2007 SENIOR CONVERTIBLE NOTE ISSUED TO PHRONESIS PARTNERS, L.P.


     

    
                                                                    
  EXHIBIT
      10.7

    $375,000.00                                                                        June
      27,
      2007

    QUICK-MED
      TECHNOLOGIES, INC.

    


    SENIOR
      CONVERTIBLE PROMISSORY NOTE

     

    THIS
      PROMISSORY NOTE IS SUBJECT TO THE PROVISIONS OF A CERTAIN INTERCREDITOR


    AGREEMENT
      DATED AS OF SEPTEMBER 27, 2007 AMONG MICHAEL GRANITO, PHRONESIS PARTNERS, L.P.
      AND QUICK-MED TECHNOLOGIES, INC.  

    


    FOR
      VALUE
      RECEIVED, the undersigned, QUICK-MED TECHNOLOGIES, INC. (the “Borrower”),
      promises unconditionally to pay to the order of Phronesis Partners, L.P., its
      successors or assigns (the “Lender”) at the Lender’s office at 180 East Broad
      St. #1704, Columbus, Ohio 43215, or at such other place as the Lender may from
      time to time designate, the principal amount of three hundred seventy five
      thousand dollars ($375,000.00) (the “Principal Amount”) 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 Borrower acknowledges it has already received
      proceeds of ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000) from Lender
      and
      that therefore this is the current Principal Amount as of the date of this
      Note.
      The following terms shall apply to this Promissory Note:

    1.  Advances.
      Provided no existing uncured “Event of Default”, as hereinafter defined, shall
      have occurred hereunder, the Lender shall make additional advances (each an
      “Advance” or collectively the “Advance”) to the Borrower ONE HUNDRED TWENTY FIVE
      THOUSAND DOLLARS ($125,000) to pay the 12 month salary for the Borrower’s Chief
      Executive Officer as approved by its Board of Directors on June 14, 2007 and
      an
      additional ONE HUNDRED TWENTY FIVE THOUSAND DOLLARS ($125,000) to fund the
      operations of the Borrower. Should the Chief Executive Officer unable to remain
      in his executive position during the first 12 month period, any remaining
      balance of $125,000 allocated for his salary at that time shall be returned
      to
      Lender. Lender shall have no obligations to make an Advance to the Borrower
      hereunder should an Event of Default have occurred and be continuing hereunder
      or if the total principal amount of Advances outstanding at any time exceed
      $375,000.00. Additional advances will be recorded with an acknowledgement in
      the
      form set forth as Exhibit
      A.

     

    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 June
      27, 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
      6(c), at the Conversion Rate (as defined below). 

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

     

    (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 average closing
      price per share of the Borrower’s common stock for the 20 trading days
      (approximately 30 calendar days) preceding the date of the Advance or $0.74
      per
      share.

     

    (c)  Mechanics
      of Conversion.

     

    (i)  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., Eastern Standard Time, on such
      date, a copy of an executed notice of conversion in the form attached hereto
      as
Exhibit
      B
      (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 14(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.

     

    (ii)  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.

     

    (iii)  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.

       

    

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    
      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
      Lender represents to the Borrower that it has no other outstanding obligations
      and that this Promissory Note shall rank senior to all outstanding obligations
      of the Lender; provided that, this Note shall rank pari
      passu
      with all
      other debt obligations owed to Michael Granito and debt issued concurrently
      with
      this Note to Phronesis Partners. 

     

    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.

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    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: (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.

     

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    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 Phronesis Partners, L.P. at 180 East Broad Street,
                Suite
                1704, Columbus, Ohio 43215; and

            


    

     

    
      	 	
              (b)

            	
              if
                to the Borrower, to it at Quick-Med Technologies, Inc., 3427 S.W.
                42nd
                Way, Gainesville, Florida 32608, 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]

     


    
      
         

        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    


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

     

     

    BORROWER: 

     

     

    QUICK-MED
      TECHNOLOGIES, INC.

     

    By:
      /s/Nam H.
      Nguyen                         
 

    Name:
      Nam
      H. Nguyen

    Title:
      Chief Financial Officer

    


    


    


    LENDER:

    


    PHRONESIS
      PARTNERS, L.P.

    


    


    By:
      /s/James
      Wiggins                 


    Name:
      James Wiggins

    Title:
      General Partner

    


    


    



    
      
        
           

        

        
        

      

      
        -6-

        
          

        

      

      
        
        

        
           

        

      

    



    EXHIBIT
      A

    


    ADDITIONAL
      ADVANCE

    


    


    The
      Company hereby acknowledges receipt of additional proceeds from Lender and
      that
      the principal amount under the Note has increased as set forth
      below:

     

    
      	1.  	
              Principal
                Amount (Current): $_________

            


    

     

    
      	2.  	
              Additional
                Funding:$_________

            


    

     

    
      	3.  	
              Principal
                Amount (After Additional Funding):$___________

            


    

     

     

     

    


    
      	
              QUICK-MED
                TECHNOLOGIES, INC.

               

            
	
              By:

            
	
              Name:

            
	
              Title:

            


    

    


    



    
      
         

        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    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)

            	 
	 	 


    

    


     

    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:

            


    

    


    


    
      
         

      

      
        -8-