EXHIBIT 10.44

    
 

    

    


    Dated
28 November 2007

    


    
      	  	
              (1)

            	
              MEDGENICS,
      INC.

            


    

    


    and

    


    
      	  	
              (2)

            	
              BLOMFIELD
      CORPORATE FINANCE LIMITED

            


    

     

    
      
        
          
            
              
                	 
      
	
                        NOMINATED
      ADVISER AGREEMENT

                      
	 
      


              

            

          

        

      

    

    
       

    

    
      
        
          	 
      	
                  Blomfield
      Corporate Finance Limited

                
	 
      	
                  12
      Pepper
      Street London E14 9RP

                
	 
      	
                  Tel
      +44 (0)20 7512 0191 Fax +44 (0)20 7512 0747

                
	 
      	
                  Email
      enquiries@blomfieldcf.com

                
	 
      	
                  www.blomfieldcf.com

                
	 
      	 
      
	 
      	
                  Authorised
      and Regulated by the Financial Services Authority UKLA Registered Sponsor
      Member of the London Stock Exchange AIM Nominated Adviser PLUS Corporate
      Adviser Registered office 12 Pepper Street London E14 9RP Registered in
      England no 2910387

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THIS AGREEMENT is made the 28
November 2007 and is subject to admission of Medgenics, Inc. common shares to
trading on the AIM market of the London Stock Exchange.

    


    BETWEEN:

    


    
      	
              (1)

            	
              MEDGENICS, INC., whose
      registered office is at 2711 Centreville Road, Suite 400, Wilmington, New
      Castle, Delaware, USA (the “Company”);
and

            


    

    


    
      	
              (2)

            	
              BLOMFIELD CORPORATE FINANCE
      LIMITED, whose registered office is at 12 Pepper Street, London E14
      9RP (“BCF”).

            


    

    


    INTRODUCTION:

    


    
      	
              (A)

            	
              The
      Company wishes to appoint BCF to be its nominated adviser for the purposes
      of the AIM Rules. BCF has agreed to act as nominated adviser and to
      perform the other obligations and services to, or for, the Company
      described in this Agreement upon and subject to the terms and conditions
      set out in this Agreement.

            


    

    


    IT IS AGREED as
follows:

    


    
      	
              1.

            	
              Definitions
      and Interpretation

            


    

    


    The
definitions and interpretation provisions set out in the Appendix apply in this
Agreement.

    


    
      	
              2.

            	
              Appointment
      of nominated adviser

            


    

    


    
      	
              2.1

            	
              Appointment - The
      Company confirms the appointment of BCF as nominated adviser to the
      Company for the purposes of the AIM Rules with effect from the date of
      Admission to Trading on AIM (“Admission”) and BCF confirms acceptance of
      such appointment. BCF’s appointment under this Agreement confers on it all
      powers, authorities and discretions on its behalf which are necessary for,
      reasonably incidental to, or customary in the provision of, its services
      and in BCF’s role as nominated adviser to the Company. The Company agrees
      to ratify and confirm everything which BCF reasonably and lawfully does in
      that capacity and in the proper exercise of such powers, authorities and
      discretion.

            


    

    


    
      	
              2.2

            	
              Commencement - The
      appointment of BCF as nominated adviser to the Company shall be for an
      initial term of one year from the date of Admission and shall be subject
      to termination in accordance with clause
11.

            


    

    


    
      	
              3.

            	
              Nominated
      adviser services

            


    

    


    
      	
              3.1

            	
              Services - BCF’s
      services as nominated adviser will comprise the
  following:

            


    

    


    
      	
              3.1.1

            	
              Advising - advising and
      guiding the directors of the Company
      from time to time and the Company as to their respective responsibilities
      and obligations so as to enable them to comply, on an ongoing basis, with
      the AIM Rules;

            


    


    
      
         


      

      
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              3.1.2

            	
              Providing information -
      providing to the LSE such information in relation to the Company in
      such form and within such time limits as the LSE may require in accordance
      with the AIM Rules or as BCF (acting reasonably) advises the Company it
      should provide (provided that BCF has been given the requisite information
      by the directors of the Company or, at their discretion, the Company in
      accordance with sub-clause 5.2.4);

            


    

    


    
      	
              3.1.3

            	
              Assistance - providing
      such other assistance on such terms as BCF and the Company may agree
      in writing from time to time; and

            


    

    


    
      	
              3.1.4

            	
              Compliance with Regulations -
      carrying out its obligations under this Agreement in compliance
      with the relevant provisions of the FSA Rules, the AIM Rules and the
      FSMA.

            


    

    


    
      	
              3.2

            	
              Duties to LSE and Conflict -
      The responsibilities of BCF in its capacity as nominated adviser
      are owed solely to the LSE and are set out in the AIM Rules. The Company
      agrees that if at any time a conflict arises between the duties of BCF to
      the Company and the duties of BCF (as the nominated adviser of the
      Company) to the LSE, BCF shall, after reasonable consultation with the
      Company, be entitled to act so as to fulfil its obligations to the LSE
      without incurring any liability to the Company arising out of such
      action.

            


    

    


    
      	
              4.

            	
              Fees
      and Expenses

            


    

    


    
      	
              4.1

            	
              Annual fee - In
      consideration of BCF’s services as nominated adviser under this Agreement
      the Company shall pay to BCF a fee of £37,500 per annum, (together with
      VAT, where applicable), which shall accrue on a daily basis from
      Appointment and shall be payable quarterly in advance, the first such
      payment of £9,375 (plus VAT) to be made on
  Appointment.

            


    

    


    This fee
shall be reviewed on the anniversary of Admission and annually
thereafter.

    


    
      	
              4.2

            	
              Expenses - The Company
      shall reimburse BCF for any out of pocket expenses reasonably incurred in
      the performance of its services as nominated adviser within 5 Business
      Days of production of an appropriate VAT
  invoice.

            


    

    


    
      	
              4.3

            	
              Additional Services -
      The fee referred to in clause 4.1 above shall be exclusive of any
      additional work carried out by BCF outside the scope of this Agreement
      (e.g. advice on potential acquisitions and disposals and future fund
      raisings) for which a separate fee or fees will be agreed between the
      Company and BCF at the relevant
time.

            


    

    


    
      	
              5.

            	
              Continuing
      obligations

            


    

    


    
      	
              5.1

            	
              The
      Company undertakes that whilst BCF is the Company’s nominated adviser it
      will:-

            


    

    


    
      	
              5.1.1

            	
              Disclosure and consultation -
      disclose to BCF full, complete and accurate details and consult in
      advance with BCF in respect of any commitment, agreement, arrangement,
      fact or matter proposed to be entered into or undertaken by any member of
      the Group which if entered into or undertaken would, in the reasonable
      opinion of BCF, require the Company to make any statement or announcement
      to the public whether pursuant to the AIM Rules or
    otherwise;

            


    


    
      
         


      

      
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              5.1.2

            	
              Advice - seek advice and
      guidance from BCF regarding the compliance by the Company with the AIM
      Rules whenever appropriate and to take such advice and guidance into
      account and comply on a timely basis with the AIM Rules and any other
      obligations imposed from time to time by the LSE on companies whose
      securities have been admitted to trading on AIM. BCF will expect formally
      to meet the Board to review compliance and other matters at regular
      intervals;

            


    

    


    
      	
              5.1.3

            	
              Co-operation with BCF -
      execute or use all reasonable endeavours to procure the execution
      of all such documents and do or procure the doing of all such things and
      from time to time provide or procure the prompt provision to BCF of all
      access and information as may reasonably be required by BCF, or be
      reasonably necessary to comply with the requirements of the LSE for the
      purposes of or in connection with its role as nominated adviser to the
      Company and will ensure, so far as practicable, that all information
      provided is true, complete and not misleading;
  and

            


    

    


    
      	
              5.1.4

            	
              Compliance with relevant
      regulations - comply with and abide by the AIM Rules, the Act, the
      City Code on Takeovers and Mergers, the Rules Governing Substantial
      Acquisitions of Shares published by the Panel on Takeovers and Mergers,
      the FSMA, the Prospectus Regulations and all other requirements (statutory
      or otherwise) from time to time in force in relation to British public
      companies whose securities are traded on AIM or otherwise applicable to
      the Company and will comply without delay with all reasonable and proper
      directions given by BCF in its role as the Company’s nominated adviser in
      order to ensure compliance by the Company with such requirements. In
      particular, in accordance with Rule 31 of the AIM Rules, the Company
      must:

            


    

    


    
      	
               
      

            	
              (a)

            	
              have
      in place sufficient procedures, resources and controls to enable it to
      comply with the AIM Rules;

            


    

    


    
      	
               
      

            	
              (b)

            	
              seek
      advice from BCF regarding its compliance with the AIM Rules whenever
      appropriate and take that advice into
account;

            


    

    


    
      	
               
      

            	
              (c)

            	
              provide
      BCF with any information it reasonably requests or requires in order for
      BCF to carry out its responsibilities under the AIM Rules for Companies
      and the AIM Rules for Nominated Advisers, including any proposed changes
      to the board of directors and provision of draft notifications in
      advance;

            


    

    


    
      	
               
      

            	
              (d)

            	
              ensure
      that each of its directors accepts full responsibility, collectively and
      individually, for its compliance with the AIM Rules;
  and

            


    

    


    
      	
               
      

            	
              (e)

            	
              ensure
      that each director discloses to the Company without delay all information
      which the Company needs in order to comply with Rule 17 of the AIM Rules
      insofar as that information is known to the director or could with
      reasonable diligence be ascertained by the
  director.

            


    

    


    
      	
              5.2

            	
              The
      Company undertakes that except as expressly agreed otherwise by
      BCF:

            


    


    
      
         


      

      
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              5.2.1

            	
              Statements of intent -
      it will comply with all statements of intent and undertakings
      contained in any Prospectus or Circular published by the
      Company;

            


    

    


    
      	
              5.2.2

            	
              Public releases - it
      will consult with BCF in advance concerning any statement, announcement or
      document released or made available by the Company to the Company’s
      shareholders or otherwise to the public which relates to the Company’s
      results, dividends or prospects, or to any material acquisition, disposal,
      reorganisation, take-over, management development (including, without
      limitation, the appointment or removal of directors of the Company,
      whether executive or non-executive or changes in their share interests and
      any preliminary announcement of the Company’s annual results or interim
      results) or any issues of new securities (or cancellation of existing
      securities) or any other significant matter (similar or not to the
      foregoing) and which any member of the Group proposes to make or publish
      and take proper account of the reasonable representations of BCF in
      determining the content and terms and the timing of the statement,
      announcement or document and the manner in which it is to be made and the
      manner of release or despatch of any such statement, announcement or
      document;

            


    

    


    
      	
              5.2.3

            	
              Price sensitive information -
      it will discuss with BCF in advance any other information which the
      Company reasonably believes is likely materially to affect the general
      character or nature of the business of the Group including, without
      limitation, developments concerning or affecting the financial or trading
      position or prospects of the Group or may be necessary to be made known to
      the public in order to enable shareholders and the public to appraise the
      position of the Group and in order to avoid the establishment of a false
      market in the Company’s securities;

            


    

    


    
      	
              5.2.4

            	
              Documentation - it will
      forward to BCF proofs in final form of any accounts or of any public
      statement or document or information which the Company or any member of
      the Group proposes to make or publish and which relates to any matter
      falling within clause 6 or otherwise to the holders of the Company’s
      securities and supply to BCF without delay upon BCF requesting the same
      all such documentation or information relating to the Group which BCF may
      reasonably require in its capacity as nominated
  adviser;

            


    

    


    
      	
              5.2.5

            	
              Notices - it will
      promptly provide to BCF without delay all information which the Company is
      obliged forward to the LSE including, without limitation, copies of any
      notices served by the Company under Section 212 of the Act and of any
      notifications made to it under Section 198 and/or Section 324 of the
      Act;

            


    

    


    
      	
              5.2.6

            	
              Management accounts - it
      will forward to BCF monthly management accounts of the Company’s affairs
      within 15 Business Days of the end of the month to which the management
      accounts relate and the associated board report, board minutes and any
      other documentation produced to the Board in considering monthly
      management accounts from the finance director of the Company. All such
      management accounts shall comprise a consolidated balance sheet of the
      Company as at the end of the month to which they relate, a consolidated
      profit and loss account for such month and a cashflow statement for such
      month;

            


    


    
      
         


      

      
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              5.2.7

            	
              Corporate governance -
      it will use all reasonable endeavours to comply at all times with
      the requirements under the Combined Code, as the same may be amended or
      replaced from time to time.;

            


    

    


    
      	
              5.2.8

            	
              Subsidiaries - it will
      ensure that each other member of the Group adheres to the provisions of
      this Agreement in all applicable respects as if each reference in this
      Agreement to “the Company” contained (where applicable) an additional and
      separate reference to it;

            


    

    


    
      	
              5.2.9

            	
              Accounting information –
      it will supply BCF with copies of the preliminary announcement of
      the Company’s annual results and the audited annual accounts of the
      Company, approved by the directors of
      the Company and by the auditors from time to time of the Company, within
      six months of the end of the financial period to which they relate, and
      with copies of any interim results within three months of the end of the
      relevant period;

            


    

    


    
      	
              5.2.10

            	
              Further information -
      authorise and direct the Company’s auditors and professional
      advisers to supply BCF with any information concerning the Company which
      BCF may from time to time reasonably request in its capacity as nominated
      adviser;

            


    

    


    
      	
              5.2.11

            	
              Broker – it will
      provide to BCF without delay notification of any change in Broker;
      and

            


    

    


    
      	
              5.2.12

            	
              Breach of AIM Rules –
      it will inform BCF immediately
      upon becoming aware of any breach by
      the Company and/or any director of the Company of the AIM Rules and to
      request the advice and guidance of BCF in relation to all matters relevant
      to the Company’s compliance on an ongoing basis with the AIM
      Rules.

            


    

    


    
      	
              5.3

            	
              Without
      prejudice to the generality of the foregoing, the Company
      undertakes:

            


    

    


    
      	
              5.3.1

            	
              Compliance with directions -
      to comply with all proper and reasonable directions given by BCF in
      relation to compliance with the AIM Rules;
and

            


    

    


    
      	
              5.3.2

            	
              Notice of meetings - to
      give to BCF advance notice of all meetings of the Board at the same time
      as such notice is given to the directors of the Company, together with
      details of the business to be considered at such meetings and copies of
      all papers distributed to the
Board.

            


    

    


    
      	
              5.4

            	
              Other financial advisers -
      For so long as BCF shall be nominated adviser to the Company, the
      Company shall not appoint any other financial adviser or broker (save for
      a Broker required under the AIM
Rules).

            


    

    


    
      	
              5.5

            	
              Directors’ confirmations and
      undertakings

            


    

    


    
      	
              5.5.1

            	
              Confirmation of advice –
      Each of the Directors confirms to BCF that he has received advice
      and guidance from the Company’s legal advisers as to the nature of his
      responsibilities and obligations under the AIM Rules, the Company’s
      compliance with the AIM Rules on an on-going basis and his status as a
      director of an AIM quoted company under the AIM
  Rules.

            


    


    
      
         


      

      
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              5.5.2

            	
              Each
      of the Directors undertakes to BCF that (while he continues to be a
      director of the Company) he will:

            


    

    


    
      	
               
      

            	
              (a)

            	
              Compliance with undertakings -
      use all reasonable endeavours, so far as he is able, to procure
      that the Company complies fully in all respects with each undertaking or
      other obligation under this Agreement, including but not limited to
      ensuring compliance with the matters listed in Clause 5 above and the AIM
      Rules in so far as they relate to dealings in the securities of a company
      whose securities have been admitted to trading on AIM and in particular
      Rules 13 and 21 thereof and in default of the Company doing so, will
      himself (in so far as he is able to do so) comply;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              Provision of information -
      provide promptly to BCF all such information which he has or which,
      on reasonable enquiry, ought to be known to him relating in any way to the
      Group or the Company as may be reasonably required by BCF for the purpose
      of BCF complying with any legal or regulatory requirement as the Company’s
      nominated adviser or otherwise complying with the terms of this
      Agreement.

            


    

    


    
      	
              5.5.3

            	
              Duration of obligations -
      The obligations of each Director respectively under this Agreement
      shall continue only for so long as they shall remain a director of the
      Company. In the event that any person is appointed a director of the
      Company after the date of this Agreement (New Director), the
      Company shall procure that any such person enters into a deed of adherence
      with BCF in a form reasonably acceptable to BCF whereby they agree to
      observe, perform and be bound by the undertakings and other obligations of
      the Directors then binding upon the Directors under this Agreement to the
      intent and effect that such person shall be deemed to be a party to this
      Agreement as a Director save that any new director shall not be liable for
      any antecedent breaches by any of
them.

            


    

    


    
      	
              6.

            	
              Directors’
      Dealings and other Directors’
Covenants

            


    

    


    
      	
              6.1

            	
              Each
      of the Directors undertakes to BCF that he
  will:-

            


    

    


    
      	
              6.1.1

            	
              Restrictions on share dealings
      - in respect of any dealings in any shares in the capital of the
      Company in which he is interested whilst he is a director, at all times
      observe the restrictions on dealings in securities of the Company set out
      in the AIM Rules;

            


    

    


    
      	
              6.1.2

            	
              Notification
      by
      connected persons
      - procure that any person who is a connected person in relation to
      them for the purposes of Section 346 of the Act will notify the Company
      and BCF as soon as practicable of any information notification of which is
      required under the AIM Rules;

            


    

    


    
      	
              6.1.3

            	
              Accuracy of information -
      ensure that any information supplied by him or, so far as is
      reasonably practicable, the Company to BCF, including any expressions of
      opinion, will be, to the best of his knowledge and belief, true, fair and
      accurate and will not be misleading and will not omit any material
      information. If during the course of BCF’s engagement any Director
      subsequently discovers any thing or matter which renders any such
      information materially untrue, unfair, inaccurate or misleading, he
      undertakes to notify BCF
immediately.

            


    


    
      
         


      

      
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              6.1.4

            	
              Combined Code - Each of
      the Directors and the Company confirms to BCF that it is intended that the
      Company should comply so far as practicable with the Combined Code and
      undertakes that if at any time it is intended that the Company should not
      so comply, then the Directors will consult with BCF (so long as BCF is the
      Company’s nominated adviser) in relation to such
  matters.

            


    

    


    
      	
              7.

            	
              Reference
      to advice

            


    

    


    The
Company undertakes to BCF that neither any advice rendered by BCF nor any
communication from BCF in connection with the services performed by BCF pursuant
to this Agreement shall be quoted, or referred to, in any public report,
document, release or other communication by the Company or by any related party
(within the meaning of the AIM Rules) without the prior written consent of BCF,
such consent not to be unreasonably
withheld or delayed, unless the Company comes under a legal or regulatory
obligation to disclose it in which event the Company shall so far as possible
consult with BCF as to the nature and extent of the disclosure and shall only
make any disclosure to the extent required by law or regulation.

    


    
      	
              8.

            	
              Acknowledgements

            


    

    


    
      	
              8.1

            	
              BCF’s duty of care - The
      parties acknowledge that BCF is acting solely for the Company and no one
      else and accordingly that BCF will not be responsible to anyone other than
      the Company for providing the protections afforded to clients of BCF or
      for providing advice in relation to or in connection with any
      transactions.

            


    

    


    
      	
              8.2

            	
              Legal advice - The
      Company and each of the Directors acknowledges that BCF is not responsible
      for providing any legal advice to the Company any director of the Company
      in respect of any applicable laws and regulations and the Company and each
      of the Directors undertakes to obtain appropriate legal advice in respect
      of these matters and to communicate to BCF any such advice as is relevant
      to the carrying out of BCF’s services under this Agreement (save to the
      extent that such advice relates to any dispute or potential dispute with
      BCF).

            


    

    


    
      	
              8.3

            	
              Conflicts of interest -
      The Company acknowledges that, when BCF gives the Company advice or
      provides other services in accordance with this Agreement, BCF or a
      Relevant Person or another client may have an interest, relationship or
      arrangement that is material in relation to the transaction or investment
      concerned. Where BCF becomes aware that a conflict of interest has arisen
      or is likely to arise, it will promptly inform the Company in writing, but
      will be under no obligation to provide details of the conflict other than
      such general particulars as may be necessary to enable the Company to
      assess its importance. Thereafter, the parties will in good faith, and as
      soon as reasonably practicable, consult with a view to resolving a
      satisfactory method or procedure in view of such
  conflict.

            


    

    


    
      	
              8.4

            	
              Compliance with Rules -
      The Company acknowledges that all services provided by BCF pursuant
      to this Agreement are subject to the rules and regulations from time to
      time of the FSA. In providing its services, BCF is proposing to treat the
      Company as a “Professional Client” within the meaning of the FSA
      Rules.

            


    


    
      
         


      

      
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              8.5

            	
              Failure to make announcements -
      If the Company fails (in the reasonable opinion of BCF acting in
      good faith and having regard to the Company’s obligations under this
      Agreement) to make any announcement, the Company acknowledges that BCF
      may, having first consulted with the Company, make such announcement on
      the Company’s behalf instead (but without any obligation for BCF to do
      so).

            


    

    


    
      	
              8.6

            	
              Accuracy of information -
      Each of the Company and the Directors acknowledges that it shall
      not be sufficient to provide any information in accordance with this
      Agreement unless such information is also accurate and not misleading and
      agrees that BCF will not be responsible for the verification of any such
      information and shall accept no responsibility for its
      accuracy.

            


    

    


    
      	
              8.7

            	
              Disclosure required by BCF -
      The Company and each of the Directors acknowledges and accepts that
      BCF may be required by law or by regulatory agencies and authorities to
      disclose information and deliver documents relating to the Company and/or
      the Directors in relation to BCF’s engagements under this Agreement. Each
      of them expressly authorises any such disclosure or delivery provided
      that, to the extent allowed, BCF will provide the Company with prompt
      prior notice of any such obligations to disclose
    information.

            


    

    


    
      	
              8.8

            	
              BCF’s Property - All
      correspondence and papers in BCF’s possession or control relating to its
      engagement under this Agreement shall be and remain BCF’s sole property,
      save for any original documents held to the Company’s
    order.

            


    

    


    
      	
              8.9

            	
              BCF’s Instructions - BCF
      is entitled to assume that instructions have been properly authorised by
      the Company if they are given or purported to be given by an individual or
      person who is or purports to be and is reasonably believed by BCF to be a
      director or authorised agent of the
Company.

            


    

    


    
      	
              9.

            	
              Indemnity

            


    

    


    
      	
              9.1

            	
              The
      Company agrees to indemnify and hold harmless each of BCF (for itself and
      on the basis that it shall enjoy an absolute discretion as to the
      enforcement of any claim under the terms of this Clause 9.1, as trustee
      for each and every Relevant Person) and each Relevant Person to the
      fullest extent permitted by law against all liabilities, demands,
      losses, claims, actions, damages, proceedings made, brought or threatened
      against any Relevant Person (whether or not successful, compromised or
      settled), costs, charges, expenses (including legal fees and expenses
      reasonably incurred) and any other liabilities of whatsoever nature which
      any of them may suffer or incur in any jurisdiction directly or indirectly
      as a result of or arising out of or in connection
  with:

            


    

    


    
      	
              9.1.1

            	
              Performance of services -
      the performance by BCF or any Relevant Person of its services to
      the Company pursuant to this Agreement or BCF’s role in acting as
      nominated adviser;

            


    


    
      
         


      

      
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              9.1.2

            	
              Approval of press releases -
      the approval or issue by BCF of any press release or of any FSMA
      Financial Promotion issued by or on behalf of the
  Company;

            


    

    


    
      	
              9.1.3

            	
              Breach of Agreement -
      any breach or alleged breach (other than a breach alleged by BCF
      which is not a proven breach) by the Company or the Directors of any of
      the other provisions of this Agreement;
or

            


    

    


    
      	
              9.1.4

            	
              Transactions - any
      transactions expressly contemplated by this
  Agreement;

            


    

    


    and which
does not in any such case arise as a result of the fraud, negligence or wilful
default of BCF or any Relevant Person or the result of any contravention by BCF
or Relevant Person of the FSMA, or the FSA Rules or The Prospectus Regulations
or the result of the breach by BCF of any material provision of this
Agreement.

    


    
      	
              9.2

            	
              No claims - No claim
      shall be made against BCF or a Relevant Person by the Company or the
      Directors to recover any damage, cost, charge or expense which any of them
      may suffer or incur by reason of or arising out of any advice or service
      provided by BCF or any Relevant Person to the Company or the Directors in
      relation to, or in connection with the performance of BCF’s obligations
      under this Agreement or otherwise in connection with the appointment under
      this Agreement or its role as the nominated adviser for the purposes of
      the AIM Rules, unless and except to the extent that such damages, costs,
      charges or expenses arise as a result of the fraud, negligence or wilful
      default of BCF or any Relevant Person or the result of any contravention
      by BCF or the Relevant Person of the FSMA, the AIM Rules or the FSA Rules
      or the result of the breach by BCF of any material provision of this
      Agreement.

            


    

    


    
      	
              10.

            	
              Authority

            


    

    


    The
Company authorises BCF to take all such actions on the Company’s behalf which
are reasonably necessary for, or reasonably incidental to, the carrying out of
BCF’s responsibilities as the Company’s nominated adviser and the Company
agrees, on demand in writing given by BCF to the Company, to ratify and confirm
everything which BCF shall reasonably and lawfully do in the exercise of such
authority. BCF agrees to keep the Company informed as to any actions which it
proposes to take in its capacity as nominated adviser to the
Company.

    


    
      	
              11.

            	
              Termination

            


    

    


    
      	
              11.1

            	
              Termination - Either the
      Company or BCF may terminate this Agreement on giving to the other parties
      90 business days written notice, but in any event, such notice not to be
      given prior to first eighteen month period of
  Appointment.

            


    

    


    
      	
              11.2

            	
              BCF
      may terminate this Agreement forthwith by giving written notice to the
      Company in any one of the following events or circumstances, namely
      if:

            


    

    


    
      	
              11.2.1

            	
              Failure to pay - the Company does not pay any sum
      payable under this Agreement within 30 Business Days of the due date
      having been given not less than 5 Business Days’ prior written notice of
      any such failure to pay; or

            


    


    
      
         


      

      
        Page 10
of 17

        
          

        

      

      
         


      

    


    
      	
              11.2.2

            	
              Material breach of agreement -
      either the Company or any of the Directors commits any breach of
      any of the other terms and conditions of this Agreement, which breach (if
      capable of remedy) remains unremedied within 10 Business Days’ service of
      a notice specifying the breach and requiring it to be remedied;
      or

            


    

    


    
      	
              11.2.3

            	
              Breach of applicable
      regulations - any director of the Company commits a fraudulent act,
      or the Company or any director of any member of the Group commits any
      material breach of the Act, the AIM Rules, the Prospectus Regulations, the
      FSMA, the FSA Rules or any other laws or regulations to which the Group
      and/or the Directors are subject from time to time;
  or

            


    

    


    
      	
              11.2.4

            	
              Administration - the
      Company or any member of the Group becomes insolvent or unable or deemed
      unable to pay its debts as and when they fall due or is it involved in any
      administration, receivership, liquidation or insolvency proceedings or
      makes an arrangement with any of its members or creditors except for the
      purposes of and followed by reconstruction, amalgamation, reorganisation,
      merger or consolidation on terms approved by BCF (such approval not to be
      unreasonably withheld or delayed) before that step is taken;
      or

            


    

    


    
      	
              11.2.5

            	
              Failure to comply with advice -
      the Company fails to comply with advice given to the Company and/or
      the Directors by BCF such that, in the reasonable opinion of BCF, such
      failure could jeopardise or damage the reputation of
  BCF.

            


    

    


    
      	
              11.3

            	
              Notification - The
      Company shall notify BCF promptly upon becoming aware of the occurrence of
      a Termination Event or any event or circumstance which may give rise to
      the occurrence of a Termination
Event.

            


    

    


    
      	
              11.4

            	
              Upon
      termination in accordance with sub-clause
11.2:

            


    

    


    
      	
              11.4.1

            	
              Rights and obligations -
      subject to the remainder of this sub-clause 11.4, the rights and
      obligations of the parties under this Agreement shall (save in respect of
      clause 9 (Indemnity)
      and sub-clause 13.4 (Confidentiality)
      terminate and be of no further
effect;

            


    

    


    
      	
              11.4.2

            	
              BCF fee - the rights of
      BCF in respect of its annual fee as referred to in sub-clause 4.1 (Annual Fee), will remain in full force and
      effect to the extent that the Company shall be obliged to pay BCF its
      annual fee on a pro rata basis up to the date of
    termination;

            


    

    


    
      	
              11.4.3

            	
              Consultation - BCF shall
      consult with the Company on its AIM status and the Company shall issue a
      press announcement in such terms as BCF may reasonably
      require;

            


    

    


    
      	
              11.4.4

            	
              Accrued rights - any
      rights to which any of the parties to this Agreement may be entitled
      before such termination shall remain in full force and effect;
      and

            


    

    


    
      	
              11.4.5

            	
              Claims - the termination
      shall not affect or prejudice any right to damages or other remedy which
      the terminating party may have in respect of the Termination Event which
      gave rise to the termination or any other right to damages or other remedy
      which any party may have in respect of any breach of this Agreement which
      existed at or before the date of
termination.

            


    


    
      
         


      

      
        Page 11
of 17

        
          

        

      

      
         


      

    

    


    
      	
              12.

            	
              Withholding
      and grossing up

            


    

    


    
      	
              12.1

            	
              Deductions or withholdings -
      All sums payable to BCF under this Agreement shall be paid free and
      clear of all deductions or withholdings unless the deduction or
      withholding is required by law, in which event the relevant person shall
      pay such additional amount as shall be required to ensure that the net
      amount received by BCF will equal the full amount which would have been
      received by it had no such deduction or withholding been
    made.

            


    

    


    
      	
              12.2

            	
              Charge to tax - Save in
      respect of any fees payable to BCF pursuant to clause 4, if the United
      Kingdom Inland Revenue or any other tax authority brings into charge to
      tax (or into any computation of income, profit or gains for the purposes
      of any charge to tax) any sum payable to BCF under this Agreement, then
      the person liable to make such payment shall pay such additional amount as
      shall be required to ensure that after deduction of the tax so chargeable
      there remains a sum equal to the amount that would otherwise be payable to
      BCF under this Agreement (additional payments being made on demand of
      BCF).

            


    

    


    
      	
              13.

            	
              General

            


    

    


    
      	
              13.1

            	
              Entire Agreement -
      Subject as provided in Clause 13.5 below, this Agreement sets out
      the entire agreement and understanding between the parties in respect of
      the subject matter of this
Agreement.

            


    

    


    
      	
              13.2

            	
              Assignment - Rights
      arising from or in connection with this Agreement may not be assigned,
      save that BCF may assign the benefit of this Agreement to any holding
      company or subsidiary of BCF (both terms as defined in section 736 of the
      Act) or any subsidiary of such holding company. This Agreement shall be
      binding upon and endure for the benefit of the respective personal
      representatives, heirs, successors and assigns of the
    parties.

            


    

    


    
      	
              13.3

            	
              Variation - No purported
      variation of this Agreement shall be effective unless it is in writing and
      signed by or on behalf of each of the
parties.

            


    

    


    
      	
              13.4

            	
              Confidentiality:

            


    

    


    
      	
              13.4.1

            	
              Confidential information -
      Except as referred to in sub-clause 13.4.2, each party shall treat
      as strictly confidential all information received or obtained as a result
      of entering into or performing this Agreement which relates to the
      provisions or subject matter of this Agreement, to any other party to this
      Agreement or the negotiations relating to this
  Agreement.

            


    

    


    
      	
              13.4.2

            	
              Disclosure permitted -
      Any party may disclose information which would otherwise be
      confidential if and to the
extent:

            


    


    
      
         


      

      
        Page 12
of 17

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              it
      is required to do so by law or any securities exchange or regulatory or
      governmental body to which it is subject wherever
  situated;

            


    

    


    
      	
               
      

            	
              (b)

            	
              it
      considers it necessary to disclose the information to its professional
      advisers, solicitors, auditors and bankers provided that it does so on a
      confidential basis;

            


    

    


    
      	
               
      

            	
              (c)

            	
              the
      information has come into the public domain through no fault of that
      party; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              each
      party to whom it relates has given its consent in
  writing.

            


    

    


    
      	
              13.5

            	
              Default interest - If
      any party defaults in the payment when due of any sum payable under this
      Agreement (whether payable by agreement or by an order of a court or
      otherwise), the liability of that party shall be increased to include
      interest on that sum from the date when such payment was due until the
      date of actual payment at a rate per annum of 3 per cent. above the base
      rate from time to time of Barclays Bank plc. Such interest shall accrue
      from day to day and shall be compounded
  annually.

            


    

    


    
      	
              13.6

            	
              Notices

            


    

    


    
      	
              13.6.1

            	
              Notices in writing - Any
      notice to be given under this Agreement shall be in writing (unless
      otherwise stated) for the attention of the person stated below and served
      personally or sent by pre-paid registered mail to the respective address
      stated at the beginning of this Agreement or by facsimile as set out
      below, or as the party required to receive such notice may otherwise from
      time to time notify to the other party giving the
  notice:

            


    

    


    
      
        
          	 
      	
                  the
      Company/any

                  Director

                	
                  BCF

                	 
	
                  Facsimile:

                	
                  +972
      4 988 2270

                	
                  020
      7512 0747

                	 
	 
      	 
      	 
      	 
	
                  Attn:

                	
                  Andy
      Pearlman

                	
                  Alan
      MacKenzie

                	 
	
                  Attn:

                	 
      	
                  Ian
      Fenn

                	 


        

      

    

    


    The BCF
qualified staff listed above shall be the Company’s primary corporate finance
contacts, at least one of whom is a “Qualified Executive” (as defined by the AIM
Rules). The staff allocated to the Company may change from time to
time.

    


    
      	
              13.6.2

            	
              Service - Any such
      written notice shall be deemed to have been
  served:

            


    

    


    
      	
               
      

            	
              (a)

            	
              if
      delivered, at the time of delivery;

            


    

    


    
      	
               
      

            	
              (b)

            	
              if
      posted, at 10.00 a.m. on the second Business Day after it was put into the
      post; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              if
      sent by facsimile, at the time of effective
  transmission.

            


    

    


    
      	
              13.6.3

            	
              Proving service - In
      proving such service by post it shall be sufficient to prove that the
      letter containing the notice was properly addressed and delivered or put
      into the post as a pre-paid registered letter. In proving effective
      transmission by facsimile it shall be sufficient to prove that the entire
      facsimile containing such notice was sent to the appropriate number and an
      answerback was received at the end of the transmission in respect of the
      number of pages comprised in the
notice.

            


    


    
      
         


      

      
        Page 13
of 17

        
          

        

      

      
         


      

    

    


    
      	
              13.7

            	
              Severable Provisions -
      Each of the provisions of this Agreement is severable and distinct
      from the others and the invalidity, illegality or unenforceability of any
      one or more of the provisions of this Agreement shall not affect the
      continuation in force of the remaining provisions of this
      Agreement.

            


    

    


    
      	
              13.8

            	
              Indulgence - No neglect,
      indulgence, failure to exercise or delay of any party in exercising any
      right or remedy under this Agreement shall constitute a waiver of such
      right or remedy and no single or partial exercise of any right or remedy
      under this Agreement shall preclude or restrict any other or future
      exercise of such right or remedy or the exercise of any other right or
      remedy. The rights and remedies contained in this Agreement are cumulative
      and not exclusive of any rights or remedies provided by
    law.

            


    

    


    
      	
              13.9

            	
              Waiver - Any waiver must
      be in writing and may be given subject to any condition thought fit by the
      grantor. Any waiver shall be effective only in the instance and for the
      purpose for which it is given.

            


    

    


    
      	
              13.10

            	
              Indemnities - The
      indemnities set out in this Agreement shall be in addition to and not be
      construed to limit, affect or prejudice any other right or remedy
      available to BCF or any Relevant Person and any such indemnities shall be
      enforceable by it only to the extent that such enforcement is not
      prohibited by any law or regulation to which the Company is
      subject.

            


    

    


    
      	
              13.11

            	
              Third Party Rights - No
      term of this Agreement is enforceable under the Contracts (Rights of Third
      Parties) Act 1999 by a person who is not a party to this Agreement other
      than a Relevant Person.

            


    

    


    
      	
              13.12

            	
              Counterparts - This
      Agreement may be executed in any number of counterparts and all the
      counterparts when taken together will constitute one agreement. Each party
      may enter into this Agreement by executing a
  counterpart.

            


    

    


    
      	
              13.13

            	
              Governing law and jurisdiction
      - This Agreement shall be governed by and construed in accordance
      with English Law. Each of the parties irrevocably submits for all purposes
      in connection with this Agreement to the exclusive jurisdiction of the
      courts of England.

            


    

    


    Executed by the parties on the
date specified at the beginning of this Agreement.


    
      
         


      

      
        Page 14
of 17

        
          

        

      

      
         


      

    


    APPENDIX
- Definitions and Interpretation

    


    
      	
              1.

            	
              Definitions

            


    

    


    The
following definitions apply in this Agreement:

    


    
      	
               
      

            	
              Act

            	
              means
      the Companies Act 1985;

            


    

    


    
      	
               
      

            	
              AIM

            	
              means
      the, a AIM Market of the LSE;

            


    

    


    
      	
               
      

            	
              AIM
Rules

            	
              means
      the LSE’s rules relating to AIM as amended from time to
    time;

            


    

    


    
      	
               
      

            	
              Appointment

            	
              the
      appointment of BCF as nominated adviser as of the date of this
      Agreement;

            


    

    


    
      	
               
      

            	
              Board

            	
              means
      the board of directors of the Company from time to
  time;

            


    

    


    
      	
               
      

            	
              Broker

            	
              means
      the broker (as defined by the AIM Rules) appointed by the Company from
      time to time;

            


    

    


    
      	
               
      

            	
              Business
    Day

            	
              means
      any day which is not a Saturday or Sunday or a bank or other public
      holiday in England;

            


    

    


    
      	  	
              Combined
      Code

            	
              The
      principles of Good Governance and Code of Best Practice prepared by the
      committee on Corporate Governance published in June 1998 and renewed in
      July 2003;

            


    

    


    
      	
               
      

            	
              Directors

            	
              means
      the Existing Directors and any New
Director;

            


    

    


    
      	
               
      

            	
              FSMA

            	
              means
      the Financial Services and Markets Act
2000;

            


    

    


    
      	  	
              FSMA
      Financial Promotion

            	
              means
      any communication to which section 21(1) of FSMA applies or would (but for
      an exemption pursuant to section 21(2) or section 21(5) of FSMA)
      apply;

            


    

    


    
      	
               
      

            	
              FSA

            	
              means
      Financial Services Authority
Limited;

            


    

    


    
      	
               
      

            	
              FSA
Rules

            	
              means
      the rules and regulations from time to time of the FSA or any successor
      body including the applicable rules of the UK Financial Services
      Authority’s “Conduct of Business
Sourcebook”;

            


    

    


    
      	
               
      

            	
              Group

            	
              means
      the group of which the Company and its subsidiary undertakings are
      members;

            


    


    
      
         


      

      
        Page 15
of 17

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              LSE

            	
              means
      London Stock Exchange plc;

            


    

    


    
      	  	
              Nominated
      Adviser

            	
              means
      the nominated adviser to the Company for the purposes of the AIM
      Rules;

            


    

    


    
      	
               
      

            	
              New
    Director

            	
              shall
      have the meaning in clause 5.5.3;

            


    

    


    
      	  	
              Ordinary
      Shares

            	
              means
      fully paid ordinary shares of $0.0001 each in the capital of the
      Company;

            


    

    


    
      	
            	
              Relevant
      Person

            	
              means
      any person being (i) BCF, (ii) an undertaking which is a subsidiary
      undertaking of BCF, (iii) a parent undertaking of either of BCF or (other
      than BCF) a subsidiary undertaking of any such parent undertaking, or (iv)
      a director, officer or employee of any such
  person;

            


    

    


    
      	  	
              Prospectus
      Regulations

            	
              The
      Prospectus Regulations 2005 issued under Part VI of
  FSMA

            


    

    


    
      	
            	
              Termination
      Event

            	
              means
      one of the events or circumstances mentioned in sub-clause 11.2 or any
      event or circumstance which, with the giving of notice, or lapse of any
      period of time, or any determination of materiality, or the fulfilment of
      any other requirement might become one of the events or circumstances
      mentioned in that sub-clause.

            


    

    


    
      	
              2.

            	
              Interpretation

            


    

    


    
      	
              2.1

            	
              In
      this Agreement, including this
Appendix:

            


    

    


    
      	
              2.1.1

            	
              headings
      are for convenience only and do not affect the construction of this
      Agreement;

            


    

    


    
      	
              2.1.2

            	
              references
      to any statute or any statutory provisions shall be construed first as a
      reference to such statute or statutory provision as in force at the date
      of this Agreement and as respectively re-enacted or consolidated and
      second as a reference to any statute or statutory provision of which such
      statute or statutory provision is a re-enactment or
      consolidation;

            


    

    


    
      	
              2.1.3

            	
              any
      obligations arising from undertakings made or given under the provisions
      of this Agreement which are incurred, made or given by two or more persons
      shall, unless otherwise specified, be joint and
  several;

            


    

    


    
      	
              2.1.4

            	
              references
      to this Agreement or any other document shall, where appropriate, be
      construed as references to this Agreement or such other document as
      varied, supplemented, novated and/or replaced in any manner from time to
      time;

            


    


    
      
         


      

      
        Page 16
of 17

        
          

        

      

      
         


      

    


    
      	
              2.1.5

            	
              references
      to Clauses are to the clauses of this Agreement and the Appendix to this
      Agreement, unless otherwise stated;
and

            


    

    


    
      	
              2.1.6

            	
              words
      denoting the singular include the plural and vice versa, words importing
      gender include all genders and words denoting persons only include
      corporations, unincorporated associations and
  partnerships.

            


    

    


    If the
above correctly sets out the agreement between us, please sign, date and return
the enclosed copy, whereupon it will constitute a binding agreement between
us.

    


    Yours
faithfully

    for and
on behalf of

    BLOMFIELD
CORPORATE FINANCE LIMITED

    


    
      
        
          	
                  /s/
      Alan
      MacKenzie

                
	
                  Alan
      MacKenzie

                
	
                  Chief
      Executive Officer

                


        

      

    

    


    Signed by for and on behalf
of

    MEDGENICS,
INC.

    and
the Directors

    


    
      
        
          	
                  /s/
      Andrew
      Pearlman

                
	
                  Andrew
      Pearlman

                
	
                  President
      and CEO

                


        

      

    

     

    
      
         


      

      
        Page 17
of 17