0000950149-03-002851 Sample Contracts

PARTICIPATING DEBENTURE HOLDERS:
Stand-by Purchase Agreement • December 5th, 2003 • Biotime Inc • Biological products, (no disgnostic substances)

BioTime, Inc., a California corporation (the "Company"), each of the undersigned Participating Debenture Holders have entered into a Standby Purchase Agreement, dated October 2, 2003 (the "Agreement"). Unless otherwise defined, capitalized terms used in this Amendment have the same meaning ascribed in the Agreement. The Company has filed the Registration Statement contemplated by the Agreement. The staff of the Securities and Exchange Commission has advised the Company that they are unable to determine that Milton Dresner would be acting within the safe harbor from registration as a broker-dealer under Rule 3a4-1. Accordingly, the parties agree to that Milton Dresner hereby withdraws as a Participating Debenture Holder, and Schedule I of the Agreement is amended as attached.

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