ex10_1.htm


                                                                                                                                                                  EXHIBIT
10.1

     

    $175,000.00                                                                                         February 26,
2009

    


    QUICK-MED
TECHNOLOGIES, INC.

    


    2009 SENIOR CONVERTIBLE
PROMISSORY NOTE 1

     

    FOR VALUE
RECEIVED, the undersigned, QUICK-MED TECHNOLOGIES, INC. (the “Borrower”),
promises unconditionally to pay to the order of Michael Granito, his successors
or assigns (the “Lender”) at the Lender’s offices at 1088 Shady Avenue,
Pittsburgh, Pennsylvania 15232, or at such other place as the Lender may from
time to time designate, the principal amount of up to one hundred seventy five
thousand dollars ($175,000.00) (the “Principal Amount”) or so much thereof as is
disbursed to Borrower pursuant to this Note, together with interest on the
unpaid Principal Amount outstanding from time to time at the rate or rates
hereafter specified and any and all other sums which may be owing to the Lender
by the Borrower pursuant to this Note.   The following terms
shall apply to this Promissory Note:

     

    1.           Receipts of
Funds.  Borrower acknowledges that it received Thirty Thousand
Dollars ($35,000) each (the “Advance”) on the following dates – February 29,
2008, March 12, 2009, March 30, 2009, April 15 and 30, 2009.

     

    2.           Interest
Rate.  Interest shall accrue on the outstanding Principal
Amount at the rate of eight percent (8%) per annum.  Interest shall be
calculated on the basis of a year of three hundred sixty five (365) days applied
to the actual days on which there exists an unpaid balance under this
Note.

     

    3.           Interest
Payments.  The Borrower shall pay accrued and unpaid interest
on the Maturity Date, as the case may be and as hereinafter defined, and
thereafter on demand until all sums due under this Note, whether principal,
interest, or other sums, have been paid in full.

     

    4.           Principal.  Unless
sooner paid or converted, the entire outstanding Principal Amount as well as all
other sums under this Note that remain unpaid shall be due and payable on
December 31, 2010 (the “Maturity Date”); provided that, the Borrower shall make
amortized payments on the outstanding principal plus interest during the term of
this Note depending on the free cash flow from operations in excess of
anticipated cost from operations as determined in the discretion of the
Borrower’s Board of Directors.

     

    5.           Prepayment.  Borrower
may prepay any portion of the outstanding principal amount of this Promissory
Note with 30 days prior written notice.

     

    6.           Conversion.  This
Note shall be convertible into shares of Common Stock of the Borrower, on the
terms and conditions set forth in this Section 6.

     


    (a)           Conversion
Right.  Subject to the provisions of Section 6(d), at any time
or times on or after the first date of this Note, the Lender shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as
defined below) into validly issued, fully paid and nonassessable shares of
Common Stock in accordance with Section 7(c), at the Conversion Rate (as defined
below).

     

    (b)           Conversion
Rate.  The number of shares of Common Stock issuable upon
conversion of any Conversion Amount pursuant to Section 6(a) shall be determined
by dividing (x) such Conversion Amount by (y) the Conversion Price (the
“Conversion Rate”).

     

    (i)           “Conversion
Amount” means the portion of the Principal and interest to be converted,
redeemed or otherwise with respect to which this determination is being
made.

     

    (ii)           “Conversion
Price” means, as of any Conversion Date (as defined below), the closing price
per share of the Borrower’s common stock at the date each Advance is
received.

     

    (iii)           Mechanics of
Conversion.

     

    (iv)           Optional
Conversion.  To convert any Conversion Amount into shares of
Common Stock on any date (a “Conversion Date”), the Lender shall (A) transmit by
facsimile (or otherwise deliver), for receipt on or prior to 5:00 p.m., Pacific
Time, on such date, a copy of an executed notice of conversion in the form
attached hereto as Exhibit A (the
“Conversion Notice”) to the Borrower and (B) if required by Section 6(c)(iii),
surrender this Note to a common carrier for delivery to the Borrower as soon as
practicable on or following such date (or an indemnification undertaking with
respect to this Note in the case of its loss, theft or
destruction).  The Borrower shall transmit by facsimile a confirmation
of receipt of such Conversion Notice to the Lender and the Borrower’s transfer
agent, (the “Transfer Agent”).  The Transfer Agent shall issue and
deliver to the address as specified in the Conversion Notice, a certificate or
certificates, registered in the name of the Lender or its designee, for the
number of shares of Common Stock to which the Lender shall be
entitled.  If this Note is physically surrendered for conversion as
required by Section 6(c)(iii) and the outstanding Principal of this Note is
greater than the Principal portion of the Conversion Amount being converted,
then the Borrower shall as soon as practicable and in no event later than ten
(10) Business Days after receipt of this Note and at its own expense, issue and
deliver to the holder a new Note (in accordance with Section 15(d)) representing
the outstanding Principal not converted.  The Person or Persons
entitled to receive the shares of Common Stock issuable upon a conversion of
this Note shall be treated for all purposes as the record holder or holders of
such shares of Common Stock on the Conversion Date.

     


    
      
        
           

          Senior
Convertible Note

        

         


      

      
         


        
          

        

      

      
         


      

    


    (v)           Book-Entry.  Notwithstanding
anything to the contrary set forth herein, upon conversion of any portion of
this Note in accordance with the terms hereof, the Lender shall not be required
to physically surrender this Note to the Borrower unless (A) the full Conversion
Amount represented by this Note is being converted or (B) the Lender has
provided the Borrower with prior written notice (which notice may be included in
a Conversion Notice) requesting physical surrender and reissue of this
Note.  The Lender and the Borrower shall maintain records showing the
Principal converted and the dates of such conversions or shall use such other
method, reasonably satisfactory to the Lender and the Borrower, so as not to
require physical surrender of this Note upon conversion.

     

    (vi)           Legend.  The
Converted Shares shall bear a legend that reads:

     

    THE
SECURITIES EVIDENCED BY THIS STOCK CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT
REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

     

    7.           Adjustment.  If
the Borrower at any time on or after the date of this Note subdivides (by any
stock split, stock dividend, recapitalization or otherwise) one or more classes
of its outstanding shares of Common Stock into a greater number of shares, the
Conversion Price in effect immediately prior to such subdivision will be
proportionately reduced.  If the Borrower at any time on or after the
Closing Date combines (by combination, reverse stock split or otherwise) one or
more classes of its outstanding shares of Common Stock into a smaller number of
shares, the Conversion Price in effect immediately prior to such combination
will be proportionately increased..

     

    8.           Negative Covenants.
During the term of this Promissory Note and until all obligations hereunder are
satisfied,  Borrower shall not, without first obtaining the
affirmative written consent of the Lender, which shall not be unreasonably
withheld: (i) pay or declare any dividend or distribution on any common
stock or preferred stock (“Capital Stock”), or apply any of its assets to the
redemption, purchase or acquisition, directly or indirectly, through
subsidiaries or otherwise, of any share capital or assets of another entity;
(ii)  sell, transfer, lease, offer as collateral or otherwise dispose
of any of its Capital Stock, assets or properties other than in the ordinary
course of business transactions or as unanimously approved by the Board of
Directors; (iii)  enter into any  joint venture, business
combination, merger, consolidation, recapitalization or other
reorganization or permit any subsidiary to enter into any merger, consolidation,
recapitalization or other reorganization; (iv) enter into any agreement, or
allow any subsidiary, to enter any agreement to issue or offer any security,
including, without limitation, any equity security, convertible note, secured
note or promissory note and (v)  amend or repeal any provision of, or add
any provision to, the Borrower's certificate of incorporation or by-laws other
than for subject matters not involving the items subject to Lender’s prior
written consent listed

     

    above;
provided however, Lender shall not be obligated to provide affirmative written
consent, if in Lender’s reasonable opinion, consent to any of the foregoing
actions would: (a) impair Lender’s ability to be repaid under this Promissory
Note or (b) impair Borrower’s ability to perform its obligations under the Share
Exchange Agreement.

     

    9.           Repayment
Extension.  If any payment of principal or interest shall be
due on a Saturday, Sunday or any other day on which banking institutions in the
State of Florida are required or permitted to be closed, such payment shall be
made on the next succeeding business day and such extension of time shall be
included in computing interest under this Note.

     

    10.           Manner and Application of
Payments.  All payments due hereunder shall be paid in lawful
money of the United States of America which shall be legal tender in payment of
all debts and dues, public and private, in immediately available funds, without
offset, deduction or recoupment. Any payment by check or draft shall be subject
to the condition that any receipt issued therefore shall be ineffective unless
the amount due is actually received by the Lender.

     

    11.           Collateral; Security
Interest.  The Borrower hereby grants to the Lender as
collateral security for its obligations hereunder a security interest in and to
all right, title and interest of the Borrower in and to all of the Borrower’s
personal property assets of each and every type more specifically identified in
Article 9 of the Uniform Commercial Code as in effect in the State of Florida,
whether now owned or hereafter acquired, wherever located.  The Lender
is hereby authorized to file a financing statement naming the Borrower, as
debtor, and the Lender, as secured party, in respect of all such
collateral.  Lender’s interest in the collateral security shall be
limited to the outstanding principal and interest under the
Note.  Notwithstanding the foregoing, the Lender shall not
unreasonably withhold the Borrower’s request to restructure the security
interest in case of a future debt or equity financing.

     

    12.           No Other Outstanding
Notes. The Borrower represents to the Lender that it has no other
outstanding obligations, of which the Lender is unaware, and that this
Promissory Note shall rank senior to all outstanding obligations of the Lender,
unless previously agreed by the Lender; this Note shall rank pari passu with all senior
debt obligations owed to Michael Granito.

     

    13.           Events of
Default.  The occurrence of any one or more of the following
events shall constitute an “Event of Default” under this Note:

     

    (a)           the
failure of the Borrower to pay any sum due under this Note within three (3) days
after such payment was first due, whether by demand or otherwise;

     

    (b)           the
occurrence or commencement of a liquidation or bankruptcy or similar proceeding
in respect of the Borrower or any of its assets and;

     

    (c)           the
breach by Lender of any of the Negative Covenants set forth in Section 9 of this
Promissory Note.

     

    14.           Rights and Remedies Upon
Default.  Upon the occurrence of an Event of Default hereunder,
the Lender, in the Lender’s sole discretion and without notice to the Borrower
may:

     


    
      
        
           

          Senior
Convertible Note

        

         


      

      
         


        
          

        

      

      
         


      

    


    (a)
declare the entire outstanding Principal Amount, together with all accrued
interest and all other sums due under this Note to be immediately due and
payable, and the same shall thereupon become immediately due and payable without
presentment, demand or notice which are hereby expressly waived; (b) exercise
its right of setoff against any money, funds, credits or other property of any
nature whatsoever of the Borrower now or at any time hereafter in the possession
of, in transit to or from, under the control or custody of, or on deposit with,
the Lender in any capacity whatsoever, including without limitation, any balance
of any deposit account and any credits with the Lender; (c) terminate any
outstanding commitments of the Lender to the Borrower; (d) exercise all rights
and remedies of a secured party in respect of the collateral referred to above
as provided under Article 9 of the Uniform Commercial Code as in effect on the
date hereof in the State of Florida; and (e) exercise any or all rights, powers,
and remedies now or hereafter existing at law, in equity, by statute or
otherwise.

     

    15.           Remedies
Cumulative.  Each right, power and remedy of the Lender
hereunder, or now or hereafter existing at law, in equity, by statute or
otherwise shall be cumulative and concurrent, and the exercise or beginning of
the exercise of any one or more of them shall not preclude the simultaneous or
later exercise by the Lender of any or all such other rights, powers or
remedies. No failure or delay by the Lender to insist upon the strict
performance of any one or more provisions of this Note or to exercise any right,
power or remedy consequent upon a breach thereof or default hereunder shall
constitute a waiver thereof or preclude the Lender from exercising any such
right, power or remedy. By accepting full or partial payment after the due date
of any amount of principal of or interest on this Note, or other amounts payable
on demand, the Lender shall not be deemed to have waived the right either to
require prompt payment when due and payable of all other amounts of principal of
or interest on this Note or other amounts payable on demand, or to exercise any
rights and remedies available to it in order to collect all such other amounts
due and payable under this Note.

     

    16.           Maximum Rate of
Interest.  Notwithstanding any provision of this Note to the
contrary, the Borrower shall not be obligated to pay interest pursuant to this
Note in excess of the maximum rate of interest permitted by the laws of any
state determined to govern this Note or the laws of the United States applicable
to loans in such state. If any provisions of this Note shall ever be construed
to require the payment of any amount of interest in excess of that permitted by
applicable law, then the interest to be paid pursuant to this Note shall be held
subject to reduction to the amount allowed under applicable law and any sums
paid in excess of the interest rate allowed by law shall be applied in reduction
of the principal balance outstanding pursuant to this Note.  The
Borrower acknowledges that it has been contemplated at all times by the Borrower
that the laws of the State of Florida will govern the maximum rate of interest
that it is permissible for the Lender to charge the Borrower pursuant to this
Note.

     

    17.           Waiver of
Presentment.  The Borrower waives demand, presentment, protest,
and notice of demand, of non-payment, of dishonor, protest and all other demands
in connection with the delivery, acceptance, performance or enforcement of this
Note.

     

    18.           Choice of Law; Forum
Selection; Consent to Jurisdiction.  This Note shall be
governed by, construed and interpreted in accordance with the laws of the State
of Florida. The Borrower hereby (a) agrees that all disputes and matters
whatsoever arising under, in connection

     

    with, or
incident to this Note shall be litigated, if at all, in and before a court
located in the State of Florida to the exclusion of the courts of any other
state or country and (b) irrevocably submits to the non-exclusive jurisdiction
of any Florida court or federal court sitting in the State of Florida in any
action or proceeding arising out of or relating to this Note, and hereby
irrevocably waives any objection to the laying of venue of any such action or
proceeding in any such court and any claim that any such action or proceeding
has been brought in an inconvenient forum. A final judgment in any such action
or proceeding shall be conclusive and may be enforced in any other jurisdiction
by suit on the judgment or in any other manner provided by law.

     

    19.           Service of
Process.  The Borrower hereby consents to process being served
in any suit, action or proceeding instituted in connection with this Note by the
mailing of a copy thereof to the Borrower by certified mail, postage prepaid,
return receipt requested. The Borrower hereby irrevocably agrees that such
service shall be deemed to be service of process upon the Borrower in any such
suit, action or proceeding. Nothing in this Note shall affect the right of the
Lender to serve process in any other manner otherwise permitted by law, and
nothing in this Note will limit the right of the Lender otherwise to bring
proceedings against the Borrower in the courts of any other jurisdiction or
jurisdictions.

     

    20.           Notice.  Any
notice, demand, request or other communication which the Lender or the Borrower
may be required to give hereunder shall be in writing and shall be effective
when delivered and at the address provided below:

     

    
      	
               
      

            	
              (a)

            	
              if
      to the Lender, to Michael Granito at 1088 Shady Avenue, Pittsburgh,
      Pennsylvania 15232; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      to the Borrower, to it at Quick-Med Technologies, Inc., 902 N.W. 4th
      Street, Gainesville, Florida 32601, Attention: Chief Financial
      Officer.

            


    

     

    Notwithstanding
anything to the contrary, all notices and demands for payment from the Lender
actually received in writing by the Borrower shall be considered to be effective
upon the receipt thereof by the Borrower regardless of the procedure or method
utilized to accomplish delivery thereof to the Borrower.

     

    21.           Miscellaneous.  Time
is of the essence under this Note. The paragraph headings of this Note are for
convenience only, and shall not limit or otherwise affect any of the terms
hereof.  This Note, if any, constitute the entire agreement between
the parties with respect to their subject matter and supersede all prior
letters, representations, or agreements, oral or written, with respect
thereto.  The Lender may, without notice to or consent of the
Borrower, sell, assign, pledge or transfer this Note or sell, assign, transfer
or grant participations in all or any part of the obligations evidenced by this
Note to others at any time and from time to time, and the Lender may divulge to
any potential assignee, transferee or participant all information, reports,
financial statements and documents obtained in connection with this Note or
otherwise.  No modification, release, or waiver of this Note shall be
deemed to be made by the Lender unless in writing signed by the Lender, and each
such waiver, if any, shall apply only with respect to the specific instance
involved. No course of dealing or conduct shall be effective to modify, release
or waive any provisions
of this Note.  This Note shall inure to the benefit of and be
enforceable by the Lender and the Lender’s successors and assigns and any other
person to whom the Lender may grant an interest in the obligations evidenced by
this Note and shall be binding upon and enforceable against the Borrower and the
Borrower’s personal representatives, successors, heirs and assigns. Whenever
used herein, the singular number shall include the plural, the plural the
singular, and the use of the masculine, feminine, or neuter gender shall include
all genders. This Note may be executed in any number of counterparts, all of
which, when taken together shall constitute one Note.

     

    [signature
page follows]

     


    
      
        
           

          Senior
Convertible Note

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    IN WITNESS WHEREOF, the
Borrower has duly executed this Note as of the day and year first hereinabove
set forth.

     

     

     

    
    

     

    
      	 	 QUICK-MED
      TECHNOLOGIES, INC.
	 	 
	 	 
	
               
      

            	
              By: /s/ Nam H.
      Nguyen           

            


    

    
      	
               
      

            	
              Name:  Nam
      H. Nguyen

            


    

    
      	
               
      

            	
              Title:  Chief
      Financial Officer

            


    

    


    
      	
               
      

            	
              LENDER:

            


    

    


    
      	
               
      

            	
              MICHAEL
      R. GRANITO

            


    

    


    


    
      	 	

              LENDER:

            
	 	 
	 	

              MICHAEL
      R. GRANITO

            
	 	 
	 	 
	
               
      

            	
              /s/ Michael
      Granito      
  

            


    

     

    
 

    
      
        
           

          Senior
Convertible Note

        

         


      

      
         


        
          

        

      

      
         


      

    


     

    EXHIBIT
A

    


    QUICK-MED
TECHNOLOGIES, INC.

    CONVERSION
NOTICE

     

    Reference
is made to the Senior Convertible Note (the “Note”) issued to the
undersigned by Quick-Med Technologies, Inc. (the “Company”).  In
accordance with and pursuant to the Note, the undersigned hereby elects to
convert the Conversion Amount (as defined in the Note) of the Note indicated
below into shares of Common Stock (as defined in the Note), as of the date
specified below.

     

    
      	
              Date
      of Conversion:

            	 
      
	
              Aggregate
      Conversion Amount to be converted:

            	 
      
	
              Please
      confirm the following information:

            
	
              Conversion
      Price:

            	 
      
	
              Number
      of shares of Common Stock to be issued:

            	 
      
	
              Please
      issue the Common Stock into which the Note is being converted in the
      following name and to the following address:

            
	
              Issue
      to:

            	 
      
	 
      	 
      
	 
      	 
      
	
              Facsimile
      Number:

            	 
      
	
              Authorization:

            	 
      
	
              By:

            	 
      
	
              Title:

            	 
      
	
              Dated:

            	 
      
	
              Account
      Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      
	
              Transaction
      Code Number:

            	 
      
	
                (if
      electronic book entry transfer)

            	 
      
	 
      	 
      


    

    


     

    
      
        
          
             

            Senior
Convertible Note

          

           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

     

    ACKNOWLEDGMENT

     

    The
Company hereby acknowledges this Conversion Notice and hereby directs [Insert Name of Transfer Agent]
to issue the above indicated number of shares of Common Stock from the
Company and acknowledged and agreed to by [Insert Name of Transfer
Agent].

     

    


    
      	
              QUICK-MED
      TECHNOLOGIES, INC.

            
	
              By:                                                                

            
	
              Name:

            
	
              Title: