2008 SENIOR CONVERTIBLE PROMISSORY NOTE 2

                                                                                                               EXHIBIT 10.6.5

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 four hundred eighty five thousand dollars ($485,000.00) (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 Fifty Thousand Dollars ($50,000) each (the “Advance”) on the following dates – May 13, 2008, May 29, 2008, June 16, 2008, August 14 and 28, 2008. Borrower also acknowledges that it received the Advances of One Hundred Thirty Five Thousand Dollars ($135,000) on June 24, 2008, and One Hundred Thousand Dollars ($100,000) on July 14, 2008.

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.

(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