ENGAGEMENT AGREEMENT

                                                                    EXHIBIT 10.2

                              BURNHAM HILL PARTNERS
                         A DIVISION OF PALI CAPITAL INC.



370 LEXINGTON AVENUE                                            TEL 212-980-2200
NEW YORK, NEW YORK 10022                                        FAX 212-980-9466

November 8, 2005

Mr. Walter Witoshkin
A-Fem Medical Corporation
321 Norristown Rd. Suite 230
Ambler, PA 19002

Dear Mr. Witoshkin.:

         This agreement confirms the engagement of Burnham Hill Partners, a
division of Pali Capital, Inc. ("BHP") by A-Fern Medical Corporation ("A-Fem" or
the "Company") as its financial advisor in connection with one or more potential
strategic transactions, which may include an acquisition, partnership, strategic
alliance or merger (a. "Strategic Transaction"). In the event the Company elects
to pursue an equity or debt financing during the term of this engagement or an
equity or debt financing is required in connection with a Strategic Transaction,
BHP and the Company shall enter into a separate letter agreement, to be
negotiated in good faith on commercially standard terms, related to such
financing activity. This engagement shall have a term of six months, which term
may be extended upon mutual written agreement of the parties.

As part of BHP's engagement, at the Company's request, BHP will use its
commercially reasonable best efforts to:

     (a)  assist the Company in analyzing and evaluating the business,
          operations and financial position of each suitable prospect for a
          Strategic Transaction;

     (b)  assist the Company with its due diligence efforts related to each
          potential Strategic Transaction;

     (c)  assist the Company in structuring and negotiating each Strategic
          Transaction; and

     (d)  be available at the Company's request to meet with your Board of
          Directors to discuss any proposed Strategic Transaction and its
          financial implications;

     (e)  assist the Company with the identification of potential merger,
          acquisition, partnership or strategic alliance candidates; andassist
          the Company in identifying potential sources of funding.

In connection with BHP's engagement hereunder, the Company shall compensate BHP
as set forth below:

     (a)  Upon execution of this engagement, the Company shall issue to BHP and
          its registered assignees 100,000 common stock purchase warrants
          exe