Exhibit
10.6


 


___________________


 


Consulting Agreement


___________________


 


This
Consulting Agreement (this “Agreement”), made as of February 12, 2016 by and between Guided Therapeutics, Inc.,
a Delaware limited liability company (the “Company”) and GPB DEBT HOLDINGS II LLC (the “Consultant”).


 


Whereas,
the Company wishes to assure itself of the services of the Consultant as specified herein for the period provided in this
Agreement, and the Consultant is willing to provide its services to the Company for the period under the terms and conditions
set forth herein.


 


Now,
Therefore, Witnesseth, that for and in consideration of the premises and of the mutual promises and covenants herein contained,
the parties hereto agree as follows:


 


1.Engagement


 


The
Company agrees to and does hereby engage the Consultant, and the Consultant agrees to and does hereby accept engagement by the
Company for the period commencing on the date hereof and ending upon the expiration of the Royalty Term (as hereinafter defined).
The period during which Consultant shall serve in such capacity shall be deemed the “Engagement Period” and shall
hereinafter be referred to as such.


 


2.Services


 


2.1During
the Engagement Period, the Consultant shall render to the Company the services described below on a non-exclusive basis and shall
report to the chief executive officer of the Company.


 


2.2The
services to be rendered by the Consultant to the Company shall under no circumstances include the following:


 


a.Any
activities which could be deemed by the Securities and Exchange Commission to constitute investment banking or any other activities
requiring the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934, as amended.


 


b.Any
activities which could be deemed to be in connection with the offer or sale of securities in a capital-raising transaction.


 


2.3The
services to be rendered by the Consultant to the Company shall consist of the following:


 


2.3.1Corporate
Planning


 


		a.	Develop
                                         an in-depth familiarization with the Company’s business objectives and bring to
                                         its attention potential or actual opportunities which meet those objectives or logical
                                         extensions thereof.



 


		b.	Comment
                                         on the Company’s corporate development including such factors as position in competitive
                                         environment, financial performances vs. competition, strategies, operational viability,
                                         etc.



 


		2.3.2	Business
                                         Strategies



 


a.Evaluate
business strategies and recommend changes where appropriate.


 


		b.	Critically
                                         evaluate the Company’s performance in view of its corporate planning and business
                                         objectives.



 


3.Compensation


 


3.1For
the services and duties to be rendered and performed by the Consultant during the Engagement Period and in consideration of the
Consultant’s having entered into this agreement, the Company agrees to pay to the Consultant a royalty equal to 3.5% of
all Revenues (as hereinafter defined) invoiced and received by the Company during the period commencing on the date hereof and
ending on the fourth anniversary thereafter (the “Royalty Term”). The Company will pay the royalty on a quarterly
basis, as follows: no later than forty five (45) days following the end of each fiscal quarter during the Royalty Term, the Company
shall pay Consultant an amount equal to 3.5% of all Revenues invoiced and received by the Company during such fiscal quarter.
“Revenues” for a given fiscal quarter shall mean the amount invoiced and received by the Company for any sales of
its products during such fiscal quarter. For any fiscal quarter that begins prior to, or ends after, the Royalty Term, the royalty
shall be equal to 3.5% of all Revenues invoiced and received by the Company during the portion of the fiscal quarter falling within
the Royalty Term.


 


3.2On
or before the 45th day following each fiscal quarter during the Royalty Term, the Company shall provide to the Consultant a report
showing all Revenues received by it during the fiscal quarter to which such report relates.


 


3.3
The Consultant shall have the right, directly or through its authorized agents or auditors, at its own expense, during normal
business hours and upon reasonable notice, no more often than twice annually and no later than twelve (12) months following the
expiration of the Royalty Term, to examine the Company’s accounting records for the purpose of verifying the Revenues and
resultant royalties earned pursuant to this Agreement. No period may be examined by Consultant more than once. All records relating
to the royalties shall be maintained by the Company for at least twelve (12) months following the expiration of the Royalty Term.


 


3.4If
an audit of such books reveals that for the period covered by such audit there has been an underpayment of royalty required to
be paid to Consultant then the Company shall be obligated to pay to Consultant an amount equal to such underpayment, with interest
thereon from the respective due date(s) as provided in Section 2.5(b) hereof, to the date of payment at the applicable prime rate
of Citibank, N.A., plus an amount (the “Accord”) equal to five percent (5%) of such underpayment. The Company shall
pay the amount of the underpayment, the interest accrued thereon and the Accord within twenty (20) days after its acceptance of
the results of the audit or of the resolution of any dispute with respect thereto. The parties agree that the Accord shall be
deemed liquidated damages and not a penalty; that the payment of such interest and the Accord shall not be credited against any
then remaining unpaid balance of royalty payable to Consultant hereunder. As long as the underpayment, the Accord and any other
payments due under this Section 3.4 are paid by the Company to the Consultant within the aforementioned twenty (20) day period,
the payment of the amount of any underpayment with interest plus the Accord shall constitute Consultant’s sole and exclusive
remedy against the Company for any such underpayment and for any expense or other damage incurred by Consultant connection therewith,
and shall discharge the Company of and from any and all liability to Consultant relating to or arising out of such underpayment
of a royalty and shall not be considered a default or breach of this Agreement, If the amount of the underpayment of royalty is
greater than twelve percent (12%) of the amount that was due, however, the Company shall also separately reimburse Consultant
for any and all expenses, costs or other damages incurred by Consultant connection with such underpayment.


 


4.Secrets


 


Consultant
agrees that any trade secrets or any other like information of value relating to the business of the Company, including but not
limited to, information relating to inventions, disclosures, processes, systems, methods, formulae, patents, patent applications,
machinery, materials, research activities and plans, costs of production, contract forms, prices volume of sales, promotional
methods, list of names or classes of customers, which it has heretofore acquired or may hereafter acquire during the Engagement
Period as the result of any disclosures to it, or in any other way, shall be regarded as held by the Consultant in a fiduciary
capacity for the benefit of the Company, its successors or assigns. Consultant acknowledges that, in the performance of the services
described in Section 2, it might be the recipient of material, non-public information concerning the Company. Consultant agrees
to treat such information as confidential and not to trade any securities of the Company on the basis of such confidential information.
The Company shall have no obligation to Consultant to disclose such confidential information.


 


5.Survival
of Certain Agreements


 


The
covenants and agreements set forth in Section 3.3, Section 3.4 or Article 4 shall survive the expiration of the Engagement Period
and shall all survive termination of this Agreement and remain in full force and effect regardless of the cause of such termination.


 


6.Notices


 


6.1All
notices or permitted to be given hereunder shall be delivered by hand, telecopier, or recognized courier service to the party
to whom such notice is required or permitted to be given hereunder. Any delivered to the address designated for such delivery
by such party, notwithstanding the refusal of such party or other person to accept such delivery.


 


6.2Any
notice to the Company or to any assignee of the Company shall be addressed as follows:


 


Guided
Therapeutics Inc.


5835
Peachtree Corners East, Suite D


Norcross,
GA 30092


Telephone
No.: (770) 242-8723


Facsimile
No.: (770) 242-8639


Attention:
President


E-mail:
president@guidedinc.com


 


6.3Any
notice to Consultant shall be addressed as follows:


 


Evan
Myrianthopoulos


810
7th Avenue, 18th Floor

New York, NY 10019

Direct:  (646) 502-2510

Fax:  (212) 813-1047

Email: emyrian@aegiscap.com





6.4Either
party may change the address to which notice to it is to be addressed, by notice as provided herein.


 


7.Applicable
Law


 


This
Agreement shall be interpreted and enforced in accordance with the laws of New York.


 


8.Interpretation


 


Whenever
possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision is unenforceable or invalid under such law, such provision shall be ineffective only to the extent of such
unenforceability or invalidity, and the remainder of such provision and the balance of this Agreement shall in such event continue
to be binding and in full force and effect.


 


 


IN
WITNESS WHEREOF, the parties hereto have executed the above Agreement as of the day and year first above written.


 


 


GUIDED
THERAPEUTICS, INC.


 


 


By:
/s/ Gene Cartwright


Name:
Gene Cartwright


Title:
CEO


 


 


GPB
DEBT HOLDINGS II LLC


 


 


By:
/s/ Roger Anscher


Name:
Roger Anscher


Title:
Authorized Signatory