EXHIBIT 10.30

    
 

    
      SERVICE
AGREEMENT

    

    
      


    

    
      THIS
AGREEMENT is entered into on April 26, 2010 (‘Effective Date”) by and
between

    

    
      


    

    
      Medgenics,
Inc., which is located at Teradion Business Park, P.O. Box 14, Misgav 20179
Israel (hereinafter “Company”),   and

    

    
      


    

    
      Roei-Zohar
Liad, which is located at 60 Hameri Street Givatayim 53331, Israel
________________________, (hereinafter “RL”).

    

    
      


    

    
      


    

    
      WHEREAS,
Company and RL wish to enter into a contract and agreement whereby RL will
render certain work and services to and for the benefit of
Company.

    

    
      


    

    
      NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Company and RL do hereby contract, covenant and agree as
follows in connection therewith:

    

    
      


    

    
      1. Services. RL agrees to render
and provide work, services, labor and/or materials in accordance with the
specifications contained in Exhibit A, attached hereto and incorporated herein
by reference, provided that the compensation terms herein shall apply to cash or
other consideration received by the Company that in aggregate shall not exceed
$10 million. It is additionally noted that the parties hereby agree to work
together to conclude terms in an expeditious manner regarding investments,
strategic partnering or other agreements whose aggregate cash or consideration
to the Company is larger than $10 million.

    

    
      


    

    
      2. Compensation. Company agrees
to compensate RL for the Services performed as described in detail in Exhibit
C.

    

    
      


    

    
      3. Term. RL and Company agree
that this contract represents an “at will” engagement and may be terminated by
either party in writing upon 30 days notice, or will automatically terminate 12
months from the Effective Date. RL agrees to promptly provide to Company all
completed work and other materials rendered as of the date of
termination.

    

    
      


    

    
      4. Limitation of Liability. RL
does not warrant or represent that its services will be successful or result in
any material benefit to Company. Company acknowledges that no such warranty
exists. In no event shall either party be liable to the other party for any
indirect, incidental, special, exemplary or consequential damages arising out of
this Agreement. This Section shall survive termination of this
Agreement.

    

    
      


    

    
      5. Independent RL. RL is, and
will continue to be an independent contractor and is not to be considered in any
way subject to control by Company. RL is not, and is never to be, an agent or
employee of Company and RL shall have no power or authority to pledge or attempt
to pledge or bind or obligate the Company in any manner or for any purpose. RL’s
relationship with Company will be that of an independent contractor and nothing
in this Agreement should be construed to create a partnership, joint venture, or
employer-employee relationship.   RL is not an agent of Company
and is not authorized to make any representation, contract or commitment on
behalf of Company.

    

    
      


    

    
      6. Governing Law. This Agreement
shall be governed by and shall be construed in accordance with the laws of the
Israel. This Section shall survive termination of this
Agreement.

    

    
      


    

    
      7. Non-Circumvention. Company
agrees not to use any information gathered from RL representatives, partners,
customers, and channels or any other sources introduced by or referred by the
same, in place of the other services as contemplated herein or in any manner
which would preclude RL from receiving its commission for providing Services.
For a period ending one year after termination of this Agreement, Company also
agrees that it will not, by itself or on behalf of any other person, firm,
partnership or corporation divert or take away or attempt to divert or take
away, call on or solicit or attempt to solicit the business or patronage of any
person or entity who is known to the Company to by an RL customer, channel,
contact, referral, acquaintance, agent, employee, investor, partner,
representative, or affiliate, including, but not limited to, those with whom
Company become acquainted with as a result of Company’s relationship with RL.
This Section shall survive termination of the Agreement.

    

    
      


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      8. Assignment. Company agrees
that the Warrants pursuant to the compensation sections in Exhibit C may be
transferred by and between RL and its employees, affiliates, debt owners, share
holders, subsidiaries or third parties, subject to compliance with any
applicable securities laws.

    

    
      


    

    
      


    

    
      This
Agreement constitutes the entire agreement between the parties pertaining to its
subject matter and it supersedes all prior or contemporaneous agreements,
representations and understandings of the parties. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
the party to be charged.

    

    
      


    

    
      WITNESS
THE SIGNATURES of the parties hereto on this 26 day of April,
2010.

    

    
      


    

    


    
      	
              
                /s/ Andrew Pearlman

              

            	 
      	
              
                  

              

            
	
              
                Medgenics,
      Inc.

              

            	 
      	
              
                Roei-Zohar
      Liad

              

            


    

    
      


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      EXHIBIT A:
Services

    

    
      


    

    
      
        	
                1.

              	
                Introduction
      of the Company to potential investors (“Investor/s”). RL shall submit a
      list of proposed potential investors for prior approval by Medgenics, to
      be appended as EXHIBIT B, and only investors listed in so approved EXHIBIT
      B, as updated from time to time, shall be sent materials by or on behalf
      of RL, or shall invest in Medgenics under the terms of this Agreement. RL
      represents that it is aware that the sale of the securities has not been
      registered under the U.S. Securities Act of 1933 (as amended, the “Act”),
      and it is intended that the offer and sale of such Securities shall not be
      required to be registered under the Act by virtue of the exemption
      afforded by Section 4(2) thereof, including, without limitation,
      Regulation D. RL agrees that it shall only solicit or approach potential
      investors for the Company who have been pre-approved by the Company and
      who are non-U.S. persons. All of RL’s activities in connection with the
      Company shall occur outside the United States. RL agrees not to use any
      form of general solicitation, including, without limitation, through
      radio, television or internet, in connection with the Company. RL agrees
      and acknowledges that the Company has the right to accept or reject any
      potential investor and that only investors who are “accredited investors”
      (as such term is defined in Rule 501 promulgated under the Act) will be
      considered for acceptance and, accordingly, RL will only solicit or
      approach potential investors for the Company that RL reasonably believes
      are “accredited investors”. Each prospective purchaser of securities of
      the Company will be required to complete and execute all applicable
      documents. RL agrees to coordinate and cooperate with Company with respect
      to the distribution of all offering materials and the submission of
      subscription documents and investment
funds.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Assisting
      Company throughout the process of negotiation with Investors as requested
      by the Company.

              


      

    

    
      


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      EXHIBIT B: Approved Investor
Candidates

    

    
      


    

    


    
      
        	
                
                  1.

                

              	
                
                  TEVA
      PHARMACEUTICAL INDUSTRIES LTD

                

                
                   

                

              
	
                
                  2.

                

              	
                
                  Dr
      Ilan Cohen and associates; and/or Servotronix, LTD.

                

                
                   

                

              
	
                
                  3.

                

              	
                
                  Fachagentur
      Nachwachsende Rohstoffe (FNR) – Germany

                

                
                   

                

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      EXHIBIT C:
Compensation

    

    
      


    

    
      
        	
                1.

              	
                Company
      will pay RL in cash 7% of the cash or cash equivalent consideration
      received from an Investor introduced to the Company by RL and listed on
      Exhibit B herein in return for the investment accepted by the Company. In
      addition, Company will allocate to RL warrants to purchase 7% of all
      shares that were received by Investor with an exercise price equal to 110%
      of the price per share paid by said Investor, and exercisable for five
      years. Said compensation will be paid or issued to RL promptly after
      receipt by the Company of said consideration received from the Investor.
      The same compensation described above will also be paid to RL for any
      future rounds, investment or loan, in which such an Investor participates,
      provided said participation occurs in either of the following
      cases:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                a.

              	
                Said
      participation occurs within 12 months of the termination or expiration of
      this Agreement; or

              


      

    

    
      


    

    
      
        	
                 
      

              	
                b.

              	
                In
      the event that said Investor has participated before the termination or
      expiration of this Agreement, said further participation occurs within 18
      months of the first
participation.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Investor
      means an entity listed in Exhibit B, or another entity that is
      controlling, controlled by or under common control with such Investor and
      following the listed Investor’s
action

              


      

    

    
      


    

    
      
        	
                3.

              	
                In
      case that Company would like RL’s employee to join a meeting with a
      potential investor outside of Israel, Company will be responsible to cover
      all reasonable out of pocket expenses of the trip which shall be
      authorized in advance by Company up to an agreed maximum expense of
      $5,000.

              


      

    

    
      


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      SERVICE
AGREEMENT

    

    
      


    

    
      THIS
AGREEMENT is entered into on April 26, 2010 (‘Effective Date”) by and
between

    

    
      


    

    
      Medgenics,
Inc., which is located at Teradion Business Park, P.O. Box 14, Misgav 20179
Israel (hereinafter “Company”),  and

    

    
      


    

    
      Roei-Zohar
Liad, which is located at 60 Hameri Street Givatayim 53331, Israel
____________________, (hereinafter “RL”).

    

    
      


    

    
      


    

    
      WHEREAS,
Company and RL wish to enter into a contract and agreement whereby RL will
render certain work and services to and for the benefit of
Company.

    

    
      


    

    
      NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Company and RL do hereby contract, covenant and agree as
follows in connection therewith:

    

    
      


    

    
      1. Services. RL agrees to render
and provide work, services, labor and/or materials in accordance with the
specifications contained in Exhibit A, attached hereto and incorporated herein
by reference, provided that the compensation terms herein shall apply to cash or
other consideration received by the Company that in aggregate shall not exceed
$10 million. It is additionally noted that the parties hereby agree to work
together to conclude terms in an expeditious manner regarding investments,
strategic partnering or other agreements whose aggregate cash or consideration
to the Company is larger than $10 million.

    

    
      


    

    
      2. Compensation. Company agrees
to compensate RL for the Services performed as described in detail in Exhibit
C.

    

    
      


    

    
      3. Term. RL and Company agree
that this contract represents an “at will” engagement and may be terminated by
either party in writing upon 30 days notice, or will automatically terminate 12
months from the Effective Date. RL agrees to promptly provide to Company all
completed work and other materials rendered as of the date of
termination.

    

    
      


    

    
      4. Limitation of Liability. RL
does not warrant or represent that its services will be successful or result in
any material benefit to Company. Company acknowledges that no such warranty
exists. In no event shall either party be liable to the other party for any
indirect, incidental, special, exemplary or consequential damages arising out of
this Agreement. This Section shall survive termination of this
Agreement.

    

    
      


    

    
      5. Independent RL. RL is, and
will continue to be an independent contractor and is not to be considered in any
way subject to control by Company. RL is not, and is never to be, an agent or
employee of Company and RL shall have no power or authority to pledge or attempt
to pledge or bind or obligate the Company in any manner or for any purpose. RL’s
relationship with Company will be that of an independent contractor and nothing
in this Agreement should be construed to create a partnership, joint venture, or
employer-employee relationship.   RL is not an agent of Company
and is not authorized to make any representation, contract or commitment on
behalf of Company.

    

    
      


    

    
      6. Governing Law. This Agreement
shall be governed by and shall be construed in accordance with the laws of the
Israel. This Section shall survive termination of this
Agreement.

    

    
      


    

    
      7. Non-Circumvention. Company
agrees not to use any information gathered from RL representatives, partners,
customers, and channels or any other sources introduced by or referred by the
same, in place of the other services as contemplated herein or in any manner
which would preclude RL from receiving its commission for providing Services.
For a period ending one year after termination of this Agreement, Company also
agrees that it will not, by itself or on behalf of any other person, firm,
partnership or corporation divert or take away or attempt to divert or take
away, call on or solicit or attempt to solicit the business or patronage of any
person or entity who is known to the Company to by an RL customer, channel,
contact, referral, acquaintance, agent, employee, investor, partner,
representative, or affiliate, including, but not limited to, those with whom
Company become acquainted with as a result of Company’s relationship with RL.
This Section shall survive termination of the Agreement.

    

    
      


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      8. Assignment. Company agrees
that the Warrants pursuant to the compensation sections in Exhibit C may be
transferred by and between RL and its employees, affiliates, debt owners, share
holders, subsidiaries or third parties, subject to compliance with any
applicable securities laws.

    

    
      


    

    
      This
Agreement constitutes the entire agreement between the parties pertaining to its
subject matter and it supersedes all prior or contemporaneous agreements,
representations and understandings of the parties. No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
the party to be charged.

    

    
      


    

    
      WITNESS
THE SIGNATURES of the parties hereto on this 26 day of April,
2010.

    

    
      


    

    


    
      	
              
                /s/ Andrew Pearlman

              

            	 
      	
              
                /s/ Roei-Zohar
Liad

              

            
	
              
                Medgenics,
      Inc.

              

            	 
      	
              
                Roei-Zohar
      Liad

              

            


    

    
      


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      EXHIBIT A:
Services

    

    
      


    

    
      
        	
                1.

              	
                Introduction
      of the Company to potential investors (“Investor/s”). RL shall submit a
      list of proposed potential investors for prior approval by Medgenics, to
      be appended as EXHIBIT B, and only investors listed in so approved EXHIBIT
      B, as updated from time to time, shall be sent materials by or on behalf
      of RL, or shall invest in Medgenics under the terms of this Agreement. RL
      represents that it is aware that the sale of the securities has not been
      registered under the U.S. Securities Act of 1933 (as amended, the “Act”),
      and it is intended that the offer and sale of such Securities shall not be
      required to be registered under the Act by virtue of the exemption
      afforded by Section 4(2) thereof, including, without limitation,
      Regulation D. RL agrees that it shall only solicit or approach potential
      investors for the Company who have been pre-approved by the Company and
      who are non-U.S. persons. All of RL’s activities in connection with the
      Company shall occur outside the United States. RL agrees not to use any
      form of general solicitation, including, without limitation, through
      radio, television or internet, in connection with the Company. RL agrees
      and acknowledges that the Company has the right to accept or reject any
      potential investor and that only investors who are “accredited investors”
      (as such term is defined in Rule 501 promulgated under the Act) will be
      considered for acceptance and, accordingly, RL will only solicit or
      approach potential investors for the Company that RL reasonably believes
      are “accredited investors”. Each prospective purchaser of securities of
      the Company will be required to complete and execute all applicable
      documents. RL agrees to coordinate and cooperate with Company with respect
      to the distribution of all offering materials and the submission of
      subscription documents and investment
funds.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Assisting
      Company throughout the process of negotiation with Investors as requested
      by the Company.

              


      

    

    
      


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      EXHIBIT B: Approved Investor
Candidates

    

    
      


    

    


    
      
        	
                
                  1.

                

              	
                
                  TEVA
      PHARMACEUTICAL INDUSTRIES LTD

                

                
                   

                

              
	
                
                  2.

                

              	
                
                  Dr
      Ilan Cohen and associates; and/or Servotronix, LTD.

                

                
                   

                

              
	
                
                  3.

                

              	
                
                  Fachagentur
      Nachwachsende Rohstoffe (FNR) – Germany

                

                
                   

                

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


      

    

    
      


    

    
      


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      EXHIBIT C:
Compensation

    

    
      


    

    
      
        	
                1.

              	
                Company
      will pay RL in cash 7% of the cash or cash equivalent consideration
      received from an Investor introduced to the Company by RL and listed on
      Exhibit B herein in return for the investment accepted by the Company. In
      addition, Company will allocate to RL warrants to purchase 7% of all
      shares that were received by Investor with an exercise price equal to 110%
      of the price per share paid by said Investor, and exercisable for five
      years. Said compensation will be paid or issued to RL promptly after
      receipt by the Company of said consideration received from the Investor.
      The same compensation described above will also be paid to RL for any
      future rounds, investment or loan, in which such an Investor participates,
      provided said participation occurs in either of the following
      cases:

              


      

    

    
      


    

    
      
        	
                 
      

              	
                a.

              	
                Said
      participation occurs within 12 months of the termination or expiration of
      this Agreement; or

              


      

    

    
      


    

    
      
        	
                 
      

              	
                b.

              	
                In
      the event that said Investor has participated before the termination or
      expiration of this Agreement, said further participation occurs within 18
      months of the first
participation.

              


      

    

    
      


    

    
      
        	
                2.

              	
                Investor
      means an entity listed in Exhibit B, or another entity that is
      controlling, controlled by or under common control with such Investor and
      following the listed Investor’s
action

              


      

    

    
      


    

    
      
        	
                3.

              	
                In
      case that Company would like RL’s employee to join a meeting with a
      potential investor outside of Israel, Company will be responsible to cover
      all reasonable out of pocket expenses of the trip which shall be
      authorized in advance by Company up to an agreed maximum expense of
      $5,000.

              


      

    

    
      


    


    
      
         


      

      
        5