EXHIBIT 10.10

    

      
        Personal Employment
Agreement

      

      
        


      

      
        


      

      
        


      

      
        This
Personal Employment Agreement (the “Agreement”) is entered as of
this 1st day of
July, 2007 (the “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 Phyllis Bellin of
Shorashim, Israel (Israeli I.D. No. 13009873) (the “Employee”).

      

      
        


      

      
        WITNESSETH

      

      
        


      

      
        
          	
                  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 areas
      of life sciences, biotechnology and/or medical devices;
  and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

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

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the
      Employee has been employed by the Company since November 1, 2005 (the
      “start date”) and
      the parties now desire to formalize the terms of such employment pursuant
      to the terms of this
Agreement;

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

                	
                  the
      parties desire that the Employee continue to serve in the capacity of
      Director of Finance and Administration of both Medgenics and the Company,
      all on the terms and conditions set forth herein;
  and

                


        

      

      
        


      

      
        
          	
                  WHEREAS,

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

                


        

      

      
        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        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 – Director
      of Finance and Administration

                
	 	 
	 	      
                  The
      Employee shall serve as Director of Finance and Administration each of the
      Company and Medgenics and, in such capacity, the Employee shall be subject
      to the direction and control of the Chief Executive Office (“CEO”) and the Board of
      Directors of Medgenics (the “Board”)..

                


        

      

      
         

      

      
        
          	
                  2.

                	
                  Position

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  During
      the term of this Agreement:

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.1

                	
                  The
      Employee shall be employed on a full-time basis and shall faithfully,
      honestly, diligently and with due skill, care and attention devote her
      entire business time, attention, skills and efforts to the performance of
      her duties and responsibilities under this Agreement and the business and
      affairs of the Company. The Employee may not be employed by or provide
      services to any other entity, nor engage directly or indirectly in any
      other work or business, without the prior, express, written permission of
      the Company.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  The
      Employee shall be responsible for finance and administration. The
      Employee’s areas of activity shall
include:

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  a)

                	
                  Managing
      accounting, banking relationships, budget, cashflow reporting, control,
      OCS reporting, payroll,
insurance;

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  b)

                	
                  outside
      contracts, Board relations, strategic planning, facilities, payroll;
      and

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  c)

                	
                  website,
      investor materials.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.3

                	
                  The
      duties, responsibilities, authority and position of the Employee and the
      organizational structures implicit in them may be changed by the Company
      from time to time, as it deems necessary, and reasonable efforts to work
      with and accommodate the Employee with such changes will be made; however,
      the Company retains the right of sole discretion to make such
      changes.

                


        

      

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.4

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

                


        

      

       

      
        
          	
                   
      

                	
                  2.5

                	
                  The
      Employee’s weekly day of rest shall be Saturday. The Employee shall not
      perform any work on the Jewish Sabbath (beginning Friday evening) or
      Jewish holidays unless authorized to do so by the Company in
      advance.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.6

                	
                  The
      Employee undertakes to notify the Company, immediately and without delay,
      of any interest or matter in respect of which she may have a personal
      interest or is likely to create a conflict of interest with her role in
      the Company.

                


        

      

      
        


      

      
        
          	
                  3.

                	
                  Place of
      Work

                
	 	 
	 	      
                  In
      connection with the Employee’s employment by the Company, the Employee
      shall be based at the current principal offices of the Company in Israel,
      or at such other place as is otherwise appropriate to the functions being
      performed by the Company.   The Employee acknowledges that
      the performance of her duties hereunder may require domestic or
      international travel.

                


        

      

      
         

      

      
        
          	
                  4.

                	
                  Salary

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  4.1

                	
                  The
      Company shall pay the Employee as compensation for the employment services
      hereunder a monthly gross salary (“bruto”) of $9,000 per month (payable on
      the ninth day of each month), during the term of the Employee’s engagement
      hereunder (the “Salary”), subject to
      all applicable statutory
deductions.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  4.2

                	
                  The
      Salary and additional benefits to which the Employee shall be entitled
      hereunder (including bonuses) shall be reviewed by the CEO on an annual
      basis; and, if in the CEO’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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  4.3

                	
                  Potential
      Bonus Related to Achievement of Company Goals. The Employee shall be
      eligible to receive an annual cash bonus with respect to each 12-month
      period commencing the Effective Date during the Term of up to $10,000 on
      an annualized basis, as determined by the Board, in its sole discretion,
      which shall be based upon corporate and personal performance criteria as
      established by the CEO and the Board (the “Goal Bonus”). If
      awarded, the Goal Bonus shall be payable within ninety (90) days after the
      end of the 12-month period to which it relates, or earlier if the CEO and
      Board so agree. The performance criteria for the Goal Bonus for the period
      to June 30, 2008 is set forth on Exhibit A attached
  hereto.

                


        

      

      
         

      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      

      
        
          
 

        

      

      
        
          	
                   
      

                	
                  4.4

                	
                  Potential
      Bonus Related to Team Leadership. The Employee shall be
      eligible to receive an annual cash bonus with respect to each 12-month
      period commencing the Effective Date during the Term of up to $5,000 on an
      annualized basis, as determined by the Board, in its sole discretion,
      which shall be based upon personal and team leadership performance
      criteria as established by the CEO and the Board (the “Team Leadership
      Bonus”). If awarded, the Team Leadership Bonus shall be payable
      within ninety (90) days after the end of the 12-month period to which it
      relates. The criteria for the Team Leadership Bonus for the period to June
      30, 2008 is set forth on Exhibit B attached
  hereto.

                


        

      

      
        


      

      
        
          	
                  5.

                	
                  Social Insurance and
      Benefits

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  5.1

                	
                  The
      Company shall insure the Employee under 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: (a) the Company shall pay an amount equal
      to 5% of the Employee’s Salary towards the Managers Insurance for the
      Employee’s benefit and 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 Employee); (b) the Company shall pay up to 2.5% of the
      Employee’s Salary towards disability insurance; and (c) 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, but subject to the provisions of section
  7.3.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  5.2

                	
                  The
      Company shall pay the full salary of the Employee, including insurance,
      social benefits and fringe benefits, during the period of the Employee’s
      military reserve service. National Insurance Institute transfers in
      connection with such military reserve duty shall be retained by the
      Company.

                


        

      

      
        


      


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  5.3

                	
                  The
      Company and the Employee shall open and maintain a Keren Hishtalmut Fund.
      The Company shall contribute to such Fund an amount equal to 7.5% 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.

                


        

      

      
        


      

      
        
          	
                  6.

                	
                  Additional
      Benefits

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.1

                	
                  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 CEO of the
    Company.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.2

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

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.3

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

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.4

                	
                  The
      Employee will be entitled at the Company’s expense to the use of a company
      car, of a type and under other conditions to be determined by the Company.
      For avoidance of doubt, all income taxes associated with such car’s “value
      equivalent” for tax purposes (the value of the car usage as determined by
      the tax authorities) shall be borne by the Employee and deducted from the
      salary. Employee shall at all times comply with any Company rules with
      respect to the use of the company vehicle. Any driving and/or parking
      fines incurred while the vehicle was provided for the use of the Employee
      shall be the sole responsibility of the Employee, and Employee hereby
      empowers the Company to sign any documents necessary to formally assign
      any such fines and/or tickets to Employee’s
  name.

                


        

      

      
         

      


      
        
           


        

        
          5

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.5

                	
                  The
      parties acknowledge that the Employee has previously been granted options
      to purchase 48,850 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 22,858 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.

                


        

      

      
         

      

      
        
          	
                   
      

                	
                  6.6

                	
                  Any
      tax liability in connection with the options (including with respect to
      the grant, exercise, sale of the options or the shares receivable upon
      their exercise) shall be borne solely by the
  Employee.

                


        

      

      
        


      

      
        
          	
                  7.

                	
                  Term and
      Termination

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.1

                	
                  This
      Agreement shall commence as of the Effective Date and shall continue
      unless this Agreement is terminated as hereafter
  provided.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.2

                	
                  The
      Company may terminate this Agreement and the employment relationship
      hereunder at its discretion and at any time by giving Employee 3 (three)
      months prior written notice (the “Notice Period”). The
      Employee may terminate this Agreement and the employment relationship
      hereunder at her discretion and at any time by giving the Company 3
      (three) months prior written notice (also the “Notice
      Period”).

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  In
      the event of termination of employment by the Company, the Company may, at
      its discretion, determine that the Employee’s employment shall cease
      immediately or at any time prior to expiration of the Notice Period, and
      in such event the Company shall pay the Employee an amount equal to the
      salary which would have been paid during the remaining prior Notice
      Period.

                


        

      

      
         

      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.3

                	
                  Termination
      With Cause – The Company
      may terminate the Employee’s employment effective immediately upon
      delivery of written notice for cause. For purposes of this Agreement,
      termination for “cause” shall mean and include: (a) conviction of a felony
      involving moral turpitude or affecting the Company, Medgenics or its
      subsidiaries; (b) any refusal to carry out a reasonable directive of her
      CEO or such other officer appointed by the CEO which involves the business
      of the Company, Medgenics or its subsidiaries and was capable of being
      lawfully performed; (c) embezzlement of funds of the Company, Medgenics or
      its subsidiaries; (d) any breach of the Employee’s fiduciary duties or
      duties of care to the Company (except for conduct taken in good faith);
      (e) any breach of this Agreement by the Employee; (f) any conduct (other
      than in good faith) materially detrimental to the Company, including, but
      not limited to, sexual harassment and violence. If the employment of the
      Employee is terminated for cause, then the Employee shall only be entitled
      to: severance pay in the amount required by law, if required; and that
      portion of the policy that was contributed to by the
    Employee.

                


        

      

      
         

      

      
        
          	
                   
      

                	
                  7.4

                	
                  Termination Upon Death or
      Disability - The Company may terminate the Employee’s employment effective immediately
      upon delivery of written notice upon the death of the Employee or after having
      established the Employee’s disability. For purposes of this Agreement, “disability” means a
      physical or mental infirmity that impairs the Employee’s ability to
      substantially perform her duties under the Agreement that continues for a
      period of at least ninety (90) consecutive
  days.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.5

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

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.6

                	
                  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 any obligations hereunder, unless otherwise determined by the
      Company in a written notice to
Employee.

                


        

      

      
         

      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                  8.

                	
                  Proprietary
      Information

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  8.1

                	
                  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 each of Medgenics and the Company
      and any other company from time to time within the same group of companies
      (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, 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 is referred to as
“Information”.

                


        

      

      
         

      

      
        
          	
                   
      

                	
                  8.2

                	
                  Information
      shall be deemed to include any and all proprietary information disclosed
      by or on behalf of Medgenics, the Company and/or the Group and
      irrespective of form, but excluding information that (a) was known to the
      Employee prior to her association with the Company and can be so proven;
      (b) 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 (c) shall have been received
      by the Employee from a third party having no obligation of confidentiality
      to any company within the
Group.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  8.3

                	
                  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 her
      engagement by the Company and after its termination, 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 Company, 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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  8.4

                	
                  Upon
      termination of her employment with the Company, the Employee will promptly
      deliver to the Company or to another company within the Group all
      documents and materials of any nature pertaining to her work with
      Medgenics and/or companies within the Group, and she will not take with
      her any documents or materials or copies thereof containing any
      Information.

                


        

      

      
        


      


      
        
           


        

        
          8

          
            

          

        

        
           


        

      


      
         

      

      
        
          	
                   
      

                	
                  8.5

                	
                  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 her employment and
      after its termination, the Employee undertakes to keep and hold all such
      information in strict confidence and trust, and she will not use or
      disclose any of such information without the prior written consent of the
      Company, except as may be necessary to perform her 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 her employment with Medgenics or the Company,
      Employee shall act with respect to such information as set forth in
      Section 8.4, mutatis
      mutandis.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  8.6

                	
                  The
      Employee’s undertakings in this Section 8 shall remain in full force and
      effect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
        


      

      
        
          	
                  9.

                	
                  Disclosure and
      Assignment of
Inventions

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.1

                	
                  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 her employment with the
      Company, she is expected to make new contributions to and create
      inventions of value for the Company. Employee agrees to share with the
      Company all her knowledge and experience, provided however that Employee
      shall not disclose to the Company any information which Employee has prior
      to the date hereof or (if after) with the prior approval of the CEO
      undertaken to third parties to keep
confidential

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.2

                	
                  As
      of the Effective Date of this Agreement, the Employee undertakes and
      covenants that she 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 research and development, whether or
      not patentable, copyrightable or protectible as trade secrets, that are
      made or conceived or first reduced to practice or created by her, either
      alone or jointly with others, during the period of her employment, whether
      or not in the course of her employment (“Company
      Inventions”).

                


        

      

      
        


      


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      
        
           

        

      

      
        
          	
                   
      

                	
                  9.3

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

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.4

                	
                  Entirely
      without prejudice of the foregoing, the Employee hereby irrevocably
      transfers and assigns to the Company (including any future rights): (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 she may have in or with respect to any Company
      Invention. She also hereby forever waives and agrees never to assert any
      and all Moral Rights she may have in or with respect to any Company
      Invention, even after termination of her 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 her 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 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).

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.5

                	
                  The
      Employee agrees to assist 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’s Inventions in any and all countries. He will 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. Her obligations under this Section
      9.5 will continue beyond the termination of her employment with the
      Company, provided that the Company will compensate her at a reasonable
      rate after such termination for time or expenses actually spent by her at
      the Company’s request on such assistance. The Employee hereby irrevocably
      appoints the CEO of the Company as her attorney-in-fact to execute
      documents on her behalf for this
purpose.

                


        

      

      
        


      


      
        
           


        

        
          10

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.6

                	
                  The
      Employee’s undertakings in this Section 9 shall remain in full force and
      effect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
         

      

      
        
          	
                  10.

                	
                  Non-Competition

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  10.1

                	
                  The
      Employee agrees and undertakes that she will not, so long as she is
      employed by the Company and for a period of 12 months following
      termination of her 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 she has no active role in the publicly owned and
      traded company as director, employee, consultant or
    otherwise.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  10.2

                	
                  The
      Employee agrees and undertakes that during the Covenant Period, she will
      not, directly or indirectly, including personally or in any business in
      which she is an officer, director or shareholder, for any purpose or in
      any place:

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  (a)

                	
                  employ
      any person employed by the Company or retained by Medgenics or the Company
      as a consultant on the date of Employee’s termination of her employment
      with the Company or during the preceding five months;
  or

                


        

      

      
         

      


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  (b)

                	
                  seek
      to entice away from the Company or interfere with the relationship or the
      terms of business applying between the Company and any customer, supplier,
      collaborator or licensor of any intellectual property rights to Medgenics’
      or the Company with which the Employee dealt within six months of
      Employee’s termination of her employment with the
  Company.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  10.3

                	
                  If
      any one or more of the terms contained in this Section 10 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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  10.4

                	
                  The
      Employee’s undertakings in this Section 10 shall remain in full force and
      affect after termination of this Agreement or any renewal
      thereof.

                


        

      

      
        


      

      
        
          	
                  11.

                	
                  Rights Upon
  Termination

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  Upon
      termination of this Agreement by the Company for any reason whatsoever
      other than by death, disability or justifiable cause, as defined herein,
      the Employee shall be entitled to the payment of her full salary,
      including insurance and social benefits as set for in Sections 4-6 above,
      during a period of 6 months if her employment is terminated with the first
      12 months of the beginning of the Start Date, and an additional month for
      each 12 months of employment thereafter. 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 her full salary, including
      insurance and social benefits, for the applicable severance period- Upon a
      termination by the Company for death, disability or justifiable cause or a
      termination by the Employee, 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 5.1 and such payouts on life and
      disability insurance policies (including the life and disability amounts
      referenced in Section 5.1).

                


        

      

      
         

      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      
        


      

      
        
          	
                  12.

                	
                  Mutual
      Representations

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  12.1

                	
                  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 (a) will not constitute a default under or conflict with any
      agreement or other instrument to which she is a party or by which she is
      bound, and (b) do not require the consent of any person or
      entity.

                


        

      

      
         

      

      
        
          	
                   
      

                	
                  12.2

                	
                  The
      Company represents and warrants to the Employee that this Agreement has
      been duly authorized, executed and delivered by the Company and that the
      fulfillment of the terms hereof (a) will not constitute a default under or
      conflict with any agreement or other instrument to which it is a party or
      by which it is bound, and (b) do not require the consent of any person or
      entity.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  12.3

                	
                  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).

                


        

      

      
        


      

      
        
          	
                  13.

                	
                  Notice;
      Addresses

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  13.1

                	
                  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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  13.2

                	
                  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 facsimile or other electronic mail
      shall be sufficient and be deemed to have occurred upon electronic
      confirmation of receipt.

                


        

      

      
        
          
            


          

          
            
              	
                      14.

                    	
                      Miscellaneous

                    


            

          

           

        

      

      
        
          	
                   
      

                	
                  14.1

                	
                  The
      preamble to this Agreement constitutes an integral part
      hereof.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.2

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

                


        

      

      
        


      


      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  14.3

                	
                  The
      provisions of this Agreement are in lieu of the provisions of any
      collective bargaining agreement, and therefore, no collective bargaining
      agreement shall apply with respect to the relationship between the parties
      hereto (subject to the applicable provisions of
  law).

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.4

                	
                  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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.5

                	
                  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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.6

                	
                  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.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.7

                	
                  The
      Employee is obligated to keep all the terms and covenants of this
      Agreement under strict
confidentiality.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  14.8

                	
                  This
      Agreement sets forth the entire agreement of the parties hereto in respect
      of the subject matter contained herein and supersedes all negotiations,
      undertakings, agreements, representations or warranties, whether oral or
      written, by any officer, employee or representative of Medgenics or the
      Company or any party thereto; and any prior agreement of the parties
      hereto or of the Employee and Medgenics and/or the Company in respect of
      the subject matter contained herein is hereby terminated and cancelled.
      Any modification to the Agreement can only be made in writing, signed by
      the Employee and the CEO, with the approval of the
  Board.

                


        

      

      
        


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  14.9

                	
                  It
      is hereby agreed between the parties that the laws of the State of Israel
      shall apply to this Agreement and that the sole and exclusive place of
      jurisdiction in any matter arising out of or in connection with this
      Agreement shall be the applicable Tel-Aviv
  court.

                


        

      

      
        


      

      
        


      

      
        


      

      
        


      

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

      

      
        


      

      
        	
                /s/ Andrew
      Pearlman

              	 
      	
                /s/ Phyllis
      K. Bellin

              
	
                MEDGENICS
      MEDICAL ISRAEL, LTD.

              	 
      	
                Phyllis
      K. Bellin

              
	
                By: Dr. Andrew L. Pearlman,
      CEO

              	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                /s/ Andrew
      Pearlman

              	 
      	 
      
	
                MEDGENICS,
      INC.

              	 
      	 
      
	
                By: Dr. Andrew L. Pearlman,
      CEO

              	 
      	 
      


      

      
        


      

      
        


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      
        EXHIBIT
A

      

      
        


      

      
        Goal Bonus Criteria Through
June 30, 2008

      

      
        


      

      
        The total Goal Bonus of $10,000
shall be allocated to the achievement of the following by June 30,
2008:

      

      
        


      

      
        
          	
                   
      

                	
                  1.

                	
                  50% for Listing on AIM
      Exchange

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.

                	
                  10% for Move to new
      facilities:

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  3.

                	
                  30% for implementing agreed AIM
      compatible governance procedures:   adoption of ethics and other standards,
      implementation of updated accounting and budget controls, file and
      office organization,

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  4.

                	
                  10% for expansion of
      Staff

                


        

      

      
        


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      
        EXHIBIT
B

      

      
        


      

      
        Team Leadership Bonus
Criteria for the period from the Effective Date through June 30,
2008

      

      
        


      

      
        The CEO
and the Board will
evaluate the Employee’s performance from the Effective Date
through June 30, 2008 and the Team Leadership Bonus of $5,000 will be awarded
based on the overall average score (as determined by the CEO and the Board)
earned by Employee in the areas listed below.

      

      
        


      

      


      
        	 
      	
                
                  5
      (exceeds expectations) =

                

              	
                
                  110%
      bonus

                

              
	 
      	
                
                  4
      (very good) =

                

              	
                
                  100%
      bonus

                

              
	 
      	
                
                  3
      (OK) =

                

              	
                
                   80%
      bonus

                

              
	 
      	
                
                  2
      (needs improvement) =

                

              	
                
                   50%
      bonus

                

              
	 
      	
                
                  1
      (seriously deficient) =

                

              	
                
                   20%
      bonus

                

              


      

      
        


      

      
        
          	
                   
      

                	
                  1.

                	
                  Teamwork:
      Helping to organize and maintain a team spirit, with good communication,
      and fruitful cooperation among the team — both in Employee’s own area of
      responsibility and with other parts of the organization — and put team
      success ahead of Employee’s own personal ambitions/parochial
      objectives

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  2.

                	
                  Proactive
      orientation: Having eyes always open to optimize the plan, to seize
      opportunities to achieve goals, to spot ways to avoid problems and delays,
      and to prevent mistakes or minimize downside if
    unavoidable.

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  3.

                	
                  Advocate
      for Company/strategy: vigorous supporter of the Company, its leadership,
      its technology, its strategy, speaking both internally and externally to
      enhance support

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  4.

                	
                  Energy:
      Devoting vigorous effort, dedication, and great energy to the
      tasks

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  5.

                	
                  Courage:
      Confronting and deal with thorny or uncomfortable issues that need to be
      dealt, to make “out of the box” proposals that will have a positive impact
      on company timelines AND quality of the work
  product

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  6.

                	
                  Improvisation/creative
      problem-solving: Finding ways around or through a “no” and not accept it
      as an answer, to seek ways to move up schedules by suppliers and by the
      Company; Engineer and optimize the GANTT and its execution on an ongoing
      basis, to achieve goals earlier and
better

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  7.

                	
                  Transparency
      — Admitting when there are difficulties, problems or mistakes so there are
      no “unpleasant surprises” or embarrassments and so other colleagues can
      weigh in and collaborate in problem
solving

                


        

      

      
        


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        
          	
                   
      

                	
                  8.

                	
                  Business
      acumen — Understanding the impact of Employee’s decisions on business as
      well as scientific success and understands “big picture” implications of
      actions, communication and decisions on business success and strategy
      execution

                


        

      

      
        


      

      
        
          	
                   
      

                	
                  9.

                	
                  Continuous
      learning — Willing to challenge self and keep stretching/learning, look
      for new methods/techniques

                


        

      

      
        


      

      
        
          	
                	
                  10.

                	
                  Data-driven
      decision-making — Striving to make decisions based on factual assessments
      of impact on goals, not solely on conjecture or “gut feeling”, and not on
      ego

                


        

      


      
        
           


        

        
          18