EXHIBIT 10.5

                            A-FEM MEDICAL CORPORATION
                    AMENDED AND RESTATED REGISTRATION RIGHTS
                                    AGREEMENT


     This Amended and Restated Registration Rights Agreement is entered into as
of the 21st day of September, 2000, by and between A-Fem Medical Corporation, a
Nevada corporation ("A-Fem"), and Capital Consultants LLC, an Oregon limited
liability company, as agent for certain investors it represents (in its capacity
as agent, Capital Consultants LLC is referred to herein as "CCL") and replaces
and supersedes those certain Registration Rights Agreements entered into by and
between A-Fem and CCL dated as of August 31, 1998, October 8, 1998, November
6, 1998, March 9, 1999, April 15, 1999, May 10, 1999, June 15, 1999, July 21,
1999, August 19, 1999, September 22, 1999, December 17, 1999, March 24, 2000,
July 21, 2000, and August 21, 2000.

     The parties agree as follows:

1.     DEFINITIONS

     1.1     The terms "Form S-l," "Form S-2" and "Form S-3" mean such
respective forms under the Securities Act of 1933, as amended ("the 1933 Act"),
as in effect on the date hereof or any successor registration forms to Form S-l,
Form S-2 and Form S-3, respectively, under the 1933 Act subsequently adopted by
the Securities and Exchange Commission or any other federal agency at the time
administering the 1933 Act (the "SEC").

     1.2     The terms "register," "registered," and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act and the declaration or ordering
of effectiveness of such registration statement or document.

     1.3     The term "Registrable Securities" means the shares of the common
stock of A-Fem (the "Common Stock") to be issued upon conversion of the shares
of convertible preferred stock (the "Preferred Stock") to be issued pursuant to
(i) the Preferred Stock and Warrant Purchase Agreement dated as of August 31,
1998, (ii) the Plan and Agreement for Recapitalization dated as of September 1,
1998, (iii) the Stock Purchase Warrant (No. 98P-1) to purchase 130,000 shares of
Preferred Stock, (iv) the Preferred Stock and Warrant Purchase Agreement dated
as of October 8, 1998, (v) the Stock Purchase Warrant (No. 98P-3) to purchase
127,280 shares of Preferred Stock, (vi) the Stock Purchase Warrant (No. 98P-4)
to purchase 72,720 shares of Preferred


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Stock, (vii) the Preferred Stock and Warrant Purchase Agreement dated as of
November 6,1998, (viii) the Stock Purchase Warrant (No. 98P-5) to purchase
102,065 shares of Preferred Stock, (ix) the Stock Purchase Warrant (No. 98P-6)
to purchase 1,583 shares of Preferred Stock, (x) the Stock Purchase Warrant (No.
98P-7) to purchase 552 shares of Preferred Stock, (xi) the Preferred Stock and
Warrant Purchase Agreement dated as of March 9,1999, (xii) the Stock Purchase
Warrant (No. 99P-8) to purchase 31,250 shares of Preferred Stock, (xiii) the
Preferred Stock and Warrant Purchase Agreement dated as of April 15,1999, (xiv)
the Stock Purchase Warrant (No. 99P-9) to purchase 20,834 shares of Preferred
Stock, (xv) the Preferred Stock and Warrant Purchase Agreement dated as of May
10,1999, (xvi) the Stock Purchase Warrant (No. 99P-10) to purchase 20,834 shares
of Preferred Stock, (xvii) the Preferred Stock and Warrant Purchase Agreement
dated as of June 15,1999, (xviii) the Stock Purchase Warrant (No. 99P-11) to
purchase 20,834 shares of Preferred Stock, (xix) the Preferred Stock and Warrant
Purchase Agreement dated as of July 21, 1999, (xx) the Stock Purchase Warrant
(No. 99P-12) to purchase 20,834 shares of Preferred Stock, (xxi) the Preferred
Stock and Warrant Purchase Agreement dated August 19,1999, (xxii) the Stock
Purchase Warrant (No. 99P-13) to purchase 20,834 shares of Preferred Stock,
(xxiii) the Preferred Stock and Warrant Purchase Agreement dated as of September
22,1999, (xxiv) the Stock Purchase Warrant (No. 99P-14) to purchase 52,080
shares of Preferred Stock, (xxv) the Preferred Stock and Warrant Purchase
Agreement dated as of December 17,1999, (xxvi) the Stock Purchase Warrant (No.
99P-15) to purchase 118,364 shares of Preferred Stock, (xxvii) the Preferred
Stock and Warrant Purchase Agreement dated as of March 24, 2000, (xxviii) the
Stock Purchase Warrant (No. 00P-16) to purchase 174,365 shares of Preferred
Stock, (xxix) the Preferred Stock and Warrant Purchase Agreement dated as of
July 21, 2000, (xxx) the Stock Purchase Warrant (No. 00P-17) to purchase 79,861
shares of Preferred Stock, (xxxi) the Preferred Stock and Warrant Purchase
Agreement dated as of August 21,2000, (xxxii) the Stock Purchase Warrant (No.
00P-18) to purchase 79,861 shares of Preferred Stock, (xxxiii) the Preferred
Stock and Warrant Purchase Agreement dated as of September 21, 2000, and (xxxiv)
the Stock Purchase Warrant (No. 00P-19) to purchase 79,861 shares of Preferred
Stock, and any Common Stock issued as a dividend or other distribution with
respect to, or any other securities issued in exchange for, or in replacement
of, such shares of Common Stock. As to any particular Registrable Securities,
such securities will cease to be Registrable Securities when (i) they have been
effectively registered under the 1933 Act and disposed of in accordance with the
registration statement covering them, or (ii) they may be sold by a Holder
without effective volume limitations pursuant to Rule 144 (or any similar
provision that is in force) under the 1933 Act.


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     1.4     The term "Holder" means (i) CCL, provided that it holds any
Registrable Securities as agent for any investor it represents, (ii) each of the
investors for whom CCL holds the Registrable Securities and (iii) any assignee
in accordance with Section 9.

2.     REGISTRATION RIGHTS

     2.1     DEMAND REGISTRATION RIGHTS

          (a)     If A-Fem shall receive, at any time after the date hereof, a
written request from the Holders of at least 30% of the Registrable Securities
then outstanding (the "Initiating Holders") that A-Fem file a registration
statement under the Securities Act covering the registration of such Initiating
Holders' Registrable Securities, then A- Fem shall, within five days after the
receipt of such request, give written notice of such request to all Holders and
shall, subject to the limitations set forth below, use its best efforts to file
as soon as practicable, a registration statement under the Securities Act of all
Registrable Securities that the Holders request to be registered in a written
request to be given within five days of the mailing of such notice by A-Fem, and
shall use its best efforts to cause such registration statement to be declared
effective as soon as practicable.

          (b)     A-Fem is obligated to effect only two registrations pursuant
to this Section 2.1; provided, however, that if A-Fem is eligible to register
securities on Form S-3, then A-Fem is obligated to effect a registration on such
Form S-3 each time such registration is requested by the Holders pursuant to
this Section 2.1.

          (c)     Notwithstanding the foregoing, if A-Fem shall furnish to the
Holders requesting a registration pursuant to this Section 2.1 a certificate
signed by the President of A-Fem stating that, in the good faith judgment of the
Board of Directors of A-Fem, it would be seriously detrimental to A-Fem and its
shareholders for such registration statement to be filed and it is therefore
essential to defer the filing of such registration statement, A-Fem shall have
the right to defer such filing for not more than 60 days after receipt of the
request of the Initiating Holders.

          (d)     Subject to Section 2.1 (c), if A-Fem fails to file a
registration statement within 20 business days after receipt of the request of
the Initiating Holders ("Deadline"), then A-Fem will grant to the Holders
requesting registration ten-year warrants, with an exercise price of $1.92 per
share, to purchase the number of shares of common stock of A-Fem determined by
the product of (1) number of days elapsed between the Deadline and the date the
registration statement is filed; and (2) 1% of the Registrable Shares that the
Holders requested to be registered. The warrants will


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contain terms, conditions and adjustments similar to warrants previously issued
to the Holders, and the warrant will be issued within 30 days of the date the
registration statement is filed. No such warrant will be issued to any Holder
who fails to promptly supply information concerning such Holder to be included
in the Registration Statement.

     2.2     INCIDENTAL REGISTRATION RIGHTS

          (a)     If at any time after the date hereof A-Fem proposes to
register any of its securities under the 1933 Act (except for registration of
shares solely in connection with an employee benefit plan or a merger or
consolidation) in any public offering, whether or not for sale for its own
account, it will at such time give prompt written notice to Holder of its
intention to do so and of Holder's rights under this Section 2.

          (b)     Upon the written request of Holder made within 30 days after
the receipt of any such notice (which request shall specify the number of
Registrable Securities intended to be disposed of by Holder), A-Fem will use its
best efforts to effect the registration under the 1933 Act and applicable state
securities laws of all Registrable Securities in connection therewith that A-Fem
has been so requested to register by Holder.

          (c)     If the managing underwriter for any underwritten offering in a
registration pursuant to this Section 2.2 shall inform in writing A-Fem and
Holder of its belief that the number of securities requested to be included in
such registration would materially and adversely affect its ability to effect
such offering, then A-Fem will include in such registration the number that
A-Fem is so advised can be sold in (or during the ;time of) such offering,
first, all securities proposed by A-Fem to be sold for its own account, and
second, such Registrable Securities and other securities of A-Fem requested to
be included in such registration by persons exercising their incidental
registration rights, pro rata on the basis of the number of shares of such
securities so proposed to be sold and so requested to be included.

3.     OBLIGATIONS OF A-FEM

     Whenever required under this Agreement to use its best efforts to effect
the registration of Registrable Securities, A-Fem shall, as expeditiously as
possible:

     3.1     Prepare and file with the SEC a registration statement with respect
to such Registrable Securities and use its best efforts to cause such
registration statement to become and remain effective for the period of the
distribution contemplated thereby determined as provided hereafter.


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     3.2     Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
registration statement.

     3.3     Furnish to Holder such reasonable number of copies of a prospectus,
including any preliminary prospectus, in conformity with the requirements of the
1933 Act, and any amendments or supplements thereto and such other documents as
Holder may reasonably request in order to facilitate the disposition of
Registrable Securities owned by Holder.

     3.4     Use its best efforts to register and qualify the securities covered
by such registration statement under such other securities or Blue Sky laws of
all 50 states, provided that A-Fem shall not be required in connection therewith
or as a condition thereto to qualify to do business or to file a general consent
to service of process in any such states.

     3.5     In the event of any underwritten public offering, enter into and
perform its obligations under an underwriting agreement, in usual and customary
form, with the managing underwriter of such offering. Holder shall also enter
into and perform its obligations under such an agreement, including furnishing
any opinion of counsel or entering into a lock-up agreement reasonably requested
by the managing underwriter and take such other actions as are reasonably
required in order to expedite or facilitate the disposition of the Registrable
Securities to be so included in the registration statement.

     3.6     Notify Holder, at any time when a prospectus relating thereto
covered by such registration statement is required to be delivered under the
1933 Act, of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and promptly file such amendments and
supplements that may be required on account of such event and use its best
efforts to cause each such amendment and supplement to become effective.

     3.7     Furnish, at the request of any Holder requesting registration of
Registrable Securities pursuant to Section 2, on the date that such Registrable
Securities are delivered to the underwriters for sale in connection with a
registration pursuant to Section 2, if such securities are being sold through
underwriters, or, if


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such securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i) an
opinion, dated such date, of the counsel representing A-Fem for the purposes of
such registration, in form and substance as is customarily given to underwriters
in an underwritten public offering, addressed to the underwriters, if any, and
to the Holders requesting registration of Registrable Securities and (ii) a
letter dated such date, from the independent certified public accountants of
A-Fem, in form and substance as is customarily given by independent certified
public accountants to underwriters in an underwritten public offering, addressed
to the underwriters, if any, and to the Holders requesting registration of
Registrable Securities.

     3.8     Otherwise use its best efforts to comply with all applicable rules
and regulations of the SEC, and make available to its security holders, as soon
as reasonably practicable, but not later than 18 months after the effective date
of the registration statement, an earnings statement covering the period of at
least 12 months beginning with the first full month after the effective date of
such registration statement, which earnings statement shall satisfy the
provisions of Section 1l(a) of the Securities Act.

     3.9     Use its best efforts to list the Restricted Securities covered by
such registration statement with any securities exchange on which the Common
Stock of A-Fem is then listed.

For purposes of Sections 3.1 and 3.2, the period of distribution of Registrable
Securities in a firm commitment underwritten public offering shall be deemed to
extend until each underwriter has completed the distribution of all securities
purchased by it, and the period of distribution of Registrable Securities in any
other registration shall be deemed to extend until the earlier of the sale of
all Registrable Securities covered thereby and one year after the effective date
thereof.

4.     PREPARATION; INFORMATION; REASONABLE INVESTIGATION

     4.1     FURNISH INFORMATION

     It shall be a condition precedent to the obligations of A-Fem to take any
action pursuant to this Agreement that Holder shall furnish to A-Fem such
information regarding Holder, the Registrable Securities held by Holder, and the
intended method of disposition of such securities as shall be required to effect
the registration of Holder's Registrable Securities.


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     4.2     PREPARATION; REASONABLE INVESTIGATION

     In connection with the preparation and filing of any registration statement
under the 1933 Act pursuant to this Agreement, A-Fem will give Holder and
Holder's counsel, accountants or underwriters the opportunity to participate in
the preparation of such registration statement, each prospectus included therein
or filed with the SEC, and each amendment thereof or supplement thereto, and
will give Holder such access to its books and records and such opportunities to
discuss the business of A-Fem with its officers and the independent public
accountants who have certified its financial statements as shall be necessary,
in the opinion of Holder's counsel, accountants or underwriters, to conduct a
reasonable investigation within the meaning of the 1933 Act.

5.     EXPENSES OF REGISTRATION

     All expenses (other than underwriting discounts and commissions and
transfer taxes, if any) relating to Registrable Securities incurred in
connection with the registrations, filings or qualifications pursuant to this
Agreement, including without limitation all registration, filing and
qualification fees, printing and accounting fees, fees and disbursements of
counsel for A-Fem, and fees and disbursements of counsel to Holder, shall be
borne by A-Fem.

6.     INDEMNIFICATION

     If any Registrable Securities are included in a registration statement
under this Agreement:

     6.1     A-FEM INDEMNIFICATION

     To the extent permitted by law, A-Fem will indemnify and hold harmless and
defend Holder, the officers, directors, partners, agents and employees of Holder
or any underwriter (as defined in the 1933 Act), and each person, if any, who
controls Holder or underwriter within the meaning of the 1933 Act or the
Securities Exchange Act of 1934, as amended (the "1934 Act"), against any
losses, claims, damages or liabilities (joint or several) to which they may
become subject under the 1933 Act, the 1934 Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any of the following statements,
omissions or violations (a "Violation"):

          (i)     any untrue statement or alleged untrue statement of a material
                  fact contained in such registration statement, including any

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                  preliminary prospectus or final prospectus contained therein
                  or any amendments or supplements thereto,

          (ii)    the omission or alleged omission to state therein a material
                  fact required to be stated therein or necessary to make the
                  statements therein not misleading, or

          (iii)   any violation or alleged violation by A-Fem of the 1933 Act,
                  the 1934 Act, any state securities law or any rule or
                  regulation promulgated under the 1933 Act, the 1934 Act or
                  any state securities law.

A-Fem will pay or reimburse such Holder, officer, director, partner, agent,
employee, underwriter, or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action. The indemnity agreement contained
in this Section 6.1 shall not apply to amounts paid in settlement of any loss,
claim, damage, liability or action if such settlement is effected without the
consent of A-Fem (which consent shall not be unreasonably withheld), nor shall
A-Fem be liable to Holder in any such case for any such loss, claim, damage,
liability or action (a) to the extent that it arises solely from or is based
solely upon a Violation that occurs in reliance upon and in conformity with
written information furnished expressly for use in connection with such
registration by or on behalf of Holder or its controlling person, or (b) if such
untrue statement or alleged untrue statement or omission or alleged omission was
contained in a preliminary prospectus and corrected in a final or amended
prospectus, and Holder failed to deliver a copy of the final or amended
prospectus at or prior to the confirmation of the sale of the Registrable
Securities to the person asserting any such loss, claim, damage or liability in
any case where such delivery is required by the 1933 Act.

     6.2     HOLDER INDEMNIFICATION

     To the extent permitted by law, Holder will indemnify and hold harmless
A-Fem, each of its directors, each of its officers who have signed the
registration statement, and each person, if any, who controls A-Fem within the
meaning of the 1933 Act, against any losses, claims, damages or liabilities
(joint or several) to which A-Fem or any such director, officer or controlling
person, under the 1933 Act, the 1934 Act or other federal or state law, insofar
as such losses, claims, damages or liabilities (or actions in respect thereto)
arise out of or are based upon any Violation, in each case to the extent (and
only to the extent) that such Violation occurs in reliance upon and in
conformity with written information furnished by or on behalf of


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Holder expressly for use in connection with such registration; and Holder will
reimburse any legal or other expenses reasonably incurred by A-Fern or any such
director, officer or controlling person, in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 6.2 shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such, settlement is effected without the consent of Holder, which consent
shall not be unreasonably withheld, nor, in the case of a sale directly by A-Fem
of its securities (including a sale of such securities through any underwriter
retained by A-Fem to engage in a distribution solely on behalf of A-Fem), shall
Holder be liable to A-Fem in any case in which such untrue statement or omission
or alleged untrue statement or alleged omission was contained in a preliminary
prospectus and corrected in a final or amended prospectus, and A-Fem failed to
deliver a copy of the final or amended prospectus at or prior to the
confirmation of the sale of the securities to the person asserting any such
loss, claim, damage or liability in any case where such delivery is required by
the 1933 Act; and provided, further, that the indemnification obligation of
Holder shall be limited to the aggregate public offering price of the
Registrable Securities sold by Holder pursuant to such registration.

     6.3     NOTICE, DEFENSE AND COUNSEL

     Promptly after receipt by an indemnified party under this Section 6 of
notice of the commencement of any action (including any governmental action),
such indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof and the indemnifying party shall have
the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
and control the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the right to
retain its own counsel, with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if materially and adversely prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 6 to the extent of such prejudice, but
the omission so to deliver written notice to the indemnifying party will not
relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 6.


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     6.4     CONTRIBUTION

     If the indemnification provided for in this Section 6 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any losses, claims, damages or liabilities referred to herein, the indemnifying
party, in lieu of indemnifying such indemnified party thereunder, shall, to the
extent permitted by applicable law, contribute to the amount paid or payable by
such indemnified party as a result of such loss, claim, damage or liability in
such proportion as is appropriate to reflect the relative fault of the
indemnifying party, on the one hand, and of the indemnified party, on the other,
in connection with the Violation(s) that resulted in such loss, claim, damage or
liability, as well as any other relevant equitable considerations. The relative
fault of the indemnifying party and of the indemnified party shall be determined
by a court of law by reference to, among other things, whether the untrue or
allegedly untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     6.5     SURVIVAL OF RIGHTS AND OBLIGATIONS

     The obligations of A-Fem and Holder under this Section 6 shall survive the
completion of any offering of Registrable Securities in a registration statement
whether under this Agreement or otherwise.

7.     REPORTS UNDER THE 1934 ACT

     With a view to making available to Holder benefits of Rule 144 promulgated
under the 1933 Act and any other rule or regulation of the SEC that may at any
time permit Holder to sell securities of A-Fem to the public without
registration, A-Fem agrees to use its best efforts to:

          (a)     make and keep public information available, as those terms are
     understood and defined in Rule 144, at all times;

          (b)     file with the SEC in a timely manner all reports and other
     documents required of A-Fem under the 1933 Act and the 1934 Act; and

          (c)     furnish to Holder, so long as Holder owns any Registrable
     Securities, forthwith .upon request (i) a written statement by A-Fem that
     it has complied with the reporting requirements of Rule 144, the 1933 Act
     and the 1934 Act (at any and all times after it has become subject to such
     reporting requirements), or that it qualifies as a registrant whose
     securities may be resold


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     pursuant to Form S-2 or S-3 (at any time after it so qualifies), (ii) a
     copy of the most recent annual or quarterly report of A-Fem and such other
     reports and documents so filed by A-Fem, and (iii) such other information
     as may be reasonably requested in availing Holder of any rule or regulation
     of the SEC that permits the selling of any such securities without
     registration or pursuant to such form.

8.     LOCK-UP AGREEMENT

     Holder, if requested by A-Fem and an underwriter of A-Fem's securities (in
a firmly underwritten public offering), shall agree not to sell or otherwise
transfer or dispose of any Registrable Securities or other securities of A-Fem
held by Holder for a specified period of time (not to exceed 90 days) following
the effective date of a registration statement pursuant to which A-Fem proposes
to sell its securities to the public generally, provided, however, that holders
of at least five percent of A-Fem's Common Stock and all officers and directors
of A-Fem enter into similar agreements.

9.     ASSIGNMENT OF REGISTRATION RIGHTS

     The right to cause A-Fem to register Common Stock pursuant to this
Agreement may not be assigned or transferred without the prior written consent
of A-Fem, which consent will not be unreasonably withheld.

10.     AMENDMENT

     Any provision of this Agreement may be amended and the observance thereof
may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of A-Fem and the
Holders of a majority of the Registrable Securities. Any amendment or waiver
effected in accordance with this Section shall be binding upon each Holder and
A-Fem.

11.     TERMINATION OF REGISTRATION RIGHTS

     No Holder shall be entitled to exercise any right provided for in this
Agreement after five (5) years following the date hereof.

12.     ATTORNEYS' FEES

     In the event any legal action is brought by any party to enforce the terms
of this Agreement, the prevailing party shall be entitled to recover reasonable
attorneys' fees and expenses in addition to any other relief deemed appropriate
by the trial court or any appellate court or any bankruptcy court.


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13.     SUCCESSORS

     Subject to Section 9 hereof, this Agreement shall bind and inure to the
benefit of the successors and assigns of A-Fem and the Holders.

14.     ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement among the parties with
respect to the subject matter hereof and supersedes all prior arrangements or
understandings.

15.     NOTICES

     All notices, requests, consents and other communications required or
provided for herein to any party shall be deemed to be sufficient if contained
in a written instrument, and shall be deemed to be given when: (a) delivered in
person; (b) sent by first-class registered or certified mail with postage
prepaid; (c) delivered by overnight receipted courier service; or (d) sent by
facsimile transmission with delivery confirmed and followed by delivery pursuant
to (b) hereof, which notice is addressed to the party at the address set forth
below, or such other address as may hereafter be designated in writing by the
party.

     If to A-Fem:          10180 S.W. Nimbus Avenue, Suite J-5
                           Portland, OR 97223
                           Attention: Steven T. Frankel, President
                             and Chief Executive Officer
                           Telephone: (503)968-8800
                           Facsimile: (503) 639-3674

     with a copy to:       Patrick J. Simpson
                           Perkins Coie, LLP
                           1211 SW Fifth Avenue, Suite 1500
                           Portland, OR 97204-3715
                           Telephone: (503) 727-2000
                           Facsimile: (503)727-2222

     If to the Holder:     Capital Consultants LLC
                           2300 SW First Avenue, Suite 200
                           Portland, OR 97201
                           Attention: Jeffrey L. Grayson
                           Telephone: (503)241-1200
                           Facsimile: (503)241-0207


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     with a copy to:       Carmen M. Calzacorta
                           Schwabe, Williamson & Wyatt
                           1211 SW Fifth Avenue, Suite 1600-1800
                           Portland, OR 97204
                           Telephone: (503)796-2994
                           Facsimile: (503) 796-2900

16.     EVENT OF DEFAULT

     An Event of Default shall have occurred under this Agreement if A-Fem shall
fail to perform any obligation under this Agreement within thirty (30) days
after notice from any Holder specifying the nature of the failure of default.

17.     COUNTERPARTS

     This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed to be an original instrument. All such counterparts
together shall constitute one agreement.

18.     HEADINGS

     The headings of the various sections of this Agreement have been inserted
for convenience of reference only and shall not be deemed to be a part of this
Agreement.

19.     GOVERNING LAW

     This Agreement shall be governed by and construed in accordance with the
laws of the State of Oregon.

                      [this space intentionally left blank]


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     IN WITNESS WHEREOF, the parties hereto have executed or caused their duly
authorized representatives to execute this Agreement as of the date first
hereinabove written.


                                               Holder by:

                                               CAPITAL CONSULTANTS LLC, as agent


                                               ---------------------------------
                                               By:
                                                  ------------------------------
                                               Its
                                                  ------------------------------


                                               A-FEM:

                                               A-FEM MEDICAL CORPORATION


                                               ---------------------------------
                                               By:   Steven T. Frankel
                                               Its:  Chief Executive Officer


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