THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAW 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.

    

      QUANTRX
        BIOMEDICAL
        CORPORATION

    

    


    Senior
      Secured Convertible Promissory Note

    

      
        	
                U.S.
                  $1,407,246.58

              	 	
                Issuance
                  Date: January 23, 2008

              
	
                No.:

              	 	
                Maturity
                  Date: January 23,
                  2009

              


      

    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, QuantRx Biomedical Corporation, a Nevada corporation (the
“Company”),
      hereby promises to pay to the order of Platinum Long Term Growth VII LLC, or
      any
      future permitted holder of this Senior Secured Convertible Promissory Note
      (the
“Payee”),
      at
      the principal office of the Payee set forth herein, or at such other place
      as
      the holder may designate in writing to the Company, the principal sum of One
      Million Four Hundred and Seven Thousand Two Hundred Forty Six Dollars and
      Fifty-Eight Cents ($1,407,246.58) or such other amount as may be outstanding
      hereunder, together with all accrued but unpaid interest, in such coin or
      currency of the United States of America as at the time shall be legal tender
      for the payment of public and private debts and in immediately available funds,
      as provided in this Senior Secured Convertible Promissory Note (this
“Note”).
      

    


    1. Automatic
      Exchange of Principal and Interest into Qualified Financing.
       The
      outstanding principal amount of this Note together with all accrued but unpaid
      interest hereunder (the “Outstanding
      Balance”),
      shall
      automatically, without any action on the part of the Payee or the Company be
      exchanged into securities issued in an Equity Financing (as defined below)
      or a
      combination of Equity Financings following the Issuance Date with gross proceeds
      totaling at least $5,660,000 (the “Qualified
      Financing”);
      provided,
      however,
      such
      $5,660,000 shall be reduced by the principal amount represented by this Note
      and
      the Other Notes (as defined below) up to an aggregate maximum (together with
      this Note) of $2,250,000 issued by the Company; provided,
      further,
      that
      for purposes of determining the number of equity
      securities, including warrants issued in such Qualified Financing,
      to be
      received by the Payee upon such exchange, the Payee shall be deemed to have
      tendered 115% of the Outstanding Balance of this Note as payment of the purchase
      price in the Qualified Financing. Upon such exchange pursuant to a Qualified
      Financing, the Payee shall be deemed to be a purchaser in such Qualified
      Financing and shall be granted all material rights afforded a purchaser in
      the
      Qualified Financing. For purposes of this Note, “Equity
      Financing”
shall
      mean the issuance and sale by the Company of its equity securities, or
      securities convertible into its equity securities, the primary purpose of which
      is to raise capital for the Company, provided, however, that an Equity Financing
      shall not be deemed to include the following issuances: (1) shares of common
      stock issuable or issued to employees, independent contractors, consultants,
      directors or vendors of this Company directly or pursuant to a stock option
      plan, restricted stock plan or other agreement approved by the Board of
      Directors of this Company; (2) shares of common stock issued for the purpose
      of
      (I) a joint venture, technology licensing or research and development activity,
      (II) distribution or manufacture of the Company’s products or services, or (III)
      any other transaction involving a corporate partner that is primarily for a
      purpose other than raising capital through the sale of equity securities; (3)
      shares of common stock issuable upon conversion of shares of preferred stock;
      (4) securities issued for the acquisition of another corporation by the Company
      by merger, purchase of substantially all of the assets of such corporation
      or
      other reorganization; (5) securities issued as a dividend or distribution on
      preferred stock; (6) securities issued as a dividend on common stock where
      the
      Company declares or pays a common stock dividend on the preferred stock in
      the
      same manner as declared or paid on the common stock; (7) shares of common stock
      issuable or shares of preferred stock issuable upon conversion or exercise
      of
      options, warrants, notes or other securities or rights granted pursuant to
      a
      loan or commercial lease transaction; or (8) by way of dividend or other
      distribution on shares of common stock excluded from the definition of
      additional stock by the foregoing clauses (1), (2), (3), (4), (5), (6), (7),
      or
      this clause (8). Notwithstanding the above, the Company shall give the Payee
      at
      least 10 business days’ prior written notice of a Qualified Financing and shall
      honor all Conversion Notices delivered by the Payee prior to the date of such
      Qualified Financing. If a Qualified Financing is comprised of a combination
      of
      Equity Financings, the Payee may elect the Equity Financing into which the
      Outstanding Balance automatically converts, provided that such Equity Financing
      has gross proceeds totaling at least $1 million (exclusive of the conversion
      of
      the Outstanding Balance). Notwithstanding anything to the contrary contained
      herein, the Platinum Follow-On Investment and the issuance of the Other Notes
      shall not be deemed to be an Equity Financing hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Voluntary
      Conversion of Principal and Interest.
      Subject
      to the terms of this Section 2, the Payee shall have the right, prior to the
      Maturity Date, at the Payee’s sole option, to convert the Outstanding Balance
      (the “Conversion
      Option”)
      into
      such number of fully paid and non-assessable shares of the Company’s common
      stock (the “Conversion
      Shares”)
      as is
      determined in accordance with the following formula: the Outstanding Balance
      divided
      by
      $0.50
      (the “Conversion
      Price”).
      If
      the Payee desires to exercise the Conversion Option, the Payee shall, by
      personal delivery or nationally-recognized overnight carrier, surrender the
      original of this Note and give written notice to the Company (the “Conversion
      Notice”),
      which
      Conversion Notice shall (a) state the Payee’s election to exercise the
      Conversion Option, and (b) provide for a representation and warranty
      of the Payee to the Company that, as of the date of the Conversion Notice,
      the
      Payee has not assigned or otherwise transferred all or any portion of the
      Payee’s rights under this Note to any third parties. The Company shall, as soon
      as practicable thereafter, but in no event greater than seven (7) business
      days,
      issue and deliver to the Payee the number of Conversion Shares to which the
      Payee shall be entitled upon exercise of the Conversion Option. 

     

    3. Mandatory
      Conversion of Principal and Interest.
      Subject
      to an effective registration statement covering all of the Conversion Shares,
      if
      the closing bid price of the Company's common stock is equal to or greater
      than
      250% of the Conversion Price for ten (10) consecutive trading days, then the
      Outstanding Balance shall be automatically converted, without any action on
      the
      part of the Payee or the Company, into Conversion Shares as is determined in
      accordance with the following formula: the Outstanding Balance divided
      by
      the
      Conversion Price.

     

    4. Seniority
      and Ranking; Covenants.
      This
      Note shall rank senior to the Company’s currently issued and outstanding
      indebtedness and equity securities; provided, however, this Note shall rank
      pari-passu with respect to certain other senior secured convertible promissory
      notes of the Company of like tenor herewith and on substantially the same terms
      hereof (including, without limitation, with respect to conversion price) (the
      “Other
      Notes”),
      in an
      aggregate principal amount not to exceed $2,250,000, inclusive of this Note
      and
      excluding the PIK Notes (as defined below in Section 5(b)) (this Note together
      with the Other Notes and the PIK Notes shall be referred to as the “Notes”).
      The
      Company may not issue any new indebtedness while at least 50% of the original
      principal amount of the issued Notes in the aggregate remain outstanding, other
      than the PIK Notes, the Other Notes and indebtedness incurred in the ordinary
      course of business, without the consent of the holders of at least 75% of the
      principal amount of the then outstanding Notes. Further, the Company agrees
      that, for so long as this Note is outstanding, without the consent of the
      holders of at least 75% of the principal amount of the then outstanding
      Notes:

     

    (a) the
      Company shall not enter into, create, incur, assume or suffer to exist any
      liens, security interests, charges, claims or other encumbrances of any kind
      (collectively, “Liens”) on or with respect to any of its assets now owned or
      hereafter acquired or any interest therein or any income or profits therefrom
      other than (i) Liens for taxes, assessments and other governmental charges
      or
      levies not yet due or Liens for taxes, assessments and other governmental
      charges or levies being contested in good faith and by appropriate proceedings
      for which adequate reserves (in the good faith judgment of the management of
      the
      Company) have been established in accordance with GAAP; (ii) Liens imposed
      by
      law which were incurred in the ordinary course of the Company’s business, such
      as carriers’, warehousemen’s and mechanics’ Liens, statutory landlords’ Liens,
      and other similar Liens arising in the ordinary course of the Company’s
      business, and which (x) do not individually or in the aggregate materially
      detract from the value of such property or assets or materially impair the
      use
      thereof in the operation of the business of the Company and its consolidated
      subsidiaries or (y) are being contested in good faith by appropriate
      proceedings, which proceedings have the effect of preventing for the foreseeable
      future the forfeiture or sale of the property or asset subject to such Lien;
      and
      (iii) Liens arising pursuant to the Security Documents (as defined in the Letter
      Loan Agreement, dated as of the date hereof, between the Company and the
      Payee);

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) the
      Company shall comply in all material respects with its obligations under this
      Note, the Other Notes and the other Loan Documents (as defined in the Letter
      Loan Agreement, dated as of the date hereof, between the Company and the
      Payee);

     

    (c) the
      Company shall not (i) merge or consolidate or, other than in the ordinary course
      of its business, sell or dispose of all its assets or any substantial portion
      thereof (other than, with respect to its intellectual property, pursuant to
      licensing agreements determined to be in the best interests of the Company
      by
      its Board of Directors) or (ii) in any way or manner alter its organizational
      structure or effect a change of entity; 

     

    (d) the
      Company shall comply with law in all material respects and duly observe and
      conform in all material respects to all valid requirements of governmental
      authorities relating to the conduct of its business or to its properties or
      assets; and

     

    (e) other
      than with respect to transactions with Fluoropharma, Inc. and Genomics USA,
      Inc., the Company shall not engage in any transactions with any officer,
      director, employee or any affiliate of the Company, including any contract,
      agreement or other arrangement providing for the furnishing of services to
      or
      by, providing for rental of real or personal property to or from, or otherwise
      requiring payments to or from any officer, director or such employee or, to
      the
      knowledge of the Company, any entity in which any officer, director, or any
      such
      employee has a substantial interest or is an officer, director, trustee or
      partner, in each case in excess of $50,000, other than (i) for payment of
      reasonable salary for services actually rendered, and the issuance of options
      to
      purchase shares of Common Stock pursuant to the Company’s equity compensation
      plans, each as approved by the Board of Directors of the Company as fair in
      all
      respects to the Company, and (ii) reimbursement for expenses incurred on behalf
      of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Principal
      and Interest Payments.
      

     

    (a) The
      Company shall repay the entire Outstanding Balance on January 23, 2009 (the
      “Maturity
      Date”).
      

     

    (b)  Interest
      on the outstanding principal balance of this Note shall accrue at a rate of
      ten
      percent (10%) per annum. Interest on the outstanding principal balance of this
      Note shall be computed on the basis of the actual number of days elapsed and
      a
      year of three hundred and sixty-five (365) days and shall be payable quarterly
      in arrears, on the last day of each calendar quarter, in cash. At the Payee’s
      sole option, the Payee may elect to receive the accrued and unpaid interest
      in
      additional Senior Secured Convertible Promissory Notes (the “PIK
      Notes”)
      with a
      principal amount equal to the calculated interest amount. Furthermore, upon
      the
      occurrence of an Event of Default, then to the extent permitted by law, the
      Company will pay interest to the Payee, payable on demand, on the outstanding
      principal balance of this Note from the date of the Event of Default until
      payment in full at the rate of twelve percent (12%) per annum.

     

    (c) At
      any
      time prior to the Maturity Date, with ten (10) days prior written notice, the
      Company, at its sole option, may prepay this Note in cash for an amount equal
      to
      106% of the outstanding principal balance of the Notes plus 100% of all accrued
      but unpaid interest on such Note(s). All payments made on account of the
      indebtedness evidenced by this Note shall be applied first to accrued but unpaid
      interest, if any, and the remainder shall be applied to principal. The Company
      shall honor all Conversion Notices delivered by the Payee prior to the date
      of
      such prepayment.

     

    6. Issuance
      of Warrants.
      In
      consideration of the loan evidenced by this Note, the Payee shall be issued
      25,000 common stock purchase warrants for every $100,000 of new principal
      invested in the Notes in the form attached as Exhibit
      B
      to the
      Letter Loan Agreement, dated as of the date hereof, between the Company and
      the
      Payee. 

     

    7. Most
      Favored Nations Exchange Right.
      So long
      as this Note remains outstanding,
      if the Company enters into any Equity Financing that is not a Qualified
      Financing, then the Payee in its sole discretion may exchange this Note for
      the
      securities issued or to be issued in such Equity Financing. In the event of
      such
      exchange, the Payee shall be deemed to have tendered 115% of the Outstanding
      Balance of this Note as payment of the purchase price in such financing.


     

    8. Certain
      Conversion Restrictions.

     

       (a)
       Notwithstanding
      anything to the contrary set forth in this Note, at no time may a Payee of
      this
      Note convert this Note if the number of shares of the Company’s common stock to
      be issued pursuant to such conversion would cause the number of shares of the
      Company’s common stock beneficially owned by the Payee at such time to exceed,
      when aggregated with all other shares of the Company’s common stock beneficially
      owned by such Payee at such time, the number of shares of the Common Stock
      which
      would result in such Payee beneficially owning (as determined in accordance
      with
      Section 13(d) of the Exchange Act and the rules thereunder) in excess of 4.99%
      of all of the Company’s common stock outstanding at such time; provided,
      however, that upon the Payee of this Note providing the Company with sixty-one
      (61) days notice (pursuant to Section 17 hereof) (the “4.99%
      Waiver Notice”)
      that
      such Payee would like to waive this Section 8(a) with regard to any or all
      shares of the Company’s common stock issuable upon conversion of this Note, this
      Section 8(a) will be of no force or effect with regard to all or a portion
      of
      this Note referenced in the 4.99% Waiver Notice.

    


    (b) Notwithstanding
      anything to the contrary set forth in this Note, at no time may a Payee of
      this
      Note convert this Note if the number of shares of the Company’s common stock to
      be issued pursuant to such conversion would cause the number of shares of the
      Company’s common stock beneficially owned by the Payee at such time to exceed,
      when aggregated with all other shares of the Company’s common stock beneficially
      owned by such Payee at such time, the number of shares of the Common Stock
      which
      would result in such Payee beneficially owning (as determined in accordance
      with
      Section 13(d) of the Exchange Act and the rules thereunder) in excess of 9.99%
      of all of the Company’s common stock outstanding at such time; provided,
      however, that upon the Payee of this Note providing the Company with sixty-one
      (61) days notice (pursuant to Section 17 hereof) (the “9.99%
      Waiver Notice”)
      that
      such Payee would like to waive this Section 8(b) with regard to any or all
      shares of the Company’s common stock issuable upon conversion of this Note, this
      Section 8(b) will be of no force or effect with regard to all or a portion
      of
      this Note referenced in the 9.99% Waiver Notice.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)
       In
      the
      event of an automatic exchange pursuant to Section 1 hereof or a mandatory
      conversion pursuant to Section 3 hereof, if the Payee would beneficially own,
      upon such conversion or exchange, as the case may be, when aggregated with
      all
      other shares of the Company’s common stock beneficially owned by such Payee at
      such time, the number of shares of he Company’s common stock which would result
      in such Payee beneficially owning (as determined in accordance with Section
      13(d) of the Exchange Act and the rules thereunder) in excess of 4.99% or 9.99%
      of all of the Company’s common stock outstanding at such time, the Payee shall
      be issued (i) the number of shares of the Company’s common stock, rounded to the
      nearest whole share, that would bring such Holder’s beneficial ownership of
      share of the Company’s common stock as close to, but not exceeding 4.99% or
      9.99%, as the case may be, and (ii) shares of series of convertible preferred
      stock with a nominal liquidation preference substantially in the form attached
      hereto as Exhibit
      A,
      convertible into the number of shares of the Company’s common stock equal to the
      difference between the aggregate number of shares of the Company’s common stock
      to be issued to such Holder pursuant to the automatic exchange pursuant to
      Section 1 or a mandatory conversion pursuant to Section 3 as the case may be,
      and the actual number of shares of the Company’s common stock issued in
      accordance with this Section 8(c)(i).

    


    9. Registration
      Rights.
      Provided that the Qualified Financing has not been completed on or before the
      March 31, 2008, the holders of the Notes together as a class (subject to
      majority approval of the then Outstanding Balance of the Notes) shall have
      a
      one-time demand registration right covering the Conversion Shares of the Notes
      (the “Demand
      Registration Right”).
      If
      such majority of the holders desire to exercise the Demand Registration Right,
      a
      representative of the holders as a class shall, by personal delivery or
      nationally-recognized overnight carrier, give written notice to the Company
      (the
“Demand
      Registration Notice”),
      which
      Demand Registration Notice shall state the holders election to exercise the
      Demand Registration Right. The Company shall, within thirty (30) days of
      receiving the Demand Registration Notice, file a registration statement covering
      the Conversion Shares to which the holders shall be entitled upon exercise
      of
      the Conversion Option. 

     

    10. Non-Business
      Days.
      Whenever any payment to be made shall be due on a Saturday, Sunday or a public
      holiday under the laws of the State of New York, such payment may be due on
      the
      next succeeding business day and such next succeeding day shall be included
      in
      the calculation of the amount of accrued interest payable on such
      date.

     

    11. Representations
      and Warranties of the Company.
      The
      Company represents and warrants to the Payee as follows:

     

    (a) The
      Company has been duly incorporated and is validly existing and in good standing
      under the laws of the state of Nevada, with full corporate power and authority
      to own, lease and operate its properties and to conduct its business as
      currently conducted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) This
      Note
      has been duly authorized, validly executed and delivered on behalf of the
      Company and is a valid and binding obligation of the Company enforceable against
      the Company in accordance with its terms, subject to limitations on enforcement
      by general principles of equity and by bankruptcy or other laws affecting the
      enforcement of creditors' rights generally, and the Company has full power
      and
      authority to execute and deliver this Note and to perform its obligations
      hereunder.

     

    (c) The
      execution, delivery and performance of this Note will not (i) conflict with
      or
      result in a breach of or a default under any of the terms or provisions of,
      (A)
      the Company's certificate of incorporation or by-laws, or (B) any material
      provision of any indenture, mortgage, deed of trust or other material agreement
      or instrument to which the Company is a party or by which it or any of its
      material properties or assets is bound, (ii) result in a violation of any
      material provision of any law, statute, rule, regulation, or any existing
      applicable decree, judgment or order by any court, Federal or state regulatory
      body, administrative agency, or other governmental body having jurisdiction
      over
      the Company, or any of its material properties or assets or (iii) result in
      the
      creation or imposition of any material lien, charge or encumbrance upon any
      material property or assets of the Company or any of its subsidiaries pursuant
      to the terms of any agreement or instrument to which any of them is a party
      or
      by which any of them may be bound or to which any of their property or any
      of
      them is subject. 

     

    (d) No
      consent, approval or authorization of or designation, declaration or filing
      with
      any governmental authority on the part of the Company is required in connection
      with the valid execution and delivery of this Note.

     

    12. Events
      of Default.
      The
      occurrence of any of the following events shall be an “Event
      of Default”
under
      this Note:

     

    (a) the
      Company shall fail to make the payment of any amount of any principal
      outstanding for a period of seven (7) business days after the date such payment
      shall become due and payable hereunder; or

     

    (b) the
      Company shall fail to make any payment of interest for a period of seven (7)
      business days after the date such interest shall become due and payable
      hereunder; or

     

    (c) any
      representation, warranty or certification made by the Company herein or in
      any
      certificate or financial statement shall prove to have been materially false
      or
      incorrect or breached in a material respect on the date as of which made, or
      the
      Company shall have failed to comply with any of its material obligations
      hereunder; or

     

    (d) the
      holder of any indebtedness of the Company or any of its subsidiaries shall
      accelerate any payment of any amount or amounts of principal or interest on
      any
      indebtedness (the “Indebtedness”)
      (other
      than the Indebtedness hereunder) prior to its stated maturity or payment date
      the aggregate principal amount of which Indebtedness of all such persons is
      in
      excess of $100,000, whether such Indebtedness now exists or shall hereinafter
      be
      created, and such accelerated payment entitles the holder thereof to immediate
      payment of such Indebtedness which is due and owing and such indebtedness has
      not been discharged in full or such acceleration has not been stayed, rescinded
      or annulled within ten (10) business days of such acceleration; or 

     

    (e) A
      judgment or order for the payment of money shall be rendered against the Company
      or any of its subsidiaries in excess of $100,000 in the aggregate (net of any
      applicable insurance coverage) for all such judgments or orders against all
      such
      persons (treating any deductibles, self insurance or retention as not so
      covered) that shall not be discharged, and all such judgments and orders remain
      outstanding, and there shall be any period of sixty (60) consecutive days
      following entry of the judgment or order in excess of $100,000 or the judgment
      or order which causes the aggregate amount described above to exceed $100,000
      during which a stay of enforcement of such judgment or order, by reason of
      a
      pending appeal or otherwise, shall not be in effect; or

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (f) the
      Company shall (i) apply for or consent to the appointment of, or the taking
      of
      possession by, a receiver, custodian, trustee or liquidator of itself or of
      all
      or a substantial part of its property or assets, (ii) make a general assignment
      for the benefit of its creditors, (iii) commence a voluntary case under the
      Bankruptcy Code or under the comparable laws of any jurisdiction (foreign or
      domestic), (iv) file a petition seeking to take advantage of any bankruptcy,
      insolvency, moratorium, reorganization or other similar law affecting the
      enforcement of creditors' rights generally, (v) acquiesce in writing to any
      petition filed against it in an involuntary case under the Bankruptcy Code
      or
      under the comparable laws of any jurisdiction (foreign or domestic), or (vi)
      take any action under the laws of any jurisdiction (foreign or domestic)
      analogous to any of the foregoing; or

     

    (g) a
      proceeding or case shall be commenced in respect of the Company or any of its
      subsidiaries without its application or consent, in any court of competent
      jurisdiction, seeking (i) the liquidation, reorganization, moratorium,
      dissolution, winding up, or composition or readjustment of its debts, (ii)
      the
      appointment of a trustee, receiver, custodian, liquidator or the like of it
      or
      of all or any substantial part of its assets or (iii) similar relief in respect
      of it under any law providing for the relief of debtors, and such proceeding
      or
      case described in clause (i), (ii) or (iii) shall continue undismissed, or
      unstayed and in effect, for a period of thirty (30) consecutive days or any
      order for relief shall be entered in an involuntary case under the Bankruptcy
      Code or under the comparable laws of any jurisdiction (foreign or domestic)
      against the Company or any of its subsidiaries or action under the laws of
      any
      jurisdiction (foreign or domestic) analogous to any of the foregoing shall
      be
      taken with respect to the Company or any of its subsidiaries and shall continue
      undismissed, or unstayed and in effect for a period of thirty (30) consecutive
      days.

     

    13. Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and shall be continuing, the Payee of
      this
      Note may at any time at its option, (a) declare the entire unpaid principal
      balance of this Note, together with all interest accrued hereon, due and
      payable, and thereupon, the same shall be accelerated and so due and payable;
      provided,
      however,
      that
      upon the occurrence of an Event of Default described in (i) Sections 12(f)
      and
      (g), without presentment, demand, protest, or notice, all of which are hereby
      expressly unconditionally and irrevocably waived by the Company, the outstanding
      principal balance and accrued interest hereunder shall be automatically due
      and
      payable, and (ii) Sections 12(a) through (e), the Payee may exercise or
      otherwise enforce any one or more of the Payee's rights, powers, privileges,
      remedies and interests under this Note or applicable law. No course of delay
      on
      the part of the Payee shall operate as a waiver thereof or otherwise prejudice
      the right of the Payee. No remedy conferred hereby shall be exclusive of any
      other remedy referred to herein or now or hereafter available at law, in equity,
      by statute or otherwise. Notwithstanding the foregoing, Payee agrees that its
      rights and remedies hereunder are limited to receipt of cash or shares of the
      Company’s equity securities, at the Payee’s option, in the amounts described
      herein.

     

    14. Replacement.
      Upon
      receipt by the Company of (i) evidence of the loss, theft, destruction or
      mutilation of any Note and (ii) (y) in the case of loss, theft or destruction,
      of indemnity (without any bond or other security) reasonably satisfactory to
      the
      Company, or (z) in the case of mutilation, the Note (surrendered for
      cancellation), the Company shall execute and deliver a new Note of like tenor
      and date. However, the Company shall not be obligated to reissue such lost,
      stolen, destroyed or mutilated Note if the Payee contemporaneously requests
      the
      Company to convert such Note.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    15. Parties
      in Interest, Transferability.
      This
      Note shall be binding upon the Company and its successors and assigns and the
      terms hereof shall inure to the benefit of the Payee and its successors and
      permitted assigns. This Note may be transferred or sold, subject to the
      provisions of Section 24 of this Note, or pledged, hypothecated or otherwise
      granted as security by the Payee.

     

    16. Amendments.
      This
      Note may not be modified or amended in any manner except in writing executed
      by
      the Company and the Payee.

     

    17. Notices.
      Any
      notice, demand, request, waiver or other communication required or permitted
      to
      be given hereunder shall be in writing and shall be effective (a) upon hand
      delivery by telecopy or facsimile at the address or number designated below
      (if
      delivered on a business day during normal business hours where such notice
      is to
      be received), or the first business day following such delivery (if delivered
      other than on a business day during normal business hours where such notice
      is
      to be received) or (b) on the second business day following the date of mailing
      by express courier service, fully prepaid, addressed to such address, or upon
      actual receipt of such mailing, whichever shall first occur. The Company will
      give written notice to the Payee at least thirty (30) days prior to the date
      on
      which the Company closes its books or takes a record (x) with respect to any
      dividend or distribution upon the common stock of the Company, (y) with respect
      to any pro rata subscription offer to holders of common stock of the Company
      or
      (z) for determining rights to vote with respect to a dissolution, liquidation
      or
      winding-up and in no event shall such notice be provided to such holder prior
      to
      such information being made known to the public. The Company will also give
      written notice to the Payee at least twenty (20) days prior to the date on
      which
      dissolution, liquidation or winding-up will take place and in no event shall
      such notice be provided to the Payee prior to such information being made known
      to the public.

     

    
      	
              Address
                of the Payee:

            	
              Platinum
                Long Term Growth VII LLC

            


    

    152
      West
      57th Street, 54th Floor

    New
      York,
      New York 10019

    Attention:
      Michael Goldberg

    Tel.
      No.:
      (212) 271-7895

    Fax
      No.:
      (212) 271-7855

    


    
      	
              Address
                of the Company:

            	
              QuantRx
                Biomedical Corporation

            


    

    100
      S.
      Main Street, Suite 300 

    Doylestown,
      PA 18901 

    Attn.:
      Mr. Walter Witoshkin

    Tel.
      No.:
      (267) 880-1595

    Fax
      No.:
      (267) 880-1596

    


    
      	
              With
                a copy to:

            	
              Greenberg
                Traurig, LLP

            


    

    The
      MetLife Building

    200
      Park
      Avenue, Floor 14

    New
      York,
      NY 10166

    Attn.:
      Michael D. Helsel, Esq.


     

    18. Governing
      Law.
      This
      Note shall be governed by and construed in accordance with the internal laws
      of
      the State of New York, without giving effect to the choice of law provisions.
      This Note shall not be interpreted or construed with any presumption against
      the
      party causing this Note to be drafted.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    19. Headings.
      Article
      and section headings in this Note are included herein for purposes of
      convenience of reference only and shall not constitute a part of this Note
      for
      any other purpose.

     

    20. Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief.
      The
      remedies provided in this Note shall be cumulative and in addition to all other
      remedies available under this Note, at law or in equity (including, without
      limitation, a decree of specific performance and/or other injunctive relief),
      no
      remedy contained herein shall be deemed a waiver of compliance with the
      provisions giving rise to such remedy and nothing herein shall limit a Payee's
      right to pursue actual damages for any failure by the Company to comply with
      the
      terms of this Note. Amounts set forth or provided for herein with respect to
      payments and the like (and the computation thereof) shall be the amounts to
      be
      received by the Payee and shall not, except as expressly provided herein, be
      subject to any other obligation of the Company (or the performance thereof).
      The
      Company acknowledges that a breach by it of its obligations hereunder will
      cause
      irreparable and material harm to the Payee and that the remedy at law for any
      such breach may be inadequate. Therefore the Company agrees that, in the event
      of any such breach or threatened breach, the Payee shall be entitled, in
      addition to all other available rights and remedies, at law or in equity, to
      seek and obtain such equitable relief, including but not limited to an
      injunction restraining any such breach or threatened breach, without the
      necessity of showing economic loss and without any bond or other security being
      required.

     

    21. Failure
      or Indulgence Not Waiver.
      No
      failure or delay on the part of the Payee in the exercise of any power, right
      or
      privilege hereunder shall operate as a waiver thereof, nor shall any single
      or
      partial exercise of any such power, right or privilege preclude other or further
      exercise thereof or of any other right, power or privilege.

     

    22. Enforcement
      Expenses.
      The
      Company agrees to pay all costs and expenses of enforcement of this Note,
      including, without limitation, reasonable attorneys' fees and
      expenses.

     

    23. Binding
      Effect.
      The
      obligations of the Company and the Payee set forth herein shall be binding
      upon
      the successors and assigns of each such party, whether or not such successors
      or
      assigns are permitted by the terms hereof.

     

    24. Compliance
      with Securities Laws.
      The
      Payee of this Note acknowledges that this Note is being acquired solely for
      the
      Payee's own account and not as a nominee for any other party, and for
      investment, and that the Payee shall not offer, sell or otherwise dispose of
      this Note other than in compliance with the laws of the United States of America
      and as guided by the rules of the Securities and Exchange Commission. This
      Note
      and any Note issued in substitution or replacement therefore shall be stamped
      or
      imprinted with a legend in substantially the following form:

     

    “THIS
      NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “SECURITIES ACT”), OR ANY STATE SECURITIES LAW 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.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    25. Severability.
      The
      provisions of this Note are severable, and if any provision shall be held
      invalid or unenforceable in whole or in part in any jurisdiction, then such
      invalidity or unenforceability shall not in any manner affect such provision
      in
      any other jurisdiction or any other provision of this Note in any
      jurisdiction.

     

    26. Consent
      to Jurisdiction.
      Each of
      the Company and the Payee (i) hereby irrevocably submits to the jurisdiction
      of
      the United States District Court sitting in the Southern District of New York
      and the courts of the State of New York located in New York county for the
      purposes of any suit, action or proceeding arising out of or relating to this
      Note and (ii) hereby waives, and agrees not to assert in any such suit, action
      or proceeding, any claim that it is not personally subject to the jurisdiction
      of such court, that the suit, action or proceeding is brought in an inconvenient
      forum or that the venue of the suit, action or proceeding is improper. Each
      of
      the Company and the Payee consents to process being served in any such suit,
      action or proceeding by mailing a copy thereof to such party at the address
      set
      forth in Section 17 hereof and agrees that such service shall constitute good
      and sufficient service of process and notice thereof. Nothing in this Section
      26
      shall affect or limit any right to serve process in any other manner permitted
      by law.

     

    27. Company
      Waivers.
      Except
      as otherwise specifically provided herein, the Company and all others that
      may
      become liable for all or any part of the obligations evidenced by this Note,
      hereby waive presentment, demand, notice of nonpayment, protest and all other
      demands and notices in connection with the delivery, acceptance, performance
      and
      enforcement of this Note, and do hereby consent to any number of renewals of
      extensions of the time or payment hereof and agree that any such renewals or
      extensions may be made without notice to any such persons and without affecting
      their liability herein and do further consent to the release of any person
      liable hereon, all without affecting the liability of the other persons, firms
      or Company liable for the payment of this Note, AND DO HEREBY WAIVE TRIAL BY
      JURY.

     

    (a) No
      delay
      or omission on the part of the Payee in exercising its rights under this Note,
      or course of conduct relating hereto, shall operate as a waiver of such rights
      or any other right of the Payee, nor shall any waiver by the Payee of any such
      right or rights on any one occasion be deemed a waiver of the same right or
      rights on any future occasion.

     

    (b) THE
      COMPANY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS NOTE IS A PART IS A
      COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED BY APPLICABLE LAW, HEREBY
      WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO ANY PREJUDGMENT REMEDY
      WHICH THE PAYEE OR ITS SUCCESSORS OR ASSIGNS MAY DESIRE TO USE.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      Company has executed and delivered this Note as of the date first written
      above.

    
      	 	 	 
	 	QuantRx
              Biomedical Corporation
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Walter
              W. Witoshkin
	 	Chairman
              & CEO



      	 	 	 
	 	ACCEPTED AND AGREED:
	 	 
	 	Platinum
              Long Term Growth VII LLC
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	Title:


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    Exhibit
      A

    


    [Form
      of
      Certificate of Designation]