Exhibit 10.31

     

    ADVISORY BOARD
AGREEMENT

    


    This
AGREEMENT (this “Agreement”), dated as of December 10, 2010, is made by and
between Medgenics, Inc., located at 8000 Towers Crescent Drive, Suite 1300,
Vienna, VA, 22182 USA (the “Company”); and Isaac Blech of New York, New York
(the “Advisor”).

     

    The Company wishes to retain the
Advisor as a member of the Company’s Strategic Advisory Board (the “SAB”) and the Advisor desires
to perform the advisory and consulting services described
below.  Accordingly, the parties agree as follows:

    


    
      	
               
      

            	
              1.

            	
              Services.

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Advisor will advise, consult for and on behalf of the Company's
      management, employees and agents, at reasonable times, as requested by the
      Company and shall provide the Services set forth on Exhibit
    1.

            


    

    


    
      	
               
      

            	
              b.

            	
              Advisor
      will participate in 3-4 SAB meetings per year by phone. Additionally,
      consultation of up to 2 hours per month on average may be sought by the
      Company by telephone, written correspondence or in person at the Advisor's
      office and will involve reviewing activities and developments in the
      Company's field of activity.

            


    

     

    
      	
               
      

            	
              c.

            	
              For
      purposes of this Agreement, the “Effective Date” shall be
      the date that this Agreement is fully executed by both
      parties.

            


    

     

    
      	
               
      

            	
              2.

            	
              Compensation.

            


    

     

    
      	
               
      

            	
              a.

            	
              In
      connection with the execution of this Agreement, the Company will
      issue to Advisor options to purchase 667,397 shares of common
      stock of the Company, having $0.0001 par value per share (the “Common
      Stock”), exercisable for 10 years at an exercise price to be calculated as
      the average of the Applicable Daily Closing Share Price (as defined below)
      for the 10 trading days prior to the date of formal approval of the grant
      of options by the Board of Directors. The Advisor acknowledges that the
      Company may be prohibited by the AIM Rules for Companies (the “AIM Rules”) from
      granting such options on the Effective Date, but that, subject to the
      approval of the Board of Directors, such options shall be granted as soon
      as practicable, lawful and otherwise permitted under the AIM
      Rules.   These options shall vest in three equal increments
      over a 3-year period starting from the grant date of the options; however,
      vesting will be accelerated in case of a change of ownership pursuant to
      the terms set forth in the option grant
  agreement.

            


    

     

    
      	
            	
              b.

            	
              For
      in-person meetings, the Advisor will be paid $1,500 for each day of
      meetings.

            


    

    
 

    
      
        
        

      

      
        SAB Advisory Agreement Page 1 of
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              c.

            	
              For
      purposes of Section 2(a) above, the “Applicable Daily Closing Share
      Price” shall be calculated on a given date as (x) if the Common
      Stock is listed on a U.S. national securities exchange, the last closing
      trade price of the Company’s Common Stock, as reported by Bloomberg, L.P.,
      on that date, or (y) if the Common Stock is not listed on a U.S. national
      securities exchange, the closing price of the Company’s Common Stock as
      reported on the MEDU ticker listed on the London Stock Exchange AIM market
      on that date.

            


    

     

    
      	
               
      

            	
              d.

            	
              Reasonable
      expenses of the Advisor incurred at the request of the Company (including
      phone and other expenses incurred in the normal course of business on
      behalf of the Company and travel expenses incurred in connection with
      Company related business in accordance with the Company's travel policy)
      will be reimbursed promptly by the Company, subject to customary
      verification and prior written
approval.

            


    

     

    
      	
               
      

            	
              3.

            	
              Term.
      The term of this Agreement will begin on the Effective Date of this
      Agreement and will end on the third anniversary of this Agreement or upon
      earlier termination as provided below (the "Term"); provided that
      the Term may be renewed for successive one-year periods. This Agreement
      may be terminated at any time upon written notice by either
      party.

            


    

     

    
      	
               
      

            	
              4.

            	
              Confidentiality
      and prohibited dealings.

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Advisor acknowledges that, during the course of performing his services
      hereunder, the Company will be disclosing information to the Advisor
      ("Confidential
      Information") which is owned by the Company. The Advisor
      acknowledges that the Company's business is extremely competitive,
      dependent in part upon the maintenance of secrecy, and that any disclosure
      of the Confidential Information would likely result in serious harm to the
      Company.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Advisor agrees that the Confidential Information will be used by the
      Advisor only in connection with the advisory and consulting activities
      hereunder, and will not be used for any other
  purpose.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Advisor agrees not to disclose, directly or indirectly, the Confidential
      Information to any third person or entity, other than representatives or
      agents of the Company. The Advisor agrees not to use the Confidential
      Information for any purposes other than explicitly permitted under this
      Agreement. The Advisor will treat all such information as confidential and
      proprietary property of the
Company.

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      Advisor may disclose any Confidential Information that is required to be
      disclosed by law, government regulation or court order. If disclosure is
      required, the Advisor will give the Company advance notice so that the
      Company may seek a protective order or take other action reasonable in
      light of the circumstances.

            


    

     

    
      
        
        

      

      
        SAB Advisory Agreement Page 2 of
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              e.

            	
              The
      Advisor hereby acknowledges that he is aware that the Company is a company
      who’s issued shares have been admitted to trading on the AIM market of the
      London Stock Exchange. Information imparted and/or to be imparted by the
      Company to the Advisor regarding the Company and/or the Company’s
      subsidiary is or may be “inside information” relating to the Company
      and/or the securities of the Company within the meaning of the UK’s
      Criminal Justice Act 1993.  As such, the Advisor may hereafter
      become "an insider" in relation to the Company.  The Advisor
      hereby agrees to being made an insider and that, entirely without
      prejudice to the generality of the foregoing provisions hereof, that he
      will not:

            


    

     

    
      	
               
      

            	
              (i)

            	
              use
      Confidential Information in relation to the Company and/or its subsidiary
      to deal or encourage any other person to deal in securities of the
      Company.  For the purposes of the foregoing the term "deal" is
      to be construed in accordance with the UK’s Criminal Justice Act 1993;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              (and
      will use his best endeavors to procure that none of his related, connected
      or associated parties will) without the Company’s prior written consent
      directly or indirectly by purchase or otherwise, acquire (conditionally or
      otherwise), offer to acquire, or agree to acquire ownership or options to
      acquire such ownership or any rights whatsoever in respect of any share
      capital in the Company (or otherwise act in concert with any person who so
      acquires, offers to acquire or agrees to acquire) whilst any such
      information shall be and remain “inside
  information”.

            


    

     

    
      	
               
      

            	
              5.

            	
              Intellectual
      Property.

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Advisor recognizes that the Company is engaged in a continuous program of
      research, development, and production with respect to its
      business.  The Company possesses or has rights to information
      that has been created, discovered, developed or otherwise become known to
      the Company  (including information developed by, discovered by
      or created by Advisor which arises out of the advisory and consulting
      relationship with the Company) that has commercial value in its business
      ("Proprietary
      Information").  For example, Proprietary Information
      includes, without limitation, inventions (whether or not patentable),
      patent applications, trade secrets, discoveries, experiments, research,
      concepts, ideas, techniques, methods, processes, testing procedures,
      formulas, compositions, data, know-how, computer programs, computer code,
      and improvements in the foregoing, as well as names and expertise of
      employees, consultants, customers and prospects, and technical, business,
      financial, marketing, customer and product development plans, forecasts,
      strategies and any other information relating to the Company's business
      and/or fields of interest.

            


    

     

    
      
        
        

      

      
        SAB Advisory Agreement Page 3 of
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              b.

            	
              The
      Advisor understands that the advisory and consulting relationship creates
      a relationship of confidence and trust between Advisor and the Company
      with respect to any (i) Proprietary Information or (ii) confidential
      information applicable to the business of any customer of the Company or
      other entity with which the Company does business and that it learns in
      connection with the advisory and consulting relationship.  At
      all times, both during the Term hereunder and after its termination,
      Advisor will keep in confidence and trust all such information, and
      Advisor will not use or disclose any such information without the written
      consent of the Company, except as may be necessary in the ordinary course
      of performing its duties to the Company.  This obligation shall
      end whenever such information enters the public domain and is no longer
      confidential or proprietary.

            


    

    


    
      	
               
      

            	
              c.

            	
              In
      addition, the Advisor hereby
agrees:

            


    

    
      	
               
      

            	
              i.

            	
              All
      Proprietary Information shall be the sole property of the Company and its
      assigns, and the Company and its assigns shall be the sole owner of all
      patents, copyrights, trade secrets and other proprietary rights in
      connection therewith.  Advisor hereby assigns to the Company any
      rights it may have or acquire in such Proprietary
      Information.  Advisor specifically agrees that the foregoing
      assignment shall include any and all rights it may have, had, acquire, or
      acquired in the Proprietary Information of the Company and its
      subsidiaries, if applicable.  Additionally, Advisor agrees to
      perform all reasonable acts requested by the Company or its
      representatives to perfect and enforce such
  rights.

            


    

    


    
      	
               
      

            	
              ii.

            	
              All
      documents or other media, records apparatus, equipment and other physical
      property whether or not pertaining to Proprietary Information, furnished
      to the Advisor by the Company or produced by Advisor or others in
      connection with the consulting relationship shall be and remain the sole
      property of the Company.  Advisor shall return and deliver all
      such property of the Company immediately as and when requested by the
      Company.  The Advisor shall return and deliver all such property
      (including any copies thereof) upon request and, even without any request,
      upon termination of the consulting
relationship.

            


    

    


    
      	
               
      

            	
              d.

            	
              Advisor
      will promptly disclose to the Company all improvements, inventions, works
      of authorship, trade secrets, computer programs, designs, formulas, mask
      works, ideas,, processes, techniques, know-how and data, whether or not
      patentable ("Inventions") that relate to the subject matter of my advising
      and that are conceived, developed or learned by the Advisor, either alone
      or jointly with others, during the term of the advisory
      relationship.

            


    

     

    
      
        
        

      

      
        SAB Advisory Agreement Page 4 of
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              e.

            	
              All
      Inventions that Advisor conceives, develops or learns (in whole or in
      part, either alone or jointly with others) in connection with performance
      of its advising for the Company or that uses the Company's Proprietary
      Information shall be the sole property of the Company and its assigns (and
      to the extent permitted by law shall be works made for hire).The Company
      and its assigns shall be the sole owner of all trade secret rights,
      patents, copyrights and other proprietary rights anywhere in the world in
      connection therewith, and Advisor hereby assigns to the Company any rights
      it may have or acquire in such Inventions. Advisor specifically agrees
      that the foregoing assignment shall include any and all rights, title and
      interest Advisor may have, had, acquired or acquire in Inventions made
      conceived, developed, acquired or first reduced to practice by Advisor (in
      whole or in part, either alone or jointly with others) while Advisor was
      rendering services to the Company or its subsidiaries or
      affiliates.

            


    

    


    
      	
               
      

            	
              f.

            	
              With
      regard to Inventions described in (f) above, Advisor will assist the
      Company or its assigns in every proper way (but at the Company's expense)
      to obtain and from time to time enforce patents, copyrights on the
      Inventions in any and all countries, and to that end Advisor will execute
      all appropriate documents.  This obligation shall continue
      beyond the termination of the consulting relationship, but the Company
      shall then compensate Advisor at a reasonable rate for time
      spent.  If the Company is unable for any reason whatsoever to
      secure signature to any such document (including renewals, extensions,
      continuations, divisions or continuations in part), Advisor hereby
      irrevocably designates and appoints the Company and its duly authorized
      officers and agents, as its agents and attorneys-in-fact to act for and in
      my behalf and instead of Advisor, but only for the purpose of
      executing  and filing such documents and doing all other lawful
      permitted acts to accomplish the foregoing with the same legal force and
      effect as if done by Advisor.

            


    

    


    
      	
               
      

            	
              g.

            	
              As
      a matter of record Advisor attaches hereto (as Exhibit 2) a list of
      existing inventions or improvements relevant to the subject matter of the
      advisory relationship with the Company that have been made or conceived or
      first reduced to practice by Advisor alone, or jointly with others, prior
      to rendering services as an advisor to the Company that Advisor desires to
      remove from the operation of the Agreement, and Advisor covenants that
      such list is complete.

            


    

    


    
      	
               
      

            	
              h.

            	
              Advisor
      represents that execution of the Agreement, the advisory relationship with
      the Company and the performance by Advisor of the Services will not
      violate any obligations the Advisor may have to any person or entity,
      including the obligation to keep confidential any proprietary information
      of that person or entity.  Advisor has not entered into any
      agreement in conflict wit this Agreement or the advisory relationship with
      the Company.  Advisor represents that the Advisor will not
      disclose to the Company or induce the Company to use any confidential or
      proprietary information or material belonging to any previous employers,
      clients, or others.

            


    

     

    
      
        
        

      

      
        SAB Advisory Agreement Page 5 of
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                6. 

              	
                Non-Compete;
      Non-Solicitation.

              


      

    

    


    
      
        	
              	
                a.

              	
                During
      the Term, the Advisor will not engage in providing advisory services to
      other entities in the field of ex
      vivo genetic modification of autologous
  tissue.

              


      

    

    


    
      
        	
              	
                b.

              	
                During
      the Term and for twelve (12) months after the termination of the Term for
      any reason, the Advisor will not solicit any employee of the Company to
      leave the Company for any reason or to devote less than all of any such
      employee's full efforts to the affairs of the
  Company.

              


      

    

    


    7.     Use of
Name. It is understood that the name of the Advisor and Advisor's
affiliation with the Advisor’s current employer will appear in disclosure
documents required by securities laws, and in other regulatory and
administrative filings; and in the ordinary course of the Company's
business.

    


    8.  No
Conflict: Valid and Binding. The Advisor represents that neither the
execution of this Agreement nor the performance of the Advisor's obligations
under this Agreement will result in a violation or breach of any other agreement
by which the Advisor is bound. The Company represents that this Agreement has
been duly authorized and executed and is a valid and legally binding obligation
of the Company, subject to no conflicting agreements.

    


    9.  Notices.
Any notice provided under this Agreement shall be in writing and shall be deemed
to have been effectively given (i) upon receipt when delivered personally, (ii)
one day after sending when sent by private express mail service (such as Federal
Express), or (iii) 5 days after sending when sent by regular mail to the
following address:

    


    In the
case of the Company:

    


    Medgenics,
Inc.

    POB 14
Misgav Business Park

    Misgav,
20179 ISRAEL

    Office
+972-4-9028900

    Fax  +972-4-9990114

    


    Attention:
Dr. Andrew L.Pearlman

    Chief Executive Officer

    


    With a
copy to:

    Pearl
Cohen Zedek Latzer, LLP

    1500
Broadway, 12th Floor

    New York,
NY 10036

    Tel:
646-878-0804

    Fax:
646-878-0801

    


    Attention:
Mark S. Cohen

    


    
      
        
        

      

      
        SAB Advisory Agreement Page 6 of
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    In the
case of the Advisor:

    


    Mr. Isaac Blech

    75 Rockefeller Plaza

    29th
Floor

    New York, New
York  10019

    


    or to
other such address as may have been designated by the Company or the Advisor by
notice to the other given as provided herein.

    


    
      	
            	
               10.

            	
              Independent
      Contractor. Withholding. The Advisor will at all times be an
      independent contractor, and as such will not have authority to bind the
      Company. Advisor will not act as an agent nor shall he be deemed to be an
      employee of the Company for the purposes of any employee benefit program,
      unemployment benefits, or otherwise. The Advisor recognizes that no amount
      will be withheld from his compensation for payment of any federal, state,
      or local taxes and that the Advisor has sole responsibility to pay such
      taxes, if any, and file such returns as shall be required by applicable
      laws and regulations. Advisor shall not enter into any agreements or incur
      any obligations on behalf of the
Company.

            


    

    


    
      	
            	
               11.
      

            	
              Assignment.
      Due to the personal nature of the services to be rendered by the Advisor,
      the Advisor may not assign this Agreement. The Company may assign all
      rights and liabilities under this Agreement to a subsidiary or an
      affiliate or to a successor to all or a substantial part of its business
      and assets without the consent of the Advisor. Subject to the foregoing,
      this Agreement will inure to the benefit of and be binding upon each of
      the heirs, assigns and successors of the respective
    parties.

            


    

    


    
      	
            	
              12. 
      

            	
              Severability.
      If any provision of this Agreement shall be declared invalid, illegal or
      unenforceable, such provision shall be severed and the remaining
      provisions shall continue in full force and
  effect.

            


    

    


    
      	
            	
              13.
      

            	
              Remedies.
      The Advisor acknowledges that the Company would have no adequate remedy at
      law to enforce the provisions of Sections 4, 5 and 6 above. In the event
      of a violation by the Advisor of such Sections, the Company shall have the
      right to obtain injunctive or other similar relief, as well as any other
      relevant damages, without the requirement of posting bond or other similar
      measures.

            


    

    


    
      	
            	
              14.

            	
              Governing
      Law; Entire Agreement; Amendment. This Agreement shall be governed
      by the substantive laws of New York and under the exclusive jurisdiction
      of the New York courts.  This Agreement represents the entire
      agreement between the parties relating to the subject matter hereof and
      supersedes all prior oral or written agreements between the Company and
      Advisor.  No provision of this Agreement may be amended other
      than by an instrument in writing signed by the Company and
      Advisor.  No waiver shall be effective unless it is in writing
      and signed by an authorized representative of the waiving
      party.

            


    

     

    
      
        
        

      

      
        SAB Advisory Agreement Page 7 of
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              15.
      

            	
              Counterparts.
      This Agreement may be executed in two or more identical counterparts, all
      of which shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered
      to the other party. In the event that any signature is delivered by
      facsimile transmission or by an e-mail which contains a portable document
      format (.pdf) file of an executed signature page, such signature page
      shall create a valid and binding obligation of the party executing (or on
      whose behalf such signature is executed) with the same force and effect as
      if such signature page were an original
thereof.

            


    

     

    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first written above.

     

    
      
        
          	
                  Medgenics,
      Inc.

                	 
      	
                  ADVISOR:

                
	 
      	 
      	 
      
	
                  By:

                	 
      	 
      	
                  By:

                	 
      
	
                  Name:
      Dr. Andrew L. Pearlman

                	 
      	 
      	
                  Isaac
      Blech

                
	
                  Title:
      Chief Executive Officer

                	 
      	 
      


        

      

    

    
 

    
      
        
        

      

      
        SAB Advisory Agreement Page 8 of
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    EXHIBIT
1

    Description
of Services

    
 

    Advising
the Company including:

    
 

    
      	
            	
              1)

            	
              Participating
      as a member of the SAB;

            


    

    


    
      	
            	
              2)

            	
              Guiding
      the general strategic, business and financial direction of the
      Company;

            


    

    


    
      	
            	
              3)

            	
              Reviewing
      the goals and plans of the Company and developing strategies for achieving
      them;

            


    

    


    
      	
            	
              4)

            	
              Identifying
      and developing relationships with potential financial and strategic
      partners;

            


    

    


    
      	
            	
              5)

            	
              Interacting
      with potential investors, stockholders, and strategic or corporate
      partners; and

            


    

    


    
      	
            	
              6)

            	
              Other
      functions as may be agreed with the
Company.

            


    

     

    
      
         


      

      
        SAB Advisory Agreement Page 9 of
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