REVOLVING LINE OF CREDIT LOAN AGREEMENT

EXHIBIT 10.2

REVOLVING LINE OF CREDIT

LOAN AGREEMENT

THIS REVOLVING LINE OF CREDIT LOAN AGREEMENT (this “ Agreement ”) is made as of May 29, 2009, by and between Michael Reger having a business address at 777 Glade Road Suite 300, Boca Raton, Florida 33431(" Lender ") and GelTech Solutions, Inc., a Delaware Coloration (the " Borrower "), having a business address at 1460 Park Lane South Suite 1, Jupiter, Florida 33458 attention, Michael Cordani.

RECITALS

Lender is willing to make a revolving loan available to Borrower on the terms set forth in this Agreement.

TERMS OF AGREEMENT

NOW THEREFORE, in consideration of the above Recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

Definitions.  Except as otherwise may be provided in this Agreement, the following terms shall have the following definitions:

1.1

The term " Cutoff Date " shall mean the maturity date of the Note.

1.2

The term " Event of Default ” shall have the definition given it in Section 9 hereof.

1.3

The term " Loan " shall mean the revolving line of credit loan evidenced by the Note.

1.4

The term “ Loan Documents ” means this Agreement, the Note, and any other documents and financing statements executed or filed in connection with the Loan.

1.5

The term " Note " shall mean the Revolving Promissory Note dated as of the date hereof, in a principal amount not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00), executed by Borrower and delivered to Lender.

2.

Loan Amount; Use of Proceeds; Administrative Fees, Condition Precedent.

2.1

Revolving Loan .  Lender agrees to make the Loan available to Borrower on a revolving basis subject to the terms and conditions hereinafter set forth.  As long as:  (i) no Event of Default shall then exist, nor shall any facts exist which with the passage of time, or the giving of notice, or both would constitute an Event of Default; (ii) the representations and warranties provided by Borrower in this Agreement and the other Loan Documents remain true and correct; (iii) no material adverse change in the financial condition, business operations or prospects of Borrower taken as a whole has occurred since the Effective Date of this Agreement;

then until the Cutoff Date Borrower may borrow, repay and reborrow Loan proceeds provided, however, at no time will the outstanding principal balance of the Loan exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00); provided, further that any such advancement under the Loan will not make the Borrower insolvent, which shall be evidenced by a written statement by the Chief Financial Officer of Borrower and submitted along with the Loan Request (as defined below).

2.2

Request for Disbursements of Loan Proceeds .  All requests for an advance under the Note shall be made by delivering to Lender a request for an advance in the form attached hereto as Schedule 2.2 (a “ Loan Request ”).  Each Loan Request shall be signed by a designated, party in writing, who is authorized to request such advances from the Loan (a “ Designated Person ”).  Borrower unconditionally authorizes Lender to advance Loan proceeds based on a Loan Request signed by a Designated Person.  The initial Designated Person is Michael Cordani.  Borrower may revoke the authority of a Designated Person to request Loan advances, but only if such revocation is in writing and is signed by Borrower (a “ Revocation Notice ”).  A Revocation Notice shall be given by Borrower to Lender pursuant to Section 11 hereof provided, however, it shall not be deemed received by Lender and effective to revoke the authority of a Designated Person until actually received by Lender and the Lender shall confirm in writing to Borrower that Lender has received the Revocation Notice.  Any advances of Loan proceeds made by Lender based on a Loan Request signed by a Designated Person prior to the date a Revocation Notice is effective as set forth in the immediately preceding sentence shall be binding on Borrower.  

2.3

Use of Proceeds .  Disbursements under the Loan shall be used solely by Borrower:  (a) for the purposes of working capital of the Company and to acquire inventory (b) pay the costs set forth in the Credit Enhancement and Financing Security Agreement (c) to pay the costs to close the Loan and (d) to repay all advancements made to the Company by the Lender under any previous lines of credit extended to the Borrower from the Lender.  The Borrower covenants that the proceeds of the Loan shall only be used for the purposes set forth in this Section 2.3.

2.4

Repayment of Note . The Note will be repaid as to principal and interest on the terms set forth in the Note.  All payments made pursuant to the Note shall be free and clear of any present or future United States taxes, withholdings or other deductions whatsoever (other than income taxes due pursuant to the laws of the State of Florida and the United States). Lender acknowledges that the Borrower may make payments to Enterprise Bank, which Lender is obligated on a $2,500,000.00 Line of Credit. It is further acknowledged that any payment made directly to Enterprise Bank on behalf of the Lender shall be treated as a payment and reduction in the same amount of the outstanding accrued interest, first, then principal on the Loan.

2.5

Clean-Up Period .  Borrower covenants and agrees that it will comply with the terms of Section 7 of the Note (Clean Up Period). Such Clean Up Period will be coordinated with the Lender in advance in order for Lender to satisfy such requirement under the Line of Credit that the Lender has with Enterprise Bank.

2.6

Condition Precedent . It shall be a condition precedent for the Lender to advance any amounts under the Loan to the Borrower until all of the outstanding prior

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obligations owed to the Lender from the Borrower are paid in full, including any amounts due and owing to the Lender pursuant to the Credit Enhancement and Financing Security Agreement.

3.

Representations and Warranties.  Borrower represents and warrants that as of the date hereof and as of each disbursement under the Loan the following representations and warranties will be true and correct:

3.1

Power; Authorization; Enforceable Obligations .  Borrower has full power, authority and legal right to execute, deliver and perform its obligations under the Loan Documents.  The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their terms.

3.2

  No Violation of Agreements .  The Borrower is not in default under any indenture, mortgage, deed of trust, agreement or instrument to which he is a party or by which it may be bound.

3.3

  No Legal Conflicts .  The borrowing of the Loan and Borrower's execution, delivery and performance of his obligations under the Loan Documents will not: (a) violate, conflict with or result in a default under any agreement or other instrument to which Borrower is a party; (b) violate any law or regulation or any order or decree of any court or governmental instrumentality; (c) require any authorization or consent from, or any filing with, any governmental authority; (d) result in the creation of any lien, charge or encumbrance upon any of the property of the Borrower; nor (e) will the Borrower be insolvent at the time of such disbursement under the Loan.

3.4

No Litigation .  No action, suit, proceeding or investigation, judicial, administrative or otherwise (including, without limitation, any reorganization, bankruptcy, insolvency or similar proceeding) currently is pending or, to the best of Borrower's knowledge, threatened or contemplated against or affecting Borrower that is not disclosed in Schedule 3.6 hereto.  Borrower is not in default in any material respect under any agreement to which it is a party, or under any applicable statute, rule, order, decree or regulation of any court, arbitrator or governmental body or agency having jurisdiction over the Borrower.

3.5

 Business Purpose of Loan .  Borrower will use the proceeds of the Loan in strict compliance with this Agreement.

3.6

Tax Returns and Payments .  To the best of the Borrower’s knowledge, all federal, state and other tax returns of Borrower required by applicable laws to be filed have been duly filed, and all federal, state and other taxes, assessments and other governmental charges or levies upon Borrower and its properties, income, profits and assets which are due and payable have been paid, except any such nonpayment which is at the time permitted hereunder or where Borrower is challenging such taxes, assessment or other government charges or levies in good faith by appropriate proceedings (diligently pursued) and against which adequate cash reserves have been established.

3.7

Financial Condition .  There has been no material adverse change in the assets, liabilities, properties, and condition, financial or otherwise, of the Borrower from the

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Effective Date of this Agreement, if such material change occurs the Borrower promptly notify the Lender in writing of such circumstances.

3.8

Governmental Action .  No action of, or filing with, any governmental or public body or authority is required to authorize or is otherwise required in connection with, the execution, delivery and performance of this agreement, the Note, or any of the Loan Documents or other instruments or documents to be delivered pursuant to the terms of this Agreement.

3.9

  Disclosure .  Neither the schedules nor any certificate, statement, report or other document furnished to Lender by the Borrower or others in connection herewith or in connection with any transaction contemplated hereby, nor this Agreement contain any untrue statements of a material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading.

4.

Survival.  All statements contained in any certificate, financial statement or other instrument delivered by or on behalf of Borrower to Lender pursuant to or in connection with this Agreement or any of the other Loan Documents shall constitute representations and warranties made by Borrower under this Agreement.  All representations and warranties made under this Agreement shall be deemed to be made at and as of the date hereof and at and as of the date of each disbursement under the Loan.

5.

Information.  For so long as the obligations of Borrower under the Loan remain unpaid or unperformed, or this Agreement is in effect, Bor