REVOLVING LINE OF CREDIT AGREEMENT

Exhibit 10.22

REVOLVING LINE OF CREDIT AGREEMENT

by and between

BIOTIME, INC.
as “Borrower”

and

ALFRED D. KINGSLEY, CYNDEL & CO., INC., AND GEORGE KARFUNKEL
as “Lenders”

Dated as of April 12, 2006

TABLE OF CONTENTS

REVOLVING LINE OF CREDIT AGREEMENT

     This Revolving Line of Credit Agreement (“Credit Agreement”) is made and entered into as of April 12, 2006, by and between Alfred D. Kingsley, Cyndel & Co., Inc. and George Karfunkel (each a “Lender,” and collectively “Lenders”), and BioTime, Inc., a California corporation (“Borrower”).

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 $500,000 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.

           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) October 31, 2007, and (ii) such date on which Borrower shall have received an aggregate of $600,000 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 each promissory note, of even date, in the form attached as EXHIBIT A, evidencing the amount of the Loan from each Lender, to be executed concurrently with this Credit Agreement.

           1.10 “Security Agreement” means that certain Security Agreement of even date among Borrower and Lender pursuant to which Borrower is granting Lender 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 Five Hundred Thousand Dollars ($500,000), 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 One Hundred Sixty-Six Thousand Six Hundred Sixty-Six Dollars and Sixty-Seven Cents ($166,666.67) of the Maximum Loan Amount.

           2.2 Draw Period. Borrower may request from Lenders advances of funds (“Draws”) under the Credit Facility from the date of this Agreement until October 31, 2007 (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 Loans 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. 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 one-half of each Draw.

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

      2.5 Disbursement Procedures.

                2.5.1 Borrower hereby appoints 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 Loan funds to Borrower pursuant to a Draw:

                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.

                2.6.7 Closing Costs. Borrower must have paid all attorneys’ fees (not to exceed $10,000 for all Lenders in the aggregate) incurred by Lenders in connection 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.

      3. Terms of Payment.

           3.1 Interest. Interest shall accrue and be payable at the rate of 10% 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 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.

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

      4. Shares. As consideration for Lenders making the Credit Faculty available to Borrower, Borrower will issue and deliver to each Lender 33,333 Shares. 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 either 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 misleading 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; (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 (f) 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. Upon the occurrence of an Event of Default, at Lender’s option, all