8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2010 (September 10, 2010)

GUIDED THERAPEUTICS, INC.

 (Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction of Incorporation) 0-22179 (Commission File Number) 58-2029543 (IRS Employer Identification No.)

5835 Peachtree Corners East, Suite D Norcross, Georgia (Address of Principal Executive Offices) 30092 (Zip Code)

Registrant’s telephone number, including area code: (770) 242-8723

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement.

Pursuant to subscription agreements effective September 10, 2010, on that date Guided Therapeutics, Inc. (the “Company”) completed a private sale to George Landegger and his affiliate, The Whittemore Collection, Ltd., of (i) an aggregate of 3,703,704 shares of the Company’s common stock and (ii) warrants to purchase up to an aggregate of 370,371 shares of the Company’s common stock, for an aggregate offering price of approximately $3.0 million.

The sales were made as part of a larger private placement of 3,771,605 shares of the Company’s common stock at a purchase price of $0.81 per share, pursuant to which the Company raised approximately $3.0 million. For each share of common stock purchased, subscribers received warrants exercisable for the purchase of one-tenth of one share of common stock (in the aggregate, 377,161 shares) at an exercise price of $1.01 per share. The warrants have a five-year term.

The above description is qualified in its entirety by reference to the subscription agreements and entered into by Mr. Landegger and The Whittemore, on the one hand, and the Company, on the other hand, effective September 10, 2010, and the warrants issued to each subscriber. Copies of the forms of subscription agreement and warrant are attached as Exhibits 10.1 and 4.1, respectively, to this current report and are incorporated herein by reference.

On September 14, 2010, the Company issued a press release announcing the above-described transaction, a copy of which is attached as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 3.02.                      Unregistered Sales of Equity Securities.

The information disclosed in Item 1.01 of this current report is incorporated in this Item 3.01 by reference. All of the Shares and the Warrants were offered and sold by the Company pursuant to an exemption from the registration requirements of the Securities Act 1933, as amended, provided by Section 4(2) thereof and Rule 506 of Regulation D, promulgated thereunder, as a transaction with accredited investors not involving a public offering.

Item 9.01                      Financial Statements and Exhibits.

(d)           Exhibits.

Number	Exhibit
4.1	Form of Warrant Agreement
10.1	Form of Subscription Agreement
99.1	Press release, dated September 14, 2010

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GUIDED THERAPEUTICS, INC.
	/s/   Mark L. Faupel, Ph.D.
	By:	Mark L. Faupel, Ph.D.
		CEO & President
Date: September 14, , 2010

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EX-4.1

Exhibit 4.1

FORM OF WARRANT

Note: pursuant to Instruction 2 to Item 601 of Regulation S-K, the registrant is filing only the form of warrant. The following schedule sets forth the material details in which the actual warrants differ from the following form.

Name of Warrant Holder	Number of Shares Underlying Warrant
The Whittemore Collection, Ltd.	246,914
George Landegger	123,457

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

GUIDED THERAPEUTICS, INC.

COMMON STOCK WARRANT

_________ Shares of Common Stock

 No. ________   _________, 2010 

GUIDED THERAPEUTICS, INC., a Delaware corporation (the “Company”), for value received, hereby certifies that     [NAME]     , or its registered assigns (the “Holder”), is entitled, subject to the provisions hereof, to purchase from the Company, at any time or from time to time during the Exercise Period (as defined below), ___________ duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (defined below) of the Company (the “Warrant Shares”) at a purchase price of $1.01 per share (the “Warrant Price”), all subject to the terms, conditions and adjustments set forth below in this warrant (this warrant, and any new warrant issued pursuant to the terms h ereof, being referred to herein as “Warrant”).

1.           Exercise of Warrant.

1.1           Manner of Exercise.  This Warrant may be exercised by the Holder, in whole or in part, during normal business hours on any Business Day by delivering at the principal executive office of the Company the Warrant and a subscription notice in the form of Schedule 1 duly executed by such Holder accompanied by payment in cash or by certified or official bank check payable to the order of the Company or by wire transfer in the amount obtained by multiplying (a) the number of Warrant Shares designated in such subscription by (b) the Warrant Price.

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

1.3           Delivery of Stock Certificates, etc.  As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within five (5) Business Days thereafter, the Company at its expense will cause to be issued to and delivered or registered in the name of the Holder hereof or, subject to Section 3, as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct, the number of duly authorized, validly issued, fully paid and nonassessable Warrant Shares to which such Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such Holder would otherwise be entitled, cash in an amount equal to the same fraction of the Market Price per share on the Business Day next preceding the date of such exercise.  If the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, and so long as certificates issued pursuant the exercise hereof do not bear a legend and the Holder is not obligated to return such certificate for the placement of a legend thereon, the Company shall cause its transfer agent to electronically transmit the Warrant Shares so purchased to the Holder by crediting the account of the Holder with DTC through its Deposit Withdrawal Agent Commission system (“DTC Transfer”).  If the aforementioned conditions to a DTC Transfer are not satisfied, the Company shall deliver to the Holder physical certificates representing the Warrant Shares so purch ased.  Further, the Holder may instruct the Company to deliver to the Holder physical certificates representing the Warrant Shares so purchased in lieu of delivering such shares by way of DTC Transfer.  Any certificates so delivered shall be in such denominations as may be reasonably requested by the Holder hereof, shall be registered in the name of such Holder and shall bear a restrictive legend.  If this Warrant shall have been exercised only in part, then the Company shall, at its expense, at the time of delivery of such certificates, deliver to the Holder a new Warrant or Warrants of like tenor, calling in the aggregate on the face or faces thereof for issuance of the number of Warrant Shares equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares so designated by such Holder upon such exercise as provided in Section 1.1.

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

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

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

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

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

2.           Warrant Adjustments.

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

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2.2           Reorganization, Mergers or Consolidations.  In the event of a reorganization, merger or consolidation of the Company with or into another entity, then, as part of such reorganization, merger or consolidation, lawful provision shall be made so that the Holder shall thereafter be entitled to receive upon exercise of this Warrant, at any time prior to the end of the Exercise Period and upon payment of the Warrant Price then in effect, the number of shares of Common Stock or Other Securities or property of the Company, or of the successor corporation resulting from such merger or consolidation, to which the Holder would have been entitled in such reorganization, merger, or consolidation if this Wa rrant had been exercised immediately before that reorganization, merger or consolidation.  In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Warrant with respect to the rights and interests of the Holder after the reorganization, merger or consolidation to the end that the provisions of this Warrant (including adjustment of the Warrant Price then in effect and number of shares of Common Stock purchasable upon exercise of this Warrant) shall be applicable after that event, as near as reasonably may be, in relation to any Common Stock or Warrants or other property deliverable after than event upon exercise of this Warrant.  The Company shall, within thirty (30) days after making such adjustment, give written notice (by first class mail, postage prepaid) to the Holder at the address of the Holder shown on the Company’s books.  That notice shall set forth, in reasonable detail, the event requiring the adjustment and the method by which the adjustment was calculated and specify the Warrant Price then in effect after the adjustment and the increased or decreased number of Warrant Shares purchasable upon exercise of this Warrant.  When appropriate, that notice may be given in advance and include as part of the notice required under other provisions of this Warrant.  Notwithstanding the foregoing, in the event of any transaction described in this Section 2.2 in which the consideration to be received by holders of Common Stock is payable only in cash, the Holder shall be entitled only to cash in the amount, if any, that such cash payment per share exceeds the Warrant Price.

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

3.           Restrictions on Transfer.

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

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

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

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

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

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

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

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

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

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

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

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

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“Exercise Period” means the date commencing on the date hereof and ending on the fifth anniversary of such date.

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

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

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

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

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

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

“Warrant Price” shall have the meaning specified in the opening paragraph of this Warrant.

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

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

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

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

If to the Holder:

Subscriber Name

Street Address

City, State   Zip

If to the Company:

5835 Peachtree Corners East, Suite D

Norcross, GA 30092

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

8.           Miscellaneous.  This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.  Any provision of this Warrant which shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.  To the extent permitted by applicable law, t he Company waives any provision of law which shall render any provision hereof prohibited or unenforceable in any respect.  This Warrant shall be governed by the substantive laws of the State of Georgia without reference to the choice of law rules thereof.  The headings of this Warrant are inserted for convenience only and shall not be deemed to constitute a part hereof.

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

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

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

Guided Therapeutics, Inc.

By:        _________________________________                                                                             

Name:   Mark L. Faupel

Title:     President & Chief Executive Officer

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SCHEDULE 1

Form to Convert Warrants to Common Stock

To:           GUIDED THERAPEUTICS, INC.

The undersigned irrevocably elects to purchase __________ shares of Common Stock of the Company by exercising the Warrant No. __________ to which this form is attached and tenders to the Company, in immediately available funds, $___________representing the full Warrant Price with respect to such shares of Common Stock

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

 Name:   SSN or EIN:

 Address:

 Deliver to:

 Address:

___ The undersigned requests that the Company cause its transfer agent to electronically transmit the Common Stock issuable pursuant to this Subscription Form to the account of the undersigned or its nominee (which is ____________________) with DTC through its Deposit Withdrawal Agent Commission System (“DTC Transfer”), provided that such transfer agent participates in the DTC Fast Automated Securities Transfer program and the Common Stock issuable pursuant to this Subscription Form may be issued without a restrictive legend if permitted under the applicable securities laws.

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

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

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

 Address:

Date:
	(Print Name of Noteholder)
	(Signature)
	(Title, if applicable)

EX-10.1

Exhibit 10.1

FORM OF SUBSCRIPTION AGREEMENT

Note: pursuant to Instruction 2 to Item 601 of Regulation S-K, the registrant is filing only the form of subscription agreement. The following schedule sets forth the material details in which the actual subscription agreements differ from the following form.

Name of Purchaser	Number of Shares	Number of Shares Underlying Warrant	Aggregate Consideration
The Whittemore Collection, Ltd.	2,469,136	246,914	$2,000,000.16
George Landegger	1,234,568	123,457	$1,000,000.08

SECURITIES PURCHASED PURSUANT TO THE SUBSCRIPTION AGREEMENT SET FORTH BELOW HAVE NOT BEEN REGISTERED UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS (THE “STATE SECURITIES ACTS,” AND COLLECTIVELY WITH THE SECURITIES ACT, THE “ACTS”), AND CANNOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS SUCH SECURITIES ARE REGISTERED UNDER SUCH ACTS OR UNLESS, IN THE OPINION OF LEGAL COUNSEL, AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. BECAUSE THE SECURITIES ARE NOT REGISTERED UNDER THE ACTS, SUBSCRIBERS MUST BEAR THE ECONOMIC RISK OF INVESTMENT IN SUCH SECURITIES FOR AN INDEFINITE PERIOD OF TIME. CERTIFICATES REPRESENTING SUCH SECURITIES WILL BEAR A LEGEND BRIEFLY DESCRIBING THE RESTRICTIONS WITH RESPECT TO THE TRANSFER THEREOF AND A STOP TRANSFER ORDER WITH RESPECT TO SUCH SECURITIES WILL BE PLACED WITH THE COMPANY’S TRANSFER AGENT (OR NOTED IN THE COMPANY’S RECORDS) BEFORE CERTIFICATES REPRESENTING ANY SECURITIES SUBSCRIBED FOR WILL BE ISSUED.

PRIVATE SALE OF COMMON STOCK AND STOCK WARRANT

SUBSCRIPTION AGREEMENT

To Guided Therapeutics, Inc., a corporation organized and incorporated under the laws of the State of Delaware (the “Company”):

The undersigned (“Purchaser”) hereby irrevocably and unconditionally subscribes for ______________ shares (the “Subscription Shares”) of the Company’s common stock, par value $.001 per share (the “Common Stock”), for a per share consideration of Eighty-One Cents ($0.81), and an aggregate consideration of ________________ (the “Aggregate Consideration”), to be issued at the closing of the offering (the “Offering”) described in the term sheet attach ed hereto as Exhibit A (the “Term Sheet”). The closing of the Offering (the “Closing”) shall occur on a Business Day selected by the Company, no later than five (5) Business Days succeeding the Acceptance Date (as defined in Section 4 below). As used herein, “Business Day” has the meaning ascribed to same in the form of Warrant referenced below.

In addition, as described in the Term Sheet, the Company shall issue Purchaser a warrant (the “Warrant”), in the form previously provided to Purchaser by the Company, to purchase ________________ shares of Common Stock at an exercise price per share equal to $1.01 (the “Exercise Price”).

Information concerning Purchaser is set forth immediately below:

Purchaser Name:

Address:

E-mail:

Phone:

Fax:

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1.           Purchaser hereby represents, warrants, acknowledges and agrees as follows, as of the date hereof and as of the Closing:

(a)           Purchaser confirms that the Subscription Shares and the Warrant to be received by it will be acquired for investment for Purchaser’s own account, not as a nominee or agent for any other person, and not with a view to the resale or distribution of any part thereof within the meaning of the Securities Act, and that Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. If not an individual, Purchaser also represents that it has not been formed for the specific purpose of acquiring the Stock and the Warrant to be acquired hereby. By executing this Subscription Agreement, Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Subscription Shares or the Warrant.

(b)           Purchaser is an “accredited investor” within the meaning of Rule 501(a) of Regulation D, promulgated under the Securities Act and as presently in effect.

(c)           At no time was Purchaser presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Subscription Shares or the Warrant.

(d)           Purchaser has had the opportunity to review this Subscription Agreement, the Term Sheet, the form of the Warrant, certain financial statements of the Company, filings by the Company with the Securities and Exchange Commission (the “SEC”) (including the Company’s annual report on Form 10-K for the year ended December 31, 2009 and subsequent periodic reports), and all documents and information that the undersigned has reasonably requested concerning its investment and the Company. Purchaser has had the opportunity to ask questions of the Company’s management regarding the Company’s business, management and financial affairs, and the terms of the Offering, which questions were answered to Purchaser’s satisfaction.

(e)           Purchaser acknowledges that the purchase of the Subscription Shares and the Warrant involves substantial risk and that it can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of an investment in the Common Stock and the Warrant.

(f)           Purchaser acknowledges that it has, independently and without reliance upon the Company or any other person, and based on such information as Purchaser has deemed appropriate, made its own investment analysis and decision to enter into this Subscription Agreement.

(g)           Purchaser understands that the Subscription Shares and the Warrant acquired hereby, and shares of Common Stock acquired upon exercise of the Warrant, will be characterized as “restricted securities” under the Securities Act and that, as such, may be resold without registration under the Securities Act only pursuant to, in the opinion of counsel, an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Purchaser also understands that there is no assurance that any exemption from the registration requirements of the Securities Act will be available with respect to any transfer of any such securities by Purchaser and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of such securities under the circumstances, in the amounts or at the times the undersigned might propose.

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(h)           Purchaser understands that the Company will be relying on the representations made in this Section 1. In connection with the Closing, Purchaser agrees to execute and deliver such additional documents as the Company may reasonably request.

2.           By accepting this Subscription Agreement and the subscription made hereunder, the Company agrees as follows:

(a)           The Company shall make such filings, notices or registrations as are required under Regulation D of the Securities Act and applicable state securities laws, within the time periods set forth in the Securities Act and those laws, and shall, upon request, provide copies thereof promptly to Purchaser.

(b)           Neither the Company nor anyone acting on its behalf shall offer, sell or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) in a manner that would cause the offer and sale of the Subscription Shares and the Warrant to Purchaser to fail to be entitled to the exemption afforded by Rule 506 of Regulation D, or under Section 4(2) of the Securities Act.

(c)           The proceeds to the Company from the issuance and sale of the Subscription Shares and the exercise of the Warrant shall be used for the following purposes:

(i) to seek FDA approval of the Company’s cervical cancer detection device;

(ii) to prepare for manufacturing and initial launch of the Company’s cervical cancer detection device;

(iii) to enhance the Company’s intellectual property portfolio; and

(iv) other related corporate purposes as may be authorized by the Company’s Board of Directors from time to time, and general working capital uses.

(d)           The Company shall continue to reserve from its authorized but unissued shares of Common Stock a sufficient number of shares of Common Stock to permit exercise of the Warrant.

(e)           With a view to making available to Purchaser the benefits of certain rules and regulations of the SEC that may permit the sale of the Subscription Shares, the Warrant and the shares of Common Stock issuable upon exercise of the Warrant to the public without registration, the Company agrees to use itscommercially reasonable efforts to:

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(i) make and keep public information available, as those terms are understood and defined in Rule 144 or any similar or analogous rule promulgated under the Securities Act, at all times after the Closing;

(ii) file with the SEC, in a timely manner, all reports and other documents required of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

(iii) for no less than one year following the Closing, not terminate the Company’s status as an issuer required to file reports under the Exchange Act, even if the Exchange Act or the rules and regulations promulgated thereunder would permit such termination (provided, however, that the foregoing shall terminate and be of no further force and effect in the event of the acquisition of the Company or substantially all of its assets); and

(iv) so long as Purchaser owns any such securities, furnish to Purchaser promptly upon request: a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Exchange Act; a copy of the most recent annual or quarterly report of the Company; and such other reports and documents as Purchaser may reasonably request in availing itself of any rule or regulation of the SEC allowing it to sell any such securities without registration.

(f)           The Company shall indemnify and hold harmless Purchaser and its affiliates, officers, directors, partners, members and employees, as applicable (each, an “Indemnified Party”), from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in permitted settlements, court costs and reasonable attorneys’ fees of one counsel and reasonable costs of investigation that any such Indemnified Party actually suffers or incurs as a result of (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Subscription Agreement or the Company’s Certificate provided for in Section 3(a) below, or (ii) any action instituted against an Indemnified Party in any capacity, by any stockholder of the Company who is not an Indemnified Party or an affiliate of an Indemnified Party, with respect to any of the transactions contemplated by this Subscription Agreement. Notwithstanding the foregoing, the Company shall not be liable to any Indemnified Party under this Subscription Agreement to the extent that a loss, claim, damage or liability is attributable to Purchaser’s breach of any of the representations, warranties, covenants or agreements made by Purchaser in this Subscription Agreement, and in no event shall the Company be required to indemnify and hold harmless any Indemnified Parties for any losses pursuant to this Section 2(f) in a cumulative aggregate amount exceeding the Aggregate Consideration unless it is determined by a court of competent jurisdiction that such losses resulted from the fraud or bad faith of the Company.

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3.           Purchaser’s obligations hereunder are subject to the following conditions:

(a)           The Company shall have delivered to Purchaser a duly executed certificate, in substantially the form set forth as Exhibit B (the “Company’s Certificate”), and the representations and warranties set forth on the Company’s Certificate shall be true and correct as of the Closing.

(b)           All covenants contained in this Subscription Agreement to be performed by the Company on or prior to the Closing shall have been performed or complied with in all material respects.

(c)           Against payment therefor by Purchaser, the Company shall have delivered the Subscription Shares and the Warrant.

4.           Purchaser’s obligations hereunder to acquire the Subscription Shares and the Warrant shall expire on September 15, 2010, unless this Subscription Agreement is accepted by the Company prior to that time. The date on which the Company accepts this Subscription Agreement, and the subscription made hereunder, as evidenced by the Company’s signature below, is herein referred to as the “Acceptance Date.”

5.           Purchaser understands and acknowledges that the subscription provided for herein is contingent upon the acceptance of this Subscription Agreement by the Company and the Closing in all material respects in accordance with the Term Sheet. Each party hereto shall use its best efforts to do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Subscription Agreement and the consummation of the transactions contemplated hereby.

6.           This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles of conflicts of law.

7.           This Subscription Agreement shall be binding upon the parties and their permitted successors and assigns and may be amended or terminated only by a writing signed by the parties hereto.

8.           Subject to the applicable statute of limitations, the representations, warranties and covenants contained herein and in the Company’s Certificate shall survive the Closing and the delivery of the Subscription Shares.

9.           Neither party may assign any of its rights or delegate any of its obligations under this Subscription Agreement without the prior written consent of the other party hereto and any such purported assignment shall be null and void ab initio. Nothing in this Subscription Agreement will be construed to give any third party any legal or equitable right, remedy or claim under or with respect to this Subscription Agreement, except such rights as shall inure to a permitted assignee pursuant to this Section 9.

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10.           This Subscription Agreement may be signed in any number of counterparts, all of which shall be considered to be one and the same agreement.

[signature page follows]

 -

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Exhibit 10.1

Executed this _____ day of ______________, 2010.

	Yours very truly,
	[PURCHASER]
	By:
	Name:
	Title:
ACCEPTED:
GUIDED THERAPEUTICS, INC.
By:
Name:  Mark L. Faupel
Title:  Chief Executive Officer
DATE: _______________, 2010

 [ signature apge to subscrition agreement ]

Exhibit 10.1

Exhibit A

Confidential Term Sheet for Private Sale of Common Stock

AUGUST, 2010

MEMORANDUM OF TERMS

COMMON STOCK PRIVATE PLACEMENT

IN THE AGGREGATE AMOUNT OF UP TO $5,000,000

MINIMUM OF $3,000,000 IN AGGREGATE PRINCIPAL AMOUNT

OF NEW CASH INVESTMENT.

Issuer	Guided Therapeutics, Inc., a Delaware corporation (the “Company”)
Amount	Up to $5,000,000 in common stock
Investor Qualification	The private placement will be open to “accredited investors” only, as defined pursuant to Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
Purchase Price; Minimum Investment	$0.81 per share of common stock. The minimum investment per investor is $50,000.
Warrants	For each share of common stock issued, investor will receive warrants exercisable for the purchase of one-tenth (1/10th) of one share of common stock at an exercise price equal to $1.01 per share. Such warrants will have an exercise period of five (5) years from date of issuance.
Closing Date	The closing will occur within five (5) business days following the acceptance by the Company of subscriptions of qualified investors for a minimum purchase price of $3,000,000, and is expected to occur on or about September 1, 2010.
Use of Proceeds	The proceeds will be used for the following purposes: (i) to seek FDA approval of the Company’s cervical cancer detection device; (ii) to prepare for manufacturing and initial launch of the Company’s cervical cancer detection device;

	(iii) to enhance the Company’s intellectual property portfolio; and (iv) other related corporate purposes as may be authorized by the Board of Directors from time to time, and general working capital uses. Further, although no definitive assurances can be given in this regard, it is anticipated that these funds may qualify as “matching funds” for potential additional funding in an amount to be determined by the National Institute of Health (“NIH”), meeting objectives articulated in the Company’s application to NIH.
Non-registration of securities	The common stock issued will not be registered under the Securities Act, and therefore resales by investors will be subject to the limitations on disposition provided for in Rule 144 as promulgated by the Securities and Exchange Commission.
Announcement	Any public disclosure of this transaction must be approved in advance in writing by the Company.
Confidentiality	This term sheet is being made available to potential investors on a confidential basis. Neither this term sheet nor its contents are to be divulged to other parties, except to a potential investor’s counsel or financial advisor, without the express written consent of the Company.
Definitive Documentation	The offering will be effected through the execution and delivery by each investor of a subscription agreement in a form to be provided by the Company.
Non-Binding Term Sheet	This term sheet is non-binding on any party and subject to final approval from the Company.

THE COMMON SHARES AND WARRANTS OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK. NO INVESTMENT UNDER THE TERMS DESCRIBED HEREIN SHOULD BE MADE BY ANY PERSON NOT FINANCIALLY ABLE TO LOSE THE ENTIRE AMOUNT OF HIS OR HER INVESTMENT.

THE COMMON SHARES AND WARRANTS OFFERED HEREBY HAVE NOT BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OF ADEQUACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Exhibit 10.1

Exhibit B

FORM OF COMPANY’S CERTIFICATE

Reference is made to the Subscription Agreement of ______________ (“Purchaser”), dated ___________, 2010 and accepted by Guided Therapeutics, Inc. (the “Company”) on ____________, 2010. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Subscription Agreement.

As of _____________, the Company represents and warrants to Purchaser as follows:

1.           Organization and Standing. The Company is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws. The Company has requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted. The Company is not presently qualified to do business as a foreign corporation in any jurisdiction other than Georgia.

2.           Corporate Power. The Company has all requisite legal and corporate power and authority to execute and deliver the Subscription Agreement, the Warrant and this Certificate (collectively, the “Transaction Documents”), to sell and issue the Subscription Shares and the Warrant, and to carry out and perform its obligations under the terms of the Transaction Documents.

3.           Authorization. All corporate action on the part of each of the Company and its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Transaction Documents, the issuance of the Subscription Shares, the issuance of the Warrant and the performance of all of the Company’s obligations under the Transaction Documents, have been taken prior to the Closing. Each of the Transaction Documents, when executed and delivered by the Company, shall constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and ru les of law governing specific performance, injunctive relief or other equitable remedies.

4.           Subsidiaries. The Company has no subsidiaries or affiliated companies except InterScan, Inc., a Delaware corporation (“InterScan”) and does not otherwise own or control, directly or indirectly, any equity interest in any corporation, association or business entity. InterScan is a corporation duly organized and existing under the laws of Delaware and is not qualified to do business as a foreign corporation in any other jurisdiction. All issued and outstanding shares of capital stock of InterScan are owned of record and beneficially by the Company.

5.           Capitalization. As of the date hereof, the authorized capital stock of the Company consists of 100,000,000 shares of Common Stock and 5,000,000 shares of Preferred Stock. As of June 30, 2010, there were 41,862,381 shares of Common Stock issued and outstanding and no other shares of capital stock issued and outstanding. As of June 30, 2010, there were options outstanding issued by the Company to purchase an aggregate of 5,941,743 shares of Common Stock and warrants (the “Existing Warrants”) outstanding issued by the Company to purchase an aggregate of 29,345,175 shares of Common Stock. All of the outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable, and were issued in material compliance with applicable federal and state securities laws, including exemptions therefrom, and none of such issuances were made in violation of any pre-emptive or other rights. The Company has reserved 8,255,219 shares of the Common Stock for issuance pursuant to its stock option plans, 29,345,175 shares of the Common Stock for issuance upon exercise of the Existing Warrants, 834,841 shares of the Common Stock for issuance upon exercise of warrants to be issued pursuant to pre-existing obligations of the Company, and 399,265 shares of the Common Stock for issuance pursuant to pre-existing obligations of the Company. Except as set forth above, there are no options, warrants or other rights (including conversion or pre-emptive rights) or agreements outstanding to purchase any of the Company’s au thorized and unissued capital stock. Since June 30, 2010, the Company has not issued or committed to issue any shares of Common Stock or any other securities of the Company (whether or not presently convertible into, or exercisable or exchangeable for shares of, capital stock of the Company).

6.           Reports. Each of (a) the Company’s quarterly reports on Form 10-Q for the quarters ended March 31, 2010 and June 30, 2010, (b) the Company’s annual report on Form 10-K for the year ended December 31, 2009, and (c) any current reports on Form 8-K filed with the SEC by the Company since January 1, 2010 (as such documents have since the time of their filing been amended or supplemented, the “SEC Reports”) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which the y were made, not misleading, in each case, at the time of filing (or the time of subsequent amendment or supplement, in the case of any SEC Reports that have been subsequently amended or supplemented).

7.           Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than any filings, notices or registrations under Regulation D of the Securities Act and applicable state securities laws.

8.           Securities Laws. Assuming the accuracy of the representations and warranties made by the Purchaser in the Subscription Agreement, the offer, sale and issuance of the Subscription Shares, and the offer, sale and issuance of the Warrant are exempt from registration under the Securities Act and from registration and qualification under applicable state securities laws. Neither the Company nor anyone acting on its behalf has, directly or through any agent during the six-month period ending on the date of this Certificate, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) in a manner that would cause the offer and sale of the Subscription Shares and the Warrant not to be entitled to the exemption afforded by Rule 506 of Regulation D, or under Section 4(2) of the Securities Act.

9.           No Default or Violation. The Company is not in default under or in violation of its Certificate of Incorporation or Bylaws, each as currently in effect. Except as otherwise disclosed in the Company’s filings with the SEC, the Company is not in (a) violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court, arbitrator or governmental authority applicable to it, or (b) violation of any law, statute, ordinance, rule or regulation of any governmental authority to which it is subject, except where such violations have not resulted or are not reasonably likely to result, individually or in the aggregate, in a material adverse effect on the business, resu lts of operation, assets, prospects or financial condition of the Company, or on the issuance of the Subscription Shares or Warrant or the consummation of the transactions contemplated by the Transaction Documents.

10.           No Conflicts. The execution, delivery and performance of the Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated in the Transaction Documents, do not and will not (a) conflict with or violate any provision of its Certificate of Incorporation or Bylaws, each as currently in effect, (b) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to other persons any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, license, note or instrument (evidencing a debt of the Company or otherwise) to which the Company is a party or by w hich any property or asset of the Company is bound or affected, or (c) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject or by which any material property or asset of the Company is bound or affected.

11.           Litigation; Proceedings. Except as otherwise disclosed in the Company’s filings with the SEC, there is no action, suit, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company or any of its assets or properties before or by any court, governmental or administrative agency or regulatory authority (Federal, state, county, local or foreign) or any arbitrator, that (i) has had or is reasonably likely to result, individually or in the aggregate, in a material adverse effect on the business, results of operation, assets, prospects or financial condition of the Company or (ii) adversely affects the legality, validity or enf orceability of any Transaction Document.

12.           Reservation of Shares. The Company has reserved from its authorized but unissued shares of Common Stock sufficient shares of Common Stock to permit the exercise of the Warrant.

13.           No Broker’s Fees. No fees or commissions or similar payments with respect to the transactions contemplated by the Transaction Documents have been paid or will be payable by the Company to any broker, financial advisor, finder, investment banker or bank.

This Company’s Certificate is being signed effective as of the date first written above.

 GUIDED THERAPEUTICS, INC.

 By:

 Name:  Mark L. Faupel

 Title:  Chief Executive Officer

EX-99.1

Exhibit 99.1

 

 5835 Peachtree Corners East, Suite D

 Norcross, Georgia 30092

Contacts:

Media: Deanne Eagle, Cameron Associates – 917-837-5866

Bill Wells, Guided Therapeutics – 770-242-8723

Investors: Alison Ziegler, Cameron Associates – 212-554-5469

Guided Therapeutics Completes $3 Million Financing

NORCROSS, GA (September 14, 2010) – Guided Therapeutics, Inc. (GT) (OTCBB: GTHP) today announced that it has completed a private financing of approximately $3 million.

Terms of the financing include 3,771,605 million common shares priced at $0.81 per share. For each share of common stock issued, warrants exercisable for the purchase of one-tenth (1/10th) of one share of common stock at an exercise price equal to $1.01 per share were issued. The warrants will have an exercise period of five years from date of issuance.

About Guided Therapeutics

Guided Therapeutics, Inc. (OTCBB: GTHP) is developing a rapid and painless test for the early detection of disease that leads to cervical cancer.  The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease.  Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately.  GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett’s Esophagus using the LightTouch technology platform. For more information, visit GT’s web site www.guidedinc.com.

The Guided Therapeutics LightTouch™ Non-invasive Cervical Cancer Detection Device is an investigational device and is limited by federal law to investigational use.

 “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. A number of the matters and subject areas discussed in this news 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 Guided Therapeutics’ actual future experience involving any of or more of such matters and subject areas. Such risks and uncertainties include: the early stage of products in development, the uncertainty of market acceptance of products, the uncertainty of development or effectiveness of distribution channels, the intense competition in the medical device industry, the uncertainty o f capital to develop products, the uncertainty of regulatory approval of products, dependence on licensed intellectual property, as well as those that are more fully described from time to time under the heading “Risk Factors” in Guided Therapeutics’ reports filed with the SEC, including Guided Therapeutics’ Annual Report on Form 10-K for the fiscal year ended December 31, 2009 and subsequent quarterly reports.

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