EXHIBIT 10.34

     

    
      	
              

            	
              400 N. Washington Street

              Suite 100

              Alexandria,
VA  22314

              P 703-739-5695

              F 703-548-7457

              Email: bcg@bcg-usa.com

              www.biologicsconsulting.com

            


    

    
      


    

    
      AMENDMENT
NO. 1 

      TO

    

    
      CONSULTING
AGREEMENT BETWEEN

    

    
      


    

    
      BIOLOGICS CONSULTING GROUP, INC.
(Hereinafter "BCG")

    

    
      
        	
                Address:

              	
                400
      N. Washington Street

              


      

    

    
      
        	
                 
      

              	
                Suite
      100

              


      

    

    
      
        	
                 
      

              	
                Alexandria,
      Virginia 22314

              


      

    

    
      
        	
                TAX
      I. D. #:

              	
                84-1693476

              


      

    

    
      


    

    
      AND

    

    
      


    

    
      


    

    
      MEDGENICS, INC. (Hereinafter
"COMPANY")

    

    
      
        	
                Address:

              	
                PO
      Box l4

              


      

    

    
      
        	
                 
      

              	
                Teradion
      Business Park

              


      

    

    
      
        	
                 
      

              	
                D.N.
      Misgav 20179

              


      

    

    
      
        	
                 
      

              	
                Israel

              


      

    

    
      


    

    
      Original
Agreement effective as of June 18, 2008 (the "Agreement").

    

    
      


    

    
      Now,
THEREFORE, in consideration of the mutual promises contained in this Amendment
No. 1, the parties agree
as follows:

    

    
      


    

    
      
        	
                1.

              	
                All
      terms that are used herein and that are not specifically defined herein
      shall have the defined meanings set forth in the
  Agreement.

              


      

    

    
      


    

    
      
        	
                2.

              	
                The
      effective date of this Amendment No. 1 is January 1,
      2010.

              


      

    

    
      


    

    
      
        	
                3.

              	
                The
      "Term of Consulting Services" will be amended as
  follows:

              


      

    

    


    
      	
              
                From:

              

            	
              
                January
      1, 2008

              

            
	
              
                Through:

              

            	
              
                January
      1, 2012

              

            


    

    
      


    

    
      
        	
                4.

              	
                The
      rates set forth in Exhibit 1, paragraph 2 are modified to the rates listed
      below:

              


      

    

    


    
      
        	
                Category

              	
                2009/2010
      Billing

                Rates

              
	
                
                  President/CEO

                

              	
                
                  $380/hour

                

              
	
                
                  Senior
      Clinical Consultant (with M.D.)

                

              	
                
                  $380/hour

                

              
	
                
                  Office
      Heads

                

              	
                
                  $350/hour

                

              
	
                
                  Senior
      Consultant (with M.D.)

                

              	
                
                  $380/hour

                

              
	
                
                  Senior
      Consultant

                

              	
                
                  $325/hour

                

              
	
                
                  Consultant

                

              	
                
                  $240/hour

                

              
	
                
                  Associate

                

              	
                
                  $185/hour

                

              


      

    

    
      	 	 
	
              
                Consulting Agreement
      Amendment

              

            	
              
                Page 1 of 2

              

              
                Version 6,
  8/13/2008

              

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    

      
        	
                

              	
                400 N. Washington Street

                Suite 100

                Alexandria,
VA  22314

                P 703-739-5695

                F 703-548-7457

                Email: bcg@bcg-usa.com

                www.biologicsconsulting.com

              


      

      
         

         

         

      

    

    
      
        	
                5.

              	
                Exhibit
      1, paragraph 3 is modified to the contact listed
  below:

              


      

    

    
       

      Invoices
are to be addressed to:

    

    


    
      	 
      	
              
                Attn:

              

            	
              
                ____

              

            
	 
      	
              
                Title:

              

            	
              
                ____

              

            
	 
      	
              
                Company:

              

            	
              
                ____

              

            
	 
      	
              
                Address:

              

            	
              
                ____

              

            
	 
      	
              
                City/State/Zip: 
      

              

            	
              
                ____

              

            
	 
      	
              
                Phone:

              

            	
              
                ____

              

            
	 
      	
              
                Fax:

              

            	
              
                ____

              

            
	 
      	
              
                Email:

              

            	
              
                ____

              

            


    

    
      


    

    
      
        	
                7.

              	
                Except
      as specifically modified or amended hereby, the Agreement shall remain in
      full force and effect and, as modified or amended, is hereby ratified,
      confirmed, and approved.

              


      

    

    


    
      
        
          	
                  BOLOGICS
      CONSULTING GROUP, INC

                	 
      	
                  MEDGENICS,
      INC.

                
	
                  (BCG)

                	 
      	
                  (COMPANY)

                
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/ James G.
      Kenimer

                	 
      	
                  By:

                	
                  /s/ Andrew L. Pearlman

                
	 
      	 
      	 
      	 
      	 
      
	 
      	
                  James
      G. Kenimer, Ph.D.

                	 
      	
                  Name:

                	
                  Andrew
      L. Pearlman

                
	 
      	
                  CEO

                	 
      	
                  Title:

                	
                  CEO

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:

                	
                  September
      8, 2010

                	 
      	
                  Date:

                	
                  Aug.
      31, 2010

                


        

      

    

    


    
      
        	
                
                  Email:
      jkenimer@bcg-usa.com

                

                
                  Ph:       1-(703)
      739-5695

                

              	
                
                  Email:

                

                
                  Ph:

                

              


      

    

     

     

     

     

    
 

    
      	 	 
	
              
                Consulting Agreement
      Amendment

              

            	
              
                Page 2 of 2

              

              
                Version 6,
  8/13/2008