Summary of QUANTRX BIOMEDICAL CORP

Item 1.01 Entry into a Material Definitive Agreement

Letter Loan Agreement

On July 21, 2008, QuantRx Biomedical Corporation, a Nevada corporation ("QuantRx"), had an initial closing of a private placement of senior secured promissory bridge notes (the "bridge notes") to certain accredited investors pursuant to loan letter agreements (the "loan agreements") with such investors
(the "lenders"). Under the loan agreements, the lenders lent (the "loan")
$425,000 to QuantRx on the terms described below. The loan is secured by certain intellectual property of, and shares of common stock of other corporations held by, QuantRx (the "collateral") pursuant to stock pledge agreements (the "stock pledge agreements") and patent, trademark and copyright security agreements (the "patent, trademark and copyright security agreements", and together with the stock pledge agreements, the "security agreements"). The loan ranks pari passu with the senior secured convertible promissory notes in the principal amount of $2,157,246.58, issued by QuantRx in the first quarter of 2008. In connection with the loan, QuantRx issued to the lenders five-year warrants to purchase 25,000 shares of QuantRx's common stock at $0.85 per share (the "warrants") and 25,000 shares of common stock for every $100,000 of new principal invested in the loan.

The loan agreements permit QuantRx to issue bridge notes with a principal amount (face value) of up to $600,000 through a series of closings.

The material terms of the other principal agreements comprising the loan are summarized below.

8% Senior Secured Promissory Bridge Notes

On or about July 21, 2008, QuantRx had an initial closing of a private placement of 8% senior secured promissory bridge notes in the principal amount of $425,000 to the lenders. Proceeds from the bridge notes will be used by QuantRx for general corporate purposes. The material terms of the bridge notes are summarized below:

Maturity Date, Payment of Principal Amount and Interest. QuantRx must repay the entire principal amount of the bridge notes with all accrued and unpaid interest on September 15, 2008. Interest on the outstanding principal amount of the bridge notes will accrue at a rate of 8% per annum.

Seniority and Ranking. The notes rank senior to QuantRx's currently issued and outstanding indebtedness and equity securities, provided that the bridge notes rank pari-passu with respect to (i) each other and (ii) the senior secured convertible promissory notes in the principal amount of $2,157,246.58, issued by QuantRx in the first quarter of 2008. With regards to the previously issued senior secured convertible promissory notes, the holders have waived certain "seniority" rights and interests held under those notes and the security agreements and have consented to the issuance by QuantRx of the bridge notes described herein.

Event of Default. Upon the occurrence of an event of default, QuantRx must pay to the lenders, on demand, the outstanding principal balance and all interest on the outstanding principal balance of the bridge notes, from the date of the event of default until payment in full, at the rate of 14% per annum. Generally, the occurrence of any of the following would constitute an event of default:

· QuantRx fails to make any principal or interest payment for a period of seven business days after the date such payment becomes due;

· any representation, warranty or certification made by QuantRx turns out to be false or incorrect in a material respect or QuantRx fails to comply with any of its material obligations under the note;

· the holder of any indebtedness of QuantRx accelerates any payment of any principal or interest in an amount that exceeds $100,000;

· a judgment or order for the payment of money is rendered against QuantRx in excess of $100,000 in the aggregate;

· QuantRx (i) applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of itself or of all or a substantial part of its property or assets, (ii) makes a general assignment for the benefit of its creditors, (iii) commences a voluntary case under the Bankruptcy Code, (iv) files a petition seeking to take advantage of any bankruptcy, insolvency, moratorium, reorganization or other similar law affecting the enforcement of creditors' rights generally, (v) acquiesces in writing to any petition filed against it in an involuntary case under the Bankruptcy Code, or (vi) takes any action under the laws of any jurisdiction analogous to any of the foregoing; or

· a proceeding or case is commenced against QuantRx without its application or consent seeking (i) the liquidation, reorganization, moratorium, dissolution, winding up, or composition or readjustment of its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of it or of all or any substantial part of its assets or (iii) similar relief in respect of it under any law providing for the relief of debtors, and such proceeding or case described in clause (i),
(ii) or (iii) is undismissed for a period of 30 consecutive days.

Stock Pledge Agreements

In connection with the loan, QuantRx has entered into the stock pledge agreements, pursuant to which QuantRx extended to the lenders a continuing and perfected first priority security interest in certain equity securities owned by QuantRx of two private companies (collectively, the "pledged shares") and specified rights and interests associated with the pledged shares. If an event of default occurs under the bridge notes, Platinum Long Term Growth LLC, as collateral agent for the lenders (the "collateral agent"), has agreed not to take any action with respect to the pledged shares for 120 days after the collateral agent provides QuantRx with notice of the its proposed action. With respect to the lenders, the stock pledge agreement, and the security interest created thereby, will terminate upon QuantRx's payment in full of its payment obligations under the bridge notes.

Patent, Trademark and Copyright Security Agreement

Also, in connection with the loan, QuantRx has entered into the patent, trademark and copyright security agreements, pursuant to which QuantRx extended to the lenders a continuing and perfected first priority security interest in all of its owned or acquired patents, trademarks and copyrights and specified intellectual property and related rights and interests associated therewith (the "IP collateral"). If an event of default occurs under the bridge notes, the collateral agent has agreed not to take any action with respect to the IP collateral for 120 days after the collateral agent provides QuantRx with notice of its proposed action. With respect to the lenders, the patent, trademark and . . .