EXHIBIT 10.48

       

      STOCK
PURCHASE AGREEMENT

      


      THIS STOCK PURCHASE AGREEMENT
(this “Agreement”)
is made as of the 5th day of February, 2010 by and among
Medgenics, Inc. a Delaware corporation (the “Company”), and Windy
City, Inc., a Delaware corporation, Eugene Bauer and Andrew L. Pearlman
(individually, a
“Purchaser” and
collectively, the “Purchasers”).

      


      Recitals

      


      A.      
The Company and the Purchasers are executing and delivering this Agreement in
reliance upon the exemption from securities registration afforded by the
provisions of Regulation D (“Regulation D”), as promulgated by the U.S.
Securities and Exchange Commission (the “SEC”) under the
Securities Act of 1933, as amended (the “1933 Act”).

      


      B.   
    The Purchasers wish to purchase from the Company, and the
Company wishes to sell and issue to the Purchasers, upon the terms and
conditions stated in this Agreement, the number of unregistered shares (the
“Shares”) of the Company’s Common
Stock, par value $0.0001 per share (together with any securities into which such
shares may be reclassified the “Common Stock”), set opposite such Purchaser’s name
on the signature page hereto.

      


      In
consideration of the mutual promises made herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

      1.      
Purchase and Sale of Shares.
On the terms and subject to the conditions hereinafter set forth, each of
the Purchasers, severally and not jointly, agrees to purchase from the Company,
and the Company agrees to sell to the Purchasers, the Shares at a purchase price
per Share (the “Purchase
Price”) at the
Closing (as defined below) equal to 6.5 pence. At the option of each Purchaser,
payment of the Purchase Price may be made in U.S. dollars, based on the exchange
rate applicable to the business day prior to the Closing.

       

      2.      
Payment;
Closing.

      


      2.1      
Payment. On the Closing Date each Purchaser shall pay
the Purchase Price for the Shares to be issued and sold to him or it at the
Closing. The Purchase Price shall be paid by wire transfer of immediately
available funds in accordance with the Company’s written instructions. At the
Closing, upon payment of the Purchase Price therefor by the applicable
Purchaser, the Company will deliver irrevocable written instructions (“Transfer Instructions”) to the transfer agent for
the Company’s Common Stock to issue certificates representing the Shares
registered in the name of such Purchaser and to deliver such certificates to or
at the direction of such Purchaser. The Company shall not have the power to
revoke or amend the Transfer Instructions without the written consent of such
Purchaser.


      
        
           


        

        
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      2.2      
Closing
Date. Subject to the satisfaction (or
written waiver) of the conditions set forth in Sections 5 and 6 below, the
closing of the transactions contemplated by this Agreement shall be held on the
same date as the consummation of the Company’s placing of shares of Common Stock
being conducted through SVS Securities plc on the AIM Market in the U.K., or
such other time as may be mutually agreed upon by the parties to this Agreement
(the “Closing
Date”), at the offices of Barack Ferrazzano
Kirschbaum & Nagelberg LLP, 200 W. Madison Street, Suite 3900, Chicago,
Illinois 60606 or at such other location or by such other method (including
exchange of signed documents) as may be mutually agreed upon by the parties to
this Agreement (“Closing”).

      


      3.        Representations and Warranties of
Purchasers.  Each Purchaser, severally and not jointly, represents and
warrants to the Company
that:

       

      3.1      
Organization and
Qualification. If such Purchaser is
an entity, such Purchaser represents and warrants that it is a corporation duly
organized, validly existing and in good standing under the laws of the state of
its incorporation, with full power and authority to purchase the
Shares.

      


      3.2      
Authorization;
Enforcement. If such Purchaser is an
entity, such Purchaser represents and warrants that this Agreement and the
consummation of the transactions contemplated hereby have been duly and validly
authorized by, and duly executed and delivered on behalf of, such Purchaser.
Each of the Purchasers represents and warrants that this Agreement constitutes
the valid and binding agreement of such Purchaser enforceable in accordance with
its terms, except as such enforceability may be limited by: (i) applicable
bankruptcy, insolvency, reorganization, moratorium or
other similar laws in effect that limit creditors’ rights
generally; (ii) equitable limitations on the availability of specific remedies;
and (iii) principles of equity.

      


      3.3       Securities
Matters. In connection with the
Company’s compliance with applicable securities laws:

      


       a.      
None of the Shares are registered under the 1933 Act or any state securities
laws. Such Purchaser understands that the Shares are being offered and sold to
him or it in reliance upon specific exemptions from the registration
requirements of United States and state
securities laws and that the Company is relying upon the truth and accuracy of,
and such Purchaser’s compliance with, the representations, warranties,
agreements, acknowledgments and understandings of such Purchaser set forth
herein in order to
determine the availability of
such exemption and the eligibility of Such Purchaser to acquire the
Shares.


      
        
           


        

        
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       b.      
Such Purchaser has no agreement or arrangement, formal or informal, with any
person to sell or transfer all or any part of the Shares, and such Purchaser has
no plans to enter into any such agreement or arrangement. Such Purchaser is purchasing the Shares for its
own account, not as a
nominee or agent, for investment purposes and not with
a present view towards resale, except pursuant to sales exempted from
registration under the 1933 Act, or registered under the 1933 Act. There can be
no assurance that there will be any market for resale of the Shares, nor can
there be any assurance that such securities will be freely transferable at any
time in the foreseeable future.

       

       c.      
Such Purchaser is an “accredited Purchaser” as that term is defined in Rule
501(a) of Regulation D under the 1933 Act, and has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and
risks of an investment in the Shares. Such Purchaser understands that his or its
investment in the Shares involves a significant
degree of risk. Such Purchaser understands that no United States federal or
state agency or any other government or governmental agency has passed upon or
made any recommendation or endorsement
of the Shares.

       

      3.4      
Information. Such Purchaser has conducted its own due
diligence examination of the Company’s business, financial condition, results of
operations, and prospects. In connection with such investigation, such Purchaser
and his or its representatives (i) have reviewed the Company’s regulatory and
other filings made by the Company with AIM or posted on the Company’s website
pursuant to the AIM Rules for Companies, governing admission to and the
operation of AIM, as published by the London Stock Exchange plc, including,
without limitation, the Company’s Admission Document, and (ii) have been given
an opportunity to ask questions, to the extent such Purchaser considered
necessary, and have received answers from, officers of the Company concerning
the business, finances and operations of the Company and information relating to
the offer and sale of the Shares. In evaluating the suitability of an investment
in the Company, such Purchaser has not relied upon any representation or
information (oral or written) other than as stated in this
Agreement.

       

      3.5      
Restrictions on
Transfer. Such Purchaser understands
that the issuance of the Shares has not been and is not being registered under
the 1933 Act or any applicable state securities laws. Such Purchaser may be
required to hold the Shares indefinitely and the Shares may not be transferred
unless (i) the Shares are sold pursuant to an effective registration statement
under the 1933 Act, or (ii) the Purchaser shall have delivered to the Company an
opinion of counsel to the effect that the Shares to be sold or transferred may
be sold or transferred pursuant to an exemption from such registration, which
opinion shall be reasonably acceptable to the Company. Such Purchaser
understands that until such time as the resale of the Shares has been registered
under the 1933 Act or otherwise may be sold pursuant to an exemption from
registration, certificates evidencing the Shares may bear a restrictive legend
in substantially the following form (and a stop­transfer order may be placed
against transfer of the certificates evidencing such Shares):

       

      “THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
STATE AND HAVE BEEN ISSUED IN RELIANCE UPON EXEMPTIONS AFFORDED UNDER APPLICABLE
LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD,
HYPOTHECATED, TRANSFERRED OR OTHERWISE ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR AN APPLICABLE EXEMPTION (AS TO WHICH THE ISSUER SHALL BE
REASONABLY SATISFIED, INCLUDING RECEIPT OF AN ACCEPTABLE LEGAL OPINION) FROM THE
REGISTRATION REQUIREMENTS OF SUCH LAWS.”


      
        
           


        

        
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      3.6      
No General
Solicitation. Such Purchaser is
unaware of, is in no way relying on, and did not become aware of the offering of
the Shares through or as a result of, any form of general solicitation or
general advertising including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, in connection with the
offering and sale of the Shares and is not subscribing for the Shares and did
not become aware of the offering of the Shares through or as a result of any
seminar or meeting to which such Purchaser was invited by, or any solicitation
of a subscription by, a person not previously known to such Purchaser in
connection with investments in securities generally.

      


      3.7
      Commission. Such Purchaser has taken no action that would
give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Agreement or the transactions contemplated
hereby.

      


      3.8      
Additional
Information. Within five (5) days
after receipt of a request from the Company, such Purchaser will provide such
information and deliver such documents as may reasonably be necessary to comply
with any and all laws and ordinances to which the Company is
subject.

      


      3.9      
OFAC
Representation.

      


       a.      
Such Purchaser represents that the amounts invested by it in the Shares were not
and are not directly or indirectly derived from activities that contravene
federal, state or international laws and regulations, including anti-money
laundering laws and regulations. Federal regulations and Executive Orders
administered by the Officer of Foreign Assets Control (“OFAC”)
prohibit, among other things, the engagement in transactions with,
and the provision of services to, certain foreign countries, territories,
entities and individuals. The lists of OFAC prohibited countries, territories,
persons and entities can be found on the OFAC website at <http://www.treas.gov/ofac>. In addition, the
programs administered by OFAC (the “OFAC Programs”) prohibit dealing with
individuals or entities in certain countries regardless of whether such
individuals or entities appear on the OFAC lists.

      


       b.      
To the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any
person controlling or controlled by such Purchaser; (3) if such Purchaser is a
privately-held entity, any person having a beneficial interest in such
Purchaser; or (4) any person for whom such Purchaser is acting as agent or
nominee in connection with this investment is a country, territory, individual
or entity named on an OFAC list, or a person or entity prohibited under the OFAC
Programs. Such Purchaser agrees to promptly notify the Company should such
Purchaser become aware of any change in the information set forth in these
representations. Such Purchaser understands and acknowledges that, by law, the
Company may be obligated to “freeze the account” of such Purchaser, either by
prohibiting additional subscriptions from such Purchaser, declining any
redemption requests and/or segregating the assets in the account in compliance
with governmental regulations. Such Purchaser further acknowledges that the
Company may, by written notice to such Purchaser, suspend the redemption rights,
if any, of such Purchaser if the Company reasonably deems it necessary to do so
to comply with anti-money laundering regulations applicable to the Company or
any of the Company’s other service providers. These individuals include
specially designated nationals, specially designated narcotics traffickers and
other parties subject to OFAC sanctions and embargo programs.


      
        
           


        

        
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       c.      
To the best of such Purchaser’s knowledge, none of: (1) such Purchaser; (2) any
person controlling or controlled by such Purchaser; (3) if such Purchaser is a
privately-held entity, any person having a beneficial interest in such
Purchaser; or (4) any person for whom such Purchaser is acting as agent or
nominee in connection with this investment is a senior official in the
executive, legislative, administrative, military or judicial branches of a
foreign government (whether elected or not), a senior official of a major
foreign political party, or a senior executive of a foreign government-owned
corporation, or any corporation, business or other entity that has been formed
by, or for the benefit of, a senior foreign political figure, or any immediate
family member or close associate of a senior foreign political figure. Such
Purchaser is not affiliated with a non-U.S. banking institution (a “Foreign Bank”), and does not receive deposits from,
make payments on behalf of, or handle other financial transactions related to a
Foreign Bank.

      


      4.       Representations and Warranties of the
Company.  The Company represents and warrants to such Purchaser
that:

      


      4.1      
Organization, Good
Standing and Qualification. Each of
the Company and Medgenics Medical (Israel) Limited (the “Subsidiary”)
is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation and has all
requisite corporate power and authority to carry on its business as now
conducted and to own its properties. Each of the Company and the Subsidiary is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or
leasing of property makes such qualification or leasing necessary unless the
failure to so qualify has not had and could not reasonably be expected to have a
material adverse effect on (i) the assets, liabilities, results of operations,
condition (financial or otherwise), business, or prospects of the Company and
the Subsidiary taken as a whole, or (ii) the ability of the Company to perform
its obligations under this Agreement (a “Material Adverse Effect”). The Company has no
subsidiaries other than the Subsidiary.

      


      4.2      
Authorization. The Company has full power and authority and
has taken all requisite action on the part of the Company, its officers,
directors and stockholders necessary for (i) the authorization, execution and
delivery of this Agreement, (ii) the authorization of the performance of all
obligations of the Company hereunder, and (iii) the authorization, issuance (or
reservation for issuance) and delivery of the Shares. This Agreement constitutes
the legal, valid and binding obligation of the Company, enforceable against the
Company in accordance with their terms, subject to (i) bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability, relating to or affecting creditors’ rights generally; (ii)
equitable limitations on the availability of specific remedies; (iii) principles
of equity (regardless of whether such enforcement is considered in a proceeding
in law or in equity); and (iv) to the extent rights to indemnification and
contribution may be limited by federal securities laws or the public policy
underlying such laws.


      
        
           


        

        
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      4.3      
Valid
Issuance. The Shares have been duly
and validly authorized and, when issued pursuant to the terms of this Agreement,
will be validly issued, fully paid and non-assessable, free and clear of all
encumbrances and restrictions, except for restrictions on transfer set forth
herein or imposed by applicable securities laws and except for those created by
the applicable Purchaser.

      


      4.4      
Consents. The execution, delivery and performance by the
Company of this Agreement and the offer, issuance and sale of the Shares require
no consent of, action by or in respect of, or filing with, any person,
governmental body, agency, or official other than filings that have been made
pursuant to applicable state securities laws and post-sale filings pursuant to
applicable state and federal securities laws which the Company undertakes to
file within the applicable time periods.

      


      4.5      
Delivery of AIM
Filings; Compliance with AIM Rules.
The Company has made available to the Purchasers, true and complete copies of
the Company’s most recent public filings required to be made by the Company
pursuant to the AIM Rules. For so long as the Common Stock has been admitted to
trading on the AIM Market operated by London Stock Exchange plc (“AIM”), the
Company has complied in all material respects with all relevant laws and
resolutions including (i) the Companies Act 1985 (as amended) and the Companies
Act 2006, (ii) the AIM Rules, (iii) the Financial Services and Markets Act 2000,
(iv) the Code of Market Conduct published by the Financial Services Authority,
(v) the Criminal Justice Act 1993 and (vi) any other obligations imposed from
time to time by the London Stock Exchange on companies whose securities have
been admitted to trading on AIM.

      


      5.      
Conditions to the Company’s Obligations. The obligation of the Company
hereunder to issue and sell the Shares to each Purchasers at the Closing is
subject to the satisfaction, at or before the Closing Date, of each of the
following conditions thereto, provided that these conditions are for the
Company’s sole benefit and may be waived by the Company at any time in
its sole discretion:

      


      5.1       Delivery of
Agreement. Such Purchaser shall have
executed and delivered this Agreement to the Company.

      


      5.2       Payment of Purchase
Price. Such Purchaser shall have
delivered the Purchase Price in accordance with Section 2.1 above.

      


      5.3      
Representations and
Warranties. The representations and warranties of such Purchaser shall be
true and correct in all material respects, and such Purchaser shall have
performed, satisfied and complied in all material respects with the covenants,
agreements and conditions required by this Agreement to be performed, satisfied
or complied with by such Purchaser at or prior to the Closing Date.

      


      5.4      
Litigation. No litigation, statute, rule, regulation,
executive order, decree, ruling or injunction (an “Action”) shall have been enacted,
entered, promulgated or endorsed by or in any court or governmental authority of
competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.


      
        
           


        

        
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      6.      
Conditions to each Purchaser’s Obligations. The obligation of each
Purchaser hereunder to purchase the Shares at the Closing is subject to the
satisfaction, at or before the Closing Date, of each of the following
conditions, provided that these conditions are for such Purchaser’s sole benefit
and may be waived by such Purchaser at any time in his or its sole
discretion:

      


      6.1      
Delivery of Agreement;
Issuance of Shares. The Company
shall have executed and delivered this Agreement to such Purchaser, and shall
deliver the Transfer Instructions to the transfer agent for the Company’s Common
Stock to issue certificates in the name of such Purchaser representing the
Shares being purchased by such Purchaser. The Company shall deliver a copy of
the Transfer Instructions to such Purchaser at the Closing.

      


      6.2      
Representations and
Warranties. The representations and
warranties of the Company shall be true and correct in all material respects
(provided, however, that such qualification shall only apply to representations
or warranties not otherwise qualified by materiality) as of the date when made
and as of the Closing Date as though made at such time (except for
representations and warranties that speak as of a specific date) and the Company
shall have performed, satisfied and complied in all material respects with the
covenants, agreements and conditions required by this Agreement to be performed,
satisfied or complied with by the Company at or prior to the Closing
Date.

      


      6.3      
Consents. Any consents or approvals required to be
secured by the Company for the consummation of the transactions contemplated by
this Agreement shall have been obtained and shall be reasonably satisfactory to
such Purchaser.

      


      6.4      
Litigation. No Action shall have been enacted, entered,
promulgated or endorsed by or in any court or govermnental authority of
competent jurisdiction or any self-regulatory organization having authority over
the matters contemplated hereby which prohibits the consummation of any of the
transactions contemplated by this Agreement.

      


      7.       Indemnification.

       

      7.1      
Indemnification by
Purchasers. Each Purchaser,
severally and not jointly, agrees to indemnify and hold harmless the Company and
its officers, directors, employees, agents, control persons and affiliates from
and against all losses, liabilities, claims, damages, costs, fees and expenses
whatsoever (including, but not limited to, any and all expenses incurred in
investigating, preparing or defending against any litigation commenced or
threatened) based upon or arising out of any actual or alleged false
acknowledgment, representation or warranty, or misrepresentation or omission to
state a material fact, or breach by such Purchaser of any covenant or agreement
made by such Purchaser herein or in any other document delivered in connection
with this Agreement.


      
        
           


        

        
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      7.2      
Indemnification by the
Company. The Company agrees to
indemnify the Purchasers and their affiliates and hold the Purchasers and their
affiliates harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind (including, without limitation, the reasonable
fees and disbursements of the Purchasers’ counsel in connection with any
investigative, administrative or judicial proceeding), which may be incurred by
the Purchasers or such affiliates as a result of any claims made against the
Purchasers, or any of them, or such affiliates by any person that relate to or
arise out of (i) any breach by the Company of any of its representations,
warranties or covenants contained in this Agreement, or (ii) any litigation,
investigation or proceeding instituted by any person with respect to this
Agreement or the Shares (excluding, however, any such litigation, investigation
or proceeding which arises solely from the acts or omissions of any Purchaser or
its affiliates).

      


      7.3      
Notification. Any person entitled to indemnification by the
Company hereunder will (i) give prompt notice to the Company of any claim with
respect to which it seeks indemnification (but omission of such notice shall not
relieve the Company from liability hereunder except to the extent it is actually
prejudiced by such failure to give notice) and (ii) unless in such indemnified
party’s reasonable judgment a conflict of interest may exist between such
indemnified party and the Company with respect to such claim, permit the Company
to assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is not assumed by the Company, the Company
will not be subject to any liability for any settlement made without its consent
(but such consent will not be unreasonably withheld). The Company will not
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of an unconditional release from all liability in
respect to such claim or litigation. If the Company elects not to or is not
entitled to assume the defense of a claim, it will not be obligated to pay the
fees and expenses of more than one counsel for all parties indemnified with
respect to such claim, unless an actual conflict of interest exists between such
indemnified party and any other of such indemnified parties with respect to such
claim, in which event the Company will be obligated to pay the reasonable fees
and expenses of such additional counsel or counsels.

      


      7.4      
Survival. Any covenant or agreement in this Agreement
required to be performed following the Closing Date, shall survive the Closing
Date. Without limitation of the foregoing, the respective representations and
warranties given by the parties hereto shall survive the Closing Date and the
consummation of the transactions contemplated herein, but only for a period of
the earlier of (i) twelve (12) months following the Closing Date and (ii) the
applicable statute of limitations with respect to each representation and
warranty, and thereafter shall expire and have no further force and effect
(including with respect to the indemnification obligations contained
herein).

      


      8.       Miscellaneous.

      


      8.1      
Successors and
Assigns. This Agreement may not be
assigned by a party hereto without the prior written consent of the Company or
the Purchasers. The provisions of this Agreement shall inure to the benefit of
and be binding upon the respective peimitted successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement.


      
        
           


        

        
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      8.2      
Counterparts;
Faxes. This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. This
Agreement may also be executed via facsimile or electronic transmission (e.g.
Pdf/email), which shall be deemed an original.

      


      8.3      
Titles and
Subtitles. The titles and subtitles
used in this Agreement are used for convenience only and are not to be
considered in construing or interpreting this Agreement.

      


      8.4      
Notices. Unless otherwise provided, any notice required
or permitted under this Agreement shall be given in writing and shall be deemed
effectively given as hereinafter described (i) if given by personal delivery,
then such notice shall be deemed given upon such delivery, (ii) if given by
telecopier, then such notice shall be deemed given upon receipt of confirmation
of complete transmittal, (iii) if given by mail, then such notice shall be
deemed given upon the earlier of (A) receipt of such notice by the recipient or
(B) three days after such notice is deposited in first class mail, postage
prepaid, and (iv) if given by an internationally recognized overnight air
courier, then such notice shall be deemed given one business day after delivery
to such carrier. All notices shall be addressed to the party to be notified at
the address as follows, or at such other address as such party may designate by
ten days’ advance written notice to the other party:

      


       If
to the Company:

      


      Medgenics,
Inc.

      8000
Towers Crescent Drive, Suite 1070

      Vienna,
VA 22182

      Attention:
Dr. Andrew Pearlman, CEO & President

      Fax:
(561) 828-6150

      


       And
to:

      


      Medgenics,
Inc.

      Teradion
Business Park

      P.O. Box
14

      Misgav
20179 Israel

      Attention:
Ms. Phyllis Bellin

      Fax:
+972-4-9990114


      
        
           


        

        
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       With
a copy (not constituting notice) to:

      


      Barack
Ferrazzano Kirschbaum & Nagelberg LLP

      200
W.
Madison Street, Suite 3900

      Chicago,
Illinois 60606

      Attention:
Gretchen Anne Trofa, Esq.

      Fax No.:
(312) 984-3150

      
 

       If
to the Purchasers:

      


       To
the addresses set forth on the signature page affixed hereto.

      


      8.5      
Expenses. The parties hereto shall pay their own costs
and expenses in connection herewith. In the event that legal proceedings are
commenced by any party to this Agreement against another party to this Agreement
in connection with this Agreement, the party or parties which do not prevail in
such proceedings shall pay the reasonable attorneys’ fees and other reasonable
out-of-pocket costs and expenses incurred by the prevailing party in such
proceedings.

      


      8.6      
Amendments and
Waivers. Any term of this Agreement
may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the parties
hereto.

      


      8.7      
Publicity. The Company shall be entitled to issue public
releases or announcements concerning the transactions contemplated hereby,
including, if required by the AIM Rules, identifying the Purchasers. The
Purchasers agree not to make any public release or announcement concerning the
transaction contemplated hereby without the prior consent of the Company (which
consent shall not be unreasonably withheld or delayed), except as such release
or announcement may be required by applicable law, rule or regulation of any
governmental authority or the applicable rules or regulations of any securities
exchange or securities market, in which case the Purchasers shall allow the
Company to the extent reasonably practicable in the circumstances, reasonable
time to comment on such release or announcement in advance of such
issuance.

      


      8.8      
Severability. Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof but shall be interpreted as if it
were written so as to be enforceable to the maximum extent permitted by
applicable law, and any such prohibition or unenforceability in any jurisdiction
shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereby
waive any provision of law which renders any provision hereof prohibited or
unenforceable in any respect.


      
        
           


        

        
          A-10

          
            

          

        

        
           


        

      


      8.9      
Entire
Agreement. This Agreement
constitutes the entire agreement among the parties hereof with respect to the
subject matter hereof and thereof and supersedes all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter hereof and thereof.

      


      8.10    
Further
Assurances. The parties shall
execute and deliver all such further instruments and documents and take all such
other actions as may reasonably be required to carry out the transactions
contemplated hereby and to evidence the fulfillment of the agreements herein
contained.

      


      8.11    
Governing Law; Waiver
of Jury Trial. This Agreement shall
be governed by, and construed in accordance with, the internal laws of the State
of Delaware without regard to the choice of law principles thereof. EACH OF THE PARTIES HERETO WAIVES ANY
RIGHT TO REQUEST A TRIAL BY
JURY IN ANY LITIGATION
WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT
COUNSEL HAS BEEN
CONSULTED SPECIFICALLY AS TO THIS
WAIVER.

      


      8.12     No Strict
Construction. The language used in
this Agreement will be deemed to be the language chosen by the parties to
express their mutual intent, and no rules of strict construction will be applied
against any party.

      


      8.13     Rights
Cumulative. Except as expressly set
forth herein, each and all of the various rights, powers and remedies of the
parties shall be considered cumulative with and in addition to any other rights,
powers and remedies which such parties may have at law or in equity in the event
of the breach of any of the terms of this Agreement. The exercise or partial
exercise of any right, power or remedy shall neither constitute the exclusive
election thereof nor the waiver of any other right, power or remedy available to
such party.

      


      [signature
pages follow]


      
        
           


        

        
          A-11

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement or caused their duly
authorized officers to execute this Agreement as of the
date first above written.


       

      
        
          
            	
                    THE
      COMPANY:

                  	
                    MEDGENICS,
      INC.,

                  	 
	 
      	 
      	 
      	 
	 
      	
                    By: 

                  	
                    /s/ Andrew L. Pearlman

                  	 
	 
      	
                    Name:

                  	 
	 
      	
                    Title:

                  	 


          

        

      

      


      
        
          
            
              	
                      PURCHASERS:

                    	 
      	 
	 
      	 
      	 
	
                      WINDY
      CITY, INC.

                    	
                      WINDY
      CITY, INC.

                    	 
	 	 	 
	 
      	
                      By: 

                    	
                      /s/ Joel Kanter

                    	 
	 
      	
                      Name:  Joel
      Kanter

                    	 
	 
      	
                      Title:   
      President

                    	 
	 
      	 
      	 
	 
      	
                      Number
      of
      Shares:            48,148

                    	 


            

          

        

      

      


      
        
          
            
              	
                      Address
      for Notice:

                    	 
      	 
      
	 
      	 
      	 
      


            

          

        

      

      


      
        
          
            	
                    EUGENE
      BAUER

                  	
                    /s/
      Eugene
      Bauer

                  	 
	 
      	
                    Eugene
      Bauer

                  	 
	 
      	 
      	 
	 
      	
                    Number
      of
      Shares:            96,295

                  	 


          

        

      

      


      
        
          
            
              	
                      Address
      for Notice:

                    	
                      59
      MONTECITO RD

                    	 
      
	 
      	
                      SAN
      RAFAEL, CA 94901

                    	 
      


            

          

        

      

      


      
        
          
            	
                    ANDREW
      L. PEARLMAN

                  	
                    /s/ Andrew L. Pearlman

                  	 
	 
      	
                    Andrew
      L. Pearlman

                  	 
	 
      	 
      	 
	 
      	
                    Number
      of
      Shares:            48,148

                  	 


          

        

      

       

      
        	
                Address
      for Notice:

              	 
      	 
      
	 
      	 
      	 
      


      


      
        
           


        

        
          A-12