EXHIBIT 10.8

         

        Amended and
Restated

      

      
        Personal Employment
Agreement

      

      
        


      

      
        This
Amended and Restated Personal Employment Agreement (the "Agreement") is entered as of the 1st day of
June, 2007 (herein, "Effective Date"), by and between Medgenics, Inc., a company
organized under the laws of the State of Delaware, USA ("Medgenics"), its wholly owned Israeli
subsidiary, Medgenics Medical Israel, Ltd., a company organized under the laws
of the State of Israel ("the Company"), having its
principal office at Hanapach 12, Karmiel 20101 Israel, and Dr. Andrew Pearlman,
of Moshav Shorashim D.N. Misgav 20164 (Israeli I.D. No. 015255136) (the "Employee").

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the Company was established for
      the purpose of engaging in the research and development, production and sale
      of products and/or services in the area of protein therapeutics and devices and uses
      therefor, and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  Medgenics
      was established for the purposes of holding all of the entire issued
      capital stock of the Company;
and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the
      parties have previously entered into a Personal Employment Agreement dated
      as of July 7, 2005 (the "2005
      Agreement") and now desire to amend and restated the 2005 Agreement
      in its entirety; and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the
      parties desire that the Employee continue to serve in the capacity of
      President and Chief Executive Officer of both Medgenics and the Company,
      all on the terms and conditions set forth herein;
  and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the
      Employee represents that he has the requisite skill and knowledge to serve
      as such; and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the parties desire to amend and
      restate the terms and conditions of the Employee's engagement by the Company on the
      terms and conditions set forth herein, effective as of the Effective
      Date;

                


        

      

      
        


      

      
        


      

      
        


      

      
        


      

      
        	
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      Agreement Pearlman CEO June 1, 2007

              	 
      


      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        NOW THEREFORE, in
consideration of the mutual promises, covenants, conditions, representations and
warranties set forth herein, and intending to be legally bound hereby, the
parties agree as follows:

      

      
        


      

      
        
          	
                  1.

                	
                  Appointment:
      Position

                


        

      

      
        


      

      
        
          	
                  1.1.

                	
                  The
      Employee shall serve as the President and Chief Executive Officer ("CEO") of each
      of the Company and Medgenics and, in such capacity, the Employee shall be
      subject to the direction and control of the Board of Directors of
      Medgenics (the "Board"). To the
      extent not in conflict with the direction of the Board, the Employee shall
      have all powers and authority conferred upon a General Manager or Chief
      Executive Officer under the Israeli Companies Ordinance [New Version]
      5743-1983 and the Companies Law 5759-1999, and, without limiting the
      generality of the aforesaid, he shall have sole authority to hire or fire
      employees of the Company and
Medgenics.

                


        

      

      
        


      

      
        
          	
                  1.2.

                	
                  The
      Employee shall perform his duties hereunder at the Company's facilities in
      Israel or, at his discretion reasonably exercised, out of his home;
      however, the Employee acknowledges and agrees that the performance of his
      duties hereunder will require a significant amount of domestic and
      international travel.

                


        

      

      
        


      

      
        
          	
                  2.

                	
                  Position.

                


        

      

      
        


      

      
        During
the term of this Agreement and unless and until otherwise agreed in writing by
the Board:

      

      
        


      

      
        	
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                  2.1.

                	
                  Subject
      only to Section 2.2 of this Agreement, the Employee shall be employed on a
      full-time basis and shall well, faithfully, honestly, diligently and with
      due skill, care and attention devote his full business time, attention,
      skills and efforts to the performance of such duties and responsibilities
      as are consistent with a President and CEO of other similarly situated
      companies or otherwise as may be assigned to him by the Board under this
      Agreement and to use his best efforts to promote the interests and the
      business and affairs of each of Medgenics and the Company and any other
      company from time to time within the same group of companies
      (collectively, the "Group").

                


        

      

      
        


      

      
        
          	
                  2.2.

                	
                  The
      aforementioned notwithstanding, the Employee may engage in additional
      minor advisory work for noncompeting ventures, but only with prior
      approval by the Board on a case by case
basis.

                


        

      

      
        


      

      
        
          	
                  2.3.

                	
                  The
      Employee acknowledges hereby that the terms of his employment, the
      circumstances thereof, and the nature of his work require an unusual
      amount of personal trust as set out in the Israel law governing Hours of
      Employment and Rest Law; 5711-1951, and therefore, said law shall not
      apply to his employment with the
Company.

                


        

      

      
         

         

      

      
        
          	
                  3.

                	
                  Term and
      Termination

                


        

      

      
        


      

      
        
          	
                  3.1.

                	
                  This
      Agreement shall commence as of the Effective Date and shall continue
      unless (i) this Agreement is terminated by the Company upon the Employee's
      death or disability or upon justifiable cause as provided in Section 3.2
      below, (ii) this Agreement is voluntarily terminated by either the Company
      or the Employee as provided in Section 3.3 below, or (iii) this Agreement
      is terminated due to the Employee's resignation as a director of the
      Company or Medgenics as provided in Section 3.6
  below.

                


        

      

      
        


      

      
        
          	
                  3.2.

                	
                  Notwithstanding
      the aforesaid, the Company (acting upon direction of the Board) shall have
      the right to terminate this Agreement effective upon the occurrence of any
      of the following: (i) the death of Employee, (ii) upon delivery of written
      notice to the Employee, the Employee's legal guardian or representative,
      as applicable, in the event that the Employee shall suffer the disability
      (as hereinafter defined), or (iii) upon delivery of written notice to the
      Employee in the event of any justifiable cause
  (as

                


        

      

      
        


      

      
        	
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                  hereinafter
      defined).

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  The
      term "disability"
      shall mean any physical or mental illness or injury as a result of which
      Employee remains absent from work or unable to perform substantially all
      of the duties required hereunder for a period of six (6) successive
      months, or an aggregate of six (6) months in any twelve (12) month period,
      as reasonably determined by the Board. The Employee shall not be deemed to
      suffer a disability until the end of such six-month
  period.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  The
      term "justifiable cause"
      shall mean any of the following: (i) a serious breach of trust by
      the Employee including but not limited to theft, embezzlement, or
      self-dealing; (ii) material damage to the Group or any member thereof
      caused by the Employee's prohibited disclosure to unauthorized persons or
      entities of confidential or proprietary information of or relating to the
      Group or any member thereof; (iii) the engaging by Employee in any
      business competitive to the business of the Group or any member thereof;
      (iv) the Employee's material breach of any provision of this Agreement
      (unless any such breach is the result of the Employee's death or
      disability), which breach continues without the satisfactory cure thereof
      (as reasonably determined by the Board) by the Employee for a period of
      thirty (30) days following written notice thereof from the Board to
      Employee, identifying in reasonable detail the alleged breach; and (v) the
      commission by the Employee of any willful, reckless or grossly negligent
      act or failure to act in connection with his performance of his duties as
      set forth herein or any breach of the Employee's fiduciary duties to
      Medgenics or the Company. For purposes of determining justifiable cause,
      the Employee's act, or failure to act, shall be deemed "willful" if
      Employee was not acting in good faith or acting without reasonable belief
      that Employee's action or omission was in the best interests of Medgenics
      and the Company.

                


        

      

      
        


      

      
        
          	
                  3.3.

                	
                  The
      Company, on one hand (acting upon direction of the Board), and the
      Employee on the other hand, shall each have the right to terminate this
      Agreement and the employment relationship hereunder at any time by giving
      3-month prior written notice (the "Notice Period")
      to the other party. During the Notice Period, the Company shall have the
      right to require that the Employee to not come to work and/or refrain
      from

                


        

      

      
        


      

      
        	
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                  performing
      all or certain duties, but in all events the Employee shall be entitled to
      receive his Salary and all other benefits pursuant to Sections 7-9 below
      during the Notice Period. In addition, the Company (acting upon direction
      of the Board) may terminate this Agreement immediately upon written notice
      (without a Notice Period), if the Company accompanies such written notice
      with the lump sum payment equal in amount to three-months of his
      then-current Salary and other benefits that would otherwise be payable to
      the Employee during a Notice Period. The Employee agrees that he will not
      voluntarily terminate this Agreement pursuant to this Section 3.3 prior to
      March 31, 2009.

                


        

      

      
        


      

      
        
          	
                  3.4.

                	
                  During
      the period following notice of termination by the Company, the Employee
      shall cooperate with the Company and use his best efforts to assist the
      integration into the Group's organization of the person or persons who
      will assume the Employee's
responsibilities.

                


        

      

      
        


      

      
        
          	
                  3.5.

                	
                  During
      any applicable Notice Period, this Agreement shall remain in full force
      and effect and there shall be no change in the Employee's position with
      the Company or Medgenics or any obligations hereunder, unless otherwise
      determined by the Board in a written notice to
  Employee.

                


        

      

      
        


      

      
        
          	
                  3.6.

                	
                  If
      the Employee shall resign as a director of either Medgenics or the Company
      (otherwise than at the request of the Board), this Agreement shall
      automatically terminate.

                


        

      

      
        


      

      
        
          	
                  4.

                	
                  Proprietary
      Information

                


        

      

      
        


      

      
        
          	
                  4.1.

                	
                  The
      Employee acknowledges and agrees that he will have access to information)
      whether or not proprietary or protected, or capable of protection, by
      intellectual property rights concerning (a) the business, financial,
      marketing and technical activities of the companies within the Group
      (including, without limitation, accounts, financial information, operating
      statistics, production and marketing records, forecasts, analyses,
      compilations and studies, notes, contacts and personnel data, information
      or opinions as to the affairs of the companies within the Group) and (b)
      scientific,

                


        

      

      
        


      

      
        	
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                  medical,
      regulatory information including regarding product research and
      development, including (without limitation, designs, plans, formulae,
      know-how, development, regulatory, production, and other scientific and
      technical techniques used by or known to companies within the Group) and
      (c) Medgenics', the Company's and/or the Group's banking, investments,
      investors, properties, employees, marketing plans, customers, trade
      secrets, test results, processes, data and know-how, improvements,
      inventions, techniques and products (actual or planned). Such information,
      whether documentary, written, oral or computer generated, shall be deemed
      to be and referred to as "Information".

                


        

      

      
        


      

      
        
          	
                  4.2.

                	
                  Information
      shall be deemed to include any and all information disclosed by or on
      behalf of Medgenics, the Company and/or the Group and irrespective of
      form, but excluding information that (i) was known to the Employee prior
      to his association with the Company and can be so proven; (ii) shall have
      appeared in any printed publication or patent or shall have otherwise
      become a part of the public knowledge except as a result of a breach of
      this Agreement by the Employee; or (iii) shall have been received by the
      Employee from a third party having no obligation of confidentiality to any
      company within the Group.

                


        

      

      
        


      

      
        
          	
                  4.3.

                	
                  The
      Employee agrees and declares that all Information, patents and other
      rights in connection therewith shall be the sole property of the Group (or
      its applicable member) and its assigns. At all times, both during and at
      all times after the term of this Agreement, the Employee will keep in
      confidence and trust all Information, and the Employee will not use or
      disclose any Information or anything relating to it without the written
      consent of the Board, except during the term of this Agreement as may be
      necessary in the ordinary course of performing the Employee's duties
      hereunder and in the best interests of the
  Group.

                


        

      

      
        


      

      
        
          	
                  4.4.

                	
                  Upon
      termination of this Agreement, the Employee will promptly deliver to the
      Company or to another company within the Group as directed by the Board
      all documents and materials of any nature pertaining to his work with
      Medgenics and/or companies within the Group, and he will not take with him
      any documents or materials or copies thereof containing any
      Information.

                


        

      

      
        


      

      
        	
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                  4.5.

                	
                  The
      Employee recognizes that Medgenics and/or companies within the Group
      received and will receive confidential or proprietary information from
      third parties subject to a duty on Medgenics' and/or the Company's part to
      maintain the confidentiality of such information and to use it only for
      certain limited purposes. At all times, both during his employment and
      after its termination, the Employee undertakes to keep and hold all such
      information in strict confidence and trust, and he will not use or
      disclose any of such information without the prior written consent of the
      Board, except as may be necessary to perform his duties as an employee of
      the Company during the term of this Agreement and consistent with
      Medgenics' and/or companies within the Group's agreement with such third
      party. Upon termination of his employment with the Company, Employee shall
      act with respect to such information as set forth in Section 4.4, mutatis
      mutandis.

                


        

      

      
        


      

      
        
          	
                  4.6.

                	
                  The
      Employee's undertakings in this Section 4 shall remain in full force and
      effect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
        


      

      
        
          	
                  5.

                	
                  Disclosure and
      Assignment of
Inventions

                


        

      

      
        


      

      
        
          	
                  5.1.

                	
                  The
      Employee understands that the Company is engaged in a continuous program
      of research, development, production and marketing in connection with its
      business and that, as an essential part of his employment with the
      Company, he is expected to make new contributions to and create inventions
      of value for the Company. Employee agrees to share with the Company all
      his knowledge and experience; provided, however, that Employee shall not
      disclose to the Company any information which Employee has undertaken to
      third parties to keep confidential or in which third parties have any
      rights.

                


        

      

      
        


      

      
        
          	
                  5.2.

                	
                  As
      of the Effective Date of this Agreement, the Employee undertakes and
      covenants that he has disclosed and going forward will promptly and fully
      disclose in confidence to the Company all inventions, improvements,
      designs, original works of authorship, formulas, concepts, techniques,
      methods, systems, processes, compositions of matter, computer software
      programs, databases, mask works, and trade secrets, related directly or
      indirectly to the Company's business or current or
    anticipated

                


        

      

      
        


      

      
        	
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                  research
      and development, whether or not patentable, copyrightable or protectable
      as trade secrets, that are made or conceived or first reduced to practice
      or created by him, either alone or jointly with others, during the period
      of his employment, whether or not in the course of his employment ("Company
      Inventions").

                


        

      

      
        


      

      
        
          	
                  5.3.

                	
                  The
      Employee agrees that all Company Inventions will be the sole and exclusive
      property of the Company.

                


        

      

      
        


      

      
        
          	
                  5.4.

                	
                  Entirely
      without prejudice to the foregoing, the Employee hereby irrevocably
      transfers and assigns to the Company: (a) all worldwide patents, patent
      applications, copyrights, mask works, trade secrets and other intellectual
      property rights in any Company Invention; and (b) to the extent
      permissible by law, any and all "Moral Rights" (as defined below) that he
      may have in or with respect to any Company Invention. He also hereby
      forever waives and agrees never to assert any and all Moral Rights he may
      have in or with respect to any Company Invention, even after termination
      of his work on behalf of the Company. "Moral Rights" mean any rights of
      paternity or integrity, any right to claim authorship of an invention, to
      object to any distortion, mutilation or other modification of, or other
      derogatory action in relation to, any invention, whether or not such would
      be prejudicial to his honor or reputation, and any similar right, existing
      under judicial or statutory law of any country in the world, or under any
      treaty, regardless of whether or not such right is denominated or
      generally referred to as a "moral right". The Employee will not file any
      patent applications for Company Inventions other than in the name of
      Medgenics or the Company (other than such patent applications which are
      required by law to be filed by such Employee but which shall immediately
      thereafter be assigned for no or nominal consideration to the
      Company).

                


        

      

      
        


      

      
        
          	
                  5.5.

                	
                  The
      Employee agrees to assist Medgenics and the Company in every proper way to
      obtain and enforce for Medgenics and/or the Company, as the case may be,
      patents, copyrights, mask work rights, and other legal protections for the
      Company Inventions in any and all countries. The Employee agrees to
      execute any documents that Medgenics or the Company may reasonably request
      for use in obtaining or enforcing such patents, copyrights, mask work
      rights, trade secrets and other legal
  protections.

                


        

      

      
        


      

      
        	
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                  His
      obligations under this Section 5.5 will continue beyond the termination of
      his employment with the Company, provided that the Company will compensate
      him at a reasonable rate after such termination for time or expenses
      actually spent by him at the Company's request on such assistance. The
      Employee hereby irrevocably appoints the Secretary of the Company as his
      attorney-in-fact to execute documents on his behalf for this
      purpose.

                


        

      

      
        


      

      
        
          	
                  5.6.

                	
                  The
      Employee's undertakings in this Section 5 shall remain in full force and
      effect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
        


      

      
        
          	
                  6.

                	
                  Non-Competition

                


        

      

      
        


      

      
        
          	
                  6.1.

                	
                  The
      Employee agrees and undertakes that he will not, so long as he is employed
      by the Company and for a period of 12 months following termination of his
      employment for whatever reason (the "Covenant
      Period"), directly or indirectly, as owner, partner, joint
      venturer, stockholder, employee, broker, agent, principal, corporate
      officer, director, licensor or in any other capacity whatever engage in,
      become financially interested in, be employed by, or have any connection
      with any business or venture that is engaged in any activities competing
      with products or services offered or reasonably anticipated to be offered
      or under active research and development by Medgenics or the Company;
      provided, however, that the Employee may own securities of any corporation
      which is engaged in such business and is publicly owned and traded but in
      an amount not to exceed at any one time one percent of any class of stock
      or securities of such company, so long as he has no active role in the
      publicly owned and traded company as director, employee, consultant or
      otherwise.

                


        

      

      
        


      

      
        
          	
                  6.2.

                	
                  The
      Employee agrees that, during the Covenant Period, he will not, directly or
      indirectly, (i) solicit or induce or attempt to solicit or induce any of
      Medgenics' or the Company's suppliers or customers to terminate such
      person's relationship with Medgenics or the Company, nor shall the
      Employee interfere with or disrupt (or attempt to interfere with or
      disrupt) any such relationship, or (ii) solicit or induce or in any manner
      encourage any contractor, producer, agent or business partner of Medgenics
      or the Company or any present employee of Medgenics or the Company
      or

                


        

      

      
        


      

      
        	
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                  any
      person who is an employee of Medgenics or the Company during the Covenant
      Period, to leave the employ of Medgenics or the Company or otherwise
      terminate their relationship with Medgenics or the
  Company.

                


        

      

      
        


      

      
        
          	
                  6.3.

                	
                  If
      any one or more of the terms contained in this Section 6 shall for any
      reason be held to be excessively broad with regard to time, geographic
      scope or activity, the term or scope shall be construed in a manner to
      enable it to be enforced to the extent compatible with applicable
      law.

                


        

      

      
        


      

      
        
          	
                  6.4.

                	
                  The
      Employee's undertakings in this Section 6 shall remain in full force and
      effect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
        


      

      
        
          	
                  7.

                	
                  Salary

                


        

      

      
        


      

      
        
          	
                  7.1.

                	
                  From
      June 1, 2007, the Company shall pay the Employee as compensation for the
      employment services hereunder a base full time equivalent monthly gross
      salary in an amount in NIS equal to US$ 210,000 per annum ($17,500 per
      month), calculated at the representative rate of the US dollar published
      by the Bank of Israel and known at the time of payment, payable on the
      first business day of each month, during the term of the Employee's
      engagement hereunder (the "Salary").

                


        

      

      
        


      

      
        
          	
                  7.2.

                	
                  The
      Salary and other benefits herein agreed to be paid shall be in lieu of any
      fees in respect of the office of director of any member of the
      Group.

                


        

      

      
        


      

      
        
          	
                  8.

                	
                  Social Insurance and
      Benefits

                


        

      

      
        


      

      
        
          	
                  8.1.

                	
                  The
      Company shall provide the Employee an accepted "Manager's Insurance
      Scheme" and/or a comprehensive financial arrangement, at the election of
      the Employee, including insurance in the event of illness or loss of
      capacity for work (hereinafter referred to as the "Managers
      Insurance") as follows: (i)
      the Company shall pay an amount equal to 5% of the Employee's Salary
      towards the Managers Insurance for the Employee's benefit and in addition
      shall deduct 5% from the Employee's Salary and pay such amount towards the
      Managers Insurance for the Employee's benefit (the various components of
      the Managers Insurance shall be fixed at the discretion of
    the

                


        

      

      
        


      

      
        	
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                  Employee);
      (ii) the Company shall pay an amount up to 2.5% of the Employee's Salary
      towards disability insurance; and (iii) the Company shall pay an amount
      equal to 8 1/3% of the Employee's Salary towards a fund for severance
      compensation which shall be payable to the Employee upon severance whether
      compensation is required by law or
not.

                


        

      

      
        


      

      
        
          	
                  8.2.

                	
                  The Company and the Employee
      shall open and maintain a Keren Hishtalmut ("Education Fund"). The Company
      shall contribute to such Education Fund an amount equal to 7-1/2% of each monthly
      Salary payment, but not more than the amount for which the Employee is exempt from
      tax payment, and the Employee shall contribute to such Fund an amount equal to
      2-1/2% of each monthly Salary payment. The Employee hereby instructs the
      Company to transfer to such Fund the amount of the Employee's and the
      Company's contribution from each monthly Salary
      payment.

                


        

      

      
        


      

      
        
          	
                  9.

                	
                  Additional Benefits;
      Review

                


        

      

      
        


      

      
        
          	
                  9.1.

                	
                  The
      Employee shall be entitled to be reimbursed for all normal, usual and
      necessary actual business expenses arising out of travel, lodging, meals
      and entertainment whether in Israel or abroad, provided Employee provides
      proper documentation and provided further that such business expenses are
      within an expense policy approved by the
Board.

                


        

      

      
        


      

      
        
          	
                  9.2.

                	
                  The
      Employee shall be entitled to cumulative paid vacations of 22 days per
      year.

                


        

      

      
        


      

      
        
          	
                  9.3.

                	
                  Employee
      shall be entitled to sick leave and Recreation Pay (Dmei Havra-ah)
      according to applicable law.

                


        

      

      
        


      

      
        
          	
                  9.4.

                	
                  The
      Employee shall be entitled to the use of a Company cellular phone and
      other office facilities at his home, and for this purpose, the Company
      shall provide fax, phone, computer and related facilities for the
      Employee's use from his home.

                


        

      

      
        


      

      
        
          	
                  9.5.

                	
                  The
      Company shall pay all taxes that may be imposed on Employee as a result of
      any additional benefits granted
hereunder.

                


        

      

      
        


      

      
        
          	
                  9.6.

                	
                  The
      Company acknowledges that it owes the Employee $30,000 of the 2006 bonus
      package earned by the Employee as provided under Section 9.7 of the
      2005

                


        

      

      
        


      

      
        	
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                  Agreement
      and shall pay such amount on the earlier of October 15, 2007 or the
      effective date of admission of the entire issued share capital of
      Medgenics to trading on the AIM market operated by the London Stock
      Exchange plc("Admission").
      During Q4/2007, the Board shall retain the services of a consultant on
      compensation who will work in coordination with the CEO to provide, by
      December 31, 2007, the Board with data and models appropriate to the
      establishment of a Group-wide compensation plan. For calendar year 2007,
      commencing effective January 1, 2007, a bonus package initially set at
      $70,000 (exclusive of any bonus that the Board may determine, in its
      discretion, in connection with Admission) shall be available to the
      Employee upon the achievement of individual goals and corporate milestones
      to be agreed between the Employee and the Board. Such goals and milestones
      shall be so determined no later than September 30, 2007. The final bonus
      package for calendar year 2007, as well as the terms for calendar year
      2008 will be reviewed within the context of the efforts towards a
      Group-wide compensation plan, and agreed between the Employee and the
      Board on or before December 31,
2007.

                


        

      

      
        


      

      
        
          	
                  9.7.

                	
                  Stock
      Options: The parties acknowledge that the Employee has previously been
      granted options to purchase 299,101 shares of common stock of Medgenics at
      an exercise price of $1.516 per share, all pursuant to the terms of an
      option grant agreement entered into between Medgenics and the Employee.
      Subject to Admission occurring prior to December 31, 2007 and the approval
      of the stockholders of Medgenics' approval of an expansion of Medgenics"
      2006 Stock Option Plan, Medgenics agrees to grant to the Employee options
      to purchase 149,550 shares of common stock of Medgenics at an exercise
      price equal to the share price upon Admission. Such new options shall be
      subject to vesting over a four-year period and shall be pursuant to the
      terms and conditions of the applicable stock option plan and pursuant to
      the standard form of option agreement which Medgenics
  uses.

                


        

      

      
        


      

      
        
          	
                  9.8.

                	
                  The
      Salary and additional benefits to which the Employee shall be entitled
      hereunder (including bonuses) shall be reviewed by the Board on an annual
      basis and also in connection with new funding rounds, and, if in the
      Board's discretion the circumstances justify the same, the Employee's
      Salary shall be adjusted and/or additional benefits shall be granted to
      the Employee hereunder, provided,
however,

                


        

      

      
        


      

      
        


      

      
        	
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                  that
      no increase or additional benefits shall be automatically implied or
      guaranteed.

                


        

      

      
         

         

      

      
        
          	
                  10.

                	
                  Rights Upon
      Termination

                


        

      

      
        


      

      
        
          	
                  10.1.

                	
                  Upon
      termination of this Agreement by the Employee, for any reason whatsoever,
      the Employee shall be entitled to receive such severance as required under
      applicable law. Upon the termination of this Agreement by the Company
      pursuant to Section 3.2 (death, disability or justifiable cause) or the
      termination of this Agreement by the Employee pursuant to Section 3.3 or
      the termination of this Agreement pursuant to Section 3.6, the Employee
      shall not be entitled to receive any severance or other amounts, except
      such severance as required under applicable law, the severance fund
      maintained up to the date of termination pursuant to Section 8.1 and such
      payouts on life and disability insurance policies (including the life and
      disability amounts referenced in Section 8.1). Upon the termination of
      this Agreement by the Company pursuant to Section 3.3, the Employee shall
      be entitled to the payment of his full salary, including insurance and
      social benefits, as set forth in Sections 7-9 above, during a period of 15
      months following the effective date of such termination Any severance
      amounts required to be paid under applicable law shall be applied against
      amounts payable as severance under the preceding sentence such that the
      Employee shall not receive, from any source, in excess of his full salary,
      including insurance and social benefits, for such 15-month
      period.

                


        

      

      
        


      

      
        
          	
                  11.

                	
                  Mutual
      Representations

                


        

      

      
        


      

      
        
          	
                  11.1.

                	
                  The
      Employee represents and warrants to Medgenics and the Company that the
      execution and delivery of this Agreement and the fulfillment of the terms
      hereof (i) will not constitute a default under or conflict with any
      agreement or other instrument to which he is a party or by which he is
      bound, and (ii) do not require the consent of any person or
      entity.

                


        

      

      
        


      

      
        
          	
                  11.2.

                	
                  The
      Company represents and warrants to the Employee that this Agreement has
      been duly authorized, executed and delivered by each of Medgenics and the
      Company and that the fulfillment of the terms hereof (i) will not
      constitute a default under or
conflict

                


        

      

      
        


      

      
        


      

      
        	
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                  with
      any agreement of other instrument to which it is a party or by which it is
      bound, and (ii) do not require the consent of any person or
      entity.

                


        

      

      
        


      

      
        
          	
                  11.3.

                	
                  Each
      party hereto warrants and represents to the other that this Agreement
      constitutes the valid and binding obligation of such party enforceable
      against such party in accordance with its terms subject to applicable
      bankruptcy, insolvency, moratorium and similar laws affecting creditors'
      rights generally, and subject, as to enforceability, to general principles
      of equity (regardless if enforcement is sought in proceeding in equity or
      at law).

                


        

      

      
         

      

      
        
          	
                  12.

                	
                  Notice:
      Addresses

                


        

      

      
        


      

      
        
          	
                  12.1

                	
                  The
      addresses of the parties for purposes of this Agreement shall be the
      addresses set forth above, or any other address which shall be provided by
      due notice.

                


        

      

      
        


      

      
        
          	
                  12.2.

                	
                  All
      notices in connection with this Agreement shall be sent by registered mail
      or delivered by hand to the addresses set forth above, and shall be deemed
      to have been delivered to the other party at the earlier of the following
      two dates: if sent by registered mail, as aforesaid, three business days
      from the date of mailing; if delivered by hand - upon actual delivery or
      proffer of delivery (in the event of a refusal to accept it) at the
      address of the addressee. Delivery by cable, telex, facsimile or other
      electronic communication shall be sufficient and be deemed to have
      occurred upon electronic confirmation of
  receipt.

                


        

      

      
        


      

      
        
          	
                  13.

                	
                  Miscellaneous

                


        

      

      
        


      

      
        
          	
                  13.1.

                	
                  The
      preamble to this Agreement constitutes an integral part
      hereof.

                


        

      

      
        


      

      
        
          	
                  13.2.

                	
                  Headings
      are included for reference purposes only and are not to be used in
      interpreting this Agreement.

                


        

      

      
        


      

      
        
          	
                  13.3.

                	
                  The
      provisions of this Agreement are in lieu of the provisions of any
      collective bargaining agreement, and therefore, no collective bargaining
      agreement shall apply

                


        

      

      
        


      

      
        	
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                  with
      respect to the relationship between the parties hereto (subject to the
      applicable provisions of
law).

                


        

      

      
        


      

      
        
          	
                  13.4.

                	
                  No
      failure, delay or forbearance of either party in exercising any power or
      right hereunder shall in any way restrict or diminish such party's rights
      and powers under this Agreement, or operate as a waiver of any breach or
      nonperformance by either party of any terms or conditions
      hereof.

                


        

      

      
        


      

      
        
          	
                  13.5.

                	
                  Any
      determination of the invalidity or unenforceability of any provision of
      the Agreement shall not affect the remaining provisions hereof unless the
      business purpose of this Agreement is substantially frustrated
      thereby.

                


        

      

      
        


      

      
        
          	
                  13.6.

                	
                  This
      Agreement is personal and non-assignable by the Employee. It shall inure
      to the benefit of any corporation or other entity with which Medgenics or
      the Company shall merge or consolidate or to which Medgenics or the
      Company shall lease or sell all or substantially all of its assets, and
      may be assigned by Medgenics or the Company to any affiliate of Medgenics
      or the Company or to any corporation or entity with which such affiliate
      shall merge or consolidate or which shall lease or acquire all or
      substantially all of the assets of such affiliate. Any assignee must
      assume all the obligations of Medgenics or the Company, as the case may
      be, hereunder, but such assignment and assumption shall not serve as a
      release of Medgenics or the
Company.

                


        

      

      
        


      

      
        
          	
                  13.7.

                	
                  This
      Agreement is the only agreement between the parties on the subject matter
      of the Agreement and supersedes and replaces all other agreements, whether
      written or oral, between the parties, concerning the subject matter of
      this Agreement, including without limitation the 2005
      Agreement.

                


        

      

      
        


      

      
        
          	
                  13.8.

                	
                  It
      is hereby agreed between the parties that the laws of the State of Israel
      shall apply to this
Agreement.

                


        

      

      
        


      

      
        
          	
                  13.9.

                	
                  In
      addition to the terms of this Agreement, in his role as a director of
      Medgenics, the Employee agrees to comply with the provisions of the
      Director Appointment Letter, attached
hereto.

                


        

      

      
        


      

      
        	
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        IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.

      

      
        


      

      
        


      

      
        


      

      
        


      

      Medgenics,
Inc.

      


      
        	
                 
      

              	
                By:

              	
                /s/
      [illegible]    

              


      

      


      
        	
                 
      

              	
                Its:

              	
                Chairman,
      Board of Directors

              


      

      


      


      


      Medgenics
Medical Israel, Ltd.

      


      
        	
                 
      

              	
                By:

              	
                Andrew
      Pearlman

              


      

      


      
        	
                 
      

              	
                Its:

              	
                Chairman

              


      

      
 

      
        	
                 
      

              	
                /s/ Andrew
      Pearlman    

              


      

      
        	
                 
      

              	
                Dr.
      Andrew Pearlman      Aug. 29,
      2007

              


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        


      

      
        	
                Employment
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