**Exhibit 10.12**

 

**COLLATERAL &**********SECURITYAGREEMENT**

 

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

 

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

 

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

 

2.Warranties andCovenants of Writer. Writer makes the following warranties andcovenants to Holder:

 

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

 

(B)  This Collateral has not been pledged, assigned, orhypothecated for any other purpose, and no financing statement is on file inany 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, Writerwill not transfer, sell, offer to sell, assign, pledge, liquidate, spend, orotherwise transfer to any party an amount of the Collateral equal to or greaterthan the outstanding balance of the Secured & CollateralizedPromissory 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 securityand this Collateral and Security Agreement by filing a financing statement orlike instrument with its proper local, state, or federal institution, bureau,government, or public office or take other such action as may be required byapplicable law. Holder is encouraged to perfect this instrument, and Writerwill reasonably assist in Holder’s doing so.

 

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

 

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

 

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

 

6.   Termination of Security.At the time of prepayment or payoff of the Secured & CollateralizedPromissory Note Document C-02152008 to Holder by Writer, Holder’s securityinterest in this Collateral shall automatically terminate. In the event thatthe 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 willwithdraw any and all perfection instruments on the collateral and securitywithin 5 (five) business days.

 

7.   Governing Law. Thisagreement will be governed by, and construed and enforced in accordance, withthe laws of the State of Florida, without regard to the conflict of lawsprinciples 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, allinformation  regarding description of theCollateral that is considered personal financial information shall be struckout with X and listed as follows:**

 

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

 

9.   Effective Date. Thisagreement 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. |

 

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