First Amended and Restated Revolving Line of Credit Agreement, dated October
      17, 2007


    Exhibit
      10.1

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    FIRST
      AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

    


    by
      and
      among

    


    BIOTIME,
      INC.

    as
      “Borrower”

    


    and

    


    ALFRED
      D.
      KINGSLEY, GEORGE KARFUNKEL,

    RICHARD
      LOWISH, and BROADWOOD PARTNERS, LP

    as
      “Lenders”

    


    


    


    


    


    


    


    Dated
      as
      of October 17, 2007

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    TABLE
      OF CONTENTS

    


    
      	
              1.

            	
              General
                Definitions. 

            	
              1

            


    

    


    
      	
              2.

            	
              Draws
                and Disbursements.

            	
              2

            


    

    


    
      	
              3.

            	
              Terms
                of Payment.

            	
              4

            


    

    


    
      	
              4.

            	
              Shares.

            	
              5

            


    

    


    
      	
              5.

            	
              Events
                of Default.

            	
              5

            


    

    


    
      	
              6.

            	
              Representations
                and Warranties of Borrower.

            	
              6

            


    

    


    
      	
              7.

            	
              Affirmative
                Covenants.

            	
              8

            


    

    


    
      	
              8.

            	
              Maximum
                Permitted Interest.

            	
              9

            


    

    


    
      	
              9.

            	
              Governing
                Law.

            	
              9

            


    

    


    
      	
              10.

            	
              Successors
                and Assigns.

            	
              10

            


    

    


    
      	
              11.

            	
              Entire
                Agreement; Amendment.

            	
              10

            


    

    


    
      	
              12.

            	
              Survival.

            	
              10

            


    

    


    
      	
              13.

            	
              Notices.

            	
              10

            


    

    


    
      	
              14.

            	
              Delays
                and Omissions.

            	
              11

            


    

    


    
      	
              15.

            	
              Rules
                of Construction.

            	
              11

            


    

    


    
      	
              16.

            	
              Counterparts.

            	
              12

            


    

    


    
      	
              17.

            	
              Investment
                Representations.

            	
              12

            


    

    


    
      	
              18.

            	
              Registration
                Rights. 

            	
              13

            


    

    


    
      	
              19.

            	
              Legends.

            	
              14

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    FIRST
      AMENDED AND RESTATED REVOLVING LINE OF CREDIT
      AGREEMENT



    This
      First Amended and Restated Revolving Line of Credit Agreement (“Credit
      Agreement”) is made and entered into as of October 17, 2007, by and among Alfred
      D. Kingsley, George Karfunkel, Richard Lowish, and Broadwood Partners, L.P.
      (each a “Lender,” and collectively “Lenders”), and BioTime, Inc., a California
      corporation (“Borrower”), and amends and restates that certain Revolving Line of
      Credit Agreement dated April 12, 2006.

    


    RECITALS

    


    Borrower
      has requested a credit facility consisting of a revolving line of credit, and
      Lenders are willing to make the requested credit facility to Borrower, but
      only
      upon the terms, and subject to the conditions, contained herein.

    


    AGREEMENT

    


    Now,
      therefore, in consideration of the premises and the mutual covenants hereinafter
      contained, the parties hereto agree as follows:

    


    1. General
      Definitions.
      The
      following words shall have the following meanings:

    


    1.1 “Business
      Day”
      means
      any day that is not a Saturday, a Sunday, or a day on which banks are required,
      or permitted, to be closed in the State of New York.

    


    1.2 “Credit
      Facility”
      means
      the right of Borrower to borrow up to $1,000,000 from Lenders under the terms
      and conditions of this Credit Agreement and the Note.

    


    1.3 “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.

    


    1.4 “Earmarked
      Funds”
      means
      funds received by Borrower through (i) the sale of capital stock, (ii) loans
      from other lenders, or (iii) funds in excess of $1,000,000 received by Borrower
      through the collection of license fees, signing fees, milestone fees, or similar
      fees (excluding royalties) under any other present or future agreement pursuant
      to which Borrower grants one or more licenses to use Borrower’s patents or
      technology.

    


    1.5 “Event
      of Default”
      or
“Events
      of Default”
      means
      any of the events specified in Section 5. 

    


    1.6 “Loan”
      means
      the loans made by Lenders to Borrower pursuant to this Credit Agreement, and
      evidenced by the Note.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

                                 
      1.7 “Loan
      Documents”
      means
      this Credit Agreement, the Note, and the Security Agreement, and all other
      agreements, instruments, and documents in favor of a Lender, now or hereafter
      executed by or on behalf of Borrower and delivered to a Lender in connection
      with this Credit Agreement or in connection with any of the transactions
      contemplated hereby.

    


    1.8 “Maturity
      Date”
      means
      the earlier of (i) April 30, 2008, and (ii) such date on which Borrower shall
      have received an aggregate of $2,000,000 through (A) the sale of capital stock,
      (B) the collection of license fees, signing fees, milestone fees, or similar
      fees (excluding royalties) in excess of $1,000,000 under any present or future
      agreement pursuant to which Borrower grants one or more licenses to use
      Borrower’s patents or technology, (C) funds borrowed from other lenders, or (D)
      any combination of sources under clauses (A) through (C). 

    


    1.9 “Note”
      means
      (a) each Amended and Restated Credit Note, dated April 12, 2006, in the form
      attached as EXHIBIT A-1, evidencing the amount of the Loan previously advanced
      by certain Lenders, and (b) each Revolving Credit Note, of even date, in the
      form attached as EXHIBIT A-2, evidencing the amount of the Loan from each
      Lender, to be executed concurrently with this Credit Agreement.

    


    1.10 “Security
      Agreement”
      means
      that certain Amended and Restated Security Agreement of even date among Borrower
      and Lenders pursuant to which Borrower is granting Lenders a first priority
      perfected security interest in certain specified collateral to secure Borrower’s
      obligations under this Agreement and the Note.

    


    1.11 “Shares”
      means
      common shares, no par value, of the Borrower.

    


    2. Draws
      and Disbursements.

    


    2.1 Maximum
      Loan Amount.
      On the
      terms and conditions set forth in this Credit Agreement, Lenders shall make
      available to Borrower the Credit Facility, as a revolving line of credit in
      a
      principal amount not to exceed at any one time One Million Dollars ($1,000,000),
      less all amounts of principal prepaid or required to be prepaid under Section
      3.2.1 of this Credit Agreement (the “Maximum Loan Amount”). Each Lender shall be
      severally, and not jointly and severally, obligated to lend the amount shown
      on
      Schedule I.

    


    2.2 Draw
      Period.
      Borrower
      may request from Lenders advances of funds (“Draws”) under the Credit Facility
      from the date of this Agreement until April 30, 2008 (the “Draw Period”). As
      amounts drawn by Borrower hereunder are repaid, they may be reborrowed subject
      to the terms and conditions of this Credit Agreement; provided, that at no
      time
      shall the aggregate principal amount of Loan outstanding under this Credit
      Agreement exceed the Maximum Loan Amount. The Draw Period may be terminated
      by
      Borrower at any time by written notice to Lenders. Subject to the terms and
      conditions of this Credit Agreement, and provided that no Event of Default
      has
      occurred, Lenders shall make advances to Borrower upon request as provided
      in
      this Section 2. 


    
      
        
        

      

      
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    Upon
      the
      occurrence of an Event of, one of Lenders’ remedies includes Lenders’ right to
      terminate the Draw Period and Borrower’s right to make Draws under this Credit
      Agreement. 

    


    2.3 Increments.
      Draws
      must be in increments of not less than One Hundred Thousand Dollars ($100,000),
      or the remaining amount available under the Credit Facility, whichever is less.
      Each Lender shall advance a portion of each Draw such that, immediately after
      funding the Draw, the total outstanding principal amount of the Loan funded
      by
      each Lender shall be in proportion to their respective loan commitments shown
      on
      Schedule I.

    


    2.4 Use
      of Funds.
      All
      funds borrowed under this Credit Agreement will be used as working capital
      to
      pay Borrower’s expenses arising in the ordinary course of business.

    


    2.5 Disbursement
      Procedures.

    


    2.5.1 Borrower
      hereby appoints the Chief Executive Officer, each member of its Office of the
      President, and the Chief Financial Officer as the officers authorized to make
      Draws under this Credit Agreement during the Draw Period. Any one of such
      officers (the “Authorized Officers”) is authorized to make Draws. Lender, at its
      sole option, may require that all requests for Loan funds be in writing, signed
      by an Authorized Officer, in a form acceptable to Lenders. Facsimile documents
      may be accepted by Lenders as originals. Any Draw by an Authorized Officer
      shall
      constitute an ongoing representation and warranty by Borrower that at the time
      of request for or payment of any Draw no Event of Default has
      occurred.

    


    2.5.2 Draws
      shall be paid according to the Authorized Officer’s instructions, except that
      checks representing Loan funds shall always be made payable to Borrower, and
      wire transfers shall only be permitted if Borrower has authorized payment into
      the account into which the funds are to be deposited. The appointment of the
      above-named Authorized Officer(s) shall remain in full force and effect until
      written notice of revocation of appointment signed by the Chief Executive
      Officer or Chief Financial Officer of Borrower has been received by
      Lender.

    


    2.5.3 Lenders
      shall advance Loan funds available under the Credit Facility in accordance
      with
      Borrower’s Draws within four (4) Business Days after the receipt of the
      Draw.

    


    2.5.4 Each
      Draw
      shall be accompanied by the certificates required by Section 2.6.

    


    2.5.5 Borrower
      shall indemnify and hold Lenders harmless from loss or liability of any kind
      arising from or related to any action or inaction taken by Lenders in good
      faith
      in reliance upon instructions received from any Authorized Officer.

    


    2.6 Conditions
      Precedent.
      The
      following conditions must be satisfied before Lenders shall be obligated to
      disburse any Loan to Borrower pursuant to a Draw:


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    2.6.1 Due
      execution.
      Lenders
      shall have received duly executed originals of this Credit Agreement and all
      other Loan Documents.

    


    2.6.2 Approvals.
      Lenders
      shall have received evidence satisfactory to them that all consents and
      approvals which are necessary for, or required as a condition of, the validity
      and enforceability of this Credit Agreement and all other Loan Documents have
      been obtained and are in full force and effect.

    


    2.6.3 Representations
      and Warranties Correct.
      All of
      Borrower’s representations and warranties contained in this Credit Agreement and
      in any other Loan Document shall be true and correct in all material respects
      on
      the date the Loan funds are disbursed, and Borrower shall have delivered to
      Lenders a certificate executed by an Authorized Officer to such
      effect.

    


    2.6.4 No
      Event of Default.
      No Event
      of Default shall have occurred, and Borrower shall have delivered to Lenders
      a
      certificate executed by an Authorized Officer to such effect.

    


    2.6.5 Independent
      Verification.
      Borrower
      must provide for Lenders’ review and acceptance such documentation as may be
      required by Lenders to ensure Borrower is in compliance with the terms and
      conditions of this Credit Agreement, including, without limitation, resolutions
      of Borrower’s board of directors or a duly constituted and authorized committee
      thereof, certified by the secretary or an assistant secretary of the
      corporation, authorizing the execution and delivery of this Agreement and the
      other Loan Documents and performance of Borrower’s obligations hereunder and
      thereunder.

    


    2.6.6 Shares.
      Prior to
      the initial Draw under this Credit Agreement, Borrower must have issued the
      Shares to Lenders as described in Section 4 of this Credit
      Agreement.

    


    2.6.7 Closing
      Costs.
      Borrower
      must have paid all attorneys’ fees (not to exceed $2,500 for all Lenders in the
      aggregate) incurred by Lenders in connection with the preparation, execution,
      and delivery of the Loan Documents, and all reports and notices required to
      be
      filed by Lenders or their respective affiliates under the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”), in connection with this Agreement
      and Lenders’ receipt of the Shares.

    


    2.7 Amended
      Promissory Notes.
      Except
      for such Notes as may be paid in full upon the Maturity Date, each original
      Note
      dated April 12, 2006 (“Original Note”) shall be exchanged for an amended Note in
      the form of EXHIBIT A-1. Each Lender holding an Original Note shall tender
      their
      Original Note for an amended Note. Until such time an Original Note
      is


    
      
        
        

      

      
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    tendered
      to Borrower and an amended Note is delivered to the Lender in exchange, the
      Original Note shall be deemed to include all of the terms set forth in EXHIBIT
      A-1. 

    


    3. Terms
      of Payment.

    


    3.1 Interest.
      Interest
      shall accrue and be payable at the rate of (a) 10% per annum on the outstanding
      principal balance of the Loan through October 31, 2007, and (b) 12% per annum
      on
      the outstanding principal balance of the Loan from October 31, 2007 until the
      Maturity Date or any earlier date on which the principal balance is paid in
      full. Interest shall accrue from the date of each disbursement of principal
      pursuant to a Draw. Accrued interest shall be paid with principal on the
      Maturity Date. 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.

    


    3.2 Payment
      of Principal.
      The
      outstanding principal balance of the Loan, together with accrued interest,
      shall
      be paid in full on the Maturity Date.

    


    3.2.1 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. 

    


    3.3 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 Section 3.2.1.

    


    3.4 Default
      Interest Rate; Late Payment Charge.
      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 accrued
      thereon, and any and all other fees and charges then due at such maturity,
      shall
      bear interest at the Default Rate. 

    


    3.5 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.

    


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


    
      
        
        

      

      
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    3.7 Currency.
      All
      payments shall be made in United States Dollars.

    


    4. Shares.
      As
      consideration for Lenders making the Credit Facility available to Borrower,
      Borrower has issued 33,333 Shares to Lenders who were parties to this Agreement
      on April 12, 2006. As consideration for Lenders making the amended Credit
      Facility available to Borrower, Borrower shall issue and deliver to Lenders
      one
      Share for each five dollars of the Loan commitment of the Lender shown on
      Schedule I. No fractional Shares shall be issued.

    


    5. 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 Credit Agreement or the
      Note
      held by any Lender; (b) the failure of Borrower to perform or observe any other
      term or provision of, or covenant, agreement, or obligation under, this Credit
      Agreement or any other Loan Document; (c) any act, omission, or other event
      that
      constitutes an “Event of Default” under the Note or the Security Agreement; (d)
      any representation or warranty of Borrower contained in this Credit Agreement
      or
      in any other Loan Document, or in any certificate delivered by Borrower pursuant
      to this 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; (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. 

    


    5.1 Remedies
      On Default.1.6Remedies
      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 to Lender under this Credit
      Facility and any other Loan Document shall become immediately due and payable
      without presentment, demand, notice of non-payment, protest, or notice of
      non-payment, provided that no notice or demand shall be required if the Event
      of
      Default is a proceeding under any Debtor Relief Law. Each Lender also shall
      have
      all other rights, powers, and remedies available under this Credit Agreement
      and
      the Note or any other Loan Document, or accorded by law or at equity.
      All


    
      
        
        

      

      
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    rights,
      powers, and remedies of a Lender may be exercised at any time by the Lender
      and
      from time to time after the occurrence of an Event of Default. All rights,
      powers, and remedies of a Lender in connection with this Credit Agreement and
      the Note and any Loan Document are cumulative and not exclusive and shall be
      in
      addition to any other rights, powers, or remedies provided by law or equity.
      

    


    6. Representations
      and Warranties of Borrower.
      Borrower
      represents and warrants to Lenders the following:

    


    6.1 Organization;
      Capitalization.
      Borrower
      is a corporation duly organized, validly existing and in good standing under the
      laws of the state of California and has all requisite corporate power and
      authority to own its property and to carry on its business as now being
      conducted. 

    


    6.2 Authority;
      Enforceability.
      Borrower
      has the power and authority to execute and deliver this Credit Agreement and
      each of the other Loan Documents, and to perform all of Borrower’s obligations
      under this Credit Agreement and the other Loan Documents. This Credit Agreement
      and each of the other Loan Agreements has been duly authorized by, and is the
      valid and binding agreement and obligation of, Borrower, enforceable in
      accordance with its respective terms, except to the extent limited by any
      bankruptcy, insolvency, or similar law affecting the rights of creditors
      generally. There are no corporate, contractual, statutory, regulatory, judicial,
      or other restrictions of any kind upon the power and authority of Borrower
      to
      execute and deliver this Credit Agreement or any other Loan Document, and to
      consummate the transactions contemplated by this Credit Agreement and the other
      Loan Documents, including, without limitation: (a) the payment of all principal
      and interest that may become due on the Loan; and (b) the issuance of the
      Shares. No action, approval or consent by, or notice to or filing with, any
      federal, state, municipal or other governmental department, commission, agency,
      regulatory authority, or court is necessary to make this Credit Agreement or
      the
      other Loan Documents the valid agreements binding upon Borrower in accordance
      with their respective terms, or to consummate the transactions contemplated
      by
      this Credit Agreement and the other Loan Documents.

    


    6.3 No
      Conflict.
      The
      execution and delivery of this Credit Agreement and the other Loan Documents,
      and the consummation of the transactions contemplated by this Credit Agreement
      and the other Loan Documents, do not and will not (a) violate any provisions
      of
      (i) any rule, regulation, statute, or law, or (ii) the terms of any order,
      writ
      or decree of any court or judicial or regulatory authority or body, or (iii)
      the
      Articles of Incorporation or Bylaws of Borrower, and (b) conflict with or result
      in a breach of any condition or provision or constitute a default under or
      pursuant to the terms of any contract, mortgage, lien, lease, agreement,
      debenture or instrument to which Borrower or any Subsidiary is a party, or
      which
      is or purports to be binding upon Borrower, any Subsidiary, or upon any of
      their
      respective properties, and (c) result in the creation or imposition of any
      lien,
      charge or encumbrance upon any of the assets or properties of Borrower or any
      Subsidiary.


    
      
        
        

      

      
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      6.4 Shares.
      When
      issued pursuant to this Agreement, the Shares will be validly issued and
      outstanding, fully paid and non-assessable.

    


    6.5 Accuracy
      of Information.
      Borrower
      has delivered to Lenders a copy of its annual report on Form 10-KSB for the
      fiscal year ended December 31, 2006, and quarterly reports on Form 10-QSB for
      the fiscal quarter and six months ended June 30, 2007, and all Current Reports
      on Form 8-K filed by Borrower since June 30, 2007 (the “Disclosure Documents”).
      The financial statements contained in the Disclosure Documents were prepared
      in
      accordance with generally accepted accounting principles, consistently applied,
      and accurately reflect the financial condition and results of operations of
      Borrower at and as of the dates reported. All financial information and other
      information contained in the Disclosure Documents was true and correct in all
      material respects when such reports were filed under the Exchange Act.


    


    6.6 Taxes.
      Borrower
      has filed when due all federal, state and local income tax returns and has
      filed
      when due all other returns with respect to taxes which are required to be filed
      with the Internal Revenue Service and the appropriate authorities of the
      jurisdictions where business is transacted by them. All items and entries
      provided for or reflected in such returns are correct and are made on a proper
      basis. All amounts, if any, required to be paid, as shown on such returns,
      have
      been paid. None of such tax returns has been audited. There are no suits,
      actions, claims, or investigations, inquiries or proceedings now pending against
      Borrower in respect of taxes, governmental charges or assessments, nor are
      there
      any matters under discussion with any governmental authority relating to taxes,
      governmental charges or assessments asserted by any such authority.


    


    6.7 Litigation.
      Except
      as disclosed in the Disclosure Documents, there are no lawsuits, arbitration
      proceedings, administrative proceedings, actions or claims pending or threatened
      against Borrower. No fine, penalty or other sanction has been imposed by any
      federal, state, local or municipal court, judicial, administrative or regulatory
      body or authority against Borrower. There is no outstanding order, writ,
      injunction or degree of any court, administrative agency or governmental body
      or
      arbitration tribunal against or affecting Borrower or any of its respective
      properties, assets, business or prospects.

    


    7. Affirmative
      Covenants.
      During
      the Draw Period, and until such time as the entire principal balance and accrued
      interest on the Loan, and all other amounts payable by Borrower under this
      Credit Agreement or any other Loan Document have been paid in full, Borrower
      shall comply with the following covenants and agreements:

    


    7.1 Furnish
      Information.
      Borrower
      will, at any Lender’s request, furnish information to Lender relating to
      Borrower’s business and financial affairs and permit Lender to examine
      Borrower’s books and records.


    
      
        
        

      

      
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      7.2 Comply
      with Terms and Conditions.
      Borrower will comply with all terms and conditions of all other Loan
      Documents.

    


    7.3 Financial
      Reports.
      Borrower will file with the Securities and Exchange Commission, when due, all
      quarterly reports, annual reports, current reports, and other documents required
      pursuant to the Exchange Act. 

    


    7.4 Limitation
      on Dividends and Other Distributions by Borrower.
      Borrower shall not declare or pay any dividend or other distribution of cash,
      other property (excluding shares of capital stock and options, warrants or
      other
      rights to acquire capital stock or stock purchase warrants of Borrower), or
      evidences of indebtedness, on account of or with respect to any shares of
      capital stock.

    


    7.5 Insurance.
      Borrower will, and will cause its Subsidiaries, to maintain insurance with
      responsible carriers against such risks and in such amounts as is customarily
      carried by similar businesses with such deductible as are customarily carried
      by
      similar businesses of similar size, including, without limitation, property
      and
      casualty loss, workers’ compensation and interruption of business
      insurance.

    


    7.6 Fees
      and Charges of Attorneys and Others.1.9Fees
      and Charges of Attorneys and Others.
      In the
      event that a Lender employs attorneys, accountants, appraisers, consultants,
      or
      other professional assistance, excluding the services of any such person who
      is
      a direct employee of a Lender, in connection with any of the following, then,
      the reasonable amount of costs, expenses, and fees incurred by the Lender shall
      be payable on demand. A Lender may, at its option, add the amount of such costs,
      expenses, and reasonable fees to the principal amount of the Loan. A Lender
      thereafter may charge interest on such amount at the interest rate then
      applicable to the principal. Costs, expenses, and reasonable fees of
      professionals covered by this provision include such charges for the
      following:

    


    7.7 The
      preparation, modification, or renewal of this Credit Agreement and the Note,
      or
      any other documentation incident to the loan transaction;

    


    7.8 Any
      litigation, dispute, proceeding or action, whether instituted by Lender,
      Borrower, or any other person, relating to the Note or this Agreement, including
      representation of Lender in any bankruptcy, insolvency, or reorganization case
      or proceeding instituted by or against Borrower, and any attempt by Lender
      to
      enforce any rights against Borrower;

    


    7.9 In
      the
      event of bankruptcy or insolvency proceedings (whether state or federal)
      instituted by or against Borrower or involving the Borrower or Property of
      the
      Borrower, the Lender may recover all costs, expenses, and reasonable attorney
      fees incurred to protect or defend Lender’s rights under the Note, and other
      documents underlying the loan transactions whether such costs, expenses, and
      attorney fees be contractual or bankruptcy related, including costs, expenses,
      and attorney fees for meetings, sessions, matters, proceedings and litigation
      involving issues solely


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    distinct
      to federal bankruptcy law, rules and proceedings as well as other federal and
      state litigation and proceedings;

    


    7.10 The
      inspection, verification, protection, collection, processing, sale, liquidation,
      or disposition of security given for the Note;

    


    7.11 The
      preparation and filing of all reports required to be filed by Lender under
      the
      Exchange Act during the term of this Credit Agreement in connection with the
      ownership, acquisition, or disposition of theShares, or other equity securities
      issued by Borrower.

    


    8. Maximum
      Permitted Interest.
      No
      provision of this Credit Agreement or any other Loan Document, or any
      transaction related thereto, 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 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.

    


    9. Governing
      Law.
      This
      Credit Agreement shall be construed and governed in all respects by the laws
      of
      the State of California.

    


    10. Successors
      and Assigns.
      The
      provisions of this Credit Agreement shall inure to the benefit of, and be
      binding upon, the respective successors, assigns, heirs, executors and
      administrators of Borrower and Lenders.

    


    11. Entire
      Agreement; Amendment.
      This
      Credit Agreement and the other Loan Documents constitute the full and entire
      understanding and agreement among the parties with regard to the subject matter
      thereof. This Credit Agreement and any term of this Credit Agreement may be
      amended, waived, discharged or terminated only by a written instrument signed
      by
      the party to be charged.

    


    12. Survival.
      Borrower’s representations and warranties contained in this Credit Agreement
      shall survive the funding of each Draw and any investigation made by any party
      until the Loan is repaid in full.

    


    13. Notices.
      All
      notices and other communications required or permitted to be given pursuant
      to
      this Agreement shall be in writing and shall be deemed given four (4) days
      after
      being deposited in the United States mail, certified postage prepaid, return
      receipt requested, or when delivered by hand, by messenger or express air
      freight service, in any case addressed to the Lenders at their respective
      addresses shown on Schedule I, or to Borrower as follows:


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    


    BioTime,
      Inc.

    6121
      Hollis Street

    Emeryville,
      California 94608

    Attention:
      Steven Seinberg, Chief Financial Officer

    FAX:
      (510) 350-2948

    


    with
      a
      copy to:

    Richard
      S. Soroko, Esq.

    Lippenberger,
      Thompson, Welch, Soroko & Gilbert LLP

    201
      Tamal
      Vista, Blvd.

    Corte
      Madera, California 94925

    


    Any
      party
      may change its address for the purpose of this Section 13 by giving notice
      to
      each other party in accordance with this Section 13.

    


    14. Delays
      and Omissions.
      No delay
      or omission to exercise any right, power, or remedy accruing to a Lender, upon
      any breach or default of Borrower under this Credit Agreement or any other
      Loan
      Document, shall impair any such right, power, or remedy of the Lender, nor
      shall
      it be construed to be a waiver of, or an acquiescence in, any such breach or
      default or any similar breach or default thereafter occurring; nor shall any
      waiver of any single breach or default be deemed a waiver of any other breach
      or
      default theretofore or thereafter occurring. Any waiver, permit, consent, or
      approval of any kind or character on the part of a Lender of any breach or
      default by Borrower under this Credit Agreement or any other Loan Document,
      or
      any waiver of any provisions or conditions of this Credit Agreement or any
      other
      Loan Document by a Lender, must be made in writing, and shall be effective
      only
      to the extent specifically set forth in such writing. All remedies either under
      this Agreement or by law and otherwise afforded to any party shall be cumulative
      and not alternative.

    


    


    15. Rules
      of Construction.

    


    15.1 Titles
      and Subtitles.
      The
      titles or headings of the Sections and paragraphs of this Credit Agreement
      are
      for convenience of reference only and are not to be considered in construing
      this Credit Agreement.

    


    15.2 Singular;
      Plural.
      Whenever
      appropriate in this Agreement, terms in the singular form shall include the
      plural (and vice versa) and any gender form shall include all
      others.

    


    15.3 Section
      Headings.
      Section
      headings are for the convenience of the parties and do not form a part of this
      Agreement.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

                                 
      15.4 Sections
      and Other References.
      References in this Agreement to sections, paragraphs, and exhibits are
      references to articles, sections, and paragraphs in this Agreement and schedules
      and exhibits attached to this Agreement unless specified otherwise.

    


    15.5 Severability.1.18Severability.
      If one
      or more provisions of this Credit Agreement are held to be unenforceable under
      applicable law, each such unenforceable provision shall be excluded from this
      Credit Agreement and the balance of this Credit Agreement shall be interpreted
      as if each such unenforceable provision were so excluded, and the balance of
      this Credit Agreement as so interpreted shall be enforceable in accordance
      with
      its terms.

    


    16. Counterparts.
      This
      Credit Agreement may be executed in any number of counterparts, each of which
      shall be an original, but all of which together shall constitute one instrument.
      

    


    17. Investment
      Representations.
      Each
      Lender represents and warrants to Borrower that:

    


    17.1 Lender
      is
      relying on the information provided in the Disclosure Documents or otherwise
      communicated to Lender in writing by Borrower. Lender has not relied on any
      statement or representations inconsistent with those contained in the Disclosure
      Documents. Lender has had a reasonable opportunity to ask questions of and
      receive answers from the executive officers and directors of Borrower, or one
      or
      more of its officers, concerning Borrower and to obtain additional information,
      to the extent possessed or obtainable without unreasonable effort or expense,
      necessary to verify the information in the Disclosure Documents. All such
      questions have been answered to Lender’s satisfaction;

    


    17.2 Lender
      understands that the Shares are being offered and sold without registration
      under the Securities Act of 1933, as amended (the “Act”) or qualification under
      the California Corporate Securities Law of 1968, or under the laws of other
      states, in reliance upon the exemptions from such registration and qualification
      requirements for non-public offerings. Lender acknowledges and understands
      that
      the availability of the aforesaid exemptions depends in part upon the accuracy
      of certain of the representations, declarations and warranties contained herein,
      which Lender hereby makes with the intent that they may be relied upon by
      Borrower and its officers and directors in determining Lender’s suitability to
      acquire the Shares. Lender understands and acknowledges that no federal, state
      or other agency has reviewed or endorsed the offering of the Shares or made
      any
      finding or determination as to the fairness of the offering or completeness
      of
      the information in the Disclosure Documents;

    


    17.3 Lender
      understands that the Shares may not be offered, sold, or transferred in any
      manner unless subsequently registered under the Act, or unless there is an
      exemption from such registration available for such offer, sale or
      transfer;


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

                                 
      17.4 
      Lender
      has such knowledge and experience in financial and business matters to enable
      Lender to utilize the information contained in the Disclosure Documents, or
      otherwise made available to Lender to evaluate the merits and risks of an
      investment in the Shares and to make an informed investment decision with
      respect thereto.

    


    17.5 Lender
      is
      acquiring the Shares solely for Lender’s own account and for long-term
      investment purposes, and not with a view to, or for sale in connection with,
      any
      distribution of the Shares; and

    


    17.6 Lender
      is
      an “accredited investor,” as such term is defined in Regulation D promulgated
      under the Act.

    


    18. Registration
      Rights. 

    


    18.1 
      Borrower
      agrees, at its expense, upon written request from the Lenders, to use
      commercially reasonable efforts to register under the Act, the Shares and to
      take such other actions as may be necessary to allow the Shares to be freely
      tradable, without restrictions, in compliance with all regulatory requirements.
      A written request for registration shall specify the quantity of the Shares
      intended to be sold, the plan of distribution and the identity of the sellers,
      which may include the Lender and assignees of its rights hereunder
      (collectively, “Selling Securities Holders”), and whether the registration shall
      be pursuant to an underwritten public offering or a “shelf’ registration
      pursuant to Rule 415 (or similar rule that may be adopted by the Securities
      and
      Exchange Commission). Borrower shall not be obligated to file more than two
      such
      registration statements, other than registration statements on Form S-3.
      Borrower shall use commercially reasonable efforts keep such registration
      statements effective for a period of at least nine months, except that
      registration statements on Form S-3 shall be kept effective for at least three
      years (or such lesser period as the parties may agree, but in no event beyond
      the completion of the distribution or distributions being made pursuant
      thereto). Borrower shall utilize Form S-3 if it qualifies for such use. Borrower
      shall make all filings required with respect to the registration statements
      and
      will use commercially reasonable efforts to cause such filings to become
      effective, so that the Shares being registered shall be registered or qualified
      for sale under the securities or blue sky laws of such jurisdictions as shall
      be
      reasonably appropriate for distribution of the Shares covered by the
      registration statement. Borrower will furnish to the Selling Securities Holders
      such numbers of copies of a prospectus, including a preliminary prospectus,
      in
      conformity with the requirements of the Act and such other related documents
      as
      the Selling Securities Holders may reasonably request in order to effect the
      sale of the Shares. To effect any offering pursuant to a registration statement
      under this Section, Borrower shall enter into an agreement containing customary
      representations and warranties, and indemnification and contribution provisions,
      all for the benefit of Selling Securities Holders, and, in the case of an
      underwritten public offering. an underwriting agreement with an investment
      banking firm selected by the Lender and reasonably acceptable to Borrower,
      containing such customary representations and warranties, and indemnification
      and contribution provisions Borrower shall have no obligation to make any cash
      settlement or payment to the Lenders or any holder of Shares or to issue any
      additional Shares in the event that Borrower is unable to effect
      or


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    maintain
      in effect the registration of the Shares under the Act or any state securities
      law despite Borrower’s commercially reasonable efforts so to do.

    


    18.2 If,
      at
      any time, Borrower proposes to register any of its securities under the Act
      (otherwise than pursuant to Section 18.1 above or on a Form S-8 if such form
      cannot be used for registration of the Shares pursuant to its terms), Borrower
      shall, as promptly as practicable, give written notice to the Lender. Borrower
      shall include in such registration statement the Shares proposed to be sold
      by
      the Selling Securities Holders. Notwithstanding the foregoing, if the offering
      of Borrower’s securities is to be made through underwriters, Borrower shall not
      be required to include the Shares if and to the extent that the managing
      underwriter reasonably believes in good faith that such inclusion would
      materially adversely affect such offering unless the Selling Securities Holders
      agree to postpone their sales until 10 days after the distribution is completed.
      

    


    18.3 Borrower
      shall pay the cost of the registration statements filed pursuant to this
      Agreement, including without limitation all registration and filing fees, fees
      and expenses of compliance with securities or blue sky laws (including counsel’s
      fees and expenses in connection therewith), printing expenses, messenger and
      delivery expenses, internal expenses of Borrower, listing fees and expenses,
      and
      fees and expenses of Borrower’s counsel, independent accountants and other
      persons retained or employed by Borrower. Selling Securities Holders shall
      pay
      any underwriters discounts applicable to the Shares. 

    


    19. Legends.
      The
      Shares issued pursuant to this Agreement shall bear an appropriate legend,
      conspicuously disclosing the restrictions on transfer under the Act until the
      same are registered for sale under the Act. Borrower agrees that upon the sale
      of the Shares pursuant to a registration statement or an exemption, upon the
      presentation of the certificates containing such a legend to it’s transfer
      agent, it will remove such legend. Borrower further agrees to remove the legend
      at such time as registration under the Act shall no longer be required.



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first above written.

    


    


    BORROWER: 

    


    BIOTIME,
      INC.

    


    


    By     
      /s/ Michael D.
      West                                                      
       

    


    


    Title   CEO                             
                                                       
         

    


    


    By     
      /s/ Judith
      Segall                                                                           
                                                                           


    


    


    Title 
      VP & Secretary; Member, Office of the
      President              


    


    LENDERS: 

    


        
         /s/ Alfred D.
      Kingsley                                                              
 

    Alfred
      D.
      Kingsley

    


    


          
      /s/ George
      Karfunkel                                         
                         

    George
      Karfunkel

    


    


    


          
      /s/ Richard
      Lowish                                                                       

    Richard
      Lowish


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    Broadwood
      Partners, L.P.

    


    By:
      Broadwood Capital, Inc., General Partner of Broadwood Partners,
      L.P.

    


    


    By:  
      /s/ Neal C.
      Bradsher                   
 

    Neal
      C.
      Bradsher, President

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    


    Name
      and Address

    Of
      Lender      Amount
      of Loan Commitment

    


    
      Alfred
        D.
        Kingsley                                                                     
$250,000

      150
        East
        57th
        Street,
        Suite 24E

      New
        York,
        NY 10022

      FAX:
        (212) 207-3901

      


      George
        Karfunkel                                                                      
$250,000

      59
        Maiden
        Lane

      New
        York,
        NY 10038

      FAX
        (212)
        921-8340

      


      Richard
        Lowish                                                                          
$250,000

      85
        Elm
        Grove Road

      Barnes
        SW13 OBX, London

      England

      FAX
        011-44-207-929-3994

      


      Broadwood
        Partners,
        L.P.                                                         
$250,000

      724
        Fifth
        Avenue

      9th
        Floor

      New
        York,
        NY 10019

      FAX:
        (212) 508-5756


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


     

     

     

    


     

    EXHIBIT
      A-1

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AMENDED
      AND RESTATED REVOLVING CREDIT NOTE

     

     

    $100,000                                                                                                                                                                                                      
      April
      12,
      2006

    


    FOR
      VALUE
      RECEIVED, the undersigned, BioTime, Inc., a California corporation (“Borrower”)
      hereby promises to pay to the order of ___________("Lender") the principal
      sum
      of ONE HUNDRED THOUSAND ($100,000) 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 __, 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
      Amended and Restated 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 (a) 10% per annum on the outstanding
      principal balance of the Loan through October 31, 2007, and (b) 12% per annum
      on
      the outstanding principal balance of the Loan from October 31, 2007 until the
      Maturity Date or such earlier date on which the principal balance is paid in
      full. 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 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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    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.

    


    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. 


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    (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.

    


    (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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    EXHIBIT
      A-2

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    REVOLVING
      CREDIT NOTE

     

     

    $___________                                                                                                                                                                                          October
      __, 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 __, 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

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    acceleration
      of the Note, the entire unpaid principal balance of the Loan with all unpaid
      interest 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 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     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.

    


    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.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     


    (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.

    


    (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
      ___________________________________________

     

     

                                                                                                            
      4