Bridge Loan Letter Agreement

QuantRx Biomedical Corporation

100 S. Main Street, Suite 300

Doylestown, PA 18901

RE:   Bridge Loan Letter Agreement

Ladies and Gentlemen:

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

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

b.   Common Stock and Warrants . In consideration for the Loan, for each $100,000 of new principal loaned to the Borrower by the Lender, the Borrower shall issue to the Lender 25,000 shares of unregistered common stock of the Borrower and warrants to purchase 25,000 shares of common stock at an exercise price of $0.85 per share and a term of five years.

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

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

3.   Conditions Precedent .

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

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

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

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

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

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

a.   The Borrower has been duly incorporated and is validly existing and in good standing under the laws of the state of Nevada, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted. The Borrower is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a Material Adverse Effect. “ Material Adverse Effect ” means any material adverse effect on the ability of the Borrower to perform its obligations hereunder or under the Bridge Loan Documents or on the business, operations, properties or financial condition of the Borrower.

b.   Each of the Bridge Loan Documents has been duly authorized, validly executed and delivered on behalf of the Borrower and is a valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Borrower has full power and authority to execute and deliver this Agreement and the Bridge Loan Documents and to perform its obligations hereunder and thereunder.

c.   The execution, delivery and performance of this Agreement and the Bridge Loan Documents will not (i) conflict with or result in a breach of or a default under any of the terms or provisions of (A) the Borrower’s articles of incorporation or by-laws, or (B) any material provision of any indenture, mortgage, deed of trust or other material agreement or instrument to which the Borrower is a party or by which it or any of its material properties or assets is bound, (ii) result in a violation of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, Federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Borrower, or any of its material properties or assets or (iii) result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of the Borrower or any of its subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of their property or any of them is subject, except, in the cases of (i), (ii) and (iii) above, as would not have a Material Adverse Effect.

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

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

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

i.   Each Purchaser shall be deemed to appoint Platinum as the Collateral Agent under the Security Documents (the “ Collateral Agent ”) and each Purchaser authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Security Docu