Unassociated Document


    EXHIBIT
      10.20

     

    THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
      AMENDED (THE “ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN
      REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER
      APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, AND (2) AN
OPINION
      OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE
      COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT
      REQUIRED.

     

    ORGANIC
      FARM MARKETING, LLC

     

    SECURED
      PROMISSORY NOTE

     

    December
      18, 2007

    Thorp,
      Wisconsin

     

    ORGANIC
      FARM MARKETING, LLC, a Wisconsin limited liability company (the “Company”),
      for value received, hereby promises to pay to the order of ADVANCED BIOTHERAPY,
      INC., a Delaware corporation (“Advanced Biotherapy,” together with its
      successors and permitted assigns, the “Holder”), (i) the aggregate
      amount (“principal”) of all loans, advances and payments of any type whatsoever,
      including,
      without
      limitation, payments of fees, expenses and costs, made by or on behalf of Holder
      to The Northern Trust Company (the “Bank”) of Chicago, Illinois, in connection
      with the Pledge Agreement entered into by Advanced Biotherapy in favor of such
      Bank, or made by Advanced Biotherapy to or for the benefit of the Company
      whether for the Bank or otherwise, and (ii) to pay interest (computed on
      the basis of actual days elapsed
      in a 365-day year) on the unpaid principal balance of each advance from the
      date
      of such advance
      at a rate per annum equal to fifteen percent (15%) (such principal and accrued
      interest together
      shall be known as the “Principal Sum”). Interest shall be payable quarterly in
      arrears commencing on January 17, 2008, and continuing on each April 17, July
      17, October 17 and January
      17 thereafter until the maturity date set forth below; provided, however, that
      the Company
      may, at its option, in lieu of making any cash payment of interest as
      contemplated herein, by written notice to the Holder given not less than three
      (3) days prior to the interest payment date, elect to add the interest
      installment to the outstanding principal balance of this Note.
      If
      any interest installment is not paid hereunder when due, the Holder may, at
      its
      option, elect
      to
      add such interest installment to the outstanding principal balance of the Note
      or treat such
      failure as an Event of Default.

     

    The
      Principal Sum shall be payable in full on May 17, 2009, except as otherwise
      provided herein. Amounts advanced under this Note and repaid may not
be
      redrawn.

     

    If
      the
      Principal Sum is not paid in full on the due date thereof (whether by maturity
      or acceleration), and upon and during the continuance of any Event of Default
      (as defined herein), the
      Principal Sum (to the extent permitted by applicable law) shall bear interest
      thereafter at a rate
      per
      annum equal to eighteen percent (18%) until such payment is paid in full or
      such
      Event of Default
      is cured or waived.

     

    Notwithstanding
      any provision of this Note to the contrary: (i) in no event shall the
interest
      rate on this Note be a rate per annum in excess of the maximum interest rate
      permissible under
      applicable law, and (ii) to the extent that interest (or other amounts paid
      pursuant to this Note
      that
      are deemed to be interest under applicable law) results in interest payments
      in
      excess of those
      permitted under applicable law, such excess payments shall be applied first
      to
      the payment of
      the
      unpaid Principal Sum, second to the payment of any other amounts due from the
      Company to
      the
      Holder, and third, if no other obligations are owing to the Holder, then
      refunded to the Company.
      The Company agrees that if such excess payments are applied in the manner
      provided for
      in
      this paragraph, then to the fullest extent permitted by applicable law, the
      Holder shall not be
      subject to any penalty provided for by any applicable law relating to charging
      or collecting interest
      in excess of that permitted by applicable law.

     

    
      
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    The
      unpaid principal balance of this Note together with all interest accrued thereon
      shall, at
      the
      option of the Holder, become immediately due and payable upon any of the
      following events
      (each, an “Event of Default”):

     

    (i) The
      Company shall default in the payment of interest or principal hereunder
      and such default shall continue for a period of five (5) days;

     

    (ii) Any
      representation
      or warranty made by the Company in this Note, the Investment Agreement dated
      as
      of December 18, 2007 (“Investment Agreement”) between the Company and
      Advanced Biotherapy, or any other
      document executed in connection therewith, including, without limitation, the
      Convertible Note issued by the Company in favor of Advanced Biotherapy and
      the
      Reimbursement Agreement between the Company and Advanced Biotherapy
      (collectively, the “Related
      Documents”), proves to have been untrue,
      incomplete or misleading in any material respect when made or when deemed to
      have been made
      (including, but not limited
      to, upon any advance hereunder);

     

    (iii) The
      Company fails to observe or perform any covenant or agreement set forth
      in
      this Note, the Investment Agreement or the Related Documents and, if such
      failure is capable of being cured and is not otherwise subject to a cure period
      under the applicable document, shall continue for a period of thirty (30)
      days;

     

    (iv) (I)
      The
      Company shall commence any case, proceeding or other action (A) under any
      existing or future law of any jurisdiction, domestic or foreign, relating to
      bankruptcy,
      insolvency, reorganization or relief of
      debtors,
      seeking to have an order for relief
      entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent,
      or seeking
      arrangement, adjustment, composition or other relief with respect to its debts,
      or (B) seeking appointment of a receiver, trustee, custodian or other similar
      official for it or for
      all
      or any substantial part of its assets, or the Company shall make a general
      assignment
      for the benefit of its creditors; (II) there shall be commenced against the
      Company
      any case, proceeding or other action of the nature referred to in clause (I),
      above,
      which (A) results in the order of an order for relief or any such adjudication
      or appointment,
      or (B) remains undismissed, undischarged or unbonded for a period of sixty
      (60)
      days; (III) there shall be commenced against the Company any case, proceeding
      or
      other action seeking issuance of a warranty of attachment, execution, distraint
      or similar process
      against all or any substantial part of its assets which results in the entry
      of
      an order
      for
      any such relief which shall not have been vacated, discharged, or stayed or
      bonded
      pending appeal within sixty (60) days from the entry thereof; (IV) the Company
      shall
      take any action or furtherance of, or indicating its consent to, approval of,
      or
      acquiescence in, any of the acts set forth in clauses (I), (II), or (III),
      above; or (V) the Company
      shall generally not, or shall be unable to, or shall admit in writing its
      inability to,
      pay
      its debts as they become due;


    
      
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    (v) The
      occurrence of any of the following: (I) an event or series of events by which
      any person, entity or group of persons or entities who are not holders of the
      Company’s
      Units on the date of this Note shall, as a result of a tender or exchange offer,
      open
      market purchases, privately negotiated purchases, merger, consolidation or
      otherwise,
      have become the beneficial owner (within the meaning of Rule 13d-3 under
the
      Securities Exchange Act of 1934), of more than fifty percent (50%) of the Units
      of the Company
      at any time outstanding entitled to vote generally in the election of the
Company’s
      directors; (II) the Company is merged with or into another entity with the
      effect
      that immediately after such transaction the equity owners of the Company
immediately
      prior to such transaction hold less than a majority of the equity interests
      entitled
      to vote generally in the election of the directors of the entity surviving
      the
transaction;
      or (III) the direct or indirect sale, lease, exchange or other transfer of
      all
      or substantially
      all of the assets of the Company;

     

    (vi) A
      final
      judgment or judgments is or are entered against the Company in the
      aggregate amount of One Hundred Thousand Dollars ($100,000) or more on a claim
      or
      claims
      not covered by insurance;

     

    (vii) This
      Note, the Investment Agreement or any of the Related Documents shall
      be
      declared invalid, void or unenforceable, or the validity or enforceability
      thereof shall
      be
      contested or challenged by the Company, or any determination of partial
invalidity,
      voidness or unenforceability shall be made which would, individually or in
      the
aggregate,
      materially reduce the principal benefits of any provision of this Note, the
      Investment
      Agreement or any of the Related Documents to the Holder, or make the
remedies
      generally afforded thereby inadequate for the practical realization thereof;
      or

     

    (viii) The
      holder of any indebtedness owed by the Company in excess of Seventy-Five
      Thousand Dollars ($75,000) accelerates the payment of such indebtedness
for
      any
      reason or the Company defaults in the payment of any indebtedness with an
unpaid
      principal amount in excess of Seventy-Five Thousand Dollars ($75,000), and
      such
default
      remains unremedied beyond the applicable grace period therefor.

     

    All
      payments on or in respect of this Note, including principal, interest and
      premium thereon,
      shall be made in such coin and currency of the United States of America as
      at
      the time of
      payment is legal tender for the payment of public and private debts by check
      mailed and addressed
      to the registered holder hereof at the address shown in the register maintained
      by the Company
      for such purpose, or, at the option of the Holder, in such manner and at such
      other place
      in
      the United States of America as the Holder shall have designated to the Company
      in writing.
      Whenever a payment to be made hereunder shall be due on a day which is not
      a
      business day, such payment shall be made on the next succeeding business day
      and
      such extension
      of time shall be included in the computation of the payment of interest
      hereunder.

     

    The
      Company hereby waives diligence, presentment, demand, protest and notice of
      every kind
      whatsoever. The failure of the Holder to exercise any of its rights hereunder
      in
      any particular
      instance shall not constitute a waiver of the same or of any other right in
      that
      or any subsequent
      instance.

     

    This
      Note
      shall be binding upon the Company, its successors and permitted assigns, and
      shall inure to the benefit of the Holder, its successors and
      assigns.


    
      
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    The
      Company agrees to pay all costs of enforcement and collection, including
      reasonable attorneys’
      fees, upon any Event of Default hereunder.

     

    The
      Company’s obligation under this Note are secured by a General Business Security
Agreement
      dated as of even date herewith in favor of Holder.

     

    This
      Note
      is a contract made under and governed by, and shall be construed and enforced
      in
      accordance with, the laws of the State of Delaware, without regard to conflict
      of laws principles.

     

    Miscellaneous

     

    1. Notification
      by the Company of Certain Changes.
      The
      Company will give written notice to the Holder at least thirty (30) days prior
      to the date on which the Company closes its books
      or
      takes a record (i) with respect to any dividend or distribution upon Units,
      (ii)
      with respect to any pro rata subscription offer to holders of Units, or (iii)
      for determining rights to vote
      with
      respect to any capital reorganization, reclassification, consolidation, merger
      or sale of all
      or
      substantially all of the Company’s assets to another person or entity which is
      effected in such a way that holders of Units are entitled to receive (either
      directly or upon subsequent liquidation)
      stock, securities or assets with respect to or in exchange for Units or any
      dissolution, liquidation
      or winding-up of the Company.

     

    2. Notices.
      Any
      notices required or permitted to be given under this Note shall be delivered
      personally, by FedEx,
      UPS Overnight, Airborne or other nationally recognized delivery service (with
      evidence of delivery), if to the Company,
      to its principal office, and if to the holder of this Note, to the following
      address:

     

    Advanced
      Biotherapy, Inc.

    141
      West
      Jackson, Suite 2182

    Chicago,
      Illinois 60604

    Attention:
      Christopher W. Capps

       Chief
      Executive Officer

     

    Notices
      shall be deemed given upon personal delivery or the date of delivery after
      having been sent by reputable overnight courier with evidence of delivery.
      

     

    3. Assignment.
      Subject
      to the requirements described in Section 5 below, the
      rights and obligations of the Company and the Holder shall be binding upon
      and
      benefit the successors,
      assigns and transferees of the parties.

     

    4. Waiver
      and Amendment.
      No
      provision of this Note may be waived, amended or modified
      without the prior written consent of the Company and the Holder.

     

    5. Transfer
      of this Note or Securities Issuable Upon Conversion.
      With
      respect to any offer,
      sale or other disposition of this Note, the
      Holder will give written notice to the Company prior thereto, describing briefly
      the proposed offer, sale or other disposition and providing a draft of an
opinion
      of counsel for the holder that such disposition qualifies for an exemption
      from
      registration under applicable federal and state securities law, and if such
      opinion of counsel is not reasonably satisfactory
      to the Company, the Company shall so notify the holder promptly after such
      determination
      has been made. Each Note thus transferred shall
      bear a legend as to the applicable restrictions on transferability in
      order
      to ensure compliance with the Act, unless in the opinion of counsel for the
      Company such
      legend is not required.


    
      
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    6. Treatment
      of Note.
      To the
      extent permitted by generally accepted accounting principles,
      the Company will treat, account and report this Note as debt and not equity
      for
accounting
      purposes and with respect to any returns filed with federal, state or local
      tax
authorities.

     

    7. Note
      Purchase Agreement.
      This
      Note is issued pursuant to the Investment Agreement and
      all
      capitalized terms not otherwise defined herein shall have the same meaning
      ascribed to them in the Investment Agreement. 

     

    ORGANIC
      FARM MARKETING, LLC

    


    


    By                         

    Chad
      L.
      Pawlak, Sr., President


    
      
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