Exhibit 10.11


 





Employment
Agreement


This
Employment Agreement dated as of January 6, 2014
(the "Agreement"), is made
by and between Guided Therapeutics, Inc., a Delaware Corporation
and any successor thereto ("the Company"), and Gene Cartwright (the "Executive").



RECITALS


A.                
It is the desire of the
Company to assure itself of the services
of the Executive by entering into this Agreement.



B.                
The Executive and the Company mutually desire that
Executive provide services to the Company on the terms herein provided.



AGREEMENT


NOW,
THEREFORE, in consideration
of the foregoing and of the respective
covenants and agreements set forth below the parties hereto
agree as follows: 


		1.	Employment. 



		(a)	General. The Company shall employ the
Executive and the Executive shall enter the employ of the Company, for the
period set forth in Section
l(b), in the position set
forth in Section 1(c),
and upon the other terms and conditions herein provided.




		(b)	Employment Term. The initial
term of employment under this
Agreement (the "Initial Term") shall
be for the period beginning
on January 6, 2014,
(the "Effective Date") and ending on (and
including) the first anniversary thereof, unless
earlier terminated as
provided in Section 3. The employment term
hereunder shall automatically be extended
for successive one-year periods
("Extension Terms" and, collectively with the
Initial Term, the "Term")
unless either party
gives written notice of
non-extension to the other no
later than thirty (30) days
prior to the expiration of the then-applicable
Term and subject to earlier
termination as provided in Section 3. 



		(c)	Position and Duties.
The Executive shall
serve as the
Chief Executive Officer of the Company with such customary responsibilities,
duties and authority as may from time to time be assigned
to the Executive by
the Board of Directors of the Company or by the
Board of Directors of Parent (the "Board"). The Executive shall
devote substantially all his
working time and efforts to the
business and affairs of the Company (which may include service
to the Company and its direct and indirect subsidiaries).
The Executive agrees to observe and comply with the rules
and policies of the Company
as adopted by or under
the authority of the Board from time to time. During the Term, it shall
not be a violation of this Agreement for the Executive to serve on
industry trade,
civic or charitable
boards or committees
and manage his personal
investments and affairs, as long
as such activities
do not materially interfere with the
performance of the Executive's duties and responsibilities
as an employee of the Company.
During his employment and following termination of his
employment with the Company, the Executive
agrees not to disparage
the Company, any of
its products or practices,
or any of its
directors, officers, agents, representatives, stockholders
or affiliates, either orally or in
writing. 



		(d)	Location. The Executive
acknowledges that the Company's principal
executive offices are currently located at
Norcross, Georgia. The Executive shall operate principally
out of such executive offices, as they may be moved from
time to time within 40 miles of
their current location
in Norcross, Georgia. The Company expects,
and the Executive agrees, that
the Executive shall be required
to travel from time
to time in order to fulfill
his duties to the Company. 



		(e)	Compliance with Applicable
Policies, Standards, Rules and Regulations.
Executive agrees that in all
aspects of such employment, Executive shall comply with
all policies, standards, rules
and regulations of the Company,
as well as applicable state and federal regulations, established
from time to time,
and shall perform Executive’s
duties faithfully,
intelligently, to the
best of Executive's ability and in the
best interest of the
Company. The Company
has adopted various Company Policies. The Company
Policies are available online and Executive
acknowledges hereby that he has been provided copies of
the Company Policies and is required to
review and abide by
each of the Company Policies. 



		(f)	No Conflict. Executive represents
and warrants that Executive's execution of this
Agreement, Executive's
employment with the Company,
and the performance of
Executive's proposed
duties under this Agreement does
not violate any obligations Executive may
have to any other employer, person
or entity, including obligations
with respect to trade secret,
proprietary or confidential information
of any other person or
entity. 



		2.	Compensation and Related
Matters. 



		(a)	Annual Base Salary.
During the Term, the Executive
shall receive a base
salary at a rate of
$300,000 per annum (the "Annual
Base Salary"),
which shall be paid
in accordance with the
customary payroll practices of the Company,
subject to upward adjustment as
may be determined by the Board in
its discretion. 



		(b)	Annual Bonus.
During each Term, Executive will be eligible
to receive an annual
incentive bonus, with a target bonus amount
equal to $150,000.
The actual bonus amount will
be based upon achievement of Company and individual
performance targets established by the Board for the fiscal
year to which the
bonus relates. The payment of
any annual bonus will be
paid to Executive on or prior to
March 15 and will be subject to your continued employment
with the Company through the applicable
payment date. 



		(c)	Equity Plan. During the Term,
the Executive shall
be eligible to participate in the
[Name of Guided Therapeutics
Equity Plan], or a successor
plan thereto (the "Equity
Plan"), in
accordance with the terms thereof in effect
from time to time. Pursuant
to the Equity Plan, on
the Effective Date, the
Executive shall receive an award of
2,000,000
shares of restricted common
stock of Parent (the "Restricted Stock").
The Restricted Stock shall vest as set forth on Schedule I
attached hereto,
subject to the Executive’s
continuous employment with the Company through the applicable
vesting date and to the terms of the grant agreement and
the Equity Plan. 



		(d)	Benefits. During the Term,
the Executive shall be
entitled to participate in group
medical insurance, 401(k)
and other standard benefits provided by the Company,
as may be amended from time to time,
which are applicable to the senior
officers of the Company. 



		(e)	Vacation. During the Term,
the Executive shall not
participate in any Company sponsored
vacation plan; however the Executive will be expected to
work a minimum of forty-eight (48) weeks during
each year of the
Term, which will allow four (4)
weeks off, with pay,
during each year of the
Term. The minimum work threshold is tied to
the applicable Initial
Term and/or Extension Term, and
no rollover is permitted.
Any vacation shall be taken at
the reasonable and mutual
convenience of the Company and the Executive.




		(f)	Expenses. During the Term,
the Company shall reimburse
the Executive for all
reasonable travel and
other business expenses incurred
by him in the performance
of his duties to the Company in
accordance with the Company's
expense reimbursement policy. 



		(g)	Relocation Expenses.
Upon submission of appropriate
documentation pursuant to the Company's
expense reimbursement policy, the Company shall reimburse
the Executive for up to a maximum
of $50,000 in direct out-of-pocket
moving and relocation
expenses actually incurred by the Executive
during the Initial Term to relocate
his principal residence
to a location in or
reasonably near Norcross,
Georgia, including:
reasonable costs and expenses incurred
in connection with (a) Executive and his spouse
traveling to and staying in
or reasonably near Norcross,
Georgia in order to
search for a home, (b) the cost of temporary housing
in or reasonably near Norcross,
Georgia, (c) moving
the Executive' s household
goods, (d) closing
and settlement costs incurred with
respect to the Executive' s
purchase of a new principal residence
(such as legal fees,
appraisal fees, and
payment of the mortgage recording tax),
and (e) the brokerage commission
on the sale of the Executive'
s current principal
residence, not to exceed
an amount equal to 6% of the
proceeds of the Executive's current
principal residence, as of the date of sale.




		(h)	Commuting Expenses. Upon submission
of appropriate documentation pursuant
to the Company's expense
reimbursement
policy, the Company
shall reimburse the Executive
for any direct out-of-pocket expenses
actually incurred
by the Executive
during the Initial Term
in connection with weekly commuting (or commuting at such
other intervals
as agreed to by the
Parties) to and from Norcross, Georgia. 



		(i)	Withholdings and
Taxes. All compensation payable
to Executive hereunder is subject
to withholding for all applicable federal, state
and local
income taxes, and all applicable employment, occupational, Social Security and other similar
taxes, and any other amounts as required by law.




		(j)	Clawback. Notwithstanding
any other provision
in this Agreement to the contrary,
any incentive-based
compensation, or any other compensation,
paid to Executive pursuant
to this Agreement or any other agreement or arrangement
with the Company which is
subject to recovery
under any law,
government regulation or stock
exchange listing requirement,
will be subject to
such deductions and
clawback as may be
required to be
made pursuant to such
law, government regulation
or stock exchange
listing requirement (or any policy
adopted by the
Company pursuant
to any such
law, government regulation
or stock exchange listing
requirement). 



		(k)	Key Person Insurance.
At any time during the Term, the Company
shall have the
right to insure the
life of the Executive for the Company's
sole benefit.
The Company shall have
the right to determine
the amount of insurance
and the type of policy.
The Executive shall
cooperate with the Company
in obtaining such
insurance
by submitting to physical
examinations, by
supplying all information
reasonably required
by any insurance
carrier, and by executing all necessary
documents reasonably
required by any insurance
carrier. The Executive shall
incur no financial
obligation by executing any required
document, and shall
have no interest
in any such
policy. 



		(l)	Annual Review.
Approximately every 12
months during the
Term, the Executive and the Board or appropriate committee of the
Board shall meet to
discuss the
Executive's
performance and
terms
of the Executive's
employment by
the Company. 



		3.	Termination. 



The
Term and the Executive's employment
hereunder
may be terminated for any reason
by the Company
or the Executive,
but the benefits
Executive receives, if
any, are dependent
on the reason for
Termination. 


		(a)	Notice of Termination. Any termination of
the Executive's employment by
the Company or by the Executive
under this Section 3 (other than termination pursuant
to paragraph (a)(i)) shall
be communicated by a
written
notice to
the other party
indicating the specific termination
provision in this Agreement
relied upon, and
specifying a Date
of Termination which,
if submitted
by the Executive,
shall be at least
two weeks following
the date of such notice
(a "Notice of Termination")
or such earlier date as the
Company may
prescribe. A Notice
of Termination submitted by
the Company may provide for a
Date of Termination on the
date the Executive receives the Notice of Termination, or any date thereafter elected by the
Company in its sole
discretion. 



		(b)	Company Obligations Upon Termination. Upon termination of the
Executive's employment for any
reason, the Executive
(or the Executive's
estate) shall be entitled
to receive
the sum of
the Executive's
Annual Base Salary through the Date of Termination not
theretofore paid,
which shall
be paid upon termination
and in no event
within 30 days after
termination, any expenses
owed to the Executive under Section
2(f), and,
except as otherwise provided herein,
any amount accrued and arising
from the Executive's
participation in, or
benefits accrued under
any employee benefit plans, programs
or arrangements under Section 2(d),
which amounts shall
be payable in accordance
with the terms and
conditions of such employee
benefit plans, programs or arrangements,
and such other
or additional benefits as may be, or
become, due to
him under the applicable terms of
applicable plans, programs,
agreements, corporate governance documents and other arrangements of the
Company and its parent and
subsidiaries (collectively,
the "Company
Arrangements"). 



		(c)	Resignation
of Directorships.
Upon termination of the
Executive's employment, for any reason,
the Executive shall be
deemed to have resigned from
all offices and directorships,
if any, then held with
the Company or any subsidiary or
affiliate
thereof, and, at
the Company's request,
Executive shall execute
such documents as the
Company determines to be necessary
or desirable
to effectuate such
resignations.




		4.	Severance Payments. 



		(a)	Termination for Cause, without Good Reason,
or Executive's Non-Renewal.
If the Executive’s
Employment is terminated
by the Company for
Cause, by the Executive
without Good Reason,
or through Executive’s
non-renewal under Section l(b), the Executive shall
not be entitled to any severance
payment or benefit.




		(b)	Termination without Cause, with Good Reason,
through Death or Disability,
or Company Non-Renewal.
If the Executive's Employment is terminated
by the Company without Cause,
by the Executive
with Good Reason,
because of the Executive's
death or Disability, or through the
Company's non-renewal under Section
l(b), the
Company shall,
subject to the Executive
signing within
twenty-one (21)
days (or forty-five
days (45) if necessary
to comply with applicable
law) following the
Date of Termination, a separation
and release agreement in
the form substantially
similar to the one
attached
hereto
as Annex A (the "Release")
and not revoking the
Release within seven
(7) days thereafter: 



		(i)	pay to the Executive,
in a lump sum
on the sixtieth
(60th) day following the
Date of Termination,
an amount equal to
the Annual Base Salary
that the Executive
would have been entitled
to receive if the Executive had
continued his employment
hereunder for a period
of twelve (12) months
following the Date of Termination; and 



		(ii)	If Executive timely
and properly elects continuation
coverage under the Consolidated Omnibus
Reconciliation Act of 1985 ("COBRA"),
the Company shall reimburse
Executive for the difference between the monthly COBRA
premium paid by Executive for himself
and his dependents and
the monthly premium amount paid
by similarly situated active executives. Such reimbursement
shall be paid to Executive
on the last day of the
month immediately following the month in which the Executive
timely remits premium payment. Executive shall be
eligible to receive such
reimbursement until the earliest of: (i)
the twelve (12) month anniversary of
the termination; (ii) the date Executive is
no longer eligible to receive COBRA continuation coverage;
and (iii) the date on
which Executive becomes eligible to
receive substantially similar coverage from another employer. 



		(c)	Section 409A Six-Month Delay. To
the extent that any
severance payment (a "409A Payment")
constitutes a "deferral of compensation" subject
to Section 409A of the Internal Revenue Code of
1986, as amended, and
Department of Treasury regulations and
other binding interpretive guidance issued
thereunder ("Section 409A"), then, (A)
in the event that a termination of
the Executive's employment does
not constitute a "separation from service"
as defined in Treasury
Regulation 1.409A-l(h) ("Separation
From Service"), such 409A Payment shall begin
at such time as the
Executive has otherwise
experienced such a Separation from Service, and (B) if on
the date of the Executive's Separation from Service,
the Executive is a
"specified employee,"
as such term is defined in Treas.
Reg. Section 1.409A-l(i),
as determined from time to time by the Company,
then such 409A Payment
shall not be made to
the Executive earlier than the
earlier of (i) six (6) months after the
Executive's Separation from Service; or
(ii) the date of his
death. The 409A Payments under this Agreement
that would otherwise
be made during such period shall
be aggregated and paid
in one lump sum, without
interest, on the first
business day following the
end of the six (6)
month period or following the
date of the Executive's death, whichever
is earlier, and the
balance of the 409A Payments, if any,
shall be paid in accordance
with the applicable payment schedule provided
in Section 4.




		5.	Executive's Covenants. 



		(a)	Protection Against Unfair
Competition. Executive agrees and covenants that during
Executive's employment with the Company and for a period of two (2) years following the last
day on which Executive is
employed by the Company
(the "Termination Date"), Executive shall
not, directly or indirectly,
whether through Executive or through another
person or entity, perform the Prohibited Activities (as
defined below) in the Territory (as defined below) for
or on behalf of Executive or any other business entity
that competes with the Business
of the Company (as
defined below). 



		(i)	For purposes of
this Agreement, Executive's
"Prohibited Activities" means executive and managerial
activities of the type conducted, provided,
or offered by Executive
pursuant to this Agreement
within two (2) years
prior to the Termination Date. 



		(ii)	For purposes of
this Agreement, the "Territory" means
the Canada and Europe plus any
other geographic area(s) in
which Executive is performing services
for or on behalf of
the Company as of the
Termination Date. 



		(iii)	For purposes of
this Agreement, the "Business of
the Company" means using light to detect disease at
the cellular level or similar activities
of the type conducted,
authorized,
offered or provided by
the Company during
the Term and within two (2) years prior to the Termination
Date. 



		(b)	Non-Solicitation of Customers.
Executive agrees and covenants that during Executive's
employment with the Company and for
a period of two (2)
years following the Termination Date, Executive shall not
solicit or attempt to solicit, directly
or by assisting others,
any business from any of the Company's customers, including
actively sought prospective customers,
with whom Executive had Material Contact during
Executive's employment for purposes of
providing products or services
that are competitive with those provided by the Company.




		(i)	For purposes of this Agreement,
products or services shall be
considered competitive with those provided by the Company
if such products or
services are of the type conducted,
authorized, offered or provided by the Company within two
(2) years prior to the Termination Date. 



		(ii)	For purposes of
this Agreement, the term "Material Contact" means
contact between Executive
and each customer or potential customer (i) with whom Executive
dealt on behalf of
the Company, (ii) whose dealings
with the Company were
coordinated or supervised by Executive, (iii) about whom
the Executive obtained Confidential Information
in the ordinary course of business as a result of Executive's association with the Company,
or (iv) who receives products or
services authorized
by the Company, the sale
or possession of which results or resulted
in possible compensation, commissions, or earnings for Executive within two (2) years prior
to the Termination Date. 



		(c)	Non-Solicitation of Employees. Executive agrees and covenants that
during Executive's employment by the Company and for a
period of two (2) years
following the Termination Date, Executive shall not solicit
or attempt to solicit,
directly or by assisting others, any person who was an employee of the Company on,
or within six (6) months before, the date of such solicitation
or attempted solicitation and with whom Executive had contact
while employed by the Company, to leave the employment
of the Company. 



		(d)	Tolling. In the event
the enforceability of any of the restrictive covenants
in this Agreement are challenged in
a claim or counterclaim in court
during the time periods set forth in
this Agreement for such restrictive covenants,
and Executive is not immediately enjoined from breaching
any of the restrictive covenants
herein, then if a
court of competent jurisdiction
later finds that the challenged
restrictive covenant is
enforceable, the time
periods set forth in the
challenged restrictive covenant(s) shall be deemed tolled
upon the filing of the
claim or counterclaim in court
seeking or challenging the enforceability of this
Agreement until the dispute is finally
resolved and all periods
of appeal have expired; provided, however, that to the
extent Executive complies with such restrictive covenant(s)
during such challenge,
the time periods set
forth in the challenged restrictive
covenant(s) shall not be
deemed tolled. 



		(e)	Notification to Subsequent Employer.
Executive agrees to notify any subsequent employer of the covenants and
terms contained in
Sections 5 through 7
of this Agreement. In addition, the Executive authorizes
the Company to provide a copy
of Sections 5 through
7 of this Agreement to third parties, including but not
limited to, the Executive's
subsequent, anticipated or possible future employers. 



		(f)	Nothing in this Agreement
shall prohibit the Executive from (i) disclosing information and documents when required by
law, subpoena or court order (subject to the requirements
of Section 6(d) below), (ii) disclosing information and
documents to his attorney or tax
adviser on a confidential basis for
the purpose of securing legal or tax advice, (iii) disclosing
the post-employment restrictions in
this Agreement in confidence
to any potential new employer, or (iv) retaining,
at any time, his personal
correspondence, his personal
rolodex and documents related to his own personal
benefits, entitlements and obligations.




		6.	Protection of Confidential Information. 



		(a)	Acknowledgments. Executive acknowledges and agrees that
the business of the Company
and its affiliates (collectively, the "Company")
is highly competitive and that
the Company possesses information that
is a valuable, special and unique asset used
by the Company in its business.
Executive agrees that protection of the Company' s Confidential
Information against unauthorized disclosure and use
is of critical importance to the Company and that unauthorized
or improper use or disclosure by Executive
of such Confidential
Information will cause serious and irreparable harm to
the Company. 



		(b)	Non-Disclosure
of Confidential Information. Except as necessary
in connection with Executive's employment hereunder, Executive
shall hold in confidence all Confidential Information
and shall not, either directly or directly,
use, transmit,
copy, publish, reveal,
divulge or otherwise disclose
or make accessible any Confidential Information to any person or entity without the prior
written consent of the Company. Executive's obligation
of non-disclosure as set forth herein shall continue for
so long as the information
in question continues to constitute
Confidential Information. The restrictions
in this Section 6(b) are in addition
to and not in lieu of any other obligations of Executive
to protect Confidential Information,
including, but not
limited to, obligations
arising under the Company’s
policies, ethical rules,
and applicable law.
Nothing in this Agreement
is intended to or should be interpreted
as diminishing any rights and remedies the Company has
under applicable law related to the protection of
confidential information or trade
secrets. 



		(c)	Definition of Confidential Information.
For purposes of this
Agreement, "Confidential Information" means data
or other information relating to the business of the
Company that has been
or will be disclosed to Executive or of which Executive
becomes aware as a consequence of or through Executive's
relationship with the Company and which has
value to the Company
or, if owned by someone else, has
value to that third
party, and is not generally
known to the Company's competitors. Confidential Information
includes, but is not limited to,
trade secrets, information regarding customers,
contractors and the industry not generally known to the
public, strategies,
methods, books,
records and documents,
technical information concerning
products, equipment, services and processes, procurement
procedures, pricing and pricing techniques,
information concerning past, current
and prospective customers, investors and business
affiliates, pricing strategies and price curves, plans
or strategies for expansion or acquisitions, budgets, research,
financial and sales data, communications
information, evaluations, opinions and interpretations
of information and data, marketing and
merchandising techniques, electronic databases,
models, specifications, computer programs,
contracts, bids or
proposals, technologies and methods,
training methods and
processes, organizational structure, personnel information, payments
or rates paid to consultants or other service providers,
and other such confidential or proprietary information,
whether such information is developed
in whole or in part
by Executive, by others in the Company
or obtained by the Company from third
parties, and irrespective of
whether such information has been identified by the Company
as secret or confidential. Confidential Information does
not include any data or information that has been voluntarily
disclosed to the public by the Company (except where such
public disclosure has been made by Executive without authorization)
or that has been independently
developed and disclosed by others, or
that otherwise enters the public domain through lawful means. 



		(d)	Notice to Company. Executive shall promptly notify
the Company in writing
(in no event later
than ten (10) days prior to any required disclosure
unless disclosure
is required in less than ten
days, in
which event Executive shall notify the Company
as soon as possible) in the event that Executive is requested
or required pursuant to any legal, governmental
or investigatory proceeding or process or otherwise, to disclose any Confidential Information, so that the Company may seek
a protective order or other appropriate remedy, or, if
it chooses, waive compliance
with the applicable provision of this
Agreement. 



		7.	Inventions. 



All
rights to discoveries, inventions, improvements and innovations
(including all data
and records pertaining thereto) related to the
business of the Company,
whether or not patentable, copyrightable,
registrable as a trademark,
or reduced to writing,
that the Executive may discover, invent or originate during the Term, either alone or
with others and whether or not
during working hours or by the use of
the facilities of the Company ("Inventions"),
shall be the exclusive
property of the Company.
The Executive shall promptly
disclose all Inventions to the Company, shall execute at the
request of the Company any assignments or other
documents the Company may deem reasonably necessary to protect or perfect its rights therein,
and shall assist the Company, upon reasonable request and
at the Company's expense, in obtaining, defending and
enforcing the Company's rights therein. The Executive
hereby appoints the Company
as his attorney-in-fact to execute on his behalf any assignments
or other documents reasonably deemed necessary by the Company to
protect or perfect its rights to any Inventions. 


		8.	Injunctive Relief. 



Executive
acknowledges and agrees that a breach of any of
the restrictive covenants set forth
in Sections 5, 6, and 7 of this Agreement would cause irreparable
damage to the Company, the exact amount of which would
be difficult to determine, and that the remedies at law
for any such breach would
be inadequate. Accordingly, Executive agrees that, in addition
to any other remedy
that may be available at law, in equity, or hereunder,
the Company shall be entitled to
specific performance and injunctive
relief, without posting bond or other security,
to enforce or prevent any breach of any
of the restrictive covenants set forth in this Agreement.



9.                 
Assignability. This Agreement is personal to Executive and may not be assigned by Executive. Any purported assignment
by Executive shall be
null and void from the initial date of the purported assignment.
This Agreement shall be assignable by the Company and shall
inure to the benefit of the
Company and its successors and assigns. 


10.             
Certain Definitions. 


		(a)	Cause. The Company shall have
"Cause" to terminate the Term and
the Executive's employment hereunder upon: 



		(i)	the Executive's failure to perform substantially
his duties as an employee of the
Company (other than any such
failure resulting from the Executive's incapacity
due to physical or mental illness), which
is not cured within fifteen
(15) days after a written demand for performance is given
to the Executive by
the Board specifying in reasonable detail the manner in
which the Executive has failed to perform substantially
his duties as an employee of
the Company; 



		(ii)	the Executive's failure
to carry out, or comply with,
in any material respect
any lawful and reasonable
directive of the Board consistent with the terms of this
Agreement that, if capable
of cure, is not cured
by the Executive within fifteen (15) days
after written notice given
to the Executive describing
such failure in reasonable detail; 



		(iii)	the Executive's
conviction, plea of no contest, plea
of nolo contendere,
or imposition of unadjudicated probation
for any felony or,
to the extent involving fraud,
dishonesty, theft,
embezzlement or moral turpitude, any other crime; 



		(iv)	the Executive's violation of a material
regulatory requirement relating
to the business of the
Company and its subsidiaries
that, in the good
faith judgment of the
Board, is injurious
to the Company in any
material respect; 



		(v)	the Executive's unlawful
use (including being under the
influence) or possession of
illegal drugs on the
Company's premises or while performing the Executive's
duties and responsibilities
under this Agreement; 



		(vi)	the Executive's breach of
this Agreement in any
material respect that,
if capable of cure, is
not cured by the Executive
within fifteen (15) days after written notice
given to the Executive
describing such breach in
reasonable detail; or 



		(vii)	the Executive's commission of
an act of fraud, embezzlement,
misappropriation, willful
misconduct, gross negligence
or breach of fiduciary
duty with respect to
the Company or any of its affiliates. 



		(b)	Change in Control.
"Change in Control"
shall mean: 



		(i)	One
person
(or more
than one
person acting
as a group) acquires
(or has acquired
during the twelve-month
period
ending on
the date
of the
most recent
acquisition)
ownership
of the Company's
stock possessing
50% or more
of the total voting
power of the
stock of such
corporation;




		(ii)	A majority
of the members
of the Board of
Directors
of the Company
(the "Board)
are replaced
during any twelve-month
period by directors
whose appointment
or election
is not
endorsed
by a majority
of the Board
before
the date
of appointment
or election;
or 



		(iii)	One
person
(or more
than one
person
acting as a group),
acquires
(or has acquired
during
the twelve-month
period ending
on the
date of the most
recent
acquisition)
assets from the
Company
that have a total
gross fair
market
value equal
to or more
than 50%
of the total
gross fair
market value
of all of
the assets
of the Company
immediately
before such
acquisition(s).




		(c)	Date of Termination.
"Date of Termination" shall mean
the effective date of Executive's
resignation or
termination for any reason. 



		(d)	(d) Disability.
"Disability"
shall mean, at any time the Company or any of its
affiliates
sponsors
a long-term
disability plan for the Company's
employees in which
the Executive participates, "disability"
as defined in such long-term
disability plan for the purpose
of determining a participant's eligibility for benefits,
provided, however, if the long-term disability plan contains multiple definitions of disability, "Disability"
shall refer that definition of
disability which, if
the Executive qualified for
such disability benefits, would
provide coverage for the longest
period of time. The determination of
whether the Executive has
a Disability shall
be made by the person
or persons required to make disability determinations
under the long-term disability plan. At any time the Company
does not sponsor a long-term
disability plan for its employees
in which the Executive participates, Disability
shall mean the Executive's inability to perform, with
or without reasonable
accommodation, the
essential functions of his position hereunder for a total
of six months during any
12-month period as a result
of incapacity due to mental or
physical illness as determined by a physician
selected by the Board and
acceptable to the Executive or the Executive's legal
representative, such agreement as to acceptability
not to be unreasonably
withheld or delayed. Any refusal by the Executive
to submit to a medical
examination for the purpose of
determining Disability shall be
deemed to constitute conclusive evidence of the Executive's Disability.




		(e)	Good Reason. Executive
may terminate the Term and his
employment for Good Reason. For
purposes of this Agreement,
"Good Reason" means the occurrence
of any of the following,
in each case without Executive's consent:
(i) a material reduction in
Executive's Base Salary,
(ii) a relocation of
Executive's principal place of employment to a location
more than fifty (50) miles from
the Company's principal
place of business (except
for required travel on Company business
to an extent substantially consistent with
Executive' s business travel obligations as of
the date of relocation),
or (iii) a material, adverse
change in Executive's
authority, duties or responsibilities
(other than temporarily while
Executive is physically or mentally
incapacitated or as required by applicable
law). Notwithstanding the foregoing, an occurrence described
above which otherwise
may constitute Good
Reason hereunder shall not constitute
Good Reason if: (x) Executive fails to
provide written notice to the Company
of the occurrence alleged to
constitute Good
Reason hereunder within ten (10)
business days after such occurrence initially
occurs, (y) the Company cures, corrects
or otherwise remedies such occurrence within ten
(10) business days after the Company's receipt of
Executive's written notice
hereunder, as determined in
the Company's reasonable
judgment, or (z) in
the event the Company
does not cure, correct
or otherwise remedy such
occurrence as provided above,
Executive fails to resign within ten
(10) business days
after the end of such cure period. 



		11.	Governing Law. 



This
Agreement shall be
governed, construed, interpreted
and enforced in accordance
with its express
terms, and otherwise in accordance with the substantive
laws of the State of
Georgia, without reference to the principles
of conflicts of law, and
where applicable, the federal laws
of the United States. 


		12.	Validity. 



The
invalidity or unenforceability of
any provision or provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement,
which shall remain in
full force and effect. 


		13.	Notices. 



Any
notice, request, claim, demand,
document and other communication hereunder to
any party shall be effective upon receipt (or refusal of
receipt) and shall be in
writing and delivered personally or
sent by facsimile or certified or registered mail, postage
prepaid, or any nationally recognized overnight courier
service with signature certification of receipt, as
follows: 


		(a)	If to the Company:




Guided
Therapeutics, Inc. 


5835 Peachtree
Corners East


Suite
D Norcross, GA 30092 


Attn: 


		(b)	If to the Executive, to his
most recent address on the Company's
books and records.




or
at any other address as any party shall have specified
by notice in writing to
the other party. 


		14.	Counterparts. 



This
Agreement may be executed
in several counterparts,
each of which shall be deemed to be
an original, but all of which together will constitute
one and the same Agreement. Signatures delivered by
facsimile shall be deemed effective
for all purposes. 




    	 



    	 



    

		15.	Entire Agreement. 



The
terms of this Agreement are intended by the
parties to be the
final expression of their agreement
with respect to the employment of the
Executive by the Company
and supersede all prior understandings and agreements, whether written or oral. The parties further intend
that this Agreement
shall constitute the complete and exclusive statement of their terms and
that no extrinsic evidence whatsoever may be introduced
in any judicial, administrative,
or other legal proceeding
to vary the terms of this Agreement. 


		16.	Amendments; Waivers. 



This
Agreement may not be modified, amended, or terminated except
by an instrument in writing, signed by the Executive and
a duly authorized officer of Company. By an instrument in writing similarly
executed, the Executive or a duly authorized officer of
the Company may waive compliance by the other party or parties with any specifically identified provision of this Agreement
that such other party was or is obligated to comply with
or perform; provided, however, that
such waiver shall not operate as a waiver of, or estoppel with respect
to, any other or subsequent failure. No failure to exercise
and no delay in exercising any right, remedy,
or power hereunder preclude
any other or further exercise of any other right, remedy,
or power provided herein or by
law or in equity. 


		17.	No Inconsistent Actions. 



The
parties hereto shall not
voluntarily undertake or
fail to undertake any action or course of action inconsistent with
the provisions or essential intent of this
Agreement. Furthermore, it is the intent of
the parties hereto to act in
a fair and reasonable
manner with respect to the interpretation and
application of the provisions of this
Agreement. 


		18.	Return of Company Property.




Immediately
upon termination, Executive shall (i) deliver to
the Company all Company property,
including keys, access cards, identification
cards, security devices, credit cards, network access
devices, computers, hard
drives, thumb drives (or other removable information storage
devices), cell phones,
PDAs, manuals, reports, notes,
files, and any other
documents and materials
belonging to the Company and stored in any
fashion, including but not limited to those
that constitute or contain any Confidential Information (as defined herein),
that are in the possession
or control of Executive, whether they were provided
to Executive by the Company
or created by Executive in
connection with Executive's employment with the Company;
and (ii) delete or destroy
all copies of any such documents and materials not returned
to the Company that
remain in Executive'
s possession or control, including
those stored on any devices, networks, storage
locations, and media
that are not owned
by the Company but
in Executive's possession
or control. 


		19.	Enforcement. 



This
Agreement shall be deemed drafted equally by
both the parties. Its
language shall be construed as a
whole and according to its fair meaning. Any
presumption or principle that
the language is to be construed against any party shall not
apply. The headings in this
Agreement are only for convenience and are not
intended to affect construction or interpretation. 


		20.	Arbitration. 



		(a)	Except for an
action by the Company for injunctive relief as described
in Section ~ or as required by law, all
disputes arising under or related to this Agreement (including,
but not limited to, its revocability or voidability for
any cause, the scope of arbitrable issues,
and any defense based upon waiver,
estoppel, or laches),
Executive's employment with the Company, or
Executive's separation from employment with the Company shall be resolved by
binding arbitration in Atlanta, Georgia pursuant to the Federal Arbitration Act, 9 U.S.c. § I. The arbitration shall be administered
by the Judicial Arbitration and Mediation Services, Inc.,
Atlanta, Georgia, or its
successor ("JAMS"),
or if JAMS is no
longer able to supply the Arbitrator,
such Arbitrator shall be selected from the American Arbitration Association (the "AAA").
In the event of any conflict or inconsistency between the JAMS or AAA Rules and the terms of
this Agreement, the terms of this Agreement shall
govern. Either party may bring
an action in court to compel arbitration
under this Agreement or to confirm, vacate, or enforce an arbitration award. 



		(b)	The arbitration shall
be conducted by a single neutral arbitrator
experienced in the arbitration of labor
and employment disputes. Either party may request that the arbitration proceeding be stenographically
recorded by a certified court reporter. The requesting party shall
pay the cost of the record. The arbitrator shall issue an award within thirty
(30) days from the date of closing of the hearing
or, if oral hearings have
been waived, from the date
of the AAA's transmittal
of the final statements and proofs to the arbitrator. 



		(c)	The Parties acknowledge and agree that they are hereby
waiving any rights to
trial by jury in any
action, proceeding or counterclaim brought by either of
the Parties against the other in connection with any matter
whatsoever arising out of or in any
way connected with this Agreement or the services rendered hereunder. Except
as otherwise required
by applicable law,
the prevailing party in any
such arbitration, or in any action to enforce this Section
20 or any arbitration award hereunder,
shall be awarded and
the non-prevailing party shall
pay the prevailing party's
reasonable attorneys' fees and related
expenses and the non-prevailing
party shall pay all arbitration filing and administration fees as well as all
fees and expenses of the arbitrator. 



		21.	Severability, 



Should
any provision of this Agreement be declared or determined by any court of competent jurisdiction to be unenforceable
or invalid for any
reason, the validity of the remaining
parts, terms or
provisions of this Agreement shall not
be affected thereby
and the invalid or
unenforceable part,
term or provision shall
be deemed not to be
a part of this Agreement. 


		22.	Survival. 



Executive's
obligations under Sections 5, 6, 7, and 8 of this Agreement shall
survive the expiration or termination of
this Agreement for any reason
and shall thereafter
be enforceable whether or not such
termination is claimed
or found to be wrongful or to constitute or result
in a breach of any contract or of any other duty owed or claimed
to be owed to Executive by the
Company. 


		23.	Indemnification. 



In
the event Executive
is made, or threatened
to be made, a
party to any legal
action or proceeding, by reason of the fact that Executive
is or was an employee
or officer of the Company or serves or
served any other entity
in any capacity at
the Company's request, Executive shall
be indemnified by the Company. The Company may assume the defense of any
legal action or
proceeding with counsel
selected by the Company
and reasonably satisfactory to
the Executive and,
if it does so, the
Executive shall not be entitled
to be reimbursed for any separate counsel
he may retain. During Executive'
s employment with the Company
and thereafter, so long
as Executive may have liability arising out
of his service as an officer or director
of the Company, the
Company agrees to continue and maintain a director's and
officer's liability insurance policy covering Executive
with coverage no less than that available to
active directors and officers of the Company. 


		24.	Code Section 409A. 



		(a)	To the extent
applicable, this Agreement shall be
interpreted and applied consistent and in accordance
with Section 409A. If, however, the Company determines
that any compensation or
benefits payable under this Agreement may
be or become subject
to Section 409A, the
Company may in its sole discretion
adopt such amendments to this Agreement
or to adopt other policies and procedures (including amendments,
policies and procedures
with retroactive effect),
or take such other actions, as the
Company determines necessary or
appropriate to (i) exempt the compensation and benefits
payable under this Agreement from Section 409A and/or
preserve the intended tax treatment of such compensation
and benefits, or (ii)
comply with the requirements of Section
409A; provided, however, that
this Section 24 shall not
create any obligation on the part of
the Company to adopt any such amendment,
policy or procedure or take any such other action. For
purposes of Section 409A,
each payment made under
this Agreement shall be treated as a separate payment.




		(b)	Notwithstanding anything herein
to the contrary, Executive acknowledges and agrees that in
the event that any tax is
imposed under Section 409A in
respect of any compensation or benefits payable to Executive,
whether under or in
connection with this Agreement or otherwise, then (i) the
payment of such tax shall
be solely Executive's responsibility,
and (ii) neither the
Company, its affiliates
nor any of their respective past
or present directors, officers,
employees or agents shall have any liability
for any such tax. 



		(c)	To the extent
that any reimbursements
provided to Executive under this
Agreement are deemed to constitute
409A Payments to which Treasury Regulation Section 1.409A-3(i)(l)(iv)
would apply, such benefits,
payments or reimbursements
shall be made or provided
in accordance with the requirements of Section 409A, including,
where applicable, the requirement that
(i) any reimbursement is for expenses incurred
during the Term (or during a
shorter period of time specified in this Agreement),
(ii) the amount of expenses eligible
for reimbursement during a calendar year may not affect
the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement
of an eligible expense will be made on
or before the last
day of the calendar year following the year
in which the expense
is incurred, and (iv) the right to reimbursement is not
subject to liquidation or
exchange for another benefit. 



		25.	Cooperation in Litigation. 



The
Executive promises and agrees that, following the date his employment
by the Company terminates, he will
reasonably cooperate with the
Company in any litigation in which the Company
is a party or
otherwise involved which arises out of events occurring
prior to the termination of his
employment, including but not limited to,
serving as a consultant (at a reasonable hourly rate) or
witness and producing documents and information
relevant to the case or helpful to the Company.



		26.	Employee Acknowledgement.




The
Executive acknowledges that he
has read and understands this Agreement,
is fully aware of its
legal effect, has not acted in reliance upon any representations
or promises made by the Company
other than those contained in
writing herein, and
has entered into this
Agreement freely based
on his own judgment.





    	 



    	 



    

IN
WITNESS WHEREOF, the parties have executed this Agreement on the date and year first
above written. 


GUIDED
THERAPEUTICS, INC. 


 


By:/s/Michael
C. James


Name:Michael
C. James


Title:Chairman
of the Board


 


EXECUTIVE



 


By:/s/
Gene Cartwright


Name: Gene Cartwright


Title:


 


 




    	 



    	 



    

SCHEDULE 1


The
shares of restricted stock granted pursuant to Section 2(c) of this Agreement will vest upon
achievement of both the Performance
Vesting Condition and Service Vesting
Condition as set forth below:



	Number of shares of Restricted Stock 	Performance Vesting Condition = GT stock price target 	Service Vesting Condition 
	1,000,000	GT stock price closes at/above $l.50 for 30 consecutive trading days (the "Tier 1 Vesting Date") 	Subject to the Executive's continuous employment with the Company through the applicable vesting date: (i) 500,000 shares will vest on the Tier 1 Vesting Date; and (ii) 500,000 shares will vest on the first anniversary of the Tier 1 Vesting Date. 
	1,000,000	GT stock price closes $2.50 at/above for 30 consecutive trading days (the “Tier 2 Vesting Date")	Subject to the Executive's continuous employment with the Company through the applicable vesting date: (i) 500,000 shares will vest on the Tier 2 Vesting Date; and (ii) 500,000 shares will vest on the first anniversary of the Tier 2 Vesting Date. 
	Total = 2,000,000	 	 


	Any shares
of Restricted Stock that have not satisfied
the applicable Performance Vesting Condition set forth
above within the 3-year period commencing on the date of
this Agreement shall be forfeited.
	In the event of a Change
in Control (as defined in Section 10(b)): (i) if
the per share price of a share
of GT stock on the date of such
Change in Control equals
or exceeds the applicable GT stock price target, the applicable
Performance Vesting Condition will be satisfied
without regard to the 30 consecutive day trading requirement,
and (ii) the Service Vesting Conditions set forth above shall
automatically be deemed satisfied.
	All awards are subject
to terms of grant document and the Equity Plan.





    	 



    	 



    

Annex A


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    

SEPARATION
AGREEMENT AND GENERAL RELEASE


This
Separation Agreement and General Release (this "Agreement"), dated and
effective as of  (the "Termination
Date"), is entered into
by and between Gene Cartwright ("Employee") and Guided Therapeutics, Inc.
("Employer"), on behalf of
itself individually and any and all past
and present parents, affiliates
and subsidiary companies (collectively, the "Company").



WHEREAS,
Employee has been an
employee of Employer; and


WHEREAS,
Employee and Employer wish to terminate their employment relationship on mutually acceptable terms and conditions.


NOW,
THEREFORE, for and in consideration of the mutual promises and covenants herein contained
and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the
Company and Employee (individually, a
"Party," and collectively the "Parties")
hereby agree as follows:



1.                 
Termination of Employment. Employee acknowledges that his employment
and all of his positions with the
Company shall automatically terminate as
of the Termination Date.
Employee agrees that from and after the
Termination Date he shall not
hold himself out as an employee, agent
or authorized representative of the Company, negotiate
or enter into any agreements
on behalf of the Company, or otherwise purport to bind the Company
in any way. Employee understands
that the termination of his employment
terminates Employee's right
or claim to compensation
or any other benefits of employment with the Company beyond
the Termination Date, except
any payments due upon termination pursuant to the Employment
Agreement between the parties dated  ("the
Employment Agreement") and any separation compensation expressly set forth in this Agreement
on the terms and subject to
the conditions of this Agreement. Employee further acknowledges that, on or prior
to the Termination Date, he was
paid all earned wages and other compensation incident
to his employment to
which he was entitled
through the Termination Date,
including without limitation, any
accrued, unused vacation pay and/or paid time
off. 


2.                 
Separation Benefits to Employee. In consideration for
Employee's entering into this
Agreement and Employee's continuing compliance with his obligations
hereunder from and after the Termination Date as provided
herein, the Company
shall pay Employee  ($ ), less
all applicable deductions and
withholdings as required by law or authorized by Employee
(the "Payment").
The Payment shall be made by the Company in
accordance with the terms and conditions set forth in that
certain Employment Agreement between Employer and Employee dated as of . Notwithstanding
anything herein to the contrary, the Company shall have
no obligation to make the Payment if Employee
revokes this Agreement as provided in Section 4(c) hereof.
Employee understands
that the Payment represents the Company's sole
financial obligation to Employee from and after the Termination Date, and that, without limiting
the foregoing, Employee
is not entitled to severance or
separation pay or other
benefits
under any other plan, policy
or agreement except
as expressly
required by law.



3.                 
No Admissions. Employee understands
that neither this Agreement nor
the making of this
Agreement is
intended, and
shall not be construed,
as an admission that
the Company or any of the other
Company Releasees
(as defined below) has
violated any federal, state
or local law (statutory,
decisional or
common law), or
any ordinance or regulation,
or has committed
any wrong whatsoever
with respect
to Employee (including, but not
limited to, breach of any contract, actual or implied,
or any tort).
The Company and each
of the other Company
Releasees
expressly deny
any such violation
or wrongdoing whatsoever. This
Agreement may not be introduced in any
action or proceeding
by anyone for
any purpose
except to evidence or
to enforce its
terms. 


4.                 
General Release by
Employee. 


a.      
General Release.
In consideration of the
benefits provided under
this Agreement,
Executive, for and
on behalf of himself
and each of his heirs,
administrators, executors, personal representatives, beneficiaries,
successors and assigns,
fully and completely
releases the Company,
its affiliates, and
each of their respective
current and former officers, directors, managers,
members, partners,
shareholders, agents,
employees, employee
benefit plans
and fiduciaries, trustees,
insurers,
representatives,
attorneys, transferees,
successors and
assigns (collectively, the "Releasees"),
collectively, separately,
and severally,
of and from any and
all claims, demands,
damages, causes of action, debts,
liabilities, controversies,
judgments, and suits
of every kind and nature
whatsoever, foreseen,
unforeseen,
known or unknown,
which Executive
has had, now
has, or may
have against the
Releasees (or any of them)
from the beginning
of time up until the time
Executive signs
this Agreement, with
the exception of (i) any claims
which cannot be waived
by private agreement; (ii) any claims
which may arise
after the date
Executive signs
this Agreement; (iii) any claims for
breach of
this Agreement or to
enforce any rights, obligations,
or payments
specified in this
Agreement; or (iv)
any claims by Executive
for indemnification or insurance
coverage for Executive's acts
or omissions while employed with the Company under
any articles of incorporation, bylaws,
operating agreement, directors
and officers insurance
policy, or other applicable
plan, document, agreement,
or insurance policy. Subject
to the limitations
in the immediately preceding
sentence, this
general release
of claims includes all
claims arising under
any federal, state
or local statute
or ordinance, constitutional
provision, public policy
or common
law (the "Employee
Claims"), including all
claims under
Title VII of the Civil Rights
Act of 1964,
the Age Discrimination
in Employment
Act of 1967, the
Equal Pay Act, the
Civil Rights
Act of 1866, the
Civil
Rights Act of 1871,
Executive Order 11246,
the Employee Retirement
Income Security Act
(with respect to unvested
benefits),
the Consolidated
Omnibus Budget Reconciliation Act, the Americans
with Disabilities Act, the
Rehabilitation Act, the
Family and Medical
Leave Act of 1993,
the Worker Adjustment and Retraining Notification
Act, the Georgia
Equal Pay Act, the
Georgia Prohibition of Age Discrimination in Employment
Act, and the Georgia
Equal Employment
for People with Disabilities
Code, all as amended;
all claims for breach of
any express or implied contract; all
claims for breach of any covenant of good faith and fair dealing;
all claims for
promissory estoppel
or detrimental reliance; all
claims for wages, bonuses, incentive
compensation, fringe
benefits and severance allowances
or entitlements;
all tort claims (including
claims for fraud,
slander, libel, defamation, disparagement, and negligent
or intentional infliction of
emotional distress); all
claims for compensatory or punitive
damages, or any other claim for
damages or injury of
any kind whatsoever; and all
claims for monetary recovery, including,
without limitation, attorneys' fees ,
experts' fees, medical fees or expenses,
costs and disbursements. Executive hereby
irrevocably and unconditionally waives
and relinquishes any right
to obtain or receive reinstatement or
any monetary, injunctive,
or other relief through any
suit, complaint, action or proceeding
commenced or maintained in any
court, agency, or other
forum by Executive or on his
behalf for or on account
of any of the claims released in this Agreement). 


b.     
Employee agrees and expressly acknowledges that
this Agreement includes a waiver and release of
all claims, which he
has or may have under the Age Discrimination in Employment
Act of 1967, as amended, 29 U.S.C.
§ 621, etseg. ("ADEA"). The following
terms and conditions apply to and are
part of the waiver
and release of ADEA claims under this Agreement: 


(i)                
This paragraph and this Agreement are written in
a manner calculated
to be understood by him. 


(ii)              
The waiver and
release of claims under the ADEA contained in this Agreement
does not cover rights or claims
that may arise after the
date of Employee's execution and
delivery of this Agreement. 


(iii)            
This Agreement provides for consideration
In addition to anything
of value to which Employee
is already entitled. 


(iv)            
Employee has been advised
to consult an attorney before
signing this Agreement. 


(v)              
Employee has been granted
twenty-one (21) days
(or forty-five days (45) if necessary to comply
with applicable law) after he
is presented with this Agreement to decide whether
or not to sign this
Agreement. If Employee executes this
Agreement prior to the
expiration of such period,
he does so voluntarily
and after having had the opportunity
to consult with an
attorney, and hereby
waives the remainder of the twenty-one (21) day (or
forty-five day (45) if
necessary to comply with applicable law) period. 


(vi)            
Employee has the right to revoke this Agreement
within seven (7) days of signing this
Agreement. However, in the event this Agreement is so
revoked, this Agreement
will be null and void
in its entirety ab initio,
and Employee shall not receive (or
be entitled to retain)
any portion of the
Payment. 


(vii)          
If Employee wishes to
revoke this Agreement, he may do so
only by timely delivering to Employer written notice
stating Employee's revocation of this
Agreement. Such written notice must be received by Employer,
at Employer's address for notices as set forth herein,
no later than 5:00
p.m. (local time) on
the seventh (71h)
day after the date of this
Agreement. 


c.      
Covenant Not to Sue. Except
for an action brought to enforce
this Agreement or challenge the validity
of Executive's release of claims under the
ADEA, Executive agrees to refrain from filing or otherwise
initiating any action, lawsuit,
charge, claim, demand,
grievance, arbitration or other legal
action against any
of the Releasees over matters released or waived herein,
and agrees that he
will refrain from participating
in any action, complaint, charge,
claim, demand, grievance,
arbitration or other legal action initiated
or pursued by any individual, group
of individuals, partnership, corporation
or other entity against any of the Releasees over
matters released or waived herein,
except as required by law. Notwithstanding the foregoing,
nothing in this Agreement shall interfere
with Executive's right to
file a charge with or participate
in an investigation or
proceeding by the United States
Equal Employment Opportunity Commission or other governmental agency.
Execution and delivery of
this Agreement by Employee operates as
a complete bar and
defense against any and all Employee Claims. To the fullest
extent permitted by law, if Employee should, directly
or indirectly, individually or
through one or more
intermediaries, hereafter make any
Employee Claims against the Company or any of the
other Company Releasees, this
Agreement may be raised as and shall constitute
a complete bar to any
proceeding and the Company and/or
the other Company Releasees shall
be entitled to and
shall recover from Employee all costs
incurred, including reasonable attorneys' fees, in defending
against any such proceeding.



5.                 
Employee Obligations and Agreements 


a.                  
Employee has notified the
Company of all facts (if any) of which Employee is aware
that Employee believes
may constitute a violation of the Guided Therapeutics, Inc.
Code of Conduct or other policies or
any of the Company's legal
or regulatory obligations. Employee represents and
warrants that he has no knowledge of any actions or inactions
by any of the Company
Releases or by
Employee that Employee
believes could potentially constitute a basis
for any violation of any federal, state or local law, any
common law or any rule
or regulation promulgated
by any administrative, regulatory
or other governmental authority. 


b.                 
Employee represents that Employee
has not filed any complaints, charges or claims
against the Company
with any local, state, or federal
agency or court, or with any other forum. 


c.                  
Employee agrees that Employee shall not
at any time disparage or
encourage or induce
others to disparage the
Company (or any of its affiliates, officers and/or employees,
or any of its products, equipment or services) in
any way, including but
not limited to making any negative
or derogatory statements
in verbal, written, electronic or any other form about
the Company, including, but
not limited to, a negative or
derogatory statement made in,
or in connection with,
any article or book, on
a website, in a chat room or via the
Internet, except that
this clause shall not be construed
to prohibit Employee from giving truthful responses
and/or testimony in
any legal or regulatory proceeding
or inquiry. 


d.                 
During Employee's employment with the Company, Employee has
acquired certain confidential, proprietary or otherwise non-public
information concerning the Company, which may include,
without limitation,
intellectual property, trade secrets,
financial data, strategic
business or marketing plans, and other sensitive information concerning the Company, its
employees, officers, directors, agents, patients and customers. Employee understands that he
was provided with or had access to such
information solely in
his capacity as an employee of the Company, and that such information
was provided to him subject to
his obligation to retain such information
in confidence and not to make any use of such
information except as authorized to do so in the course
and scope of his employment with the
Company. Employee understands and
agrees that his obligations
to maintain that information in confidence
shall remain in effect after the termination
of his employment with
the Company, and
he agrees to continue to honor
that obligation. This provision
is meant to supplement,
and not supersede or
limit, any existing
agreements or legal obligations
or principles concerning confidentiality, trade secrets,
assignment or ownership of intellectual property, or solicitation
of employees or customers. Notwithstanding anything to
the contrary, Employee expressly acknowledges and agrees
that he remains bound by
Sections 5, 6,
7, and 8 of the Employment
Agreement. 


e.                  
Notwithstanding any other provision of
this Agreement, to
the extent that Employee
has any outstanding
financial obligations to the Company (including, but not
limited to, outstanding loans,
promissory notes and credit card charges) that
do not otherwise constitute
reimbursable business expenses under the Company's expense
reimbursement policies, Employee shall remain liable
for all such financial
obligations and shall remit payment in full
to the Company as soon as practicable
after the Termination Date.



f.                  
To the extent Employee has
unreimbursed business expenses
incurred through the Termination Date,
Employee must immediately (and
in any event within five
(5) business days following
the Termination Date)
submit the expenses
with all appropriate documentation in
accordance with the Company' s
reimbursement policies; those expenses which meet
the guidelines of the Company
and Employee' s department
will be reimbursed.
No new reimbursable expenses
may be incurred after the Termination Date.



g.                  
Employee shall cooperate fully with the Company
in the prosecution
or defense, as the case may be, of any and all actions,
governmental inquiries or other legal
or regulatory proceedings in which
Employee's assistance may
be reasonably requested by the Company.
If Employee is compelled
to testify pursuant
to a validly served
subpoena (or its
equivalent or like process) in any
legal proceeding or by
regulatory authority, Employee
shall notify the Company as soon as reasonably
practical, but in no event
later than five (5) days
before any response or
testimony is due from Employee (or on Employee's
behalf), of all subpoenas
or requests for information,
and will advise the Company of Employee's
response thereto, if any. Employee represents
that Employee has not filed
any complaints, charges
or claims against the Company with any local,
state, or
federal agency or court,
or with any other forum. Employee
shall cooperate in good faith and in
a timely manner with any reasonable,
good faith requests for information from
Employer following the Termination Date regarding
patient health and other matters of
which Employee may have become aware during
and as a result of
his employment with Employer. 


h.                 
Employee agrees to return
any Company property immediately no matter where located
including, but not
limited to, keys,
laptop computer, computer
disks/storage devices, all other computer equipment/accessories
and any and all written and/or electronic material prepared in the course of employment at the Company. 


i.                   
Employee represents and warrants that he is knowingly
and voluntarily entering
into this Agreement. 


6.                 
Miscellaneous Provisions. 


a.                  
This Agreement cannot be changed, in whole
or in part, unless
in writing signed by each
of the Parties. 


b.                 
This Agreement shall extend to, be binding upon,
and inure to the benefit of
the Parties and their respective successors, heirs,
legal representatives and assigns;
provided that Employee's
rights, duties and obligations hereunder
may not be delegated,
transferred or assigned by him, in whole or in
part, in any manner. 


c.                  
This Agreement shall be governed,
construed, interpreted
and enforced in accordance
with the internal laws of the State of Georgia,
without regard to the application
and effect of its conflict of laws
principles. 


d.                 
Except for an action by
the Company for injunctive relief as described
in Section 8 of the Employment Agreement or as required
by law, all disputes arising under
or related to this
Agreement (including, but not limited to,
its revocability or voidability for
any cause, the scope
of arbitrable issues,
and any defense based upon waiver,
estoppel, or laches), Executive's employment with the Company,
or Executive's separation from employment with the Company
shall be resolved by binding arbitration in
Atlanta, Georgia pursuant to the Federal
Arbitration Act, 9 U.S.c.
§ I. The arbitration shall be
administered by the
Judicial Arbitration
and Mediation Services, Inc., Atlanta,
Georgia, or its successor ("JAMS"),
or if JAMS is no longer
able to supply the Arbitrator, such Arbitrator shall be selected from the American Arbitration
Association (the "AAA"). In
the event of any conflict or inconsistency between the
JAMS or AAA Rules and
the terms of this Agreement,
the terms of this Agreement shall govern. Either party
may bring an action in
court to compel arbitration
under this Agreement
or to confirm, vacate, or enforce an arbitration award. 


The
arbitration shall be conducted
by a single neutral
arbitrator experienced in the arbitration of labor and
employment disputes. Either
party may request that
the arbitration proceeding be stenographically
recorded by a certified court reporter.
The requesting party shall pay the
cost of the record. The arbitrator shall issue
an award within thirty (30)
days from the date of closing of the
hearing or, if oral
hearings have been waived, from the date
of the AAA's transmittal of the final statements and proofs
to the arbitrator.



The
Parties acknowledge and agree that they are hereby
waiving any rights to trial by
jury in any action,
proceeding or counterclaim brought by either
of the Parties against the
other in connection with any matter whatsoever
arising out of or in any way connected with this
Agreement or the services rendered hereunder. Except
as otherwise required by applicable law,
the prevailing party in any
such arbitration, or in any action to enforce this Section
6(d) or any arbitration award hereunder, shall be
awarded and the non-prevailing party
shall pay the prevailing party's reasonable attorneys'
fees and related expenses and the non-prevailing
party shall pay for all arbitration filing and administration fees as well as all fees and
expenses of the arbitrator. 


e.                  
All compensation payable to Executive hereunder is subject
to withholding for all applicable federal, state and local
income taxes, and all
applicable employment, occupational, Social Security and
other similar taxes, and any other amounts as required by law. 


f.                  
The provisions of this Agreement are severable,
and if any part of this Agreement is found
to be unenforceable, the other paragraphs (or portions
thereof) shall remain
fully valid and enforceable. 


g.                  
This Agreement has been reviewed by each of the
Parties. The Parties have each had
a full opportunity to negotiate the
terms and conditions of this Agreement and to
consult with legal counsel
of their choosing in connection with the
same. Accordingly, the Parties hereby expressly
waive any common-law or statutory rule of construction
that ambiguities should be construed against the
drafter of this Agreement, and agree that the language
in all parts of this
Agreement shall be in all cases
construed as a whole, according to its fair meaning.



h.                 
This Agreement may be executed in
any number of counterparts,
including by facsimile or other electronic transmission
bearing the signature of the respective Party
hereto, each of which when so executed shall be deemed
to be an original and all of which when taken
together shall constitute one and the same
agreement. 


i.                   
This Agreement and the terms and conditions hereof
are confidential. Employee shall not discuss or
otherwise disclose the terms and conditions hereof,
or provide a copy of all or any portion of this Agreement,
to any person other than his legal or tax advisors or his
spouse (if any) on a confidential basis. Nothing herein
shall prohibit any party hereto from
disclosing this Agreement or the terms and conditions hereof
when required by law,
subpoena or court order or as otherwise provided in this
Agreement. 


 


[Signature
Page Follows]




    	 



    	 



    

 


 


	EMPLOYER:	Guided Therapeutics, Inc.	 
	 	 	 
	 	By:________________________________	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Date: ______________________________	 
	 	 	 
	 	Address for Notices:	 
	 	c/o Guided Therapeutics, Inc.	 
	 	5835 Peachtree Corners East	 
	 	Suite D	 
	 	Norcross, GA 30092	 
	 	Facsimile: 770-242-8639	 
	 	 	 






 


	EMPLOYEE:	___________________________________	 
	 	Print Name:	 
	 	 	 
	 	 	 
	 	Date: ______________________________	 
	 	 	 
	 	 	 
	 	 	 
	 	Address for Notices:	 
	 	 	 
	 	___________________________________	 
	 	___________________________________	 
	 	___________________________________	 
	 	Facsimile: ___________________________