June
      __,
      2008

    QuantRx
      Biomedical Corporation

    100
      S.
      Main Street, Suite 300

    Doylestown,
      PA 18901

     

    RE: Bridge
      Loan Letter Agreement

    


    Ladies
      and Gentlemen:

    


    1. Loan.
      This
      letter when fully executed will constitute a loan agreement (this “Agreement”)
      between __________________________
      (the
“Lender”)
      and
      QuantRx Biomedical Corporation, a Nevada corporation (the “Borrower”),
      pursuant to which the Lender, on the terms and conditions provided herein,
      shall
      agree to make one or more loans to or for the benefit of the Borrower hereunder
      in an amount not to exceed $__________ (the “Loan”).
      The
      Lender’s obligation to make the Loan is subject to the Borrower’s fulfillment of
      each of the applicable conditions set forth in Section 3 hereof.

     

    2. Bridge
      Loan Documents.
      

     

    a. Promissory
      Bridge Notes.
      The
      Loan shall be evidenced by a senior secured promissory bridge note issued to
      the
      Lender in the principal amount of the Loan, dated the date the Borrower receives
      the funds from the Lender, in the form attached hereto as Exhibit
      A
      (together with any replacements and substitutes therefore, the “Bridge
      Note”).
      The
      principal amount of the Loan and interest thereon, calculated at the rate of
      8%
      per annum, as provided in the Bridge Note, shall be payable as set forth more
      particularly therein. 

     

    b. Common
      Stock and Warrants.
      In
      consideration for the Loan, for each $100,000 of new principal loaned to the
      Borrower by the Lender, the Borrower shall issue to the Lender 25,000 shares
      of
      unregistered common stock of the Borrower 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. 

     

    c. Accredited
      Investor.
      The
      Lender hereby represents and warrants that it is an “accredited investor” as
      defined in Rule 501 of Regulation D promulgated under the Securities Act of
      1933, as amended

     

    d. This
      Agreement, the Bridge Note and any other instruments or documents required
      or
      contemplated hereunder or thereunder (including, without limitation, the Pledge
      Agreement and the IP Security Agreement (each as defined below)), whether now
      existing or at any time hereafter arising, are herein referred to as the
“Bridge
      Loan Documents.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Conditions
      Precedent.
      

     

    a. Documents
      to be Delivered.
      The
      obligation of the Lender to make the Loan is subject to the due execution and
      delivery by the Borrower (or the Borrower causing the due execution and
      delivery) to the Lender of each of the following (all documents to be in form
      and substance satisfactory to the Lender): 

     

    i. This
      Agreement, the Bridge Note and each other instrument, agreement and document
      to
      be executed and/or delivered pursuant to this Agreement and/or the instruments,
      agreements and documents referred to in this Agreement.

     

    ii. A
      certified copy of the resolutions of the Board of Directors (or if the Board
      of
      Directors takes action by unanimous written consent, a copy of such unanimous
      written consent containing all of the signatures of the members of the Board
      of
      Directors) of the Borrower, dated as of the Closing Date, authorizing the
      execution, delivery and performance of the Bridge Loan Documents.

     

    iii. A
      certificate, dated as of the Closing Date, signed by an executive officer of
      the
      Borrower to
      the effect that the representations and warranties set forth in Section 4 of
      this Agreement are true and correct as of the Closing Date.

     

    b. Absence
      of Certain Events.
      The occurrence of a Material Adverse Effect (as defined below) shall not have
      occurred or be occurring as of the Closing Date.

     

    4. Representations
      and Warranties of the Borrower.
      To induce the Lender to make the Loan, the Borrower hereby represents and
      warrants to the Lender that at and as of the date hereof:

     

    a. The
      Borrower 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.
      The Borrower is duly qualified as a foreign entity to do business and is in
      good
      standing in every jurisdiction in which its ownership of property or the nature
      of the business conducted by it makes such qualification necessary and where
      the
      failure so to qualify would have a Material Adverse Effect. “Material
      Adverse Effect”
      means any material adverse effect on the ability of the Borrower to perform
      its
      obligations hereunder or under the Bridge Loan Documents or on the business,
      operations, properties or financial condition of the Borrower.

     

    b. Each
      of
      the Bridge Loan Documents has been duly authorized, validly executed and
      delivered on behalf of the Borrower and is a valid and binding obligation of
      the
      Borrower enforceable against the Borrower 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
      Borrower has full power and authority to execute and deliver this Agreement
      and
      the Bridge Loan Documents and to perform its obligations hereunder and
      thereunder.

     

    
      
         

      

      
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    c. The
      execution, delivery and performance of this Agreement and the Bridge Loan
      Documents will not (i) conflict with or result in a breach of or a default
      under
      any of the terms or provisions of (A) the Borrower’s articles 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 Borrower 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 Borrower, 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 Borrower 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, except, in the cases of (i), (ii) and (iii)
      above, as would not have a Material Adverse Effect.

     

    d. No
      consent, approval or authorization of or designation, declaration or filing
      with
      any governmental authority on the part of the Borrower is required in connection
      with the valid execution and delivery of this Agreement or the Bridge Loan
      Documents.

     

    5. Miscellaneous. 

     

    a. The
      Borrower has executed and delivered to Platinum Long Term Growth VII LLC
      (“Platinum”)
      a Stock Pledge Agreement (the “Pledge
      Agreement”),
      in the form attached hereto as Exhibit
      B,
      and the Patent, Trademark and Copyright Security Agreement (the “IP
      Security Agreement”
      and, together with the Pledge Agreement, the “Security
      Documents”),
      in the form attached hereto as Exhibit
      C,
      together with all certificates and documentation required under each such
      document (including, without limitation, stock certificates and stock powers
      referenced therein). 

     

    b. The
      security interest granted pursuant to the Security Documents shall be deemed
      to
      be granted pro rata for the benefit of the Lender and each purchaser of such
      Other Bridge Notes (collectively, and together with the Lender and Platinum,
      the
“Purchasers”)
      pro rata, based on the aggregate principal amount of the Bridge Notes, Other
      Bridge Notes (as defined in the Bridge Note), and Senior Secured Convertible
      Promissory Notes (as defined in the Bridge Note) (collectively, and expressly
      including any Other Notes issued prior to the date hereof, the “Notes”)
      held by each Purchaser. The Lender acknowledges and agrees as follows:


     

    i. Each
      Purchaser shall be deemed to appoint Platinum as the Collateral Agent under
      the
      Security Documents (the “Collateral
      Agent”)
      and
      each Purchaser authorizes the Collateral Agent to take such action as agent
      on
      its behalf and to exercise such powers under the Security Documents as are
      delegated to the Collateral Agent under such agreements and to exercise such
      powers as are reasonably incidental thereto. Without limiting the foregoing,
      each Purchaser hereby authorizes the Collateral Agent to execute and deliver,
      and to perform its obligations under, each of the documents to which the
      Collateral Agent is a party relating to security for the obligations under
      the
      Notes, to exercise all rights, powers and remedies that the Collateral Agent
      may
      have under such Security Documents and, in the case of the Security Documents,
      to act as agent for the Purchasers under such Bridge Loan
      Documents.

     

    ii. The
      Collateral Agent shall not be required to exercise any discretion or take any
      action, but shall be required to act or to refrain from acting (and shall be
      fully protected in so acting or refraining from acting) upon the instructions
      of
      the Purchasers holding at least 51% of the aggregate amount of the Notes then
      outstanding, and such instructions shall be binding upon all Purchasers;
provided,
      however,
      that
      the Collateral Agent shall not be required to take any action that (i) the
      Collateral Agent in good faith believes exposes it to personal liability unless
      the Collateral Agent receives an indemnification satisfactory to it from the
      Purchasers with respect to such action or (ii) is contrary to this Agreement
      or
      applicable law.

     

    
      
         

      

      
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    iii. In
      performing its functions and duties under the Security Documents and the other
      documents required to be executed or delivered in connection therewith, the
      Collateral Agent is acting solely on behalf of the Purchasers and its duties
      are
      entirely administrative in nature. The Collateral Agent does not assume and
      shall not be deemed to have assumed any obligation other than as expressly
      set
      forth herein. The Collateral Agent may perform any of its duties under any
      Security Document by or through its agents or employees.

     

    iv. None
      of
      the Collateral Agent, any of its affiliates or any of their respective
      directors, officers, agents or employees shall be liable for any action taken
      or
      omitted to be taken by it, him, her or them under or in connection with the
      Security Documents, except for its, his, her or their own gross negligence
      or
      willful misconduct.

     

    v. Each
      Purchaser acknowledges that it shall, independently and without reliance upon
      the Collateral Agent or any other Purchaser conduct its own independent
      investigation of the financial condition and affairs of the Borrower and its
      Subsidiaries in connection with the issuance of the Securities. Each Purchaser
      also acknowledges that it shall, independently and without reliance upon the
      Collateral Agent or any other Purchaser and based on such documents and
      information as it shall deem appropriate at the time, continue to make its
      own
      credit decisions in taking or not taking action under this Agreement and other
      Bridge Loan Documents.

     

    vi. Each
      Purchaser agrees to indemnify the Collateral Agent and each of its affiliates,
      and each of their respective directors, officers, employees, agents and advisors
      (to the extent not reimbursed by the Borrower), from any and all liabilities,
      obligations, losses, damages, penalties, actions, judgments, suits, costs,
      expenses and disbursements (including fees, expenses and disbursements of
      financial and legal advisors) of any kind or nature whatsoever that may be
      imposed on, incurred by, or asserted against, the Collateral Agent or any of
      its
      affiliates, directors, officers, employees, agents and advisors in any way
      relating to or arising out of the Security Documents or any action taken or
      omitted by the Collateral Agent under the Security Documents or the document
      related thereto; provided,
      however,
      that no
      Purchaser shall be liable for any portion of such liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Collateral Agent’s or such Affiliate’s gross
      negligence or willful misconduct.

     

    vii. The
      Collateral Agent may resign at any time by giving written notice thereof to
      the
      Purchasers and the Borrower. Upon any such resignation, the Purchasers shall
      have the right to appoint a successor Collateral Agent. If no successor
      Collateral Agent shall have been so appointed by the Purchasers, and shall
      have
      accepted such appointment, within 30 days after the retiring Collateral Agent’s
      giving of notice of resignation, then the retiring Collateral Agent may, on
      behalf of the Purchasers, appoint a successor Collateral Agent, selected from
      among the Purchasers. Upon the acceptance of any appointment as Collateral
      Agent
      by a successor Collateral Agent, such successor Collateral Agent shall succeed
      to, and become vested with, all the rights, powers, privileges and duties of
      the
      retiring Collateral Agent, and the retiring Collateral Agent shall be discharged
      from its duties and obligations under this Agreement, the Bridge Loan Documents
      and any other documents required to be executed or delivered in connection
      therewith. Prior to any retiring Collateral Agent’s resignation hereunder as
      Collateral Agent, the retiring Collateral Agent shall take such action as may
      be
      reasonably necessary to assign to the successor Collateral Agent its rights
      as
      Collateral Agent under the Bridge Loan Documents. After such resignation, the
      retiring Collateral Agent shall continue to have the benefit of this Agreement
      as to any actions taken or omitted to be taken by it while it was Collateral
      Agent under this Agreement, the Security Documents and any other documents
      required to be executed or delivered in connection therewith.

     

    
      
         

      

      
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    viii. Each
      Purchaser agrees that any action taken by the Collateral Agent in accordance
      with the provisions of this Agreement or of the other document relating thereto,
      and the exercise by the Collateral Agent or the Purchasers of the powers set
      forth herein or therein, together with such other powers as are reasonably
      incidental thereto, shall be authorized and binding upon all of the
      Purchasers.

     

    ix. Each
      of
      the Purchasers hereby directs, in accordance with the terms hereof, the
      Collateral Agent to release (or in the case of clause (ii) below, release or
      subordinate) any Lien held by the Collateral Agent for the benefit of the
      Purchasers against any of the following: (i) all of the Collateral upon payment
      and satisfaction in full of all obligations under the Notes and all other
      obligations under the Bridge Loan Documents that the Collateral Agent has been
      notified in writing are then due and payable; (ii) any assets that are subject
      to a Lien; and (iii) any part of the Collateral sold or disposed of by the
      Borrower if such sale or disposition is permitted by this Agreement and the
      other Bridge Loan Documents (or permitted pursuant to a waiver or consent of
      a
      transaction otherwise prohibited by this Agreement and the other Bridge Loan
      Documents). Each of the Purchasers hereby directs the Collateral Agent to
      execute and deliver or file such termination and partial release statements
      and
      do such other things as are necessary to release Liens to be released pursuant
      to this Section promptly upon the effectiveness of any such
      release.

     

    x. Each
      Purchaser acknowledges that the security interests evidenced by the Security
      Documents is subject to termination as set forth therein.

     

    xi. Platinum
      is an express third party beneficiary of the provisions of this Section 5(b),
      which may not be amended or waived without its prior written
      consent.

     

    c. [reserved]
      

     

    d. [reserved]

     

    e. The
      representations and warranties of the Borrower contained herein shall not
      survive the Closing Date.

     

    f. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without
      giving effect to conflicts of laws principles that would result in the
      application of the substantive laws of another jurisdiction. This Agreement
      shall not be interpreted or construed with any presumption against the party
      causing this Agreement to be drafted. 

     

    
      
         

      

      
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    g. Each
      of
      the Borrower and the Lender (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
      Agreement or the Bridge Loan Documents 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 Borrower and the Lender 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 the Bridge Note and agrees
      that such service shall constitute good and sufficient service of process and
      notice thereof. Nothing in this Section 5(g) shall affect or limit any right
      to
      serve process in any other manner permitted by law.

     

    h. Any
      forbearance, failure, or delay by the Lender in exercising any right, power,
      or
      remedy shall not preclude the further exercise thereof, and all of the Lender’s
      rights, powers, and remedies shall continue in full force and effect until
      specifically waived in writing by the Lender.

     

    i. This
      Agreement may be executed in two or more counterparts, all of which shall be
      considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other
      party.

     

    j. The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    k. If
      any provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement or the validity or
      enforceability of this Agreement in any other jurisdiction.

     

    l. This
      Agreement, the Bridge Note and the instruments referenced herein contain the
      entire understanding of the parties with respect to the matters covered herein
      and therein. No provision of this Agreement may be waived or amended other
      than
      by an instrument in writing signed by the party to be charged with
      enforcement.

     

    m. This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and assigns. The Borrower shall not assign this Agreement
      or
      any rights or obligations hereunder without the prior written consent of the
      Lender. Notwithstanding the foregoing, the Lender may assign its rights
      hereunder to any other person or entity without the consent of the
      Borrower.

     

    n. This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other person.

     

    
      
         

      

      
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    o. All
      remedies of the Lender under this Agreement, the Bridge Note and the other
      Bridge Loan Documents (i) are cumulative and concurrent, (ii) may be exercised
      independently, successively or together with other lenders against the Borrower,
      (iii) shall not be exhausted by any exercise thereof, but may be exercised
      as
      often as occasion therefore may occur, and (iv) shall not be construed to be
      waived or released by the Lender’s delay in exercising, or failure to exercise,
      them or any of them at any time it may be entitled to do so.

     

    p. All
      notices required hereunder shall be made in accordance with Section 11 of the
      Bridge Note.

     

    
      
         

      

      
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    By
      executing the appropriate signature line below, the Borrower, intending to
      be
      legally bound hereby, agrees to the terms and conditions of this Agreement
      as of
      the date hereof.

     

     

    
      
        	 	Very truly yours,
	 	 
	 	By:                                                                         
                
	 	Name: Walter W. Witoshkin
	 	Title: Chairman & CEO
	 	QuantRx Biomedical Corporation
                


      

    

     

    By:                                                               
      

    Name:
      

    Title:
      

     

    
      
         

      

      
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    Exhibit
      A

    


    [Form
      of Note]

    



    
      
         

      

      
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    Exhibit
      B

    


    [Stock
      Pledge Agreement]


    
      
         

      

      
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    Exhibit
      C

    


    [IP
      Security Agreement]

     

    
      
         

      

      
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