ENGAGEMENT AGREEMENT

                                                                    EXHIBIT 10.4



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April 13, 2005

Mr. William I'I. Fleming, Ph. D
Vice Chairman & COO
A-Fem Medical Corporation
14889 Tualatin-Sherwood Road
Ste. 405
Sherwood, OR 97140

RE: Private Placement of Securities for A-Fem Medical Corporation

Dear Mr. Fleming:

This binding letter of intent confirms our understanding that A-Fem Medical
Corporation (together with its affiliates and subsidiaries, "A-Fem Medical
Corporation " or the "Company") has engaged Dawson James Securities, Inc.
(together with its affiliates and subsidiaries, "Dawson James") to act as a
"non-exclusive" placement agent of the Company ("Placement Agent") in connection
with a best efforts private placement offering of the Company's Common Stock and
Warrants (the "Placement"). This letter will confirm our acceptance and set
forth the terms of the engagement agreed to between Dawson lames and the
Company.

         1. Information. In connection with the Placement Agent's activities
hereunder, the Company will furnish Dawson James with all material and
information regarding the business and financial condition of the Company,
including but not limited to last three years financial statements, financial
projections, material conaacts. all documents evidencing indebtedness, sales and
marketing plans, labor and executive compensation agreements, environmental
matters, tax matters, intellectual property matters, litigation matters and such
other data, information or files that may be material to the business of the
Company or otherwise requested by Dawson James (the "Information"). The Company
will cooperate with Dawson James in furnishing all Information as may be
requested by Dawson James from time to time and will provide access to the
officers, directors, employees, accountants, counsel and other professionals of
the Company to the extent Dawson James deems appropriate. The Company represents
and warrants that all Information, including but not limited to the Company's
financial statements, will be complete and correct in all material respects and
will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading.
The Company recognizes and confirms that the non-exclusive Placement Agent: (i)
will use and rely primarily on the Information and on information available from
generally recognized public sources in performing the services contemplated by
this letter without having independently verified the same; (ii) is authorized
as the Company's financial advisor and placement agent to transmit to any
prospective investor a copy or copies, forms of purchase agreements and any
other legal documentation supplied to the Placement Agent for transmission to
any prospective investor by or on behalf of the Company or by any of the
Company's officers, representatives or agents, in connection with the
performance of the Placement Agent's services hereunder or any transaction
contemplated hereby; (iii) does not assume responsibility for the accuracy or
completeness of the Information and such other information; (iv) will not make
an appraisal of any assets of the Company; and (v) retains the right to continue
to perform due diligence during the course of the engagement. Accordingly, the
Company agrees that Dawson James assumes no responsibility for the accuracy and
completeness of the Information. The Placement Agent agrees to keep the
Information confidential and will not make use thereof, except in connection
with services hereunder for the Company, unless; (i) disclosure is required by
law or requested by any government, regulatory or self-regulatory agency or body
in which event the Placement Agent will provide the Company with reasonable
advance notice of such proposed disclosure; (ii) any information is or becomes
generally available to the public; or (iii) any Information was or becomes
available to the Placement Agent on a non-confidential basis from a source other
than the Company or any of its representatives.

         2. Compensation. As compensation for services rendered and to be
rendered hereunder by Dawson James, the Company agrees to pay Dawson James as
follows;

<PAGE>

              a) An amount in cash equal to ten percent (10%) of the principal
amount of any Placement placed and/or commined by any investor originating from
a relationship with the Company and payable at the time of each closing of the
Financing ("Placement Fee").

              b) The Company will issue to Dawson James warrants to purchase
shares of the Company's Common Stock equal to ten percent (10%) of the number of
common shares ("Shares") issued in the Placement. Such Warrants will be issued
pursuant to a Warrant Agreement to be signed by the Company and Dawson James or
any assignee of Dawson James, which agreement shall provide, among other things,
that the Warrants shall be exercisable at an exercise price equal to the price
at which the Shares are sold to investors in the Placement, shall expire seven
(7) years from the date of first closing, include registration rights at the
time that all shares issued in this Placement are registered, and provisions for
cashless exercise, and such other terms as are normal and customary for Warrants
of this type.

              c) Notwithstanding any termination of this Agreement pursuant to
the terms hereof or otherwise, if on or before the twenty four (24) month
anniversary of the final closing of the Placement, the Company enters into a
definitive commitment relating to a Placement (or any portion thereof), capital
raise, or consummates a Placement with any party, or the Company enters into a
defmitive commitment relating to a Placement (or any portion thereof) with any
financing source introduced to the Company by Dawson James, the Company agrees
to pay Dawson James all such compensation pursuant to the terms of Section 2
'Compensation" of this Agreement.

         3. Certain Placement Procedures. The Company and the Placement Agent
each represents to the other that it has not taken, and the Company and the
Placement Agent each agrees with the other that it will not take any action,
directly or indirectly, so as to cause the Placement to fail to be entitled to
rely upon the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933, as amended (the "Act"). In effecting the Placement, the
Company and the Placement Agent each agrees to comply in all material respects
with applicable provisions of the Act and any regulations thereunder and any
applicable state laws and requirements. The Company agrees that any
representations and warranties made by it to any investor in the Placement shall
be deemed also to be made to the Placement Agent for its benefit. The Company
agrees that it shall cause any opinion of its counsel delivered to any investors
in the Placement also to be addressed and delivered to the Placement Agent, or
to cause such counsel to deliver to the Placement Agent a letter authorizing it
to rely upon such opinion. Upon completion of the Placement, all shares placed
by the Placement Agent will be deposited into a Dawson James client account for
the benefit of each investor.

         4. Termination; Survival of Provisions. This Agreement may be
terminated by the Placement Agent or the Company at any time upon thirty (30)
days prior written notice to the other parry, provided, however, that: (a) any
termination or completion of Dawson James's engagement hereunder shall not
affect the Company's obligation to indemnity Dawson Janus as provided in the
separate letter agreement referred to above and (b) any termination by the
Company of Dawson James' engagement hereunder shall not affect the Company's
obligation to pay fees to the extent provided for in Section 2(c) herein, and
any unpaid amounts thereunder shall be accelerated and be immediately due and
payable to Dawson James on the termination date; and (c) any termination by
Dawson James of Dawson James's engagement hereunder shall not affect the
Company's obligation to pay fees and reimburse the expenses accruing prior to
such termination to the extent provided for herein. All such fees and
reimbursements due the Placement Agent, shall be paid to the Placement Agent on
or before the Termination Date (in the event such f