EXHIBIT 10.1

SPECTRX, INC.

1997 EMPLOYEE STOCK PURCHASE PLAN

1. Purpose. The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.

2. Definitions.

(a) "Board" shall mean the Board of Directors of the Company.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(c) "Common Stock" shall mean the Common Stock of the Company.

(d) "Company" shall mean Spectrx, Inc., a Delaware corporation, and any Designated Subsidiary of the Company.

(e) "Compensation" shall mean all base straight time gross earnings and commissions, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.

(f) "Designated Subsidiary" shall mean any Subsidiary which has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.

(g) "Employee" shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds 90 days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.

(h) "Enrollment Date" shall mean the first day of each Offering Period.

(i) "Exercise Date" shall mean the last day of each Offering Period.

(j) "Fair Market Value" shall mean, as of any date, the value of Common Stock determined as follows:

(1) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq

SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable, or;

(2) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;

(3) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board.

(4) For purposes of the Enrollment Date of the first Offering Period under the Plan, the Fair Market Value shall be the initial price to the public as set forth in the final prospectus included within the registration statement in Form S-1 filed with the Securities and Exchange Commission for the initial public offering of the Company's Common Stock (the "Registration Statement").

(k) "Offering Period" shall mean a period of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day on or after May 1 and terminating on the last Trading Day in the period ending the following October 31, or commencing on the first Trading Day on or after November 1 and terminating on the last Trading Day in the period ending the following April 30; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company's Registration Statement effective and ending on the last Trading Day on or after October 31, 1997. The duration of Offering Periods may be changed pursuant to Section 4 of this Plan.

(l) "Plan" shall mean this Employee Stock Purchase Plan.

(m) "Purchase Price" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower.

(n) "Reserves" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.

(o) "Subsidiary" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.

(p) "Trading Day" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.

3. Eligibility.

(a) Any Employee who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.

(b) Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.

4. Offering Periods. The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on the first Trading Day on or after May 1 and November 1 each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with
Section 20 hereof; provided, however, that the first Offering Period under the Plan shall commence with the first Trading Day on or after the date on which the Securities and Exchange Commission declares the Company's Registration Statement effective and ending on the last Trading Day on or after October 31, 1997. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.

5. Participation.

(a) An eligible Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions in the form of Exhibit A to this Plan and filing it with the Company's payroll office fifteen (15) prior to the applicable Enrollment Date.

(b) Payroll deductions for a participant shall commence on the first payroll following the Enrollment Date and shall end on the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.

6. Payroll Deductions.

(a) At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period.

(b) All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.

(c) A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.

(d) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.

(e) At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.

7. Grant of Option. On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than a number of Shares determined by dividing $10,000 by the Fair Market Value of a share of the Company's Common Stock on the Enrollment Date (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The Option shall expire on the last day of the Offering Period.

8. Exercise of Option. Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in
Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.

9. Delivery. As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, of a certificate representing the shares purchased upon exercise of his or her option.

10. Withdrawal.

(a) A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of Exhibit B to this Plan. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.

(b) A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.

11. Termination of Employment. Upon a participant's ceasing to be an Employee for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.

12. Interest. No interest shall accrue on the payroll deductions of a participant in the Plan.

13. Stock.

(a) The maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be 214,286 shares, subject to adjustment upon changes in capitalization of the Company as provided in
Section 19 hereof. If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

(b) The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.

(c) Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.

14. Administration. The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.

15. Designation of Beneficiary.

(a) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.

(b) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more

dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

16. Transferability. Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.

17. Use of Funds. All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.

18. Reports. Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.

19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration". Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period shall terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board.

(c) Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New

Exercise Date"). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.

20. Amendment or Termination.

(a) The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.

(b) Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.

21. Notices. All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.

22. Conditions Upon Issuance of Shares. Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.

23. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof.

EXHIBIT A

SPECTRX, INC.

1997 EMPLOYEE STOCK PURCHASE PLAN

SUBSCRIPTION AGREEMENT

_____ Original Application Enrollment Date: __________ _____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1. _____________________________________ hereby elects to participate in the Spectrx, Inc. 1997 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.

2. I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 1 to _____%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)

3. I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.

4. I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.

5. Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only): .

6. I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax withholding obligations, if any, which arise upon the disposition of the Common Stock. The

Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.

7. I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.

8. In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:

NAME:  (Please print)          _________________________________________________
                                (First)                (Middle)        (Last)



_____________________________         __________________________________________
Relationship
                                      __________________________________________
                                      (Address)


Employee's Social
Security Number:                      __________________________________________

Employee's Address: __________________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.

Dated: _________________ _____________________________________________________ Signature of Employee

EXHIBIT B

SPECTRX, INC.

1997 EMPLOYEE STOCK PURCHASE PLAN

NOTICE OF WITHDRAWAL

The undersigned participant in the Offering Period of the Spectrx, Inc. 1997 Employee Stock Purchase Plan which began on 19 (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.

Name and Address of Participant:

Signature:

Date:

EXHIBIT 10.2

SPECTRX, INC.

1995 STOCK PLAN

(AS AMENDED)

1. Purposes of the Plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its Subsidiaries and to promote the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant of an Option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder. Stock Purchase Rights may also be granted under the Plan.

2. Definitions. As used herein, the following definitions shall apply:

(a) "Administrator" means the Board or any of its Committees appointed pursuant to Section 4 of the Plan.

(b) "Applicable Laws" means the requirements relating to the administration of stock option plans under U. S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Options or Stock Purchase Rights are, or will be, granted under the Plan.

(c) "Board" means the Board of Directors of the Company.

(d) "Code" means the Internal Revenue Code of 1986, as amended.

(e) "Committee" means a Committee appointed by the Board of Directors in accordance with Section 4 of the Plan.

(f) "Common Stock" means the Common Stock of the Company.

(g) "Company" means Spectrx, Inc., a Delaware corporation.

(h) "Consultant" means any person who is engaged by the Company or any Parent or Subsidiary to render consulting or advisory services and is compensated for such services, and any Director of the Company whether compensated for such services or not.

(i) "Continuous Status as an Employee or Consultant" means that the employment or consulting relationship with the Company, any Parent or Subsidiary is not interrupted or terminated. Continuous Status as an Employee or Consultant shall not be considered interrupted in

the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. A leave of absence approved by the Company shall include sick leave, military leave, or any other personal leave approved by an authorized representative of the Company. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract, including Company policies. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 91st day of such leave any Incentive Stock Option held by the Optionee shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

(j) "Director" means a member of the Board of Directors of the Company.

(k) "Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a Director's fee by the Company shall not be sufficient to constitute "employment" by the Company.

(l) "Exchange Act" means the Securities Exchange Act of 1934, as amended.

(m) "Fair Market Value" means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination and reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is quoted on the NASDAQ System (but not on the Nasdaq National Market thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(n) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(o) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

(p) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(q) "Option" means a stock option granted pursuant to the Plan.

(r) "Optioned Stock" means the Common Stock subject to an Option or a Stock Purchase Right.

(s) "Optionee" means an Employee or Consultant who receives an Option or Stock Purchase Right.

(t) "Parent" means a "parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code.

(u) "Plan" means this 1995 Stock Plan, as amended.

(v) "Restricted Stock" means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 12 below.

(w) "Section 16(b)" means Section 16(b) of the Securities Exchange Act of 1934, as amended.

(x) "Share" means a share of the Common Stock, as adjusted in accordance with Section 13 below.

(y) "Stock Purchase Right" means a right to purchase Common Stock pursuant to Section 11 below.

(z) "Subsidiary" means a "subsidiary corporation," whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan. Subject to the provisions of
Section 13 of the Plan, the maximum aggregate number of Shares which may be subject to option and sold under the Plan is 1,428,572 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If an Option or Stock Purchase Right expires or becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option or Stock Purchase Right, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock are repurchased by the Company at their original purchase price, and the original purchaser of such Shares did not receive any benefits of ownership of such Shares, such Shares shall become available for future grant under the Plan. For purposes of the preceding sentence, voting rights shall not be considered a benefit of Share ownership.

4. Administration of the Plan.

(a) Procedure.

(i) Multiple Administrative Bodies. The Plan may be administered by different bodies with respect to Directors, Officers and Employees

(ii) Section 162(m). To the extent that the Administrator determines it to be desirable to qualify Options granted hereunder as "performance-based compensation" within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more "outside directors" within the meaning of Section 162(m) of the Code.

(iii) Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder shall be structured to satisfy the requirements for exemption under Rule 16b-3.

(iv) Other Administration. Other than as provided above, the Plan shall be administered by (A) the Board or (B) a Committee, which committee shall be constituted to satisfy Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, including the approval, if required, of any stock exchange upon which the Common Stock is listed, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(l) of the Plan;

(ii) to select the Consultants and Employees to whom Options and Stock Purchase Rights may from time to time be granted hereunder;

(iii) to determine whether and to what extent Options and Stock Purchase Rights or any combination thereof are granted hereunder;

(iv) to determine the number of Shares to be covered by each such award granted hereunder;

(v) to approve forms of agreement for use under the Plan;

(vi) to determine the terms and conditions of any award granted hereunder;

(vii) to determine whether and under what circumstances an Option may be settled in cash under subsection 10(f) instead of Common Stock;

(viii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option has declined since the date the Option was granted; and

(ix) to allow Optionees to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Option or Stock Purchase Right that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by an Optionee to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan.

(c) Effect of Administrator's Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options or Stock Purchase Rights.

5. Eligibility. Nonstatutory Stock Options and Stock Purchase Rights may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if otherwise eligible, be granted additional Options or Stock Purchase Rights.

6. Limitations.

(a) Each Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of Shares subject to an Optionee's Incentive Stock Options granted by the Company, any Parent or Subsidiary, which become exercisable for the first time during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 6(a), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(b) Neither the Plan nor any Option or Stock Purchase Right shall confer upon any Optionee any right with respect to continuation of his or her employment or consulting relationship with the Company, nor shall it interfere in any way with his or her right or the Company's right to terminate his or her employment or consulting relationship at any time, with or without cause.

(c) The following limitations shall apply to grants of Options:

(i) No Optionee shall be granted, in any fiscal year of the Company, Options to purchase more than 500,000 Shares.

(ii) In connection with his or her initial service, a Optionee may be granted Options to purchase up to an additional 500,000 Shares which shall not count against the limit set forth in subsection
(i) above.

(iii) The foregoing limitations shall be adjusted proportionately in connection with any change in the Company's capitalization as described in Section 13.

(iv) If an Option is cancelled in the same fiscal year of the Company in which it was granted (other than in connection with a transaction described in Section 13), the cancelled Option will be counted against the limits set forth in subsections (i) and (ii) above. For this purpose, if the exercise price of an Option is reduced, the transaction will be treated as a cancellation of the Option and the grant of a new Option.

7. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company, as described in Section 19 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under
Section 15 of the Plan.

8. Term of Option. The term of each Option shall be the term stated in the Option Agreement; provided, however, that the term shall be no more than ten (10) years from the date of grant thereof. In the case of an Incentive Stock Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.

9. Option Exercise Price and Consideration.

(a) The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option

(A) granted to a person who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant.

(B) granted to any other person, the per Share exercise price shall be no less than 85% of the Fair Market Value per Share on the date of grant. In the case of a Nonstatutory Stock Option intended to qualify as "performance-based compensation" within the meaning of Section 162(m) of the Code, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant). Such consideration may consist of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (5) delivery of a properly executed exercise notice together with such other documentation as the Administrator and a broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price, or (6) any combination of the foregoing methods of payment. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

10. Exercise of Option.

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may, as authorized by the Administrator, consist of any consideration and method of payment allowable under Section 9(b) hereof. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote, receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock,

notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in
Section 13 hereof.

Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Employment or Consulting Relationship. In the event of termination of an Optionee's Continuous Status as an Employee or Consultant (but not in the event of an Optionee's change of status from Employee to Consultant (in which case an Employee's Incentive Stock Option shall automatically convert to a Nonstatutory Stock Option on the date three (3) months and one day following such change of status) or from Consultant to Employee), such Optionee may, but only within such period of time as is determined by the Administrator, of at least thirty (30) days, with such determination in the case of an Incentive Stock Option not exceeding three (3) months after the date of such termination (but in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that the Optionee was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate.

(c) Disability of Optionee. In the event of termination of an Optionee's Continuous Status as an Employee or Consultant as a result of his or her disability, the Optionee may, but only within twelve (12) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. If such disability is not a "disability" as such term is defined in
Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall automatically cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option on the day three months and one day following such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of termination, or if the Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(d) Death of Optionee. In the event of the death of an Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the expiration of the term of such Option as set forth in the Notice of Grant) by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent that the Optionee was entitled to exercise the Option on the date of death. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall immediately revert to the Plan. If, after the Optionee's death, the Optionee's estate or a person who acquires the right to exercise the Option by

bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made.

11. Non-Transferability of Options and Stock Purchase Rights. Unless otherwise determined by the Administrator, Options and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. If the Administrator makes an Option or Stock Purchase Right transferable, such Option or Stock Purchase Right shall contain such additional terms and conditions as the Administrator deems appropriate.

12. Stock Purchase Rights.

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid, and the time within which such person must accept such offer, which shall in no event exceed thirty
(30) days from the date upon which the Administrator makes the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right shall be referred to herein as "Restricted Stock."

(b) Repurchase Option. Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser's employment with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

(c) Other Provisions. The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock purchase agreements need not be the same with respect to each purchaser.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a shareholder and shall be a shareholder when his or

her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan.

13. Adjustments Upon Changes in Capitalization or Merger.

(a) Changes in Capitalization. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option or Stock Purchase Right, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options or Stock Purchase Rights have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option or Stock Purchase Right, as well as the price per share of Common Stock covered by each such outstanding Option or Stock Purchase Right, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option or Stock Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify the Optionee at least fifteen (15) days prior to such proposed action. To the extent it has not been previously exercised, the Option or Stock Purchase Right shall terminate immediately prior to the consummation of such proposed action.

(c) Merger. In the event of a merger of the Company with or into another corporation, each outstanding Option or Stock Purchase Right may be assumed or an equivalent option or right may be substituted by such successor corporation or a parent or subsidiary of such successor corporation. If, in such event, an Option or Stock Purchase Right is not assumed or substituted, the Optionee shall fully vest in and have the right to exercise the Option or Stock Purchase Right as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If an Option or Stock Purchase Right becomes fully vested and exercisable in lieu of assumption or substitution in the event of a merger or sale of assets, the Administrator shall notify the Optionee in writing or electronically that the Option or Stock Purchase Right shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option or Stock Purchase Right shall terminate upon the expiration of such period. For the purposes of this paragraph, the Option or Stock Purchase Right shall be considered assumed if, following the merger, the Option or Stock Purchase Right confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option or Stock Purchase Right immediately prior to the merger, the consideration (whether stock, cash, or other securities or property) received in the merger by holders

of Common Stock for each Share held on the effective date of the transaction (and if the holders are offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares). If such consideration received in the merger is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock subject to the Option or Stock Purchase Right, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger.

14. Time of Granting Options and Stock Purchase Rights. The date of grant of an Option or Stock Purchase Right shall, for all purposes, be the date on which the Administrator makes the determination granting such Option or Stock Purchase Right, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Employee or Consultant to whom an Option or Stock Purchase Right is so granted within a reasonable time after the date of such grant.

15. Amendment and Termination of the Plan.

(a) Amendment and Termination. The Board may at any time amend, alter, suspend or discontinue the Plan, but no amendment, alteration, suspension or discontinuation shall be made which would impair the rights of any Optionee under any grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws, the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required.

(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options or Stock Purchase Rights already granted, and such Options and Stock Purchase Rights shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company.

16. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option or Stock Purchase Right unless the exercise of such Option or Stock Purchase Right and the issuance and delivery of such Shares pursuant thereto shall comply with Applicable Laws, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option or Stock Purchase Right, the Company may require the person exercising such Option or Stock Purchase Right to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law.

17. Reservation of Shares. The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

18. Agreements. Options and Stock Purchase Rights shall be evidenced by written agreements in such form as the Administrator shall approve from time to time.

19. Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders of the Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under Applicable Laws.

20. Information to Optionees and Purchasers. The Company shall provide to each Optionee and to each individual who acquires Shares pursuant to the Plan, not less frequently than annually during the period such Optionee or purchaser has one or more Options or Stock Purchase Rights outstanding, and, in the case of an individual who acquires Shares pursuant to the Plan, during the period such individual owns such Shares, copies of annual financial statements. The Company shall not be required to provide such statements to key employees whose duties in connection with the Company assure their access to equivalent information.

SPECTRX, INC.

1995 STOCK PLAN

(AS AMENDED)

STOCK OPTION AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

Grant Number                        _________________________

Date of Grant                       _________________________

Vesting Commencement Date           _________________________

Exercise Price per Share            $________________________

Total Number of Shares Granted      _________________________

Total Exercise Price                $_________________________

Type of Option: ____ Incentive Stock Option

____ Nonstatutory Stock Option

Term/Expiration Date: _________________________

Vesting Schedule:

This Option may be exercised, in whole or in part, in accordance with the following schedule:

25% of the Shares subject to the Option shall vest twelve months after the Vesting Commencement Date, and 1/48 of the Shares subject to the Option shall vest each month thereafter.

Termination Period:

This Option may be exercised for 30 days after termination of your employment or consulting relationship, or such longer period as may be applicable upon death or disability of Optionee as provided in the Plan. In the event of the Optionee's change in status from Employee to Consultant or Consultant to Employee, this Option Agreement shall remain in effect. In no event shall this Option be exercised later than the Term/Expiration Date as provided above.

II. AGREEMENT

1. Grant of Option. SpectRx, Inc., a Delaware corporation (the "Company"), hereby grants to the Optionee named in the Notice of Grant (the "Optionee"), an option (the "Option") to purchase the total number of shares of Common Stock (the "Shares") set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the "Exercise Price") subject to the terms, definitions and provisions of the 1995 Stock Plan, as amended, (the "Plan") adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Option Agreement.

If designated in the Notice of Grant as an Incentive Stock Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds the $100,000 rule of Code Section 422(d), this Option shall be treated as a Nonstatutory Stock Option ("NSO").

2. Exercise of Option.

(a) Right to Exercise. This Option shall be exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Grant and with the applicable provisions of the Plan and this Option Agreement. In the event of Optionee's death, disability or other termination of the employment or consulting relationship, this Option shall be exercisable in accordance with the applicable provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the

Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price.

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with respect to such Shares.

3. Optionee's Representations. In the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act of 1933, as amended, at the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver to the Company his or her Investment Representation Statement in the form attached hereto as Exhibit B.

4. Method of Payment. Payment of the Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash;

(b) check;

(c) surrender of other shares of Common Stock of the Company which (A) in the case of Shares acquired pursuant to the exercise of a Company option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (B) have a Fair Market Value on the date of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or

(d) delivery of a properly executed exercise notice together with such other documentation as the Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the Exercise Price.

5. Restrictions on Exercise. This Option may not be exercised until such time as the Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any Applicable Laws.

6. Termination of Relationship. In the event an Optionee's Continuous Status as an Employee or Consultant terminates, Optionee may, to the extent otherwise so entitled at the date of such termination (the "Termination Date"), exercise this Option during the Termination Period set out in the Notice of Grant. To the extent that Optionee was not entitled to exercise this Option at the

date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate.

7. Disability of Optionee. Notwithstanding the provisions of
Section 7 above, in the event of termination of an Optionee's consulting relationship or Continuous Status as an Employee as a result of his or her disability, Optionee may, but only within twelve (12) months from the date of such termination (and in no event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination; provided, however, that if such disability is not a "disability" as such term is defined in Section 22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive Stock Option shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option on the day three months and one day following such termination. To the extent that Optionee was not entitled to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

8. Death of Optionee. In the event of termination of Optionee's Continuous Status as an Employee or Consultant as a result of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death (but in no event later than the date of expiration of the term of this Option as set forth in Section 10 below), by Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee could exercise the Option at the date of death.

9. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

10. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Option. The limitations set out in Section 8 of the Plan regarding Options designated as Incentive Stock Options and Options granted to more than ten percent (10%) stockholders shall apply to this Option.

11. Tax Consequences. Set forth below is a brief summary as of the date of this Option of some of the federal and Delaware tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or Delaware income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise

Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

(b) Exercise of ISO Following Disability. If the Optionee's Continuous Status as an Employee or Consultant terminates as a result of disability that is not total and permanent disability as defined in Section 22(e)(3) of the Code, to the extent permitted on the date of termination, the Optionee must exercise an ISO within three months of such termination for the ISO to be qualified as an ISO.

(c) Exercise of Nonstatutory Stock Option. There may be a regular federal income tax liability and Delaware income tax liability upon the exercise of a Nonstatutory Stock Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price. If Optionee is an Employee or a former Employee, the Company will be required to withhold from Optionee's compensation or collect from Optionee and pay to the applicable taxing authorities an amount in cash equal to a percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise.

(d) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital gain for federal and Delaware income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal and Delaware income tax purposes. If Shares purchased under an ISO are disposed of within such one-year period or within two years after the Date of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the difference between the Exercise Price and the lesser of (1) the Fair Market Value of the Shares on the date of exercise, or (2) the sale price of the Shares.

(e) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (1) the date two years after the Date of Grant, or (2) the date one year after the date of exercise, the Optionee shall immediately notify the Company in writing of such disposition. Optionee agrees that Optionee may be subject to income tax withholding by the Company on the compensation income recognized by the Optionee.

12. Entire Agreement; Governing Law. The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely

to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by Delaware law except for that body of law pertaining to conflict of laws.

SPECTRX, INC.
a Delaware corporation

By:___________________________

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Option. Optionee further agrees to notify the Company upon any change in the residence address indicated below.

Dated:________________________          ___________________________________
                                        Optionee

                                        Residence Address:

                                        ___________________________________

                                        ___________________________________

EXHIBIT A

1995 STOCK PLAN

EXERCISE NOTICE

SpectRx, Inc.
6025 A Unity Drive
Norcross, GA 30071

Attention: Secretary

1. Exercise of Option. Effective as of today, ___________, 19__, the undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase _________ shares of the Common Stock (the "Shares") of SpectRx, Inc. (the "Company") under and pursuant to the 1995 Stock Plan, as amended (the "Plan") and the [ ] Incentive [ ] Nonstatutory Stock Option Agreement dated ___________, 19__ (the "Option Agreement").

2. Delivery of Payment. Optionee herewith delivers to the Company the full Exercise Price for the Shares.

3. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their terms and conditions.

4. Rights as Stockholder. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such stock certificate promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 13 of the Plan.

5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultants Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

6. Entire Agreement. The Plan and Notice of Grant/Option Agreement are incorporated herein by reference. This Agreement, the Plan, and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter

hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser

Submitted by:                           Accepted by:

OPTIONEE:                               SPECTRX, INC.


                                        By:_____________________________________

                                        Its:____________________________________

___________________________________
(Signature)


Address:                                Address:

___________________________________     6025 A Unity Drive
___________________________________     Norcross, GA 30071

SPECTRX, INC.

1995 STOCK PLAN

(AS AMENDED)

NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Notice of Grant.

[Grantee's Name and Address]

You have been granted the right to purchase Common Stock of the Company, subject to the Company's Repurchase Option and your Continuous Status as an Optionee (as described in the Plan and the attached Restricted Stock Purchase Agreement), as follows:

Grant Number                                _________________________

Date of Grant                               _________________________

Price Per Share                             $________________________

Total Number of Shares Subject              _________________________
  to This Stock Purchase Right

Expiration Date:                            _________________________

GRANTEE:                                         SPECTRX, INC.


___________________________                      _______________________________
Signature                                        By

___________________________                      _______________________________
Print Name                                       Title

EXHIBIT A-1

SPECTRX, INC.

1995 STOCK PLAN

(AS AMENDED)

RESTRICTED STOCK PURCHASE AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Restricted Stock Purchase Agreement.

WHEREAS the Purchaser named in the Notice of Grant, (the "Purchaser") is an Optionee, and the Purchaser's continued participation is considered by the Company to be important for the Company's continued growth; and

WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Administrator has granted to the Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan and the Notice of Grant, which are incorporated herein by reference, and pursuant to this Restricted Stock Purchase Agreement (the "Agreement").

NOW THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase shares of the Company's Common Stock (the "Shares"), at the per Share purchase price and as otherwise described in the Notice of Grant.

2. Payment of Purchase Price. The purchase price for the Shares may be paid by delivery to the Company at the time of execution of this Agreement of cash, a check, or some combination thereof.

3. Repurchase Option.

(a) In the event the Purchaser ceases to maintain Continuous Status as an Optionee for any or no reason (including death or disability) before all of the Shares are released from the Company's Repurchase Option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of sixty (60) days from such date to repurchase up to that number of shares which constitute the Unreleased Shares (as defined in Section 4) at the original purchase price per share (the "Repurchase Price"). The Repurchase Option shall be exercised by the Company by delivering written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) AND, at the Company's option, (i) by delivering to the Purchaser or the Purchaser's executor

a check in the amount of the aggregate Repurchase Price, or (ii) by cancelling an amount of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals the aggregate Repurchase Price. Upon delivery of such notice and the payment of the aggregate Repurchase Price, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(b) Whenever the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement and purchase all or a part of such Shares. If the Fair Market Value of the Shares to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the aggregate Repurchase Price of such Shares, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the aggregate Repurchase Price of such Shares.

4. Release of Shares From Repurchase Option.

(a) _______________________ percent (______%) of the Shares shall be released from the Company's Repurchase Option [one year] after the Date of Grant and __________________ percent (______%) of the Shares [at the end of each month thereafter], provided that the Purchaser maintains Continuous Status as an Optionee prior to the date of any such release.

(b) Any of the Shares that have not yet been released from the Repurchase Option are referred to herein as "Unreleased Shares."

(c) The Shares that have been released from the Repurchase Option shall be delivered to the Purchaser at the Purchaser's request (see Section 6).

5. Restriction on Transfer. Except for the escrow described in
Section 6 or the transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until such Shares are released from the Company's Repurchase Option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution.

6. Escrow of Shares.

(a) To ensure the availability for delivery of the Purchaser's Unreleased Shares upon repurchase by the Company pursuant to the Repurchase Option, the Purchaser shall, upon execution of this Agreement, deliver and deposit with an escrow holder designated by the Company (the "Escrow Holder") the share certificates representing the Unreleased Shares, together with the stock assignment duly endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares and stock

assignment shall be held by the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3, until such time as the Company's Repurchase Option expires. As a further condition to the Company's obligations under this Agreement, the Company may require the spouse of Purchaser, if any, to execute and deliver to the Company the Consent of Spouse attached hereto as Exhibit A-4.

(b) The Escrow Holder shall not be liable for any act it may do or omit to do with respect to holding the Unreleased Shares in escrow while acting in good faith and in the exercise of its judgment.

(c) If the Company or any assignee exercises the Repurchase Option hereunder, the Escrow Holder, upon receipt of written notice of such exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(d) When the Repurchase Option has been exercised or expires unexercised or a portion of the Shares has been released from the Repurchase Option, upon request the Escrow Holder shall promptly cause a new certificate to be issued for the released Shares and shall deliver the certificate to the Company or the Purchaser, as the case may be.

(e) Subject to the terms hereof, the Purchaser shall have all the rights of a shareholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. If, from time to time during the term of the Repurchase Option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Repurchase Option.

7. Legends. The share certificate evidencing the Shares, if any, issued hereunder shall be endorsed with the following legend (in addition to any legend required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

8. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

9. Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), taxes as ordinary income the difference between the purchase price for the Shares and the Fair Market Value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to the Repurchase Option. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Repurchase Option expires by filing an election under Section 83(b) of the Code with the IRS within 30 days from the date of purchase. The form for making this election is attached as Exhibit A-5 hereto.

THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

10. General Provisions.

(a) This Agreement shall be governed by the internal substantive laws, but not the choice of law rules of Georgia. This Agreement, subject to the terms and conditions of the Plan and the Notice of Grant, represents the entire agreement between the parties with respect to the purchase of the Shares by the Purchaser. Subject to Section 15(a) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of the Plan shall prevail. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.

(b) Any notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party hereto.

(c) The rights of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

(d) Either party's failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any other provision of this Agreement. The rights granted both parties hereunder are cumulative and shall not constitute a waiver of either party's right to assert any other legal remedy available to it.

(e) The Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUOUS SERVICE AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED STATUS AS AN OPTIONEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S RELATIONSHIP WITH THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE.

By Purchaser's signature below, Purchaser represents that he or she is familiar with the terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchaser has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of this Agreement. Purchaser agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan or this Agreement. Purchaser further agrees to notify the Company upon any change in the residence indicated in the Notice of Grant.

DATED:  _____________________

PURCHASER:                              SPECTRX, INC.


______________________________          __________________________________
Signature                               By

______________________________          __________________________________
Print Name                              Title

EXHIBIT A-2

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I, __________________________, hereby sell, assign and transfer unto _____________________________________________________________ (__________) shares of the Common Stock of Spectrx, Inc. standing in my name of the books of said corporation represented by Certificate No. _____ herewith and do hereby irrevocably constitute and appoint to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock Purchase Agreement (the "Agreement") between________________________ and the undersigned dated ______________, 19__.

Dated: _______________, 19

Signature:______________________________

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to exercise the Repurchase Option, as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.

EXHIBIT A-3

JOINT ESCROW INSTRUCTIONS

______, 19__

Corporate Secretary
Spectrx, Inc.
6025 A Unity Drive
Norcross, GA 30071

Dear _________________:

As Escrow Agent for both Spectrx, Inc., a Delaware corporation (the "Company"), and the undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby authorized and directed to hold the documents delivered to you pursuant to the terms of that certain Restricted Stock Purchase Agreement ("Agreement") between the Company and the undersigned, in accordance with the following instructions:

1. In the event the Company and/or any assignee of the Company (referred to collectively as the "Company") exercises the Company's Repurchase Option set forth in the Agreement, the Company shall give to Purchaser and you a written notice specifying the number of shares of stock to be purchased, the purchase price, and the time for a closing hereunder at the principal office of the Company. Purchaser and the Company hereby irrevocably authorize and direct you to close the transaction contemplated by such notice in accordance with the terms of said notice.

2. At the closing, you are directed (a) to date the stock assignments necessary for the transfer in question, (b) to fill in the number of shares being transferred, and (c) to deliver same, together with the certificate evidencing the shares of stock to be transferred, to the Company or its assignee, against the simultaneous delivery to you of the purchase price (by cash, a check, or some combination thereof) for the number of shares of stock being purchased pursuant to the exercise of the Company's Repurchase Option.

3. Purchaser irrevocably authorizes the Company to deposit with you any certificates evidencing shares of stock to be held by you hereunder and any additions and substitutions to said shares as defined in the Agreement. Purchaser does hereby irrevocably constitute and appoint you as Purchaser's attorney-in-fact and agent for the term of this escrow to execute with respect to such securities all documents necessary or appropriate to make such securities negotiable and to complete any transaction herein contemplated, including but not limited to the filing with any applicable state blue sky authority of any required applications for consent to, or notice of transfer of, the securities. Subject to the provisions of this paragraph 3, Purchaser shall exercise all rights and privileges of a shareholder of the Company while the stock is held by you.

4. Upon written request of the Purchaser, but no more than once per calendar year, unless the Company's Repurchase Option has been exercised, you shall deliver to Purchaser a certificate or certificates representing so many shares of stock as are not then subject to the Company's Repurchase Option. Within 90 days after Purchaser ceases to maintain Continuous Status as an Optionee, you shall deliver to Purchaser a certificate or certificates representing the aggregate number of shares held or issued pursuant to the Agreement and not purchased by the Company or its assignees pursuant to exercise of the Company's Repurchase Option.

5. If at the time of termination of this escrow you should have in your possession any documents, securities, or other property belonging to Purchaser, you shall deliver all of the same to Purchaser and shall be discharged of all further obligations hereunder.

6. Your duties hereunder may be altered, amended, modified or revoked only by a writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by you to be genuine and to have been signed or presented by the proper party or parties. You shall not be personally liable for any act you may do or omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith, and any act done or omitted by you pursuant to the advice of your own attorneys shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law, and are hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case you obey or comply with any such order, judgment or decree, you shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such compliance, notwithstanding any such order, judgment or decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity, authorities or rights of the parties executing or delivering or purporting to execute or deliver the Agreement or any documents or papers deposited or called for hereunder.

10. You shall not be liable for the outlawing of any rights under the statute of limitations with respect to these Joint Escrow Instructions or any documents deposited with you.

11. You shall be entitled to employ such legal counsel and other experts as you may deem necessary properly to advise you in connection with your obligations hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor.

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall cease to be an officer or agent of the Company or if you shall resign by written notice to each party. In the event of any such termination, the Company shall appoint a successor Escrow Agent.

13. If you reasonably require other or further instruments in connection with these Joint Escrow Instructions or obligations in respect hereto, the necessary parties hereto shall join in furnishing such instruments.

14. It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the securities held by you hereunder, you are authorized and directed to retain in your possession without liability to anyone all or any part of said securities until such disputes shall have been settled either by mutual written agreement of the parties concerned or by a final order, decree or judgment of a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but you shall be under no duty whatsoever to institute or defend any such proceedings.

15. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States Post Office, by registered or certified mail with postage and fees prepaid, addressed to each of the other parties thereunto entitled at the following addresses or at such other addresses as a party may designate by ten days' advance written notice to each of the other parties hereto.

COMPANY:                        Spectrx, Inc.
                                6025 A Unity Drive
                                Norcross, GA  30071

PURCHASER:                      __________________________


                                __________________________

ESCROW AGENT:                   Corporate Secretary
                                Spectrx, Inc.
                                6025 A Unity Drive
                                Norcross, GA  30071

16. By signing these Joint Escrow Instructions, you become a party hereto only for the purpose of said Joint Escrow Instructions; you do not become a party to the Agreement.

17. This instrument shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.

18. These Joint Escrow Instructions shall be governed by, and construed and enforced in accordance with, the internal substantive laws, but not the choice of law rules, of Georgia.

Very truly yours,

SPECTRX, INC.

PURCHASER:

ESCROW AGENT:

EXHIBIT A-4

CONSENT OF SPOUSE

I, ____________________, spouse of ___________________, have read and approve the foregoing Restricted Stock Purchase Agreement (the "Agreement"). In consideration of the Company's grant to my spouse of the right to purchase shares of Spectrx, Inc., as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, 19

EXHIBIT A-5

ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income for the current taxable year the amount of any compensation taxable to taxpayer in connection with his or her receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME:                     TAXPAYER:           SPOUSE:

ADDRESS:

IDENTIFICATION NO.:       TAXPAYER:           SPOUSE:

TAXABLE YEAR:

2. The property with respect to which the election is made is described as follows: __________ shares (the "Shares") of the Common Stock of
[Company name] (the "Company").

3. The date on which the property was transferred is: _____________, 19__.

4. The property is subject to the following restrictions:

The Shares may be repurchased by the Company, or its assignee, upon certain events. This right lapses with regard to a portion of the Shares based on the continued performance of services by the taxpayer over time.

5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is:
$_______________.

6. The amount (if any) paid for such property is:

$_______________.

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated: ___________________, 19____ ________________________________________ Taxpayer

The undersigned spouse of taxpayer joins in this election.

Dated: ___________________, 19____ ________________________________________

EXHIBIT 10.3

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

SPECTRX, INC.

6015D Unity Drive
Norcross, GA 30071

TABLE OF CONTENTS

                                                                                                               PAGE
                                                                                                               ----
SECTION 1 - Authorization and Sale of Preferred Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

     1.1    Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     1.2    Sales of Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

SECTION 2 - Closing Dates; Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

     2.1    Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     2.2    Delivery.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
     2.3    Subsequent Sales.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2

SECTION 3 - Representations and Warranties of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . .    2

     3.1    Organization and Standing; Articles and By-Laws  . . . . . . . . . . . . . . . . . . . . . . . . .    2
     3.2    Corporate Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     3.3    Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     3.4    Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    2
     3.5    Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
     3.6    Labor Agreements and Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    3
     3.7    Agreements; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    4
     3.8    Title to Properties and Assets; Liens, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
     3.9    Compliance with Other Instruments, None Burdensome, etc  . . . . . . . . . . . . . . . . . . . . .    5
     3.10   Litigation, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    5
     3.11   Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.12   Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.13   Governmental Consent, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.14   Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.15   Brokers or Finders; Other Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    6
     3.16   Patents and Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7
     3.17   Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    7

SECTION 4 - Representations and Warranties of the Purchasers . . . . . . . . . . . . . . . . . . . . . . . . .    8

     4.1    Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     4.2    Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     4.3    Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     4.4    No Public Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     4.5    Access to Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    8
     4.6    Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     4.7    Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     4.8    Tax Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9

SECTION 5 - Conditions to Closing of Purchasers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9

     5.1    Representations and Warranties Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     5.2    Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9

TABLE OF CONTENTS
(CONTINUED)

                                                                                                               PAGE
                                                                                                               ----
     5.3    Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
     5.4    Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.5    Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.6    Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.7    Registration Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.8    Directors  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.9    Samuels Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.10   Ignotz Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
     5.11   Eppstein Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

SECTION 6 - Conditions to Closing of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10

     6.1    Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     6.2    Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     6.3    Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     6.4    Legal Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     6.5    Employment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

SECTION 7 - Affirmative Covenants of the Company and the
            Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

     7.1    Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
     7.2    Assignment of Rights to Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     7.3    Incentive Stock Purchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     7.4    Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
     7.5    Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

SECTION 8 - Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

SECTION 9 - Purchasers' Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

     9.1    Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   13

SECTION 10 - Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15

     10.1   Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     10.2   Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     10.3   Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     10.4   Entire Agreement; Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     10.5   Notices, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
     10.6   Delays or Omissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     10.7   California Corporate Securities Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     10.8   Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
     10.9   Finder's Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     10.10  Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     10.11  Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
     10.12  Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   17

EXHIBITS
     A         Schedule of Purchasers
     B         Amended and Restated Articles of Incorporation
     C         Exceptions to Representations and Warranties
     D         Proprietary Information Agreement
     E         Registration Rights Agreement
     F         License Agreement
     G         Legal Opinion
     H         Samuels Agreement
     I         Ignotz Agreement
     J         Eppstein Agreement
     K         Employment Agreement
     L         Holders of Common Stock

SPECTRX, INC.

SERIES A PREFERRED STOCK PURCHASE AGREEMENT

This Agreement is made as of February 5, 1993 among Spectrx, Inc., a Delaware corporation (the "Company"), and the persons and entities listed on the Schedule of Purchasers attached hereto as Exhibit A (the "Purchasers").

SECTION 1

AUTHORIZATION AND SALE OF PREFERRED STOCK

1.1 AUTHORIZATION. The Company will authorize the sale and issuance of up to 2,000,000 shares of its Series A Preferred Stock, (the "Shares"), having the rights, privileges and preferences as set forth in the Amended and Restated Certificate of Incorporation (the "Articles") in the form attached to this Agreement as Exhibit B.

1.2 SALES OF PREFERRED. Subject to the terms and conditions hereof, the Company will severally issue and sell to each of such Purchasers and the Purchasers will severally buy from the Company the total number of shares of Series A Preferred Stock set forth in column 2 of the Schedule of Purchasers at the Closing (as defined below) for the purchase price set forth in column 3 of the Schedule of Purchasers. The Company's agreements with each of the Purchasers are separate agreements, and the sales to each of the Purchasers are separate sales.

SECTION 2

CLOSING DATES; DELIVERY

2.1 CLOSING DATE. The closing of the purchase and sale of the Series A Preferred Stock hereunder (the "Closing") shall be held at the offices of Wilson, Sonsini, Goodrich & Rosati, a Professional Corporation, Two Palo Alto Square, Suite 900, Palo Alto, California 94306 at 10:00 a.m., local time, on February 5, 1993 or at such other time and place upon which the Company and the Purchasers shall agree.

2.2 DELIVERY. At the Closing, the Company will deliver to each Purchaser a certificate, registered in such Purchaser's name, representing the number of Shares to be purchased by such Purchaser at such Closing as specified in the Schedule of Purchasers, against

payment of the purchase price therefor by check payable to the Company, or by wire transfer per the Company's wiring instructions.

2.3 SUBSEQUENT SALES. At any time on or before the 30th day following the Closing, the Company may sell up to the balance of the authorized Series A Preferred Stock not sold at the Closing. All such sales shall be made on the terms and conditions set forth in this Agreement and the purchasers thereof shall be "Purchasers" under this Agreement. Should any such sales be made, the Company shall prepare and distribute to the Purchasers a revised Exhibit A to this Agreement reflecting such sales.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on Exhibit C attached hereto, the Company represents and warrants to the Purchasers as follows:

3.1 ORGANIZATION AND STANDING; ARTICLES AND BY-LAWS. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia, and the failure to be so qualified will not have a material adverse affect on the Company's business as now conducted or as now proposed to be conducted.

3.2 CORPORATE POWER. The Company will have at the Closing all requisite legal and corporate power and authority to execute and deliver this Agreement and the agreements set forth as Exhibits hereto (collectively, the "Agreements"), to sell and issue the Shares hereunder, to issue the Common Stock issuable upon conversion of the Shares and to carry out and perform its obligations under the terms of the Agreements.

3.3 SUBSIDIARIES. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.

3.4 CAPITALIZATION. The authorized capital stock of the Company consists or will, upon the filing of the Articles, consist of 10,000,000 shares of Common Stock, 2,000,000 shares of Series A

Preferred Stock and 2,000,000 shares of Series A1 Preferred Stock (the Series A and Series A1 Preferred Stock shall be referred to as the "Preferred"). Immediately prior to the Closing 1,650,000 shares of Common Stock will be outstanding and no other shares of capital stock will be outstanding. Exhibit L attached hereto sets forth a true, complete and correct list of the record and beneficial holders of the issued and outstanding shares of Common Stock of the Company. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. The Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The Company has reserved 2,000,000 shares of Common Stock for issuance upon conversion of the Preferred, and 500,000 shares of its Common Stock for issuance pursuant to its 1993 Incentive Stock Plan. Except for those set forth in this Agreement and the Exhibits thereto (collectively, the "Agreements"), there are no options, warrants or other rights (including conversion or preemptive rights) or agreements outstanding to purchase any of the Company's authorized and unissued capital stock.

3.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Shares (and the Common Stock issuable upon conversion of the Preferred) and the performance of all of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement hereof may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred and such Common Stock will be free of any liens or encumbrances, assuming the Purchasers take the shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred (and the Common Stock

issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.

3.6 LABOR AGREEMENTS AND ACTIONS. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company, nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and, to the best of the Company's knowledge, each employee of the Company is terminable at the will of the Company.

3.7 AGREEMENTS; ACTION.

(a) Except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof nor are there agreements or understandings between any person and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.

(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $5,000 or, in the case of indebtedness and/or

liabilities individually less than $5,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

3.8 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) the lien of current taxes not yet due and payable, and (ii) possible minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company, and which have not arisen otherwise than in the ordinary course of business.

3.9 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation or default of any term of its Articles of Incorporation or Bylaws, or in any material respect of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree, and to the best of its knowledge is not in violation of any statute, rule or regulation applicable to the Company where such violation would materially and adversely affect the Company. The execution, delivery and performance of and compliance with the Agreements, and the issuance of the Preferred and the Common Stock issuable upon conversion of the Preferred, have not resulted and will not result in any material violation of, or conflict with, or constitute with or without the passage of time and the giving of notice a material violation or default under, the Company's Articles or Bylaws or any of its agreements nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company; and there is no such violation or default which materially and adversely affects the business of the Company or any of its properties or assets.

3.10 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to the best of the Company's knowledge, is there any reasonable basis

therefor or threat thereof). The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreement with their former employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.11 EMPLOYEES. To the best of the Company's knowledge, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company or any other party because of the nature of the business conducted or to be conducted by the Company. Each employee of the Company with access to confidential or proprietary information has executed a Proprietary Information Agreement, the form of which is attached hereto as Exhibit D.

3.12 REGISTRATION RIGHTS. Except as set forth in the Registration Rights Agreement attached hereto as Exhibit E, the Company is not under any contractual obligation to register (as defined in Section 1 of the Registration Rights Agreement) any of its presently outstanding securities or any of its securities which may hereafter be issued.

3.13 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Shares (and the Common Stock issuable upon conversion of the Shares), or the consummation of any other transaction contemplated hereby, except (a) filing of the Articles in the office of the Delaware Secretary of State (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Preferred (and the Common Stock issuable upon conversion of the Preferred) under applicable Blue Sky laws, which filings and qualifications, if required, will be accomplished in a timely manner.

3.14 OFFERING. Subject to the accuracy of the Purchasers' representations in Section 4 hereof, the offer, sale and issuance of the Shares to be issued in conformity with the terms of this Agreement, and the issuance of the Common Stock to be issued upon

conversion of the Preferred, constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and in compliance with applicable state securities laws.

3.15 BROKERS OR FINDERS; OTHER OFFERS. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

3.16 PATENTS AND TRADEMARKS. There are no outstanding options, licenses, or agreements of any kind relating to the intellectual property of the Company. Except for the license from Georgia Tech Research Corporation attached hereto as Exhibit F, the Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

3.17 DISCLOSURE. This Agreement with the Exhibits hereto and all other certificates delivered in connection herewith, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. The Company has fully provided each Purchaser with all the information such Purchaser has requested for deciding whether to purchase the Shares and all

information which the Company believes is reasonably necessary to enable such Purchaser to make such decision.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby severally represents and warrants to the Company with respect to the purchase of the Shares as follows:

4.1 EXPERIENCE. It has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.

4.2 INVESTMENT. It is acquiring the Shares and the Common Stock underlying the Preferred for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Shares to be purchased and the Common Stock underlying the Preferred have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein.

4.3 RULE 144. It acknowledges that the Preferred and the underlying Common Stock must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations.

4.4 NO PUBLIC MARKET. It understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company's securities.

4.5 ACCESS TO DATA. It has had an opportunity to discuss the Company's business, management and financial affairs with its management. It has also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. It understands that such discussions, as well as any written information issued by the Company, were intended to describe certain aspects of the Company's business and prospects but were not a thorough or exhaustive description.

4.6 AUTHORIZATION. This Agreement when executed and delivered by such Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

4.7 BROKERS OR FINDERS. The Company has not, and will not, incur, directly or indirectly, as a result of any action taken by such Purchaser, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

4.8 TAX LIABILITY. It has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement (including any tax consequences resulting from the recently enacted tax legislation). It relies solely on such advisors and not on any statements or representations of the Company or any of its agents. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

SECTION 5

CONDITIONS TO CLOSING OF PURCHASERS

The Purchasers' obligations to purchase the Series A Preferred Stock at the Closing are, at the option of the Purchasers, subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

5.3 OPINION OF COMPANY'S COUNSEL. The Purchasers shall have received from Wilson, Sonsini, Goodrich & Rosati, counsel to the Company, an opinion addressed to them, dated the Closing Date, in substantially the form of Exhibit G.

5.4 COMPLIANCE CERTIFICATE. The Company shall have delivered to the Purchasers a certificate of the Company executed by the President of the Company, dated as of the Closing certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.

5.5 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Warrants and the Preferred and the Common Stock issuable upon conversion of the Preferred.

5.6 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

5.7 REGISTRATION RIGHTS AGREEMENT. The Company and the parties listed thereon shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit E.

5.8 DIRECTORS. Effective as of the Closing Date, the Company's Board of Directors will consist of Mark Samuels and Keith Ignotz, two persons chosen by the Purchasers and a fifth person to be chosen by the holders of Common Stock.

5.9 SAMUELS AGREEMENT. Mark Samuels shall enter into a stockholder agreement with the Company and the Purchasers in substantially the form attached hereto as Exhibit H.

5.10 IGNOTZ AGREEMENT. Keith Ignotz shall enter into a stockholder agreement with the Company and the Purchasers in substantially the form attached hereto as Exhibit I.

5.11 EPPSTEIN AGREEMENT. Jonathan Eppstein shall enter into a stockholder agreement with the Company and the Purchasers in substantially the form attached hereto as Exhibit J.

SECTION 6

CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to sell and issue the Series A Preferred Stock at the Closing is, at the option of the Company, subject to the fulfillment as of the Closing of the following conditions:

6.1 REPRESENTATIONS. The representations made by the Purchasers in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing.

6.2 BLUE SKY. The Company shall have obtained all necessary Blue Sky law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Preferred and the Common Stock issuable upon conversion of the Preferred.

6.3 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

6.4 LEGAL MATTERS. All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been reasonably approved by counsel to the Company.

6.5 EMPLOYMENT AGREEMENT. Keith Ignotz and the Company shall have entered into an employment agreement in the form attached hereto as Exhibit K.

SECTION 7

AFFIRMATIVE COVENANTS OF THE COMPANY AND THE PURCHASERS

The Company hereby covenants and agrees as follows:

7.1 FINANCIAL INFORMATION. As long as a Purchaser holds not less than 400,000 shares of Preferred and/or Common Stock issued upon conversion of the Preferred:

(a) As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and consolidated statements of changes in financial position of the Company and its subsidiaries, if any, for such year, prepared in

accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year (or, at the election of the Company, setting forth in comparative form the budgeted figures for the fiscal year then reported), all in reasonable detail and audited by independent public accountants of national standing selected by the Company.

(b) As soon as practicable after the end of each month, and in any event within 15 days thereafter, an unaudited quarterly report including a balance sheet, profit and loss statement cash flow analysis (prepared in accordance with generally accepted accounting principles other than for accompanying notes and subject to changes resulting from year-end audit adjustments).

7.2 ASSIGNMENT OF RIGHTS TO FINANCIAL INFORMATION. The rights granted pursuant to Section 7.1 may not be assigned or otherwise conveyed by any Purchaser or by any subsequent transferee of any such rights without the prior written consent of the Company; provided, however, that any Purchaser may assign to any transferee, other than a competitor of the Company, and after giving notice to the Company, the rights granted pursuant to Section 7.1 to (i) a transferee who acquires at least 400,000 shares of Preferred and/or Common Stock issued upon conversion of the Preferred (appropriately adjusted for Recapitalizations) or (ii) any constituent partner of a Purchaser.

7.3 INCENTIVE STOCK PURCHASE. The Company hereby covenants and agrees that an aggregate of 400,000 Shares of the Company's Common Stock shall be sold to Mark Samuels and Keith Ignotz, within eleven months from the Closing, at a purchase price equal to the lesser of (i) fair market value or
(ii) $.40 per share. The Board of Directors shall allocate the 400,000 Shares among Mark Samuels and Keith Ignotz. The 400,000 Shares shall be subject to repurchase by the Company following issuance if the Purchaser of such shares is no longer employed by the Company. This repurchase right will lapse (i) as to 25% of the issued shares upon payment of the purchase price and (ii) as to the remaining 75% ratably, on a monthly basis, over the 36 months following payment of the purchase price.

7.4 INSPECTION. The Company shall permit each Purchaser, at such Investor's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor, provided, however, that the Company shall not be obligated pursuant to this Section 7.4 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

7.5 TERMINATION OF COVENANTS. The covenants set forth in this Sections 7.1, 7.2 and 7.4 shall terminate and be of no further force or effect at such time as the Company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

SECTION 8

REGISTRATION RIGHTS

The Purchasers shall have the registration rights set forth in the Registration Rights Agreement attached hereto as Exhibit E.

SECTION 9

PURCHASERS' RIGHT OF FIRST REFUSAL

9.1 RIGHT OF FIRST REFUSAL. The Company hereby grants to each Purchaser the right of first refusal to purchase all or any part of such Purchaser's pro rata share of New Securities (as defined in this Section 9.1) which the Company may, from time to time, propose to sell and issue. A pro rata share, for purposes of this right of first refusal, is the ratio that the sum of the number of shares of Common Stock then held by such Purchaser and the number of shares of Common Stock issuable upon conversion of the Preferred Stock then held by such Purchaser bears to the sum of (i) the total number of shares of Common Stock then outstanding plus (ii) the number of shares of Common Stock issuable upon conversion of the then outstanding Preferred Stock, plus (iii) the number of shares issuable upon exercise of outstanding options and warrants plus (iv) any shares reserved for future issuance pursuant to plans approved by the Company's Board of Directors.

(a) Except as set forth below, "New Securities" shall mean any shares of capital stock of the Company including Common Stock and Preferred Stock, whether now authorized or not, and rights, options or warrants to purchase said shares of Common Stock or Preferred, and securities of any type whatsoever that are, or may become, convertible into said shares of Common Stock or Preferred. Notwithstanding the foregoing, "New Securities" does not include (i) the Shares purchased under this Agreement, including Common Stock issuable upon conversion of the Preferred, (ii) securities offered to the public generally pursuant to a registration statement or pursuant to Regulation A under the Securities Act, (iii) securities issued pursuant to the acquisition of another corporation by the Company by merger, purchase of

substantially all of the assets or other reorganization whereby the Company or its shareholders own not less than fifty-one percent (51%) of the voting power of the surviving or successor corporation, (iv) shares of the Company's Common Stock or related options convertible into such Common Stock issued to employees, officers and directors of, and consultants, customers, licensors, and vendors to, the Company, pursuant to any arrangement approved by the Board of Directors of the Company, (v) stock issued pursuant to any rights or agreements including without limitation convertible securities, options and warrants, provided that the rights of first refusal established by this Section 9.1 apply with respect to the initial sale or grant by the Company of such rights or agreements, (vi) stock issued in connection with any stock split, stock dividend or recapitalization by the Company.

(b) In the event the Company proposes to undertake an issuance of New Securities, it shall give each Purchaser notice of its intention, describing the type of New Securities, and the price and terms upon which the Company proposes to issue the same. Each Purchaser shall have twenty
(20) days from the date of such notice to agree to purchase up to their respective pro rata shares of such New Securities for the price and upon the terms specified in the notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

(c) In the event a Purchaser fails to exercise the right of first refusal within said twenty (20) day period, the Company shall have one hundred (100) days thereafter to enter into an agreement and sell the New Securities not elected to be purchased by Purchasers at the price and upon the terms no more favorable to the purchasers of such securities than specified in the Company's notice. In the event the Company has not entered into an agreement and closed the sale of the New Securities within said one hundred
(100) day period, the Company shall not thereafter issue or sell any New Securities, without first offering such securities in the manner provided above.

(d) The right of first refusal granted under this Agreement shall expire upon the first to occur of the following: (i) upon the closing of a firm commitment underwritten public offering pursuant to an effective registation statement under the Securities Act covering the offer and sale of Common Stock of which the aggregate gross proceeds attributable to sales for the account of the Company exceed $10,000,000 at a per share issuance price of $5.00 per share; or (ii) as to a Purchaser if such Purchaser no longer holds 400,000 shares of Preferred and/or Common Stock issued upon conversion of the Preferred (appropriately adjusted for Recapitalizations).

(e) The right of first refusal hereunder is not assignable except by each of such Purchasers to any wholly-owned subsidiary or constituent partner who acquires at least 400,000 shares (appropriately adjusted for Recapitalizations).

SECTION 10

MISCELLANEOUS

10.1 GOVERNING LAW. This Agreement shall be governed in all respects by the internal laws of the State of California as applied to agreements entered into among California residents to be performed entirely within California.

10.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser and the closing of the transactions contemplated hereby.

10.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of a Purchaser to purchase the Preferred shall not be assignable without the consent of the Company.

10.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents delivered pursuant hereto at the Closing constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred may, with the Company's prior written consent, waive, modify or amend on behalf of all Purchasers, any provision hereof except Section 7.3 (which also requires the consent of Mark Samuels and Keith Ignotz) hereof.

10.5 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to a Purchaser, at such Purchaser's address set forth in Exhibit A, or

at such other address as such Purchaser shall have furnished to the Company in writing, or (b) if to any other holder of any Shares, at such address as such holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such Shares who has so furnished an address to the Company, or (c) if to the Company, one copy should be sent to its address set forth on the cover page of this Agreement and addressed to the attention of the Corporate Secretary, or at such other address as the Company shall have furnished to the Purchasers.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

10.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any holder of any Shares, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

10.7 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

10.8 EXPENSES.

(a) The Company and each Purchaser shall bear its own legal and other expenses with respect to this Agreement.

(b) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement (including any exhibit or schedule hereto), the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

10.9 FINDER'S FEES. With respect to any finder's fees arising out of the purchase of the Shares pursuant to this Agreement:

(a) The Company hereby agrees to indemnify and to hold the Purchasers harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its employees or representatives are responsible.

(b) Each Purchaser hereby agrees to indemnify and to hold the Company harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its employees or representatives, are responsible.

10.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Purchasers, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

10.11 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

10.12 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.

The foregoing agreement is hereby executed as of the date first above written.

"COMPANY"                                   "PURCHASERS"

SPECTRX, INC.                               HILLMAN MEDICAL VENTURES 1993
a Delaware corporation                       L.P., a Delaware limited
                                             partnership


By:                                         By: Hillman/Dover Limited
    ------------------------------------        Partnership, general partner

Title:
      ----------------------------------

                                            By: Wilmington Securities, Inc., its
                                                sole general partner


                                            By:
                                                --------------------------------

                                            Title:
                                                   -----------------------------


                                            NORO-MOSELEY PARTNERS II, L.P.,
                                             a Georgia limited partnership


                                            By: Moseley & Company, II,
                                                general partner


                                            By:
                                               ---------------------------------
                                                Jack R. Kelly Jr.

                                            Title: General Partner

EXHIBIT A

SCHEDULE OF PURCHASERS

                        (1)                                     (2)                          (3)

                                                         Number of Shares of        Aggregate Purchase Price
                  Name and Address                       Series A Preferred          of Series A Preferred
- ---------------------------------------------        --------------------------   ----------------------------
 Hillman Medical Ventures 1993 L.P.                                 1,000,000                   $1,000,000.00
 824 Market Street, Suite 900
 Wilmington, DE 19801
 Attn:  Darlene Clarke

 Noro-Moseley Partners II, L.P.                                       750,000                   $  750,000.00
 4200 Northside Parkway, Bldg. 9
 Atlanta, GA  30327
 Attn:  Jack Kelly

 The Gavin Herbert, Jr. Successor Trust                               100,000                   $  100,000.00
 2525 Dupont Drive
 P.O. Box 19534
 Irvine, CA  92713-9534
 Attn: Gavin Herbert

EXHIBIT B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, WILLIAM T. QUILLEN, SECRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION OF "SPECTRX, INC." FILED IN THIS OFFICE ON THE FIFTH DAY OF FEBRUARY, A.D. 1993, AT 10 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE

COUNTY RECORDER OF DEEDS FOR RECORDING.

* * * * * * * * * *

[SEAL OF THE SECRETARY OF STATE]

AUTHENTICATION:*3776013
DATE: 02/05/1993

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

SpectRx, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:

1. The name of the Corporation is SpectRx, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 27, 1992.

2. This Certificate restates and amends the provisions of the Corporation's Certificate of Incorporation to read as set forth in Exhibit A attached to this Certificate.

3. This restatement and amendment of the Corporation's Certificate of Incorporation has been duly adopted by the Corporation's Board of Directors in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and by the holders of each class of outstanding stock entitled to vote thereon as a class by written consent given in accordance with
Section 228 of the General Corporation Law of the State of Delaware. Written notice pursuant to Section 228 has been given to those stockholders of the Corporation who have not consented in writing to this action.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Restatement of Certificate of Incorporation to be signed by Mark A. Samuels, its President, and attested by Robert D. Brownell, its Assistant Secretary, this 3 day of February, 1993.

SPECTRX, INC.

                                        By: /s/ Mark A. Samuels
                                            -------------------------------
                                            Mark A. Samuels, President
ATTEST:

/s/ Robert D. Brownell
- -----------------------------
Robert D. Brownell,
Assistant Secretary

EXHIBIT A

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

I.

The name of this Corporation is SpectRx, Inc. (the "Corporation").

II.

The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company.

III.

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV.

The Corporation is authorized to issue two classes of capital stock:
Preferred Stock, $0.001 par value per share, and Common Stock, $0.001 par value per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is 4,000,000 of which 2,000,000 shares shall be designated Series A Preferred Stock ("Series A Preferred Stock") and 2,000,000 shares shall be designated Series A1 Preferred Stock ("Series A1 Preferred Stock"). The total number of shares of Common Stock which the Corporation shall have the authority to issue is 10,000,000. The Series A Preferred Stock and Series A1 Preferred Stock are herein collectively referred to as the "Preferred Stock."

V.

The rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock and the Preferred Stock are as follows:

1. Dividends. The holders of Series A Preferred Stock and Series A1 Preferred Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out

of assets of the Corporation legally available therefor at the rate of $0.10 and $0.10 per share, per annum, respectively. Dividends on the Preferred Stock shall be payable in preference and prior to any payment of any dividend on the Common Stock of the Corporation. Thereafter, the holders of Common Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out of assets of the Corporation legally available therefor. Notwithstanding anything set forth in this paragraph 1, no dividends shall be payable on any shares of Common Stock issued with respect to shares of Series A1 Preferred Stock issued pursuant to paragraph 4(e)(ii). The right to dividends on shares of Common Stock and Preferred Stock shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior period.

2. Liquidation Preference.

(a) Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Series A Preferred Stock and Series A1 Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock of the Corporation, an amount equal to $1.00 and $1.00 per share, respectively, plus any declared but unpaid dividends. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are insufficient to provide for the cash payment described above to the holders of Preferred Stock, such assets as are available shall be paid to the holders of Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.

After the payment or setting apart of payment to the holders of Preferred Stock of the preferential amounts so payable to them, the holders of Common Stock shall be entitled to receive any remaining assets of the Corporation on a pro rata basis, based upon the number of shares held.

(b) Reorganization or Merger. A reorganization or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation within the meaning of this paragraph 2; provided that the holders of Preferred Stock and Common Stock shall be paid in cash or in securities received or in a combination thereof (which combination shall be in the same proportions as the consideration received in the transaction). Any securities to be delivered to the holders of the Preferred Stock and Common Stock upon a merger, reorganization or sale of substantially all of the assets of the Corporation shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the closing;

(ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) business days prior to the closing; and

(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of not less than a majority of the outstanding shares of Preferred Stock, provided that if the Corporation and the holders of a majority of the outstanding shares of Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but acceptable to the holders of a majority of the outstanding shares of Preferred Stock.

(c) Noncash Distributions. If any of the assets of the Corporation are to be distributed other than in cash under this paragraph 2 or for any purpose, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

3. Voting Rights.

(a) The holder of each share of Preferred Stock shall be entitled to the number of votes equal to the largest number of full shares of Common Stock into which each share of Preferred Stock could be converted on the record date for the vote or written consent of stockholders and, except as otherwise required by law, shall have voting rights and powers equal to the voting rights and powers of the Common Stock. The holder of each share of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the bylaws of the Corporation and shall vote with holders of the Common Stock upon all other matters submitted to a vote of stockholders, except those matters required to be submitted to a class or series vote pursuant to paragraph 5 or by law. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).

(b) Notwithstanding the foregoing, as long as more than 800,000 shares of Preferred Stock are outstanding, the holders of Preferred Stock, voting as a class, shall have the right to elect two members of the Corporation's board of directors. The holders of Common Stock, voting as a single class, shall have the right to elect all other members of the Corporation's board of directors. Notwithstanding any Bylaw provisions to the contrary, the stockholders entitled to elect a particular director shall be entitled to remove such director or to fill a vacancy in the seat formerly held by such a director, all in accordance with the applicable provisions provided in the General Corporation Law of the State of Delaware.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

(a) Right to Convert. Each share of Preferred Stock shall be convertible without the payment of any additional consideration by the holder thereof and, at the option of the holder

thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock. Each share of each series of Preferred Stock shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. Upon the filing of this Restated Certificate of Incorporation with the Delaware Secretary of State, the Conversion Price per share of Series A Preferred Stock shall be $1.00, and the per share Conversion Value of Series A Preferred Stock shall be $1.00, and the Conversion Price per share of Series A1 Preferred Stock shall be $1.00, and the per share Conversion Value of Series A1 Preferred Stock shall be $1.00. The Conversion Prices of Series A Preferred Stock and Series A1 Preferred Stock shall be subject to adjustments from time to time as provided below. The number of shares of Common Stock into which a share of a series of Preferred Stock is convertible is hereinafter referred to as the "Conversion Rate" of such series.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Conversion Rate immediately upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of which the aggregate gross proceeds attributable to sales for the account of the Corporation exceed $10,000,000 at a per share issuance price of at least $5.00 per share.

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate(s) therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock and shall give written notice to the Corporation at such office that the holder elects to convert the same (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to paragraph 4(b) hereof). The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock certificate(s) for the number of shares of Common Stock to which the holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted (except that in the case of an automatic conversion pursuant to paragraph 4(b) hereof such conversion shall be deemed to have been made immediately prior to the closing of the offering referred to in paragraph 4(b)) and the person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock on such date.

(d) Fractional Shares. In lieu of any fractional shares to which the holder of Preferred Stock would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock as determined by the board of directors of the Corporation. Whether or not fractional shares of Common Stock are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock of

each holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(e) Adjustment of Conversion Price.

(i) Special Definitions. For purposes of this paragraph 4(e), the following definitions shall apply:

(A) "Excluded Stock" shall mean:

(1) all shares of Common Stock issued and outstanding on the date this document is filed with the Delaware Secretary of State and all shares of Common Stock issued or issuable upon conversion of Preferred Stock; and

(2) up to 500,000 shares of Common Stock or other securities issued or issuable to officers, directors, consultants or employees of the Corporation or lessors, lenders or licensors to the Corporation which are approved by of the board of directors of the Corporation. All outstanding shares of Excluded Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) shall be deemed to be outstanding for all purposes of the computations of subparagraph 4(e)(iii) below.

(B) "Financing" means any issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a transaction with gross proceeds to the Corporation equal to or greater than $100,000 where the holders of Series A Preferred Stock are offered an opportunity to purchase their Preferred Stock Pro Rata Share of the additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) issued in such transaction.

(C) "Preferred Stock Pro Rata Share" shall mean the amount determined by multiplying the total number of shares of Common Stock (including securities exercisable for or convertible into Common Stock) offered for sale by the Corporation in a Financing to all parties by a fraction, (x) the numerator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) held by such stockholder and (y) the denominator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) then outstanding plus any shares reserved for issuance pursuant to plans approved by the board of directors of the Corporation.

(D) "Series A Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series A Preferred Stock in effect on the date of and immediately prior to such issue.

(E) "Participating Investor" shall mean any holder of Series A Preferred Stock that purchases at least its Preferred Stock Pro Rata Share of a Series A Dilutive Issuance.

(F) "Non-Participating Investor" shall mean any holder of Series A Preferred Stock that is not a Participating Investor.

(ii) Shadow Preferred. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series A Dilutive Issuance, each share of Series A Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series A Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series A1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series A Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series A Preferred Stock. Upon the conversion of Series A Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series A Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series A1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series A Dilutive Issuance.

(iii) Adjustment of Conversion Price for Issuance of Common Stock. No adjustment in the Conversion Price of Series A1 Preferred Stock shall be made in respect of the issuance of additional shares of Common Stock or securities exercisable for or convertible into Common Stock (other than in the event of stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi)).

The Conversion Price of Series A Preferred Stock shall be subject to adjustment from time to time as follows:

If the Corporation shall issue any Common Stock other than Excluded Stock for a consideration per share less than the Conversion Price in effect immediately prior to the issuance of such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi)), the Conversion Price in effect immediately after each such issuance shall forthwith (except as provided in this paragraph 4(e)) be adjusted to a price equal to the quotient obtained by dividing:

(1) an amount equal to the sum of

(x) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock,

or deemed to have been issued pursuant to subdivision (C) of this clause (iii)) immediately prior to such issuance multiplied by the Conversion Price in effect immediately prior to such issuance, plus

(y) the consideration received by the Corporation upon such issuance, by

(2) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock or deemed to have been issued pursuant to subdivision (C) of this clause (iii)) immediately after the issuance of such Common Stock.

For the purposes of this clause (iii), the following provisions shall be applicable:

(A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any discounts or commissions paid or incurred by the Corporation in connection with the issuance and sale thereof.

(B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the board of directors of the Corporation, in accordance with generally accepted accounting treatment; provided, however, that if, at the time of such determination, the Corporation's Common Stock is traded in the over-the- counter market or on a national or regional securities exchange, such fair market value as determined by the board of directors of the Corporation shall not exceed the aggregate "Current Market Price" (as defined below) of the shares of Common Stock being issued.

(C) In the case of the issuance of (i) options to purchase or rights to subscribe for Common Stock (other than Excluded Stock), (ii) securities by their terms convertible into or exchangeable for Common Stock (other than Excluded Stock), or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities (other than Excluded Stock):

(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and
(2) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;

(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above);

(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities, other than a change resulting from the antidilution provisions of such options, rights or securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon (x) the issuance of such options, rights or securities not exercised, converted or exchanged prior to such change, as the case may be, been made upon the basis of such change or (y) the options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and

(4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be.

(iv) If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Conversion Price of a series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of any shares of such series of Preferred Stock shall be increased in proportion to such increase of outstanding shares of Common Stock.

(v) If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Conversion Price of a series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of a series of Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

(vi) In case, at any time after the date hereof, of any capital reorganization (other than a reorganization covered by paragraph 2(b) above), or any reclassification of the stock of the Corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares of stock), the shares of a series of Preferred Stock shall, after such capital reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have been entitled if immediately prior to such capital reorganization or reclassification he had converted his shares of such series of Preferred Stock into Common Stock. The provisions of this clause
(vi) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

(vii) All calculations under this paragraph 4 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share of stock, as the case may be.

(viii) For the purpose of any computation pursuant to this paragraph 4(e), the "Current Market Price" at any date of one share of Common Stock, shall be deemed to be the average of the highest reported bid and the lowest reported offer prices on the preceding business day as furnished by the National Quotation Bureau, Incorporated (or equivalent recognized source of quotations) or the closing sale price, if reported; provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (viii) are available for the period required hereunder, Current Market Price shall be determined in good faith by the board of directors of the Corporation, but if challenged by the holders of more than 50% of the outstanding shares of Preferred Stock, then as determined by an independent appraiser selected by the board of directors of the Corporation, the cost of such appraisal to be borne by the challenging parties.

(f) Minimal Adjustments. No adjustment in the Conversion Price need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price.

(g) No Impairment. The Corporation will not through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this paragraph 4 and in the taking of all such action as may be

necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this paragraph 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate of such series of Preferred Stock at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder's shares of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property or to receive any right, the Corporation shall mail to each holder of Preferred Stock at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares of stock as shall be sufficient for such purpose.

(k) Notices. Any notice required by the provisions of this paragraph 4 to be given to the holder of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder's address appearing on the books of the Corporation.

(l) Reissuance of Converted Shares. No shares of Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares of Preferred Stock so converted shall upon such conversion cease to be a part of the authorized shares of stock of the Corporation.

5. Protective Provisions.

(a) Preferred Stock. In addition to any other class vote that may be required by law, so long as any of the Preferred Stock shall be outstanding the Corporation shall not without obtaining the approval (by vote or written consent, as provided by law) of the holders of more than a majority of the outstanding shares of Preferred Stock:

(i) Change of Rights. Materially and adversely alter or change the rights, preferences or privileges of the Preferred Stock;

(ii) Create a New Class. Create, or obligate itself to create, any new class or series of shares of stock having preferences over or being on a parity with any outstanding shares of Preferred Stock as to dividends, assets, liquidation preferences, conversion rights or voting rights or being otherwise superior to or on a parity with any such preference or priority of any outstanding shares of Preferred Stock, or authorize or issue shares of stock of any class or series (or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of this Corporation) having any such preference or priority or being otherwise superior to or being on a parity with any such preference or priority; or

(iii) merge or consolidate with any other Corporation or sell, lease, or convey substantially all of the assets of the corporation or otherwise effect a recapitalization or reorganization of the Corporation.

VI

1. Limitation of Directors' Liability. The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under the laws of the State of Delaware.

2. Indemnification of Corporate Agents. This Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under the laws of the State of Delaware.

3. Repeal or Modification. Any repeal or modification of the foregoing provisions of this Section VI shall not adversely affect any right of indemnification or limitation of liability of an agent of this Corporation relating to acts or omissions occurring prior to such repeal or modification.

VII

The Corporation is to have perpetual existence.

VIII

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation.

IX

The number of directors which will constitute the whole Board of Directors of the Corporation shall be as specified in the bylaws of the Corporation.

X

The election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

XI

Meeting of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.

XII

Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the bylaws of the Corporation.

XIII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT C

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

EXHIBIT C

SCHEDULE OF EXCEPTIONS

This Schedule of Exceptions, dated as February 5, 1993, is made and given pursuant to Section 3 of the Spectrx, Inc. Series A Preferred Stock Purchase Agreement dated February 5, 1993 (the "Agreement"). The Section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under this Agreement where such disclosure would be appropriate. Any terms defined in the Agreement shall have the same meaning when used in this Schedule of Exceptions as when used in the Agreement unless the context otherwise requires.

3.1 Organization and Standing; Articles and By-Laws. The Company is not yet qualified to do business as a foreign corporation in Georgia, however the Company intends to take all steps necessary to obtain such qualification in Georgia immediately after the Closing.

3.4 Capitalization. Of the 500,000 shares of the Company's Common Stock reserved for isssuance pursuant to the 1993 Incentive Stock Plan, 400,000 of such shares shall be issued to Mark Samuels and Keith Ignotz as set forth in
Section 7.3 of this Agreement.

3.7 Agreements; Action. The Company has the following outstanding liabilities:

- Liability of approximately $100,000 to Laser Atlanta Optics, Inc. pursuant to a promissory note issued to purchase technology and attached as Exhibit F to this Agreement

- Liability of $8,750 to George Newport for consulting work

- Liability of $50,000 to Keith Ignotz for expense and back salary to be paid in two installments. One installment is for $20,000 payable on April 1, 1993 and the second installment for $30,000 is payable on April 1, 1994

- Liability of approximately $17,000 to Wilson, Sonsini, Goodrich & Rosati for legal costs and expenses associated with the formation of the Company and the Series A Preferred Stock Financing

         -       Liability of $2,500 to Lawrence Madison Communications for
                 graphic design work

3.16     Patents and Trademarks

         The Company purchased all of the technology and other intellectual

property, relating to non-invasive means of diagnosing disease through the use of fluorescence spectroscopy, of Laser Atlanta Optics, Inc. pursuant to the agreements attached as Exhibit F to this Agreement.

EXHIBIT D

PROPRIETARY INFORMATION AGREEMENT

SPECTRX, INC.

EMPLOYEE PROPRIETARY INFORMATION AGREEMENT

As a condition of my employment with Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together the "Company"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

1. At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will" employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

2. Confidential Information.

(a) Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company. I understand that "Confidential Information" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

(b) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party.

3. Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to me, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder (collectively referred to as "Prior Inventions"); or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into any invention, improvement, development, product, copyrightable material or trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets,

whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as "Inventions"), except as provided in Section 3(f) below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act.

(c) Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(d) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(e) Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

(f) Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies under the provisions of Exhibit B attached hereto. I will advise the Company promptly in writing of any inventions that I believe meet the criteria of Exhibit B.

4. Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

5. Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the "Termination Certification" attached hereto as Exhibit C.

6. Notification to New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

7. Solicitation of Employees. I agree that for a period of twelve (12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit,

induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

8. Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

9. Arbitration and Equitable Relief.

(a) Arbitration. Except as provided in Section 9(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Norcross, Georgia in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction. The Company and I shall each pay one-half of the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses.

(b) Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in Sections 2, 3, and 5 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.

10. General Provisions

(a) Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Georgia. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Georgia for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Company. Subject to the foregoing sentence, this Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

                                                     Identifying
                                                      Number of
  Title                      Date                 Brief Description
---------                 ---------               -----------------

__ No inventions or improvements

__ Additional Sheets Attached

Signature of Employee: ___________________________

(Name)

EXHIBIT B

EXCEPTION TO ASSIGNMENTS

The assignment provisions shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(2) Result from any work performed by the employee for the employer.

EXHIBIT C

SPECTRX, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together, the "Company").

I further certify that I have complied with all the terms of the Company's Employee Proprietary Information Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Employee Proprietary Information Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months from this date, I will not hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company's employees to leave their employment.

EXHIBIT E

REGISTRATION RIGHTS AGREEMENT

SPECTRX, INC.

REGISTRATION RIGHTS AGREEMENT

This Agreement is made as of February 5, 1993 among SpectRx, Inc., a Delaware corporation (the "Company") and the persons and entities listed as Investors in the signature section at the end of this Agreement.

1. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

"Stock Purchase Agreement" shall mean the Series A Preferred Stock Purchase Agreement dated of even date herewith (the "Stock Purchase Agreement").

"Shares" shall mean the Series A Preferred Stock sold pursuant to the Stock Purchase Agreement.

"Purchasers" shall mean the persons and entities purchasing Shares pursuant to the Stock Purchase Agreement.

"Restricted Securities" shall mean the securities of the Company required to bear the legends set forth in the Stock Purchase Agreement.

"Act" shall mean the Securities Act of 1933, as amended.

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

"Register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

"Registrable Securities" shall mean (i) the Common Stock issued or issuable upon conversion of the Shares (the "Conversion Stock") and (ii) any Common Stock or other securities issued or issuable with respect to the Shares upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to the Shares, provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.

"Holder" shall mean any Purchaser holding Registrable Securities (including Shares) and any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with paragraph 10 hereof.

"Initiating Holders" shall mean any Holders who in the aggregate possess more than 50% of the Registrable Securities.

"Registration Expenses" shall mean all expenses, except Selling Expenses as otherwise stated below, incurred by the Company in complying with paragraphs 2, 3 and 4 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

"Selling Expenses" shall mean all underwriting discounts, selling commissions, stock transfer taxes applicable to the securities registered by the Holders, and any fees and expenses of special counsel of a selling shareholder.

2. Requested Registration.

(a) Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to at least 80% of the shares of Registrable Securities held by them (or any lesser number of shares of Registrable Securities having an expected aggregate offering price, net of underwriting discounts and commissions, greater than $7,500,000), the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company.

Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this paragraph 2:

(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or

compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;

(2) Prior to the earlier of (i) November 1, 1994 or (ii) six months after the effective date of the Company's first registered public offering of its stock;

(3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(4) After the Company has effected two such registrations pursuant to this paragraph 2(a), and such registrations have been declared or ordered effective; or

(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this paragraph 2 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders, provided, however, that the Company may not make such certification more than once every calendar year.

Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders and in any event within one hundred eighty
(180) days after receipt of such request.

(b) Underwriting. In the event that a registration pursuant to this paragraph 2 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 2(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 2, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 2, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and

underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

3. Company Registration.

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) in connection with the Company's initial public offering, (ii) a registration relating solely to employee benefit plans, or (iii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 20 days after receipt of such written notice from the Company, by any Holder.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 3(a)(i). In such event the right of any Holder to registration pursuant to this paragraph 3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company.

Notwithstanding any other provision of this paragraph 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities or other securities to be included in such registration or exclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares.

If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this paragraph 3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

4. Registration on Form S-3.

(a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 4 in any calendar year. The substantive provisions of paragraph 3(b) shall be applicable to each registration under this paragraph 4.

(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this paragraph 4: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) during the period starting with

the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six (6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or (iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its shareholders for registration statements to be filed at such time, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder provided that the Company may not make such certification more than once every calendar year.

5. Expenses of Registration. All Registration Expenses (exclusive of underwriting discounts and commissions or fees of special counsel for a selling Holder) incurred in connection with (i) two registrations pursuant to paragraph 2 and (ii) all registrations pursuant to paragraphs 3 and 4 shall be borne by the Company.

6. Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred and twenty (120) days or until the distribution described in the Registration Statement has been completed;

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent accountants of the Company, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

7. Indemnification.

(a) The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Act, with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written

information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use therein.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder.

(c) Each party entitled to indemnification under this paragraph 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, provided, however, that the Indemnifying Party shall bear the expense of independent counsel for the Indemnified Party if the Indemnified Party reasonably determines that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

8. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

9. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Restricted Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Act or the Securities Exchange Act of 1934, as amended.

(b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Act and the Securities Exchange Act of 1934, as amended (at any time after it has become subject to such reporting requirements);

(c) So long as a Purchaser owns any Restricted Securities to furnish to the Purchaser forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Securities Exchange Act of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Purchaser may reasonably request in availing itself of any rule or regulation of the Commission allowing a Purchaser to sell any such securities without registration.

10. Transfer of Registration Rights. The rights to cause the Company to register securities granted Purchasers under paragraphs 2, 3 and 4 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Purchaser provided that: (i) such transfer may otherwise be effected in accordance with applicable securities laws, and (ii) such assignee or transferee acquires at least 400,000 Shares and/or the Conversion Stock into which the Shares are convertible. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned, in connection with a distribution by such Purchaser, to any parent or subsidiary company or to any partner, former partner, or the estate of any such partner without compliance with item (ii) above, provided written notice thereof is promptly given to the Company.

11. Standoff Agreement. Each Holder agrees, in connection with the Company's initial public offering of the Company's securities that, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Stock of the Company (other than those

included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the underwriters, provided that the officers and directors of the Company enter into similar agreements.

12. Termination of Registration Rights. All rights of the Holders under this Agreement shall terminate four (4) years from the date of the Company's initial public offering.

13. Amendment of Registration Rights. Any provision of the Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

14. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 2 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subsection 2.a.ii(2) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to Section 2.

15. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

16. Governing Law. This Agreement shall be governed in all respects by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within California.

17. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

18. Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or

registered, postage prepaid, addressed (a) if to a Holder, at such Holder's address set forth at the end of this Agreement, or at such other address as such Holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such shares who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Holders and each such other holder in writing.

19. Severability. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Holder whether arising by reason of the law of the respective Holder's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Holders. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

20. Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

21. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

22. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holders, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Holder of any breach or default under this Agreement, or any waiver by a Holder of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a Holder, shall be cumulative and not alternative.

23. Attorney Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

COMPANY:                      SPECTRX, INC.


                              By:
                                  ----------------

                              Title:
                                    --------------

INVESTORS:                    HILLMAN MEDICAL VENTURES 1993 L.P.,
                               a Delaware limited partnership

By: Hillman/Dover Limited Partnership, general partner

By: Wilmington Securities, Inc., its sole general partner

NORO-MOSELEY PARTNERS II, L.P., a
Georgia limited partnership

By: Moseley & Company, II,
general partner

Title: General Partner

EXHIBIT F

LICENSE AGREEMENT

AGREEMENT FOR PURCHASE AND SALE
OF TECHNOLOGY

THIS AGREEMENT is entered into as of the 16 day of January, 1993, by and between LASER ATLANTA OPTICS, INC., a Georgia corporation ("Seller"); and SPECTRX, INC., a Delaware corporation ("Purchaser").

W I T N E S S E T H:

WHEREAS, the parties have entered into a certain agreement dated November 6, 1992 entitled "TECHNOLOGY PURCHASE AND TRANSFER AGREEMENT" (such agreement being hereinafter referred to as the "Prior Agreement"), the terms of which are incorporated herein by reference; and

WHEREAS, the parties desire to enter into this Agreement in order to clarify the terms of the Prior Agreement and to add additional terms which were agreed to at the time of the Prior Agreement but were not included in the terms of the Prior Agreement;

NOW THEREFORE, for and in consideration of the premises and mutual promises, representations, warranties, covenants and agreements contained herein, the parties do hereby covenant, agree, represent, warrant and stipulate as follows:

1. PURCHASE AND SALE OF TECHNOLOGY. Upon the terms and

subject to the conditions contained herein, Purchaser hereby agrees to purchase and Seller hereby agrees to sell all of Seller's right, title and interest in and to the technology, patents, software, designs, models, drawings, know-how, trademarks, trade names, service marks (including the goodwill associated with the trademarks, trade names and service marks), trade secrets, copyrights and registrations and applications therefor, relating to non-invasive means of diagnosing disease through the use of fluorescence spectroscopy (the "Assets"). The Assets shall include, without limitation, Seller's rights in and to that certain license agreement dated May 7, 1991, between Georgia Tech Research Corporation and Seller, a copy of which is attached hereto as Exhibit A (the "License Agreement"). In addition, the Assets shall include any and all books, records, computer tapes or disks, flow diagrams, specification sheets, source codes, and object codes relating to the Assets, and other physical manifestations of the Assets.

2. PURCHASE PRICE. The price to be paid by Purchaser for the Assets at Closing (as hereinafter defined) shall be $100,000.00 and shall be payable by delivery of a promissory note in the form attached hereto as Exhibit B and made a part hereof (the "Promissory Note"). The Promissory Note shall be secured by a patent collateral assignment and security agreement in the form of Exhibit C attached hereto and made a part hereof (the "Security Agreement") conveying a security interest in the Assets to Seller.

3. WARRANTIES AND REPRESENTATIONS. Seller represents and warrants to Purchaser as follows:

3.1 Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Georgia and has all requisite corporate power and authority and, except for the consent of Georgia Tech Research Corporation, all authorizations necessary to enter into this Agreement and to carry out the transactions contemplated hereby.

3.2 Ownership of Assets. Seller owns and controls all of the Assets free and clear of all liens, claims, charges and any other defects in title of any nature whatsoever.

3.3 Infringement. To the best of Seller's knowledge, without investigation, no aspect of the Assets infringes upon any proprietary rights of any other person, firm, corporation or other legal entity and there is not pending or, to the best of Seller's knowledge, without investigation, threatened any claim or litigation against Seller regarding the Assets, nor to the best of Seller's knowledge, without investigation, is there any basis for such claim.

4. CLOSING. The consummation of the transactions contemplated herein (the "Closing") shall be held at such time and place designated by Purchaser but in no event later than January 31,

1993. At the Closing, Seller shall deliver to Purchaser the Assets by virtue of delivery of a certain assignment and bill of sale (the "Assignment") in substantially the same form as Exhibit D attached hereto and made a part hereof. The Assignment shall be executed by Georgia Tech Research Corporation in order to consent to the assignment of Seller's interest in the License Agreement. At the Closing, Purchaser shall deliver to Seller the Promissory Note, the Security Agreement, and the Assignment.

5. CONDITION TO CLOSING. Any provision to the contrary contained herein notwithstanding, Purchaser's obligation to purchase the Assets at Closing is contingent upon Seller's obtaining the consent of Georgia Tech Research Corporation to the proposed Assignment. Seller agrees to use its best efforts in obtaining such consent prior to the Closing.

6. MISCELLANEOUS.

6.1 Further Assurances. Each party covenants that at any time, and from time to time, after the Closing, it will execute such additional instruments and take such actions as may be reasonably requested by the other party to confirm, or perfect, or otherwise to carry out the intent and purpose of this Agreement.

6.2 Waiver. Any failure on the part of any party hereto to comply with any of its obligations, agreements, or

conditions hereunder may be waived by any other party to whom such compliance is owed. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver.

6.3 Severability. In the event that any provision of this Agreement or any word, phrase, clause, sentence, or other portion thereof, shall be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement, as modified, legal and enforceable to the fullest extent permitted under applicable laws.

6.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. No party may assign this Agreement, in whole or in part, without the prior express written consent of the other party.

6.5. Entire Agreement. This Agreement and the Prior Agreement constitute the entire agreement between the parties hereto and supersede and cancel any prior agreements, representations, warranties or communications, whether oral or wrtiten, between the parties hereto relating to the transactions contemplated hereby, or the subject matter

hereof. This Agreement may not be changed, waived, discharged or terminated orally, but only by an agreement in writing signed by the parties hereto. In the event of a discrepancy between the terms of this Agreement and the Prior Agreement, the terms of this Agreement shall control.

6.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

6.7 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, SELLER DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE ASSETS AND THE UNDERLYING TECHNOLOGY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED HEREIN, IT IS ACQUIRING THE ASSETS AND THE UNDERLYING TECHNOLOGY ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS. NEITHER SELLER NOR PURCHASER SHALL BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

(Signatures begin on next page)

IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed as of the date first above written.

"SELLER"
Laser Atlanta Optics, Inc.

By: /s/ Mark A. Samuels
    --------------------------
    Mark A. Samuels, President

"PURCHASER"
Spectrx, Inc.

By: /s/ Mark A. Samuels
    --------------------------
    Mark A. Samuels, President

EXHIBIT A

LICENSE AGREEMENT

OMITTED

PLEASE SEE EXHIBIT

10.12A

BELOW

EXHIBIT B

SECURED NOTE

$100,000.00 Atlanta, Georgia January___, 1993

FOR VALUE RECEIVED, the undersigned promises to pay to the order of LASER ATLANTA OPTICS, INC., a Georgia corporation, the principal sum of ONE HUNDRED THOUSAND ($100,000.00) AND NO/100 DOLLARS, in legal tender of the United States, with interest thereon from date at the rate of zero per centum (0.0%) per annum, on the unpaid balance until paid, as follows:

One installment of One Hundred Thousand Dollars ($100,000.00 on or before January 31, 1993; or

One installment of One Hundred One Thousand Dollars ($101,000.00) after January 31, 1993, but before February 28, 1993.

Principal and interest are payable at Atlanta, Georgia, or at such other place as the holder thereof may designate in writing.

Should any installment not be paid when due, or should the maker, or makers, hereof fail to comply with any of the terms or requirements of a patent collateral assignment and security agreement of even date herewith, conveying a security interest in certain properties as security for this indebtedness, the entire unpaid principal sum evidenced by this Note (i.e., $101,000.00), with all accrued interest, shall, at the option of the holder, and without notice to the undersigned, become due and may be collected forthwith, time being of the essence of this contract. It is further agreed that failure of the holder to exercise this right of accelerating the maturity of the debt, or indulgence granted from time to time, shall in no event be considered as a waiver of such right of acceleration or estop the holder from exercising such right.

In case this Note is collected by law, or through an attorney at law, all costs of collection, including fifteen per centum (15%) of the principal and interest as attorney's fees, shall be paid by the makers hereof.

And each of us, whether maker, endorser, guarantor, or surety, hereby severally waives and renounces, for himself and family, any and all exemption rights either of us, or the family of either of us, may have under or by virtue of the Constitution or laws of Georgia, or any other State, or the United States, as against this debt or any renewal thereof; and each further waives demand, protest and notice of demand, protest and non-payment.

In case of default in the payment of the amounts due hereunder by February 28, 1993, said principal sum (i.e., $101,000.00), or so much thereof as may remain unpaid at the time of such default, shall bear interest at the rate of eighteen per centum (18%) per annum from the date of such default.

This contract is to be construed in all respects and enforced according to the laws of the State of Georgia.

Witness the hand of our                         SPECTRX, INC.
duly authorized officer.

                                                By:
                                                   ----------------------------
                                                   Mark A. Samuels, President

EXHIBIT C

PURCHASE MONEY
PATENT COLLATERAL ASSIGNMENT
AND SECURITY AGREEMENT

This Agreement is made on the ______ day of January, 1993, between SPECTRX, INC., a Delaware corporation ("Assignor") and LASER ATLANTA OPTICS, INC., a Georgia corporation ("Lender").

W I T N E S S E T H

WHEREAS, Lender has assigned, conveyed, and transferred to Assignor all of its right to certain assets by virtue of its execution and delivery of a certain Assignment and Bill of Sale of even date herewith (the "Assignment"), the terms of which are incorporated herein by this reference; and

WHEREAS, Assignor has executed and delivered its purchase money promissory note (the "Note") of even date herewith to the Lender in the principal amount of $100,000.00; and, in order to induce the Lender to accept the Note, Assignor has agreed to assign to Lender certain patent rights and other property acquired through the Assignment.

NOW, THEREFORE, in consideration of the foregoing and the premises herein contained, Assignor hereby agrees with Lender as follows:

1. To secure the complete and timely satisfaction of all obligations of Assignor under the Note (the "Obligations"), Assignor hereby grants, assigns and conveys to Lender all of its rights, title and interest, resulting from the Assignment to:

a) all right, title and interest in and to the technology, patents, software, designs, models, drawings, know-how, trademarks, trade names, and service marks (including the goodwill associated with the trademarks, trade names and service marks), trade secrets, copyrights, registrations and applications therefor, relating to non-invasive means of diagnosing disease through the use of flourescence spectroscopy, including, without limitation, any and all books, records, computer tapes or disks, flow diagrams, specifications sheets, source codes, and object codes relating to the foregoing and other physical manifestations of the foregoing; and

b) all right, title, interest, powers, privileges and options in and to, and in accordance with, that certain license agreement dated May 7, 1991, by and between GEORGIA TECH RESEARCH CORPORATION and Seller,

including without limitation, all proceeds thereof (such as, by way of example, license royalties and proceeds of infringement suits), the right to sue for past, present and future infringements, and

all rights corresponding thereto (collectively called the "Assets").

2. Assignor agrees that, until all of the Obligations shall have been satisfied in full, it will not enter into any agreement (for example, a license agreement) which is inconsistent with Assignor's obligations under this Agreement, without Lender's prior written consent.

3. Unless and until there shall have occurred and be continuing a breach of the Obligations, Lender hereby grants to Assignor the exclusive, non-transferable right, license, and use of and to the Assets, provided, however, Assignor agrees not to sell, assign, or otherwise encumber its interest in, or grant any sublicense under the Assets, or any part thereof, without the prior written consent of Lender.

4. If any breach of the Obligations shall have occurred and be continuing, Assignor's rights, license, and use of and to the Assets set forth in Section 3, shall terminate forthwith, and the Lender shall have, in addition to all other rights and remedies given it by this Agreement, those allowed by law and the rights and remedies of a secured party under the Uniform Commercial Code as enacted in any jurisdiction in which the Assets may be located and, without limiting the generality of the foregoing, the Lender may immediately, without demand or performance and without other notice (except as set forth next below) or demand whatsoever to Assignor, all of which are hereby expressly waived, and without advertisement, sell at public or private sale or otherwise realize upon, in Atlanta, Georgia, or elsewhere, the whole or from time to time any part of the Assets, or any interest which the Assignor may have therein, and after deducting from the proceeds of sale or other disposition of the Assets all expenses (including all reasonable expenses for brokers' fees and legal services), shall apply the residue of such proceeds toward the satisfaction of the obligations. Any remainder of the proceeds after satisfaction in full of the Obligations shall be paid over to the Assignor. Notice of any sale or other disposition of the Assets shall be given to Assignor at least five (5) days before the time of nay intended public or private sale or other disposition of the Patents is to be made, which Assignor hereby agrees shall be reasonable notice of such sale or other disposition. At any such sale or other disposition, any holder of the Note or Lender may, to the extent permissable under applicable law, purchase the whole or any part of the Assets sold, free from any right of redemption on the part of Assignor, which right is hereby waived and released.

5. If any breach of the Obligations shall have occurred and be continuing, Assignor hereby authorizes and empowers Lender to make, constitute and appoint any officer or agent of Lender, as Lender may select in its exclusive discretion, as Assignor's true and lawful attorney-in-fact, with the power to endorse Assignor's

name on all applications, documents, papers and instruments necessary for Lender to use the Assets, or any part thereof, or to grant or issue any exclusive or non-exclusive license under the Assets, or any part thereof, to any third person, or necessary for Lender to assign, pledge, convey or otherwise transfer title in or dispose of the Assets, or any part thereof, to any third person. Assignor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney is coupled with an interest and shall be irrevocable for the life of this Agreement.

6. At such time as Assignor shall completely satisfy all of the Obligations, this Agreement shall terminate and Lender shall execute and deliver to Assignor all deeds, assignments and other instruments as may be necessary or proper to re-vest in Assignor full title to the Assets, subject to any disposition thereof which may have been made by Lender pursuant hereto.

7. No course of dealing between Assignor and Lender, nor any failure to exercise, nor any delay in exercising, on the part of Lender, any right, power or privilege hereunder or under the Note shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

8. All of Lender's rights and remedies with respect to the Assets, whether established hereby or by the Note, or by any other agreements or by law shall be cumulative and may be exercised singularly or concurrently.

9. The provisions of this Agreement are severable, and if any clause or provision shall be held invalid and unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction, or any other clause or provision of this Agreement in any jurisdiction.

10. This Agreement is subject to modification only by a writing signed by the parties.

11. The benefits and burdens of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties.

12. The validity and interpretation of this Agreement and the rights and obligations of the parties shall be governed by the laws of the State of Georgia.

WITNESS the execution hereof under seal as of the day and year first above written.

ASSIGNOR:

Spectrx, Inc.

LENDER

Laser Atlanta Optics, Inc.

EXHIBIT D

ASSIGNMENT AND BILL OF SALE

THIS ASSIGNMENT AND BILL OF SALE (the "Assignment"), is made and entered into as of the ______ day of January, 1993, by and between LASER ATLANTA OPTICS, INC., a Georgia corporation ("Seller"), and SPECTRX, INC., a Delaware corporation ("Purchaser").

In consideration of and as a condition to the payment of One Hundred Thousand and No/100 ($100,000.00) Dollars by Purchaser to Seller, the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Seller does hereby convey, grant, sell, transfer, assign and deliver unto Purchaser, its successors and assigns forever, all of Seller's right, title and interest in and to the technology, patents, software, designs, models, drawings, know-how, trademarks, trade names, service marks (including the goodwill associated with the trademarks, trade names and service marks), trade secrets, copyrights, registrations and applications therefor, relating to non-invasive means of diagnosing disease through the use of fluorescence spectroscopy, including, without limitation, any and all books, records, computer tapes or disks, flow diagrams, specification sheets, source codes, and object codes relating to the foregoing and other physical manifestations of the foregoing (the "Assets").

2. Seller hereby grants, assigns and conveys to Purchaser all of Seller's right, title, interest, powers, privileges and options in and to, and in accordance with, that certain license agreement dated May 7, 1991, by and between GEORGIA TECH RESEARCH CORPORATION and Seller, a copy of which is attached hereto as Exhibit A (the "License Agreement"). Purchaser does hereby assume and agree to perform all of the duties and obligations of the Seller under the License Agreement, effective from and after the date hereof.

3. SELLER DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE ASSETS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IT IS ACQUIRING THE ASSETS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS. NEITHER SELLER NOR PURCHASER SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

4. Purchaser and Seller each agree that it will execute such additional instruments and take such actions as may be reasonably requested by the other party to confirm, or perfect, or otherwise carry out the intent and purpose of this Assignment.

5. This Assignment shall be binding and shall inure to the benefit of Seller and Purchaser and their respective successors and

assigns.

IN WITNESS WHEREOF, Purchaser and Seller have caused this Assignment to be executed by their duly executed officers as of the date first above written.

"SELLER"

Laser Atlanta Optics, Inc.

"PURCHASER"

Spectrx, Inc.

In order to consent to the assignment of the License Agreement pursuant to Section 2 above, and for no other purposes, the undersigned has hereunto executed this Assignment this day of January, 1993.

GEORGIA TECH RESEARCH CORPORATION

EXHIBIT G

LEGAL OPINION

[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]

February 5, 1993

To the Investors Listed in
Exhibit A to the Spectrx, Inc.
Series A Preferred Stock
Purchase Agreement dated
February 5, 1993

Gentlemen:

Reference is made to the Series A Preferred Stock Purchase Agreement, dated as of February 5, 1993 (the "Agreement"), complete with all listed exhibits thereto (together, the "Agreements"), by and among Spectrx, Inc., a Delaware corporation (the "Company"), and the persons and entities listed in Exhibit A to the Agreement (the "Investors"), which provides for the issuance by the Company to the Investors of shares of Series A Preferred Stock of the Company. This opinion is rendered to you pursuant to Section 5.3 of the Agreement, and all terms used herein have the meanings defined for them in the Agreement unless otherwise defined herein.

We have acted as counsel for the Company in connection with the negotiation of the Agreements and the issuance of the Series A Preferred Stock. As such counsel, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined originals or copies of such corporate records of the Company, certificates of public officials and such other documents which we consider necessary or advisable for the purpose of rendering this opinion. In such examination we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us and the due execution and delivery of all documents (except as to due execution and delivery by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof.

As used in this opinion, the expression "to our knowledge," "known to us" or similar language with reference to matters of fact

means that, after an examination of documents made available to us by the Company, and after inquiries of officers of the Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. Further, the expression "to our knowledge", "known to us" or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company. Except to the extent expressly set forth herein or as we otherwise believe to be necessary to our opinion, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below.

For purposes of this opinion, we are assuming that you have all requisite power and authority, and have taken any and all necessary corporate or partnership action, to execute and deliver the Agreements, and we are assuming that the representations and warranties made by the Investors in the Agreement and pursuant thereto are true and correct. We are also assuming that the Investors have purchased the Shares for value, in good faith and without notice of any adverse claims. We are also assuming that the representations and warrants made by the Company in the Agreement and pursuant thereto are true and correct as to matters of fact.

The opinions hereinafter expressed are subject to the following qualifications:

(a) We express no opinion as to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors;

(b) We express no opinion as to the effect of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity);

(c) We express no opinion as to compliance with the anti-fraud provisions of applicable securities laws;

(d) We express no opinion as to the enforceability of the indemnification provisions of paragraph 7 of the Registration Rights Agreement to the extent the provisions thereof may be subject to limitations of public policy and the effect of applicable statutes and judicial decisions;

(e) We are members of the Bar of the State of California. We express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of California. To the extent this

opinion addresses applicable securities laws of states other than the State of California, we have not retained nor relied on the opinion of counsel admitted to the bar of such states, but rather have relied on compilations of the securities laws of such states contained in reporting services presently available to us.

Based upon and subject to the foregoing, and except as set forth in the Schedule of Exceptions to the Agreement, we are of the opinion that:

1. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is not qualified to do business as a foreign corporation in any jurisdiction. The Company has no subsidiaries.

2. The Company has all requisite legal and corporate power to execute and deliver the Agreements and the Restated Articles of Incorporation, to sell and issue the Series A Preferred Stock thereunder, to issue the Common Stock issuable upon conversion of the Preferred Stock and to carry out and perform its obligations under the terms of the Agreements and the Restated Articles of Incorporation.

3. Immediately prior to the Closing, the authorized capital stock of the Company consists of 10,000,000 shares of Common Stock, 1,650,000 shares of which are issued and outstanding, and 4,000,000 shares of Preferred Stock, of which 2,000,000 shares are designated Series A Preferred Stock and 2,000,000 shares are designated Series A1 Preferred Stock. Immediately prior to Closing, none of the Preferred Stock is issued and outstanding. The Company has also reserved 500,000 shares of its Common Stock for issuance pursuant to its 1993 Incentive Stock Plan. All such issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of any preemptive or similar rights contained in the Articles of Incorporation or Bylaws of the Company. The Common Stock issuable upon conversion of the Preferred Stock has been duly and validly reserved, and when issued in accordance with the Company's Articles of Incorporation will be validly issued, fully paid and nonassessable. The Series A Preferred Stock issued under the Agreement is validly issued, fully paid and nonassessable and free of any liens, encumbrances and pre-emptive or similar rights contained in the Articles of Incorporation or Bylaws of the Company; provided, however, that the Series A Preferred Stock (and the Common Stock issuable upon conversion of the Preferred) may be subject to restrictions on transfer under state and/or federal securities laws as set forth in the Agreement. To our knowledge, except for rights described in the Agreements and the Articles of Incorporation, there are no other options, warrants,

conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of capital stock or other securities of the Company, or any other agreements to issue any such securities or rights.

4. All corporate action on the part of the Company, its directors and shareholders necessary for the authorization, execution and delivery of the Agreements and the Restated Articles of Incorporation by the Company, the authorization, sale, issuance and delivery of the Series A Preferred Stock (and the Common Stock issuable upon conversion of the Preferred Stock) and the performance of the Company's obligations under the Agreement and the Restated Articles of Incorporation have been taken. The Agreements and Restated Articles of Incorporation have been duly and validly executed and delivered by the Company and constitute valid and binding obligations of the Company.

5. The execution, delivery and performance of and compliance with the terms of the Agreements and the Restated Articles of Incorporation, and the issuance of the Series A Preferred Stock (and the Common Stock issuable upon conversion of the Preferred Stock), do not violate any provision of the Articles of Incorporation or Bylaws, or, to our knowledge, any provision of any applicable federal or state law, rule or regulation. To our knowledge, the execution, delivery and performance of and compliance with the Agreements and the Restated Articles of Incorporation, and the issuance of the Series A Preferred Stock (and the Common Stock issuable upon conversion of the Preferred) do not violate, or constitute a default under, any material contract, agreement, instrument, judgment or decree binding upon the Company.

6. To our knowledge, there are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to our knowledge, has the Company received any written threat thereof), which, either in any case or in the aggregate, are likely to result in any material adverse change in the business or financial condition of the Company or any of its properties, or in any material impairment of the right or ability of the Company to carry on its business as now conducted, or which questions the validity of the Agreement or any action taken or to be taken by the Company in connection therewith.

7. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreements and the Restated Articles of Incorporation, or the offer, sale or issuance of the Series A Preferred Stock (and the Common issuable upon conversion of the Preferred) or the consummation of any other transaction contemplated by the Agreements and the Restated Articles of Incorporation, except (a) filing of the Restated Articles of Incorporation in the Office

of the Secretary of State of the State of Delaware, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) under applicable blue sky laws (but excluding jurisdictions outside of the United States) of the offer and sale of the Shares (and the Common issuable upon conversion thereof) and the modification of rights of shareholders contemplated by the Agreements. The filing referred to in clause (a) above has been accomplished and is effective. Our opinion herein is otherwise subject to the timely and proper completion of all filings and other actions contemplated herein where such filings and actions are to be undertaken on or after the date hereof.

8. Subject to the accuracy of the Investors' representations in Section 3 of the Agreement and their responses (if any) to the Company's inquiries, we are of the opinion that the offer, sale and issuance of the Shares in conformity with the terms of the Agreements constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

This opinion is furnished to the Investors solely for their benefit in connection with the purchase of the Shares, and may not be relied upon by any other person or for any other purpose without our prior written consent.

Very truly yours,

/S/ WILSON SONSINI GOODRICH & ROSATI

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EXHIBIT H

SAMUELS AGREEMENT

SPECTRX, INC.

STOCK RESTRICTION AND CO-SALE AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of January, 1993 by and among Spectrx, Inc. (the "Company") a Delaware corporation, Mark Samuels (the "Major Shareholder"), and the investors set forth on the signature page of this agreement (the "Investors").

WHEREAS, the Investors have acquired or have expressed an interest in acquiring from the Company shares of its Series A Preferred Stock which are convertible into shares of Common Stock of the Company.

WHEREAS, the Major Shareholder is presently the legal or beneficial owner of 434,143 shares of the outstanding Common Stock of the Company (the "Founding Shares").

WHEREAS, the Major Shareholder wishes to provide a further inducement to the Investors to purchase the Company's Series A Preferred Stock by offering, upon the terms and conditions set forth in this Agreement, the Company and the Investors a right to purchase and the Investors an opportunity to participate in subsequent sales of the Common Stock of the Company made by the Major Shareholder.

IT IS THEREFORE AGREED AS FOLLOWS:

1. Option to Repurchase on Termination.

1.1 Repurchase Option.

a. Terms of Option. In the event of the voluntary or involuntary termination of the Major Shareholder's employment with or services to the Company for any or no reason (including death or disability) the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of ninety (90) days from such date to repurchase all or any portion of the Founding Shares which have not been released from the Repurchase Option at such time at the Repurchase FMV (as defined below). The Repurchase Option shall be exercised by the Company by written notice to the Major Shareholder or his executor (with a copy to the Escrow Holder) and, at the Company's option, (i) by delivery to the Major Shareholder or his executor with such notice of a check in the amount of the Repurchase FMV for the Founding Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Major Shareholder's indebtedness to the Company equal to the

Repurchase FMV for the Founding Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase FMV. Upon delivery of such notice and the payment of the Repurchase FMV in any of the ways described above, the Company shall become the legal and beneficial owner of the Founding Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Founding Shares being repurchased by the Company.

b. Repurchase FMV. The "Repurchase FMV" shall be the fair market value of the Founding Shares to be repurchased on the first day of the Repurchase Option, as determined in good faith by the Company's Board of Directors.

1.2 Release of Founding Shares From Repurchase Option. One-half (1/2) of the Founding Shares shall be released from the Company's Repurchase Option on the date of the closing of the Series A Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain investors (the "Closing"), and an additional 1/36th of the Founding Shares not released from the Repurchase Option on the date of Closing shall be released at the end of each full month thereafter until all Founding Shares have been released; provided in each case that the Major Shareholder's employment or services have not been terminated prior to the date of any such release.

1.3 Escrow of Founding Shares.

a. Assignment to Escrow. The Founding Shares shall be held by the Secretary of the Company or his designee as escrow holder ("Escrow Holder"), along with a stock assignment executed by the Major Shareholder in blank, until the expiration of the Company's option to repurchase such Founding Shares as set forth above.

b. Escrow Instructions. The Escrow Holder is hereby directed to permit transfer of the Founding Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment.

c. Transfer upon Exercise. If the Company or any assignee exercises its Repurchase Option, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

d. Delivery of Founding Shares. When the Repurchase Option has been exercised or expires unexercised or a portion of the Founding Shares has been released from the Repurchase Option, upon the Major Shareholder's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Founding Shares and shall deliver such certificate to the Major Shareholder.

e. Shareholder Rights/Additional Securities. Subject to the terms hereof, the Major Shareholder shall have all the rights of a shareholder with respect to such Founding Shares while they are held in escrow, including without limitation, the right to vote the Founding Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Founding Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Major Shareholder is entitled by reason of his ownership of the Founding Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Founding Shares" for purposes of this Agreement.

1.4 Restriction on Transfer of Unreleased Founding Shares. Except for the escrow described in Section 1.3 or transfer of the Founding Shares to the Company or its assignees contemplated by Section 1.1, none of the Founding Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the release of the Founding Shares from the Company's Repurchase Option in accordance with the provisions of this
Section 1. After such release, the Founding Shares shall be subject to the restrictions set forth in Section 2.

2. Options to Purchase or Sell.

2.1 Restrictions on Transfer. No sale or other disposition (voluntary or involuntary) of Founding Shares released from the Company's Repurchase Option in accordance with the provisions of Section 1 or of other shares of Common Stock of the Company now owned or hereafter acquired by the Major Shareholder (the "Shares") shall be valid unless it is made in accordance with the provisions of this Section 2.

2.2 Right of First Refusal.

a. Offer for Sale. In the event, at any time following the date of this Agreement, the Major Shareholder or his transferee

desires to accept a bona fide third-party offer to sell or transfer in any manner Shares not or no longer subject to the Company's Repurchase Option, he shall first offer such Shares for sale to the Company at the same price, and upon the same terms (or terms as similar as reasonably possible) upon which he is proposing or is to dispose of such Shares, and shall at the same time provide notice to the Investors of such offer and its terms. Such right of first refusal shall be provided to the Company for a period of twenty-one (21) days following receipt by the Company of written notice by Major Shareholder of the terms and conditions of said proposed sale or transfer, or twenty-one (21) days following the setting of a price under Section 2.2(c) (when the price is determined under that Section). In the event that the Company does not exercise its right of first refusal for the full number of Shares, the Major Shareholder or his transferee shall then offer such remaining Shares to the Investors in the same manner as provided herein to the Company, with the Investors' right of first refusal extending for a similar twenty-one (21) day period. Each Investor shall be entitled to purchase a pro rata share of such remaining Shares equal to the number of shares of Common Stock, and other securities convertible into or exercisable for Common Stock, (together "Common Stock Equivalents") then held by the Investor, divided by the number of Common Stock Equivalents held by those Investors electing to exercise their option. In the event the Shares are not disposed of within ninety (90) days following lapse of the period of the right of first refusal provided to the Investor, they shall once again be subject to the right of first refusal herein provided.

b. Involuntary Transfers. In the event, at any time following the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including a transfer pursuant to dissolution of marriage) of all or a portion of the Shares, the Company (or the Investors, if the Company shall refuse its option) shall have an option to purchase all of the Shares transferred. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company and the Investors of such transfer. The right to purchase such Shares shall be provided to the Company for a period of twenty-one (21) days following receipt by the Company of written notice by the person acquiring the Shares. If the Company declines to exercise its option, the Secretary of the Company shall notify the Investors, in writing, and each Investor shall have a similar option, on the pro rata basis set forth in Section 2.2(a) above, for a period of twenty-one (21) days following their receipt of written notice. The purchase price shall be determined in accordance with Section 2.2(c) and may be paid by cash.

c. Determination of Price. With respect to any stock to be transferred pursuant to Section 2.2(b), the price per Share shall be a price set by the Board of Directors of the Company which will reflect the current value of the Shares in terms of present earnings and future prospects for the Company. The Company shall notify the Major Shareholder or his executor of the price so determined within twenty-one (21) days after receipt by it of written notice of the transfer or proposed transfer of the Shares. If the Major Shareholder or his executor disputes the price as set by the Board of Directors by giving notice to the Company within ten (10) days after being informed of the price, the price of the Shares shall be determined by an independent financial analyst selected jointly by the Board of Directors of the Company and the Major Shareholder, with the cost of such determination to be divided equally between the Company and the Major Shareholder. The Board of Directors and the Major Shareholder shall select such analyst within thirty (30) days after receipt of notice that the Major Shareholder is disputing the price set by the Board of Directors. If the Board is not notified of any such dispute within such ten
(10) days period, the decision of the Board of Directors as to the purchase price shall be final. Any time required to resolved a dispute shall be added to the twenty-one (21) day period in which the Company may exercise its right to purchase.

2.3 Right of Co-Sale. Within forty-two (42) days after receipt of the offer delivered under Section 2.2(a), each Investor shall also notify the Major Shareholder and the Company whether it exercises its right of co-sale under the provisions of this Section 2.3. In the event that the Company and the Investors do not exercise their right of first refusal set forth in Section 2.2 above for all of the Shares proposed to be sold, and the Major Shareholder continues to hold Shares which he proposes to sell to the prospective purchaser (the "Co-Sale Shares"), then each of the Investors may notify the Major Shareholder of its desire to sell to the prospective purchaser the shares of stock of the Company which such Investor then holds on the same terms as those on which the Major Shareholder proposes to sell the Co-Sale Shares. The maximum number of shares of stock of the Company which an Investor shall be entitled to sell pursuant to this Section 2.3 shall be equal to that number obtained by multiplying (x) the total number of Co-Sale Shares by (y) a fraction, the numerator of which is the total number of shares of Common Stock Equivalents then held by the Investor and the denominator of which is double the total number of shares of Common Stock Equivalents then held in the aggregate by the Major Shareholder and the Investors. If an Investor elects to sell to the prospective purchaser, then the Major Shareholder shall assign as

much of his interest in the agreement of sale with the prospective purchaser as the Investor shall be entitled to and shall accept hereunder.

2.4 Sale after Notice. If within forty-two (42) days after receipt by the Investors of copies of the initial written notice pursuant to Section 2.2(a) above, the Investors do not send notice pursuant to Section 2.3 above, then the Major Shareholder shall be free to sell the stock to such prospective purchaser but only on the same terms and conditions as contained in the notice sent to the Investors. In the event the Shares are not disposed of within ninety (90) days following the lapse of the right of co-sale granted pursuant to Section 2.3 to the Investors, they shall once again be subject to the rights of first refusal and co-sale herein provided.

2.5 Excluded Transfers. The Major Shareholder may transfer all or part of the Shares to an ancestor, descendant, spouse, or a custodian or a trustee, including a trustee of a voting trust, for the account of an ancestor, descendant, spouse, or the Major Shareholder; provided, however, that this Agreement shall be binding upon such transferee. All transferees of Shares or any interest therein pursuant to this Section 2.5 shall be required as a condition of such transfer to agree in writing in the form satisfactory to the Company that they will receive and hold such Shares or interests subject to the provisions of this Agreement, including, insofar as applicable, the Company's and the Investor's right of first refusal in Section 2.2 and the Investor's right of co-sale in Section 2.3. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are met.

2.6 Termination of Rights.

a. Transfers in Accordance with Agreement. Any Shares transferred in accordance with the terms of Sections 2.2, 2.3 or 2.4 above, shall no longer be subject to or covered by this Agreement.

b. Public Market. The rights of the Company and the Investors pursuant to this Section 2 shall end at such time as a public market exists for the Company's Common Stock (or any other stock issued to the Major Shareholder in exchange for the Shares). For the purpose of this Agreement, a "public market" shall be deemed to exist if (A) such stock is listed on a national securities exchange (as that term is used in the Securities Exchange Act of 1934) or (B) such stock is traded on the over-the-counter market and prices are published daily on business days in a recognized financial journal. Upon termination of the Company's and the

Investor's rights pursuant to this Section 2, at the Major Share- holder's request the Company shall issue a new certificate representing the Shares without a legend referring to this Agreement.

3. Stock Certificate Legend. The share certificate evidencing the Shares shall be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY, THE SHAREHOLDER AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4. General Provisions.

4.1 Governing Law. This Agreement shall be governed by the laws of the State of California. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may only be modified or amended in a writing signed by both parties.

4.2 Notice. Any notice, demand or request required or permitted to be given by either the Company or the Major Shareholder pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

4.3 Successors and Assigns. Subject to the conditions of transfer of Shares hereunder, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties to this Agreement and each of their successors and assigns.

4.4 Attorney Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

MAJOR SHAREHOLDER:             COMPANY:
                               Spectrx, Inc.
- -----------------------------
Mark Samuels

No. of Common Shares: 434,143  By:
                                  -------------------------------------

Address:                       Title:
        ---------------------     -------------------------------------

        ---------------------
                               Address: 2518 Euclid Place
                                        Fremont, CA 94539

EXHIBIT I

IGNOTZ AGREEMENT

SPECTRX, INC.

STOCK RESTRICTION AND CO-SALE AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of January, 1993 by and among Spectrx, Inc. (the "Company") a Delaware corporation, Keith Ignotz (the "Major Shareholder"), and the investors set forth on the signature page of this agreement (the "Investors").

WHEREAS, the Investors have acquired or have expressed an interest in acquiring from the Company shares of its Series A Preferred Stock which are convertible into shares of Common Stock of the Company.

WHEREAS, the Major Shareholder is presently the legal or beneficial owner of 263,999 shares of the outstanding Common Stock of the Company (the "Founding Shares").

WHEREAS, the Major Shareholder wishes to provide a further inducement to the Investors to purchase the Company's Series A Preferred Stock by offering, upon the terms and conditions set forth in this Agreement, the Company and the Investors a right to purchase and the Investors an opportunity to participate in subsequent sales of the Common Stock of the Company made by the Major Shareholder.

IT IS THEREFORE AGREED AS FOLLOWS:

1. Option to Repurchase on Termination.

1.1 Repurchase Option.

(i) Terms of Option. In the event of the voluntary or involuntary termination of the Major Shareholder's employment with or services to the Company for any or no reason (including death or disability) the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of ninety (90) days from such date to repurchase all or any portion of the Founding Shares which have not been released from the Repurchase Option at such time at the Repurchase FMV (as defined below). The Repurchase Option shall be exercised by the Company by written notice to the Major Shareholder or his executor (with a copy to the Escrow Holder) and, at the Company's option, (i) by delivery to the

Major Shareholder or his executor with such notice of a check in the amount of the Repurchase FMV for the Founding Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Major Shareholder's indebtedness to the Company equal to the Repurchase FMV for the Founding Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase FMV. Upon delivery of such notice and the payment of the Repurchase FMV in any of the ways described above, the Company shall become the legal and beneficial owner of the Founding Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Founding Shares being repurchased by the Company.

(ii) Repurchase FMV. The "Repurchase FMV" shall be the fair market value of the Founding Shares to be repurchased on the first day of the Repurchase Option, as determined in good faith by the Company's Board of Directors.

(a) Release of Founding Shares From Repurchase Option. One thirty-sixth (1/36th) of the Founding Shares shall be released from the Company's Repurchase Option on the date of the closing of the Series A Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain investors (the "Closing"), and an additional 1/36th of the Founding Shares not released from the Repurchase Option on the date of Closing shall be released at the end of each full month thereafter until all Founding Shares have been released; provided in each case that the Major Shareholder's employment or services have not been terminated prior to the date of any such release.

(b) Escrow of Founding Shares.

(i) Assignment to Escrow. The Founding Shares shall be held by the Secretary of the Company or his designee as escrow holder ("Escrow Holder"), along with a stock assignment executed by the Major Shareholder in blank, until the expiration of the Company's option to repurchase such Founding Shares as set forth above.

(ii) Escrow Instructions. The Escrow Holder is hereby directed to permit transfer of the Founding Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority of the Company's Board of Directors. The Escrow Holder shall have

no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment.

(iii) Transfer upon Exercise. If the Company or any assignee exercises its Repurchase Option, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(iv) Delivery of Founding Shares. When the Repurchase Option has been exercised or expires unexercised or a portion of the Founding Shares has been released from the Repurchase Option, upon the Major Shareholder's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Founding Shares and shall deliver such certificate to the Major Shareholder.

(v) Shareholder Rights/Additional Securities. Subject to the terms hereof, the Major Shareholder shall have all the rights of a shareholder with respect to such Founding Shares while they are held in escrow, including without limitation, the right to vote the Founding Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Founding Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Major Shareholder is entitled by reason of his ownership of the Founding Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Founding Shares" for purposes of this Agreement.

(c) Restriction on Transfer of Unreleased Founding Shares. Except for the escrow described in Section 1.3 or transfer of the Founding Shares to the Company or its assignees contemplated by Section 1.1, none of the Founding Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the release of the Founding Shares from the Company's Repurchase Option in accordance with the provisions of this
Section 1. After such release, the Founding Shares shall be subject to the restrictions set forth in Section 2.

2. Options to Purchase or Sell.

(a) Restrictions on Transfer. No sale or other disposition (voluntary or involuntary) of Founding Shares released from the Company's Repurchase Option in accordance with the provisions of

Section 1 or of other shares of Common Stock of the Company now owned or hereafter acquired by the Major Shareholder (the "Shares") shall be valid unless it is made in accordance with the provisions of this Section 2.

(b) Right of First Refusal.

(i) Offer for Sale. In the event, at any time following the date of this Agreement, the Major Shareholder or his transferee desires to accept a bona fide third-party offer to sell or transfer in any manner Shares not or no longer subject to the Company's Repurchase Option, he shall first offer such Shares for sale to the Company at the same price, and upon the same terms (or terms as similar as reasonably possible) upon which he is proposing or is to dispose of such Shares, and shall at the same time provide notice to the Investors of such offer and its terms. Such right of first refusal shall be provided to the Company for a period of twenty-one (21) days following receipt by the Company of written notice by Major Shareholder of the terms and conditions of said proposed sale or transfer, or twenty-one (21) days following the setting of a price under
Section 2.2(c) (when the price is determined under that Section). In the event that the Company does not exercise its right of first refusal for the full number of Shares, the Major Shareholder or his transferee shall then offer such remaining Shares to the Investors in the same manner as provided herein to the Company, with the Investors' right of first refusal extending for a similar twenty-one (21) day period. Each Investor shall be entitled to purchase a pro rata share of such remaining Shares equal to the number of shares of Common Stock, and other securities convertible into or exercisable for Common Stock, (together "Common Stock Equivalents") then held by the Investor, divided by the number of Common Stock Equivalents held by those Investors electing to exercise their option. In the event the Shares are not disposed of within ninety (90) days following lapse of the period of the right of first refusal provided to the Investor, they shall once again be subject to the right of first refusal herein provided.

(ii) Involuntary Transfers. In the event, at any time following the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including a transfer pursuant to dissolution of marriage) of all or a portion of the Shares, the Company (or the Investors, if the Company shall refuse its option) shall have an option to purchase all of the Shares transferred. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company and the Investors of such transfer. The right to purchase such Shares shall be provided to

the Company for a period of twenty-one (21) days following receipt by the Company of written notice by the person acquiring the Shares. If the Company declines to exercise its option, the Secretary of the Company shall notify the Investors, in writing, and each Investor shall have a similar option, on the pro rata basis set forth in Section 2.2(a) above, for a period of twenty-one (21) days following their receipt of written notice. The purchase price shall be determined in accordance with Section 2.2(c) and may be paid by cash.

(iii) Determination of Price. With respect to any stock to be transferred pursuant to Section 2.2(b), the price per Share shall be a price set by the Board of Directors of the Company which will reflect the current value of the Shares in terms of present earnings and future prospects for the Company. The Company shall notify the Major Shareholder or his executor of the price so determined within twenty-one (21) days after receipt by it of written notice of the transfer or proposed transfer of the Shares. If the Major Shareholder or his executor disputes the price as set by the Board of Directors by giving notice to the Company within ten (10) days after being informed of the price, the price of the Shares shall be determined by an independent financial analyst selected jointly by the Board of Directors of the Company and the Major Shareholder, with the cost of such determination to be divided equally between the Company and the Major Shareholder. The Board of Directors and the Major Shareholder shall select such analyst within thirty (30) days after receipt of notice that the Major Shareholder is disputing the price set by the Board of Directors. If the Board is not notified of any such dispute within such ten (10) days period, the decision of the Board of Directors as to the purchase price shall be final. Any time required to resolved a dispute shall be added to the twenty-one (21) day period in which the Company may exercise its right to purchase.

(c) Right of Co-Sale. Within forty-two (42) days after receipt of the offer delivered under Section 2.2(a), each Investor shall also notify the Major Shareholder and the Company whether it exercises its right of co-sale under the provisions of this Section 2.3. In the event that the Company and the Investors do not exercise their right of first refusal set forth in Section 2.2 above for all of the Shares proposed to be sold, and the Major Shareholder continues to hold Shares which he proposes to sell to the prospective purchaser (the "Co-Sale Shares"), then each of the Investors may notify the Major Shareholder of its desire to sell to the prospective purchaser the shares of stock of the Company which such Investor then holds on the same terms as those on which the

Major Shareholder proposes to sell the Co-Sale Shares. The maximum number of shares of stock of the Company which an Investor shall be entitled to sell pursuant to this Section 2.3 shall be equal to that number obtained by multiplying (x) the total number of Co-Sale Shares by (y) a fraction, the numerator of which is the total number of shares of Common Stock Equivalents then held by the Investor and the denominator of which is double the total number of shares of Common Stock Equivalents then held in the aggregate by the Major Shareholder and the Investors. If an Investor elects to sell to the prospective purchaser, then the Major Shareholder shall assign as much of his interest in the agreement of sale with the prospective purchaser as the Investor shall be entitled to and shall accept hereunder.

(d) Sale after Notice. If within forty-two (42) days after receipt by the Investors of copies of the initial written notice pursuant to Section 2.2(a) above, the Investors do not send notice pursuant to Section 2.3 above, then the Major Shareholder shall be free to sell the stock to such prospective purchaser but only on the same terms and conditions as contained in the notice sent to the Investors. In the event the Shares are not disposed of within ninety (90) days following the lapse of the right of co-sale granted pursuant to Section 2.3 to the Investors, they shall once again be subject to the rights of first refusal and co-sale herein provided.

(e) Excluded Transfers. The Major Shareholder may transfer all or part of the Shares to an ancestor, descendant, spouse, or a custodian or a trustee, including a trustee of a voting trust, for the account of an ancestor, descendant, spouse, or the Major Shareholder; provided, however, that this Agreement shall be binding upon such transferee. All transferees of Shares or any interest therein pursuant to this Section 2.5 shall be required as a condition of such transfer to agree in writing in the form satisfactory to the Company that they will receive and hold such Shares or interests subject to the provisions of this Agreement, including, insofar as applicable, the Company's and the Investor's right of first refusal in Section 2.2 and the Investor's right of co-sale in Section 2.3. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are met.

(f) Termination of Rights.

(i) Transfers in Accordance with Agreement. Any Shares transferred in accordance with the terms of Sections 2.2, 2.3 or 2.4 above, shall no longer be subject to or covered by this Agreement.

(ii) Public Market. The rights of the Company and the Investors pursuant to this Section 2 shall end at such time as a public market exists for the Company's Common Stock (or any other stock issued to the Major Shareholder in exchange for the Shares). For the purpose of this Agreement, a "public market" shall be deemed to exist if (A) such stock is listed on a national securities exchange (as that term is used in the Securities Exchange Act of 1934) or (B) such stock is traded on the over-the-counter market and prices are published daily on business days in a recognized financial journal. Upon termination of the Company's and the Investor's rights pursuant to this Section 2, at the Major Shareholder's request the Company shall issue a new certificate representing the Shares without a legend referring to this Agreement.

3. Stock Certificate Legend. The share certificate evidencing the Shares shall be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY, THE SHAREHOLDER AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4. General Provisions.

4.1 Governing Law. This Agreement shall be governed by the laws of the State of California. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may only be modified or amended in a writing signed by both parties.

4.2 Notice. Any notice, demand or request required or permitted to be given by either the Company or the Major Shareholder pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

4.3 Successors and Assigns. Subject to the conditions of transfer of Shares hereunder, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties to this Agreement and each of their successors and assigns.

4.4 Attorney Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

MAJOR SHAREHOLDER:            COMPANY:
                              Spectrx, Inc.

- ----------------------------
Keith Ignotz

Address:                      Title:
        --------------------        --------------------------------

        --------------------

Address: 2518 Euclid Place Fremont, CA 94539

EXHIBIT J

EPPSTEIN AGREEMENT

SPECTRX, INC.

STOCK RESTRICTION AND CO-SALE AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of January, 1993 by and among Spectrx, Inc. (the "Company") a Delaware corporation, Jonathan Eppstein (the "Major Shareholder"), and the investors set forth on the signature page of this agreement (the "Investors").

WHEREAS, the Investors have acquired or have expressed an interest in acquiring from the Company shares of its Series A Preferred Stock which are convertible into shares of Common Stock of the Company.

WHEREAS, the Major Shareholder is presently the legal or beneficial owner of 15,814 shares of the outstanding Common Stock of the Company (the "Founding Shares").

WHEREAS, the Major Shareholder wishes to provide a further inducement to the Investors to purchase the Company's Series A Preferred Stock by offering, upon the terms and conditions set forth in this Agreement, the Company and the Investors a right to purchase and the Investors an opportunity to participate in subsequent sales of the Common Stock of the Company made by the Major Shareholder.

IT IS THEREFORE AGREED AS FOLLOWS:

1. Option to Repurchase on Termination.

1.1 Repurchase Option.

(i) Terms of Option. In the event of the voluntary or involuntary termination of the Major Shareholder's employment with or services to the Company for any or no reason (including death or disability) the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option (the "Repurchase Option") for a period of ninety (90) days from such date to repurchase all or any portion of the Founding Shares which have not been released from the Repurchase Option at such time at the Repurchase FMV (as defined below). The Repurchase Option shall be exercised by the Company by written notice to the Major Shareholder or his executor (with a copy to the

Escrow Holder) and, at the Company's option, (i) by delivery to the Major Shareholder or his executor with such notice of a check in the amount of the Repurchase FMV for the Founding Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Major Shareholder's indebtedness to the Company equal to the Repurchase FMV for the Founding Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such Repurchase FMV. Upon delivery of such notice and the payment of the Repurchase FMV in any of the ways described above, the Company shall become the legal and beneficial owner of the Founding Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Founding Shares being repurchased by the Company.

(ii) Repurchase FMV. The "Repurchase FMV" shall be the fair market value of the Founding Shares to be repurchased on the first day of the Repurchase Option, as determined in good faith by the Company's Board of Directors.

(a) Release of Founding Shares From Repurchase Option. One-half (1/2) of the Founding Shares shall be released from the Company's Repurchase Option on the date of the closing of the Series A Preferred Stock Purchase Agreement of even date herewith by and among the Company and certain investors (the "Closing"), and an additional 1/36th of the Founding Shares not released from the Repurchase Option on the date of Closing shall be released at the end of each full month thereafter until all Founding Shares have been released; provided in each case that the Major Shareholder's employment or services have not been terminated prior to the date of any such release.

(b) Escrow of Founding Shares.

(i) Assignment to Escrow. The Founding Shares shall be held by the Secretary of the Company or his designee as escrow holder ("Escrow Holder"), along with a stock assignment executed by the Major Shareholder in blank, until the expiration of the Company's option to repurchase such Founding Shares as set forth above.

(ii) Escrow Instructions. The Escrow Holder is hereby directed to permit transfer of the Founding Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, he shall be entitled to rely upon directions executed by a majority

of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of his own judgment.

(iii) Transfer upon Exercise. If the Company or any assignee exercises its Repurchase Option, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(iv) Delivery of Founding Shares. When the Repurchase Option has been exercised or expires unexercised or a portion of the Founding Shares has been released from the Repurchase Option, upon the Major Shareholder's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Founding Shares and shall deliver such certificate to the Major Shareholder.

(v) Shareholder Rights/Additional Securities. Subject to the terms hereof, the Major Shareholder shall have all the rights of a shareholder with respect to such Founding Shares while they are held in escrow, including without limitation, the right to vote the Founding Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's Repurchase Option, there is (i) any stock dividend, stock split or other change in the Founding Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Major Shareholder is entitled by reason of his ownership of the Founding Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Founding Shares" for purposes of this Agreement.

(c) Restriction on Transfer of Unreleased Founding Shares. Except for the escrow described in Section 1.3 or transfer of the Founding Shares to the Company or its assignees contemplated by Section 1.1, none of the Founding Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the release of the Founding Shares from the Company's Repurchase Option in accordance with the provisions of this
Section 1. After such release, the Founding Shares shall be subject to the restrictions set forth in Section 2.

2. Options to Purchase or Sell.

(a) Restrictions on Transfer. No sale or other disposition (voluntary or involuntary) of Founding Shares released from the

Company's Repurchase Option in accordance with the provisions of Section 1 or of other shares of Common Stock of the Company now owned or hereafter acquired by the Major Shareholder (the "Shares") shall be valid unless it is made in accordance with the provisions of this Section 2.

(b) Right of First Refusal.

(i) Offer for Sale. In the event, at any time following the date of this Agreement, the Major Shareholder or his transferee desires to accept a bona fide third-party offer to sell or transfer in any manner Shares not or no longer subject to the Company's Repurchase Option, he shall first offer such Shares for sale to the Company at the same price, and upon the same terms (or terms as similar as reasonably possible) upon which he is proposing or is to dispose of such Shares, and shall at the same time provide notice to the Investors of such offer and its terms. Such right of first refusal shall be provided to the Company for a period of twenty-one (21) days following receipt by the Company of written notice by Major Shareholder of the terms and conditions of said proposed sale or transfer, or twenty-one (21) days following the setting of a price under Section 2.2(c) (when the price is determined under that Section). In the event that the Company does not exercise its right of first refusal for the full number of Shares, the Major Shareholder or his transferee shall then offer such remaining Shares to the Investors in the same manner as provided herein to the Company, with the Investors' right of first refusal extending for a similar twenty-one (21) day period. Each Investor shall be entitled to purchase a pro rata share of such remaining Shares equal to the number of shares of Common Stock, and other securities convertible into or exercisable for Common Stock, (together "Common Stock Equivalents") then held by the Investor, divided by the number of Common Stock Equivalents held by those Investors electing to exercise their option. In the event the Shares are not disposed of within ninety (90) days following lapse of the period of the right of first refusal provided to the Investor, they shall once again be subject to the right of first refusal herein provided.

(ii) Involuntary Transfers. In the event, at any time following the date of this Agreement, of any transfer by operation of law or other involuntary transfer (including a transfer pursuant to dissolution of marriage) of all or a portion of the Shares, the Company (or the Investors, if the Company shall refuse its option) shall have an option to purchase all of the Shares transferred. Upon such a transfer, the person acquiring the Shares shall promptly notify the Secretary of the Company and the Investors of such

transfer. The right to purchase such Shares shall be provided to the Company for a period of twenty-one (21) days following receipt by the Company of written notice by the person acquiring the Shares. If the Company declines to exercise its option, the Secretary of the Company shall notify the Investors, in writing, and each Investor shall have a similar option, on the pro rata basis set forth in Section 2.2(a) above, for a period of twenty-one (21) days following their receipt of written notice. The purchase price shall be determined in accordance with Section 2.2(c) and may be paid by cash.

(iii) Determination of Price. With respect to any stock to be transferred pursuant to Section 2.2(b), the price per Share shall be a price set by the Board of Directors of the Company which will reflect the current value of the Shares in terms of present earnings and future prospects for the Company. The Company shall notify the Major Shareholder or his executor of the price so determined within twenty-one (21) days after receipt by it of written notice of the transfer or proposed transfer of the Shares. If the Major Shareholder or his executor disputes the price as set by the Board of Directors by giving notice to the Company within ten (10) days after being informed of the price, the price of the Shares shall be determined by an independent financial analyst selected jointly by the Board of Directors of the Company and the Major Shareholder, with the cost of such determination to be divided equally between the Company and the Major Shareholder. The Board of Directors and the Major Shareholder shall select such analyst within thirty (30) days after receipt of notice that the Major Shareholder is disputing the price set by the Board of Directors. If the Board is not notified of any such dispute within such ten (10) days period, the decision of the Board of Directors as to the purchase price shall be final. Any time required to resolved a dispute shall be added to the twenty-one (21) day period in which the Company may exercise its right to purchase.

(c) Right of Co-Sale. Within forty-two (42) days after receipt of the offer delivered under Section 2.2(a), each Investor shall also notify the Major Shareholder and the Company whether it exercises its right of co-sale under the provisions of this Section 2.3. In the event that the Company and the Investors do not exercise their right of first refusal set forth in Section 2.2 above for all of the Shares proposed to be sold, and the Major Shareholder continues to hold Shares which he proposes to sell to the prospective purchaser (the "Co-Sale Shares"), then each of the Investors may notify the Major Shareholder of its desire to sell to the prospective purchaser the shares of stock of the Company which

such Investor then holds on the same terms as those on which the Major Shareholder proposes to sell the Co-Sale Shares. The maximum number of shares of stock of the Company which an Investor shall be entitled to sell pursuant to this Section 2.3 shall be equal to that number obtained by multiplying (x) the total number of Co-Sale Shares by (y) a fraction, the numerator of which is the total number of shares of Common Stock Equivalents then held by the Investor and the denominator of which is double the total number of shares of Common Stock Equivalents then held in the aggregate by the Major Shareholder and the Investors. If an Investor elects to sell to the prospective purchaser, then the Major Shareholder shall assign as much of his interest in the agreement of sale with the prospective purchaser as the Investor shall be entitled to and shall accept hereunder.

(d) Sale after Notice. If within forty-two (42) days after receipt by the Investors of copies of the initial written notice pursuant to Section 2.2(a) above, the Investors do not send notice pursuant to Section 2.3 above, then the Major Shareholder shall be free to sell the stock to such prospective purchaser but only on the same terms and conditions as contained in the notice sent to the Investors. In the event the Shares are not disposed of within ninety (90) days following the lapse of the right of co-sale granted pursuant to Section 2.3 to the Investors, they shall once again be subject to the rights of first refusal and co-sale herein provided.

(e) Excluded Transfers. The Major Shareholder may transfer all or part of the Shares to an ancestor, descendant, spouse, or a custodian or a trustee, including a trustee of a voting trust, for the account of an ancestor, descendant, spouse, or the Major Shareholder; provided, however, that this Agreement shall be binding upon such transferee. All transferees of Shares or any interest therein pursuant to this Section 2.5 shall be required as a condition of such transfer to agree in writing in the form satisfactory to the Company that they will receive and hold such Shares or interests subject to the provisions of this Agreement, including, insofar as applicable, the Company's and the Investor's right of first refusal in Section 2.2 and the Investor's right of co-sale in Section 2.3. Any sale or transfer of the Shares shall be void unless the provisions of this Agreement are met.

(f) Termination of Rights.

(i) Transfers in Accordance with Agreement. Any Shares transferred in accordance with the terms of Sections 2.2, 2.3 or 2.4 above, shall no longer be subject to or covered by this Agreement.

(ii) Public Market. The rights of the Company and the Investors pursuant to this Section 2 shall end at such time as a public market exists for the Company's Common Stock (or any other stock issued to the Major Shareholder in exchange for the Shares). For the purpose of this Agreement, a "public market" shall be deemed to exist if (A) such stock is listed on a national securities exchange (as that term is used in the Securities Exchange Act of 1934) or (B) such stock is traded on the over-the-counter market and prices are published daily on business days in a recognized financial journal. Upon termination of the Company's and the Investor's rights pursuant to this Section 2, at the Major Share- holder's request the Company shall issue a new certificate representing the Shares without a legend referring to this Agreement.

3. Stock Certificate Legend. The share certificate evidencing the Shares shall be endorsed with the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY, THE SHAREHOLDER AND CERTAIN OTHER SHAREHOLDERS OF THE COMPANY, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

4. General Provisions.

4.1 Governing Law. This Agreement shall be governed by the laws of the State of California. This Agreement represents the entire agreement between the parties with respect to the subject matter hereof and may only be modified or amended in a writing signed by both parties.

4.2 Notice. Any notice, demand or request required or permitted to be given by either the Company or the Major Shareholder pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

4.3 Successors and Assigns. Subject to the conditions of transfer of Shares hereunder, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties to this Agreement and each of their successors and assigns.

4.4 Attorney Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

MAJOR SHAREHOLDER:            COMPANY:
                              Spectrx, Inc.
- ------------------------
Jonathan Eppstein

No. of Common Shares: 15,814  By:
                                 -----------------------------

Address:                      Title:
- -----------------------------       --------------------------

- -----------------------------
                              Address: 2518 Euclid Place
                                       Fremont, CA 94539

EXHIBIT K

EMPLOYMENT AGREEMENT

SPECTRX, INC.
6015D Unity Drive
Norcross, GA 30071

January 13, 1993

Keith D. Ignotz
16040 Green Ridge Terrace
Los Gatos, CA 95032

Dear Keith:

This letter will serve to confirm our discussions relating to your employment by Spectrx, Inc. (the "Company").

This letter, when signed by you, will constitute the agreement between the Company and you concerning your employment by the Company and supersedes all previous agreements and discussions.

Your annual salary, payable in accordance with the payroll policies of the Company, will be $135,000.

Either you or the Company can terminate this employment relationship at any time without prior notice, for any reason. Neither you nor the Company has to give "cause" for termination. Notwithstanding the foregoing, in the event that your employment by the Company is terminated other than for "cause" prior to twelve months from the closing of the Company's Series A Preferred Stock Financing (the "Anniversary"), you shall be entitled to salary and benefits until the Anniversary. Cause shall mean (i) moral turpitude or conviction of a felony; (ii) material dishonesty, fraud or misrepresentation; (iii) habitual neglect of duty after appropriate warning from the Company; or (iv) failure to promptly relocate to Georgia following the closing of the Company's Series A Preferred Stock Financing.

As a condition to your employment, you will be required to execute a Proprietary Information Agreement in the form attached hereto.

If you are in agreement with this proposal, please execute the enclosed copy of this letter and return it to me along with the Proprietary Information Agreement which I have enclosed.

Sincerely,

Acknowledged and Accepted: Mark A. Samuels, President

                                                       Number
          Name                                       of Shares
------------------------                            -----------
   Mark A. Samuels                                    434,143
   Scott W. Patterson                                 288,395
   Thornton Morris                                     52,717
   Dr. Robert Balley                                  116,288
   Dr. Peter Rhee                                      38,763
   Glen Robinson                                       77,991
   Dr. Dan Hankey                                      77,991
   Electromagnetic                                     46,515
     Sciences
   Jonathan Eppstein                                   15,814
   Rick Fowler                                         34,266
   Dan Coner                                            3,334
   Frank Maloof                                        15,505
   Steve Maloof                                        15,505
   Nelson Gold                                          3,876
   Charles Phillips                                     7,753
   Doug Meyers                                          7,753
   Paul Moore                                           3,876
   Keith Ignotz                                        17,597
   Rogers Badgett                                      54,268
   Peter Mondalek                                       7,753
   Emory Ethridge                                       7,753
   William Chambers                                    15,505
   Dean Maloof                                          7,753
   Andy Garrett                                         7,753
   William Zachary                                     27,134
   Keith Ignotz                                       263,999

EXHIBIT 10.4

SPECTRX, INC.

Note and Warrant

Purchase Agreement

November 6, 1995

TABLE OF CONTENTS

                                                                  Page
                                                                  ----
1.   The Notes and the Warrants. . . . . . . . . . . . . . . . . . 1

     1.1  The Notes. . . . . . . . . . . . . . . . . . . . . . . . 1
     1.2  The Warrants . . . . . . . . . . . . . . . . . . . . . . 1
     1.3  Place and Date of Closing. . . . . . . . . . . . . . . . 1
     1.4  Delivery . . . . . . . . . . . . . . . . . . . . . . . . 1

2.   Representations and Warranties of the Company . . . . . . . . 1

     2.1  Organization and Standing. . . . . . . . . . . . . . . . 1
     2.2  Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 2
     2.3  Capitalization . . . . . . . . . . . . . . . . . . . . . 2
     2.4  Authorization. . . . . . . . . . . . . . . . . . . . . . 2

3.   Representations and Warranties of Investors . . . . . . . . . 3

     3.1  Binding Obligation . . . . . . . . . . . . . . . . . . . 3
     3.2  Investment Experience. . . . . . . . . . . . . . . . . . 3
     3.3  Investment Intent. . . . . . . . . . . . . . . . . . . . 3
     3.4  Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . 3
     3.5  Discussions with Management. . . . . . . . . . . . . . . 3

4.   Conditions to Closing . . . . . . . . . . . . . . . . . . . . 3

     4.1  Conditions to Obligations of the Investors . . . . . . . 3
     4.2  Conditions to Obligations of the Company . . . . . . . . 4

5.   Subsequent Purchase By Hillman Medical Ventures . . . . . . . 4

6.   Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . 4

     6.1  Waivers and Amendments . . . . . . . . . . . . . . . . . 4
     6.2  Governing Law. . . . . . . . . . . . . . . . . . . . . . 5
     6.3  Survival . . . . . . . . . . . . . . . . . . . . . . . . 5
     6.4  Successors and Assigns . . . . . . . . . . . . . . . . . 5
     6.5  Entire Agreement . . . . . . . . . . . . . . . . . . . . 5
     6.6  Notices, etc.. . . . . . . . . . . . . . . . . . . . . . 5
     6.7  Payment of Fees and Expenses . . . . . . . . . . . . . . 5
     6.8  Counterparts . . . . . . . . . . . . . . . . . . . . . . 6

TABLE OF CONTENTS
(CONTINUED)

EXHIBITS                                                      Page
                                                              ----
     A    Schedule of Investors
     B    Form of Convertible Promissory Note
     C    Form of Stock Purchase Warrant

SPECTRX, INC.
NOTE AND WARRANT PURCHASE AGREEMENT

This Agreement is made as of November 6, 1995, among SpectRx, Inc., a Delaware corporation (the "Company"), with its principal office at 6025A Unity Drive, Norcross, Georgia 30071, and the investors set forth on the Schedule of Investors attached hereto as Exhibit A (the "Investors").

1. The Notes and the Warrants.

1.1 The Notes. Each Investor severally agrees, on the terms and conditions specified in this Agreement, to lend to the Company the sum set forth in Column 1 of Exhibit A opposite such Investor's name (individually a "Loan" and collectively the "Loans") at the Closing (as defined below). Each Investor's loan shall be evidenced by a convertible promissory note (individually a "Note" and collectively the "Notes") dated as of the date of the Closing in the form of Exhibit B attached hereto.

1.2 The Warrants. Each Investor severally agrees, on the terms and conditions specified in this Agreement, to purchase, for the warrant purchase price set forth in Column 2 of Exhibit A opposite such Investor's name, a warrant in the form of Exhibit C attached hereto (individually a "Warrant" and collectively the "Warrants") with an aggregate exercise price as set forth opposite such investor's name in Column 3 of Exhibit A.

1.3 Place and Date of Closing. The closing of these transactions (the "Closing") will be held at the offices of Wilson, Sonsini, Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California at 3:00 p.m. on November 6, 1995, or at such other time and place as the parties shall mutually agree (the "Closing Date"). At any time on or before the 120th day following the Closing, the Company may sell additional Notes and Warrants to the Investors or to other investors. Any such sales shall be made on the terms and conditions set forth in this Agreement, and any Notes and Warrants sold shall be deemed to be "Notes" and "Warrants" sold pursuant to this Agreement, and each such additional investor shall be deemed to be an "Investor" for all purposes under this Agreement.

1.4 Delivery. At the Closing, the Company will deliver to each Investor a Note in the principal amount set forth opposite such Investor's name in Column 1 of Exhibit A, and a Warrant with an aggregate exercise price as set forth opposite such Investor's name in Column 3 of Exhibit A. At the Closing, each Investor shall deliver to the Company the amount of such Investor's loan and the amount of the warrant purchase price as set forth opposite such Investor's name in Columns 1 and 2, respectively, of Exhibit A by check or wire transfer.

2. Representations and Warranties of the Company.

2.1 Organization and Standing. The Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Company has all

requisite corporate power and authority to own its properties and assets and to carry on its business as presently conducted. The Company is qualified to do business and is in good standing as a foreign corporation in Georgia. The Company has not qualified to do business as a foreign corporation in any other jurisdiction. The failure to be so qualified will not have a material adverse effect on the Company's business as now conducted.

2.2 Subsidiaries. The Company does not presently control, directly or indirectly, or have an ownership interest in any other corporation, partnership, business trust, association or other business entity.

2.3 Capitalization. The authorized capital stock of the Company consists of 10,000,000 shares of Common Stock and 7,120,000 shares of Preferred Stock, of which 3,560,000 shares are designated as Series A Preferred Stock and 3,560,000 shares are designated Series A1 Preferred Stock. Immediately prior to the Closing, 1,973,500 shares of Common Stock and 3,103,784 shares of Series A Preferred Stock will be outstanding. All of the outstanding shares of Common Stock and Series A Preferred Stock are duly authorized, validly issued, fully paid and nonassessable. Immediately prior to the Closing, there will be outstanding warrants to purchase 12,000 shares of the Company's Common Stock and 360,000 shares of Series A Preferred Stock. The Company has granted a right of first refusal to certain of the holders of Series A Preferred Stock pursuant to a Series A Preferred Stock Purchase Agreement dated February 5, 1993 (the "Series A Agreement"). The Company has 700,000 shares reserved for future issuance pursuant to the Company's 1995 Incentive Stock Option Plan. The Company has issued options to purchase 458,351 shares. There are no other preemptive or other outstanding rights, subscriptions, options, warrants, calls, contracts, demands, commitments, convertible securities, conversion rights or agreements for the purchase or acquisition from the Company of any shares of its capital stock or other securities of the Company. All of the outstanding shares of Common Stock and Series A Preferred Stock of the Company have been duly and validly issued in compliance with federal and state securities laws.

2.4 Authorization. All corporate action on the part of the Company, its directors and stockholders necessary for the sale and issuance of the Notes, Warrants, the equity securities into which the Notes and Warrants are convertible and exercisable (collectively the "Securities") and the performance of the Company's obligations under this Agreement, the Notes and the Warrants will be taken prior to the Closing. Each of this Agreement, the Notes and the Warrants is a valid, binding and enforceable obligation of the Company, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditor's rights and to the availability of the remedy of specific performance. The execution and delivery of the Agreement, the Notes and the Warrants and the performance by the Company of its terms do not violate, conflict with or result in a material breach of (i) the Company's Certificate of Incorporation, as amended through the Closing Date;
(ii) the Company's Bylaws; (iii) any judgment, order or decree of any court or arbitrator to which the Company is a party; or (iv) any contract, undertaking, indenture or other agreement or instrument by which the Company is now bound or to which it is now a party. The Company is not subject to any judgment, order or decree of any court or arbitrator. Except for notices required or permitted to be filed with certain state and federal securities commissions, which

notices the Company agrees to file on a timely basis, the execution, delivery and performance by the Company of this Agreement, the Notes and the Warrants in compliance with their respective provisions do not require any governmental consent or approval.

3. Representations and Warranties of Investors. Each Investor, for that Investor alone, represents and warrants to the Company upon the acquisition of the Note and the Warrant, upon conversion of the Note and upon exercise of the Warrant as follows:

3.1 Binding Obligation. Each of this Agreement, the Note and the Warrant is a valid, binding and enforceable obligation of the Investor, subject to applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditor's rights and to the availability of the remedy of specific performance.

3.2 Investment Experience. The Investor is either an accredited investor within the meaning of Regulation D prescribed by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act") or, by virtue of the Investor's experience in evaluating and investing in private placement transactions of securities in companies similar to the Company, the Investor is capable of evaluating the merits and risks of the Investor's investment in the Company and has the capacity to protect the Investor's own interests.

3.3 Investment Intent. The Investor is acquiring the Securities for investment for the Investor's own account and not with a view to, or for resale in connection with, any distribution thereof. The Investor understands that the Securities have not been registered under the Act by reason of a specific exemption from the registration provisions of the Act that depends upon, among other things, the bona fide nature of the investment intent as expressed herein.

3.4 Rule 144. The Investor acknowledges that the Securities must be held indefinitely unless subsequently registered under the Act, or unless an exemption from such registration is available. The Investor is aware of the provisions of Rules 144 and 144A promulgated under the Act that permit limited resale of securities purchased in a private placement subject to the satisfaction of certain conditions.

3.5 Discussions with Management. The Investor has had an opportunity to discuss the Company's business, management, and financial affairs with the Company's management and to review the Company's facilities.

4. Conditions to Closing.

4.1 Conditions to Obligations of the Investors. The Investor's obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by the Investors:

(a) The representations and warranties made by the Company in
Section 2 shall be true and correct when made, and shall be true and correct on the Closing Date with the same force and effect as if they had been made on and as of the same date.

(b) Except for the notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all governmental approvals required in connection with the lawful sale and issuance of the Securities.

(c) At the Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Securities shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.

(d) All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents and instruments incident to such transaction shall be reasonably satisfactory in substance and form to the Investors and the Investors shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

4.2 Conditions to Obligations of the Company. The Company's obligation to issue and sell the Securities at the Closing is subject to the fulfillment to the Company's satisfaction on or prior to the Closing Date of the following conditions, any of which may be waived in whole or in part by the Company:

(a) Except for the notices required or permitted to be filed after the Closing Date with certain federal and state securities commissions, the Company shall have obtained all consents, approvals, permits and waivers required in connection with the lawful sale and issuance of the Securities.

(b) At the Closing, the sale and issuance by the Company, and the purchase by the Investors, of the Securities shall be legally permitted by all laws and regulations to which the Investors or the Company are subject.

5. Subsequent Purchase By Hillman Medical Ventures. Hillman Medical Ventures 1995 L.P., a Delaware limited partnership, an Investor hereunder, hereby covenants and agrees that, within five (5) days after the Company and Fibre Optics Medical Products, Inc. ("FOMP") have entered into an agreement pursuant to which the Company will purchase substantially all of the assets of FOMP, Hillman will grant an additional $250,000 Loan to the Company pursuant to the terms of this Agreement.

6. Miscellaneous.

6.1 Waivers and Amendments. With the written consent of the record holders of more than 50% of the shares issuable upon exercise of the Warrants then outstanding, the obligations

of the Company and the rights of the holders of the Securities under this Agreement, the Notes and the Warrants may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent the Company, when authorized by resolution of its Board of Directors, may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement the Notes and the Warrants; provided, however, that no such waiver or supplemental agreement shall reduce the aforesaid percentage of the shares issuable upon exercise of the Warrants which is required to consent to any waiver or supplemental agreement. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement in writing.

6.2 Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within Delaware.

6.3 Survival. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Investor and the Closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto or in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder as of the date of such certificate or instrument.

6.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

6.5 Entire Agreement. This Agreement (including the exhibits attached hereto) and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

6.6 Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (i) if to a Investor, at such Investor's address set forth in the Schedule of Investors, or at such other address as such Investor shall have furnished the Company in writing, or (ii) if to the Company, at its address set forth at the beginning of this Agreement, or at such other address as the Company shall have furnished to the Investor and each such other holder in writing.

6.7 Payment of Fees and Expenses. The Company and each of the Investors shall each bear their own expenses incurred with respect to this transaction.

6.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.

COMPANY:

SPECTRX, INC.

INVESTORS:

HILLMAN MEDICAL VENTURES 1995 L.P.,
A DELAWARE LIMITED PARTNERSHIP

By: Hillman/Dover Limited
Partnership, General Partner

By: Wilmington Securities, Inc.,
Its Sole General Partner

NORO-MOSELEY PARTNERS II, L.P.
A GEORGIA LIMITED PARTNERSHIP

By: Moseley & Company, II,
General Partner

POWERVISION, INC.

SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
November 6, 1995

Frank Maloof

SIGNATURE PAGE TO
NOTE AND WARRANT PURCHASE AGREEMENT
November 6, 1995

                                                                                              Number of Shares
                                                                              Warrant         Purchasable
                  Name                                Note Amount         Purchase Price      Under Warrant
- --------------------------------------                -------------       -------------       ----------------
 FIRST CLOSING

 Hillman Medical Ventures 1995 L.P.                   $250,000.00         $  5,000.00           75,000
 824 Market Street, Suite 900
 Wilmington, DE 19801
 Attn:  Darlene Clarke

 Noro-Moseley Partners II, L.P.                       $250,000.00         $  5,000.00           75,000
 4200 Northside Parkway, Bldg. 9
 Atlanta, GA 30327
 Attn:  Jack R. Kelly, Jr


                                                      -----------         -----------      -----------
 FIRST CLOSING TOTAL                                  $500,000.00         $ 10,000.00          150,000




 SECOND CLOSING

 Dr. Lawrence Phillips                                $ 11,275.00         $    225.00            3,383
 1799 Castleway Lane
 Atlanta, GA 30345

 Richard Bowe, M.D                                      25,000.00              500.00            7,500
 The Bowe Eye Center
 1818 South Union, Suite 2
 Tacoma, WA 98405

 Randolf Lindblad, M.D                                  25,000.00              500.00            7,500
 2622 Meridian Street, South
 Puyallup, WA 98373

 Emory J. Ethridge                                     100,000.00            2,000.00           30,000
 211 Mooney Road
 Fort Walton Beach, FL 32547

 Mr. Keith D. Ignotz                                    59,804.00            1,196.00           17,941
 3151 Willow Green Court
 Duluth, GA 30136

 David Marco                                            24,500.00              490.00            7,350
 Marco Technologies
 11825 Central Parkway
 Jacksonville, FL 32216

                                                                                              Number of Shares
                                                                              Warrant         Purchasable
                  Name                                Note Amount         Purchase Price      Under Warrant
- --------------------------------------                -------------       -------------       ----------------
PowerVision, Inc.                                       50,000.00            1,000.00           15,000
Genesis Building
3rd Floor
Grand Cayman
Cayman Islands
British West Indies

Steven Davis                                            24,500.00              490.00            7,350
19 Ancient Oak Court
Marietta, GA 30076

Joseph Calabro                                         100,982.00            2,019.64           30,295
2631 South 15th Street
Philadelphia, PA 19145

Mark Miehle                                              5,000.00              100.00            1,500
Dicon
10373 Roselle Street, #4
San Diego, CA 92121

Rogers Badgett                                          50,000.00            1,000.00           15,000
1822 North Main
P.O. Drawer H
Madisonville, KY 42431-0600

Dr. John Imhoff                                        100,000.00            2,000.00           30,000
c/o Ms. Pam Watson
Cottage 441
Sea Island, GA 31561

Dr. Dale Rorabaugh                                      25,000.00              500.00            7,500
6580 Paseo Del Ias
Rancho Santa Fe, CA 92067

Dr. William Collins                                     25,000.00              500.00            7,500
266 Concord Drive
Pottstown, PA 19464

Charles M. Phillips                                     10,000.00              200.00            3,000
5866 Castle Lane
Norcross, GA 30093

Steve Maloof                                            50,000.00            1,000.00           15,000
2669 Mercedes Drive
Atlanta, GA 30345

                                                                                              Number of Shares
                                                                              Warrant         Purchasable
                  Name                                Note Amount         Purchase Price      Under Warrant
- --------------------------------------                -------------       -------------       ----------------
 Frank Maloof                                             50,000.00            1,000.00           15,000
 2669 Mercedes Drive
 Atlanta, GA 30345

 William Chambers                                         50,000.00            1,000.00           15,000
 811 Fleming Street
 Mt. Pleasant, TX 75455

 Hillman Medical Ventures 1996, L.P.                      98,040.00            1,960.00           29,412
 824 Market Street, Suite 900
 Wilmington, DE 19801
 Attn:  Darlene Clarke

 Noro-Moseley Partners II, L.P.                           98,040.00            1,960.00           29,412
 4200 Northside Parkway, Bldg. 9
 Atlanta, GA 30327
 Attn:  Jack R. Kelly, Jr


                                                      =============       =============          =======
 SECOND CLOSING TOTAL                                 $  982,141.00       $   19,640.64          294,643
                                                      =============       =============          =======

 COMBINED TOTAL                                       $1,482,141.00       $   29,640.64          444,643

EXHIBIT B

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF. THE SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT UNDER CERTAIN SPECIFIC LIMITED CIRCUMSTANCES, AN OPINION OF COUNSEL FOR THE HOLDER, CONCURRED IN BY COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED.

SPECTRX, INC.

CONVERTIBLE SUBORDINATED PROMISSORY NOTE

Palo Alto, California

November 6, 1995

1. Principal and Interest

SPECTRX, INC. (the "Company"), a Delaware corporation, for value received, hereby promises to pay to the order of or holder ("Payee") in lawful money of the United States at the address of Payee set forth below, the principal amount of , together with simple interest at the rate of ten percent (10%) per annum.

The principal of and accrued interest on this Note is due and payable thirty (30) days after written demand for such payment has been made by Payee, provided, however, that no such demand may be made prior to November 6, 1996. This Note may be prepaid without penalty, in whole or in part, at any time.

Upon payment in full of all principal and interest payable hereunder, this Note shall be surrendered to the Company for cancellation.

2. Subordination

(a) "Senior Indebtedness" means the principal of and premium, if any, and interest on indebtedness of the Company for money borrowed from commercial banks, equipment lessors or other financial institutions under a secured or unsecured line of credit, term loan or equipment lease.

(b) The Company agrees and the holder of each Note, by acceptance thereof, agrees, expressly for the benefit of the present and future holders of Senior Indebtedness, that, except as otherwise provided herein, upon (i) an event of default under any Senior Indebtedness, or (ii) any dissolution, winding up, or liquidation of the Company, whether or not in bankruptcy, insolvency or receivership proceedings, the Company shall not pay, and the holder of such Note shall not be entitled to receive, any amount in respect of the principal and interest of such Note unless and until the Senior Indebtedness shall have been paid or otherwise discharged. Upon (1) an event of default under any Senior Indebtedness, or (2) any dissolution, winding up or liquidation of the Company, any payment or distribution of assets of the Company, which the holder of this Note would be entitled to receive but for the provisions hereof, shall be paid by the liquidating trustee or agent or other person making such payment or distribution directly to the holders of Senior Indebtedness ratably according to the aggregate amounts remaining unpaid on Senior Indebtedness after giving effect to any concurrent payment or distribution to the holders of Senior Indebtedness. Subject to the payment in full of the Senior Indebtedness and until this Note is paid in full, the holder of this Note shall be subrogated to the rights of the holders of the Senior Indebtedness (to the extent of payments or distributions previously made to the holders of Senior Indebtedness pursuant to this paragraph 2(b) to receive payments or distributions of assets of the Company applicable to the Senior Indebtedness.

(c) This Section 2 is not intended to impair, as between the Company, its creditors (other than the holders of Senior Indebtedness) and the holder of this Note, the unconditional and absolute obligation of the Company to pay the principal of an interest on the Note or affect the relative rights of the holder of this Note and the other creditors of the Company, other than the holders of Senior Indebtedness. Nothing in this Note shall prevent the holder of this Note from exercising all remedies otherwise permitted by applicable law upon default under the Note, subject to the rights, if any, of the holders of Senior Indebtedness in respect to cash, property or securities of the Company received upon the exercise of any such remedy.

3. Conversion.

(a) The outstanding principal balance of this Note and all interest accrued and unpaid thereon shall be automatically converted upon the closing of the Company's next equity financing (the "Next Financing") involving the receipt by the Company of more than $5,000,000 (including amounts received on conversion of debt) into the securities issued in the next equity financing (the "Securities") at the purchase price paid for the Securities by the investors in the Next Financing; provided, however that if the closing of the Next Financing has not occurred by 5:00 p.m. Pacific Time on November 6, 1996, the outstanding principal balance of this Note and all interest accrued and unpaid thereon shall be, upon the election of the Payee, converted into shares of Common Stock of the Company at a conversion price of $1.00 per share.

(b) Upon automatic conversion of this Note, the outstanding principal and accrued interest of the Notes shall be converted automatically without any further action by the holder and whether or not the Note is surrendered to the Company or its transfer agent. The Company shall not be obligated to issue certificates evidencing the shares of the securities issuable upon conversion

unless such Notes are either delivered to the Company or its transfer agent, or the holder notifies the Company or its transfer agent that such Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such Note. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification, issue and deliver at such office to such holder of such Note, a certificate or certificates for the securities to which the holder shall be entitled and a check payable to the holder in the amount of any cash amounts payable as the result of a conversion into fractional shares of the Securities. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of closing of the transaction causing automatic conversion. The person or persons entitled to receive securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such securities on such date.

4. Attorneys Fees. If the indebtedness represented by this Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, Company agrees to pay, in addition to the principal and interest payable hereunder, reasonable attorneys' fees and costs incurred by Payee.

SPECTRX, INC.

EXHIBIT C

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

No. STOCK PURCHASE WARRANT

To Purchase Shares of Common Stock of
SPECTRX, INC.

THIS CERTIFIES that, for value received, (the "Investor"), is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time on or after the date hereof and on or prior to November 6, 2000, but not thereafter, to subscribe for and purchase, from SPECTRX, INC. a Delaware corporation (the "Company"), _______________ shares of Common Stock. The purchase price per share shall be equal to twenty percent (20%) of the price per share of equity securities paid in the Company's next private offering of equity securities, the aggregate gross proceeds from which exceeds $5,000,000 (whether in one transaction or in a series of transactions). The purchase price and the number of shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.

1. Title of Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company, referred to in Section 2 hereof, by the holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with the Assignment Form annexed hereto properly endorsed.

2. Exercise of Warrant. The purchase rights represented by this Warrant are exercisable by the registered holder hereof, in whole or in part, at any time before the close of business on November 6, 2000 by the surrender of this Warrant and the Subscription Form annexed hereto duly executed at the office of the Company, in Norcross, Georgia (or such other office or agency of the Company as it may designate by notice in writing to the registered holder hereof at the address of such holder appearing on the books of the Company), and upon payment of the purchase price of the shares thereby purchased (by cash or by check or bank draft payable to the order of the Company or by cancellation of indebtedness of the Company to the holder hereof, if any, at the time of exercise in an amount equal to the purchase price of the shares thereby purchased); whereupon the holder of this Warrant shall be entitled to receive a certificate for the number of shares of Common Stock so

purchased. The Company agrees that if at the time of the surrender of this Warrant and purchase the holder hereof shall be entitled to exercise this Warrant, the shares so purchased shall be and be deemed to be issued to such holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been exercised as aforesaid.

Certificates for shares purchased hereunder shall be delivered to the holder hereof within a reasonable time after the date on which this Warrant shall have been exercised as aforesaid.

The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant, be fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

3. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. With respect to any fraction of a share called for upon the exercise of this Warrant, an amount equal to such fraction multiplied by the then current price at which each share may be purchased hereunder shall be paid in cash to the holder of this Warrant.

4. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the holder of this Warrant or in such name or names as may be directed by the holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the holder hereof; and provided further, that upon any transfer involved in the issuance or delivery of any certificates for shares of Common Stock, the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

5. No Rights as Shareholders. This Warrant does not entitle the holder hereof to any voting rights or other rights as a stockholder of the Company prior to the exercise thereof.

6. Exchange and Registry of Warrant. This Warrant is exchangeable, upon the surrender hereof by the registered holder at the above-mentioned office or agency of the Company, for a new Warrant of like tenor and dated as of such exchange.

The Company shall maintain at the above-mentioned office or agency a registry showing the name and address of the registered holder of this Warrant. This Warrant may be surrendered for exchange, transfer or exercise, in accordance with its terms, at such office or agency of the Company,

and the Company shall be entitled to rely in all respects, prior to written notice to the contrary, upon such registry.

7. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of this Warrant.

8. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday or a Sunday or shall be a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.

9. Early Termination and Dilution.

(a) Merger, Sale of Assets, etc. If at any time the Company proposes to (i) effect a merger, reorganization or sale of substantially all of the assets of the Company in which the stockholders of the Company immediately prior to the transaction will hold less than 50% of the surviving entity (or its parent) immediately after the transaction, or (ii) effect a registered public offering of the Company's shares, then the Company shall give the holder of this Warrant thirty days notice of the proposed effective date of such transaction and if the Warrant has not been exercised by the effective date of such transaction it shall terminate.

(b) Reclassification, etc. If the Company at any time shall, by subdivision, combination or reclassification of securities or otherwise, change any of the securities to which purchase rights under this Warrant exist into the same or a different number of securities of any class or classes, this Warrant shall thereafter be to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant immediately prior to such subdivision, combination, reclassification or other change. If shares of the Company's Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, the purchase price under this Warrant shall be proportionately reduced in case of subdivision of shares or proportionately increased in the case of combination of shares, in both cases by the ratio which the total number of shares of Common Stock to be outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(c) Cash Distributions. No adjustment on account of cash dividends or interest on the Company's Common Stock or other securities purchasable hereunder will be made to the purchase price under this Warrant.

(d) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Company's Common Stock upon the exercise of the purchase rights under this Warrant.

10. Miscellaneous.

(a) Issue Date. The provisions of this Warrant shall be construed and shall be given effect in all respect as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant shall constitute a contract under the laws of the State of Delaware and for all purposes shall be construed in accordance with and governed by the laws of said state.

(b) Restrictions. The holder hereof acknowledges that the Common Stock acquired upon the exercise of this Warrant may have restrictions upon its resale imposed by state and federal securities laws.

(c) Waivers and Amendments. With the consent of the Holders (as defined below) holding rights to purchase more than 50% of the shares issuable upon exercise of the then outstanding Warrants (as defined below), the obligations of the Company and the right of the Holders may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with the same consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Warrants; provided, however, that no such waiver or supplemental agreement shall reduce the aforesaid percentage which is required for consent to any waiver or supplemental agreement, without the consent of all of the Holders of the then outstanding Warrants. As used in this Section 10(c),
(i) the "Warrants" shall be the warrants issued pursuant to the Company's Note and Warrant Purchase Agreement of even date herewith, as amended before or after the date hereof, and (ii) the "Holders" shall be the record holders of the Warrants.

(d) Investment Representation Statement. If requested by the Company, the Holder, upon exercise of this Warrant, agrees to execute an investment representation statement containing representations substantially similar to those set forth in Section 3 of the Company's Note and Warrant Purchase Agreement of even date herewith.

IN WITNESS WHEREOF, SPECTRX, INC. has caused this Warrant to be executed by its officers thereunto duly authorized.

Dated: November 6, 1995

SPECTRX, INC.

NOTICE OF EXERCISE

To: SPECTRX, INC.

(1) The undersigned hereby elects to purchase ____________ shares of Common Stock of SPECTRX, INC. pursuant to the terms of the attached Warrant, and tenders herewith payment of the purchase price in full, together with all applicable transfer taxes, if any.

(2) Please issue a certificate of certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(3) The undersigned represents that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such shares.

ASSIGNMENT FORM

(To assign the foregoing warrant, execute this form and supply required information.
Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Dated: ______________, 19__.

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever, and must be guaranteed by a bank or trust company. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

EXHIBIT 10.5

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

SPECTRX, INC.

6025A Unity Drive
Norcross, GA 30071

                                                    TABLE OF CONTENTS
                                                                                                                       PAGE
SECTION 1  Authorization and Sale of Preferred Stock  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         1.1     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     Sales of Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2  Closing Dates; Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         2.1     Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.2     Delivery.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.3     Subsequent Sales.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3  Representations and Warranties of the Company  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

         3.1     Organization and Standing; Articles and By-Laws  . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.2     Corporate Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.3     Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.4     Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.5     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.6     Labor Agreements and Actions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.7     Agreements; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.8     Title to Properties and Assets; Liens, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
         3.9     Compliance with Other Instruments, None Burdensome, etc  . . . . . . . . . . . . . . . . . . . . . . . 4
         3.10    Litigation, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.11    Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.12    Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.13    Governmental Consent, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.14    Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.15    Brokers or Finders; Other Offers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.16    Patents and Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.17    Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 4  Representations and Warranties of the Purchasers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

         4.1     Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.2     Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.3     Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.4     No Public Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.5     Access to Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.6     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.7     Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.8     Tax Liability  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         4.9     Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

TABLE OF CONTENTS
(CONTINUED)

                                                                                                                       PAGE
                                                                                                                       ----
SECTION 5  Conditions to Closing of Purchasers  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.1     Representations and Warranties Correct . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.2     Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.3     Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.4     Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.5     Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   8
         5.6     Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         5.7     Registration Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

SECTION 6  Conditions to Closing of Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

         6.1     Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         6.2     Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         6.3     Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         6.4     Legal Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9

SECTION 7  Affirmative Covenants of the Company and the Purchasers  . . . . . . . . . . . . . . . . . . . . . . . . .   9

         7.1     Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
         7.2     Assignment of Rights to Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         7.3     Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         7.4     Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 8  Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 9  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         9.1     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.2     Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.3     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.4     Entire Agreement; Amendment  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.5     Notices, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.6     Delays or Omissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.7     California Corporate Securities Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.8     Georgia Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.9     Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.10    Finder's Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.11    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         9.12    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         9.13    Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13

TABLE OF CONTENTS
(CONTINUED)

EXHIBITS

                                                          PAGE
                                                          ----
A       Schedule of Purchasers
B       Amended and Restated Certificate of Incorporation
C       Exceptions to Representations and Warranties
D       Proprietary Information Agreement
E       Registration Rights Agreement
F       Legal Opinion

SPECTRX, INC.

SERIES B PREFERRED STOCK PURCHASE AGREEMENT

This Agreement is made as of August 30, 1996 among SpectRx, Inc., a Delaware corporation located at 6025A Unity Drive, Norcross, Georgia 30071 (the "Company"), and the persons and entities listed on the Schedule of Purchasers attached hereto as Exhibit A (the "Purchasers").

SECTION 1

AUTHORIZATION AND SALE OF PREFERRED STOCK

1.1 AUTHORIZATION. The Company will authorize the sale and issuance of up to 937,500 shares of its Series B Preferred Stock (the "Series B Shares"), having the rights, privileges and preferences as set forth in the Amended and Restated Certificate of Incorporation (the "Articles") in the form attached to this Agreement as Exhibit B.

1.2 SALES OF PREFERRED. Subject to the terms and conditions hereof, the Company will severally issue and sell to each of such Purchasers and the Purchasers will severally buy from the Company the total number of Series B Shares set forth in column 2 of the Schedule of Purchasers at the Closing (as defined below) for the purchase price set forth in column 3 of the Schedule of Purchasers. The Company's agreements with each of the Purchasers are separate agreements, and the sales to each of the Purchasers are separate sales.

SECTION 2

CLOSING DATES; DELIVERY

2.1 CLOSING DATE. The closing of the purchase and sale of the Series B Shares hereunder (the "Closing") shall be held at the offices of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304 at 9:00 a.m., local time, on August 30, 1996 or at such other time and place upon which the Company and the Purchasers shall agree.

2.2 DELIVERY. At the Closing, the Company will deliver to each Purchaser a certificate, registered in such Purchaser's name, representing the number of Series B Shares to be purchased by such Purchaser at such Closing as specified in the Schedule of Purchasers, against payment of the purchase price therefor by cancellation of indebtedness, by check payable to the Company, or by wire transfer per the Company's wiring instructions.

2.3 SUBSEQUENT SALES. At any time on or before the 90th day following the Closing, the Company may sell up to the balance of the authorized Series B Shares not sold at the Closing. All such sales shall be made on the terms and conditions set forth in this Agreement and the purchasers thereof shall be "Purchasers" under this Agreement. Should any such sales be made, the Company shall prepare and distribute to the Purchasers a revised Exhibit A to this Agreement reflecting such sales.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on Exhibit C attached hereto, the Company represents and warrants to the Purchasers as follows:

3.1 ORGANIZATION AND STANDING; ARTICLES AND BY-LAWS. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia, and the failure to be so qualified will not have a material adverse affect on the Company's business as now conducted or as now proposed to be conducted.

3.2 CORPORATE POWER. The Company will have at the Closing all requisite legal and corporate power and authority to execute and deliver this Agreement and the agreements set forth as Exhibits hereto (collectively, the "Agreements"), to sell and issue the Series B Shares hereunder, to issue the Common Stock issuable upon conversion of the Series B Shares and the Series B1 Preferred Stock and to carry out and perform its obligations under the terms of the Agreements.

3.3 SUBSIDIARIES. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.

3.4 CAPITALIZATION. The authorized capital stock of the Company consists or will, upon the filing of the Articles, consist of 15,000,000 shares of Common Stock, 3,560,000 shares of Series A Preferred Stock, 3,560,000 shares of Series A1 Preferred Stock, 1,375,000 shares of Series B Preferred Stock and 1,375,000 shares of Series B1 Preferred Stock (the Series B and Series B1 Preferred Stock shall be referred to as the "Preferred Stock"). Immediately prior to the Closing 2,083,500 shares of Common Stock and 3,103,784 shares of Series A Preferred Stock will be outstanding and no other shares of capital stock will be outstanding. There are also outstanding immediately prior to the Closing warrants to purchase an aggregate of 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock. All of the outstanding shares of Common Stock and Series A Preferred Stock are duly authorized, validly issued, fully paid and nonassessable,

and were issued in compliance with applicable federal and state securities laws. The Series B Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The Company has reserved 4,935,000 shares of Common Stock for issuance upon conversion of the Preferred Stock, and 1,150,000 shares of its Common Stock for issuance pursuant to its 1995 Incentive Stock Plan. The Company has also reserved 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock for issuance upon the exercise of warrants to purchase shares of Common Stock and Series A Preferred Stock outstanding as of the Closing. Except for those set forth in the Agreements, there are no options, warrants or other rights (including conversion or preemptive rights) or agreements outstanding to purchase any of the Company's authorized and unissued capital stock.

3.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Series B Shares (and the Common Stock issuable upon conversion of the Preferred Stock) and the performance of all of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement (as defined below) hereof may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Series B Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred Stock and such Common Stock will be free of any liens or encumbrances, assuming the Purchasers take the Series B Shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred Stock (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.

3.6 LABOR AGREEMENTS AND ACTIONS. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company, nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and, to the best of the Company's knowledge, each employee of the Company is terminable at the will of the Company.

3.7 AGREEMENTS; ACTION.

(a) Except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof nor are there agreements or understandings between any person and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.

(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $5,000 or, in the case of indebtedness and/or liabilities individually less than $5,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

3.8 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) the lien of current taxes not yet due and payable, and (ii) possible minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company, and which have not arisen otherwise than in the ordinary course of business.

3.9 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation or default of any term of its Articles or Bylaws, or in any material respect of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree, and to the best of its knowledge is not in violation of any statute, rule or regulation applicable to the Company where such violation would materially and adversely affect the Company. The execution, delivery and performance of and compliance with the Agreements, and the issuance of the Series B Shares and the Common Stock issuable upon conversion of the Preferred

Stock, have not resulted and will not result in any material violation of, or conflict with, or constitute with or without the passage of time and the giving of notice a material violation or default under, the Company's Articles or Bylaws or any of its agreements nor result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company; and there is no such violation or default which materially and adversely affects the business of the Company or any of its properties or assets.

3.10 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to the best of the Company's knowledge, is there any reasonable basis therefor or threat thereof). The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreement with their former employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.11 EMPLOYEES. To the best of the Company's knowledge, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company or any other party because of the nature of the business conducted or to be conducted by the Company. Each employee of the Company with access to confidential or proprietary information has executed a Proprietary Information Agreement, the form of which is attached hereto as Exhibit D.

3.12 REGISTRATION RIGHTS. Except as set forth in the Amended and Restated Registration Rights Agreement attached hereto as Exhibit E (the "Registration Rights Agreement"), the Company is not under any contractual obligation to register (as defined in Section 1 of the Registration Rights Agreement) any of its presently outstanding securities or any of its securities which may hereafter be issued.

3.13 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Series B Shares (and the Common Stock issuable upon conversion of the Preferred Stock), or the consummation of any other transaction contemplated hereby, except (a) filing of the Articles in the office of the Delaware Secretary of State, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Series B Shares (and the Common Stock issuable upon conversion of the Preferred Stock) under applicable state securities laws, which filings and qualifications, if required, will be accomplished in a timely manner.

3.14 OFFERING. Subject to the accuracy of the Purchasers' representations in Section 4 hereof, the offer, sale and issuance of the Series B Shares to be issued in conformity with the terms of

this Agreement, and the issuance of the Common Stock to be issued upon conversion of the Preferred Stock, constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and in compliance with applicable state securities laws.

3.15 BROKERS OR FINDERS; OTHER OFFERS. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

3.16 PATENTS AND TRADEMARKS. There are no outstanding options, licenses, or agreements of any kind relating to the intellectual property of the Company. The Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

3.17 DISCLOSURE. This Agreement, together with the Exhibits attached hereto and all other certificates delivered in connection herewith, when taken as a whole, does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. The Company has fully provided each Purchaser with all the information such Purchaser has requested for deciding whether to purchase the Series B Shares and all information which the Company believes is reasonably necessary to enable such Purchaser to make such decision.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser hereby severally represents and warrants to the Company with respect to the purchase of the Series B Shares as follows:

4.1 EXPERIENCE. It has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.

4.2 INVESTMENT. It is acquiring the Series B Shares and the Common Stock underlying the Preferred Stock for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Series B Shares to be purchased and the Common Stock underlying the Preferred Stock have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein.

4.3 RULE 144. It acknowledges that the Preferred Stock and the underlying Common Stock must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations.

4.4 NO PUBLIC MARKET. It understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company's securities.

4.5 ACCESS TO DATA. It has had an opportunity to discuss the Company's business, management and financial affairs with its management. It has also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. It understands that such discussions, as well as any written information issued by the Company, were intended to describe certain aspects of the Company's business and prospects but were not a thorough or exhaustive description.

4.6 AUTHORIZATION. This Agreement when executed and delivered by such Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

4.7 BROKERS OR FINDERS. The Company has not, and will not, incur, directly or indirectly, as a result of any action taken by such Purchaser, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

4.8 TAX LIABILITY. It has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement (including any tax consequences resulting from the recently enacted tax legislation). It relies solely on such advisors and not on any statements or representations of the Company or any of its agents. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

4.9 LEGEND. It is understood that the certificates evidencing the Series B Shares will bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

SECTION 5

CONDITIONS TO CLOSING OF PURCHASERS

The Purchasers' obligations to purchase the Series B Shares at the Closing are, at the option of the Purchasers, subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

5.3 OPINION OF COMPANY'S COUNSEL. The Purchasers shall have received from Wilson, Sonsini, Goodrich & Rosati, counsel to the Company, an opinion addressed to them, dated the Closing Date, in substantially the form of Exhibit F.

5.4 COMPLIANCE CERTIFICATE. The Company shall have delivered to the Purchasers a certificate of the Company executed by the President of the Company, dated as of the Closing certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.

5.5 BLUE SKY. The Company shall have obtained all necessary state securities law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Series B Shares and the Common Stock issuable upon conversion of the Preferred Stock.

5.6 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

5.7 REGISTRATION RIGHTS AGREEMENT. The Company and the parties listed thereon shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit E.

SECTION 6

CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to sell and issue the Series B Shares at the Closing is, at the option of the Company, subject to the fulfillment as of the Closing of the following conditions:

6.1 REPRESENTATIONS. The representations made by the Purchasers in Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing.

6.2 BLUE SKY. The Company shall have obtained all necessary state securities law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Series B Shares and the Common Stock issuable upon conversion of the Preferred Stock.

6.3 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

6.4 LEGAL MATTERS. All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been reasonably approved by counsel to the Company.

SECTION 7

AFFIRMATIVE COVENANTS OF THE COMPANY AND THE PURCHASERS

The Company hereby covenants and agrees as follows:

7.1 FINANCIAL INFORMATION. As long as a Purchaser holds not less than 100,000 shares of Preferred Stock and/or Common Stock issued upon conversion of the Preferred Stock:

(a) As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and consolidated statements of changes in financial position of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year (or, at the election of the Company, setting forth in comparative form the budgeted figures for the fiscal year then reported), all in reasonable detail and audited by independent public accountants of national standing selected by the Company.

(b) As soon as practicable after the end of each calendar quarter, and in any event within 15 days thereafter, an unaudited quarterly report including a balance sheet, profit and loss statement cash flow analysis (prepared in accordance with generally accepted accounting principles other than for accompanying notes and subject to changes resulting from year-end audit adjustments).

7.2 ASSIGNMENT OF RIGHTS TO FINANCIAL INFORMATION. The rights granted pursuant to Section 7.1 may not be assigned or otherwise conveyed by any Purchaser or by any subsequent transferee of any such rights without the prior written consent of the Company; provided, however, that any Purchaser may assign to any transferee, other than a competitor of the Company, and after giving notice to the Company, the rights granted pursuant to Section 7.1 to (i) a transferee who acquires at least 100,000 shares of Preferred Stock and/or Common Stock issued upon conversion of the Preferred Stock (appropriately adjusted for Recapitalizations) or (ii) any constituent partner of a Purchaser.

7.3 INSPECTION. The Company shall permit each Purchaser, at such Purchaser's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Purchaser, provided, however, that the Company shall not be obligated pursuant to this Section 7.3 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

7.4 TERMINATION OF COVENANTS. The covenants set forth in Sections 7.1, 7.2 and 7.3 shall terminate and be of no further force or effect at such time as the Company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

SECTION 8

REGISTRATION RIGHTS

The Purchasers shall have the registration rights set forth in the Registration Rights Agreement attached hereto as Exhibit E.

SECTION 9

MISCELLANEOUS

9.1 GOVERNING LAW. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware.

9.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser and the closing of the transactions contemplated hereby.

9.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of a Purchaser to purchase the Preferred shall not be assignable without the consent of the Company.

9.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents delivered pursuant hereto at the Closing constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred Stock may, with the Company's prior written consent, waive, modify or amend on behalf of all Purchasers, any provision hereof.

9.5 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed (a) if to a Purchaser, at such Purchaser's address set forth in Exhibit A, or at such other address as such Purchaser shall have furnished to the Company in writing, or (b) if to any other holder of any Shares, at such address as such holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such Shares who has so furnished an address to the Company, or (c) if to the Company, one copy should be sent to its address set forth on the cover page of this Agreement and addressed to the attention of the Corporate Secretary, or at such other address as the Company shall have furnished to the Purchasers.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid.

9.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any holder of any Shares, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

9.7 CALIFORNIA CORPORATE SECURITIES LAW. THE SALE OF THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL UNLESS THE SALE OF SECURITIES IS EXEMPT FROM THE QUALIFICATION BY SECTION 25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.

9.8 GEORGIA LEGEND. The Purchasers acknowledge that each certificate shall bear the following legend: THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

9.9 EXPENSES.

(a) The Company and each Purchaser shall bear its own legal and other expenses with respect to this Agreement.

(b) If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement (including any exhibit or schedule hereto), the prevailing party shall be entitled to reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

9.10 FINDER'S FEES. With respect to any finder's fees arising out of the purchase of the Series B Shares pursuant to this Agreement:

(a) The Company hereby agrees to indemnify and to hold the Purchasers harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its employees or representatives are responsible.

(b) Each Purchaser hereby agrees to indemnify and to hold the Company harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its employees or representatives, are responsible.

9.11 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which may be executed by less than all of the Purchasers, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

9.12 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

9.13 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.

The foregoing agreement is hereby executed as of the date first above written.

"COMPANY"                               "PURCHASERS"

SPECTRX, INC.                           HILLMAN MEDICAL VENTURES 1995
a Delaware corporation                  L.P., a Delaware limited
partnership


By:                                     By: Hillman/Dover Limited
    ------------------------------        Partnership, general partner
Title:
       ---------------------------      By: Wilmington Securities, Inc.,
                                            its sole general partner


                                        By:
                                            ------------------------------
                                        Title:
                                               ---------------------------


                                        HILLMAN MEDICAL VENTURES 1996
                                          L.P., a Delaware limited partnership


                                        By: Hillman/Dover Limited
                                          Partnership, general partner

                                        By: Wilmington Securities, Inc.,
                                            its sole general partner

                                        By:
                                            ------------------------------
                                        Title:
                                               ---------------------------

NORO-MOSELEY PARTNERS II, L.P.,
a Georgia limited partnership

By: Moseley & Company, II,
general partner

Title: General Partner

The Gavin Herbert, Jr.
Successor Trust

Title: Trustee

Title: Trustee

POWERVISION, INC.

EXHIBIT A

SCHEDULE OF PURCHASERS

            (1)                                                      (2)                    (3)
                                                              NUMBER OF SHARES OF   AGGREGATE PURCHASE PRICE
         NAME AND ADDRESS                                     SERIES B PREFERRED     OF SERIES B PREFERRED
- ----------------------------------                          ------------------     ---------------------
Hillman Medical Ventures 1995 L.P.                                 67,603           $    270,412
824 Market Street, Suite 900
Wilmington, DE 19801
Attn:  Darlene Clarke

Hillman Medical Ventures 1996, L.P.                               562,930           $  2,251,720
824 Market Street, Suite 900
Wilmington, DE 19801
Attn:  Darlene Clarke

Noro-Moseley Partners II, L.P.                                    193,033           $    772,132
4200 Northside Parkway, Bldg. 9
Atlanta, GA 30327

Attn:  Jack Kelly
Rogers Badgett                                                     62,969           $    251,876
1822 North Main St
P. O. Drawer H
Madisonville, KY 42431

Richard Bowe, M.D                                                   6,484           $     25,936
The Bowe Eye Center
1818 South Union, Suite 2
Tacoma, WA 98405

Joseph Calabro                                                     26,193           $    104,772
2631 South 15th Street
Philadelphia, PA 19145

William Chambers                                                   27,969           $    111,876
811 Fleming Street
Mt. Pleasant, TX 75455

I. William Collins, O.D                                             6,484           $     25,936
266 Concord Drive
Pottstown, PA 19464

Steven Davis                                                        6,355           $     25,420
19 Ancient Oak Court
Marietta, GA 30076

            (1)                                                      (2)                    (3)
                                                              NUMBER OF SHARES OF   AGGREGATE PURCHASE PRICE
         NAME AND ADDRESS                                     SERIES B PREFERRED     OF SERIES B PREFERRED
- ----------------------------------                          ------------------     ---------------------
Emory J. Ethridge                                                  30,938           $    123,753
211 Mooney Road
Fort Walton Beach, FL 32547

Ilse Fong                                                          18,750           $     75,000
P.O. Box 550246
Atlanta, Georgia 30355

Jimmy Funderburke                                                  12,500           $     50,000
One Special Money Boulevard
Atlanta, GA 30340

R. Andrew Garrett                                                   1,250           $      5,000
950 East Paces Ferry Road
Suite 1475
Atlanta, GA 30326

Nelson Gold                                                           500           $      2,000
6250 Mountain Brook Lane
Atlanta, GA 30328

Keith D. Ignotz                                                    28,012           $    112,048
3151 Willow Green Court
Duluth, GA 30136

John Imhoff                                                        50,938           $    203,752
c/o Ms. Pam Watson
Cottage 441
Sea Island, GA 31561

Randolf Lindblad, M.D                                               6,484           $     25,936
2622 Meridian Street South
Puyallup, WA 98373

Frank Maloof                                                       42,969           $    171,876
2669 Mercedes Drive N.E
Atlanta, GA 30345

Steve Maloof                                                       37,969           $    151,876
2669 Mercedes Drive N.E
Atlanta, GA 30345

David Marco                                                         8,855           $     35,420
c/o Marco Technologies
11825 Central Parkway
Jacksonville, FL 32216

            (1)                                                      (2)                    (3)
                                                              NUMBER OF SHARES OF   AGGREGATE PURCHASE PRICE
         NAME AND ADDRESS                                     SERIES B PREFERRED     OF SERIES B PREFERRED
- ----------------------------------                          ------------------     ---------------------
 Mark Miehle                                                        1,296           $      5,184
 c/o Dicon
 10373 Roselle St., #4
 San Diego, CA 92121

 PPM, Inc.                                                          5,500           $     22,000
 c/o Peter Mondalek
 42111 Ridgehurst Drive
 Smyrna, GA 30080

 Michael Paul Moore                                                 3,000           $     12,000
 c/o J.C. Brandford & Company
 5 Concourse Parkway, Ste. 2750

 Doug Myers                                                         1,100           $      4,400
 8940 Nesbit Lake Drive
 Alpharetta, Georgia 30202

 Charles M. Phillips                                                4,093           $     16,372
 5866 Castle Lane
 Norcross, GA 30093

 Dr. Lawrence Phillips                                              2,924           $     11,696
 1799 Castleway Lane
 Atlanta, GA 30345

 PowerVision, Inc.                                                 12,969           $     51,876
 Genesis Building, 3rd. Floor
 Grand Cayman
 Cayman Islands
 British West Indies

 Dr. Dale Rorabaugh                                                 6,484           $     25,936
 6580 Paseo Del Ias
 Rancho Santa Fe, CA 92067

 William Zachary                                                   35,500           $    142,000
 1000 Commerce Drive
 Decatur, GA 30030


                                                                =========           ============
          Total                                                 1,272,051           $  5,088,205

EXHIBIT B

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, EDWARD J. FREEL, SECRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "SPECTRX, INC." FILED IN THIS OFFICE ON THE THIRTIETH DAY OF AUGUST, A.D. 1996, AT 9 O'CLOCK A.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE

COUNTY RECORDER OF DEEDS FOR RECORDING.

* * * * * * * * * *

[SEAL OF THE SECRETARY OF STATE]

AUTHENTICATION: 8087989
DATE: 08-30-96

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

SpectRx, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:

1. The name of the Corporation is SpectRx, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 27, 1992.

2. This Certificate restates and amends the provisions of the Corporation's Restated Certificate of Incorporation to read as set forth in Exhibit A attached to this Certificate.

3. This restatement and amendment of the Corporation's Certificate of Incorporation has been duly adopted by the Corporation's Board of Directors in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and by the holders of each class of outstanding stock entitled to vote thereon as a class by written consent given in accordance with Section 228 of the General Corporation Law of the State of Delaware. Written notice pursuant to Section 228 has been given to those stockholders of the Corporation who have not consented in writing to this action.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Restatement of Certificate of Incorporation to be signed by Mark A. Samuels, its President, and attested by Robert D. Brownell, its Assistant Secretary, this 28 day of August, 1996.

SPECTRX, INC.

                                      By:  /s/ Mark A. Samuels
                                         --------------------------------
                                         Mark A. Samuels, President

ATTEST:

/s/ Robert D. Brownell
- ------------------------------
Robert D. Brownell,
Assistant Secretary

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

I

The name of this corporation is SpectRx, Inc. (the "Corporation").

II

The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company.

III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV

The Corporation is authorized to issue two classes of capital stock:
Preferred Stock, $0.001 par value per share, and Common Stock, $0.001 par value per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is 9,870,000 of which 3,560,000 shares shall be designated Series A Preferred Stock ("Series A Preferred Stock"), 3,560,000 shares shall be designated Series A1 Preferred Stock ("Series A1 Preferred Stock"), 1,375,000 shares shall be designated Series B Preferred Stock ("Series B Preferred Stock"), and 1,375,000 shares shall be designated Series B1 Preferred Stock ("Series B1 Preferred Stock"). The total number of shares of Common Stock which the Corporation shall have the authority to issue is 15,000,000. The Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock and Series B1 Preferred Stock are herein collectively referred to as the "Preferred Stock."

V

The rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock and the Preferred Stock are as follows:

1. Dividends. The holders of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock and Series B1 Preferred Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out of assets of the Corporation legally available

therefor at the rate of $0.10, $0.10, $0.40 and $0.40 per share, per annum, respectively. Dividends on the Preferred Stock shall be payable in preference and prior to any payment of any dividend on the Common Stock of the Corporation. Thereafter, the holders of Common Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out of assets of the Corporation legally available therefor. Notwithstanding anything set forth in this paragraph 1, no dividends shall be payable on any shares of Common Stock issued with respect to shares of Series A1 Preferred Stock and Series B1 Preferred Stock issued pursuant to paragraph 4(e)(ii)(A) and 4(e)(ii)(B). The right to dividends on shares of Common Stock and Preferred Stock shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior period.

2. Liquidation Preference.

(a) Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock of the Corporation by reason of their ownership thereof, an amount equal to $1.00, $1.00, $4.00 and $4.00 per share for each outstanding share of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock and Series B1 Preferred Stock, respectively, plus any declared but unpaid dividends on such share. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are insufficient to provide for the cash payment described above to the holders of Preferred Stock, such assets as are available shall be paid to the holders of Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.

After the payment or setting apart of payment to the holders of Preferred Stock of the preferential amounts so payable to them, the holders of Common Stock shall be entitled to receive any remaining assets of the Corporation on a pro rata basis, based upon the number of shares held.

(b) Reorganization or Merger. A reorganization or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation within the meaning of this paragraph 2; provided that the holders of Preferred Stock and Common Stock shall be paid in cash or in securities received or in a combination thereof (which combination shall be in the same proportions as the consideration received in the transaction). Any securities to be delivered to the holders of the Preferred Stock and Common Stock upon a merger, reorganization or sale of substantially all of the assets of the Corporation shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the closing;

(ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) business days prior to the closing; and

(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of not less than a majority of the outstanding shares of Preferred Stock, provided that if the Corporation and the holders of a majority of the outstanding shares of Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but acceptable to the holders of a majority of the outstanding shares of Preferred Stock.

(c) Noncash Distributions. If any of the assets of the Corporation are to be distributed other than in cash under this paragraph 2 or for any purpose, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

3. Voting Rights.

(a) The holder of each share of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which each share of Preferred Stock could be converted on the record date for the vote or written consent of stockholders and, except as otherwise required by law, shall have voting rights and powers equal to the voting rights and powers of the Common Stock. The holder of each share of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the bylaws of the Corporation and shall vote with holders of the Common Stock upon all matters submitted to a vote of stockholders, except those matters required to be submitted to a class or series vote pursuant to paragraph 5 herein or by law. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).

(b) Notwithstanding the foregoing, as long as more than 800,000 shares of Preferred Stock are outstanding, the holders of Preferred Stock, voting as a class, shall have the right to elect two members of the Corporation's board of directors. The holders of Common Stock, voting as a single class, shall have the right to elect all other members of the Corporation's board of directors. Notwithstanding any Bylaw provisions to the contrary, the stockholders entitled to elect a particular director shall be entitled to remove such director or to fill a vacancy in the seat formerly held by such a director, all in accordance with the applicable provisions provided in the General Corporation Law of the State of Delaware.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

(a) Right to Convert. Each share of Preferred Stock shall be convertible without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock. Each share of each series of Preferred Stock shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. Upon the filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, the initial Conversion Price per share of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock and Series B1 Preferred Stock shall be $1.00, $1.00, $4.00 and $4.00, respectively. The per share Conversion Value of the Series A Preferred Stock, the Series A1 Preferred Stock, the Series B Preferred Stock and the Series B1 Preferred Stock shall be $1.00, $1.00, $4.00 and $4.00, respectively. The initial Conversion Price of the Series A Preferred Stock, the Series A1 Preferred Stock, the Series B Preferred Stock and the Series B1 Preferred Stock shall be subject to adjustments from time to time as provided below. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the "Conversion Rate" of such series.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Conversion Rate immediately upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of which the aggregate gross proceeds attributable to sales for the account of the Corporation exceed $10,000,000 at a per share issuance price of at least $5.00 per share.

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate(s) therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock and shall give written notice to the Corporation at such office that the holder elects to convert the same (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to paragraph 4(b) hereof). The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock certificate(s) for the number of shares of Common Stock to which the holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted (except that in the case of an automatic conversion pursuant to paragraph 4(b) hereof such conversion shall be deemed to have been made immediately prior to the closing of the offering referred to in paragraph 4(b)) and the person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock on such date.

(d) Fractional Shares. In lieu of any fractional shares to which the holder of Preferred Stock would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock as determined by the board of directors of the Corporation. Whether or not fractional shares of Common Stock are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock of each holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(e) Adjustment of Conversion Price.

(i) Special Definitions. For purposes of this paragraph 4(e), the following definitions shall apply:

(A) "Excluded Stock" shall mean:

(1) all shares of Common Stock issued and outstanding on the date this document is filed with the Delaware Secretary of State and all shares of Common Stock issued or issuable upon conversion of Preferred Stock; and

(2) all shares of Common Stock or other securities issued or issuable to officers, directors, consultants or employees of the Corporation or lessors, lenders or licensors to the Corporation which are approved by of the board of directors of the Corporation. All outstanding shares of Excluded Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) shall be deemed to be outstanding for all purposes of the computations of subparagraph 4(e)(iii) below.

(B) "Financing" means any issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a transaction with gross proceeds to the Corporation equal to or greater than $100,000 where the holders of Preferred Stock are offered an opportunity to purchase their Preferred Stock Pro Rata Share of the additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) issued in such transaction.

(C) "Preferred Stock Pro Rata Share" shall mean the amount determined by multiplying the total number of shares of Common Stock (including securities exercisable for or convertible into Common Stock) offered for sale by the Corporation in a Financing to all parties by a fraction, (x) the numerator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) held by such stockholder and (y) the denominator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) then outstanding plus any shares reserved for issuance pursuant to plans approved by the board of directors of the Corporation.

(D) "Series A Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series A Preferred Stock in effect on the date of and immediately prior to such issue.

(E) "Series B Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series B Preferred Stock in effect on the date of and immediately prior to such issue.

(F) "Participating Investor" shall mean any holder of Preferred Stock that purchases at least its Preferred Stock Pro Rata Share of either a Series A Dilutive Issuance or Series B Dilutive Issuance.

(G) "Non-Participating Investor" shall mean any holder of Preferred Stock that is not a Participating Investor.

(ii) Shadow Preferred.

(A) Series A Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series A Dilutive Issuance, each share of Series A Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series A Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series A1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series A Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series A Preferred Stock. Upon the conversion of Series A Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series A Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series A1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series A Dilutive Issuance.

(B) Series B Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series B Dilutive Issuance, each share of Series B Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series B Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series B1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series B Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series B Preferred

Stock. Upon the conversion of Series B Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series B Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series B1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series B Dilutive Issuance.

(iii) Adjustment of Conversion Price for Issuance of Common Stock. No adjustment in the Conversion Price of Series A1 Preferred Stock or Series B1 Preferred Stock shall be made in respect of the issuance of additional shares of Common Stock or securities exercisable for or convertible into Common Stock (other than in the event of stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi) hereof).

The Conversion Price of each series of Preferred Stock shall be subject to adjustment from time to time as follows:

If the Corporation shall issue any Common Stock other than Excluded Stock for a consideration per share less than the Conversion Price in effect immediately prior to the issuance of such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi)), the Conversion Price in effect immediately after each such issuance shall forthwith (except as provided in this paragraph 4(e)) be adjusted to a price equal to the quotient obtained by dividing:

(1) an amount equal to the sum of

(x) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock, or deemed to have been issued pursuant to subdivision (C) of this clause (iii)) immediately prior to such issuance multiplied by the Conversion Price in effect immediately prior to such issuance, plus

(y) the consideration received by the Corporation upon such issuance, by

(2) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock or deemed to have been issued pursuant to subdivision (C) of this clause (iii)) immediately after the issuance of such Common Stock.

For the purposes of this clause (iii), the following provisions shall be applicable:

(A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any

discounts or commissions paid or incurred by the Corporation in connection with the issuance and sale thereof.

(B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the board of directors of the Corporation, in accordance with generally accepted accounting treatment; provided, however, that if, at the time of such determination, the Corporation's Common Stock is traded in the over-the-counter market or on a national or regional securities exchange, such fair market value as determined by the board of directors of the Corporation shall not exceed the aggregate "Current Market Price" (as defined below) of the shares of Common Stock being issued.

(C) In the case of the issuance of
(i) options to purchase or rights to subscribe for Common Stock (other than Excluded Stock), (ii) securities by their terms convertible into or exchangeable for Common Stock (other than Excluded Stock), or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities (other than Excluded Stock):

(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions (1) and (2) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;

(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above);

(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities, other than a change resulting from the antidilution provisions of such options, rights or securities, the Conversion Price shall forthwith be readjusted to such

Conversion Price as would have obtained had the adjustment made upon (x) the issuance of such options, rights or securities not exercised, converted or exchanged prior to such change, as the case may be, been made upon the basis of such change or (y) the options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and

(4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be.

(iv) If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Conversion Price of a series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of any shares of such series of Preferred Stock shall be increased in proportion to such increase of outstanding shares of Common Stock.

(v) If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Conversion Price of a series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of a series of Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

(vi) In case, at any time after the date hereof, of any capital reorganization (other than a reorganization covered by paragraph 2(b) above), or any reclassification of the stock of the Corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares of stock), the shares of a series of Preferred Stock shall, after such capital reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have been entitled if immediately prior to such capital reorganization or reclassification he had converted his shares of such series of Preferred Stock into Common Stock. The provisions of this clause (vi) shall similarly apply to successive reorganizations, reclassifications, consolidations, mergers, sales or other dispositions.

(vii) All calculations under this paragraph 4 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share of stock, as the case may be.

(viii) For the purpose of any computation pursuant to this paragraph 4(e), the "Current Market Price" at any date of one share of Common Stock, shall be deemed to be the average of the highest reported bid and the lowest reported offer prices on the preceding business day as furnished by the National Quotation Bureau, Incorporated (or equivalent recognized source of quotations) or the closing sale price, if reported; provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (viii) are available for the period required hereunder, Current Market Price shall be determined in good faith by the board of directors of the Corporation, but if challenged by the holders of more than 50% of the outstanding shares of Preferred Stock, then as determined by an independent appraiser selected by the board of directors of the Corporation, the cost of such appraisal to be borne by the challenging parties.

(f) Minimal Adjustments. No adjustment in the Conversion Price need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price.

(g) No Impairment. The Corporation will not through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this paragraph 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this paragraph 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate of such series of Preferred Stock at the time in effect, and (iii) the number of shares of Common Stock and the amount, if any, of other property which at the time would be received upon the conversion of such holder's shares of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or

property or to receive any right, the Corporation shall mail to each holder of Preferred Stock at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares of stock as shall be sufficient for such purpose.

(k) Notices. Any notice required by the provisions of this paragraph 4 to be given to the holder of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder's address appearing on the books of the Corporation.

(l) Reissuance of Converted Shares. No shares of Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares of Preferred Stock so converted shall upon such conversion cease to be a part of the authorized shares of stock of the Corporation.

5. Protective Provisions.

(a) Preferred Stock. In addition to any other class vote that may be required by law, so long as any of the Preferred Stock shall be outstanding the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Preferred Stock, voting together as a class:

(i) Change of Rights. Materially and adversely alter or change the rights, preferences or privileges of the Preferred Stock;

(ii) Create a New Class. Create, or obligate itself to create, any new class or series of shares of stock having preferences over or being on a parity with any outstanding shares of Preferred Stock as to dividends, assets, liquidation preferences, conversion rights or voting rights or being otherwise superior to or on a parity with any such preference or priority of any outstanding shares of Preferred Stock, or authorize or issue shares of stock of any class or series (or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of this Corporation) having any such preference or priority or being otherwise superior to or being on a parity with any such preference or priority; or

(iii) merge or consolidate with any other Corporation or sell, lease, or convey substantially all of the assets of the corporation or otherwise effect a recapitalization or reorganization of the Corporation.

VI

1. Limitation of Directors' Liability. The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under the laws of the State of Delaware.

2. Indemnification of Corporate Agents. This Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under the laws of the State of Delaware.

3. Repeal or Modification. Any repeal or modification of the foregoing provisions of this Section VI shall not adversely affect any right of indemnification or limitation of liability of an agent of this Corporation relating to acts or omissions occurring prior to such repeal or modification.

VII

The Corporation is to have perpetual existence.

VIII

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation.

IX

The number of directors which will constitute the whole Board of Directors of the Corporation shall be as specified in the bylaws of the Corporation.

X

The election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

XI

Meeting of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.

XII

Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the bylaws of the Corporation.

XIII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT C

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

EXHIBIT C

SCHEDULE OF EXCEPTIONS

This Schedule of Exceptions, dated as of August 30, 1996, is made and given pursuant to Section 3 of the SpectRx, Inc. Series B Preferred Stock Purchase Agreement dated August 30, 1996 (the "Agreement"). The Section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under this Agreement where such disclosure would be appropriate. Any terms defined in the Agreement shall have the same meaning when used in this Schedule of Exceptions as when used in the Agreement unless the context otherwise requires.

3.3 Subsidiaries. The Company is currently in the process of forming a subsidiary (the "Subsidiary") for the purpose of commercializing certain technology of the Company. The Company intends to own approximately 65% of the Subsidiary, and the remaining stock of the Subsidiary will be owned by the Subsidiary's management.

3.4 Capitalization. One of the warrants outstanding as of the Closing, for the purchase of up to 824,000 shares of Common Stock, is not currently exercisable and will only become exercisable upon the occurrence of certain events as specified in the warrant.

3.7 Agreements; Action.

- The Company has entered into an agreement with one of its officers, Jonathon Eppstein, Vice President of Research and Development (the "Officer"), and two corporations controlled by the Officer, pursuant to which the Company received a license to certain technology owned by the Officer's corporations. In return, the Company paid a license fee, agreed to pay a royalty and issued a warrant to the corporations which, upon the occurrence of certain events, will become exercisable.

- Mark Samuels and Keith Ignotz, the Company's chief executive officer and chioef operating officer, respectively, purchased shares of Common Stock of the Company and paid for such shares by delivering a promissory note to the Company. The aggregate amount owed under the notes was approximately $48,525 as of the Closing.

- The Company has entered into a development and licensing agreement with Boehringer Mannheim Corporation.

- The Company has entered into a development and licensing agreement with Healthdyne Technologies.

- The Company has entered into a development and licensing agreement with Teijin Limited.

- The Company has entered into a licensing agreement with Joseph R. Lakowicz.

- The Company has entered into a licensing agreement with M.D.
Andersen Cancer Center, University of Texas.

- The Company has entered into a licensing agreement with Georgia Institute of Technology.

3.10 Litigation, etc. The Company has received a demand notice for payment of a $20,000 license fee due under an expired license from Martin Marietta Energy Systems. The Company is presently in the process of negotiating a resolution of this dispute.

3.16 Patents and Trademarks

The Company purchased all of the technology and other intellectual property, relating to non-invasive means of diagnosing disease through the use of fluorescence spectroscopy, of Laser Atlanta Optics, Inc.

EXHIBIT D

PROPRIETARY INFORMATION AGREEMENT

SPECTRX, INC.

EMPLOYEE PROPRIETARY INFORMATION AGREEMENT

As a condition of my employment with Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together the "COMPANY"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

1. At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will" employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

2. Confidential Information.

(a) Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company. I understand that "CONFIDENTIAL INFORMATION" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

(b) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party.

3. Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to me, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder (collectively referred to as "Prior Inventions"); or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into any invention, improvement, development, product, copyrightable material or trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets,

whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as "INVENTIONS"), except as provided in Section 3(f) below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act.

(c) Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(d) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(e) Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

(f) Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies under the provisions of Exhibit B attached hereto. I will advise the Company promptly in writing of any inventions that I believe meet the criteria of Exhibit B.

4. Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

5. Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the "TERMINATION CERTIFICATION" attached hereto as Exhibit C.

6. Notification to New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

7. Solicitation of Employees. I agree that for a period of twelve
(12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit,

induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

8. Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

9. Arbitration and Equitable Relief.

(a) Arbitration. Except as provided in Section 9(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Norcross, Georgia in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction. The Company and I shall each pay one-half of the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses.

(b) Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in Sections 2, 3, and 5 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.

10. General Provisions

(a) Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Georgia. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Georgia for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Company. Subject to the foregoing sentence, this Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

Date:__________________

                                                                                                   Identifying
                                                                                                    Number of
          Title                                       Date                                      Brief Description
- --------------------------                 -----------------------                              -----------------





__    No inventions or improvements

__    Additional Sheets Attached


Signature of Employee:  ___________________________
                                                    (Name)

Date: _______________________

EXHIBIT B

EXCEPTION TO ASSIGNMENTS

The assignment provisions shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(2) Result from any work performed by the employee for the employer.

EXHIBIT C

SPECTRX, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together, the "COMPANY").

I further certify that I have complied with all the terms of the Company's Employee Proprietary Information Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Employee Proprietary Information Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months from this date, I will not hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company's employees to leave their employment.

Date:__________________

EXHIBIT E

REGISTRATION RIGHTS AGREEMENT

EXHIBIT E

SPECTRX, INC.

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amended and Restated Registration Rights Agreement (the "Agreement") amends and restates each of the Prior Registration Rights Agreements (as defined in Section 1 hereof) and is effective as of August 30, 1996 by and among SpectRx, Inc., a Delaware corporation (the "Company"), the holders of Registrable Securities (as such term is defined in the Prior Registration Rights Agreements) and the purchasers of the Company's Series B Preferred Stock.

NOW THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and in the agreements pursuant to which the holders of Registrable Securities acquired their Registrable Securities in the Company, the parties hereby agree as follows:

1. Amendment of Prior Registration Rights Agreements. This Agreement amends and restates each of the Prior Registration Rights Agreements in their entirety. Such amendment and restatement is effective upon the execution of this Agreement by the holders of at least a majority of the Registrable Securities (as such term is defined in the Prior Registration Rights Agreements) outstanding as of the date of this Agreement. For purposes of this Agreement, the term "Prior Registration Rights Agreements" shall mean, collectively, (i) that certain Amended and Restated Registration Rights Agreement dated April 6, 1994, (ii) that certain Amended and Restated Registration Rights Agreement dated April 14, 1994, and (iii) that certain Amended and Restated Registration Rights Agreement dated June 15, 1994.

2. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

"Act" shall mean the Securities Act of 1933, as amended.

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

"Holder" shall mean any person owning or having the right to acquire Registrable Securities and any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with paragraph 11 hereof.

"Initiating Holders" shall mean any Holders who in the aggregate possess more than 50% of the Registrable Securities.

"Register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

"Registrable Securities" shall mean (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock, (ii) the Common Stock issuable or issued upon conversion of the Series A1 Preferred Stock, (iii) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated April 6, 1994, (iv) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated April 29, 1994, (v) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated June 15, 1994, (vi) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock, (vii) the Common Stock issuable or issued upon conversion of the Series B1 Preferred Stock, and (viii) any Common Stock or other securities issued or issuable with respect to such Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock or Common Stock upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to such Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock or Common Stock; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (i) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (ii) sold by a person in a transaction in which their rights under this Agreement are not assigned.

"Registration Expenses" shall mean all expenses, except Selling Expenses as otherwise stated below, incurred by the Company in complying with paragraphs 3, 4 and 5 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

"Selling Expenses" shall mean all underwriting discounts, selling commissions, stock transfer taxes applicable to the securities registered by the Holders, and any fees and expenses of special counsel of a selling stockholder.

3. Requested Registration.

(a) Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to at least 80% of the shares of Registrable Securities held by them (or any lesser number of shares of Registrable Securities having an expected aggregate offering price, net of underwriting discounts and commissions, greater than $7,500,000), the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company.

Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this paragraph 3:

(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;

(2) Prior to the earlier of (i) September 1, 1998 or (ii) six months after the effective date of the Company's first registered public offering of its stock;

(3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(4) After the Company has effected two such registrations pursuant to this paragraph 3(a), and such registrations have been declared or ordered effective; or

(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this paragraph 3 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders, provided, however, that the Company may not make such certification more than once every calendar year.

Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, after receipt of the request or requests of the Initiating Holders and in any event within one hundred eighty (180) days after receipt of such request.

(b) Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

4. Company Registration.

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than
(i) in connection with the Company's initial public offering, (ii) a registration relating solely to employee benefit plans, or (iii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 20 days after receipt of such written notice from the Company, by any Holder.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 4(a)(i). In such event the right of any Holder to registration pursuant to this paragraph 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company.

Notwithstanding any other provision of this paragraph 4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities or other securities to be included in such registration or exclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares.

If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this paragraph 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

5. Registration on Form S-3.

(a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use

Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The substantive provisions of paragraph 4(b) shall be applicable to each registration under this paragraph 5.

(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this paragraph 5: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six
(6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for registration statements to be filed at such time, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder provided that the Company may not make such certification more than once every calendar year.

6. Expenses of Registration. All Registration Expenses (exclusive of underwriting discounts and commissions or fees of special counsel for a selling Holder) incurred in connection with (i) two registrations pursuant to paragraph 3 and (ii) all registrations pursuant to paragraphs 4 and 5 shall be borne by the Company.

7. Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred and twenty (120) days or until the distribution described in the Registration Statement has been completed;

(b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent accountants of the Company, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

8. Indemnification.

(a) The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Act, with respect to which registration, qualification or compliance has been effected pursuant to this

Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use therein.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder.

(c) Each party entitled to indemnification under this paragraph 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may

be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, provided, however, that the Indemnifying Party shall bear the expense of independent counsel for the Indemnified Party if the Indemnified Party reasonably determines that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

9. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

10. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Act or the Securities Exchange Act of 1934, as amended.

(b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Act and the Securities Exchange Act of 1934, as amended (at any time after it has become subject to such reporting requirements);

(c) So long as a Holder owns any Registrable Securities to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Securities Exchange Act of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any

rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

11. Transfer of Registration Rights. The rights to cause the Company to register securities granted Holders under paragraphs 3, 4 and 5 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Holder provided that: (i) such transfer may otherwise be effected in accordance with applicable securities laws, and (ii) such assignee or transferee acquires at least 400,000 shares of Registrable Securities. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned, in connection with a distribution by such Holder, to any parent or subsidiary company or to any partner, former partner, or the estate of any such partner without compliance with item (ii) above, provided written notice thereof is promptly given to the Company.

12. Standoff Agreement. Each Holder agrees, in connection with the Company's initial public offering of the Company's securities that, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Stock of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the underwriters, provided that the officers and directors of the Company enter into similar agreements.

13. Termination of Registration Rights. All rights of the Holders under this Agreement shall terminate four (4) years from the date of the Company's initial public offering.

14. Amendment of Registration Rights. Any provision of the Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

15. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under paragraph 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subparagraph 3(a)(ii)(2) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to paragraph 3.

16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

17. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within Delaware.

18. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

19. Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (a) if to a Holder, at such Holder's address set forth at the end of this Agreement, or at such other address as such Holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such shares who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Holders and each such other holder in writing.

20. Severability. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Holder whether arising by reason of the law of the respective Holder's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Holders. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

21. Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

23. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holders, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Holder of any breach or default under this

Agreement, or any waiver by a Holder of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a Holder, shall be cumulative and not alternative.

24. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

COMPANY:                             SPECTRX, INC.


                                     By:
                                         ---------------------------------------
                                     Title:
                                            ------------------------------------


INVESTORS:                             HILLMAN MEDICAL VENTURES 1993 L.P.,
                                                  a Delaware limited partnership

                                      By:  Hillman/Dover Limited
                                           Partnership, general partner

                                      By:  Wilmington Securities, Inc., its
                                           sole general partner


                                      By:
                                          --------------------------------------
                                      Title:
                                             -----------------------------------


                                      NORO-MOSELEY PARTNERS II, L.P., a
                                       Georgia limited partnership

                                      By:  Moseley & Company, II,
                                           general partner


                                      By:
                                          --------------------------------------
                                           Jack R. Kelly Jr.

                                      Title: General Partner

HILLMAN MEDICAL VENTURES 1994 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

HILLMAN MEDICAL VENTURES 1995 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

HILLMAN MEDICAL VENTURES 1996 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

The Gavin Herbert, Inc. Successor Trust

Title: Trustee

Title: Trustee

POWERVISION, INC.

EXHIBIT F

LEGAL OPINION

August 30, 1996

To the Purchasers Listed in
Exhibit A to the SpectRx, Inc.
Series B Preferred Stock Purchase Agreement Dated as of August 30, 1996

Ladies and Gentlemen:

Reference is made to the Series B Preferred Stock Purchase Agreement, dated as of August 30, 1996 (the "Agreement"), complete with all listed exhibits thereto, by and among SpectRx, Inc., a Delaware corporation (the "Company"), and the persons and entities listed in Exhibit A to the Agreement (the "Purchasers"), which provides for the issuance by the Company to the Purchasers of shares of Series B Preferred Stock of the Company (the "Series B Shares"). This opinion is rendered to you pursuant to Section 5.3 of the Agreement, and all terms used herein have the meanings defined for them in the Agreement unless otherwise defined herein.

We have acted as counsel for the Company in connection with the negotiation of the Agreement and the issuance of the Series B Shares. As such counsel, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined originals or copies of such corporate records of the Company, certificates of public officials and such other documents which we consider necessary or advisable for the purpose of rendering this opinion. In such examination we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us and the due execution and delivery of all documents (except as to due execution and delivery by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof.

As used in this opinion, the expression "to our knowledge," "known to us" or similar language with reference to matters of fact means that, after an examination of documents made available to us by the Company, and after inquiries of officers of the Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. Further, the expression "to our knowledge", "known to us" or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company solely in connection with the Agreement and the transactions contemplated thereby. Except to the extent expressly set forth herein or as we otherwise believe to be necessary to our opinion, we have not undertaken any independent investigation to determine the existence or absence of any fact,

and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below.

For purposes of this opinion, we are assuming that you have all requisite power and authority, and have taken any and all necessary corporate or partnership action, to execute and deliver the Agreement, and we are assuming that the representations and warranties made by the Purchasers in the Agreement and pursuant thereto are true and correct. We are also assuming that the Purchasers have purchased the Series B Shares for value, in good faith and without notice of any adverse claims within the meaning of the California Uniform Commercial Code.

The opinions hereinafter expressed are subject to the following qualifications:

(a) We express no opinion as to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors;

(b) We express no opinion as to the effect of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity);

(c) We express no opinion as to compliance with the anti-fraud provisions of applicable securities laws;

(d) We express no opinion as to the enforceability of the indemnification provisions of Section 7 of the Registration Rights Agreement to the extent the provisions thereof may be subject to limitations of public policy and the effect of applicable statutes and judicial decisions;

(e) We are members of the Bar of the State of California and, except as set forth in paragraph 7 below with respect to the securities laws of other states, we express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of California. To the extent this opinion addresses applicable securities laws of states other than the State of California, we have not retained nor relied on the opinion of counsel admitted to the bar of such states, but rather have relied on compilations of the securities laws of such states contained in reporting services presently available to us.

Based upon and subject to the foregoing, and except as set forth in the Schedule of Exceptions to the Agreement, we are of the opinion that:

1. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in the State of Georgia.

2. The Company has all requisite legal and corporate power to execute and deliver the Agreement, to sell and issue the Series B Shares thereunder, to issue the Common Stock issuable upon conversion of the Series B Shares and to carry out and perform its obligations under the terms of the Agreement.

3. The authorized capital stock of the Company consists of 15,000,000 shares of Common, 2,083,500 shares of which are issued and outstanding, 3,560,000 shares of Series A Preferred of which 3,103,784 shares are issued and outstanding, 3,560,000 shares of Series A1 Preferred none of which are issued and outstanding, 1,375,000 shares of Series B Preferred of which 1,172,071 shares of Series B Preferred are to be issued and outstanding, and 1,375,000 shares of Series B1 Preferred none of which are issued and outstanding. There are also options outstanding to purchase an aggregate of 458,351 shares of Common Stock and warrants to purchase an aggregate of 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock. All such issued and outstanding shares of Preferred Stock and Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of any preemptive or similar rights contained in the Certificate of Incorporation or Bylaws of the Company or, to our knowledge, in any agreement to which the Company is a party. The Common Stock issuable upon conversion of the Series B Shares has been duly and validly reserved, and when issued in accordance with the Company's Certificate of Incorporation will be validly issued, fully paid and nonassessable. The Series B Shares issued under the Agreement will be validly issued, fully paid and nonassessable and free of any liens, encumbrances and preemptive or similar rights contained in the Certificate of Incorporation or Bylaws of the Company, or, to our knowledge, in any agreement by which the Company is a party, except as specifically provided in the Agreement and in that certain Series A Preferred Stock Purchase Agreement dated as of February 5, 1993; provided, however, that the Series B Shares (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth in the Agreement. To our knowledge, except for rights described in the Agreement and the Certificate of Incorporation, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of capital stock or other securities of the Company, or any other agreements to issue any such securities or rights.

4. All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution and delivery of the Agreement by the Company, the authorization, sale, issuance and delivery of the Series B Shares (and the Common Stock issuable upon conversion thereof) and the performance of the Company's obligations under the Agreement has been taken. The Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

5. The execution, delivery and performance of and compliance with the terms of the Agreement, and the issuance of the Series B Shares (and the Common Stock issuable upon conversion thereof), do not violate any provision of the Certificate of Incorporation or Bylaws, or, to our knowledge, any provision of any applicable federal or state law, rule or regulation. To our knowledge, the execution, delivery and performance of and compliance with the Agreement, and the issuance of the Series B Shares (and the Common Stock issuable upon conversion thereof) do not violate, or constitute a default under, any material contract, agreement, instrument, judgment or decree binding upon the Company.

6. Except as identified in the Agreement, to our knowledge, there are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to our knowledge, has the Company received any written threat thereof), which, either in any case or in the aggregate, are likely to result in any material adverse change in the business or financial condition of the Company or any of its properties, or in any material impairment of the right or ability of the Company to carry on its business as now conducted, or which questions the validity of the Agreement or any action taken or to be taken by the Company in connection therewith.

7. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreement, or the offer, sale or issuance of the Series B Shares (and the Common Stock issuable upon conversion thereof) or the consummation of any other transaction contemplated by the Agreement, except (a) filing of the Amended and Restated Certificate of Incorporation in the Office of the Secretary of State of the State of Delaware, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) under the Delaware General Corporation Law and other applicable blue sky laws (but excluding jurisdictions outside of the United States) of the offer and sale of the Series B Shares (and the Common Stock issuable upon conversion thereof) and the modification of rights of shareholders contemplated by the Agreement. The filing referred to in clause (a) above has been accomplished and is effective. Our opinion herein is otherwise subject to the timely and proper completion of all filings and other actions contemplated herein where such filings and actions are to be undertaken on or after the date hereof.

8. Subject to the accuracy of the Purchasers' Representations and Warranties in Section 4 of the Agreement and their responses (if any) to the Company's inquiries, we are of the opinion that the offer, sale and issuance of the Series B Shares in conformity with the terms of the Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

This opinion is furnished to the Purchasers solely for their benefit in connection with the purchase of the Series B Shares, and may not be relied upon by any other person or for any other purpose without our prior written consent.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

EXHIBIT 10.6

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

SPECTRX, INC.

6025A Unity Drive
Norcross, GA 30071

TABLE OF CONTENTS

                                                                                             PAGE
SECTION 1  Authorization and Sale of Preferred Stock  . . . . . . . . . . . . . . . . . . . . . 1

         1.1     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         1.2     Sales of Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2  Closing Dates; Delivery  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

         2.1     Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.2     Delivery.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
         2.3     Subsequent Sales.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3  Representations and Warranties of the Company  . . . . . . . . . . . . . . . . . . . 2

         3.1     Organization and Standing; Articles and By-Laws  . . . . . . . . . . . . . . . 2
         3.2     Corporate Power  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.3     Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.4     Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
         3.5     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.6     Labor Agreements and Actions . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.7     Agreements; Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
         3.8     Title to Properties and Assets; Liens, etc . . . . . . . . . . . . . . . . . . 4
         3.9     Compliance with Other Instruments, None Burdensome, etc  . . . . . . . . . . . 4
         3.10    Litigation, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.11    Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.12    Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.13    Governmental Consent, etc  . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.14    Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
         3.15    Brokers or Finders; Other Offers . . . . . . . . . . . . . . . . . . . . . . . 6
         3.16    Patents and Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         3.17    Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

SECTION 4  Representations and Warranties of the Purchaser  . . . . . . . . . . . . . . . . . . 6

         4.1     Experience . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
         4.2     Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.3     Rule 144 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.4     No Public Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.5     Access to Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.6     Authorization  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
         4.7     Brokers or Finders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

TABLE OF CONTENTS
(CONTINUED)

                                                                                             PAGE
                                                                                             ----
         4.8     Tax Liability . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         4.9     Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

SECTION 5  Conditions to Closing of Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . 8

         5.1     Representations and Warranties Correct . . . . . . . . . . . . . . . . . . . . 8
         5.2     Covenants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.3     Opinion of Company's Counsel . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.4     Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.5     Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
         5.6     Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . 9
         5.7     Registration Rights Agreement  . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 6  Conditions to Closing of Company . . . . . . . . . . . . . . . . . . . . . . . . . . 9

         6.1     Representations  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         6.2     Blue Sky . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         6.3     Amended and Restated Articles  . . . . . . . . . . . . . . . . . . . . . . . . 9
         6.4     Legal Matters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

SECTION 7  Affirmative Covenants of the Company and the Purchaser . . . . . . . . . . . . . . . 9

         7.1     Financial Information  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
         7.2     Assignment of Rights to Financial Information  . . . . . . . . . . . . . . .  10
         7.3     Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10
         7.4     Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 8  Registration Rights  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  10

SECTION 9  Miscellaneous  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

         9.1     Governing Law  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.2     Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.3     Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.4     Entire Agreement; Amendment  . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.5     Notices, etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11
         9.6     Delays or Omissions  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.7     California Corporate Securities Law  . . . . . . . . . . . . . . . . . . . .  12
         9.8     Georgia Legend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.9     Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

TABLE OF CONTENTS
(CONTINUED)

                                                                                             PAGE
                                                                                             ----
         9.10    Finder's Fees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
         9.11    Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         9.12    Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
         9.13    Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13




EXHIBITS

         A       Amended and Restated Certificate of Incorporation
         B       Exceptions to Representations and Warranties
         C       Proprietary Information Agreement
         D       Amended and Restated Registration Rights Agreement
         E       Legal Opinion
         F       License Agreement

SPECTRX, INC.

SERIES C PREFERRED STOCK PURCHASE AGREEMENT

This Agreement is made as of October ___, 1996 between SpectRx, Inc., a Delaware corporation located at 6025A Unity Drive, Norcross, Georgia 30071 (the "Company"), and Abbott Laboratories, an Illinois corporation located at 100 Abbott Park Road, Abbott Park, Illinois 60064 (the "Purchaser").

SECTION 1

AUTHORIZATION AND SALE OF PREFERRED STOCK

1.1 AUTHORIZATION. The Company will authorize the sale and issuance of up to 500,000 shares of its Series C Preferred Stock (the "Series C Shares"), having the rights, privileges and preferences as set forth in the Amended and Restated Certificate of Incorporation (the "Articles") in the form attached to this Agreement as Exhibit A.

1.2 SALES OF PREFERRED. Subject to the terms and conditions hereof, the Company will severally issue and sell to the Purchaser and the Purchaser will buy from the Company 500,000 Series C Shares the Closing (as defined below) for the purchase price of $6.00 per share.

SECTION 2

CLOSING DATES; DELIVERY

2.1 CLOSING DATE. The closing of the purchase and sale of the Series C Shares hereunder (the "Closing") shall be held at the offices of Wilson, Sonsini, Goodrich & Rosati, Professional Corporation, 650 Page Mill Road, Palo Alto, California 94304 at 9:00 a.m., local time, on October ___, 1996 or at such other time and place upon which the Company and the Purchaser shall agree. The Closing shall occur simultaneously with or promptly after execution and delivery of this Agreement by the Purchaser and the Company, but in any event within ten (10) days of the satisfaction of the conditions set forth in Section 5.

2.2 DELIVERY. At the Closing, the Company will deliver to the Purchaser a certificate, registered in the Purchaser's name, representing the 500,000 Series C Shares to be purchased by the Purchaser at the Closing, against payment of the purchase price therefor by cancellation of indebtedness, by check payable to the Company, or by wire transfer per the Company's wiring instructions.

SECTION 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth on Exhibit B attached hereto, the Company represents and warrants to the Purchaser as follows:

3.1 ORGANIZATION AND STANDING; ARTICLES AND BY-LAWS. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power and authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia, and the failure to be so qualified will not have a material adverse affect on the Company's business as now conducted or as now proposed to be conducted.

3.2 CORPORATE POWER. The Company will have at the Closing all requisite legal and corporate power and authority to execute and deliver this Agreement and the agreements set forth as Exhibits hereto (collectively, the "Agreements"), to sell and issue the Series C Shares hereunder, to issue the Common Stock issuable upon conversion of the Series C Shares and the Series C1 Preferred Stock and to carry out and perform its obligations under the terms of the Agreements.

3.3 SUBSIDIARIES. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity.

3.4 CAPITALIZATION. The authorized capital stock of the Company consists or will, upon the filing of the Articles, consist of 15,000,000 shares of Common Stock, 3,560,000 shares of Series A Preferred Stock, 3,560,000 shares of Series A1 Preferred Stock, 1,375,000 shares of Series B Preferred Stock, 1,375,000 shares of Series B1 Preferred Stock, 500,000shares of Series C Preferred Stock and 500,000 shares of Series C1 Preferred Stock (the Series C and Series C1 Preferred Stock shall be referred to as the "Preferred Stock"). Immediately prior to the Closing 2,083,500 shares of Common Stock, 3,103,784 shares of Series A Preferred Stock and 1,300,000 shares of Series B Preferred Stock will be outstanding and no other shares of capital stock will be outstanding. There are also outstanding immediately prior to the Closing warrants to purchase an aggregate of 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock. All of the outstanding shares of Common Stock, Series A Preferred Stock and Series B Preferred Stock are duly authorized, validly issued, fully paid and nonassessable, and were issued in compliance with applicable federal and state securities laws. The Series C Shares, when issued pursuant to the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The Company has reserved 5,435,000 shares of Common Stock for issuance upon conversion of the Preferred Stock, and 1,150,000 shares of its Common Stock for issuance pursuant to its 1995 Incentive Stock Plan. The Company has also reserved 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock for issuance upon the exercise of warrants to purchase

shares of Common Stock and Series A Preferred Stock outstanding as of the Closing. Except for those set forth in the Agreements, there are no options, warrants or other rights (including conversion or preemptive rights) or agreements outstanding to purchase any of the Company's authorized and unissued capital stock.

3.5 AUTHORIZATION. All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Agreements by the Company, the authorization, sale, issuance and delivery of the Series C Shares (and the Common Stock issuable upon conversion of the Preferred Stock) and the performance of all of the Company's obligations under the Agreements has been taken or will be taken prior to the Closing. The Agreements, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement (as defined below) hereof may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. The Series C Shares, when issued in compliance with the provisions of this Agreement, will be validly issued, will be fully paid and nonassessable, and will have the rights, preferences and privileges described in the Articles; the Common Stock issuable upon conversion of the Preferred Stock has been duly and validly reserved and, when issued in compliance with the provisions of this Agreement and the Articles, will be validly issued, and will be fully paid and nonassessable; and the Preferred Stock and such Common Stock will be free of any liens or encumbrances, assuming the Purchaser takes the Series C Shares with no notice thereof, other than any liens or encumbrances created by or imposed upon the holders; provided, however, that the Preferred Stock (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein.

3.6 LABOR AGREEMENTS AND ACTIONS. The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the knowledge of the Company threatened, which could have a material adverse effect on the assets, properties, financial condition, operating results, or business of the Company, nor is the Company aware of any labor organization activity involving its employees. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each officer and, to the best of the Company's knowledge, each employee of the Company is terminable at the will of the Company.

3.7 AGREEMENTS; ACTION.

(a) Except for agreements explicitly contemplated hereby, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, affiliates, or any affiliate thereof nor are there agreements or understandings between any

person and/or entities, which affects or relates to the voting or giving of written consents with respect to any security or by a director of the Company.

(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to the Company in excess of, $5,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or any other liabilities individually in excess of $5,000 or, in the case of indebtedness and/or liabilities individually less than $5,000, in excess of $25,000 in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

3.8 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) the lien of current taxes not yet due and payable, and (ii) possible minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company, and which have not arisen otherwise than in the ordinary course of business. The Company has timely filed or will file with appropriate taxing authorities all returns and other information required with respect to taxes (regardless of form) for all taxable periods ending on or prior to the Closing; all such returns shall be or have been complete and accurate in all material respects.

3.9 COMPLIANCE WITH OTHER INSTRUMENTS, NONE BURDENSOME, ETC. The Company is not in violation or default of any term of its Articles or Bylaws, or in any material respect of any term or provision of any material mortgage, indebtedness, indenture, contract, agreement, instrument, judgment, order or decree, and to the best of its knowledge is not in violation of any statute, rule or regulation applicable to the Company where such violation would materially and adversely affect the Company. The execution, delivery and performance of and compliance with the Agreements, and the issuance of the Series C Shares and the Common Stock issuable upon conversion of the Preferred Stock, have not resulted and will not result in any material violation of, or conflict with, or constitute,

with or without the passage of time and the giving of notice, a material violation or default under the Company's Articles or Bylaws or any of its agreements, nor result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company; and there is no such violation or default which materially and adversely affects the business of the Company or any of its properties or assets.

3.10 LITIGATION, ETC. There are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to the best of the Company's knowledge, is there any reasonable basis therefor or threat thereof). The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreement with their former employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.11 EMPLOYEES. To the best of the Company's knowledge, no employee of the Company is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of such employee with the Company or any other party because of the nature of the business conducted or to be conducted by the Company. Each employee of the Company with access to confidential or proprietary information has executed a Proprietary Information Agreement, the form of which is attached hereto as Exhibit D.

3.12 REGISTRATION RIGHTS. Except as set forth in the Amended and Restated Registration Rights Agreement attached hereto as Exhibit D (the "Registration Rights Agreement"), the Company is not under any contractual obligation to register (as defined in Section 1 of the Registration Rights Agreement) any of its presently outstanding securities or any of its securities which may hereafter be issued.

3.13 GOVERNMENTAL CONSENT, ETC. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of this Agreement, or the offer, sale or issuance of the Series C Shares (and the Common Stock issuable upon conversion of the Preferred Stock), or the consummation of any other transaction contemplated hereby, except (a) filing of the Articles in the office of the Delaware Secretary of State, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) of the offer and sale of the Series C Shares (and the Common Stock issuable upon conversion of the Preferred Stock) under applicable state securities laws, which filings and qualifications, if required, will be accomplished in a timely manner.

3.14 OFFERING. Subject to the accuracy of the Purchaser's representations in Section 4 hereof, the offer, sale and issuance of the Series C Shares to be issued in conformity with the terms of this Agreement, and the issuance of the Common Stock to be issued upon conversion of the Preferred

Stock, constitute transactions exempt from the registration requirements of
Section 5 of the Securities Act of 1933, as amended (the "Securities Act") and in compliance with applicable state securities laws.

3.15 BROKERS OR FINDERS; OTHER OFFERS. The Company has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

3.16 PATENTS AND TRADEMARKS. There are no outstanding options, licenses, or agreements of any kind relating to the intellectual property of the Company. The Company is not bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

3.17 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE CHANGE. The audited financial statements of the Company for the fiscal years ended December 31, 1993, December 31, 1994 and December 31, 1995 (the "Financial Statements"), which include audited balance sheets, statements of operations, statements of stockholders' equity and statements of cash flows as of such dates and for the periods then ended, have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present the financial condition and results of operations of the Company as of such dates and for the periods then ended. Except as set forth in the Schedule of Exceptions or as set forth in the Financial Statements (including the footnotes thereto), there are no liabilities, debts, claims or obligations, whether accrued, absolute, contingent or otherwise, of or affecting the Company or its property or assets. Except as set forth in the Schedule of Exceptions, since December 31, 1995 there has been no material adverse change in the financial condition, operating results, assets, operation or business prospects of the Company.

3.18 DISCLOSURE. This Agreement, together with the Exhibits attached hereto and all other certificates delivered in connection herewith, when taken as a whole, does not contain any untrue statement of a material fact or omit any material fact necessary in order to make the statements contained herein not misleading in light of the circumstances under which they were made. The

Company has fully provided each Purchaser with all the information such Purchaser has requested for deciding whether to purchase the Series C Shares and all information which the Company believes is reasonably necessary to enable such Purchaser to make such decision.

SECTION 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby severally represents and warrants to the Company with respect to the purchase of the Series C Shares as follows:

4.1 EXPERIENCE. It has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests.

4.2 INVESTMENT. It is acquiring the Series C Shares and the Common Stock underlying the Preferred Stock for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof. It understands that the Series C Shares to be purchased and the Common Stock underlying the Preferred Stock have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Purchaser's representations as expressed herein.

4.3 RULE 144. It acknowledges that the Preferred Stock and the underlying Common Stock must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from such registration is available. It is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the Company, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker" and the number of shares being sold during any three-month period not exceeding specified limitations.

4.4 NO PUBLIC MARKET. It understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company's securities.

4.5 ACCESS TO DATA. It has had an opportunity to discuss the Company's business, management and financial affairs with its management. It has also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. It

understands that such discussions, as well as any written information issued by the Company, were intended to describe certain aspects of the Company's business and prospects but were not a thorough or exhaustive description.

4.6 AUTHORIZATION. This Agreement when executed and delivered by such Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as the indemnification provisions of paragraph 7 of the Registration Rights Agreement may be limited by principles of public policy, and subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

4.7 BROKERS OR FINDERS. The Company has not, and will not, incur, directly or indirectly, as a result of any action taken by such Purchaser, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement.

4.8 TAX LIABILITY. It has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement (including any tax consequences resulting from the recently enacted tax legislation). It relies solely on such advisors and not on any statements or representations of the Company or any of its agents. It understands that it (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

4.9 LEGEND. It is understood that the certificates evidencing the Series C Shares will bear the following legend: "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT."

SECTION 5

CONDITIONS TO CLOSING OF PURCHASER

The Purchaser's obligation to purchase the Series C Shares at the Closing is, at the option of the Purchaser, subject to the fulfillment of the following conditions:

5.1 REPRESENTATIONS AND WARRANTIES CORRECT. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing.

5.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

5.3 OPINION OF COMPANY'S COUNSEL. The Purchaser shall have received from Wilson, Sonsini, Goodrich & Rosati, counsel to the Company, an opinion addressed to it, dated the Closing Date, in substantially the form of Exhibit E.

5.4 COMPLIANCE CERTIFICATE. The Company shall have delivered to the Purchaser a certificate of the Company executed by the President of the Company, dated as of the Closing certifying to the fulfillment of the conditions specified in Sections 5.1 and 5.2 of this Agreement.

5.5 BLUE SKY. The Company shall have obtained all necessary state securities law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Series C Shares and the Common Stock issuable upon conversion of the Preferred Stock.

5.6 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

5.7 REGISTRATION RIGHTS AGREEMENT. The Company and the parties listed thereon shall have executed and delivered the Registration Rights Agreement in substantially the form attached hereto as Exhibit D.

5.8 DEVELOPMENT AND LICENSE AGREEMENT. The Company and the Purchaser shall have entered into a research and development and license agreement in the form attached hereto as Exhibit F.

5.9 SECRETARY'S CERTIFICATE. The Company shall have delivered to the Purchaser a certificate of the Company executed by the Secretary of the Company, dated as of the Closing, certifying (i) resolutions adopted by the Board of Directors and the stockholders of the Company authorizing the execution of the Agreement, the filing of the Restated Articles and the transactions contemplated hereby; (ii) the Restated Articles and Bylaws of the Company; copies of third party consents, approvals and filings required in connection with the consummation of the transactions contemplated by the Agreement; and (iii) such other documents relating to the transactions contemplated by the Agreement.

SECTION 6

CONDITIONS TO CLOSING OF COMPANY

The Company's obligation to sell and issue the Series C Shares at the Closing is, at the option of the Company, subject to the fulfillment as of the Closing of the following conditions:

6.1 REPRESENTATIONS. The representations made by the Purchaser in
Section 4 hereof shall be true and correct when made, and shall be true and correct on the Closing.

6.2 BLUE SKY. The Company shall have obtained all necessary state securities law permits and qualifications, or have the availability of exemptions therefrom, required by any state for the offer and sale of the Series C Shares and the Common Stock issuable upon conversion of the Preferred Stock.

6.3 AMENDED AND RESTATED ARTICLES. The Articles shall have been filed with the Delaware Secretary of State.

6.4 LEGAL MATTERS. All material matters of a legal nature which pertain to this Agreement, and the transactions contemplated hereby, shall have been reasonably approved by counsel to the Company.

SECTION 7

AFFIRMATIVE COVENANTS OF THE COMPANY AND THE PURCHASER

The Company hereby covenants and agrees as follows:

7.1 FINANCIAL INFORMATION. As long as the Purchaser holds not less than 66,700 shares of Preferred Stock and/or Common Stock issued upon conversion of the Preferred Stock, to furnish to the Purchaser:

(a) As soon as practicable after the end of each fiscal year, and in any event within 120 days thereafter, consolidated balance sheets of the Company and its subsidiaries, if any, as of the end of such fiscal year, and consolidated statements of income and consolidated statements of changes in financial position of the Company and its subsidiaries, if any, for such year, prepared in accordance with generally accepted accounting principles and setting forth in each case in comparative form the figures for the previous fiscal year (or, at the election of the Company, setting forth in comparative form the budgeted figures for the fiscal year then reported), all in reasonable detail and audited by independent public accountants of national standing selected by the Company.

(b) As soon as practicable after the end of each calendar quarter, and in any event within 15 days thereafter, an unaudited quarterly report including a balance sheet, profit and loss statement cash flow analysis (prepared in accordance with generally accepted accounting principles other than for accompanying notes and subject to changes resulting from year-end audit adjustments).

7.2 ASSIGNMENT OF RIGHTS TO FINANCIAL INFORMATION. The rights granted pursuant to Section 7.1 may not be assigned or otherwise conveyed by any Purchaser or by any subsequent transferee of any such rights without the prior written consent of the Company; provided, however, that any Purchaser may assign to any transferee, other than a competitor of the Company, and after

giving notice to the Company, the rights granted pursuant to Section 7.1 to (i) a transferee who acquires at least 66,700 shares of Preferred Stock and/or Common Stock issued upon conversion of the Preferred Stock (appropriately adjusted for recapitalizations) or (ii) any constituent partner of a Purchaser.

7.3 INSPECTION. The Company shall permit the Purchaser, at such Purchaser's expense, to visit and inspect the Company's properties, to examine its books of account and records and to discuss the Company's affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Purchaser, provided, however, that the Company shall not be obligated pursuant to this Section 7.3 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

7.4 TERMINATION OF COVENANTS. The covenants set forth in Sections 7.1, 7.2 and 7.3 shall terminate and be of no further force or effect at such time as the Company is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

SECTION 8

REGISTRATION RIGHTS

The Purchaser shall have the registration rights set forth in the Registration Rights Agreement attached hereto as Exhibit D.

SECTION 9

MISCELLANEOUS

9.1 GOVERNING LAW. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware.

9.2 SURVIVAL. The representations, warranties, covenants and agreements made herein shall survive any investigation made by the Purchaser and the Closing of the transactions contemplated hereby.

9.3 SUCCESSORS AND ASSIGNS. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto, provided, however, that the rights of the Purchaser to purchase the Preferred Stock shall not be assignable without the consent of the Company.

9.4 ENTIRE AGREEMENT; AMENDMENT. This Agreement and the other documents delivered pursuant hereto at the Closing constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof, and no party shall be liable or

bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought; provided, however, that holders of a majority of the Common Stock issued or issuable upon conversion of the Preferred Stock may, with the Company's prior written consent, waive, modify or amend on behalf of the Purchaser, any provision hereof.

9.5 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or by facsimile transmission, or otherwise delivered by hand or by messenger, addressed (a) if to the Purchaser, at the Purchaser's address set forth above, or at such other address as such Purchaser shall have furnished to the Company in writing, or (b) if to any other holder of any shares, at such address as such holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such shares who has so furnished an address to the Company, or (c) if to the Company, one copy should be sent to its address set forth on the cover page of this Agreement and addressed to the attention of the Corporate Secretary, or at such other address as the Company shall have furnished to the Purchaser.

Each such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given when delivered if delivered personally, or, if sent by mail, at the earlier of its receipt or 72 hours after the same has been deposited in a regularly maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid, or if by facsimile transmission, as indicated by the facsimile imprint date.

9.6 DELAYS OR OMISSIONS. Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any holder of any shares, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy of such holder nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any holder of any breach or default under this Agreement, or any waiver on the part of any holder of any provisions or conditions of this agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.

9.7 GEORGIA LEGEND. The Purchaser acknowledges that each certificate shall bear the following legend: THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH 13 OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.

9.8 EXPENSES. The Company and the Purchaser shall bear its own legal and other expenses with respect to this Agreement.

9.9 FINDER'S FEES. With respect to any finder's fees arising out of the purchase of the Series C Shares pursuant to this Agreement:

(a) The Company hereby agrees to indemnify and to hold the Purchaser harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its employees or representatives are responsible.

(b) The Purchaser hereby agrees to indemnify and to hold the Company harmless of and from any liability for any commission or compensation in the nature of a finder's fee to any broker or other person or firm (and the costs and expenses of defending against such liability or asserted liability) for which such Purchaser or any of its employees or representatives, are responsible.

9.10 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

9.11 SEVERABILITY. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.

9.12 TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement.

The foregoing agreement is hereby executed as of the date first above written.

"COMPANY"                              "PURCHASER"

SPECTRX, INC.                          ABBOTT LABORATORIES,
a Delaware corporation                  an Illinois corporation


By:                                    By:
    ------------------------------         --------------------------------

Title:                                 Title:
       ---------------------------            -----------------------------

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

STATE OF DELAWARE

OFFICE OF THE SECRETARY OF STATE

I, EDWARD J. FREEL, SECRETARY OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF "SPECTRX, INC." FILED IN THIS OFFICE ON THE THIRTIETH DAY OF SEPTEMBER, A.D.
1996, AT 4:30 O'CLOCK P.M.

A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE

COUNTY RECORDER OF DEEDS FOR RECORDING.

* * * * * * * * * *

[SEAL OF THE SECRETARY OF STATE]

                                           Edward J.  Freel, Secretary of State
2313878  8100
                                           AUTHENTICATION:  8128301

960284480 DATE: 10-01-96

RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

SpectRx, Inc., a Corporation organized and existing under the laws of the State of Delaware (the "Corporation"), hereby certifies that:

1. The name of the Corporation is SpectRx, Inc. The Corporation was originally incorporated under the same name, and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 27, 1992.

2. This Certificate restates and amends the provisions of the Corporation's Restated Certificate of Incorporation to read as set forth in Exhibit A attached to this Certificate.

3. This restatement and amendment of the Corporation's Certificate of Incorporation has been duly adopted by the Corporation's Board of Directors in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware, and by the holders of each class of outstanding stock entitled to vote thereon as a class by written consent given in accordance with Section 228 of the General Corporation Law of the State of Delaware. Written notice pursuant to Section 228 has been given to those stockholders of the Corporation who have not consented in writing to this action.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Restatement of Certificate of Incorporation to be signed by Mark A. Samuels, its President, and attested by Robert D. Brownell, its Assistant Secretary, this 27th day of September, 1996.

SPECTRX, INC.

                                           By:/s/ Mark A. Samuels
                                              --------------------------------
                                              Mark A. Samuels, President
ATTEST:


/s/ Robert D. Brownell
- ----------------------------------
Robert D. Brownell,
 Assistant Secretary

EXHIBIT A

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SPECTRX, INC.

I

The name of this corporation is SpectRx, Inc. (the "Corporation").

II

The address of the Corporation's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Zip Code 19801. The name of its registered agent at such address is The Corporation Trust Company.

III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

IV

The Corporation is authorized to issue two classes of capital stock:
Preferred Stock, $0.001 par value per share, and Common Stock, $0.001 par value per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is 10,870,000 of which 3,560,000 shares shall be designated Series A Preferred Stock ("Series A Preferred Stock"), 3,560,000 shares shall be designated Series A1 Preferred Stock ("Series A1 Preferred Stock"), 1,375,000 shares shall be designated Series B Preferred Stock ("Series B Preferred Stock"), 1,375,000 shares shall be designated Series B1 Preferred Stock ("Series B1 Preferred Stock"), 500,000 shares shall be designated Series C Preferred Stock ("Series C Preferred Stock"), and 500,000 shares shall be designated Series C1 Preferred Stock ("Series C1 Preferred Stock"). The total number of shares of Common Stock which the Corporation shall have the authority to issue is 15,000,000. The Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock are herein collectively referred to as the "Preferred Stock."

V

The rights, preferences, privileges and restrictions granted to or imposed upon the Common Stock and the Preferred Stock are as follows:

1. Dividends. The holders of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out of assets of the Corporation legally available therefor at the rate of $0.10, $0.10, $0.40, $0.40, $0.60 and$0.60 per share, per annum, respectively. Dividends on the Preferred Stock shall be payable in preference and prior to any payment of any dividend on the Common Stock of the Corporation. Thereafter, the holders of Common Stock shall be entitled, when and if declared by the board of directors of the Corporation, to dividends out of assets of the Corporation legally available therefor. Notwithstanding anything set forth in this paragraph 1, no dividends shall be payable on any shares of Common Stock issued with respect to shares of Series A1 Preferred Stock, Series B1 Preferred Stock and Series C1 Preferred Stock issued pursuant to paragraph 4(e)(ii)(A) and 4(e)(ii)(B). The right to dividends on shares of Common Stock and Preferred Stock shall not be cumulative, and no right shall accrue to holders of Common Stock or Preferred Stock by reason of the fact that dividends on said shares are not declared in any prior period.

2. Liquidation Preference.

(a) Preference. In the event of any liquidation, dissolution or winding up of the Corporation, either voluntarily or involuntarily, the holders of Preferred Stock shall, subject to the right of each such holder to convert such holder's shares of Preferred Stock into shares of Common Stock pursuant to the provisions of Section 4 below, be entitled to receive, prior and in preference to any distribution of any of the assets or surplus funds of the Corporation to the holders of Common Stock of the Corporation by reason of their ownership thereof, an amount equal to $1.00, $1.00, $4.00, $4.00, $6.00 and $6.00 per share for each outstanding share of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock, respectively, plus any declared but unpaid dividends on such share. If upon such liquidation, dissolution or winding up of the Corporation, the assets of the Corporation are insufficient to provide for the cash payment described above to the holders of Preferred Stock, such assets as are available shall be paid to the holders of Preferred Stock in proportion to the full preferential amount each such holder is otherwise entitled to receive.

After the payment or setting apart of payment to the holders of Preferred Stock of the preferential amounts so payable to them, the holders of Common Stock shall be entitled to receive any remaining assets of the Corporation on a pro rata basis, based upon the number of shares held.

(b) Reorganization or Merger. A reorganization or merger of the Corporation with or into any other corporation or corporations, or a sale of all or substantially all of the assets of the Corporation shall be deemed to be a liquidation within the meaning of this paragraph 2; provided that the holders of Preferred Stock and Common Stock shall be paid in cash or in securities received or in a combination thereof (which combination shall be in the same proportions as the consideration received in the transaction). Any securities to be delivered to the holders of the Preferred Stock and Common Stock upon a merger, reorganization or sale of substantially all of the assets of the Corporation shall be valued as follows:

(i) If traded on a securities exchange, the value shall be deemed to be the average of the closing prices of the securities on such exchange over the 30-day period ending three (3) business days prior to the closing;

(ii) If actively traded over-the-counter, the value shall be deemed to be the average of the closing bid prices over the 30-day period ending three (3) business days prior to the closing; and

(iii) If there is no active public market, the value shall be the fair market value thereof, as mutually determined by the Corporation and the holders of not less than a majority of the outstanding shares of Preferred Stock, provided that if the Corporation and the holders of a majority of the outstanding shares of Preferred Stock are unable to reach agreement, then by independent appraisal by an investment banker hired and paid by the Corporation, but acceptable to the holders of a majority of the outstanding shares of Preferred Stock.

(c) Noncash Distributions. If any of the assets of the Corporation are to be distributed other than in cash under this paragraph 2 or for any purpose, then the board of directors of the Corporation shall promptly engage independent competent appraisers to determine the value of the assets to be distributed to the holders of Preferred Stock or Common Stock. The Corporation shall, upon receipt of such appraiser's valuation, give prompt written notice to each holder of shares of Preferred Stock or Common Stock of the appraiser's valuation.

3. Voting Rights.

(a) The holder of each share of Preferred Stock shall be entitled to the number of votes equal to the number of shares of Common Stock into which each share of Preferred Stock could be converted on the record date for the vote or written consent of stockholders and, except as otherwise required by law, shall have voting rights and powers equal to the voting rights and powers of the Common Stock. The holder of each share of Preferred Stock shall be entitled to notice of any stockholders' meeting in accordance with the bylaws of the Corporation and shall vote with holders of the Common Stock upon all matters submitted to a vote of stockholders, except those matters required to be submitted to a class or series vote pursuant to paragraph 5 herein or by law. Fractional votes shall not, however, be permitted and any fractional voting rights resulting from the above formula (after aggregating all shares of Common Stock into which shares of Preferred Stock held by each holder could be converted) shall be rounded to the nearest whole number (with one-half rounded upward to one).

(b) Notwithstanding the foregoing, as long as more than 800,000 shares of Preferred Stock are outstanding, the holders of Preferred Stock, voting as a class, shall have the right to elect two members of the Corporation's board of directors. The holders of Common Stock, voting as a single class, shall have the right to elect all other members of the Corporation's board of directors. Notwithstanding any Bylaw provisions to the contrary, the stockholders entitled to elect a particular director shall be entitled to remove such director or to fill a vacancy in the seat formerly held by such a director, all in accordance with the applicable provisions provided in the General Corporation Law of the State of Delaware.

4. Conversion. The holders of the Preferred Stock shall have conversion rights as follows (the "Conversion Rights"):

(a) Right to Convert. Each share of Preferred Stock shall be convertible without the payment of any additional consideration by the holder thereof and, at the option of the holder thereof, at any time after the date of issuance of such share at the office of the Corporation or any transfer agent for the Preferred Stock. Each share of each series of Preferred Stock shall be convertible into the number of fully paid and nonassessable shares of Common Stock which results from dividing the Conversion Price (as hereinafter defined) per share in effect for such series of Preferred Stock at the time of conversion into the per share Conversion Value (as hereinafter defined) of such series. Upon the filing of this Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, the initial Conversion Price per share of Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock and Series C1 Preferred Stock shall be $1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The per share Conversion Value of the Series A Preferred Stock, the Series A1 Preferred Stock, the Series B Preferred Stock, the Series B1 Preferred Stock, the Series C Preferred Stock and the Series C1 Preferred Stock shall be $1.00, $1.00, $4.00, $4.00, $6.00 and $6.00, respectively. The initial Conversion Price of the Series A Preferred Stock, the Series A1 Preferred Stock, the Series B Preferred Stock, the Series B1 Preferred Stock, the Series C Preferred Stock and the Series C1 Preferred Stock shall be subject to adjustments from time to time as provided below. The number of shares of Common Stock into which a share of Preferred Stock is convertible is hereinafter referred to as the "Conversion Rate" of such series.

(b) Automatic Conversion. Each share of Preferred Stock shall automatically be converted into shares of Common Stock at its then effective Conversion Rate immediately upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of Common Stock of which the aggregate gross proceeds attributable to sales for the account of the Corporation exceed $10,000,000 at a per share issuance price of at least $9.00 per share.

(c) Mechanics of Conversion. Before any holder of Preferred Stock shall be entitled to convert the same into shares of Common Stock, such holder shall surrender the certificate(s) therefor, duly endorsed, at the office of the Corporation or of any transfer agent for the Preferred Stock and shall give written notice to the Corporation at such office that the holder elects to convert the same (except that no such written notice of election to convert shall be necessary in the event of an automatic conversion pursuant to paragraph 4(b) hereof). The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder of Preferred Stock certificate(s) for the number of shares of Common Stock to which the holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be converted (except that in the case of an automatic conversion pursuant to paragraph 4(b) hereof such conversion shall be deemed to have been made immediately prior to the closing of the offering referred to in paragraph 4(b)) and the person(s) entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder(s) of such shares of Common Stock on such date.

(d) Fractional Shares. In lieu of any fractional shares to which the holder of Preferred Stock would otherwise be entitled, the Corporation shall pay cash equal to such fraction multiplied by the fair market value of one share of Common Stock as determined by the board of directors of the Corporation. Whether or not fractional shares of Common Stock are issuable upon such conversion shall be determined on the basis of the total number of shares of Preferred Stock of each holder at the time converting into Common Stock and the number of shares of Common Stock issuable upon such aggregate conversion.

(e) Adjustment of Conversion Price.

(i) Special Definitions. For purposes of this paragraph 4(e), the following definitions shall apply:

(A) "Excluded Stock" shall mean:

(1) all shares of Common Stock issued and outstanding on the date this document is filed with the Delaware Secretary of State and all shares of Common Stock issued or issuable upon conversion of Preferred Stock; and

(2) all shares of Common Stock or other securities issued or issuable to officers, directors, consultants or employees of the Corporation or lessors, lenders or licensors to the Corporation which are approved by of the board of directors of the Corporation. All outstanding shares of Excluded Stock (including shares of Common Stock issuable upon conversion of the Preferred Stock) shall be deemed to be outstanding for all purposes of the computations of subparagraph 4(e)(iii) below.

(B) "Financing" means any issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a transaction with gross proceeds to the Corporation equal to or greater than $100,000 where the holders of Preferred Stock are offered an opportunity to purchase their Preferred Stock Pro Rata Share of the additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) issued in such transaction.

(C) "Preferred Stock Pro Rata Share" shall mean the amount determined by multiplying the total number of shares of Common Stock (including securities exercisable for or convertible into Common Stock) offered for sale by the Corporation in a Financing to all parties by a fraction, (x) the numerator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) held by such stockholder and (y) the denominator of which is the total number of shares of Common Stock (including securities convertible into Common Stock) then outstanding plus any shares reserved for issuance pursuant to plans approved by the board of directors of the Corporation.

(D) "Series A Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a

consideration per share less than the Conversion Price of the Series A Preferred Stock in effect on the date of and immediately prior to such issue.

(E) "Series B Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series B Preferred Stock in effect on the date of and immediately prior to such issue.

(F) "Series C Dilutive Issuance" shall mean an issuance of Common Stock (including securities exercisable for or convertible into Common Stock) in a Financing for a consideration per share less than the Conversion Price of the Series C Preferred Stock in effect on the date of and immediately prior to such issue.

(G) "Participating Investor" shall mean any holder of Preferred Stock that purchases at least its Preferred Stock Pro Rata Share of either a Series A Dilutive Issuance or Series B Dilutive Issuance.

(H) "Non-Participating Investor" shall mean any holder of Preferred Stock that is not a Participating Investor.

(ii) Shadow Preferred.

(A) Series A Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series A Dilutive Issuance, each share of Series A Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series A Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series A1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series A Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series A Preferred Stock. Upon the conversion of Series A Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series A Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series A1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series A Dilutive Issuance.

(B) Series B Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series B Dilutive Issuance, each share of Series B Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series B Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series B1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus

one, where (X) equals the per share Conversion Price of Series B Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series B Preferred Stock. Upon the conversion of Series B Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series B Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series B1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series B Dilutive Issuance.

(C) Series C Preferred Stock. In the event the Corporation issues additional shares of Common Stock (including securities exercisable for or convertible into Common Stock) in a Series C Dilutive Issuance, each share of Series C Preferred Stock held by each and every Nonparticipating Investor shall, immediately prior to the closing of the applicable Series C Dilutive Issuance (the "Closing"), be converted into one fully paid and nonassessable share of Series C1 Preferred Stock plus such number of fully paid and nonassessable shares of Common Stock as is determined by multiplying one by the Forced Conversion Rate. The Forced Conversion Rate shall be equal to (X) minus one, where (X) equals the per share Conversion Price of Series C Preferred Stock immediately prior to the Closing divided into the per share Conversion Value of Series C Preferred Stock. Upon the conversion of Series C Preferred Stock held by a Nonparticipating Investor as set forth herein, such shares of Series C Preferred Stock shall no longer be outstanding on the books of the Corporation and the Nonparticipating Investor shall be treated for all purposes as the record holder of such shares of Series C1 Preferred Stock and, if applicable, Common Stock upon the Closing of the applicable Series C Dilutive Issuance.

(iii) Adjustment of Conversion Price for Issuance of Common Stock. No adjustment in the Conversion Price of Series A1 Preferred Stock or Series B1 Preferred Stock or Series C1 Preferred Stock shall be made in respect of the issuance of additional shares of Common Stock or securities exercisable for or convertible into Common Stock (other than in the event of stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi) hereof).

The Conversion Price of each series of Preferred Stock shall be subject to adjustment from time to time as follows:

If the Corporation shall issue any Common Stock other than Excluded Stock for a consideration per share less than the Conversion Price in effect immediately prior to the issuance of such Common Stock (excluding stock dividends, subdivisions, split-ups, combinations, dividends or recapitalizations which are covered by paragraphs 4(e)(iv), (v) and (vi)), the Conversion Price in effect immediately after each such issuance shall forthwith (except as provided in this paragraph 4(e)) be adjusted to a price equal to the quotient obtained by dividing:

(1) an amount equal to the sum of

(x) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock, or deemed to

have been issued pursuant to subdivision (C) of this clause (iii)) immediately prior to such issuance multiplied by the Conversion Price in effect immediately prior to such issuance, plus

(y) the consideration received by the Corporation upon such issuance, by

(2) the total number of shares of Common Stock outstanding (including any shares of Common Stock issuable upon conversion of the Preferred Stock or deemed to have been issued pursuant to subdivision (C) of this clause (iii)) immediately after the issuance of such Common Stock.

For the purposes of this clause (iii), the following provisions shall be applicable:

(A) In the case of the issuance of Common Stock for cash, the consideration shall be deemed to be the amount of cash paid therefor after deducting any discounts or commissions paid or incurred by the Corporation in connection with the issuance and sale thereof.

(B) In the case of the issuance of Common Stock for a consideration in whole or in part other than cash, the consideration other than cash shall be deemed to be the fair value thereof as determined by the board of directors of the Corporation, in accordance with generally accepted accounting treatment; provided, however, that if, at the time of such determination, the Corporation's Common Stock is traded in the over-the- counter market or on a national or regional securities exchange, such fair market value as determined by the board of directors of the Corporation shall not exceed the aggregate "Current Market Price" (as defined below) of the shares of Common Stock being issued.

(C) In the case of the issuance of
(i) options to purchase or rights to subscribe for Common Stock (other than Excluded Stock), (ii) securities by their terms convertible into or exchangeable for Common Stock (other than Excluded Stock), or (iii) options to purchase or rights to subscribe for such convertible or exchangeable securities (other than Excluded Stock):

(1) the aggregate maximum number of shares of Common Stock deliverable upon exercise of such options to purchase or rights to subscribe for Common Stock shall be deemed to have been issued at the time such options or rights were issued and for a consideration equal to the consideration (determined in the manner provided in subdivisions
(1) and (2) above), if any, received by the Corporation upon the issuance of such options or rights plus the minimum purchase price provided in such options or rights for the Common Stock covered thereby;

(2) the aggregate maximum number of shares of Common Stock deliverable upon conversion of or in exchange for any such convertible or exchangeable securities, or upon the exercise of options to purchase or rights to subscribe for such convertible or exchangeable securities and subsequent conversion or exchange thereof, shall be deemed to have been

issued at the time such securities were issued or such options or rights were issued and for a consideration equal to the consideration received by the Corporation for any such securities and related options or rights (excluding any cash received on account of accrued interest or accrued dividends), plus the minimum additional consideration, if any, to be received by the Corporation upon the conversion or exchange of such securities or the exercise of any related options or rights (the consideration in each case to be determined in the manner provided in subdivisions (1) and (2) above);

(3) on any change in the number of shares of Common Stock deliverable upon exercise of any such options or rights or conversion of or exchange for such convertible or exchangeable securities, or on any change in the minimum purchase price of such options, rights or securities, other than a change resulting from the antidilution provisions of such options, rights or securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon (x) the issuance of such options, rights or securities not exercised, converted or exchanged prior to such change, as the case may be, been made upon the basis of such change or (y) the options or rights related to such securities not converted or exchanged prior to such change, as the case may be, been made upon the basis of such change; and

(4) on the expiration of any such options or rights, the termination of any such rights to convert or exchange or the expiration of any options or rights related to such convertible or exchangeable securities, the Conversion Price shall forthwith be readjusted to such Conversion Price as would have obtained had the adjustment made upon the issuance of such options, rights, convertible or exchangeable securities or options or rights related to such convertible or exchangeable securities, as the case may be, been made upon the basis of the issuance of only the number of shares of Common Stock actually issued upon the exercise of such options or rights, upon the conversion or exchange of such convertible or exchangeable securities or upon the exercise of the options or rights related to such convertible or exchangeable securities, as the case may be.

(iv) If the number of shares of Common Stock outstanding at any time after the date hereof is increased by a stock dividend payable in shares of Common Stock or by a subdivision or split-up of shares of Common Stock, then, on the date such payment is made or such change is effective, the Conversion Price of a series of Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on conversion of any shares of such series of Preferred Stock shall be increased in proportion to such increase of outstanding shares of Common Stock.

(v) If the number of shares of Common Stock outstanding at any time after the date hereof is decreased by a combination of the outstanding shares of Common Stock, then, on the effective date of such combination, the Conversion Price of a series of Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on conversion of any shares of a series of Preferred Stock shall be decreased in proportion to such decrease in outstanding shares of Common Stock.

(vi) In case, at any time after the date hereof, of any capital reorganization (other than a reorganization covered by paragraph 2(b) above), or any reclassification of the stock of the Corporation (other than as a result of a stock dividend or subdivision, split-up or combination of shares

of stock), the shares of a series of Preferred Stock shall, after such capital reorganization or reclassification, be convertible into the kind and number of shares of stock or other securities or property of the Corporation or otherwise to which such holder would have been entitled if immediately prior to such capital reorganization or reclassification he had converted his shares of such series of Preferred Stock into Common Stock. The provisions of this clause
(vi) shall similarly apply to successive reorganizations and reclassifications of the type described in the first sentence of this section 4(e)(vi).

(vii) All calculations under this paragraph 4 shall be made to the nearest cent or to the nearest one hundredth (1/100) of a share of stock, as the case may be.

(viii) For the purpose of any computation pursuant to this paragraph 4(e), the "Current Market Price" at any date of one share of Common Stock, shall be deemed to be the average of the highest reported bid and the lowest reported offer prices on the preceding business day as furnished by the National Quotation Bureau, Incorporated (or equivalent recognized source of quotations) or the closing sale price, if reported; provided, however, that if the Common Stock is not traded in such manner that the quotations referred to in this clause (viii) are available for the period required hereunder, Current Market Price shall be determined in good faith by the board of directors of the Corporation, but if challenged by the holders of more than 50% of the outstanding shares of Preferred Stock, then as determined by an independent appraiser selected by the board of directors of the Corporation, the cost of such appraisal to be borne by the challenging parties.

(f) Minimal Adjustments. No adjustment in the Conversion Price need be made if such adjustment would result in a change in the Conversion Price of less than $0.01. Any adjustment of less than $0.01 which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of $0.01 or more in the Conversion Price.

(g) No Impairment. The Corporation will not through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Corporation, but will at all times in good faith assist in the carrying out of all the provisions of this paragraph 4 and in the taking of all such action as may be necessary or appropriate in order to protect the Conversion Rights of the holders of Preferred Stock against impairment.

(h) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Rate pursuant to this paragraph 4, the Corporation at its expense shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Stock a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request at any time of any holder of Preferred Stock, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Conversion Rate of such series of Preferred Stock at the time in effect, and (iii) the number of shares of Common Stock

and the amount, if any, of other property which at the time would be received upon the conversion of such holder's shares of Preferred Stock.

(i) Notices of Record Date. In the event of any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution (including any distribution under section 2(b) above), any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property or to receive any right, the Corporation shall mail to each holder of Preferred Stock at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken for the purpose of such dividend or distribution or right, and the amount and character of such dividend, distribution or right.

(j) Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of effecting the conversion of the shares of Preferred Stock such number of its shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares of stock as shall be sufficient for such purpose.

(k) Notices. Any notice required by the provisions of this paragraph 4 to be given to the holder of shares of Preferred Stock shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at such holder's address appearing on the books of the Corporation.

(l) Reissuance of Converted Shares. No shares of Preferred Stock which have been converted into Common Stock after the original issuance thereof shall ever again be reissued and all such shares of Preferred Stock so converted shall upon such conversion cease to be a part of the authorized shares of stock of the Corporation.

5. Protective Provisions.

(a) Preferred Stock. In addition to any other class vote that may be required by law, so long as any of the Preferred Stock shall be outstanding the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Preferred Stock, voting together as a single class:

(i) Change of Rights. Materially and adversely alter or change the rights, preferences or privileges of the Preferred Stock;

(ii) Create a New Class. Create, or obligate itself to create, any new class or series of shares of stock having preferences over or being on a parity with any outstanding shares of

Preferred Stock as to dividends, assets, liquidation preferences, conversion rights or voting rights or being otherwise superior to or on a parity with any such preference or priority of any outstanding shares of Preferred Stock, or authorize or issue shares of stock of any class or series (or any bonds, debentures, notes or other obligations convertible into or exchangeable for, or having option rights to purchase, any shares of stock of this Corporation) having any such preference or priority or being otherwise superior to or being on a parity with any such preference or priority; or

(iii) merge or consolidate with any other Corporation or sell, lease, or convey substantially all of the assets of the corporation or otherwise effect a recapitalization or reorganization of the Corporation.

VI

1. Limitation of Directors' Liability. The liability of the directors of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under the laws of the State of Delaware.

2. Indemnification of Corporate Agents. This Corporation is authorized to indemnify the directors and officers of the Corporation to the fullest extent permissible under the laws of the State of Delaware.

3. Repeal or Modification. Any repeal or modification of the foregoing provisions of this Section VI shall not adversely affect any right of indemnification or limitation of liability of an agent of this Corporation relating to acts or omissions occurring prior to such repeal or modification.

VII

The Corporation is to have perpetual existence.

VIII

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation.

IX

The number of directors which will constitute the whole Board of Directors of the Corporation shall be as specified in the bylaws of the Corporation.

X

The election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

XI

Meeting of stockholders may be held within or without the State of Delaware, as the bylaws may provide. The books of the Corporation may be kept (subject to any provisions contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the bylaws of the Corporation.

XII

Advance notice of new business and stockholder nomination for the election of directors shall be given in the manner and to the extent provided in the bylaws of the Corporation.

XIII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

EXHIBIT B

EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES

SCHEDULE OF EXCEPTIONS

This Schedule of Exceptions, dated as of October 21, 1996, is made and given pursuant to Section 3 of the SpectRx, Inc. Series C Preferred Stock Purchase Agreement dated October 21, 1996 (the "Agreement"). The Section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number under this Agreement where such disclosure would be appropriate. Any terms defined in the Agreement shall have the same meaning when used in this Schedule of Exceptions as when used in the Agreement unless the context otherwise requires.

3.3 Subsidiaries. The Company is currently in the process of forming a subsidiary (the "Subsidiary") for the purpose of commercializing certain technology of the Company. The Company intends to own approximately 65% of the Subsidiary, and the remaining stock of the Subsidiary will be owned by the Subsidiary's management.

3.4 Capitalization. One of the warrants outstanding as of the Closing, for the purchase of up to 824,000 shares of Common Stock, is not currently exercisable and will only become exercisable upon the occurrence of certain events as specified in the warrant.

3.7 Agreements; Action.

- The Company has entered into an agreement with one of its officers, Jonathon Eppstein, Vice President of Research and Development (the "Officer"), and two corporations controlled by the Officer, pursuant to which the Company received a license to certain technology owned by the Officer's corporations. In return, the Company paid a license fee, agreed to pay a royalty and issued a warrant to the corporations which, upon the occurrence of certain events, will become exercisable.

- Mark Samuels and Keith Ignotz, the Company's chief executive officer and chioef operating officer, respectively, purchased shares of Common Stock of the Company and paid for such shares by delivering a promissory note to the Company. The aggregate amount owed under the notes was approximately $48,525 as of the Closing.

- The Company has entered into a development and licensing agreement with Boehringer Mannheim Corporation.

- The Company has entered into a development and licensing agreement with Healthdyne Technologies.

- The Company has entered into a development and licensing agreement with Teijin Limited.

- The Company has entered into a licensing agreement with Joseph R. Lakowicz.

- The Company has entered into a licensing agreement with M.D.
Andersen Cancer Center, University of Texas.

- The Company has entered into a licensing agreement with Georgia Institute of Technology.

3.10 Litigation, etc. The Company has received a demand notice for payment of a $20,000 license fee due under an expired license from Martin Marietta Energy Systems. The Company is presently in the process of negotiating a resolution of this dispute.

3.16 Patents and Trademarks

The Company purchased all of the technology and other intellectual property, relating to non-invasive means of diagnosing disease through the use of fluorescence spectroscopy, of Laser Atlanta Optics, Inc.

EXHIBIT C

PROPRIETARY INFORMATION AGREEMENT

SPECTRX, INC.

EMPLOYEE PROPRIETARY INFORMATION AGREEMENT

As a condition of my employment with Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together the "COMPANY"), and in consideration of my employment with the Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the following:

1. At-Will Employment. I understand and acknowledge that my employment with the Company is for an unspecified duration and constitutes "at-will" employment. I acknowledge that this employment relationship may be terminated at any time, with or without good cause or for any or no cause, at the option either of the Company or myself, with or without notice.

2. Confidential Information.

(a) Company Information. I agree at all times during the term of my employment and thereafter, to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose to any person, firm or corporation without written authorization of the Board of Directors of the Company, any Confidential Information of the Company. I understand that "CONFIDENTIAL INFORMATION" means any Company proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers (including, but not limited to, customers of the Company on whom I called or with whom I became acquainted during the term of my employment), markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed to me by the Company either directly or indirectly, in writing, orally, by drawings, or by observation of parts or equipment. I further understand that Confidential Information does not include any of the foregoing items which has become publicly known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved.

(b) Former Employer Information. I agree that I will not, during my employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former or concurrent employer or other person or entity and that I will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

(c) Third Party Information. I recognize that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. I agree to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out my work for the Company consistent with the Company's agreement with such third party.

3. Inventions.

(a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list describing all inventions, original works of authorship, developments, improvements, and trade secrets which were made by me prior to my employment with the Company, which belong to me, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder (collectively referred to as "Prior Inventions"); or, if no such list is attached, I represent that there are no such Prior Inventions. If in the course of my employment with the Company, I incorporate into any invention, improvement, development, product, copyrightable material or trade secret any invention, improvement, development, concept, discovery or other proprietary information owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such product, process or machine.

(b) Assignment of Inventions. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements or trade secrets,

whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the employ of the Company (collectively referred to as "INVENTIONS"), except as provided in Section 3(f) below. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my employment with the Company and which are protectible by copyright are "works made for hire," as that term is defined in the United States Copyright Act.

(c) Inventions Assigned to the United States. I agree to assign to the United States government all my right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

(d) Maintenance of Records. I agree to keep and maintain adequate and current written records of all Inventions made by me (solely or jointly with others) during the term of my employment with the Company. The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company. The records will be available to and remain the sole property of the Company at all times.

(e) Patent and Copyright Registrations. I agree to assist the Company, or its designee, at the Company's expense, in every proper way to secure the Company's rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by me.

(f) Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies under the provisions of Exhibit B attached hereto. I will advise the Company promptly in writing of any inventions that I believe meet the criteria of Exhibit B.

4. Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation, consulting or other business activity directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage in any other activities that conflict with my obligations to the Company.

5. Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my employment with the Company or otherwise belonging to the Company, its successors or assigns. In the event of the termination of my employment, I agree to sign and deliver the "TERMINATION CERTIFICATION" attached hereto as Exhibit C.

6. Notification to New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new employer about my rights and obligations under this Agreement.

7. Solicitation of Employees. I agree that for a period of twelve
(12) months immediately following the termination of my relationship with the Company for any reason, whether with or without cause, I shall not either directly or indirectly solicit,

induce, recruit or encourage any of the Company's employees to leave their employment, or take away such employees, or attempt to solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for any other person or entity.

8. Representations. I agree to execute any proper oath or verify any proper document required to carry out the terms of this Agreement. I represent that my performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into, and I agree I will not enter into, any oral or written agreement in conflict herewith.

9. Arbitration and Equitable Relief.

(a) Arbitration. Except as provided in Section 9(b) below, I agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Norcross, Georgia in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgement may be entered on the arbitrator's decision in any court having jurisdiction. The Company and I shall each pay one-half of the costs and expenses of such arbitration, and each of us shall separately pay our counsel fees and expenses.

(b) Equitable Remedies. I agree that it would be impossible or inadequate to measure and calculate the Company's damages from any breach of the covenants set forth in Sections 2, 3, and 5 herein. Accordingly, I agree that if I breach any of such Sections, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of this Agreement. I further agree that no bond or other security shall be required in obtaining such equitable relief and I hereby consent to the issuance of such injunction and to the ordering of specific performance.

10. General Provisions

(a) Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the laws of the State of Georgia. I hereby expressly consent to the personal jurisdiction of the state and federal courts located in Georgia for any lawsuit filed there against me by the Company arising from or relating to this Agreement.

(b) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

(c) Severability. If one or more of the provisions in this Agreement are deemed void by law, then the remaining provisions will continue in full force and effect.

(d) Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Company. Subject to the foregoing sentence, this Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for the benefit of the Company, its successors, and its assigns.

                                                          Identifying
                                                           Number of
Title                           Date                   Brief Description
-----                           ----                   -----------------

__ No inventions or improvements

__ Additional Sheets Attached

Signature of Employee: ___________________________

(Name)

Date: _______________________

EXHIBIT B

EXCEPTION TO ASSIGNMENTS

The assignment provisions shall not apply to an invention that the employee developed entirely on his or her own time without using the employer's equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer's business, or actual or demonstrably anticipated research or development of the employer.

(2) Result from any work performed by the employee for the employer.

EXHIBIT C

SPECTRX, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items belonging to Spectrx, Inc., its subsidiaries, affiliates, successors or assigns (together, the "COMPANY").

I further certify that I have complied with all the terms of the Company's Employee Proprietary Information Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein), conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Employee Proprietary Information Agreement, I will preserve as confidential all trade secrets, confidential knowledge, data or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, data bases, other original works of authorship, customer lists, business plans, financial information or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants or licensees.

I further agree that for twelve (12) months from this date, I will not hire any employees of the Company and I will not solicit, induce, recruit or encourage any of the Company's employees to leave their employment.

EXHIBIT D

AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT

EXHIBIT D

SPECTRX, INC.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This Amended and Restated Registration Rights Agreement (the "Agreement") amends and restates the Prior Registration Rights Agreement (as defined in Section 1 hereof) and is effective as of October __, 1996 by and among SpectRx, Inc., a Delaware corporation (the "Company"), the holders of Registrable Securities (as such term is defined in the Prior Registration Rights Agreement) and the purchaser of the Company's Series C Preferred Stock.

NOW THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement and in the agreements pursuant to which the holders of Registrable Securities acquired their Registrable Securities in the Company, the parties hereby agree as follows:

1. Amendment of Prior Registration Rights Agreements. This Agreement amends and restates the Prior Registration Rights Agreement in its entirety. Such amendment and restatement is effective upon the execution of this Agreement by the holders of at least a majority of the Registrable Securities (as such term is defined in the Prior Registration Rights Agreement) outstanding as of the date of this Agreement. For purposes of this Agreement, the term "Prior Registration Rights Agreement" shall mean that certain Amended and Restated Registration Rights Agreement dated August 30, 1996.

2. Certain Definitions. As used in this Agreement, the following terms shall have the following respective meanings:

"Act" shall mean the Securities Act of 1933, as amended.

"Commission" shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Act.

"Holder" shall mean any person owning or having the right to acquire Registrable Securities and any person holding Registrable Securities to whom the rights under this Agreement have been transferred in accordance with paragraph 11 hereof.

"Initiating Holders" shall mean any Holders who in the aggregate possess more than 50% of the Registrable Securities.

"Register," "registered" and "registration" shall refer to a registration effected by preparing and filing a registration statement in compliance with the Act, and the declaration or ordering of the effectiveness of such registration statement.

"Registrable Securities" shall mean (i) the Common Stock issuable or issued upon conversion of the Series A Preferred Stock, (ii) the Common Stock issuable or issued upon conversion of the Series A1 Preferred Stock, (iii) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated April 6, 1994, (iv) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated April 29, 1994, (v) the Common Stock issuable upon conversion of the Series A Preferred Stock issuable or issued upon exercise of certain warrants issued pursuant to the Note and Warrant Purchase Agreement dated June 15, 1994, (vi) the Common Stock issuable or issued upon conversion of the Series B Preferred Stock, (vii) the Common Stock issuable or issued upon conversion of the Series B1 Preferred Stock, (viii) the Common Stock issuable or issued upon conversion of the Series C Preferred Stock, (ix) the Common Stock issuable or issued upon conversion of the Series C1 Preferred Stock, and (x) any Common Stock or other securities issued or issuable with respect to such Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock, Series C1 Preferred Stock, or Common Stock upon any stock split, stock dividend, recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to such Series A Preferred Stock, Series A1 Preferred Stock, Series B Preferred Stock, Series B1 Preferred Stock, Series C Preferred Stock, Series C1 Preferred Stock, or Common Stock; provided, however, that shares of Common Stock or other securities shall only be treated as Registrable Securities if and so long as they have not been (i) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction or (ii) sold by a person in a transaction in which their rights under this Agreement are not assigned.

"Registration Expenses" shall mean all expenses, except Selling Expenses as otherwise stated below, incurred by the Company in complying with paragraphs 3, 4 and 5 hereof, including, without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be paid in any event by the Company).

"Selling Expenses" shall mean all underwriting discounts, selling commissions, stock transfer taxes applicable to the securities registered by the Holders, and any fees and expenses of special counsel of a selling stockholder.

3. Requested Registration.

(a) Request for Registration. In case the Company shall receive from Initiating Holders a written request that the Company effect any registration, qualification or compliance with respect to at least 80% of the shares of Registrable Securities held by them (or any lesser number of shares of Registrable Securities having an expected aggregate offering price, net of underwriting discounts and commissions, greater than $7,500,000), the Company will:

(i) promptly give written notice of the proposed registration, qualification or compliance to all other Holders; and

(ii) as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by the Company within 20 days after receipt of such written notice from the Company.

Provided, however, that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this paragraph 3:

(1) In any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act;

(2) Prior to the earlier of (i) September 1, 1998 or (ii) six months after the effective date of the Company's first registered public offering of its stock;

(3) During the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date three (3) months immediately following the effective date of, any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective;

(4) After the Company has effected two such registrations pursuant to this paragraph 3(a), and such registrations have been declared or ordered effective; or

(5) If the Company shall furnish to such Holders a certificate signed by the President of the Company that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed at such time, then the Company's obligation to use its best efforts to register, qualify or comply under this paragraph 3 shall be deferred for a period not to exceed 90 days from the date of receipt of written request from the Initiating Holders, provided, however, that the Company may not make such certification more than once every calendar year.

Subject to the foregoing clauses (1) through (5), the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable,

after receipt of the request or requests of the Initiating Holders and in any event within one hundred eighty (180) days after receipt of such request.

(b) Underwriting. In the event that a registration pursuant to this paragraph 3 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as part of the notice given pursuant to paragraph 3(a)(i). In such event, the right of any Holder to such registration shall be conditioned upon such Holder's participation in the underwriting arrangements required by this paragraph 3, and the inclusion of such Holder's Registrable Securities in the underwriting to the extent requested shall be limited to the extent provided herein.

The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Initiating Holders, but subject to the Company's reasonable approval. Notwithstanding any other provision of this paragraph 3, if the managing underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Company shall so advise all holders of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders thereof (except those Holders who have indicated to the Company their decision not to distribute any of their Registrable Securities through such underwriting) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holders at the time of filing the registration statement, provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest 100 shares.

If any Holder of Registrable Securities disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holders. The Registrable Securities and/or other securities so withdrawn shall also be withdrawn from registration, and such Registrable Securities shall not be transferred in a public distribution prior to 90 days after the effective date of such registration, or such other shorter period of time as the underwriters may require.

4. Company Registration.

(a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than
(i) in connection with the Company's initial public offering, (ii) a registration relating solely to employee benefit plans, or (iii) a registration relating solely to a Commission Rule 145 transaction, the Company will:

(i) promptly give to each Holder written notice thereof; and

(ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within 20 days after receipt of such written notice from the Company, by any Holder.

(b) Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to paragraph 4(a)(i). In such event the right of any Holder to registration pursuant to this paragraph 4 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company.

Notwithstanding any other provision of this paragraph 4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the Registrable Securities or other securities to be included in such registration or exclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such holders at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or holder to the nearest 100 shares.

If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

(c) Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this paragraph 4 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

5. Registration on Form S-3.

(a) If any Holder or Holders request that the Company file a registration statement on Form S-3 (or any successor form to Form S-3) for a public offering of shares of the Registrable Securities the reasonably anticipated aggregate price to the public of which, net of underwriting

discounts and commissions, would exceed $500,000, and the Company is a registrant entitled to use Form S-3 to register the Registrable Securities for such an offering, the Company shall use its best efforts to cause such Registrable Securities to be registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, however, that the Company shall not be required to effect more than one registration pursuant to this paragraph 5 in any calendar year. The substantive provisions of paragraph 4(b) shall be applicable to each registration under this paragraph 5.

(b) Notwithstanding the foregoing, the Company shall not be obligated to take any action pursuant to this paragraph 5: (i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Act; (ii) if the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the filing of a registration statement with the Commission within ninety (90) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction, an offering solely to employees or any other registration which is not appropriate for the registration of Registrable Securities); (iii) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the date six
(6) months immediately following, the effective date of any registration statement pertaining to securities of the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; or
(iv) if the Company shall furnish to such Holder a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for registration statements to be filed at such time, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 90 days from the receipt of the request to file such registration by such Holder provided that the Company may not make such certification more than once every calendar year.

6. Expenses of Registration. All Registration Expenses (exclusive of underwriting discounts and commissions or fees of special counsel for a selling Holder) incurred in connection with (i) two registrations pursuant to paragraph 3 and (ii) all registrations pursuant to paragraphs 4 and 5 shall be borne by the Company.

7. Registration Procedures. In the case of each registration, qualification or compliance effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration, qualification and compliance and as to the completion thereof. At its expense the Company will:

(a) Prepare and file with the Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least one hundred and twenty (120) days or until the distribution described in the Registration Statement has been completed;

(b) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering. Each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent accountants of the Company, in form and substance as is customarily given by independent accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

8. Indemnification.

(a) The Company will indemnify each Holder, each of its officers and directors and partners, and each person controlling such Holder within the meaning of Section 15 of the Act, with respect to which registration, qualification or compliance has been effected pursuant to this

Agreement, and each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of any federal, state or common law rule or regulation applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse each such Holder, each of its officers and directors, and each person controlling such Holder, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder, controlling person or underwriter and stated to be specifically for use therein.

(b) Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Act, and each other such Holder, each of its officers and directors and each person controlling such Holder within the meaning of Section 15 of the Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by such Holder and stated to be specifically for use therein. Notwithstanding the foregoing, the liability of each Holder under this subsection (b) shall be limited in an amount equal to the public offering price of the shares sold by such Holder, unless such liability arises out of or is based on willful conduct by such Holder.

(c) Each party entitled to indemnification under this paragraph 8 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may

be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party's expense, provided, however, that the Indemnifying Party shall bear the expense of independent counsel for the Indemnified Party if the Indemnified Party reasonably determines that representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party's ability to defend such action and provided further, that the Indemnifying Party shall not assume the defense for matters as to which there is a conflict of interest or separate and different defenses. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

9. Information by Holder. The Holder or Holders of Registrable Securities included in any registration shall furnish to the Company such information regarding such Holder or Holders, the Registrable Securities held by them and the distribution proposed by such Holder or Holders as the Company may request in writing and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement.

10. Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, after such time as a public market exists for the Common Stock of the Company, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Act, at all times after the effective date that the Company becomes subject to the reporting requirements of the Act or the Securities Exchange Act of 1934, as amended.

(b) Use its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the Act and the Securities Exchange Act of 1934, as amended (at any time after it has become subject to such reporting requirements);

(c) So long as a Holder owns any Registrable Securities to furnish to the Holder forthwith upon request a written statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company for an offering of its securities to the general public), and of the Act and the Securities Exchange Act of 1934 (at any time after it has become subject to such reporting requirements), a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company and other information in the possession of or reasonably obtainable by the Company as a Holder may reasonably request in availing itself of any

rule or regulation of the Commission allowing a Holder to sell any such securities without registration.

11. Transfer of Registration Rights. The rights to cause the Company to register securities granted Holders under paragraphs 3, 4 and 5 may be assigned to a transferee or assignee in connection with any transfer or assignment of Registrable Securities by a Holder provided that: (i) such transfer may otherwise be effected in accordance with applicable securities laws, and (ii) such assignee or transferee acquires at least 400,000 shares of Registrable Securities. Notwithstanding the foregoing, the rights to cause the Company to register securities may be assigned, in connection with a distribution by such Holder, to any parent or subsidiary company or to any partner, former partner, or the estate of any such partner without compliance with item (ii) above, provided written notice thereof is promptly given to the Company.

12. Standoff Agreement. Each Holder agrees, in connection with the Company's initial public offering of the Company's securities that, upon request of the Company or the underwriters managing any underwritten offering of the Company's securities, not to sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Common Stock of the Company (other than those included in the registration) without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) from the effective date of such registration as may be requested by the underwriters, provided that the officers and directors of the Company enter into similar agreements.

13. Termination of Registration Rights. All rights of the Holders under this Agreement shall terminate four (4) years from the date of the Company's initial public offering.

14. Amendment of Registration Rights. Any provision of the Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the holders of a majority of the Registrable Securities then outstanding. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable Securities then outstanding, each future holder of all such Registrable Securities, and the Company.

15. Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the then outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under paragraph 3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of his securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration which could result in such registration statement being declared effective prior to the earlier of either of the dates set forth in subparagraph 3(a)(ii)(2) or within one hundred twenty (120) days of the effective date of any registration effected pursuant to paragraph 3.

16. Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the parties hereto and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided herein.

17. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Delaware as such laws are applied to agreements between Delaware residents entered into and to be performed entirely within Delaware.

18. Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

19. Notices, etc. All notices and other communications required or permitted hereunder shall be effective upon receipt and shall be in writing and may be delivered in person, by telecopy, electronic mail, overnight delivery service or U.S. mail, in which event it may be mailed by first-class, certified or registered, postage prepaid, addressed (a) if to a Holder, at such Holder's address set forth at the end of this Agreement, or at such other address as such Holder shall have furnished the Company in writing, or, until any such holder so furnishes an address to the Company, then to and at the address of the last holder of such shares who has so furnished an address to the Company, or (b) if to the Company, at its address set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Holders and each such other holder in writing.

20. Severability. Any invalidity, illegality or limitation on the enforceability of the Agreement or any part thereof, by any Holder whether arising by reason of the law of the respective Holder's domicile or otherwise, shall in no way affect or impair the validity, legality or enforceability of this Agreement with respect to other Holders. If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

21. Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

22. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

23. Delays or Omissions. It is agreed that no delay or omission to exercise any right, power or remedy accruing to the Holders, upon any breach or default of the Company under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach or default, or any acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character by a Holder of any breach or default under this

Agreement, or any waiver by a Holder of any provisions or conditions of this Agreement must be in writing and shall be effective only to the extent specifically set forth in writing and that all remedies, either under this Agreement, or by law or otherwise afforded to a Holder, shall be cumulative and not alternative.

24. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first written above.

COMPANY:                            SPECTRX, INC.


                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------

INVESTORS:                          HILLMAN MEDICAL VENTURES 1993 L.P.,
                                     a Delaware limited partnership

                                    By:  Hillman/Dover Limited
                                         Partnership, general partner

                                    By:  Wilmington Securities, Inc., its
                                         sole general partner

                                    By:
                                       ---------------------------------------
                                    Title:
                                          ------------------------------------


                                    NORO-MOSELEY PARTNERS II, L.P., a
                                     Georgia limited partnership

                                    By:  Moseley & Company, II,
                                         general partner


                                    By:
                                       ---------------------------------------
                                        Jack R. Kelly Jr.
                                    Title: General Partner

HILLMAN MEDICAL VENTURES 1994 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

HILLMAN MEDICAL VENTURES 1995 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

HILLMAN MEDICAL VENTURES 1996 L.P.,
a Delaware limited partnership

By: Hillman/Dover Limited
Partnership, general partner

By: Wilmington Securities, Inc., its
sole general partner

BBOTT LABORATORIES,
an Illinois corporation

PMM, INC.

The Gavin Herbert, Inc. Successor Trust

POWERVISION, INC.

EXHIBIT E

LEGAL OPINION

October 21, 1996

To Abbott Laboratories

Ladies and Gentlemen:

Reference is made to the Series C Preferred Stock Purchase Agreement, dated as of October __, 1996 (the "Agreement"), complete with all listed exhibits thereto, by and among SpectRx, Inc., a Delaware corporation (the "Company"), and Abbott Laboratories, an Illinois corporation (the "Purchaser"), which provides for the issuance by the Company to the Purchaser of shares of Series C Preferred Stock of the Company (the "Series C Shares"). This opinion is rendered to you pursuant to Section 5.3 of the Agreement, and all terms used herein have the meanings defined for them in the Agreement unless otherwise defined herein.

We have acted as counsel for the Company in connection with the negotiation of the Agreement and the issuance of the Series C Shares. As such counsel, we have made such legal and factual examinations and inquiries as we have deemed advisable or necessary for the purpose of rendering this opinion. In addition, we have examined originals or copies of such corporate records of the Company, certificates of public officials and such other documents which we consider necessary or advisable for the purpose of rendering this opinion. In such examination we have assumed the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to original documents of all copies submitted to us and the due execution and delivery of all documents (except as to due execution and delivery by the Company) where due execution and delivery are a prerequisite to the effectiveness thereof.

As used in this opinion, the expression "to our knowledge," "known to us" or similar language with reference to matters of fact means that, after an examination of documents made available to us by the Company, and after inquiries of officers of the Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. Further, the expression "to our knowledge", "known to us" or similar language with reference to matters of fact refers to the current actual knowledge of the attorneys of this firm who have worked on matters for the Company solely in connection with the Agreement and the transactions contemplated thereby. Except to the extent expressly set forth herein or as we otherwise believe to be necessary to our opinion, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below.

For purposes of this opinion, we are assuming that you have all requisite power and authority, and have taken any and all necessary corporate or partnership action, to execute and deliver the Agreement, and we are assuming that the representations and warranties made by the Purchaser in the

Agreement and pursuant thereto are true and correct. We are also assuming that the Purchaser has purchased the Series C Shares for value, in good faith and without notice of any adverse claims within the meaning of the California Uniform Commercial Code.

The opinions hereinafter expressed are subject to the following qualifications:

(a) We express no opinion as to the effect of applicable bankruptcy, insolvency, reorganization, moratorium or other similar federal or state laws affecting the rights of creditors;

(b) We express no opinion as to the effect of rules of law governing specific performance, injunctive relief or other equitable remedies (regardless of whether any such remedy is considered in a proceeding at law or in equity);

(c) We express no opinion as to compliance with the anti-fraud provisions of applicable securities laws;

(d) We express no opinion as to the enforceability of the indemnification provisions of Section 7 of the Registration Rights Agreement to the extent the provisions thereof may be subject to limitations of public policy and the effect of applicable statutes and judicial decisions;

(e) We are members of the Bar of the State of California and, except as set forth in paragraph 7 below with respect to the securities laws of other states, we express no opinion as to any matter relating to the laws of any jurisdiction other than the federal laws of the United States of America and the laws of the State of California. To the extent this opinion addresses applicable securities laws of states other than the State of California, we have not retained nor relied on the opinion of counsel admitted to the bar of such states, but rather have relied on compilations of the securities laws of such states contained in reporting services presently available to us.

Based upon and subject to the foregoing, and except as set forth in the Schedule of Exceptions to the Agreement, we are of the opinion that:

1. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite corporate power to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is qualified to do business as a foreign corporation in the State of Georgia.

2. The Company has all requisite legal and corporate power to execute and deliver the Agreement, to sell and issue the Series C Shares thereunder, to issue the Common Stock issuable upon conversion of the Series C Shares and to carry out and perform its obligations under the terms of the Agreement.

3. The authorized capital stock of the Company consists of 15,000,000 shares of Common, 2,083,500 shares of which are issued and outstanding, 3,560,000 shares of Series A Preferred of which

3,103,784 shares are issued and outstanding, 3,560,000 shares of Series A1 Preferred none of which are issued and outstanding, 1,375,000 shares of Series B Preferred of which 1,172,071 shares of Series B Preferred issued and outstanding, and 1,375,000 shares of Series B1 Preferred none of which are issued and outstanding, 500,000 shares of Series C Preferred of which 500,000 shares of Series C Preferred are to be issued and outstanding, and 500,000 shares of Series C1 Preferred none of which are issued and outstanding . There are also options outstanding to purchase an aggregate of 458,351 shares of Common Stock and warrants to purchase an aggregate of 1,268,643 shares of Common Stock and 360,000 shares of Series A Preferred Stock. All such issued and outstanding shares of Preferred Stock and Common Stock have been duly authorized and validly issued and are fully paid and nonassessable and free of any preemptive or similar rights contained in the Certificate of Incorporation or Bylaws of the Company or, to our knowledge, in any agreement to which the Company is a party. The Common Stock issuable upon conversion of the Series C Shares has been duly and validly reserved, and when issued in accordance with the Company's Certificate of Incorporation will be validly issued, fully paid and nonassessable. The Series C Shares issued under the Agreement will be validly issued, fully paid and nonassessable and free of any liens, encumbrances and preemptive or similar rights contained in the Certificate of Incorporation or Bylaws of the Company, or, to our knowledge, in any agreement by which the Company is a party, except as specifically provided in the Agreement and in that certain Series A Preferred Stock Purchase Agreement dated as of February 5, 1993; provided, however, that the Series C Shares (and the Common Stock issuable upon conversion thereof) may be subject to restrictions on transfer under state and/or federal securities laws as set forth in the Agreement. To our knowledge, except for rights described in the Agreement and the Certificate of Incorporation, there are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of capital stock or other securities of the Company, or any other agreements to issue any such securities or rights.

4. All corporate action on the part of the Company, its directors and stockholders necessary for the authorization, execution and delivery of the Agreement by the Company, the authorization, sale, issuance and delivery of the Series C Shares (and the Common Stock issuable upon conversion thereof) and the performance of the Company's obligations under the Agreement has been taken. The Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

5. The execution, delivery and performance of and compliance with the terms of the Agreement, and the issuance of the Series C Shares (and the Common Stock issuable upon conversion thereof), do not violate any provision of the Certificate of Incorporation or Bylaws, or, to our knowledge, any provision of any applicable federal or state law, rule or regulation. To our knowledge, the execution, delivery and performance of and compliance with the Agreement, and the issuance of the Series C Shares (and the Common Stock issuable upon conversion thereof) do not violate, or constitute a default under, any material contract, agreement, instrument, judgment or decree binding upon the Company.

6. Except as identified in the Agreement, to our knowledge, there are no actions, suits, proceedings or investigations pending against the Company or its properties before any court or governmental agency (nor, to our knowledge, has the Company received any written threat thereof), which, either in any case or in the aggregate, are likely to result in any material adverse change in the

business or financial condition of the Company or any of its properties, or in any material impairment of the right or ability of the Company to carry on its business as now conducted, or which questions the validity of the Agreement or any action taken or to be taken by the Company in connection therewith.

7. No consent, approval or authorization of or designation, declaration or filing with any governmental authority on the part of the Company is required in connection with the valid execution and delivery of the Agreement, or the offer, sale or issuance of the Series C Shares (and the Common Stock issuable upon conversion thereof) or the consummation of any other transaction contemplated by the Agreement, except (a) filing of the Amended and Restated Certificate of Incorporation in the Office of the Secretary of State of the State of Delaware, and (b) qualification (or taking such action as may be necessary to secure an exemption from qualification, if available) under the Delaware General Corporation Law and other applicable blue sky laws (but excluding jurisdictions outside of the United States) of the offer and sale of the Series C Shares (and the Common Stock issuable upon conversion thereof) and the modification of rights of shareholders contemplated by the Agreement. The filing referred to in clause (a) above has been accomplished and is effective. Our opinion herein is otherwise subject to the timely and proper completion of all filings and other actions contemplated herein where such filings and actions are to be undertaken on or after the date hereof.

8. Subject to the accuracy of the Purchasers' Representations and Warranties in Section 4 of the Agreement and their responses (if any) to the Company's inquiries, we are of the opinion that the offer, sale and issuance of the Series C Shares in conformity with the terms of the Agreement constitute transactions exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended.

This opinion is furnished to the Purchasers solely for their benefit in connection with the purchase of the Series C Shares, and may not be relied upon by any other person or for any other purpose without our prior written consent.

Very truly yours,

WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation

EXHIBIT F

LICENSE AGREEMENT

OMITTED

(PLEASE SEE EXHIBIT 10.23 BELOW)

EXHIBIT 10.7

SPECTRX, INC.

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made this 30th day of June, 1994 at Norcross, Georgia, between SpectRx, Inc., a Delaware corporation (the "Company"), and Mark Samuels (the "Purchaser").

WHEREAS the Purchaser is an employee or consultant of the Company and the Purchaser's continued participation is considered by the Company to be important for the Company's continued growth; and

WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Company is willing to sell to the Purchaser and the Purchaser desires to purchase shares of Common Stock according to the terms and conditions contained in the 1993 Incentive Stock Plan (the "Plan") and herein.

THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase an aggregate of 184,395 shares of the Company's Common Stock (the "Shares"), at the price of $0.15 per share for an aggregate purchase price of $27,659.25.

2. Payment of Purchase Price.

(a) The purchase price for the Shares may be paid by delivery to the Company at the time of execution of this Agreement of a check or a duly executed full recourse promissory note (the "Note") in the form attached hereto as Exhibit A.

(b) With respect to the Note, the parties agree to the following:

(1) The Note shall become payable in full upon termination or cessation of the Purchaser's employment with or services to the Company for any reason.

(2) The Purchaser shall deliver to an escrow holder designated by the Company (the "Escrow Holder") all certificates representing the Shares and an executed blank stock assignment for use in transferring all or a portion of said Shares to the Company

if, as and when required under this Section 2(b) or under any other provision of this Agreement including Section 3.

(3) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Shares.

(4) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Shares. The parties acknowledge that, prior to the establishment of a public market for the Shares of the Company, the securities laws applicable to the sale of the Shares make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Shares by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws.

(5) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the Delaware Commercial Code, including the right to sell the Shares at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order:

(i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company.

(ii) In satisfaction of the remaining indebtedness under the Note.

(iii) To the Purchaser, any remaining proceeds.

(6) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Shares in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment, and the executed original of the Note marked "cancelled" by the Company, and the Escrow Holder

shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

3. Repurchase Option.

(a) In the event of any voluntary or involuntary termination of the Purchaser's employment by or services to the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's repurchase option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase all (but not less than all) of the Unreleased Shares (as defined in Section 4) at such time at the original purchase price per share (the "Repurchase Price"). Said option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's option, (i) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(b) Whenever the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement and purchase all or a part of such Shares; provided that if the fair market value of the Shares to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the Repurchase Price of the Shares to be repurchased, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the Repurchase Price of the Shares which such designee or assignee shall have the right to repurchase.

4. Release of Shares From Repurchase Option.

(a) Twenty-five percent (25%) of the Shares shall be released from the Company's repurchase option on January 1, 1994 and one forty-eigth (1/48th) of the Shares shall be released from the Company's repurchase option on the first day of each calendar month thereafter, provided in each case that the Purchaser's employment or services have not been terminated prior to the date of any such release. In no event shall the Shares be released from the Company's repurchase option at a rate less than 20% per year over five years from the date of this Agreement.

(b) Any of the Shares which have not yet been released from the Company's repurchase option are referred to herein as "Unreleased Shares."

(c) The Shares which have been released from the Company's repurchase option shall be delivered to the Purchaser at the Purchaser's request (i) if the portion of the Note with respect to such Shares has been paid (see Section 6) or (ii) so long as the Note continues to be secured by twice the number of shares purchased pursuant to this Agreement.

5. Restriction on Transfer. Except for the pledge and escrow described in Sections 2 and 6 or transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the release of such Shares from the Company's repurchase option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution.

6. Escrow of Shares.

(a) The Shares issued under this Agreement shall be held by the Escrow Holder, along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's option to repurchase such Shares as set forth above. An additional 217,000 shares of the Company's Common Stock which are presently outstanding in the name of the Purchaser shall also be held in escrow as additional security for the Note.

(b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder while acting in good faith in the exercise of the Escrow Holder's own judgment.

(c) If the Company or any assignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(d) When the repurchase option has been exercised or expires unexercised or a portion of the Shares has been released from such repurchase option and provided (i) the Note has been paid in full with respect to such Shares or (ii) so long as the Note continues to be secured by twice the number of shares purchased pursuant to this Agreement, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser.

(e) Subject to the terms hereof, the Purchaser shall have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's repurchase option.

7. Investment Representations; Restrictions on Transfer.

(a) In connection with the purchase of the Shares, the Purchaser represents to the Company the following:

(i) The Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Purchaser is purchasing these Shares for investment for the Purchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

(ii) The Purchaser acknowledges and understands that the Shares constitute "restricted securities" under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and

understands that the Company is under no obligation to register the Shares. The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company.

(iii) The Purchaser is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities to the Purchaser, such issuance will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 7(a)(iii), the Purchaser acknowledges and agrees to the restrictions set forth in paragraph 7(b).

In the event that the Company does not qualify under Rule 701 at the time of issuance of the securities to the Purchaser, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company: (2) the resale occurring not less than two years after the party has purchased, and made full payment for, within the meaning of Rule 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable.

(b) The Purchaser agrees, in connection with the Company's initial underwritten public offering of the Company's

securities, (1) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock of the Company held by the Purchaser (other than those shares included in the registration) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for one hundred eighty (180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of the public offering.

8. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends (in addition to any legends required under applicable state securities laws):

(a) IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE DELAWARE COMMISSIONER OF CORPORATIONS EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

(b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(c) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

9. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

10. Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this

investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986 (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase the Shares and the fair market value of the Shares on the date of this Agreement and (ii) the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase.

THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

11. General Provisions.

(a) This Agreement shall be governed by the laws of the State of Delaware. This Agreement represents the entire agreement between the parties with respect to the purchase of Common Stock by the Purchaser and may only be modified or amended in writing signed by both parties.

(b) Any notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party not sending the notice.

(c) The rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

(d) Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances.

(e) The Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

(g) Purchaser acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, represents that Purchaser is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchase has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Agreement. Purchase hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. Purchaser further agrees to notify the Company upon any change in the residence address indicated below.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

SPECTRX, INC.                   PURCHASER:
a Delaware corporation


By:
   --------------------------   -----------------------------------


Title:
      -----------------------   -----------------------------------
                                (Address)

- -----------------------------   -----------------------------------
(Address)

CONSENT OF SPOUSE

I, ____________________, spouse of Mark Samuels, have read and approve the foregoing Agreement. In consideration of granting of the right to my spouse to purchase shares of SpectRx, Inc., as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws of the State of Delaware or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, 1994

ASSIGNMENT SEPARATE FROM CERTIFICATE

This Stock Assignment may be used only in accordance with the Stock Purchase Agreement between the Company and the undersigned dated ______________, 19__.

Dated: _______________, 19__

Signature:______________________________ Mark Samuels

INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS "REPURCHASE OPTION" SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF THE PURCHASER.

ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayer's gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME:                   :           TAXPAYER:               SPOUSE:

ADDRESS:                :

IDENTIFICATION NO.:     :           TAXPAYER:               SPOUSE:

TAXABLE YEAR: 1994

2. The property with respect to which the election is made is described as follows: 184,395 shares (the "Shares") of the Common Stock of SpectRx, Inc. (the "Company").

3. The date on which the property was transferred is: June 30, 1994.

4. The property is subject to the following restrictions:

The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares over time.

5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $27,659.25

6. The amount (if any) paid for such property is: $27,659.25

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated: _________________________ Taxpayer: ________________________

The undersigned spouse of taxpayer joins in this election.

Dated: __________________________ Taxpayer: ________________________ Spouse of Taxpayer

EXHIBIT A

PROMISSORY NOTE

$27,659.25 June 30, 1994

For value received, the undersigned promises to pay to SpectRx, Inc., a Delaware corporation (the "Company"), or order, at its principal office the principal sum of $27,659.25 with interest thereon at the rate of six percent (6%) per annum on the unpaid balance of the principal sum. Said principal and interest shall be due on June 30, 1999.

Upon any termination of the employment between the undersigned and the Company, this Note shall be immediately due and payable.

Principal payable in lawful money of the United States of America.
THE PRIVILEGE IS RESERVED TO PREPAY ANY PORTION OF THE NOTE AT ANY TIME.

Should suit be commenced to collect this Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The maker waives presentment for payment, protest, notice of protest, and notice of non-payment of this Note.

This Note is secured by a pledge of certain shares of Common Stock of the Company, pursuant to the provisions of the Stock Purchase Agreement between the Company and the undersigned executed contemporaneously with this Note.

The holder of this Note shall have full recourse against the maker, and shall not be required to proceed against the Shares or other collateral securing this Note in the event of default.

The undersigned understands that the two-year holding period under Rule 144 of the Securities Act of 1933 generally will not begin to run until this Note has been paid in full.

EXHIBIT 10.8

SPECTRX, INC.

STOCK PURCHASE AGREEMENT

THIS AGREEMENT is made this 30th day of June, 1994 at Norcross, Georgia, between SpectRx, Inc., a Delaware corporation (the "Company"), and Keith Ignotz (the "Purchaser").

WHEREAS the Purchaser is an employee or consultant of the Company and the Purchaser's continued participation is considered by the Company to be important for the Company's continued growth; and

WHEREAS in order to give the Purchaser an opportunity to acquire an equity interest in the Company as an incentive for the Purchaser to participate in the affairs of the Company, the Company is willing to sell to the Purchaser and the Purchaser desires to purchase shares of Common Stock according to the terms and conditions contained in the 1993 Incentive Stock Plan (the "Plan") and herein.

THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the Purchaser hereby agrees to purchase an aggregate of 139,105 shares of the Company's Common Stock (the "Shares"), at the price of $0.15 per share for an aggregate purchase price of $20,865.75.

2. Payment of Purchase Price.

(a) The purchase price for the Shares may be paid by delivery to the Company at the time of execution of this Agreement of a check or a duly executed full recourse promissory note (the "Note") in the form attached hereto as Exhibit A.

(b) With respect to the Note, the parties agree to the following:

(1) The Note shall become payable in full upon termination or cessation of the Purchaser's employment with or services to the Company for any reason.

(2) The Purchaser shall deliver to an escrow holder designated by the Company (the "Escrow Holder") all certificates representing the Shares and an executed blank stock assignment for use in transferring all or a portion of said Shares to the Company if, as and when required under this Section 2(b) or under any other provision of this Agreement including Section 3.

(3) As security for the payment of the Note and any renewal, extension or modification thereof, the Purchaser hereby grants to the Company a security interest in and pledges with and delivers to the Company the certificate or certificates representing the Shares.

(4) In the event of any foreclosure of the security interest, the Company may sell the Shares at a private sale or may itself repurchase any or all of the Shares. The parties acknowledge that, prior to the establishment of a public market for the Shares of the Company, the securities laws applicable to the sale of the Shares make a public sale of the Shares commercially unreasonable. The parties agree that the repurchasing of said Shares by the Company, or by any person to whom the Company may have assigned its rights hereunder, is commercially reasonable if made at a price determined by the Board of Directors in its discretion, fairly exercised, representing what would be the fair market value of the Shares diminished by any limitation on transferability, whether due to the size of the block of Shares or the restrictions of applicable securities laws.

(5) In the event of default in payment when due of any indebtedness under the Note, the Company may elect then, or at any time thereafter, to exercise all rights available to a secured party under the Delaware Commercial Code, including the right to sell the Shares at a private or public sale or repurchase the Shares as provided above. The proceeds of any sale shall be applied in the following order:

(i) To pay all reasonable expenses of the Company in enforcing this Agreement, including without limitation reasonable attorneys' fees and legal expenses incurred by the Company.

(ii) In satisfaction of the remaining indebtedness under the Note.

(iii) To the Purchaser, any remaining proceeds.

(6) Upon full payment by the Purchaser of all amounts due on Purchaser's Note, the Escrow Holder shall deliver to the Purchaser the certificate or certificates representing the Shares in the Escrow Holder's possession belonging to the Purchaser, the blank stock assignment, and the executed original of the Note marked "cancelled" by the Company, and the Escrow Holder shall be discharged of all further obligations hereunder; provided, however, that the Escrow Holder shall nevertheless retain said

certificate or certificates and stock assignment as escrow agent if so required pursuant to other restrictions imposed pursuant to this Agreement.

3. Repurchase Option.

(a) In the event of any voluntary or involuntary termination of the Purchaser's employment by or services to the Company for any or no reason (including death or disability) before all of the Shares are released from the Company's repurchase option (see Section 4), the Company shall, upon the date of such termination (as reasonably fixed and determined by the Company) have an irrevocable, exclusive option for a period of ninety (90) days from such date to repurchase all (but not less than all) of the Unreleased Shares (as defined in Section 4) at such time at the original purchase price per share (the "Repurchase Price"). Said option shall be exercised by the Company by written notice to the Purchaser or the Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's option, (i) by delivery to the Purchaser or the Purchaser's executor with such notice of a check in the amount of the purchase price for the Shares being repurchased, or (ii) by cancellation by the Company of an amount of the Purchaser's indebtedness to the Company equal to the purchase price for the Shares being repurchased, or (iii) by a combination of (i) and (ii) so that the combined payment and cancellation of indebtedness equals such repurchase price. Upon delivery of such notice and the payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Shares being repurchased and all rights and interests therein or relating thereto, and the Company shall have the right to retain and transfer to its own name the number of Shares being repurchased by the Company.

(b) Whenever the Company shall have the right to repurchase Shares hereunder, the Company may designate and assign one or more employees, officers, directors or shareholders of the Company or other persons or organizations to exercise all or a part of the Company's purchase rights under this Agreement and purchase all or a part of such Shares; provided that if the fair market value of the Shares to be repurchased on the date of such designation or assignment (the "Repurchase FMV") exceeds the Repurchase Price of the Shares to be repurchased, then each such designee or assignee shall pay the Company cash equal to the difference between the Repurchase FMV and the Repurchase Price of the Shares which such designee or assignee shall have the right to repurchase.

4. Release of Shares From Repurchase Option.

(a) Twenty-five percent (25%) of the Shares shall be released from the Company's repurchase option on January 1, 1994 and one forty-eighth (1/48th) of the Shares shall be released from the Company's repurchase option on the first day of each calendar month thereafter, provided in each case that the Purchaser's employment or services have not been terminated prior to the date of any such release. In no event shall the Shares be released from the Company's repurchase option at a rate less than 20% per year over five years from the date of this Agreement.

(b) Any of the Shares which have not yet been released from the Company's repurchase option are referred to herein as "Unreleased Shares."

(c) The Shares which have been released from the Company's repurchase option shall be delivered to the Purchaser at the Purchaser's request (i) if the portion of the Note with respect to such Shares has been paid (see Section 6) or (ii) so long as the Note continues to be secured by twice the number of shares purchased pursuant to this Agreement.

5. Restriction on Transfer. Except for the pledge and escrow described in Sections 2 and 6 or transfer of the Shares to the Company or its assignees contemplated by this Agreement, none of the Shares or any beneficial interest therein shall be transferred, encumbered or otherwise disposed of in any way until the release of such Shares from the Company's repurchase option in accordance with the provisions of this Agreement, other than by will or the laws of descent and distribution.

6. Escrow of Shares.

(a) The Shares issued under this Agreement shall be held by the Escrow Holder, along with a stock assignment executed by the Purchaser in blank, until the expiration of the Company's option to repurchase such Shares as set forth above. An additional 140,000 shares of the Company's Common Stock which are presently outstanding in the name of the Purchaser shall also be held in escrow as additional security for the Note.

(b) The Escrow Holder is hereby directed to permit transfer of the Shares only in accordance with this Agreement or instructions signed by both parties. In the event further instructions are desired by the Escrow Holder, the Escrow Holder shall be entitled to rely upon directions executed by a majority of the authorized number of the Company's Board of Directors. The Escrow Holder shall have no liability for any act or omission hereunder

while acting in good faith in the exercise of the Escrow Holder's own judgment.

(c) If the Company or any assignee exercises its repurchase option hereunder, the Escrow Holder, upon receipt of written notice of such option exercise from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(d) When the repurchase option has been exercised or expires unexercised or a portion of the Shares has been released from such repurchase option and provided (i) the Note has been paid in full with respect to such Shares or (ii) so long as the Note continues to be secured by twice the number of shares purchased pursuant to this Agreement, upon Purchaser's request the Escrow Holder shall promptly cause a new certificate to be issued for such released Shares and shall deliver such certificate to the Purchaser.

(e) Subject to the terms hereof, the Purchaser shall have all the rights of a shareholder with respect to such Shares while they are held in escrow, including without limitation, the right to vote the Shares and receive any cash dividends declared thereon. If, from time to time during the term of the Company's repurchase option, there is (i) any stock dividend, stock split or other change in the Shares, or (ii) any merger or sale of all or substantially all of the assets or other acquisition of the Company, any and all new, substituted or additional securities to which the Purchaser is entitled by reason of the Purchaser's ownership of the Shares shall be immediately subject to this escrow, deposited with the Escrow Holder and included thereafter as "Shares" for purposes of this Agreement and the Company's repurchase option.

7. Investment Representations; Restrictions on Transfer.

(a) In connection with the purchase of the Shares, the Purchaser represents to the Company the following:

(i) The Purchaser is aware of the Company's business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Shares. The Purchaser is purchasing these Shares for investment for the Purchaser's own account only and not with a view to, or for resale in connection with, any "distribution" thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act").

(ii) The Purchaser acknowledges and understands that the Shares constitute "restricted securities" under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser further acknowledges and understands that the Company is under no obligation to register the Shares. The Purchaser understands that the certificate evidencing the Shares will be imprinted with a legend which prohibits the transfer of the Shares unless they are registered or such registration is not required in the opinion of counsel satisfactory to the Company.

(iii) The Purchaser is familiar with the provisions of Rule 701 and Rule 144, each promulgated under the Securities Act, which, in substance, permit limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions. Rule 701 provides that if the issuer qualifies under Rule 701 at the time of issuance of the securities to the Purchaser, such issuance will be exempt from registration under the Securities Act. In the event the Company later becomes subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter the securities exempt under Rule 701 may be resold, subject to the satisfaction of certain of the conditions specified by Rule 144, including among other things: (1) the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the Securities Exchange Act of 1934); and, in the case of an affiliate, (2) the availability of certain public information about the Company, and the amount of securities being sold during any three month period not exceeding the limitations specified in Rule 144(e), if applicable. Notwithstanding this paragraph 7(a)(iii), the Purchaser acknowledges and agrees to the restrictions set forth in paragraph 7(b).

In the event that the Company does not qualify under Rule 701 at the time of issuance of the securities to the Purchaser, then the securities may be resold in certain limited circumstances subject to the provisions of Rule 144, which requires among other things: (1) the availability of certain public information about the Company: (2) the resale occurring not less than two years after the party has purchased, and made full payment for, within the meaning of Rule 144, the securities to be sold; and (3) in the case of an affiliate, or of a non-affiliate who has held the securities less than three years, the sale being made through a broker in an unsolicited "broker's transaction" or in transactions directly with a market maker (as said term is defined under the

Securities Exchange Act of 1934) and the amount of securities being sold during any three month period not exceeding the specified limitations stated therein, if applicable.

(b) The Purchaser agrees, in connection with the Company's initial underwritten public offering of the Company's securities, (1) not to sell, make short sale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock of the Company held by the Purchaser (other than those shares included in the registration) without the prior written consent of the Company or the underwriters managing such initial underwritten public offering of the Company's securities for one hundred eighty
(180) days from the effective date of such registration, and (2) further agrees to execute any agreement reflecting (1) above as may be requested by the underwriters at the time of the public offering.

8. Legends. The share certificate evidencing the Shares issued hereunder shall be endorsed with the following legends (in addition to any legends required under applicable state securities laws):

(a) IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF THE DELAWARE COMMISSIONER OF CORPORATIONS EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.

(b) THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

(c) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

9. Adjustment for Stock Split. All references to the number of Shares and the purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock split, stock dividend or other change in the Shares which may be made by the Company after the date of this Agreement.

10. Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Purchaser understands that the Purchaser (and not the Company) shall be responsible for the Purchaser's own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement. The Purchaser understands that Section 83 of the Internal Revenue Code of 1986 (the "Code"), taxes as ordinary income both (i) the difference between the fair market value of the Shares when the Company granted the Purchaser the right to purchase the Shares and the fair market value of the Shares on the date of this Agreement and (ii) the difference between the amount paid for the Shares and the fair market value of the Shares as of the date any restrictions on the Shares lapse. In this context, "restriction" includes the right of the Company to buy back the Shares pursuant to its repurchase option. In the event the Company has registered under the Exchange Act, "restriction" with respect to officers, directors and 10% shareholders also means the period after the purchase of the Shares during which such officers, directors and 10% shareholders could be subject to suit under Section 16(b) of the Exchange Act. The Purchaser understands that the Purchaser may elect to be taxed at the time the Shares are purchased rather than when and as the Company's repurchase option or 16(b) period expires by filing an election under Section 83(b) of the Code with the I.R.S. within 30 days from the date of purchase.

THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION
83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE PURCHASER'S BEHALF.

11. General Provisions.

(a) This Agreement shall be governed by the laws of the State of Delaware. This Agreement represents the entire agreement between the parties with respect to the purchase of Common Stock by the Purchaser and may only be modified or amended in writing signed by both parties.

(b) Any notice, demand or request required or permitted to be given by either the Company or the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at

the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Any notice to the Escrow Holder shall be sent to the Company's address with a copy to the other party not sending the notice.

(c) The rights and benefits of the Company under this Agreement shall be transferable to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company's successors and assigns. The rights and obligations of the Purchaser under this Agreement may only be assigned with the prior written consent of the Company.

(d) Either party's failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party's right to assert all other legal remedies available to it under the circumstances.

(e) The Purchaser agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.

(g) Purchaser acknowledges receipt of a copy of the Plan, a copy of which is annexed hereto, represents that Purchaser is familiar with the terms and provisions thereof, and hereby accepts this Agreement subject to all of the terms and provisions thereof. Purchase has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all

provisions of the Agreement. Purchase hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board or of the Committee upon any questions arising under the Plan. Purchaser further agrees to notify the Company upon any change in the residence address indicated below.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first set forth above.

SPECTRX, INC.                          PURCHASER:
a Delaware corporation


By:
   ----------------------------        -------------------------------------


Title:
      -------------------------        -------------------------------------
                                       (Address)

- -------------------------------        -------------------------------------
(Address)

EXHIBIT A

PROMISSORY NOTE

$20,865.75 June 30, 1994

For value received, the undersigned promises to pay to SpectRx, Inc., a Delaware corporation (the "Company"), or order, at its principal office the principal sum of $20,865.75 with interest thereon at the rate of six percent (6%) per annum on the unpaid balance of the principal sum. Said principal and interest shall be due on June 30, 1999.

Upon any termination of the employment between the undersigned and the Company, this Note shall be immediately due and payable.

Principal payable in lawful money of the United States of America.
THE PRIVILEGE IS RESERVED TO PREPAY ANY PORTION OF THE NOTE AT ANY TIME.

Should suit be commenced to collect this Note or any portion thereof, such sum as the Court may deem reasonable shall be added hereto as attorneys' fees. The maker waives presentment for payment, protest, notice of protest, and notice of non-payment of this Note.

This Note is secured by a pledge of certain shares of Common Stock of the Company, pursuant to the provisions of the Stock Purchase Agreement between the Company and the undersigned executed contemporaneously with this Note.

The holder of this Note shall have full recourse against the maker, and shall not be required to proceed against the Shares or other collateral securing this Note in the event of default.

The undersigned understands that the two-year holding period under Rule 144 of the Securities Act of 1933 generally will not begin to run until this Note has been paid in full.

CONSENT OF SPOUSE

I, ____________________, spouse of Keith Ignotz, have read and approve the foregoing Agreement. In consideration of granting of the right to my spouse to purchase shares of SpectRx, Inc., as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares issued pursuant thereto under the community property laws of the State of Delaware or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, 1994

ASSIGNMENT SEPARATE FROM CERTIFICATE

This Stock Assignment may be used only in accordance with the Stock Purchase Agreement between the Company and the undersigned dated ______________, 19__.

Dated: _______________, 19__

INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE. THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE ITS "REPURCHASE OPTION" SET FORTH IN THE AGREEMENT WITHOUT REQUIRING ADDITIONAL SIGNATURES ON THE PART OF THE PURCHASER.

ELECTION UNDER SECTION 83(b)
OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to the above-referenced Federal Tax Code, to include in taxpayer's gross income for the current taxable year, the amount of any compensation taxable to taxpayer in connection with receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the undersigned are as follows:

NAME                 :         TAXPAYER:                 SPOUSE:

ADDRESS:             :

IDENTIFICATION NO.:            TAXPAYER:                 SPOUSE:

TAXABLE YEAR: 1994

2. The property with respect to which the election is made is described as follows: 139,105 shares (the "Shares") of the Common Stock of SpectRx, Inc. (the "Company").

3. The date on which the property was transferred is: June 30, 1994.

4. The property is subject to the following restrictions:

The Shares may be repurchased by the Company, or its assignee, on certain events. This right lapses with regard to a portion of the Shares over time.

5. The fair market value at the time of transfer, determined without regard to any restriction other than a restriction which by its terms will never lapse, of such property is: $20,865.75

6. The amount (if any) paid for such property is:

$20,865.75

The undersigned has submitted a copy of this statement to the person for whom the services were performed in connection with the undersigned's receipt of the above-described property. The transferee of such property is the person performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked except with the consent of the Commissioner.

Dated: _________________________ Taxpayer: ________________________

The undersigned spouse of taxpayer joins in this election.

Dated: __________________________ Taxpayer: ________________________ Spouse of Taxpayer

EXHIBIT 10.9

ASSIGNMENT AND BILL OF SALE

THIS ASSIGNMENT AND BILL OF SALE (the "Assignment"), is made and entered into as of this 29th day of February, 1996, by and between LASER ATLANTA OPTICS, INC., a Georgia Corporation ("Seller"), and SPECTRX, INC., a Delaware Corporation ("Purchaser").

WHEREAS, from time to time the Seller and the Purchaser have disagreed as to the validity of the Sellers claim to any of the Rights as described below, with the Purchaser asserting that the Seller has no such claims to the Rights and the Seller asserting that it may have such claims to the Rights, the Seller and the Purchaser agree as follows:

In consideration of the settlement of and disagreement as to the Rights and as a condition to the payment of $10.00 and other good and valuable consideration by Purchaser to Seller, the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Seller does hereby convey, grant, sell, transfer, assign and deliver unto Purchaser, its successors and assigns forever, all of Seller's right, title, interest in and to any technology, patents, products, uses and applications related to Transdermal Monitoring and Delivery ("the Rights"), to the extent the Seller has any such claims to the Rights, as a result of the previous employment of Jonathan Eppstein by the Seller.

2. SELLER DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES REGARDING THE ASSETS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY RELATING TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND PURCHASER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, IT IS ACQUIRING THE RIGHTS, THE LICENSE AGREEMENT, AND THE UNDERLYING TECHNOLOGY ON AN "AS IS", "WHERE IS", AND "WITH ALL FAULTS" BASIS. NEITHER SELLER NOR PURCHASER SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL DAMAGES.

3. Purchaser and Seller each agree that it will execute such additional instruments and take such actions as may be reasonably requested by the other party to confirm, or perfect, or otherwise carry out the intent and purpose of this Assignment.

4. This Assignment shall be binding and shall inure to the benefit of Seller and Purchaser and their respective successors and assigns.

IN WITNESS WHEREOF, Purchase and Seller have caused this Assignment to be executed by their duly executed officers as of the date first written.

"SELLER"

Laser Atlanta Optics, Inc.

By:  /s/ Richard L. Fowler
   -------------------------------
         Richard L. Fowler, President

"PURCHASER"

SpectRx, Inc.

By:  /s/ Mark A. Samuels
   -----------------------------
         Mark A. Samuels, President

EXHIBIT 10.10

SECURITY AGREEMENT

This Security Agreement is made as of October 31, 1996 between SpectRx, Inc., a Delaware corporation ("Pledgee"), and Mark A. Samuels ("Pledgor").

Recitals

Pursuant to Pledgor's Note dated and given to Pledgee on the date hereof (the "Note"), Pledgor has borrowed $200,000.00 from Pledgee and wishes to secure repayment of the Note with shares of Pledgee's Common Stock and Laser Atlanta Optics, Inc.'s ("LAO") Common Stock (the "Shares").

NOW, THEREFORE, it is agreed as follows:

1. Creation and Description of Security Interest. In consideration of the loan of $200,000.00 to Pledgor under the Note, Pledgor, pursuant to the Georgia Commercial Code, hereby pledges 33,334 Shares of Pledgee's Common Stock and 6,000,000 Shares of LAO's Common Stock (herein sometimes referred to as the "Collateral") represented by Pledgee's certificate number 37 and LAO's certificate numbers 64 and 65, duly endorsed in blank or with executed stock powers, and herewith delivers said certificates to Wilson Sonsini Goodrich & Rosati, Professional Corporation, ("Pledgeholder"), who shall hold said certificates subject to the terms and conditions of this Security Agreement.

The pledged stock (together with an executed blank stock assignment for use in transferring all or a portion of the Shares to Pledgee if, as and when required pursuant to this Security Agreement) shall be held by the Pledgeholder as security for the repayment of the Note, and any extensions or renewals thereof, executed by Pledgor, and the Pledgeholder shall not encumber or dispose of such Shares except in accordance with the provisions of this Security Agreement.

2. Pledgor's Representations and Covenants. To induce Pledgee to enter into this Security Agreement, Pledgor represents and covenants to Pledgee, its successors and assigns, as follows:

a. Payment of Indebtedness. Pledgor will pay the principal sum of the Note secured hereby, together with interest thereon, at the time and in the manner provided in the Note.

b. Encumbrances. The Shares are free of all other encumbrances, defenses and liens, and Pledgor will not further encumber the Shares without the prior written consent of Pledgee.

c. Margin Regulations. In the event that Pledgee's Common Stock is now or later becomes margin- listed by the Federal Reserve Board and Pledgee is classified as a "lender" within the meaning of the regulations under Part 207 of Title 12 of the Code of Federal Regulations ("Regulation G"), Pledgor agrees to cooperate with Pledgee in making any amendments to the Note or providing any additional collateral as may be necessary to comply with such regulations.

3. Voting Rights. During the term of this pledge and so long as all payments of principal and interest are made as they become due under the terms of the Note, Pledgor shall have the right to vote all of the Shares pledged hereunder.

4. Stock Adjustments. In the event that during the term of the pledge any stock dividend, reclassification, readjustment or other changes are declared or made in the capital structure of Pledgee or LAO, all new, substituted and additional shares or other securities issued by reason of any such change shall be delivered to and held by the Pledgee under the terms of this Security Agreement in the same manner as the Shares originally pledged hereunder. In the event of substitution of such securities, Pledgor, Pledgee and Pledgeholder shall cooperate and execute such documents as are reasonable so as to provide for the substitution of such Collateral and, upon such substitution, references to "Shares" in this Security Agreement shall include the substituted shares of capital stock of Pledgor as a result thereof.

5. Options and Rights. In the event that, during the term of this pledge, subscription options or other rights or options shall be issued in connection with the pledged Shares, such subscription options, other rights and options shall be the property of Pledgor and, if exercised by Pledgor, all new stock or other securities so acquired by Pledgor as it relates to the pledged Shares then held by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under the terms of this Security Agreement in the same manner as the Shares pledged.

6. Default. Pledgor shall be deemed to be in default of the Note and of this Security Agreement in the event:

a. Payment of principal or interest on the Note shall be delinquent for a period of 10 days or more; or

b. Pledgor fails to perform any of the covenants contained in this Security Agreement for a period of 10 days after written notice thereof from Pledgee.

In the case of an event of Default, as set forth above, Pledgee shall have the right to accelerate payment of the Note upon notice to Pledgor, and Pledgee shall thereafter be entitled to pursue its remedies under the Georgia Commercial Code.

7. Release of Collateral. Subject to any applicable contrary rules under Regulation G, there shall be released from this pledge a portion of the pledged Shares held by Pledgeholder hereunder upon payments of the principal of the Note. The number of the pledged Shares which shall be

released shall be that number of full Shares which bears the same proportion to the initial number of Shares pledged hereunder as the payment of principal bears to the initial full principal amount of the Note.

8. Withdrawal or Substitution of Collateral. Pledgor shall not sell, withdraw, pledge, substitute or otherwise dispose of all or any part of the Collateral without the prior written consent of Pledgee.

9. Term. The within pledge of Shares shall continue until the payment of all indebtedness secured hereby, at which time the remaining pledged stock shall be promptly delivered to Pledgor, subject to the provisions for prior release of a portion of the Collateral as provided in paragraph 7 above.

10. Insolvency. Pledgor agrees that if a bankruptcy or insolvency proceeding is instituted by or against it, or if a receiver is appointed for the property of Pledgor, or if Pledgor makes an assignment for the benefit of creditors, the entire amount unpaid on the Note shall become immediately due and payable, and Pledgee may proceed as provided in the case of default.

11. Pledgeholder Liability. In the absence of willful or gross negligence, Pledgeholder shall not be liable to any party for any of his acts, or omissions to act, as Pledgeholder.

12. Invalidity of Particular Provisions. Pledgor and Pledgee agree that the enforceability or invalidity of any provision or provisions of this Security Agreement shall not render any other provision or provisions herein contained unenforceable or invalid.

13. Successors or Assigns. Pledgor and Pledgee agree that all of the terms of this Security Agreement shall be binding on their respective successors and assigns, and that the term "Pledgor" and the term "Pledgee" as used herein shall be deemed to include, for all purposes, the respective designees, successors, assigns, heirs, executors and administrators.

14. Governing Law. This Security Agreement shall be interpreted and governed under the laws of the State of Georgia.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

                                      Mark A. Samuels

                     Address:         _________________________________

                                      _________________________________


"PLEDGEE"                    SPECTRX, INC.,
                                  a Delaware corporation

By: _________________________________

Title: _________________________________

"PLEDGEHOLDER" WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

By: _________________________________

Title: _________________________________

NOTE

$200,000.00 Norcross, GA

October 31, 1996

FOR VALUE RECEIVED, Mark A. Samuels promises to pay to SpectRx, Inc., a Delaware corporation (the "Company"), or order, the principal sum of Two Hundred Thousand and 00/100 Dollars ($200,000.00) together with simple interest at the rate of 6.72% per annum.

Principal and accrued interest shall be due and payable on the earlier of (a) October 31, 2001, and (b) the date which is 120 days after the date when the undersigned shall cease to be an employee or consultant of the Company. Should the undersigned fail to make full payment of principal and accrued interest for a period of 10 days or more after the due date thereof, the whole unpaid balance on this Note of principal and accrued interest shall become immediately due at the option of the holder of this Note. Payments of principal and accrued interest shall be made in lawful money of the United States of America.

The undersigned may at any time prepay all or any portion of the principal owing hereunder.

This Note is secured in part by a pledge of the Company's Common Stock and the Common Stock of Laser Atlanta Optics, Inc. under the terms of a Security Agreement of even date herewith and is subject to all the provisions thereof.

The holder of this Note shall not have full recourse against the undersigned, and shall be required to proceed against the collateral securing this Note in the event of default.

In the event the undersigned shall cease to be an employee or consultant of the Company for any reason, this Note shall, at the option of the Company, be accelerated, and the whole unpaid balance on this Note of principal and accrued interest shall be due and payable on the date which is 120 days after the date on which the undersigned ceases to be an employee or consultant of the Company.

Should any action be instituted for the collection of this Note, the reasonable costs and attorneys' fees therein of the holder shall be paid by the undersigned.

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I, Mark A. Samuels, hereby sell, assign and transfer unto ______________________________(__________) shares of the Common Stock of SpectRx, Inc. standing in my name of the books of said corporation represented by Certificate No. 37 herewith and do hereby irrevocably constitute and appoint Wilson Sonsini Goodrich & Rosati, Professional Corporation, to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Security Agreement (the "Agreement") between SpectRx, Inc. and the undersigned dated October 31, 1996.

Dated: _______________, 19__

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to foreclose on the pledged shares, as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED I, Mark A. Samuels, hereby sell, assign and transfer unto ______________________________(__________) shares of the Common Stock of Laser Atlanta Optics, Inc. standing in my name of the books of said corporation represented by Certificate Nos. 64 and 65 herewith and do hereby irrevocably constitute and appoint Wilson Sonsini Goodrich & Rosati, Professional Corporation, to transfer the said stock on the books of the within named corporation with full power of substitution in the premises.

This Stock Assignment may be used only in accordance with the Security Agreement (the "Agreement") between SpectRx, Inc. and the undersigned dated October 31, 1996.

Dated: _______________, 19__

INSTRUCTIONS: Please do not fill in any blanks other than the signature line. The purpose of this assignment is to enable the Company to foreclose on the pledged shares, as set forth in the Agreement, without requiring additional signatures on the part of the Purchaser.

CONSENT OF SPOUSE

I, ____________________, spouse of Mark A. Samuels, have read and approve the foregoing Security Agreement (the "Agreement"). In consideration of the Company's non-recourse loan of $200,000.00 to my spouse, secured by the pledge of 33,334 shares of the Common Stock of SpectRx, Inc. and 6,000,000 shares of the Common Stock of Laser Atlanta Optics, Inc. as set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares pledged pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: _______________, 1996