**Exhibit 10.48**

 

**CONSULTINGAGREEMENT**

 

William M. Caldwell IV (“Caldwell”) and Advanced Cell Technology, Inc.(“ACT”) desire to enter into an agreement under which Caldwell will providebusiness consulting services to ACT in advance of ACT receiving its next roundof financing. Accordingly, the parties hereby mutually agree as follows:

 

**1.****                                     ****Consulting Services.**

 

a)                                      Duties.  Caldwell will provide to theACT the consulting services related to the Company’s operations, management,corporate structure and financing.

 

b)                                     Term.  The term of this Agreementshall commence on September 15, 2004, and shall continue through the dateupon which ACT closes the round of financing contemplated by the Term Sheetdated August 17, 2004 between ACT and Quantum Merchant Bankers (“NextRound of Financing”).

 

c)                                      Hours of Work.  Caldwellshall devote the amount of time necessary to complete the consulting servicesrequired under this Agreement.  Theparties anticipate that Caldwell will work full time on his consulting duties.

 

d)                                     Other Engagements.  Caldwellmay accept other consulting assignments, and engage in other businessactivities, so long as they do not interfere with his obligations under thisAgreement.

 

**2.****                                     ****Compensation.**

 

a)                                      Consulting Fee.  TheACT will compensate the Caldwell at a rate of ten thousand dollars ($10,000.00)per month.  Caldwell understands andagrees that this Consulting fee will accrue during the Term of this Agreementand shall be paid in full upon the close of the Next Round of Financing.  In exchange for Caldwell deferring payment ofhis monthly consulting fee, ACT shall pay Caldwell a bonus of ten thousanddollars ($10,000.00) upon the close of the Next Round of Financing.

 

b)                                     Expenses.  ACT will reimburse Caldwellfor reasonable travel and other business expenses incurred by Caldwell in theperformance of his duties, Caldwell will provide receipts to the ACT ifnecessary.

 

**3.****                                     ****Confidential Information.**

 

a)                                      General Restrictions.  Caldwellagrees to maintain the confidentiality of ACT’s proprietary information, tradesecrets and confidential business information and materials disclosed duringthe term of this Agreement.  Uponcompletion of the consulting services, Caldwell will return all

 

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confidential materials and equipment provided during the term of thisAgreement, except as authorized by ACT.

 

b)                                     Limitation.  Nothing in this Agreement orany other agreement (i) shall prevent Caldwell from using or disclosingconfidential information to the extent necessary to carry out theresponsibilities in this Agreement; (ii) shall restrict Caldwell’s use ordisclosure of information that is or becomes publicly known through lawfulmeans, that was rightfully in his possession or part of his general knowledgeprior to the term of this Agreement, or that is disclosed to Caldwell withoutconfidential or proprietary restrictions by a person who rightfully possessesthe information; or (iii) shall prevent Caldwell from responding to alawful subpoena or court order.

 

c)                                      Former Agreements.  Theparties agree that Caldwell will neither use nor disclose the trade secrets,confidential information or confidential materials of any third parties, andthe ACT will neither ask nor require Caldwell to do so.

 

**4.****                                      IndependentContractor Status**.  Caldwell is anindependent contractor and is responsible for the payment of all taxesapplicable to the consulting services.  Caldwellshall be exclusively responsible for the manner and method by which theconsulting services are performed.

 

**5.****                                     ****Indemnification. **ACT agrees to indemnify, defend and hold harmless Caldwell against anyliability incurred by Caldwell within the course and scope of the consultingservices provided by Caldwell.

 

**6.****                                     ****Termination.**  ThisAgreement shall be effective until terminated by either party.  Either party may terminate the Agreement bygiving the other party written notice, which shall be effective upon receipt bythe other party (unless a later date is specified in the notice).  Upon termination of this Agreement, ACT shallcompensate Caldwell for all services performed prior to the effective date oftermination and shall reimburse Caldwell for all expenses incurred prior to theeffective date of termination.  Thereafter,the parties shall owe no further obligations to each other except as providedin this Agreement.

 

**7.****                                     ****Arbitration.**  Allclaims that Caldwell and ACT may have against each other in any way related tothe subject matter, interpretation, application, or alleged breach of thisAgreement (“Arbitrable Claims”) shall be resolved by binding arbitration inCalifornia in accordance with the rules of the American ArbitrationAssociation, as amended.  Arbitrationshall be final and binding upon the parties and shall be the exclusive remedyfor all Arbitrable Claims.

 

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**8.****                                     ****Miscellaneous Provisions.**

 

a)                                    Integration.  The parties agree that allagreements and understandings between the parties concerning the subject matterof this Agreement are embodied in this Agreement and any Work Order to whichthe parties agreed.  This Agreement shallsupersede all prior or contemporaneous agreements and understandings betweenthe parties, with respect to any subject covered by this Agreement, except asotherwise provided in this Agreement.

 

b)                                   Amendments; Waivers.  ThisAgreement may not be amended except by an instrument in writing, signed by eachof the parties.  No failure to exerciseand no delay in exercising any right under this Agreement shall operate as a waiverthereof.

 

c)                                    Assignment; Successors and Assigns.  Neitherparty shall assign or otherwise transfer any rights or obligations under thisAgreement, without the written consent of the other party.  Subject to the foregoing, this Agreement shallbe binding upon and shall inure to the benefit of the parties’ respectiveheirs, successors, attorneys, and permitted assigns.

 

d)                                   Severability.  Ifany provision of this Agreement, or its application to any person, place, orcircumstance, is held by an arbitrator or a court of competent jurisdiction tobe invalid, unenforceable, or void, such provision shall be enforced to thegreatest extent permitted by law, and the remainder of this Agreement and suchprovision as applied to other persons, places, and circumstances shall remainin full force and effect.

 

e)                                    Governing Law.  ThisAgreement shall be governed by and construed in accordance with the law of theState of California.

 

f)                                      Interpretation.  ThisAgreement shall be construed as a whole, according to its fair meaning, and notin favor of or against any party.  Captionsare used for reference purposes only and should be ignored in the interpretationof the Agreement.

 

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**THE UNDERSIGNED HAVE READ AND AGREE TO THE TERMS OF THIS CONSULTINGAGREEMENT, AND HAVE DULY EXECUTED THIS AGREEMENT AS OF OCTOBER 1, 2004.**

 

 
| **William  M. Caldwell IV**                                                                                                                                                                                                          |         |       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|------------|
|                                                                                                                                                                                                                                 |         |       |
|                                                                                                                                                                                                                                 |         |       |
| /s/  William M. Caldwell IV                 10/19/04                                                                                            | ** **   |       |   |
| ** **                                                                                                                                                                                                                           |         |       |
| ** **                                                                                                                                                                                                                           |         |       |
| **Advanced  Cell Technology, Inc.**                                                                                                                                                                                             |         |       |
| ** **                                                                                                                                                                                                                           | ** **   | ** ** |
| ** **                                                                                                                                                                                                                           | ** **   | ** ** |
| /s/ Michael West                                  10-19-04 |         |       |
|   By:                                                                                                                                                                                                                      | Michael West |       |   |
|   Title:  Chief Executive Officer                                                                                                                                                                                          |         |
|                                                                                                                                                                                                                                      |              |            |  |  |

 

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