Exhibit
10.7
FINANCIAL
COMMUNICATIONS CONSULTING AGREEMENT
This consulting
agreement ("Agreement"), effective as of July 21, 2008, is entered
by and between GelTech Solutions, Inc. a Delaware corporation ("the
Company or “Company") and Wall Street Resources, Inc., a
Florida corporation ("Consultant").
RECITALS
WHEREAS
, the Company is a
public company with its shares of common stock trading under the
symbol “GLTC” on the OTCBB exchange in the United
States; and
WHEREAS
, Consultant has
experience in the area of security analysis, corporate finance,
investor communications; and
WHEREAS
, the Company desires
to engage the services of Consultant to provide written financial
materials including, but not limited to, comprehensive Analytical
Profiles, Summary Reports and Equity Notes, as well as providing
investor relations services and communications with existing
shareholders, brokers, dealers and other investment professionals,
as to the Company's current and proposed activities;
NOW
THEREFORE ,
in consideration of the premises and the mutual covenants and
agreements herein set forth, and intending to be legally bound, the
Company and Consultant agree as follows:
1.
Term of
Consultancy .
The Company engages Consultant to act in a consulting
capacity to the Company, and Consultant agrees to provide services
to the Company commencing on the date first set forth above and
ending twelve months from the effective date above.
2.
Duties of
Consultant .
The Consultant will generally provide the following
consulting services (the “Services”) during the term of
this Agreement:
a.
Provide written
analytical coverage and reports, advise and assist the Company in
developing and implementing appropriate plans and materials for
presenting the Company and its business plans, strategy and
objectives to the financial community;
b.
Write, update and
disseminate comprehensive Analytical Profiles regarding the
Company to shareholders, brokers, dealers and other investment
community professionals and the general investing public within the
Consultant's network;
c.
Create and update four
Summary Reports and/or two page glossy fact
sheets;
d.
Write and distribute
Equity Notes when applicable during contract
period;
e.
Include a company write
up in 12 monthly newsletters;
f.
Include a company write
up in 240 daily newsletters;
g.
Featured the company on
WSR’s website with dedicated landing page;
3.
Allocation of Time
and Energies . The Consultant will perform
the Services in a professional manner in accordance with accepted
industry standards and in compliance with applicable securities
laws and regulations. Although no specific hours-per-day
requirement will be required, the parties acknowledge and agree
that a disproportionately large amount of the effort to be extended
and the costs to be incurred by the Consultant, and the benefits to
be received by the Company, are to be expected to occur upon and
shortly after, and in any event, within two months of the
effectiveness of this Agreement. It is explicitly understood
that Consultant's performance of its duties hereunder will in no
way be measured by the price of the Company's common stock, nor the
trading volume of the Company's common stock. It is understood that
the Company is entering into this Agreement with the understanding
that Gerald N. Kieft will be the principal of Consultant during the
entire term of this Agreement.
Initial
______,______
4.
Remuneration . As full and complete
compensation for Consultant’s agreement to perform the
Services, the Company shall compensate the Consultant as
follows:
a.
For undertaking this
engagement and for other good and valuable consideration, the
Company agrees to issue and deliver to the Consultant a
"Commencement Bonus", payable in the form of 35,000 shares of the
Company's 144 restricted Common Stock ("Common Stock") and $0 in
cash. The 144 restricted Common Stock portion of the Commencement
Bonus shall be issued to the Consultant immediately following the
execution of this Agreement and shall, when issued to the
Consultant, be fully paid and non-assessable. However, the shares
of Common Stock shall vest in approximately equal increments
monthly over the term of this Agreement commencing one month from
the date of this Agreement, subject to the Agreement remaining in
force on each applicable vesting date. The Company
understands and agrees that Consultant has forgone significant
opportunities to accept this engagement and the Company derives
substantial benefit from the execution of this Agreement and the
ability to establish its relationship with Consultant.
b.
The Company will also
pay the Consultant a $3,000 per month retainer which is due on the
15th of each month with the first payment being due immediately
upon the execution of this agreement. In month four the
payment increases to $5,000 per month for the remainder of the
contract.
c.
All shares of the Common
Stock issued pursuant to this Agreement shall be issued in the name
of Consultant. The Company agrees that all shares of Common Stock
issued to Consultant hereunder shall carry “piggyback
registration rights” whereby such shares will be included in
the next Registration Statement filed by the Company with the
Securities and Exchange Commission ("SEC"), pursuant to which such
shares and options could be registered, and Company will use its
best efforts to cause such Registration Statement to be declared
effective by the SEC as soon as possible thereafter. The piggyback
rights will not be for any Form S-4 or S-8 or any other applicable
form and will be subject to execution of the Company’s
standard Registration Rights Agreement . It is further agreed
that if at any time during the term of this agreement, the Company
or substantially al
