<PAGE>

                                                                  EXHIBIT 10.17B


                                                                        12/30/01
                                                                  EXECUTION COPY



                              AMENDED AND RESTATED
                 LICENSE AND JOINT DEVELOPMENT AGREEMENT BETWEEN
                            NIMCO, ALTEA AND SPECTRX

         This Amended and Restated License and Joint Development Agreement (this
"Agreement") is made as of the 30th of December, 2001 ("EFFECTIVE DATE"), by and
between SpectRx, Inc. ("SRX"), a Delaware Corporation having its principal
offices at 6025A Unity Drive, Norcross, Georgia and both Non-Invasive-Monitoring
Company, Inc. ("NIMCO") and Altea Technologies, Inc. ("ALTEA"), both Delaware
Corporations having their principal place of business at 2056 Weems Road,
Tucker, Georgia 30385 (each a "Party", collectively "the Parties").

         WHEREAS, the Parties are parties to that certain License and Joint
Development Agreement dated March 1, 1996 (the "ORIGINAL AGREEMENT");

         WHEREAS, the Parties have agreed to amend and restate the ORIGINAL
AGREEMENT as set forth herein; and,

         WHEREAS, the Parties also entered into an Agreement with Abbott
Laboratories ("ABBOTT") dated October 10, 1996 (the "ABBOTT AGREEMENT") and wish
to preserve the rights of ABBOTT and of the Parties under the ABBOTT AGREEMENT.

         NOW THEREFORE, in consideration of the foregoing and the mutual
promises contained herein and other good and valuable consideration, receipt of
which is hereby acknowledged, the Parties agree to be bound by the following
terms and conditions.

1.0      DEFINITIONS

         As used herein:

         1.1      "ALTEA MONITORING PATENTS" means those patents, patent
                  applications and patent disclosures set forth on Schedule A2

         1.2      "ALTEA SOLE PATENTS" means those patents, patent applications
                  and patent disclosures set forth on Schedule B1.

         1.3      "AFFILIATE" means, with respect to a Party hereto, any
                  subsidiary controlled by such Party and any entity directly or
                  indirectly controlled by, under common control with, or
                  controlling such Party. For this purpose, "control" means
                  direct or indirect ownership of fifty percent (50%) or more of
                  the securities or other ownership interests representing the
                  equity, voting stock, general partnership or membership
                  interest of such entity or the power, whether through
                  ownership of voting securities, by contract or otherwise, to
                  direct or cause the direction of the management and policies
                  of such entity, directly or indirectly, except that a
                  supermajority vote requirement in a shareholder agreement or
                  operating agreement for a limited liability company relating
                  to certain major transactions or


--------------------------------
*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.

<PAGE>
                  decisions outside the ordinary course of business shall not be
                  deemed to give control to the entity benefiting from such
                  supermajority voting requirement of such entity. The
                  AFFILIATES of each Party under this Agreement as of the
                  EFFECTIVE DATE are set forth on Schedule F. Each Party shall
                  promptly notify the other of any entities which either become
                  Affiliates or cease to be Affiliates of the notifying party
                  and such entities shall be added to or deleted, respectively,
                  from Schedule F.

         1.4      "BLOCKED PRODUCTS" means, for each BLOCKING PATENT, a product
                  of a Party that is (i) based on MONITORING APPLICATIONS
                  disclosed or claimed in any LICENSED PATENTS (in the case of
                  SRX (or ALTEA and NIMCO, in the event of any termination of
                  SRX's rights to LICENSED PATENTS for MONITORING APPLICATIONS
                  under this Agreement)) or DELIVERY APPLICATIONS (in the case
                  of ALTEA and NIMCO) disclosed or claimed in any LICENSED
                  PATENTS, (ii) has entered clinical testing, is awaiting
                  regulatory clearance, has obtained regulatory clearance or is
                  commercially sold prior to the earlier of issuance or
                  publication of the relevant BLOCKING PATENT, and (iii) which
                  infringes at least one claim of the BLOCKING PATENT. For the
                  avoidance of doubt, (x) a "product" under this Section shall
                  include families of products encompassing the same methodology
                  (e.g., microporation), even if a specific product within such
                  family would not otherwise be a BLOCKED PRODUCT, provided that
                  (i) such product was already in development as evidenced by
                  contemporaneously generated written evidence kept in the
                  ordinary course of business and (ii) at least one such product
                  within such family is otherwise a BLOCKED PRODUCT, and (y) a
                  product shall be deemed to be a BLOCKED PRODUCT if it is in
                  the same family as another BLOCKED PRODUCT except for the
                  substitution of a drug or analyte.

         1.5      "BLOCKING PATENTS" means any patents other than JOINT PATENTS
                  owned by a Party based on inventions made by a SUBCONTRACTOR
                  under an obligation to assign to such Party after the
                  EFFECTIVE DATE or an employee, consultant or other person
                  under an obligation to assign to such Party, invented after
                  the EFFECTIVE DATE and prior to the earlier of (i) any
                  termination of SRX's rights to LICENSED PATENTS for MONITORING
                  APPLICATIONS under this Agreement or (ii) five (5) years after
                  the EFFECTIVE DATE, in either case that are not LICENSED
                  PATENTS, and that would be infringed by, in the case of SRX
                  (or ALTEA or NIMCO, in the event of any termination of SRX's
                  rights to LICENSED PATENTS for MONITORING APPLICATIONS under
                  this Agreement), the use of any MONITORING APPLICATION
                  disclosed or claimed in any LICENSED PATENTS or, in the case
                  of ALTEA or NIMCO, the use of any DELIVERY APPLICATION
                  disclosed or claimed in any LICENSED PATENTS. BLOCKING PATENTS
                  shall not include any patents that are licensed or assigned to
                  a Party by a THIRD PARTY (except any SUBCONTRACTOR or
                  employee, consultant or other person under an obligation to
                  assign patents to such Party) or that are owned by an
                  AFFILIATE of a Party


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                        2
<PAGE>

                  prior to that AFFILIATE becoming an AFFILIATE of a Party or
                  which are owned by an entity that acquires or merges with a
                  Party.

         1.6      "DELIVERY APPLICATION" means introduction of substances into
                  an organism.

         1.7      "JOINT PATENTS" means those patents, patent applications and
                  invention disclosures (i) jointly owned by SRX and ALTEA and
                  assigned into joint ownership pursuant to the ORIGINAL
                  AGREEMENT, (ii) assigned into joint ownership pursuant to
                  Article 2 of this Agreement and as set forth on Schedule A1 or
                  (iii) subsequently assigned into joint ownership pursuant to
                  Section 2.3 of this AGREEMENT. JOINT PATENTS includes any and
                  all continuations, reissues, reexaminations and extensions of
                  the patents, patent applications and invention disclosures
                  described in (i)-(iii) above, in the United States and
                  throughout the world, but excludes any continuations-in-part
                  to the extent they contain new matter not described or
                  disclosed in another patent or patent application that
                  constitutes a JOINT PATENT.

         1.8      "LICENSED PATENTS" means JOINT PATENTS and ALTEA MONITORING
                  PATENTS.

         1.9      "MONITORING APPLICATION" means extraction of substances from
                  an organism.

         1.10     "NET SALES" from a product covered by any VALID CLAIM of the
                  LICENSED PATENTS, including all disposable and non-disposable
                  components associated therewith, means the total gross
                  realization for commercial sale or other commercial transfer
                  or application, including lease and related arrangements, to a
                  THIRD PARTY (except a SUBCONTRACTOR) of such product,
                  including all disposable and non-disposable components
                  associated therewith, by SRX or ALTEA, or their AFFILIATES or
                  their SUBCONTRACTORS, less only deductions for the following
                  to the extent actually paid, and not reimbursed by the THIRD
                  PARTY:

         (a)      customary trade, quantity, or cash discounts actually allowed
                  and taken;

         (b)      any freight or other transportation costs, insurance charges,
                  duties and tariffs separately invoiced to and paid;

         (c)      returns which are accepted by SRX or ALTEA or their AFFILIATES
                  or their SUBCONTRACTORS from such THIRD PARTY in accordance
                  with normal practice and for which credit is given to such
                  THIRD PARTY; and,

         (d)      sales or use taxes which are required to be paid, when paid.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       3
<PAGE>

                  Where a product covered by a VALID CLAIM of the LICENSED
                  PATENTS is sold, leased or otherwise commercially transferred
                  as one of a number of items without a separate price, or the
                  consideration shall include any non-cash element or is
                  transferred in any manner other than an invoiced sale, NET
                  SALES shall be calculated for such product, including all
                  disposable and non-disposable components associated therewith,
                  as if sold or otherwise commercially transferred with an
                  invoiced sale or lease price at that time in that country.

                  For the avoidance of doubt, NET SALES shall only be calculated
                  once for each product covered by a VALID CLAIM of the LICENSED
                  PATENTS, including all disposable and non-disposable
                  components associated therewith.

         1.11     "NIMCO and/or ALTEA" means the relevant Party having ownership
                  rights in any item of technology.

         1.12     "SRX SOLE PATENTS" means those patents, patent applications
                  and patent disclosures listed on Schedule B2.

         1.13     "SUBCONTRACTOR" means any THIRD PARTY that has entered into an
                  agreement with SRX or ALTEA relating to any LICENSED PATENTS
                  pursuant to which it makes payments to SRX or ALTEA as the
                  context indicates (including those that have been AFFILIATES
                  but cease to be AFFILIATES during the TERM as well as any
                  THIRD PARTY that is a licensee or sublicensee of a THIRD PARTY
                  that has been granted rights pursuant to Section 3.3).
                  "SUBCONTRACTOR" shall not be deemed to include any THIRD PARTY
                  that both (i) does not pay fees to SRX or ALTEA or their
                  respective AFFILIATES or SUBCONTRACTORS based on a percentage
                  of their sales and (ii) purchases products for resale without
                  changing, combining or repackaging the product as delivered by
                  SRX or ALTEA or their respective AFFILIATES.

         1.14     "TERM" means the period commencing on the EFFECTIVE DATE and
                  terminating on the earlier of (a) the date of the last to
                  expire of LICENSED PATENTS containing a VALID CLAIM, or (b)
                  the date of earlier termination pursuant to this Agreement.

         1.15     "TERRITORY" means the entire world.

         1.16     "THIRD PARTY" means a party other than the Parties or their
                  AFFILIATES.

         1.17     "VALID CLAIM" means (a) a claim of a pending patent
                  application that was filed and is being prosecuted in good
                  faith or (b) a claim of an issued and unexpired patent that
                  has not been revoked or held invalid or unenforceable by a
                  decision of a court or other governmental agency of competent
                  jurisdiction from which no appeal can be or is taken within
                  the time allowed for such appeal, and

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       4
<PAGE>
                  that has not been disclaimed, denied or admitted to be invalid
                  or unenforceable through reissue, disclaimer or otherwise.

2.0      ASSIGNMENT OF RIGHTS

         2.1      Each of SRX and ALTEA hereby assigns and shall assign to the
                  other an undivided joint interest (to the extent not already
                  so assigned as of the EFFECTIVE DATE) in each JOINT PATENT
                  listed on Schedule A1 as of the EFFECTIVE DATE and any patent,
                  patent application or patent disclosure determined to be a
                  JOINT PATENT pursuant to Section 2.3 of this AGREEMENT,
                  together with all patents that issue therefrom and all
                  continuations, continuations-in-part, reissues, reexaminations
                  and extensions, in the United States and throughout the world,
                  but excluding any continuations-in-part to the extent they
                  contain new matter not claimed or disclosed in another patent,
                  patent application or invention disclosure that constitutes a
                  JOINT PATENT. For the avoidance of doubt, the obligations of
                  SRX and ALTEA under this Section shall not include any ALTEA
                  MONITORING PATENTS, ALTEA SOLE PATENTS or SRX SOLE PATENTS.

         2.2      ALTEA shall retain ownership of all ALTEA MONITORING PATENTS
                  and ALTEA SOLE PATENTS. SRX shall retain ownership of all SRX
                  SOLE PATENTS.

         2.3      [*]

         2.4      Each Party that is required to assign rights pursuant to
                  Section 2.1 agrees to execute all papers and instruments as
                  necessary to vest such of its rights transferred pursuant to
                  Section 2.1 in such other Party that is the assignee of such
                  rights, no later than thirty (30) days after the EFFECTIVE
                  DATE (or thirty (30) days after the date when such a patent,
                  patent application or patent disclosure is determined to be a
                  JOINT PATENT pursuant to Section 2.3) and at its own expense,
                  in a form reasonably acceptable to the other Party that is the
                  assignee of such rights, and shall take steps to diligently
                  record the same with the United States Patent and Trademark
                  Office and each such similar foreign body, and shall perform
                  any other reasonable acts required to so vest such rights.
                  Each such Party shall promptly provide copies of such executed
                  papers or instruments and any correspondence related to the
                  filings required pursuant to this Section to the other
                  Parties. In the event that any patent, patent application or
                  patent disclosure on Schedule C1 or Schedule C2 is determined
                  to be a JOINT PATENT, then any out-of-pocket costs of filing
                  and prosecution for such patent, patent application or patent
                  disclosure that have previously been paid by ALTEA shall be
                  reimbursed to ALTEA by SRX.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       5
<PAGE>

3.0      GRANT OF LICENSE, SUBCONTRACT RIGHTS AND KNOW-HOW

         3.1      License.

         (a)      NIMCO and/or ALTEA hereby grant to SRX the exclusive right and
                  license to use and exploit any LICENSED PATENTS to make, have
                  made, use, market, lease and sell products for MONITORING
                  APPLICATIONS and to practice MONITORING APPLICATIONS in the
                  TERRITORY during the TERM. The right and license granted in
                  this Article 3 are subject to the other provisions of this
                  Agreement.

         (b)      SRX hereby grants to ALTEA the exclusive right and license to
                  use and exploit any LICENSED PATENTS to make, have made, use,
                  market, lease and sell products for DELIVERY APPLICATIONS and
                  to practice DELIVERY APPLICATIONS in the TERRITORY during the
                  TERM. The right and license granted in this Article 3 are
                  subject to the other provisions of this Agreement.

         3.2      Blocking Patents. NIMCO and/or ALTEA and SRX agree that no
                  Party (or any AFFILIATES or THIRD PARTIES to which any Party
                  transfers, assigns or licenses its rights under any BLOCKING
                  PATENTS) shall make any claim of infringement or initiate any
                  legal action or lawsuit for infringement relating to any
                  manufacture, use, marketing, sale or lease of any BLOCKED
                  PRODUCTS for the life of any BLOCKING PATENTS; provided that
                  NIMCO and ALTEA's obligations under this Section shall
                  terminate in the event SRX's rights to practice the LICENSED
                  PATENTS for MONITORING APPLICATIONS terminate or expire prior
                  to the end of the TERM.

         3.3      SUBCONTRACT Rights. SRX and ALTEA shall be allowed to grant
                  rights to SUBCONTRACTORS under this Agreement to the extent of
                  such Party's respective rights under this Article 3, subject
                  to such Party remaining primarily liable for its performance
                  under the terms of this Agreement. Any such SUBCONTRACTOR
                  shall be permitted to further license its rights pursuant to
                  this Section. Each of SRX and ALTEA shall use commercially
                  reasonable efforts to monitor its SUBCONTRACTORS to ensure
                  that such SUBCONTRACTORS comply with the terms of this
                  Agreement and shall take all commercially reasonable steps to
                  correct or stop any activities of such SUBCONTRACTORS that
                  violates the terms of this Agreement.

         3.4      Exchanged Information. Each of NIMCO, ALTEA and SRX shall
                  provide to the other during the TERM the categories of
                  information listed on Schedule D (the "EXCHANGED
                  INFORMATION").

         3.5      Limitations. No Party shall have any royalty, licensing or
                  other obligation under this Agreement with respect to any
                  future inventions not included in the

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       6
<PAGE>

                  LICENSED PATENTS or BLOCKING PATENTS or be required to provide
                  any know-how other than the EXCHANGED INFORMATION.

4.0      DILIGENCE.

         4.1      SRX shall diligently proceed with the development and
                  commercialization, either directly or indirectly with
                  SUBCONTRACTORS, of MONITORING APPLICATIONS covered by the
                  LICENSED PATENTS using resources, including money, personnel
                  and equipment, at least equal to what would normally be
                  applied to such products at similar stage of development and
                  commercial potential in the diagnostics industry and no less
                  than those applied by SRX to comparable products at similar
                  stages of development and commercial potential. [*]

5.0      PAYMENTS AND ROYALTIES

         5.1      Royalties

         (a)      Earned Royalty Amounts.

                  (i)      SRX shall pay to ALTEA earned royalties on MONITORING
                           APPLICATIONS of [*] during each calendar quarter of
                           the TERM.

                  (ii)     ALTEA shall pay to SRX earned royalties on DELIVERY
                           APPLICATIONS of [*] during each calendar quarter of
                           the TERM.

         (b)      Minimum Royalty Amounts.

                  (i)      Prepaid Minimum Royalties. SRX shall pay to ALTEA
                           minimum royalties as set forth on the table below and
                           shall provide to ALTEA, on or before the due date
                           specified for each payment, a notice that such
                           payment has been made, which shall include copies of
                           the wire transfer instructions showing that the
                           payment is set to arrive no later than such due date.
                           SRX may at any time provide written notice to ALTEA
                           that SRX wishes to terminate its rights to the
                           LICENSED PATENTS ("MONITORING RIGHTS TERMINATION
                           NOTICE"), as least as far in advance of the date for
                           payment of minimum royalties as specified in the
                           table below and shall thereafter not be liable for
                           payment of minimum royalties or the amounts set forth
                           below.


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       7
<PAGE>

<TABLE>
<CAPTION>
                                 PREPAID MINIMUM ROYALTIES
            DUE DATE                     AMOUNT         MINIMUM ADVANCE MONITORING RIGHTS
                                                                TERMINATION NOTICE
         January 2, 2002                  $[*]                         N/A
(or the EFFECTIVE DATE, if later)
<S>                                       <C>           <C>
               [*]                        $[*]                         [*]
               [*]                        $[*]                         [*]
               [*]                        $[*]                         [*]
</TABLE>


                  (ii)     Ongoing Minimum Royalties. Beginning with the first
                           calendar quarter of 2005, SRX shall pay to ALTEA
                           minimum royalties forty-five (45) days following
                           March 31st, June 30th, September 30th and December
                           31st of each calendar year during the TERM, with each
                           quarterly payment equal to [*], adjusted for the
                           increase in the United States Consumer Price Index
                           (CPI) from December 31, 2001 to January 1 of the
                           beginning of each calendar year, for so long as SRX
                           still has rights under the LICENSED PATENTS.

                  (iii)    Limitation. In the event that SRX rights to practice
                           LICENSED PATENTS for MONITORING APPLICATIONS
                           terminate for any reason, no additional obligation
                           for or in relation to minimum royalties shall accrue
                           from the date of such termination, except as set
                           forth in Section 10.4(c).

         (c)      Calculation of Royalties.

                  (i)      Prior to January 1, 2005, if earned royalties from
                           SRX for a calendar quarter are in excess of the
                           amounts set forth below, SRX shall pay the earned
                           royalty payment described in Section 5.1(a)(i), less
                           the amounts set forth below, subject to (iii) below;

<TABLE>
<CAPTION>
CALENDAR QUARTER      EARNED MINIMUM     CALENDAR QUARTER    EARNED MINIMUM     CALENDAR QUARTER    EARNED MINIMUM
<S>                   <C>                <C>                 <C>                <C>                 <C>
2002 Q1               [*]                2003 Q1             [*]                2004 Q1             [*]
2002 Q2               [*]                2003 Q2             [*]                2004 Q2             [*]
2002 Q3               [*]                2003 Q3             [*]                2004 Q3             [*]
2002 Q4               [*]                2003 Q4             [*]                2004 Q4             [*]
TOTAL                 [*]                                    [*]                                    [*]
</TABLE>

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       8
<PAGE>

                  (ii)     Beginning on January 1, 2005:

                           (a)      if earned royalties from SRX for a calendar
                                    quarter are in excess of the minimum payment
                                    due for that quarter by SRX to ALTEA, SRX
                                    shall pay the earned royalty payment
                                    described in Section 5.1(a)(i) in full and
                                    no minimum payment pursuant to Section
                                    5.1(b) shall be due for that quarter subject
                                    to (iii) below; or

                           (b)      if earned royalties from SRX for a calendar
                                    quarter are less than the minimum payment
                                    due for that quarter by SRX to ALTEA, then
                                    SRX shall pay the minimum payment described
                                    pursuant to Section 5.1(b) for that quarter
                                    subject to (iii) below;

                  (iii)    notwithstanding (i) and (ii) above, the application
                           of minimum payments towards earned royalties for each
                           calendar quarter shall be reconciled not only for
                           that quarter but also for the preceding calendar
                           quarters (Q) in that same calendar year. By way of
                           example, for 2005, assuming the earned royalties
                           shown:

<TABLE>
<CAPTION>
                                                PAYMENT DUE TO ALTEA
                                       MINIMUM                       EARNED                       45 DAYS
                                       PAYMENT                      ROYALTY                    AFTER END OF Q
            <S>                        <C>                          <C>                        <C>
            Q1                          $ [*]                          [*]                         $ [*]
            Q2                          $ [*]                        $ [*]                         $ [*]
            Q3                          $ [*]                        $ [*]                         $ [*]
            Q4                          $ [*]                         $[*]                          $[*]

      TOTAL FOR 2005                     $[*]                         $[*]                          $[*]
</TABLE>


         5.2      Timing and Duration of Royalty Payments. Royalties shall be
                  paid in the amounts described in Section 5.1(b)(ii) or Section
                  5.1(c) in United States dollars each calendar quarter, on or
                  before the latter of (i) forty five (45) days after the end of
                  each calendar quarter of each year during the TERM or (ii), as
                  to the portion of any royalties payable by a Party with
                  respect to NET SALES by a SUBCONTRACTOR, the earlier of (x)
                  fifteen (15) days after the receipt from the SUBCONTRACTOR of
                  a PARTY of the monies on which such royalties are due or (y)
                  one hundred eighty (180) days from the end of any calendar
                  quarter for

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       9
<PAGE>
                  which royalties are due regardless when such monies are
                  received from a SUBCONTRACTOR.

         5.3      Credits; Carry-Over.

         (a)      Prosecution of Patents. Beginning on January 1, 2005, SRX or
                  ALTEA shall be able to credit up to fifty percent (50%) of the
                  costs and expenses paid by such Party per calendar year for
                  the prosecution of LICENSED PATENTS pursuant to Section
                  8.1(e), not including any maintenance fees paid by such Party,
                  up to a maximum of twenty percent (20%) of earned royalties
                  due by such Party in any given year; provided that such credit
                  shall only apply to those earned royalty amounts that are due
                  [*], adjusted for the increase in the United States Consumer
                  Price Index (CPI) from December 31, 2001 to January 1 of the
                  beginning of each calendar year. For the avoidance of doubt,
                  credits for prosecution of patents can be carried over from
                  year-to-year until fully utilized.

         (b)      [*]

         (c)      Maximum Credits. In no event shall SRX be permitted to combine
                  credits under Section 5.3(a) and 5.3(b) after January 1, 2005,
                  such that the payments due in any calendar quarter to ALTEA
                  from SRX are lower than the minimum payments that would be due
                  for such calendar quarter pursuant to Section 5.1(b)(ii).

         5.4      Payment Information.

         (a)      For all payments due from SRX to ALTEA under this AGREEMENT,
                  SRX shall make such payments by wire transfer to the account
                  specified below or any other account as may be specified by
                  ALTEA from time to time.

                  [*]

         (b)      For all payments due from ALTEA to SRX under this AGREEMENT,
                  ALTEA shall make such payments by wire transfer to the account
                  specified below or any other account as may be specified by
                  SRX from time to time.

                  [*]

         5.5      Late Payments. Except for the payments described in Section
                  5.1(b)(i), any payment that is not paid by its due date shall
                  be charged interest on the unpaid balance at the annual rate
                  of the prime rate quoted by the Wall Street Journal plus seven
                  percent (7%) compounded daily or the highest rate available
                  under applicable laws, whichever is lower; provided, however,
                  that the interest rate shall be the prime rate quoted by the
                  Wall Street Journal plus two percent (2%) in the event such
                  payment is required after an audit conducted pursuant to
                  Section 6


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       10
<PAGE>

                  that has revealed an underpayment of less than five percent
                  (5%) and such underpayment was not willful.

         5.6      Exchange Rate. All payments provided in this Agreement shall
                  be made in USD and based on the exchange rate for the last
                  business day of the calendar month in which such sales
                  occurred, as calculated using the midpoint of the rates quoted
                  by the Wall Street Journal, or the rate quoted by Citibank
                  N.A. or another mutually acceptable United States bank in the
                  absence of a quotation by the Wall Street Journal.

         5.7      No Multiple Royalties. No multiple royalties shall be payable
                  because any product is covered by more than one patent claim.

6.0      RECORDS

         6.1      Records of Sales. SRX and NIMCO and/or ALTEA shall at all
                  times during the TERM and for a period of two (2) years after
                  termination or expiration of this Agreement keep at its
                  principal place of business true and accurate records of all
                  sales or other commercial applications or for which royalties
                  may be due pursuant to Article 5 in such form and manner that
                  all payments owed hereunder to SRX or ALTEA may be readily and
                  accurately determined; provided, however, that this Section
                  shall not require a Party to keep records in a manner other
                  than that normally used in the ordinary course of business.

         6.2      Inspection by NIMCO and/or ALTEA. Once annually, an
                  independent accountant or auditor chosen by NIMCO and/or ALTEA
                  shall have the right, at NIMCO and/or ALTEA's expense, during
                  normal business hours and after providing at least ten (10)
                  business days' notice, during the TERM and for two (2) years
                  thereafter, to examine those records of SRX or any of its
                  respective AFFILIATES which may reasonably be needed for the
                  purpose of verifying the amounts owed to NIMCO and/or ALTEA
                  under this Agreement, and the accuracy of the reports
                  furnished by SRX under Article 7 and such independent
                  accountant or auditor shall maintain the confidentiality of
                  all confidential information obtained by it from examination
                  of SRX's records and shall use such information only for the
                  purposes of this Agreement. If the results of such inspection
                  show that SRX had underpaid NIMCO and/or ALTEA by five percent
                  or greater ( =5%) in any calendar year, then costs of such
                  inspection shall be paid for by SRX. In any event, SRX shall
                  pay the outstanding balance owed to NIMCO and/or ALTEA
                  including interest determined pursuant to Section 5.5.

         6.3      Inspection by SRX. Once annually, an independent accountant or
                  auditor chosen by SRX shall have the right, at SRX's expense,
                  during normal business hours and after providing at least ten
                  (10) business days' notice, during the TERM, and for two (2)
                  years thereafter, to examine those records of ALTEA or NIMCO
                  or any of their AFFILIATES which may reasonably be needed for
                  the purpose of verifying

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       11
<PAGE>

                  the amounts owed to SRX under this Agreement and the accuracy
                  of the reports furnished by ALTEA under Article 7 of this
                  Agreement and such independent accountant or auditor shall
                  maintain the confidentiality of all confidential information
                  obtained by it from examination of ALTEA's records and shall
                  use such information only for the purposes of this Agreement.
                  If the results of such inspection show that ALTEA had
                  underpaid SRX by five percent or greater (=5%) in any year,
                  then costs of such inspection shall be paid for by ALTEA. In
                  any event, ALTEA shall pay the outstanding balance owed to SRX
                  including interest determined pursuant to section 5.5.

7.0      REPORTS

         7.1      Quarterly Reports of SRX. When making each payment pursuant to
                  Section 5.2, SRX shall prepare and deliver to NIMCO and/or
                  ALTEA a true and accurate report, giving such particulars of
                  the business (including the identities and quantities (unless
                  a SUBCONTRACTOR does not provide quantity information) of each
                  product sold) conducted by SRX, its AFFILIATES, and its
                  SUBCONTRACTOR(S) during the preceding calendar quarter as is
                  required to calculate the payment and royalties due ALTEA
                  hereunder. If no payment is due for a particular calendar
                  quarter, SRX shall so report.

         7.2      Quarterly Reports of ALTEA. When making each payment pursuant
                  to Section 5.2, ALTEA shall prepare and deliver to SRX a true
                  and accurate report, giving such particulars of the business
                  (including the identities and quantities (unless a
                  SUBCONTRACTOR does not provide quantity information) of each
                  product sold) conducted by ALTEA, its AFFILIATES, and its
                  SUBCONTRACTOR(S) during the preceding calendar quarter as is
                  required to calculate the payment and royalties due SRX
                  hereunder and if, for any calendar quarter after ALTEA has an
                  obligation to pay under Section 5.1(a)(ii), no payment is due
                  for a particular calendar quarter, ALTEA shall so report.

8.0      INTELLECTUAL PROPERTY

         8.1      Patent Prosecution.

         (a)      The Parties shall jointly engage mutually-acceptable counsel
                  to perform patent filing and prosecution for all LICENSED
                  PATENTS. [*] Such counsel shall keep all Parties informed
                  regarding all relevant information related to such filing and
                  prosecution.

         (b)      [*]

         (c)      The patent counsel shall keep all Parties informed as to the
                  status of any patent, patent application or patent disclosure
                  being handled by such counsel. [*]

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       12
<PAGE>

         (d)      In the event a patent application subject to Section 8.2 is or
                  has been divided by patent counsel or the United States Patent
                  and Trademark Office or similar foreign body into a portion
                  related exclusively to DELIVERY APPLICATIONS of LICENSED
                  PATENTS and a portion not exclusively related to DELIVERY
                  APPLICATIONS of LICENSED PATENTS, SRX shall assign all of its
                  right, title and interest in and to the divisional application
                  related exclusively to DELIVERY APPLICATIONS of LICENSED
                  PATENTS to ALTEA; provided, however, that such application and
                  any patents issued therefrom shall be deemed to remain JOINT
                  PATENTS solely for the purposes of calculating and paying
                  royalties under Article 5. The divisional application not
                  related exclusively to DELIVERY APPLICATIONS of LICENSED
                  PATENTS shall remain a JOINT PATENT.

         (e)      Expenses

                  (i)      [*] The patent counsel shall allocate maintenance
                           fees for issued patents based on the proportion of
                           issued claims related to DELIVERY APPLICATIONS of
                           LICENSED PATENTS and MONITORING APPLICATIONS of
                           LICENSED PATENTS.

                  (ii)     In the event a patent application included in the
                           LICENSED PATENTS is divided pursuant to Section
                           8.1(d) into a portion related exclusively to DELIVERY
                           APPLICATIONS and a portion not exclusively related to
                           DELIVERY APPLICATIONS, ALTEA shall pay all costs and
                           expenses for patent counsel and all maintenance fees
                           for that divisional application related exclusively
                           to DELIVERY APPLICATIONS.

                  (iii)    In the event SRX determines that it no longer desires
                           to pay as set forth in Section 8.1(e)(i) for the
                           prosecution of any LICENSED PATENT in any country,
                           SRX shall immediately assign all of its right, title
                           and interest in and to such LICENSED PATENT to ALTEA,
                           and SRX shall have no further rights under such
                           LICENSED PATENT in any such country. Notwithstanding
                           the foregoing, SRX shall not be required to so assign
                           such LICENSED PATENT in the event (i) the decision to
                           discontinue the prosecution of such LICENSED PATENT
                           is made as part of a good-faith strategic decision to
                           maintain the broadest possible patent protection for
                           the LICENSED PATENTS, and (ii) the invention claimed
                           by such LICENSED PATENT is contained within the
                           subject matter of another JOINT PATENT or SRX
                           immediately assigns an undivided joint interest in
                           such patent application to ALTEA, together with all
                           patents that issue therefrom and all continuations,
                           continuations-in-part, reissues, reexaminations and
                           extensions, in the United States and throughout the
                           world.

         8.2      Enforcement and Defense of Licensed Patents.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       13
<PAGE>

                  (a)      Each of NIMCO, ALTEA and SRX shall give prompt notice
                           to the other Parties of any notice of infringement,
                           offer to license intellectual property or claim of
                           invalidity or unenforceability that it receives from
                           any THIRD PARTY related to LICENSED PATENTS, any
                           opposition, reexamination or reissue proceeding, or
                           any infringement, threatened infringement or
                           suspected infringement of any LICENSED PATENT by any
                           THIRD PARTY that shall at any time come to its
                           knowledge together with such detailed information as
                           shall from time to time be available to such Party
                           relating to such notice, offer, infringement or
                           threatened or suspected infringement or claim of
                           invalidity or unenforceability. For the avoidance of
                           doubt, an "offer to license" under this Section shall
                           not include negotiations with THIRD PARTIES to
                           license intellectual property conducted in the
                           ordinary course of business.

                  (b)      ALTEA and SRX agree to take commercially reasonable
                           actions to protect their rights in the LICENSED
                           PATENTS in all parts of the TERRITORY in which a
                           patent application or patent is present or patent
                           application can be filed concerning LICENSED PATENTS
                           to which SRX or ALTEA has rights, including defending
                           against actions brought by THIRD PARTIES alleging the
                           invalidity or unenforceabiltiy of any LICENSED
                           PATENTS and taking commercially reasonable actions
                           against potential infringers, including
                           SUBCONTRACTORS, provided, however, that SRX shall
                           have no obligations pursuant to this Section 8.2(b)
                           subsequent to the date of termination of its rights
                           to the LICENSED PATENTS .

                           (i)      If any action at issue relates exclusively
                                    to MONITORING APPLICATIONS of LICENSED
                                    PATENTS or to both MONITORING APPLICATIONS
                                    of LICENSED PATENTS and DELIVERY
                                    APPLICATIONS of LICENSED PATENTS, ALTEA and
                                    SRX shall proceed jointly in the initiation
                                    and management of such action in the event
                                    that both Parties consider such action to be
                                    commercially reasonable. [*]

                                    (a)      Factors to be included in the
                                             assessment of whether any action is
                                             commercially reasonable shall
                                             include:

                                             -        [*]

                                             -        [*]

                                             -        [*]

         [*]      (b) [*]

                  (ii)     If any action at issue, or any portion of an action,
                           relates exclusively to DELIVERY APPLICATIONS of
                           LICENSED PATENTS, ALTEA shall

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                      14
<PAGE>

                           have sole control over the initiation and management
                           of such action, or such portion of an action; [*]

                  (iii)    SRX shall be responsible for all costs and expenses
                           related to actions involving MONITORING APPLICATIONS
                           of LICENSED PATENTS and ALTEA shall be responsible
                           for all costs and expenses related to actions
                           involving DELIVERY APPLICATIONS of LICENSED PATENTS.
                           Both SRX and ALTA shall share equally in costs and
                           expenses in actions related to both MONITORING
                           APPLICATIONS of LICENSED PATENTS and DELIVERY
                           APPLICATIONS of LICENSED PATENTS.

         (c)      Notwithstanding Section 8.2(b), if one Party (the "ENFORCING
                  PARTY") chooses to take any action, including bringing a
                  counterclaim or similar claim in an existing proceeding,
                  related to the JOINT PATENTS and the other Party (the
                  "BYSTANDER PARTY") elects not to participate, the ENFORCING
                  PARTY electing to bring such action shall have the right to
                  conduct the action in the name of all Parties hereto, but
                  shall bear all costs and expenses related to such action,
                  receive all benefits received if such action is successful,
                  and indemnify the other Parties as described in Section 13
                  therefor. For the avoidance of doubt, any Party shall be
                  entitled to make a motion to join as a co-party in any action
                  brought pursuant to this Section 8.2(b).

         8.3      Cooperation. In any suit any Party may commence or defend
                  against a THIRD PARTY pursuant to its rights under this
                  Agreement in order to enforce or defend the validity or
                  enforceability of the LICENSED PATENTS, the other Parties
                  shall, at the request of the Party initiating or defending
                  such suit, cooperate in all respects and, to the extent
                  possible, have its employees testify when requested and make
                  available without delay relevant records, papers, information,
                  samples, specimens and the like. The Party requesting any such
                  action shall reimburse the cooperating Party for all
                  reasonable out-of-pocket expenses incurred in connection with
                  such cooperation.

9.0      CONFIDENTIALITY

         9.1      Confidentiality Nondisclosure. During the TERM and for seven
                  (7) years thereafter without regard to the means of
                  termination or expiration, neither SRX, NIMCO, nor ALTEA, nor
                  any of their respective AFFILIATES shall reveal or disclose to
                  THIRD PARTIES any confidential information received from the
                  other Party under this Agreement or under prior agreements
                  without first obtaining the written consent of the other
                  Party, except (i) as may be required for regulatory
                  submissions, subject to seeking confidential treatment where
                  available; (ii) as may be required to be disclosed to an
                  agency or as otherwise required by law, or court order,
                  subject to seeking confidential treatment where available.
                  This confidentiality obligation shall not apply to such
                  information (a) which is or

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       15
<PAGE>

                  becomes a matter of public knowledge other than through breach
                  of this Agreement; (b) is or was already in the possession of
                  the receiving Party prior to the time of receipt of such
                  information either under this Agreement or under prior
                  agreements; (c) is disclosed non-confidentiality to the
                  receiving Party by a THIRD PARTY having the right to do so, or
                  (d) is subsequently and independently developed by employees
                  of the receiving Party or AFFILIATES thereof who had no
                  knowledge of the confidential information disclosed. The
                  Parties shall take reasonable measures to assure that no
                  unauthorized use or disclosure is made by others to whom
                  access to such information is granted.

         9.2      Scope of Confidentiality. SRX, NIMCO, and ALTEA agree to limit
                  the disclosure of any technical data and information or other
                  confidential information received hereunder to such employees
                  and consultants as are reasonably necessary to carry out the
                  provisions of this Agreement and such employees and
                  consultants are likewise bound by the provisions of this
                  Article 9. In addition, any Party may disclose confidential
                  information to which such Party has rights pursuant to this
                  Agreement related to LICENSED PATENTS to THIRD PARTIES under
                  conditions at least as stringent as those in Section 9.1 at
                  any time. If after termination or expiration, or, in the case
                  of SRX, if SRX no longer has rights under Section 3.1(a), any
                  Party has rights to all confidential information generated
                  under this Agreement, then such Party shall not be restricted
                  in its use of such confidential information.

10.0     TERM AND TERMINATION.

         10.1     Duration. The term of this Agreement shall be the TERM as
                  defined in Section 1.14 unless otherwise earlier terminated as
                  described in this Article or elsewhere in this Agreement.

         10.2     Termination for Breach. In the event that either Party
                  materially breaches this Agreement , the other Party shall
                  have the right and option, in addition to all other legal and
                  equitable rights and remedies available to it, to terminate
                  this Agreement by giving written notice to the other Party in
                  the event such breach is not cured within thirty (30) days of
                  receiving such notice. If the Party so notified believes there
                  has been no material breach or the Parties disagree as to
                  whether such breach has been cured, such Party may pursue
                  arbitration as provided in Section 14.4, and the Party
                  claiming breach may only terminate this Agreement in the event
                  such arbitration determines that a default has occurred and
                  such default is not cured within thirty (30) days after the
                  decision of the arbitration panel. [*] For the avoidance of
                  doubt, the failure to pay minimum royalties when due pursuant
                  to Section 5.1(b) shall be deemed to be a material breach of
                  this Agreement, subject to the provisions of Section 10.5(c)
                  below.

         10.3     Termination by SRX. SRX shall have the right at its sole
                  discretion to terminate this Agreement upon three (3) months
                  prior written notice, except that such notice

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       16
<PAGE>

                  period shall be six (6) months if such notice is given at any
                  time after the end of the first calendar year in which NET
                  SALES of a LICENSED PRODUCT licensed to SRX pursuant to
                  Section 3.1(a) of this AGREEMENT have [*].

         10.4     Termination of Rights to Licensed Patents by SRX.

         (a)      SRX shall have the right at its sole discretion to terminate
                  its rights to the LICENSED PATENTS by at least one (1) month
                  notice prior to June 25, 2002 and two (2) months notice prior
                  October 26, 2002 and March 26, 2003.

         (b)      SRX's rights to the LICENSED PATENTS shall terminate
                  immediately upon the failure of SRX to make when due the
                  payments specified in Section 5.1(b)(i) on or before the date
                  specified and the failure of SRX to, upon notice from ALTEA,
                  cure such failure within five (5) days of such notice.

         (c)      In the event SRX's rights to the LICENSED PATENTS terminate as
                  specified in Section 10.4(b), either (i) [*] or (ii) this
                  Agreement shall immediately terminate, and SRX shall not be
                  required to pay the amounts set forth in this Section. In
                  either case, SRX shall not be required to pay the amounts set
                  forth in Section 5.1(b)(i).

         10.5     Effect of Termination.

         (a)      Transfer of Technology to ALTEA. SRX shall immediately, upon
                  the earlier of (x) any advance notice by SRX of termination
                  (unless such notice is given pursuant to Section 10.2 and
                  ALTEA immediately provides written notice to SRX of its
                  intention to cure such breach within thirty (30) days or to
                  pursue arbitration), (y) the date of any termination (but not
                  expiration) of this Agreement or (z) the termination of SRX's
                  rights to the LICENSED PATENTS pursuant to Section 10.4,
                  assign and transfer to ALTEA all of its right, title and
                  interest in and to all its LICENSED PATENTS and any ownership
                  and possession of any know-how, data, documents, patents and
                  patent applications and all associated facts related thereto
                  necessary to practice the LICENSED PATENTS, as well as any
                  all, data, documents, regulatory submissions or regulatory
                  approvals and any correspondence related thereto, any internal
                  memoranda of SRX relating to its SUBCONTRACTORS and all
                  correspondence between SRX and any of its SUBCONTRACTORS
                  (except (i) any documents for which SRX has a valid claim of
                  privilege or (ii) any documents that contain any confidential
                  information of a THIRD PARTY and that SRX is prohibited from
                  disclosing pursuant to written contractual confidentiality
                  obligations to such THIRD PARTY that predate the dates set
                  forth in Section 10.5(a)(x), (y) or (z), and as to which SRX
                  provides a log to ALTEA identifying all such documents), and
                  ALTEA shall have the right to commence the development and/or
                  commercialization in the field of MONITORING APPLICATIONS.
                  ALTEA shall treat all information transferred pursuant to this
                  Section 10.5(a) as confidential pursuant to Article 9.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       17
<PAGE>

         (b)      License to SRX. In the event that SRX terminates this
                  Agreement pursuant to Section 10.2, ALTEA and NIMCO shall
                  immediately grant to SRX an exclusive, paid-up, royalty-free
                  right and license (including the right to grant sublicenses)
                  to use and exploit any ALTEA MONITORING PATENTS to make, have
                  made, use, market, lease and sell products and to practice
                  MONITORING APPLICATIONS in the TERRITORY and ALTEA shall
                  immediately provide to SRX copies of any know-how, data,
                  documents, patents and patent applications and all associated
                  facts related thereto necessary to practice ALTEA MONITORING
                  PATENTS for MONITORING APPLICATIONS, as well as any all, data,
                  documents, regulatory submissions or regulatory approvals and
                  any correspondence related thereto, any internal memoranda of
                  ALTEA relating to its SUBCONTRACTORS relating to such patents
                  for such applications and all such correspondence between
                  ALTEA and any of its SUBCONTRACTORS (except (i) any documents
                  for which ALTEA has a valid claim of privilege or (ii) any
                  documents that contain any confidential information of a THIRD
                  PARTY and that ALTEA is prohibited from disclosing pursuant to
                  written contractual confidentiality obligations to such THIRD
                  PARTY that predate obligations under this Section 10.5(b), and
                  as to which ALTEA provides a log to SRX identifying all such
                  documents). SRX shall treat all information transferred
                  pursuant to this Section 10.5(b) as confidential pursuant to
                  Article 9.

         (c)      Payment Obligations. In all cases upon expiration or
                  termination of this Agreement or the termination of SRX's
                  rights to the LICENSED PATENTS (whether or not this Agreement
                  as a whole terminates), no further payments shall be due by
                  any Party, except for (i) any payments owed or accrued up to
                  and including the date of such expiration or termination,
                  including any penalties, late payment fees or interest, and
                  (ii) if SRX's rights to LICENSED PATENTS for MONITORING
                  APPLICATIONS have terminated but this Agreement does not
                  expire or terminate, any payments due to SRX by ALTEA pursuant
                  to Section 5(a)(ii) of this Agreement . For the avoidance of
                  doubt, if this Agreement terminates in accordance with Section
                  10.4(c), SRX shall not be required to pay any amounts set
                  forth in part (i) of that Section.

         10.6     The expiration or termination of this Agreement shall not
                  affect any rights and obligations of the Parties under this
                  Agreement that are intended by the Parties to survive such
                  termination. Without limiting the generality of the foregoing,
                  the following provisions of this Agreement shall survive
                  expiration or termination hereof: Article 1 (to the extent
                  definitions apply to termination or expiration events),
                  Article 9, Article 12, Section 3.2, Section 10.5 and Section
                  14.17.

         10.7     In the event that the Agreement shall terminate or SRX shall
                  cease to have rights to the LICENSED PATENTS in circumstances
                  where ABBOTT shall obtain any rights to LICENSED PATENTS
                  directly from NIMCO and ALTEA, then this Agreement shall be of
                  no effect to the extent it would modify in any way

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       18
<PAGE>

                  the rights of or any payments due from or other obligations of
                  ABBOTT to or from NIMCO or ALTEA.

         10.8     Neither Party shall be entitled to any compensation whatsoever
                  as a result of termination or expiration of this Agreement,
                  but without limiting either Party's damages for any breach of
                  this Agreement.

11.0     WARRANTIES AND CONVENANTS

         11.1     General. [*]

         11.2     NIMCO and ALTEA Representations, Warranties and Covenants. As
                  of the EFFECTIVE DATE, [*] NIMCO and/or ALTEA warrant,
                  represent and covenant to SRX that (i) they are owners of the
                  interests to be conveyed in the LICENSED PATENTS and that they
                  are not aware of any THIRD PARTY claims or rights to such
                  interests, except as noted in Section 11.1 and Exhibit 2; and
                  (ii) they have disclosed (or shall disclose pursuant to
                  Section 2.3) all patents, patent disclosures and patent
                  applications or any other invention, as listed on Schedules A,
                  B or C1 or as to be listed on Schedule C2 pursuant to Section
                  2.3(b), which relate in any way to either MONITORING
                  APPLICATIONS or DELIVERY APPLICATIONS and which either ALTEA
                  or NIMCO or any of their AFFILIATES has any ownership rights
                  or which any employee, consultant or other person (including a
                  SUBCONTRACTOR) is under an obligation to assign to ALTEA or
                  NIMCO.

         11.3     SRX Representations, Warranties and Covenants. SRX warrants
                  and represents that it is fully aware of and has reviewed [*]
                  and the LICENSED PATENTS, and that it is entering into this
                  Agreement with this knowledge. As of the EFFECTIVE DATE, [*]
                  SRX warrants, represents and covenants to ALTEA and NIMCO that
                  (i) SRX is the owner of the interests to be conveyed in the
                  JOINT PATENTS and that it is not aware of any THIRD PARTY
                  claims or rights to such interests; and, (ii) it has disclosed
                  (or shall disclose pursuant to Section 2.3) all patents,
                  patent disclosures and patent applications or any other
                  invention, as listed on Schedules A, B or C1 or as to be
                  listed on Schedule C2 pursuant to Section 2.3(b), which relate
                  in any way to either MONITORING APPLICATIONS or DELIVERY
                  APPLICATIONS and in which it or any of its AFFILIATES has any
                  ownership rights or which any employee, consultant or other
                  person (including a SUBCONTRACTOR) is under an obligation to
                  assign to SRX [*]

11.4              NO PARTY MAKES ANY WARRANTY, OTHER THAN AS STATED IN SECTIONS
                  11.1, 11.2 AND 11.3, EXPRESS OR IMPLIED, WITH RESPECT TO THE
                  LICENSED PATENTS. EACH PARTY EXPRESSLY DISCLAIMS ANY IMPLIED
                  WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                  PURPOSE OR NON-INFRINGEMENT.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       19
<PAGE>

11.5     IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
         INCIDENTAL OR CONSEQUENTIAL DAMAGES EXCEPT FOR DAMAGES ARISING OUT OF
         BREACH BY THAT PARTY OF THIS AGREEMENT.

12.0     INDEMNIFICATION

         12.1     SRX shall (and shall require its SUBCONTRACTORS to) indemnify,
                  hold harmless, and defend NIMCO and ALTEA, their directors,
                  officers, employees, permitted successors and assigns,
                  AFFILIATES, and agents from and against any and all monetary
                  losses including but not limited to any claims (including but
                  not limited to claims for injury to tangible property or the
                  environment, and claims for injury to persons and other
                  product liability claims), legal actions, lawsuits, and the
                  like made or filed by THIRD PARTIES (including but not limited
                  to directors, officers, employees, and agents of SRX) against
                  or naming NIMCO and/or ALTEA, their directors, officers,
                  employees, permitted successors and assigns, AFFILIATES,
                  consultants and agents (collectively "NIMCO/ALTEA LOSSES"),
                  and shall pay reasonable attorneys fees of NIMCO and ALTEA
                  directly connected with such NIMCO/ALTEA LOSSES, relating to
                  any activities undertaken by SRX, its AFFILIATES or
                  SUBCONTRACTORS relating to any aspect of use of the LICENSED
                  PATENTS or the subject matter of this Agreement, including any
                  NIMCO/ALTEA LOSSES relating to the enforcement of the LICENSED
                  PATENTS by SRX without the agreement of ALTEA pursuant to
                  Section 8.2(c), provided that any activities undertaken by
                  Jonathan Eppstein (JAE) as part of his employment by SRX prior
                  to the EFFECTIVE DATE or its successors or assigns and any
                  activities undertaken by NIMCO or ALTEA or their AFFILIATES or
                  SUBCONTRACTORS with the prior consent of SRX, with prior or
                  subsequent confirmation in writing, shall be deemed to be
                  activities of SRX for the purposes of this indemnity.

         12.2     NIMCO and/or ALTEA shall (and shall require their
                  SUBCONTRACTORS to) indemnify, hold harmless, and defend SRX,
                  its directors, officers, employees, permitted successors and
                  assigns, AFFILIATES, and agents from and against any and all
                  monetary losses including, but not limited to any claims
                  (including but not limited to claims for injury to tangible
                  property or the environment, and claims for injury to persons
                  and other product liability claims), legal actions, lawsuits,
                  and like made or filed by THIRD PARTIES (including but not
                  limited to directors, officers, employees, and agents of NIMCO
                  and/or ALTEA other than JAE in his role as employee of SRX or
                  is successors or assigns) against or naming SRX, its
                  directors, officers, employees, permitted successors and
                  assigns, AFFILIATES, consultants and agents (collectively "SRX
                  LOSSES"), and shall pay reasonable attorneys fees of SRX
                  directly connected with such SRX LOSSES relating to any
                  activities undertaken after March 1, 1996 by NIMCO or ALTEA,
                  their AFFILIATES or SUBCONTRACTORS relating to any aspect of
                  use of the LICENSED PATENTS or the subject matter of this
                  Agreement, including any


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       20
<PAGE>

                  SRX LOSSES relating to the enforcement of the LICENSED PATENTS
                  by NIMCO or ALTEA without the agreement of SRX pursuant to
                  Section 8.2(c), other than as indemnified and defended by SRX
                  pursuant to Section 12.1. For purposes of clarification, the
                  agreement of the Parties is that Section 12.1 shall without
                  limiting its generality indemnify and defend NIMCO and ALTEA
                  against all product liability claims arising out of
                  commercialization of LICENSED PATENTS by SRX or its AFFILIATES
                  or SUBCONTRACTORS and that Section 12.2 shall without limiting
                  its generality indemnify and defend SRX against all product
                  liability claims arising out of commercialization of LICENSED
                  PATENTS by ALTEA or its AFFILIATES or SUBCONTRACTORS.

         12.3     [*]

         12.4     [*]

         12.5     [*]

13.0     RELEASE OF CLAIMS

         13.1     [*]

14.0     MISCELLANEOUS AND GENERAL

         14.1     Independent Contractor.

         (a)      SRX's relationship to NIMCO and ALTEA hereunder, whether as a
                  licensee, licensor or joint owner, shall be that of an
                  independent contractor only. SRX shall not be the agent of
                  NIMCO or ALTEA and shall have no authority to act for or on
                  behalf of NIMCO or ALTEA in any matter. Persons retained by
                  SRX as employees or agents shall not by reason thereof be
                  deemed to be employees or agents of NIMCO or ALTEA.

         (b)      NIMCO or ALTEA's relationship to SRX hereunder, whether as a
                  licensee, licensor or joint owner, shall be that of an
                  independent contractor only. NIMCO or ALTEA shall not be the
                  agent of SRX and shall have no authority to act for or on
                  behalf of SRX in any matter. Persons retained by NIMCO as
                  employees or agents shall not by reason thereof be deemed to
                  be employees or agents of SRX.

         14.2     Patent Marking. SRX and ALTEA agree to mark the products
                  covered by LICENSED PATENTS sold in the United States with all
                  applicable United States patent numbers. All products shipped
                  to or sold in other countries shall be to the extent practical
                  marked in such a manner as to conform with the patent laws and
                  practice of the country of sale.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       21
<PAGE>

         14.3     Interpretation. In this Agreement, the singular shall include
                  the plural and vice versa, the word "including" shall be
                  deemed to be followed by the phrase "without limitation", and
                  the term "product" shall be deemed to mean "product, use or
                  application".

         14.4     Resolution of Disputes. In the event the Parties have a
                  dispute or claim of any kind arising under this Agreement that
                  they are unable to resolve through direct communications, such
                  dispute shall be resolved through arbitration pursuant to the
                  commercial rules of the American Arbitration Association,
                  except as specifically set forth in this Section or Section
                  2.3, with one arbitrator chosen by NIMCO and/or ALTEA, one
                  arbitrator chosen by SRX, and the third arbitrator chosen by
                  the proceeding first two arbitrators. The Parties shall be
                  permitted to take discovery as described in the commercial
                  rules of the American Arbitration Association; provided,
                  however, that (i) the Parties shall within ten (10) days enter
                  into a protective order in substantially the same form that
                  the Parties have executed for the arbitration pending as of
                  the EFFECTIVE DATE and (ii) each Party shall be limited to a
                  total of no more than three (3) individual depositions of no
                  more than one (1) day (with customary breaks totaling no less
                  than forty-five (45) minutes each day) and no more than
                  twenty-four (24) total hours of depositions. Each Party shall
                  choose its arbitrator no later than ten (10) business days
                  after notice of a dispute has been provided, and such
                  arbitrators shall choose the third arbitrator within ten (10)
                  days thereafter. Responses to written discovery requests shall
                  be provided within twenty (20) days. Any discovery, including
                  depositions, shall be completed no later than sixty (60) days
                  after the notice of dispute has been provided. The hearing
                  shall be held no later than ninety (90) days after the notice
                  of dispute has been provided, and the arbitrators shall render
                  their decision no later than fifteen (15) days thereafter. The
                  losing Party shall pay all costs of the arbitration, including
                  the other Party's reasonable costs including attorney fees,
                  or, if the arbitration is decided partially in favor of each
                  Party, the arbitrators will apportion costs according to the
                  outcome. The arbitrators shall provide detailed written
                  reports explaining the reasoning behind their ruling.

         14.5     No term or condition of this Agreement shall be considered
                  waived unless reduced to writing and duly executed by an
                  officer of the waiving Party. Any waiver by any Party of a
                  breach of any term or condition of this Agreement will not be
                  considered as a waiver of any subsequent breach of this
                  Agreement, of that term or condition or any other term or
                  condition hereof.

         14.6     Neither Party shall by virtue of this Agreement have any power
                  to bind the other to any obligation, nor shall this Agreement
                  create any relationship of agency, partnership or joint
                  venture.

         14.7     Legal Compliance. SRX and ALTEA shall comply with all rules
                  and regulations in any country of the TERRITORY in which the
                  Parties, their AFFILIATES or

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       22
<PAGE>

                  their SUBCONTRACTOR(S) are selling, leasing or otherwise
                  commercially transferring products covered by the LICENSED
                  PATENTS.

         14.8     Notices. Any notices required or permitted to be given
                  hereunder shall be in writing in the English language and
                  shall be delivered in person or by Federal Express (or other
                  reputable express courier service documenting proof of
                  receipt). The Parties may change the address at which notice
                  is to be given by giving notice to the other Party as herein
                  provided. All notices shall be deemed effective upon the
                  courier confirmed receipt by the Party to whom it is
                  addressed, or upon personal delivery.

                  If to SRX:             Mr. Mark A. Samuels
                                         SpectRx, Inc.
                                         6025A Unity Drive
                                         Norcross, Georgia 30071
                                         Facsimile: (770) 242-8723

                  With a copy to:        Joseph Bankoff, Esq.
                                         King & Spalding
                                         191 Peachtree Street
                                         Atlanta, Georgia 30303
                                         Facsimile: (404) 572-5100

                  If to NIMCO:           Dr. Deborah A. Eppstein
                                         Non-Invasive Monitoring Company, Inc.
                                         2401 Foothill Drive
                                         Salt Lake City, Utah 84109
                                         Facsimile:  (801) 464-6116

                  With a copy to:        Jonathan A. Eppstein
                                         Non-Invasive Monitoring Company, Inc.
                                         2056 Weems Rd.
                                         Tucker, Georgia 30084
                                         Facsimile: (770) 270-0399

                  and a copy to:         Stephen Johnson, Esq.
                                         Kirkland & Ellis
                                         153 East 53rd Street
                                         New York, New York 10022-4675
                                         Facsimile: (212) 446-4900
*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       23
<PAGE>

                  and a copy to:         Jack Almond, Esq.
                                         Rogers & Hardin
                                         700 International Towers
                                         229 Peachtree Street NE
                                         Atlanta, GA 30303
                                         Facsimile: (404) 525-2224

                  If to ALTEA:           Dr. Deborah A. Eppstein
                                         Altea Technologies, Inc.
                                         2401 Foothill Drive
                                         Salt Lake City, Utah 84109
                                         Facsimile:  (801) 464-6116

                  With a copy to:        Jonathan A. Eppstein
                                         Non-Invasive Monitoring Company, Inc.
                                         2056 Weems Rd.
                                         Tucker, Georgia 30084
                                         Facsimile: (770) 270-0399

                  and a copy to:         Stephen Johnson, Esq.
                                         Kirkland & Ellis
                                         153 East 53rd Street
                                         New York, New York 10022-4675
                                         Facsimile: (212) 446-4900

                  and a copy to:         Jack Almond, Esq.
                                         Rogers & Hardin
                                         700 International Towers
                                         229 Peachtree Street NE
                                         Atlanta, GA 30303
                                         Facsimile: (404) 525-2224

Any Party hereto may change the address to which notices to such Party are to be
sent by giving notice to the other Party at the address and in the manner
provided above. Any notice herein required or permitted to be given may be
given, in addition to the manner set forth above, by telex, facsimile or cable,
provided that any notice made by telex, facsimile or cable shall be deemed to
have been given when actually received (and not when the sending Party receives
automatic acknowledgement by such telex, facsimile or cable device).

         14.9     Force Majeure. If either Party is prevented from complying,
                  either totally or in part, with any of the terms or provisions
                  of this Agreement, by reason of force majeure, including, but
                  not limited to fire, flood, earthquake, explosion, storm,
                  strike, lockout or other labor trouble, riot, war, terrorism,
                  rebellion, accident, acts of God and/or any other cause or
                  externally induced casualty beyond its reasonable control,
                  whether similar to the foregoing matters or not, then, upon

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       24
<PAGE>

                  written notice by the Party liable to perform to the other
                  Party, the requirements of this Agreement or such of its
                  provisions as may be affected, and to the extent so affected,
                  shall be suspended during the period of such disability;
                  provided that the Party asserting force majeure shall bear the
                  burden of establishing the existence of such force majeure by
                  clear and convincing evidence; and provided further, that the
                  Party prevented from complying shall use its best efforts to
                  remove such disability within thirty (30) days, and shall
                  continue performance with the utmost dispatch whenever such
                  causes are removed, and shall notify the other Party of the
                  event not more than five (5) working days from the time of the
                  event. When such circumstances arise, the Parties shall
                  discuss what, if any, modification of the terms of this
                  Agreement may be required in order to arrive at an equitable
                  solution. Notwithstanding the foregoing, in the event that a
                  material event of force majeure shall continue for a period of
                  longer than six (6) months, then the Party unaffected by such
                  event may terminate this Agreement by not less than ninety
                  (90) days written notice of termination to the other Party.

         14.10    License of Intellectual Property. For purposes of Section
                  365(n) of the United States Bankruptcy Code, all rights and
                  licenses granted under this Agreement are, and shall be deemed
                  to be, licenses of rights to "Intellectual Property" as
                  defined under Section 101(35A) of such code. The Parties agree
                  that any licensee of such rights under this Agreement, shall
                  retain and may fully exercise all of its rights and elections
                  under the United States Bankruptcy Code, including but not
                  limited to the right to continue to exercise the rights
                  licensed under this Agreement following the bankruptcy of the
                  other Party.

         14.11    Assignments and Inurement. Except to the extent otherwise
                  herein provided, no Party shall grant, transfer, convey, or
                  otherwise assign any of its rights or delegate any of its
                  obligations, except upon the occurrence of the sale of all or
                  substantially all the assets of a Party as relates to LICENSED
                  PATENTS to a THIRD PARTY, provided such THIRD PARTY agrees to
                  comply with the terms of this Agreement; provided however that
                  the Parties agree that SRX shall not be permitted to partially
                  assign its rights or delegate its obligations under this
                  Agreement. This Agreement shall be binding upon and inure to
                  the benefit of the successors and permitted assigns of the
                  Parties hereto. Notwithstanding the foregoing, any Party shall
                  be permitted to perform this Agreement in whole or in part
                  through its AFFILIATES, provided that such Party shall be
                  responsible and liable for performance by that AFFILIATE.

         14.12    Entire Agreement. This Agreement supersedes all prior
                  agreements, both verbal and written, between NIMCO and SRX,
                  and between ALTEA and SRX, with respect to the subject matter
                  hereof including the ORIGINAL AGREEMENT (except pursuant to
                  Section 10.7) and constitutes the entire agreement between the
                  Parties with respect to the subject matter hereof, and shall
                  not be modified, amended or terminated except as herein
                  provided or except by another agreement in writing executed by
                  the affected Parties hereto.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       25
<PAGE>

         14.13    Headings. The section and paragraph headings are for
                  convenience only and are not a part of this Agreement.

         14.14    Severability. All rights and restrictions contained herein may
                  be exercised and shall be applicable and binding only to the
                  extent that they do not violate any applicable laws and are
                  intended to be limited to the extent necessary so that they
                  will not render this Agreement illegal, invalid or
                  unenforceable. If any provision or portion of any provision of
                  this Agreement not essential to the commercial purpose of this
                  Agreement shall be held to be illegal, invalid or
                  unenforceable by a court of competent jurisdiction, it is the
                  intention of the Parties that the remaining provisions or
                  portions thereof shall constitute their Agreement with respect
                  to the subject matter hereof, and all such remaining
                  provisions or portions thereof shall remain in full force and
                  effect. To the extent legally permissible, any illegal,
                  invalid or unenforceable provision of this Agreement shall be
                  replaced by a valid provision which will implement the
                  commercial purpose, to the extent possible, with similar
                  economic benefits to each of the Parties of the illegal,
                  invalid or unenforceable provision. In the event that any
                  provision essential to the commercial purpose of this
                  Agreement is held to be illegal, invalid or unenforceable and
                  cannot be replaced by a valid provision which will implement
                  the commercial purpose of this Agreement, NIMCO and/or ALTEA
                  or SRX shall have the right to terminate this Agreement and
                  the rights granted herein shall terminate unless the Parties
                  agree to other terms with comparable economic benefit to each
                  Party.

         14.15    Choice of Law. This Agreement is acknowledged to have been
                  made under and shall be construed in accordance with the laws
                  of the State of Delaware, United States of America as they
                  apply to contracts made and performed entirely within such
                  state.

         14.16    Public Statements. The Parties agree to make no public
                  statements except (i) the separate press releases set forth on
                  Exhibit 3 or any other press releases as may be mutually
                  agreed or (ii) on the topics set forth in Exhibit 4, except as
                  may be required by law, rule or registration. Statements to
                  potential investors or SUBCONTRACTORS shall not be deemed to
                  be in violation of this Section, provided, however, that any
                  financial terms disclosed to SUBCONTRACTORS shall (to the
                  extent not previously disclosed in permitted press releases)
                  be subject to confidentiality requirements consistent with
                  those set forth in Article 9 of this AGREEMENT. In the event
                  that any Party intends to disclose this Agreement to the
                  United States Securities and Exchange Commission or any stock
                  exchange, the Parties shall confer with respect to the terms,
                  context, format, and text of such disclosure, provided that
                  if, upon advice of counsel, the Party subject to compliance
                  with the rules and regulations of the United States Securities
                  and Exchange Commission and any such applicable stock
                  exchanges determines that those rules and regulations require
                  a specific portion of the Agreement to be disclosed, then such
                  disclosure shall be permitted.


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       26
<PAGE>

         14.17    Further Assurances. Each Party (the "ASSIGNING PARTY") agrees
                  to execute in a form reasonably acceptable to the others and
                  deliver at the reasonable request of another Party, its
                  successors, assigns or other legal representatives, (the
                  "REQUESTING PARTY") all papers and instruments prepared by
                  such REQUESTING PARTY, and to perform any other reasonable
                  acts such REQUESTING PARTY may require as necessary to vest
                  all of the ASSIGNING PARTY's rights, title and interest that
                  may be required under this Agreement by such REQUESTING PARTY.

         IN WITNESS WHEREOF, the Parties have hereunto signed this Agreement
with the EFFECTIVE DATE hereinbefore referred to:

SpectRx, Inc.                                    Altea Technologies, Inc.

By: /s/ Thomas H. Muller, Jr.                    By: /s/ Deborah Eppstein
    --------------------------------------           ---------------------------
Title: Executive Vice President and Chief        Title: Chief Executive Officer
       -----------------------------------              ------------------------
       Financial Officer
       -----------------------------------

Title:
Non-Invasive Monitoring Company, Inc.

By: /s/ Deborah Eppstein
    -----------------------------------------

Title: Chief Executive Officer
       --------------------------------------


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       27
<PAGE>
                                   SCHEDULE A1
                                  JOINT PATENTS

[*]

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       28
<PAGE>
                                   SCHEDULE A2
                            ALTEA MONITORING PATENTS

                                      [*]

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       29
<PAGE>


                                   SCHEDULE B1
                               ALTEA SOLE PATENTS

[*]

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       30
<PAGE>

                                   SCHEDULE B2
                                SRX SOLE PATENTS


[*]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       31
<PAGE>

                                   SCHEDULE C1
                     LIST OF DISPUTED INTELLECTUAL PROPERTY


[*]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       32
<PAGE>
                                   SCHEDULE C2
        LIST OF INTELLECTUAL PROPERTY DISCLOSED AFTER THE EFFECTIVE DATE

[*]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       33
<PAGE>
                                   SCHEDULE D
                              EXCHANGED INFORMATION

SRX and ALTEA shall each provide the other an update by January 31 and July 31
of each year during the TERM. Such updates shall provide a summary of technology
development of LICENSED PATENTS, clinical and regulatory status and clinical
results, and shall be treated as confidential pursuant to Article 9.


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       34
<PAGE>


                                   SCHEDULE E
                              MEDIATION PROCEDURES



                        [TO BE AGREED WITHIN THIRTY DAYS]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       35
<PAGE>

                                   SCHEDULE F
                         AFFILIATES AS OF EFFECTIVE DATE

SpectRx

None

Altea/NIMCO
-----------

Altea Technologies, Inc.
Altea Development Corp.
Altea Genomics, Inc.
Altea Newco Ltd.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       36
<PAGE>


                                    EXHIBIT 1
                                       [*]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       37
<PAGE>

                                    EXHIBIT 2
                                       [*]


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       38
<PAGE>

                                    EXHIBIT 3
                              AGREED PRESS RELEASES

                               NEWS RELEASE DRAFT

ALTEA TECHNOLOGIES, INC.

2056 Weems Road
Tucker, GA  30084




         Contact: ALTEA:  Deborah Eppstein, Chairman and CEO
                           Phone  (801) 303-0306



         (a)      For Immediate Release


                    Altea Announces Settlement of Arbitration



         ATLANTA, GA. January XX, 2002.....ALTEA TECHNOLOGIES, INC. ANNOUNCED
TODAY THAT IT HAS SETTLED THE ONGOING ARBITRATION WITH SPECTRX, INC. (NASDAQ:
SPRX) RELATED TO THEIR 1996 AGREEMENT. AS PART OF THE SETTLEMENT, ALTEA WILL
RECEIVE UP TO $3 MILLION IN ADVANCE ROYALTY PAYMENTS IN 2002, WHICH IS $2
MILLION MORE THAN PREVIOUSLY DUE IN 2002.


THE PARTIES HAVE SIMPLIFIED THEIR AGREEMENT CONCERNING COLLABORATIVE ACTIVITIES,
INTELLECTUAL PROPERTY AND PAYMENTS. UNDER THE AGREEMENT, BOTH ALTEA AND SPECTRX
ARE DEVELOPING MICROPORATION TECHNOLOGIES, WITH ALTEA HAVING RIGHTS FOR DRUG
DELIVERY, AND SPECTRX HAVING RIGHTS FOR DIAGNOSTICS/MONITORING. SPECTRX IS
DEVELOPING THE MONITORING TECHNOLOGY, INCLUDING THE CONTINUOUS
GLUCOSE-MONITORING PRODUCT WITH ABBOTT LABORATORIES, INC. (NYSE: ABT).

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       39
<PAGE>

ALTEA'S PATENTED MICROPOR(TM) TECHNOLOGY CREATES MICROSCOPIC PORES IN THE
OUTERMOST LAYER OF THE SKIN, ENABLING THE SYSTEMIC UPTAKE OF TOPICALLY APPLIED
DRUGS. THE MICROPOR(TM) SYSTEM IS A PATCH-BASED TECHNOLOGY THAT GOES FAR BEYOND
CONVENTIONAL TRANSDERMAL TECHNOLOGY IN THAT IT ENABLES CONVENIENT, CONTROLLED
DELIVERY OF A WIDE RANGE OF DRUGS INCLUDING MACROMOLECULAR DRUGS. ALTEA
DEVELOPMENT CORP IS DEVELOPING MICROPOR(TM) PRODUCTS FOR PEPTIDES AND PROTEINS
(INSULIN, INTERFERON), AS WELL AS SMALL MOLECULES FOR PAIN MANAGEMENT (OPIATES),
AND HAS A CLINICAL FEASIBILITY AGREEMENT WITH NOVARTIS (NYSE: NVS). ALTEA
DEVELOPMENT CORP HAS DEMONSTRATED CONTROLLED DELIVERY OF THERAPEUTIC DOSES OF
INSULIN IN HUMAN CLINICAL FEASIBILITY STUDIES, BOTH FOR MEALTIME AS WELL AS
NIGHTTIME DOSING. AN AFFILIATED COMPANY, ALTEA GENOMICS, IS DEVELOPING VACCINES
AND GENE THERAPY PRODUCTS, AND HAS A JOINT VENTURE ON CERTAIN DNA VACCINE AND
GENE THERAPY PRODUCTS WITH ELAN (NYSE: ELN). BOTH COMPANIES ARE PRIVATELY HELD.
FOR MORE INFORMATION, PLEASE VISIT OUR WEB SITE AT www.alteatech.com.





                      #####################################



NOTE REGARDING PROJECTIONS AND FORWARD-LOOKING STATEMENTS

         STATEMENTS IN THIS RELEASE THAT ARE NOT PURELY HISTORICAL ARE
         FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES
         REFORM ACT OF 1995, INCLUDING ALTEA'S BELIEFS, EXPECTATIONS, HOPES, OR
         INTENTIONS REGARDING THE FUTURE. ALL FORWARD-LOOKING STATEMENTS ARE
         MADE AS OF THE DATE HEREOF AND ARE BASED ON INFORMATION AVAILABLE TO
         ALTEA AS OF SUCH DATE.

<TABLE>
<S>                                            <C>                                               <C>
SpectRx, Inc. (770) 242-8723                        FRB|Weber Shandwick (212) 445-8400

Bill Wells - Media                             Alison Ziegler         Julie Tu                   Judith Sylk-Siegel
Thomas H. Muller, Jr. - Financial              General Contact        Analyst Information        Media Contact
</TABLE>

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       40
<PAGE>

                  (b)      SpectRx, Inc. Announces Settlement of Arbitration


                  NORCROSS, GA (Date xx, xxxx) -- SpectRx, Inc. (NASDAQ: SPRX)
                  today announced that the arbitration with Altea Technologies,
                  Inc. has been resolved and that all claims made against
                  SpectRx by Altea have been withdrawn. In exchange for Altea
                  dropping the claims, reducing future minimum royalty payments
                  and other considerations, SpectRx has agreed to make changes
                  in the timing of its royalty payments to Altea.

         SpectRx and Altea have cross-licensed technology, which is used in the
         SpectRx continuous glucose monitoring product and in Altea's drug
         delivery products. The SpectRx product is currently under development
         with Abbott Laboratories (NYSE: ABT).

                  "Reaching this agreement is significant for SpectRx
         as we work to bring this important continuous glucose monitoring
         product to market," said Mark A. Samuels, SpectRx Chairman and CEO.
         "This settlement is in the best interest of the Company as it resolves
         several outstanding issues and simplifies the agreement with Altea."

                  The settlement streamlines the agreement between SpectRx and
         Altea and the parties have agreed to keep separate any future
         intellectual property. . The new agreement provides for a reduction in
         minimum royalty payments due Altea after December 31, 2004 and for
         SpectRx to pay advance royalties of up to $2 million over the minimum
         royalty otherwise due in 2002. The arbitration had involved
         interpretation of language involving a joint development program,
         assignment of certain patent rights and issues related to
         commercialization.

                                   ###MORE###


         SpectRx, a specialty point-of-care medical technology company, develops
and manufactures non-invasive and minimally invasive diagnostic and monitoring
systems. The company employs leading-edge biophotonics, or the use of light and
spectral energies, to develop painless point-of-care alternatives to blood- and
tissue-based procedures. Through

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       41
<PAGE>

internal product development and partnerships with major health care companies,
SpectRx focuses on key niche and large diagnostic markets, primarily oncology,
endocrinology and neonatology. The Company's handheld, FDA-cleared BiliChek(TM)
(sold internationally AS BiliCheck(TM)) is the first commercially available
noninvasive painless monitor for infant jaundice. Under development are products
for the noninvasiVE detection of cervical cancer and Type II diabetes, and a
consumer device for continuous glucose monitoring. For more information, visit
SpectRx's web sites at www.spectrx.com and www.bilicheck.com, or use Internet
keyword spectrx.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
         1995. A number of the matters and subject areas discussed in this press
         release that are not historical or current facts deal with potential
         future circumstances and developments. The discussion of such matters
         and subject areas is qualified by the inherent risks and uncertainties
         surrounding future expectations generally and also may materially
         differ from SpectRx's actual future experience involving any of or more
         of such matters and subject areas. SpectRx has attempted to identify,
         in context, certain of the factors that they currently believe may
         cause actual future experience and results to differ from SpectRx's
         current expectations regarding the relevant matter or subject area.
         Such risks and uncertainties include: the early stage of its products
         in development, its dependence on collaborative arrangements, its
         dependence on licensed intellectual property, the uncertainty of market
         acceptance of its products, the intense competition in the medical
         device industry, the uncertainty of regulatory approval of its
         products, the uncertainty of capital to develop products, as well as
         those that are more fully described from time to time in SpectRx's
         reports under the heading "Risk Factors" filed with the SEC, including
         SpectRx's Annual Report on Form 10-K for the fiscal year ended December
         31, 2000 and in the Forms 10-Q for the first quarter and second quarter
         of 2001 filed by SpectRx.

*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       42
<PAGE>

                                    EXHIBIT 4
                            ALLOWED PUBLIC STATEMENTS

1.       The Parties have settled certain disagreements related to the ORIGINAL
AGREEMENT and ended ongoing arbitration proceedings.

2.       The Parties have revised certain portions of the ORIGINAL AGREEMENT
concerning collaborative activities and payments; ALTEA shall receive up to $2.0
million in additional payments related to MONITORING APPLICATION in 2002.


*        Confidential portions omitted and filed separately with the Commission
pursuant to an application for confidential treatment pursuant to Rule 24b-2
under the Securities and Exchange Act of 1934, as amended.


                                       43