STOCK PLEDGE AGREEMENT

Stock Pledge Agreement (this “Agreement”), dated as of June __, 2008, by and between QUANTRX BIOMEDICAL CORPORATION , a Nevada corporation, with its principal place of business at 100 South Main Street, Suite 300, Doylestown, Pennsylvania 18901 (the “Pledgor”) and ________________________  (the “Secured Party”).

WHEREAS , the Pledgor has delivered to the Secured Party a senior secured bridge note, dated as of June __, 2008, in the principal amount of $___________(together with any Other Notes or PIK Notes, the “Notes”);

WHEREAS , the Secured Party requires, as a condition to the extension of credit to the Pledgor pursuant to the Notes, that the Pledgor pledge all of its right, title and interest in and to the shares of stock in Fluoropharma, Inc. and Genomics USA, Inc. (the “Portfolio Entities”) held by it to secure the obligations of the Pledgor under the Notes;

WHEREAS , the Pledgor has deposited with the Collateral Agent, as collateral security for the payment of the obligations of the Pledgor under the Notes, the stock (the “Pledged Shares”) described in Schedule 1 attached hereto, being all of the outstanding shares of capital stock or ownership interests in the Portfolio Entities held by the Pledgor (together with duly executed stock powers in blank covering such Pledged Shares); and

WHEREAS , the Secured Party would not be willing to extend credit to the Pledgor unless the Pledgor shall have pledged the Pledged Shares to the Secured Party pursuant to this Agreement.

NOW, THEREFORE , in consideration of the premises and mutual covenants herein contained, and in further consideration of the Secured Party’s extension of credit to the Pledgor, the parties hereby agree as follows:

Section 1 - Pledge . The Pledgor hereby pledges to the Secured Party, and grants to the Secured Party a continuing security interest in, the following (the “Pledged Collateral”):

(i)   The Pledged Shares and the certificates representing the Pledged Shares, and all dividends (whether stock dividends or cash dividends), and cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Shares;

(ii)   Any and all rights held or owned by the Pledgor to acquire additional shares of stock or other securities of the issuers of the Pledged Shares;

(iii)   All additional shares of stock of the issuers of the Pledged Shares from time to time acquired by the Pledgor by stock split or by the exercise of any conversion or option rights, and the certificates representing such additional shares, and all dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares; and

(iv)   Any and all proceeds of any of the foregoing upon the sale or other disposal of the foregoing for any reason.

Section 2 - Security for Obligations; Covenants; Representations . This Agreement secures the payment of all payment obligations of the Pledgor now or hereafter existing under the Notes (all such obligations being referred to as the “Obligations”). The Pledgor makes the representations and warranties set forth on Annex A hereto.

Section 3 - Further Assurances . The Pledgor agrees that at any time and from time to time, at the expense of the Pledgor, the Pledgor will promptly execute and deliver all further instruments and documents, and take all further action, that may be reasonably necessary, or that the Secured Party may reasonably request, in order to perfect any security interest granted or purported to be granted hereby or to enable the Secured Party to exercise and enforce its rights and remedies hereunder with respect to any Pledged Collateral.

Section 4 - Voting Rights; Dividends; Etc . So long as no Event of Default (as defined in the Notes) exists and is continuing:

(i)   The Pledgor shall be entitled to exercise any and all voting and other consequential rights pertaining to the Pledged Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement.

(ii)   The Pledgor shall be entitled to receive and retain any and all cash dividends paid in respect of the Pledged Collateral.

Section 5 - Transfers and Other Liens; Additional Shares . The Pledgor agrees that it will not sell or otherwise dispose of, or grant any option with respect to, any of the Pledged Collateral, or create or permit to exist any lien, security interest, or other charge or encumbrance upon or with respect to any of the Pledged Collateral, except for the security interest under this Agreement.

Section 6 - Secured Party Appointed Attorney-in-Fact . The Pledgor hereby appoints the Collateral Agent attorney-in-fact, with full authority in the place and stead of the Pledgor and in the name of the Pledgor or otherwise, to take any action and to execute any instrument that the Secured Party may deem necessary to accomplish the purposes of this Agreement, including, without limitation, upon and during the continuation of any Event of Default, to receive, endorse and collect all instruments made payable to the Pledgor representing any dividend, interest payment or other distribution in respect of the Pledged Collateral or any part thereof and to give full discharge for the same.

Section 7 - Remedies upon Default . If (but only if) any Event of Default, as defined in the Notes, shall have occurred and be continuing:

(a)   Upon written notice from the Secured Party, the right of Pledgor to receive dividends and to vote the Pledged Shares shall cease, and all such rights shall become vested in the Secured Party. In addition to other rights and remedies provided for herein or otherwise available to it, the Secured Party may exercise all the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time, and the Secured Party may also, without notice except as specified below, sell the Pledged Collateral or any