CONVERTIBLE PROMISSORY NOTE

Exhibit 10.9

CONVERTIBLE PROMISSORY NOTE

$600,000 PLUS INTEREST DUE & PAYABLE

DOCUMENT A-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  Demand.  Upon notice by holder, this Note is payable on Demand at any time from and after 180 days from the Effective Date.

1.2  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.

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.  The Holder will have the right at its election from and after 180 days from 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 10:30 am 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.

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 stock at a price or exercise price or conversion price (a “Subsequent Share Price”), as the case may be,

that is less than the conversion price or subsequent conversion formula result set forth in Section 2.2, then the conversion price set forth in Section 2.2. shall be automatically adjusted to equal the Subsequent Share Price.  Circumstances that are exempt from adjustment as set forth in this Section 2.4 include:

(a) options to employees, officers, directors or consultants pursuant to any stock or option plan currently in effect or hereafter duly adopted by a majority of the non- employee members of the board of directors of the Borrower or a majority of the members of a committee of non-employee directors established for such purpose, provided that the exercise price of such options shall not be less than the Conversion Price on the trading day immediately prior to the grant of such option,

(b) securities issued upon the exercise or conversion of any securities, convertible securities, options or warrants issued and outstanding on the date of this Note, or any agreements to issue the same in existence as of the date of this Note, and

(c) securities issued pursuant to acquisitions or strategic transactions, provided any such issuance shall only be made in connection with a transaction involving a person or entity which is, itself or through its subsidiaries, an operating company in a business synergistic with the business of the Borrower and in which the Borrower receives benefits in addition to the investment of funds, but shall not include a transaction in which the Borrower is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities.

2.5  Reservation of Shares.  As of the issuance date of this Note and for the remaining period during which the conversion right exists, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Note.  The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  The Borrower agrees that its issuance of this Note constitutes full authority to its officers, agents and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares of Common Stock upon the conversion of this Note.

2.6  Delivery of Conversion Shares.  Shares from any such conversion will be delivered to Holder within 2 (two) business days of conversion notice delivery (see 3.1) via 10:30 am priority overnight delivery service (see “Share Delivery” attachment).  If those shares are not delivered in accordance with this timeframe stated in this Section 2.6, at any time for any reason prior to offering those shares for sale in a private transaction or in the public market through its broker, Holder may rescind that particular conversion to have the conversion amount returned to the note balance with the conversion shares returned to the Borrower.

ARTICLE 3 MISCELLANEOUS

3.1  Notices.  Any notice required or permitted hereunder must be in writing and either personally served, sent by facsimile or email transmission, or sent by overnight courier.  Notices will be deemed effectively delivered at the time of transmission if by facsimile or email, and if by overnight courier the business day after such notice is deposited with the courier service for delivery.

3.2  Amendment Provision.  The term “Note” and all reference thereto, as used throughout this instrument, means this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

3.3  Assignability.  This Note will be binding upon th