Exhibit
10.60





PROMISSORY
NOTE




October
14, 2008




FOR VALUE
RECEIVED, CYTORI THERAPEUTICS, INC., a Delaware corporation, located at the
address stated below (“Borrower”), promises
to pay to the order of GENERAL ELECTRIC CAPITAL CORPORATION or any subsequent
holder hereof (each, a “Lender”), the
principal sum of SEVEN MILLION, FIVE HUNDRED THOUSAND and 0/100 Dollars
($7,500,000.00) or, if less, the aggregate unpaid principal amount of all Term
Loans made by Lender to or on behalf of Borrower pursuant to the Agreement (as
hereinafter defined).  All capitalized terms, unless otherwise defined
herein, shall have the respective meanings assigned to such terms in the
Agreement.




This
Promissory Note is issued pursuant to that certain Loan and Security Agreement,
dated as of October 14, 2008, among Borrower, the guarantors from time to time
party thereto, General Electric Capital Corporation, as agent, and the other
lenders signatory thereto (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”), is one
of the Notes referred to therein, and is entitled to the benefit and security of
the Debt Documents referred to therein, to which Agreement reference is hereby
made for a statement of all of the terms and conditions under which the loans
evidenced hereby were made.




The
principal amount of the indebtedness evidenced hereby shall be payable in the
amounts and on the dates specified in the Agreement.  Interest thereon
shall be paid until such principal amount is paid in full at such interest rates
and at such times as are specified in the Agreement.  The terms of the
Agreement are hereby incorporated herein by reference.




All
payments shall be applied in accordance with the Agreement.  The
acceptance by Lender of any payment which is less than payment in full of all
amounts due and owing at such time shall not constitute a waiver of Lender’s
right to receive payment in full at such time or at any prior or subsequent
time.




All
amounts due hereunder and under the other Debt Documents are payable in the
lawful currency of the United States of America.  Borrower hereby
expressly authorizes Lender to insert the date value as is actually given in the
blank space on the face hereof and on all related documents pertaining
hereto.




This Note
is secured as provided in the Agreement and the other Debt
Documents.  Reference is hereby made to the Agreement and the other
Debt Documents for a description of the properties and assets in which a
security interest has been granted, the nature and extent of the security
interest, the terms and conditions upon which the security interest was granted
and the rights of the holder of the Note in respect thereof.




Time is
of the essence hereof.  If Lender does not receive from Borrower
payment in full of any Scheduled Payment or any other sum due under this Note or
any other Debt Document within 3 days after its due date, Borrower agrees to pay
the Late Fee in accordance with the Agreement.  Such Late Fee will be
immediately due and payable, and is in addition to any other costs, fees and
expenses that Borrower may owe as a result of such late payment.




This Note
may be voluntarily prepaid only as permitted under Section 2.4 of the
Agreement.  After an Event of Default, this Note shall bear interest
at a rate per annum equal to the Default Rate pursuant to Section 2.6 of the
Agreement.




Borrower
and all parties now or hereafter liable with respect to this Note, hereby waive
presentment, demand for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, and all other









notices
in connection herewith, as well as filing of suit (if permitted by law) and
diligence in collecting this Note or enforcing any of the security hereof, and
agree to pay (if permitted by law) all expenses incurred in collection,
including reasonable attorneys’ fees and expenses, including without limitation,
the allocated costs of in-house counsel.




THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK.




No
variation or modification of this Note, or any waiver of any of its provisions
or conditions, shall be valid unless such variation or modification is made in
accordance with Section 10.8 of the Agreement.   Any such waiver,
consent, modification or change shall be effective only in the specific instance
and for the specific purpose given.













IN WITNESS WHEREOF, Borrower
has duly executed this Note as of the date first above written.








CYTORI
      THERAPEUTICS, INC.
                
                By:  /s/
      Mark E. Saad
                  Name:  Mark E.
      Saad
                  Title:  Chief
      Financial Officer
                  Federal
      Tax ID #: 33-0827593
                  
                  Address: 3020
      Callan Road
                  San
      Diego, California 92121