RELATED PERSON TRANSACTIONS

Following our incorporation, we issued 7,250,000 shares of common stock to Dyn-O-Mat in exchange for the purchase of four U.S. patents, three patents pending and certain other assets including office furniture with a nominal value and cash of $6,471.

In March-June 2007, Dyn-O-Mat offered to its shareholders the right to exchange their Dyn-O-Mat shares for shares of GelTech common stock. More than 150 Dyn-O-Mat shareholders accepted the offer and received 5,995,837 shares of GelTech in exchange for 11,957,802 shares of Dyn-O-Mat common stock. Four of our directors accepted the exchange offer. They are our Chief Executive Officer, Mr. Michael Cordani, who received 430,269 shares, our President, Mr. Joseph Ingarra, who received 124,643 shares, our Chief Technology Officer, Mr. Peter Cordani who received 1,306,954 shares, and Mr. Phil O’Connell, Jr., who received 622,644 shares. Mr. O’Connell also received 474,058 three-year warrants exercisable at $1.05 per share. Mr. O’Connell’s warrants were issued in conjunction with his cancellation of Dyn-O-Mat warrants using the same exchange ratio. We received no consideration for this other than Mr. O’Connell’s past support.

The Cordani family received 2,967,297 shares in the exchange offer, including:

Additionally, Mr. Joseph Ingarra’s mother received 8,852 shares of our common stock and his father received 17,704 shares in the exchange offer.

Dyn-O-Mat was required to limit the exchange offer to 35 unaccredited investors and an unlimited number of accredited investors as that term is defined by Rule 501 under the Securities Act of 1933. The management of GelTech elected to delay having family members who are not accredited investors, except for the wife and mother of our Chief Executive Officer, from participating in the exchange offer to allow additional other unaccredited Dyn-O-Mat shareholders to participate. Therefore, 600,000 shares of common stock of Dyn-O-Mat held in three trusts for which Mr. Michael Cordani and Ms. Anne Cordani are trustees and for which members of the Cordani family are the beneficiaries were not allowed to participate in the exchange offer. Dyn-O-Mat has advised us that beginning after December 31, 2007 it intends to offer its remaining 1,254,358 shares of GelTech common stock to Dyn-O-Mat shareholders.

We have an option whereby during the two years beginning one year following the date of this prospectus we can purchase all of the assets of Dyn-O-Mat, subject to all of its liabilities, for $10,000 plus the value of all of Dyn-O-Mat’s net tangible assets.

We entered into a consulting agreement with Michael D. Brown, who was then our Senior Vice President for Government Relations and a director, on October 11, 2006. Under the agreement, Mr. Brown was to receive a fee of $10,000 per month. We mutually terminated the agreement effective on August 20, 2007 and paid him $20,000 in fees under the agreement and also reimbursed his expenses. We paid Mr. Brown a total of $50,000 in fees under the agreement. He resigned as an officer and director at the same time.

During the period from our inception through late January 2007, we and Dyn-O-Mat each paid a portion of the other’s expenses. We formerly shared a 7,140 square foot office/warehouse facility with Dyn-O-Mat, until late January 2007 when it moved to its own nearby facility. Effective as of February 1, 2007, GelTech and Dyn-O-Mat entered into an Administrative Services Agreement. Under this Agreement, Dyn-O-Mat agreed to pay us $1,000 per month to cover the services including management and bookkeeping provided by our employees. On March 9, 2007, Dyn-O-Mat made a payment of $7,815 to GelTech which resulted in GelTech owing Dyn-O-Mat money. Dyn-O-Mat has made no further payments and as of July 12, 2007, GelTech owed Dyn-O-Mat $263.

Michael Cordani, our Chief Executive Officer and Joseph Ingarra, our President, each entered into employment agreements as of September 15, 2006. Mr. Peter Cordani, our Chief Technology Officer, entered into an employment agreement as of December 18, 2006. See the “Executive Compensation” section of this prospectus for discussion of the terms. Under each agreement, these executives may perform services for Dyn-O-Mat, our principal shareholder, as long as such executive is not compensated by Dyn-O-Mat for such services and as long as it does not interfere with each executive’s ability to carry out his duties under his respective employment agreement.

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From May 5, 2005 through August 17, 2006, the Phil. D. O’Connell, Jr. Revocable Trust dated September 4, 1991, of which Phil D. O’Connell, Jr., now one of our directors, is the trustee, lent Dyn-O-Mat $338,220, which was guaranteed by Peter Cordani, our Chief Technology Officer and a director. This loan was secured by U.S. Patent No. 6,315,213, our hurricane suppression product, and by a Dyn-O-Mat patent. At the time the security interest was given, the patents were owned by Dyn-O-Mat. In November 2006, Mr. O’Connell elected to convert $238,220 of the outstanding balancing into 150,000 shares of our common stock and 88,220 shares of Dyn-O-Mat common stock, each at the rate of $1.00 per share. Mr. O’Connell has released all of his rights to our hurricane suppression patent and the remaining sums are owed by Dyn-O-Mat. Mr. O’Connell later exchanged the 88,200 shares of Dyn-O-Mat common stock he received into 46,848 shares of GelTech common stock in the exchange offer discussed above. Mr. O’Connell lent us $18,000 with 9% interest in September 2006 and $4,000 in April 2007 with 9% per annum interest. The loans were evidenced by demand notes and repaid.

In addition to Michael and Peter Cordani, the following related parties are employed at GelTech:

·

Michael Cordani’s wife as a bookkeeper at $808 per week and

·

Michael and Peter Cordani’s mother as a receptionist at $400 per week.

We believe all of these salaries are at or are below the going rate of what such services would cost on the open market. All of these people performed services for Dyn-O-Mat prior to its move to new offices. The $1,000 per month Dyn-O-Mat is obligated to pay us is designed to compensate us for the limited services Messrs. Michael Cordani, Peter Cordani and Joseph Ingarra perform for it. While we believe this fee is fair, there is no exact way to measure this fairness.

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