____________________


                          STAGE 2 INVESTMENT AGREEMENT

                              ____________________

                                     Between

                         QUANTRX BIOMEDICAL CORPORATION

                                       and

                               FLUOROPHARMA, INC.

                            Dated as of April 5, 2007

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                                TABLE OF CONTENTS
                                -----------------

                                                                            Page

ARTICLE I DEFINITIONS..........................................................2

SECTION 1.01.  Certain Defined Terms...........................................2
SECTION 1.02.  Definitions.....................................................2
SECTION 1.03.  Interpretation and Rules of Construction........................3

ARTICLE II ISSUANCE OF STOCK...................................................4

SECTION 2.01.  Issuance of Common Stock........................................4
SECTION 2.02.  Payment of Consideration........................................4
SECTION 2.03.  Closing.........................................................4
SECTION 2.04.  Closing Deliveries by the Company...............................4
SECTION 2.05.  Closing Deliveries by the Investor..............................4

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY......................5

SECTION 3.01.  Organization, Authority and Qualification of the Company........5
SECTION 3.02.  Capitalization..................................................5
SECTION 3.03.  No Conflict.....................................................6
SECTION 3.04.  Governmental Consents and Approvals.............................6
SECTION 3.05.  Financial Information; Books and Records........................6
SECTION 3.06.  Litigation......................................................7
SECTION 3.07.  Tax Matters.....................................................7
SECTION 3.08.  Title to Properties.............................................8
SECTION 3.09.  Intellectual Property...........................................8
SECTION 3.10.  Material Contracts.............................................10
SECTION 3.11.  Governmental Approvals; Compliance with Laws...................12
SECTION 3.12.  Insurance Coverage.............................................13
SECTION 3.13.  Employee Benefit Matters.......................................13
SECTION 3.14.  No Brokers or Finders..........................................14
SECTION 3.15.  Transactions with Affiliates...................................14
SECTION 3.16.  Corporate Records..............................................14
SECTION 3.17.  Disclosures....................................................14
SECTION 3.18.  Certain Payments...............................................14
SECTION 3.19.  Environmental..................................................15

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE INVESTOR.....................15

SECTION 4.01.  Authorization..................................................15
SECTION 4.02.  Purchase Entirely for Own Account..............................15
SECTION 4.03.  Disclosure of Information......................................16
SECTION 4.04.  Investment Experience..........................................16
SECTION 4.05.  Restricted Securities..........................................16
SECTION 4.06.  Brokers' Fees..................................................16

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SECTION 4.07.  No Public Market...............................................16
SECTION 4.08.  Securities Filings.............................................17

ARTICLE V INDEMNIFICATION.....................................................17

SECTION 5.01.  Survival of Representations and Warranties.....................17
SECTION 5.02.  Indemnification by the Company.................................17
SECTION 5.03.  Notice of Loss; Third Party Claims.............................18
SECTION 5.04.  Survival of Covenants and Agreements...........................19

ARTICLE VI GENERAL PROVISIONS.................................................19

SECTION 6.01.  Expenses.......................................................19
SECTION 6.02.  Notices........................................................19
SECTION 6.03.  Public Announcements...........................................20
SECTION 6.04.  Severability...................................................20
SECTION 6.05.  Entire Agreement...............................................20
SECTION 6.06.  Assignment.....................................................20
SECTION 6.07.  Amendment......................................................20
SECTION 6.08.  Waiver 21
SECTION 6.09.  No Third Party Beneficiaries...................................21
SECTION 6.10.  Specific Performance...........................................21
SECTION 6.11.  Governing Law..................................................21
SECTION 6.12.  WAIVER OF JURY TRIAL...........................................22
SECTION 6.13.  Counterparts...................................................22
SECTION 6.14.  Original Investment Agreement..................................22

                                       ii
<PAGE>

                          STAGE 2 INVESTMENT AGREEMENT

                  THIS STAGE 2 INVESTMENT AGREEMENT (this "Agreement"), dated as
of April 5, 2007, between QuantRx Biomedical Corporation, a Nevada corporation
(the "Investor") and FluoroPharma, Inc., a Delaware corporation (the "Company").

                  WHEREAS, the Company is a molecular imaging company
headquartered in Boston, Massachusetts, and is engaged in the discovery,
development and commercialization of proprietary products for the positron
emission tomography;

                  WHEREAS, the Investor is a healthcare technology company with
broadly enabling technologies in point of use diagnostics;

                  WHEREAS, on February 17, 2006, the Company and the Investor
entered into an Investment Agreement, as amended (the "Original Investment
Agreement"; capitalized terms that appear but are not defined herein have the
meanings ascribed to such terms in the Original Investment Agreement), pursuant
to which the Company issued to the Investor (i) 1,096,170 shares of Common Stock
(as hereinafter defined) and (ii) an option to purchase 260,000 shares of Common
Stock at an exercise price of $0.75, in exchange for a capital contribution in
the aggregate amount of $1,566,523.10;

                  WHEREAS, the Original Investment Agreement grants the Investor
the option, in its sole discretion, to invest in specified compounds of the
Company on the terms and subject to the conditions set forth therein;

                  WHEREAS, on February 2, 2007, the Investor notified the
Company of its desire to accelerate a Stage 2 Investment in accordance with
Section 2.10 of the Original Investment Agreement; and

                  WHEREAS, on the terms and subject to the conditions set forth
herein, the Investor agrees to purchase, and the Company agrees to issue and
sell, 627,058 shares of Common Stock (the "Shares") in consideration of the
Investor's payment of $1,250,000 (the "Consideration"), consisting of (i) cash
payments aggregating $741,178.08 (the "Cash Payment") and (ii) cancellation in
satisfaction of two promissory notes issued by the Company in favor of the
Investor (the "Promissory Notes") in the aggregate principal amount of $500,000
and with accrued and unpaid interest of $8,821.92 (the amounts described in this
clause (ii) being the "Balance Due").

                  NOW, THEREFORE, in consideration of the promises and the
mutual agreements and covenants hereinafter set forth, and intending to be
legally bound, the Investor and the Company hereby agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

SECTION 1.01. Certain Defined Terms.  For purposes of this Agreement:

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                  "Amended and Restated Investors' Rights Agreement" means the
amended and restated investors' rights agreement, dated as of February 17, 2006,
among the Investor, the Company and the other stockholders that are signatories
thereto.

                  "Common Stock" means the Company's authorized Common Stock
having a par value of $.001 per share.

                  "Disclosure Schedule" means the disclosure schedule attached
hereto as Exhibit A.

                  "Knowledge of the Company" means the actual knowledge of Dr.
David R. Elmaleh and Ljiljana Kundakovic with respect to the Company's
corporate, legal and financial affairs, after due inquiry.

                  SECTION 1.02. Definitions. The following terms have the
meanings set forth in the Sections set forth below:

              Definition                                            Location

              "Agreement".......................................    Preamble
              "Balance Due".....................................    Recitals
              "Benefit Plan"....................................    3.13(a)
              "Cash Payment"....................................    Recitals
              "Closing".........................................    2.03
              "Closing Date"....................................    2.03
              "Company".........................................    Preamble
              "Company Employees"...............................    3.13(c)
              "Compensation Agreements".........................    3.13(c)
              "Compound"........................................    2.06
              "Consideration"...................................    Recitals
              "ERISA"...........................................    3.13(a)
              "Financial Statements"............................    3.05(a)
              "Investor"........................................    Preamble
              "IP License Agreements"...........................    3.09(e)
              "Indemnified Party"...............................    5.02(a)
              "Indemnifying Party"..............................    5.02(a)
              "Intellectual Property"...........................    3.09(a)
              "Loss"............................................    5.02(a)
              "Material Contracts"..............................    3.10(a)
              "Original Investment Agreement"...................    Recitals
              "Preferred Stock".................................    3.02(a)
              "Promissory Notes"................................    Recitals
              "Securities Act"..................................    3.02
              "SEC".............................................    3.11(b)(iii)
              "Shares"..........................................    Recitals
              "Taxes"...........................................    3.07(a)
              "Tax Returns".....................................    3.07(c)

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              "Third Party Claim"...............................    5.05(b)

                  SECTION 1.03. Interpretation and Rules of Construction. In
this Agreement, except to the extent otherwise provided or that the context
otherwise requires:

                           (a) when a reference is made in this Agreement to an
                  Article, Section, Exhibit or Schedule, such reference is to an
                  Article or Section of, or a Schedule or Exhibit to, this
                  Agreement unless otherwise indicated;

                           (b) the table of contents and headings for this
                  Agreement are for reference purposes only and do not affect in
                  any way the meaning or interpretation of this Agreement;

                           (c) whenever the words "include," "includes" or
                  "including" are used in this Agreement, they are deemed to be
                  followed by the words "without limitation";

                           (d) the words "hereof," "herein" and "hereunder" and
                  words of similar import, when used in this Agreement, refer to
                  this Agreement as a whole and not to any particular provision
                  of this Agreement;

                           (e) all terms defined in this Agreement have the
                  defined meanings when used in any certificate or other
                  document made or delivered pursuant hereto, unless otherwise
                  defined therein;

                           (f) the definitions contained in this Agreement are
                  applicable to the singular as well as the plural forms of such
                  terms;

                           (g) any Law defined or referred to herein or in any
                  agreement or instrument that is referred to herein means such
                  Law or statute as from time to time amended, modified or
                  supplemented, including by succession of comparable successor
                  Laws;

                           (h) references to a Person are also to its successors
                  and permitted assigns; and

                           (i) the use of "or" is not intended to be exclusive
                  unless expressly indicated otherwise.

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<PAGE>

                                   ARTICLE II

                                ISSUANCE OF STOCK

                  SECTION 2.01. Issuance of Common Stock. Upon the terms and
subject to the conditions of this Agreement and in reliance on the
representations, warranties and covenants herein set forth, the Company shall
issue the Shares to the Investor in exchange for the Consideration as set forth
herein.

                  SECTION 2.02. Payment of Consideration. (a) The Consideration
shall be paid to the Company as follows: (i) the Company shall credit an amount
equal to the Balance Due against the Consideration and the Investor shall cancel
and mark the Promissory Notes as "Paid In Full;" and (ii) the Investor shall pay
an amount equal to the Cash Payment in cash by wire transfer as set forth in
Section 2.04. Notwithstanding any other provision of this Agreement, if the
Closing shall occur on a date other than April 5, 2007, the interest due on the
Promissory Notes shall be determined as of the date of the Closing, and the Cash
Payment and Balance Due shall be adjusted accordingly as of the Closing Date.

                  SECTION 2.03. Closing. Subject to the satisfaction or waiver
of the conditions set forth herein, the purchase and sale of the Shares shall be
made at a closing to be held at the offices of Greenberg Traurig, LLP, 200 Park
Avenue, New York, New York at 10:00 a.m. New York time on the latest to occur of
April 5, 2007 or at such other place or at such other time or on such other date
as the Investor and the Company may mutually agree upon in writing (the
"Closing"). The date on which the Closing occurs shall be referred to herein as
the "Closing Date."

                  SECTION 2.04. Closing Deliveries by the Company. At the
Closing, the Company shall deliver or cause to be delivered to the Investor:

                  (a) a stock certificate representing the Shares; and

                  (b) a true and complete copy, certified by the Secretary or an
Assistant Secretary of the Company, of the resolutions duly and validly adopted
by the Board of Directors of the Company evidencing its authorization of the
execution and delivery of each of this Agreement and the consummation of the
transactions contemplated hereby.

                  SECTION 2.05. Closing Deliveries by the Investor. At the
Closing (or after Closing as specified below), the Investor shall deliver to the
Company:

                  (a) $250,000 by wire transfer in immediately available funds
to the Payment Amount Bank Account within three (3) business days after the
Closing;

                  (b) $491,178.08 within one hundred twenty (120) days of the
Closing; and

                  (c) the Promissory Notes marked "Paid In Full."

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<PAGE>

                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE COMPANY

                  As an inducement to the Investor to enter into this Agreement,
the Company hereby represents and warrants to the Investor as follows:

                  SECTION 3.01. Organization, Authority and Qualification of the
Company. The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all necessary
power and authority to enter into this Agreement, to carry out its obligations
hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The Company is duly licensed or qualified to do business and is in
good standing in each jurisdiction which the properties owned or leased by it or
the operation of its business makes such licensing or qualification necessary.
The execution and delivery of this Agreement by the Company, the performance by
the Company of its obligations hereunder and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by all requisite
action on the part of the Company. This Agreement has been, and upon its
execution shall have been, duly executed and delivered by the Company, and
(assuming due authorization, execution and delivery by the Investor) this
Agreement constitutes, and upon its execution shall constitute, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms.

                  SECTION 3.02. Capitalization. The authorized capital stock of
the Company consists of 10,700,000 shares, consisting of (i) 10,000,000 shares
of Common Stock and (ii) 700,000 shares of Preferred Stock of the Company,
$0.001 par value (the "Preferred Stock"). As of the date hereof and subject to
the provisions of Section 3.02 of the Disclosure Schedule, (i) 3,220,500 shares
of Common Stock are issued and outstanding, all of which are validly issued,
fully paid and nonassessable, (ii) 128,000 shares of Common Stock are available
for issuance pursuant to employee stock options granted pursuant to the Stock
Option Plan, (iii) 370,000 shares are available for issuance pursuant to
warrants granted by the Company and (iv) no shares of Preferred Stock are issued
and outstanding. Immediately prior to the consummation of the transactions
contemplated hereby, the outstanding shares of capital stock of the Company will
be held beneficially and of record by the Persons identified in Section 3.02 of
the Disclosure Schedule in the amounts indicated thereon. Except as set forth in
Section 3.02 of the Disclosure Schedule, there are no outstanding subscriptions,
options, warrants, phantom rights, commitments, agreements, arrangements or
understandings of any kind for or relating to the issuance, or sale or purchase
of, any shares of capital stock of any class or series or other equity interests
of the Company, or outstanding securities convertible thereinto or exchangeable
therefor. The Company has no obligation to purchase, redeem, or otherwise
acquire any of its capital stock or any interests therein. Except as set forth
in Section 3.02 of the Disclosure Schedule, as of the Closing the Company shall
have reserved and available 932,000 shares of Common Stock for issuance under or
pursuant to the Stock Option Plan. None of the Company's stock purchase
agreements or stock option documents contains a provision for acceleration of
vesting (or lapse or repurchase right) upon the occurrence of any event or
combination of events. Except as set forth in Section 3.02 of the Disclosure
Schedule, the Company has never adjusted or amended the exercise price of any
stock options previously

                                       5
<PAGE>

awarded, whether through amendment, cancellation, replacement grant, repricing
or any other means. After giving effect to the transactions contemplated hereby,
all of the outstanding shares of capital stock of the Company, including without
limitation the Shares, will have been duly and validly authorized and issued and
will be fully paid and non assessable and free of Encumbrances other than
restrictions on transfer under the Amended and Restated Investors' Rights
Agreement or applicable state and federal securities laws. Subject in part to
the truth and accuracy of the Investor's representations set forth in Article IV
below, the offer, issuance, sale and delivery of the Shares as contemplated by
this Agreement are or will be exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") and the qualification
or registration provisions of applicable state securities laws. Neither the
Company nor its authorized agents will take any action that would cause the loss
of such exemption. Except as set forth in Section 3.02 of the Disclosure
Schedule, there are no preemptive rights, rights of first refusal, put or call
rights or obligations or anti dilution rights with respect to the issuance, sale
or redemption of the Company's capital stock. Except as set forth in Section
3.02 of the Disclosure Schedule, there are no rights to have the Company's
capital stock registered for sale to the public pursuant to the laws of any
jurisdiction, and there are no agreements of which the Company is aware, other
than the Amended and Restated Investors' Rights Agreement, relating to the
voting of the Company's voting securities or restrictions on the transfer of the
Company's capital stock. The Company's issuance of the Shares shall not trigger
any adjustments to the conversion prices or exercise prices of any of the
Company's outstanding securities.

                  SECTION 3.03. No Conflict. The execution, delivery and
performance of this Agreement by the Company does not and will not (a) violate,
conflict with or result in the breach of any provision of the certificate of
incorporation or by-laws of the Company, or (b) to the Knowledge of the Company,
conflict with or violate (or cause an event which could have a Material Adverse
Effect as a result of) any Law or Governmental Order applicable to the Company,
or any of its assets, properties or businesses or conflict with, result in any
breach of, constitute a default (or event which with the giving of notice or
lapse of time, or both, would become a default) under, require any consent
under, or give to others any rights of termination, amendment, acceleration,
suspension, revocation or cancellation of, or result in the creation of any
Encumbrance on any of the Shares pursuant to, any note, bond, mortgage or
indenture, contract, agreement, lease, sublease, license, permit, franchise or
other instrument or arrangement to which the Company or is a party or by which
any of the Shares or any of such assets or properties is bound or affected.

                  SECTION 3.04. Governmental Consents and Approvals. To the
Knowledge of the Company, the execution, delivery and performance of this
Agreement by the Company does not and will not require any consent, approval,
authorization or other order of, action by, filing with or notification to, any
Governmental Authority. The Company knows of no reason why all the consents,
approvals and authorizations necessary for the consummation of the transactions
contemplated by this Agreement will not be received.

                  SECTION 3.05. Financial Information; Books and Records.

                  (a) The Company has furnished copies of the Company's
unaudited balance sheet as of December 31, 2006 and related unaudited statements
of operations and statements of

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<PAGE>

cash flows for the period then ended (the "Financial Statements"), and such
Financial Statements (a) have been prepared in good faith in accordance with the
books and records of the Company, (b) fairly present the financial condition and
operating results of the Company as of such dates and the financial results of
the Company for such periods and (c) were prepared in accordance with GAAP
consistently applied during the periods covered thereby, except that they do not
contain all of the footnotes required by GAAP and they remain subject to
year-end adjustments, consisting of normally recurring adjustments.

                  (b) Except as set forth in the Financial Statements, the
Company has no material liabilities or obligations, contingent or otherwise,
other than (i) liabilities incurred in the ordinary course of business
subsequent to December 31, 2006 and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
GAAP to be reflected in the Financial Statements, which, in both cases,
individually and in the aggregate would not have, or be reasonably likely to
have, a Material Adverse Effect.

                  (c) To the Knowledge of the Company, since December 31, 2006,
there has been (i) no material adverse change in the condition (financial or
otherwise) of the Company or in the assets (including intangible assets),
liabilities, condition (financial or other), business, property, results of
operations or prospects or contractual rights of the Company and (ii) no events,
circumstances or occurrences of any kind that, individually and in the
aggregate, have had or could reasonably be likely to have a Material Adverse
Effect.

                  (d) The Company maintains and will continue to maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

                  SECTION 3.06. Litigation. There is no action, suit or
proceeding or governmental proceeding, inquiry or investigation pending or, to
the Knowledge of the Company, threatened, by or against the Company or affecting
any of the Company's properties or assets, or against any director, officer or
stockholder of the Company in his, her or its capacity as such, nor, to the
Knowledge of the Company, has there occurred any event nor does there exist any
condition on the basis of which any litigation, proceeding or investigation
might reasonably be instituted. Neither the Company nor any director, officer
or, to the Knowledge of the Company, a stockholder in his, her or its capacity
as such is a party to or in default with respect to any order, writ, injunction,
decree, ruling or decision of any court, commission, board or other government
agency.

                  SECTION 3.07. Tax Matters.

                  (a) The Company has paid all federal, state, local, foreign or
other taxes, including, without limitation, income taxes, estimated taxes,
excise taxes, sales taxes, use taxes,

                                       7
<PAGE>

gross receipts taxes, franchise taxes, employment and payroll related taxes,
withholding taxes, stamp taxes, transfer and property taxes, or other tax of any
kind whatsoever, whether or not measured in whole or in part by net income,
including any interest, penalty, or addition thereto, whether disputed or not
(collectively, "Taxes") required to be paid by it through the date hereof.

                  (b) All Taxes and other assessments and levies which the
Company is required to withhold or collect have been withheld and collected and
have been paid over to the proper governmental authorities when due.

                  (c) The Company has, in accordance with applicable Law, timely
and properly filed all federal, state, local and foreign tax returns,
declarations, reports, claims for refund, information returns or statements
relating to Taxes (collectively, "Tax Returns") required to be filed by it
through the date hereof. To the Knowledge of the Company, all such Tax Returns
were correct and complete in all respects. The Company is not currently the
beneficiary of any extension of time within which to file any Tax Return.

                  (d) The Company has not entered into any Reportable
Transactions or Listed Transactions, as defined in Section 6707A of the Code.


                  (e) No issue relating to Taxes has been raised by a federal,
state, local or foreign taxing authority during any pending audit or
examination, and no issue relating to Taxes was raised by a taxing authority in
any completed audit or examination, that reasonably can be expected to recur in
a later taxable period.

                  (f) There are no Encumbrances on any of the assets of Company
that arose in connection with any failure (or alleged failure) to pay any Tax,
except for Encumbrances for Taxes not yet due.

                  (g) The Company has not waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.

                  SECTION 3.08. Title to Properties. The Company does not own
any real property. The Company has a valid and enforceable leasehold interest in
all of its leased real property, free and clear of any material Encumbrances.
The Company has good title to or a valid and enforceable leasehold interest in
all personal property used in or necessary to the business of the Company, free
and clear of any material Encumbrances, and the same is in good condition and
repair (ordinary wear and tear excepted). The Company is not in violation of any
zoning, building or safety ordinance, regulation or requirement or other law or
regulation applicable to the operation of its owned or leased properties, nor
has the Company received written notice of any violation with which it has not
complied in all material respects.

                  SECTION 3.09. Intellectual Property.

                  (a) The Company owns, or possesses a license or other
sufficient legal right to use, all trademarks, service marks, tradenames,
copyrights, trade secrets, licenses, customer lists, computer programs and
patents, and other technical data, concepts and know-how that is reasonably
necessary or desirable to the conduct of its business as conducted and as
proposed to be conducted (collectively the "Intellectual Property") without, to
the Knowledge of the

                                       8
<PAGE>

Company, any conflict with or infringement of the valid rights of others.
Section 3.09 of the Disclosure Schedule sets forth a list and brief description
of all domestic and foreign patents, trademarks, service marks, trade names and
copyrights, and all applications therefor, that are owned by or registered in
the name of the Company, or of which the Company is a licensor or licensee or in
which the Company has any right, and in each case a brief description of the
nature of such right.

                  (b) The Company has taken commercially reasonable precautions
to (i) protect its rights in the Intellectual Property and (ii) maintain the
confidentiality of its trade secrets, know-how and other confidential
Intellectual Property. To the Knowledge of the Company, there have been no acts
or omissions by any officer, director, stockholder or employee of, or consultant
to, the Company the result of which would be to materially compromise the rights
of the Company to apply for or enforce appropriate legal protection of any
Intellectual Property. To the Knowledge of the Company, it will not be necessary
to use any inventions of any of its employees (or persons it currently intends
to hire) made prior to their employment by the Company. Each employee has
assigned to the Company all intellectual property rights such employee owns that
are related to the Company's business as now conducted.

                  (c) The Company has the right to use the Intellectual Property
free and clear of any Encumbrances. No written claim has been received by the
Company or, to the Knowledge of the Company, threatened to the effect that the
use of any Intellectual Property by the Company could infringe upon or conflict
with the rights of any other Person and, to the Knowledge of the Company, there
is no basis for any such claim. No written claim has been received by the
Company or, to the Knowledge of the Company, threatened to the effect that any
Intellectual Property owned or licensed by the Company, or which the Company
otherwise has the right to use, is invalid or unenforceable by the Company, and,
to the Knowledge of the Company, there is no basis for any such claim.

                  (d) Each officer of the Company and each employee and
consultant with access to Company confidential information or trade secrets has
executed an agreement with the Company regarding confidentiality and proprietary
information substantially in the form delivered to counsel for the Investor.

                  (e) Section 3.09(e) of the Disclosure Schedule lists all
material agreements (whether written or oral and whether with the Company or
third parties, including license agreements, research agreements, development
agreements, publishing agreements, distribution agreements, settlement
agreements, consent to use agreements and covenants not to sue, other than
licenses for personal computer software that are generally available on
nondiscriminatory pricing terms and have an individual acquisition cost of $50
or less per annual license fee), including any track or mechanical license, to
which the Company is a party or otherwise bound, granting any right to use,
exploit or practice any Intellectual Property, or restricting the right of the
Company to use or enforce any Intellectual Property (the "IP License
Agreements"), specifying the name of the parties thereto and whether such IP
License Agreement is an inbound license, an outbound license or a cross-license
and specifying the product(s) to which such agreement relates. Each IP License
Agreement is valid and binding on the Company and, to the Knowledge of the
Company, all other parties thereto and is enforceable against the Company in
accordance with its terms. Except as set forth in Section 3.09(e), none of the
IP License

                                       9
<PAGE>

Agreements grants any third party exclusive rights to or under any Intellectual
Property or the right to sublicense any Intellectual Property. The Company is in
material compliance with, and has not breached any term of, such IP License
Agreements, and all other parties to such IP License Agreements are in material
compliance with, and have not breached any term of, such IP License Agreements.

                  SECTION 3.10. Material Contracts.

                  (a) Section 3.10(a) of the Disclosure Schedule lists each of
the following contracts and agreements (including oral agreements) of the
Company entered into by the Company subsequent to March 13, 2006 (the "Material
Contracts"):

                           (i) each contract, agreement, invoice, purchase order
                  and other arrangement, for the purchase of personal property,
                  with any supplier or for the furnishing of services to the
                  Company or otherwise related to the business of the Company
                  under the terms of which the Company: (A) is likely to pay or
                  otherwise give consideration of more than $50,000 in the
                  aggregate during the calendar year ended December 31, 2007,
                  (B) is likely to pay or otherwise give consideration of more
                  than $50,000 in the aggregate over the remaining term of such
                  contract or (C) cannot be cancelled by the Company without
                  penalty or further payment and without more than 30 days'
                  notice;

                           (ii) each contract, agreement, invoice, sales order
                  and other arrangement, for the sale of personal property, or
                  for the furnishing of services by the Company which: (A) is
                  likely to involve consideration of more than $50,000 in the
                  aggregate during the calendar year ended December 31, 2007,
                  (B) is likely to involve consideration of more than $50,000 in
                  the aggregate over the remaining term of the contract or (C)
                  cannot be cancelled by the Company without penalty or further
                  payment and without more than 30 days' notice;

                           (iii) all contracts or agreements relating to the
                  licensing, distribution, development, purchase, sale or
                  servicing of its products or services except in the ordinary
                  course of business consistent with past practices;

                           (iv) all indentures, mortgages, promissory notes,
                  loan agreements, guaranties or other agreements or commitments
                  for borrowing or any pledge or security arrangement;

                           (v) all employment contracts, noncompetition
                  agreements or other agreements with present or former
                  officers, directors, employees or stockholders of the Company
                  or Persons related to or affiliated with such Persons;

                           (vi) all stock redemption or purchase agreements or
                  other agreements affecting or relating to the capital stock of
                  the Company, including, without limitation, any agreement with
                  any stockholder of the Company which includes anti dilution
                  rights, registration rights, voting arrangements, operating
                  covenants or similar provisions;

                                       10
<PAGE>

                           (vii) all pension, profit sharing, bonus, retirement,
                  severance, stock option plans or other similar plans;

                           (viii) all royalty, dividend or similar arrangements
                  based on the revenues or profits of the Company or any
                  contract or agreement involving fixed price or fixed volume
                  arrangements;

                           (ix) all joint venture, partnership, manufacturer,
                  development or supply agreements;

                           (x) all acquisition, merger or similar agreements;

                           (xi) all broker, distributor, dealer, agency, sales
                  promotion, market research, marketing, consulting and
                  advertising contracts and agreements to which the Company is a
                  party;

                           (xii) all management contracts and contracts with
                  independent contractors or consultants (or similar
                  arrangements) to which the Company is a party and which are
                  not cancelable without penalty or further payment and without
                  more than 30 days' notice;

                           (xiii) all contracts and agreements with any
                  governmental authority to which the Company is a party;

                           (xiv) all contracts and agreements that limit or
                  purport to limit the ability of the Company to compete in any
                  line of business or with any Person or in any geographic area
                  or during any period of time;

                           (xv) all contracts and agreements between or among
                  the Company and any of its Affiliates or an officer, director
                  or stockholder of any of them;

                           (xvi) all other contracts and agreements, whether or
                  not made in the ordinary course of business, which are
                  material to the Company or the conduct of the business of the
                  Company, the absence of which, individually or in the
                  aggregate, could reasonably be likely to have a Material
                  Adverse Effect.

                  (b) To the Knowledge of the Company, all contracts,
agreements, leases and instruments set forth on Section 3.10(a) of the
Disclosure Schedule are valid and are in full force and effect in all material
respects and constitute legal, valid and binding obligations of the Company, as
applicable, and, to the Knowledge of the Company, of the other parties, and are
enforceable in accordance with their respective terms, except (A) as
enforceability may be limited by applicable bankruptcy, insolvency, moratorium,
reorganization or similar laws, from time to time in effect, which affect
enforcement of creditors' rights generally, (B) as limited by laws relating to
the availability of specific performance, injunctive relief, or general
principles of equity or other equitable remedies and (C) to the extent the
indemnification provisions contained therein may further be limited by
applicable Laws and principles of public policy. The Company has not received
any written notice and has no knowledge of any other notice or overt threat to
terminate any such contracts, agreements, leases or instruments. The Company is
not, nor to the

                                       11
<PAGE>

Knowledge of the Company, any other party, is not in material default in
complying with any provisions of any such contract, agreement, lease or
instrument, and to the Knowledge of the Company, no condition or event or fact
exists which, with notice, lapse of time or both, would constitute a material
default thereunder on the part of the Company.

                  (c) The Company has made available to the Investor true and
complete copies of all Material Contracts.

                  SECTION 3.11. Governmental Approvals; Compliance with Laws.

                  (a) To the Knowledge of the Company, the Company is in
compliance in all material respects with all applicable Laws and regulations.
The Company has all of the material permits, licenses, orders, franchises and
other rights and privileges of all federal, state, local or foreign governmental
or regulatory bodies reasonably necessary for the Company to conduct its
business as presently conducted and as contemplated to be conducted. All such
permits, licenses, orders, franchises and other rights and privileges are in
full force and effect and, to the Knowledge of the Company, no suspension or
cancellation of any of them is threatened, and none of such permits, licenses,
orders, franchises or other rights and privileges will be affected by the
consummation of the transactions contemplated by this Agreement. The Company has
never entered into or been subject to any judgment, consent decree, compliance
order or administrative order with respect to any material aspect of the
business, affairs, properties or assets of the Company or received any request
for information, notice, demand letter, administrative inquiry or formal or
informal complaint or claim from any regulatory agency with respect to any
aspect of the business, affairs, properties or assets of the Company.

                  (b) Neither the Company, nor the Company's officers, nor to
the Knowledge of the Company, its directors, have ever:

                           (i) Filed a petition under the federal bankruptcy
                  laws or any state insolvency law or had a filing against, or
                  had a receiver, fiscal agent or similar officer appointed by a
                  court for the business or property of such Person, or any
                  partnership in which he or it was a general partner;

                           (ii) Been convicted of a crime or been a named
                  subject of a pending criminal proceeding (excluding traffic
                  violations and other minor offenses);

                           (iii) Been found by a court of competent jurisdiction
                  in a civil action or by the Securities and Exchange Commission
                  (the "SEC") or any other regulatory authority to have violated
                  any federal or state securities law, banking law or any
                  federal commodities law and the judgment in such civil action
                  or finding has not been subsequently reversed, suspended, or
                  vacated; or

                           (iv) Been subject to any order, judgment or decree of
                  any court of competent jurisdiction permanently or temporarily
                  enjoining him, her or it from engaging or otherwise imposing
                  limits or conditions on his, her or its engagement in any
                  securities, banking, insurance, investment advisory or other
                  type of business or acting as an officer or director of a
                  public company.

                                       12
<PAGE>

                  SECTION 3.12. Insurance Coverage. Section 3.12 of the
Disclosure Schedule provides a complete list of the Company's insurance policies
currently in effect. The Company has insurance coverage in types and amounts
customary for similarly situated companies and as otherwise required by law.

                  SECTION 3.13. Employee Benefit Matters.

                  (a) Section 3.13(a) of the Disclosure Schedule contains a list
as of the date hereof, complete and accurate in all material respects, of any
plan, program, policy, practice, contract, agreement or other arrangement
providing for compensation, severance, termination pay, deferred compensation,
performance awards, stock or stock-related awards, fringe benefits or other
employee benefits or remuneration of any kind, whether written, unwritten or
otherwise, funded or unfunded, including, without limitation, each "employee
benefit plan," within the meaning of Section 3(3) of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") (whether or not ERISA is
applicable to such plan), that is or has been maintained, contributed to, or
required to be contributed to, by the Company or any Company Affiliate for the
benefit of any employee of the Company, or with respect to which the Company or
any Company Affiliate has or may have any liability or obligation, other than a
Compensation Agreement (as defined below) (the "Benefit Plan"). As of the date
hereof, the Company has not committed to establish or enter into any new Benefit
Plan, or to modify any Benefit Plan (except to the extent required by law or to
conform any such Benefit Plan to the requirements of any applicable Law). All
Benefit Plans and any related material documents have been made available to the
Investor.

                  (b) The Company and all Company Affiliates have performed all
material obligations required to be performed by them under, are not in default
or violation of, and have no knowledge of any default or violation by any other
party to, the material terms of any Benefit Plan, and each Benefit Plan has been
established and maintained in all material respects in accordance with its terms
and in compliance with applicable Laws. There are no claims, suits or actions
pending, or to the Knowledge of the Company, threatened (other than routine
claims for benefits), against any the Benefit Plan or against the assets of any
the Benefit Plan. To the Knowledge of the Company, there are no audits,
inquiries or proceedings pending or threatened by the Internal Revenue Service,
the United States Department of Labor or any other governmental authority with
respect to any the Benefit Plan. To the Knowledge of the Company, the Company
and all the Company Affiliates have made all contributions and other payments
required by and due under the terms of each the Benefit Plan.

                  (c) Section 3.13(c) of the Disclosure Schedule contains a list
as of the date hereof, complete and accurate in all material respects, of each
management, employment, severance, consulting, relocation, repatriation,
expatriation, or other agreement, or contract between the Company or any Company
Affiliate and any employee, consultant, director, advisor or independent
contractor of the Company (the "Company Employees") (such agreements, the
"Compensation Agreements"), excluding any such agreement or contract that, by
its terms, in all circumstances, the Company's obligation is less than $50,000
per annum. Except as set forth in Section 3.13(c) of the Disclosure Schedule, to
the Knowledge of the Company, the Company and all of the Company Affiliates: (i)
are in material compliance with all applicable Laws with respect to employment,
employment practices, discrimination, withholding, employment taxes,

                                       13
<PAGE>

reporting and payment of any compensation, harassment, terms and conditions of
employment, classification of employees and consultants and wages and hours;
(ii) have no agreements with the Company Employees that provide for severance
payments or benefits or payments contingent upon a change in control or
ownership of the Company; (iii) do not have and have not had any organizational
activity or labor dispute, and no application for certification of a collective
bargaining agreement is pending or, to the Knowledge of the Company, is
threatened; (iv) have no employees who are also employees of other entities or
who have any conflicting obligations or agreements for their services, and the
relationship of such employees with the Company has been fully disclosed to such
entities. Except as set forth in Section 3.13(c) of the Disclosure Schedule, to
the Knowledge of the Company, there are no pending, threatened, or reasonably
anticipated claims or actions against the Company or any Company Affiliate under
any Compensation Agreement or workers' compensation policy or long-term
disability policy.

                  SECTION 3.14. No Brokers or Finders. No Person has or will
have, as a result of the transactions contemplated by this Agreement, any right,
interest or claim against or upon the Company for any commission, fee or other
compensation as a finder or broker because of any act or omission by the Company
or its stockholders or its Affiliates.

                  SECTION 3.15. Transactions with Affiliates. There are no
loans, leases or other continuing arrangements between the Company on one hand,
and any officer, director or stockholder of the Company or any respective family
member or Affiliate of such officer, director or stockholder, on the other hand.

                  SECTION 3.16. Corporate Records. The corporate record books of
the Company accurately record all material corporate action taken by its
stockholders and board of directors and committees. The copies of the corporate
records of the Company, as made available to the Investor for review, are true
and complete copies of the originals of such documents.

                  SECTION 3.17. Disclosures. Neither this Agreement nor any
other agreement, document or written statement made by the Company and furnished
by the Company to the Investor in connection with the transactions contemplated
hereby, taken as a whole, contains any untrue statement of a material fact or
omits to state any material fact necessary to make the statements contained
herein or therein, collectively or taken as a whole, not misleading in the light
of the circumstances in which they were made; it being understood that with
respect to any information provided by the Company based upon or constituting a
forecast or projection, the Company represents only that (a) it acted in good
faith and utilized reasonable assumptions in light of conditions existing at the
time of delivery of such information and (b) it exercised due care in the
preparation of such information. There is no material fact directly relating to
the business, operations, condition or prospects of the Company (including any
competitive developments, but other than facts which relate to general economic
or industry trends or conditions) that, individually or in the aggregate, has
had or could reasonably be likely to have a Material Adverse Effect that has not
been set forth in this Agreement or in any Schedule hereto.

                  SECTION 3.18. Certain Payments. The Company has not, nor to
the Knowledge of the Company, any director, officer, agent, employee, or other
Person acting on behalf of any of them, has not directly or indirectly (a) made
any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or
other payment to any Person, private or public, regardless of

                                       14
<PAGE>

form, whether in money, property, or services (i) to obtain favorable treatment
in securing business, (ii) to pay for favorable treatment for business secured,
(iii) to obtain special concessions or for special concessions already obtained,
for or in respect of the Company or any Affiliate of the Company, or (iv) in
violation of any Federal, state, local, or foreign statute, law, regulation,
ordinance, rule, judgment, order, decree or other governmental requirement, or
(b) established or maintained any fund or asset that has not been recorded in
the books and records of the Company.

                  SECTION 3.19. Environmental.

                  (a) The Company is in compliance with all Environmental Laws,
except where such non-compliance, individually or in the aggregate, has not had
or would not reasonably be likely to have a Material Adverse Effect.

                  (b) The Company has not received any notice that alleges that
the Company is not in compliance with any Environmental Laws. There is no
Environmental Claim pending, or to the Knowledge of the Company, threatened
against the Company with respect to the operations or business of the Company,
or against any Person whose liability for any Environmental Claim the Company
has retained or assumed either contractually or by operation of law, and to the
Knowledge of the Company, there are no circumstances that could form the basis
of any such Environmental Claim in the future.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES
                                 OF THE INVESTOR

                  As an inducement to the Company to enter into this Agreement,
the Investor hereby represents and warrants to the Company as follows:

                  SECTION 4.01. Authorization. The Investor has all requisite
corporate power and authority to enter into this Agreement, and, assuming the
due authorization, execution and delivery by the other parties thereto, this
Agreement when executed and delivered by the Investor will constitute its valid
and binding obligation, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, moratorium or other similar laws relating to
creditors' rights and general principles of equity. The execution of this
Agreement and the consummation of the transactions contemplated hereby have been
duly authorized by all necessary action on the part of the Investor.

                  SECTION 4.02. Purchase Entirely for Own Account. This
Agreement is made with the Investor in reliance upon the Investor's
representation to the Company, which by the Investor's execution of this
Agreement the Investor hereby confirms, that Shares to be received by such
Investor will be acquired for investment for the Investor's own account (or the
account of its respective Affiliates), not as a nominee or agent, for the
purpose of investment and not with a view to the resale or distribution of any
part thereof in violation of any applicable Law, and that

                                       15
<PAGE>

such Investor has no present intention of selling, granting any participation in
or otherwise distributing the same to any other Person in violation of any
applicable Law. By executing this Agreement, the Investor further represents
that it does not have any contract, undertaking, agreement or arrangement with
any Person to sell, transfer or grant participation to such Person or to any
third Person, with respect to any of the Shares. The Investor understands that
the offer and sale of the Shares has not been, and will not be, registered under
the Securities Act by reason of a specific exemption from the registration
provisions of the Securities Act, the availability of which depends upon, among
other things, the bona fide nature of the Investor's investment intent and the
accuracy of the Investor's representations as expressed herein.

                  SECTION 4.03. Disclosure of Information. The Investor
represents that it has had an opportunity to ask questions and receive answers
from the Company regarding the terms and conditions of the offering of the
Shares and the business, properties, prospects and financial condition of the
Company. The foregoing, however, does not limit or modify the representations
and warranties of the Company in Article III of this Agreement or the right of
the Investor to rely thereon.

                  SECTION 4.04. Investment Experience. The Investor acknowledges
that it is able to fend for itself, can bear the economic risk of its
investment, and has such knowledge and experience in financial or business
matters that it is capable of evaluating the merits and risks of the investment
in the Shares. The Investor further represents that it has not been organized
for the sole purpose of acquiring the Shares. The Investor can bear the economic
risk of its investment and is able, without impairing the Investor's financial
condition, to hold the Shares for an indefinite period of time and to suffer a
complete loss of the Investor's investment.

                  SECTION 4.05. Restricted Securities. The Investor understands
that the Shares it is purchasing are characterized as "restricted securities"
under the federal securities laws inasmuch as they are being acquired from the
Company in a transaction not involving a public offering and that under such
laws and applicable regulations such Shares may be resold without registration
under the Securities Act only in certain limited circumstances. In the absence
of any effective registration statement covering the Shares or an available
exemption from registration under the Securities Act, the Shares must be held
indefinitely. In this connection, such Investor represents that it is familiar
with Rule 144, as presently in effect, and understands the resale limitations
imposed thereby and by the Securities Act, including without limitation the Rule
144 condition that current information about the Company be available to the
public. Such Investor understands and agrees that, except as provided herein,
the Company is not under any obligation to register the Shares under the
Securities Act or to comply with Regulation A or any other exemption and that
Rule 144 is not currently available for sales of the Shares.

                  SECTION 4.06. Brokers' Fees. The Investor has taken no action
which would give rise to any claim by any other Person for any brokerage
commissions, finders' fees or the like relating to the sale of the Shares to the
Investor.

                  SECTION 4.07. No Public Market. The Investor understands and
acknowledges that no public market now exists for any of the securities issued
by the Company and that the Company has made no assurances that a public market
will ever exist for the Company's securities.

                                       16
<PAGE>

                  SECTION 4.08. Securities Filings. To the knowledge of the
Investor, all disclosures required to be made by the Investor under federal and
state securities laws have been made and are true, accurate and complete in all
material respects.

                                   ARTICLE V

                                 INDEMNIFICATION

                  SECTION 5.01. Survival of Representations and Warranties. The
representations and warranties of the Company contained in this Agreement shall
survive until the 18th month after the Closing; provided, however, that the
representations and warranties contained in Sections 3.01, 3.02, 3.07, 3.13 and
3.19 shall survive until the expiration of the relevant statute of limitations.
Neither the period of survival nor the liability of the Company for breaches of
representations and warranties shall be reduced by any investigation made at any
time by or on behalf of the Investor pursuant to any provisions of this
Agreement. If written notice of a claim has been given prior to the expiration
of the applicable survival period by an Investor to the Company, then the
relevant representations and warranties shall survive as to such claim, until
such claim has been finally resolved.

                  SECTION 5.02. Indemnification by the Company.

                  (a) The Investor and its Affiliates, and their respective
officers, directors, employees, managers, agents, successors and assigns (in
each case, on the date hereof, each an "Indemnified Party") shall be indemnified
and held harmless by the Company (the "Indemnifying Party") for and against any
and all liabilities, losses, damages, claims, costs and expenses, interest,
awards, judgments and penalties (including reasonable attorneys' and
consultants' fees and expenses) actually suffered or incurred by them (including
in any action brought or otherwise initiated by any of them) (hereinafter a
"Loss"), arising out of or resulting from (i) the breach of any representation
or warranty made by the Company in this Agreement or (ii) the breach of any
covenant or agreement by the Company in this Agreement. Notwithstanding the
foregoing, the Indemnifying Party shall not be liable for any claim for
indemnification pursuant to this Section 5.02(a), unless and until the aggregate
amount of indemnifiable Losses which may be recovered from the Indemnifying
Party equals or exceeds $10,000, after which the Indemnifying Party shall be
liable for all Losses; provided, however, that the Indemnifying Party's total
indemnity obligation hereunder shall not exceed the Payment Amount.

                  (b) To the extent that the Company's undertakings set forth in
this Section 5.02 may be unenforceable, the Company shall contribute the maximum
amount that it is permitted to contribute under applicable Law to the payment
and satisfaction of all Losses incurred by any Indemnified Party.

                                       17
<PAGE>

                  SECTION 5.03. Notice of Loss; Third Party Claims.

                  (a) During the period in which the indemnification obligations
under this Article V are in effect, an Indemnified Party shall give the
Indemnifying Party written notice of any matter which an Indemnified Party has
reasonably determined has given or could give rise to a right of indemnification
under this Agreement, within sixty (60) days of such determination, stating the
estimated amount of the Loss, if known, and method of computation thereof, and
containing a reference to the provisions of this Agreement in respect of which
such right of indemnification is claimed or arises; provided, however, that the
failure to provide such notice shall not release the Indemnifying Party from any
of its obligations under this Article V except to the extent the Indemnifying
Party shall be materially prejudiced thereby.

                  (b) If an Indemnified Party shall receive notice of any third
party claim, action, suit, arbitration, inquiry, proceeding, investigation
audit, demand or assessment (each, a "Third Party Claim") against it or which
may give rise to a claim for Loss under this Article V, within thirty (30) days
of the receipt of such notice, the Indemnified Party shall give the Indemnifying
Party written notice of such Third Party Claim; provided, however, that the
failure to provide such notice shall not release the Indemnifying Party from any
of its obligations under this Article V except to the extent that the
Indemnifying Party is materially prejudiced by such failure, and shall not
relieve the Indemnifying Party from any other obligation or liability that it
may have to any Indemnified Party otherwise than under this Article V. If the
Indemnifying Party acknowledges in writing its obligation to indemnify the
Indemnified Party hereunder against any Losses that may result from such Third
Party Claim, then the Indemnifying Party shall be entitled to assume and control
the defense of such Third Party Claim at its expense and through counsel of its
choice if it gives notice of its intention to do so to the Indemnified Party
within thirty (30) days of the receipt of such notice from the Indemnified
Party; provided, however, that if either: (x) the Indemnifying Party does not so
assume such defense or (y) there exists or is reasonably likely to exist a
conflict of interest that would make it inappropriate in the reasonable judgment
of the Indemnified Party for the same counsel to represent both the Indemnified
Party and the Indemnifying Party, then the Indemnified Party shall be entitled
to retain its own counsel (up to one counsel for all Indemnified Parties), at
the reasonable expense of the Indemnifying Party. In the event that the
Indemnifying Party exercises the right to undertake any such defense against any
such Third Party Claim as provided above, the Indemnified Party shall cooperate
with the Indemnifying Party in such defense and make available to the
Indemnifying Party, at the Indemnifying Party's expense, all witnesses,
pertinent records, materials and information in the Indemnified Party's
possession or under the Indemnified Party's control relating thereto as is
reasonably required by the Indemnifying Party. Similarly, in the event the
Indemnified Party is, directly or indirectly, conducting the defense against any
such Third Party Claim, the Indemnifying Party shall cooperate with the
Indemnified Party in such defense and make available to the Indemnified Party,
at the Indemnifying Party's expense, all such witnesses, records, materials and
information in the Indemnifying Party's possession or under the Indemnifying
Party's control relating thereto as is reasonably required by the Indemnified
Party. No such Third Party Claim may be settled by the Indemnifying Party
without the prior written consent of the Indemnified Party (not to be
unreasonably withheld), unless such settlement contains a full release of such
Indemnified Party.

                                       18
<PAGE>

                  SECTION 5.04. Survival of Covenants and Agreements. The
covenants and agreements of the parties contained in this Agreement shall
survive the Closing and will remain in full force and effect in accordance with
their terms.

                                   ARTICLE VI

                               GENERAL PROVISIONS

                  SECTION 6.01. Expenses. Except as otherwise specified in this
Agreement, all costs and expenses, including fees and disbursements of counsel,
financial advisors and accountants, incurred in connection with this Agreement
and the transactions contemplated by this Agreement shall be paid by the party
incurring such costs and expenses, whether or not any Closing shall have
occurred.

                  SECTION 6.02. Notices. All notices, requests, claims, demands
and other communications hereunder shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by an internationally recognized overnight courier service,
by facsimile or registered or certified mail (postage prepaid, return receipt
requested) or by electronic mail to the respective parties hereto at the
following addresses (or at such other address for a party as shall be specified
in a notice given in accordance with this Section 6.02):

                       (a) if to the Company:

                           FluoroPharma, Inc.
                           c/o Puretech Ventures, LLC
                           222 Berkley Street Suite 1040,
                           Boston, MA 02116
                           Telephone: 617-482-2333
                           Email: lkundakovic@fluoropharma.com
                           Attention:  Ljiljana Kundakovic, President

                           with a copy to:

                           Burns and Levinson LLP
                           125 Summer Street
                           Boston, MA 02116
                           Telecopy:  617-345-3299
                           Telephone: 617-345-3875
                           Email: JBelanger@burnslev.com
                           Attention:  James H. Belanger

                       (b) if to the Investor:

                           QuantRx Biomedical Corporation
                           100 S. Main Street, Suite 300

                                       19
<PAGE>

                           Doylestown, Pennsylvania 18901
                           Telephone:  (267) 880-1595
                           E-mail:  wwitoshkin@quantrxbiomedical.com
                           Attention:  Walter Witoshkin, Chief Executive Officer

                           with a copy to:

                           Greenberg Traurig, LLP
                           200 Park Avenue
                           New York, NY  10166
                           Telecopy: (212) 805-9284
                           Telephone: (212) 801-6962
                           E-mail:  helselm@gtlaw.com
                           Attention: Michael D. Helsel, Esq.

                  SECTION 6.03. Public Announcements. Neither party hereto shall
make, or cause to be made, any press release or public announcement in respect
of this Agreement or the transactions contemplated hereby or otherwise
communicate with any news media without prior notification to the other party
unless otherwise required by Law or applicable stock exchange regulation, and
the parties hereto shall cooperate as to the timing and contents of any such
press release, public announcement or communication.

                  SECTION 6.04. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any Law or
public policy, all other terms and provisions of this Agreement shall
nevertheless remain in full force and effect for so long as the economic or
legal substance of the transactions contemplated hereby is not affected in any
manner materially adverse to either party hereto. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties hereto shall negotiate in good faith to modify this Agreement so as
to effect the original intent of the parties as closely as possible in an
acceptable manner in order that the transactions contemplated hereby are
consummated as originally contemplated to the greatest extent possible.

                  SECTION 6.05. Entire Agreement. This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and undertakings, both written and oral,
between the Company and the Investor with respect to the subject matter hereof.

                  SECTION 6.06. Assignment. This Agreement may not be assigned
by operation of law or otherwise without the express written consent of the
Company and the Investor (which consent may be granted or withheld in the sole
discretion of the Company or the Investor); provided, however, that the Investor
may assign this Agreement or any of its rights and obligations hereunder to one
or more Affiliates of the Investor without the consent of the Company.

                  SECTION 6.07. Amendment. This Agreement may not be amended or
modified except (a) by an instrument in writing signed by, or on behalf of, the
Company and the Investor or (b) by a waiver in accordance with Section 6.08.

                                       20
<PAGE>

                  SECTION 6.08. Waiver. Either party to this Agreement may (a)
extend the time for the performance of any of the obligations or other acts of
the other party, (b) waive any inaccuracies in the representations and
warranties of the other party contained herein or in any document delivered by
the other party pursuant hereto or (c) waive compliance with any of the
agreements of the other party or conditions to such party's obligations
contained herein. Any such extension or waiver shall be valid only if set forth
in an instrument in writing signed by the party to be bound thereby. Any waiver
of any term or condition shall not be construed as a waiver of any subsequent
breach or a subsequent waiver of the same term or condition, or a waiver of any
other term or condition of this Agreement. The failure of either party hereto to
assert any of its rights hereunder shall not constitute a waiver of any of such
rights. All rights and remedies existing under this Agreement are cumulative to,
and not exclusive of, any rights or remedies otherwise available.

                  SECTION 6.09. No Third Party Beneficiaries. Except for the
provisions of Article VII relating to indemnified parties, this Agreement shall
be binding upon and inure solely to the benefit of the parties hereto and their
respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person, including any
union or any employee or former employee of the Company, any legal or equitable
right, benefit or remedy of any nature whatsoever, including any rights of
employment for any specified period, under or by reason of this Agreement.

                  SECTION 6.10. Specific Performance. The Company and Investor
acknowledge and agree that they would be irreparably damaged if any of the
provisions of this Agreement are not performed in accordance with their specific
terms and that any breach of this Agreement by the other party could not be
adequately compensated in all cases by monetary damages alone. Accordingly, in
addition to any other right or remedy to which the Company or the Investor may
be entitled, at law or in equity, they shall be entitled to enforce any
provision of this Agreement by a decree of specific performance and to
temporary, preliminary and permanent injunctive relief to prevent breaches or
threatened breaches of any of the provisions of this Agreement, without posting
any bond or other undertaking.

                  SECTION 6.11. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York
applicable to contracts executed in and to be performed in that State. All
Actions arising out of or relating to this Agreement shall be heard and
determined exclusively in any New York federal court sitting in the Borough of
Manhattan of The City of New York, provided, however, that if such federal court
does not have jurisdiction over such Action, such Action shall be heard and
determined exclusively in any New York state court sitting in the Borough of
Manhattan of The City of New York. Consistent with the preceding sentence, the
parties hereto hereby (a) submit to the exclusive jurisdiction of any federal or
state court sitting in the Borough of Manhattan of The City of New York for the
purpose of any Action arising out of or relating to this Agreement brought by
any party hereto and (b) irrevocably waive, and agree not to assert by way of
motion, defense, or otherwise, in any such Action, any claim that it is not
subject personally to the jurisdiction of the above-named courts, that its
property is exempt or immune from attachment or execution, that the Action is
brought in an inconvenient forum, that the venue of the Action is improper, or
that this Agreement or the transactions contemplated by this Agreement may not
be enforced in or by any of the above-named courts.

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<PAGE>

                  SECTION 6.12. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT. EACH OF THE PARTIES HERETO HEREBY (A) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 6.12.

                  SECTION 6.13. Counterparts. This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts, and
by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, but all of which taken together
shall constitute one and the same agreement.

                  SECTION 6.14. Original Investment Agreement. This Agreement is
being executed in accordance with, as contemplated by and in furtherance of the
terms of the Original Investment Agreement. The parties hereto agree that the
Original Investment Agreement remains in full force and effect, and no provision
of the Original Investment Agreement shall be deemed to be amended, revised or
modified by the execution of this Agreement and the consummation of the
transactions contemplated hereby.



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<PAGE>

                  IN WITNESS WHEREOF, the Company and the Investor have caused
this Agreement to be executed as of the date first written above by their
respective officers thereunto duly authorized.




                                      QUANTRX BIOMEDICAL CORPORATION


                                      By: /s/Walter Witoshkin
                                          --------------------------------------
                                          Name:  Walter Witoshkin
                                          Title:  Chief Executive Officer


                                      FLUOROPHARMA, INC.


                                      By: /s/Ljiljana Kundakovic
                                          --------------------------------------
                                          Name: Ljiljana Kundakovic
                                           Title: President

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