Broker Engagement Agreement between Medgenics, Inc. and SVS Securities PLC (November 28, 2007)

SVS Securities PLC is authorised and regulated by the Financial Services Authority,

is a member of the London Stock Exchange and a PLUS Markets Corporate Advisor.

Registered in England and Wales. Company Number ###-###-####

VAT Number: 796 3591 72

Tel: +44 (0)20 7638 5600

Fax: +44 10)20 7638 5601

Web: www.svssecurities.com

Email: ***@***

for and on behalf of

You acknowledge that our appointment in our role as broker to the Company for the purposes of the AIM Rules is an exclusive appointment during the term of the Engagement. You agree not to engage any other person in such role without our prior written consent (such consent not to be unreasonably withheld or delayed). For the avoidance of doubt, we hereby acknowledge that the Company reserves fully its right to appoint, as a joint or “lead” broker to act with or assist us with any further fundraisings by the Company during the term of our Engagement, another broker or financial institution (“other broker”). In such event we will work in willing co-operation with the Company and such other broker in relation to any such fundraising.

2.1

Either the Company or SVS may terminate this Engagement on giving to the other party not less than 90 days’ written notice, such notice not to take effect prior to the first anniversary of the Engagement.

2.2

If either of us fails to perform any material obligation under this letter, and does not remedy the failure within 14 days of being required to do so by written demand, the other of us may terminate this agreement with immediate effect, without prejudice to any other available right or remedy.

2.3

Termination of the Engagement does not in any way affect your or our respective rights accrued up to the effective time of termination. Nor does it in any way affect this paragraph 2.3, or paragraphs 4.4, 7, 9, 10, or 11 below, all of which will remain enforceable in accordance with their terms.

3.1

You agree to provide us as soon as reasonably possible from time to time with all information relating to you and the members of your Group (including your and their respective strategies, prospects, corporate affairs, personnel, businesses, customer and supplier relationships, assets, liabilities, profits and losses) that is or might reasonably be regarded as being relevant to us for the purpose of advising you and that is or might otherwise reasonably be regarded as being relevant for disclosure to us in connection with the Engagement. Without prejudice to this general obligation, you also agree to provide us with particular information that is relevant to the Engagement, and with access to all appropriate directors, officers, employees and advisers of the Group, in each case, if and when we reasonably request it. As stated above, our advice will be based on our understanding of your financial position and objectives as explained by you, as well as other information provided by you.

3.2

You agree to ensure that all information provided to us by you or on your behalf will (so far as you are aware, having made reasonable due and careful enquiry) at the time it is given be Reliable Information. If you become aware that any of the information provided to us by you or on your behalf was not when given, or has ceased to be, Reliable Information, you will provide us as soon as reasonably possible with all such further information as is necessary to ensure that we have all relevant information and that it is all Reliable Information. Unless and to the extent we are or become actually aware, or receive fair disclosure, to the contrary, we may assume that all information provided to us by you or on your behalf from time to time is and will remain Reliable Information. In no circumstances will we be obliged to verify any of it.

3.3

You must yourself (and you must ensure that each member of your Group and your and their respective directors, officers and employees will) at all times comply with all Applicable Laws.

3.4

You agree that, if you ask us to communicate any financial promotion or issue any other document relating to you or on your behalf (or to approve the communication by you or on your behalf of any financial promotion or the issue of any other document), we will require you to verify to our satisfaction that:

3.4.1

the information in it is Reliable Information (save to the extent that any statement in it is made by or on behalf of any Indemnified Person); and

3.4.2

the document and its issue is in accordance with all Applicable Laws.

3.5

You will be responsible for ensuring that the information in each financial promotion or other document contemplated in paragraph 3.4 above is Reliable Information and you agree, if we require, to ensure that your directors accept responsibility for the document accordingly. You agree to make such changes as we consider necessary or desirable to any such announcement, financial promotion or other document to ensure that it satisfies the requirements of this paragraph 3.

4.1

Subject to paragraph 4.3 below, you must not yourself (and you must ensure that no member of your Group nor any of your nor their respective directors, officers, employees or agents will) make or issue at any time any announcement, circular or other publicity relating to you (other than articles of a general nature or for inclusion in the trade press which is not of a price sensitive nature) or any member of your Group or any of your or their respective directors, officers, employees and agents, as appropriate, or any matter referred to in this letter without our prior approval to the form and content of the announcement (but we may not unreasonably withhold or delay our consent).

4.2

You must ensure that with respect to each such announcement, circular or other publicity:

4.2.1

the information in it is Reliable Information; and

4.2.2

it and its issue is in accordance with all Applicable Laws.

4.3

Paragraph 4.1 above does not apply to any announcement, circular or other publicity required by Applicable Laws or approved prior to release by the Company’s duly appointed nominated adviser (within the meaning of the AIM Rulea). In such an event, you must, as far as practical, consult with us as to the form and content of the announcement, circular or other publicity and the manner of its issue before issuing it.

4.4

If any financial promotion, announcement, document, circular or other publicity referred to in paragraph 3 or 4 of this Schedule One is issued and is (or is subsequently discovered to have been) issued in breach of any provision of paragraph 3 or 4 of this Schedule One, or if we consider that it is necessary in the light of Applicable Laws, we may require you to make or issue at any time an announcement, document, circular or other publicity (in a form satisfactory to us) in order to rectify or mitigate the effect of the breach and/or to ensure compliance with Applicable Laws.

5.1

The Company shall itself conduct all dealings by it in its own securities through the Designated Broker provided that:

(i)

we will not charge fees or commissions at higher than their normal market rate (which rate shall be competitive in the market having regard to the size of the relevant trade(s) and other appropriate factors) save that we shall have five days in which to match the terms offered by any other broker; and

(ii)

the sale price through us of any securities proposed to be sold by us is at least equivalent to the price that the Company can obtain elsewhere for similar sized block of securities save that we shall have five days in which to obtain an equivalent sale price for the relevant securities from the date the price offered by any other broker is notified to us in writing.

6.1

Subject to paragraph 6.2 below, you and we each agree to treat as strictly confidential and not to disclose any information received or obtained as a result of entering into or performing this letter. Specifically, you agree not to disclose or refer to our advice in any publication issued by you or any member of your Group without our prior written consent. You and we each agree to ensure that, in your case, the members of your Group, and in our case, our Associates, and our and their respective directors, officers, employees, agents and advisers observe the provisions of this paragraph 6 as if they were bound by it (and any breach of its terms by any of them will be deemed to be a breach by whichever of us fails to ensure that they so behave).

6.2

Each of us can disclose information which would otherwise be confidential if and to the extent:

6.2.1

required by the law of any relevant jurisdiction or for the purposes of any judicial proceedings, including any judicial proceedings to enforce this letter; or

6.2.2

required by (or reasonably necessary for the purpose of this letter or any transaction contemplated in it to be disclosed to) any recognised investment exchange or regulatory or governmental body, including the Panel on Takeovers and Mergers, to which either of us is subject or submits; or

6.2.3

the information is disclosed on a strictly confidential basis to professional advisers or bankers for the purpose of advising or assisting in connection with this letter and the transactions contemplated in it; or

6.2.4

the information is disclosed to a director, officer, employee or agent of yours or ours (or of any member of your Group or of any of our Associates) whose function requires him to have the information; or

6.2.5

the information has come into the public domain otherwise than through the fault of the disclosing party; or

6.2.6

the information relates to you or your Group and is comprised in any document which is reasonably required to implement any transaction contemplated in this letter; or

6.2.7

the other has agreed to the disclosure in writing,

but you or we can only disclose under paragraphs 6.2.1 and 6.2.2 above after consultation (where practical) with the other. If either of us makes any disclosure under paragraph 6.2.1 or 6.2.2 above, the other of us must be informed of the disclosure by the disclosing party as soon as reasonably possible, unless the disclosing party is prohibited by law against informing the other of us of any such disclosure.

6.3

Certain of the information that you may give to us may be subject to the Data Protection Act 1998, by which we will be bound to the extent that such Act applies with respect to that information.

6.4

You agree that we may nominate you for inclusion as one of our clients in any publication that we reasonably consider to be reputable, and you agree to consent to your inclusion accordingly if the relevant publisher asks for it. You may at any time notify us that you do not wish to be so included in a particular publication, or any such publications.

6.5

All correspondence and papers that we hold in connection with acting for you will be our property (except for original contracts, share certificates and other documents of title expressly held to your order).

7.1

You acknowledge that we operate various “Chinese walls”, and control access to information. You agree that no Indemnified Person has any duty to disclose to you any information received or obtained in the course of carrying on other business, for example for other clients. This is because we may owe obligations of confidentiality to other persons, even if the information relates to you and any transaction in which you are involved from time to time.

7.2

Subject to applicable regulatory rules and unless otherwise agreed between us in writing from time to time, you agree that, in the course of our providing you with corporate finance advice, our corporate finance business may deal with or use the services of other of our businesses and any profits or advantages this brings need not be accounted for to you. If we reasonably believe that the objectives of the Engagement will be better met by us delegating the performance of any of our obligations to others, then we may do so.

8.1

We have agreed to provide services to you alone under this letter and we do not regard any person other than you (including any of your investors, lenders, shareholders, directors, officers, employees, agents or advisers) as our customer in relation to the services. Any such other person should seek his, her or its own advice. Only you may use and rely on our advice, and then only for the purpose for which it is initially given. If and to the extent that you receive, read or hear of advice which we may from time to time have given to anyone other than you, that does not constitute financial advice and you may not rely on it for any purpose whatsoever. In addition, please note that our advice to you is confidential information and is subject to the restrictions set out in paragraph 6 above.

8.2

We will treat you as an intermediate customer as defined in the FSA Rules. As such, you will not be entitled to any of the protections provided by the FSA Rules to private customers and you acknowledge this accordingly.

8.3

No Indemnified Person is liable to you for any loss which you suffer or incur in connection with the performance of obligations, or the provision of services, by us or on our behalf under or in relation to this letter or otherwise unless and to the extent that it is finally determined that you have suffered or incurred the loss because of the fraud, negligence or wilful default (which, for the avoidance of doubt will include having disregard of matters of which we have actual knowledge) of an Indemnified Person or our having committed a breach of any of our obligations under this letter or of any of our obligations under FSMA or the FSA Rules or any other rules or regulations to which such Indemnified Person may be subject. Where any loss is suffered by you for which an Indemnified Person and any other person are jointly and severally liable to you, the loss recoverable by you from the Indemnified Person shall be limited so as to be in proportion to the Indemnified Person’s relative contribution to the overall fault of the Indemnified Person, you and any other person in respect of the loss in question.

8.4

If at any time you agree or have agreed that any of your other advisers may limit his, her or its liability to you, you will inform us of this arrangement as soon as reasonably practicable, and no Indemnified Person shall be liable to you for more than he, she or it would have been liable if such other adviser(s) had not limited his, her, its or their liability. Accordingly, no Indemnified Person is liable to you for more than the net amount for which the Indemnified Person would have been liable after deducting the amount for which any other adviser(s) would have been liable in contribution proceedings if the other adviser(s) had not limited his, her, its or their liability. For the avoidance of doubt, you agree that, if you allege that an Indemnified Person is liable to you and the Indemnified Person believes that another person should be liable to you also and/or instead, nothing in this letter limits the right of the Indemnified Person to claim that the other person is liable to you and/or to the Indemnified Person (including on account of a right of contribution).

8.5

If and to the extent that we fail to perform or delay performing our obligations under or in connection with this letter as a result of any act, event or circumstance which is not reasonably within our control (including strikes, bad weather and breakdown or malfunction of telecommunications or computer services), then no Indemnified Person is responsible to you for any loss which you may suffer or incur as a result of such failure or delay.

9.1

You agree to indemnify and hold harmless (and keep indemnified and held harmless) each Indemnified Person on demand against each loss which the Indemnified Person suffers or incurs because of or in relation to:

9.1.1

the due performance of obligations, or the provision of services, by us or on our behalf under or in relation to this letter, the Engagement or otherwise;

9.1.2

a breach by you of a provision of this letter;

9.1.3

investigating, defending or settling an actual or potential claim for which you may be liable under this paragraph 9.1.

9.2

You are not liable under paragraph 9.1 if and to the extent that an Indemnified Person is finally determined to have suffered or incurred a particular loss because:

9.2.1

of fraud, negligence or wilful default (which, for the avoidance of doubt will include having disregard of matters of which we have actual knowledge) of an Indemnified Person or our having committed a breach of any of our obligations under this letter or of any of our obligations under FSMA or the FSA Rules;

9.2.2

we subscribe or buy shares (pursuant to an express written agreement which we enter into and which obliges or entitles us to subscribe for or to buy shares) unless and to the extent that an Indemnified Person suffers or incurs the loss because of or in connection with a breach by you of a provision of this letter or any such other agreement.

9.3

If either you or we become aware of any third party claim or potential claim against you or us or of any matter that might give rise to such a claim (“third party claim”) and that might lead to a claim against an Indemnified Person, you or (as appropriate) we shall:

9.3.1

give written notice to the other of the third party claim as soon as is reasonably practicable;

9.3.2

not, and shall procure that no member of your Group or (as appropriate) no Indemnified Person shall, without the other’s prior written consent, which will not be unreasonably withheld or delayed, settle or compromise or in any way admit liability for, that third party claim.

9.4

In relation to paragraphs 7.2, 8.3, 8.4 and 8.5 above, and this paragraph 9, we act for ourselves and as trustee for each other Indemnified Person (and we declare ourselves to be a trustee accordingly). Each other Indemnified Person may also enforce its rights against you under paragraphs 8.2, 9.3, 9.4 and 9.5 above, and this paragraph 9 pursuant to the Contracts (Rights of Third Parties) Act 1999, subject to paragraph 11.10 below, notwithstanding that such Indemnified Person is not a party to this letter.

10.1

A notice under or in connection with this letter must be in writing, in English, and must be delivered personally or sent by first class post (or air courier if overseas) or by fax to the party due to receive the notice or communication at its address set out in this letter (or, if to us, to our fax number set out in this letter) or at another address or to a fax number (in our case, to another fax number) specified by that party by written notice to the other. In the absence of evidence of earlier receipt, a notice is deemed given: if delivered personally, when left at such an address; or if sent by first class post, two days after posting it; or if sent by air courier, three days after posting it; or if sent by fax, on receipt by the sender of a sender’s confirmation of transmission.

10.2

You agree that, in the course of advising you day to day, we may communicate with you and other persons involved in any transaction with you by any means, including in meetings, over the telephone and by electronic mail (unless, until and to the extent that you notify us in writing that we must not communicate by a specified means). You acknowledge and accept that oral communications may be recorded and that postal, courier, telephone, fax or electronic communications may not be secure and may be subject to unauthorised interception, delay or data corruption. Accordingly, we do not accept any liability whatsoever in relation to the use or attempted use of these or any other means of communication and you agree not to make (and you waive) any such claim accordingly. Any recordings of oral communications that we make will belong to us and will constitute confidential information to be protected in accordance with paragraph 6 above. You agree that recordings may be used in helping to settle or determine any disputes that arise as to what has and has not been said.

11.1

Nothing in this letter or any document executed under or in connection with it creates a partnership between us or makes you our agent for any purpose, and you do not have authority or power to bind, contract with or to incur or create a liability or obligation for us for any purpose.

11.2

This letter is of no effect if we have not signed it. This letter may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document.

11.3

The terms of this letter may only be varied in writing signed by or on behalf of each of the parties. However, you agree that we may vary the terms and conditions of this letter in certain respects by giving you notice of the changes and the changes will become effective ten business days after service of the notice in accordance with the notice provisions in this letter. The changes that we may make without your further consent are changes that we, acting in good faith, consider necessary in light of changes in applicable laws, regulations and market practice. If you do not like the changes, you may, of course, exercise your right to terminate the agreement between us pursuant to this letter in accordance with the termination provisions in this letter, but we suggest that you do not do that without first discussing with us any changes which concern you to see if we can address your concerns.

11.4

You agree to do and execute, or arrange for the doing and executing of each necessary act, document and thing reasonably within your power to implement this letter. Your having engaged us pursuant to this letter confers on us all powers, discretions and authorities necessary or desirable in connection with the performance of our obligations under or in connection with this letter or the Engagement.

11.5

If you or we fail to exercise or delay in exercising a right or remedy provided by this letter or by law that does not constitute a waiver of the right or remedy or a waiver of other rights of remedies. No single or partial exercise of a right or remedy provided by this letter or by law prevents further exercise of the right or remedy or the exercise of another right or remedy. Our and your rights and remedies under this letter are in addition to, and do not operate to restrict, the rights and remedies available to you or us under English law and are not affected by completion of anything referred to in this letter. If any provision of this letter is illegal or unenforceable, this does not affect the enforceability of any other provision of this letter.

11.6

This letter constitutes the entire and only agreement and understanding between you and us in relation to our appointment as Broker to the Company, and supersedes any previous agreement or understanding between you and us relating to the subject matter of this letter. You and we each agree that in entering into this letter, neither of us relies on, and neither of us shall have any remedy in respect of, any statement, expression of opinion, representation, warranty or understanding (whether negligently or innocently made) of any person, other than as expressly set out in this letter.

11.7

Nothing in this letter shall operate to limit or exclude any liability for fraud.

11.8

You warrant and represent to us (with the intention of inducing us to act for you) that you have all necessary power and authority to execute and deliver, and to perform all your obligations and exercise all your rights under, this letter and all documents to be executed by you under or in connection with this letter, and that such execution, delivery, performance of obligations and exercise of rights have been (and at all times will be) duly authorised by all necessary corporate action and that this letter has (and all documents to be executed by you under or in connection with this letter have) been (and at all times will be) duly executed by person(s) duly authorised on your behalf and constitute(s) (and at all times will constitute) your valid and binding obligations. In addition, we will be entitled to assume that all instructions (whether given orally or in writing or by e-mail) from anyone who is (or whom we reasonably believe to be) one of your directors or officers (including your company secretary) or any of your professional advisers who have intimated that they are so authorised or who is otherwise authorised by you for this purpose, are duly authorised (unless and until you notify us in writing that instructions should only be treated as duly authorised if from certain specified persons and/or should be disregarded if from certain specified persons).

11.9

This letter is governed by English law. In connection with all proceedings and disputes arising out of or in relation to this letter, you agree that we shall both submit to the exclusive jurisdiction of the English courts and we each waive any claim that the English court’s are an inconvenient or inappropriate forum.

11.10

Save to the extent that third party rights are conferred in this letter on a person by express reference to the Contracts (Rights of Third Parties) Act 1999, a person who is not a party to this letter has no right to enforce any of its terms under that Act. Where by reason of that Act, a third party is entitled to enforce any term of this letter, all provisions of this letter which would assist that third party in connection with the enforcement of a right conferred upon him also apply to him. However, this letter may be varied or terminated as provided in this letter, without the consent of or notice to any person who may have a right under this letter to enforce any term of it pursuant to that Act.

11.11

In the event of a conflict between the provisions of this Schedule One and the terms of the letter to which it is Schedule One, the terms of that letter shall prevail.