STOCK
      PLEDGE AGREEMENT

    


    Stock
      Pledge Agreement (this “Agreement”), dated as of January 23, 2008, by and
      between QUANTRX
      BIOMEDICAL CORPORATION,
      a Nevada
      corporation, with
      its
      principal place of business at 100 South Main Street, Suite 300, Doylestown,
      Pennsylvania 18901 (the
      “Pledgor”) and
      PLATINUM
      LONG TERM GROWTH VII LLC, with
      a business
      address of 152 West 57th
      Street,
      54th
      Floor,
      New York, New York 10019 (the “Secured Party”).

     

    WITNESSETH

    


    WHEREAS,
      the
      Pledgor has delivered to the Secured Party a senior secured promissory note,
      dated
      as
      of January 23, 2008,
      in the
      principal amount of $1,407,246.58 (together with any Other Notes or PIK Notes
      (each as defined in the Note) the “Notes”); 

    


    WHEREAS,
      the
      Secured Party requires, as a condition to the extension of credit to the Pledgor
      pursuant to the Notes, that the Pledgor pledge all of its right, title and
      interest in and to the shares of stock in Fluoropharma, Inc. and Genomics USA,
      Inc. (the “Portfolio Entities”) held by it to secure the obligations of the
      Pledgor under the Notes;

    


    WHEREAS,
      the
      Pledgor has deposited with the Secured Party, as collateral security for the
      payment of the obligations of the Pledgor under the Notes, the stock (the
“Pledged Shares”) described in Schedule 1 attached hereto, being all of the
      outstanding shares of capital stock or ownership interests in the Portfolio
      Entities
      held
      by
      the
      Pledgor (together with duly executed stock powers in blank covering such Pledged
      Shares); and 

    


    WHEREAS,
      the
      Secured Party would not be willing to extend credit to the Pledgor unless the
      Pledgor shall have pledged the Pledged Shares to the Secured Party pursuant
      to
      this Agreement. 

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants herein contained, and in
      further consideration of the Secured Party’s extension of credit to the Pledgor,
      the parties hereby agree as follows:

    


    Section
      1
      - Pledge.
      The
      Pledgor hereby pledges to the Secured Party, and grants to the Secured Party
      a
      continuing security interest in, the following (the “Pledged
      Collateral”):

    


    (i) The
      Pledged Shares and the certificates representing the Pledged Shares, and all
      dividends (whether stock dividends or cash dividends), and cash, instruments
      and
      other property from time to time received, receivable or otherwise distributed
      in respect of or in exchange for any or all of the Pledged Shares;

    


    (ii) Any
      and
      all rights held or owned by the Pledgor to acquire additional shares of stock
      or
      other securities of the issuers of the Pledged Shares;

    


    (iii) All
      additional shares of stock of the issuers of the Pledged Shares from time to
      time acquired by the Pledgor by stock split or by the exercise of any conversion
      or option rights, and the certificates representing such additional shares,
      and
      all dividends, cash, instruments and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares; and

     

    
      
         

      

      
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    (iv) Any
      and
      all proceeds of any of the foregoing upon the sale or other disposal of the
      foregoing for any reason.

    


    Section
      2
      - Security
      for Obligations; Covenants; Representations.
      This
      Agreement secures the payment of all payment obligations of the Pledgor now
      or
      hereafter existing under the Notes (all such obligations being referred to
      as
      the “Obligations”). The Pledgor makes the representations and warranties set
      forth on Annex
      A
      hereto.

    


    Section
      3
      - Further
      Assurances.
      The
      Pledgor agrees that at any time and from time to time, at the expense of the
      Pledgor, the Pledgor will promptly execute and deliver all further instruments
      and documents, and take all further action, that may be reasonably necessary,
      or
      that the Secured Party may reasonably request, in order to perfect any security
      interest granted or purported to be granted hereby or to enable the Secured
      Party to exercise and enforce its rights and remedies hereunder with respect
      to
      any Pledged Collateral. 

    


    Section
      4
      - Voting
      Rights; Dividends; Etc.
      So long
      as no Event of Default (as defined in the Notes) exists and is
      continuing:

    


    (i) The
      Pledgor shall be entitled to exercise any and all voting and other consequential
      rights pertaining to the Pledged Collateral or any part thereof for any purpose
      not inconsistent with the terms of this Agreement.

    


    (ii) The
      Pledgor shall be entitled to receive and retain any and all cash dividends
      paid
      in respect of the Pledged Collateral. 

    


    Section
      5
      - Transfers
      and Other Liens; Additional Shares.
      The
      Pledgor agrees that it will not sell or otherwise dispose of, or grant any
      option with respect to, any of the Pledged Collateral, or create or permit
      to
      exist any lien, security interest, or other charge or encumbrance upon or with
      respect to any of the Pledged Collateral, except for the security interest
      under
      this Agreement.

    


    Section
      6
      - Secured
      Party Appointed Attorney-in-Fact.
      The
      Pledgor hereby appoints the Secured Party attorney-in-fact, with full authority
      in the place and stead of the Pledgor and in the name of the Pledgor or
      otherwise, to take any action and to execute any instrument that the Secured
      Party may deem necessary to accomplish the purposes of this Agreement,
      including, without limitation, upon and during the continuation of any Event
      of
      Default, to receive, endorse and collect all instruments made payable to the
      Pledgor representing any dividend, interest payment or other distribution in
      respect of the Pledged Collateral or any part thereof and to give full discharge
      for the same. 

    


    Section
      7
      - Remedies
      upon Default.
      If (but
      only if) any Event of Default, as defined in the Notes, shall have occurred
      and
      be continuing:

    


    (a) Upon
      written notice from the Secured Party, the right of Pledgor to receive dividends
      and to vote the Pledged Shares shall cease, and all such rights shall become
      vested in the Secured Party. In addition to other rights and remedies provided
      for herein or otherwise available to it, the Secured Party may exercise all
      the
      rights and remedies of a secured party on default under the Uniform Commercial
      Code in effect in the State of New York at that time, and the Secured Party
      may
      also, without notice except as specified below, sell the Pledged Collateral
      or
      any part thereof, in accordance with and subject to applicable law, for cash,
      on
      credit or for future delivery, and upon such other terms as are commercially
      reasonable. The Secured Party shall not be obligated to make any sale of Pledged
      Collateral regardless of notice of sale having been given.

     

    
      
         

      

      
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    (b) Any
      cash
      held by the Secured Party as Pledged Collateral and all cash proceeds received
      by the Secured Party from any sale of or collection from all or any part of
      the
      Pledged Collateral, may be held by the Secured Party as collateral for, and/or
      be applied in whole or in part by the Secured Party against, all or any part
      of
      the Obligations. Any surplus of such cash or cash proceeds held by the Secured
      Party and remaining after payment in full of all of the Obligations shall be
      paid to the Pledgor.

    


    (c) Notwithstanding
      anything to the contrary contained herein, the Secured Party shall not take
      any
      action with respect to the Pledged Shares pursuant to an exercise of its rights
      as a secured party hereunder unless the Secured Party shall have given the
      Pledgor at least 120 days prior written notice of such action (which notice
      shall not be given prior to the occurrence of an Event of Default); provided,
      that,
      no such
      prior written notice shall be required in connection with any action taken
      by
      the Secured Party reasonably necessary to perfect the security interest granted
      hereby and protect its rights in and to the Pledged Shares. 

    


    Section
      8
      - Enforcement
      Rights.
      If the
      Secured Party shall determine to exercise its right hereunder to sell all or
      any
      of the Pledged Collateral, the Pledgor agree(s) that, upon request of the
      Secured Party, the Pledgor will do or cause to be done all such other acts
      and
      things as may be reasonably necessary to make such sale of the Pledged
      Collateral or any part thereof valid and binding and in compliance with
      applicable law. The Pledgor recognizes that the Secured Party may be limited
      in
      its ability to effect a sale to the public of all or part of the Pledged
      Collateral by reason of certain prohibitions in the Securities Act of 1933,
      as
      amended, or other federal or state securities laws (collectively, the
“Securities Laws”), and may be compelled to resort to one or more sales to a
      restricted group of purchasers who may be required to agree to acquire the
      Pledged Collateral for their own account, for investment and not with a view
      to
      the distribution or resale thereof. The Pledgor agrees that sales so made may
      be
      at prices and on terms less favorable than if the Pledged Collateral were sold
      to the public, and that the Secured Party has no obligation to delay the sale
      of
      any Pledged Collateral for the period of time necessary to register (or
      otherwise qualify for an exemption with respect to) the Pledged Collateral
      for
      sale to the public under the Securities Laws. The Pledgor shall reasonably
      cooperate with the Secured Party in its attempt to satisfy any requirements
      under the Securities Laws. 

    


    Section
      9
      - Security
      Interest Absolute.
      All
      rights of the Secured Party and security interest hereunder, and all obligations
      of the Pledgor hereunder, shall be absolute and unconditional irrespective
      of:

    


    (i) any
      lack
      of validity or enforceability of the Notes or any other document or agreement
      delivered by the Pledgor or its affiliates in connection with the Notes (the
      “Loan Documents”) or agreement or instrument relating thereto;

     

    
      
         

      

      
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    (ii) any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Obligations, or any amendment or waiver or any consent to any
      departure from the Notes or any other Loan Document;

    


    (iii) any
      exchange, release or non-perfection of any other collateral, or any release
      or
      amendment or waiver of, or consent to departure from, any guaranty, for all
      or
      any of the obligations of the Pledgor under the Loan Documents; or

    


    (iv) any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of the Pledgor, any other party to any Loan Document, or a third
      party
      obligor except for such waivers as are required by applicable law and cannot
      be
      waived under applicable law.

    


    Section
      10 - Amendment.
      No
      amendment or waiver of any provisions of this Agreement shall be effective
      unless the same shall be in writing and signed by the Secured Party and the
      Pledgor, and then such waiver or consent shall be effective only in the specific
      instance and for the specific purpose for which given.

    


    Section
      11 - Continuing
      Security Interest; Transfer of Note(s).
      This
      Agreement shall create a continuing security interest in the Pledged Collateral
      and shall (i) remain in full force and effect until payment in full of the
      Obligations (other than contingent indemnity obligations), (ii) be binding
      upon
      the Pledgor, its successors and assigns, and (iii) inure to the benefit of
      the
      Secured Party and its successors, transferees and assigns. Upon the earlier
      to
      occur of (i) February 14, 2008 (unless (A) an Event of Default (as defined
      in
      the Notes) shall have occurred under the Notes and be continuing or (B) the
      Secured Party shall have fully funded the Platinum Follow-On Investment(as
      defined in the Purchase Agreement)) and (ii) the payment in full of the
      Obligations (including as a result of a conversion in full of the Notes) and
      the
      termination of any obligation of the Secured Party to extend any credit
      thereunder, this Agreement shall automatically terminate without further action
      on the part of either of the parties hereto and the Secured Party shall promptly
      deliver such of the Pledged Collateral as shall not have been sold or otherwise
      applied pursuant to the terms hereof to the Pledgor and take any action
      reasonably requested by the Pledgor to cause the release of the security
      interests created hereunder. 

    


    Section
      12 - Governing
      Law; Terms.
      This
      Agreement shall be governed by the laws of the State of New York, without regard
      to the choice of law provisions thereof. The Pledgor agrees that any suit for
      the enforcement of this Agreement may be brought in the courts of the State
      of
      New York or any federal court sitting in such state and consents to the
      non-exclusive jurisdiction of each such court and to service of process in
      any
      such suit being made upon the Pledgor by mail at the address specified above.
      Unless otherwise defined herein, capitalized terms used herein shall have the
      respective meanings given in the Notes.

     

    
      
         

      

      
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    Section
      13 - Expenses.
      The
      Pledgor will upon demand pay to the Secured Party the amount of any and all
      reasonable expenses, including the reasonable fees and expenses of its counsel
      and of any experts and agents, which the Secured Party may incur in connection
      with (i) any amendment to, or consents or waivers requested under, this
      Agreement, (ii) the custody or preservation of, or the sale, collection from,
      or
      other realization upon, any of the Pledged Collateral, (iii) the exercise or
      enforcement of any of the rights of the Secured Party hereunder or (iv) the
      failure by the Pledgor to perform or observe any of the provisions
      hereof.

    


    Section
      14 - Collateral
      Agent.
      This
      Agreement shall be subject to Section 5(b) of the Letter Loan Agreement, dated
      as of January 23, 2008, between the Pledgor and the Secured Party (the “Purchase
      Agreement”). If Other Notes are issued to persons other than the Secured Party,
      the Pledged Collateral identified herein shall be held for the ratable benefit
      of the Secured Party and such other persons as set forth in the Purchase
      Agreement.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF,
      the
      Pledgor and the Secured Party have executed and delivered this Pledge Agreement
      as of the date first above written.

     

    
      	
              QUANTRX
                BIOMEDICAL CORPORATION

            
	 
	 
	
              By:

              
                

              

              Name:

              Title:

            
	 
	 
	
              PLATINUM
                LONG TERM GROWTH VII LLC

            
	 
	 
	
              By:

              
                

              

              
              

              Name:

              Title:

            


    

     

    
      
         

      

      
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    SCHEDULE
      1

     

    
      
        	
                Name
                  of  Issuer

              	 	 	
                Class
                  of 

                Stock

              	
                 

              	
                 

              	
                Stock
                  Certificate

                No.

              	
                 

              	
                 

              	
                No.
                  of shares

                owned

              	
                 

              	
                 

              	
                Percentage
                  of

                Issuer
                  owned

              	 
	
                Fluoropharma,
                  Inc.

              	 	 	
                Common

              	 	 	
                C16

                C21

                C25

                C26

                C27

                C40

                C42

                C43

              	 	 	
                1,050,000

                46,170

                100,000

                100,000

                100,000

                118,772

                81,228

                627,058

              	 	 	
                58

              	
                %

              
	
                Genomics
                  USA, Inc.

              	 	 	
                Common

              	 	 	
                1

                6

              	 	 	
                112,875

                31,149

              	 	 	
                12

              	
                %

              


      

    

     

    
      
         

      

      
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    Annex
      A

    


     

    The
      Pledgor represents and warrants to the Secured Party that:

     

    
      	
              1.1

            	
              the
                Pledged Shares represent approximately 58% and 12% respectively of
                the
                shares of common stock issued by Fluoropharma, Inc. and Genomics
                USA,
                Inc.;

            


    

    


    
      	
              1.2

            	
              subject
                to restrictions on transfer applicable to certain of the Pledged
                Shares
                under the Securities Act of 1933, as amended, and other applicable
                securities law, the Pledged Shares are freely transferable on the
                books of
                the issuers of the Pledged Shares and no consents or approvals are
                required in order to register a transfer of the Pledged
                Shares;

            


    

     

    
      	
              1.3

            	
              this
                Agreement constitutes its legal, valid, binding and enforceable obligation
                and is a first priority security interest over the Pledged Shares
                effective in accordance with its
                terms;

            


    

     

    
      	
              1.4

            	
              subject
                to restrictions on transfer applicable to certain of the Pledged
                Shares
                under the Securities Act of 1933, as amended, and other applicable
                securities law, the execution, delivery, observance and performance
                by the
                Pledgor of this Agreement will not require the Pledgor to obtain
                any
                licenses, consents or approvals and will not result in any violation
                of
                any law, statute, ordinance, rule or regulation applicable to it;
                and

            


    

     

    
      	
              1.5

            	
              it
                has obtained all the necessary authorizations and consents to enable
                it to
                enter into this Agreement and the necessary authorizations and consents
                will remain in full force and effect at all times during the substance
                of
                the security constituted by this
                Agreement.

            


    

     

    
      
         

      

      
        8