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
      January 23, 2013

    


    
      
        	No.:	
                Number
                  of Shares: 62,500

              
	
                Date
                  of Issuance: January 23, 2008

              	 


      

    

    


    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 Platinum Long Term
      Growth VII LLC or its registered assigns is entitled to subscribe for and
      purchase, during the period specified in this Warrant, up to Sixty-Two Thousand
      Five Hundred (62,500) 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 January 23, 2008 and shall expire at 5:00 p.m., eastern time,
      on January 23, 2013 (such period being the “Term”).

    


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

    


    (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 the Securities Act
      providing for the resale of all 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 six (6)
      months 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 a registration statement under the
      Securities Act providing for the resale of all of the Warrant Stock 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 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.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

    


    (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:

    


    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.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

    


    (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-

        
          

        

      

      
        
        

      

    

     

    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-

        
          

        

      

      
        
        

      

    

    


    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-

        
          

        

      

      
        
        

      

    

    


    (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 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).

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    (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 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 if adjustment has been previously made pursuant to this section.
      No
      adjustments of the Warrant Price shall be required under this Section 4(e)
      in
      connection with any Permitted Issuances.

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    (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 if adjustment
      shall have been previously made pursuant to this section. No adjustments of
      the
      Warrant Price shall be required under this Section 4(f) in connection with
      any
      Permitted Issuances.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    (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 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-

        
          

        

      

      
        
        

      

    

    


    (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
      de-termined 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, 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.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    (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 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.


     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    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 the Securities
      Act (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 national securities 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 prior to the Early Termination Date, 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. Notwithstanding the above, the Issuer may not
      issue a Call Notice unless Section 8 hereof permits the Holder to exercise
      this
      Warrant in full at all times during the Call Notice Period.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

    


    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
      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 Section 8(a) shall be of no further force or effect during the seventy-five
      (75) days immediately preceding the expiration of the term of this
      Warrant.

    


    (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 Section 8(b) shall be of no further force or effect during the seventy-five
      (75) days immediately preceding the expiration of the term of this
      Warrant.

     

    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.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

    


    “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, 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.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    


    “Original
      Issuance Date”
means
      January 22, 2008.

    


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

    


    “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),

            


    

    


    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

       

    

    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 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-

        
          

        

      

      
        
        

      

    

    


    “Purchase
      Agreement”
means
      the Loan Letter Agreement dated as of January 23, 2008 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.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

    


    “Warrant
      Price”
      initially means U.S. $1.25, 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 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 copies of all
      financial and other information distributed or required to be distributed to
      the
      holders of the Common Stock.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

    


    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

    100
      S.
      Main Street 

    Suite
      300


    Doylestown,
      PA 18901 

    Attn:
      Mr.
      Walter Witoshkin

    Tel.
      No.:
      (267) 880-1595

    Fax
      No.:
      (267) 880-1596

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

    


    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 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. 

    


    20. Piggyback
      Registration.
      If the
      Company at any time proposes to register any of its securities under the
      Securities Act for sale to the public, whether for its own account or for the
      account of other security holders or both (except with respect to registration
      statements on Forms S-4 or S-8 or another form not available for registering
      the
      registrable securities for sale to the public), it will give written notice
      to
      the Holder of its intention so to do. Upon the written request of the Holder,
      received by the Company within 30 days after the giving of any such notice
      by
      the Company, to register any of the Holder’s Warrant Shares, the Company will
      use reasonable best efforts to cause the Holder’s Warrant Shares as to which
      registration shall have been so requested to be included in the securities
      to be
      covered by the registration statement proposed to be filed by the Company.
      If
      any registration pursuant to this Section 20 shall be, in whole or in part,
      an
      underwritten public offering of Common Stock, the number of the Holder’s Warrant
      Shares to be included in such an underwriting may be reduced on a pari passu
      basis, or eliminated entirely, if and to the extent that the managing
      underwriter shall be of the opinion that such inclusion would adversely affect
      the marketing of the securities to be sold by the Company. At such time that
      the
      underlying shares issued upon exercise of this
      warrants are eligible to be sold pursuant to Rule 144(k) (or its successor
      provisions) under the Securities Act, this section shall no longer
      apply.

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	
              QUANTRX
                BIOMEDICAL CORPORATION

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
              Walter W. Witoshkin
	 	
              Title:
                Chairman & CEO

            


    

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    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 13(d)
      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:

    


    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 _______________.

     

    
      
        
        

      

      
        -23-