**Exhibit10.52**

 

**CONSULTING AGREEMENT**

 

Advanced Cell Technology Holdings, Inc., and its wholly ownedsubsidiary (collectively referred to as “ACT”) desire to retain the services ofJames G. Stewart (“STEWART”) in the role of Financial Consultant; and STEWARTdesires to provide his services to ACT in that capacity.  Accordingly, for and in consideration of thecommitments set forth herein, ACT and STEWART agree as follows:

 

**1.****                                    ****Position and Duties**

 

ACTagrees to retain STEWART in the role of Financial Consultant.  STEWART shall report to the Chief ExecutiveOfficer (CEO) of ACT, and shall perform consulting services that are assignedto STEWART by the CEO of ACT.  In thisconsulting capacity, it is expected that STEWART shall provide guidance on avariety of matters, including, but not limited to, financial consulting onstructuring of financing transactions, input as to corporate structuringquestions, review of strategy or financing documents as appropriate and generalbusiness consulting.

 

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

 

A.                                   **Stock Options:**  ACTshall compensate STEWART for services to be provided pursuant to this agreementwith the granting of an option to purchase common shares of ACT, pursuant tothe terms and conditions outlined below under “Stock Options”.

 

B.                                     **Expenses:**  ACTshall reimburse STEWART for reasonable travel and other business expensesincurred by STEWART in the performance of his duties hereunder.

 

C.                                     **Cash Compensation:**  ACTand STEWART have mutually agreed that no cash compensation will be paid inconnection with this consulting agreement.  As outlined in the “Duration / Conversion” section below,it is contemplated that STEWART’s role of Financial Consultant may be convertedto a permanent employment arrangement at some future date, and any cashcompensation related to that decision will be finalized in connection with apermanent employment agreement.

 

**3.**                                      **Stock Options**

 

Subject to the approval of the ACT Board of Directors, ACT will grantSTEWART an option to purchase the Company’s Common Stock (the ***“Option”****)*under the Company’s employee StockOption Plan (the ***“Plan”****)*in an amount equal to 400,000 of theCompany’s outstanding shares (inclusive of option reserve and warrants).  The Options will have a “strike price” equalto the current fair market value of $.85 per share, and will vest as follows:5% of the shares will be

 

**Stewart Employment Agreement**

 

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vestedpursuant to this consulting agreement, and thereafter 1/48th of theremaining number of shares will vest at the end of each full month ofemployment, provided that STEWART’s consulting agreement is converted into afull-time employment agreement, pursuant to the “Duration / Conversion” section below. In the event that full-time employmentis not offered to STEWART, the maximum amount of shares that will vest pursuantto this consulting agreement is 5% of the shares granted.  Except as specifically set forth in this Section 4,STEWART’s rights under the Plan, or any other stock option plan later adoptedby ACT, shall be governed solely by the terms of the Plan, or the later adoptedstock option plan.

 

**4.****                                     ****Competitive Activities**

 

Duringthe term of STEWART’s consulting agreement with ACT and for one (1) yearthereafter, STEWART shall not, for himself or any third party, directly orindirectly (a) divert or attempt to divert from ACT any business of any kind,including, without limitation, the solicitation of or interference with any ofits members, sponsors, employees, volunteers, officers or directors, (b)employ, solicit for employment or recommend for employment any person employedby ACT, or (c) engage in the formation or promotion of, or be employed by, anyentity that is competitive with ACT.  STEWARTacknowledges that there is a substantial likelihood that the activitiesdescribed in this Section 4 would involve the unauthorized use ordisclosure of the ACT’s Proprietary Information and that use or disclosurewould be extremely difficult to detect.  STEWARThas accepted the limitations of this Section 4 as a reasonably practicableand unrestrictive means of preventing such use or disclosure.

 

**5.****                                     ****Inventions/IntellectualProperty Belong to ACT**

 

Anyand all inventions, discoveries, improvements or intellectual property whichSTEWART has conceived or made or may conceive or make during the period ofemployment relating to or in any way pertaining to or connected with thesystems, products, apparatus, or methods employed, manufactured, constructed orresearched by ACT shall be the sole and exclusive property of ACT.

 

Theobligations provided for by this Agreement, except for the requirements as todisclosure in paragraph 6, do not apply to any rights STEWART may have acquiredin connection with an invention, discovery, improvement or intellectualproperty for which no equipment, supplies, facility, or trade secretinformation of the ACT was used and which was developed entirely on the STEWART’sown time and (a) which does not relate directly or indirectly to the businessof ACT or to ACT’s actual or demonstrable anticipated research or development,or (b) which does not result from any work performed by STEWART for ACT.

 

**6.****                                     ****Disclosure of Inventions**

 

STEWARTagrees to disclose promptly to ACT all such improvements, discoveries, orinventions which STEWART has made or may make solely, jointly, or commonly withothers, and to assign as appropriate such improvements, discoveries, inventionsor intellectual property

 

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toACT, where the rights are the property of ACT, and agrees to execute and signany and all applications, assignments, or other instruments which ACT may deemnecessary in order to enable it, at its expense, to apply for, prosecute, andobtain Letters Patent of the United States or foreign countries for saidimprovements, discoveries, inventions or intellectual property, or in order toassign or convey to or vest in ACT the sole and exclusive right, title, andinterest in and to said improvements, discoveries, inventions, or patents.

 

Thisparagraph is applicable whether or not the invention, discovery, improvement orintellectual property was made under the circumstances described in paragraph5.  STEWART agrees to make suchdisclosures understanding that they will be received in confidence and that,among other things, they are for the purpose of determining whether or notrights to the related invention, discovery, improvement or intellectualproperty is the property of ACT.

 

**7.****                                     ****Confidential and ProprietaryInformation**

 

Duringhis consulting, STEWART will have access to confidential information relating tosuch matters as ACT’s trade secrets, systems, procedures, manuals, products,and clients.  For purposes of thisAgreement, “confidential information” means all information and ideas, in anyform, relating in any manner to the business of ACT or its clients, unless: (i)the information is or becomes publicly known through lawful means; (ii) theinformation was rightfully in STEWART’s possession prior to his employment withACT; or (iii) the information is disclosed to STEWART without a confidentialrestriction by a third party who rightfully possesses the information and didnot obtain it, either directly or indirectly, from ACT.

 

STEWARTunderstands and agrees that all confidential information will be keptconfidential by STEWART both during and after his consulting under thisAgreement.  STEWART further agrees thathe will not, without the prior written approval by ACT, disclose suchconfidential information, or use such confidential information in any way,either during the term of this Agreement or at any time thereafter, except asrequired in the course of his consulting.

 

**8.****                                     ****Duration / Conversion**

 

Theduration of this consulting agreement is expected to be 90 days.  At the end of 90 days, ACT may, in its solediscretion, elect to extend the consulting agreement or offer STEWART full-timeemployment at ACT.  In the event that ACTelects to convert STEWART from a consulting role to the role of full-timeemployee, the terms and conditions of such employment will be separatelynegotiated and summarized in an Employment Agreement between STEWART and ACT.  This consulting agreement shall not beconstrued to imply an offer of employment at the expiration of the initial 90day period.

 

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**9.****                                     ****Turnover on Termination**

 

STEWARTagrees that on or before termination of consulting, he will return to ACT alloriginals and copies of all or any part of:

 

a.                                       Lists and sources of clients;

 

b.                                      Proposals to clients or drafts of proposals;

 

c.                                       Reports, job notes, specifications, anddrawings pertaining to clients;

 

d.                                      Any and all other things, equipment, andwritten materials obtained by STEWART during the course of employment from ACTor any client of ACT.

 

e.                                       Any and all inventions or intellectualproperty developed by STEWART during the course of employment.

 

**10.****                              ****Arbitration**

 

Exceptfor injunctive proceedings against unauthorized disclosure of confidentialinformation, any and all claims or controversies between ACT and STEWART,including but not limited to (1) those involving the construction orapplication of any of the terms, provisions, or conditions of this Agreement;(2) all contract or tort claims of any kind; and (3) any claim based on anyfederal, state or local law, statute, regulation or ordinance, including claimsfor unlawful discrimination or harassment, shall be settled by arbitration inaccordance with the then current Employment Dispute Resolution Rules of theAmerican Arbitration Association.  Judgmenton the award rendered by the arbitrator(s) may be entered by any court havingjurisdiction thereof.  The location ofthe arbitration shall be San Francisco, California.  Unless the parties mutually agree otherwise,the arbitrator shall be a retired judge selected from a panel provided by theAmerican Arbitration Association, or the Judicial Arbitration and MediationService (JAMS).

 

ACTshall pay the arbitrators fees and costs.  Each party shall pay for its own costs andattorneys’ fees, if any.  However, if anyparty prevails on a statutory claim which affords the prevailing partyattorneys’ fees, the arbitrator may award reasonable attorneys’ fees and coststo the prevailing party.

 

STEWARTUNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OFHIS RIGHT TO A TRIAL BY JURY OF ANY MATTERS COVERED BY THE ARBITRATIONAGREEMENT.

 

**11.****                              ****Severability**

 

Inthe event that any of the provisions of this Agreement shall be held to beinvalid or unenforceable in whole or in part, those provisions to the extentenforceable and all other provisions shall nevertheless continue to be validand enforceable as though the invalid or unenforceable parts had not beenincluded in this Agreement.  In the eventthat any provision

 

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relatingto the time period of restriction shall be declared by a court of competentjurisdiction to exceed the maximum time period such court deems reasonable andenforceable, then the time period of restriction deemed reasonable andenforceable by the court shall become and shall thereafter be the maximum timeperiod.

 

**12.****                            ****Agreement Read andUnderstood**

 

STEWART acknowledges that he has carefully read the terms of thisAgreement, that he has had an opportunity to consult with a representative ofhis own choosing regarding this Agreement, that he understands the terms ofthis Agreement, and that he is entering this agreement of his own free will.

 

**13.****                            ****Complete Agreement,Modification**

 

ThisAgreement is the complete agreement between the parties on the subjectscontained herein and supersedes all previous correspondence, promises,representations, and agreements, if any, either written or oral.  No provision of this Agreement may be modifiedexcept by a written document signed both by the ACT and STEWART.  STEWART understands and agrees that he will berequired by the Company to execute a comprehensive Proprietary InformationAgreement.

 

**14.****                           ****Governing Law**

 

This Agreement shall be construed and enforced according to the laws ofthe State of California.

 

 
| Dated: January 14,  2005 |                                | /s/  James G. Stewart |   |
|-------------------------------|-------------------------------------|-----------------------|--------|
|                          |                                | **James  G. Stewart** |
|                          |                                |                  |
|                          |                                |                  |
| Dated: January 14,  2005 | /s/ William M.* *Caldwell      |                  |
| ** **                    | **Advanced  Cell Technology, Inc.** |
|                          | By: William M.* *Caldwell      |                  |
|                          | Title: Chief Executive  Officer     |
|                               |                                     |                       |        |  |  |

 

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