EXHIBIT 10.2


    EXHIBIT
      10.2

    LETTER
      OF INTENT

    


    This
      Letter of Intent is effective this 1st day of February, 2006, by and
      between Englehard
      Long Island Inc. with
      a
      registered office at 50 Health Sciences Drive, Stony Brook, NY 11790
      (“Licensee”)
      and
Quick
      Med Technologies, Inc.,
      with a
      registered office at 3427 SW 42nd Way, Gainesville, Florida 32608 (“Licensor”),
      relating to the possible licensing of Licensor’s proprietary matrix
      metalloproteinase inhibitor referred to as Ilomastat and defined as the
“Licensed Compound” on Appendix
      A
      attached
      hereto (the “Term
      Sheet”).
      Certain capitalized terms not defined herein shall have the meanings ascribed
      to
      them in the Term Sheet.

    


    
      	1.  	
              Reference
                is hereby made to the Master Agreement between Licensor and Licensee,
                as
                successor in interest to the Collaborative Group, Inc. dated as of
                August
                15, 2002 (the “Master
                Agreement”)
                and the Product Development and Distribution Agreement for Ilomostat
                as
                Formulated for Specific Personal Care Products (the “Development
                Agreement”).
                

            


    

    


    
      	2.  	
              Promptly
                upon execution of this Letter of Intent, the parties will negotiate
                in
                good faith to execute a definitive agreement for the license of the
                Licensed Compound as outlined on the Term Sheet, which definitive
                agreement if mutually agreed shall supersede all previous and existing
                agreements, whether oral or written, between the parties, including
                the
                Master Agreement and the Development Agreement. The parties shall
                negotiate with the goal of executing the definitive agreement on
                or before
                April 28, 2006. If the parties do not execute a definitive agreement
                on or
                before the foregoing date, this Letter of Intent shall be terminated
                (except that Section 5 shall survive termination).
                

            


    

    


    
      	3.  	
              It
                is understood and agreed that preparation of the definitive agreement
                will
                require detailed discussions and understandings between the parties
                as to
                the matters set forth on the Term Sheet and various additional matters
                related thereto. Notwithstanding the requirement for additional
                discussion, the parties wish that certain elements in the Term Sheet
                be
                reflected during the term of this Letter of Intent. Accordingly,
                from the
                period of February 1, 2006 to April 28, 2006 (or until such earlier
                date
                as a definitive agreement is signed) (the “Negotiation Period”), Licensee
                and Licensor agree the Master Agreement shall be amended to include
                the
                following terms, mutatis
                mutandis:

            


    

    


     

    
      	a.  	
              During
                the Negotiation Period, the Field of Use as set forth in the Master
                Agreement shall be amended to be the Field of Use as set forth in
                the Term
                Sheet, that is an exclusive license in the field of over-the-counter
                Anti-Aging Cosmetics (as defined therein) and a nonexclusive license
                for
                the field of over-the-counter acne treatments and skin moisturizers
                in the
                cosmetics market;

            


    

     

     

    
      	b.  	
              For
                the Negotiation Period, the royalties due shall be as follows: Licensee
                shall pay Licensor monthly royalties due on its sales of the Licensed
                Compound (including Actives, as defined in the Term Sheet) as set
                forth in
                the Section entitled “Royalties” set forth in the Term Sheet, including,
                without limitation, the monthly minimum royalties due for Year 1
                on a
                monthly basis regardless of actual royalties. Any such royalties
                paid
                during the Negotiation Period shall, upon execution of a definitive
                agreement between the parties before the end of the Negotiation Period
                or
                any extension thereof, be applied toward the minimum aggregate royalty
                due
                for Year 1/Year 2, as set forth in the Term Sheet. All royalty payments
                will be received by Licensor monthly in arrears in accordance with
                current
                practice which is on or before the last business days of the month
                following the month in which royalties are
                earned.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	4.  	
              It
                is understood and agreed that as long as the parties negotiate in
                good
                faith to execute a definitive agreement on or before April 28, 2006,
                and
                provided further that from the period of February 1, 2006 to April
                28,
                2006, or the date of execution of the definitive agreement, whichever
                occurs sooner, the Licensee pays to the Licensor monthly royalties
                on its
                sales of the Licensed Compound as set forth in in Paragraph 3 above,
                the
                termination date set forth in Sections 4 and 5 of the Tolling Agreement
                between the parties, dated October 20, 2005, shall be extended to
                April
                28, 2006 at 5:00 p.m (which means that the Licensee’s rights to make, use
                and sell the Licensed Compound pursuant to the terms and conditions
                of the
                Master Agreement and Development Agreement thereof as modified by
                Sections
                3(a) and (c) above shall continue through April 28, 2006.)
                Notwithstanding, such limited license rights, the parties each reserve,
                retain, and do not waive, all rights, remedies, claims and defenses
                under
                the Master Agreement and the Development Agreement, as such existed
                on or
                before the date hereof. 

            


    

    


    
      	5.  	
              Except
                as set forth in Sections 2, 3, 4, 6 and 7 herein, neither party will
                be
                obliged to proceed with the matters described in the Term Sheet until
                a
                definitive agreement is mutually agreed to and signed. Except for
                such
                Sections, which are binding obligations of the parties, this Letter
                of
                Intent is merely a nonbinding expression of intent and will not bind
                either party. 

            


    

    


    
      	6.  	
              Neither
                party will during the term hereof or for three years thereafter make
                any
                public disclosure of, or statement concerning this Letter of Intent
                without prior written consent of the other party except as required
                by
                law, regulations and rules. 

            


    

    


    
      	7.  	
              This
                Letter of Intent shall be construed in accordance with, and governed
                by,
                the laws of the State of Florida and applicable U.S. federal law,
                without
                giving effect to the conflict of laws provisions thereof, and may
                not be
                amended or modified except by a writing duly executed by the parties
                hereto. Neither party shall assign this Letter of Intent without
                the prior
                written consent of the other.

            


    

     

     

    WITNESS
      the execution hereof as an instrument under seal as of the date first written
      above.

    


    


    QUICK-MED
      TECHNOLOGIES, INC.

    


    By:
      /s/
      David Lerner__________________

    Name:
      _David
      Lerner_________________

    Title:
      _President_____________________

     

    


    


    ENGELHARD
      LONG ISLAND, INC.

    


    By:
      /s/
      Frank Freiler___________________

    Name:
      _Frank
      Freiler ________________

    Title:
      _General
      Manager________________