive
      meaning by reason of the fact that they are preceded or followed by words
      indicating a particular class of acts, matters or things or by particular
      examples intended to be embraced by the general
  words;

              


      

    

    
       

      
        	
              	
                1.2.9

              	
                any
      provision to the effect that the Depository shall not be liable in respect
      of a particular matter shall be construed to mean that the Depository
      shall not have any liability which the Depository might, in the absence of
      such a provision, incur, whether the Depository could incur such a
      liability:-

              


      

    

     

    
      
        	
              	
                (a)

              	
                under
      the terms of this Deed or any other agreement or instrument relating to
      the CREST system (whether such terms are express or implied by statute,
      law or otherwise);

              


      

    

    
       

      
        	
              	
                (b) 

              	
                in
      tort;

              


      

       

    

    
      
        	
              	
                (c) 

              	
                for
      misrepresentation;

              


      

    

    
       

      
        	
              	
                (d) 

              	
                for
      breach of trust or of any other duty imposed by law;
  or

              


      

    

    
       

      
        	
              	
                (e) 

              	
                in
      any other way;

              


      

    

    
      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                1.2.10

              	
                unless
      otherwise stated, nothing in this Deed is intended to confer a benefit on,
      and no term in this Deed will, therefore, be enforceable by, any third
      party pursuant to the Contracts (Rights of Third Parties) Act 1999 but
      this is without prejudice to the rights and obligations of the Depository
      and any Holder created by this Deed. For these purposes, a term of this
      Deed shall only be "otherwise stated" if it
      incorporates an express reference to a right or benefit of the Custodian
      or the Company; and

              


      

    

    
       

      
        	
              	
                1.2.11

              	
                if
      a benefit is conferred on any third party in accordance with clause
      1.2.10, the Depository may rescind or vary any term of this Deed in
      accordance with its terms without the consent of the third party at all
      times.

              


      

    

    
       

      
        	
              	
                1.2.12

              	
                Where
      the Custodian holds or will hold Company Securities on behalf of the
      Depository, references to Company Securities being held by, transferred to
      or transferred by the Depository include a reference to Company Securities
      being held by, transferred to or transferred by the
    Custodian.

              


      

    

    
       

      
        	
                2. 

              	
                FORM AND ISSUE OF DEPOSITORY
      INTERESTS

              


      

    

    
       

      
        	
                2.1

              	
                Subject
      to clause 6.2, the Depository shall only issue and transfer Depository
      Interests to CREST members who in accepting such issue or transfer give
      Euroclear UK & Ireland the authority to confirm such membership and
      supply a copy of their Membership Agreement to the Depository. In
      accepting any issue or transfer to it of Depository Interests, each Holder
      shall be deemed to be accepting and agreeing to the terms of this Deed and
      all obligations imposed on it
hereunder.

              


      

    

    
       

      
        	
                2.2

              	
                Subject
      to the provisions of this Deed, the Depository shall issue to a CREST
      member such number or amount of Depository Interests of a particular
      series as is equal to the number or amount (as the case may be) of Company
      Securities of the relevant Class issued or transferred to the Custodian on
      behalf of the Depository, for the account of that CREST
      member.

              


      

    

    
       

      
        	
                2.3

              	
                Subject
      to the provisions of this Deed, the Depository shall only issue Depository
      Interests upon either:-

              


      

    

    
       

      
        
          	
                	
                  2.3.1

                	
                  receipt
      by the Depository of a CREST Transfer or a Demat Form in respect of a
      specified number and Class of Company Securities which, in either case,
      has been executed by or on behalf of the holder of such Company
      Securities; or

                


        

      

    

    
       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                2.3.2

              	
                the
      issue or allotment to the Custodian on behalf of a CREST member of a
      specified number and Class of Company Securities; and in either
      case

              


      

    

    
       

      
        	
              	
                2.3.3

              	
                receipt
      by the Depository of a Stock Deposit Transaction for an equivalent number
      of Depository Interests.

              


      

    

    
       

      
        	
                2.4

              	
                Receipt
      by the Depository of:

              


      

    

    
       

      
        	
              	
                2.4.1

              	
                a
      completed CREST Transfer or a Demat Form as referred to in clause 2.3.1;
      and

              


      

    

    
       

      
        	
              	
                2.4.2

              	
                a
      Stock Deposit Transaction for a number of Depository Interests equivalent
      to that specified in such CREST Transfer or Demat
  Form;

              


      

    

    
       

      shall by
virtue of the Board Resolution constitute an instrument of transfer of such
Company Securities in favour of the Custodian as transferee and by virtue of
this clause but subject to the provisions of this Deed, be deemed to
constitute:

    

    
       

      
        	
              	
                (a)

              	
                an
      irrevocable instruction to the Depository to issue an equivalent number of
      Depository Interests in the name of the CREST member in whose favour such
      CREST Transfer is made or in whose name such Demat Form is made;
      and

              


      

    

    
       

      
        	
              	
                (b)

              	
                an
      irrevocable direction to the Depository or the Depository Interest
      Registrar on its behalf, to adjust by means of a registrar's adjustment
      transaction the stock account of the relevant CREST member in respect of
      the relevant number of Depository
Interests;

              


      

    

    
       

      and
accordingly, immediately upon completion of the same the Depository shall,
subject to the provisions of this Deed:

    

    
       

      
        	
              	
                (i) 

              	
                procure
      that there is immediately delivered to the Custodian on behalf
      of the Depository, by unconditional credit to the Custodian's account in
      the Share Register, a number or amount of Company Securities of the Class
      concerned equal to the number or amount of Depository Interests to be so
      issued;

              


      

    

    
       

      
        	
              	
                (ii) 

              	
                issue
      such Depository Interests;
and

              


      

    

    
       

      
        	
              	
                (iii) 

              	
                send
      such Registrar's adjustment
transaction.

              


      

    

    
       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      
        	
                
                  2.5

                

              	
                
                  The issue to the
      Custodian on behalf of a CREST member of a specified number and Class of
      Company Securities shall be deemed, subject to the provisions of this
      Deed, to constitute:

                

              


      

       

       

      
        	
              	
                2.5.1

              	
                an
      irrevocable instruction to the Depository to issue an equivalent number of
      Depository Interests in the name of the CREST member in whose favour such
      Company Securities are issued;
and

              


      

    

    
       

      
        	
              	
                2.5.2

              	
                a
      direction to the Depository or the Depository Interest Registrar on its
      behalf, to adjust by means of a registrar's adjustment transaction the
      stock account of the relevant CREST member in respect of the relevant
      number of Depository
Interests;

              


      

    

    
       

      and,
accordingly, immediately upon the issue of such Company Securities, the
Depository shall, subject to the provisions of this Deed:

    

    
       

      
        	
              	
                (a)

              	
                procure
      that there is immediately delivered to the Custodian on behalf of the
      Depository, by unconditional credit to the Custodian's account in the
      Share Register, a number or amount of Company Securities of the Class
      concerned equal to the number or amount of Depository Interests so
      issued;

              


      

    

    
       

      
        	
              	
                (b) 

              	
                issue
      such Depository Interests;
and

              


      

    

    
       

      
        	
              	
                (c) 

              	
                send
      such Registrar's adjustment
transaction.

              


      

    

    
       

      
        	
                2.6

              	
                The
      sending by the Depository or the Depository Interest Registrar of a
      Registrar's adjustment transaction in accordance with this Deed is taken
      to constitute confirmation by the Depository
  that:

              


      

    

    
       

      
        	
              	
                2.6.1

              	
                the
      relevant number of Depository Interests has been issued in the name of the
      relevant CREST member; and
that

              


      

    

    
       

      
        	
              	
                2.6.2

              	
                there
      has been delivered to the Custodian on behalf of the Depository, by
      unconditional credit to the Custodian's account in the Share Register, a
      number or amount of Company Securities of the Class concerned equal to the
      number or amount of Depository Interests so
  issued.

              


      

    

    
       

      
        	
                2.7

              	
                If
      at any time after the date of this Deed, the Company creates any separate
      Class(es) of Company Securities then any Depository Interests to be issued
      in respect of any such separate Class of Company Securities shall be
      issued in series, each series representing interests in a separate Class
      of Company Securities.

              


      

    

    
      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                2.8

              	
                Depository
      Interests shall be issued on the terms and conditions set forth or
      referred to in or prescribed pursuant to this Deed and the CREST Manual,
      in each case as from time to time
amended.

              


      

    

    
       

      
        	
                2.9

              	
                The
      Depository shall maintain in England separate registers in respect of each
      series of Depository Interests in accordance with the Regulations. Each
      such register shall record:

              


      

    

     

    
      
        	
              	
                2.9.1 

              	
                the
      number of Depository Interests outstanding from time to
    time;

              


      

    

    
       

      
        	
              	
                2.9.2 

              	
                the
      name and address of each person holding the Depository
      Interests;

              


      

    

    
       

      
        	
              	
                2.9.3 

              	
                how
      many Depository Interests each such person holds;
  and

              


      

    

    
       

      
        	
              	
                2.9.4

              	
                the
      date of issue and cancellation and changes in ownership in respect of all
      of Depository Interests.

              


      

    

     

    
      
        	
                2.10

              	
                Title
      to Depository Interests shall be evidenced only by entry on the Depository
      Interest Register and may be transferred only by means of the CREST
      system.

              


      

    

    
       

      
        	
                2.11 

              	
                The
      Depository shall, if requested to do so
by:

              


      

    

     

    
      
        	
              	
                (a)

              	
                the
      Company, arrange for the Depository Interest Register to be open to the
      inspection of any Holder without charge and of any other person in general
      on payment of a fee; and

              


      

    

    
       

      
        	
              	
                (b)

              	
                any
      Holder or other person who may require it, provide a copy of the
      Depository Interest Register, or any part of it, on payment of a fee; and
      the Depository shall cause any copy so required by a Holder to be sent to
      him within 10 days beginning with the day next following that on which the
      requirement is received by the
Depository.

              


      

    

     

    
      
        	
                2.12

              	
                The
      fees and other provisions relating to the inspection and copying of the
      Depository Interest Register will be those set out in the Companies
      (Inspection and Copying of Registers, Indices and Documents) Regulations
      1991 (SI 1991/1998) as amended or replaced from time to time, as if those
      regulations applied to the Depository Interest Register. Each Holder
      consents to such arrangements to open the Depository Interest Register for
      inspection.

              


      

    

    
       

      
        	
                2.13

              	
                Depository
      Interests may be issued only in uncertificated form. A request for
      conversion of Depository Interests into certificated units of a security
      for the purposes of the Regulations shall be deemed to be a request to the
      Depository for cancellation of such Depository Interests and withdrawal of
      the Deposited Property represented by such Depository Interests in
      accordance with this Deed.

              


      

    

    
      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                2.14

              	
                Subject
      to clauses 9.13 and 10.2, Depository Interests shall be transferable free
      from any equity, set-off or counterclaim between the Depository and the
      original or any intermediate
Holder.

              


      

    

    
       

      
        	
                2.15

              	
                The
      Depository shall have no obligation to arrange for the Depository
      Interests to be listed on any stock exchange or quoted or permitted to be
      dealt in or on any other
market.

              


      

    

    
       

      
        	
                2.16

              	
                The
      Depository Interests have not been and will not be registered under the
      securities legislation of any territory other than England and
      Wales.

              


      

    

    
       

      
        	
                2.17

              	
                Save
      for the trusts declared by clause 5.1 of this Deed, the Depository shall
      not be bound by or compelled to recognise any express, implied or
      constructive trust or other interest in respect of Deposited Property,
      even if it has actual or constructive notice of the said trust or
      interest. The Depository does not undertake any duty or obligation to any
      person (other than a Holder) and accepts no liability to any such
      person.

              


      

    

    
       

      
        	
                2.18

              	
                Depository
      Interests may be cancelled by the Depository pursuant to clauses 6, 7 and
      9.3 and, so far as the Depository considers appropriate, in the
      circumstances contemplated in clauses 9.11, 9.13, 10.2 and
      11.1.

              


      

    

    
       

      
        	
                2.19 

              	
                The
      Depository shall maintain in respect of each
  Holder:

              


      

    

     

    
      
        	
              	
                2.19.1

              	
                a
      securities account showing the amount of Deposited Company Securities
      attributable to that Holder and, if and so long as the Deposited Property
      includes cash;

              


      

    

    
       

      
        	
              	
                2.19.2

              	
                a
      cash account recording the cash amounts (if any) attributable to such
      Deposited Company Securities.

              


      

    

    
       

      
        	
                2.20

              	
                The
      Depository may suspend registration of transfers of Depository Interests
      and may
      in addition request the Operator to suspend the Depository Interests
      if:

              


      

    

    
       

      
        	
              	
                2.20.1

              	
                transfers
      of the Deposited Company Securities are suspended;
  or

              


      

    

    
       

      
        	
              	
                2.20.2

              	
                trading
      in the Deposited Company Securities is suspended in any market or on any
      exchange on which the Deposited Company Securities are traded or listed or
      the Deposited Company Securities are no longer transferable for any other
      reason; or

              


      

    

    
      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      
        	
              	
                2.20.3

              	
                the
      Operator is entitled under the Regulations or the CREST Rules to suspend
      the Deposited Company Securities;
or

              


      

    

    
       

      
        	
              	
                2.20.4 

              	
                in
      all the circumstances the Depository considers it reasonable to do
      so.

              


      

    

     

    
      
        	
                2.21

              	
                The
      Depository shall not be bound to enquire whether any of the circumstances
      described in clause 2.20 has
arisen.

              


      

    

    
       

      
        	
                2.22

              	
                The
      Depository shall not be bound to enquire whether any transactions in
      Depository Interests are in train before deciding to suspend or request a
      suspension and shall incur no liability to any Holder or potential Holder
      by reason of any suspension or request made in accordance with clause
      2.20.

              


      

    

    
       

      
        	
                3. 

              	
                APPOINTMENT OF
  CUSTODIAN

              


      

    

    
       

      
        	
                3.1

              	
                The
      Depository shall from time to time appoint one or more persons to act for
      it as Custodian. The function of the Custodian shall be to hold such of
      the Deposited Property as may be designated from time to time by the
      Depository, and any cash or other property derived from such Deposited
      Property, on behalf of the Depository. The Custodian shall be subject at
      all times and in all respects to the direction of the Depository and shall
      be responsible solely to it. The Depository may at any time terminate the
      appointment of any Custodian and appoint a successor Custodian. The
      Custodian may be a member of the same group of companies as the
      Depository.

              


      

    

    
       

      
        	
                3.2

              	
                The
      Depository shall require the Custodian to ensure that all Deposited
      Property held by the Custodian is identified as being held on behalf of
      the Depository for the account of Holders. The Depository shall not be
      liable to earn any interest on or to account to the Company or any Holder
      or any other person for any interest earned on moneys held either by it or
      by the Custodian or by any Agent which shall have been paid by or on
      behalf of the Company or any Holder under this Deed or shall otherwise
      have been received in respect of Deposited
  Property.

              


      

    

    
       

      
        	
                3.3

              	
                Notwithstanding
      the provisions of clause 3.1, the Depository may, to the extent permitted
      by applicable laws and regulations to which it is subject, itself perform
      the functions of the Custodian, in which case references in this Deed to
      the Custodian shall be deemed to be references to the
      Depository.

              


      

    

    
      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                4. 

              	
                DEPOSIT
      OF DEPOSITED PROPERTY; FURTHER
PROVISIONS

              


      

    

    
       

      
        	
                4.1

              	
                Each
      person to whom Depository Interests are to be issued pursuant to this Deed
      (the "Taker")
      shall be bound to give such warranties and certifications to the
      Depository as the Depository may reasonably require. Each Taker shall in
      any event be taken to warrant that Company Securities which are
      transferred or issued to the Custodian on behalf of the Depository for the
      account of the Taker are transferred or, as the case may be, issued free
      and clear of all liens, charges, encumbrances or third party interests
      (other than the interests therein arising pursuant to clause 5 of this
      Deed) and that such transfers or, as the case may be, such issues of
      Company Securities to the Custodian are not in contravention of the
      Constitutional Documents of the Company or of any contractual obligation
      binding on the Taker or the person making the transfer or of any
      applicable law or regulation or order binding on or affecting the Taker or
      the person making the transfer, and the Taker shall indemnify the
      Depository and keep it indemnified from and against any liability which it
      may suffer by reason of any breach of any such
  warranty.

              


      

    

    
       

      
        	
                4.2

              	
                The
      Depository shall be entitled to refuse to accept Company Securities for
      deposit hereunder:

              


      

    

     

    
      
        	
              	
                4.2.1

              	
                whenever
      it is notified in writing that the Company has restricted the transfer of
      Company Securities to comply with ownership restrictions under applicable
      law or under the Constitutional Documents or any contractual provision
      binding the Company; or

              


      

    

    
       

      
        	
              	
                4.2.2

              	
                if
      the Depository is requested to do so by or on behalf of the Company in
      order to facilitate the Company's compliance with or to avoid any breach
      of any securities or other laws in any jurisdiction;
  or

              


      

    

    
       

      
        	
              	
                4.2.3

              	
                if
      such action is deemed necessary or advisable by the Depository at any time
      or from time to time because of any requirement of any applicable law or
      of any government or governmental authority, body or agency or any
      regulatory authority or the Operator, or under any provision of this Deed
      or for any other reason.

              


      

    

    
       

      
        	
                5.

              	
                DECLARATION OF TRUST; NO
      SECURITY INTEREST; DUTIES WITH RESPECT
      TO DEPOSITED
PROPERTY

              


      

    

    
       

      
        	
                5.1 

              	
                The
      Depository hereby declares and confirms that it holds (itself or through
      the Custodian)
      as bare trustee and will so hold, subject to the terms of this Deed, all
      the Deposited Property pertaining to each series of Depository Interests
      for the benefit of the Holders of that series as tenants in common and
      that each of the Holders is entitled to rights in relation to the relevant
      Deposited Property accordingly. For the avoidance of doubt, in acting
      hereunder the Depository shall have only those duties, obligations and
      responsibilities expressly undertaken by it in this Deed and, except to
      the extent expressly provided by this Deed, does not assume any
      relationship of trust for or with the Holders or any other
      person.

              


      

    

    
      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      
        	
                5.2

              	
                Nothing
      in this Deed is intended to nor shall create a charge or other security
      interest in favour of the Depository. Any right or power of the Depository
      in respect of the Deposited Property is reserved by the Depository under
      its declaration of trust contained in clause 5.1 and is not given by way
      of grant by any Holder.

              


      

    

    
       

      
        	
                5.3

              	
                The
      Depository shall pass on to and, so far as it is reasonably able, exercise
      on behalf of and shall ensure that the Custodian passes on to and, so far
      as it is reasonably able, exercises on behalf of the relevant Holder(s)
      all rights and entitlements which it or the Custodian receives or is
      entitled to in respect of Deposited Company Securities in accordance with
      this Deed and which are capable of being passed on or
      exercised.

              


      

    

     

    
      
        	
              	
                5.3.1

              	
                Any
      such rights or entitlements to cash distributions, to information, to make
      choices and elections, and to call for, attend and vote at general
      meetings and any class meetings shall, subject to the other provisions of
      this Deed, be passed on to the relevant Holder(s) immediately (and in any
      event within 3 working days) upon being received by the Custodian in the
      form in which they are received by the Custodian together with such
      amendments or such additional documentation as shall be necessary to
      effect such passing-on or, as the case may be, exercised in accordance
      with the terms of this Deed.

              


      

    

    
       

      
        	
              	
                5.3.2

              	
                Any
      such rights or entitlements to any other distributions, including but not
      limited to scrip dividends, to bonus issues or arising from capital
      reorganisations shall be passed on to the relevant Holder(s) (a) by means
      of the consolidation, sub-division, change in currency denomination,
      cancellation and/or issue of Depository Interests to reflect the
      consolidation, sub-division, change in currency denomination and/or
      cancellation of the underlying Deposited Company Securities or the issue
      of additional Depository Interests to the relevant Holder(s) to reflect
      the issue of additional Company Securities to the Custodian and (b) in
      either case immediately following such consolidation, sub-division, change
      in currency denomination and/or cancellation or issue of such Company
      Securities as the case may
be.

              


      

    

    
      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                5.3.3

              	
                If
      the Company makes a distribution in specie to the Custodian of an asset
      which is not readily divisible among Holders in their due proportions, the
      Custodian will use reasonable endeavours to sell the relevant asset within
      a reasonable time at the best price reasonably obtainable in the market
      and to distribute the net proceeds of sale appropriately. For the
      avoidance of doubt, the Custodian shall not be under any obligation to
      sell a relevant asset if there is in fact no market for it, nor will it be
      under any obligation to operate the asset in question in order to produce
      income from it.

              


      

    

    
       

      
        	
              	
                5.3.4

              	
                If
      arrangements are made which allow a Holder to take up any rights in
      Company Securities requiring further payment from a Holder, it must if it
      wishes the Depository to exercise such rights on its behalf put the
      Depository in cleared funds before the relevant payment date or such other
      date that the Depository may notify the Holders in respect of such
      rights.

              


      

    

    
       

      
        	
              	
                5.3.5

              	
                The
      Depository will accept all compulsory purchase and similar notices in
      respect of Depository Interests but will not, and the Custodian will not,
      exercise choices, elections or voting or other rights or entitlements in
      the absence of express instructions in writing or by electronic means from
      the relevant Holder.

              


      

    

    
       

      
        	
              	
                5.3.6

              	
                The
      Depository shall re-allocate any Company Securities or distributions which
      are allocated to the Custodian and which arise automatically out of any
      right or entitlement to Deposited Company Securities to Holders
      pro-­rata to the Deposited Company Securities held for their
      respective accounts provided that the Depository shall not be required to
      account for any fractional entitlements arising from such re-allocation
      which fractional entitlements shall be aggregated and given to
      charity.

              


      

    

    
       

      
        	
              	
                5.3.7

              	
                Any
      other rights or entitlements shall be passed on to or, as the case may be
      exercised on behalf of, Holders in such manner and by such means as the
      Depository shall in its absolute discretion determine. Where the rights or
      entitlements consist of reports, notices, circulars or other information
      received by the Custodian, the obligation to pass them on is subject to
      the Custodian having received a sufficient number of each such document to
      pass on one copy to each
Holder.

              


      

    

    
       

      
        
          	
                  5.4

                	
                  The
      Depository will not be bound to take notice of, nor to see to the carrying
      out of, any trust, mortgage, charge, pledge or claim in favour of any
      other person. A receipt from a Holder (or from a Holder's personal
      representatives or nominated transferee in accordance with clause 6) for
      the Depository Interests will free the Depository from responsibility to
      any such other person in respect of any such interest. The Depository may
      ignore any notice it receives of the right, title, interest or claim of
      any other person to an interest in those assets, except where the interest
      is conferred by operation of
law.

                


        

      

    

    
      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

    

     

    
      
        	
                6.

              	
                WITHDRAWAL
      OF DEPOSITED PROPERTY ON TRANSFER AND RELATED
  MATTERS

              


      

    

    
       

      
        	
                6.1

              	
                Subject
      to the provisions of this Deed, the Depository shall only cancel
      Depository Interests and transfer the Deposited Property represented
      thereby upon the request of the
Holder.

              


      

    

    
       

      
        	
                6.2

              	
                The
      receipt by the Depository of either a Stock Withdrawal Transaction into
      Own Name or a Stock Withdrawal Transaction into New Name for a specified
      number of Depository Interests shall in addition to the meaning attributed
      to it within the CREST system (if different) be deemed to
      constitute:

              


      

    

    
       

      
        	
              	
                6.2.1

              	
                in
      the event of a Stock Withdrawal Transaction into New Name, an irrevocable
      instruction to the Depository Interest Registrar to debit the account on
      the Depository Interest Register of the CREST member who issued such Stock
      Withdrawal Transaction and credit the account of the transferee specified
      in such Stock Withdrawal Transaction, whether or not a CREST member, in
      each case with the relevant number of Depository Interests and for the
      avoidance of doubt any such transferee whether or not a CREST member shall
      not become a Holder;

              


      

    

    
       

      
        	
              	
                6.2.2

              	
                in
      the event of a Stock Withdrawal Transaction (whether into New Name or Own
      Name) an irrevocable request from the Holder on the Depository Interest
      Register for those Depository Interests to be cancelled and for the
      Deposited Property represented thereby to be withdrawn;
  and

              


      

    

    
       

      
        	
              	
                6.2.3

              	
                an
      irrevocable instruction from the Holder on the Depository Interest
      Register to the Custodian to immediately transfer the relevant Deposited
      Property to the transferee specified in such Stock Withdrawal Transaction
      into New Name or, in the case of a Stock Withdrawal Transaction into Own
      Name, the Holder of the relevant Depository Interests (in either case the
      "Transferee") and
      to pay any money comprised in or referable to the Deposited Property
      relating to such Depository Interests to such
  Transferee.

              


      

    

    
       

      
        
        

      

    

    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                    6.3

                  	
                    In
      respect of any transfer to the
Transferee:

                  


          

        

        
           

        

      

    

    
      
        	
              	
                6.3.1

              	
                the
      Depository shall be entitled to deliver to the Transferee, in lieu of the
      relevant Deposited Company Securities to which he is entitled, any
      securities into which such Deposited Company Securities have been
      converted, sub-divided, re-denominated or consolidated, any securities
      which are substituted by the Company for such Deposited Company Securities
      or any proceeds and/or securities received or issued in lieu of such
      Deposited Company Securities as a result of any corporate event of or
      affecting the Company; and

              


      

    

    
       

      
        	
              	
                6.3.2

              	
                without
      prejudice to the generality of clause 6.3.1, where the Depository has at
      the direction of the Holder assented Deposited Company Securities to a
      third party pursuant to a take-over offer, the Depository shall deliver to
      the Transferee in question the proceeds and/or securities received in
      respect of the assented Deposited Company Securities attributed to the
      Depository Interests being withdrawn in lieu of such Deposited Company
      Securities;

              


      

    

    
       

      in each
case as soon as practicable following receipt if the same have not been received
by the Depository by the time of receipt of the relevant Stock Withdrawal
Transaction whether into Own Name or into New Name.

    

    
       

      
        	
                6.4

              	
                Notwithstanding
      the provisions of clause 6, the Depository shall not be required to make
      arrangements for the transfer of Company Securities of a particular Class
      during any period when the Share Register is
  closed.

              


      

    

    
       

      
        	
                6.5

              	
                The
      Depository shall not be liable to a Holder or a Transferee if any
      Deposited Property cannot be delivered to or to the order of a Transferee
      by reason of any prohibition imposed upon the Depository or the Holder by
      applicable law or any other matter beyond the Depository's reasonable
      control.

              


      

    

    
       

      
        	
                6.6

              	
                Notwithstanding
      the withdrawal of Deposited Company Securities under this clause 6, income
      distributions attributable thereto will be dealt with in accordance with
      clause 5.

              


      

    

    
       

      
        	
                6.7

              	
                Any
      person requesting cancellation of Depository Interests may be required by
      the Depository to furnish it with such reasonable proof, certificates and
      representations and warranties as to matters of fact, including, without
      limitation, as to his identity and with such further documents and
      information as the Depository may reasonably deem necessary or appropriate
      for the administration or implementation of this Deed in accordance with
      applicable laws and regulations. The Depository may withhold delivery of
      the Deposited Property until such items are so
  furnished.

              


      

    

    
      


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                7.

              	
                COMPULSORY
      WITHDRAWAL

              


      

    

    
       

      
        	
                7.1

              	
                If
      it shall come to the notice of the Depository, or if the Depository shall
      have reason to believe, that any Depository
  Interests:

              


      

    

    
       

      
        	
              	
                7.1.1

              	
                are
      owned directly or beneficially by any person in circumstances which, in
      the opinion of the Depository, might result in the Depository or the
      Custodian suffering any liability to taxation or pecuniary, fiscal or
      material regulatory disadvantage which it might not otherwise have
      suffered; or

              


      

    

    
       

      
        	
              	
                7.1.2

              	
                are
      owned directly or beneficially by, or otherwise for the benefit of, any
      person in breach of any law or requirement of any jurisdiction or
      governmental authority or so as to result in ownership of any Company
      Securities exceeding any limit under, or otherwise infringing the
      Constitutional Documents of or law applicable to the Company or the terms
      of issue of the Company Securities;
or

              


      

    

    
       

      
        	
              	
                7.1.3

              	
                are
      owned directly or beneficially by, or otherwise for the benefit of, any
      person who fails to furnish to the Depository such proof, certificates and
      representations and warranties as to matters of fact, including, without
      limitation, as to his identity, as the Depository may deem necessary or
      appropriate for the administration or implementation of this Deed in
      accordance with applicable laws and regulations, including (without
      limitation) information specified in the CREST Manual;
  or

              


      

    

    
       

      
        	
              	
                7.1.4

              	
                are
      owned by a Holder who ceases at any time to be, or is suspended in whole
      or in part as, a CREST member for any reason;
or

              


      

    

    
       

      
        	
              	
                7.1.5 

              	
                cease
      to be capable of being held in the CREST system;
  or

              


      

    

    
       

      
        	
              	
                7.1.6

              	
                are
      held by a Holder who has failed to duly and punctually perform any
      obligation to the Depository or Custodian or the Company imposed upon him
      by virtue of this Deed or any other agreement or instrument to which he is
      a party or by which he is bound with respect to those or any other
      Depository Interests, and in relation to whom the Depository determines
      that it is appropriate that the provisions of this clause shall apply;
      or

              


      

    

    
       

      
        	
              	
                7.1.7

              	
                are
      held on behalf of a Holder or Holders representing Shares of such value as
      to require the Depository or Custodian, under applicable law, to make a
      mandatory offer for other Company
Securities,

              


      

    

    
       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

    

    
      then the
Holder shall be deemed to have requested the cancellation of his Depository
Interests and the withdrawal of the Deposited Company Securities represented by
his Depository Interests and the provisions of clause 762 shall then apply as if
the Holder had submitted a Stock Withdrawal Transaction into Own
Name.

    

    
       

      
        	
                7.2 

              	
                If
      any regulatory authority refuses to approve the holding of the Depository
      or the Custodian of Company Securities at or above a certain level, and
      requires the Depository or Custodian to divest itself of some or all of
      the Company Securities held by it,
then:

              


      

    

    
       

      
        	
              	
                7.2.1

              	
                the
      Depository will consult with the Company as to what action it proposes to
      take; and

              


      

    

    
       

      
        	
              	
                7.2.2

              	
                a
      Holder or Holders (as appropriate) will be deemed to have requested the
      cancellation of their Depository Interests and the withdrawal of the
      Company Securities represented by those Depository Interests and the
      provisions of clause 6.2 shall then apply as if the Holder had submitted a
      Stock Withdrawal Transaction into Own
Name.

              


      

    

    
       

      In
deciding what action to take the Depository will start from the presumption that
all Holders should have their Depository Interests cancelled proportionally, but
this presumption may be departed from in any particular case if, in the
Depository's view, the circumstances make it appropriate to do
so.

    

    
       

      
        	
                7.3

              	
                On
      the Holder being deemed, at the election of the Depository, to have
      requested the withdrawal of the Deposited Company Securities represented
      by his Depository Interests pursuant to clause 7.1, the Depository shall
      make such arrangements to the extent practicable and permitted by
      applicable law and regulation for the delivery of the Deposited Property
      represented by the Holder's Depository Interests to the Holder as the
      Depository shall think fit. Without limitation, the Depository
      may:-

              


      

    

    
       

      
        	
              	
                7.3.1

              	
                arrange
      for the Depository Interests of such Holder to be transferred (or
      cancelled and re-issued) to a CREST member selected by the Depository who
      shall hold the same as nominee for such Holder on such terms as the
      Depository or that CREST member shall think fit;
  or

              


      

    

    
       

      
        	
              	
                7.3.2

              	
                arrange
      for such Depository Interests to be cancelled and for the Deposited
      Property represented thereby to be transferred to such Holder;
      or

              


      

    

    
       

      
        	
              	
                7.3.3

              	
                in
      its absolute discretion, sell all or part of the Deposited Property and
      deliver the net proceeds to the
Holder.

              


      

    

    
       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

    

    
      The
Depository shall be entitled to deduct such fees, costs, duties, taxes and
charges as may be applicable and any other sums owing to the Depository in
accordance with the provisions of this Deed from the Deposited Property or from
the net proceeds thereof before delivering the same to the Holder. If any
official consents need to be obtained prior to the delivery of the Deposited
Property or the net proceeds thereof to the Holder, the Depository shall make
such arrangements with respect to the Deposited Property or the net proceeds
thereof as it shall see fit.

    

    
       

      
        	
                8.

              	
                AUTHORISATIONS,
      CONSENTS, etc

              


      

    

    
       

      
        	
                8.1

              	
                The
      Depository warrants that it is an authorised person under the FSMA and is
      duly authorised to carry out the custodial and other activities required
      of it by this Deed in accordance with that Act and undertakes that, if and
      so long as this Deed remains in force, it shall, at its own burden and
      expense, maintain that status and authorisation or any corresponding
      status under any legislation or regulatory requirement in England which
      may from time to time apply to the carrying on of such activities in
      addition to or in substitution for the requirements of the FSMA. Subject
      to clause 9, the Depository further warrants that it shall, and shall
      procure that every Depository Interest Registrar, Custodian, Agent or
      other person appointed by the Depository pursuant to this Deed shall, at
      all times and in all respects comply with and maintain in place all
      necessary registrations/notifications and procedures to comply with the
      Data Protection Act 1998 at no cost to any
  Holder.

              


      

    

    
       

      
        	
                8.2

              	
                Subject
      to clause 8.1, if any other governmental or administrative authorisation,
      consent, registration or permit or any report to any governmental or
      administrative authority is required in order for the Depository to
      receive Company Securities to be deposited hereunder and/or for Depository
      Interests representing the same to be issued pursuant to this Deed, or in
      order for Company Securities or other securities or property to be
      distributed or to be subscribed or acquired in accordance with the
      provisions prescribed in or pursuant to this Deed, the prospective Holder
      shall apply for such authorisation, consent, registration, or permit or
      file such report within the time required. The Depository shall not be
      bound to issue Depository Interests or distribute, subscribe or acquire
      Company Securities or other property with respect to which such
      authorisation, consent, registration, permit or such report shall not have
      been obtained or filed, as the case may be, and shall have no duties to
      obtain any such authorisation, consent, registration or permit or to file
      any such report except in circumstances where the same may only be
      obtained or filed by the Depository and only without unreasonable burden
      or expense.

              


      

    

    
      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                9.

              	
                LIABILITY

              


      

    

    
       

      
        	
                9.1

              	
                The
      Depository shall not incur any liability to any Holder or to any other
      person for any Liabilities suffered or incurred, arising out of or in
      connection with the performance or non-performance of its obligations or
      duties whether arising under this Deed or otherwise save to the extent
      that such Liabilities result from its negligence or wilful default or
      fraud or that of any person for whom the Depository is vicariously liable
      provided that the Depository shall not incur any such liability as a
      result of the negligence or wilful default or fraud of any Custodian or
      Agent which is not a member of the same group of companies as the
      Depository unless the Depository shall have failed to exercise reasonable
      care in the appointment and continued use and supervision of such
      Custodian or Agent. Nor shall the Depository incur any such liability if
      any Liability suffered or incurred by the Holder is attributable to or
      results from the negligence or wilful default or fraud of the Operator or
      the Company or the acts or omissions of any person who provides banking
      services in connection with the CREST system. Except in the case of
      personal injury or death, any liability incurred by the Depository to a
      Holder under this Deed will be limited
to:

              


      

    

    
       

      
        	
              	
                9.1.1

              	
                the
      value (at the date the act, omission or other event giving rise to the
      liability is discovered and as if such act, omission or other event had
      not occurred) of the Deposited Property that would have been properly
      attributable (if such act, omission or other event had not occurred) to
      the Depository Interests to which the liability relates; or if
      less;

              


      

    

    
       

      
        	
              	
                9.1.2

              	
                that
      proportion of £10 million which corresponds to the proportion which the
      amount the Depository would otherwise be liable to pay to the Holder bears
      to the aggregate of the amounts that the Depository would otherwise be
      liable to pay to all or any Holders in respect of the same act, omission
      or event which gave rise to such liability or if there are no such other
      amounts, £10 million.

              


      

    

    
       

      
        	
                9.2

              	
                The
      Depository shall not incur any liability to any Holder or to any other
      person if, by reason of:

              


      

    

    
       

      
        	
              	
                9.2.1

              	
                any
      provision of any present or future law or regulation of any jurisdiction
      or of any governmental authority, or by reason of the interpretation
      thereof; or

              


      

    

    
       

      
        	
              	
                9.2.2 

              	
                any
      compulsory withdrawal pursuant to clause 7;
or

              


      

    

    
       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                9.2.3 

              	
                the
      Constitutional Documents of the Company;
or

              


      

    

    
       

      
        	
              	
                9.2.4

              	
                the
      provisions of the CREST Manual or CREST Rules or the application thereof;
      or

              


      

    

    
       

      
        	
              	
                9.2.5

              	
                any
      refusal or failure of the Operator or of any other person to provide any
      service in relation to the CREST system or any operational failure of the
      CREST system; or

              


      

    

    
       

      
        	
              	
                9.2.6 

              	
                any
      act or omission of the Company;
or

              


      

    

    
       

      
        	
              	
                9.2.7 

              	
                any
      computer failure; or

              


      

    

    
       

      
        	
              	
                9.2.8 

              	
                any
      circumstance beyond the reasonable control of the
    Depository,

              


      

    

    
       

      and the
performance by it or any other person of any act or thing which is required or
permitted or contemplated to be done or performed by or pursuant to this Deed
shall thereby be prevented or delayed or required to be effected in some manner
or to an extent which is different in any respect from that provided for or
contemplated by this Deed.

    

    
       

      
        	
                9.3 

              	
                If
      and to the extent that by virtue of laws of any jurisdiction outside the
      United Kingdom,
      or the application or operation of those laws in any particular event or
      circumstance, or by virtue of the provisions of the Constitutional
      Documents or the application or operation of those provisions in any
      particular event or circumstance, the Depository or the Custodian does not
      acquire unconditional and absolute title or right to any Deposited
      Property, or acquires a title or right to any Deposited Property which is
      in any manner encumbered or defective or liable to be displaced or
      avoided, or where as a result of an event or circumstance beyond the
      Depository's reasonable control the Deposited Property is reduced or
      depleted or the Depository does not hold sufficient Company Securities to
      cover the Depository Interests in issue, neither the Depository nor the
      Custodian shall be in any way liable to any Holder or any other person by
      reason thereof; but in any such case the Depository shall be entitled to
      take or cause to be taken such action as shall in its opinion be
      reasonable or appropriate, including without limitation the cancellation
      without compensation of the Depository Interests of any Holder(s)
      determined by the Depository whether or not such Holder(s) are in any way
      responsible for the relevant event or circumstance; and each Holder agrees
      that, by acquiring and holding Depository Interests representing Company
      Securities by means of the arrangements contemplated by this Deed, he
      accepts the risk that, by virtue of such laws or terms and conditions, or
      the application or operation thereof, or any such event or circumstance,
      his interest in any relevant Deposited Property may not be entire,
      complete and unimpeachable.

              


      

    

    
      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      If the
Depository becomes entitled to take or cause to be taken action as aforesaid, it
will in its sole discretion consider whether it may directly or indirectly
transfer or make available to any Holder adversely affected, in whole or in
part, the benefit of any rights, claims or other assets which may be available
to the Depository and which pertain to the matter(s) giving rise to the relevant
event or circumstance.

    

    
       

      
        	
                9.4

              	
                The
      Depository may rely on, and shall not be liable for any loss suffered by
      any Holder or any other person by reason of its having accepted (or the
      Custodian or any other Agent or the Company or its agents having accepted)
      as valid and having relied upon, any written notice, request, direction,
      transfer, certificate for Company Securities (or other securities)
      electronic communication or any other document or any translation thereof
      or communication reasonably believed by it in good faith to be genuine
      notwithstanding that the same shall have been forged or shall not be
      genuine or accurate or shall not have been duly authorised or
      delivered.

              


      

    

    
       

      
        	
                9.5

              	
                The
      Depository may act, or take no action, on the advice or opinion of, or in
      reliance upon, any certificate or information obtained from, the Company
      or any reputable lawyer, valuer, accountant, banker, broker, information
      provider, settlement system operator registrar or other expert whether
      obtained by the Company, the Depository or otherwise and shall not except
      where any such person is a member of the same group of companies as the
      Depository be responsible or liable to any Holder or any other person for
      any loss or liability occasioned by so acting or refraining from acting or
      relying on information from persons depositing Company Securities or
      otherwise entitled to the issue of Depository Interests. Any such advice,
      opinion, certificate or information may be sent or obtained by letter,
      telex, facsimile transmission, e-mail, telegram, cable or other electronic
      communication and the Depository shall not be liable for acting on any
      such advice, opinion, certificate or information notwithstanding that the
      same shall have been forged or shall not be genuine or
      accurate.

              


      

    

    
       

      
        	
                9.6

              	
                The
      Depository may call for and shall be at liberty to accept as sufficient
      evidence of any fact or matter or the expediency of any transaction or
      thing, a certificate, letter or other written communication, purporting to
      be signed on behalf of the Company by a director of the Company or by a
      person duly authorised in writing by a director of the Company or such
      other certificate from any such person as is specified in clause 9.5 which
      the Depository considers appropriate and the Depository shall not be bound
      in any such case to call for further evidence or be responsible to any
      Holder or any other person for any loss or liability that may be
      occasioned by the Depository acting on such
  certificate.

              


      

    

    
      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

    

    
      


      
        	
                9.7

              	
                The
      Depository shall not be required or obliged to monitor, supervise or
      enforce the observance and performance by the Company of any of its
      obligations, including, without limitation, those arising under or in
      connection with applicable law, or any contract or instrument to which the
      Company is a party or by which it or any of its assets is bound. The
      Depository makes no representation or recommendation to any person
      regarding the financial condition of the Company or the advisability of
      acquiring Depository Interests or Company Securities or other property or
      as to the type or character or suitability of them and takes no
      responsibility for the operations of the Company or the effect of them on
      the value of the relevant Company Securities or Depository Interests or
      any rights derived from them.

              


      

    

    
       

      
        	
                9.8

              	
                The
      Depository, the Custodian and any Agent may engage or be interested in any
      financial or other business transactions with the Company or any other
      member of any group of which the Company is a member, or in relation to
      the Deposited Property (including, without prejudice to the generality of
      the foregoing, the conversion of any part of the Deposited Property from
      one currency to another), may at any time hold or be interested in
      Depository Interests for their own account, and shall be entitled to
      charge and be paid all usual fees, commissions and other charges for
      business transacted and acts done by them otherwise than in the capacity
      of Depository or Custodian or Agent (as the case may be) in relation to
      matters arising under this Deed (including, without prejudice to the
      generality of the foregoing, charges on the conversion of any part of the
      Deposited Property from one currency to another and on any sales of
      property) without accounting to the Holders or any other person for any
      profit arising from it.

              


      

    

    
       

      
        	
                9.9

              	
                The
      Depository shall endeavour to effect any sale of securities or other
      property or transferable right and any conversion of currency as is
      referred to or contemplated by this Deed in accordance with its normal
      practices and procedures but shall have no liability with respect to the
      terms of such sale or conversion or if the effecting of such sale or
      conversion shall not be reasonably
practicable.

              


      

    

    
       

      
        	
                9.10

              	
                The
      Depository shall have no responsibility whatsoever to any Holder or any
      other person as regards any deficiency which might arise because the
      Depository is subject to or accountable for any tax in respect of any or
      any part of the Deposited Property or any income or capital distribution
      or other payment arising from it or any proceeds of sale. The Depository
      shall be entitled to make such deductions from the Deposited Property or
      any income or capital arising from it or to sell all or any of the
      Deposited Property and make such deductions from the proceeds of sale
      thereof as may be required by applicable law in order to comply with its
      obligations to account for any tax liability in respect
      thereof.

              


      

    

    
      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

    

    
       

      
        	
                9.11

              	
                Without
      prejudice to any other powers which the Depository may have hereunder, the
      Depository shall be entitled to enter into any agreement with or give any
      undertakings to any relevant taxation authority concerning the taxation
      status of the transactions effected pursuant to this Deed and to do all
      such things as may be required under the terms of any such agreement or
      undertakings.

              


      

    

    
       

      
        	
                9.12

              	
                Notwithstanding
      anything else contained in this Deed but subject always to the rights of a
      Holder under clause 5, the Depository may refrain from doing anything
      which could or might, in its reasonable opinion, be contrary to any law of
      any jurisdiction or any of the CREST Rules or any regulation or
      requirement of any regulatory authority or other body which is binding
      upon it, or which would or might otherwise in its reasonable opinion
      render it liable to any person and the Depository may do anything which
      is, in its opinion, necessary to comply with any such law, regulation or
      requirement or which is in its opinion necessary to avoid any such
      liability.

              


      

    

    
       

      
        	
                9.13

              	
                No
      provision of this Deed shall require the Depository to expend or risk its
      own funds or otherwise incur any financial liability in the performance of
      any of its duties or in the exercise of any of its rights or powers
      hereunder. If, notwithstanding this provision, the Depository reasonably
      does so, it shall be entitled to make such deductions from the Deposited
      Property or any income or capital arising from it or to sell all or any of
      the Deposited Property and make such deductions from the proceeds of sale
      as may be required to account for any loss or liability suffered by the
      Depository in respect of the Deposited
Property.

              


      

    

    
       

      
        	
                9.14

              	
                All
      communications, notices, certificates, documents of title and remittances
      to be delivered by or sent to or from Holders or their agents will be
      delivered to or sent to or from them at their own
  risk.

              


      

    

    
       

      
        	
                9.15

              	
                The
      Depository shall not be liable to a Holder in respect of any of its
      obligations under this Deed if it is unable to fulfil those obligations by
      reason of any prohibition imposed upon the Depository or the Holder by
      applicable law, any benefit attaching to Company Securities being unable
      to pass through the CREST system and alternative arrangements not being
      agreed with the Company or any other matter beyond the Depository's
      reasonable control.

              


      

    

    
       

      
        	
                9.16

              	
                Nothing
      in this Deed shall require the Depository to disclose Sensitive
      Information to a Holder. "Sensitive Information"
      is information:

              


      

    

    
      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                9.16.1 

              	
                that
      the Depository receives under any obligation of confidence;
    or

              


      

    

    
       

      
        	
              	
                9.16.2

              	
                the
      disclosure of which in the Depository's reasonable opinion might amount to
      a breach of law or regulation or the rules of any market on which Company
      Securities are listed or
traded.

              


      

    

    
       

      
        
          	
                  9.17

                	
                  The
      Depository shall not be liable to any Holder in respect of losses incurred
      in connection with any failure to disclose Sensitive Information pursuant
      to clause 9.16.

                


        

      

    

    
       

      
        	
                10. 

              	
                DEPOSITORY'S FEES AND
      EXPENSES

              


      

    

    
       

      
        	
                10.1

              	
                The
      Depository shall be entitled to charge Holders in respect of the provision
      of its services under this Deed the fees and expenses notified from time
      to time.

              


      

    

    
       

      
        	
                10.2

              	
                The
      Depository shall not be liable for any taxes, duties, charges, costs or
      expenses which may become payable in respect of the Deposited Company
      Securities or other Deposited Property or the Depository Interests,
      whether under any present or future fiscal or other laws or regulations or
      otherwise, and such amount as is proportionate or in the opinion of the
      Depository referable to a Depository Interest shall be payable by the
      Holder to the Depository at any time on request; or may be deducted from
      Deposited Property held for the account of the Holder and/or from any
      amount due or becoming due on such Deposited Property in respect of any
      dividend or other distribution. In default of this, the Depository may in
      its sole discretion sell, and for the account of the Holder discharge the
      same out of the proceeds of sale of, any appropriate number of Deposited
      Company Securities or other Deposited Property, and subsequently pay any
      surplus to the Holder.

              


      

    

    
       

      
        	
                11. 

              	
                INDEMNITIES

              


      

    

    
       

      
        
          	
                  11.1

                	
                  A
      Holder shall be liable for and shall indemnify the Depository and the
      Custodian and their respective agents, officers and employees and hold
      each of them harmless from and against, and shall reimburse each of them
      for, any and all Liabilities, arising from or incurred in connection with,
      or arising from any act performed in accordance with or for the purposes
      of or otherwise related to, this Deed insofar as they relate to Deposited
      Property held for the account of, or Depository Interests held by, that
      Holder, except for Liabilities caused by or resulting from any wilful
      default or negligence or fraud of (i) the Depository or (ii) the Custodian
      or any Agent if such Custodian or Agent is a member of the same group of
      companies as the Depository or if, not being a member of the same group of
      companies, the Depository shall have failed to exercise reasonable care in
      the appointment and continued use and supervision of such Custodian or
      Agent. The Depository shall be entitled to make such deductions from
      the Deposited Property or any income or capital arising from it or to sell
      all or any of the Deposited Property and make such deductions from the
      proceeds of sale as may be required to discharge the obligations of the
      Holder(s) under this
clause.

                


        

      

    

    
      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

       

    

    
      
        	
                11.2

              	
                The
      obligations of each Holder under clause 11.1 shall survive any termination
      of this Deed in whole or in part and any resignation or replacement of the
      Depository and any Custodian.

              


      

    

    
       

      
        	
                11.3

              	
                Should
      any amount paid or payable under this Deed by a Holder be itself subject
      to tax in the hands of the recipient or be required by law to be paid
      under any deduction or withholding, the relevant Holder(s) will pay such
      sums as will after any such tax, deduction or withholding leave the
      recipient with the same amount as he would have had if no such tax had
      been payable and no deduction or withholding had been made and such
      payments and adjustments shall be made as may be necessary to give effect
      to this clause 11.3.

              


      

    

    
       

      
        	
                12. 

              	
                AGENTS

              


      

    

    
       

      
        	
                12.1

              	
                The
      Depository may from time to time appoint one or more Agents on such terms
      as the Depository may think fit to perform any obligations of the
      Depository under this Deed and the Depository may remove any such
      Agent.

              


      

    

    
       

      
        	
                12.2

              	
                In
      particular but without prejudice to the generality of clause 12.1, the
      Depository shall be entitled to delegate by power of attorney or otherwise
      to any Agent, all or any of the powers, authorities and discretions vested
      in the Depository by this Deed and such delegation may be made upon such
      terms and subject to such conditions, including the power to sub-delegate,
      as the Depository may think
fit.

              


      

    

    
       

      
        	
                12.3

              	
                Notice
      of any appointment or removal pursuant to clause 12.1 or any delegation
      pursuant to clause 12.2 shall, where such matter is in the opinion of the
      Depository material to the Holders of any series of Depository Interests,
      be given by or for the Depository to the Holders of that or those
      series.

              


      

    

    
       

      
        	
                13. 

              	
                RESIGNATION OF THE
      DEPOSITORY

              


      

    

    
       

      
        	
                13.1

              	
                Subject
      to clause 13.2, the Depository may resign as Depository by giving at least
      30 days' prior notice in writing to that effect to the
      Holders.

              


      

    

    
       

      
        
        

      

    

    
      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    13.2

                  	
                    The
      resignation of the Depository shall take effect on the date specified in
      such notice provided that no such resignation shall take effect until the
      appointment by the Depository of a successor Depository. The
      Depository undertakes to use its reasonable endeavours to procure the
      appointment of a successor Depository with effect from the date specified
      in such notice as soon as reasonably practicable following the giving of
      notice of resignation. Upon any such appointment and acceptance, notice
      shall be given by or for the Depository to the Holders as soon as
      reasonably practicable.

                  


          

        

        
           

        

      

    

    
      
        
          	
                  13.3

                	
                  Upon
      the resignation of the Depository (referred to in this clause 13.3 as the
      "Retiring
      Depository")
      and against payment of all sums due to the Retiring Depository
      under this Deed, the Retiring Depository shall deliver to its successor as
      Depository (the "Successor")
      sufficient information and records to enable the Successor
      efficiently to perform its obligations under this Deed and shall transfer
      to the Successor or to a Custodian or other Agent appointed by the
      Successor all Deposited Property held by the Retiring Depository as
      trustee under this Deed. Upon the date when such resignation takes effect,
      any Custodian appointed by the Retiring Depository shall be instructed by
      the Retiring Depository to transfer to the Successor or to a Custodian or
      other Agent appointed by the Successor the Deposited Property held by it
      pursuant to this Deed.

                


        

      

    

    
       

      
        	
                14. 

              	
                TERMINATION OF
      DEED

              


      

    

    
       

      
        	
                14.1

              	
                The
      Depository may terminate this Deed either in its entirety or in respect of
      one or more series of Depository Interests by giving not less than 30
      days' prior notice to that effect to the Holders of the Depository
      Interests concerned. Upon such notice, each Holder shall be deemed to have
      requested the cancellation of its Depository Interests and the withdrawal
      of the Deposited Company Securities represented by its Depository
      Interests and clause 14.3 shall
apply.

              


      

    

    
       

      
        	
                14.2

              	
                Termination
      of this Deed for whatever reason shall be without prejudice to any and all
      accrued rights, obligations and liabilities of the Depository and any
      Holder as at the date of
termination.

              


      

    

    
       

      
        	
                14.3

              	
                During
      the period from the giving of such notice to the Holders until
      termination, each Holder shall be obliged to cancel the Depository
      Interests held by it and withdraw the Deposited Property relating to it in
      accordance with the terms of this
Deed.

              


      

    

    
       

      
        	
                14.4

              	
                If
      any Depository Interests in respect of which this Deed is terminated
      remain outstanding after the date of termination, the Depository shall as
      soon as reasonably practicable (i) deliver the Deposited Property then
      held by it under this Deed in respect of the Depository Interests to the
      respective Holder; or, at its discretion (ii) sell all or part of such
      Deposited Property; (iii) request the Operator to remove
    the

              


      

    

    
      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                     

                  	
                    relevant
      Depository Interests from the CREST system and (iv) following such removal
      shall not register transfers of the relevant Depository Interests, pass on
      dividends or distributions or take any other action in respect of such
      Deposited Property, except that it shall, as soon as reasonably
      practicable, deliver the net proceeds of any such sale, after deducting
      any sums then due to the Depository, together with any other cash then
      held by it under this Deed, pro rata to Holders in respect of their
      Depository Interests. After making such sale, the Depository shall,
      without prejudice to clause 14.2, be discharged from all further
      obligations under this Deed, except its obligation to account to Holders
      for such net proceeds and other cash comprising the Deposited Property
      without interest.

                  


          

        

        
           

        

      

    

    
      
        
          	
                  14.5

                	
                  For
      the avoidance of doubt, any obligations of a Holder herein to make
      payments to the Depository and indemnify it shall survive any such
      termination.

                


        

      

    

    
       

      
        	
                15. 

              	
                AMENDMENT
      OF DEED

              


      

    

    
       

      
        	
                15.1

              	
                All
      and any of the provisions of this Deed (other than this clause) may at any
      time and from time to time be amended or supplemented by the Depository in
      any respect which it may deem necessary or desirable by a deed
      supplemental to this Deed.

              


      

    

    
       

      
        	
                15.2

              	
                Notice
      of any amendment or supplement, other than an amendment or supplement of a
      minor or technical nature which does not in the reasonable opinion of the
      Depository materially affect the interests of the Holders of the
      Depository Interests concerned, shall be given by or for the Depository to
      the Holders of such series within 30 days of the amendment or supplement
      taking effect.

              


      

    

    
       

      
        	
                15.3

              	
                Any
      amendment or supplement which shall, in the reasonable opinion of the
      Depository, be materially prejudicial to the interests of the Holders as a
      whole or to the Holders of one or more series of Depository Interests
      shall only be made following consultation with the Company and shall not
      take effect until 40 days after service of notice on the Holders at which
      time the Holders shall be deemed to have accepted the amendment or
      supplement.

              


      

    

    
       

      
        	
                15.4

              	
                The
      Depository shall not be obliged to have regard to the consequences for the
      Holders of any proposed amendment or supplement to this Deed or the
      exercise of any power conferred on the Depository by this Deed except to
      the extent expressly provided in this
Deed.

              


      

    

    
       

      
        
        

      

    

    
      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                    16. 

                  	
                    FURTHER
      ACKNOWLEDGEMENTS BY THE
HOLDER

                  


          

        

        
           

          
            	
                    16.1 

                  	
                    The
      Holder acknowledges and agrees
that:-

                  


          

        

        
          


        

      

    

    
      
        	
              	
                16.1.1

              	
                the
      Depository has no responsibility for the operation or non-operation of the
      CREST system; accordingly, the Depository shall be entitled without
      further enquiry to execute or otherwise act upon instructions or
      information or purported instructions or information received by means of
      the CREST system notwithstanding that it may afterwards be discovered that
      such instructions or information were not genuine or were not initiated by
      the Operator, a CREST member or other person authorised to give them; any
      such execution or action by the Depository shall, save in the case of
      wilful default or reckless disregard of its obligations, constitute a good
      discharge to the Depository, which shall not be liable for any Liabilities
      suffered or incurred by the Holder or any other person arising in whatever
      manner directly or indirectly from and/or as a result of such execution or
      action;

              


      

    

    
       

      
        	
              	
                16.1.2

              	
                the
      Depository and the Custodian rely on the Company and/or the Share
      Registrar to supply information relating to cash distributions, corporate
      actions, forthcoming meetings of the holders of those securities and other
      matters having a bearing on the rights of persons holding Depository
      Interests representing Company Securities; accordingly the content of the
      information made available to Holders and the time at which such
      information is available will reflect the content of and timing of the
      supply of information to the Depository, the Custodian or its nominee, for
      which no responsibility is
accepted;

              


      

    

    
       

      
        	
              	
                16.1.3

              	
                the
      Holder shall not cause or endeavour to cause the Depository, the Custodian
      or its nominee to make or assert any right or claim whatsoever against the
      Operator or the Company or its directors, officers, employees or
      agents;

              


      

    

    
       

      
        	
              	
                16.1.4

              	
                the
      Depository and the Custodian may hold Holders' money entitlements in
      client bank accounts outside the United Kingdom on a pooled basis pending
      distribution and such money may not be protected as effectively as money
      held in a bank account in the United Kingdom; in particular, the relevant
      bank may be entitled to combine funds held in a client bank account with
      any other account of the Depository or the Custodian or to exercise any
      right of set-off or counterclaim against money held in a client bank
      account in respect of any sum owed to it on any other account by the
      Depository or the Custodian;

              


      

    

    
       

    

    
      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                  	
                    16.1.5

                  	
                    the
      Depository undertakes to take reasonable care in the selection and
      continued use of any person who provides banking and related services in
      connection with the Deposited Company Securities but neither the
      Depository nor the Custodian is responsible for the acts or omissions of
      any such person; and the Holder further acknowledges and agrees that any
      such person is responsible only to any or both of the Depository and the
      Custodian and undertakes to take no action to recover damages,
      compensation or payment or remedy of any other nature from any such
      person; and that

                  


          

        

        
           

        

      

    

    
      
        
          	
                	
                  16.1.6

                	
                  nothing
      in this Deed shall prevent the Depository carrying out nominee or
      depository services for anybody
else.

                


        

      

    

    
       

      
        	
                17. 

              	
                LIABILITY TO PAY STAMP DUTY
      RESERVE TAX

              


      

    

    
       

      
        	
                17.1

              	
                The
      Holder agrees and acknowledges that if and to the extent that stamp duty
      reserve tax ("SDRT")
      is not payable on agreements to transfer certain Depository
      Interests by virtue of the Stamp Duty Reserve Tax (UK Depository Interests
      in Foreign Securities) Regulations 1999, it shall be the responsibility of
      the Holder, and not the Depository or any other person, to ensure that any
      Depository Interests which the Holder is proposing to acquire or dispose
      of by means of the CREST system and which are identified by the CREST
      system as being exempt from the charge to SDRT on their transfer are so
      exempt.

              


      

    

    
       

      
        	
                17.2 

              	
                The
      Holder undertakes:

              


      

    

     

    
      
        	
              	
                17.2.1

              	
                to
      notify the Operator and the Depository immediately if Depository Interests
      which the Holder is proposing to acquire or dispose of by means of the
      CREST system and which are identified by the CREST system as being exempt
      from the charge to SDRT on their transfer are not so exempt;
      and

              


      

    

    
       

      
        	
              	
                17.2.2

              	
                to
      pay to the Operator any SDRT and any interest, charges or penalties in
      relation to late or non-payment of SDRT arising directly or indirectly
      from any agreement of the Holder to acquire or dispose of Depository
      Interests or Company Securities represented or to be represented by
      Depository Interests which are not exempt for whatever reason from the
      charge to SDRT on their transfer and to hold the Depository harmless from
      any and all Liabilities arising from or incurred in connection
      therewith.

              


      

    

    
       

      
        
          	
                  17.3

                	
                  For
      the purposes of this clause 17, a CREST member will be taken to be
      proposing to acquire
      Depository Interests or to have entered into an agreement to
      acquire Depository
      Interests if he acquires Depository Interests from another
      CREST member
      or if the Depository Interests are to be issued to him and to be proposing
      to dispose of Depository Interests or to have entered into an agreement to
      dispose of Depository Interests if he disposes of Depository Interests to
      another CREST member or if the Depository Interests would, as a result, be
      cancelled.

                


        

      

    

    
      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
                18.

              	
                REGULATORY
      REQUIREMENTS

              


      

    

    
       

      
        	
                18.1

              	
                The
      Depository is regulated in the conduct of its investment business (which
      for these purposes is taken to refer to the safeguarding and
      administration of the holdings of Company Securities in the manner
      described in this Deed) by the FSA. The following further provisions apply
      in relation to such investment
business.

              


      

    

    
       

      
        	
                18.2

              	
                The
      Holder may give instructions to the Depository in the manner described in
      this Deed. The Depository will not specifically acknowledge such
      instructions.

              


      

    

    
       

      
        	
                18.3

              	
                The
      Depository has established procedures in accordance with the requirements
      of the FSA for the effective consideration of complaints by Holders. All
      formal complaints should be made in writing to the compliance officer of
      the Depository at the registered office address of the Depository from
      time to time. In addition, Holders have a right of complaint direct to the
      Financial Ombudsman Service.

              


      

    

    
       

      
        	
                18.4

              	
                A
      statement is available from the Depository describing Holders' rights to
      compensation if the Depository is unable to meet its
      liabilities.

              


      

    

    
       

      
        	
                18.5

              	
                None
      of the Depository, the Custodian or its nominee shall (a) arrange for any
      Company Securities or other Deposited Property to be lent to any other
      person, or (b) charge in favour of any other person any such property as
      security.

              


      

    

    
       

      
        	
                19. 

              	
                DISCLOSURE OF OWNERSHIP,
      etc

              


      

    

    
       

      
        
          	
                  19.1

                	
                  The
      Depository or the Custodian may from time to time require from any Holder
      or former or prospective
Holder:

                


        

      

    

    
       

      
        	
              	
                19.1.1

              	
                information
      as to the capacity in which such Holder owns, owned, holds or held
      Depository Interests and regarding the identity of any other person or
      persons who then or previously has or has had any interest of any kind
      whatsoever in such Depository Interests and/or the underlying Company
      Securities represented thereby and the nature of any such interest;
      and

              


      

    

    
       

      
        	
              	
                19.1.2

              	
                evidence
      or declaration of nationality or residence of the legal or beneficial
      owner(s) of Depository Interests registered or to be registered in his
      name and such information as is required for the transfer of the relevant
      Company Securities to the Holder, and such other information as may be
      necessary or desirable for the purposes of this Deed or any other
      agreement or arrangement relating to the CREST system. Each Holder agrees
      to provide any such information requested by the Company or the Depository
      or the Custodian and consents to the disclosure of such information by the
      Depository or Custodian or the Company to the extent necessary or
      desirable to comply with their respective legal or regulatory obligations
      in any jurisdiction or any provision of the Constitutional Documents of
      the Company.

              


      

    

    
      


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      
        	
                19.2

              	
                To
      the extent that provisions of or governing any Company Securities or the
      Constitutional Documents of the Company or applicable law or regulation in
      any jurisdiction may require the disclosure to the Company of, or
      limitations in relation to, beneficial or other ownership of or any
      interest of any kind whatsoever in Company Securities or other securities,
      the Holders of Depository Interests shall comply with the provisions of
      such Constitutional Documents, and applicable laws and regulations and
      with the Company's instructions in respect of such disclosure or
      limitation, as may be forwarded to them from time to time by the
      Depository. Holders shall comply with all such disclosure requirements of
      the Company from time to
time.

              


      

    

    
       

      
        	
                20.

              	
                NOTICES

              


      

    

    
       

      Any
notice shall be in writing and signed by or on behalf of the person giving it.
Except in the case of personal service, any such notice shall be sent or
delivered to the party to be served, in the case of the Depository, at the
address set out above and marked for the attention of the Company Secretary and,
in the case of a Holder, at the address set out in the Depository Interest
Register. Any alteration in the details of the party to be served shall, to have
effect, be notified to the other party in accordance with this clause. Service
of a notice must be effected by one of the following
methods:-

    

    
       

      
        	
              	
                20.1.1

              	
                personally
      on any person or on a director or officer or the secretary of any party
      and shall be treated as served at the time of such
  service;

              


      

    

    
       

      
        	
              	
                20.1.2

              	
                by
      prepaid first class post (or by airmail if from one country to another)
      and shall be treated as served on the second (or if by airmail the fourth)
      business day after the date of posting. In proving service it shall be
      sufficient to prove that the envelope containing the notice was correctly
      addressed, postage paid and
posted;

              


      

    

    
      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

    

    
      
        	
              	
                20.1.3

              	
                by
      delivery of the notice through the letterbox of the party to be served and
      shall be treated as served on the first business day after the date of
      such delivery;

              


      

    

    
       

      
        	
              	
                20.1.4 

              	
                if
      by fax when received in a legible form;
or

              


      

    

    
       

      
        	
              	
                20.1.5

              	
                if
      by e-mail or other electronic communication (such contact details as
      agreed by the party to be served) when received in a legible
      form.

              


      

    

    
       

      
        	
                21. 

              	
                SEVERABILITY

              


      

    

    
       

      If at any
time any provision of this Deed is or becomes illegal, invalid or unenforceable
in any respect under the law of any jurisdiction, that shall not affect or
impair the legality, validity or enforceability under the law of any other
jurisdiction of that or any other provision of this Deed.

    

    
       

      
        	
                22. 

              	
                COPIES OF
      DEED

              


      

    

    
       

      A Holder
shall be entitled to one copy of this Deed upon payment of a reasonable copying
charge upon written request made to the Depository.

    

    
       

      
        	
                23. 

              	
                GOVERNING LAW AND
      JURISDICTION

              


      

    

    
       

      
        	
                23.1

              	
                This
      Deed and the Depository Interests shall be governed by and construed in
      accordance with English law.

              


      

    

    
       

      
        	
                23.2

              	
                For
      the benefit of the Depository, the Holder irrevocably agrees that the
      courts of England shall have jurisdiction to hear and determine any suit,
      action or proceeding, and to settle any disputes, which may arise out of
      or in connection with this Deed. For such purposes, the Holder irrevocably
      submits to the jurisdiction of the courts of
  England.

              


      

    

    
       

      
        	
                23.3

              	
                The
      Holder irrevocably waives any objection which it might now or hereafter
      have to the courts referred to in clause 23.2 being nominated as the forum
      to hear and determine any suit, action or proceeding, and to settle any
      disputes, which may arise out of or in connection with this Deed and agree
      not to claim any such court is not a convenient or appropriate
      forum.

              


      

    

    
       

      
        	
                23.4

              	
                The
      submission to the jurisdiction of the courts referred to in clause 23.2
      shall not (and shall not be construed so as to) limit the right of the
      Depository to take proceedings against the Holder in any other court of
      competent jurisdiction nor shall the taking of proceedings in any one or
      more jurisdictions preclude the taking of proceedings in any other
      jurisdiction, whether concurrently or
not.

              


      

    

    
      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

       

    

    
       

    

    
      
        	
                24. 

              	
                OVERRIDING
      PROVISIONS

              


      

    

    
       

      
        
          	
                  24.1

                	
                  For
      so long as the Depository Interests remain a participating security in
      CREST, no provision
      of this Deed or of any other instrument relating to the Depository
      Interests of
      that series shall apply or have effect to the extent that it is in any
      respect inconsistent
      with:-

                


        

      

    

    
       

      
        	
              	
                24.1.1 

              	
                the
      holding of the Depository Interests in uncertificated
  form;

              


      

    

    
       

      
        	
              	
                24.1.2

              	
                the
      transfer of title to the Depository Interests by means of a relevant
      system; or

              


      

    

    
       

      
        	
              	
                24.1.3 

              	
                the
      Regulations.

              


      

    

    
       

      
        	
                24.2

              	
                Without
      prejudice to the generality of clause 24.1 and notwithstanding anything
      contained
      in this Deed or any such
instrument:-

              


      

    

    
       

    

    
      
        	
              	
                24.2.1

              	
                all
      Depository Interest Registers shall be maintained at all times in the
      United Kingdom;

              


      

    

    
       

      
        	
              	
                24.2.2

              	
                Depository
      Interests may be issued in uncertificated form in accordance with and
      subject as provided in the
Regulations;

              


      

    

    
       

      
        	
              	
                24.2.3

              	
                title
      to the Depository Interests which are recorded on a Depository Interest
      Register as being held in uncertificated form may be transferred by means
      of the relevant system
concerned;

              


      

    

    
       

      
        	
              	
                24.2.4

              	
                the
      Depository shall comply with the provisions of regulations 25 and 26 of
      the Regulations in relation to the Depository
  Interests;

              


      

    

    
       

      
        	
              	
                24.2.5

              	
                regulation
      41 of the Regulations may be applied by the Depository where relevant;
      and

              


      

    

    
       

      
        	
              	
                24.2.6

              	
                a
      number of persons up to but not exceeding four may be registered as joint
      holders of a Depository
Interest.

              


      

    

    
      


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

       

    

    
      SCHEDULE

       

      TO
THE TRUST DEED POLL BY CAPITA IRG TRUSTEES LIMITED

       

    

    
      in
respect of securities in relation to

       

      Medgenics,
Inc.

    

    
       

      Unless
the context otherwise requires, in this Deed the following expressions shall
have the meanings ascribed below:-

    

     

    
      	
              
                Admission
      Date

              

            	
              
                4th
      December 2007

              

            
	
              
                Board
      Resolution

              

            	
              
                the
      resolution of the Board of Directors of the Company duly passed on
      [        ] 2008 by virtue of which the
      Company treats a CREST Transfer or a Demat Form in which either no
      transferee or a transferee other than the Custodian is specified together
      with a Stock Deposit Transaction for a number of Depository Interests
      equivalent to that specified in such CREST Transfer or Demat Form as valid
      instruments of transfer of shares in the capital of the Company and to
      authorise the same for registration as valid transfers of the number of
      securities specified therein to the Custodian;

              

            
	
              
                Company

              

            	
              
                Medgenics,
      Inc., a company incorporated and registered in the Territory with limited
      liability under the Delaware General Corporation Law under file number
      3166521 and the common shares of which have been admitted to trading on
      the Market;

              

            
	
              
                First
      Series of Depository Interests

              

            	
              
                all
      Depository Interests from time to time constituted and issued in
      accordance with this Deed in relation to Company Securities which are
      common shares of US$0.0001 par value each having the rights set out in the
      Constitutional Documents of the Company;

              

            
	
              
                Market

              

            	
              
                Alternative
      Investment Market ("AIM")
      of the London Stock Exchange plc;

              

            
	
              
                Territory

              

            	
              
                United
      States of America where the Company is incorporated and
      registered.

              

            


    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN WITNESS whereof this Deed has
been duly entered into the day and year first above written.

    

    
       

      
        	The Common Seal
      of	)
	CAPITA IRG TRUSTEES
      LIMITED	)
	was hereunto affixed
      in	)
	the presence
      of:	)