gtph_ex1028





Exhibit
10.28







 



 PROMISSORY
NOTE


 



(Replaces deferred compensation of $319,204.30)


 


	

$319,204.30

	
 September
4, 2018







 


FOR
VALUE RECEIVED, Guided Therapeutics, Inc., a Delaware corporation
(referred to hereinafter as “Maker” and
“Company”), hereby promises to pay to Gene Cartwright
(“Holder”) the principal sum of Three Hundred Nineteen
Thousand, Two Hundred Four Dollars and Thirty Cents ($319,204.30),
plus accrued interest from the date hereof. The unpaid principal
amount under this Note (“Promissory Note”) shall accrue
and pay simple interest at the rate of six percent (6%) per annum,
no compounding.


 


The
entire unpaid principal balance due on this Promissory Note (this
“Note”), together with all accrued and unpaid interest
shall be due and payable in full on the third anniversary of this
Note.


 


This
Note may be prepaid in full or in part at the time and from time to
time without penalty or premium. Each payment hereunder shall be
applied first to payment of interest then accrued and due on the
unpaid principal balance, with the remainder applied to the unpaid
principal. The undersigned shall be considered in default on this
Note if any payment of principal and accrued interest to Holder is
not received prior to or on the date the same becomes due.
Following and during the continuation of a default, Holder may,
without further notice to the undersigned, employ an attorney to
enforce Holder's rights and remedies under this Note in which case
the undersigned and any principal, surety, guarantor or endorser of
this Note hereby agree to pay to Holder all of Holder's reasonable
attorneys' fees in connection therewith. The failure by Holder to
exercise any such right or remedy shall not be a waiver or release
ofsuch rights or remedies or the right to exercise any of them at
another time.


 


In
lieu of partially forgiven deferred compensation, the Holder will
also receive 100,000 of the Company's stock options. The price of
the stock options shall be set at the market rate in accordance
with the Company's stock options Plan. 25,000 of the granted
options shall vest immediately, with the remaining 50,000 stock
options vesting monthly over the period of three years from the
grant date.


 


All
parties to this Note, including maker and any sureties, endorsers,
or guarantors, hereby waive protest, presentment, notice of
dishonor, and notice of acceleration of maturity and agree to
continue to remain bound for the payment of principal, interest and
all other sums due under this Note, notwithstanding any change or
changes by way of release, surrender, exchange, modification or
substitution of any security for this Note or by way of any
extension or extensions of time for the payment of principal and
interest; and all such parties waive all and every kind of notice
of such change or changes and agree that the same may be made
without notice or consent of any of them.


 


This
Note shall be governed by, and construed in accordance with, the
laws of the State of Georgia, regardless of laws that might
otherwise govern under applicable principles of conflicts of
law.


 


IN
WITNESS WHEREOF, the undersigned has caused this instrument to be
duly executed the day and year first above written.


 


	

 

	GUIDED
THERAPEUTICS, INC.	

 


	

 

	

 

	

 

	

 


	

	
By:  

	
/s/ Mark L
Faupel  

	

 


	

 

	

 

	
Mark L
Faupel  

	

 


	

 

	

 

	

COO