SPECTRX INC
FIFTH AMENDMENT TO LICENSE AGREEMENT
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<TYPE>EX-10.16F
<SEQUENCE>2
<FILENAME>g65360ex10-16f.txt
<DESCRIPTION>FIFTH AMENDMENT TO LICENSE AGREEMENT
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                                 FIFTH AMENDMENT

                                       TO

                   THE LICENSE AGREEMENT OF NOVEMBER 22, 1995

                                     BETWEEN

                           JOSEPH R. LAKOWICZ, PH. D.

                                       AND

                                  SPECTRX, INC.



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                      FIFTH AMENDMENT TO LICENSE AGREEMENT

         THE FIFTH AMENDMENT TO THE LICENSE AGREEMENT, DATED MAY 31, 2000 BY
AND BETWEEN Joseph R. Lakowicz, Ph. D., (hereinafter "Dr. Lakowicz"), an
individual, residing at 10037 Fox Den Road; Ellicott City, Maryland 21042-2225,
and SpectRx, Inc., (hereinafter "SRX"), a Delaware corporation having a
principal place of business at 6025-A Unity Drive, Norcross, Georgia 30017 (Dr.
Lakowicz and SRX hereinafter collectively referred to as "the Parties").

                                   WITNESSETH

         WHEREAS the Parties have entered into a license agreement, dated
November 22, 1995, as amended (the "License Agreement");

         WHEREAS there have arisen certain issues between the Parties relating
to the terms and conditions of the License Agreement and to the Parties'
performance thereunder;

         WHEREAS the Parties have agreed on changes and amendments to the
License Agreement in settlement of all outstanding such issues; and

         WHEREAS the Parties desire to amend the License Agreement pursuant to
Section 12.7 thereof;

         NOW, THEREFORE, in consideration of these premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged to by the Parties, the Parties hereby agree as follows:

                            1. Payment of Royalties

         Sections 3.2, 3.4 and 3.5. Sections 3.2, 3.4 and 3.5 relating to the
payment of earned and minimum royalties shall be replaced in their entirety by
new Sections 3.2, 3.4 and 3.5 as follows:

         3.2      Timing of Royalty Payments

         (a)      For the year 2000 and for each year thereafter that this
                  Agreement remains in effect, royalty reports and the
                  appropriate corresponding earned and/or minimum royalty
                  payments as set forth in Sections 3.3 and 3.4, respectively,
                  shall be made by SRX to Dr. Lakowicz quarterly, payable within
                  30 days following the end of each calendar quarter ending
                  March 31, June 30, September 30 and December 31, respectively;
                  provided, however, that for the year 2000, the first such
                  report and royalty payment for the first calendar quarter of
                  2000 shall be made 30 days after March 31st or 10 days
                  following execution of this Fifth Amendment, whichever occurs
                  later.

         (b)      Within 30 days after the end of the first calendar quarter
                  each year (subject to the proviso in Section 3.2 (a)), SRX
                  shall pay Dr. Lakowicz any earned royalties for that quarter.
                  If the earned royalties are less than 25% of the applicable
                  annual minimum royalty during 2000 or, in the years following
                  2000, less than 12.5% of the applicable annual minimum royalty
                  (hereinafter the "Relevant Quarterly
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                  Percentage"), SRX shall also pay Dr. Lakowicz the difference
                  between the earned royalties for the first quarter and the
                  Relevant Quarterly Percentage of the applicable annual minimum
                  royalty (the "First Quarter Shortage"). If the earned
                  royalties are greater than the Relevant Quarterly Percentage
                  of the applicable annual minimum royalty, SRX shall be
                  entitled to credit any amount of earned royalties paid for the
                  first quarter in excess of the Relevant Quarterly Percentage
                  of the applicable annual minimum royalty (the "First Quarter
                  Excess") against (and to so reduce) the portion of the minimum
                  royalties due for the second calendar quarter.

         (c)      Within 30 days after the end of the second calendar quarter
                  each year, SRX shall pay Dr. Lakowicz the earned royalties for
                  that quarter. If the earned royalty for that quarter is less
                  than the Relevant Quarterly Percentage of the applicable
                  annual minimum royalty, SRX shall also pay Dr. Lakowicz the
                  difference between that amount and the actual earned royalties
                  for the second calendar quarter (the "Second Quarter
                  Shortage"); provided, however, SRX may credit the First
                  Quarter Excess, if any, against the amount due. If the earned
                  royalty for the second quarter plus the First Quarter Excess,
                  if any, is greater than the Relevant Quarterly Percentage of
                  the applicable annual minimum royalty, SRX may credit any
                  excess first against previously paid Quarter Shortages, and if
                  the excess is greater than the previously paid Quarter
                  Shortages, the remaining excess (the "Second Quarter Excess")
                  carries over, and SRX shall be entitled to credit the Second
                  Quarter Excess against (and to so reduce) the portion of the
                  minimum royalties due for the third calendar quarter.

         (d)      Within 30 days after the end of the third quarter each year,
                  SRX shall pay Dr. Lakowicz the earned royalties for that
                  quarter. If the earned royalty for that quarter is less than
                  the Relevant Quarterly Percentage of the applicable annual
                  minimum royalty, SRX shall also pay Dr. Lakowicz the
                  difference between the Relevant Quarterly Percentage of the
                  applicable annual minimum royalty and the actual earned
                  royalties for the third calendar quarter (the "Third Quarter
                  Shortage"); provided, however, SRX may credit the Second
                  Quarter Excess, if any, against the amount due. If the earned
                  royalty for the third quarter plus the Second Quarter Excess
                  is greater than the Relevant Quarterly Percentage of the
                  applicable annual minimum royalty, SRX may credit any excess
                  first against previously paid Quarter Shortages, and if the
                  excess is greater than the previously paid Quarter Shortages,
                  the remaining excess (the "Third Quarter Excess") carries
                  over, and SRX shall be entitled to credit the Third Quarter
                  Excess against (and to so reduce) the portion of the minimum
                  royalty due for the fourth calendar quarter.

         (e)      Within 30 days after the end of the fourth calendar quarter
                  each year, SRX shall pay Dr. Lakowicz the earned royalties for
                  that quarter. If the earned royalty for that quarter is less
                  than 25% of the applicable annual minimum royalty in 2000 or
                  less than 62.5% of the applicable annual minimum royalty for
                  all years after 2000, SRX shall also pay Dr. Lakowicz the
                  difference between such amount and the actual earned royalties
                  for the fourth calendar quarter (the "Fourth Quarter
                  Shortage"); provided, however, SRX may credit the Third
                  Quarter Excess, if any, against (and to so reduce) the amount
                  due. If the earned royalty for the fourth quarter plus the
                  Third Quarter Excess, if any, is greater than the Relevant
                  Quarterly Percentage of

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                  the applicable annual minimum royalty, SRX may credit any
                  excess against previously paid Quarter Shortages, up to the
                  amount of the uncredited Quarter Shortages.

         3.4      Amount of Minimum Royalties. SRX shall be obligated to make
minimum royalty payments to Dr. Lakowicz as follows: Annual minimum royalties
for the year 2000 of $200,000; annual minimum royalties of $225,000 for the year
2001; and annual minimum royalties of $250,000 for the year 2002 and for each
year thereafter during the term of the License Agreement. Minimum royalties
under this Section 3.4 shall be paid according to the schedule set out in
Section 3.2 hereof and shall be subject to any reductions applicable under the
termination provisions of Section 10 of the License Agreement, as amended
herein. Dr. Lakowicz agrees to accept as payment each quarter, at SRX's option,
which shall be exercisable at SRX's sole discretion, at least 50% of the minimum
royalties due in 2000 and at least 25% of the minimum royalties due in 2001 in
SRX common stock. Such SRX stock shall be credited against the minimum royalties
due at the closing price ("Closing Price"). Closing Price shall be equal to the
average of the closing price per SRX share for the twenty trading (20) days
immediately preceding the last day of the prior full calendar quarter for which
the payment is due.

         3.5      Crediting of Prior Research Program Payments. Dr. Lakowicz
acknowledges receipt of $62,500 from SRX during 2000 in partial consideration of
amounts owing under the License Agreement prior to this Fifth Amendment and
agrees that SRX may credit half of that amount against quarterly royalty
payments when making such payments in accordance with Section 3.2 above, as
amended.

         2.       Termination, Conversion To Non-Exclusive and Protection For
Sub-licensees

         Term and Termination Sections 10.2(a) and (b) of the License Agreement
shall be replaced in their entirety with the following:

         10.2(a)  If SRX is in default as a result of failure to pay earned or
minimum royalties when due pursuant to Section 3 hereof and such default is not
cured by SRX within thirty (30) days after receiving written notice thereof from
Dr. Lakowicz pursuant to Section 12.5 hereof (the "Payment Default Notice"), Dr.
Lakowicz shall have the right to convert the exclusive license granted to SRX in
Section 2.1 of the License Agreement to a non-exclusive license by written
election pursuant to Section 12.5 hereof within thirty (30) days after the last
day of the thirty (30) day period following the receipt by SRX of the Payment
Default Notice. If SRX is in default of any other material obligation under this
License Agreement and such default is not cured by SRX within sixty (60) days
after receiving written notice thereof from Dr. Lakowicz pursuant to Section
12.5 hereof (the "Other Material Default Notice"), Dr. Lakowicz shall have the
right to convert the exclusive license granted to SRX in Section 2.1 of the
License Agreement to a non-exclusive license by written election pursuant to
Section 12.5 hereof within thirty (30) days after the last day of the 60-day
period following the receipt by SPX of the Other Material Default Notice. Upon
such conversion to a non-exclusive license, the minimum royalties set forth in
Section 3.4 hereof due thereafter shall be reduced by 50%, without prejudice to
monies previously owed and then due and payable to Dr. Lakowicz. For the quarter
immediately preceding such Payment Default Notice or Other Material Default
Notice, 50% of any then due and owing minimum royalties shall become due within
thirty (30) days of the date


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of conversion to a non-exclusive license, and if not paid within said thirty
(30) days of the date of conversion to a non-exclusive license, Dr. Lakowicz
shall have the right to terminate the license effective upon receipt of notice
of same by SRX. Any earned royalties due after conversion to a non-exclusive
license, shall be reduced by 25%, without prejudice to monies previously owed
and then due and payable to Dr. Lakowicz. Upon conversion to a non-exclusive
license, all then due and owing earned royalties shall be due within thirty (30)
days of the date of conversion to a non-exclusive license, and if not paid
within said thirty (30) days of the date of conversion to a non-exclusive
license, Dr. Lakowicz shall have the right to terminate the license effective
upon receipt of notice of same by SRX. The remaining 50% of any minimum
royalties due at the time of the Payment Default Notice or Other Material
Default Notice due prior to the applicable reduction hereunder (the "Minimum
Royalty Remainder"), shall not be waived, but shall remain due and shall be
payable on the first anniversary of the Payment Default Notice or Other Material
Default Notice, as the case may be. Further, upon such conversion to a
non-exclusive license, should Dr. Lakowicz license the Licensed Technology under
any patent or patent application covered by this Agreement to another licensee,
then, in respect of such patent or patent application, the payment of all sums
due under Section 7.1 shall be reduced by 50% effective as of the date of such
license to another licensee. If, after conversion to a non-exclusive license,
SRX is in default as a result of failure to pay reduced earned or minimum
royalties when due, pursuant to Section 3 hereof, and such default is not cured
by SRX within thirty (30) days after receiving written notice thereof from Dr.
Lakowicz pursuant to Section 12.5 hereof (the "Non-Exclusive Default Payment
Notice"), Dr. Lakowicz shall have the right to terminate the non-exclusive
license to SRX under this agreement, within thirty (30) days subsequent to the
last day of the thirty (30) day period following the receipt by SRX of the
Non-Exclusive Payment Default Notice. If, after conversion to a non-exclusive
license, SRX is in default of any other material obligation under this Agreement
and such default is not cured by SRX within sixty (60) days after receiving
written notice thereof from Dr. Lakowicz, pursuant to Section 12.5 hereof (the
"Non-Exclusive Other Material Default Notice"), Dr. Lakowicz shall have the
right to terminate the non-exclusive license to SRX hereunder by written notice
pursuant to Section 12.5 hereof, within thirty (30) days after the last day of
the sixty (60) day period following the receipt by SRX of the Non-Exclusive
Other Material Default Notice.

         Earned royalties at the reduced rate shall be creditable first against
current year minimum royalties and then against any amounts still owing for
minimum royalties prior to the conversion to a non-exclusive license under this
paragraph for as long as the License Agreement shall remain in effect.

         10.2(b)  In the event SRX shall fail to pay the Minimum Royalty
Remainder when due under Section 10.2(a) hereof, Dr. Lakowicz shall have the
right to terminate the license effective upon receipt of notice of same by SRX.

         10.2(d)  If SRX is adjudicated bankrupt or insolvent, or if SRX
enters into a composition with its creditors, or if a receiver is appointed for
any portion of SRX's assets, then DR. LAKOWICZ may terminate this Agreement upon
giving written notice to SRX at least thirty (30) days prior to the effective
date of the termination.


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                               Termination by SRX

         Section 10.3, "Termination by SRX", shall be amended to read as
follows:

         10.3     Termination Or Conversion To Non-Exclusive By SRX. SRX may
terminate this Agreement at any time by giving Dr. Lakowicz 30 days' prior
written notice pursuant to Section 12.5 hereof of its election to terminate.
Alternatively, upon 30 days' prior written notice SRX may convert the exclusive
license granted to it under Section 2.1 hereof to a non-exclusive license and
reduce by 50% all annual minimum royalties to be paid pursuant to Section 3.4
hereof, without prejudice to monies previously owed and due and payable to Dr.
Lakowicz; provided, however, that SRX may not terminate this License Agreement
or convert it to non-exclusive before the end of 2000. Further, upon such a
conversion to a non-exclusive license, should Dr. Lakowicz license the Licensed
Technology under any patent or patent application to another licensee, then, in
respect of such patent or patent application, the payment of all sums due under
Section 7.1 shall be reduced by 50% effective as of the date of such license to
another licensee.

         Protection For Sublicensees. New Sections 10.5 and 10.4(d) shall be
added to the License Agreement and shall read as follows:

         10.5     Protection for Sub-licensees if SRX becomes a Non-Exclusive
Licensee. If the exclusive license granted to SRX under the License Agreement is
converted into a non-exclusive license pursuant to Section 10.2(a) hereof, any
exclusive sub-licensee of SRX that is not in default under its sub-license shall
remain an exclusive sub-licensee in the respective sub-licensee's field of use;
provided, however, that any Up-Front License Payment and any royalties received
by SRX from such sub-licensee are earned royalties and shall be paid to Dr.
Lakowicz in the amount and as such royalty payments are received by SRX from the
sub-licensee (the "Pass Through Royalties"). Pass Through Royalties are due and
payable within thirty (30) days of their receipt by SRX. If SRX fails to submit
Pass Through Royalties to Dr. Lakowicz within such time period, sub-licensee
shall immediately become a direct licensee of Dr. Lakowicz without change to the
sub-licensee's license, field of exclusivity or payment obligations. If a
sublicensee is a non-exclusive licensee of SRX, and SRX's license is converted
to non-exclusive, there is no change to the sublicensee's license, field of
non-exclusivity or payment obligations. Payments by SRX to Lakowicz for
non-exclusive sublicenses are on the same timetable and in the same amounts as
required for non-exclusive earned and minimum royalties. The foregoing
provisions for protection of a sub-licensee of SRX shall only be available to
sub-licensee of SRX who is a party to an arms-length sublicense with SRX (an
"Eligible Protected Sublicensee").

         10.4(d)  Protection for Sub-licensees if SRX's License is Terminated.
If the license granted to SRX hereunder is terminated pursuant to Section 10
hereof, any exclusive or non-exclusive sub-licensee of SRX that is not in
default to its sub-license and who is an Eligible Protected Sublicensee shall
automatically become an exclusive or non-exclusive licensee, respectively, of
Dr. Lakowicz without change to the sublicensee`s license, licensed field or
payment obligations. Pursuant to the applicable license agreement for
clarification and avoidance of misunderstanding, the Parties agree that if Dr.
Lakowicz becomes a direct licensor of a SRX sub-licensee under this paragraph he
shall be obligated to provide a continuation of
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such license in the SRX sub-licensee's field on unchanged terms and conditions
but shall not otherwise have additional obligations to the sub-licensee.

                           III.   Research Support

Research Support. Section 12.13 of the License Agreement is cancelled and any
outstanding obligations thereunder between the Parties are forgiven, and SRX
shall have no obligation for any funding of research or any other research under
the License Agreement.

                               IV. Licensed Field

         The Parties agree that the technology licensed to LJL Biosystems in the
attached agreement (Exhibit A to this Fifth Amendment) between FluorRx and LJL
Biosystems is within the field of the License Agreement.

                          V. Harmonization Of Documents

         The Parties agree that any conflicts between the License Agreement and
all prior amendments shall be resolved in favor of this Fifth Amendment, and the
License Agreement and all prior amendments shall be considered as further
amended, if necessary to be consistent with this Fifth Amendment.

                           VI. Settlement and Release

         The Parties agree that this Fifth Amendment is in full settlement and
satisfaction of all issues between them arising from the License Agreement as of
the last date of execution below, and the Parties hereby release each other from
all claims and causes of action, known or unknown, including, but not limited
to, demands for payment, notices of default, or notices of non-exclusivity, with
respect to the Licensing Agreement arising on or before the execution of this
Amendment, without prejudice to new claims arising thereafter, wherein SRX
maintains and is deemed to have continuously maintained an undiminished
exclusive license in the Licensed Technology. Any and all documents, letters,
faxes, papers or notices to the contrary sent to or served on SRX by Dr.
Lakowicz are hereby withdrawn by Dr. Lakowicz and the parties agree that they
shall be considered as never having been sent or served.

                                 VII. Execution

         The parties hereto, intending to be bound thereby, have affixed their
signatures below, bringing this Fifth Amendment into full force and effect as of
the date of last execution.

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<S>                                                              <C>
Joseph R. Lakowicz, Ph. D.                                       SpectRx, Inc.

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Signed at Ellicott City, this 31st day of May, 2000               Signed at Norcross this 31st day of May, 2000
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<S>                                                              <C>
Witnessed:                                                       Witnessed:

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Name:                                                            Name:
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Address:                                                         Address:
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