THIS
      BRIDGE NOTE HAS 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.

     

    QuantRx
      Biomedical Corporation

    


    Senior
      Secured Promissory Bridge Note

     

    
      	
              U.S.
                $[___________]

            	
              Issuance
                Date: June __, 2008

            
	
              No.:

            	
              Maturity
                Date: September 15, 2008

            


    

     

    FOR
      VALUE RECEIVED,
      the
      undersigned, QuantRx Biomedical Corporation, a Nevada corporation (the
“Company”),
      hereby promises to pay to the order of [______________________], or any future
      permitted holder of this Senior Secured Bridge 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
      [____________________] Dollars ($[_______]) 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 Promissory Bridge Note (this
“Bridge
      Note”).
      

    


    1. Seniority
      and Ranking; Covenants.
      This
      Bridge Note shall rank senior to the Company’s currently issued and outstanding
      indebtedness and equity securities; provided, however, this Bridge Note shall
      rank pari-passu with respect to i) certain other senior secured bridge notes
      of
      the Company of like tenor herewith and on substantially the same terms hereof
      (the “Other
      Bridge Notes”),
      in an
      aggregate principal amount not to exceed $600,000, inclusive of this Bridge
      Note
      (this Bridge Note together with the Other Bridge Notes shall be referred to
      as
      the “Bridge
      Notes”)
      and
      ii) the senior secured convertible promissory note in the principal amount
      of
      $1,407,246.58, issued on January 23, 2008 by the Company in favor of Platinum
      Long Term Growth VII (the “Platinum Note”) and Other Notes (as such term is
      defined in the Platinum Note) (the Other Notes, together with the Platinum
      Note,
      being the “Senior
      Secured Convertible Promissory Notes”).

     

    2. Principal
      and Interest Payments.
      

     

    (a) The
      Company shall repay the entire outstanding principal amount together with all
      accrued and unpaid interest hereunder (the “Outstanding
      Balance”)
      on
      September 15, 2008 (the “Maturity
      Date”).
      

     

    (b)  Interest
      on the outstanding principal balance of this Bridge Note shall accrue at a
      rate
      of eight percent (8%) per annum. Interest on the outstanding principal balance
      of this Bridge 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 at maturity in cash. Furthermore, upon the occurrence of an Event of
      Default, to the extent permitted by law, the Company will pay interest to the
      Payee, payable on demand, on the outstanding principal balance of this Bridge
      Note from the date of the Event of Default (as defined below) until payment
      in
      full at the rate of fourteen percent (14%) per annum.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) At
      any
      time prior to the Maturity Date, within five (5) days prior written notice,
      the
      Company, at its sole option, may prepay this Bridge Note in cash for an amount
      equal to 100% of the Outstanding Balance . All payments made on account of
      the
      indebtedness evidenced by this Bridge Note shall be applied first to accrued
      but
      unpaid interest, if any, and the remainder shall be applied to principal.


     

    3. Issuance
      of Common Stock and Warrants.
      In
      consideration of the loan evidenced by this Bridge Note, the Payee shall be
      issued 25,000 shares of unregistered common stock of the Company and warrants
      to
      purchase 25,000 shares of common stock at an exercise price of $0.85 per share
      and a term of five years for every $100,000 of new principal invested in this
      Bridge Note.  

     

    4. 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.

     

    5. 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
      Bridge 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 Bridge Note and to perform
      its obligations hereunder.

     

    (c) The
      execution, delivery and performance of this Bridge 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 Bridge Note.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    6. Events
      of Default.
      The
      occurrence of any of the following events shall be an “Event
      of Default”
under
      this Bridge 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.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    7. Remedies
      Upon An Event of Default.
      If an
      Event of Default shall have occurred and shall be continuing, the Payee of
      this
      Bridge Note may at any time at its option, (a) declare the entire unpaid
      principal balance of this Bridge 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 6(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 6(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 Bridge 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.

     

    8. Replacement.
      Upon
      receipt by the Company of (i) evidence of the loss, theft, destruction or
      mutilation of any Bridge 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, this Bridge
      Note
      (surrendered for cancellation), the Company shall execute and deliver a new
      Bridge Note of like tenor and date. 

     

    9. Parties
      in Interest, Transferability.
      This
      Bridge 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 Bridge Note may be transferred or sold, subject to
      the
      provisions of Section 18 of this Bridge Note, or pledged, hypothecated or
      otherwise granted as security by the Payee.

     

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

     

    11. 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.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    


    
      	Address
              of the Payee:	
              _____________________

              
                _____________________

                _____________________

                _____________________

                _____________________

              

            


    

     

    
      	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.

              

            


    

    
       

    

    12. Governing
      Law.
      This
      Bridge 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 Bridge Note shall not be interpreted or construed with any
      presumption against the party causing this Bridge Note to be
      drafted.

     

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

     

    14. Remedies,
      Characterizations, Other Obligations, Breaches and Injunctive
      Relief.
      The
      remedies provided in this Bridge Note shall be cumulative and in addition to
      all
      other remedies available under this Bridge 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 Bridge 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.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    15. 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.

     

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

     

    17. 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.

     

    18. Compliance
      with Securities Laws.
      The
      Payee of this Bridge Note acknowledges that this Bridge 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 Bridge 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 Bridge Note and any Bridge Note issued in substitution or replacement
      therefore shall be stamped or imprinted with a legend in substantially the
      following form:

     

    “THIS
      BRIDGE 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.”

     

    19. Severability.
      The
      provisions of this Bridge 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 Bridge Note in any
      jurisdiction.

     

    20. 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
      Bridge 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 11 hereof and agrees that such service shall
      constitute good and sufficient service of process and notice thereof. Nothing
      in
      this Section 20 shall affect or limit any right to serve process in any other
      manner permitted by law.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    21. 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 Bridge
      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 Bridge 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 Bridge 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 Bridge
      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 BRIDGE 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]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

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

    


    
      	 	
              QuantRx
                Biomedical Corporation

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Walter
                W. Witoshkin

            
	 	
              Chairman
                & CEO

            
	 	 
	 	 
	 	 
	 	
              ACCEPTED
                AND AGREED:

            
	 	 
	 	 
	 	
              __________________________________

            
	 	 
	 	 
	 	
              By:
                __________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
         

      

      
        8