SECURED PROMISSORY NOTE Vacaville, California

EXHIBIT 10.1

SECURED PROMISSORY NOTE

Vacaville, California

          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.