**EXHIBIT 10.72**
PROMISSORY NOTE   $2,653,701 College Park, Maryland  as of April 30, 2001
             FOR VALUE RECEIVED, Neuralstem, Inc., a Delaware corporation (hereinaftercalled the “Maker”), promises to pay to the order of Gene Logic, Inc.(hereinafter, together with all subsequent holders of this Note, called the“Payee”) the principal sum of Two Million Six Hundred and Fifty Three ThousandSeven Hundred and One Dollars ($2,653,701), together with interest on theunpaid principal balance hereof from time to time outstanding, at a fixed rateof interest equal to six percent (6%) per annum, said principal and interestbeing due and payable in the following manner:
             This Note will mature and the entire unpaid balance of principal hereof,together with all accrued and unpaid interest hereon, shall become due andpayable on the earlier to occur of (i) three (3) business days after theclosing of an equity financing by the Maker of at least Ten Million($10,000,000) or (ii) April 30, 2005, if not earlier paid.
             The Maker shall pay, promptly upon demand, all costs of collection,including reasonable attorneys’ fees if this Note is referred to an attorneyfor collection after default, whether or not any action shall be instituted toenforce or collect this Note. Time is of the essence hereof for all purposes.
             All payments on this Note shall be applied first to the payment of accruedbut unpaid interest, and any remainder shall be applied to reduction of theprincipal balance hereof. The rate of interest hereon shall be calculated onthe basis of a 360-day year factor applied to actual days elapsed. Allpayments hereunder shall be payable in lawful money of the United States ofAmerica and shall be made to the Payee in immediately available funds at suchaddress as the Payee may from time to time designate in writing to the Maker.
             The Maker shall have the right and privilege to prepay this Note, in wholeor in part, at any time provided that each prepayment shall include all accruedand unpaid interest on or with respect to the principal amount to be prepaid.Such prepayment shall not be subject to any premium for prepayment.
             The Maker and any endorsers or guarantors hereof severally waivepresentment and demand for payment, notice of intent to accelerate maturity,notice of acceleration of maturity, protest or notice of protest andnonpayment, bringing of suit and diligence in taking any action to collect anysums owing hereunder or in proceeding against any of the rights and propertiessecuring payment hereof. From time to time, without affecting the obligationof the Maker to pay the outstanding principal balance of this Note and toobserve the covenants of the Maker contained herein, without affecting theduties and obligations of any endorser hereto, without affecting the duties andobligations of any guarantor hereof, without giving notice to or obtaining theconsent of the Maker or any endorser hereto or guarantor hereof, and without
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liability on the part of the Payee, the Payee may, at the option of the Payee,extend the time for payment of interest hereon and/or principal hereof, reducethe payments hereunder, release anyone liable on this Note, accept a renewal ofthis Note, modify the terms and time of payment of this Note, join in anyextension or subordination or exercise any option or election hereunder, modifythe rate of interest or period of principal repayment or principal due date ofthis Note or exercise any option or election hereunder. No one or more of suchactions shall constitute a novation.
             The indebtedness evidenced by this Note is hereby expressly subordinated,to the extent and in the manner hereinafter set forth, in right of payment tothe prior payment in full of the Senior Indebtedness.
             “Senior Indebtedness” shall mean, unless expressly subordinated to or madeon a parity with the amounts due under this Note, the principal of, unpaidinterest on and amounts reimbursable, fees, expenses, costs of enforcement andother amounts due in connection with (a) indebtedness of the Maker to banks orcommercial finance or other lending institutions regularly engaged in thebusiness of lending money (including venture capital, investment banking orsimilar institutions and their affiliates which sometimes engage in lendingactivities but which are primarily engaged in investments in equitysecurities), whether or not secured, and (b) any such indebtedness or anydebentures, notes or other evidence of indebtedness issued in exchange for suchSenior Indebtedness, or any indebtedness arising from the satisfaction of suchSenior Indebtedness by a guarantor. “Senior Indebtedness” shall not includeany form of equity securities of the Maker.
             By acceptance of this Note, the Payee agrees to execute and delivercustomary forms of subordination agreement requested from time to time by theholders of Senior Indebtedness and, as a condition to the Payee’s rightshereunder, the Maker may require that the Payee execute such forms ofsubordination agreement, provided that such forms shall not impose on the Payeeterms less favorable than those provided herein.
             Any of the following shall constitute an event of default hereunder (eachan “Event of Default”): (a) default in the payment of the principal and unpaidaccrued interest of this Note when due and payable; (b) a breach of anyrepresentations and warranties contained in this Note; (c) any petition inbankruptcy being filed by or against the Maker or any proceedings inbankruptcy, insolvency or under any other laws relating to the relief ofdebtors being commenced for the relief or readjustment of any indebtedness ofthe Maker, either through reorganization, composition, extension or otherwiseand which, in the case of any involuntary proceedings shall be acquiesced to bythe Maker or shall continue for a period of 30 days undismissed, undischargedor unbonded; (d) the making by the Maker of an assignment for the benefit ofcreditors; or (e) the appointment of a receiver of any property of the Makerwhich shall not be vacated or removed within thirty (30) days afterappointment.
             When any Event of Default has occurred and is continuing, at any timeafter the occurrence of any such Event of Default, the entire outstandingamount of principal and interest of this Note may, at the option of the Payee,be declared to be immediately due and payable, without presentment, demandprotest or together notice of any kind, all of which are hereby
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expressly waived. When any Event of Default under (c), (d) or (e) hereofhas occurred and is continuing, then the entire outstanding amount of principaland interest of this Note shall immediately become due and payable, togetherwith all other amounts payable under this Note, without presentment, demand,protest or notice of any kind, all of which are hereby expressly waived.Failure to exercise any of the foregoing options upon the happening of one ormore of the foregoing events shall not constitute a waiver of the right toexercise the same or any other option at any subsequent time in respect to thesame or any other event, and no single or partial exercise of any right orremedy shall preclude other or further exercise of the same or any other rightor remedy. Upon an Event of Default, Payee may pursue any and all otherrights, remedies and recourses available to the Payee, or pursue anycombination of the foregoing, all remedies hereunder being cumulative. ThePayee shall have the right to rescind any acceleration in payment of this Notefor default as aforesaid, if the Payee so elects, in which event this Noteshall be construed, interpreted and enforced in the same manner as if the Payeehad not elected to declare the unpaid principal balance and accrued interest ofthis Note at once due and payable. The Payee shall have no duty to exerciseany or all of the rights and remedies herein provided or contemplated. Theacceptance by the Payee of any payment hereunder that is less than payment infull of all amounts due and payable at the time of such payment shall notconstitute a waiver of the right to exercise any of the foregoing options atthat time or at any subsequent time, or nullify any prior exercise of any suchoption without the express written consent of the Payee.
             The terms and conditions of this Note shall inure to the benefit of and bebinding upon the respective successors and assigns of the parties.Notwithstanding the foregoing, the Maker may not assign this Note. The Payeemay not assign, pledge, or otherwise transfer this Note without the priorwritten consent of the Maker, except (a) for transfers to its affiliates or (b)upon (i) a sale, lease or other disposition of all or substantially all of theassets of the Payee, (ii) a merger or consolidation in which the Payee is notthe surviving corporation; (iii) a consolidation, merger, reorganization of thePayee in which the stockholders of the Payee immediately prior to suchtransaction own less than 50% of the Payee’s voting power immediately aftersuch transaction, or any transaction or series of related transactions in whichin excess of 50% of the Payee’s voting power is transferred, or (iv) a reversemerger in which the Payee is the surviving corporation but the shares of commonstock outstanding immediately preceding the merger are converted by virtue ofthe merger into other property, whether in the form of securities, cash orotherwise. Subject to the preceding sentence, this Note may be transferredonly upon surrender of the original Note for registration of transfer, dulyendorsed, or accompanied by a duly executed written instrument of transfer in aform satisfactory to the Maker. Thereupon, a new note for the same principalamount and interest will be issued to, and registered in the name of, thetransferee. Interest and principal are payable only to the registered Payee ofthis Note.
             Maker hereby represents and warrants that the execution and delivery of,and compliance with the terms of, this Note will not, with or without thepassage of time, or giving of notice, result in a violation, or be in conflictwith or constitute a default or require prior written consent of any thirdparty under any term or provision of any mortgage, indenture, contract,agreement or instrument or of the charter or by-laws of the Maker as of thedate hereof.
             This Note shall be governed by and construed according to the laws of theState of Maryland, without regard to principles of conflict of laws.
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             Any attorney at law may appear in any court of record in the State ofMaryland or in the United States, after demand on this Note following an Eventof Default, and waive the issuing of service of process and confess a judgmentagainst the Maker in favor of the Payee for the amount then appearing duehereunder, together with interest, costs of suit and reasonable attorneys’fees, and thereupon release all errors and waive all right of appeal.
             It is expressly stipulated and agreed that the loan evidenced by this Noteis a “commercial loan” as defined in the Commercial Law Article of theAnnotated Code of Maryland.
             In any case where the date of maturity of interest on, or principal of,this Note shall be a Sunday or legal holiday, or a day on which bankinginstitutions in the city of payment are authorized by law or executive order toclose (any other day being herein referred to as a “Banking Day”), then paymentof interest or principal need not be made on such date, but may be made on thenext succeeding Banking Day; provided, however, that interest shall continue toaccrue through the actual date of payment.
[Signature page follows]
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             Executed under seal in College Park, Maryland, and intending this Note tobe a sealed instrument, as of the date and year first above written.   ATTEST: Neuralstem, Inc. /s/ Kathy Mattis      By:  /s/ I. Richard Garr     (SEAL)