by and between



                                  BIOTIME, INC.

                                  as "Borrower"



                                       and



                               ALFRED D. KINGSLEY

                                   as "Lender"















                           Dated as of March 27, 2002





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                                TABLE OF CONTENTS



1.1.1      GENERAL DEFINITIONS.............................................1

1.2        DRAWS AND DISBURSEMENTS.........................................2

1.3        TERMS OF PAYMENT................................................4

1.4        WARRANT.........................................................5

1.5        EVENTS OF DEFAULT...............................................5

1.6        REMEDIES ON DEFAULT.............................................6

1.7        REPRESENTATIONS AND WARRANTIES OF BORROWER......................6

1.8        AFFIRMATIVE COVENANTS...........................................8

1.9        FEES AND CHARGES OF ATTORNEYS AND OTHERS........................9

1.10       MAXIMUM PERMITTED INTEREST.....................................10

1.11       GOVERNING LAW..................................................10

1.12       SUCCESSORS AND ASSIGNS.........................................10

1.13       ENTIRE AGREEMENT; AMENDMENT....................................10

1.14       SURVIVAL.......................................................10

1.15       NOTICES........................................................10

1.16       DELAYS AND OMISSIONS...........................................11

1.17       RULES OF CONSTRUCTION..........................................11

1.18       SEVERABILITY...................................................11

1.19       COUNTERPARTS...................................................12









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                       REVOLVING LINE OF CREDIT AGREEMENT



           This Revolving Line of Credit Agreement ("Credit Agreement") is made

and entered into as of March 27, 2002, by and between Alfred D. Kingsley

("Lender"), and BioTime, Inc., a California corporation ("Borrower").



                                    RECITALS



Borrower has requested a credit facility consisting of a revolving line of

credit, and Lender is 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:



           1.1.1. GENERAL DEFINITIONS. The following words shall have the

following meanings:



                     1.1.1 "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.



                     1.1.2 "CREDIT FACILITY" means the right of Borrower to

borrow up to $300,000 from Lender under the terms and conditions of this Credit

Agreement and the Note.



                     1.1.3 "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.



                     1.1.4 "EVENT OF DEFAULT" or "EVENTS OF DEFAULT" means any

of the events specified in Section 5.



                     1.1.5 "LOAN" means the loans made by Lender to Borrower

pursuant to this Credit Agreement, and evidenced by the Note.



                     1.1.6 "LOAN DOCUMENTS" means this Credit Agreement, the

Note, the Warrant Agreement, and all other agreements, instruments, and

documents in favor of Lender, now or hereafter executed by or on behalf of

Borrower and delivered to Lender in connection with this Credit Agreement or in

connection with any of the transactions contemplated hereby.



                     1.1.7 "MATURITY DATE" means the earlier of (i) March 31,

2003, 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 under Borrower's Exclusive





                                       1

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License Agreement with Abbott Laboratories or under any other 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).



                     1.1.8 "NOTE" means the promissory note, of even date, in

the form attached as EXHIBIT A, evidencing the Loan to be executed concurrently

with this Credit Agreement.



                     1.1.9 "WARRANT" means the stock purchase warrant issued

under the Warrant Agreement attached as EXHIBIT B, entitling the holder thereof

to purchase common shares of the Borrower.



           1.2 DRAWS AND DISBURSEMENTS.



                     1.2.1 MAXIMUM LOAN AMOUNT. On the terms and conditions set

forth in this Credit Agreement, Lender 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 Three Hundred Thousand Dollars ($300,000), less all

amounts of principal prepaid or required to be prepaid under Section 3.2.1 of

this Credit Agreement (the "Maximum Loan Amount").



                     1.2.2 DRAW PERIOD. Borrower may request from Lender

advances of funds ("Draws") under the Credit Facility from the date of this

Agreement until March 1, 2003 (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 Lender. Subject to the terms and conditions of this Credit

Agreement, and provided that no Event of Default has occurred, Lender shall make

advances to Borrower upon request as provided in this Section 2. Upon the

occurrence of an Event of, one of Lender's remedies includes Lender's right to

terminate the Draw Period and Borrower's right to make Draws under this Credit

Agreement.



                     1.2.3 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.



                     1.2.4 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

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           1.2.5 DISBURSEMENT PROCEDURES.



                     2.5.1 Borrower hereby appoints its Chief Executive Officer,

President, and 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 Lender. Facsimile documents may be

accepted by Lender 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

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