EXHIBIT 10.7


    EXHIBIT
      10.7

    FOURTH
      AMENDMENT TO LETTER OF INTENT

    


    It
      is
      hereby agreed as of June 30th, 2006 by and between Quick Med Technologies,
      Inc.
      (“Quick Med”) and Engelhard Long Island, Inc. (“Engelhard”) (collectively
      referred to as “the parties”) that:

    


    1. Reference
      is hereby made to the Letter of Intent effective February 1, 2006 (the “Original
      LOI) entered into between Engelhard and Quick Med, as amended by the First
      Amendment to Letter of Intent, the Second Amendment to Letter of Intent and
      the
      Third Amendment to Letter of Intent (as amended, the “LOI’).

    


    2. Sections
      2,3 and 4 of the LOI are hereby amended by deleting the date “June 30, 2006” and
      replacing it with the date “August 1, 2007” For sake of clarity, this amendment
      is equivalent in all respects to an amendment of Sections 2, 3 and 4 of the
      Original LOI (or unamended) achieved by deleting the date “April 28th, 2006” and
      replacing it with the date “August 1, 2007”.

    


    3. Section
      3.b is hereby amended by replacing “Year 1” in the first sentence of Section 3.b
      with “Year 1 and Year 2” and by adding the following sentence to the end of
      Section 3.b:

    


    “The
      royalties set forth in this Section 3 b shall be in lieu of any financial and
      other Milestone obligations and treatments of Windfalls, as set forth in Section
      2.2 and Schedule B of the Development Agreement, which would otherwise have
      incurred or be incurred on or after February 1, 2006 pursuant to the Development
      Agreement.”

    


    4. Section
      3
      shall be amended by adding new Section 3.c. as follows:

    


    “3.c.
      Licensee shall immediately pay to QMT $166,500 and in consideration therefor,
      Licensor hereby transfers to Licensee all of Licensor’s rights, title and
      interests to the Engelhard IP developed by Licensee which were assigned to
      Licensor pursuant to Section 4.2 of the Master Agreement for Product
      Development, Manufacturing and Distribution dated August 15, 2002 (the “Master
      Agreement”). Notwithstanding the foregoing, the Licensed Compound and any
      derivative, variation, improvement or modification to the Licensed Compound
      developed either before or after the date hereof by Licensee shall not be
      considered Engelhard IP and all rights, title and interests of Licensee thereto
      is and shall be exclusively assigned by Licensee to Licensor including, without
      limitation, pursuant to Section 4.2 of the Master Agreement.”

    


    5.
       Except
      as
      amended hereby, the LOI is hereby ratified and confirmed in its
      entirety.

    


    WITNESS
      the execution hereof as of the date first above written.

    


    ENGELHARD
      LONG ISLAND, INC.

    


    


    By:__/s/
      Joseph Ceccoli_____________________________________

    Title: Global
      Director, Personal Care Materials

    


    Title:

    


    QUICK
      MED
      TECHNOLOGIES, INC.

    


    


    By:___/s/
      Michael Granito___________________________________

    Title: Chairman: