ADVANCED CELL TECHNOLOGY, INC. BRIDGE NOTE

Exhibit 10.7

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON REGISTRATION EXEMPTIONS AVAILABLE THEREUNDER. AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS OR UNLESS A RESALE EXEMPTION UNDER SUCH LAWS EXISTS.

ADVANCED CELL TECHNOLOGY, INC.

BRIDGE NOTE

1.                                        Promise to Pay .  FOR VALUE RECEIVED, the undersigned, ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (referred to alternatively as the “ Maker ” or the “ Company ”), promises to pay to the Shapiro Family Trust Dated September 25, 1989 or its assigns (the “ Noteholder ”), at such place as the Noteholder hereof shall notify the Maker in writing the principal amount of up to

SEVENTY Thousand Dollars ($70,000)

or so much of that sum as may be advanced and outstanding under this Convertible Promissory Note (this “ Note ”).  This Note evidences a loan (the “ Loan ”) from the Noteholder to the Maker. Advances under this Note shall be added to the principal amount of the Loan, as and when made, as reflected in the Advance Schedule attached hereto as Exhibit A.  Each payment under this Note shall be credited against principal.  All amounts payable under this Note shall be paid in lawful money of the United States of America during normal business hours on a business day, in immediately available funds.  A Member of the Noteholder on behalf of the Noteholder shall advance the Maker the sum of Seventy Thousand Dollars ($70,000.00) upon execution of this Note.

2.                                        Principal .  All outstanding principal and all accrued and unpaid interest and all other amounts owed hereunder (the “ Outstanding Balance ”), unless earlier converted pursuant to the terms described herein, shall be due and payable in one lump sum on April 7th, 2008 (the “ Maturity Date ”) unless the Note has earlier been paid.

3.                                        Permitted Uses .  The proceeds of the Loan may be used only for payment of Permitted Expenses, as defined herein. As used herein, the term Permitted Expenses means reasonable and customary operating expenses and capital expenditures related to the ongoing operation of the Maker.

4.                                        Interest . (a) The principal sum outstanding from time to time under this Note shall bear interest at a rate equal to NINE percent (9%) per annum.

5.                                        ENTITLEMENT OF THE NOTEHOLDER . Upon funding of the Note, the Noteholder will have fulfilled any obligation however defined of purchasing the Purchaser’s Pro Rata Share in the Next Financing The Noteholder will be entitled to all rights and privileges given to any other Purchaser in the Next Financing including the exercise of anti-dilution protection, reset of any conversion price of any existing debentures and warrants owned by the Noteholder at the date of the closing of the Next Financing, and issuance of warrants under the same terms and conditions as if the investment had been converted into that financing round.

6.                                        SECURITY : With the funding of this Note and until full repayment is made, this note will rank pari pasu with the 2005, 2006 and 2007 Debentures which are the most senior obligations of the company.

7.                                        Representations and Warranties .  As an inducement to the Noteholder to make the Loan, the Maker represents and warrants to the Noteholder that:

(a)                                   The Maker is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware. The Maker (i) has the corporate power and authority and the legal right to own and operate its property and to conduct business in the manner in which it does and proposes so to do, and (ii) is in compliance in all material respects with all requirements of law and contractual obligations.

(b)                                  The Maker has the corporate power and authority and the legal right to execute, deliver and perform this Note and has taken all necessary corporate action to authorize the execution, delivery and performance of this Note. This Note has been duly executed and delivered on behalf of the Maker and constitutes the legal, valid and binding obligation of the Maker enforceable against the Maker in accordance with its t