**Exhibit 10.11**

 

**SECURED & COLLATERALIZED PROMISSORYNOTE$1,000,000 PLUS INTEREST DUE & PAYABLEDOCUMENT C-02152008**

 

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

 

FORVALUE RECEIVED, on the Effective Date, as defined below, JMJ Financial (the “Borrower,”or “Writer”), hereby promises to pay to the Lender (“Lender” or “Holder”), asdefined below, the Principal Sum, as defined below, along with the InterestRate, 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.                                       |

 

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**ARTICLE1 PAYMENT-RELATED PROVISIONS**

 

1.1Loan Payment Schedule. While no principal or interest payments are requireduntil the Maturity Date, unless otherwise adjusted by Writer with writtennotice to Holder, or unless otherwise prepaid as set forth above wherebyprepayment is permitted at any time by payment of cash, or other mutuallyagreed and negotiated payment, or by surrender of the Convertible PromissoryNote Document B-02152008, or by surrender of the Collateral or Security relatedhereto; provided that all conversions are honored as set forth underConvertible Promissory Note Document B-02152008 and provided that Rule 144is available to remove the restrictive legend from those shares obtained inthose conversions and such that the shares effectively become immediatelyfreely tradable, Writer will plan to make payments in total monthly amounts of$200,000 beginning 210 days from the execution of this agreement. Writerreserves the right to (1) make payments prior to 210 days from theexecution of this agreement, and (2) to make payments in monthly amountsin excess of $200,000, and (3) to adjust this payment schedule and paymentamounts with written notice to Holder.

 

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

 

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

 

**ARTICLE2 MISCELLANEOUS**

 

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

 

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

 

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

 

2.4.Governing Law. This Note will be governed by, and construed and enforced inaccordance, with the laws of the State of Florida, without regard to theconflict of laws principles thereof.

 

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

 

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

 

2.7.No Public Announcement. Except as required by applicable securities law, nopublic announcement may be made regarding this Note, payments, or conversionswithout 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 partywithout written approval from Writer.

 

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

 

 

| **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. |

 

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