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THIS AGREEMENT INCLUDES:

1.      Modifications

2.      Monitoring

3.      Disclaimers

4.      Limitations of Liability

5.      Intellectual Property

6.      Company Center

7.      Links to Other Web Sites

8.      Unsolicited Ideas

9.      General Legal Provisions

1. MODIFICATIONS
We may discontinue, add to, modify, upgrade, or replace all aspects of the Guided Therapeutics Web site in our sole discretion and without notice. In particular, we reserve the right in our sole discretion to modify, supplement, delete, discontinue, or remove any software, file, publications, information, communication, or other content appearing on or transmitted through the Web site.

However, Guided Therapeutics has no obligation to update any statements or information on this Web site. You should assume that the statement or information on the site is correct only as of the date of its initial posting.

2. MONITORING
Guided Therapeutics has no obligation to monitor the services offered on the Guided Therapeutics Web site or any use thereof or to retain the content of any user session. However, Guided Therapeutics reserves the right at all times to monitor, review, retain, and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request or to cooperate with law enforcement or other authorities in investigating a claim of illegal activity. Guided Therapeutics may use IP addresses to identify a user when we believe it is necessary to enforce compliance with our Terms of Service or to protect our service, site, customers, or others.

3. DISCLAIMERS
YOUR USE OF WWW.GUIDEDTHERAPEUTICS.COM IS AT YOUR SOLE RISK. NEITHER GUIDED THERAPEUTICS NOR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, AND SUPPLIERS WARRANTS THAT WWW.GUIDEDTHERAPEUTICS.COM WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DOES GUIDED THERAPEUTICS MAKE ANY WARRANTY AS TO THE ACCURACY, RELIABILITY, COMPLETENESS, OR CONTENT OF ANY INFORMATION OR SERVICE PROVIDED THROUGH WWW.GUIDEDTHERAPEUTICS.COM.

ALL SERVICES AND MATERIALS OBTAINED THROUGH WWW.GUIDEDTHERAPEUTICS.COM, INCLUDING ALL TEXT, GRAPHICS, LINKS, ANIMATION, JAVA SCRIPT, AND "COOKIES," ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES THAT ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION, OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, AND ALL CAUSES OF ACTION FOR THE SAME, WHETHER BASED ON BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR OTHERWISE. YOU SPECIFICALLY ACKNOWLEDGE THAT GUIDED THERAPEUTICS IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEB SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, the above limitation may not apply to you.

4. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GUIDED THERAPEUTICS OR ANY OF ITS EMPLOYEES, AFFILIATES, AGENTS, CONTENT PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER PECUNIARY LOSS), WHETHER IN AN ACTION IN WARRANTY, CONTRACT, OR TORT, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THIS WEB SITE.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.

5. INTELLECTUAL PROPERTY
Copyrights: All of the content of the Guided Therapeutics Web site, including text, graphics, logos, button icons, images, pictures, audio clips, and software, is the property of Guided Therapeutics, our strategic partners or suppliers, or content providers and is protected by United States copyright laws. The contents of www.GuidedTherapeutics.com are copyrighted as a collective work under the United States copyright laws. Except as granted in the limited license below, any other use of this content, including modification, transmission, presentation, distribution, or republication, is prohibited without the prior written consent of Guided Therapeutics.

Trademarks: All trademarks, trade names, brand names, and service marks of Guided Therapeutics, whether registered or unregistered, are the property of Guided Therapeutics and are protected by United States trademark laws. Except as granted in the limited license below, any use of these assets is prohibited without the prior written consent of Guided Therapeutics. All other trademarks, product names, and company names or logos cited herein are the property of their respective owners.

Patents: All patents issued to and patent applications filed by Guided Therapeutics are the property of Guided Therapeutics and are protected by United States patent laws. Any use of these patented or patentable assets is prohibited without the prior written consent of Guided Therapeutics.

Limited License: You may display and, subject to any expressly stated restrictions or limitations relating to specific material as may be posted on the Guided Therapeutics Web site or otherwise known to you, download portions of the material from the various locations on Guided Therapeutics solely for your personal, non-commercial use.

Termination of License: If you violate any of these Terms of Service, your permission to use the content of this Web site automatically terminates and you must immediately destroy any copies you have made of any portion of the content.

6. COMPANY CENTER
Forward-Looking Statements: Statements on this Web site that express "belief," "anticipation," or "expectation" as well as other statements that are not historical fact are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or anticipated results. Examples of such uncertainties and risks include, but are not limited to:

• whether Guided Therapeutics' products in development will prove safe and effective;
• whether and when Guided Therapeutics and/or any potential strategic partners will obtain approval from the United States Food and Drug Administration ("FDA") and corresponding foreign agencies;
• Guided Therapeutics' need to achieve manufacturing scale-up in a timely manner and its need to provide for the efficient manufacturing of sufficient quantities of its products;
• the lack of immediate alternate sources of supply for some critical components of its products;
  Guided Therapeutics' patent and intellectual property position;
• Guided Therapeutics' need to fully develop the marketing, distribution, customer service, and technical support and other functions critical to the success of Guided Therapeutics' potential product lines; and
• the effectiveness and ultimate market acceptance of Guided Therapeutics' products;

7. LINKS TO OTHER WEB SITES
The Guided Therapeutics Web site may contain links to third-party Web sites ("Third-Party Sites"). We do not, either expressly or by implication, endorse the content on these Third-Party Sites or any association it may have with third parties. The links are provided for your convenience only. We have no control over such Third-Party Sites, nor do we review the content on them; therefore, we are not responsible or liable for any content, advertising, products, or other materials on or available from such Third-Party Sites. You further acknowledge and agree that we are not responsible or liable, either directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such Third-Party Site or resource.

8. UNSOLICITED IDEAS
Guided Therapeutics is in search of innovative medical technology to license and commercialize and is interested in discussing projects or ideas that may have application to non-invasive or less invasive medical diagnostics and monitoring. However, please be aware that if you submit any unsolicited ideas, including ideas for new advertising campaigns, new products or technologies, or new product names, then, in absence, of an agreement between us to contrary, the information will be deemed, and will remain, the property of Guided Therapeutics. None of the information contained in any such materials will be treated as confidential or proprietary, and Guided Therapeutics will not be liable for any use or disclosure of such information, commercial or otherwise.

9. GENERAL LEGAL PROVISIONS
International Laws: Guided Therapeutics' headquarters are located in Norcross, Georgia, in the United States of America. Guided Therapeutics makes no claims that the information, products, customization, materials, services, and advice provided on this Web site are appropriate or may be downloaded outside of the United States. Access to the information, products, customization, materials, services, and advice may not be legal by certain persons or in certain countries. If you access this Web site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

Choice of Law and Forum: You expressly agree that exclusive jurisdiction for any dispute with Guided Therapeutics, or in any way relating to your use of the Guided Therapeutics Web site, resides in the courts of the State of Georgia, U.S.A., and you further agree and expressly consent to the exercise of personal jurisdiction in the courts of the State of Georgia, U.S.A. in connection with any such dispute including any claim involving Guided Therapeutics or its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers, and content providers. These Terms of Service are governed by the internal substantive laws of the State of Georgia, U.S.A. without respect to its conflict of laws principles.

Entire Agreement: Except as expressly provided in a particular "legal notice" on the Guided Therapeutics Web site, these Terms of Service constitute the entire agreement between you and Guided Therapeutics with respect to the use of this Web site and the information, products, customization, materials, services, and advice provided on the Web site. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third party software.

Termination: Guided Therapeutics may terminate these Terms of Service without cause at any time and effective immediately. In addition, Guided Therapeutics, in its sole discretion, may terminate these Terms of Service immediately and without notice for violation of any part of these Terms of Service. You may also terminate these Terms of Service by simply discontinuing use of the Guided Therapeutics Web site. In the event of any termination of these Terms of Service, the restrictions on your use of the content of the Guided Therapeutics Web site (as set forth in Paragraph 6 ("Intellectual Property)) will survive such termination, and you agree to be bound by those terms.

Indemnity: You agree to defend, indemnify, and hold harmless Guided Therapeutics, its officers, directors, employees, agents, licensors, suppliers, affiliates, and licensees from and against any claims, actions, or demands, liabilities, damages, and settlements (including without limitation, reasonable legal and accounting fees and litigation expenses) resulting from, or alleged to result from, your violation of these Terms of Service or relating to or arising from your use of the Guided Therapeutics Web site, Guided Therapeutics services, and any products or services obtained on or through the Guided Therapeutics Web site.

Waiver & Severability: Our failure to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. No waiver of any of the Terms of Service will be deemed a further or continuing waiver of such term or condition or any other term or condition.

Limitation on Actions: You agree that, regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Guided Therapeutics Web site or these Terms of Service must be filed within one year after such claim or cause of action arose or be forever barred.

Export: The U.S. export control laws regulate the export and re-export of technology originating in the United States. This includes the electronic transmission of information and software to foreign countries and to certain foreign nationals. You agree to abide by these laws and their regulations - including but not limited to the Export Administration Act and the Arms Export Control Act - and not to transfer, by electronic transmission or otherwise, any content derived from the Guided Therapeutics Web site to either a foreign national or a foreign destination in violation of such laws.

Thank you for your cooperation. We hope you find the Guided Therapeutics Web site helpful and convenient to use. If you have any questions or concerns about how your personal information will be treated as you make use of this Web site. Questions or comments regarding this Web site should be directed by e-mail to bwells@GuidedTherapeutics.com, or by telephone to Bill Wells at 770-242-8723, or by U.S. mail to Guided Therapeutics, c/o Bill Wells, 4955 Avalon Ridge Parkway, Suite 300, Norcross, GA 30071.

Copyright © 2006 Guided Therapeutics All rights reserved.