Form of Revolving Credit Note


    Exhibit
      10.3

    


    REVOLVING
      CREDIT NOTE

     

    


    $___________                                                                                                                                                                                         
      October 17, 2007

    


    FOR
      VALUE
      RECEIVED, the undersigned, BioTime, Inc., a California corporation (Borrower")
      hereby promises to pay to the order of ___________("Lender") the principal
      sum
      of _____________ DOLLARS ($_______________) or such lesser amount as may from
      time to time be outstanding as the Loan pursuant to that certain First Amended
      and Restated Revolving Line of Credit Agreement, dated October 17, 2007, between
      Borrower and Lender (the "Credit Agreement"), together with interest on the
      unpaid balance of the Loan at the rate or rates hereinafter set forth. This
      Revolving Credit Note is one of the Notes described in the Credit Agreement.
      All
      capitalized terms not otherwise defined in this Note shall have the meanings
      defined in the Credit Agreement.

    


    1. Terms
      of Payment.

    


    (a) Interest
      Rate.
      Interest
      shall accrue and be payable at the rate of 12% per annum on the outstanding
      principal balance of the Loan. Interest shall accrue from the date of each
      disbursement of principal pursuant to a Draw. Accrued interest shall be paid
      with principal. Interest will be charged on that part of outstanding principal
      of the Loan which has not been paid and shall be calculated on the basis of
      a
      360-day year and a 30-day month.

    


    (b) Payments
      of Principal.
      The
      outstanding principal balance of the Loan, together with accrued interest,
      shall
      be paid in full on the Maturity Date. 

    


    (c) Mandatory
      Prepayment of Principal.
      In the
      event that Borrower receives Earmarked Funds, Borrower shall use the Earmarked
      Funds to prepay principal, plus accrued interest, within two business days
      after
      such Earmarked Funds are received by Borrower, and the amount of principal
      so
      prepaid shall reduce the Maximum Loan Amount. 

    


    (d) Optional
      Prepayment of Principal.
      Borrower may prepay principal, with accrued interest, at any time and the amount
      of principal so prepaid shall be available for further Draws by Borrower during
      the Draw Period to the extent that the prepayment of principal was not required
      under paragraph (c) of this Section 1.

    


    (e) Default
      Interest Rate.
      In the
      event that any payment of principal or interest is not paid within five (5)
      days
      from on the date on which the same is due and payable, such payment shall
      continue as an obligation of the Borrower, and interest thereon from the due
      date of such payment and interest on the entire unpaid balance of the Loan
      shall
      accrue until paid in full at the lesser of (i) fifteen percent (15%) per annum,
      or (ii) the highest interest rate permitted under applicable law (the "Default
      Rate"). From and after the Maturity Date or upon acceleration of the Note,
      the
      entire unpaid principal balance of the Loan with all unpaid
      interest


    
      
        
        

      

      
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    accrued
      thereon, and any and all other fees and charges then due at such maturity,
      shall
      bear interest at the Default Rate. 

    


    (f) Date
      of Payment.
      If the
      date on which a payment of principal or interest on the Loan is due is a day
      other than a Business Day, then payment of such principal or interest need
      not
      be made on such date but may be made on the next succeeding Business
      Day.

    


    (g) Application
      of Payments.
      All
      payments shall be applied first to costs of collection, next to late charges
      or
      other sums owing Lender, next to accrued interest, and then to principal, or
      in
      such other order or proportion as Lender, in its sole discretion, may
      determine.

    


    (h) Currency.
      All
      payments shall be made in United States Dollars.

    


    2. Events
      of Default.
      The
      following shall constitute Events of Default: (a) the default of Borrower in
      the
      payment of any interest or principal due under this Note or the Credit Agreement
      or any other Note arising under the Credit Agreement; (b) the failure of
      Borrower to perform or observe any other term or provision of this Note, or
      any
      other Note arising under the Credit Agreement, or any term, provision, covenant,
      or agreement in the Credit Agreement or any other Loan Document; (c) any act,
      omission, or other event that constitutes an "Event of Default" under the Credit
      Agreement; (d) any representation or warranty of Borrower contained in the
      Credit Agreement or in any other Loan Document, or in any certificate delivered
      by Borrower pursuant to the Credit Agreement or any other Loan Document, is
      false or incorrect in any material respect when made or given; (e) Borrower
      becoming the subject of any order for relief in a proceeding under any Debtor
      Relief Law (as defined below); (f) Borrower making an assignment for the benefit
      of creditors; other than repayment of the Loan, in whole or in part, to Lenders;
      (g) Borrower applying for or consenting to the appointment of any receiver,
      trustee, custodian, conservator, liquidator, rehabilitator, or similar officer
      for it or for all or any part of its property or assets; (h) the appointment
      of
      any receiver, trustee, custodian, conservator, liquidator, rehabilitator, or
      similar officer for Borrower, or for all or any part of the property or assets
      of Borrower, without the application or consent Borrower, if such appointment
      continues undischarged or unstayed for sixty (60) calendar days; (i) Borrower
      instituting or consenting to any proceeding under any Debtor Relief Law with
      respect to Borrower or all or any part of its property or assets, or the
      institution of any similar case or proceeding without the consent of Borrower,
      if such case or proceeding continues undismissed or unstayed for sixty (60)
      calendar days; (j) the dissolution or liquidation of Borrower, or the winding-up
      of the business or affairs of Borrower; (k) the taking of any action by Borrower
      to initiate any of the actions described in clauses (e) through (j) of this
      paragraph; (l) the issuance or levy of any judgment, writ, warrant of attachment
      or execution or similar process against all or any material part of the property
      or assets of Borrower if such process is not released, vacated or fully bonded
      within sixty (60) calendar days after its issue or levy; or (m) any breach
      or
      default by Borrower under any loan agreement, promissory note, or other
      instrument evidencing indebtedness payable to a third party. As used in this
      Note, the term "Debtor Relief Law" means the Bankruptcy Code of the United
      States of America, as amended, or any other applicable liquidation,
      conservatorship, bankruptcy, moratorium, rearrangement, receivership,
      insolvency, reorganization, or similar debtor relief law affecting the rights
      of
      creditors generally.


    
      
        
        

      

      
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    3. Remedies
      On Default.
      Upon
      the occurrence of an Event of Default, at Lender's option, all unpaid principal
      and accrued interest, and all other amounts payable under this Note shall become
      immediately due and payable without presentment, demand, notice of non-payment,
      protest, or notice of non-payment. Lender also shall have all other rights,
      powers, and remedies available under the Credit Agreement and any other Loan
      Document, or accorded by law or at equity. All rights, powers, and remedies
      of
      Lender may be exercised at any time by Lender and from time to time after the
      occurrence of an Event of Default. All rights, powers, and remedies of Lender
      in
      connection with this Note and any other Loan Document are cumulative and not
      exclusive and shall be in addition to any other rights, powers, or remedies
      provided by law or equity.

    


    4. 
      Miscellaneous.

    


    (a) Borrower
      and all guarantors and endorsers of this Note severally waive (i) presentment,
      demand, protest, notice of dishonor, and all other notices; (ii) any release
      or
      discharge arising from any extension of time, discharge of a prior party,
      release of any or all of the security for this Note, and (iii) any other cause
      of release or discharge other than actual payment in full of all indebtedness
      evidenced by or arising under this Note. 

    


    (b) No
      delay
      or omission of Lender to exercise any right, whether before or after an Event
      of
      Default, shall impair any such right or shall be construed to be a waiver of
      any
      right or default, and the acceptance of any past-due amount at any time by
      the
      Lender shall not be deemed to be a waiver of the right to require prompt payment
      when due of any other amounts then or thereafter due and payable. The Lender
      shall not be deemed, by any act or omission, to have waived any of Lender's
      rights or remedies under this Note unless such waiver is in writing and signed
      by Lender and then only to the extent specifically set forth in such writing.
      A
      waiver with reference to one event shall not be construed as continuing or
      as a
      bar to or waiver of any right or remedy as to a subsequent event. 

    


    (c) Lender
      may accept, indorse, present for payment, and negotiate checks marked "payment
      in full" or with words of similar effect without waiving Lender's right to
      collect from Borrower the full amount owed by Borrower.

    


    (d) Time
      is of the essence under this Note.
      Upon any
      Event of Default, the Lender may exercise all rights and remedies provided
      for
      in this Note and by law, including, but not limited to, the right to immediate
      payment in full of this Note. 

    


    (e) The
      rights and remedies of the Lender as provided in this Note, in the Credit
      Agreement, and in the Security Agreement and in law or equity, shall be
      cumulative and concurrent, and may be pursued singularly, successively, or
      together at the sole discretion of the Lender, and may be exercised as often
      as
      occasion therefor shall occur; and the failure to exercise any such right or
      remedy shall in no event be construed as a waiver or a release of any such
      right
      or remedy.


    
      
        
        

      

      
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    (f) It
      is
      expressly agreed that if this Note is referred to an attorney or if suit is
      brought to collect this Note or any amount due under this Note, or to enforce
      or
      protect any rights conferred upon Lender by this Note then Borrower promises
      and
      agrees to pay on demand all costs, including without limitation, reasonable
      attorneys' fees, incurred by Lender in the enforcement of Lender's rights and
      remedies under this Note, and such other agreements. 

    


    (g) The
      terms, covenants, and conditions contained in this Note shall be binding upon
      the heirs, executors, administrators, successors, and assigns of Borrower,
      and
      each of them, and shall inure to the benefit of the heirs, executors,
      administrators, successors and assigns of Lender.

    


    (h) This
      Note
      shall be construed under and governed by the laws of the State of California
      without regard to conflicts of law. 

    


    (i) No
      provision of this Note shall be construed or so operate as to require the
      Borrower to pay interest at a greater rate than the maximum allowed by
      applicable state or federal law. Should any interest or other charges paid
      or
      payable by the Borrower in connection with this Note or the Loan result in
      the
      computation or earning of interest in excess of the maximum allowed by
      applicable state or federal law, then any and all such excess shall be and
      the
      same is hereby waived by Lender, and any and all such excess paid shall be
      credited automatically against and in reduction of the outstanding principal
      balance due of the Loan, and the portion of said excess which exceeds such
      principal balance shall be paid by Lender to the Borrower.

    


    BORROWER:  BIOTIME,
      INC.

    


    By
      _____________________________________________

    Title
      ___________________________________________

    


    By
      _____________________________________________

    Title
      ___________________________________________

     

     

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