EXHIBIT
10.7

       

      Amendment
to Employment Agreement

    

    
      Between

       

    

    
      MEDGENICS
MEDICAL ISRAEL LTD.,

    

    
       

      private
company number 512919952,

       

    

    
      having
its principal office at 12 HaNapach St, Karmiel, 21653

    

    
      (the
“Company”); and

       

    

    
      name
Stephen
Bellomo,

    

    
       

      of Rechov
Itzhak Sadeh 7 Zichron Ya’akov 30900 
(Israeli I.D. No.
313669509)


    

    
       

      (the
“Employee”).

    

    
       

      
        	
                1.

              	
                The
      parties hereby agree and acknowledge, that as of July 1, 2007,
      all of the payments that the Company shall make to the Managers Insurance
      policy or pension fund (“the Policy”) shall be instead of any severance
      pay to which the Employee or Employee’s successors shall be entitled to
      receive from the Company with respect to the Salary from which these
      payments were made and the period during which they were made, in
      accordance with Section 14 of the Severance Pay Law 5723-1963 (the “Law”).
      The parties hereby adopt the General Approval of the Minister of Labor and
      Welfare, published in the Official Publications Gazette No. 4659 on June
      30, 1998, attached hereto as Schedule A. The Company hereby waives in
      advance any claim it has or may have to be refunded any of the payments
      made to the policy, unless (1) the Employee’s right to severance pay is
      invalidated by a court ruling on the basis of Sections 16 or 17 of the Law
      (and in such case only to the extent it is invalidated), or (2) the
      Employee withdrew funds from the policy for reasons other than an
      “Entitling Event”. An “Entitling Event” means death, disability or
      retirement at the age of 60 or
more.

              


      

    

    
       

      
        	
                2.

              	
                It
      is clarified, that there will be no change in the Company’s or the
      Employees payments to the
policy.

              


      

    

    
       

    

    
      
        
          	
                  
                    /s/
      Andrew Pearlman

                  

                	/s/ Stephen Bellomo
	
                  MEDGENICS
      MEDICAL ISRAEL, LTD.  
By: Dr. Andrew L. Pearlman,
      CEO	
                  Employee

                


        

        
          
 

        

      

      [HEBREW
TEXT] agreement section 14

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      - 2
-

    

    
      


       

      EXHIBIT
A

    

    
      


       

      [HEBREW
TEXT]

    

    
      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      - 3
-

    

    
       

    

    
      [HEBREW
TEXT]

    

    
       

      GENERAL APPROVAL REGARDING
PAYMENTS BY EMPLOYERS

    

    
      TO A PENSION FUND AND
INSURANCE FUND IN LIEU OF SEVERANCE PAY

    

    
      UNDER THE SEVERANCE PAY LAW,
5723-1963

    

    
       

      By virtue
of my power under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter:
the “Law”), I certify that payments
made by an employer commencing from the date of the publication of this approval
for the sake of his employee to a comprehensive pension provident fund that is
not an insurance fund within the meaning set forth in the Income Tax Regulations
(Rules for the Approval and Conduct of Provident Funds), 5724-1964 (hereinafter:
the “Pension Fund”) or to managers’
insurance which includes the possibility to receive annuity payments under an
insurance fund as aforesaid, (hereinafter: the “Insurance Fund”), including payments made by
the employer by a combination of payments to a Pension Fund and an Insurance
Fund (hereinafter: “Employer’s
Payments”), shall be made in lieu of severance pay due to said employee
with respect to the salary from which said payments were made and for the period
they were paid (hereinafter: the “Exempt
Salary”), provided that all the following conditions are
fulfilled:

    

    
       

      
        	
                (1)

              	
                The
      Employer’s Payments –

              


      

    

    
       

      
        	
              	
                (a)

              	
                to
      the Pension Fund are not less than 14 1/3% of the Exempt Salary or 12% of
      the Exempt Salary if the employer pays, for the sake of his employee, in
      addition thereto, payments to supplement severance pay to a severance pay
      provident fund or to an Insurance Fund in the employee’s name, in the
      amount of 2 1/3 % of the Exempt Salary. In the event that the employer has
      not paid the above mentioned 2 1/3% in addition to said 12%, his payments
      shall come in lieu of only 72% of the employee’s severance
      pay;

              


      

    

    
       

      
        	
              	
                (b)

              	
                to
      the Insurance Fund are not less than one of the
  following:

              


      

    

    
       

      
        	
              	
                (i)

              	
                13
      1/3% of the Exempt Salary, provided that, in addition thereto, the
      employer pays, for the sake of his employee, payments to secure monthly
      income in the event of disability, in a plan approved by the Commissioner
      of the Capital Market, Insurance and Savings Department of the Ministry of
      Finance, in an amount equivalent to the lower of either an amount required
      to secure at least 75% of the Exempt Salary or in an amount of 2 1/2% of
      the Exempt Salary (hereinafter: “Disability Insurance
      Payment”);

              


      

    

    
       

      
        	
              	
                (ii)

              	
                11%
      of the Exempt Salary, if the employer paid, in addition, the Disability
      Insurance Parent; and in such case, the Employer’s Payments shall come in
      lieu of only 72% of the employee’s severance pay. In the event that the
      employer has made payments in the employee’s name, in addition to the
      foregoing payments, to a severance pay provident fund or to an Insurance
      Fund in the employee’s name, to supplement severance pay in an amount of 2
      1/3% of the Exempt Salary, the Employer’s Payments shall come in lieu of
      100% of the employee’s severance
pay.

              


      

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      -
4 -

    

    
       

      
        	
                (2)

              	
                No
      later than three months from the commencement of the Employer’s Payment, a
      written agreement was executed between the employer and the employee,
      which includes:

              


      

    

    
       

      
        	
              	
                (a)

              	
                the
      employee’s consent to an arrangement pursuant to this approval, in an
      agreement specifying the Employer’s Payments, the Pension Fund and the
      Insurance Fund, as the case may be; said agreement shall also incorporate
      the text of this approval;

              


      

    

    
       

      
        	
              	
                (b)

              	
                an
      advance waiver by the employer of any right which he may have to a refund
      of monies from his payments, except in cases in which the employee’s right
      to severance pay was denied by a final judgment pursuant to Section 17 of
      the Law, and in such a case or in cases in which the employee withdrew
      monies from the Pension Fund or Insurance Fund, other than by reason of an
      entitling event; for these purposes an “Entitling Event” means death,
      disability or retirement at or after the age of
  60.

              


      

    

    
       

      
        	
                (3) 

              	
                This
      approval shall not derogate from the employee’s right to severance pay
      pursuant to any
      law, collective agreement, extension order or employment agreement with
      respect to compensation
      in excess of the Exempt
Salary.

              


      

    

    
       

      15th
Sivan 5758 (June 9th, 1998).

    

    
       

      


    

    
      	
              /s/
      Stephen Bellomo

            	
              /s/
      Andrew Pearlman

            
	
              Employee’s
      signature

            	
              Employer’s
      signature