EXHIBIT 10.1
AMENDED PROMISSORY
NOTE
THIS
PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE FEDERAL
SECURITIES ACT OF 1933, AS AMENDED (THE "FEDERAL ACT"), THE GEORGIA
SECURITIES ACT OF 1973, AS AMENDED, OR ANY OTHER STATE SECURITIES
LAW. THIS PROMISSORY NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED FOR SALE, HYPOTHECATED, SOLD, OR TRANSFERRED, NOR
WILL ANY ASSIGNEE OR TRANSFEREE HEREOF BE RECOGNIZED BY THE MAKER
HEREOF AS HAVING ANY INTEREST IN THIS PROMISSORY NOTE, IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THIS
PROMISSORY NOTE UNDER ANY APPLICABLE STATE LAW AND THE FEDERAL ACT
OR AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE MAKER THAT
SUCH REGISTRATION IS NOT REQUIRED BY REASON OF AN EXEMPTION FROM
REGISTRATION UNDER ANY APPLICABLE STATE LAW AND THE FEDERAL
ACT.
Atlanta, Georgia
April 10, 2008
For value received, SPECTRX, INC., a Delaware
corporation (the "Company"), promises to pay to the order of
DOLORES MALOOF, an individual resident with an address of Atlanta,
GA (the " Noteholder "), the principal sum of ONE HUNDRED
THOUSAND AND NO/100 DOLLARS ($100,000.00) from a loan made on
January 2, 2008, ONE HUNDRED THOUSAND AND NO/100 DOLLARS
($100,000.00) from a loan made on February 7, 2008 and FIFTY
THOUSAND AND NO/100 ($50,000.00) from a loan made on March 12,
2008, FIFTY FIVE THOUSAND AND NO/100 ($55,000.00) from a loan made
on April 2, 2008 and NINETY FIVE THOUSAND AND NO/100 ($95,000.00),
for a total of FOUR HUNDRED THOUSAND AND NO/100 DOLLARS
($400,000.00). The Company promises to pay interest on the unpaid
principal amount of this Promissory Note at the rate of thirteen
percent (13%), on the due date of July 10, 2008, or complet
