EMPLOYMENT AGREEMENT

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

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

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

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

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

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

1.              Nature of Employment .

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

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

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

2.              Term and Termination of Employment .

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

(b)             By Company With Cause .

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

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

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

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

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

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

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

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

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

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

(d)            By Executive Without Good Reason .

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

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

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

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

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

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

3.             Compensation and Benefits.

(a)             Salary.   Executive shall receive an annual salary (“ Salary ”) in the amount of $168,000, less statutory deductions and app