Exhibit 10.11


 


SECURED & COLLATERALIZED PROMISSORY
NOTE

$1,000,000 PLUS INTEREST DUE & PAYABLE

DOCUMENT C-02152008


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.


 


FOR
VALUE RECEIVED, on the Effective Date, as defined below, JMJ Financial (the “Borrower,”
or “Writer”), hereby promises to pay to the Lender (“Lender” or “Holder”), as
defined below, the Principal Sum, as defined below, along with the Interest
Rate, as defined below, according to the terms herein.


 


	
  The
  “Effective Date” shall be:

  	
   

  	
  February 15,
  2008

  
	
   

  	
   

  	
   

  
	
  The
  “Holder” shall be:

  	
   

  	
  Advanced
  Cell Technology Inc.

  
	
   

  	
   

  	
   

  
	
  The
  “Principal Sum” shall be:

  	
   

  	
  $1,000,000
  (one million) US Dollars); Subject to the following: accrued, unpaid interest
  shall be added to the Principal Sum.

  
	
   

  	
   

  	
   

  
	
  The
  “Consideration” shall be:

  	
   

  	
  $1,000,000
  (one million) dollars in the form of this $1,000,000 Secured &
  Collateralized Promissory Note as memorialized and evidenced by the attached
  Exhibit A Collateral and Security Agreement.

  
	
   

  	
   

  	
   

  
	
  The
  “Interest Rate” shall be:

  	
   

  	
  12%
  one-time interest charge on the Principal Sum.  No interest or principal payments are
  required until the Maturity Date, but both principal and interest may be
  prepaid prior to maturity date.

  
	
   

  	
   

  	
   

  
	
  The
  “Recourse” terms shall be:

  	
   

  	
  This
  is a full recourse Note such that, for example, if the Writer defaults on the
  payment of this Note, forcing the Holder to foreclose on the security/collateral and there is a deficiency between (1) the
  outstanding principal and interest amount and (2) the foreclosure
  liquidation amount; then the Holder has the right to pursue additional claims
  against the Writer for that deficiency.

  
	
   

  	
   

  	
   

  
	
  The
  “Collateral” or “Security” shall be:

  	
   

  	
  $1,000,000
  WORTH OF A-1 MONEY MARKET FUND, as memorialized and evidenced by the attached
  Exhibit A Collateral and Security Agreement.

  
	
   

  	
   

  	
   

  
	
  The
  “Maturity Date” is the date upon which the Principal Sum of this Note, as
  well as any unpaid interest shall be due and payable, and that date shall be:

  	
   

  	
  February 15,
  2011

  
	
   

  	
   

  	
   

  
	
  The
  “Prepayment Terms” shall be:

  	
   

  	
  Prepayment
  is permitted at any time by payment in the form of any of the following:
  (1) cash, or (2) other negotiated form of payment mutually agreed
  to in writing, or (3) by surrender of the Convertible Promissory Note
  Document B-02152008, or (4) by surrender of the of the Collateral or
  Security with which this Promissory Note is secured.

  



 

















 


ARTICLE
1 PAYMENT-RELATED PROVISIONS


 


1.1
Loan Payment Schedule. While no principal or interest payments are required
until the Maturity Date, unless otherwise adjusted by Writer with written
notice to Holder, or unless otherwise prepaid as set forth above whereby
prepayment is permitted at any time by payment of cash, or other mutually
agreed and negotiated payment, or by surrender of the Convertible Promissory
Note Document B-02152008, or by surrender of the Collateral or Security related
hereto; provided that all conversions are honored as set forth under
Convertible Promissory Note Document B-02152008 and provided that Rule 144
is available to remove the restrictive legend from those shares obtained in
those conversions and such that the shares effectively become immediately
freely tradable, Writer will plan to make payments in total monthly amounts of
$200,000 beginning 210 days from the execution of this agreement. Writer
reserves the right to (1) make payments prior to 210 days from the
execution of this agreement, and (2) to make payments in monthly amounts
in excess of $200,000, and (3) to adjust this payment schedule and payment
amounts with written notice to Holder.


 


1.2
Interest Rate. Interest payable on this Note will accrue interest at the
Interest Rate and shall be applied to the Principal Sum.


 


1.3
Application of Payment. Unless otherwise specified in writing by Writer, all
payments made on this Note will be first applied to the Principal Sum.


 


ARTICLE
2 MISCELLANEOUS


 


2.1.
Notices. Any notice required or permitted hereunder must be in writing and be
either personally served, sent by facsimile or email transmission, or sent by
overnight courier. Notices will be deemed effectively delivered at the time of
transmission if by facsimile or email, and if by overnight courier the business
day after such notice is deposited with the courier service for delivery.


 


2.2.
Amendment Provision. The term “Note” and all reference thereto, as used
throughout this instrument, means this instrument as originally executed, or if
later amended or supplemented, then as so amended or supplemented.


 


2.3.
Assignability. This Note will be binding upon the Writer and its successors and
permitted assigns, and will inure to the benefit of the Holder and its
successors and permitted assigns, and may be assigned by the Holder only with
written consent by Writer.


 


2.4.
Governing Law. This Note 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.


 


2.5.
Maximum Payments. Nothing contained herein may be deemed to establish or
require the payment of a rate of interest or other charges in excess of the
maximum permitted by applicable law. In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum permitted by
such law, any payments in excess of such maximum will be credited against
amounts owed by the Borrower to the Holder and thus refunded to the Writer.


 

















 


2.6.
Attorney Fees. In the event any attorney is employed by either party to this
Note with regard to any legal or equitable action, arbitration or other
proceeding brought by such party for the enforcement of this Note or because of
an alleged dispute, breach, default or misrepresentation in connection with any
of the provisions of this Note, the prevailing party in such proceeding will be
entitled to recover from the other party reasonable attorneys’ fees and other
costs and expenses incurred, in addition to any other relief to which the
prevailing party may be entitled.


 


2.7.
No Public Announcement. Except as required by applicable securities law, no
public announcement may be made regarding this Note, payments, or conversions
without written permission by both Writer and Holder.


 


2.8.
Transfer, Pledge, Sale, Collateral, Offer. Holder may not transfer, pledge,
sell, use as collateral, offer, or hypothecate this Note to any third party
without written approval from Writer.


 


2.9.
Effective Date. This Note will become effective only upon occurrence of the
three following events: the Effective Date of February 15, 2008 has been
reached, execution by both parties, delivery of Document B-02152008 by the
Writer.


 


 




	
  HOLDER:

  	
   

  	
  WRITER:

  






 


 




	
  /s/
  William M. Caldwell, IV

  	
   

  	
  /s/
  Justin Keener

  
	
  William
  Caldwell

  	
   

  	
  JMJ Financial / Its Principal

  
	
  Chairman &
  CEO

  	
   

  	
   

  
	
  Advanced
  Cell Technology Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  2/14/08

  	
   

  	
  Dated:

  	
    2/14/08

  
					






 


	
   

  	
   

  	
  NOTARY PUBLIC-STATE OF FLORIDA

  
	
   

  	
   

  	
  

  	
  Christie Barrocas

  
	
   

  	
   

  	
  Commission # DD735899

  
	
   

  	
   

  	
  Expires:  Nov. 19, 2011

  
	
   

  	
   

  	
  BONDED THRU ATLANTIC
  BONDING CO., INC.