SECURED PROMISSORY NOTE Vacaville, California

Exhibit 10.2

SECURED PROMISSORY NOTE

Vacaville, California

          1.          Obligation.  The undersigned, Large Scale Biology Corporation, a Delaware corporation (“Borrower” or “Company”) hereby promises to pay to the order of Robert Erwin IRA (“Investor” or “Holder”) on or before January 31, 2006 (“Maturity Date”), as set forth herein, at Investor’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 Two Hundred Fifty Thousand Dollars ($250,000), together with interest as set forth in this Note, until the unpaid principal and all interest accrued thereon are paid.  Interest will accrue on the unpaid principal, at a rate equal to the greater of (a) the Prime Rate set from time to time by Bank of America NT & SA plus two percent (2%) per annum or (b) Seven and One-Quarter percent (7.25%) per annum, computed on the basis of a 360 day year and 30 day months (“Interest Rate”).  The principal amount of this Note will be payable in a lump sum on the Maturity Date.  Borrower will pay Interest accruing under this Note each month, on the 15^th day of the month, beginning September 15, 2005.  The Interest Rate will float and will be determined on a daily basis. 

          In connection with each Financing (as defined below) that closes following the date of this Note, the Holder may elect in writing to accelerate up to the unpaid principal balance then outstanding under this Note, at which time such amount will become immediately due and payable on the later to occur of the date of such closing or thirty (30) days following such written election.  For purposes of this paragraph, a “Financing” means i) the sale of shares of capital stock (but not issuances of options or warrants to acquire such capital stock or stock issued upon conversion of debt) in one transaction or series of related transactions undertaken by the Borrower primarily for capital raising purposes and occurring on or before the Maturity Date for an aggregate purchase price paid to the Borrower of no less than $5,000,000.00, ii) the lease, sale or other transfer of the Collateral (as defined in the Security Agreement) in connection with a financing of the Company with minimum net proceeds to the Company (after payment of the Mortgage of Kentucky Technology, Inc. and all brokerage and finders fees or commissions and other expenses of such financing) of $10,000,000.00 or iii) an initial public offering or other financing of the business of Predictive Diagnostics, Inc. (“PDI”) with minimum net proceeds directly to the Company (after payment of all brokers or finders fees or commissions and other expenses related to such financing and excluding proceeds received directly by PDI or restricted to use by or for PDI) of $5,000,000.00.

          As used herein, the term “Holder” shall initially mean Investor, 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 or (without any obligation on the part thereof) by Large Scale Bioprocessing, Inc., a subsidiary of the 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.          Security.  The Company’s obligations under this Note are secured by a security interest in certain collateral granted by the Company to the original holder of this Note pursuant to the terms of a certain Security Agreement attached hereto as Exhibit A, which agreement is incorporated herein by reference.

          4.          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.