Exhibit 4.1

    
 

    
      	
              No.
      ______

            	
              Incorporated
      under the Laws of the State of Delaware

            	
              _________
      SHARES

            


    

     

    COMMON
STOCK

    


    SEE
REVERSE FOR CERTAIN DEFINITIONS

    


    


    


    THIS CERTIFIES THAT
____________________________________________

    


    


    IS THE OWNER OF
_______________________________________________

    


    


    FULLY
PAID AND NON-ASSESSABLE SHARES, PAR VALUE $0.0001 PER SHARE, OF COMMON STOCK
OF

    


    MEDGENICS,
INC.

    


    transferable
on the books of the Corporation by said owner in person or by his duly
authorized attorney upon the surrender of this certificate properly
endorsed.  This certificate is not valid until countersigned by the
Transfer Agent and registered by the Registrar.

    


    WITNESS
the facsimile seal of the Corporation and the facsimile signatures of its duly
authorized officers.

     

    Dated:
____________________

     

    
      	 
      	
              MEDGENICS,
      INC.

               

              CORPORATE
      SEAL

               

              Delaware

            	 
      
	
              President

            	
              Secretary

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    The
following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     

    


    
      	
              TEN
      COM

            	
              as
      tenants in common

            	
              Unif
      Gift Min Act -

            	
              ________
      Custodian __________

            
	
              TEN
      ENT

            	
              tenants
      by the entireties

            	 
      	
                 (Cust)   (Minor)

            
	
              JT
      TEN

            	
              as
      joint tenants with right of survivorship and not as tenants

              in
      common

               

            	 
      	
              Under
      Uniform Gifts to Minors Act:

              ____________________

              (State)

            


    

    Additional
abbreviations may also be used though not in the above list.

     

    MEDGENICS,
INC.

     

    The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, option or other
special rights of each class of stock or series thereof of the Corporation and
the qualifications, limitations, or restrictions of such preferences and/or
rights.  This certificate and the shares represented hereby are issued
and shall be held subject to the terms and conditions applicable to the
securities underlying and comprising the shares.

     

    For
Value Received, __________________________________ hereby sell, assign and
transfer unto

     

    PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

     

    
      	 
      
	 
      
	
              (PLEASE
      PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
      ASSIGNEE)

            
	 
      


    

    Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint _____________________________ Attorney, to transfer the said shares on
the books of the within named Corporation with full power of substitution in the
premises.

     

    
      	
              Dated
      __________________

            	
              By:
      ___________________________________________________

            
	 
      	 
      
	 
      	
              By:
      ___________________________________________________

            
	 
      	
              NOTICE:
      THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
      WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

            
	
              Signature(s)
      Guaranteed

            	 
      
	 
      	 
      
	
              By:
      ___________________________________________________

            	 
      
	
              THE
      SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15.