REVOLVING LINE OF CREDIT AGREEMENT



                                 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.  General Definitions...................................................1



2.  Draws and Disbursements...............................................2



3.  Terms of Payment......................................................4



4.  Warrant...............................................................5



5.  Events of Default.....................................................5



6.  Remedies On Default...................................................6



7.  Representations and Warranties of Borrower............................6



8.  Affirmative Covenants.................................................8



9.  Fees and Charges of Attorneys and Others..............................9



10. Maximum Permitted Interest...........................................10



11. Governing Law........................................................10



12. Successors and Assigns...............................................10



13. Entire Agreement; Amendment..........................................10



14. Survival.............................................................10



15. Notices..............................................................10



16. Delays and Omissions.................................................11



17. Rules of Construction................................................11



18. Severability.........................................................11



19. Counterparts.........................................................12



                                        i



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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. 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 $300,000 from Lender 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 "Event of Default" or "Events of Default" means any of the

events specified in Section 5, 19.



                  1.5 "Loan" means the loans made by Lender to Borrower pursuant

to this Credit Agreement, and evidenced by the Note.



                  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.



                  1.7  "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



                                        1



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Borrower's  Exclusive  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).



                  1.8 "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.



                  1.9 "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.



         2. Draws and Disbursements.



                  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").



                  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.



                  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.



                  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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         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

been received by Lender.



                           2.5.3 Lender 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  Lender

harmless  from loss or  liability  of any kind  arising  from or  related to any

action or inaction  taken by Lender in good faith in reliance upon  instructions

received from any Authorized Officer.



         2.6 Conditions  Precedent.  The following  conditions must be satisfied

before Lender shall be obligated to disburse Loan funds to Borrower  pursuant to

a Draw:



                           2.6.1 Due execution.  Lender shall have received duly

originals of this Credit Agreement and all other Loan Documents.



                           2.6.2 Approvals.  Lender shall have received evidence

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