Exhibit
10.4 


 


 


THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. LENDERS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE
ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.


 


ADAR
BAYS, LLC


COLLATERALIZED
SECURED PROMISSORY NOTE


 


 





	$40,000.00	Miami Beach, FL
	 	May 17, 2017



 


 


		1.	              Principal
                                         and Interest



 


FOR
VALUE RECEIVED, Adar Bays, LLC, a Florida Limited Liability Company (the "Company") hereby absolutely and unconditionally
promises to pay to Guided Therapeutics, Inc. (the “Lender"), or order, the principal amount of Forty Thousand Dollars
($40,000.00) no later than January 17, 2018, unless the Lender does not meet the “current information requirements”
required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may declare both this Note and the
Second Note (as defined in the Securities Purchase Agreement, dated May 17, 2017, by and between the Lender and the Company (the
“Securities Purchase Agreement”; all capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Securities Purchase Agreement) to be null and void. This Full Recourse Note shall bear interest at the rate of
8% per annum commencing on May 17, 2017 which shall offset interest accrued under the Second Note until such time that this Note
has been paid by the Company.


 


2.             Repayments
and Prepayments; Security.


 


a.All
principal under this Note shall be due and payable no later than January 17, 2018, unless the Lender does not meet the “current
information requirements” required under Rule 144 of the Securities Act of 1933, as amended, in which case the Company may
declare both this Note and the Second Note to be null and void.


 


b.The
Company may pay this Note at any time. This note may not be assigned by the Lender, except by operation of law.


 


c.This
Note shall initially be secured by the pledge of the First Note, which shall be retained by New Venture Attorneys, P.C. The
Company may exchange this collateral for $40,000.00 cash collateral. All collateral shall be retained by New Venture Attorneys,
P.C., which shall act as the escrow agent for the collateral for the benefit of the Lender. The Company may not effect any conversions
under the Second Note until it has paid to Lender all amounts due pursuant to this Note.


 


 


3.             Events
of Default; Acceleration.


 


a.The
principal amount of this Note is subject to prepayment in whole or in part upon the occurrence and during the continuance of any
of the following events (each, an “Event of Default”): the initiation of any bankruptcy, insolvency, moratorium, receivership
or reorganization by or against the Company, or a general assignment of assets by the Company for the benefit of creditors. Upon
the occurrence of any Event of Default, the entire unpaid principal balance of this Note and all of the unpaid interest accrued
thereon shall be immediately due and payable. The Company may offset amounts due to the Lender under this Note by similar amounts
that may be due to the Company by the Lender resulting from breaches under the Second Note.


 


b.No
remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative
and in addition to every other remedy hereunder, now or hereafter existing at law or in equity or otherwise. The Company accepts
and agrees that this Note is a full recourse note and that the Holder may exercise any and all remedies available to it under
law.


 


4.             Notices.


 


a.
All notices, reports and other communications required or permitted hereunder shall be in writing and may be delivered in person,
by telecopy with written confirmation, 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 Lender, at such Lender’s address as the Lender shall
have furnished the Company in writing and (ii) if to the Company at such address as the Company shall have furnished the
Lender(s) in writing.


 


b.Each
such notice, report or other communication shall for all purposes under this Note 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 sent by electronic communication with confirmation, upon the delivery of electronic communication.


 


5.             Miscellaneous.


 


a.
Neither this Note nor any provisions hereof may be changed, waived, discharged or terminated orally, but only by a signed statement
in writing.


 


b.No
failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable
and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity
or unenforceability shall affect only such provision in such jurisdiction. This Note expresses the entire understanding of the
parties with respect to the transactions contemplated hereby. The Company and every endorser and guarantor of this Note regardless
of the time, order or place of signing hereby waives presentment, demand, protest and notice of every kind, and assents to any
extension or postponement of the time for payment or any other indulgence, to any substitution, exchange or release of collateral,
and to the addition or release of any other party or person primarily or secondarily liable.


 


c.If
Lender retains an attorney for collection of this Note, or if any suit or proceeding is brought for the recovery of all, or any
part of, or for protection of the indebtedness respected by this Note, then the Company agrees to pay all costs and expenses of
the suit or proceeding, or any appeal thereof, incurred by the Lender, including without limitation, reasonable attorneys' fees.


 


d.This
Note shall for all purposes be governed by, and construed in accordance with the laws of the State of Nevada (without reference
to conflict of laws) and the exclusive venue shall be in the State and Federal courts located in State of New York.


 


e.This
Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and
assigns.


 


IN
WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date
first hereinabove written.


 


 


ADAR
BAYS, LLC


 


 


By:/s/
Sam Eisenberg


 


Title:Member


 


 


APPROVED:


 


GUIDED
THERAPEUTICS, INC.


 


 


By:/s/
Gene S. Cartwright


 


Title:CEO