EXHIBIT
10.4

    SECOND
AMENDMENT

    TO

    MEDGENICS,
INC.

    2006
STOCK INCENTIVE PLAN


     

    WHEREAS, Medgenics, Inc., a
Delaware corporation (the “Corporation”), maintains the 2006 Stock Incentive
Plan (the “Plan”);

     

    WHEREAS, the Board of
Directors of the Corporation (the “Board”), with the approval of the
stockholders of the Corporation, amended the Plan in August 2007, increasing by
1,270,000 (on a pre-stock split basis) the number of shares of common stock of
the Corporation that may be made the subject of awards granted under the Plan to
a total of 2,267,003 (on a pre-stock split basis);

     

    WHEREAS, in December 2007 the Corporation
effected a 21.39149 for one stock split, and as a result the total number of
shares of common stock of the Corporation that may be the subject of awards
under the Plan became 48,494,572; and

     

    WHEREAS, the Board has
determined that it is in the best interest of the Corporation to amend the Plan
further to increase by 12,005,428 the number of shares of common stock of the
Corporation that may be made the subject of awards granted under the Plan such
that the total number of shares of common stock of the Corporation that may be
made the subject of awards granted under the Plan will be
60,500,000.

     

    NOW, THEREFORE, by virtue and
in exercise of the power reserved to the Board under Section 9.14(a) of the
Plan, and pursuant to the authority delegated to the undersigned officer of the
Corporation by a resolution adopted by the Board, the Plan be and is hereby
amended, effective as of the date that the Corporation has obtained the approval
of the holders of a majority of the outstanding capital stock of the Corporation
to this amendment, as follows:

     

    (1) by deleting Sections 4.01 and 4.04
of the Plan in their entirety and inserting the following new Section
4.01:

     

    “The
maximum number of shares authorized to be issued under the Incentive Plan shall
be 60,500,000 shares of the Company's Common Stock; provided, however, that for
so long as the Company's Common Stock is admitted for trading on the Official
List of the United Kingdom Listing Authority or on AIM, the market operated by
London Stock Exchange plc, on the date of grant of any Award hereunder (the
"Relevant Grant Date"), the aggregate number of shares in respect of which
Awards granted on or after December 4, 2007 and which remain outstanding and
unexercised shall not exceed 12% of the number of shares of the Company's Common
Stock issued and outstanding on the Relevant Grant Date.   The
number of shares available for issuance under the Incentive Plan shall be
subject to adjustment in accordance with Section 9.06 below.  The
shares to be offered under the Incentive Plan shall be authorized and unissued
shares of Common Stock, or issued shares of Common Stock that have been
reacquired by the Company in private or public transactions.”


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, by action
of the Board, the Corporation has caused this Second Amendment to be executed by
its duly authorized officer this 13th day of
September, 2010.

    


    
      
        	
                MEDGENICS,
      INC.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Andrew L. Pearlman

              	 
      
	
                Its:

              	
                Chief Executive Officer