EXHIBIT 4.2

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL CORPORATION SHALL HAVE
RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER
THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS
IS NOT REQUIRED.


                               WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                         QUANTRX BIOMEDICAL CORPORATION


                          Expires _________________, 2010

No.: __-___                                       Number of Shares:_____________

Date of Issuance:___________, 2005


            FOR VALUE RECEIVED, subject to the provisions hereinafter set forth,
the undersigned, QuantRx Biomedical Corporation, a Nevada corporation (together
with its successors and assigns, the "Issuer"), hereby certifies that
_______________________________ or its registered assigns is entitled to
subscribe for and purchase, during the period specified in this Warrant, up to
____________________________________ (_____________) shares (subject to
adjustment as hereinafter provided) of the duly authorized, validly issued,
fully paid and non-assessable Common Stock of the Issuer, at an exercise price
per share equal to the Warrant Price then in effect, subject, however, to the
provisions and upon the terms and conditions hereinafter set forth. Capitalized
terms used in this Warrant and not otherwise defined herein shall have the
respective meanings specified in Section 9 hereof.

            1.     Term. The right to subscribe for and purchase shares of
Warrant Stock represented hereby shall commence on _____________, 2005 and shall
expire at 5:00 p.m., eastern time, on ___________, 2010 (such period being the
"Term").

            2.     Method of Exercise Payment; Issuance of New Warrant; Transfer
and Exchange.


<PAGE>


                   (a)    Time of Exercise. The purchase rights represented by
this Warrant may be exercised in whole or in part at any time and from time to
time during the Term.

                   (b)    Method of Exercise. The Holder hereof may exercise
this Warrant, in whole or in part, by the surrender of this Warrant (with the
exercise form attached hereto duly executed) at the principal office of the
Issuer, and by the payment to the Issuer of an amount of consideration therefor
equal to the Warrant Price in effect on the date of such exercise multiplied by
the number of shares of Warrant Stock with respect to which this Warrant is then
being exercised, payable at such Holder's election (i) by certified or official
bank check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under Securities Act providing
for the resale of the Warrant Stock is not then in effect, or (iii) by a
combination of the foregoing methods of payment selected by the Holder of this
Warrant.

                   (c)    Cashless Exercise. Notwithstanding any provisions
herein to the contrary and commencing one (1) year following the Original Issue
Date, if (i) the Per Share Market Value of one share of Common Stock is greater
than the Warrant Price (at the date of calculation as set forth below) and (ii)
a registration statement under the Securities Act providing for the resale of
the Warrant Stock either (A) has not been declared effective by the Securities
and Exchange Commission by the date such registration statement is required to
be effective pursuant to the Registration Rights Agreement (as defined in the
Purchase Agreement), or (B) is not effective at the time of exercise of this
Warrant, in lieu of exercising this Warrant by payment of cash, the Holder may
exercise this Warrant by a cashless exercise and shall receive the number of
shares of Common Stock equal to an amount (as determined below) by surrender of
this Warrant at the principal office of the Issuer together with the properly
endorsed Notice of Exercise in which event the Issuer shall issue to the Holder
a number of shares of Common Stock computed using the following formula:

                          X = Y - (A)(Y)
                                  -------
                                     B

Where                     X =     the number of shares of Common Stock to be
                                  issued to the Holder.

                          Y       the number of shares of Common Stock
                                  purchasable upon exercise of all of the
                                  Warrant or, if only a portion of the Warrant
                                  is being exercised, the portion of the Warrant
                                  being exercised.

                          A =     the Warrant Price.

                          B =     the Per Share Market Value of one share of
                                  Common Stock.

                   (d)    Issuance of Stock Certificates. In the event of any
exercise of the rights represented by this Warrant in accordance with and
subject to the terms and conditions hereof, (i) certificates for the shares of
Warrant Stock so purchased shall be dated the date of such exercise and
delivered to the Holder hereof within a reasonable time, not exceeding five (5)
Trading Days


                                       2
<PAGE>


after such exercise or, at the request of the Holder (provided that a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is then in effect), issued and delivered to the Depository Trust
Company ("DTC") account on the Holder's behalf via the Deposit Withdrawal Agent
Commission System ("DWAC") within a reasonable time, not exceeding five (5)
Trading Days after such exercise, and the Holder hereof shall be deemed for all
purposes to be the holder of the shares of Warrant Stock so purchased as of the
date of such exercise and (ii) unless this Warrant has expired, a new Warrant
representing the number of shares of Warrant Stock, if any, with respect to
which this Warrant shall not then have been exercised (less any amount thereof
which shall have been canceled in payment or partial payment of the Warrant
Price as hereinabove provided) shall also be issued to the Holder hereof at the
Issuer's expense within such time.

                   (e)    Transferability of Warrant. Subject to Section 2(g),
this Warrant may be transferred by a Holder without the consent of the Issuer.
If transferred pursuant to this paragraph and subject to the provisions of
subsection (g) of this Section 2, this Warrant may be transferred on the books
of the Issuer by the Holder hereof in person or by duly authorized attorney,
upon surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants for the purchase of the same aggregate number of shares of
Warrant Stock, each new Warrant to represent the right to purchase such number
of shares of Warrant Stock as the Holder hereof shall designate at the time of
such exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant hereto.

                   (f)    Continuing Rights of Holder. The Issuer will, at the
time of or at any time after each exercise of this Warrant, upon the request of
the Holder hereof, acknowledge in writing the extent, if any, of its continuing
obligation to afford to such Holder all rights to which such Holder shall
continue to be entitled after such exercise in accordance with the terms of this
Warrant, provided that if any such Holder shall fail to make any such request,
the failure shall not affect the continuing obligation of the Issuer to afford
such rights to such Holder.

                   (g)    Compliance with Securities Laws.

                          (i)     The Holder of this Warrant, by acceptance
         hereof, acknowledges that this Warrant or the shares of Warrant Stock
         to be issued upon exercise hereof are being acquired solely for the
         Holder's own account and not as a nominee for any other party, and for
         investment, and that the Holder will not offer, sell or otherwise
         dispose of this Warrant or any shares of Warrant Stock to be issued
         upon exercise hereof except pursuant to an effective registration
         statement, or an exemption from registration, under the Securities Act
         and any applicable state securities laws.

                          (ii)    Except as provided in paragraph (iii) below,
         this Warrant and all certificates representing shares of Warrant Stock
         issued upon exercise hereof shall be stamped or imprinted with a legend
         in substantially the following form:


                                       3
<PAGE>


                  THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
                  EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE
                  SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
                  DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND
                  UNDER APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL
                  CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT
                  REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND
                  UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS
                  NOT REQUIRED.

                          (iii)   The Issuer agrees to reissue this Warrant or
         certificates representing any of the Warrant Stock, without the legend
         set forth above if at such time, prior to making any transfer of any
         such securities, the Holder shall give written notice to the Issuer
         describing the manner and terms of such transfer and removal as the
         Issuer may reasonably request. Such proposed transfer and removal will
         not be effected until: (a) either (i) the Issuer has received an
         opinion of counsel reasonably satisfactory to the Issuer, to the effect
         that the registration of such securities under the Securities Act is
         not required in connection with such proposed transfer, (ii) a
         registration statement under the Securities Act covering such proposed
         disposition has been filed by the Issuer with the Securities and
         Exchange Commission and has become effective under the Securities Act,
         (iii) the Issuer has received other evidence reasonably satisfactory to
         the Issuer that such registration and qualification under the
         Securities Act and state securities laws are not required, or (iv) the
         Holder provides the Issuer with reasonable assurances that such
         security can be sold pursuant to Rule 144 under the Securities Act; and
         (b) either (i) the Issuer has received an opinion of counsel reasonably
         satisfactory to the Issuer, to the effect that registration or
         qualification under the securities or "blue sky" laws of any state is
         not required in connection with such proposed disposition, or (ii)
         compliance with applicable state securities or "blue sky" laws has been
         effected or a valid exemption exists with respect thereto. The Issuer
         will respond to any such notice from a holder within ten (10) business
         days. In the case of any proposed transfer under this Section 2(g), the
         Issuer will use reasonable efforts to comply with any such applicable
         state securities or "blue sky" laws, but shall in no event be required,
         (x) to qualify to do business in any state where it is not then
         qualified, or (y) to take any action that would subject it to tax or to
         the general service of process in any state where it is not then
         subject. The restrictions on transfer contained in this Section 2(g)
         shall be in addition to, and not by way of limitation of, any other
         restrictions on transfer contained in any other section of this
         Warrant.

                   (h)    In no event may the Holder exercise this Warrant in
whole or in part unless the Holder is an "accredited investor" as defined in
Regulation D under the Securities Act.


                                       4
<PAGE>


            3.     Stock Fully Paid; Reservation and Listing of Shares;
Covenants.

                   (a)    Stock Fully Paid. The Issuer represents, warrants,
covenants and agrees that all shares of Warrant Stock that may be issued upon
the exercise of this Warrant or otherwise hereunder will, upon issuance, be duly
authorized, validly issued, fully paid and non-assessable and free from all
taxes, liens and charges created by or through the Issuer. The Issuer further
covenants and agrees that during the period within which this Warrant may be
exercised, the Issuer will at all times have authorized and reserved for the
purpose of the issue upon exercise of this Warrant a sufficient number of shares
of Common Stock to provide for the exercise of this Warrant.

                   (b)    Reservation. If any shares of Common Stock required to
be reserved for issuance upon exercise of this Warrant or as otherwise provided
hereunder require registration or qualification with any governmental authority
under any federal or state law before such shares may be so issued, the Issuer
will in good faith use its best efforts as expeditiously as possible at its
expense to cause such shares to be duly registered or qualified. If the Issuer
shall list any shares of Common Stock on any securities exchange or market it
will, at its expense, list thereon, maintain and increase when necessary such
listing, of, all shares of Warrant Stock from time to time issued upon exercise
of this Warrant or as otherwise provided hereunder, and, to the extent
permissible under the applicable securities exchange rules, all unissued shares
of Warrant Stock which are at any time issuable hereunder, so long as any shares
of Common Stock shall be so listed. The Issuer will also so list on each
securities exchange or market, and will maintain such listing of, any other
securities which the Holder of this Warrant shall be entitled to receive upon
the exercise of this Warrant if at the time any securities of the same class
shall be listed on such securities exchange or market by the Issuer.

                   (c)    Covenants. The Issuer shall not by any action
including, without limitation, amending the Articles of Incorporation or the
by-laws of the Issuer, or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
action, avoid or seek to avoid the observance or performance of any of the terms
of this Warrant, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such actions as may be necessary or
appropriate to protect the rights of the Holder hereof.

                   (d)    Loss, Theft, Destruction of Warrants. Upon receipt of
evidence satisfactory to the Issuer of the ownership of and the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security satisfactory to the
Issuer or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.


                                       5
<PAGE>


            4.     Adjustment of Warrant Price and Warrant Share Number. The
number of shares of Common Stock for which this Warrant is exercisable, and the
price at which such shares may be purchased upon exercise of this Warrant, shall
be subject to adjustment from time to time as set forth in this Section 4. The
Issuer shall give the Holder notice of any event described below which requires
an adjustment pursuant to this Section 4 in accordance with Section 5.

                   (a)    Recapitalization, Reorganization, Reclassification,
Consolidation, Merger or Sale.

                          (i)     In case the Issuer after the Original Issue
         Date shall do any of the following (each, a "Triggering Event"): (a)
         consolidate with or merge into any other Person and the Issuer shall
         not be the continuing or surviving corporation of such consolidation or
         merger, or (b) permit any other Person to consolidate with or merge
         into the Issuer and the Issuer shall be the continuing or surviving
         Person but, in connection with such consolidation or merger, any
         Capital Stock of the Issuer shall be changed into or exchanged for
         Securities of any other Person or cash or any other property, or (c)
         transfer all or substantially all of its properties or assets to any
         other Person, or (d) effect a capital reorganization or
         reclassification of its Capital Stock, then, and in the case of each
         such Triggering Event, proper provision shall be made so that, upon the
         basis and the terms and in the manner provided in this Warrant, the
         Holder of this Warrant shall be entitled upon the exercise hereof at
         any time after the consummation of such Triggering Event, to the extent
         this Warrant is not exercised prior to such Triggering Event, to
         receive at the Warrant Price in effect at the time immediately prior to
         the consummation of such Triggering Event in lieu of the Common Stock
         issuable upon such exercise of this Warrant prior to such Triggering
         Event, the Securities, cash and property to which such Holder would
         have been entitled upon the consummation of such Triggering Event if
         such Holder had exercised the rights represented by this Warrant
         immediately prior thereto, subject to adjustments (subsequent to such
         corporate action) as nearly equivalent as possible to the adjustments
         provided for elsewhere in this Section 4.

                          (ii)    Notwithstanding anything contained in this
         Warrant to the contrary, the Issuer will not effect any Triggering
         Event if, prior to the consummation thereof, each Person (other than
         the Issuer) which may be required to deliver any Securities, cash or
         property upon the exercise of this Warrant as provided herein shall
         assume, by written instrument delivered to, and reasonably satisfactory
         to, the Holder of this Warrant, (A) the obligations of the Issuer under
         this Warrant (and if the Issuer shall survive the consummation of such
         Triggering Event, such assumption shall be in addition to, and shall
         not release the Issuer from, any continuing obligations of the Issuer
         under this Warrant) and (B) the obligation to deliver to such Holder
         such shares of Securities, cash or property as, in accordance with the
         foregoing provisions of this subsection (a), such Holder shall be
         entitled to receive, and such Person shall have similarly delivered to
         such Holder an opinion of counsel for such Person stating that this
         Warrant shall thereafter continue in full force and effect and the
         terms hereof (including, without limitation, all of the provisions of
         this subsection (a)) shall be applicable to the Securities, cash or
         property which such Person may be required to deliver upon any exercise
         of this Warrant or the exercise of any rights pursuant hereto.


                                       6
<PAGE>


                   (b)    Stock Dividends, Subdivisions and Combinations. If at
any time the Issuer shall:

                          (i)     take a record of the holders of its Common
         Stock for the purpose of entitling them to receive a dividend payable
         in, or other distribution of, Additional Shares of Common Stock,

                          (ii)    subdivide its outstanding shares of Common
         Stock into a larger number of shares of Common Stock, or

                          (iii)   combine its outstanding shares of Common Stock
         into a smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

                   (c)    Certain Other Distributions. If at any time the Issuer
shall take a record of the holders of its Common Stock for the purpose of
entitling them to receive any dividend or other distribution of:

                          (i)     cash (other than a cash dividend payable out
         of earnings or earned surplus legally available for the payment of
         dividends under the laws of the jurisdiction of incorporation of the
         Issuer),

                          (ii)    any evidences of its indebtedness, any shares
         of stock of any class or any other securities or property of any nature
         whatsoever (other than cash, Common Stock Equivalents or Additional
         Shares of Common Stock), or

                          (iii)   any warrants or other rights to subscribe for
         or purchase any evidences of its indebtedness, any shares of stock of
         any class or any other securities or property of any nature whatsoever
         (other than cash, Common Stock Equivalents or Additional Shares of
         Common Stock),

then (1) the number of shares of Common Stock for which this Warrant is
exercisable shall be adjusted to equal the product of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment multiplied by a fraction (A) the numerator of which shall be the Per
Share Market Value of Common Stock at the date of taking such record and (B) the
denominator of which shall be such Per Share Market Value minus the amount
allocable to one share of Common Stock of any such cash so distributable and of
the fair value (as determined in good faith by the Board of Directors of the
Issuer and supported by an opinion


                                       7
<PAGE>


from an investment banking firm of recognized national standing acceptable to
the Holder) of any and all such evidences of indebtedness, shares of stock,
other securities or property or warrants or other subscription or purchase
rights so distributable, and (2) the Warrant Price then in effect shall be
adjusted to equal (A) the Warrant Price then in effect multiplied by the number
of shares of Common Stock for which this Warrant is exercisable immediately
prior to the adjustment divided by (B) the number of shares of Common Stock for
which this Warrant is exercisable immediately after such adjustment. A
reclassification of the Common Stock (other than a change in par value, or from
par value to no par value or from no par value to par value) into shares of
Common Stock and shares of any other class of stock shall be deemed a
distribution by the Issuer to the holders of its Common Stock of such shares of
such other class of stock within the meaning of this Section 4(c) and, if the
outstanding shares of Common Stock shall be changed into a larger or smaller
number of shares of Common Stock as a part of such reclassification, such change
shall be deemed a subdivision or combination, as the case may be, of the
outstanding shares of Common Stock within the meaning of Section 4(b).

                   (d)    Issuance of Additional Shares of Common Stock.

                          (i)     In the event the Issuer shall at any time
         following the Original Issue Date issue any Additional Shares of Common
         Stock (otherwise than as provided in the foregoing subsections (a)
         through (c) of this Section 4), at a price per share less than the
         Warrant Price then in effect or without consideration, then the Warrant
         Price upon each such issuance shall be adjusted to that price
         determined by multiplying the Warrant Price then in effect by a
         fraction:

                                  (A)    the numerator of which shall be equal
                   to the sum of (x) the number of shares of Outstanding Common
                   Stock immediately prior to the issuance of such Additional
                   Shares of Common Stock plus (y) the number of shares of
                   Common Stock (rounded to the nearest whole share) which the
                   aggregate consideration for the total number of such
                   Additional Shares of Common Stock so issued would purchase at
                   a price per share equal to the Warrant Price then in effect,
                   and

                                  (B)    the denominator of which shall be equal
                   to the number of shares of Outstanding Common Stock
                   immediately after the issuance of such Additional Shares of
                   Common Stock.

                          (ii)    No adjustment of the number of shares of
                   Common Stock for which this Warrant shall be exercisable
                   shall be made under paragraph (i) of Section 4(d) upon the
                   issuance of any Additional Shares of Common Stock which are
                   issued pursuant to the exercise of any Common Stock
                   Equivalents, if any such adjustment shall previously have
                   been made upon the issuance of such Common Stock Equivalents
                   or upon the issuance of any warrant or other rights therefor
                   pursuant to Sections 4(e) or 4(f), or in connection with any
                   Permitted Issuances.

                   (e)    Issuance of Warrants or Other Rights. If at any time
the Issuer shall take a record of the Holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving corporation) issue or sell any warrants or options, whether or not
immediately exercisable, and the Warrant Consideration (hereafter defined) per
share for which Common


                                       8
<PAGE>


Stock is issuable upon the exercise of such warrant or option shall be less than
the Warrant Price in effect immediately prior to the time of such issue or sale,
then the Warrant Price then in effect immediately prior to the time of such
issue or sale, shall be adjusted to that price (rounded to the nearest cent)
determined by multiplying the Warrant Price by a fraction: (1) the numerator of
which shall be equal to the sum of (A) the number of shares of Common Stock
outstanding immediately prior to the issuance or sale of such warrants or
options plus (B) the number of shares of Common Stock (rounded to the nearest
whole share) which the Warrant Consideration multiplied by the number of shares
of Common Stock issuable upon the exercise or conversion of all such warrants or
options, would purchase at a price per share equal to the Warrant Price then in
effect, and (2) the denominator of which shall be equal to the number of shares
of Common Stock that would be outstanding assuming the exercise or conversion of
all such warrants and options. No adjustments of the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock or of such
Common Stock Equivalents upon exercise of such warrants or other rights or upon
the actual issue of such Common Stock upon such conversion or exchange of such
Common Stock Equivalents. No adjustments of the Warrant Price shall be required
under this Section 4(e) in connection with any Permitted Issuances.

                   (f)    Issuance of Common Stock Equivalents. If at any time
the Issuer shall take a record of the holders of its Common Stock for the
purpose of entitling them to receive a distribution of, or shall in any manner
(whether directly or by assumption in a merger in which the Issuer is the
surviving corporation) issue or sell, any Common Stock Equivalents, whether or
not the rights to exchange or convert thereunder are immediately exercisable,
and the Common Stock Equivalent Consideration (hereafter defined) per share for
which Common Stock is issuable upon such conversion or exchange shall be less
than the Warrant Price in effect immediately prior to the time of such issue or
sale, then the Warrant Price then in effect immediately prior to the time of
such issue or sale, shall upon each such issuance or sale be adjusted to that
price (rounded to the nearest cent) determined by multiplying the Warrant Price
by a fraction: (1) the numerator of which shall be equal to the sum of (A) the
number of shares of Common Stock outstanding immediately prior to the issuance
or sale of such Common Stock Equivalents plus (B) the number of shares of Common
Stock (rounded to the nearest whole share) which the Common Stock Equivalent
Consideration multiplied by the number of shares of Common Stock issuable upon
the exercise or conversion of all such Common Stock Equivalents, would purchase
at a price per share equal to the Warrant Price then in effect, and (2) the
denominator of which shall be equal to the number of shares of Common Stock that
would be outstanding assuming the exercise or conversion of all such Common
Stock Equivalents. No further adjustment of the Warrant Price then in effect
shall be made under this Section 4(f) upon the issuance of any Common Stock
Equivalents which are issued pursuant to the exercise of any warrants or other
subscription or purchase rights therefor, if any such adjustment shall
previously have been made upon the issuance of such warrants or other rights
pursuant to Section 4(e). No further adjustments of the Warrant Price then in
effect shall be made upon the actual issue of such Common Stock upon conversion
or exchange of such Common Stock Equivalents. No adjustments of the Warrant
Price shall be required under this Section 4(f) in connection with any Permitted
Issuances.

                   (g)    Superseding Adjustment. If, at any time after any
adjustment of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in


                                       9
<PAGE>


effect shall have been made pursuant to Section 4(e) or Section 4(f) as the
result of any issuance of warrants, other rights or Common Stock Equivalents,
and (i) such warrants or other rights, or the right of conversion or exchange in
such other Common Stock Equivalents, shall expire, and all or a portion of such
warrants or other rights, or the right of conversion or exchange with respect to
all or a portion of such other Common Stock Equivalents, as the case may be
shall not have been exercised, or (ii) the consideration per share for which
shares of Common Stock are issuable pursuant to such Common Stock Equivalents,
shall be increased solely by virtue of provisions therein contained for an
automatic increase in such consideration per share upon the occurrence of a
specified date or event, then for each outstanding Warrant such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 4(g) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock or other property, if
any, theretofore actually issued or issuable pursuant to the previous exercise
of any such warrants or other rights or any such right of conversion or
exchange, as having been issued on the date or dates of any such exercise and
for the consideration actually received and receivable therefor, and (ii)
treating any such Common Stock Equivalents which then remain outstanding as
having been granted or issued immediately after the time of such increase of the
consideration per share for which shares of Common Stock or other property are
issuable under such Common Stock Equivalents; whereupon a new adjustment of the
number of shares of Common Stock for which this Warrant is exercisable and the
Warrant Price then in effect shall be made, which new adjustment shall supersede
the previous adjustment so rescinded and annulled.

                   (h)    Purchase of Common Stock by the Issuer. If the Issuer
at any time while this Warrant is outstanding shall, directly or indirectly
through a Subsidiary or otherwise, purchase, redeem or otherwise acquire any
shares of Common Stock at a price per share greater than the Per Share Market
Value, then the Warrant Price upon each such purchase, redemption or acquisition
shall be adjusted to that price determined by multiplying such Warrant Price by
a fraction (i) the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such purchase, redemption or acquisition
minus the number of shares of Common Stock which the aggregate consideration for
the total number of such shares of Common Stock so purchased, redeemed or
acquired would purchase at the Per Share Market Value; and (ii) the denominator
of which shall be the number of shares of Common Stock outstanding immediately
after such purchase, redemption or acquisition. For the purposes of this
subsection (h), the date as of which the Per Share Market Price shall be
computed shall be the earlier of (x) the date on which the Issuer shall enter
into a firm contract for the purchase, redemption or acquisition of such Common
Stock, or (y) the date of actual purchase, redemption or acquisition of such
Common Stock. For the purposes of this subsection (h), a purchase, redemption or
acquisition of a Common Stock Equivalent shall be deemed to be a purchase of the
underlying Common Stock, and the computation herein required shall be made on
the basis of the full exercise, conversion or exchange of such Common Stock
Equivalent on the date as of which such computation is required hereby to be
made, whether or not such Common Stock Equivalent is actually exercisable,
convertible or exchangeable on such date.


                                       10
<PAGE>


                   (i)    Other Provisions applicable to Adjustments under this
Section. The following provisions shall be applicable to the making of
adjustments of the number of shares of Common Stock for which this Warrant is
exercisable and the Warrant Price then in effect provided for in this Section 4:

                          (i)     Computation of Consideration. To the extent
                   that any Additional Shares of Common Stock or any Common
                   Stock Equivalents (or any warrants or other rights therefor)
                   shall be issued for cash consideration, the consideration
                   received by the Issuer therefor shall be the amount of the
                   cash received by the Issuer therefor, or, if such Additional
                   Shares of Common Stock or Common Stock Equivalents are
                   offered by the Issuer for subscription, the subscription
                   price, or, if such Additional Shares of Common Stock or
                   Common Stock Equivalents are sold to underwriters or dealers
                   for public offering without a subscription offering, the
                   initial public offering price (in any such case subtracting
                   any amounts paid or receivable for accrued interest or
                   accrued dividends and without taking into account any
                   compensation, discounts or expenses paid or incurred by the
                   Issuer for and in the underwriting of, or otherwise in
                   connection with, the issuance thereof). To the extent that
                   such issuance shall be for a consideration other than cash,
                   then, except as herein otherwise expressly provided, the
                   amount of such consideration shall be deemed to be the fair
                   value of such consideration at the time of such issuance as
                   determined in good faith by the Board of Directors of the
                   Issuer. The consideration for any Additional Shares of Common
                   Stock issuable pursuant to any warrants or other rights to
                   subscribe for or purchase the same shall be the consideration
                   received by the Issuer for issuing such warrants or other
                   rights divided by the number of shares of Common Stock
                   issuable upon the exercise of such warrant or right plus the
                   additional consideration payable to the Issuer upon exercise
                   of such warrant or other right for one share of Common Stock
                   (together the "Warrant Consideration"). The consideration for
                   any Additional Shares of Common Stock issuable pursuant to
                   the terms of any Common Stock Equivalents shall be the
                   consideration received by the Issuer for issuing such Common
                   Stock Equivalent, divided by the number of shares of Common
                   Stock issuable upon the conversion or other exercise of such
                   Common Stock Equivalent, plus the additional consideration,
                   if any, payable to the Issuer upon the exercise of the right
                   of conversion or exchange in such Common Stock Equivalent for
                   one share of Common Stock (together the "Common Stock
                   Equivalent Consideration"). In case of the issuance at any
                   time of any Additional Shares of Common Stock or Common Stock
                   Equivalents in payment or satisfaction of any dividends upon
                   any class of stock other than Common Stock, the Issuer shall
                   be deemed to have received for such Additional Shares of
                   Common Stock or Common Stock Equivalents a consideration
                   equal to the amount of such dividend so paid or satisfied.

                          (ii)    When Adjustments to Be Made. The adjustments
                   required by this Section 4 shall be made whenever and as
                   often as any specified event requiring an adjustment shall
                   occur, except that any adjustment of the number of shares of
                   Common Stock for which this Warrant is exercisable that would
                   otherwise be required may be postponed (except in the case of
                   a subdivision or combination of shares of the Common Stock,
                   as provided for in Section 4(b)) up to, but not beyond the
                   date of exercise if such adjustment either by itself or with
                   other adjustments not previously made adds or subtracts less
                   than one percent (1%) of the shares of Common Stock for which
                   this Warrant is exercisable immediately prior to the making
                   of such adjustment. Any adjustment representing a change of
                   less than such minimum amount (except as aforesaid) which is
                   postponed shall be carried forward and made as soon as such
                   adjustment,


                                       11
<PAGE>


                   together with other adjustments required by this Section 4
                   and not previously made, would result in a minimum adjustment
                   or on the date of exercise. For the purpose of any
                   adjustment, any specified event shall be deemed to have
                   occurred at the close of business on the date of its
                   occurrence.

                          (iii)   Fractional Interests. In computing adjustments
                   under this Section 4, fractional interests in Common Stock
                   shall be taken into account to the nearest one one-hundredth
                   (1/100th) of a share.

                          (iv)    When Adjustment Not Required. If the Issuer
                   shall take a record of the holders of its Common Stock for
                   the purpose of entitling them to receive a dividend or
                   distribution or subscription or purchase rights and shall,
                   thereafter and before the distribution to stockholders
                   thereof, legally abandon its plan to pay or deliver such
                   dividend, distribution, subscription or purchase rights, then
                   thereafter no adjustment shall be required by reason of the
                   taking of such record and any such adjustment previously made
                   in respect thereof shall be rescinded and annulled.

                   (j)    Form of Warrant after Adjustments. The form of this
Warrant need not be changed because of any adjustments in the Warrant Price or
the number and kind of Securities purchasable upon the exercise of this Warrant.

                   (k)    Escrow of Warrant Stock. If after any property becomes
distributable pursuant to this Section 4 by reason of the taking of any record
of the holders of Common Stock, but prior to the occurrence of the event for
which such record is taken, and the Holder exercises this Warrant, any shares of
Common Stock issuable upon exercise by reason of such adjustment shall be deemed
the last shares of Common Stock for which this Warrant is exercised
(notwithstanding any other provision to the contrary herein) and such shares or
other property shall be held in escrow for the Holder by the Issuer to be issued
to the Holder upon and to the extent that the event actually takes place, upon
payment of the current Warrant Price. Notwithstanding any other provision to the
contrary herein, if the event for which such record was taken fails to occur or
is rescinded, then such escrowed shares shall be cancelled by the Issuer and
escrowed property returned.

            5.     Notice of Adjustments. Whenever the Warrant Price or Warrant
Share Number shall be adjusted pursuant to Section 4 hereof (for purposes of
this Section 5, each an "adjustment"), the Issuer shall cause an executive
officer to prepare and execute a certificate setting forth, in reasonable
detail, the event requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated (including a description of the
basis on which the Board made any determination hereunder), and the Warrant
Price and Warrant Share Number after giving effect to such adjustment, and shall
cause copies of such certificate to be delivered to the Holder of this Warrant
promptly after each adjustment. Any dispute between the Issuer and the Holder of
this Warrant with respect to the matters set forth in such certificate may at
the option of the Holder of this Warrant be submitted to one of the national
accounting firms currently known as the "big five" selected by the Holder,
provided that the Issuer shall have ten (10) days after receipt of notice from
such Holder of its selection of such firm to object thereto, in which case such
Holder shall select another such firm and the Issuer


                                       12
<PAGE>


shall have no such right of objection. The firm selected by the Holder of this
Warrant as provided in the preceding sentence shall be instructed to deliver a
written opinion as to such matters to the Issuer and such Holder within thirty
(30) days after submission to it of such dispute. Such opinion shall be final
and binding on the parties hereto.

            6.     Fractional Shares. No fractional shares of Warrant Stock will
be issued in connection with and exercise hereof, but in lieu of such fractional
shares, the Issuer shall make a cash payment therefor equal in amount to the
product of the applicable fraction multiplied by the Per Share Market Value then
in effect.

            7.     Call. Notwithstanding anything herein to the contrary,
commencing one (1) year following the date the Registration Statement (as
defined below) is declared effective by the Securities and Exchange Commission,
the Issuer may call up to one hundred percent (100%) of this Warrant then still
outstanding by providing the Holder of this Warrant written notice pursuant to
Section 13 (the "Call Notice"); provided, that, in connection with any call by
the Issuer under this Section 7, (A) the Per Share Market Value of the Common
Stock has been greater than $3.00 for a period of twenty (20) consecutive
Trading Days immediately prior to the date of delivery of the Call Notice (a
"Call Notice Period"); (B) a registration statement under the Securities Act
providing for the resale of the (i) Warrant Stock and (ii) the shares of Common
Stock and the shares of Common Stock issuable upon conversion of the Issuer's
Series A Preferred Stock which are not saleable in the public securities market
pursuant to the exemption from registration under the Securities Act provided by
Rule 144(k) of Regulation D, issued pursuant to the Purchase Agreement, (the
"Registration Statement") is then in effect and has been effective, without
lapse or suspension of any kind, for a period of sixty (60) consecutive calendar
days, (C) trading in the Common Stock shall not have been suspended by the
Securities and Exchange Commission or the OTC Bulletin Board (or other exchange
or market on which the Common Stock is trading) and (D) the Issuer is in
material compliance with the terms and conditions of this Warrant and the other
Loan Documents (as defined in the Purchase Agreement); provided, further, that
the Registration Statement must be effective from the date of delivery of the
Call Notice until the date which is the later of (i) the date the Holder
exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after
the Holder receives the Call Notice (the "Early Termination Date"). The rights
and privileges granted pursuant to this Warrant with respect to the shares of
Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall
expire on the Early Termination Date if this Warrant is not exercised with
respect to such Called Warrant Shares prior to such Early Termination Date. In
the event this Warrant is not exercised with respect to the Called Warrant
Shares, the Issuer shall remit to the Holder of this Warrant (i) $.01 per Called
Warrant Share and (ii) a new Warrant representing the number of shares of
Warrant Stock, if any, which shall not have been subject to the Call Notice upon
the Holder tendering to the Issuer the applicable Warrant certificate.

            8.     Certain Exercise Restrictions.

                   (a)    Notwithstanding anything to the contrary set forth in
this Warrant, at no time may a Holder of this Warrant exercise this Warrant if
the number of shares of Common Stock to be issued pursuant to such exercise
would cause the number of shares of Common


                                       13
<PAGE>


Stock owned by the Holder at such time to exceed, when aggregated with all other
shares of Common Stock owned by such Holder at such time, the number of shares
of Common Stock which would result in such Holder beneficially owning (as
determined in accordance with Section 13(d) of the Exchange Act and the rules
thereunder) in excess of 4.9% of all of the Common Stock outstanding at such
time; provided, however, that upon the Holder of this Warrant providing the
Issuer with seventy-five (75) days notice (pursuant to Section 13 hereof) (the
"Waiver Notice") that such Holder would like to waive this Section 8(a) with
regard to any or all shares of Common Stock issuable upon exercise of this
Warrant, this Section 8(a) will be of no force or effect with regard to all or a
portion of the Warrant referenced in the Waiver Notice; provided, further, that
this provision shall be of no further force or effect (i) during the
seventy-five (75) days immediately preceding the expiration of the term of this
Warrant or (ii) upon the Holder's receipt of a Call Notice.

                   (b)    Notwithstanding anything to the contrary set forth in
this Warrant, at no time may a Holder of this Warrant exercise this Warrant if
the number of shares of Common Stock to be issued pursuant to such exercise
would cause the number of shares of Common Stock owned by the Holder at such
time to exceed, when aggregated with all other shares of Common Stock owned by
such Holder at such time, the number of shares of Common Stock which would
result in such Holder beneficially owning (as determined in accordance with
Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.9% of
all of the Common Stock outstanding at such time; provided, however, that upon a
holder of this Warrant providing the Issuer with a Waiver Notice that such
holder would like to waive this Section 8(b) with regard to any or all shares of
Common Stock issuable upon exercise of this Warrant, this Section 8(b) shall be
of no force or effect with regard to those shares of Warrant Stock referenced in
the Waiver Notice; provided, further, that this provision shall be of no further
force or effect (i) during the seventy-five (75) days immediately preceding the
expiration of the term of this Warrant or (ii) upon the Holder's receipt of a
Call Notice.

            9.     Definitions. For the purposes of this Warrant, the following
terms have the following meanings:

                   "Additional Shares of Common Stock" means all shares of
            Common Stock (including Common Stock Equivalents) issued by the
            Issuer after the Original Issue Date, and all shares of Other
            Common, if any, issued by the Issuer after the Original Issue Date,
            except for Permitted Issuances.

                   "Board" shall mean the Board of Directors of the Issuer.

                   "Capital Stock" means and includes (i) any and all shares,
            interests, participations or other equivalents of or interests in
            (however designated) corporate stock, including, without limitation,
            shares of preferred or preference stock, (ii) all partnership
            interests (whether general or limited) in any Person which is a
            partnership, (iii) all membership interests or limited liability
            company interests in any limited liability company, and (iv) all
            equity or ownership interests in any Person of any other type.

                   "Certificate of Incorporation" means the Certificate of
            Incorporation of the Issuer as in effect on the Original Issue Date,
            and as hereafter from time to time amended,


                                       14
<PAGE>


            modified, supplemented or restated in accordance with the terms
            hereof and thereof and pursuant to applicable law.

                   "Common Stock" means the Common Stock, par value $.001 per
            share, of the Issuer and any other Capital Stock into which such
            stock may hereafter be changed.

                   "Common Stock Equivalent" means any Convertible Security or
            warrant, option or other right to subscribe for or purchase any
            Additional Shares of Common Stock or any Convertible Security.

                   "Common Stock Equivalent Consideration" has the meaning
            specified in Section 4 (i) (i) hereof.

                   "Convertible Securities" means evidences of Indebtedness,
            shares of Capital Stock or other Securities which are or may be at
            any time convertible into or exchangeable for Additional Shares of
            Common Stock. The term "Convertible Security" means one of the
            Convertible Securities.

                   "Exchange Act" means the Securities Exchange Act of 1934, as
            amended.

                   "Governmental Authority" means any governmental, regulatory
            or self-regulatory entity, department, body, official, authority,
            commission, board, agency or instrumentality, whether federal, state
            or local, and whether domestic or foreign.

                   "Holders" mean the Persons who shall from time to time own
            any Warrant. The term "Holder" means one of the Holders.

                   "Independent Appraiser" means a nationally recognized or
            major regional investment banking firm or firm of independent
            certified public accountants of recognized standing (which may be
            the firm that regularly examines the financial statements of the
            Issuer) that is regularly engaged in the business of appraising the
            Capital Stock or assets of corporations or other entities as going
            concerns, and which is not affiliated with either the Issuer or the
            Holder of any Warrant.

                   "Issuer" means QuantRx Biomedical Corporation, a Nevada
            corporation, and its successors.

                   "Majority Holders" means at any time the Holders of Warrants
            exercisable for a majority of the shares of Warrant Stock issuable
            under the Warrants at the time outstanding.

                   "Original Issue Date" means __________, 2005.

                   "OTC Bulletin Board" means the over-the-counter electronic
            bulletin board.


                                       15
<PAGE>


                   "Other Common" means any other Capital Stock of the Issuer of
            any class which shall be authorized at any time after the date of
            this Warrant (other than Common Stock) and which shall have the
            right to participate in the distribution of earnings and assets of
            the Issuer without limitation as to amount.

                   "Outstanding Common Stock" means, at any given time, the
            aggregate amount of outstanding shares of Common Stock, assuming
            full exercise, conversion or exchange (as applicable) of all
            options, warrants and other Securities which are convertible into or
            exercisable or exchangeable for, and any right to subscribe for,
            shares of Common Stock that are outstanding at such time.

                   "Permitted Issuances" means (i) the issuance of the Warrant
            Stock; (ii) issuances in connection with strategic license
            agreements or other partnering arrangements so long as such
            issuances are not for the exclusive purpose of raising capital;
            (iii) issuances (other than for cash) in connection with a merger,
            acquisition or consolidation of the Issuer or any of its
            Subsidiaries; (iv) issuances in connection with a bona fide firm
            underwritten public offering by the Issuer of its shares of Common
            Stock; (v) issuances after the Original Issue Date by the Issuer of
            Securities that result from commitments of the Issuer that are
            either described in the Issuer's periodic filings with the
            Securities and Exchange Commission or otherwise arose on or prior to
            the date hereof; (vi) issuances after the Original Issue Date of so
            many shares of Common Stock and the grant of options and warrants
            after the Original Issue Date to the Issuer's officers, directors
            and employees ("Issuer's Personnel" and each such issuance and grant
            an "Issuance and/or Grant to Issuer Personnel"), which

                                  (A)    shares of Common Stock issued to Issuer
                   Personnel plus

                                  (B)    the shares of Common Stock issuable
                   upon the exercise of such options and warrants granted to
                   Issuer Personnel,

            in aggregate, would not exceed 10% (the "Issuance Limit") of the
            aggregate of the number of the Issuer's shares of Common Stock

                          (C)     outstanding plus

                          (D)     issuable upon the exercise, conversion or
                   exchange of all Common Stock Equivalents outstanding
                   (excluding, however, from this subclause D shares issuable
                   upon exercise of warrants and options which are more than
                   125% of the Per Share Market Value of the Common Stock at the
                   time of such Issuance and/or Grant to Issuer Personnel),

            at the time the Permitted Issuance and/or Grant to Issuer Personnel
            is being calculated; provided that (1) the exercise price of such
            options and warrants at the time granted to Issuer Personnel shall
            not be less than the then Per Share Market Value of the Common Stock
            and (2) during the period from the Original Issuance Date through
            the twelve-month anniversary of the Original Issuance Date, the
            Issuance and/or Grant to Issuer


                                       16
<PAGE>


            Personnel shall not in the aggregate exceed one-third of the
            Issuance Limit at the time of such Issuance and/or Grant to Issuer
            Personnel, and during the period from the Original Issuance Date
            through the twenty-four month anniversary of the Original Issuance
            Date, the Issuance and/or Grant to Issuer Personnel shall not in
            aggregate exceed two-thirds of the then Issuance Limit at the time
            of such Issuance and/or Grant to Issuer Personnel; (vii) common
            stock or warrants to third party providers of goods or services
            provided or in satisfaction of outstanding liabilities, as approved
            by the Company's Board of Directors; (viii) securities issued upon
            the exercise, conversion or exchange of any Common Stock Equivalents
            outstanding on the Original Issue Date and shares of Common Stock
            hereafter issued upon the exercise of options hereafter granted
            pursuant to the Company's stock option plan as it now exists; (ix)
            any warrants, shares of Common Stock or other securities issued to a
            placement agent and its designees for the transactions contemplated
            by the Purchase Agreement or in any other sales of the Company's
            securities and any securities issued in connection with any
            financial advisory agreements of the Issuer and the shares of Common
            Stock issued upon exercise of any such warrants or conversion of any
            such other securities and (x) any Securities issued in connection
            with the Qualified Financing (as defined in the 8% Convertible
            Promissory Note issued by the Issuer on the date hereof.

                   "Person" means an individual, corporation, limited liability
            company, partnership, joint stock company, trust, unincorporated
            organization, joint venture, Governmental Authority or other entity
            of whatever nature.

                   "Per Share Market Value" means on any particular date (a) the
            closing bid price for a share of Common Stock in the
            over-the-counter market, as reported by the OTC Bulletin Board or in
            the National Quotation Bureau Incorporated or similar organization
            or agency succeeding to its functions of reporting prices) at the
            close of business on such date, or (b) if the Common Stock is not
            then reported by the OTC Bulletin Board or the National Quotation
            Bureau Incorporated (or similar organization or agency succeeding to
            its functions of reporting prices), then the average of the "Pink
            Sheet" quotes for the relevant conversion period, as determined in
            good faith by the holder, or (c) if the Common Stock is not then
            publicly traded the fair market value of a share of Common Stock as
            determined by the Board in good faith; provided, however, that the
            Majority Holders, after receipt of the determination by the Board,
            shall have the right to select, jointly with the Issuer, an
            Independent Appraiser, in which case, the fair market value shall be
            the determination by such Independent Appraiser; and provided,
            further that all determinations of the Per Share Market Value shall
            be appropriately adjusted for any stock dividends, stock splits or
            other similar transactions during such period. The determination of
            fair market value shall be based upon the fair market value of the
            Issuer determined on a going concern basis as between a willing
            buyer and a willing seller and taking into account all relevant
            factors determinative of value, and shall be final and binding on
            all parties. In determining the fair market value of any shares of
            Common Stock, no consideration shall be given to any restrictions on
            transfer of the Common Stock imposed by agreement or by federal or
            state securities laws, or to the existence or absence of, or any
            limitations on, voting rights.


                                       17
<PAGE>


                   "Purchase Agreement" means the Loan Letter Agreement dated as
            of ___________, 2005 among the Issuer and the lenders party thereto.

                   "Securities" means any debt or equity securities of the
            Issuer, whether now or hereafter authorized, any instrument
            convertible into or exchangeable for Securities or a Security, and
            any option, warrant or other right to purchase or acquire any
            Security. "Security" means one of the Securities.

                   "Securities Act" means the Securities Act of 1933, as
            amended, or any similar federal statute then in effect.

                   "Subsidiary" means any corporation at least 50% of whose
            outstanding Voting Stock shall at the time be owned directly or
            indirectly by the Issuer or by one or more of its Subsidiaries, or
            by the Issuer and one or more of its Subsidiaries.

                   "Term" has the meaning specified in Section 1 hereof.

                   "Trading Day" means (a) a day on which the Common Stock is
            traded on the OTC Bulletin Board, or (b) if the Common Stock is not
            traded on the OTC Bulletin Board, a day on which the Common Stock is
            quoted in the over-the-counter market as reported by the National
            Quotation Bureau Incorporated (or any similar organization or agency
            succeeding its functions of reporting prices); provided, however,
            that in the event that the Common Stock is not listed or quoted as
            set forth in (a) or (b) hereof, then Trading Day shall mean any day
            except Saturday, Sunday and any day which shall be a legal holiday
            or a day on which banking institutions in the State of New York are
            authorized or required by law or other government action to close.

                   "Voting Stock" means, as applied to the Capital Stock of any
            corporation, Capital Stock of any class or classes (however
            designated) having ordinary voting power for the election of a
            majority of the members of the Board of Directors (or other
            governing body) of such corporation, other than Capital Stock having
            such power only by reason of the happening of a contingency.

                   "Warrants" means the Warrants issued and sold pursuant to the
            Purchase Agreement, including, without limitation, this Warrant, and
            any other warrants of like tenor issued in substitution or exchange
            for any thereof pursuant to the provisions of Section 2(c), 2(d) or
            2(e) hereof or of any of such other Warrants.

                   "Warrant Consideration" has the meaning specified in Section
            4(i)(i) hereof.

                   "Warrant Price" initially means U.S. $1.50, as such price may
            be adjusted from time to time as shall result from the adjustments
            specified in this Warrant, including Section 4 hereto.

                   "Warrant Share Number" means at any time the aggregate number
            of shares of Warrant Stock which may at such time be purchased upon
            exercise of this Warrant, after


                                       18
<PAGE>


            giving effect to all prior adjustments and increases to such number
            made or required to be made under the terms hereof.

                   "Warrant Stock" means Common Stock issuable upon exercise of
            any Warrant or Warrants or otherwise issuable pursuant to any
            Warrant or Warrants.

            10.    Other Notices. In case at any time:

                                  (A)    the Issuer shall make any distributions
                   to the holders of Common Stock; or

                                  (B)    the Issuer shall authorize the granting
                   to all holders of its Common Stock of rights to subscribe for
                   or purchase any shares of Capital Stock of any class or of
                   any Common Stock Equivalents or other rights; or

                                  (C)    there shall be any reclassification of
                   the Capital Stock of the Issuer; or

                                  (D)    there shall be any capital
                   reorganization by the Issuer; or

                                  (E)    there shall be any (i) consolidation or
                   merger involving the Issuer or (ii) sale, transfer or other
                   disposition of all or substantially all of the Issuer's
                   property, assets or business (except a merger or other
                   reorganization in which the Issuer shall be the surviving
                   corporation and its shares of Capital Stock shall continue to
                   be outstanding and unchanged and except a consolidation,
                   merger, sale, transfer or other disposition involving a
                   wholly-owned Subsidiary); or

                                  (F)    there shall be a voluntary or
                   involuntary dissolution, liquidation or winding-up of the
                   Issuer or any partial liquidation of the Issuer or
                   distribution to holders of Common Stock;

then, in each of such cases, the Issuer shall give written notice to the Holder
of the date on which (i) the books of the Issuer shall close or a record shall
be taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, disposition,
dissolution, liquidation or winding-up, as the case may be, shall take place.
Such notice also shall specify the date as of which the holders of Common Stock
of record shall participate in such dividend, distribution or subscription
rights, or shall be entitled to exchange their certificates for Common Stock for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, disposition, dissolution, liquidation
or winding-up, as the case may be. Such notice shall be given at least ten (10)
days prior to the action in question and not less than ten (10) days prior to
the record date or the date on which the Issuer's transfer books are closed in
respect thereto. This Warrant entitles the Holder to receive


                                       19
<PAGE>


copies of all financial and other information distributed or required to be
distributed to the holders of the Common Stock.

            11.    Amendment and Waiver. Any term, covenant, agreement or
condition in this Warrant may be amended, or compliance therewith may be waived
(either generally or in a particular instance and either retroactively or
prospectively), by a written instrument or written instruments executed by the
Issuer and the Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 11 without the consent of the Holder of this Warrant.

            12.    Governing Law. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York, without
giving effect to any of the conflicts of law principles which would result in
the application of the substantive law of another jurisdiction. This Warrant
shall not be interpreted or construed with any presumption against the party
causing this Warrant to be drafted.

            13.    Notices. Any and all notices or other communications or
deliveries required or permitted to be provided hereunder shall be in writing
and shall be deemed given and effective on the earlier of (i) the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified for notice prior to 5:00 p.m., eastern
time, on a Trading Day, (ii) the Trading Day after the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile
telephone number specified for notice later than 5:00 p.m., eastern time, on any
date and earlier than 11:59 p.m., eastern time, on such date, (iii) the Trading
Day following the date of mailing, if sent by nationally recognized overnight
courier service or (iv) actual receipt by the party to whom such notice is
required to be given. The addresses for such communications shall be with
respect to the Holder of this Warrant or of Warrant Stock issued pursuant
hereto, addressed to such Holder at its last known address or facsimile number
appearing on the books of the Issuer maintained for such purposes, or with
respect to the Issuer, addressed to:

                          QuantRx Biomedical Corporation
                          321 Norristown Road
                          Suite 230
                          Ambler, PA 19002
                          Attn: Mr. Walter Witoshkin

Any party hereto may from time to time change its address for notices by giving
at least ten (10) days written notice of such changed address to the other party
hereto.

            14.    Warrant Agent. The Issuer may, by written notice to each
Holder of this Warrant, appoint an agent having an office in New York, New York
for the purpose of issuing shares of Warrant Stock on the exercise of this
Warrant pursuant to subsection (b) of Section 2 hereof, exchanging this Warrant
pursuant to subsection (d) of Section 2 hereof or replacing this Warrant
pursuant to subsection (d) of Section 3 hereof, or any of the foregoing, and
thereafter any such


                                       20
<PAGE>


issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.

            15.    Remedies. The Issuer stipulates that the remedies at law of
the Holder of this Warrant in the event of any default or threatened default by
the Issuer in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.

            16.    Successors and Assigns. This Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the successors and
assigns of the Issuer, the Holder hereof and (to the extent provided herein) the
Holders of Warrant Stock issued pursuant hereto, and shall be enforceable by any
such Holder or Holder of Warrant Stock.

            17.    Modification and Severability. If, in any action before any
court or agency legally empowered to enforce any provision contained herein, any
provision hereof is found to be unenforceable, then such provision shall be
deemed modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the preceding
sentence, the unenforceability of such provision shall not affect the other
provisions of this Warrant, but this Warrant shall be construed as if such
unenforceable provision had never been contained herein.

            18.    Headings. The headings of the Sections of this Warrant are
for convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

            19.    No Rights of Stockholder. The Holder shall not have, solely
on account of such status, any rights of a stockholder of the Issuer, either at
law or in equity, or to any notice of meetings of stockholders or of any other
proceedings of the Issuer, except as provided in this Warrant.


                                       21
<PAGE>


            IN WITNESS WHEREOF, the Issuer has executed this Warrant as of the
day and year first above written.


                                         QUANTRX BIOMEDICAL CORPORATION



                                         By:
                                            ------------------------------------
                                            Name:
                                            Title:









                                       22
<PAGE>


                                  EXERCISE FORM
                                     WARRANT

                         QUANTRX BIOMEDICAL CORPORATION

The undersigned _______________, pursuant to the provisions of the within
Warrant, hereby elects to purchase _____ shares of Common Stock of QuantRx
Biomedical Corporation covered by the within Warrant.

Dated:                              Signature
       -----------------                      ----------------------------------

                                    Address
                                              ---------------------
                                              ---------------------

Number of shares of Common Stock beneficially owned or deemed beneficially owned
by the Holder on the date of Exercise determined in accordance with Section 16
of the Securities Exchange Act of 1934, as amended:
                                                    -------------------------

                                   ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby and does
irrevocably constitute and appoint _____________, attorney, to transfer the said
Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                      ----------------------------------

                                    Address
                                              ---------------------
                                              ---------------------


                               PARTIAL ASSIGNMENT

FOR VALUE RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant Stock
evidenced by the within Warrant together with all rights therein, and does
irrevocably constitute and appoint ___________________, attorney, to transfer
that part of the said Warrant on the books of the within named corporation.

Dated:                              Signature
       -----------------                      ----------------------------------

                                    Address
                                              ---------------------
                                              ---------------------


                           FOR USE BY THE ISSUER ONLY:


                                       23
<PAGE>


This Warrant No. W-_____ canceled (or transferred or exchanged) this _____ day
of ___________, _____, shares of Common Stock issued therefor in the name of
_______________, Warrant No. W-_____ issued for ____ shares of Common Stock in
the name of _______________.