THIS WARRANT AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES
LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT AS TO THE WARRANT
AND THE SHARES OF COMMON STOCK UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SAID ACT.


guided
therapeutics, INC.

COMMON STOCK WARRANT


__________
shares of Common Stock


	 	Warrant Terms	 
	 	Expiration Date	 	Warrant Price	 
	 	March 31, 2016	 	$0.680 per share	 


 


	No.	_______April 1, 2013






GUIDED THERAPEUTICS,
INC., a Delaware corporation (the “Company”), for value received, hereby certifies that ____________________ or its
registered assigns (the “Holder”) is entitled, subject to the provisions hereof, to purchase from the Company, at any
time or from time to time during the Exercise Period (as defined in Section 5), ________ duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock (as defined in Section 5) of the Company (the “Warrant Shares”) at the
Warrant Price (as defined in Section 5), all subject to the terms, conditions and adjustments set forth below in this warrant (this
warrant, and any new warrant issued pursuant to the terms hereof, being referred to herein as a “Warrant”).


1.                  
Exercise of Warrant.


1.1               
Manner of Exercise. This Warrant may be exercised by the Holder, in whole or in part, during normal business hours
on any Business Day by delivering at the principal executive office of the Company the Warrant and an exercise notice in the form
of Schedule I duly executed by such Holder accompanied by payment in cash or by certified or official bank check payable
to the order of the Company or by wire transfer in the amount obtained by multiplying (a) the number of Warrant Shares designated
in such subscription by (b) the Warrant Price.


1.2               
When Exercise Effective. Each exercise of this Warrant shall be deemed to have been effected immediately prior to
the close of business on the Business Day on which this Warrant shall have been surrendered to the Company as provided in Section
1.1. At such time, the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall be issuable
upon such exercise as provided in Section 1.3 shall be deemed to have become the stockholder(s) of record thereof.


1.3               
Delivery of Stock Certificates, etc. As soon as practicable after the exercise of this Warrant, in whole or in part,
and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered
or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which
such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be
entitled, cash in an amount equal to the same fraction of the Market Price (as defined in Section 5) per share on the Business
Day next preceding the date of such exercise. If the Company’s transfer agent is participating in the Depository Trust Company
(“DTC”) Fast Automated Securities Transfer program and the Warrant Shares may be issued as book-entry shares pursuant
to such program, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder
by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”).
If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates
representing the Warrant Shares so






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purchased.
Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so
purchased in lieu of delivering such shares by way of DTC Transfer. Any certificates so delivered shall be in such denominations
as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive
legend. If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery
of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces
thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of
such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise
as provided in Section 1.1.


1.4               
Representations of the Company. The Company represents, warrants and acknowledges to the Holder that:


(a)                
it is a corporation duly formed and validly existing in the State of Delaware;


(b)                
it will at all times reserve and keep available, solely for issuance and delivery upon the exercise of this Warrant, the
number of Warrant Shares (or Other Securities) from time to time issuable upon the exercise of the Warrant at the time outstanding.
All such securities shall be duly authorized and, when issued upon such exercise, shall be validly issued and, in the case of shares,
fully paid and nonassessable with no liability on the part of the holders thereof;


(c)                
this Warrant has been duly authorized and approved by all requisite action of the Company, and constitutes a valid and binding
agreement of the Company; and


(d)                
when issued in accordance with the terms of this Warrant, the Warrant Shares will be duly authorized and validly issued,
fully paid and nonassessable.


2.                  
Warrant Adjustments.


2.1               
Reclassification, Exchange, and Substitution. If the Warrant Shares shall be changed into the same or a different
number of shares of the same or any other class or classes of stock or other securities of the Company, including any such reclassification
in connection with a consolidation or merger in which the Company is the surviving entity, whether by capital reorganization, reclassification,
or otherwise (other than a subdivision or combination of shares provided for above), the Holder shall, on its exercise, be entitled
to receive the kind and number of shares of Common Stock or Other Securities that the Holder would have owned or been entitled
to receive had such Warrant been exercised in full immediately prior to the happening of such reclassification, exchange or substitution
for the same aggregate consideration. If the Company shall at any time change its Common Stock or Other Securities, as the case
may be, into the same or a different number of shares of the same or any other class or classes of stock or Other Securities, as
the case may be, the Warrant Price then in effect immediately before that reclassification, exchange or substitution shall be adjusted
by multiplying the Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock or Other Securities,
as the case may be, purchasable upon the exercise of this Warrant immediately prior to such adjustment and the denominator of which
shall be the number of shares of Common Stock or Other Securities, as the case may be, purchasable immediately thereafter. An adjustment
made pursuant to this Section 2.1 shall become effective immediately after the effective date of such event. Such adjustment shall
be made successively whenever such an event occurs.


2.2               
Reorganization, Mergers or Consolidations. In the event of a reorganization, merger or consolidation of the Company
with or into another entity, then, as part of such reorganization, merger or consolidation, lawful provision shall be made so that
the Holder shall thereafter be entitled to receive upon exercise of this Warrant, at any time prior to the end of the Exercise
Period and upon payment of the Warrant Price then in effect, the number of shares of Common Stock or Other Securities or property
of the Company, or of the successor corporation resulting from such merger or consolidation, to which the Holder would have been
entitled in such reorganization, merger, or consolidation if this Warrant had been exercised immediately before that reorganization,
merger or consolidation. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of
Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder
after the reorganization, merger or consolidation to the end that






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the
provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of shares of Common Stock purchasable
upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Common Stock
or Warrants or other property deliverable after the event upon exercise of this Warrant. The Company shall, within thirty (30)
days after making such adjustment, give written notice pursuant to Section 7. That notice shall set forth, in reasonable detail,
the event requiring the adjustment and the method by which the adjustment was calculated and specify the Warrant Price then in
effect after the adjustment and the increased or decreased number of Warrant Shares purchasable upon exercise of this Warrant.
When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this
Warrant. Notwithstanding the foregoing, in the event of any transaction described in this Section 2.2 in which the consideration
to be received by holders of Common Stock is payable only in cash, the Holder shall be entitled only to cash in the amount, if
any, that such cash payment per share exceeds the Warrant Price.


2.3               
Form of Warrant after Adjustments. The form of this Warrant need not be changed because of any adjustments in the
Warrant Price or number or kind of the shares of Common Stock purchasable pursuant to this Warrant, and Warrants theretofore or
hereunder issued may continue to express the same price and number and kind of shares as are stated in this Warrant, as initially
issued; provided, however, that the Company may, at any time in its sole discretion (which shall be conclusive), make any change
in the form of Warrant certificate that it may deem appropriate and that does not affect the substance thereof. Any Warrant certificate
thereafter issued, whether upon registration of transfer of, or in exchange or substitution for, an outstanding Warrant certificate
may be in the form so changed.


3.                  
Restrictions on Transfer.


3.1               
Restrictive Legends. Except as otherwise permitted by this Section 3, each Warrant originally issued, each Warrant
issued upon direct or indirect transfer, each certificate for Common Stock (or Other Securities) issued upon the exercise of any
Warrant, and each certificate issued upon the direct or indirect transfer of any such Common Stock (or Other Securities), shall
be stamped or otherwise imprinted with a legend in substantially the following form, if applicable:


“THESE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR EXEMPTION THEREFROM AND ANY APPLICABLE STATE SECURITIES
LAWS OR EXEMPTION THEREFROM.”


3.2               
Notice of Proposed Transfer; Opinions of Counsel. Prior to any transfer of any Restricted Securities that are not
registered under an effective registration statement under the Securities Act (other than a transfer pursuant to Rule 144, Rule
144A or any comparable rule under such Act), the Holder thereof will give written notice to the Company of such Holder’s
intention to effect such transfer and to comply in all other respects with this Section 3.2. Each such notice shall (a) describe
the manner and circumstances of the proposed transfer in sufficient detail to enable counsel to render the opinion referred to
below, and (b) designate counsel for the Holder giving such notice, which counsel shall be reasonably satisfactory to the Company.
The Holder giving such notice will submit a copy thereof to the counsel designated in such notice. The following provisions shall
then apply:


3.2.1          
if in the written opinion of such counsel for the Holder, obtained at the Holder’s sole cost and expense and a copy
of which shall be delivered to the Company and shall be reasonably satisfactory in form, scope and substance to the Company, the
proposed transfer may be effected without registration of such Restricted Securities under the Securities Act or applicable state
securities laws, such Holder shall thereupon be entitled to transfer such Restricted Securities in accordance with the terms of
the notice delivered by such Holder to the Company. Each Restricted Security or certificate, if any, issued upon or in connection
with such transfer shall bear the appropriate restrictive legend set forth in Section 3.1 unless, in the opinion of such counsel,
such legend is no longer required to insure compliance with the Securities Act and applicable state securities laws; and


 






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3.2.2          
if the opinion of such counsel rendered pursuant to the foregoing subdivision 3.2.1 is not to the effect that the proposed
transfer may legally be effected without registration of such Restricted Securities under the Securities Act or applicable state
securities laws (such opinion to state the basis of the legal conclusions reached therein), such Holder shall not be entitled to
transfer such Restricted Securities (other than a transfer pursuant to Rule 144, Rule 144A or any comparable rule under the Securities
Act) until receipt by the Company of a further notice and a further opinion of counsel for such Holder to the effect stated in
subdivision 3.2.1 above or until registration of such Restricted Securities under the Securities Act and applicable state securities
laws has become effective.


3.2.3          
Termination of Restrictions. The restrictions imposed by this Section 3 upon the transferability of Restricted Securities
shall cease and terminate as to any particular Restricted Securities upon sale of the Restricted Securities in an offering registered
under the Securities Act or when, in the opinion of counsel for the Company, such restrictions are no longer required in order
to ensure compliance with the Securities Act. Whenever such restrictions shall terminate as to any Restricted Securities, the Holder
thereof shall be entitled to receive from the Company, without expense (other than transfer taxes, if any), new securities of like
tenor not bearing the applicable legend set forth in Section 3.1.


4.                  
Ownership, Transfer and Substitution of Warrants. The Company may treat the Person in whose name this Warrant is
registered on the register kept at the principal executive office of the Company as the owner and Holder thereof for all purposes,
notwithstanding any notice to the contrary, except that, if and when any Warrant is properly assigned in blank, the Company may
(but shall not be obligated to) treat the bearer thereof as the owner of such Warrant for all purposes, notwithstanding any notice
to the contrary. Subject to Section 3, a Warrant, if properly assigned, may be exercised by a new Holder without first having a
new Warrant issued.


5.                  
Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective
meanings:


“Business
Day” means any day other than a Saturday, Sunday or any other day on which U.S. Federal Reserve member banks are not open
for business in Atlanta, Georgia.


“Commission”
means the Securities and Exchange Commission or any other Federal agency at the time administering the Securities Act.


“Common Stock”
means, the common stock, par value $.001 per share (or other common equity interest, however denominated) of the Company and any
stock into which such Common Stock shall have been changed or any stock resulting from any reclassification of such Common Stock.


“Company”
has the meaning specified in the opening paragraph of this Warrant.


“Exercise
Period” means the date commencing on the date of this Warrant and ending on the Expiration Date indicated in the Warrant
Terms table above the opening paragraph of this Warrant.


“Holder”
has the meaning specified in the opening paragraph of this Warrant.


“Market Price”
means, per share of Common Stock on any date specified herein, (a) the last sale price on such date of such Common Stock or, if
no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially
reported on the principal national securities exchange on which such Common Stock is then listed or admitted to trading, or (b)
if such Common Stock is not then listed or admitted to trading on any national securities exchange but is trading on either the
over-the-counter market on the OTC Bulletin Board or the “Pink Sheets,” the last sale price as reported by the National
Quotation Bureau, or (c) if neither (a) nor (b) is applicable, a price per share thereof equal to the fair value thereof determined
in good faith by a resolution of the Board of Directors of the Company as of a date that is within 15 days of the date as of which
the determination is to be made.


 



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 “Other
Securities” means any stock (other than Common Stock) and other securities of the Company or any other Person (corporate
or otherwise) that the Holder of the Warrant at any time shall be entitled to receive, or shall have received, upon the exercise
of the Warrant, in lieu of or in addition to Common Stock, or that at any time shall be issuable or shall have been issued in
exchange for or in replacement of Common Stock or Other Securities pursuant to Section 2 or otherwise.


“Person”
means a corporation, an association, a partnership, an organization or business, an individual, a government or political subdivision
thereof or a governmental agency.


“Restricted
Securities” means (a) any Warrants bearing the applicable legend set forth in Section 3.1, (b) any Warrant Shares (or Other
Securities) issued upon the exercise of Warrants that are evidenced by a certificate or certificates bearing the applicable legend
set forth in such Section and (c) any Warrant Shares (or Other Securities) issued subsequent to the exercise of any of the Warrants
as a dividend or other distribution with respect to, or resulting from a subdivision of the outstanding shares of Common Stock
(or Other Securities) into a greater number of shares by reclassification, stock splits or otherwise, or in exchange for or in
replacement of the Common Stock (or Other Securities) issued upon such exercise, which are evidenced by a certificate or certificates
bearing the applicable legend set forth in such Section.


“Securities
Act” means the Securities Act of 1933, or any similar Federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.


“Warrant Price”
means the purchase price per share of the Warrant Shares subject to this Warrant indicated in the Warrant Terms table above the
opening paragraph of this Warrant.


“Warrant Shares”
has the meaning specified in the opening paragraph of this Warrant.


“Warrants”
has the meaning specified in the opening paragraph of this Warrant.


6.                  
No Rights or Liabilities as Stockholder. Nothing contained in this Warrant shall be construed as conferring upon
Holder hereof any rights as a stockholder of the Company or as imposing any obligation on such Holder to purchase any securities
or as imposing any liabilities on the Holder as a stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.


7.                  
Notices. All notices and other communications provided for herein shall be delivered or mailed by first class mail,
postage prepaid, addressed to:


If to the Holder, at the address of the Holder on record
at the Company.


 


 


If to the Company:



5835 Peachtree Corners East, Suite D

Norcross, GA 30092


The address provided
in this Section 7 may be modified by the Company by providing the Holder notice in writing; provided, however, that the exercise
of any Warrant shall be effective in the manner provided in Section 1.


8.                  
Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. Any provision
of this Warrant that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such


 



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provision
in any other jurisdiction. To the extent permitted by applicable law, the Company waives any provision of law that shall render
any provision hereof prohibited or unenforceable in any respect. This Warrant shall be governed by the substantive laws of the
State of Georgia without reference to the choice of law rules thereof. The headings of this Warrant are inserted for convenience
only and shall not be deemed to constitute a part hereof.


9.                  
Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and
dated as of such cancellation, in lieu of this Warrant.


10.               
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of
any right required or granted herein is not a Business Day, then such action may be taken or such right may be exercised on the
next succeeding Business Day.


11.               
Expiration. The right to exercise this Warrant shall expire on the last day of the Exercise Period.


Guided therapeutics,
inc.





By: _________________________________________

Name:_______________________________________

Title:________________________________________


 




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Schedule I



Form of Exercise Notice


To:GUIDED
THERAPEUTICS, INC.


The undersigned
irrevocably elects to purchase __________ shares of Common Stock of the Company by exercising the Warrant to which this form is
attached and tenders to the Company, in immediately available funds, $_______________ representing the full Warrant Price with
respect to such shares of Common Stock


The shares into
which the Warrant is being exercised are referred to as the “Warrant Shares”. The undersigned requests that the certificates
representing the shares of Common Stock of the Company as to which the Warrant is being exercised be registered as follows:


	 
	(Name)
	
         

         

	(Social Security or Employer Identification Number)
	
         

         

	(Address)
	
         

         

	(Deliver to)
	
         

         

	(Address)


 


___ The undersigned requests that
the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Subscription Form to
the account of the undersigned or its nominee (which is ____________________) with DTC through its Deposit Withdrawal Agent Commission
System (“DTC Transfer”), provided that such transfer agent participates in the DTC Fast Automated Securities Transfer
program and the Common Stock issuable pursuant to this Subscription Form may be issued in book-entry form pursuant to such program.


___ In lieu of receiving the shares
of Common Stock issuable pursuant to this Subscription Form by way of DTC Transfer, the undersigned hereby requests that the Company
cause its transfer agent to issue and deliver to the undersigned physical certificates representing such shares of Common Stock.


The undersigned
represents and warrants that it is an accredited investor within the meaning of Regulation D promulgated under the Securities Act
and is purchasing the Warrant Shares for its own account for investment, and not with a view to, or for resale in connection with
the distribution thereof, and has no present intention of distributing or reselling any Warrant Shares, and in making the foregoing
representations, the undersigned is aware that it must bear, and is able to bear, the economic risk of such investment for an indefinite
period of time. The undersigned agrees not to offer, sell, transfer or otherwise dispose of any Common Stock obtained on exercise
of this Warrant except under circumstances that will not result in a violation of the Securities Act of 1933, as amended.


 


[continued on next page]




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If the number of
shares of Common Stock of the Company as to which the Warrant is being exercised are fewer than all the shares of Common Stock
of the Company to which the Warrant relates, please issue a new Warrant for the balance of such shares of Common Stock registered
in the name of the undersigned and deliver it to the undersigned at the following address:


	 
	(Address)


 


 


____________________________________________


(Signature)


 


 


____________________________________________


(Print Name of Warrant Holder)


 


 


____________________________________________


(Title of Signatory, if applicable)


 


 


____________________________________________


(Date)


 


 




 


 






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