CONVERTIBLE PROMISSORY NOTE

Exhibit 10.10

CONVERTIBLE PROMISSORY NOTE
$1,200,000 PLUS INTEREST DUE & PAYABLE
DOCUMENT B-02152008

THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.

FOR VALUE RECEIVED, on the Effective Date, as defined below, Advanced Cell Technology Inc. as Obligor (“Borrower,” or “Obligor”), hereby promises to pay to the Lender (“Lender” or “ Holder”), as defined below, the Principal Sum, as defined below, along with the Interest Rate, as defined below, according to the terms herein

ARTICLE 1 PAYMENT-RELATED PROVISIONS

1.1. Interest Rate. Subject to the Holder’s right to convert, interest payable on this Note will accrue interest at the Interest Rate and shall be applied to the Principal Sum.

1.2. Prepayment Terms. Prepayment is permitted as set forth under the follow options. For the first 150 days after the Effective Date, the maximum prepayment amount is $500,000 as set forth below. From and after the 150 ^th day from the Effective Date, prepayment may be made in full as set forth below.

(a) Prepayment By Cash or Other Negotiated Form. Prepayment is permitted at any time by payment in the form of either of the following: (1) cash, or (2) other negotiated form of payment mutually agreed to in writing. In this event, the original issue discount of $200,000 and the one-time interest charge of $60,000 will be struck from the principal balance of this Note.

(b) Prepayment By Surrender of Document C-02152008. Prepayment is permitted by surrender of the Secured & Collatetalized Promissory Note Document C-02152008, as set forth below.

(i)    Prior to Holder Making Payments To Document C-02152008, Prepayment by surrender of Document C-02152008 is permitted at any time prior to Holder making payment towards the outstanding balance of Document C-02152008. In this event, this Document B-02152008 original issue discount of $200,000 and the one-time interest charge of $60,000 will be struck from the principal balance of this Note Document B-02152008. Concurrently, all interest charges and all other charges will be struck from Document C-02152008.

(ii)   After Holder Making Payments To Document C-02152008. Prepayment by surrender of Document C-02152008 is permitted at any time after Holder making payment towards the outstanding balance of Document C-02152008. In this event, the remaining original issue discount premium (OIDP) will be proportionately adjusted for this Document B-02152008 at the rate of 20%, and the remaining one-time interest charge will be proportionately adjusted at the rate of 10%. The remaining balance is payable in cash or convertible into stock as set forth in this agreement. This prepayment scenario is demonstrated in the attached Prepayment Adjustment Example.

ARTICLE 2 CONVERSION RIGHTS

The Holder will have the right to convert the Principal Sum and accrued interest under this Note into Shares of the Borrower’s Common Stock as set forth below.

2.1 Conversion Rights and Cashless Exercise.  Subject to the terms set forth in Section 2.7, the Holder will have the right at its election from and after the Effective Date, and then at any time, to convert all or part of the outstanding and unpaid Principal Sum and accrued interest into shares of fully paid and nonassessable shares of common stock of Advanced Cell Technology Inc. (as such stock exists on the date of issuance of this Note, or any shares of capital stock of Advanced Cell Technology Inc.  into which such stock is hereafter changed or

reclassified, the “Common Stock”) as per the Conversion Formula set forth in Section 2.2. Any such conversion shall be cashless, and shall not require further payment from Holder. Unless otherwise agreed in writing by both the Borrower and the Holder, at no time will the Holder convert any amount of the Note into common stock that would result in the Holder owning more than 4.99% of the common stock outstanding of Advanced Cell Technology Inc. Shares from any such conversion will be delivered to Holder within 2 (two) business days of conversion notice delivery (see 3.1) via 10:30am priority overnight delivery service (see Section 2.6)

2.2. Conversion Formula. The number of shares issued through conversion is the conversion amount divided by the conversion price.

# Shares = Conversion Amount

Conversion Price

2.3 This Section 2.3 intentionally left blank.

2.4. Adjustment Upon Dilutive Offers, Agreements, or Sales. If the Borrower, at any time while this Note is outstanding, enters into an agreement under which it issues or agrees to issue either its common stock, options, or warrants to purchase or convert to its common