BIOTIME INC
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>f83711exv10w20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.20


The Securities represented by this certificate have not been registered under
the Securities Act of 1933 and are restricted securities within the meaning
thereof. Such securities may not be sold or transferred except pursuant to a
Registration Statement under such Act which is effective and current with
respect to such securities or pursuant to an opinion of counsel reasonably
satisfactory to the issuer of such securities that such sale or transfer is
exempt from the registration requirements of such Act.


               WARRANT FOR THE PURCHASE OF SHARES OF COMMON SHARES

No. LT-1
Shares 129,695

        FOR VALUE RECEIVED, BioTime, Inc. the "Company"), a California
corporation, hereby certifies that Ladenburg Thalmann & Co. Inc., or its
permitted assigns are entitled to purchase from the Company, at any time or from
time to time commencing August 12, 2002, and prior to 5:00 p.m., New York City
time then current, on August 11, 2007, 129,695 fully paid and non-assessable
common shares, no par value, of the Company at the purchase price of $1,34 per
share. (Hereinafter, (i) said common shares, together with any other equity
securities which may be issued by the Company with respect thereto or in
substitution therefor, are referred to as the "Common Stock," (ii) the shares of
the Common Stock purchasable hereunder are referred to as the "Warrant Shares,"
(iii) the aggregate purchase price payable hereunder for the Warrant Shares is
referred to as the "Aggregate Warrant Price," (iv) the price payable hereunder
for each of the shares of the Warrant Shares is referred to as the "Per Share
Warrant Price" and (v) this warrant and all warrants hereafter issued in
exchange or substitution for this warrant are referred to as the "Warrants.")
The Aggregate Warrant Price is not subject to adjustment. The Per Share Warrant
Price is subject to adjustment as hereinafter provided; in the event of any such
adjustment, the number of Warrant Shares shall be adjusted by dividing the
Aggregate Warrant Price by the Per Share Warrant Price in effect immediately
after such adjustment.

1.   Exercise of Warrant.

     This Warrant may be exercised, in whole at any time or in part from time to
     time, commencing August 12, 2002 (the "Commencement Date"), and prior to
     5:00 p.m., New York City time then current, on August 11, 2007 (the
     "Expiration Date"), by the holder of this Warrant (the "Holder") by the
     surrender of this Warrant (with the subscription form at the end hereof
     duly executed) at the address set forth in Subsection 10(a) hereof,
     together with proper payment of the Aggregate Warrant Price, or the
     proportionate part thereof if this Warrant is exercised in part. Payment
     for the Warrant Shares shall be made by certified or official bank check,
     payable to the order of the Company. If this Warrant is exercised in part,
     this Warrant must be exercised for a number of whole shares of the Common
     Stock, and if this Warrant is exercised in part prior to the Expiration
     Date, the Holder is entitled to receive a new Warrant covering the number
     of Warrant Shares and Warrant Price in respect of which this Warrant has
     not been exercised. Upon such exercise and surrender of this Warrant, the
     Company will (i) issue a certificate or certificates in the name of the
     Holder for the number of whole shares of the Common Stock to which the
     Holder shall be entitled and, if this Warrant is exercised in whole, in
     lieu of any fractional share of the Common Stock to which the





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     Holder shall be entitled, pay cash equal to the fair value of such
     fractional share (determined in such reasonable manner as the Board of
     Directors of the Company shall determine), and (ii) deliver the other
     securities and properties receivable upon the exercise of this Warrant, or
     the proportionate part thereof if this Warrant is exercised in part,
     pursuant to the provisions of this Warrant.

2.   Reservation of Warrant Shares.

     The Company agrees that, prior to the expiration of this Warrant, the
     Company will at all times have authorized and in reserve, and will keep
     available, solely for issuance or delivery upon the exercise of this
     Warrant, such number of shares of the Common Stock and such amount of other
     securities and properties as from time to time shall be deliverable to the
     Holder upon the exercise of this Warrant, free and clear of all
     restrictions on sale or transfer (except such as may be imposed under
     applicable federal and state securities laws) and free and clear of all
     preemptive rights and all other rights to purchase securities of the
     Company.

3.   Protection Against Dilution.

     (a) If, at any time or from time to time after the date of this Warrant,
     the Company shall distribute to the holders of its outstanding Common
     Stock, (i) securities, other than shares of Common Stock, or (ii) property,
     other than cash dividends paid in conformity with past practice, without
     payment therefor, with respect to Common Stock, then, and in each such
     case, the Holder, upon the exercise of this Warrant, shall be entitled to
     receive the securities and property which the Holder would have held on the
     date of such exercise if, on the date of this Warrant, the Holder had been
     the holder of record of the number of shares of the Common Stock subscribed
     for upon such exercise and, during the period from the date of this Warrant
     to and including the date of such exercise, had retained such shares and
     the securities and properties receivable by the Holder during such period.

     (b) If, at any time or from time to time after the date of this Warrant,
     the Company shall (i) pay a dividend or make a distribution on its capital
     stock in shares of Common Stock, (ii) subdivide its outstanding shares of
     Common Stock into a greater number of shares, (iii) combine its outstanding
     shares of Common Stock into a smaller number of shares or (iv) issue by
     reclassification of its Common Stock any shares of capital stock of the
     Company, the Per Share Warrant Price in effect immediately prior to such
     action shall be adjusted so that the Holder of any Warrant thereafter
     exercised shall be entitled to receive the number of shares of Common Stock
     or other capital stock of the Company which he would have owned or been
     entitled to received immediately following the happening of any of the
     events described above had such Warrant been exercised immediately prior
     thereto. An adjustment made pursuant to this (b) shall become effective
     immediately after the record date in the case of a dividend or distribution
     and shall become effective immediately after the effective date in the case
     of a subdivision, combination or reclassification. If, as a result of an
     adjustment made pursuant to this (b), the holder of any Warrant thereafter
     surrendered for exercise shall become entitled to receive shares of two or
     more classes of capital stock or shares of Common Stock and other capital
     stock of the Company, the Board of Directors (whose determination shall be
     conclusive and shall be described in a written notice to the Holder
     of any Warrant promptly after such adjustment) shall determine the
     allocation of the adjusted





                                       2
<PAGE>
     Per Share Warrant Price between or among shares of such classes or capital
     stock or shares of Common Stock and other capital stock.

     (c) In case of any consolidation or merger to which the Company is a party
     other than a merger or consolidation in which the Company is the continuing
     corporation, or in case of any sale or conveyance of the property of the
     Company as an entirety or substantially as an entirety to another entity,
     or in the case of any statutory exchange of securities with another entity
     (including any exchange effectuated in connection with a merger of any
     other corporation with the Company), the Holder of this Warrant shall have
     the right thereafter to convert this Warrant into, or to exchange this
     Warrant for, a Warrant of like tenor to purchase the kind and amount of
     securities, cash or other property which he would have owned or have been
     entitled to receive immediately after such consolidation, merger, statutory
     exchange, sale or conveyance had this Warrant been exercised immediately
     prior to the effective date of such consolidation, merger, statutory
     exchange, sale or conveyance and in any such case, if necessary,
     appropriate adjustment shall be made in the application of the provisions
     set forth in this Section 3 with respect to the rights and interests
     thereafter of the Holder of this Warrant to the end that the provisions set
     forth in this Section 3 shall thereafter correspondingly be made
     applicable, as nearly as may reasonably be, in relation to any shares of
     stock or other securities or property thereafter deliverable on the
     exercise of this Warrant. The above provisions of this 3(f) shall similarly
     apply to successive consolidations, mergers, statutory exchanges, sales or
     conveyances. Notice of any such consolidation, merger, statutory exchange,
     sale or conveyance, and of said provisions so proposed to be made, shall be
     mailed to the Holder not less than 20 days prior to such event. A sale of
     all or substantially all of the assets of the Company for a consideration
     consisting primarily of securities shall be deemed a consolidation or
     merger for the foregoing purposes.

     (d) No adjustment in the Per Share Warrant Price shall be required unless
     such adjustment would require an increase or decrease of at least $0.05 per
     share of Common Stock; provided, however, that any adjustments which by
     reason of this paragraph are not required to be made shall be carried
     forward and taken into account in any subsequent adjustment. All
     calculations under this Section 3 shall be made to the nearest cent or to
     the nearest 1/100th of a share, as the case may be. Anything in this
     Section 3 to the contrary notwithstanding, the Company shall be entitled to
     make such reductions in the Per Share Warrant Price, in addition to those
     required by this Section 3, as it in its discretion shall deem to be
     advisable in order that any stock dividend, subdivision of shares or
     distribution of rights to purchase stock or securities convertible or
     exchangeable for stock hereafter made by the Company to its shareholders
     shall not be taxable.

     (e) Whenever the Per Share Warrant Price is adjusted as provided in this
     Section 3 and upon any modification of the rights of the Holder of this
     Warrant in accordance with this Section 3, the Company shall, at its own
     expense, within ten (10) days of such adjustment or modification, deliver
     to the holder of this Warrant a certificate of the Principal Financial
     Officer of the Company setting forth the Per Share Warrant Price and the
     number of Warrant Shares after such adjustment or the effect of such
     modification, a brief statement of the facts requiring such adjustment or
     modification and the manner of computing the same.




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     (f) If the Board of Directors of the Company shall declare any dividend or
     other distribution in cash, securities of any kind (including but not
     limited to options, warrants, or other rights to acquire Common Stock or
     other capital stock of the Company), or other property with respect to the
     Common Stock, other than distributions of cash out of earned surplus, the
     Company shall mail notice thereof to the Holder not less than 10 days prior
     to the record date fixed for determining shareholders entitled to
     participate in such dividend or other distribution.

4.   Fully Paid Stock; Taxes.

     The Company agrees that the shares of the Common Stock represented by each
     and every certificate for Warrant Shares delivered on the exercise of this
     Warrant in accordance with the terms hereof shall, at the time of such
     delivery, be validly issued and outstanding, fully paid and non-assessable
     and not subject to preemptive rights or other contractual rights to
     purchase securities of the Company, and the Company will take all such
     actions as may be necessary to assure that the par value or stated value,
     if any, per share of the Common Stock is at all times equal to or less than
     the then Per Share Warrant Price. The Company further covenants and agrees
     that it will pay, when due and payable, any and all federal and state
     stamp, original issue or similar taxes which may be payable in respect of
     the issue of any Warrant Share or certificate therefor.

5.   Registration Under Securities Act of 1933.

     (a) The Company shall within fifteen business days after the termination of
     the offering of Common Stock in connection with which this Warrant was
     issued (the "Filing Date"), prepare and file a registration statement under
     the Securities Act of 1933 (the "Act") covering all or any of the Warrant
     Shares. The Company will (i) promptly notify the Holder and all other
     registered holders, if any, of other Warrants and/or Warrant Shares that
     such registration statement was filed, (ii) cause such registration
     statement to cover all Warrant Shares which it has been so requested to
     include, (iii) use its best efforts to cause such registration statement to
     become effective as soon as practicable and to remain effective and current
     and (iv) take all other action necessary under any federal or state law or
     regulation of any governmental authority to permit all Warrant Shares which
     it has been so requested to include in such registration statement to be
     sold or otherwise disposed of and will maintain such compliance with each
     such federal and state law and regulation of any governmental authority for
     the period necessary for the Holder and such Holders to effect the proposed
     sale or other disposition; provided, however, that the Company shall not be
     required to file more than two such registration statements. In the event
     that the Registration Statement is not filed with the SEC by the Filing
     Date or does not become effect or is not maintained effective for the
     period required, then the Holder shall have the right, until the
     Registration Statement is so filed or becomes effective, to convert this
     Warrant (without the payment of the Warrant Price) into a number of Warrant
     Shares equal to the product of (x) the excess of the market price of the
     Common Stock on the date of surrender of the Warrant and the exercise
     subscription form over the Per Share Warrant Price and (y) the number of
     shares subject to issuance upon exercise of the Warrant, divided by the
     market price of the Common Stock on such date




                                       4
<PAGE>

     (b) The Company agrees that if, at any time, and from time to time, the
     Board of Directors of the Company shall authorize the filing of a
     registration statement under the Act in connection with the proposed offer
     of any of its securities by it or any of its shareholders, other than a
     registration statement on Form S-8 or other form for an employee stock
     option, stock purchase, or other employee benefit plan, or on Form S-4 or
     any other form in connection with any merger, acquisition, consolidation,
     or reorganization, and otherwise than pursuant to Section 5(a) of this
     Warrant any such registration statement shall be deemed a Subsequent
     Registration Statement" and the Company will (i) promptly notify the Holder
     and all other registered Holders, if any, of other Warrants and/or Warrant
     Shares that such Subsequent Registration Statement will be filed and that
     the Warrant Shares which are then held, and/or which may be acquired upon
     the exercise of the Warrants, by the Holder and such Holders will be
     included in such Subsequent Registration Statement at the Holder's and such
     Holders' request, (ii) cause such Subsequent Registration Statement to
     cover all Warrant Shares which it has been so requested to include, and
     (iii) take all other action necessary under any federal or state law or
     regulation of any governmental authority to permit all Warrant Shares which
     it has been so requested to include in such Subsequent Registration
     Statement to be sold or otherwise disposed of and will maintain such
     compliance with each such federal and state law and regulation of any
     governmental authority for the period necessary for the Holder and such
     Holders to effect the proposed sale or other disposition. Notwithstanding
     the foregoing, if the offering of the Company's securities is to be made
     through underwriters, (a) the Company shall not be required to include in
     the Subsequent Registration Statement any Warrant Shares if and to the
     extent that the managing underwriter determines that such inclusion would
     adversely affect such offering or would result in a reduction of the amount
     of securities to be sold for the account of the Company, and (b) all
     Holders proposing to include their Warrant Shares in such Subsequent
     Registration Statement shall enter into an underwriting agreement in
     customary form with the underwriter or underwriters selected for
     underwriting by the Company, and if any holder of Warrant Shares
     disapproves of the terms of any such underwriting, such holder may elect to
     withdraw therefrom by written notice to the Company and the underwriter.
     Any Warrant Shares excluded or withdrawn from such underwriting shall be
     withdrawn from such registration.

     (c) Whenever the Company is required pursuant to the provisions of this
     Section 5 to include Warrant Shares in a registration statement, the
     Company shall (i) furnish each Holder of any such Warrant Shares and each
     underwriter of such Warrant Shares with such copies of the prospectus,
     including the preliminary prospectus, conforming to the Act in order to
     facilitate the sale or distribution of the Warrant Shares, (ii) use its
     best efforts to register or qualify such Warrant Shares under the blue sky
     laws (to the extent applicable) of such jurisdiction or jurisdictions as
     the Holders of any such Warrant Shares and each underwriter of Warrant
     Shares being sold by such Holders shall reasonably request and (iii) take
     such other actions as may be reasonably necessary or advisable to enable
     such Holders and such underwriters to consummate the sale or distribution
     in such jurisdiction or jurisdictions in which such Holders shall have
     reasonably requested that the Warrant Shares be sold.

     (d) The Company shall pay all expenses incurred in connection with any
     registration or other action pursuant to the provisions of this Section,
     including the attorneys' fees and expenses of the Holder(s) of the Warrant
     Shares covered by such registration incurred in connection with such
     registration or other action, other than underwriting discounts or




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<PAGE>


     other broker-dealer commissions and fees and applicable transfer taxes
     relating to the Warrant Shares; provided, however, that the Company shall
     not be required to pay any registration expenses if, as a result of the
     withdrawal of a request for registration by holders of Warrant Shares, the
     registration statement does not become effective, in which case the holders
     of Warrant Shares withdrawing a request for registration shall bear such
     registration expenses pro rata on the basis of the number of shares for
     which registration is requested. Notwithstanding any other provision of
     this Warrant to the contrary, in the event any jurisdiction in which
     Warrant Shares shall be qualified imposes a non-waivable requirement that
     expenses incurred in connection with the qualification of the securities be
     borne by selling shareholders, such expenses shall be payable pro rata by
     the selling shareholders; provided that holders of not less than two-thirds
     of the Warrant Shares may elect to exclude such jurisdiction from the
     jurisdictions in which the Warrant Shares are qualified. All selling
     expenses shall be borne by the holders of the securities registered, pro
     rata on the basis of the number of shares registered.

     (e) Each holder of Warrant Shares to be included in any registration
     statement shall furnish to the Company, upon request by the Company, such
     information regarding such holder and the distribution proposed by such
     holder as shall be required to be included in any registration statement,
     prospectus, offering circular or other document in connection with any
     registration, and the Company may exclude from such registration the
     Warrant Shares owned by any holder who fails to provide such information in
     a timely manner.

     (f) The market price of Common Stock shall mean the price of a share of
     Common Stock on the relevant date, determined on the basis of the last
     reported sale price of the Common Stock as reported on the American Stock
     Exchange (the "AMEX") or, if there is no such reported sale on the day in
     question, on the basis of the average of the closing bid and asked
     quotations as so reported, or, if the Common Stock is not listed on the
     AMEX, the last reported sale price of the Common Stock on such other
     national securities exchange or the Nasdaq Stock Market, upon which the
     Common Stock is listed, or, if the Common Stock is not listed on any
     national securities exchange or Nasdaq Stock Market, on the basis of the
     average of the closing bid and asked quotations on the day in question in
     the over-the-counter market as reported by the National Association of
     Securities Dealers' Automated Quotations System, or, if not so quoted, as
     reported by National Quotation Bureau, Incorporated or a similar
     organization.

6.   Indemnification.

     (a) The Company agrees to indemnify and hold harmless each selling holder
     of Warrant Shares and each person who controls any such selling holder
     within the meaning of Section 15 of the Act, and each and all of them, from
     and against any and all losses, claims, damages, liabilities or actions,
     joint or several, to which any selling holder of Warrant Shares or they or
     any of them may become subject under the Act or otherwise and to reimburse
     the persons indemnified as above for any legal or other expenses (including
     the cost of any investigation and preparation) incurred by them in
     connection with any litigation or threatened litigation, whether or not
     resulting in any liability, but only insofar as such losses, claims,
     damages, liabilities or actions arise out of, or are based upon, (i) any
     untrue statement or alleged untrue statement of a material



                                       6
<PAGE>

     fact contained in any registration statement pursuant to which Warrant
     Shares were registered under the Act (hereinafter called a "Registration
     Statement"), any preliminary prospectus, the final prospectus or any
     amendment or supplement thereto (or in any application or document filed in
     connection therewith) or document executed by the Company based upon
     written information furnished by or on behalf of the Company filed in any
     jurisdiction in order to register or qualify the Warrant Shares under the
     securities laws thereof or the omission or alleged omission to state
     therein a material fact required to be stated therein or necessary to make
     the statements therein, in the light of the circumstances under which they
     were made, not misleading, or (ii) the employment by the Company of any
     device, scheme or artifice to defraud, or the engaging by the Company in
     any act, practice or course of business which operates or would operate as
     a fraud or deceit, or any conspiracy with respect thereto, in which the
     Company shall participate, in connection with the issuance and sale of any
     of the of the Warrant Shares; provided, however, that (i) the indemnity
     agreement contained in this (a) shall not extend to any selling holder of
     Warrant Shares in respect of any such losses, claims, damages, liabilities
     or actions arising out of, or based upon, any such untrue statement or
     alleged untrue statement, or any such omission or alleged omission, if such
     statement or omission was based upon and made in conformity with
     information furnished in writing to the Company by a selling holder of
     Warrant Shares specifically for use in connection with the preparation of
     such Registration Statement, any final prospectus, any preliminary
     prospectus or any such amendment or supplement thereto. The Company agrees
     to pay any legal and other expenses for which it is liable under this (a)
     from time to time (but not more frequently than monthly) within 30 days
     after its receipt of a bill therefor.

     (b) Each selling holder of Warrant Shares, severally and not jointly, will
     indemnify and hold harmless the Company, its directors, its officers who
     shall have signed the Registration Statement and each person, if any, who
     controls the Company within the meaning of Section 15 of the Act to the
     same extent as the foregoing indemnity from the Company, but in each case
     to the extent, and only to the extent, that any statement in or omission
     from or alleged omission from such Registration Statement, any final
     prospectus, any preliminary prospectus or any amendment or supplement
     thereto was made in reliance upon information furnished in writing to the
     Company by such selling holder specifically for use in connection with the
     preparation of the Registration Statement, any final prospectus or the
     preliminary prospectus or any such amendment or supplement thereto;
     provided, however, that the obligation of any holder of Warrant Shares to
     indemnify the Company under the provisions of this paragraph (b) shall be
     limited to the product of the number of Warrant Shares being sold by the
     selling holder and the market price of the Common Stock on the date of the
     sale to the public of those Warrant Shares. Each selling holder of Warrant
     Shares agrees to pay any legal and other expenses for which it is liable
     under this paragraph (b) from time to time (but not more frequently than
     monthly) within 30 days after receipt of a bill therefor.

     (c) If any action is brought against a person entitled to indemnification
     pursuant to the foregoing Sections 6 (a) or (b) (an "indemnified party") in
     respect of which indemnity may be sought against a person granting
     indemnification (an "indemnifying party") pursuant to such Sections, such
     indemnified party shall promptly notify such indemnifying party in writing
     of the commencement thereof; but the omission so to notify the indemnifying
     party of any such action shall not release the indemnifying party from any
     liability it may have to such indemnified party otherwise than on account
     of the


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<PAGE>

     indemnity agreement contained in (a) or (b) of this Section 6. In case any
     such action is brought against an indemnified party and it notifies an
     indemnifying party of the commencement thereof, the indemnifying party
     against which a claim is to be made will be entitled to participate therein
     at its own expense and, to the extent that it may wish, to assume at its
     own expense the defense thereof, with counsel reasonably satisfactory to
     such indemnified party; provided, however, that (i) if the defendants in
     any such action include both the indemnified party and the indemnifying
     party and the indemnified party shall have reasonably concluded based upon
     advice of counsel that there may be legal defenses available to it and/or
     other indemnified parties which are different from or additional to those
     available to the indemnifying party, the indemnified party shall have the
     right to select separate counsel to assume such legal defenses and
     otherwise to participate in the defense of such action on behalf of such
     indemnified party or parties and (ii) in any event, the indemnified party
     shall be entitled to have counsel chosen by such indemnified party
     participate in, but not conduct, the defense at the expense of the
     indemnified party. Upon receipt of notice from the indemnifying party to
     such indemnified party of its election so to assume the defense of such
     action and approval by the indemnified party of counsel, the indemnifying
     party will not be liable to such indemnified party under this Section 6 for
     any legal or other expenses subsequently incurred by such indemnified party
     in connection with the defense thereof unless (i) the indemnified party
     shall have employed such counsel in connection with the assumption of legal
     defenses in accordance with proviso (i) to the next preceding sentence (it
     being understood, however, that the indemnifying party shall not be liable
     for the expenses of more than one separate counsel), (ii) the indemnifying
     party shall not have employed counsel reasonably satisfactory to the
     indemnified party to represent the indemnified party within a reasonable
     time after notice of commencement of the action or (iii) the indemnifying
     party has authorized the employment of counsel for the indemnified party at
     the expense of the indemnifying party. An indemnifying party shall not be
     liable for any settlement of any action or proceeding effected without its
     written consent.

     (d) In order to provide for just an equitable contribution in circumstances
     in which the indemnity agreement provided for in (a) of this Section 6 is
     unavailable to a selling holder of Warrant Shares in accordance with its
     terms, the Company and the selling holder of Warrant Shares shall
     contribute to the aggregate losses, claims, damages and liabilities, of the
     nature contemplated by said indemnity agreement, incurred by the Company
     and the selling holder of Warrant Shares, in such proportions as is
     appropriate to reflect the relative benefits received by the Company and
     the selling holder of Warrant Shares from any offering of the Warrant
     Shares; provided, however, that if such allocation is not permitted by
     applicable law or if the indemnified party failed to give the notice
     required under (c) of this Section 6, then the relative fault of the
     Company and the selling holder of Warrant Shares in connection with the
     statements or omissions which resulted in such losses, claims, damages and
     liabilities and other relevant equitable considerations will be considered
     together with such relative benefits.

     (e) The respective indemnity and contribution agreements by the Company and
     the selling holder of Warrant Shares in section (a), (b), (c) and (d) of
     this Section 6 shall remain operative and in full force and effect
     regardless of (i) any investigation made by any selling holder of Warrant
     Shares or by or on behalf of any person who controls such selling holder or
     by the Company or any controlling person of the Company or any director or
     any officer of the company, (ii) payment for any of the Warrant Shares or
     (iii) any termination of this Agreement, and shall survive the delivery of
     the Warrant Shares,



                                       8
<PAGE>

     and any successor of the Company, or of any selling holder of Warrant
     Shares, or of any person who controls the Company or of any selling holder
     of Warrant Shares, as the case may be, shall be entitled to the benefit of
     such respective indemnity and contribution agreements. The respective
     indemnity and contribution agreements by the Company and the selling holder
     of Warrant Shares contained in (a), (b), (c) and (d) of this Section 6
     shall be in addition to any liability which the Company and the selling
     holder of Warrant Shares may otherwise have.

7.   Limitations on Transfer and Exercise.

     (a) This Warrant is not transferable or assignable by the Holder except (i)
     to Ladenburg Thalmann & Co. Inc., any successor firm or corporation of
     Ladenburg Thalmann & Co. Inc. (ii) to any of the officers or employees of
     Ladenburg Thalmann & Co. Inc. or of any such successor firm or (iii) in the
     case of an individual, pursuant to such individual's last will and
     testament or the laws of descent and distribution and is so transferable
     only upon the books of the Company which it shall cause to be maintained
     for the purpose. The Company may treat the registered holder of this
     Warrant as he or it appears on the Company's books at any time as the
     Holder for all purposes. The Company shall permit any holder of a Warrant
     or his duly authorized attorney, upon written request during ordinary
     business hours, to inspect and copy or make extracts from its books showing
     the registered holders of Warrants. All Warrants will be dated the same
     date as this Warrant.

     (b) By acceptance hereof, the Holder represents and warrants that this
     Warrant is being acquired, and all Warrant Shares to be purchased upon the
     exercise of this Warrant will be acquired, by the Holder solely for the
     account of such Holder and not with a view to the fractionalization and
     distribution thereof and will not be sold or transferred except in
     accordance with the applicable provisions of the Act and the rules and
     regulations of the Securities and Exchange Commission promulgated
     thereunder, and the Holder agrees that this Warrant may not be exercised
     and this Warrant and the Warrant Shares may not be sold, pledged,
     hypothecated, or transferred except under a Registration Statement under
     the Act which is effective and current with respect to this Warrant and
     such Warrant Shares or pursuant to an exemption from such registration and
     an opinion, in form and substance reasonably acceptable to the Company's
     counsel, that registration under the Act is not required in connection with
     such exercise, sale, pledge, hypothecation, or transfer. Any Warrant Shares
     issued upon exercise of this Warrant shall bear the following legend:

               "The Securities represented by this certificate have
               not been registered under the Securities Act of 1933
               and are restricted securities within the meaning
               thereof. Such securities may not be sold or transferred
               except pursuant to a Registration Statement under such
               Act which is effective and current with respect to such
               securities or pursuant to an exemption from
               registration and an opinion of counsel reasonably
               satisfactory to the issuer of such securities that such
               sale or transfer is exempt from the registration
               requirements of such Act."

     (c) The Warrant shall be numbered and shall be registered on the books of
     the Company (the "Warrant Register") as issued. The Company shall be
     entitled to treat the person in whose name this Warrant is so registered as
     the owner in fact thereof for



                                       9
<PAGE>

     all purposes and shall not be bound to recognize any equitable or other
     claim or interest in such Warrant on the part of any other person, and
     shall not be liable for any registration of transfer of any Warrant which
     is registered or to be registered in the name of a fiduciary or the nominee
     of a fiduciary unless made with the actual knowledge that a fiduciary or
     nominee is committing a breach of trust in requesting such registration or
     transfer, or with such knowledge of such facts that its participation
     therein amounts to bad faith.

     (e) At such time as the Company shall register this Warrant under the Act,
     the Company may appoint a Warrant Agent to act on behalf of the Company in
     connection with the issuance, division, transfer and exercise of this
     Warrant. In the event that a Warrant Agent is appointed, the Company shall
     (i) promptly notify the Warrant holders of such appointment and the place
     designated for transfer, exchange and exercise of the Warrants, and (ii)
     take such steps as are necessary to insure that Warrants issued prior to
     such appointment may be exchanged for Warrants countersigned by the Warrant
     Agent. The Warrants issued after the date of such appointment shall be
     countersigned by the Warrant Agent (or any successor to the Warrant Agent
     then acting as warrant agent) and shall not be valid for any purpose unless
     so countersigned. Warrants may be countersigned, however, by the Warrant
     Agent (or by its successor as warrant agent hereunder) and may be delivered
     by the Warrant Agent, notwithstanding that the persons whose manual or
     facsimile signatures appear thereon as proper officers of the Company shall
     have ceased to be such officers at the time of such countersignature,
     issuance or delivery.

     (d) This Warrant shall be transferable only on the Company's Warrant
     Register upon delivery thereof duly endorsed by the holder or by his duly
     authorized attorney or representative, or accompanied by proper evidence of
     succession, assignment or authority to transfer, which endorsement shall be
     guaranteed by a bank or trust company or a broker or dealer which is a
     member of the National Association of Securities Dealers, Inc. In all cases
     of transfer by an attorney, the original power of attorney, duly approved,
     or a copy thereof, duly certified, shall be deposited and remain with the
     Company (or Warrant Agent, if any). In case of transfer by executors,
     administrators, guardians or other legal representatives, duly
     authenticated evidence of their authority shall be produced, and may be
     required to be deposited and remain with the Company (or Warrant Agent) in
     its discretion. Upon any registration of transfer, the Company (or Warrant
     Agent) shall execute and deliver a new Warrant or Warrants to the persons
     entitled thereto.



                                       10
<PAGE>

8.   Loss, etc., of Warrant.

     Upon receipt of evidence satisfactory to the Company and any Warrant Agent
     of the loss, theft, destruction or mutilation of this Warrant, and of
     indemnity reasonably satisfactory to the Company and any Warrant Agent, if
     lost, stolen or destroyed, and upon surrender and cancellation of this
     Warrant, if mutilated, and upon reimbursement of the Company's and Warrant
     Agent's reasonable incidental expenses, the Company or Warrant Agent shall
     execute and deliver to the Holder a new Warrant of like date, tenor and
     denomination.

9.   Warrant Holder Not Shareholders.

     Except as otherwise provided herein, this Warrant does not confer upon the
     Holder any right to vote or to consent to or receive notice as a
     shareholder of the Company, as such, in respect of any matters whatsoever,
     or any other rights or liabilities as a shareholder, prior to the exercise
     hereof.

10.  Communication.

     No notice or other communication under this Warrant shall be effective
     unless, but any notice or other communication shall be effective and shall
     be deemed to have been given if, the same is in writing and is mailed by
     first-class mail, postage prepaid, addressed to:

          (a) the Company at 935 Pardee Street, Berkeley, CA 94710-2623, or such
     other address as the Company has designated in writing to the Holder; or

          (b) the Holder at 590 Madison Ave., New York, NY 10022, or such other
     address as the Holder has designated in writing to the Company.

11.  Headings.

     The headings of this Warrant have been inserted as a matter of convenience
     and shall not affect the construction hereof.

12.  Applicable Law.

     This Warrant shall be governed by and construed in accordance with the laws
     of the State of California without giving effect to the principles of
     conflicts of law thereof.


                                       11
<PAGE>

IN WITNESS WHEREOF, BioTime, Inc. has caused this Warrant to be signed by its
Chief Executive Officer and its corporate seal to be hereunto affixed and
attested by its Secretary this 12th day of August, 2002.



ATTEST:                                     BioTime, Inc.


                                            By:
---------------------------------              ---------------------------
Secretary                                      Chief Financial Officer

[Corporate Seal]




                                       12
<PAGE>

                                  SUBSCRIPTION

     The undersigned, ________________ , pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase __________ shares
of the Common Stock of BioTime, Inc. covered by said Warrant, and makes payment
therefor in full at the price per share provided by said Warrant.

     Please issue a certificate or certificates for such shares of Common Stock
in the name of, and pay any cash for any fractional share to:



PLEASE INSERT SOCIAL SECURITY           NAME
OR OTHER IDENTIFYING NUMBER             ---------------------------
OF ASSIGNEE                             (Please Print Name &
                                            Address)

---------------------------
                                        ---------------------------
                                        Address

                                        ---------------------------
                                        Signature

                                         NOTE: The above signature should
                                               correspond exactly with the name
                                               on the face of this Warrant
                                               Certificate or with the name of
                                               the assignee appearing in the
                                               assignment form below.

And, if said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the share purchasable
thereunder less any fraction of a share paid in cash.



                                       13
<PAGE>

                                   ASSIGNMENT

     FOR VALUE RECEIVED, __________ hereby sells, assigns and transfers unto the
foregoing Warrant and all rights evidenced thereby, and does irrevocably
constitute and appoint __________, attorney, to transfer said Warrant on the
books of __________.

Dated:                                      Signature:
        ----------------------------                  --------------------------



                                            Address:
                                                    ----------------------------


                                       14
<PAGE>

                               PARTIAL ASSIGNMENT

     FOR VALUE RECEIVED, __________ hereby assigns and transfers unto __________
the right to purchase __________ shares of the Common Stock of by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
hereby, and does irrevocably constitute and appoint __________, attorney, to
transfer that part of said Warrant on the books of __________.

Dated:                                         Signature:
        --------------------------                       -----------------------

                                               Address:
                                                       -------------------------

                                       15

</TEXT>
</DOCUMENT>
