1. Loan. This letter when fully executed will constitute a loan agreement (this “Agreement”) between __________________________ (the “Lender”) and QuantRx Biomedical Corporation, a Nevada corporation (the “Borrower”), pursuant to which the Lender, on the terms and conditions provided herein, shall agree to make one or more loans to or for the benefit of the Borrower hereunder in an amount not to exceed $__________ (the “Loan”). The Lender’s obligation to make the Loan is subject to the Borrower’s fulfillment of each of the applicable conditions set forth in Section 3 hereof.

a. Promissory Bridge Notes. The Loan shall be evidenced by a senior secured promissory bridge note issued to the Lender in the principal amount of the Loan, dated the date the Borrower receives the funds from the Lender, in the form attached hereto as Exhibit A (together with any replacements and substitutes therefore, the “Bridge Note”). The principal amount of the Loan and interest thereon, calculated at the rate of 8% per annum, as provided in the Bridge Note, shall be payable as set forth more particularly therein.

b. Common Stock and Warrants. In consideration for the Loan, for each $100,000 of new principal loaned to the Borrower by the Lender, the Borrower shall issue to the Lender 25,000 shares of unregistered common stock of the Borrower and warrants to purchase 25,000 shares of common stock at an exercise price of $0.85 per share and a term of five years.

d. This Agreement, the Bridge Note and any other instruments or documents required or contemplated hereunder or thereunder (including, without limitation, the Pledge Agreement and the IP Security Agreement (each as defined below)), whether now existing or at any time hereafter arising, are herein referred to as the “Bridge Loan Documents.”

ii. A certified copy of the resolutions of the Board of Directors (or if the Board of Directors takes action by unanimous written consent, a copy of such unanimous written consent containing all of the signatures of the members of the Board of Directors) of the Borrower, dated as of the Closing Date, authorizing the execution, delivery and performance of the Bridge Loan Documents.

a. The Borrower has been duly incorporated and is validly existing and in good standing under the laws of the state of Nevada, with full corporate power and authority to own, lease and operate its properties and to conduct its business as currently conducted. The Borrower is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction in which its ownership of property or the nature of the business conducted by it makes such qualification necessary and where the failure so to qualify would have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the ability of the Borrower to perform its obligations hereunder or under the Bridge Loan Documents or on the business, operations, properties or financial condition of the Borrower.

b. Each of the Bridge Loan Documents has been duly authorized, validly executed and delivered on behalf of the Borrower and is a valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to limitations on enforcement by general principles of equity and by bankruptcy or other laws affecting the enforcement of creditors’ rights generally, and the Borrower has full power and authority to execute and deliver this Agreement and the Bridge Loan Documents and to perform its obligations hereunder and thereunder.

c. The execution, delivery and performance of this Agreement and the Bridge Loan Documents will not (i) conflict with or result in a breach of or a default under any of the terms or provisions of (A) the Borrower’s articles of incorporation or by-laws, or (B) any material provision of any indenture, mortgage, deed of trust or other material agreement or instrument to which the Borrower is a party or by which it or any of its material properties or assets is bound, (ii) result in a violation of any material provision of any law, statute, rule, regulation, or any existing applicable decree, judgment or order by any court, Federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Borrower, or any of its material properties or assets or (iii) result in the creation or imposition of any material lien, charge or encumbrance upon any material property or assets of the Borrower or any of its subsidiaries pursuant to the terms of any agreement or instrument to which any of them is a party or by which any of them may be bound or to which any of their property or any of them is subject, except, in the cases of (i), (ii) and (iii) above, as would not have a Material Adverse Effect.

a. The Borrower has executed and delivered to Platinum Long Term Growth VII LLC (“Platinum”) a Stock Pledge Agreement (the “Pledge Agreement”), in the form attached hereto as Exhibit B, and the Patent, Trademark and Copyright Security Agreement (the “IP Security Agreement” and, together with the Pledge Agreement, the “Security Documents”), in the form attached hereto as Exhibit C, together with all certificates and documentation required under each such document (including, without limitation, stock certificates and stock powers referenced therein).

b. The security interest granted pursuant to the Security Documents shall be deemed to be granted pro rata for the benefit of the Lender and each purchaser of such Other Bridge Notes (collectively, and together with the Lender and Platinum, the “Purchasers”) pro rata, based on the aggregate principal amount of the Bridge Notes, Other Bridge Notes (as defined in the Bridge Note), and Senior Secured Convertible Promissory Notes (as defined in the Bridge Note) (collectively, and expressly including any Other Notes issued prior to the date hereof, the “Notes”) held by each Purchaser. The Lender acknowledges and agrees as follows:

i. Each Purchaser shall be deemed to appoint Platinum as the Collateral Agent under the Security Documents (the “Collateral Agent”) and each Purchaser authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Security Documents as are delegated to the Collateral Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Purchaser hereby authorizes the Collateral Agent to execute and deliver, and to perform its obligations under, each of the documents to which the Collateral Agent is a party relating to security for the obligations under the Notes, to exercise all rights, powers and remedies that the Collateral Agent may have under such Security Documents and, in the case of the Security Documents, to act as agent for the Purchasers under such Bridge Loan Documents.

ii. The Collateral Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Purchasers holding at least 51% of the aggregate amount of the Notes then outstanding, and such instructions shall be binding upon all Purchasers; provided, however, that the Collateral Agent shall not be required to take any action that (i) the Collateral Agent in good faith believes exposes it to personal liability unless the Collateral Agent receives an indemnification satisfactory to it from the Purchasers with respect to such action or (ii) is contrary to this Agreement or applicable law.

iii. In performing its functions and duties under the Security Documents and the other documents required to be executed or delivered in connection therewith, the Collateral Agent is acting solely on behalf of the Purchasers and its duties are entirely administrative in nature. The Collateral Agent does not assume and shall not be deemed to have assumed any obligation other than as expressly set forth herein. The Collateral Agent may perform any of its duties under any Security Document by or through its agents or employees.

iv. None of the Collateral Agent, any of its affiliates or any of their respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or them under or in connection with the Security Documents, except for its, his, her or their own gross negligence or willful misconduct.

v. Each Purchaser acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Purchaser conduct its own independent investigation of the financial condition and affairs of the Borrower and its Subsidiaries in connection with the issuance of the Securities. Each Purchaser also acknowledges that it shall, independently and without reliance upon the Collateral Agent or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and other Bridge Loan Documents.

vi. Each Purchaser agrees to indemnify the Collateral Agent and each of its affiliates, and each of their respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the Borrower), from any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements (including fees, expenses and disbursements of financial and legal advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against, the Collateral Agent or any of its affiliates, directors, officers, employees, agents and advisors in any way relating to or arising out of the Security Documents or any action taken or omitted by the Collateral Agent under the Security Documents or the document related thereto; provided, however, that no Purchaser shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent’s or such Affiliate’s gross negligence or willful misconduct.

vii. The Collateral Agent may resign at any time by giving written notice thereof to the Purchasers and the Borrower. Upon any such resignation, the Purchasers shall have the right to appoint a successor Collateral Agent. If no successor Collateral Agent shall have been so appointed by the Purchasers, and shall have accepted such appointment, within 30 days after the retiring Collateral Agent’s giving of notice of resignation, then the retiring Collateral Agent may, on behalf of the Purchasers, appoint a successor Collateral Agent, selected from among the Purchasers. Upon the acceptance of any appointment as Collateral Agent by a successor Collateral Agent, such successor Collateral Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations under this Agreement, the Bridge Loan Documents and any other documents required to be executed or delivered in connection therewith. Prior to any retiring Collateral Agent’s resignation hereunder as Collateral Agent, the retiring Collateral Agent shall take such action as may be reasonably necessary to assign to the successor Collateral Agent its rights as Collateral Agent under the Bridge Loan Documents. After such resignation, the retiring Collateral Agent shall continue to have the benefit of this Agreement as to any actions taken or omitted to be taken by it while it was Collateral Agent under this Agreement, the Security Documents and any other documents required to be executed or delivered in connection therewith.

viii. Each Purchaser agrees that any action taken by the Collateral Agent in accordance with the provisions of this Agreement or of the other document relating thereto, and the exercise by the Collateral Agent or the Purchasers of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Purchasers.

ix. Each of the Purchasers hereby directs, in accordance with the terms hereof, the Collateral Agent to release (or in the case of clause (ii) below, release or subordinate) any Lien held by the Collateral Agent for the benefit of the Purchasers against any of the following: (i) all of the Collateral upon payment and satisfaction in full of all obligations under the Notes and all other obligations under the Bridge Loan Documents that the Collateral Agent has been notified in writing are then due and payable; (ii) any assets that are subject to a Lien; and (iii) any part of the Collateral sold or disposed of by the Borrower if such sale or disposition is permitted by this Agreement and the other Bridge Loan Documents (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this Agreement and the other Bridge Loan Documents). Each of the Purchasers hereby directs the Collateral Agent to execute and deliver or file such termination and partial release statements and do such other things as are necessary to release Liens to be released pursuant to this Section promptly upon the effectiveness of any such release.

f. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.

g. Each of the Borrower and the Lender (i) hereby irrevocably submits to the jurisdiction of the United States District Court sitting in the Southern District of New York and the courts of the State of New York located in New York county for the purposes of any suit, action or proceeding arising out of or relating to this Agreement or the Bridge Loan Documents and (ii) hereby waives, and agrees not to assert in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. Each of the Borrower and the Lender consents to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address set forth in the Bridge Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 5(g) shall affect or limit any right to serve process in any other manner permitted by law.

m. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Borrower shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Lender. Notwithstanding the foregoing, the Lender may assign its rights hereunder to any other person or entity without the consent of the Borrower.

o. All remedies of the Lender under this Agreement, the Bridge Note and the other Bridge Loan Documents (i) are cumulative and concurrent, (ii) may be exercised independently, successively or together with other lenders against the Borrower, (iii) shall not be exhausted by any exercise thereof, but may be exercised as often as occasion therefore may occur, and (iv) shall not be construed to be waived or released by the Lender’s delay in exercising, or failure to exercise, them or any of them at any time it may be entitled to do so.

	Very truly yours,

	By:
	Name: Walter W. Witoshkin
	Title: Chairman & CEO
	QuantRx Biomedical Corporation