EXHIBIT 10.43

     

    
      
        	
                
                  The
      Directors

                

                
                  Medgenics,
      Inc

                

                
                  2711
      Centreville Road

                

                
                  Suite
      400

                

                
                  Wilmington,
      19808

                

                
                  New
      Castle

                

                
                  Delaware,
      USA

                

              	

                 

              


      

      
         

        Strictly
Private & Confidential

         

      

    

    
      28
November 2007

    

    
       

      Dear
Sirs


    

    
       

      BROKER
ENGAGEMENT LETTER

    

    


    Our
engagement (the “Engagement”) will begin on the date of this letter and will
continue for an indefinite period, unless terminated in accordance with
paragraph 2.1 or 2.2 of Schedule One to this letter. The terms and conditions
relating to the Engagement are set out in this letter and in Schedule One and
Schedule Two (which also includes additional definitions used in this letter).
Schedule One and Schedule Two form part of this letter as if incorporated in
it.

    
       

      Please
indicate your acceptance of these terms and conditions by signing and dating the
enclosed copy of this letter and returning it to us. Please also provide us with
the information and documents requested in Appendix One as soon as
possible.

       

    

    
      
        
          
            
              	
                      1.

                    	
                      OUR
      SERVICES TO YOU

                    
	 
      	 
      	 
      
	 
      	
                      1.1

                    	
                      At
      the date of our signing of this letter we are authorised by the FSA and as
      such are regulated by the FSA in the conduct of investment
      business.

                    
	 
      	 
      	 
      
	 
      	
                      1.2

                    	
                      You
      have appointed us and we agree to act, as your broker, in accordance with
      the requirement of the AIM Rules that an AIM company appoints and retains
      a broker to the Company, in relation to the proposed Admission of the
      company’s shares to trading on AIM and thereafter. You should note that
      SVS does not deal in securities on behalf of clients, where a client may
      wish to undertake a trade in its shares, such trade is introduced to SVS’s
      Designated Broker as recognised by the London Stock Exchange plc, which
      designated broker may change from time to time.

                    
	 
      	 
      	 
      
	 
      	
                      1.3

                    	
                      We
      will provide you with the specific services set out below in relation to
      Admission (in conjunction, where appropriate, with your other advisers,
      including where appropriate your Nominated Adviser, both generally and
      where specifically highlighted).

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      1.3.1

                    	
                      We
      will advise, and together with your other professional advisers, will
      assist you in the preparation of suitable documents for this
      purpose.

                    
	 
      	 
      	 
      	 
      
	 
      	
                      1.4

                    	
                      We
      will also provide you with the services set out below as and when
      appropriate.

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      1.4.1

                    	
                      advise
      you on anticipated market reaction to new corporate initiatives of yours,
      such as acquisitions, disposals and fundraisings; and

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	
                      1.4.2

                    	
                      advise
      on the timing, commissioning and publication of independent research on
      you whenever we feel, in consultation with you, that it is appropriate for
      us to do so.

                    
	 
      	 
      	 
      	 
      
	 
      	
                      1.5

                    	
                      Please
      note that the items set out below are expressly excluded from the scope of
      our work, unless and until you and we agree otherwise in
      writing.

                    


            

          

          
            
 

          

        

      

    

    
      
        
          
            
              	 	 
	
                      
                        SVS Securities
      PLC is authorised and regulated by the Financial Services
      Authority,

                      

                      
                        is a member of
      the London Stock Exchange and a PLUS Markets Corporate
      Advisor.

                      

                      
                        Registered in
      England and Wales. Company Number 4402606

                      

                      
                        VAT Number:
      796 3591 72

                      

                      Registered
      Office: 2 London Wall Buildings, London Wall, London EC2M
    5PP.

                    	
                      
                        SVS Securities
      plc

                      

                      
                        Tel: +44 (0)20
      7638 5600

                      

                      
                        Fax: +44 10)20
      7638 5601

                      

                      
                        Web:
      www.svssecurities.com

                      

                      
                        Email:
      info@svssecurities.com

                      

                    


            

            
              



              
                
                  
                     


                  

                  
                     


                    
                      

                    

                  

                  
                     


                  

                

              

              
 

            

          

        

      

    

    
      
        
          
            	 
      	 
      	
                    1.5.1.

                  	
                    We
      are not obliged to sell, buy, place, underwrite or sub-underwrite any
      issue or sale of any securities, or to lend money.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.5.2.

                  	
                    Except
      as set out in this letter, we are not obliged to provide you with any
      advice or information in relation to the acquisition or disposal of any
      business or undertaking, especially as to the terms of any such
      transaction including the consideration relating to it. In providing any
      advice to you, we will be entitled to rely on your directors’ assessment
      of the commercial and financial benefits, risks and effect of any proposed
      transaction (including Admission), and your directors will be responsible
      for that assessment accordingly. Except as part of our provision of
      corporate finance advice, we do not provide advice on the merits of buying
      and selling investments generally.

                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                    1.5.3.

                  	
                    We
      are not responsible for carrying out any due diligence work in relation to
      any transaction including Admission. We do not accept responsibility for
      due diligence or other work carried out by you or your other advisers (for
      example, your legal, accounting, valuation, tax or public relations
      advisers), even if we have introduced you to those advisers or advise on
      the scope of that advice or receive or help to co-ordinate that advice or
      the provision of the underlying information. You must ensure that the
      advice that you receive from your advisers in connection with any
      transaction is adequate for the purposes of that transaction and is also
      addressed to us if we so request.

                  
	 
      	 
      	 
      
	 
      	
                    1.6.

                  	
                    We
      will advise you in what we consider to be your best interests, in the
      light of circumstances prevailing at the time at which we give our advice.
      Please note that this may mean that our advice may be subject to change.
      We do not expressly or by implication warrant or represent that it is or
      will be possible or advisable for any transaction, including Admission, to
      proceed. Our advice will also be based on our understanding of your
      financial position and objectives as explained by you, as well as on other
      information provided by you. If we believe that Admission or any other
      particular transaction is unsuitable for you having regard to these
      factors or to market conditions or to any other fact or circumstance
      relating to you which comes to our attention, we may in these
      circumstances, without being in breach of this letter, decline to act
      further in relation to the transaction concerned, even if you wish to
      continue with it.

                  
	 
      	 
      	 
      
	 
      	
                    1.7

                  	
                    We
      will be pleased to consider requests to carry out other work for you from
      time to time, but we are not obliged to do so, unless we expressly agree
      to do so in writing. Any other work that we carry out for you from time to
      time will be deemed to be provided on and subject to the terms and
      conditions of this letter, or such other terms and conditions as you and
      we may agree in writing and will be the subject of a separate fee as
      provided by paragraph 3.4 below.

                  
	 
      	 
      
	
                    2.

                  	
                    STAFFING

                  
	 
      	 
      	 
      
	 
      	
                    2.1.

                  	
                    Kulvir
      Virk and Robert Kretowicz will be your principal contacts in connection
      with this Engagement.

                  
	 
      	 
      	 
      
	 
      	
                    2.2.

                  	
                    We
      will try to avoid any changes in the team handling your work. If a change
      is necessary, we will advise you promptly and explain the reasons for the
      change.

                  
	 
      	 
      
	
                    3.

                  	
                    FEES,
      COMMISSIONS AND EXPENSES

                  
	 
      	 
      	 
      
	 
      	
                    3.1.

                  	
                    All
      amounts due to us by you shall be paid by you in such manner and to such
      account, as we may notify to you in writing from time to
    time.

                  
	 
      	 
      	 
      
	 
      	
                    3.2.

                  	
                    You
      agree to pay us a fee of £15,000 per annum (or such other amount as we may
      agree with you in writing), plus VAT, if applicable, which accrues on a
      daily basis and is payable and shall be invoiced by us in four equal
      amounts, quarterly in advance. The first payment is due on the later of
      the date on which our appointment is announced and the date being 5
      business days following Admission. You agree that this will be reviewed
      after one year. You agree that we may increase these charges once per
      calendar year at any time after the first anniversary of the date of this
      letter by giving you not less than four weeks’ written notice before the
      increase takes effect at which time you will have the option to terminate
      the Engagement if you do not accept the
  increase.

                  


          

        

        
          
 

        

      

    

    
      
        
           


        

        
          2

          
            

          

        

        
           


        

      

    

    
 

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      3.3.

                                    	
                                      If
      the Engagement is terminated or if Admission does not proceed or, in our
      reasonable opinion, we think that you will not proceed with Admission or
      that Admission is not capable of being completed within a reasonable
      period, in each case for any reason, then you agree that we shall retain
      any fees invoiced by us or accrued but not yet invoiced under paragraph
      3.2 above.

                                    
	 	 	 
	 
      	
                                      3.4.

                                    	
                                      If
      we agree to do more work than envisaged by the scope of this letter, then
      you will pay fees for that extra work in the amounts and at the times
      subsequently agreed in writing between us. You and we agree to consult at
      an early stage in relation to the fees applicable to any such additional
      work.

                                    
	 	 	 
	 
      	
                                      3.5.

                                    	
                                      You
      agree to reimburse us on demand for all fees, commissions and expenses
      that we reasonably and properly incur in acting for you (and whether or
      not any specific transaction is completed). These fees, commissions and
      expenses include, but are not limited to, all out of pocket (including
      travel and subsistence) expenses reasonably incurred by us, stamp duty and
      stamp duty reserve tax (and any related penalties or interest), fees and
      expenses payable to any stock exchange or other regulatory body, the
      reasonable fees and expenses of all legal, accountancy and other
      professional advisers (including the fees and expenses of our own legal
      advisers on a full solicitor and own client basis) reasonably incurred,
      commissions in agreed amounts payable to sub-underwriters, the fees and
      expenses of registrars and receiving bankers, and printing, posting and
      advertising expenses. If we so request, you will pay any such fees,
      commissions and expenses direct (rather than our paying them on your
      behalf and seeking reimbursement from you). If we incur fees, commissions
      or expenses in a currency other than in £ sterling, you will
      reimburse us in £
      sterling for those fees, commissions and expenses (and any foreign
      exchange commission we incur) at a rate of exchange reasonably selected by
      us.

                                    
	 	 	 
	 
      	
                                      3.6.

                                    	
                                      To
      the extent not specified otherwise under paragraph 3.1 above, you agree to
      pay the amounts due under this letter and our invoices respectively in
      cleared funds within seven days of the due date for payment under this
      letter or the date of invoice, as the context requires. We reserve the
      right to charge interest on late payments from the date seven days after
      the relevant due date for payment until the actual date of payment (after
      as well as before judgement) at the rate of 2 per cent above the base rate
      from time to time of Barclays Bank plc.

                                    
	 	 	 
	 
      	
                                      3.7.

                                    	
                                      All
      fees, commissions and expenses are subject to the addition of value added
      tax, if applicable, at the prevailing rate, payable on the same basis and
      at the same time as applies to payment of the relevant fees, commissions
      and expenses.

                                    
	 	 	 
	 
      	
                                      3.8.

                                    	
                                      You
      agree to make all payments under or in connection with this letter gross,
      free of any rights of counterclaim or set off and without any deduction or
      withholding of any nature save only as may be required by law. If you are
      required by law to make a deduction or withholding from a payment, you may
      do so, but you must also increase the amount of the payment so that, after
      making the deduction or withholding, the recipient receives and retains
      (free of any liability in respect of any such deduction or withholding) a
      net sum equal to the sum which it would have received and retained had
      there been no deduction or withholding. Similarly, if a payment (other
      than a payment of a fee or a commission due to us under this letter) made
      in connection with paragraph 9 of Schedule 1 of this letter is subject to
      tax in the hands of the recipient, you must increase the payment so that,
      after paying the tax, the recipient receives and retains the sum it would
      have received and retained had it not been subject to that tax in the
      hands of the recipient.

                                    
	 	 	 
	
                                      4.

                                    	
                                      COMPLAINTS
      PROCEDURE AND COMPENSATION

                                    
	 	 
	 
      	 
      	
                                      We
      operate a complaints procedure which may be summarised as follows. Any
      complaint about us should be notified in writing to Kulvir Virk, Director,
      at the address shown on the front page of this letter, and he will
      investigate it and give his response. Once a complaint has been responded
      to in writing, if no indication has been received from the complainant
      that it is not satisfied with the response, then after two months from the
      date of the response we may treat the complaint as settled and
      resolved.

                                    




                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
           


        

        
          3

          
            

          

        

        
           


        

      

    

    


    
      
         

        
          
            	
                    5.

                  	
                    MATERIAL
      INTERESTS

                  
	 	 
	 
      	
                    At
      the time of writing this letter, we are not aware of any matters where we
      or any of our Associates have a material interest that may give rise to a
      potential conflict of interest relevant to our acting for you. In the
      course of acting for you, we will keep under review the existence of any
      actual or potential material interest which may give rise to a potential
      conflict of interest relevant to our acting for you and we will notify you
      as soon as reasonably possible after we become aware of any relevant
      matter. Please draw to our attention any such matter of which you may
      become aware.

                  


          

        

         

      

      We very
much look forward to working with you.

    

    
       

      Yours
faithfully

    

    
       

      
        
          
            
              	 	 	 	 	 
	
                      /s/
      Robert Kretowicz

                    	 	 	
                       

                    	 
	
                      Robert
      Kretowicz, Director

                    	 	 	
                       

                    	 
	
                      
                        for
      and on behalf of

                      

                    	 	 	
                       

                    	 


            

          

        

      

      SVS Securities
plc

    

    
       

    

    
      We hereby
agree to the above terms and conditions.


      
         

        
          
            
              
                
                  
                    
                      
                        
                          	 	 	 	 	 	 
	Signed:	
                                  /s/
      Andrew Pearlman

                                	 	 	
                                   

                                	 


                        

                      

                    

                  

                

              

            

          

        

         

        
          Duly
authorised by Medgenics,
Inc

        

      

    

     

    
      
        Name: 
Andrew Pearlman

      

       

      
        Position: 
CEO

         

        Date:  28 Nov.
2007

      

    

    
 

    
      
        
           


        

        
          4

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
ONE

       

    

    
      TERMS
AND CONDITIONS

    

    
      
        
          


        

        
          
            
              	
                      
                        1.

                      

                    	
                      
                        EXCLUSIVITY

                      

                    
	 
      	 
      
	 
      	
                      
                        You
      acknowledge that our appointment in our role as broker to the Company for
      the purposes of the AIM Rules is an exclusive appointment during the term
      of the Engagement. You agree not to engage any other person in such role
      without our prior written consent (such consent not to be unreasonably
      withheld or delayed). For the avoidance of doubt, we hereby acknowledge
      that the Company reserves fully its right to appoint, as a joint or “lead” broker
      to act with or assist us with any further fundraisings by the Company
      during the term of our Engagement, another broker or financial institution
      (“other broker”). In such event we will work in willing co-operation with
      the Company and such other broker in relation to any such
      fundraising.

                      

                    
	 
      	 
      
	
                      
                        2.

                      

                    	
                      
                        TERM
      OF ENGAGEMENT

                      

                    
	 
      	 
      
	
                      
                        2.1

                      

                    	
                      
                        Either
      the Company or SVS may terminate this Engagement on giving to the other
      party not less than 90 days’ written notice, such notice not to take
      effect prior to the first anniversary of the
    Engagement.

                      

                    
	 
      	 
      
	
                      
                        2.2

                      

                    	
                      
                        If
      either of us fails to perform any material obligation under this letter,
      and does not remedy the failure within 14 days of being required to do so
      by written demand, the other of us may terminate this agreement with
      immediate effect, without prejudice to any other available right or
      remedy.

                      

                    
	 
      	 
      
	
                      
                        2.3

                      

                    	
                      
                        Termination
      of the Engagement does not in any way affect your or our respective rights
      accrued up to the effective time of termination. Nor does it in any way
      affect this paragraph 2.3, or paragraphs 4.4, 7, 9, 10, or 11 below, all
      of which will remain enforceable in accordance with their
      terms.

                      

                    
	 
      	 
      
	
                      
                        3.

                      

                    	
                      
                        INFORMATION,
      LAW AND ANNOUNCEMENTS

                      

                    
	 
      	 
      
	
                      
                        3.1

                      

                    	
                      
                        You
      agree to provide us as soon as reasonably possible from time to time with
      all information relating to you and the members of your Group (including
      your and their respective strategies, prospects, corporate affairs,
      personnel, businesses, customer and supplier relationships, assets,
      liabilities, profits and losses) that is or might reasonably be regarded
      as being relevant to us for the purpose of advising you and that is or
      might otherwise reasonably be regarded as being relevant for disclosure to
      us in connection with the Engagement. Without prejudice to this general
      obligation, you also agree to provide us with particular information that
      is relevant to the Engagement, and with access to all appropriate
      directors, officers, employees and advisers of the Group, in each case, if
      and when we reasonably request it. As stated above, our advice will be
      based on our understanding of your financial position and objectives as
      explained by you, as well as other information provided by
      you.

                      

                    
	 
      	 
      
	
                      
                        3.2

                      

                    	
                      
                        You
      agree to ensure that all information provided to us by you or on your
      behalf will (so far as you are aware, having made reasonable due and
      careful enquiry) at the time it is given be Reliable Information. If you
      become aware that any of the information provided to us by you or on your
      behalf was not when given, or has ceased to be, Reliable Information, you
      will provide us as soon as reasonably possible with all such further
      information as is necessary to ensure that we have all relevant
      information and that it is all Reliable Information. Unless and to the
      extent we are or become actually aware, or receive fair disclosure, to the
      contrary, we may assume that all information provided to us by you or on
      your behalf from time to time is and will remain Reliable Information. In
      no circumstances will we be obliged to verify any of
    it.

                      

                    
	 
      	 
      
	
                      
                        3.3

                      

                    	
                      
                        You
      must yourself (and you must ensure that each member of your Group and your
      and their respective directors, officers and employees will) at all times
      comply with all Applicable Laws.

                      

                    


               

               

              
                
                  
                  

                

                
                  5

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        3.4

                      

                    	
                      
                        You
      agree that, if you ask us to communicate any financial promotion or issue
      any other document relating to you or on your behalf (or to approve the
      communication by you or on your behalf of any financial promotion or the
      issue of any other document), we will require you to verify to our
      satisfaction that:

                      

                    
	 
      	 
      
	
                      
                        3.4.1

                      

                    	
                      
                        the
      information in it is Reliable Information (save to the extent that any
      statement in it is made by or on behalf of any Indemnified Person);
      and

                      

                    
	 
      	 
      
	
                      
                        3.4.2

                      

                    	
                      
                        the
      document and its issue is in accordance with all Applicable
      Laws.

                      

                    
	 
      	 
      
	
                      
                        3.5

                      

                    	
                      
                        You
      will be responsible for ensuring that the information in each financial
      promotion or other document contemplated in paragraph 3.4 above is
      Reliable Information and you agree, if we require, to ensure that your
      directors accept responsibility for the document accordingly. You agree to
      make such changes as we consider necessary or desirable to any such
      announcement, financial promotion or other document to ensure that it
      satisfies the requirements of this paragraph 3.

                      

                    
	 
      	 
      
	
                      
                        4.

                      

                    	
                      
                        ANNOUNCEMENTS

                      

                    
	 
      	 
      
	
                      
                        4.1

                      

                    	
                      
                        Subject
      to paragraph 4.3 below, you must not yourself (and you must ensure that no
      member of your Group nor any of your nor their respective directors,
      officers, employees or agents will) make or issue at any time any
      announcement, circular or other publicity relating to you (other than
      articles of a general nature or for inclusion in the trade press which is
      not of a price sensitive nature) or any member of your Group or any of
      your or their respective directors, officers, employees and agents, as
      appropriate, or any matter referred to in this letter without our prior
      approval to the form and content of the announcement (but we may not
      unreasonably withhold or delay our consent).

                      

                    
	 
      	 
      
	
                      
                        4.2

                      

                    	
                      
                        You
      must ensure that with respect to each such announcement, circular or other
      publicity:

                      

                    
	 
      	 
      
	
                      
                        4.2.1

                      

                    	
                      
                        the
      information in it is Reliable Information; and

                      

                    
	 
      	 
      
	
                      
                        4.2.2

                      

                    	
                      
                        it
      and its issue is in accordance with all Applicable
    Laws.

                      

                    
	 
      	 
      
	
                      
                        4.3

                      

                    	
                      
                        Paragraph
      4.1 above does not apply to any announcement, circular or other publicity
      required by Applicable Laws or approved prior to release by the Company’s
      duly appointed nominated adviser (within the meaning of the AIM Rulea). In
      such an event, you must, as far as practical, consult with us as to the
      form and content of the announcement, circular or other publicity and the
      manner of its issue before issuing it.

                      

                    
	 
      	 
      
	
                      
                        4.4

                      

                    	
                      
                        If
      any financial promotion, announcement, document, circular or other
      publicity referred to in paragraph 3 or 4 of this Schedule One is issued
      and is (or is subsequently discovered to have been) issued in breach of
      any provision of paragraph 3 or 4 of this Schedule One, or if we consider
      that it is necessary in the light of Applicable Laws, we may require you
      to make or issue at any time an announcement, document, circular or other
      publicity (in a form satisfactory to us) in order to rectify or mitigate
      the effect of the breach and/or to ensure compliance with Applicable
      Laws.

                      

                    
	 
      	 
      
	
                      
                        5.

                      

                    	
                      
                        DEALINGS
      BY THE COMPANY

                      

                    
	 
      	 
      
	
                      
                        5.1

                      

                    	
                      
                        The Company shall
      itself conduct all dealings by it in its own securities through the Designated
      Broker provided that:

                      

                    
	 
      	 
      
	 
      	
                      
                        (i)

                      

                    	
                      
                        we
      will not charge fees or commissions at higher than their normal market
      rate (which rate shall be competitive in the market having regard to the
      size of the relevant trade(s) and other appropriate factors) save that we
      shall have five days in which to match the terms offered by any other
      broker; and

                      

                    
	 
      	 
      	 
      
	 
      	
                      
                        (ii)

                      

                    	
                      
                        the
      sale price through us of any securities proposed to be sold by us is at
      least equivalent to the price that the Company can obtain elsewhere for
      similar sized block of securities save that we shall have five days in
      which to obtain an equivalent sale price for the relevant securities from
      the date the price offered by any other broker is notified to us in
      writing.

                      

                    


               

               

              
                
                  
                  

                

                
                  6

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        6.

                      

                    	
                      
                        CONFIDENTIALITY

                      

                    
	 
      	 
      
	
                      
                        6.1

                      

                    	
                      
                        Subject
      to paragraph 6.2 below, you and we each agree to treat as strictly
      confidential and not to disclose any information received or obtained as a
      result of entering into or performing this letter. Specifically, you agree
      not to disclose or refer to our advice in any publication issued by you or
      any member of your Group without our prior written consent. You and we
      each agree to ensure that, in your case, the members of your Group, and in
      our case, our Associates, and our and their respective directors,
      officers, employees, agents and advisers observe the provisions of this
      paragraph 6 as if they were bound by it (and any breach of its terms by
      any of them will be deemed to be a breach by whichever of us fails to
      ensure that they so behave).

                      

                    
	 
      	 
      
	
                      
                        6.2

                      

                    	
                      
                        Each
      of us can disclose information which would otherwise be confidential if
      and to the extent:

                      

                    
	 
      	 
      
	
                      
                        6.2.1

                      

                    	
                      
                        required
      by the law of any relevant jurisdiction or for the purposes of any
      judicial proceedings, including any judicial proceedings to enforce this
      letter; or

                      

                    
	 
      	 
      
	
                      
                        6.2.2

                      

                    	
                      
                        required
      by (or reasonably necessary for the purpose of this letter or any
      transaction contemplated in it to be disclosed to) any recognised
      investment exchange or regulatory or governmental body, including the
      Panel on Takeovers and Mergers, to which either of us is subject or
      submits; or

                      

                    
	 
      	 
      
	
                      
                        6.2.3

                      

                    	
                      
                        the
      information is disclosed on a strictly confidential basis to professional
      advisers or bankers for the purpose of advising or assisting in connection
      with this letter and the transactions contemplated in it;
      or

                      

                    
	 
      	 
      
	
                      
                        6.2.4

                      

                    	
                      
                        the
      information is disclosed to a director, officer, employee or agent of
      yours or ours (or of any member of your Group or of any of our Associates)
      whose function requires him to have the information;
    or

                      

                    
	 
      	 
      
	
                      
                        6.2.5

                      

                    	
                      
                        the
      information has come into the public domain otherwise than through the
      fault of the disclosing party; or

                      

                    
	 
      	 
      
	
                      
                        6.2.6

                      

                    	
                      
                        the
      information relates to you or your Group and is comprised in any document
      which is reasonably required to implement any transaction contemplated in
      this letter; or

                      

                    
	 
      	 
      
	
                      
                        6.2.7

                      

                    	
                      
                        the
      other has agreed to the disclosure in writing,

                      

                    
	 
      	 
      
	 
      	
                      
                        but
      you or we can only disclose under paragraphs 6.2.1 and 6.2.2 above after
      consultation (where practical) with the other. If either of us makes any
      disclosure under paragraph 6.2.1 or 6.2.2 above, the other of us must be
      informed of the disclosure by the disclosing party as soon as reasonably
      possible, unless the disclosing party is prohibited by law against
      informing the other of us of any such disclosure.

                      

                    
	 
      	 
      
	
                      
                        6.3

                      

                    	
                      
                        Certain
      of the information that you may give to us may be subject to the Data
      Protection Act 1998, by which we will be bound to the extent that such Act
      applies with respect to that information.

                      

                    
	 
      	 
      
	
                      
                        6.4

                      

                    	
                      
                        You
      agree that we may nominate you for inclusion as one of our clients in any
      publication that we reasonably consider to be reputable, and you agree to
      consent to your inclusion accordingly if the relevant publisher asks for
      it. You may at any time notify us that you do not wish to be so included
      in a particular publication, or any such
    publications.

                      

                    
	 
      	 
      
	
                      
                        6.5

                      

                    	
                      
                        All
      correspondence and papers that we hold in connection with acting for you
      will be our property (except for original contracts, share certificates
      and other documents of title expressly held to your
      order).

                      

                    


               

               

              
                
                  
                  

                

                
                  7

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        7.

                      

                    	
                      
                        CONFLICTS

                      

                    
	 
      	 
      
	
                      
                        7.1

                      

                    	
                      
                        You
      acknowledge that we operate various “Chinese walls”, and control access to
      information. You agree that no Indemnified Person has any duty to disclose
      to you any information received or obtained in the course of carrying on
      other business, for example for other clients. This is because we may owe
      obligations of confidentiality to other persons, even if the information
      relates to you and any transaction in which you are involved from time to
      time.

                      

                    
	 
      	 
      
	
                      
                        7.2

                      

                    	
                      
                        Subject
      to applicable regulatory rules and unless otherwise agreed between us in
      writing from time to time, you agree that, in the course of our providing
      you with corporate finance advice, our corporate finance business may deal
      with or use the services of other of our businesses and any profits or
      advantages this brings need not be accounted for to you. If we reasonably
      believe that the objectives of
      the Engagement will be better met by us delegating the performance of any
      of our obligations to others, then we may do so.

                      

                    
	 
      	 
      
	
                      
                        8.

                      

                    	
                      
                        OUR
      LIABILITY

                      

                    
	 
      	 
      
	
                      
                        8.1

                      

                    	
                      
                        We
      have agreed to provide services to you alone under this letter and we do
      not regard any person other than you (including any of your investors,
      lenders, shareholders, directors, officers, employees, agents or advisers)
      as our customer in relation to the services. Any such other person should
      seek his, her or its own advice. Only you may use and rely on our advice,
      and then only for the purpose for which it is initially given. If and to
      the extent that you receive, read or hear of advice which we may from time
      to time have given to anyone other than you, that does not constitute
      financial advice and you may not rely on it for any purpose whatsoever. In
      addition, please note that our advice to you is confidential information
      and is subject to the restrictions set out in paragraph 6
      above.

                      

                    
	 
      	 
      
	
                      
                        8.2

                      

                    	
                      
                        We
      will treat you as an intermediate customer as defined in the FSA Rules. As
      such, you will not be entitled to any of the protections provided by the
      FSA Rules to private customers and you acknowledge this
      accordingly.

                      

                    
	 
      	 
      
	
                      
                        8.3

                      

                    	
                      
                        No
      Indemnified Person is liable to you for any loss which you suffer or incur
      in connection with the performance of obligations, or the provision of
      services, by us or on our behalf under or in relation to this letter or
      otherwise unless and to the extent that it is finally determined that you
      have suffered or incurred the loss because of the fraud, negligence or
      wilful default (which, for the avoidance of doubt will include having
      disregard of matters of which we have actual knowledge) of an Indemnified
      Person or our having committed a breach of any of our obligations under
      this letter or of any of our obligations under FSMA or the FSA Rules or
      any other rules or regulations to which such Indemnified Person may be
      subject. Where any loss is suffered by you for which an Indemnified Person
      and any other person are jointly and severally liable to you, the loss
      recoverable by you from the Indemnified Person shall be limited so as to
      be in proportion to the Indemnified Person’s relative contribution to the
      overall fault of the Indemnified Person, you and any other person in
      respect of the loss in question.

                      

                    
	 
      	 
      
	
                      
                        8.4

                      

                    	
                      
                        If
      at any time you agree or have agreed that any of your other advisers may
      limit his, her or its liability to you, you will inform us of this
      arrangement as soon as reasonably practicable, and no Indemnified Person
      shall be liable to you for more than he, she or it would have been liable
      if such other adviser(s) had not limited his, her, its or their liability.
      Accordingly, no Indemnified Person is liable to you for more than the net
      amount for which the Indemnified Person would have been liable after
      deducting the amount for which any other adviser(s) would have been liable
      in contribution proceedings if the other adviser(s) had not limited his,
      her, its or their liability. For the avoidance of doubt, you agree that,
      if you allege that an Indemnified Person is liable to you and the
      Indemnified Person believes that another person should be liable to you
      also and/or instead, nothing in this letter limits the right of the
      Indemnified Person to claim that the other person is liable to you and/or
      to the Indemnified Person (including on account of a right of
      contribution).

                      

                    
	 
      	 
      
	
                      
                        8.5

                      

                    	
                      
                        If
      and to the extent that we fail to perform or delay performing our
      obligations under or in connection with this letter as a result of any
      act, event or circumstance which is not reasonably within our control
      (including strikes, bad weather and breakdown or malfunction of
      telecommunications or computer services), then no Indemnified Person is
      responsible to you for any loss which you may suffer or incur as a result
      of such failure or delay.

                      

                    


               

               

              
                
                  
                  

                

                
                  8

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        9.

                      

                    	
                      
                        INDEMNITY

                      

                    
	 
      	 
      
	
                      
                        9.1

                      

                    	
                      
                        You
      agree to indemnify and hold harmless (and keep indemnified and held
      harmless) each Indemnified Person on demand against each loss which the
      Indemnified Person suffers or incurs because of or in relation
      to:

                      

                    
	 
      	 
      
	
                      
                        9.1.1

                      

                    	
                      
                        the
      due performance of obligations, or the provision of services, by us or on
      our behalf under or in relation to this letter, the Engagement or
      otherwise;

                      

                    
	 
      	 
      
	
                      
                        9.1.2

                      

                    	
                      
                        a
      breach by you of a provision of this letter;

                      

                    
	 
      	 
      
	
                      
                        9.1.3

                      

                    	
                      
                        investigating,
      defending or settling an actual or potential claim for which you may be
      liable under this paragraph 9.1.

                      

                    
	 
      	 
      
	
                      
                        9.2

                      

                    	
                      
                        You
      are not liable under paragraph 9.1 if and to the extent that an
      Indemnified Person is finally determined to have suffered or incurred a
      particular loss because:

                      

                    
	 
      	 
      
	
                      
                        9.2.1

                      

                    	
                      
                        of
      fraud, negligence or wilful default (which, for the avoidance of doubt
      will include having disregard of matters of which we have actual
      knowledge) of an Indemnified Person or our having committed a breach of
      any of our obligations under this letter or of any of our obligations
      under FSMA or the FSA Rules;

                      

                    
	 
      	 
      
	
                      
                        9.2.2

                      

                    	
                      
                        we
      subscribe or buy shares (pursuant to an express written agreement which we
      enter into and which obliges or entitles us to subscribe for or to buy
      shares) unless and to the extent that an Indemnified Person suffers or
      incurs the loss because of or in connection with a breach by you of a
      provision of this letter or any such other
  agreement.

                      

                    
	 
      	 
      
	
                      
                        9.3

                      

                    	
                      
                        If
      either you or we become aware of any third party claim or potential claim
      against you or us or of any matter that might give rise to such a claim
      (“third party claim”) and that might lead to a claim against an
      Indemnified Person, you or (as appropriate) we
  shall:

                      

                    
	 
      	 
      
	
                      
                        9.3.1

                      

                    	
                      
                        give
      written notice to the other of the third party claim as soon as is
      reasonably practicable;

                      

                    
	 
      	 
      
	
                      
                        9.3.2

                      

                    	
                      
                        not,
      and shall procure that no member of your Group or (as appropriate) no
      Indemnified Person shall, without the other’s prior written consent, which
      will not be unreasonably withheld or delayed, settle or compromise or in
      any way admit liability for, that third party
  claim.

                      

                    
	 
      	 
      
	
                      
                        9.4

                      

                    	
                      
                        In
      relation to paragraphs 7.2, 8.3, 8.4 and 8.5 above, and this paragraph 9,
      we act for ourselves and as trustee for each other Indemnified Person (and
      we declare ourselves to be a trustee accordingly). Each other Indemnified
      Person may also enforce its rights against you under paragraphs 8.2, 9.3,
      9.4 and 9.5 above, and this paragraph 9 pursuant to the Contracts (Rights
      of Third Parties) Act 1999, subject to paragraph 11.10 below,
      notwithstanding that such Indemnified Person is not a party to this
      letter.

                      

                    
	 
      	 
      
	
                      
                        10.

                      

                    	
                      
                        NOTICES
      AND COMMUNICATIONS

                      

                    
	 
      	 
      
	
                      
                        10.1

                      

                    	
                      
                        A
      notice under or in connection with this letter must be in writing, in
      English, and must be delivered personally or sent by first class post (or
      air courier if overseas) or by fax to the party due to receive the notice
      or communication at its address set out in this letter (or, if to us, to
      our fax number set out in this letter) or at another address or to a fax
      number (in our case, to another fax number) specified by that party by
      written notice to the other. In the absence of evidence of earlier
      receipt, a notice is deemed given: if delivered personally, when left at
      such an address; or if sent by first class post, two days after posting
      it; or if sent by air courier, three days after posting it; or if sent by
      fax, on receipt by the sender of a sender’s confirmation of
      transmission.

                      

                    
	 
      	 
      
	
                      
                        10.2

                      

                    	
                      
                        You
      agree that, in the course of advising you day to day, we may communicate
      with you and other persons involved in any transaction with you by any
      means, including in meetings, over the telephone and by electronic mail
      (unless, until and to the extent that you notify us in writing that we
      must not communicate by a specified means). You acknowledge and accept
      that oral communications may be recorded and that postal, courier,
      telephone, fax or electronic communications may not be secure and may be
      subject to unauthorised interception, delay or data corruption.
      Accordingly, we do not accept any liability whatsoever in relation to the
      use or attempted use of these or any other means of communication and you
      agree not to make (and you waive) any such claim accordingly. Any
      recordings of oral communications that we make will belong to us and will
      constitute confidential information to be protected in accordance with
      paragraph 6 above. You agree that recordings may be used in helping to
      settle or determine any disputes that arise as to what has and has not
      been said.

                      

                    


               

               

              
                
                  
                  

                

                
                  9

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        11.

                      

                    	
                      
                        GENERAL

                      

                    
	 
      	 
      
	
                      
                        11.1

                      

                    	
                      
                        Nothing
      in this letter or any document executed under or in connection with it
      creates a partnership between us or makes you our agent for any purpose,
      and you do not have authority or power to bind, contract with or to incur
      or create a liability or obligation for us for any
      purpose.

                      

                    
	 
      	 
      
	
                      
                        11.2

                      

                    	
                      
                        This
      letter is of no effect if we have not signed it. This letter may be
      executed in any number of counterparts, each of which when executed and
      delivered is an original, but all the counterparts together constitute the
      same document.

                      

                    
	 
      	 
      
	
                      
                        11.3

                      

                    	
                      
                        The
      terms of this letter may only be varied in writing signed by or on behalf
      of each of the parties. However, you agree that we may vary the terms and
      conditions of this letter in certain respects by giving you notice of the
      changes and the changes will become effective ten business days after
      service of the notice in accordance with the notice provisions in this
      letter. The changes that we may make without your further consent are
      changes that we, acting in good faith, consider necessary in light of
      changes in applicable laws, regulations and market practice. If you do not
      like the changes, you may, of course, exercise your right to terminate the
      agreement between us pursuant to this letter in accordance with the
      termination provisions in this letter, but we suggest that you do not do
      that without first discussing with us any changes which concern you to see
      if we can address your concerns.

                      

                    
	 
      	 
      
	
                      
                        11.4

                      

                    	
                      
                        You
      agree to do and execute, or arrange for the doing and executing of each
      necessary act, document and thing reasonably within your power to
      implement this letter. Your having engaged us pursuant to this letter
      confers on us all powers, discretions and authorities necessary or
      desirable in connection with the performance of our obligations under or
      in connection with this letter or the Engagement.

                      

                    
	 
      	 
      
	
                      
                        11.5

                      

                    	
                      
                        If
      you or we fail to exercise or delay in exercising a right or remedy
      provided by this letter or by law that does not constitute a waiver of the
      right or remedy or a waiver of other rights of remedies. No single or
      partial exercise of a right or remedy provided by this letter or by law
      prevents further exercise of the right or remedy or the exercise of
      another right or remedy. Our and your rights and remedies under this
      letter are in addition to, and do not operate to restrict, the rights and
      remedies available to you or us under English law and are not affected by
      completion of anything referred to in this letter. If any provision of
      this letter is illegal or unenforceable, this does not affect the
      enforceability of any other provision of this
  letter.

                      

                    
	 
      	 
      
	
                      
                        11.6

                      

                    	
                      
                        This
      letter constitutes the entire and only agreement and understanding between
      you and us in relation to our appointment as Broker to the Company, and
      supersedes any previous agreement or understanding between you and us
      relating to the subject matter of this letter. You and we each agree that
      in entering into this letter, neither of us relies on, and neither of us
      shall have any remedy in respect of, any statement, expression of opinion,
      representation, warranty or understanding (whether negligently or
      innocently made) of any person, other than as expressly set out in this
      letter.

                      

                    
	 
      	 
      
	
                      
                        11.7

                      

                    	
                      
                        Nothing
      in this letter shall operate to limit or exclude any liability for
      fraud.

                      

                    
	 
      	 
      
	
                      
                        11.8

                      

                    	
                      
                        You
      warrant and represent to us (with the intention of inducing us to act for
      you) that you have all necessary power and authority to execute and
      deliver, and to perform all your obligations and exercise all your rights
      under, this letter and all documents to be executed by you under or in
      connection with this letter, and that such execution, delivery,
      performance of obligations and exercise of rights have been (and at all
      times will be) duly authorised by all necessary corporate action and that
      this letter has (and all documents to be executed by you under or in
      connection with this letter have) been (and at all times will be) duly
      executed by person(s) duly authorised on your behalf and constitute(s)
      (and at all times will constitute) your valid and binding obligations. In
      addition, we will be entitled to assume that all instructions (whether
      given orally or in writing or by e-mail) from anyone who is (or whom we
      reasonably believe to be) one of your directors or officers (including
      your company secretary) or any of your professional advisers who have
      intimated that they are so authorised or who is otherwise authorised by
      you for this purpose, are duly authorised (unless and until you notify us
      in writing that instructions should only be treated as duly authorised if
      from certain specified persons and/or should be disregarded if from
      certain specified persons).

                      

                    


               

               

              
                
                  
                  

                

                
                  10

                  
                    

                  

                

                
                  
                  

                

              

               

               

              	
                      
                        11.9

                      

                    	
                      
                        This
      letter is governed by English law. In connection with all proceedings and
      disputes arising out of or in relation to this letter, you agree that we
      shall both submit to the exclusive jurisdiction of the English courts and
      we each waive any claim that the English court’s are an inconvenient or
      inappropriate forum.

                      

                    
	 
      	 
      
	
                      
                        11.10

                      

                    	
                      
                        Save
      to the extent that third party rights are conferred in this letter on a
      person by express reference to the Contracts (Rights of Third Parties) Act
      1999, a person who is not a party to this letter has no right to enforce
      any of its terms under that Act. Where by reason of that Act, a third
      party is entitled to enforce any term of this letter, all provisions of
      this letter which would assist that third party in connection with the
      enforcement of a right conferred upon him also apply to him. However, this
      letter may be varied or terminated as provided in this letter, without the
      consent of or notice to any person who may have a right under this letter
      to enforce any term of it pursuant to that Act.

                      

                    
	 
      	 
      
	
                      
                        11.11

                      

                    	
                      
                        In
      the event of a conflict between the provisions of this Schedule One and
      the terms of the letter to which it is Schedule One, the terms of that
      letter shall prevail.

                      

                    


            

             

          

        

      

    

    


    
      
        
           


        

        
          11

          
            

          

        

        
           


        

      

    

    


    
      SCHEDULE
TWO

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        	
                                                                                                                1

                                                                                                              	
                                                                                                                DEFINITIONS

                                                                                                              
	 	 
	
                                                                                                                1.1

                                                                                                              	
                                                                                                                In
      this letter, where applicable, the following definitions are
      used:

                                                                                                              
	 	 
	 
      	
                                                                                                                Admission

                                                                                                              	
                                                                                                                Admission
      of the Company’s shares to trading on AIM;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                AIM

                                                                                                              	
                                                                                                                The
      AIM Market of London Stock Exchange plc;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                AIM
      Rules

                                                                                                              	
                                                                                                                The
      AIM Rules of the AIM Market of London Stock Exchange
  plc;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Applicable
      Laws

                                                                                                              	
                                                                                                                In
      relation to a person, all applicable laws and regulations in each relevant
      jurisdiction (including the Companies Act 1985, FSMA, the Criminal Justice
      Act 1993 (especially Part V and relevant schedules concerning “insider
      dealing”), the AIM Rules, the Listing Rules, the London Stock Exchange’s
      “Admission and Disclosure Standards”, the City Code on Takeovers and
      Mergers) and the requirements of any recognised investment exchange or
      regulatory or governmental body to which the person is subject or
      submits;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Associate

                                                                                                              	
                                                                                                                In
      relation to SVS Securities plc, each of its parent undertakings and its
      and their respective subsidiary undertakings and any undertaking in which
      any of them has a participating interest (as those terms are defined in
      the Companies Act 1985) and “Associates” means all of those
      undertakings;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Board

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

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Company

                                                                                                              	
                                                                                                                Medgenics,
      Inc;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Designated
      Broker

                                                                                                              	
                                                                                                                A
      broker which has agreed to facilitate the execution of trades on behalf of
      clients introduced to it by SVS in accordance with the Rules of the London
      Stock Exchange, subject to the completion of client
      documentation;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                finally
      determined

                                                                                                              	
                                                                                                                Determined
      by a court or body which has jurisdiction and from which there is no right
      of appeal or there is a right of appeal but the right has expired or 3
      months has elapsed from the date of judgement (whichever is the earlier),
      or as agreed between you and us in writing;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                FSA

                                                                                                              	
                                                                                                                The
      Financial Services Authority of the United Kingdom (or any successor
      regulatory body);

                                                                                                              
	 	 	 
	 
      	
                                                                                                                FSA
      Rules

                                                                                                              	
                                                                                                                The
      rules and regulations made by the FSA under FSMA;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                FSMA

                                                                                                              	
                                                                                                                The
      Financial Services and Markets Act 2000;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Group

                                                                                                              	
                                                                                                                The
      Company and each of its parent undertakings and its and their respective
      subsidiary undertakings and any undertaking in which any of them has a
      participating interest (as those terms are defined in the Companies Act
      1985);

                                                                                                              
	 	 	 
	 
      	
                                                                                                                include,
      includes and including

                                                                                                              	
                                                                                                                Must
      be construed as if they were immediately followed by the words “without
      limitation”;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Indemnified
      Person

                                                                                                              	
                                                                                                                Us
      and each of our Associates, and each of our and our Associates’ respective
      directors, officers, employees and agents;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Listing
      Rules

                                                                                                              	
                                                                                                                The
      Listing Rules of me FSA;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                loss

                                                                                                              	
                                                                                                                Includes
      all claims, demands, actions, proceedings, losses, liabilities, damages,
      costs and expenses;

                                                                                                              
	 	 	 
	 
      	
                                                                                                                Reliable
      Information

                                                                                                              	
                                                                                                                Information
      that is up to date, true and accurate in all material respects, is not
      misleading, and from which there is no material omission, and, if the
      information comprises any forecast or statement of opinion, expectation or
      belief, it is fairly based on reasonable assumptions and honestly and
      reasonably held or
made;

                                                                                                              


                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

        

           

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    	 
      	
                                                                                                                                                                            person

                                                                                                                                                                          	
                                                                                                                                                                            Includes
      natural persons, firms, partnerships, companies, corporations, bodies
      corporate, associations, organisations, governments, states, governmental
      or state agencies, foundations and trusts (in each case whether or not
      having separate legal personality and irrespective of the jurisdiction in
      or under the law of which it was incorporated or
  exists);

                                                                                                                                                                          
	 	 	 
	 
      	
                                                                                                                                                                            SVS

                                                                                                                                                                          	
                                                                                                                                                                            SVS
      Securities plc;

                                                                                                                                                                          
	 	 	 
	 
      	
                                                                                                                                                                            Takeover
      Code

                                                                                                                                                                          	
                                                                                                                                                                            The
      City Code on Takeovers and Mergers;

                                                                                                                                                                          
	 	 	 
	 
      	
                                                                                                                                                                            Transaction

                                                                                                                                                                          	
                                                                                                                                                                            The
      proposed placing by the Company and admission to trading on
      AIM;

                                                                                                                                                                          
	 	 	 
	 
      	
                                                                                                                                                                            we

                                                                                                                                                                          	
                                                                                                                                                                            SVS
      Securities plc and “our” and “us” must be construed
      accordingly;

                                                                                                                                                                          
	 	 	 
	 
      	
                                                                                                                                                                            you

                                                                                                                                                                          	
                                                                                                                                                                            Medgenics,
      Inc. and “your” must be construed
accordingly.

                                                                                                                                                                          


                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        	
                                
                                  1.2

                                

                              	
                                
                                  Headings
      do not affect the interpretation of this letter.

                                

                              
	 
      	 
      
	
                                
                                  1.3

                                

                              	
                                
                                  In
      this letter, unless otherwise stated, a reference
  to:

                                

                              
	 
      	 
      	 
      
	 
      	
                                
                                  1.3.1

                                

                              	
                                
                                  a
      paragraph is to the relevant paragraph of this
    document;

                                

                              
	 
      	 
      	 
      
	 
      	
                                
                                  1.3.2

                                

                              	
                                
                                  any
      appointment or agreement made or instruction or undertaking given by you
      is to be construed as if made or given irrevocably and
      unconditionally;

                                

                              
	 
      	 
      	 
      
	 
      	
                                
                                  1.3.3

                                

                              	
                                
                                  any
      power, authority or discretion conferred on or to be exercised by us is to
      be construed as being absolute and unfettered;

                                

                              
	 
      	 
      	 
      
	 
      	
                                
                                  1.3.4

                                

                              	
                                
                                  a
      document is a reference to the document as from time to time supplemented
      or varied; and

                                

                              
	 
      	 
      	 
      
	 
      	
                                
                                  1.3.5

                                

                              	
                                
                                  a
      statutory provision includes a reference to the statutory provision as
      modified or re-enacted or both from time to time after the date of this
      letter, and any subordinate legislation made under the statutory provision
      after the date of this letter except to the extent that such change would
      otherwise create or increase any liability or burden for any
      party.

                                

                              


                      

                    

                  

                

              

              
 

            

          

        

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        APPENDIX
ONE

      

    

    
       

      INFORMATION
REQUIRED


    

    
       

      A copy,
certified by a director or the company secretary of the Company as a true copy,
of a resolution of the Board approving the terms of the attached engagement
letter and authorising it to be signed and delivered on behalf of the Company to
SVS Securities plc.


    

    
       

      Restated
Certificate of Incorporation and By-laws of the Company


    

    
       

      Copies of
the last three Annual Reports and Accounts of the Company, where
applicable


    

    
       

      Copies of
any independent research written on the Company or any other member of the Group
in the past 2 years, where applicable

    

    
       

      Copies of
any significant press coverage relating to the Company or any other member of
the Group in the past 2 years, if available


    

    
       

      An
analysed list of holders of all classes of shares and securities in the Company
(and holders of options or warrants to subscribe) showing the names of
beneficial holders holding in excess of 1 per cent of the issued and to be
issued capital and details of all directors’ (and connected persons)
shareholdings


    

    
       

      Details
of any significant outstanding or potential litigation affecting any member of
the Group

       

    

    
      Circulars
to shareholders issued by the Company in the past 3 years, where
applicable

       

    

    
      A
selection of product brochures issued by members of the Group, where
available

    

    
       

    

    


    
      
        
           


        

        
          14