Exhibit10.1

EXECUTION VERSION

AGREEMENT AND RELEASE

THIS AGREEMENT AND RELEASE (the “Agreement”) , made effective as of August   30 , 2011 (the “Effective Date”) by and among: (i) Dolores M. Maloof (“Maloof”), a resident of the State of Georgia; (ii) James E. Funderburke (“Funderburke”), a resident of the State of Georgia; (iii) Stephen Maloof, a resident of the State of Georgia (“SM”) and (iv) Guided Therapeutics, Inc., a Delaware corporation located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092 (“GT”, and together with Maloof, Funderburke and SM, collectively the “Parties” and each individually a “Party” or “Party”);

WITNESSETH:

WHEREAS, Maloof, Funderburke and SpectRx, Inc. n/k/a Guided Therapeutics, Inc. entered into an agreement in 2005 for Maloof, Funderburke and others to provide $1,000,000.00 in financing, which agreement was in part documented by a document headed: SpectRx, Inc. SECURED NOTES SUMMARY OF TERMS June 1, 2005 (the “Financing Agreement”); and

WHEREAS, pursuant to the Financing Agreement, Maloof, Funderburke and SpectRx, Inc. n/k/a Guided Therapeutics, Inc. entered an agreement dated as of August 8, 2005, entitled Warrant Agreement (“the 2005 Agreement”) regarding certain warrants and future rights as described more particularly in that agreement ;

WHEREAS , the Parties have determined it to be in the best interest of all concerned that all remaining rights and obligations under the 2005 Agreement should be amended and revised in light of the passage of time and interim developments to the terms set forth below;

WHEREAS , there is presently a dispute among the parties regarding certain claims made by Maloof and Funderburke against GT and persons related to GT, including without limitation, regarding their alleged entitlement to warrants under the 2005 Agreement and alleged representations, promises and/or agreements made by GT or others in respect of GT prior to or during 2009 in connection with certain financings of GT in or before 2009;

WHEREAS , GT has contended, and continues to contend, that all of the claims asserted by Maloof and Funderburke have no merit and has denied, and continues to deny, all material allegations asserted by Maloof and Funderburke in connection with those claims; and

WHEREAS , the Parties desire to fully and finally settle all disputes between them;

NOW, THEREFORE , for and in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.                   Termination of 2005 Agreement . All rights and obligations of the Parties under the 2005 Agreement are expressly, fully and finally terminated as of the Effective Date.

2.                   Representations and Warranties by Maloof, Funderburke and SM . Each of Maloof, Funderburke and SM hereby represent and warrant to GT as follows:

(a)                 This Agreement has been duly and validly executed by such Party and constitutes the valid and binding obligations of such Party.

(b)                None of the execution and delivery of this Agreement by such Party, the consummation of the transactions provided for herein, and compliance with any of the terms or provisions of this Agreement by such Party, violates or will violate or conflicts with, the terms of any agreement or other instrument to which such Party is a party or by which it is bound.

(c)                 Such Party acknowledges that neither the Warrants (defined below) nor the shares of common stock of GT issuable upon the exercise thereof have been registered under the Securities Act of 1933 as amended (the “Securities Act”) or under any state securities laws. Such Party, to the extent applicable, (i) is acquiring the Warrants pursuant to an exemption from registration under the Securities Act with no present intention to dispose of or transfer any of the Warrants; (ii) acknowledges that he or she shall be prohibited from selling or otherwise disposing of any of the Warrants or of the shares of common stock issuable upon exercise thereof, except in compliance with the registration requirements, or pursuant to an exemption from such requirements, under the Securities Act and any other applicable securities laws; (iii) has had the opportunity to ask questions concerning GT and its business and financial affairs, which questions were answered to such Party’s satisfaction;  (iv) has such knowledge and experience in financial and business matters and in investments of this type and that he or she is capable of evaluating the merits and risks of his or her investment in the Warrants and the shares of common stock issuable upon exercise thereof and of making an informed investment decision; and (v) is an “accredited investor” (as that term is defined by Rule 501 of the Securities Act).

(d)                Such Party has not heretofore conveyed, transferred, pledged or in any manner whatsoever assigned, or purported to convey, transfer, pledge or assign, to any person or entity, any Claim (as defined below) against GT or any of the GT Releases (as defined below) released herein below, or any portion of any such Claim. Such Party has not filed any complaints, actions, demands for arbitration or mediation or any other Claims against GT or any of the GT Releasees related to the Claims released pursuant to this Agreement or otherwise. There are no subrogation claims relating to or in connection with any Claims being released by such Party hereunder or relating to or in connection with the transactions, events or occurrences from which the Claims arise.

3.                   Representations and Warranties by GT . GT hereby represents and warrants to each of Maloof, Funderburke and SM as follows:

(a)                 GT is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to execute, deliver and perform this Agreement, to own and use its assets and to conduct its business. The execution and delivery of this Agreement and the consummation of the transactions provided for therein by GT have been fully and validly approved by the Board of Directors of GT and otherwise are duly authorized.

(b)                This Agreement has been duly and validly executed and delivered by GT and constitutes the valid and binding obligations of GT.

(c)                 None of the execution and delivery of this Agreement by GT, the consummation of the transactions provided for herein, or compliance with any of the terms or provisions of this Agreement by GT, violates or will violate or conflicts with: (i) the certificate of incorporation or bylaws of GT; (ii) the terms of any agreement or other instrument to which GT is a party or by which it is bound; (iii) any existing federal or state constitution, statute, regulation, rule, order, or law to which GT or its assets are subject (based upon and assuming the accuracy of the warranties and representations contained in paragraph 2 ); (iv) any judicial or administrative decree, writ, judgment or order to which GT or its assets are subject; nor would they constitute an event of default under any material contract to which GT is a party nor impose any contractual lien or security interest in, on or against the Warrants, the stock of GT issuable upon exercise of the Warrants or any assets of GT.

(d)                GT has not heretofore conveyed, transferred, pledged or in any manner assigned, or purported to convey, transfer, pledge, or assign, to any person or entity, any Claim against Maloof, Funderburke, or SM or any of the Maloof and Funderburke Releasees (as defined below) released herein below, or any portion of any such Claim. GT has not filed any complaints, actions, demands for arbitration or mediation or any other Claims against Maloof, Funderburke, or SM or any of the Maloof and Funderburke Releasees related to Claims released pursuant to this Agreement or otherwise. There are no subrogation claims relating to or in connection with any Claims being released by GT hereunder or relating to or in connection with the transactions, events or occurrences from which the Claims arise.

(e)                 The Warrants to be delivered hereunder and the stock of GT issuable upon exercise of the Warrants will be upon issuance duly authorized and validly issued and delivered and in compliance with the GT Articles of Incorporation and Bylaws and by appropriate and legally effective resolutions(s) of the GT Board of Directors. When delivered as provided herein and in the Warrant to be issued pursuant hereto, the Warrant(s) and the stock of GT issuable upon exercise of the Warrants will be fully authorized, duly issued and non-assessable.

(f)                 No consent, approval, authorization or other action by, or filing with, any governmental authority of the United States or any state thereof or any other sovereign entity is required for GT’s execution and delivery of and performance under this Agreement and the Warrant to be issued pursuant hereto, except as contemplated by the Registration Rights Agreement executed contemporaneously herewith.

(g)                Except as provided for in the agreements listed on Schedule 3 (g) attached hereto, GT has not sold, encumbered, suffered to be encumbered or disposed of (including by license) any of GT’s intellectual property or similar rights to or in respect of the Products or the Cervical Cancer Detection Device (each as defined below).

(h)                GT is the registered owner of the patents and patent applications set forth on Schedule 3(h) attached hereto, which relate to the Products or the Cervical Cancer Detection Device.

4.                   Warrants.

(a)                 Within 14 days of the Effective Date, GT shall issue warrants to Maloof and Funderburke, collectively, to purchase 2.6 million shares of GT’s common stock in the form of Exhibit A attached hereto (the “Warrants”). Concurrently with the execution and delivery of this Agreement, Maloof, Funderburke and GT are executing and delivering a Registration Rights Agreement in respect of the shares issuable upon exercise of the Warrants

(b)                Based on the recitals hereto and other representations made to GT by or on behalf of Maloof and Funderburke, GT will not file or issue a Form 1099 or similar report in respect of the issuance of Warrants provided for hereinabove, or the execution and delivery of the Registration Rights Agreement, to the U.S. Internal Revenue Service or any other tax authority.

(c)                 Maloof and Funderburke, unconditionally and without limitation, severally and not jointly, in accordance with their respective percentages set forth in paragraph 8 hereof, agree to indemnify the GT Releasees (defined below) and hold them harmless from and against all losses, assessments, damages, liabilities, taxes, fines, charges, sanctions, costs and expenses, including interest, penalties and reasonable fees and disbursements of lawyers and accountants, imposed on or incurred by any GT Releasee arising out of, in connection with or resulting from GT’s agreement provided for in paragraph 4(b) and its compliance therewith (collectively, “Damages”).

(d)                A GT Releasee seeking indemnity hereunder (the “Indemnified Party”) will give to each of Maloof and Funderburke (collectively, the “Indemnitor”) reasonably prompt notice (hereinafter, the “Indemnification Notice”) of any demands, claims, actions or causes of action (collectively, “Claims”) asserted against the Indemnified Party in respect of the matters indemnified for hereinabove. Failure to give such notice shall not relieve the Indemnitor of any obligations which the Indemnitor may have to the Indemnified Parties under paragraph 4(c), except to the extent that such failure has materially prejudiced the Indemnitor’s ability to defend such Claim as provided in paragraph 4(e).

(e)                 The obligations and liabilities of an Indemnitor under paragraph 4(c) with respect to Damages resulting from Claims shall be subject to the following additional terms and conditions:

(i)                  Promptly after delivery of an Indemnification Notice in respect of a Claim and subject to paragraph 4(e)(ii), the Indemnitor may elect, by written acknowledgment by the Indemnitor to the Indemnified Party issuing such notice, within 30 days following such notice (or earlier, if such Indemnified Party reasonably requires an earlier determination), that it is undertaking and will prosecute the defense of the Claim at the sole cost and expense of the Indemnitor and that it will be able to pay the full amount of potential Damages in connection with any such Claim. In the event that the Indemnitor, within 30 days after receipt of an Indemnification Notice, does not so elect to defend such Claim, the Indemnified Party will have the right to undertake the defense, compromise or settlement of such Claim .

(ii)                Notwithstanding anything in this paragraph 4(e) to the contrary, (A) if the Indemnitor assumes the defense of any Claim, any Indemnified Party shall be entitled to participate in the defense, compromise or settlement of such Claim with counsel of its own choice at its own expense; (B) no person who has undertaken to defend a Claim under paragraph 4(e)(i) shall, without written consent of all Indemnified Parties, settle or compromise any Claim or consent to entry of any judgment unless the Indemnitor fully indemnifies the Indemnified Parties for all Damages, there is no finding or admission of violation of Law by, or effect on any other Claims that may be made against the Indemnified Parties, each of the Indemnified Parties are fully released from any and all liabilities in respect of such Claim and the relief granted in connection therewith requires no action on the part of, does not impose any restriction on the activities of, and otherwise has no adverse effect on any of the Indemnified Parties.

(f)                 Without limiting the remedies provided for hereinabove for indemnification, and notwithstanding any of the provisions of paragraph 5 or 6 to the contrary, GT may set off, on a dollar for dollar basis, any Damages it incurs, is legally compelled to pay and does pay, against sums otherwise due the Indemnitor under paragraph 5 or 6 so reducing the payments required thereunder. GT shall provide notice of any such set off on a reasonably prompt basis to the Indemnitor. If Indemnitor contests GT’s setoff, the amount set off shall be paid to a mutually acceptable escrow agent or the registry of any court where any action relating thereto may be pending.

5.                   Royalties .

(a)                 GT shall pay Maloof and Funderburke a royalty of two percent (2%) of all Gross Sales (as defined below) in respect of any disposables sold by GT to be used in conjunction with GT’s biophotonic cervical cancer and cervical pre-cancer detection device currently under development (by GT, as such device or disposables may be improved or otherwise modified (such device and disposables herein referred to as the “Cervical Cancer Detection Device” and “Products”, respectively) until the date of the earlier of the closing of (i) the merger of GT with another corporation in respect of which the then current stockholders of GT, as a result of such merger, cease to own at least a majority of the voting securities of the company surviving the merger or the sale of all or substantially all the assets of GT (a “Sale or Merger”) and (ii) the sale or other disposition (including by exclusive license) by GT of the technology on which the Cervical Cancer Detection Device is principally based or the sale or other disposition of the business, rights and assets comprising or associated with the Cervical Cancer Detection Device, or substantially all of such business, rights and assets (such royalties referred to herein as the “Royalties”); provided that the cumulative amount of Royalties shall not exceed seven million two hundred thousand dollars ($7,200,000); provided, further, that the sum of the cumulative amount of Royalties and the cumulative amounts that have or are payable with respect to a Sale or Merger and all previous Liquidating Transactions (as defined below) that occur on or prior to such date pursuant to paragraph 6 below, if any, shall not exceed twelve million dollars ($12,000,000).

(b)                For purposes of this paragraph 5, “Gross Sales” shall mean the gross revenues received by GT on or after April 27, 2011, irrespective of the date upon which the sale was made, from the sale of the Products, and shall also include any franchise fee, distributor fee, licensing fee or other amount received by GT for the right to sell Products. If any Product (including intellectual property as well as tangible Products) is included as part of a sale but is not priced separately, Gross Sales shall also mean an amount equal to the amount that would have been charged for the Product if it had been separately priced at a price equal to the average sales price of the Product for the previous twelve (12) months. Gross Sales shall be computed less sales and/or use taxes and import and/or export duties paid by GT, outbound transportation prepaid or allowed, and amounts paid, allowed or credited due to returns or warranty or similar claims, all in respect of Products.

(c)                 It is expressly understood and agreed that GT shall have no duty to maximize Gross Sales for the benefit of either Maloof or Funderburke and that GT will be entitled to market and commercially exploit the Products and the related technology in its best business judgment in accordance with its and its Board of Directors’ fiduciary duties to its stockholders, including, in the event such duties so dictate, to terminate in good faith any line of business that has involved the marketing and exploitation of the Products.

(d)                Royalties shall be paid in cash by check to Maloof and Funderburke within thirty (30) days after each March 31, June 30, and September 30 and within forty-five (45) days following each December 31 with respect to Gross Sales made during the fiscal quarter ending on the respective date. Each of the payments to be made with respect to each fiscal quarter shall be accompanied by an accounting in reasonable detail. After the end of each fiscal year of GT, GT shall reconcile all Gross Sales for the preceding fiscal year, or portion thereof, with the quarterly payments of Royalties theretofore paid by GT to Maloof and Funderburke, making note of any corrective adjustments necessary. Any such adjustments in such individuals’ favor shall be reflected in the payments to be made by GT for the next fiscal quarter. Any adjustments in favor of GT shall be deducted from future quarterly Royalty payments, except that, following the payment of the last installment of Royalties due hereunder, any adjustment in favor of GT shall be reimbursed by Maloof and Funderburke within thirty (30) days of receipt of a full and accurate accounting thereof and demand therefor.

(e)                 GT shall keep records in accordance with generally accepted accounting principles consistently applied of all sales of Products in sufficient detail to verify the accuracy of Royalty payments made in accordance with paragraph 5 (a). At the request and expense of either Maloof or Funderburke, upon at least five (5) business days’ prior written notice, and, with respect to both Maloof and Funderburke, no more frequently than once per year, either of such individuals shall have the right to conduct an audit of such records in accordance with paragraph 7 in order to verify such calculations.

6.                   Payment Upon Certain Transactions . Effective either concurrently with or promptly following the closing of (i) each sale of assets of GT constituting less than substantially all the assets of GT other than sales made in the ordinary course of business and sales of assets that are promptly replaced through lease or purchase with similar assets (a “Liquidating Transaction”), or (ii) a Sale or Merger, as such term is defined in paragraph 5, GT shall pay or cause to be paid to Maloof and Funderburke an amount equal to three percent (3%) of the proceeds to the Company or, in the case of a merger, its stockholders (net of any direct and customary transaction expenses) from such transaction, provided that the aggregate of all payments, if any, to be made pursuant to this paragraph 6 shall not exceed either (i) nine and one-half million dollars ($9,500,000) or (ii) the positive difference, if any, between twelve million dollars ($12,000,000) and the sum of the cumulative amount of Royalties that have become due and payable to Maloof and Funderburke as of the date of such closing and the cumulative amount of all payments that have become due and payable to Maloof and Funderburke with respect to all prior Liquidating Sale Transactions, if any; it being agreed that GT shall have no further obligation to Maloof and Funderburke with respect to either a Sale or Merger or any Liquidating Sale Transaction once such individuals have become entitled to receive an aggregate in Royalties and payments with respect to Liquidating Transactions, if any, and any Sale or Merger, of twelve million dollars ($12,000,000). Any obligation pursuant to this paragraph 6 shall be satisfied by delivery of the same form of consideration as received by GT or its stockholders, and should the consideration delivered in the Sale or Merger or Liquidating Transaction consist of multiple forms, then such obligation shall be satisfied by payment or delivery in the same proportions to which each separate form bears to the total. In the event that either of such individuals and GT disagree as to any payment obligation of GT under this Agreement with respect to a Sale Merger or Liquidating Transaction, the parties shall have the right to cause the dispute to be resolved in accordance with paragraph  7 .

7.                   Audit Right; Payment Disputes . In the event Maloof, Funderburke, or both, dispute GT’s calculation of or failure to make any payment described in paragraph  5 or 6, then, subject to paragraph 5 ( e ), the disputing party or parties shall elect an independent certified public accountant reasonably acceptable to GT (the “Auditor”) to inspect, during regular business hours, any relevant GT records solely to the extent necessary to verify GT’s calculations of or obligation to make the payment in question. In each case, the Auditor will report to each of Maloof, Funderburke, and GT the amount, if any, that GT has overpaid or underpaid and will not disclose to either Maloof or Funderburke either the detailed or underlying information supporting such conclusion or any of the Auditor’s work papers. If such inspection reveals a deficiency, GT will promptly pay to Maloof and Funderburke the deficient amount. If such inspection reveals any overpayments by GT, each of Maloof and Funderburke shall promptly pay to GT such amounts that were overpaid or, in the case of Royalties, at GT’s option GT may credit such amount to the payment of future Royalties. The decision of the Auditor will be final and binding for all purposes. If any such audit results in a correction in favor of Maloof and Funderburke in an amount greater than five percent of the royalties paid with respect to the period audited, GT shall reimburse Maloof and Funderburke for all expenses of the audit.

8.                   Percentage Distributions . All Warrants, Royalties and other payments due to Maloof and Funderburke under paragraphs 4, 5 and 6 above shall be issued and paid as between them in the following percentages: Maloof 70% and Funderburke 30%. GT’s issuance and payment of such Warrants, Royalties and other consideration according to those respective percentages shall fully discharge GT’s liability in respect of same.

9.                   Non-Disparagement .

(a)                 None of Maloof, Funderburke and SM shall, unless required to do so by applicable securities, securities industry or other law, regulation or rule, directly or indirectly, publish, utter, broadcast or otherwise communicate, directly or indirectly, any information, misinformation, comments, opinions, remarks, articles, letters, or any other form of communication, whether written or oral, regardless of its believed truth, to any person or entity that are adverse to, reflect unfavorably upon, or tend to disparage GT, its business, products, prospects, or financial condition, or its past or present officers, directors, employees, and affiliates and related corporations and other entities (and their respective past or present officers, directors and employees), except as otherwise required by court order or subpoena issued by a court or governmental agency.

(b)                GT shall not, unless required to do so by applicable securities, securities industry or other law, regulation or rule, directly or indirectly, publish, utter, broadcast or otherwise communicate, directly or indirectly, any information, misinformation, comments, opinions, remarks, articles, letters, or any other form of communication, whether written or oral, regardless of its believed truth, to any person or entity that are adverse to, reflect unfavorably upon, or tend to disparage Maloof, Funderburke or SM, except as otherwise required by court order or subpoena issued by a court or governmental agency.

10.               Release by Maloof, Funderburke and SM . Effective as of and after the Effective Date, and for the good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which Maloof, Funderburke and SM hereby acknowledge, each of Maloof, Funderburke and SM, on behalf of such individual and his or her respective heirs, agents, successors, and assigns, and all other persons who are now or may hereafter become entitled to assert claims derived from or on behalf of Maloof, Funderburke and SM (collectively, “the Maloof and Funderburke Releasors”), hereby release, acquit and forever discharge GT, and its subsidiaries, affiliates and related corporations and other entities, and each of their respective officers, directors, employees, partners, stockholders, insurers, liability insurance carriers, attorneys, agents, successors, and assigns (collectively, “the GT Releasees”), from any and all actions, causes of action, suits, debts, rights, damages, punitive damages, judgments, claims, demands obligations, injuries, losses and expenses whatsoever, in law or in equity, whether known or unknown, accrued or unaccrued (“Claims”), that the Maloof and Funderburke Releasors ever had, now have, may have, or may allege in the future to have against the GT Releasees, or any of them, relating to or in any way arising from any acts, omissions, transactions, transfers, happenings, violations, promises, contracts, fraud, agreements, facts or situations which occurred or existed at any time up to and including the execution of this Agreement, whether or not now known or suspected or claimed, whether in law, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing, including, but not limited to, any and all Claims regarding, relating to, or in connection with the Financing Agreement, the 2005 Agreement and the transactions and occurrences in and before 2009 from which their present fraud, contract or other Claims arise, except for future Claims to enforce this Agreement. Each of Maloof, Funderburke and SM, for himself or herself and for the Maloof and Funderburke Releasors, hereby acknowledge and agree that: (i) the releases set forth above are General Releases, and include releases of Claims that may not presently be known to him or her and (ii) his or her lack of such knowledge, whether through ignorance, oversight, error, negligence, or otherwise, shall not adversely affect the enforceability of or void such releases.

11.               Release by GT . Effective as of and after the Effective Date, and for the good and valuable consideration set forth in this Agreement, the receipt and sufficiency of which GT hereby acknowledges, GT, for itself and its agents, successors, and assigns, and all other persons who are now or may hereafter become entitled to assert claims derived from or on behalf of GT (collectively, the “GT Releasors”), hereby release, acquit and forever discharge each of Maloof, Funderburke and SM, and each of his or her respective insurers, liability insurance carriers, attorneys, agents, heirs, successors, and assigns (collectively, “the Maloof and Funderburke Releasees”), from any and all Claims, that the GT Releasors ever had, now have, may have, or may allege in the future to have against the Maloof and Funderburke Releasees, or any of them, relating to or in any way arising from any acts, omissions, transactions, transfers, happenings, violations, promises, contracts, fraud, agreements, facts or situations which occurred or existed at any time up to and including the execution of this Agreement, whether or not now known or suspected or claimed, whether in law, arbitration, administrative, equity or otherwise, and whether accrued or hereafter maturing, including, but not limited to, any and all Claims regarding, relating to, or in connection with the Financing Agreement, the 2005 Agreement and the transactions and occurrences in and before 2009 from which the present fraud, contract or other Claims of Maloof, Funderburke and SM arise, except for future Claims to enforce this Agreement. GT, for itself and for the GT Releasors, hereby acknowledges and agrees that: (i) the releases set forth above are General Releases, and include releases of Claims that may not presently be known to GT and (ii) its lack of such knowledge, whether through ignorance, oversight, error, negligence, or otherwise, shall not adversely affect the enforceability of or void such releases.

12.               Costs, Attorneys’ Fees and Remedies . The Parties agree that they each shall bear responsibility for their own attorneys’ fees and expenses incurred in or relating to all disputes resolved by this Agreement, and that the scope of the releases above includes a release of any Claim against each of the GT Releasees and the Maloof and Funderburke Releasees, as the case may be, for such fees and expenses . The Parties hereto shall bear their own respective costs and attorneys’ fees incurred in connection with preparation and execution of this Agreement.

13.               No Admission of Fault or Liability . Each of the Parties acknowledges and agrees that: (a) this Agreement is to compromise disputed Claims; (b) none of GT and the other GT Releasees admits or acknowledges any liability to Maloof, Funderburke or SM and specifically denies any such liability; and (c) nothing in this Agreement shall be construed as an admission of liability by GT or any of the GT Releasees.

14.               Representation by Counsel . Each of the Parties represents and warrants that: (a) such Party has entered into this Agreement freely and voluntarily and without coercion or undue influence; (b) such Party is and has been represented by counsel in the settlement of this dispute and the negotiation of this Agreement; (c) with counsel, such Party has thoroughly investigated the Claims to which such Party may be entitled, the value of those Claims and the payments hereunder, and the legal and income tax consequences of this Agreement; (d) based upon the foregoing investigation and advice of counsel, such Party believes that the recited consideration is fair, reasonable and adequate under the circumstances to support entering into this Agreement; and (e) such Party has read and understands this Agreement and agrees to be bound by the Agreement’s terms.

15.               Interpretation of Agreement . Each of the Parties acknowledges and agrees that the terms of this Agreement were negotiated between counsel for the Parties. Because each of the Parties has had an equal opportunity in drafting the terms of this Agreement, this Agreement shall not be construed in favor of or against any Party as a result of that Party’s role in drafting this Agreement if a dispute arises about the meaning, construction, or interpretation of this Agreement. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the provision shall not apply a presumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent prepared the document.

16.               Severability . Any term or provision of this Agreement that is invalid and unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that neither the economic nor the legal substance of the transactions that this Agreement contemplates is affected in any manner materially adverse to any party.

17.               Applicable Law and Mandatory Forum . This Agreement is entered into in the State of Georgia and shall be construed and interpreted in accordance with the laws of the State of Georgia. The exclusive venue for any action to enforce this Agreement shall be the Superior Court of Gwinnett County, Georgia, and all parties consent to the jurisdiction and venue of the Superior Court of Gwinnett County.

18.               Cooperation . Each Party agrees to execute and deliver such other agreements or documents as reasonably requested by the other Party to implement the terms, conditions, agreements and transactions contemplated by this Agreement.

19.               Amendment Only by Signed Writing . This Agreement may not be amended or modified except in a written instrument signed by each of the Parties.

20.               Waiver of Terms . The failure of one Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be construed as a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. A breach of the Agreement may be waived only by a written waiver signed by an authorized representative of the Party granting the waiver. Any written waiver of any breach of the Agreement shall not operate or be construed as a waiver of any other similar or prior subsequent breach of the Agreement. No conduct or course of action undertaken or performed by any Party shall have the effect of, or be deemed to have the effect of, modifying, altering or amending the terms, covenants and conditions of this Agreement. Failure of any party to exercise any power or right given hereunder or to insist upon strict compliance with the terms hereof shall not be, or be deemed to be, a waiver of such party’s right to demand exact compliance with the terms of this Agreement.

21.               Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

22.               Notices . Except as provided herein below as to change of address, any notice to be given pursuant to this Agreement will be in writing and will be deemed duly given (i) five (5) days after deposit in the mail, certified mail, return receipt requested, to the Party to receive such notice at the address specified on below, (ii) two (2) days after delivery to a nationally recognized courier service, or (iii) immediately upon actual delivery and receipt of the notice to the address of the Party as indicated below. In addition, all payments to be made to a Party will be made to such Party by check by any such means or by U.S. regular mail to the address of such Party indicated.

If to GT:

Guided Therapeutics, Inc.
5835 Peachtree Corners East, Suite D,
Norcross, Georgia 30092

Attn: President

With a copy in the case of notice to GT (which shall not constitute notice) to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Attn: David J. Bailey
John E. Zamer

If to Maloof:

2669 Mercedes Drive
Atlanta, GA 30345

If to Funderburke:

3593 Northcrest Road
Atlanta, GA 30340

If to SM:

1008 Castle Falls Drive
Atlanta, GA 30329

With a copy in the case of notice to Maloof, Funderburke or SM (which shall not constitute notice) to:

The Lambros Firm LLC
1280 The Peachtree
1355 Peachtree Street
Atlanta, GA 30309
Attn: Andrew J. Ekonomou

And

Page Perry, LLC
1040 Crown Pointe Parkway
Suite 1050
Atlanta, GA 30338
Attn: Daniel I. MacIntyre

23.               Headings . The headings are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope of intent of this Agreement or in any way affect the terms and provisions hereof.

24.               Entire Agreement and Merger Clause . Each of the Parties represents and warrants that: (a) this Agreement is not based upon any representations or statements, written or oral, made by any Party or anyone else, that are not expressly and completely set forth in this Agreement or its attachments; and (b) this Agreement and its attachments constitute the entire agreement among the Parties relating to the subject matter hereof, including the full and final settlement and compromise of all Claims raised or that could have been raised in the dispute. All prior negotiations, understandings, agreements, or representations relating to the subject matter of this Agreement are superseded by and have been integrated into this Agreement.

25.               Successors and Assigns. This Agreement shall be for the benefit of and binding upon the Parties, and their successors, heirs, estates, legal representatives and permitted assigns.

IN WITNESS WHEREOF, each Party has executed and delivered this Agreement as of the Effective Date.

/s/ Dolores M. Maloof
Dolores M. Maloof

Notary: /s/ Stacy Clein

/s/ James E. Funderburke
James E. Funderburke

Notary: /s/ Shweta Arora

/s/ Stephen Maloof
Stephen Maloof

Notary: /s/ Stacy Clein

/s/ Mark L. Faupel
Guided Therapeutics, Inc.


By: Mark L. Faupel
Title: Chief Executive Officer

Notary: /s/ Tanygna Touch

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of August 30 , 2011, by and among Guided Therapeutics, Inc., a Delaware corporation located at 5835 Peachtree Corners East, Suite D, Norcross, Georgia 30092 (the “Company”), Dolores M. Maloof, a resident of Georgia (“Maloof”) and James E. Funderburke (“Funderburke”), a resident of Georgia (Maloof and Funderburke are referred to each, as an “Investor” and collectively, as the “Investors”).

RECITALS

A. Investors and the Company have contemporaneously entered into an Agreement and Release (the “ Agreement ”) pursuant to which the Company will issue the Investors warrants (the “Warrants”) to purchase 2.6 million shares of the Company’s common stock with $.001 par value, exercisable at $.01 per share (the “Company Common Stock”).

B. In connection with the Agreement , the Company has agreed to provide certain registration rights to Investors.

C. The Company and Investors are entering into this Agreement to set forth the terms and conditions applicable to the grant and exercise of such registration rights.

NOW, THEREFORE , in consideration of the mutual agreements contained herein, the Company and Investors agree as follows:

1.                   Definitions .

As used in this Agreement, the following terms have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended from time to time, or any successor federal statute, and the rules and regulations of the SEC issued under such act, as they each may, from time to time, be amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor federal statute, and the rules and regulations of the SEC issued under such act, as they each may, from time to time, be amended.

“Agreement” has the meaning set forth in the preamble.

“Company” has the meaning set forth in the preamble and shall also include the Company’s successors.

“Company Common Stock” has the meaning set forth in the recitals.

“Holder(s)” means the Investors and any Permitted Transferees.

“Indemnified party” has the meaning set forth in Section 4(c).

“Indemnifying party” has the meaning set forth in Section 4(c).

“Other Stockholders” means Persons other than Holders, who, by virtue of agreements with the Company or any affiliate of the Company, whether entered into prior to, on, or after the date hereof, are entitled to include securities of the Company in the Shelf Registration Statement.

“Permitted Interruption” has the meaning set forth in Section 5.

“Permitted Transferees” means a Person who acquires not less than 100,000 shares of Company Common Stock which were originally acquired by Investors pursuant to the Agreement and who has complied with Section 6(d).

“Person” means an individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.

“Prospectus” means the prospectus included in the Shelf Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, and by all other amendments and supplements to such prospectus, and in each case including all material incorporated by reference therein.

“Registrable Securities” means shares of Company Common Stock acquired by Investors upon exercise of the Warrants issuable pursuant to the Agreement ; provided, however, that any such shares of Company Common Stock shall cease to be Registrable Securities when they (i) have been sold pursuant to the Shelf Registration Statement, (ii) have been or may be sold pursuant to Rule 144 of the 1933 Act, (iii) have been transferred to someone other than a Permitted Transferee, or (iv) have ceased to be outstanding.

“Registration Expenses” means any and all expenses incident to performance of or compliance by the Company with this Agreement, including without limitation: (i) all SEC registration and filing fees, (ii) all fees and expenses incurred by the Company in connection with compliance with state securities or blue sky laws, (iii) all expenses incurred by the Company of preparing word processing, printing and distributing the Shelf Registration Statement, any Prospectus, and any amendments or supplements thereto, (iv) the fees and disbursements of counsel for the Company and (v) the fees and disbursements of the independent public accountants of the Company, including the expenses of any special audits, but excluding (x) fees and expenses of counsel to the Holders and (y) underwriting discounts and commissions, brokers commissions or similar fees and transfer taxes, if any, relating to the sale or disposition of Registrable Securities by a Holder.

“Registration Period” has the meaning set forth in Section 2(a) hereof.

“SEC” means the Securities and Exchange Commission.

“Shelf Registration Statement” means a “shelf” registration statement of the Company that covers an offering to be made on a continuous basis of all of the Registrable Securities (and may include other securities of the Company held by Other Stockholders) on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all material incorporated by reference therein.

2.                   Registration Under the 1933 Act .

(a)                 The Company shall use its best efforts to file the Shelf Registration Statement as soon as practicable following the issuance of the Warrants pursuant to the Agreement , but in any case no later than 60 days after the date of this Agreement, and shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the SEC as soon as practicable and (subject to Section 3(d) and Section 5) to remain effective until the date on which all shares of Company Common Stock acquired, or which may be acquired, by Investors upon exercise of the Warrants have ceased to be Registrable Securities (the “Registration Period”).

(b)                The Company shall pay all Registration Expenses in connection with the registration pursuant to this Section 2. Each Holder shall pay (i) all underwriting discounts and commissions, brokers commissions or similar fees and transfer taxes, if any and (ii) the fees and expenses of counsel to the Holders, if any, pro rata in proportion to the number of Registrable Securities sold by such Holder pursuant to the Shelf Registration Statement in relation to all Registrable Securities sold pursuant to the Shelf Registration Statement.

(c)                 In addition to the Registrable Securities, the Company may include in the Shelf Registration Statement securities held by Other Stockholders.

3.                   Registration Procedures .

(a)                 In connection with the obligations of the Company with respect to the Shelf Registration Statement, the Company shall:

(1)                prepare and file with the SEC the Shelf Registration Statement on an appropriate form under the 1933 Act, which form (x) shall be selected by the Company and (y) shall be available for the resale of the Registrable Securities by the selling Holders thereof and (z) shall comply as to form in all material respects with the requirements of the applicable form;

(2)                prepare and file with the SEC such amendments and post-effective amendments to the Shelf Registration Statement as may be necessary to keep the Shelf Registration Statement effective for the Registration Period and cause each Prospectus to be supplemented by any required prospectus supplement and cause any supplement to be filed pursuant to Rule 424 under the 1933 Act;

(3)                furnish to each Holder of Registrable Securities, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any supplement thereto and such other documents as such Holder may reasonably request, in order to facilitate the public sale or other disposition of the Registrable Securities; and the Company consents to the use of such Prospectus and any amendment or supplement thereto in accordance with applicable law and the terms hereof by each of the selling Holders of Registrable Securities in connection with the offering and sale of the Registrable Securities in accordance with the plan and manner of distribution which is attached hereto as Annex A and which will be included in the Prospectus;

(4)                use its reasonable best efforts to register or qualify the Registrable Securities under all applicable state securities or “blue sky” laws of such jurisdictions as any selling Holder of Registrable Securities shall reasonably request in writing by the time the Shelf Registration Statement is filed with the SEC, and do any and all other acts and things that may be reasonably necessary or advisable to enable such Holder to consummate the disposition in each such jurisdiction of such Registrable Securities owned by such Holder; provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(a)(4), (ii) file any general consent to service of process or (iii) subject itself to taxation in any such jurisdiction if it is not so subject;

(5)                promptly notify each Holder of Registrable Securities and, if requested by any such Holder, confirm such advice in writing (i) when the Shelf Registration Statement has become effective and when any post-effective amendment thereto has been filed and becomes effective, (ii) of any request by the SEC or any state securities authority for amendments and supplements to the Shelf Registration Statement and Prospectus or for additional information after the Shelf Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Shelf Registration Statement or the initiation of any proceedings for that purpose, or of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, and in any such case, the Company shall make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement and provide immediate notice to each Holder of the withdrawal of any such order;

(6)                upon request, furnish to each Holder, without charge, a conformed copy of the Shelf Registration Statement and any post-effective amendment thereto (without documents incorporated therein by reference or exhibits thereto);

(7)                cooperate with the selling Holders to facilitate the timely preparation and delivery of certificates representing Registrable Securities sold and not bearing any restrictive legends and enable such Registrable Securities to be in such denominations and registered in such names as the selling Holders may reasonably request at least three business days prior to the delivery of any Registrable Securities sold under the Shelf Registration Statement;

(8)                upon the occurrence of any event during the Registration Period that makes any statement made in the Shelf Registration Statement or the related Prospectus untrue in any material respect or that requires the making of any changes in the Shelf Registration Statement or Prospectus so that they will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, immediately notify each selling Holder and use its commercially reasonable best efforts to prepare and file with the SEC a supplement or post-effective amendment to the Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities, such Prospectus will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(9)                if reasonably requested by any Holder covered by the Shelf Registration Statement, promptly incorporate in a Prospectus supplement such information with respect to such Holder as such Holder reasonably requests to be included therein,

(b)                The Company may require each Holder to furnish to the Company such information regarding the Holder and evidence of its compliance with the terms of Sections 3(b), 3(c) and 3(d) of this Agreement and applicable securities laws and regulations applicable to the sale of Registrable Securities as the Company may from time to time reasonably request in writing. Each Holder agrees to distribute Registrable Securities only in the manner described in Annex A and in compliance therewith. Each Holder is furnishing information to the Company in the form of Annex B concurrently with the execution of this Agreement. Each Holder represents and warrants that it has not held any position or office or had any other material relationship with the Company (or its predecessors or affiliates) during the three years prior to the date hereof. Each Holder further represents and warrants that the foregoing information is accurate and complete and that the securities to be offered pursuant to the Shelf Registration Statement will include only Registrable Securities. Each Holder agrees to promptly notify the Company of any inaccuracies or changes in the information provided to the Company that may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains effective. Each Holder authorizes the Company to include such information (without independently verifying the accuracy or completeness thereof) in the Shelf Registration Statement and/or other documents prepared or filed in connection therewith or in connection with sales of Registrable Securities thereunder. When Registrable Securities have been transferred pursuant to the Shelf Registration Statement, each Holder shall provide notice to the Company specifying the identity of such transferring Holder and the number of shares of Registrable Securities so transferred, and certifying that (i) the prospectus delivery requirements of the 1933 Act have been satisfied, (ii) the Holder is named as a “Selling Security Holder” in the Shelf Registration Statement, (iii) the aggregate number of shares of Company Common Stock transferred are not in excess of those listed in the Shelf Registration Statement as being offered by such Holder, and (iv) the transfer was described in the section captioned “Plan of Distribution” in the Shelf Registration Statement.

(c)                 Each Holder agrees to, as expeditiously as possible, (i) notify the Company of the occurrence of any event that makes any statement made in the Shelf Registration Statement or Prospectus regarding such Holder untrue in any material respect or that requires the making of any changes in the Shelf Registration Statement or Prospectus so that, in such regard, (A) in the case of the Shelf Registration Statement, it will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (B) in the case of a Prospectus, it will not contain any untrue statement of material fact or omit to state any 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, (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to the Shelf Registration Statement or a supplement to such Prospectus, and (iii) execute and deliver such other agreements, instruments or documents, or take such other actions, or refrain from taking such other actions, as reasonably requested by the Company to implement the terms, conditions, agreements and transactions contemplated by the Agreement. Each Holder acknowledges and agrees that the performance by the Company of its obligations in respect of such Holder set forth in Section 3(a) and contained elsewhere in this Agreement are conditioned upon and subject to such Holder’s timely compliance with its obligations under Section 3(b), (c) and (d) and contained elsewhere in this Agreement.

(d)                Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(a)(8) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(a)(8) hereof, and, if so directed by the Company, such Holder will deliver to the Company all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice. Each Holder agrees that in the event it receives any notice from the Company under Section 3(a)(8), it will not disclose such fact to any Person.

4.                   Indemnification and Contribution .

(a)                 The Company agrees to indemnify and hold harmless each Holder whose Registrable Securities are included in the Shelf Registration Statement and each Person, if any, who controls such Holder within the meaning of the 1933 Act, from and against all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred by such Holder or any such controlling Person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the Shelf Registration Statement (or any amendment thereto) pursuant to which Registrable Securities were registered under the 1933 Act, including all documents incorporated therein by reference, or caused by 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, or caused by any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended or supplemented if the Company has furnished any amendments or supplements thereto), or caused by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information furnished to the Company in writing by any selling Holder claiming a right to indemnification under this Section 4 or its representatives expressly for use therein; provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary Prospectus, or Prospectus, the indemnity agreement contained in this Section 4(a) will not inure to the benefit of any such Person to the extent that any such losses, claims, damages or liabilities of such Person result from the fact that there was not sent or given to any Person who purchased Registrable Securities a copy of the Prospectus, as then amended or supplemented (exclusive of material incorporated by reference), if the Company had previously furnished copies thereof to such Person.

(b)                Each Holder of Registrable Securities included in the Shelf Registration Statement agrees, severally and not jointly, to indemnify and hold harmless the Company and the other selling Holders and Other Stockholders participating in the Shelf Registration Statement, and each of their respective directors, officers who sign the Shelf Registration Statement and each Person, if any, who controls the Company and any other selling Holder or Other Stockholder within the meaning of the 1933 Act to the same extent as the foregoing indemnity from the Company, but only with reference to information furnished to the Company in writing by such Holder expressly for use in the Shelf Registration Statement (or any amendment thereto) or any Prospectus (or any amendment or supplement thereto); provided that, with respect to any untrue statement or omission or alleged untrue statement or omission made in any preliminary Prospectus, or Prospectus, the indemnity agreement contained in this Section 4(b) will not inure to the benefit of any such Person to the extent that any such losses, claims, damages or liabilities of such Person result from the fact that there was not sent or given to any Person who purchased Registrable Securities a copy of the Prospectus, as then amended or supplemented (exclusive of material incorporated by reference), if the Company had previously furnished copies thereof to such Person.

(c)                 In case any proceeding (including any governmental investigation) shall be instituted involving any Person in respect of which indemnity may be sought pursuant to either paragraph (a) or paragraph (b) above, such Person (the “indemnified party”) shall promptly notify the Person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (a) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Company, its directors, its officers who sign the Shelf Registration Statement and each Person, if any, who controls the Company within the meaning of the 1933 Act and (b) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Holders and Other Stockholders and all Persons, if any, who control any Holders or Other Stockholders within the meaning of the 1933 Act, and that all such fees and expenses shall be reimbursed as they are incurred. In such case involving the Holders and Other Stockholders and such Persons who control Holders and Other Stockholders, such firm shall be designated in writing by the Holders of a majority of the Registrable Securities and other shares included in the registration then outstanding. In all other cases, such firm shall be designated by the Company. The indemnifying party shall not be liable for any settlement of any proceeding effected without its prior written consent (which consent shall not be unreasonably withheld) but, if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into, and (iii) such indemnifying party shall not have reimbursed the indemnified party for such fees and expenses of counsel in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which such indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding; provided that such unconditional release may be subject to a parallel release of a claimant or plaintiff by such indemnified party from all liability in respect of claims or counterclaims asserted by such indemnified party, and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of any indemnified party; provided, further, that, as to each indemnified party withholding such consent, the maximum amount of the losses, damages or liabilities in respect of which such indemnified party may seek indemnification hereunder with respect to such claim is limited to the amount that the indemnifying party would have paid to or on behalf of such indemnified party had such indemnified party consented to such settlement.

(d)                If the indemnification provided for in paragraph (a) or paragraph (b) of this Section 4 is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party or parties on the one hand and of the indemnified party or parties on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of the Company and the Holders and Other Stockholders shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Holders or Other Stockholders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Holders’ obligations to contribute pursuant to this Section 4(d) are several in proportion to the aggregate amount of Registrable Securities of such Holder that were registered pursuant to the Shelf Registration Statement.

(e)                 The Company and each Holder agree that it would not be just or equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in paragraph (d) above. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in paragraph (d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 4, no Holder shall be required to indemnify or contribute any amount in excess of the net proceeds received by such Holder in connection with the sale of the Registrable Securities sold by such Holder. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person who was not guilty of fraudulent misrepresentation.

The indemnity and contribution provisions contained in this Section 4 shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder or any Person controlling any Holder, or by or on behalf of the Company, its officers or directors or any Person controlling the Company, and (iii) any sale of Registrable Securities pursuant to the Shelf Registration Statement.

5.                   Permitted Interruption . Notwithstanding any provision of this Agreement or the Agreement , the Company shall not be required to prepare or file the Shelf Registration Statement, any amendment or post- effective amendment thereto or Prospectus supplement or to supplement or amend the Shelf Registration Statement or otherwise facilitate the resale of Registrable Securities, and the Company shall be free to take or omit to take any other action that would result in the impracticality of any such filing, supplement or amendment, (x) in connection with pending corporate developments, public filings with the SEC and similar events, for a period not to exceed 30 days in any three-month period or an aggregate of 90 days (whether or not consecutive) in any twelve-month period or (y) in connection with any pending or potential acquisitions, financings or similar transactions, for a period not to exceed 60 days in any three-month period or 90 days (whether or not consecutive) in any twelve-month period (any period described in this Section 5 during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”). If a Permitted Interruption affects the Shelf Registration Statement during the Registration Period, the Company agrees to notify each of the Holders so affected by a Permitted Interruption as promptly as practicable upon each of the commencement and termination of each Permitted Interruption. The Company shall not be required in the notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Holder agrees that it will not disclose receipt of a notice of Permitted Interruption to any Person. Each Holder agrees that, upon receipt of any notice from the Company, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the Shelf Registration Statement until such Holder’s receipt of the Company’s notice as to the termination of the Permitted Interruption.

6.                   Miscellaneous .

(a)                 No Inconsistent Agreements. The Company has not entered into, and on or after the date of this Agreement will not enter into, any agreement that is inconsistent with the rights granted to the Holders pursuant to this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company’s other issued and outstanding securities under any such agreements.

(b)                Amendments and Waivers. This Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of at least a majority of the Registrable Securities then outstanding affected by such amendment, modification, supplement, waiver or consent; provided, however, that no amendment, modification, supplement, waiver or consents to any departure from the provisions of Section 4 hereof shall be effective as against any Holder unless consented to in writing by such Holder.

(c)                 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective must be in writing and, unless otherwise expressly provided herein, are deemed to have been duly given or made when delivered by hand or by courier, or by certified mail, or, when transmitted by facsimile and a confirmation of transmission printed by sender’s facsimile machine. A copy of any notice given by facsimile also must be mailed, postage prepaid, to the addressee. Notices to the respective parties hereto must be addressed as follows:

If to the Company:

Guided Therapeutics, Inc.
5835 Peachtree Corners East, Suite D,
Norcross, Georgia 30092
Attn: President

With a copy in the case of notice to GT (which shall not constitute notice) to:

Jones Day
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309-3053
Attn: David J. Bailey
John E. Zamer

If to Maloof:

2669 Mercedes Drive
Atlanta, GA 30345

If to Funderburke:

3593 Northcrest Road
Atlanta, GA 30340

With a copy in the case of notice to Maloof and Funderburke (which shall not constitute notice) to:

The Lambros Firm LLC
1280 The Peachtree
1355 Peachtree Street
Atlanta, GA 30309
Attn: Andrew J. Ekonomou

and

Page Perry, LLC
1040 Crown Pointe Parkway
Suite 1050
Atlanta, GA 30338
Attn: Daniel I. MacIntyre

Any party may alter the address to which communications or copies are to be sent by giving notice of the change of address under this Section.

(d)                Successors and Assigns. This Agreement binds and inures to the benefit of the Holders and the Company and its successors. No Holder may assign any of the rights created by this Agreement, except to a Permitted Transferee who consents in writing to be bound by the terms and conditions of this Agreement and supplies the information and makes the representations to the same extent as the Holders originally party hereto.

(e)                 Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f)                 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

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

(h)                Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

GUIDED THERAPEUTICS, INC.


By: /s/ Mark L. Faupel
Name: Mark L. Faupel

Title: Chief Executive Officer

Notary: /s/ Tanygna Touch

/s/ Dolores M. Maloof
Dolores M. Maloof

Notary: /s/ Stacy Clein

/s/ James E. Funderburke
James E. Funderburke

Notary: /s/ Shweta Arora

ANNEX A

Plan of Distribution

The selling security holders may sell the securities from time to time on any stock exchange or automated interdealer quotation system on which the securities are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling security holders may sell the securities by one or more of the following methods:

1.                   block trades in which the broker or dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

2.                   purchases by a broker or dealer as principal and resale by the broker or dealer for its own account;

3.                   ordinary brokerage transactions and transactions in which the broker solicits purchases;

4.                   privately negotiated transactions;

5.                   short sales;

6.                   through option transactions; and

7.                   any combination of any of these methods of sale.

The Company does not know of any arrangements by the selling security holders for the sale of any of the securities.

The selling security holders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the securities. These brokers, dealers or underwriters may act as principals, or as an agent of a selling security holder. Broker-dealers may agree with a selling security holder to sell a specified number of the securities at a stipulated price per security. If the broker-dealer is unable to sell securities acting as agent for a selling security holder, it may purchase as principal any unsold securities at the stipulated price. Broker-dealers who acquire securities as principals may thereafter resell the securities from time to time in transactions on any stock exchange or automated interdealer quotation system on which the securities are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above. The selling security holders may also sell the securities that qualify in accordance with Rule 144 under the Securities Act of 1933, as amended, rather than pursuant to this prospectus, regardless of whether the securities are covered by this prospectus.

To the extent required under the Securities Act of 1933, as amended, the aggregate amount of selling security holders’ securities being offered and the terms of the offering, the names of any agents, brokers, or dealers and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any dealers, brokers or agents participating in the distribution of the securities may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling security holder and/or purchasers of selling security holders’ securities, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

The selling security holders and any brokers, dealers or agents that participate in the distribution of the securities may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the securities sold by them may be deemed to be underwriting discounts and commissions.

A selling security holder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the securities in the course of hedging the positions they assume with that selling security holder, including, without limitation, in connection with distributions of the securities by those broker-dealers.

The selling security holders and other persons participating in the sale or distribution of the securities will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the securities by the selling security holders and any other person. The anti-manipulation rules under the Securities Exchange Act of 1934, as amended, may apply to sales of securities in the market and to the activities of the selling security holders and their affiliates. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of the securities to engage in market-making activities with respect to the particular securities being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the securities and the ability of any person or entity to engage in market-making activities with respect to the securities.

The Company has agreed to indemnify in certain circumstances the selling security holders against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The selling security holders have agreed to indemnify the Company in certain circumstances against certain liabilities, including liabilities under the Securities Act of 1933, as amended.