EXHIBIT
10.9

     

     

    FIRST
AMENDMENT TO THE

    AMENDED
AND RESTATED

    PERSONAL
EMPLOYMENT AGREEMENT

    


    


     

    THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED PERSONAL
EMPLOYMENT AGREEMENT (this “Amendment”) is entered into
this 1st day of
June, 2008, by and between Medgenics, Inc., a Delaware corporation (“Medgenics”), its wholly-owned
subsidiary, Medgenics Medical Israel, Ltd., a company organized under the laws
of the State of Israel (the “Company”), and Andrew L.
Pearlman (the “Employee”).

     

    WITNESSETH:

     

    WHEREAS, the parties entered
into that certain Amended and Restated Personal Employment Agreement, effective
as of June 1, 2007 (the “Employment Agreement”);
and

    


    WHEREAS, the parties desire to
amend certain provisions of the Agreement;

     

    NOW, THEREFORE, for good and
valuable consideration, the sufficiency of which is agreed and acknowledged by
the parties hereto, it is hereby agreed as follows:

     

    1.           Section
7.1 of the Employment Agreement is amended by deleting the words “US$ 210,000
per annum ($17,500 per month)” and replacing such words with “US$ 250,000 per
annum ($20,833 per month).”

     

    2.           Section
9.6 of the Employment Agreement is amended by adding the following sentence to
the end of such Section 9.6:

     

    “For
calendar year 2008, effective commencing January 1, 2008, and each subsequent
calendar year during the term of this Agreement, a bonus package of $125,000
shall be available to Employee upon the achievement of individual goals and
corporate milestones to be agreed between the Employee and the Board (or the
applicable committee thereof) for such calendar year.

     

    3.           All
references in the Employment Agreement shall be deemed to refer to the
Employment Agreement, as amended and modified by this Amendment.

     

    4.           In
the event of any conflict, inconsistency, or incongruity between the provisions
of this Amendment and any of the provisions of the Employment Agreement, the
provisions of this Amendment shall govern and control.

     

    5.           Except
as otherwise expressly amended hereby, the Employment Agreement shall be and
remain in full force and effect according to its terms.

     

    6.           This
Amendment may be executed in any number of counterparts, all of which, when
taken together, shall constitute one and the same instrument.

     

    signature
page follows

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    IN WITNESS WHEREOF, this
Amendment has been executed as of the date first above written.

     

     

    
      
        	
                MEDGENICS,
      INC.

              	
                /s/
      Andrew L. Pearlman

              
	 
      	
                ANDREW
      L. PEARLMAN

              


      

    

     

    Medgenics,
Inc.

     

    
      
        	
                By:

              	
                /s/
      Eugene Bauer

              	 
	
                Its:

              	
                Director

              	 


      

    

    


     

    MEDGENICS
MEDICAL ISRAEL, LTD.

     

     

    Medgenics Medical Israel,
Ltd.

     

    
      
        	
                By:

              	
                /s/
      Andrew L. Pearlman

              	 
	
                Its:

              	
                Chief
      Executive Officer