EMPLOYMENT
AGREEMENT

    


    This EMPLOYMENT AGREEMENT (this
“Agreement”),
dated as of _________ ___, 2009, by and between QuantRx Biomedical Corporation,
a Nevada corporation (the “Company”), and
William Fleming (the “Executive”).

    


    WITNESSETH
:

    


    WHEREAS, the Company is
engaged in the research, development, acquisition and commercialization of
medical diagnostic products (the “Business”);

    


    WHEREAS, the Executive has
certain experiences relating to the Business; and

    


    WHEREAS, the Company desires
to retain the services of the Executive as Chief Science Officer (“CSO”);

    


    WHEREAS, the Company and the
Executive desire to enter into this Agreement to set forth the terms and
conditions of the employment relationship between the Company and the
Executive;

    


    NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    


    1.          
  Nature of
Employment.

    


    (a)           The
Company hereby engages the Executive as a full-time employee to hold the office
of CSO for the Initial Term and any Renewal Term (as defined herein)
(collectively the “Employment Period”),
and the Executive accepts such employment, on the terms and conditions set forth
in this Agreement.  Throughout the Employment Period, subject to the
direction of the Board of Directors of the Company (the “Board”), the
Executive shall perform and discharge well and faithfully the duties that may be
assigned to him from time-to-time by the Board in connection with the conduct of
the Business.

    


    (b)           Throughout
the Employment Period, the Executive will:  (i) devote his full
employment energies, interests, abilities and time to the performance of his
duties and shall not render to others any material service of any kind for
compensation, unless the Executive receives written consent of the Board; (ii)
not engage in any business activities that are directly or indirectly
competitive with any business conducted by the Company or any of its
subsidiaries or affiliates; (iii) observe and carry out such reasonable rules,
regulations, policies, directions and restrictions as may be established from
time-to-time by the Board, including but not limited to, the standard policies
and procedures of the Company as in effect from time-to-time and (iv) do such
traveling as may reasonably be required in connection with the performance of
such duties and responsibilities.


    
      
         


      

      
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    (c)           The
Executive acknowledges that Sections 5, 6 and 7 of this Agreement contain
non-competition and non-disclosure of proprietary information provisions, and
the Executive agrees to comply with these provisions.  The Executive
understands that entering into and complying with these provisions is a
condition to the Executive’s continued employment with the Company and that
failure to comply with the terms and conditions of these provisions may result
in termination for “Cause” (as defined below) under this Agreement.

    


    2.         
   Term
and Termination of Employment.

    


    (a)           Term.  Subject to prior
termination in accordance with this Section 2, the term of this Agreement and
the Executive’s employment hereunder shall be for a term of three (3) years
commencing on the date of this Agreement (“Initial Term”); and
following such Initial Term, this Agreement shall thereafter automatically renew
for an additional term of one (1) year (“Renewal Term”),
unless either party gives written notice of termination to the other party not
less than ninety (90) days prior to the end of any term (in which event this
Agreement shall terminate effective as of the close of such Initial Term or
Renewal Term).  Each twelve-month period beginning on the date hereof
or any anniversary thereof is referred to in this Agreement as a “Year”.

    


    (b)           By
Company With Cause.

    


    (1)           During
the Employment Period, the Company may terminate Executive’s employment at any
time for Cause.


    
      
         


      

      
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    (2)           As
used herein, the term “Cause” shall mean and be limited to:  (i) any
willful and material breach of this Agreement by the Executive; (ii) any willful
or gross neglect by the Executive of his duties and responsibilities hereunder;
(iii) any fraud, criminal misconduct, breach of fiduciary duty, dishonesty, or
gross and willful misconduct by the Executive in connection with the performance
of his duties and responsibilities hereunder; (iv) the Executive being legally
intoxicated or under the influence of illegal or illegally obtained drugs during
business hours or while on call, or being habitually drunk or addicted to drugs
(provided that this shall not restrict the Executive from taking
physician-prescribed medication in accordance with the applicable prescription);
(v) the commission by the Executive of any felony or crime of moral turpitude;
(vi) any action by the Executive which may materially impair or damage the
reputation of the Company; (vii)  insubordinate disregard of any
lawful direction given to the Executive by the Board; or (viii) repeated failure
or refusal to comply with the Company’s policies and procedures.

    


    (c)           By Company Without Cause or
by Executive with Good Reason.

    


    (1)           During
the Employment Period, the Company may terminate Executive’s employment at any
time without Cause.

    


    (2)           The
Executive’s employment may be terminated by the Executive for Good
Reason.  For purposes of this Agreement, “Good Reason” shall
mean, in the absence of written consent of the Executive:


    
      
         


      

      
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    (i)           the
assignment to the Executive of any duties materially inconsistent with the
Executive’s duties and responsibilities, or any other material action by the
Company that is materially inconsistent with or materially reduces such duties
or responsibilities; or

     

    (ii)           notice
in writing to the Executive of his/her relocation, without the Executive’s
consent, to a place of business more than 50 miles from his/her location as of
the date hereof;

    


    (iii)           a
breach by the Company of any of its material agreements contained herein and the
continuation of such breach for fifteen (15) business days after notice thereof
is given to the Company; or


    
      
         


      

      
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    (iv)           a
“Change of
Control” (as defined herein); Executive may terminate this Agreement for
Good Reason or if there is a “Change of Control.”  A “Change of
Control” shall mean the occurrence of any of the following; (a) the sale,
transfer, conveyance or other disposition in one or a series of related
transactions, or all or substantially all of the assets of the Company to any
entity, person, or group; (b) any entity, person, or group that becomes,
directly or indirectly, the owner of more than forty percent (40%) of the voting
stock of the Company by way of merger, consolidation, or otherwise; (c) the
present directors of the Company cease for any reason to constitute the majority
of the Board. (d) If, during the Term, there should be a Change of Control (as
defined herein), and within 3 months before or 12 months thereafter either (i)
Executive’s  employment is terminated by the Company for any reason
other than Cause or the death or disability of Executive or (ii) Executive
terminates his employment for Good Reason, then Company shall, on or before
Executive’s last day of full-time employment hereunder, pay to Executive, in
lieu of any other rights to cash compensation he may have under this Agreement
which have not accrued by such date, a lump sum cash payment equal to two times
(x) Executive’s then current Base Salary and (y) the Bonus Amount.
Notwithstanding the foregoing, Company shall not be obligated to make any
payments under this Section 2 unless Executive has executed and delivered to
Company a further agreement, to be prepared at the time of Executive’s
termination of employment, that shall provide (i) an unconditional release of
all claims, charges, complaints and grievances, whether known or unknown to
Executive, against Company or any of its affiliates, through date of Executive’s
termination of employment; (ii) an obligation to maintain the confidentiality of
such agreement; and (iii) an obligation to indemnify Company if Executive
breaches such agreement. (e) It is the intention of the parties that the
payments under this Section 2 shall not constitute “excess parachute payments”
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended. Accordingly, notwithstanding anything in this Section 2 to the
contrary, if any of the amounts otherwise payable under this Section would
constitute “excess parachute payments,” or if the independent accountants acting
as auditors for Company on the date of the Change in Control determine that such
payments may constitute “excess parachute payments,” then the amounts otherwise
payable under this Section 2 shall be reduced to the maximum amounts that may be
paid without any such payments constituting, or potentially constituting,
“excess parachute payments.” (f) Following any termination of Executive’s
employment under this Section 4.5 after a Change in Control, Executive shall be
entitled to continue to receive for the remainder of the then-current Term, but
not less than 12 months, medical benefits coverage for Executive and Executive’s
spouse and dependents (if any) at the Company’s expense if and to the extent
Company was paying for such benefits at the time of such termination. (g) Upon
making the payment described in this Section 2, Company shall have no further
obligation to Executive under this Agreement.


    
      
         


      

      
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    Notwithstanding
the foregoing, the Executive shall not be considered to have Good Reason to
terminate this Agreement unless and until he gives the Company written notice of
the circumstances constituting Good Reason with respect to subsections (i)-(ii)
and the Company fails to have cured such circumstances within fifteen (15)
business days of receipt of such notice.

    


    (d)           By Executive Without Good
Reason.

    


    (1)           At
any time during the Employment Period, Executive may resign employment by giving
thirty (30) days prior notice of termination to Company.

    


    (2)           In
the event Executive voluntarily terminates his employment without Good Reason at
any time during the Employment Period, Executive shall only be entitled to
unpaid Salary and Fringe Benefits, as defined in Section 3 hereof, through the
date of termination of employment.


    
      
         


      

      
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    (e)           Termination
of Employment by Reason of Death.  If Executive
shall die during the Employment Period, this Agreement shall terminate
automatically as of the date of death, and Company shall pay to the Executive’s
estate the amounts set forth under Section 2(g)
hereof, including those amounts under Section 3 hereof which would
otherwise be payable to Executive up to the end of the month in which death
occurs, and, to the extent applicable, any insurance or insurance proceeds,
vested death benefits, compensation for accrued vacation or leave
time.

    


    (f)           Termination
of Employment by Reason of Disability.  As used herein,
the term “permanent disability” shall mean, and be limited to, any physical or
mental illness, disability or impairment that prevents or may reasonably be
expected to prevent the Executive from continuing for the performance of his
normal duties and responsibilities hereunder for a period in excess of six (6)
consecutive months.  For purposes of determining whether a “permanent
disability” has occurred under this Agreement, the written determination thereof
by two (2) qualified practicing physicians selected and paid for by the Company
(and reasonably acceptable to the Executive) shall be conclusive.

    


    (g)           Severance.     In the event the Company terminates Executive’s
employment without Cause, or Executive terminates his employment for Good
Reason, or Executive’s employment is ended because of a permanent disability or
death, then, subject to the execution of a general release of claims in favor of
the Company, Executive or Executive’s estate will receive an amount equal
to twelve (12) months Salary as severance within
thirty (30) days of the date of such termination (or such later date as may be
necessary to avoid any adverse tax consequences under Section 409(A) of the
Internal Revenue Code) and any and all compensation and benefits under Section
3 hereof, which would otherwise be payable
to Executive as of the effective date of termination.


    
      
         


      

      
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    (h)           Significant
Acquisition/Divestiture.  If during the
Employment Period, the Company sells, or
causes a sale of, (i) all or substantially all of the shares of its capital
stock or the capital stock of any of its affiliates, (ii) all or substantially
all of its assets or the assets of any of its affiliates or (iii) performs a
material acquisition of the capital stock or assets of any entity and such
acquisition is material the Company (the events specified in (i), (ii) and (iii)
being a “Significant
Acquisition/Divestiture”), Executive or
Executive’s estate will receive an amount equal to the greater of (A)(1)
the product of any per share consideration to be received by the stockholders,
whether as a dividend, distribution or otherwise, of the Company in connection
with such Significant Acquisition/Divestiture multiplied by (2) the
number of shares of the Company’s common stock held by Executive on a
filly-diluted, as converted basis (that is, assuming the exercise of all options
or warrants to purchase, or the conversion of all securities convertible into,
common stock of the Company, in each case then held by Executive) and (B) one
(1) year’s Salary, as a completion bonus
within thirty (30) days of the date of the consummation of such acquisition or
sale (or such later date as may be necessary to avoid any adverse tax
consequences under Section 409(A) of the Internal Revenue Code).

    


    
      
         

      

      
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    3.            Compensation and
Benefits.


    (a)           Salary.  Executive
shall receive an annual salary (“Salary”) in the
amount of $168,000, less statutory deductions and applicable withholdings, which
shall be payable in periodic installments in accordance with the standard
payroll practices of the Company in effect from time-to-time, and shall be
subject to required tax and payroll withholdings.  The Salary may be increased from
time-to-time as the Board, upon recommendation of the Board’s Compensation
Committee (the “Compensation
Committee”), determines.

    


    (b)           Bonus.  In
addition to the Salary, the Executive shall receive a calendar year end bonus
and/or other incentive compensation equal in value to not less than 25% and not
more than 100% of the Salary (such percentage within the 25% - 100% range to be
determined by the Board, based upon the recommendation of the Compensation
Committee). In addition to the foregoing, the Executive shall receive a $25,000
cash Milestone Bonus for the successful achievement of the First Milestone as
defined in the QN Diagnostics LLC Operating Agreement.

    


    (c)           Fringe
Benefits.  The Company shall
also make available to the Executive, throughout the period of his employment
hereunder, such benefits and perquisites as are generally provided by the
Company to its executives at the Executive’s level of responsibility; provided, however, that nothing
herein contained shall be deemed to require the Company to adopt or maintain any
particular plan or policy.

    


    (d)           Expenses.  The Company shall
reimburse the Executive, upon presentment by the Executive to the Company of
appropriate receipts, vouchers or other supporting documentation therefor, for
any reasonable out-of-pocket business expenses incurred by the Executive in
connection with the performance of his duties and responsibilities hereunder, in
accordance with the Company’s standard policies and procedures in effect from
time-to-time.


    
      
         


      

      
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    (e)           Equity
Compensation.  As an incentive for Executive to make the agreements
contained in this Agreement, upon execution of this
Agreement, Executive shall receive
stock options under the Company’s 2007 Incentive Stock Plan (the
“Plan
Options”), that do not qualify as incentive
stock options, to purchase not less than 125,000 shares of the Company’s
common stock at an exercise price equal to the closing price of the Company’s
common stock on the date of the grant, which shall be exercisable for five
(5) years from the date hereof.  The
Plan Options shall vest with respect to 62,500 options on the successful
achievement of the First Milestone as defined in the QN Diagnostics LLC
Operating Agreement and shall vest with respect to the remaining 62,500 options
on the successful achievement of the Second Milestone as defined in the QN
Diagnostics LLC Operating Agreement.  The Plan Options shall contain
cashless exercise provisions permitting payment of any portion of the exercise
price by surrendering Plan Options and/or shares of the Company’s common stock
to the Company and shall be governed by the provisions of a stock option
agreement substantially in the same form as the Company uses for non-qualified
grants to its other senior executives with such modifications as are appropriate
to incorporate the terms of this section 3(e) and to delete any provisions that
are inconsistent with such terms.


    
      
         


      

      
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    4.      
     Vacation, Personal Days and
Sick Days.

    


    The
Executive will be entitled to holidays, personal days and sick days in
accordance with the Company’s standard policies and procedures in effect from
time-to-time.  The Executive will also be entitled to four (4) weeks
of paid vacation.

    


    5.          
  Nondisclosure of
Confidential and Proprietary Information.

    


    (a)           The
Executive acknowledges that during the term of the Employment Period, Executive
will have access to and possession of trade secret, confidential information,
and proprietary information (collectively, as defined more extensively below,
“Confidential
Information”) of the Company, its subsidiaries, and affiliates and their
respective customers.  The Executive recognizes and acknowledges that
this Confidential Information is valuable, special, and unique to the Company’s
business, and that access to and knowledge thereof are essential to the
performance of the Executive’s duties to the Company.  During the
Employment Period and thereafter, Executive will keep secret and will not use or
disclose to any person or entity other than the Company, in any fashion or for
any purpose whatsoever, any Confidential Information relating to the Company,
its subsidiaries, affiliates, or its customers, except at the request or the
Company.


    
      
         


      

      
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    (b)           The
term “Confidential
Information” means confidential data and confidential information
relating to the business of the Company, its subsidiaries, and affiliates and
their respective customers, that is or has been disclosed to Executive or of
which Executive became aware as a consequence of or through Executive’s
employment with the Company and that has value to the Company and is not
generally known to the competitors of the Company and includes but is not
limited to information written, in digital form, in graphic form, electronically
stored, orally transmitted or memorized concerning the Company’s business or
operations plans, strategies, portfolio, prospects or objectives, structure,
products, product development, technology, distribution, sales, services,
support and marketing plans, practices, and operations; research and
development, financial records and information, and customer lists.

    


    (c)           The
Executive further recognizes that the Company has received and in the future
will receive from third parties confidential or proprietary information (“Third Party Information”)
subject to a duty on the Company’s part to maintain the confidentiality of such
information and to use it only for certain limited purposes.  During
the Employment Period and thereafter, Executive will hold Third Party
Information in the strictest confidence and will not disclose to anyone (other
than Company personnel who need to know such information in connection with
their work for the Company) or use, except in connection with work for the
Company, Third Party Information unless expressly authorized by the Company in
writing.

    


    (d)           The
Executive further agrees to store and maintain all Confidential Information in a
secure place.  On the termination of the relationship, Executive
agrees to deliver all records, data, information, and other documents produced
or acquired during the Employment Period, and all copies thereof, to the
Company.  Such material at all times will remain the exclusive
property of the Company, unless otherwise agreed to in writing by the
Company.  Upon termination of the relationship, Executive agrees to
make no further use of any Confidential Information on his or her own behalf or
on behalf of any other person or entity other than the Company.


    
      
         


      

      
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    (e)           At
no time will Executive improperly use or disclose any confidential information
or trade secrets, if any, of any former employer or any other person to whom
Executive has an obligation of confidentiality, nor bring onto the premises of
the Company any unpublished documents or any property belonging to any former
employer or any other person to whom Executive has an obligation of
confidentiality unless consented to in writing by that former employer or
person.

    


    6.  
          Assignment Of Inventions and
Intellectual Property.

    


    In
consideration of Executive’s employment, Executive acknowledges and agrees that
the Company shall have exclusive, unlimited ownership rights to all materials,
information and other items created, prepared, derived or developed in
connection with or arising from Executive’s employment relationship with the
Company, whether individually or jointly with others, whether original or
considered enhancements, improvement or modifications, whether or not completed,
and whether or not protectable as trade secrets, service or trademarks, or
through patent, copyright, mask work or any other intellectual, industrial or
other form of property protection or proprietary rights (“Inventions”).  Executive
further agrees that all Inventions shall be deemed made in the course and scope
of Executive’s employment with the Company and shall belong exclusively to the
Company, with the Company having the sole right to obtain, hold and renew, in
its own name and for its own benefit, all registrations and other protections
that may be available by contract, license, law, equity and/or
regulation.  To the extent that exclusive title or ownership rights do
not originally vest in the Company as contemplated, Executive hereby irrevocably
assigns, transfers and conveys (and agrees to assign, transfer and convey in the
future) to the Company all such rights.  Executive agrees to give the
Company all assistance and execute all documents necessary to assist and enable
the Company to perfect, preserve, enforce, register and record its
rights.


    
      
         


      

      
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    7.        
    Agreement Not to
Compete.

    


    (a)           The
Executive agrees with the Company that the services that the Executive will
render during the Employment Period are unique, special and of extraordinary
character, that the Company will be substantially dependent upon such services
to develop and market its products and to earn a profit, and that the
application of the Executive’s knowledge and services to any competitive
business would be substantially detrimental to the
Company.  Accordingly, in consideration for employment by the Company
and compensation and other benefits pursuant to this Agreement, and any
compensation the Executive may receive after his employment is terminated, the
Executive will not compete or interfere with the Company or any affiliate of the
Company (or any of their successors or assigns), directly or indirectly during
the Employment Period or for the twelve (12) month period following termination
of Executive’s employment (the “Restricted
Period”).


    
      
         


      

      
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    The term
“compete” as used herein means to engage in, assist, or have any interest in,
including without limitation as a principal, consultant, employee, owner,
shareholder, director, officer, partner, member, advisor, agent, or financier,
any entity that is, or that is about to become engaged in, any activity that is
in competition with, or competes with the Company.  The phrase
includes, but is not limited to, managing, producing, soliciting or selling
services, programs or products that provide similar functions to any of the
Company’s services, programs or products to any current customer of the
Company.  However, Executive shall not
be prohibited from owning up to two percent (2%) of the equity of a publicly
traded company.

    


    (b)           Furthermore,
during the Restricted Period, Executive shall not, directly or indirectly, with
respect to the Company (including any subsidiaries or affiliates of the
Company), or any successors or assigns:

    


    (1)           Solicit
any employees of the Company’s;

    


    (2)           Directly
or indirectly influence any of the Company’s employees to terminate their
employment with the Company or accept employment with any of the Company’s
competitors; or

    


    (3)           Interfere
with any of the Company’s business relationships, including without limitation
those with customers, suppliers, consultants, attorneys, or other agents,
whether or not evidenced by written or oral agreements.


    
      
         


      

      
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    (c)           The
Executive agrees that any breach of this Section 7 shall cause the Company
substantial and irrevocable damage and therefore, in the event of any such
breach, the Executive agrees that (i) the Executive shall not be entitled to any
further payments due under the terms of this Agreement, and (ii) any stock
option granted but not exercised shall be void and have no further force or
effect.   Furthermore, in addition to any other remedies that may
be available, the Company shall have the right to seek specific performance and
injunctive relief as set forth in Section 9, without the need to post a bond or
other security.

    


    (d)           The
Executive further acknowledges that the covenants contained in this Section 7
are a material part of this Agreement and if this Agreement is terminated for
any reason, the Executive will be able to earn a livelihood without violating
these provisions.

    


    8.           
Return of Company
Property.

    


    When the
Executive leaves the employ of the Company, the Executive will deliver to the
Company (and will not keep in his possession, recreate or deliver to anyone
else) any and all devices, records, recordings, data, notes, reports, proposals,
lists, correspondence, specifications, drawings, blueprints, sketches,
materials, computer materials, equipment, other documents or property, together
with all copies thereof (in whatever medium recorded), belonging to the Company,
its successors or assigns.  The Executive further agrees that any
property situated on the Company’s premises and owned by the Company, including
computer disks and other digital, analog or hard copy storage media, filing
cabinets or other work areas, is subject to inspection by Company personnel at
any time with or without notice.


    
      
         


      

      
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    9.            Legal and Equitable
Remedies.

    


    Because
the Executive’s services are personal and unique and because the Executive may
have access to and become acquainted with the Confidential Information of the
Company, and because the parties agree that irrepressible harm would result in
the event of a breach of Sections 5, 6, 7 and 8 by the Executive, the Company
may not have an adequate remedy at law, the Company will have the right to
enforce Sections 5, 6, 7 and 8 and any of their provisions by injunction,
restraining order, specific performance or other injunction relief, without
bond, and without prejudice to any other rights and remedies that the Company
may have for a breach of this Agreement.  The Company’s remedies under
this Section 9 are not exclusive and shall not prejudice or prohibit any other
rights or remedies under this Agreement or otherwise.

    


    10.          No Conflicting
Obligations.

    


    The
Executive represents that Executive’s compliance with the terms of this
Agreement and Executive’s performance as an executive of the Company does not
and shall not breach any agreement to keep in confidence information acquired by
the Executive in confidence or in trust prior to employment by the
Company.  The Executive has not entered into, and agrees not to enter
into, any agreement, either written or oral, in conflict
herewith.


    
      
         


      

      
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    11.          Notification of New
Employer.

    


    In the
event that the Executive leaves the employ of the Company, the Executive hereby
agrees to notify the Executive’s new employer of those obligations that are
continuing under this Agreement after termination.

    


    12.          Notices.

    


    Any
notice of communication permitted or required by this Agreement shall be in
writing and delivered personally or via overnight courier or certified mail,
return receipt requested:

     

    
      	
               
      

            	
                           
      If to the Company:

            	
                
      100 S. Main Street

            


    

    
      	
               
      

            	
                
      Suite 300

            


    

    
      	
               
      

            	
                
      Doylestown, Pennsylvania 18901

            


    

    
      	
               
      

            	
                
      Attention:  Board of
Directors

            


    

    


    
      	
               
      

            	
                             
      If to the Executive:

            	
                  
      William Fleming

            


    

     

    
      
         

      

      
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              13.

            	
              General.

            


    

    


    (a)           No
waiver by the Company of any breach of this Agreement will be a waiver of any
preceding or subsequent breach. No waiver by the Company of any right under this
Agreement will be construed as a waiver of any other right. The Company will not
be required to give notice to enforce strict adherence to all terms of this
Agreement.

    


    (b)           Neither
this Agreement, nor any of the Executive’s rights, powers, duties, or
obligations hereunder, may be assigned by the Executive.  This
Agreement shall be binding upon and inure to the benefit of Executive and
Executive’s heirs and legal representatives and the Company and its
successors.  Successors of the Company shall include, without
limitation, any company or companies acquiring, directly or indirectly, all or
substantially all of the assets of the Company, whether by merger,
consolidation, purchase, lease or otherwise, and successor shall thereafter be
deemed “the Company” for the purpose hereof.

    


    (c)           The
captions and Section headings used in this Agreement are for convenience of
reference only, and will not affect the construction or interpretation of this
Agreement or any of the provisions hereof.


    
      
         


      

      
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    (d)           The
validity and construction of this Agreement or any of its provisions will be
governed by and constructed in accordance with the laws of the State of New York
without regard to its conflicts of law.  Each of the parties hereto
submits to the exclusive jurisdiction of the United States District Court for
the Southern District of New York, or if such court lacks subject matter
jurisdiction, to the jurisdiction of the Supreme Court of the State of New York,
County of New York.  Each of the parties hereto specifically waives
any objection that it may otherwise have to the jurisdiction or venue of any
such Courts or that such Courts are an inconvenient forum and acknowledges that
service of process may be made by mailing a copy thereof in accordance with the
provisions of Section 12.  However, any dispute arising under, out of,
in connection with, or in relation to: the Executive’s employment with the
Company; the termination of that employment; this Agreement, or the making,
validity, interpretation or breach thereof, will be determined and settled by
arbitration before a single arbitrator at the offices of the American
Arbitration Association (“AAA”) pursuant to the
employment dispute rules then in effect of the AAA.  The parties agree to avail themselves of any expedited
procedures available under the commercial arbitration rules of the AAA and to
use their best efforts to cause the arbitrator to render his decision within 90
days of the date of the Arbitration Notice or as soon thereafter as is
practicable.  The parties consent to the jurisdiction of the Supreme
Court of the State of New York, County of New York (Commercial Division) and of
the United States District Court for the Southern District of New York for all
purposes in connection with said arbitration and further consent that any
process or notice of motion or other application to the Court or any judge
thereof and any paper in connection with such arbitration may be served in or
out of the State of New York by certified or registered mail or personal service
or in such other manner as may be permissible under the rules of the applicable
Court or arbitration tribunal, provided a reasonable time for appearance is
allowed.  Any provisional remedy which, but for this Agreement to
arbitrate disputes, would be available at law, shall be available to the parties
hereto pending arbitration.  The costs of the arbitration, including
the reasonable legal fees and disbursements of counsel to the prevailing party
in the arbitration shall be paid by the losing party, except that the arbitrator
in his discretion shall have the right to allocate the costs of the arbitration,
including the legal fees and disbursements of the parties, in such manner as the
arbitrator shall deem fair and reasonable.


    
      
         


      

      
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    (e)           This
Agreement will be binding upon and will inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, personal
representatives, successors and permitted assigns.

    


    (f)           This
Agreement may be executed in counterparts, each of which will be deemed to be an
original hereof, but all of which together will constitute one and the same
instrument.

    


    (g)           This
Agreement constitutes the sole and entire agreement and understanding between
the parties hereto as to the subject matter hereof, and supersedes all prior
discussions, agreements and understandings of every kind and nature between them
as to such subject matter.

    


    (h)           This
Agreement is intended for the sole and exclusive benefit of the parties hereto
and their respective heirs, executors, administrators, personal representatives,
successors and permitted assigns, and no other person or entity will have any
right to rely on this Agreement or to claim or derive any benefit herefrom
absent the express written consent of the party to be charged with such reliance
or benefit.


    
      
         


      

      
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    (i)           If
any provision of this Agreement is held invalid or unenforceable, either in its
entirety or by virtue of its scope or application to given circumstances, such
provision will thereupon be deemed modified only to the extent necessary to
render same valid, or not applicable to given circumstances, or excised from
this Agreement, as the situation may require; and this Agreement will be
construed and enforced as if such provision had been included herein as so
modified in scope or application, or had not been included herein, as the case
may be.

    


    (j)           The
provisions of this Agreement will survive the termination of the Executive’s employment and the assignment of this
Agreement by the Company to any successor in interest or other
assignee.

    


    (g)           The Executive has read this Agreement
carefully and fully understands its terms.


    
      
         


      

      
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    IN
WITNESS THEREOF, the parties have executed and delivered, or caused to be
executed and delivered, this Agreement on the date first written
above.

     

    
      
        
          
            
              	
                      QUANTRX
      BIOMEDICAL CORPORATION

                    
	 
      	 
      
	
                      By:

                    	 
      
	 
      	
                      Name:

                    
	 
      	
                      Title:

                    
	 
      
	
                      William
      Fleming

                    


            

          

        

      

    


    
      
         


      

      
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