PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT

THIS PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT (this “Agreement”) is entered into as of this __th day of June, 2008, by and between QUANTRX BIOMEDICAL CORPORATION, a Nevada corporation (the “Pledgor”), with its principal address at 100 S. Main Street, Suite 300, Doylestown, PA 18901, and __________________ (the “Lender”).

WHEREAS, the Pledgor and the Lender or its assignee are parties to a certain Letter Loan Agreement, dated as of June __, 2008 (the “Purchase Agreement”), that provides for, among other things: (i) the Pledgor to issue to the Lender the Note identified in the Purchase Agreement (the “Notes”); and (ii) the grant by the Pledgor to the Lender of a security interest in certain of the Pledgor’s assets.

WHEREAS, to induce the Lender to purchase the Notes pursuant to the Purchase Agreement, the Pledgor has agreed to pledge as collateral security for the Pledgor’s obligations under the Notes, the assets described herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Pledgor and the Lender agree as follows:

1.   Security Interest in Patents, Trademarks and Copyrights . To secure the complete and timely satisfaction of all of Pledgor’s payment obligations now or hereafter existing under the Notes (the “Obligations”), the Pledgor hereby grants and conveys to the Lender through the Collateral Agent a security interest (having priority over all other security interests except as set forth herein) with power of sale, to the extent permitted by law, in all of its now owned or existing, and hereafter acquired or arising:

together with all additions, accessions, accessories, amendments, attachments, modifications, substitutions, and replacements, proceeds and products of the foregoing (collectively, the “Collateral”).

In addition, notwithstanding anything to the contrary contained herein, the Collateral Agent shall not take any action with respect to the Collateral pursuant to an exercise of its rights as a secured party hereunder unless the Collateral Agent shall have given the Pledgor at least 120 days prior written notice of such action which notice shall not be given prior to the occurrence of the occurrence of an Event of Default;  provided , that , no such prior written notice shall be required in connection with any action taken by the Collateral Agent reasonably necessary to perfect the security interest granted hereby and protect its rights in and to the Collateral.

2.   Recording of Patents and Trademarks . Pledgor represents and warrants that (1) the patents and patent applications listed in Schedule A, and (2) the trademark and trademark applications described in Schedule B, have each been duly recorded in the U.S. Patent and Trademark Office (the “PTO”); and that no other patents, patent applications, trademarks, or trademark applications have been filed or recorded with the PTO in which the Pledgor has an interest.

3.   Recording of Copyrights . Pledgor represents and warrants that the copyright and copyright applications described in Schedule C have been duly recorded in the U.S. Copyright Office, and that no other copyright, and copyright applications have been recorded in the U.S. Copyright Office, in which the Pledgor has an interest.

4.   Restrictions on Future Agreements . Pledgor will not, without the Lender’s prior written consent, after the date hereof, enter into any agreement that is inconsistent with this Agreement, and Pledgor further agrees that it will not take any action, and will use reasonable efforts not to knowingly permit any action to be taken by others subject to its control, or knowingly fail to take any action, which would affect the validity or enforcement of the rights transferred to the Lender, under this Agreement or the rights associated with those Patents, Trademarks and/or Copyrights which are in Pledgor’s reasonable business judgment, necessary or desirable in the operation of Pledgor’s business. Notwithstanding anything to the contrary set forth herein, it is understood and agreed that the Pledgor shall be permitted to license the Collateral to the extent the same is permitted pursuant to the terms of the Notes.

5.   New Patents, Trademarks and Copyrights . Pledgor represents and warrants that the Patents, Trademarks, and Copyrights listed on Schedules A, B, and C, include all of the patents, patent applications, trademark registrations, trademark applications, service marks registrations, service mark applications, registered copyrights and copyright applications, now owned or held by Pledgor. If, prior to the termination of this Agreement, Pledgor shall (i) create or obtain rights to any new patents, trademarks, trademark registrations, trademark applications, trade names, trade styles, service marks, service marks registrations, or service mark applications, or (ii) become entitled to the benefit of any patent, trademark, trademark registration, trademark application, trade name, trade style, service mark, service mark registration, service mark application, the provisions of Section 1 above shall automatically apply thereto and Pledgor shall give the Lender prompt written notice thereof. Pledgor hereby authorizes the Lender to modify this Agreement by (a) amending Schedules A, B, and/or C, as the case may be, to include any future patents, trademark registrations, trademark applications, service mark registrations, service mark applications, registered copyrights and copyright applications that are Patents, Trademarks or Copyrights under Section 1 above, or under this Section 5 (whether or not any such notice from Pledgor has been sent