**Exhibit 10.51**

 

CONSULTING AGREEMENT

 

This Consulting Agreement(the “Agreement”) is made as of April 1, 2005, by and between Chad GriffinConsulting, Inc. (hereinafter referred to as “Consultant”), and Advanced CellTechnology, Inc. (hereinafter referred to as “Client”).

 

In consideration of themutual covenants contained herein and for other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties agree as follows:

 

**1.****                                   ****Scope of Work**.  Consultantshall perform public affairs and strategic communications consulting servicesfor Client. Such services may**include,but not be limited to, the following:

 

•                  Senior Advising: strategy consulting forgrant procurement, general company strategy advisement, and consulting onreactive and proactive crisis management

•                  ICOC Relations: representation at ICOCmeetings and ICOC sub-committee meetings (as needed), preparation of ICOC andICOC sub-committee meeting briefs, and management of****relationships with ICOC staff and members.

•                  Government Relations: management ofrelationships with California constitutional officers, staff and othergovernmental officials.

•                  Communications Strategy and MessageDevelopment: oversight of the development of collateral materials, managementof relationships with California/National reporters, and management of mediarelations.

•                  Advice on National/International legislationand other state stem cell initiatives.

•                  Provide introductions to prominent (“forprofit”, non profit, institutions/foundations, and individuals) constituenciessupporting the stem cell movement.

•**                 ****Consultant will not performfinancial public relations services for Client.**

•**                 ****Consultant will not act as**a lobbyist for the Client, as defined byCalifornia state law.**

 

**2****.*****                                    *****Term****.* ***This Agreement shall continue in full forceand effect for the period beginning April 1,**2005 and ending April 1, 2006 (12 months).

 

**3.****                                    ****Independent ContractorStatus****. **Consultant enters into this Agreement as anindependent contractor and for no purpose shall Consultant be deemed to be anemployee or agent of Client.  Client willnot treat Consultant as an employee of Client for purposes of federal or stateincome tax withholding, FICA withholding, or any other taxation purpose of law,including the Internal Revenue Code of 1986, as amended.  No partnership, employment or agency has beenor is intended to be formed by this Agreement. Accordingly, Consultantunderstands that Client is not required to provide Consultant with worker’scompensation, and Consultant acknowledges and understands that Consultant issolely responsible for payment of federal and state income tax, socialsecurity, and unemployment and disability taxes, if any.

 

----

 

**4.****                                      Considerationand Payment.**

 

a.                                       Monthly Payment.  Clientshall pay Consultant $12,000.00 per month (12 payments total) beginning onApril 1, 2005 and ending on March 1, 2006.  Payment shall be owed on the 1stday of each month of work, and payment shall be made within fifteen (15) daysafter receipt of an invoice from Consultant.  This fee is not inclusive of fundraisingservices.  Such services would require anadditional compensation agreement.

 

b.                                      Stock: the company will conditionally grant Consultant 24,000 unregisteredwarrants @ a conversion price of $ .25 per share subject to the followingvesting schedule.  Beginning on April 31,2005 and on the last day of the next five (5) months, fifteen hundred (1,500)warrants will vest each month.  For thenext six (6) months, on the last day of the month, an additional one thousand(1,000) warrants will vest until fifteen thousand (15,000) warrants arevested.  On the last day of thisagreement April 1, 2006) an additional nine thousand (9,000) warrants will vestas a bonus for outstandperformance of services rendered during the prior year subject to the approvalof the CEO of ACT Holdings, Inc.  Thecompany will use its best efforts to include all warrants in a registrationfiling contemplated after the filing of its prior two years of financialstatements with the Security Exchange Commission.

 

c.                                       Expenses.  Clientshall reimburse Consultant for all reasonable and necessary expenses incurred inconnection with the performance of services hereunder (including, but notlimited to, mileage, meals, delivery services, travel (business class),research, telecommunications, graphic design, reproduction and postage) withinthirty (30) days of the submission of the invoice.  For expenditures of $500 or more, Consultantshall obtain prior approval of Client.

 

**5.****                                     ****Termination**.  ThisAgreement will cover the period April 1st, 2005 – April 1st,2006. Client can terminate this agreement for cause, if Consultant is grosslynegligent in the performance of its services.  Said termination shall be effected by theClient providing Consultant with 30-calendar days written notice of its intentto terminate.  Within 30 calendar days ofproviding said written notice, the Client shall pay Consultant all unpaid feesand expenses owed to Consultant through the date of termination, as well as atermination fee of $12,000.  The writtennotification will signal a ceasing of any future vesting of stock and thecompany and consultant agree that only the vested stock will be retained by theConsultant.  Upon termination, Consultantshall immediately provide the Client with all products and files regarding thisaccount.

 

**6.****                                     ****Non-exclusivity**.  ThisAgreement is not exclusive.  TheConsultant has the right to perform services for others during the term of thisAgreement, provided however, that Consultant shall represent, during theAgreement, any person or entity that has any interest adverse to Client.

 

**7.*****                                     *****Indemnification**.  Consultantshall indemnify and hold Client, its agents, officers and employees, harmlessfrom any and all liability, including attorneys’ fees, arising from or relatedto Consultant’s gross negligence, willful misconduct, or breach of thisAgreement.  Client shall indemnify andhold Consultant, its agents, officers and employees,**harmless from any and all liability, including attorneys’fees, arising from or related to work performed by Consultant pursuant to theAgreement or with the approval or acquiescence of Client, unless it arises fromConsultant’s gross negligence, willful misconduct, or breach of this Agreement.

 

2

----

 

**8.****                                     ****Non-Assignment**.  Neitherparty may assign this Agreement without the written consent of the other.

 

**9.****                                     ****Governing Law**.  ThisAgreement shall be governed and construed in accordance with the law of theState of California.

 

**10.****                              ****Integration**.  ThisAgreement, along with any and all exhibits and any documents incorporatedherein by reference, sets forth the entire and only agreement betweenConsultant and Client relative to the subject matter hereof.  Any representation, promise or condition,whether oral or written, not incorporated herein shall not be binding uponeither party.  No waiver, modification,or amendment of the terms of this Agreement shall be effective unless made inwriting and signed by an authorized representative of the party sought to bebound hereby.

 

**11.****                              ****Severability**.  Shouldany part of this Agreement for any reason be declared invalid or void, suchdecision shall not affect the remaining portion which will remain in full forceand effect as if this Agreement had been executed with the invalid portioneliminated.

 

**12.****                              ****Captions and Headings;Counterparts**.  All captions, headings, and titles containedin this Agreement are for convenience and reference purposes only and shall notbe deemed a part of this Agreement.  ThisAgreement may be executed and delivered in counterparts, all of which takentogether shall constitute a single instrument.

 

**13.****                              ****Notices**.  Noticesor correspondence under this Agreement shall be delivered from one party to theother, by overnight delivery, facsimile, or by registered or certified mail,directed to the addresses set forth below:

 
|   | Consultant: | CGC Chad Griffin  Consulting, Inc. |
|--------|-------------|------------------------------------|
|   |        | 335 N. Maple Drive, Ste  135       |
|   |        | Beverly Hills, CA 90210            |
|   |        |                               |
|   | Client:     | Advanced Cell Technology,  Inc.    |
|   |        | Attn: William Caldwell,  CEO       |
|   |        | 381 Plantation Street              |
|   |        | Biotech V                          |
|   |        | Worcester, MA 01605                |

 

**15.****                                 ****Arbitration**.**** All disputes over this Agreementand issues arising under this Agreement that are not resolved by the partiesshall be submitted to, and settled by, an arbitrator agreeable to both partiesunder the auspices of the American Arbitration Association.  Such arbitration shall be binding on theparties and shall take place in Los Angeles California.  Each party shall bear their own costs andattorneys’ fees; the prevailing party in the arbitration shall not be entitledto recover attorneys’ fees or costs from the losing party.

 

3

----

 

IN WITNESSWHEREOF, the parties have executed this Agreement as of the date first writtenabove.

 

 
| Chad Griffin Consulting, Inc: | Advanced Cell Technology:                |
|-------------------------------|------------------------------------------|
|                          |                                     |
| By:                           |  /s/ Chad H. Griffin                |   | By: |  /s/ William Caldwell |   |
|                          |                                     |   |   |
| Name:                         | Chad H. Griffin                          |   | Name: | William Caldwell |   |
|                          |                                     |   |   |
| Title:                        | President, Chad Griffin Consulting, Inc. |   | Title: | CEO, Advanced Cell Technology |   |
|                               |                                          |  |  |  |  |  |  |  |  |  |  |  |  |

 

4

----