EXHIBIT 10.1


SECURED PROMISSORY NOTE


Vacaville, California

	
  
$340,000.00
  	
  
November 22, 2005
  





          1.          Obligation. 
The undersigned, Large Scale Biology Corporation, a Delaware corporation
(“Borrower”), hereby promises to pay to the order of
Kevin J. Ryan, (“Lender” or “Holder”) on
demand at any time after the earlier of the occurrence of (i) either the
repayment of all of the debt arising under the Loan Agreement as of October 20,
2005 by and between Agility Capital, LLC and Borrower or (ii) April 15, 2006
(“Maturity Date”), as set forth herein, at Lender’s
principal place of business at 3333 Vaca Valley Parkway, Vacaville, CA 95688, or
at such other place as Holder may direct, the principal sum of Three Hundred
Forty Thousand Dollars ($340,000.00), together with interest as set forth in this
Note.  Interest will accrue on the unpaid principal, at a rate of ten (10%)
per annum, computed on the basis of a year of 360 days from the date of this
Note (“Interest Rate”).  The principal amount and
all accrued interest of this Note will be payable in a lump sum on the Maturity
Date.  As used herein, the term “Holder” shall
initially mean Lender, and shall subsequently mean each person or entity to whom
this Note is duly assigned.



          2.          Prepayment. 
Prepayment of unpaid principal and/or interest due under this Note may be made
by Borrower at any time without penalty.  Unless otherwise agreed in
writing by Holder, all payments will be made in lawful tender of the United
States and will be applied (a) first, to the payment of accrued interest, and
(b) second (to the extent that the amount of such prepayment exceeds the amount
of all such accrued interest), to the payment of principal.  



          3.          Default;
Acceleration of Obligation.  Borrower will be deemed to be in
default under this Note and the outstanding unpaid principal balance of this
Note, together with all interest accrued thereon, will immediately become due
and payable in full, without the need for any further action on the part of
Holder, upon the occurrence of any of the following events (each an
“Event of Default”):  (a) upon Borrower’s
failure to make any payment when due under this Note;  (b) upon the filing
by or against Borrower of any voluntary or involuntary petition in bankruptcy or
any petition for relief under the federal bankruptcy code or any other state or
federal law for the relief of debtors; provided,
however, with respect to an involuntary petition in bankruptcy,
such petition has not been dismissed within sixty (60) days after the filing of
such petition; or (c) upon the execution by Borrower of an assignment for the
benefit of creditors or the appointment of a receiver, custodian, trustee or
similar party to take possession of Borrower’s assets or
property.



          4.          Remedies
On Default; Acceleration.  Upon any Event of Default, Holder will
have, in addition to its rights and remedies under this Note, full recourse
against any real, personal, tangible or intangible assets of Borrower, and may
pursue any legal or equitable remedies that are available to Holder, and may
declare the entire unpaid principal amount of this Note and all unpaid accrued
interest under this Note to be immediately due and payable in full.



          5.          Waiver and Amendment. 
Any provision of this Note may be amended or modified only by a writing signed
by both Borrower and Holder.  Except as provided below with respect to
waivers by Borrower, no waiver or consent with respect to this Note will be
binding or effective unless it is set forth in writing and signed by the party
against whom such waiver is asserted.  No course of dealing between
Borrower and Holder will operate as a waiver or modification of any party’s
rights or obligations under this Note.  No delay or failure on the part of
either party in exercising any right or remedy under this Note will operate as a
waiver of such right or any other right.  A waiver given on one occasion
will not be construed as a bar to, or as a waiver of, any right or remedy on any
future occasion.



          6.          Waivers
of Borrower.  Borrower hereby waives presentment, notice of
non-payment, notice of dishonor, protest, demand and diligence.  This Note
may be amended only by a writing executed by Borrower and Holder. 




          7.          Governing
Law.  This Note will be governed by and construed in accordance
with the internal laws of the State of California as applied to agreements
between residents thereof to be performed entirely within such State, without
reference to that body of law relating to conflict of laws or choice of law.











          8.          Severability;
Headings.  The invalidity or unenforceability of any term or
provision of this Note will not affect the validity or enforceability of any
other term or provision hereof.  The headings in this Note are for
convenience of reference only and will not alter or otherwise affect the meaning
of this Note.



          9.          Jurisdiction;
Venue.  Borrower, by its execution of this Note, hereby
irrevocably submits to the in personam jurisdiction of the
state courts of the State of California for the purpose of any suit, action or
other proceeding arising out of or based upon this Note.



          10.          Attorneys’
Fees.  If suit is brought for collection of this Note, Borrower
agrees to pay all reasonable expenses, including attorneys’ fees, incurred
by Holder in connection therewith whether or not such suit is prosecuted to
judgment.



          11.          Assignment. 
This Note is freely transferable and assignable by Holder, provided that such
transfer is made in compliance with all applicable state and federal securities
laws.  Any reference to Holder herein will be deemed to refer to any
subsequent transferee of this Note at such time as such transferee holds this
Note.  This Note may not be assigned or delegated by Borrower, whether by
voluntary assignment or transfer, operation of law, merger or otherwise.




          12.          Security
and Subordination. This Note is secured by a security interest in
certain collateral granted by the Company to the original holder of this Note
pursuant to the terms of the Security Agreement by and between Lender, Borrower
and Predictive Diagnostics, Inc., dated as of April 15, 2005, which agreement is
incorporated herein by reference. However, this Note and the security interest
created by the Security Agreement are subordinate to the existing repayment
rights and security interests of Agility Capital, LLC, pursuant to the
above-referenced Loan Agreement of October 20, 2005 and to the rights of Agility
Capital, LLC, pursuant to the Subordination Agreement as of October
20th, 2005, by and among Borrower, Agility Capital LLC and Kevin J.
Ryan IRA.



          IN WITNESS WHEREOF,
Borrower has executed this Note as of the date and year first above
written.

	
  
 
  	
  
 
  	
  
 
  	
  
BORROWER:
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  
	
   
  	
  
 
  	
  
 
  	
  
Large Scale Biology Corporation
  
	
  
 
  	
  
 
  	
  
 
  	
  
a Delaware   corporation
  
	
  
 
  	
  
 
  	
  
 
  
	
  
Agreed to and   Acknowledged by:
  	
  
 
  	
  
 
  
	
  
 
  	
  
 
  	
  
 
  	
  
By:
  	
  
/s/ Ronald   J. Artale
  
	
  
 
  	
  
 
  	
  
 
  	
  
 
  	
  


  
	
  LENDER:
  	
  
 
  	
  
Name:
  	
  
Ronald J.   Artale
  
	
  
 
  	
  
 
  	
  
 
  	
  
Title:
  	
  
Chief   Financial Officer
  
	
  
By:
  	
  
/ s/ Kevin   J. Ryan
  	
  
 
  	
  
 
  	
  
 
  
	
  
 
  	
  


  	
  
 
  	
  
 
  	
  
 
  
	
  
Name:
  	
  
Kevin J.   Ryan