Promissory note and Security Agreement dated as of October 20, 2005, by and among SpectRx, Inc. and the noteholder

Atlanta, Georgia

October 20, 2005

For value received, SPECTRX, INC., a Delaware corporation (the "Company"), promises to pay to the order of Richard Fowler, an individual resident with an address of 1130 Bridle Path Dr, Lawrenceville, GA 30045 (the "Noteholder"), the principal sum of FIFTY THOUSAND AND NO/100 DOLLARS ($50,000), plus $500 fixed closing costs and interest on the dates and in the amounts described below.

The Company promises to pay interest monthly in arrears (on the first business day of each month, commencing November, 2005), such interest calculated at an annual rate of fifteen percent (15%), and to pay any remaining principal and interest due under this Note, on the earlier to occur of (a) January 20, 2006 or (b) 10 days after the closing and funding of any financing in which the Company receives at least $500,000 in net proceeds. All such payments of principal and interest shall be made in lawful money of the United States in Federal or other immediately available funds to each Noteholder at SpectRx, Inc., 4955 Avalon Ridge Parkway, Suite 300, Norcross, GA 30071, or such other address as may be specified from time to time as the Noteholder hereof may designate in writing. Any payments received hereunder by a Noteholder other than in accordance with the immediately preceding sentence shall be deemed held by such Noteholder in trust ratably for the benefit of each Noteholder.

Should any installment not be paid when due, then the entire unpaid principal sum evidenced by this note, with all accrued interest, shall, at the option of the Noteholder, and with 10 days notice to the undersigned, become due and may be collected forthwith, time being of the essence of this contract. It is further agreed that failure of the Noteholder to exercise this right of accelerating the maturity of the debt, or any indulgence granted from time to time, shall in no event be considered as a waiver of such right of acceleration or estop the Noteholder from exercising such right.

At the option of the Company, all or any portion of the unpaid principal sum of, or accrued interest on, the indebtedness represented hereby may be prepaid from time to time without premium, penalty or payment of unaccrued interest.

A Security Agreement of even date herewith has been executed in conjunction with this Note to provide security and collateral for this Note.

In case this Note is collected by action at law, or through an attorney at law, all costs of collection, including reasonable attorney's fees, shall be paid by the Company. Any reasonable fees or actual costs incurred by Noteholder in conjunction with funding this Note shall be paid by the Company.

The Company hereby waives and renounces any and all exemption rights it may have under or by virtue of the Constitution or laws of Georgia, or any other State, or the United States, as against this debt or any renewal thereof; and further waives demand, protest and notice of demand, protest and non-payment.

In case of default in the payment after demand therefor, and in case the Noteholder of this note should elect, on account of such default, to declare the unpaid balance of the principal sum due and payable, said principal sum, or so much thereof as may remain unpaid at the time of such default, shall bear interest at the rate of eighteen percent (18%) per annum from the date of such default.

Any waiver of a right hereunder by a Noteholder shall be effective only against such Noteholder.

This contract is to be construed in all respects and enforced according to the laws of the State of Georgia.

[SIGNATURE ON FOLLOWING PAGES]

IN WITNESS WHEREOF, the Company has caused this Note to be duly executed, under seal, by its duly authorized officer as of the day and year first above written.

SPECTRX, INC. (Corporate SEAL)

BY:

                /s/ Siraj Noorani

TITLE: Controller and Principal Accounting Officer 9;