Exhibit 10.12


 


COLLATERAL &  SECURITY
AGREEMENT


 


1.
Security Interest.
Writer hereby grants to Holder a security interest in the following described
property (“Security” or “Collateral” or “Security Interest”):


 


$1,000,000
WORTH OF A-1 MONEY MARKET FUND


 


This
Collateral and security interest will secure the payment and performance of the
Writer’s Secured & Collateralized Promissory Note Document C-02152008
in the amount of $1,000,000 (one million).


 


2.
Warranties and
Covenants of Writer. Writer makes the following warranties and
covenants to Holder:


 


(A)  Writer is the sole owner of the Collateral free from any
lien, security interest, or encumbrance, and Writer will defend the Collateral
against all claims and demands of all parties at any time claiming interest
therein.


 


(B)  This Collateral has not been pledged, assigned, or
hypothecated for any other purpose, and no financing statement is on file in
any local, state, or federal institution, bureau, government, or public office.


 


(C)  While the principal and interest balance of the Secured &
Collateralized Promissory Note Document C-02152008 remains outstanding, Writer
will not transfer, sell, offer to sell, assign, pledge, liquidate, spend, or
otherwise transfer to any party an amount of the Collateral equal to or greater
than the outstanding balance of the Secured & Collateralized
Promissory Note Document C-02152008.


 


(D)  Writer will pay promptly when due all taxes, expenses,
and assessments upon the Collateral.


 


3.
Perfection.
Holder has the right, upon its election, to perfect the Collateral and security
and this Collateral and Security Agreement by filing a financing statement or
like instrument with its proper local, state, or federal institution, bureau,
government, or public office or take other such action as may be required by
applicable law. Holder is encouraged to perfect this instrument, and Writer
will reasonably assist in Holder’s doing so.


 


4.
Remedies Upon Default.
In the event of Writer’s default on the Secured & Collateralized
Promissory Note Document C-02152008, Holder may declare all obligations
secured hereby immediately due and payable and shall have the remedies of a
secured party, including without limitation the right to take immediate and
exclusive possession of the Collateral or any part thereof, or to obtain a
court order to do so; and the Writer must surrender the security and Collateral
to the Holder within 5 (five) business days of receiving written notice that
Holder is taking possession of the Collateral as remedy of default.


 


5.
Normal Course of
Business. Provided that no default has occurred on the
Secured & Collateralized Promissory Note Document C-02152008, Writer
will use and possess the Collateral in the normal course of business. Further,
Writer may liquidate, transfer, or exchange the Collateral into another viable
investment vehicle with equal or greater market value, such as


 

















 


liquidation
of money market fund into cash, or liquidation of money market fund for
purposes of investing in other viable investment vehicles including but not
limited to bonds, other money market funds, mutual funds, or stocks. However,
any liquidation, transfer, or exchange into another viable investment vehicle
will not affect Holder’s security, rights, or claims to the underlying
Collateral. Writer will at all times take the necessary reasonable steps to
maintain the perfection of Holder’s security interest in the pledged account,
and at any time upon Holder’s request, Writer will promptly provide update on
the investment vehicle placement of this Collateral.


 


6.   Termination of Security.
At the time of prepayment or payoff of the Secured & Collateralized
Promissory Note Document C-02152008 to Holder by Writer, Holder’s security
interest in this Collateral shall automatically terminate. In the event that
the Collateral and security interest were perfected by Holder as set forth in Section 3,
upon termination of security as  set forth in this section 6, the Holder will
withdraw any and all perfection instruments on the collateral and security
within 5 (five) business days.


 


7.   Governing Law. This
agreement will be governed by, and construed and enforced in accordance, with
the laws of the State of Florida, without regard to the conflict of laws
principles thereof.


 


8.   No Public Announcement.
No public announcement may be made regarding this Collateral &
Security Agreement without written permission by both Writer and Holder. In the event that any securities law requires this document to be filed publicly, all
information  regarding description of the
Collateral that is considered personal financial information shall be struck
out with X and listed as follows:


 


$1,000,000
WORTH OF A-1 MONEY MARKET FUND


 


9.   Effective Date. This
agreement will become effective as set forth in Section 2.9 of Secured &
Collateralized Promissory Note Document C-02152008.


 


 




	
  HOLDER/SECURED
  PARTY:

  	
   

  	
  WRITER:

  






 


 




	
  /s/
  William M. Caldwell, IV

  	
   

  	
  /s/
  Justin Keener

  
	
  William
  Caldwell

  	
   

  	
    JMJ Financial / Its Principal

  	
   

  
	
  Chairman &
  CEO

  	
   

  	
   

  
	
  Advanced
  Cell Technology Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Dated:

  	
  2/14/08

  
						






 


	
   

  	
   

  	
  NOTARY PUBLIC-STATE OF FLORIDA

  
	
   

  	
   

  	
  

  	
  Christie Barrocas  

  
	
   

  	
   

  	
  Commission # DD735899

  
	
   

  	
   

  	
  Expires: Nov. 19, 2011

  
	
   

  	
   

  	
  BONDED THRU ATLANTIC
  BONDING CO., INC.