Assigned Task Agreement
Between Konica Minolta Opto, Inc. (KMOT) and Guided Therapeutics, Inc. (GT)
February 1, 2010
Agreement for the Development of Spectroscopy for Barrett's Esophagus
This Agreement is made on this 1st day of February, 2010 (the "Effective Date") between Guided Therapeutics,
Inc., having a place of business 5835 Peachtree Comers East Suite D, Norcross, Georgia, 30992 ("GT") and
Konica Minolta Opto, Inc., having an address of 2970 Ishikawa-machi, Hachioji-shi, Tokyo 192-8505, Japan
("KMOT"), each individually referred to herein as a "party" and collectively referred to as the "Parties".
WHEREAS, GT and KMOT have executed an option-to-license and no-shop agreement dated April 30, 2009
("2009 Option Agreement").
NOW THEREFORE, and in consideration of the mutual promises and covenants herein contained and intending
to be legally bound, GT and KMOT agree as follows:
1. All terms and conditions of the 2009 Option Agreement remain in full effect and force.
2. This Agreement is adjunctive to the 2009 Option Agreement under Section 5.c of that agreement and
should in no way be construed as further modifying or superseding the 2009 Option Agreement.
3. KMOT agrees to utilize the technical, regulatory and clinical expertise of GT in order to develop GT's
spectroscopic technology for the purposes of detecting cancer and precancer of the human esophagus. A
preliminary schedule and budget for this work is attached to this Agreement as Exhibits A and B. GT shall
use its best efforts to collaborate with KMOT for accomplishing the tasks described in Exhibits A and B.
4. Tasks performed by GT and payment in return from KMOT to GT shall be under the following terms and
Schedule for Performing Tasks -The project shall commence on February 1, 2010 and is anticipated
to be completed by January 31, 2011, as summarized in Exhibit A.
b) Payment Schedule, as summarized in Exhibi