PATENT,
      TRADEMARK

    AND
      COPYRIGHT SECURITY AGREEMENT

    


    THIS
      PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered
      into as of this __th day of June, 2008, by and
      between QUANTRX BIOMEDICAL CORPORATION, a Nevada corporation (the “Pledgor”),
      with its principal address at 100 S. Main Street, Suite 300, Doylestown, PA
      18901, and __________________ (the “Lender”).

    


    WHEREAS,
      the Pledgor and the Lender or its assignee are parties to a certain Letter
      Loan
      Agreement, dated as of June __, 2008 (the “Purchase Agreement”), that provides
      for, among other things: (i) the Pledgor to issue to the Lender the Note
      identified in the Purchase Agreement (the “Notes”); and (ii) the grant by the
      Pledgor to the Lender of a security interest in certain of the Pledgor’s assets.


    


    WHEREAS,
      to induce the Lender to purchase the Notes pursuant to the Purchase Agreement,
      the Pledgor has agreed to pledge as collateral security for the Pledgor’s
      obligations under the Notes, the assets described herein.

    


    NOW,
      THEREFORE, in consideration of the foregoing premises and the mutual covenants
      and agreements contained, and for other good and valuable consideration (the
      receipt and sufficiency of which are hereby acknowledged), the Pledgor and
      the
      Lender agree as follows:

    


    1. Security
      Interest in Patents, Trademarks and Copyrights.
      To
      secure the complete and timely satisfaction of all of Pledgor’s payment
      obligations now or hereafter existing under the Notes (the “Obligations”), the
      Pledgor hereby grants and conveys to the Lender through the Collateral Agent
      a
      security interest (having priority over all other security interests except
      as
      set forth herein) with power of sale, to the extent permitted by law, in all
      of
      its now owned or existing, and hereafter acquired or arising: 

    


    
      	 	
              (a)

            	
              patents,
                patent applications, including, without limitation, any invention
                and
                improvement to a patent or patent application, including without
                limitation those patents and patent applications listed on Schedule
                A
                (being sometimes referred to individually and/or collectively, the
                “Patents”); 

            


    

    


    
      	 	
              (b)

            	
              trademarks,
                registered trademarks and trademark applications, trade names, trade
                styles, service marks, registered service marks and service mark
                applications including, without limitation, the registered trademarks,
                trademark applications, registered service marks and service mark
                applications listed on Schedule
                B
                and (i) all renewals thereof, (ii) all accounts receivable, income,
                royalties, damages and payments now and hereafter due and/or payable
                with
                respect thereto, including, without limitation, payments under all
                licenses entered into in connection therewith and damages and payments
                for
                past, present or future infringements and dilutions thereof, and
                (iii) the
                right to sue for past, present and future infringements and dilutions
                thereof, and (iv) all of the Pledgor’s rights corresponding thereto
                throughout the world (all of the foregoing registered trademarks,
                trademark applications, trade names, trade styles, registered service
                marks and service mark applications, together with the items described
                in
                clauses (i)-(iv) in this Section 1(b), being sometimes hereinafter
                individually and/or collectively referred to as the “Trademarks”);
                

            


    

    
    

     

    
      
         

      

      
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              (c)

            	
              the
                goodwill of Pledgor’s business connected with and symbolized by the
                Trademarks; and

            


    

    


    
      	 	
              (d)

            	
              copyrights,
                and copyright applications, including without limitation, those copyrights
                listed in Schedule
                C
                (being sometimes referred to individually and/or collectively as
                the
                “Copyrights”);

            


    

    


    together
      with all additions, accessions, accessories, amendments, attachments,
      modifications, substitutions, and replacements, proceeds and products of the
      foregoing (collectively, the “Collateral”).

    


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

     

    2. Recording
      of Patents and Trademarks.
      Pledgor
      represents and warrants that (1) the patents and patent applications listed
      in
      Schedule A, and (2) the trademark and trademark applications described in
      Schedule B, have each been duly recorded in the U.S. Patent and Trademark Office
      (the “PTO”); and that no other patents, patent applications, trademarks, or
      trademark applications have been filed or recorded with the PTO in which the
      Pledgor has an interest.

    


    3. Recording
      of Copyrights.
      Pledgor
      represents and warrants that the copyright and copyright applications described
      in Schedule C have been duly recorded in the U.S. Copyright Office, and that
      no
      other copyright, and copyright applications have been recorded in the U.S.
      Copyright Office, in which the Pledgor has an interest.

    


    4. Restrictions
      on Future Agreements.
      Pledgor
      will not, without the Lender’s prior written consent, after the date hereof,
      enter into any agreement that is inconsistent with this Agreement, and Pledgor
      further agrees that it will not take any action, and will use reasonable efforts
      not to knowingly permit any action to be taken by others subject to its control,
      or knowingly fail to take any action, which would affect the validity or
      enforcement of the rights transferred to the Lender, under this Agreement or
      the
      rights associated with those Patents, Trademarks and/or Copyrights which are
      in
      Pledgor’s reasonable business judgment, necessary or desirable in the operation
      of Pledgor’s business. Notwithstanding anything to the contrary set forth
      herein, it is understood and agreed that the Pledgor shall be permitted to
      license the Collateral to the extent the same is permitted pursuant to the
      terms
      of the Notes.

     

    
      
         

      

      
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    5. New
      Patents, Trademarks and Copyrights.
      Pledgor
      represents and warrants that the Patents, Trademarks, and Copyrights listed
      on
      Schedules A, B, and C, include all of the patents, patent applications,
      trademark registrations, trademark applications, service marks registrations,
      service mark applications, registered copyrights and copyright applications,
      now
      owned or held by Pledgor. If, prior to the termination of this Agreement,
      Pledgor shall (i) create or obtain rights to any new patents, trademarks,
      trademark registrations, trademark applications, trade names, trade styles,
      service marks, service marks registrations, or service mark applications, or
      (ii) become entitled to the benefit of any patent, trademark, trademark
      registration, trademark application, trade name, trade style, service mark,
      service mark registration, service mark application, the provisions of Section
      1
      above shall automatically apply thereto and Pledgor shall give the Lender prompt
      written notice thereof. Pledgor hereby authorizes the Lender to modify this
      Agreement by (a) amending Schedules A, B, and/or C, as the case may be, to
      include any future patents, trademark registrations, trademark applications,
      service mark registrations, service mark applications, registered copyrights
      and
      copyright applications that are Patents, Trademarks or Copyrights under Section
      1 above, or under this Section 5 (whether or not any such notice from Pledgor
      has been sent or received), and (b) filing, in addition to and not in
      substitution for this Agreement, a supplement or addendum to this Agreement
      containing on Schedule B therein, as the case may be, such registered
      trademarks, trademark applications, service marks, registered service marks
      and
      service mark applications that are Trademarks under Section 1 above or this
      Section 5 and to take any action the Lender otherwise deems appropriate to
      perfect or maintain the rights and interest of the Lender, under this Agreement
      with respect to such Patents, Trademarks and Copyrights. 

    


    6. Nature
      and Continuation of Security Interest; Notice to Third Parties.
      This
      Agreement has the effect of giving third parties notice of the Lender’s Security
      Interest in Pledgor’s Patents, Trademarks and Copyrights. This Agreement is made
      for collateral security purposes only. This Agreement shall create a continuing
      security interest in the Patents, Trademarks and Copyrights and shall remain
      in
      full force and effect until the Obligations of the Pledgor to the Lender have
      been paid in full. 

    


    7. Right
      to Inspect; Assignments and Security Interests.
      The
      Lender shall have the right, at any reasonable time upon prior written request
      and from time to time, to inspect Pledgor’s premises and to examine Pledgor’s
      books, records and operations relating to the Patents and the Trademarks,
      including, without limitation, Pledgor’s quality control processes; provided,
      that in conducting such inspections and examinations, the Lender shall use
      reasonable efforts not to disturb unnecessarily the conduct of Plegor’s ordinary
      business operations. From and after the occurrence of an event of default under
      the Notes (an “Event of Default”), Pledgor agrees that the Lender, or a
      conservator appointed by the Lender, shall have the right to take any action
      to
      renew or to apply for registration of any Trademarks as the Lender or said
      conservator, on its sole judgment, may deem necessary or desirable in connection
      with the enforcement of the Lender’s rights hereunder. Other than a license of
      Collateral permitted under Section 4, Pledgor agrees not to sell or assign
      its
      respective interests in the Patents, Trademarks and/or Copyrights without the
      prior written consent of the Lender.

     

    
      
         

      

      
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    8. Duties
      of Pledgor.
      Pledgor
      shall have the duty to (i) prosecute diligently any patent application, or
      trademark application or service mark application that is part of the Trademarks
      pending as of the date hereof or thereafter until the termination of this
      Agreement, and (ii) preserve and maintain all of Pledgor’s rights in the
      patents, patent applications, trademark applications, service mark applications
      and trademark and service mark registrations that are part of the Patents and
      Trademarks. Any expenses incurred in connection with the foregoing shall be
      borne by Pledgor. Pledgor shall not, without thirty (30) days prior written
      notice to the Lender, abandon any trademark or service mark that is the subject
      of a registered trademark, service mark or application therefor and which,
      is or
      shall be necessary or economically desirable in the operation of the Pledgor’s
      business. The Lender shall not have any duty with respect to the Patents,
      Trademarks and/or Copyrights. Without limiting the generality of the foregoing,
      the Lender shall not be under any obligation to take any steps necessary to
      preserve rights in the Patents, Trademarks and/or Copyrights against any other
      parties, but may do so at its option during the continuance of an Event of
      Default, and all expenses incurred in connection therewith shall be for the
      sole
      account of Pledgor and added to the Obligations and liabilities secured hereby
      and by the Security Agreement. 

    


    9. Collateral
      Agent’s Right to Sue.
      Upon
      (but not until) the occurrence and during the continuance of any Event of
      Default, the Collateral Agent shall have the right, for the benefit of the
      Lenders, to exercise all rights and remedies available at law or in equity.
      From
      and after the occurrence and during the continuance of an Event of Default,
      the
      Collateral Agent shall have the right, but shall not be obligated, to bring
      suit
      or take any other action to enforce the Patents, Trademarks and Copyrights
      and,
      if the Lender shall commence any such suit or take any such action, Pledgor
      shall, at the request of the Collateral Agent, do any and all reasonable lawful
      acts and execute any and all proper documents reasonably required by the
      Collateral Agent in aid of such enforcement. Pledgor shall, upon demand,
      promptly reimburse and indemnify the Lender for all reasonable out-of-pocket
      costs and expenses incurred by the Collateral Agent in the exercise of its
      rights under this Section 9 (including, without limitation, all attorneys’
fees). If, for any reason whatsoever, the Collateral Agent is not reimbursed
      with respect to the costs and expenses referred to in the preceding sentence,
      such costs and expenses shall be added to the Obligations secured hereby and
      by
      the Security Agreement. 

    


    10.
       Waivers.
      The
      Pledgor waives to the extent permitted by applicable law presentment, demand,
      notice, protest, notice of acceptance of this Agreement, notice of any loans
      made, credit or other extensions granted, collateral received or delivered
      or
      any other action taken in reliance hereon and all other demands and notices
      of
      any description, except for such demands and notices as are expressly required
      to be provided to the Pledgor under this Agreement or any other document
      evidencing the Obligations or the liabilities under the Notes. With respect
      to
      both the Obligations and any Collateral, the Pledgor assents to any extension
      or
      postponement of the time of payment or any other forgiveness or indulgence,
      to
      any substitution, exchange or release of Collateral, to the addition or release
      of any party or person primarily or secondarily liable, to the acceptance of
      partial payment thereon and the settlement, compromise or adjustment of any
      thereof, all in such manner and at such time or times as the Lender may deem
      advisable. The Collateral Agent may exercise its rights with respect to the
      Collateral without resorting, or regard, to other collateral or sources of
      reimbursement for Obligations. The Collateral Agent shall not be deemed to
      have
      waived any of its rights with respect to the Obligations or the Collateral
      unless such waiver is in writing and signed by the Collateral Agent. No delay
      or
      omission on the part of the Collateral Agent in exercising any right shall
      operate as a waiver of such right or any other right. A waiver on any one
      occasion shall not bar or waive the exercise of any right on any future
      occasion. All rights and remedies of the Collateral Agent in the Obligations
      or
      the Collateral, whether evidenced hereby or by any other instrument or papers,
      are cumulative and not exclusive of any remedies provided by law or any other
      agreement, and may be exercised separately or concurrently. 

     

    
      
         

      

      
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    11.
       Successors
      and Assigns.
       This
      Agreement shall be binding upon the Pledgor, its respective successors and
      permitted assigns, and shall inure to the benefit of and be enforceable by
      the
      Collateral Agent and its successors and assigns. Without limiting the generality
      of the foregoing sentence, the Collateral Agent may assign or otherwise transfer
      any agreement or any note held by it evidencing, securing or otherwise executed
      in connection with the Obligations, or sell participations in any interest
      therein, to any other person or entity.

    


    12.
       General;
      Term.
       

    


    (a)
       This
      Agreement may not be amended or modified except by a writing signed by the
      Pledgor and the Lender, nor may the Pledgor assign any of its rights hereunder.
      This Agreement and the terms, covenants and conditions hereof shall be construed
      in accordance with, and governed by, the laws of the State of New York (without
      giving effect to any conflicts of law provisions contained therein). In the
      event that any Collateral stands in the name of the Pledgor and another or
      others jointly, as between the Collateral Agent and the Pledgor, the Collateral
      Agent may deal with the same for all purposes as if it belonged to or stood
      in
      the name of the Pledgor alone. 

    


    (b)
       This
      Agreement and the security interests granted herein shall automatically, without
      further action of the parties hereto, terminate on the date on which all
      payments under the Notes have been indefeasibly paid or satisfied in full
      (including as a result of the conversion in full of the Notes). Upon such
      termination, the Lender shall promptly take any action reasonably requested
      by
      the Pledgor to cause the release of the security interests created
      hereunder.

    


    (c) This
      Agreement shall be subject to all provisions of the Letter Loan Agreement,
      dated
      as of June __, 2008, between the Pledgor and the Lender (the “Purchase
      Agreement”). 

     

    
      
         

      

      
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    13.
       Waiver
      of Jury Trial; Venue.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof.  The Pledgor agrees that all
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Agreement, the other Transaction Documents
      (as
      defined in the Purchase Agreement) and the Notes (whether brought against a
      party hereto or its respective affiliates, directors, officers, shareholders,
      partners, members, employees or agents) may be brought in the Courts of New
      York
      County, New York or of the United States of America for the Southern District
      of
      New York and hereby expressly submits to the personal jurisdiction and venue
      of
      such courts for the purposes thereof and expressly waives any claim of improper
      venue and any claim that such courts are an inconvenient forum. Each of the
      Pledgor and the Lender hereby irrevocably consents to the service of process
      of
      any of the aforementioned courts in any such suit, action or proceeding by
      the
      mailing of copies thereof by registered or certified mail, postage prepaid,
      at
      the address in effect for notices to it under the Purchase Agreement, such
      service to become effective 10 days after such mailing. Nothing in this Section
      shall affect or limit any right to serve process in any other manner permitted
      by law. Each of the Pledgor and the Lender hereby agree that the prevailing
      party in any suit, action or proceeding arising out of or relating to this
      Agreement shall be entitled to reimbursement for reasonable legal fees from
      the
      non-prevailing party. The Pledgor and the Lender hereby waive all rights to
      trial by jury.

    


    


    [Signature
      Page Follows]


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      written above.

     

     

    
      	 	 	 
	 	PLEDGOR:
	 	 
	In
              the
              Presence of:	QUANTRX
              BIOMEDICAL
              CORPORATION 
	 
 	 
 	 
 
	 	By:  	 
	
              
                

              

              Witness

            	
              
Name:
	 	
              Title:

            


    

     

    
       

      
        	 	 	 
	 	LENDER:
	 	 
	In
                the
                Presence of:	 
	 
 	 
 	 
 
	 	By:  	 
	
                
                  

                

                Witness

              	
                
Name:
	 	
                Title:

              


      

       

        
          
             

          

          
            7

            
              

            

          

          
             

          

        



    

    SCHEDULE
      A

    Patents
      and Patent Applications

    


    


    



    
      
         

      

      
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    SCHEDULE
      B

    Trademarks
      and Trademark Applications 

    


     

    



    
      
         

      

      
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    SCHEDULE
      C

    Copyrights
      and Copyright Applications

    


    


    None

    


    
      
         

      

      
        10