SC 13D

SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Under the Securities Exchange Act of 1934

QuantRx Biomedical Corporation

(formerly known as A-Fem Medical Corporation)

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

74765N109

(CUSIP Number)

Mark Capital, LLC

5173 Seagrove Place

San Diego, California 92130

Attention: Evan Levine

(858) 350-4565

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 29, 2004

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 74765N109

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mark Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o                                                                                                                                     (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited liability company
Number of Shares			7	SOLE VOTING POWER 3,938,009
Beneficially Owned by			8	SHARED VOTING POWER
Each Reporting			9	SOLE DISPOSITIVE POWER 3,938,009
Person With			10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,938,009
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)          o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.9%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Evan Levine
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) o                                                                                                                                     (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)o Not Applicable
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
Number of Shares			7	SOLE VOTING POWER 4,963,229
Beneficially Owned by			8	SHARED VOTING POWER
Each Reporting			9	SOLE DISPOSITIVE POWER 4,963,229
Person With			10	SHARED DISPOSITIVE POWER
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,963,229
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.2%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

CUSIP No. 74765N109 Schedule 13D

Item 1. Security and Issuer.

This statement relates to certain shares of common stock, $0.01 par value per share (“Common Stock”), of QuantRx Biomedical Corporation, a Nevada corporation formerly known as A-Fem Medical Corporation (the “Issuer”). The principal executive offices of the Issuer are located at 321 Norristown Road, Suite 230, Ambler, Pennsylvania 19002.

Item 2. Identity and Background.

(a)The names of the persons filing this statement are Mark Capital, LLC, a Delaware limited liability company (“Mark Capital”), and Evan Levine, an individual (“Mr. Levine” and, together with Mark Capital, the “Reporting Persons”).

(b)The address of each of the Reporting Persons is 5173 Seagrove Place, San Diego, California 92130.

(c)The principal business of Mark Capital is making investments. Mr. Levine’s principal occupation is serving as the President and Chief Executive Officer of ADVENTRX Pharmaceuticals, Inc., a Delaware corporation (“Adventrx”). The principal business of Adventrx is the development of antiviral and anticancer biopharmaceutical drugs. The principal address of Adventrx is 6725 Mesa Ridge Road, Suite 100, San Diego, California 92121. Mr. Levine is also a member of the board of directors of the Issuer and the managing member of Mark Capital.

(d)During the last five years, neither Mark Capital nor Mr. Levine has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, neither Mark Capital nor Mr. Levine has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mark Capital or Mr. Levine was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)Mark Capital is a Delaware limited liability company. Mr. Levine is a citizen of the United States.

Item 3. Source and Amount of Funds or Other Consideration.

In October 2004, Mark Capital purchased 1,750,000 shares of Series A Convertible Preferred Stock of the Issuer (“Series A Stock”) and warrants to purchase an aggregate of 642,006 shares of Series A Stock (the “Warrants”) from Goldman Sachs & Co. (“Goldman”) for an aggregate purchase price of $46,715.64. Shares of Series A Stock are convertible into shares of Common Stock. In November 2004, Mark Capital exercised Warrants to purchase an aggregate of 462,006 shares of Series A Stock for an aggregate purchase price of $4,620.06. In November 2004, the Issuer issued to Mark Capital 300,000 shares of Common Stock for an aggregate purchase price of $15,000. In July 2005, Mark Capital also purchased 150,000 shares of Common Stock from a shareholder of the Issuer in a private transaction for an aggregate purchase price of $37,500. Immediately following the purchase, Mark Capital gifted to an

individual 10,000 of the 150,000 shares of Common Stock purchased. The source of the funds for the acquisition of securities described in this paragraph was the working capital of Mark Capital.

In February 2006, Mark Capital agreed with the Issuer to convert all of Mark Capital’s shares of Series A Stock into 3,318,009 shares of Common Stock (a conversion rate of 1.5 shares of Common Stock for each share of Series A Stock). In addition, Mark Capital agreed that each share of Series A Stock that may be issued upon exercise of Mark Capital’s warrants to purchase up to 180,000 shares of Series A Stock would convert into one share of Common Stock, if and when such shares are acquired and converted. No consideration was paid or received by Mark Capital in connection with these agreements or the conversion of outstanding Series A Stock.

In October 2004, Mr. Levine, as custodian for his children, purchased an aggregate of 500,000 shares of Series A Stock from Goldman for an aggregate purchase price of $13,347.34. In November 2004, the Issuer issued to Mr. Levine, as custodian for his children, an aggregate of 240,000 shares of Common Stock for an aggregate purchase price of $12,000. The source of the funds for the acquisition of securities described in this paragraph was the personal funds of Mr. Levine.

In February 2006, Mr. Levine, as custodian for his children, agreed with the Issuer to convert all of the shares of Series A Stock held by Mr. Levine, as custodian for his children, into 750,000 shares of Common Stock (a conversion rate of 1.5 shares of Common Stock for each share of Series A Stock). No consideration was paid or received by Mr. Levine, as custodian for his children, in connection with this agreement or the conversion of outstanding Series A Stock.

From January 2005 through September 2005, the Evan M. Levine Roth IRA, of which Mr. Levine is a beneficiary, purchased an aggregate of 35,220 shares of Common Stock on the open market for an aggregate purchase price of $23,976.64. The source of the funds for the acquisition of securities described in this paragraph was the personal funds of Mr. Levine.

Mr. Levine has retained voting and dispositive control of each of the securities of the Issuer described in this Item 3.

Item 4. Purpose of Transaction.

Mark Capital and Mr. Levine, as custodian for his children, acquired the shares of Common Stock, the Warrants and Series A Stock for investment. Over time, Mark Capital and Mr. Levine, as custodian for his children, will review their respective investments in the securities of the Issuer and may, at such time and from time to time, determine to acquire additional securities of the Issuer or to dispose of all or any portion of the securities of the Issuer beneficially held by them at any time. Except as stated below, neither Mark Capital nor Mr. Levine has any plans or proposals which relate to or would result in:

(a) The acquisition of additional securities of the Issuer, or the disposition of any securities of the Issuer, other than sales, from time to time, of the Common Stock in accordance with Rule 144 promulgated under the Securities Act of 1933, as amended;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries;

(d) Any change in the management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Issuer;

(e) A material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

(g) Any change in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in the inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or

(j) Any action similar to any of those enumerated above.

Item 5. Interest in Securities of the Issuer.

According to the Issuer’s quarterly report on Form 10-QSB filed with the Securities and Exchange Commission on November 14, 2005, there were 16,488,183 shares of Common Stock outstanding as of October 24, 2005. The Issuer has further advised Mr. Levine that due in part to the conversion of the Series A Stock referenced above, there were 30,451,494 shares of Common Stock outstanding as of February 13, 2006. The percentages of shares of Common Stock beneficially held by Mark Capital and Mr. Levine set forth below are based on the foregoing outstanding share figure.

(a)Mark Capital beneficially owns 3,938,009 shares of Common Stock (which includes a warrant to purchase 180,000 shares of Series A Stock, which is exercisable within 60 days of this report, and each such share of Series A Stock is convertible into one share of Common Stock), which constitutes 12.9% of the outstanding shares of Common Stock. Mr. Levine is the managing member of Mark Capital and in such capacity has the sole power to vote and dispose of such shares.

Mr. Levine beneficially owns 4,963,229 shares of Common Stock (which includes (i) 3,938,009 shares of Common Stock beneficially owned by Mark Capital, (ii) 990,000 shares of Common Stock held by Mr. Levine as custodian for his children, and (iii) 35,220 shares of Common Stock held by the Evan M. Levine Roth IRA), which constitutes 16.2% of the outstanding shares of Common Stock. Mr. Levine has the sole power to vote and dispose of such shares.

(b)As to the shares of Common Stock beneficially owned by Mark Capital, the number of shares as to which Mark Capital has:

(i) Sole power to vote or to direct the vote: 3,938,009

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 3,938,009

(iv) Shared power to dispose or to direct the disposition of: 0

As to the shares of Common Stock beneficially owned by Mr. Levine, the number of shares as to which Mr. Levine has:

(i) Sole power to vote or to direct the vote: 4,963,229

(ii) Shared power to vote or to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of: 4,963,229

(iv) Shared power to dispose or to direct the disposition of: 0

(c)In the past 60 days neither Mark Capital nor Mr. Levine has effected any transactions involving Common Stock.

(d) Not applicable.

(e) Not applicable.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Each of Mark Capital and Mr. Levine (in his capacity as a custodian for his children) are parties to (a) a Stock and Warrant Purchase Agreement, dated as of October 29, 2004 (the “Goldman Purchase Agreement”), by and among the Issuer, Goldman, and the investors named therein, including Mark Capital, Mr. Levine (in his capacity as a custodian for his children) (the “Investors”), (b) a Co-Sale Rights Agreement, dated as of October 29, 2004 (the “Co-Sale Agreement”), by and among the Issuer, Goldman, and the Investors, and (c) an Investors Rights Agreement, dated as of October 29, 2004 (the “IRA”), by and among the Issuer and the Investors. Pursuant to the Goldman Purchase Agreement, Mark Capital and Mr. Levine (in his capacity as a custodian for his children) acquired the shares of Series A Stock and warrants to purchase Series A Stock described in Item 3. Pursuant to the Co-Sale Agreement, Goldman has co-sale rights in connection with certain sales of securities by Mark Capital and Mr. Levine (in his capacity as a custodian for his children) of shares of Common Stock into which shares of Series A Stock have been converted. Pursuant to the IRA, Mark Capital and Mr. Levine (in his capacity as a custodian for his children) have certain rights of first offer in connection with issuances of securities by the Issuer. Furthermore, pursuant to the IRA, the Investors have the right to nominate two persons to the Issuer’s board of directors for so long as the Investors collectively hold at least 4,000,000 shares of Common Stock (on a fully-diluted basis) and the right to nominate one person to the Issuer’s board of directors for so long as the Investors collectively hold less than 4,000,000 shares of Common Stock (on a fully-diluted basis) but at least 2,000,000 shares of Common Stock (on a fully-diluted basis).

In connection with the purchase of the Warrants from Goldman in October 2004, the Issuer issued to Mark Capital two Warrants to Purchase Shares of Series A Convertible Preferred Stock (Nos. 04P-1 and 04P-2) (the “Warrant Agreements”) upon transfer of the Warrants from Goldman to Mark Capital. The Warrant Agreements govern the terms and conditions upon which Mark Capital may exercise or transfer the Warrants.

Each of Mark Capital and Mr. Levine (in his capacity as a custodian for his children) entered into a Stock Purchase Agreement, effective November 16, 2004, with the Issuer pursuant to which Mark Capital

purchased 300,000 shares of Common Stock and Mr. Levine (in his capacity as a custodian for his children) purchased 240,000 shares of Common Stock from the Issuer.

Mark Capital entered into a Common Stock Purchase Agreement, effective July 8, 2005, by and among Doug McKay, Mark Capital and the other buyers party thereto, pursuant to which Mark Capital purchased 150,000 shares of Common Stock from Mr. McKay. Immediately following the purchase, Mark Capital gifted to an individual 10,000 of the 150,000 shares of Common Stock purchased.

Except as disclosed in the preceding paragraph, neither Mark Capital nor Mr. Levine has entered into any

contract, arrangement or understanding with or among either of them and any other person with respect to the securities of the Issuer.

Item 7. Material to be Files as Exhibits.

Exhibit 7.1 Joint Filing Agreement, dated as of March 28, 2006, between Evan Levine and Mark Capital, LLC.

Exhibit 7.2 Stock and Warrant Purchase Agreement, dated as of October 29, 2004, among the Issuer, Goldman and the Investors.

Exhibit 7.3 Warrant to Purchase Shares of Series A Convertible Preferred Stock (No. 04P-1), issued as of October 29, 2004, by the Issuer to Mark Capital.

Exhibit 7.4 Warrant to Purchase Shares of Series A Convertible Preferred Stock (No. 04P-2), issued as of October 29, 2004, by the Issuer to Mark Capital.

Exhibit 7.5 Co-Sale Rights Agreement, dated as of October 29, 2004, among the Issuer, Goldman and the Investors.

Exhibit 7.6 Investor Rights Agreement, dated as of October 29, 2004, among the Issuer and the Investors.

Exhibit 7.7 Stock Purchase Agreement, effective as of November 16, 2004, between the Issuer and Mark Capital.

Exhibit 7.8 Stock Purchase Agreement, effective as of November 16, 2004, between the Issuer and Evan Levine, as custodian for Alexander Levine.

Exhibit 7.9 Stock Purchase Agreement, effective as of November 16, 2004, between the Issuer and Evan Levine, as custodian for Nathaniel Levine.

Exhibit 7.10 Common Stock Purchase Agreement, effective as of July 8, 2005, among Doug McKay, Mark Capital and the other buyers party thereto.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 28, 2006

/s/ Evan Levine              

Evan Levine, Individually

MARK CAPITAL, LLC

By:/s/ Evan Levine          

Evan Levine, its managing member

EX-99.7(1)

Exhibit 7.1

JOINT FILING AGREEMENT

This Joint Filing Agreement, dated as of March 28, 2006, is by and between Evan Levine, an individual, and Mark Capital, LLC, a Delaware limited liability company (together, the “Joint Filers”).

Each of the Joint Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D with respect to shares of common stock, par value $0.01 per share, of QuantRx Biomedical Corporation, a Nevada corporation formerly known as A-Fem Medical Corporation, beneficially owned by them from time to time.

Pursuant to Rule 13(d)(1) promulgated under the Securities Exchange Act of 1934, as amended, the parties hereby agree to file a single statement on Schedule 13D (and any amendments thereto) on behalf of each of the parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by either of the Joint Filers upon one week’s prior written notice or such lesser period of notice as the Joint Filers may mutually agree.

Executed and delivered as of the date first above written.

/s/ Evan Levine                                        

Evan Levine, individually

MARK CAPITAL, LLC

By:	/s/ Evan Levine
	Evan Levine, its managing member

EX-99.7(2)

Exhibit 7.2

STOCK AND WARRANT PURCHASE AGREEMENT

Among:	The persons listed in Exhibit A	Each a “Buyer” and collectively the “Buyers”
And:	Goldman, Sachs & Co., a New York limited partnership	“Seller”
And:	A-Fem Medical Corporation, a Nevada corporation	“Company”
Dated:	October 29, 2004 (the “Agreement Date”)

Background

This Stock and Warrant Purchase Agreement (this “Agreement”) sets forth the terms under which Buyers will purchase Seller’s entire equity interest in Company and related transactions will be documented and consummated.

Agreement

1.Purchase, Sale and Assignment. Buyers severally and not jointly hereby purchase and Seller hereby sells 7,492,135 shares (the “Shares”) of Series A Preferred Stock of Company (the “Series A Stock”) and Sherbrooke Partners, LLC, a Delaware limited liability company (“Sherbrooke”), Mark Capital, LLC, a Delaware limited liability company (“Mark Capital”), and CGA Resources Inc., LLC (“CGA”) severally and not jointly hereby purchase and Seller hereby sells warrants to purchase an aggregate of 1,204,012 shares of Series A Stock (the “Warrants”). The Shares and the Warrants are collectively referred to herein as the “Securities”. The number of Securities purchased by each Buyer is set forth in Exhibit A opposite such Buyer’s name. The purchase and sale of the Securities is a sale of Seller’s entire equity interest in Company which interest was acquired by Seller pursuant to the Assignment (as defined in Section 6.5). Goldman hereby assigns to Buyers all of Goldman’s rights under the Amended and Restated Registration Rights Agreement (the “Registration Agreement”), dated September 21, 2000, originally entered into between Company and Capital Consultants LLC (“CCL”) as a Holder (as that term is define in the Registration Agreement) and Buyers hereby assume all of Goldman’s obligations under the Registration Agreement.

2.Purchase Price. The aggregate purchase price for the Securities is $200,000 (the “Purchase Price”). The allocation of the Purchase Price among Buyers is set forth in Exhibit A. The closing of the purchase and sale of the Securities (the “Closing”) will occur contemporaneously with the execution of this Agreement. At the Closing, each Buyer will deliver to Seller the amount of the Purchase Price set forth opposite such Buyer’s name on Exhibit A by wire transfer to an account designated by Seller or cashier’s check payable to Seller, and Seller will deliver to Company, with a copy to Buyers, each certificate representing the Shares accompanied by duly completed and executed assignments separate from certificate transferring the Shares to Buyers in the allocations set forth on Exhibit A and the Warrants

accompanied by duly completed and executed assignments transferring the Warrants to Sherbrooke, Mark Capital and CGA in the allocations set forth on Exhibit A. Company shall, as promptly as practicable after the Closing, and in any event not more than five business days after the Closing, issue and deliver to each Buyer a stock certificate representing the number of Shares and issued and deliver to Sherbrooke, Mark Capital and CGA an instrument representing the number of Warrants purchased pursuant to this Agreement.

3.Company Covenants, Acknowledgements and Consents. Company desires that Buyers acquire the Shares and that Sherbrooke, Mark Capital and CGA acquire the Warrants pursuant to this Agreement and believes that Company will benefit from the transactions to be consummated pursuant to this Agreement (the “Transactions”). The parties acknowledge that Company’s willingness to provide the covenants, acknowledgements and consents set forth in this Agreement is a material condition precedent to Seller’s willingness to sell the Securities to Buyers and Buyers’ willingness to purchase the Securities from Seller.

3.1 Kicker Payments.

3.1.1Company agrees that if at any time between the Agreement Date and October 29, 2011 Company (or any successor entity by merger or operation of law) receives any amounts (each such amount a “Gross Recovery”) in settlement of or satisfaction of any judgment with respect to (each such settlement or judgment a “Settlement”) claims that third parties have infringed or otherwise violated (“Infringement Claims”) issued or pending patents which Company owns on the Agreement Date (each a “Subject Patent”), regardless of whether such Gross Recovery is derived from litigation, arbitration, settlement, negotiation or the issuance of licenses or other permissions, Company will pay Seller with respect to each Gross Recovery (each such amount a “Kicker”) an amount equal to 20% of the difference between (a) the amount of such Gross Recovery minus (b) the amount of all fees, costs and expenses incurred by Company in connection with such Gross Recovery, including all attorneys’ fees (such difference, the “Net Recovery”). Notwithstanding anything to the contrary, the term “Gross Recovery” shall not be deemed to include any amounts that Company may receive in connection, contemporaneously or proximally, with any Settlement to the extent that such amounts are attributable to, arise out of or in settlement or satisfaction of any claims other than Infringement Claims with respect to any of the Subject Patents. Company will pay each Kicker to Seller within 90 days after actual receipt of the Net Recovery.

3.1.2If Company shall sell and assign any Subject Patent (each, a “Transferred Subject Patent”) to a third party in a bona fide transaction (a “Subject Patent Sale”) and, at the time of the closing of such Subject Patent Sale, Company has knowledge that Infringement Claims exist with respect to such Transferred Subject Patent, then Company shall treat that portion of the consideration received in the Subject Patent Sale that is attributable to the value of the Settlement of all Infringement Claims with respect to such Transferred Subject Patent as if such amount were a Gross Recovery and pay Seller a Kicker with respect thereto within 90 days after the closing of the Subject Patent Sale and neither Company nor any assignee of such Transferred Subject Patent shall thereafter be liable to Seller for any Kicker or other payment with respect to

any Settlement of any Infringement Claim with respect to such Transferred Subject Patent. Notwithstanding anything to the contrary in this Agreement, if Company shall sell and assign any Transferred Subject Patent in a Subject Patent Sale and, at the time of the closing of such Subject Patent Sale, Company had no knowledge of any Infringement Claim with respect to such Transferred Subject Patent, then no Kicker will be due with respect to such Subject Patent Sale nor with respect to any Settlement of any Infringement Claim with respect to such Transferred Subject Patent subsequent to the closing of such Subject Patent Sale.

3.1.3On or prior to the 45^th day following each of the first seven anniversaries of the Agreement Date, the Company shall deliver to Seller a certificate (each, a “Certificate Regarding Subject Patents”) in the form of Exhibit B setting forth (i) whether or not during the year ended on the last anniversary of the Agreement Date (each a “Certificate Year”) the Company has asserted any Infringement Claims against any third parties with respect to any Subject Patents; (ii) whether or not during such Certificate Year the Company has entered into or become subject to any Settlement with respect to any Infringement Claims asserted against any third parties with respect to any Subject Patents; and (iii) whether or not during such Certificate Year Company has sold or assigned any Transferred Subject Patents in a Subject Patent Sale and whether or not at the time of the closing of each such Subject Patent Sale Company has any knowledge of any Infringement Claims with respect to such Transferred Subject Patents.

3.1.4A true, correct and complete list of the Subject Patents is attached hereto as Schedule 3.1. Nothing in this Section 3.1 shall be construed to obligate Company to pursue or settle any Infringement Claims.

3.2Warrant. Company will issue to Seller a warrant, in the form of Exhibit C, to purchase 956,873 shares of Common Stock of Company (“Common Stock”) at a cash purchase price of $0.50 per share (the “New Warrant”).

3.3Investor Rights Agreement. Company will grant to Buyers certain rights of first offer and director designation rights in accordance with the terms of an Investor Rights Agreement in the form of Exhibit D (the “Investor Rights Agreement”). The rights of first offer set forth in the Investor Rights Agreement shall not be triggered by the offer or issuance described in Schedule 5.9.

3.4Co-Sale Rights Agreement. Buyers will grant to Seller certain rights of co-sale with respect to transfers of shares of Common Stock pursuant to the terms of a Co-Sale Rights Agreement in the form of Exhibit E (the “Co-Sale Agreement”).

3.5Acknowledgements and Consents. Company hereby acknowledges and consents to the purchase and sale of the Securities pursuant to this Agreement, the Assignment and the Overbid Contract (as defined in Section 6.5), and irrevocably waives compliance with any applicable rights of refusal, options or approval requirements with respect thereto. Company hereby further acknowledges and consents to the assignment of the Registration Agreement from CCL to PNW, LLC (“PNW”), from PNW to Goldman and from Goldman to Buyers. Company does not hereby waive any right to consent to or deny any future sale or assignment.

4.Representations and Warranties of Buyers. Each Buyer severally and not jointly, and only as to itself, represents and warrants to Seller and to Company as of the Agreement Date as follows:

4.1Organization and Good Standing; Residence. If Buyer is an entity, Buyer is duly formed and validly existing under the laws of the State of its formation. Each Buyer is a resident of, or is headquartered with its principal office in, the state designated opposite its name in the “State” column of Exhibit A.

4.2Authority. This Agreement constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. If Buyer is an entity, Buyer has full corporate, limited liability company or partnership, as applicable, power, authority, and capacity to execute and deliver this Agreement and to perform its obligations hereunder.

4.3No Conflict. Neither the execution and delivery by Buyer of this Agreement nor the performance of Buyer’s obligations hereunder will, directly or indirectly (with or without notice, lapse of time, or both): (a) if Buyer is an entity, violate any provision of Buyer’s organizational documents or any resolution adopted by the board of directors, managers, partners, members or shareholders of Buyer; (b) violate any legal requirement to which Buyer is subject; or (c) violate or breach any provision, or give any person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which Buyer or any of its assets is subject.

4.4 Investment Representations.

4.4.1Buyer has been and is solely responsible for its own due diligence investigation and evaluation of the value of the Securities and Company’s business, products, financial condition, viability and prospects.

4.4.2Buyer is able to (a) hold the Securities for an indefinite period of time, (b) bear the economic risk of the purchase of the Securities, and (c) withstand a complete loss of the value of the Securities.

4.4.3Buyer has obtained, to the extent Buyer deems necessary, its own personal, professional advice with respect to assessing the suitability of purchasing the Securities pursuant to this Agreement. Buyer believes that it has, either alone or with the assistance of its investment and other professional advisors, such knowledge and experience in financial, securities and business matters, that Buyer is capable of making an informed investment decision with respect to the Transactions. Buyer believes that the purchase of the Securities is suitable for Buyer based upon Buyer’s investment objectives and financial needs, and Buyer has adequate means for providing for Buyer’s current

financial needs and personal contingencies and has no current need for liquidity in its investment in the Securities.

4.4.4Buyer is an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “1933 Act”).

4.4.5Buyer is purchasing Securities for Buyer’s own account and for investment purposes only. Buyer has no present plan or agreement to distribute, transfer, assign, sell or subdivide the Securities.

4.4.6Buyer is aware that the Securities have not been registered with the Securities and Exchange Commission under the 1933 Act or any state securities laws on the ground that no public offering is involved, which conclusion is based in part upon Buyer’s representations. Buyer further understands and agrees that the Securities may not be offered, sold, transferred or pledged to any person in the absence of registration under the 1933 Act or an opinion of counsel satisfactory to Company that such registration is not required, except for offers, sales, transfers or pledges made in compliance with Rule 144 promulgated under the 1933 Act.

4.4.7Buyer confirms that neither Seller nor any of its affiliates or agents have made any representations or warranties concerning the Securities or Company other than as specifically set forth in this Agreement. With respect to Buyer’s purchase of Securities, Buyer is not relying on any representations provided by Seller or any of its affiliates or agents other than as specifically set forth in this Agreement.

4.4.8Buyer acknowledges that Company has not filed any reports required by the 1934 Act since approximately May 2002. Buyer is not relying on any representations provided by Company or any of its affiliates or agents other than those expressly set forth in this Agreement.

4.5No Brokers. Buyer has not engaged and is not liable to any broker or finder in connection with the Transactions. Buyer shall protect, defend, indemnify, and hold Seller and Company harmless for, from and against any and all claims, liabilities or demands with respect to Buyer’s breach of this Section 4.5.

4.6Securities. Buyer is relying on Company to provide all information and representations concerning the outstanding capitalization of Company, including Company’s representations in Section 5.4. Buyer recognizes that Seller’s only representations concerning the Securities are those in Sections 6.4, 6.5 and 6.6.

5.Representations and Warranties of Company. Company represents and warrants to and for the benefit of Buyers as follows; provided that each representation and warranty is qualified by any exceptions set forth in the Schedules delivered to Buyer concurrently herewith; provided that a particular representation shall be deemed to be qualified by a particular item of disclosure only if, and to the extent that, the disclosure is set forth in the schedule having the number corresponding to the Section containing the representation or warranty being qualified:

5.1Organization and Good Standing. Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and has full power and authority under applicable corporate law to own, lease and operate its properties and to carry on its business. Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to be so qualified would not have a material adverse effect on Company, its business or its condition (financial or other) or materially impair the right or ability of Company to carry on its business (a “Material Adverse Effect”).

5.2Authority. Each of this Agreement, the New Warrant and the Investor Rights Agreement (each a “Transaction Agreement”) constitutes the legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. Company has full corporate power, authority, and capacity to execute and deliver each Transaction Agreement and to perform its obligations thereunder.

5.3No Conflict. Neither the execution and delivery by Company of the Transaction Agreements nor the performance of any of Company’s obligations thereunder, will, directly or indirectly (with or without notice, lapse of time, or both): (a) violate any provision of Company’s organizational documents or any resolution adopted by the Board of Directors of Company (the “Board”) or the shareholders of Company (the “Shareholders”); (b) violate any legal requirement to which Company is subject; (c) violate or breach any provision of, or give any person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which Company or any of its assets is subject; or (d) result in the imposition or creation of any lien upon or with respect to any of Company’s assets.

5.4Securities. The list of Warrants and stock certificates representing the Shares set forth in Schedule 6.4 as being owned by Seller is consistent with Company’s shareholder records and stock ledgers. To Company’s actual knowledge, other than the Securities, Seller owns no shares of capital stock of Company or any Stock Rights. To Company’s actual knowledge, there are not outstanding any options, warrants, subscriptions, rights (including conversion or preemptive rights or first refusal rights) or agreements for the purchase or acquisition from Buyer of the Securities, except for this Agreement. Except as contemplated by this Agreement, Company is not a party or subject to any agreement or understanding and, to Company’s actual knowledge, there is no agreement or understanding between any persons or entities, which affects or relates to the voting or giving of written consents with respect to the Securities. The Securities were validly issued, were fully paid for and are non-assessable.

5.5 Capitalization.

5.5.1The authorized, issued and outstanding capital stock of Company is as set forth on Schedule 5.5.1. There is no capital stock of Company outstanding

except as set forth in Schedule 5.5.1. No action has been taken by Company, the Board or the Shareholders to authorize or issue any other capital stock. All issued and outstanding shares of capital stock of Company have been duly authorized and validly issued, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the 1933 Act, and any relevant state securities laws, or pursuant to valid exemptions therefrom.

5.5.2Schedule 5.5.2 contains a list of all outstanding (i) subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any shares of the capital stock or other securities of Company; (ii) outstanding securities, instruments or obligations that are or may become convertible into or exchangeable or exercisable for any shares of the capital stock or other securities of Company; and (iii) contracts pursuant to which Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other securities (each, a “Stock Right”).

5.5.3Company has no obligation, contingent or otherwise, to purchase, redeem or otherwise acquire any capital stock, Stock Right or other security or to pay any dividend or make any distribution in respect thereof.

5.5.4There are no outstanding stock appreciation, phantom stock or similar rights with respect to Company.

5.6Financial Statements. Company has delivered to each Buyer its balance sheet as of August 6, 2004 (the “Balance Sheet”). The Balance Sheet fairly presents the consolidated financial condition of Company as of August 4, 2004. Except as set forth in the Balance Sheet or referenced in this Agreement, Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to August 4, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business which, in both cases, individually or in the aggregate, are not material to the financial condition of Company.

5.7Patents, Trademarks, Copyrights. To the best of its knowledge, Company has sufficient title and ownership of or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, processes, formulae, trade secrets, customer lists, information, proprietary rights and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as currently conducted, and no claim is pending or, to Company’s knowledge, threatened to the effect that the operations of Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and to Company’s knowledge there is no basis for any such claim (whether or not pending or threatened). Other than as set forth on Schedule 5.7, Company is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of any patent, trademark, trade name, copyright, trade secret or other intangible asset, with respect to the use thereof or in connection with the conduct of its business, or otherwise. Except as set forth on the Schedule 5.7, Company has not granted to any third party any option, license or other right of any kind to its Intellectual Property. Company has not received any communications alleging that it has violated or, by

conducting its business as proposed, would violate any Intellectual Property rights of any other person or entity. Company is not aware of any violation or infringement by a third party of any of its Intellectual Property. Each patent and patent application owned by Company is set forth on Schedule 3.1.

5.8Litigation, Etc.  Except as set forth on Schedule 5.8, there is no action, suit, proceeding or investigation pending or, to Company’s knowledge, threatened, against Company or, to its knowledge, its officers, directors, employees or stockholders, as such, including any which questions the validity of this Agreement, the Investor Rights Agreement or the New Warrant, or the right of Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which might cause, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes to Company’s knowledge, actions pending or threatened involving the prior employment of any of Company’s employees or consultants, their use in connection with Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. Company is not a party to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by Company currently pending or which Company intends to initiate. Company is not in default with respect to any order, writ, injunction or decree known to or served upon Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

5.9Brokers. Company has not agreed or become obligated to pay, or has taken any action that might result in any person or entity claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with the Transactions, except as disclosed in Schedule 5.9.

6.Representations and Warranties of Seller. Seller represents and warrants to each Buyer and Company as follows:

6.1Organization and Good Standing. Seller is duly formed and validly existing under the laws of the State of New York.

6.2Authority. Each Transaction Agreement constitutes the legal, valid, and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. Seller has full power, authority, and capacity to execute and deliver each Transaction Agreement and to perform its obligations thereunder.

6.3No Conflict. Neither the execution and delivery by Seller of the Transaction Agreements nor the performance of Seller’s obligations thereunder will, directly or indirectly (with or without notice, lapse of time, or both): (a) violate any provision of Seller’s organizational documents or any resolution adopted by the its partners; (b) violate any legal requirement to which Company is subject; (c) violate or breach any provision of, or give any person the right to declare a material default or exercise any material remedy under, or to

accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which Company or any of its assets is subject; or (d) result in the imposition or creation of any lien upon or with respect to any of Seller’s assets.

6.4Ownership of Securities. The Shares are represented by the certificates listed on Schedule 6.4 and the Warrants are represented by the warrants listed on Schedule 6.4. Seller owns and has good and marketable title to the Securities free and clear of all liens, claims, restrictions on transfer, pledges, security interests or other encumbrances. The foregoing representation and warranty is based on (a) the assumption that the Securities were acquired by PNW free and clear of any liens, claims, restrictions on transfer, pledges, security interests or other encumbrances (collectively “Liens”) pursuant to the Overbid Contract, and (b) the fact that (i) neither PNW nor Seller has placed any Liens or allowed any person or entity to place any Liens on the Securities since PNW acquired the Securities pursuant to the Overbid Contract and (ii) Seller has no knowledge of any Liens on the Securities. Seller is not a party or subject to any agreement or understanding which affects or relates to the voting, transfer or giving of written consents with respect to the Securities.

6.5Acquisition of Securities. PNW, a Delaware limited liability company and an indirect wholly-owned subsidiary of Goldman Sachs Group, Inc., a Delaware corporation of which Seller is a subsidiary, acquired the Securities from Thomas F. Lennon, Receiver of Capital Consultants, LLC, an Oregon limited liability company in the cases of Securities and Exchange Commission v. Capital Consultants, LLC, et al. (Case No. 00-1290-KI) and Elaine L. Chow, Secretary of Department of Labor v. Capital Consultants, LLC, et al. (Case No. 00-1291-KI) (the “Receiver”) as assignee of MTGLQ Investors, LP’s right to purchase the Securities pursuant to the Overbid Purchase Contract, dated January 24, 2002 (the “Overbid Contract”), between MTGLQ Investors, LP and the Receiver, which Overbid Contract was approved by U.S. District Court Judge King on January 24, 2002. Seller purchased the Securities from PNW in consideration of $1.00 pursuant to the Assignment, dated February 6, 2002, by PNW to Seller (the “Assignment”).

6.6No Adverse Claims. Upon Buyers’ acquiring possession of the Securities and paying the purchase price therefor pursuant to this Agreement, each Buyer (assuming that such Buyer does not have notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code, to the Securities acquired by such Buyer) will acquire good and marketable title to the Securities purchased by Buyer pursuant to this Agreement and will acquire such Securities (including all rights that Seller had or has the power to transfer in such Securities) free and clear of any adverse claim within the meaning of Section 8-102 of the Uniform Commercial Code. The foregoing representation and warranty is based on (a) the assumption that the Securities were acquired by PNW free and clear of any adverse claim within the meaning of Section 8-102 of the Uniform Commercial Code pursuant to the Overbid Contract and (b) the fact that Seller has no notice of any adverse claim within the meaning of Section 8-105 of the Uniform Commercial Code.

6.7No Obligations to Seller. Other than the Company’s obligations and covenants to Seller pursuant to the New Warrant, the Co-Sale Agreement and this Agreement, Company is not indebted or otherwise liable to or obligated to perform any covenant for the benefit of Seller or any of its affiliates pursuant to any agreement, oral or written, or otherwise,

regardless of whether or not such indebtedness, liability or obligation unmatured, unaccrued, unasserted, contingent, indirect, conditional, due or implied.

6.8Due Diligence. Seller has been and is solely responsible for its own due diligence investigation and evaluation of the value of the Securities and Company’s business, products, financial condition, viability and prospects.

6.9No Other Representations and Warranties. Seller confirms that neither Seller nor any of its affiliates or agents have made any representations or warranties concerning the Securities or Company other than as specifically set forth in this Agreement. With respect to Buyer’s purchase of Securities, Seller is not relying on any representations provided by Buyer or any of its affiliates or agents other than Buyer’s representations and warranties in this Agreement.

6.10No Brokers. Seller has not engaged and is not liable to any broker or finder in connection with this Agreement and the transactions contemplated hereby. Seller shall protect, defend, indemnify, and hold Buyers and Company harmless for, from and against any and all claims, liabilities or demands with respect to any commissions, fees or other compensation asserted as a result of Seller’s actions in connection with this Agreement.

7. General Provisions.

7.1Further Assurances. Each party shall execute or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing any of the Transactions.

7.2Binding Effect. This Agreement and the transactions and other agreements contemplated hereby will be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, administrators, successors, and permitted assigns.

7.3Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon.

7.4Entire Agreement. The Transaction Agreements contain the entire agreement with respect to the transactions contemplated by this Agreement and supersede all prior and contemporaneous agreements between or among the parties with respect to such transactions.

7.5Amendment. This Agreement may not be modified or amended except by the written agreement of the party against whom enforcement is sought.

7.6Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each term or provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

7.7Waiver. Failure of any party at any time to require performance of any provision of this Agreement will not limit such party’s right to enforce such provision, nor will any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

7.8Attorneys’ Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted to enforce or interpret any provision of this Agreement or in connection with any dispute hereunder, the prevailing party will be entitled to recover such amount as the court may adjudge reasonable as attorneys’ fees and all other fees, costs, and expenses of litigation at trial or any appeal or review, in addition to all other amounts provided by law.

7.9Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party who requests it.

7.10Further Assurances. From time to time, upon request of either party, the other party will execute, acknowledge, and deliver such documents and undertake such actions as may be reasonably requested in order to fulfill the transactions contemplated by this Agreement.

7.11Independent Nature of Buyers’ Obligations and Rights.The obligations of each Buyer under the Transaction Agreements are several and not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations of any other Buyer under any such agreement. Nothing contained in any Transaction Agreement, and no action taken by any Buyer pursuant thereto, shall be deemed to constitute the Buyers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Buyers are in any way acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to the Transaction Agreements. Each Buyer shall be entitled to independently protect and enforce its rights, including the rights arising out of the Transaction Agreements, and it shall not be necessary for any other Buyer to be joined as an additional party in any proceeding for such purpose. Each Buyer represents that it has been represented by its own separate legal counsel in its review and negotiation of the Transaction Agreements. For reasons of administrative convenience only, Buyers acknowledge and agree that they and their respective counsel have chosen to communicate with Seller, Company and their respective counsel through Bingham McCutchen LLP (“Bingham”), but neither Bingham nor Seller’s or Company’s counsel represent any of Buyers in this transaction, except that Bingham represents Sherbrooke and Mark Capital.

7.12Independent Nature of Company and Seller Obligations and Rights. The obligations of Company and Seller under the Transaction Agreements are several and not joint, and neither shall be responsible in any way for the performance of the obligations of the other under any such agreement. Seller shall not be liable to Buyers for any breach of a representation, warranty or covenant of Company under any of the Transaction Agreements.

7.13 Construction.

7.13.1For purposes of this Agreement, whenever the context requires: the singular number shall include the plural and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

7.13.2The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

7.13.3Except as otherwise indicated, all references in this Agreement to “Sections,” “Schedules” and “Exhibits” are intended to refer to Sections of, Schedules to and Exhibits to this Agreement.

7.14Waiver of Protective Provision. Seller and Buyer consent to Company’s actions pursuant to this Agreement notwithstanding the provisions of Section 4.3.4.2 of Company’s Amended and Restated Articles of Incorporation. In addition, Seller and Buyer consent to the issuance by Company of the warrants described in Schedule 5.9.

7.15Waiver of Filing Requirement. Seller and Buyer irrevocably waive and release Company from its obligations under Section 7 of the Registration Agreement for the period April 1, 2002 through the Agreement Date.

7.16Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid to the address set forth below, or to such other address as such party shall have specified in a written notice given to the other parties hereto:

(a) if to a Buyer, to such Buyer’s address on file with the Company,

(b) if to the Company:

A-Fem Medical Corporation

P.O. Box 2900

Wilsonville, OR 97070

Attention: William Fleming

(c) if to Seller:

Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004

Attention: Lance West, Managing Director

with a copy to:

Obsidian Finance Group, LLC

PO Box 3510

12 River Road

Sunriver, OR 97707

Attention: Kevin D. Padrick

[Balance of page intentionally left blank. Signature page follows.]

The parties have executed this Stock and Warrant Purchase Agreement as of the date first above written.

A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming     Name: William H. Fleming     Its: Secretary	GOLDMAN, SACHS & CO. By: /s/ Illegible           Name: Its:
SHERBROOKE PARTNERS, LLC By: /s/ Matthew Balk       Matthew Balk, Managing Member	MARK CAPITAL, LLC By: /s/ Evan Levine   Evan Levine, Managing Member
/s/ Matthew Balk       MATTHEW BALK CUST FOR DAVID BALK	/s/ Matthew Balk       MATTHEW BALK CUST FOR DANIEL BALK
/s/ Evan Levine   EVAN LEVINE CUST FOR NATHANIEL LEVINE	/s/ Evan Levine   EVAN LEVINECUST FOR ALEXANDER LEVINE
/s/ Richard Melnick   Richard Melnick	/s/ Joan Robbins         Joan Robbins
/s/ Jonathan Balk       Jonathan Balk	/s/ Eric Singer     Eric Singer
/s/ Evan Levine   Evan Levine FBO Julia Selenko	/s/ Evan Levine   Evan Levine FBO Max Selenko
/s/ Evan Levine   Evan Levine FBO KeiraMezei	/s/ Evan Levine   Evan Levine FBOReece Mezei
David and Marilyn Balk JTWROS /s/ David Balk     David Balk /s/ Marilyn Balk         Marilyn Balk	Robert J. & Sandra S. Neborsky JTWROS /s/ Robert J. Neborsky     Robert J. Neborsky /s/ Sandra S. Neborsky     Sandra S. Neborsky
/s/ Craig Pierson       Craig Pierson	/s/ Ethan Balk     Ethan Balk
/s/ Michael Kooper   Michael Kooper	/s/ Brian Corday         Brian Corday
CGA Resources, LLC By: /s/ Cass Gunther Adelman     Cass Gunther Adelman, Sole Member	/s/ Michael Lowe       Michael Lowe

Exhibit A

to

Stock and Warrant Purchase Agreement

List of Buyers

Buyer	State	Shares	Warrants	Allocation of Purchase Price
Mark Capital, LLC	CA	1,750,000	642,006	$46,715.64
Sherbrooke Partners, LLC	NY	1,750,000	462,006	$46,715.64
CGA Resources, LLC	NY	700,000	100,000	$18,686.26
Richard Melnick	CO	375,000	0	$10,010.50
Matthew Balk cust for Daniel Balk	NY	300,000	0	$8,008.40
Matthew Balk cust for David Balk	NY	300,000	0	$8,008.40
David and Marilyn Balk JTWROS	NY	275,000	0	$7,341.03
Jonathan Balk	NY	250,000	0	$6,673.67
Evan Levine cust for Nathaniel Levine	CA	250,000	0	$6,673.67
Evan Levine cust for Alexander Levine	CA	250,000	0	$6,673.67
Michael Lowe	NY	200,000	0	$5,338.93
Robert J. & Sandra S. Neborsky JTWROS	CA	200,000	0	$5,338.93
Brian Corday	GA	200,000	0	$5,338.93
Craig Pierson	FL	200,000	0	$5,338.93
Eric Singer	NY	192,135	0	$5,128.98
Joan Robbins	CA	100,000	0	$2,669.47
Ethan Balk	MA	100,000	0	$2,669.47
Evan Levine FBO Julia Selenko	CA	25,000	0	$667.37
Evan Levine FBO Max Selenko	CA	25,000	0	$667.37
Evan Levine FBO Keira Mezei	CA	25,000	0	$667.37
Evan Levine FBO Reece Mezei	CA	25,000	0	$667.37
Totals:		7,492,135	1,204,012	$200,000.00

EX-99.7(3)

Exhibit 7.3

NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON EXERCISE OF THIS WARRANT (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST IN THE SECURITIES MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE ISSUER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO SUCH ISSUER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) SUCH ISSUER OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

No. 04P-1 Issue Date: October 29, 2004

WARRANT TO PURCHASE SHARES OF

SERIES A CONVERTIBLE PREFERRED STOCK

This certifies that, for value received, MARK CAPITAL, LLC (the “Holder”) is entitled, subject to the terms set forth below, to purchase from A-Fem Medical Corporation, a Nevada corporation (the “Company”), up to 130,000 shares (as adjusted subject to the terms of Section 6) (the “Warrant Shares”) of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series A Stock”), at One Dollar and 92 Cents ($1.92) per share (as adjusted subject to the terms of Section 6) (the “Exercise Price”).

Section 1. Definitions.

As used in this Warrant, unless the context otherwise requires:

1.1.“Exercise Date” means any date when this Warrant is exercised in the manner indicated in Sections 2.1 and 2.2.

1.2. “Expiration Date” means 5:00 p.m. Pacific Time, August 31, 2008.

1.3.“Securities Act” means the Securities Act of 1933, as amended from time to time, and all rules and regulations promulgated thereunder, or any act, rules or regulations that replace the Securities Act or any such rules and regulations.

1.4.“Common Stock” means shares of the class designated as Common Stock, par value $.01 per share, of the Company.

Section 2.		Duration and Exercise of Warrant.
	2.1.	Exercise Period.

Subject to the provisions of Sections 2.4, 4 and 6 hereof, this Warrant may be exercised, in whole or in part, at any time prior to the Expiration Date. After the Expiration Date, this Warrant shall become void, and all rights to purchase Warrant Shares hereunder shall thereupon cease.

2.2. Method of Exercise.

This Warrant may be exercised by the Holder, in whole or in part, by (i) surrendering this Warrant to the Secretary of the Company, (ii) tendering to the Company payment in full by cash or by check acceptable to the Company of the Exercise Price for the Warrant Shares for which exercise is made and (iii) executing and delivering to the Secretary of the Company an Exercise Form, in the form attached to this Warrant.

Upon exercise, the Holder shall be deemed to be the holder of record of the Warrant Shares for which exercise is made, even though the transfer or registrar books of the Company may then be closed or certificates representing such Warrant Shares may not then be actually delivered to the Holder.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall round up or down the number of shares to the nearest whole share.

2.3. Certificates.

As soon as practicable after the exercise, at the Company’s expense, certificates for such Warrant Shares shall be delivered to the Holder and, unless this Warrant has expired, a warrant representing the number of Warrant Shares, if any, with respect to which this Warrant shall not have been exercised shall be issued to the Holder.

2.4. Securities Act Compliance.

Unless the transfer of the Warrant Shares shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Warrant Shares, the Company may require the Holder to deliver to the Company, in writing, representations regarding the Holder’s sophistication, investment intent, acquisition for Holder’s own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each Warrant and upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,

ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

2.5. Taxes.

The Company shall not be required to pay any tax that may be payable in respect of any transfer of this Warrant.

Section 3. Validity and Reservation of Warrant Shares.

The Company covenants that all shares of Warrant Shares issued upon exercise of this Warrant, pursuant to the terms and conditions herein, will be validly issued, fully paid, nonassessable and free of preemptive rights. The Company agrees that, as long as this Warrant may be exercised, the Company will reserve from its authorized and unissued Series A Stock a sufficient number of shares to provide for the issuance of the Series A Stock upon exercise of this Warrant (and shares of its Common Stock for issuance on conversion of such Series A Stock).

Section 4. Limited Rights of Warrant Holder.

The Holder shall not, solely by virtue of being the Holder of this Warrant and with respect only to the Warrant Shares, have any of the rights of a holder of Series A Stock of the Company, either at law or equity, until this Warrant shall have been exercised and the Holder shall be deemed to be the holder of record of Warrant Shares as provided in this Warrant, at which time the person or entity in whose name the certificate for Warrant Shares being purchased is to be issued shall be deemed the holder of record of such shares for all purposes.

Section 5. Loss of Warrant.

Upon receipt by the Company of reasonably satisfactory evidence of the loss, theft, destruction or mutilation of this Warrant and either (in the case of loss, theft or destruction) reasonable indemnification and a bond satisfactory to the Company if requested by the Company or (in the case of mutilation) the surrender of this Warrant for cancellation, the Company will execute and deliver to the Holder, without charge, a new Warrant of like tenor and amount.

Section 6. Adjustments.

The Exercise Price and the number of shares purchasable under this Warrant are subject to adjustment from time to time as follows:

6.1. Merger, Sale of Assets, etc.

If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be a reorganization (other than a combination, reclassification, exchange or subdivision of shares provided for herein), merger or consolidation of the Company with or into another corporation or entity, or the sale or transfer of all or substantially all of the Company’s properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation, transfer or sale, provision shall be made so that the Holder of this Warrant shall thereafter be entitled to immediately exercise this Warrant and to receive upon exercise of this Warrant, and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such reorganization, merger, consolidation, transfer or sale, to which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, merger, consolidation or sale, all subject to adjustment as provided herein.

6.2. Reclassification, etc.

If the Company, at any time while this Warrant or any portion hereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price thereof shall be appropriately adjusted, all subject to further adjustments as provided in this Section.

6.3. Split, Subdivision or Combination of Shares.

If the Company at any time while this Warrant, or any portion hereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

6.4. Adjustments for Dividends in Stock or Other Securities or Property.

If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or on or after the record date for the determination of eligible shareholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each such case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional

consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustment called for during such period by the provisions of this Section 6.

6.5. Certificate of Adjustments.

Upon the occurrence of each adjustment or readjustment pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder of this Warrant a certificate, signed by the Chairman of the Board, the President or the Chief Financial Officer, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any such Holder, furnish or cause to be furnished to such Holder a certificate setting forth: (A) such adjustments and readjustments, (B) the Exercise Price at the time in effect and (C) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

6.6. No Impairment.

The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

Section 7. Registration Rights.

Upon exercise of this Warrant, the Holder shall have and be entitled to exercise, together with all other holders of Registrable Securities possessing registration rights under that certain A-Fem Medical Corporation Amended and Restated Registration Rights Agreement, dated September 21, 2000, originally entered into between the Company and Capital Consultants LLC (the “Investors’ Rights Agreement”), the rights of registration granted under the Investors’ Rights Agreement to Registrable Securities (with respect to the shares of common stock issuable upon conversion of the Series A Stock issuable upon exercise of this Warrant). By its receipt of this Warrant, Holder agrees to be bound by the Investors’ Rights Agreement.

Section 8.		Miscellaneous.
	8.1.	Successors and Assigns.

All the covenants and provisions of this Warrant that are by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.

8.2. Notice.

Any notice or demand pursuant to this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three days following deposit with the United States Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified as provided below:

If to the Company:	A-Fem Medical Corporation P.O. Box 2900 Wilsonville, OR 97070
If to the Holder:	Mark Capital, LLC P.O. Box 8030 Rancho Santa Fe, CA 92067

Each party may specify a different address than set forth above by 10 days’ advance notice thereof given in the foregoing manner.

8.3. Applicable Law.

The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Oregon as applied to agreements among Oregon residents entered into and to be performed entirely within the State of Oregon.

8.4. Headings.

The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

8.5. Amendments; Waiver.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, aiver, discharge or termination is sought. No waivers of, or exceptions to any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

8.6. Re-Issue.

This Warrant is a re-issue of, and supercedes in its entirety, the Company’s Warrant No. 98P-1.

Dated: October 29, 2004 A-FEM MEDICAL CORPORATION /s/ William H. Fleming             Name: William H. Fleming Its:        Secretary

EXERCISE FORM

(To Be Executed by the Holder

to Exercise the Warrant in Whole or in Part)

To: A-FEM MEDICAL CORPORATION

I, the undersigned, hereby irrevocably elect to exercise the right of purchase represented by Warrant No. 04P-1 for, and to purchase thereunder, __________ shares of Series A Convertible Series A Stock for a purchase price of $1.92 per share, as provided for therein.

I hereby tender payment herewith to the order of A-FEM MEDICAL CORPORATION in the amount of $__________.

I request that certificates for such shares of Series A Convertible Series A Stock be issued and delivered as stated below, and, if said number of shares of Series A Convertible Series A Stock shall not be all the shares of Series A Convertible Series A Stock purchasable thereunder, that a new Warrant for the balance remaining of the shares of Series A Convertible Series A Stock purchasable under the within Warrant be registered and delivered to me, as stated below:

Signature:

Name:

Address:

Deliver to:

Address:

Note: Signature must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatsoever.

EX-99.7(4)

Exhibit 7.4

NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON EXERCISE OF THIS WARRANT (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST IN THE SECURITIES MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THE ISSUER RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THE SECURITIES SATISFACTORY TO SUCH ISSUER STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) SUCH ISSUER OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.

No. 04P-2 Issue Date: October 29, 2004

WARRANT TO PURCHASE SHARES OF

SERIES A CONVERTIBLE PREFERRED STOCK

This certifies that, for value received, MARK CAPITAL, LLC (the “Holder”) is entitled, subject to the terms set forth below, to purchase from A-Fem Medical Corporation, a Nevada corporation (the “Company”), up to 50,000 shares (as adjusted subject to the terms of Section 6) (the “Warrant Shares”) of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series A Stock”), at Four Dollars and 25 Cents ($4.25) per share (as adjusted subject to the terms of Section 6) (the “Exercise Price”).

Section 1. Definitions.

As used in this Warrant, unless the context otherwise requires:

1.1.“Exercise Date” means any date when this Warrant is exercised in the manner indicated in Sections 2.1 and 2.2.

1.2. “Expiration Date” means 5:00 p.m. Pacific Time, August 31, 2008.

1.3.“Securities Act” means the Securities Act of 1933, as amended from time to time, and all rules and regulations promulgated thereunder, or any act, rules or regulations that replace the Securities Act or any such rules and regulations.

1.4.“Common Stock” means shares of the class designated as Common Stock, par value $.01 per share, of the Company.

Section 2.		Duration and Exercise of Warrant.
	2.1.	Exercise Period.

Subject to the provisions of Sections 2.4, 4 and 6 hereof, this Warrant may be exercised, in whole or in part, at any time prior to the Expiration Date. After the Expiration Date, this Warrant shall become void, and all rights to purchase Warrant Shares hereunder shall thereupon cease.

2.2. Method of Exercise.

This Warrant may be exercised by the Holder, in whole or in part, by (i) surrendering this Warrant to the Secretary of the Company, (ii) tendering to the Company payment in full by cash or by check acceptable to the Company of the Exercise Price for the Warrant Shares for which exercise is made and (iii) executing and delivering to the Secretary of the Company an Exercise Form, in the form attached to this Warrant.

Upon exercise, the Holder shall be deemed to be the holder of record of the Warrant Shares for which exercise is made, even though the transfer or registrar books of the Company may then be closed or certificates representing such Warrant Shares may not then be actually delivered to the Holder.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of any fractional share to which the Holder would otherwise be entitled, the Company shall round up or down the number of shares to the nearest whole share.

2.3. Certificates.

As soon as practicable after the exercise, at the Company’s expense, certificates for such Warrant Shares shall be delivered to the Holder and, unless this Warrant has expired, a warrant representing the number of Warrant Shares, if any, with respect to which this Warrant shall not have been exercised shall be issued to the Holder.

2.4. Securities Act Compliance.

Unless the transfer of the Warrant Shares shall have been registered under the Securities Act, as a condition of the delivery of certificates for the Warrant Shares, the Company may require the Holder to deliver to the Company, in writing, representations regarding the Holder’s sophistication, investment intent, acquisition for Holder’s own account and such other matters as are reasonable and customary for purchasers of securities in an unregistered private offering. The Company may place conspicuously upon each Warrant and upon each certificate representing the Warrant Shares a legend substantially in the following form, the terms of which are agreed to by the Holder:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR APPLICABLE STATE LAW, AND NO INTEREST THEREIN MAY BE SOLD, DISTRIBUTED,

ASSIGNED, OFFERED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (i) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (ii) THIS CORPORATION RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THIS CORPORATION STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (iii) THIS CORPORATION OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION.”

2.5. Taxes.

The Company shall not be required to pay any tax that may be payable in respect of any transfer of this Warrant.

Section 3. Validity and Reservation of Warrant Shares.

The Company covenants that all shares of Warrant Shares issued upon exercise of this Warrant, pursuant to the terms and conditions herein, will be validly issued, fully paid, nonassessable and free of preemptive rights. The Company agrees that, as long as this Warrant may be exercised, the Company will reserve from its authorized and unissued Series A Stock a sufficient number of shares to provide for the issuance of the Series A Stock upon exercise of this Warrant (and shares of its Common Stock for issuance on conversion of such Series A Stock).

Section 4. Limited Rights of Warrant Holder.

The Holder shall not, solely by virtue of being the Holder of this Warrant and with respect only to the Warrant Shares, have any of the rights of a holder of Series A Stock of the Company, either at law or equity, until this Warrant shall have been exercised and the Holder shall be deemed to be the holder of record of Warrant Shares as provided in this Warrant, at which time the person or entity in whose name the certificate for Warrant Shares being purchased is to be issued shall be deemed the holder of record of such shares for all purposes.

Section 5. Loss of Warrant.

Upon receipt by the Company of reasonably satisfactory evidence of the loss, theft, destruction or mutilation of this Warrant and either (in the case of loss, theft or destruction) reasonable indemnification and a bond satisfactory to the Company if requested by the Company or (in the case of mutilation) the surrender of this Warrant for cancellation, the Company will execute and deliver to the Holder, without charge, a new Warrant of like tenor and amount.

Section 6. Adjustments.

The Exercise Price and the number of shares purchasable under this Warrant are subject to adjustment from time to time as follows:

6.1. Merger, Sale of Assets, etc.

If at any time while this Warrant, or any portion thereof, is outstanding and unexpired there shall be a reorganization (other than a combination, reclassification, exchange or subdivision of shares provided for herein), merger or consolidation of the Company with or into another corporation or entity, or the sale or transfer of all or substantially all of the Company’s properties and assets to any other person or entity, then, as a part of such reorganization, merger, consolidation, transfer or sale, provision shall be made so that the Holder of this Warrant shall thereafter be entitled to immediately exercise this Warrant and to receive upon exercise of this Warrant, and upon payment of the Exercise Price then in effect, the number of shares of stock or other securities or property of the Company, or of the successor corporation resulting from such reorganization, merger, consolidation, transfer or sale, to which a holder of the shares deliverable upon exercise of this Warrant would have been entitled to receive in such reorganization, merger, consolidation or sale, all subject to adjustment as provided herein.

6.2. Reclassification, etc.

If the Company, at any time while this Warrant or any portion hereof, remains outstanding and unexpired by reclassification of securities or otherwise, shall change any of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, this Warrant shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities that were subject to the purchase rights under this Warrant immediately prior to such reclassification or other change and the Exercise Price thereof shall be appropriately adjusted, all subject to further adjustments as provided in this Section.

6.3. Split, Subdivision or Combination of Shares.

If the Company at any time while this Warrant, or any portion hereof, remains outstanding and unexpired shall split, subdivide or combine the securities as to which purchase rights under this Warrant exist, into a different number of securities of the same class, the Exercise Price for such securities shall be proportionately decreased in the case of a split or subdivision or proportionately increased in the case of a combination.

6.4. Adjustments for Dividends in Stock or Other Securities or Property.

If while this Warrant, or any portion hereof, remains outstanding and unexpired, the holders of the securities as to which purchase rights under this Warrant exist at the time shall have received, or on or after the record date for the determination of eligible shareholders, shall have become entitled to receive, without payment therefore, other or additional stock or other securities or property (other than cash) of the Company by way of dividend, then and in each such case, this Warrant shall represent the right to acquire, in addition to the number of shares of the security receivable upon exercise of this Warrant, and without payment of any additional

consideration therefor, the amount of such other or additional stock or other securities or property (other than cash) of the Company that such holder would hold on the date of such exercise had it been the holder of record of the security receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustment called for during such period by the provisions of this Section 6.

6.5. Certificate of Adjustments.

Upon the occurrence of each adjustment or readjustment pursuant to this Section 6, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to the Holder of this Warrant a certificate, signed by the Chairman of the Board, the President or the Chief Financial Officer, setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any such Holder, furnish or cause to be furnished to such Holder a certificate setting forth: (A) such adjustments and readjustments, (B) the Exercise Price at the time in effect and (C) the number of shares and the amount, if any, of other property that at the time would be received upon the exercise of the Warrant.

6.6. No Impairment.

The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Section 6 and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of this Warrant against impairment.

Section 7. Registration Rights.

Upon exercise of this Warrant, the Holder shall have and be entitled to exercise, together with all other holders of Registrable Securities possessing registration rights under that certain A-Fem Medical Corporation Amended and Restated Registration Rights Agreement, dated September 21, 2000, originally entered into between the Company and Capital Consultants LLC (the “Investors’ Rights Agreement”), the rights of registration granted under the Investors’ Rights Agreement to Registrable Securities (with respect to the shares of common stock issuable upon conversion of the Series A Stock issuable upon exercise of this Warrant). By its receipt of this Warrant, Holder agrees to be bound by the Investors’ Rights Agreement.

Section 8.		Miscellaneous.
	8.1.	Successors and Assigns.

All the covenants and provisions of this Warrant that are by or for the benefit of the Company shall bind and inure to the benefit of its successors and assigns hereunder.

8.2. Notice.

Any notice or demand pursuant to this Warrant shall be given in writing and shall be deemed effectively given upon personal delivery to the party to be notified or three days following deposit with the United States Post Office, postage prepaid, registered or certified with return receipt requested and addressed to the party to be notified as provided below:

If to the Company:	A-Fem Medical Corporation P.O. Box 2900 Wilsonville, OR 97070
If to the Holder:	Mark Capital, LLC P.O. Box 8030 Rancho Santa Fe, CA 92067

Each party may specify a different address than set forth above by 10 days’ advance notice thereof given in the foregoing manner.

8.3. Applicable Law.

The validity, interpretation and performance of this Warrant shall be governed by the laws of the State of Oregon as applied to agreements among Oregon residents entered into and to be performed entirely within the State of Oregon.

8.4. Headings.

The Article headings herein are for convenience only and are not part of this Warrant and shall not affect the interpretation thereof.

8.5. Amendments; Waiver.

This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. No waivers of, or exceptions to any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.

8.6. Re-Issue.

This Warrant is a re-issue of, and supercedes in its entirety, the Company’s Warrant No. 98P-2.

Dated: October 29, 2004 A-FEM MEDICAL CORPORATION /s/ William H. Fleming             Name: William H. Fleming Its:        Secretary

EXERCISE FORM

(To Be Executed by the Holder

to Exercise the Warrant in Whole or in Part)

To: A-FEM MEDICAL CORPORATION

I, the undersigned, hereby irrevocably elect to exercise the right of purchase represented by Warrant No. 04P-2 for, and to purchase thereunder, __________ shares of Series A Convertible Series A Stock for a purchase price of $4.25 per share, as provided for therein.

I hereby tender payment herewith to the order of A-FEM MEDICAL CORPORATION in the amount of $__________.

I request that certificates for such shares of Series A Convertible Series A Stock be issued and delivered as stated below, and, if said number of shares of Series A Convertible Series A Stock shall not be all the shares of Series A Convertible Series A Stock purchasable thereunder, that a new Warrant for the balance remaining of the shares of Series A Convertible Series A Stock purchasable under the within Warrant be registered and delivered to me, as stated below:

Signature:

Name:

Address:

Deliver to:

Address:

Note: Signature must correspond with the name as written upon the face of the Warrant in every particular, without alteration or enlargement or any change whatsoever.

EX-99.7(5)

Exhibit 7.5

CO-SALE RIGHTS AGREEMENT

This Co-Sale Rights Agreement (this “Agreement”) is entered into as of October 29, 2004 (the “Agreement Date”), by and among A-Fem Medical Corporation, a Nevada corporation (the “Company”), Goldman, Sachs & Co., a New York limited partnership (“Goldman”), and each of the individuals and entities listed on Schedule A (each, an “Investor”).

BACKGROUND

A.The Company, Goldman and the Investors, have entered into a Stock and Warrant Purchase Agreement (the “Purchase Agreement”) of even date herewith pursuant to which Goldman desires to sell to the Investors and the Investors desire to purchase from Goldman the Shares (as such term is defined in the Purchase Agreement) and Warrants (as such term is defined in the Purchase Agreement).

B.A condition to the obligations under the Purchase Agreement is that the Company, Goldman and the Investors enter into this Agreement in order to provide Goldman with certain rights of co-sale with respect to sales of shares of Common Stock, par value $0.01 per share, of the Company (“Common Stock”).

AGREEMENT

In consideration of the mutual agreements contained in this Agreement, the parties agree as follows:

1. Co-Sale Rights.

1.1Notice of Proposed Transfer. At least five business days before an Investor (a “Selling Holder”) may sell or transfer any shares of Common Stock (the “Offered Shares”) into which shares of Series A Convertible Preferred Stock, par value $0.01 per share, of the Company (“Series A Stock”) have been converted (the “Subject Shares”), such Selling Holder shall deliver to Goldman and the Company a written notice (the “Transfer Notice”) stating: (i) the Selling Holder’s bona fide intention to sell or otherwise transfer Offered Shares; (ii) the name of each proposed purchaser or other transferee (each, a “Proposed Transferee”); (iii) the number of Offered Shares to be transferred to each Proposed Transferee; (iv) the bona fide cash price or the value of the other consideration for which the Selling Holder proposes to transfer the Offered Shares (the “Offered Price”); and (v) the anticipated closing of the sale or transfer of the Subject Shares. Notwithstanding the foregoing, a Selling Holder is not required to deliver a Transfer Notice pursuant to this Section 1.1, if the proposed transfer is permitted pursuant to Section 1.4.

1.2Right to Participate. If a Selling Holder intends to sell any Offered Shares to a third party, Goldman shall have the right to participate in any sale to a Proposed Transferee upon the same terms and conditions as set forth in the Transfer Notice (the “Co-Sale Right”), subject to the terms and conditions set forth in this Agreement. Goldman may exercise its Co-Sale Right by delivering to the Selling Holder proposing to sell or transfer Offered Shares, within five business days after receipt of the Transfer Notice, written notice of its intention to participate, specifying the number of shares of Common Stock Goldman desires to sell to the Proposed

1

Transferee which number shall in no event exceed the product of (x) the quotient of (a) the number of shares of Common Stock Goldman has acquired and holds as a result of, or may acquire, upon exercise of the New Warrant (as defined in the Purchase Agreement) or such other warrant that has been issued to Goldman upon partial exercise or transfer of the New Warrant divided by (b) the sum of the aggregate number of shares of Common Stock then held by the Investors (assuming full conversion and exercise of all convertible or exercisable securities) plus the number of shares of Common Stock then held by Goldman (assuming full exercise of the New Warrant or such other warrant that has been issued to Goldman upon partial transfer or exercise of the New Warrant) multiplied by (y) the number of shares of Common Stock to be acquired by the Proposed Transferee (the “Transferred Shares”), rounded down to the nearest whole number. At the closing of the purchase and sale of the Transferred Shares, as determined by the Selling Holder and the Proposed Transferee, Goldman shall deliver to the Selling Holder or a designated agent one or more certificates representing the number of shares of Common Stock Goldman elects to sell hereunder, duly endorsed for transfer to the Proposed Transferee.

1.3Continuing Rights. The exercise or non-exercise of Goldman’s Co-Sale Rights with respect to a particular sale of Transferred Shares by a Selling Holder shall not adversely affect Goldman’s Co-Sale Rights with respect to subsequent sales of Subject Shares.

1.4Permitted Transfers by Selling Holders. Goldman shall have no Co-Sale Rights with respect to: (i) any pledge of Subject Shares made by an Investor in a bona fide loan transaction with a commercial bank that creates a mere security interest; (ii) the donative transfer to an Investor’s relatives by blood, marriage or adoption (each a member of the Selling Holder’s “Immediate Family”); (iii) the transfer to a trust established by the Selling Holder for the benefit of one or more members of such Selling Holder’s Immediate Family; (iv) sales or other transfers by an Investor which when aggregated together do not exceed 1,000,000 Subject Shares; or (v) the transfer of any Subject Shares in the event of a Complete Change of Control. For purposes of this Agreement the term “Complete Change of Control” means a merger of the Company with or into any entity that is not an affiliate of the Company or the acquisition of all of the outstanding capital stock by any person or entity that is not an affiliate of the Company. In addition, nothing in this Agreement shall be construed to waive any obligations of Goldman under the New Warrant, including without limitation the conditions and procedures for exercise thereunder.

2.Termination. This Agreement shall terminate: (i) when Goldman owns less than 200,000 shares of Common Stock (assuming full exercise of the New Warrant or such other warrant that has been issued to Goldman upon partial transfer or exercise of the New Warrant); (ii) the filing by or against the Company of any petition under the U.S. Bankruptcy Code, or the appointment of any receiver or trustee over the Company’s assets; (iii) immediately prior to the consummation of a public offering pursuant to a registration statement filed with the Securities and Exchange Commission of any shares of Common Stock of the Company; or (iv) immediately prior to the occurrence of a Complete Change of Control.

3.Legend and Transfer Restrictions. Each Investor agrees that the Company may instruct its transfer agent to impose transfer restrictions on the Subject Shares, to enforce the provisions of this Agreement. The certificates evidencing Subject Shares held by the Investors shall bear, in addition to any other legend required under federal or applicable state securities

2

laws, the legend set forth below. The legend shall be removed upon termination of this Agreement.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN CO-SALE RIGHTS AS SET FORTH IN A CO-SALE RIGHTS AGREEMENT ENTERED INTO BY THE HOLDER OF THESE SHARES, THE COMPANY AND GOLDMAN SACHS & CO. A COPY OF SUCH AGREEMENT MAY BE EXAMINED AT THE PRINCIPAL OFFICE OF THE COMPANY.

4. Miscellaneous.

4.1Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. The rights of Goldman hereunder are only assignable by Goldman to affiliates of Goldman. The assignees of rights or obligations under this Agreement must agree in writing to be bound by the terms and conditions of this Agreement.

4.2Amendments or Waivers. This Agreement or any provision hereof may be amended, waived, discharged or terminated only by a statement in writing signed by the party against which enforcement of the amendment, waiver, discharge or termination is sought.

4.3Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid to the address set forth below, or to such other address as such party shall have specified in a written notice given to the other parties hereto:

(a) if to an Investor, to such Investor’s address on file with the Company,

(b) if to the Company:

A-Fem Medical Corporation

P.O. Box 2900

Wilsonville, OR 97070

Attention: William Fleming

(c) if to Goldman:

Goldman, Sachs & Co.

85 Broad Street

New York, NY 10004

Attention: Lance West, Managing Director

with a copy to:

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Obsidian Finance Group, LLC

PO Box 3510

12 River Road

Sunriver, OR 97707

Attention: Kevin D. Padrick

4.4Severability.  In case any provision of this Agreement shall be found by a court of law to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

4.5Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Oregon, without giving effect to principles of conflicts of laws.

4.6Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party who requests it.

4.7Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience or reference only and are not to be considered in construing this Agreement.

4.8Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and they supersede, merge and render void every other prior written or oral understanding or agreement among or between the parties hereto.

4.9Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained in this Agreement, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiation of this Agreement. For reasons of administrative convenience only, the Investors acknowledge and agree that they and their respective counsel have chosen to communicate with Company and Company’s counsel through Bingham McCutchen LLP (“Bingham”), but neither Bingham nor Company’s counsel represent any of the Investors with respect to this Agreement and the transactions contemplated hereby, except that Bingham represents Sherbrooke Partners, LLC and Mark Capital, LLC.

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The parties have executed this Co-Sale Rights Agreement as of the Agreement Date.

A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming           Name: William H. Fleming           Its: Secretary	GOLDMAN, SACHS & CO. By: /s/ Illegible                         Name:  Its:
SHERBROOKE PARTNERS, LLC By: /s/ Matthew Balk       Matthew Balk, Managing Member	MARK CAPITAL, LLC By: /s/ Evan Levine         Evan Levine, Managing Member
/s/ Matthew Balk             MATTHEW BALK CUST FOR DAVID BALK	/s/ Matthew Balk             MATTHEW BALK CUST FOR DANIEL BALK
/s/ Evan Levine   EVAN LEVINE CUST FOR NATHANIEL LEVINE	/s/ Evan Levine   EVAN LEVINECUST FOR ALEXANDER LEVINE
/s/ Richard Melnick         Richard Melnick	/s/ Joan Robbins               Joan Robbins
/s/ Jonathan Balk             Jonathan Balk	/s/ Eric Singer     Eric Singer
/s/ Evan Levine   Evan Levine FBO Julia Selenko	/s/ Evan Levine   Evan Levine FBO Max Selenko
/s/ Evan Levine   Evan Levine FBO KeiraMezei	/s/ Evan Levine   Evan Levine FBOReece Mezei
David and Marilyn Balk JTWROS /s/ David Balk           David Balk /s/ Marilyn Balk         Marilyn Balk	Robert J. & Sandra S. Neborsky JTWROS /s/ Robert J. Neborsky           Robert J. Neborsky /s/ Sandra S. Neborsky           Sandra S. Neborsky
/s/ Craig Pierson               Craig Pierson	/s/ Ethan Balk     Ethan Balk
/s/ Michael Kooper           Michael Kooper	/s/ Brian Corday               Brian Corday
CGA RESOURCES, LLC By: /s/ Cass Gunther Adelman     Cass Gunther Adelman, Sole Member	/s/ Michael Lowe                                                      Michael Lowe

SCHEDULE A

SCHEDULE OF INVESTORS

Investor	Shares	Warrants
Mark Capital, LLC	1,750,000	642,006
Sherbrooke Partners, LLC	1,750,000	462,006
CGA Resources, LLC	700,000	100,000
Richard Melnick	375,000	0
Matthew Balk cust for Daniel Balk	300,000	0
Matthew Balk cust for David Balk	300,000	0
David and Marilyn Balk JTWROS	275,000	0
Jonathan Balk	250,000	0
Evan Levine cust for Nathaniel Levine	250,000	0
Evan Levine cust for Alexander Levine	250,000	0
Michael Lowe	200,000	0
Robert J. & Sandra S. Neborsky JTWROS	200,000	0
Brian Corday	200,000	0
Craig Pierson	200,000	0
Eric Singer	192,135	0
Joan Robbins	100,000	0
Ethan Balk	100,000	0
Evan Levine FBO Julia Selenko	25,000	0
Evan Levine FBO Max Selenko	25,000	0
Evan Levine FBO Keira Mezei	25,000	0
Evan Levine FBO Reece Mezei	25,000	0
	7,492,135	1,204,012

EX-99.7(6)

Exhibit 7.6

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is made as of October 29, 2004 (the “Agreement Date”), by and among A-Fem Medical Corporation, a Nevada corporation (the “Company”), and the individuals and entities listed on ExhibitA hereto (each an “Investor”).

BACKGROUND

A.The Company, the Investors and Goldman, Sachs & Co., a New York limited partnership (“Goldman”), have entered into a Stock and Warrant Purchase Agreement (the “Purchase Agreement”) of even date herewith pursuant to which Goldman desires to sell to the Investors and the Investors desire to purchase from Goldman the Shares (as such term is defined in the Purchase Agreement) and Warrants (as such term is defined in the Purchase Agreement).

B.A condition to the obligations under the Purchase Agreement is that the Company and the Investors enter into this Agreement in order to provide (i) the Investors with certain rights of first offer with respect to certain issuances by the Company of its securities and (ii) the holders of a majority of the shares of Series A Preferred Stock the right to nominate two members of the Board of Directors of the Company.

AGREEMENT

In consideration of the mutual agreements contained in this Agreement, the parties agree as follows:

1.Right of First Offer. Subject to the terms and conditions specified in this Section 1, the Company grants to each Investor a right of first offer with respect to future sales by the Company of any shares of, or securities convertible into or exercisable for any shares of, any class of its capital stock or any other securities of the Company (“Additional Securities”). Each time the Company proposes to offer Additional Securities to any person (an “Proposed Offer”), the Company shall first make an offering of such Additional Securities to each Investor in accordance with this Section 1.

1.1With respect to each Proposed Offer, the Company shall deliver a notice (an “Offer Notice”) to each Investor stating (i) the Company’s bona fide intention to offer Additional Securities, (ii) the number of Additional Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Additional Securities.

1.2Within 15 calendar days after delivery of the Offer Notice (the “Election Period”), each Investor shall have the right to elect to purchase or obtain, at the price and on the terms specified in the Offer Notice, up to that portion of the Additional Securities subject to such Offer Notice equal to the proportion that the number of shares of Common Stock of the Company (“Common Stock”) issued and held, or issuable upon conversion and exercise of all convertible or exercisable securities then held, by such Investor bears to the total number of shares of Common Stock then outstanding (assuming full conversion and exercise of all convertible or exercisable securities) (the “Pro Rata Share”).

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1.3The Company shall deliver to each Investor, within 5 calendar days after the expiration of the Election Period, a notice setting forth the amount of Additional Securities to be purchased by each Investor and the percentage of such Investor’s Pro Rata Share that such purchase represents (the “Election Results Notice”).

1.4The Company may, during the 30-day period following the expiration of the Election Period, offer the remaining unsubscribed portion of the Additional Securities to any person or persons at a price not less than, and upon terms no more favorable to the offeree than those specified in the Offer Notice. If the Company does not enter into an agreement for the sale of the Additional Securities within such period, or if such agreement is not consummated within 20 days of the execution thereof, the rights provided to the Investors hereunder shall be deemed to be revived and such Additional Securities shall not be offered unless first reoffered to the Investors in accordance herewith.

1.5The right of first offer in this Section 1 shall not be applicable (i) to the issuance or sale ofcapital stock of the Company (or warrants or options therefor) to employees, consultants and directors, for compensation purposes pursuant to plans or agreements approved by the Board; (ii) to the issuance of securities pursuant the exercise or conversion of outstanding options, warrants, notes or other rights to acquire securities of the Company; (iii) to the issuance of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale of assets, sale or exchange of stock or otherwise; and (iv) to the issuance of securities pursuant to any stock split, stock dividend or recapitalization by the Company. In addition to the foregoing, the right of first offer in this Section 1 shall not apply with respect to any Investor and any subsequent securities issuance, if (a) at the time of such subsequent securities issuance, the Investor is not an “accredited investor,” as that term is then defined in Rule 501(a) under the Securities Act of 1933, as amended, and (b) such subsequent securities issuance is otherwise being offered only to accredited investors.

2.Purchase Right for Failure to Exercise Right of First Offer. If with respect to any Proposed Offer an Investor shall fail to purchase its entire Pro Rata Share of the Additional Securities subject to such Proposed Offer (a “Non-Participating Investor”), then, with the written consent of Investors holding at least a majority of the shares of Common Stock (assuming conversion of all convertible securities then held by the Investors) then held by all of the Investors (“Diluted Investor Shares”), the Investors which are not Non-Participating Investors (the “Participating Investors”) shall collectively have a right, exercisable within 10 business days after the Elections Result Notice to purchase from each Non-Participating Investor all of such Non-Participating Investor’s Shares at a purchase price equal to the aggregate amount of the Purchase Price (as such term is defined in the Purchase Agreement) paid by such Non-Participating Investor pursuant to the Purchase Agreement. If more than one Participating Investor elects to purchase a Non-Participating Investor’s Shares pursuant to the foregoing sentence, each electing Participating Investor shall each have a right to purchase a portion of such Non-Participating Investor’s Shares equal to the quotient of (x) the number of Diluted Investor Shares held such electing Participating Investor divided by (y) the aggregate number of Diluted Investor Shares held by all electing Participating Investors, or such other allocation as may be agreed to among such electing Participating Investors.

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3. Lock-Up.

3.1Period of Lock-Up. Each Investor agrees that, with respect to each Proposed Offer, such Investor shall not, directly or indirectly, sell, offer to sell, contract to sell (including any short sale), grant any option to purchase or otherwise transfer or dispose of any securities of the Company beneficially owned by such Investor at any time during the period beginning on the date of the Offer Notice relating to such Proposed Offer and ending on (a) the date 180 days after the date of the closing of the purchase and sale of the Additional Securities which are the subject of such Proposed Offer, if such Investor is a Non-Participating Investor with respect to such Proposed Offer, or (b) the date of the closing of the purchase and sale of Additional Securities by such Investor, if such Investor is a Participating Investor with respect to such Proposed Offer.

3.2Stop-Transfer Instructions. In order to enforce the covenants in Section 3.1, the Company may impose stop-transfer instructions with respect to securities of the Company held by each Investor.

3.3Waiver of Lock-Up. The restrictions set forth in Sections 3.1 and 3.2 may be waived from time to time by Investors holding a majority of the shares of Common Stock (assuming conversion and exercise of all convertible or exercisable securities then held by the Investors and as adjusted for stock splits, stock dividends or recapitalizations) then held by the Investors

3.4Legend. Each certificate or other instrument representing securities of the Company held by each Investor may be endorsed with the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP AGREEMENT, AS SET FORTH IN THAT CERTAIN INVESTOR RIGHTS AGREEMENT ENTERED INTO BETWEEN THE ORIGINAL HOLDER OF THIS CERTIFICATE AND THE COMPANY, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE COMPANY. THE LOCK-UP AGREEMENT IS BINDING ON TRANSFEREES OF THIS CERTIFICATE.

4. SeriesA Board Representative.

4.1So long as the Investors collectively hold at least 4,000,000 shares of Common Stock (assuming conversion and exercise of all convertible or exercisable securities then held by the Investors and as adjusted for stock splits, stock dividends or recapitalizations), the holders of a majority of such shares shall be entitled to designate two nominees to the Board of Directors of the Company (the “Board”) and the Board shall nominate such designated persons for election to the Board at the next meeting of the shareholders of the Company.

4.2So long as the Investors collectively hold at least 2,000,000 but less than 4,000,000 shares of Common Stock (assuming conversion and exercise of all convertible or exercisable securities then held by the Investors and as adjusted for stock splits, stock dividends or recapitalizations), the holders of a majority of such shares shall be entitled to designate one

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nominee to the Board and the Board shall nominate such designated persons for election to the Board at the next meeting of the shareholders of the Company.

5. Miscellaneous.

5.1Successors and Assigns. Except as otherwise provided in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties (including transferees of any of the Preferred Stock or any Common Stock issued upon conversion thereof). The rights of each Investor under this Agreement are only assignable by such Investor: to its partners if the Investor is a partnership; to its members if the Investor is a limited liability company; to an entity in which the Investor owns at least 50 percent of the outstanding voting securities; to any person which owns at least 50 percent of the Investor’s outstanding voting securities; or to any investment fund managed by or under the control of the managing entity of the Investor or any partner or member thereof. The assignees of rights under this Agreement must agree in writing to be bound by the terms and conditions of this Agreement before the Company must give effect to the assignment or transfer.

5.2Amendments and Waivers. Unless otherwise explicitly provided herein, any term of this Agreement may be amended or waived only with the written consent of the Company and Investors holding a majority of the shares of Common Stock (assuming conversion and exercise of all convertible or exercisable securities then held by the Investors and as adjusted for stock splits, stock dividends or recapitalizations) then held by the Investors.

5.3Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid addressed (a) if to an Investor, to such Investor’s address on file with the Company or at such other address as such Investor shall have furnished to the Company in writing, or (b) if to the Company, at P.O. Box 2900, Wilsonville, OR 97070, Attention: William Fleming, or such other address as the Company shall have furnished to each Investor in writing.

5.4Severability.  In case any provision of this Agreement shall be found by a court of law to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.

5.5Governing Law.  This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Oregon, without giving effect to principles of conflicts of laws.

5.6Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement

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subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to any party who requests it.

5.7Titles and Subtitles.  The titles of the sections and subsections of this Agreement are for convenience or reference only and are not to be considered in construing this Agreement.

5.8Entire Agreement.  This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and they supersede, merge and render void every other prior written or oral understanding or agreement among or between the parties hereto.

5.9Attorneys’ Fees.  In the event that any dispute among the parties to this Agreement should result in litigation, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including such reasonable fees and expenses of attorneys and accountants, which shall include all fees, costs and expenses of appeals.

5.10Independent Nature of Investors’ Obligations and Rights. The obligations of each Investor under this Agreement are several and not joint with the obligations of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor under this Agreement. Nothing contained in this Agreement, and no action taken by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Investors are in any way acting in concert or as a group with respect to such obligations or the transactions to be consummated pursuant to this Agreement. Each Investor shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement, and it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. Each Investor represents that it has been represented by its own separate legal counsel in its review and negotiation of this Agreement. For reasons of administrative convenience only, the Investors acknowledge and agree that they and their respective counsel have chosen to communicate with Company and Company’s counsel through Bingham McCutchen LLP (“Bingham”), but neither Bingham nor Company’s counsel represent any of the Investors with respect to this Agreement and the transactions contemplated hereby, except that Bingham represents Sherbrooke Partners, LLC and Mark Capital, LLC.

5.11 Construction.

(a)For purposes of this Agreement, whenever the context requires: the singular number shall include the plural and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders.

(b)The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

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(c)As used in this Agreement, the words “include” and “including,” and variations thereof, shall not be deemed to be terms of limitation, but rather shall be deemed to be followed by the words “without limitation.”

5.12Termination. This Agreement shall terminate and be of no further force or effect on the date that the Investors collectively beneficially own fewer than 1,000,000 shares of Common Stock (assuming full conversion and exercise of all convertible or exercisable securities).

[Balance of page intentionally left blank. Signature page follows.]

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The parties have executed this Investor Rights Agreement as of the date first above written.

A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming           Name: William H. Fleming           Its: Secretary	/s/ Michael Lowe                                                      Michael Lowe
SHERBROOKE PARTNERS, LLC By: /s/ Matthew Balk       Matthew Balk, Managing Member	MARK CAPITAL, LLC By: /s/ Evan Levine         Evan Levine, Managing Member
/s/ Matthew Balk             MATTHEW BALK CUST FOR DAVID BALK	/s/ Matthew Balk             MATTHEW BALK CUST FOR DANIEL BALK
/s/ Evan Levine   EVAN LEVINE CUST FOR NATHANIEL LEVINE	/s/ Evan Levine   EVAN LEVINECUST FOR ALEXANDER LEVINE
/s/ Richard Melnick         Richard Melnick	/s/ Joan Robbins               Joan Robbins
/s/ Jonathan Balk             Jonathan Balk	/s/ Eric Singer     Eric Singer
/s/ Evan Levine   Evan Levine FBO Julia Selenko	/s/ Evan Levine   Evan Levine FBO Max Selenko
/s/ Evan Levine   Evan Levine FBO Keira Mezei	/s/ Evan Levine   Evan Levine FBO Reece Mezei
David and Marilyn Balk JTWROS /s/ David Balk           David Balk /s/ Marilyn Balk         Marilyn Balk	Robert J. & Sandra S. Neborsky JTWROS /s/ Robert J. Neborsky           Robert J. Neborsky /s/ Sandra S. Neborsky           Sandra S. Neborsky
/s/ Craig Pierson               Craig Pierson	/s/ Ethan Balk     Ethan Balk
/s/ Michael Kooper           Michael Kooper	/s/ Brian Corday               Brian Corday
CGA RESOURCES, LLC By: /s/ Cass Gunther Adelman     Cass Gunther Adelman, Sole Member

EXHIBIT A

SCHEDULE OF INVESTORS

Investor	Shares	Warrants
Mark Capital, LLC	1,750,000	642,006
Sherbrooke Partners, LLC	1,750,000	462,006
CGA Resources, LLC	700,000	100,000
Richard Melnick	375,000	0
Matthew Balk cust for Daniel Balk	300,000	0
Matthew Balk cust for David Balk	300,000	0
David and Marilyn Balk JTWROS	275,000	0
Jonathan Balk	250,000	0
Evan Levine cust for Nathaniel Levine	250,000	0
Evan Levine cust for Alexander Levine	250,000	0
Michael Lowe	200,000	0
Robert J. & Sandra S. Neborsky JTWROS	200,000	0
Brian Corday	200,000	0
Craig Pierson	200,000	0
Eric Singer	192,135	0
Joan Robbins	100,000	0
Ethan Balk	100,000	0
Evan Levine FBO Julia Selenko	25,000	0
Evan Levine FBO Max Selenko	25,000	0
Evan Levine FBO Keira Mezei	25,000	0
Evan Levine FBO Reece Mezei	25,000	0
	7,492,135	1,204,012

EX-99.7(7)

Exhibit 7.7

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is between A-Fem Medical Corporation, a Nevada corporation (the “Company”), and Mark Capital, LLC (the “Investor”). This Agreement shall be effective as of the date of last execution of this Agreement as set forth on the signature page hereto (the “Effective Date”).

In consideration of the mutual agreements contained in this Agreement, the Company and the Investor agree as follows:

1.Purchase of Shares. The Investor agrees to purchase from the Company and the Company agrees to sell to the Investor Three Hundred Thousand (300,000) shares (the “Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), at a purchase price of Five Cents ($0.05) per share of Common Stock or an aggregate purchase price for the Shares of Fifteen Thousand Dollars ($15,000.00) (the “Total Purchase Price”). Promptly after the Effective Date, the Investor shall tender a wire transfer to the account of the Company in an aggregate amount equal to the Total Purchase Price and the Company shall, but not more than five business days after the Effective Date, issue and deliver to the Investor a stock certificate representing the Shares.

2.Representations and Warranties of Company. The Company represents and warrants to and for the benefit of the Investor as follows, subject to such exceptions set forth in Schedule 2(f) and Schedule 2(g):

(a)Organization and Good Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and has full power and authority under applicable corporate law to own, lease and operate its properties and to carry on its business. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to be so qualified would not have a material adverse effect on the Company, its business or its condition (financial or other) or materially impair the right or ability of the Company to carry on its business (a “Material Adverse Effect”).

(b)Authority. This Agreement has been duly authorized by all necessary action of the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. The Company has full corporate power, authority, and capacity to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the issuance of the Shares.

(c)No Conflict. Neither the execution and delivery by the Company of this Agreement nor the performance of any of the Company’s obligations hereunder, will, directly or indirectly (with or without notice, lapse of time, or both): (a) violate any provision

of the Company’s organizational documents or any resolution adopted by the Board of Directors of the Company (the “Board”) or the shareholders of the Company (the “Shareholders”); (b) violate any legal requirement to which the Company is subject; (c) violate or breach any provision of, or give any person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which the Company or any of its assets is subject; or (d) result in the imposition or creation of any lien upon or with respect to any of the Company’s assets.

(d)Capitalization. Since October 29, 2004, no action has been taken by the Company, the Board or the Shareholders to authorize or issue any capital stock or any subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any shares of the capital stock or other securities of the Company or enter into any contracts pursuant to which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other securities. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(e)Financial Statements. The Company has delivered to the Investor its balance sheet as of August 6, 2004 (the “Balance Sheet”). The Balance Sheet fairly presents the consolidated financial condition of the Company as of August 6, 2004. Except as set forth in the Balance Sheet or referenced in this Agreement, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to August 6, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business which, in both cases, individually or in the aggregate, are not material to the financial condition of the Company.

(f)Patents, Trademarks, Copyrights. To the best of its knowledge, the Company has sufficient title and ownership of or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, processes, formulae, trade secrets, customer lists, information, proprietary rights and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as currently conducted, and no claim is pending or, to the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and to the Company’s knowledge there is no basis for any such claim (whether or not pending or threatened). Other than as set forth on Schedule 2(f), the Company is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of any patent, trademark, trade name, copyright, trade secret or other intangible asset, with respect to the use thereof or in connection with the conduct of its business, or otherwise. Except as set forth on Schedule 2(f), the Company has not granted to any third party any option, license or other right of any kind to its Intellectual Property. The Company has not received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Intellectual Property rights of any other person or entity. The Company is not aware of any violation or infringement by a third party of any of its Intellectual Property.

(g)Litigation, Etc.  Except as set forth on Schedule 2(g), there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened, against the Company or, to its knowledge, its officers, directors, employees or stockholders, as such, including any which questions the validity of this Agreement, or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which might cause, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes to the Company’s knowledge, actions pending or threatened involving the prior employment of any of the Company’s employees or consultants, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

(h)Proceeds. The Company shall use the Total Purchase Price paid for the Shares solely for to finance the business of the Company and for general working capital purposes.

(i)Brokers. The Company has not agreed or become obligated to pay, or has taken any action that might result in any person or entity claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor.

(a)Exempt Transaction; Restricted Securities. The Investor understands that the Shares are being offered and sold in reliance on one or more exemptions from registration provided for under the Act, and that the Company’s reliance upon such exemptions is predicated, in part, upon the Investor’s representations and warranties set forth in this Agreement.The Investor understands that the Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”). The Investor understands that the Investor may resell the Shares pursuant to Rule 144 only after the satisfaction of certain requirements, including the requirement that the Shares be held for at least one year prior to resale.

(b)Investment Intent; Accreditation; Authority. The Investor is acquiring the Shares for investment for the Investor’s own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. The Investor is an “accredited investor” within the meaning of the Act. The Investor has the full right, power, authority and capacity to enter into and perform this Agreement, the terms of this Agreement constitute valid and binding obligations of the Investor enforceable in accordance with their terms, except as the same may be limited by equitable principles and by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights.

(c)Knowledge and Experience.  The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor’s investment in the Shares and has the ability to bear the economic risks of such investment.

(d)Domicile. The Investor is a bona fide resident and domiciliary (not a temporary or transient resident) of the jurisdiction indicated in Section 5(l) and the Investor has no present intention of becoming a resident of any other state or jurisdiction.

4. Restrictive Legends and Stop-Transfer Orders.

(a)Legend. The stock certificate representing the Shares shall bear the following legend or similar legend (as well as any legends required by applicable state and federal corporate and securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

(b)Removal of Legend and Transfer Restrictions.  Any legend endorsed on a certificate pursuant to this Section 4 and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

5. General Provisions.

(a)Further Assurances. Each party shall execute or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

(b)Binding Effect. This Agreement and the transactions and other agreements contemplated hereby will be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, administrators, successors, and permitted assigns.

(c)Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon.

(d)Entire Agreement. This Agreement contain the entire agreement with respect to the transactions contemplated by this Agreement and supersedes all prior and contemporaneous agreements between the Investor and the Company with respect to such transactions.

(e)Amendment. This Agreement may not be modified or amended except by the written agreement of the party against whom enforcement is sought.

(f)Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each term or provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

(g)Waiver. Failure of any party at any time to require performance of any provision of this Agreement will not limit such party’s right to enforce such provision, nor will any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

(h)Attorneys’ Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted to enforce or interpret any provision of this Agreement or in connection with any dispute hereunder, the prevailing party will be entitled to recover such amount as the court may adjudge reasonable as attorneys’ fees and all other fees, costs, and expenses of litigation at trial or any appeal or review, in addition to all other amounts provided by law.

(i)Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party upon request.

(j)Construction. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(k)Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid if to the Investor: ___________________________________________________________ or if to the Company P.O. Box 2900, Wilsonville, OR 97070, Attention: William Fleming.

[Balance of page intentionally left blank. Signature page follows.]

	The parties have executed this Stock Purchase Agreement as of the Effective Date.
A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming       (signature) Name: William H. Fleming       (please print) Its: Secretary     (please print) Date: March 15, 2005   (please print)		MARK CAPITAL, LLC By: /s/Evan Levine       (signature) Name: Evan Levine       (please print) Its: Managing Member             (please print) Date: November 16, 2004         (please print)

EX-99.7(8)

Exhibit 7.8

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is between A-Fem Medical Corporation, a Nevada corporation (the “Company”), and Evan Levine, as custodian for Alexander Levine (the “Investor”). This Agreement shall be effective as of the date of last execution of this Agreement as set forth on the signature page hereto (the “Effective Date”).

In consideration of the mutual agreements contained in this Agreement, the Company and the Investor agree as follows:

1.Purchase of Shares. The Investor agrees to purchase from the Company and the Company agrees to sell to the Investor One Hundred Twenty Thousand (120,000) shares (the “Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), at a purchase price of Five Cents ($0.05) per share of Common Stock or an aggregate purchase price for the Shares of Six Thousand Dollars ($6,000.00) (the “Total Purchase Price”). Promptly after the Effective Date, the Investor shall tender a wire transfer to the account of the Company in an aggregate amount equal to the Total Purchase Price and the Company shall, but not more than five business days after the Effective Date, issue and deliver to the Investor a stock certificate representing the Shares.

2.Representations and Warranties of Company. The Company represents and warrants to and for the benefit of the Investor as follows, subject to such exceptions set forth in Schedule 2(f) and Schedule 2(g):

(a)Organization and Good Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and has full power and authority under applicable corporate law to own, lease and operate its properties and to carry on its business. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to be so qualified would not have a material adverse effect on the Company, its business or its condition (financial or other) or materially impair the right or ability of the Company to carry on its business (a “Material Adverse Effect”).

(b)Authority. This Agreement has been duly authorized by all necessary action of the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. The Company has full corporate power, authority, and capacity to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the issuance of the Shares.

(c)No Conflict. Neither the execution and delivery by the Company of this Agreement nor the performance of any of the Company’s obligations hereunder, will, directly or indirectly (with or without notice, lapse of time, or both): (a) violate any provision

of the Company’s organizational documents or any resolution adopted by the Board of Directors of the Company (the “Board”) or the shareholders of the Company (the “Shareholders”); (b) violate any legal requirement to which the Company is subject; (c) violate or breach any provision of, or give any person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which the Company or any of its assets is subject; or (d) result in the imposition or creation of any lien upon or with respect to any of the Company’s assets.

(d)Capitalization. Since October 29, 2004, no action has been taken by the Company, the Board or the Shareholders to authorize or issue any capital stock or any subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any shares of the capital stock or other securities of the Company or enter into any contracts pursuant to which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other securities. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(e)Financial Statements. The Company has delivered to the Investor its balance sheet as of August 6, 2004 (the “Balance Sheet”). The Balance Sheet fairly presents the consolidated financial condition of the Company as of August 6, 2004. Except as set forth in the Balance Sheet or referenced in this Agreement, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to August 6, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business which, in both cases, individually or in the aggregate, are not material to the financial condition of the Company.

(f)Patents, Trademarks, Copyrights. To the best of its knowledge, the Company has sufficient title and ownership of or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, processes, formulae, trade secrets, customer lists, information, proprietary rights and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as currently conducted, and no claim is pending or, to the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and to the Company’s knowledge there is no basis for any such claim (whether or not pending or threatened). Other than as set forth on Schedule 2(f), the Company is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of any patent, trademark, trade name, copyright, trade secret or other intangible asset, with respect to the use thereof or in connection with the conduct of its business, or otherwise. Except as set forth on Schedule 2(f), the Company has not granted to any third party any option, license or other right of any kind to its Intellectual Property. The Company has not received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Intellectual Property rights of any other person or entity. The Company is not aware of any violation or infringement by a third party of any of its Intellectual Property.

(g)Litigation, Etc.  Except as set forth on Schedule 2(g), there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened, against the Company or, to its knowledge, its officers, directors, employees or stockholders, as such, including any which questions the validity of this Agreement, or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which might cause, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes to the Company’s knowledge, actions pending or threatened involving the prior employment of any of the Company’s employees or consultants, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

(h)Proceeds. The Company shall use the Total Purchase Price paid for the Shares solely for to finance the business of the Company and for general working capital purposes.

(i)Brokers. The Company has not agreed or become obligated to pay, or has taken any action that might result in any person or entity claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor.

(a)Exempt Transaction; Restricted Securities. The Investor understands that the Shares are being offered and sold in reliance on one or more exemptions from registration provided for under the Act, and that the Company’s reliance upon such exemptions is predicated, in part, upon the Investor’s representations and warranties set forth in this Agreement.The Investor understands that the Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”). The Investor understands that the Investor may resell the Shares pursuant to Rule 144 only after the satisfaction of certain requirements, including the requirement that the Shares be held for at least one year prior to resale.

(b)Investment Intent; Accreditation; Authority. The Investor is acquiring the Shares for investment for the Investor’s own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. The Investor is an “accredited investor” within the meaning of the Act. The Investor has the full right, power, authority and capacity to enter into and perform this Agreement, the terms of this Agreement constitute valid and binding obligations of the Investor enforceable in accordance with their terms, except as the same may be limited by equitable principles and by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights.

(c)Knowledge and Experience.  The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor’s investment in the Shares and has the ability to bear the economic risks of such investment.

(d)Domicile. The Investor is a bona fide resident and domiciliary (not a temporary or transient resident) of the jurisdiction indicated in Section 5(l) and the Investor has no present intention of becoming a resident of any other state or jurisdiction.

4. Restrictive Legends and Stop-Transfer Orders.

(a)Legend. The stock certificate representing the Shares shall bear the following legend or similar legend (as well as any legends required by applicable state and federal corporate and securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

(b)Removal of Legend and Transfer Restrictions.  Any legend endorsed on a certificate pursuant to this Section 4 and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

5. General Provisions.

(a)Further Assurances. Each party shall execute or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

(b)Binding Effect. This Agreement and the transactions and other agreements contemplated hereby will be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, administrators, successors, and permitted assigns.

(c)Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon.

(d)Entire Agreement. This Agreement contain the entire agreement with respect to the transactions contemplated by this Agreement and supersedes all prior and contemporaneous agreements between the Investor and the Company with respect to such transactions.

(e)Amendment. This Agreement may not be modified or amended except by the written agreement of the party against whom enforcement is sought.

(f)Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each term or provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

(g)Waiver. Failure of any party at any time to require performance of any provision of this Agreement will not limit such party’s right to enforce such provision, nor will any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

(h)Attorneys’ Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted to enforce or interpret any provision of this Agreement or in connection with any dispute hereunder, the prevailing party will be entitled to recover such amount as the court may adjudge reasonable as attorneys’ fees and all other fees, costs, and expenses of litigation at trial or any appeal or review, in addition to all other amounts provided by law.

(i)Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party upon request.

(j)Construction. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(k)Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid if to the Investor: ___________________________________________________________ or if to the Company P.O. Box 2900, Wilsonville, OR 97070, Attention: William Fleming.

[Balance of page intentionally left blank. Signature page follows.]

	The parties have executed this Stock Purchase Agreement as of the Effective Date.
A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming       (signature) Name: William H. Fleming       (please print) Its: Secretary     (please print) Date: March 15, 2005   (please print)		/s/ Evan Levine             EVAN LEVINE, AS CUSTODIAN FOR ALEXANDER LEVINE Date: November 16, 2004         (please print)

EX-99.7(9)

Exhibit 7.9

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is between A-Fem Medical Corporation, a Nevada corporation (the “Company”), and Evan Levine, as custodian for Nathaniel Levine (the “Investor”). This Agreement shall be effective as of the date of last execution of this Agreement as set forth on the signature page hereto (the “Effective Date”).

In consideration of the mutual agreements contained in this Agreement, the Company and the Investor agree as follows:

1.Purchase of Shares. The Investor agrees to purchase from the Company and the Company agrees to sell to the Investor One Hundred Twenty Thousand (120,000) shares (the “Shares”) of Common Stock, par value $0.01 per share (“Common Stock”), at a purchase price of Five Cents ($0.05) per share of Common Stock or an aggregate purchase price for the Shares of Six Thousand Dollars ($6,000.00) (the “Total Purchase Price”). Promptly after the Effective Date, the Investor shall tender a wire transfer to the account of the Company in an aggregate amount equal to the Total Purchase Price and the Company shall, but not more than five business days after the Effective Date, issue and deliver to the Investor a stock certificate representing the Shares.

2.Representations and Warranties of Company. The Company represents and warrants to and for the benefit of the Investor as follows, subject to such exceptions set forth in Schedule 2(f) and Schedule 2(g):

(a)Organization and Good Standing. The Company is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada and has full power and authority under applicable corporate law to own, lease and operate its properties and to carry on its business. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in each jurisdiction in which the nature of its activities and of its properties makes such qualification necessary, except for those jurisdictions in which failure to be so qualified would not have a material adverse effect on the Company, its business or its condition (financial or other) or materially impair the right or ability of the Company to carry on its business (a “Material Adverse Effect”).

(b)Authority. This Agreement has been duly authorized by all necessary action of the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of laws governing specific performance, injunctive relief or other equitable remedies. The Company has full corporate power, authority, and capacity to execute and deliver this Agreement and to perform its obligations hereunder, including, without limitation, the issuance of the Shares.

(c)No Conflict. Neither the execution and delivery by the Company of this Agreement nor the performance of any of the Company’s obligations hereunder, will, directly or indirectly (with or without notice, lapse of time, or both): (a) violate any provision

of the Company’s organizational documents or any resolution adopted by the Board of Directors of the Company (the “Board”) or the shareholders of the Company (the “Shareholders”); (b) violate any legal requirement to which the Company is subject; (c) violate or breach any provision of, or give any person the right to declare a material default or exercise any material remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any material contract as to which the Company or any of its assets is subject; or (d) result in the imposition or creation of any lien upon or with respect to any of the Company’s assets.

(d)Capitalization. Since October 29, 2004, no action has been taken by the Company, the Board or the Shareholders to authorize or issue any capital stock or any subscriptions, options, calls, warrants or any other rights, whether or not currently exercisable, to acquire any shares of the capital stock or other securities of the Company or enter into any contracts pursuant to which the Company is or may become obligated to sell or otherwise issue any shares of its capital stock or other securities. The Shares have been duly authorized and validly issued, are fully paid and nonassessable and were issued in accordance with the registration or qualification provisions of the Securities Act of 1933, as amended (the “Act”), and any relevant state securities laws, or pursuant to valid exemptions therefrom.

(e)Financial Statements. The Company has delivered to the Investor its balance sheet as of August 6, 2004 (the “Balance Sheet”). The Balance Sheet fairly presents the consolidated financial condition of the Company as of August 6, 2004. Except as set forth in the Balance Sheet or referenced in this Agreement, the Company has no material liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to August 6, 2004, and (ii) obligations under contracts and commitments incurred in the ordinary course of business which, in both cases, individually or in the aggregate, are not material to the financial condition of the Company.

(f)Patents, Trademarks, Copyrights. To the best of its knowledge, the Company has sufficient title and ownership of or possesses adequate licenses or other rights to use all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, processes, formulae, trade secrets, customer lists, information, proprietary rights and know how (collectively, “Intellectual Property”) necessary to the conduct of its business as currently conducted, and no claim is pending or, to the Company’s knowledge, threatened to the effect that the operations of the Company infringe upon or conflict with the asserted rights of any other person under any Intellectual Property, and to the Company’s knowledge there is no basis for any such claim (whether or not pending or threatened). Other than as set forth on Schedule 2(f), the Company is not obligated to make any payments by way of royalties, fees or otherwise to any owner or licensor of any patent, trademark, trade name, copyright, trade secret or other intangible asset, with respect to the use thereof or in connection with the conduct of its business, or otherwise. Except as set forth on Schedule 2(f), the Company has not granted to any third party any option, license or other right of any kind to its Intellectual Property. The Company has not received any communications alleging that it has violated or, by conducting its business as proposed, would violate any Intellectual Property rights of any other person or entity. The Company is not aware of any violation or infringement by a third party of any of its Intellectual Property.

(g)Litigation, Etc.  Except as set forth on Schedule 2(g), there is no action, suit, proceeding or investigation pending or, to the Company’s knowledge, threatened, against the Company or, to its knowledge, its officers, directors, employees or stockholders, as such, including any which questions the validity of this Agreement, or the right of the Company to enter into any of them, or to consummate the transactions contemplated hereby or thereby, or which might cause, either individually or in the aggregate, a Material Adverse Effect. The foregoing includes to the Company’s knowledge, actions pending or threatened involving the prior employment of any of the Company’s employees or consultants, their use in connection with the Company’s business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party to any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate. The Company is not in default with respect to any order, writ, injunction or decree known to or served upon the Company of any court or of any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign.

(h)Proceeds. The Company shall use the Total Purchase Price paid for the Shares solely for to finance the business of the Company and for general working capital purposes.

(i)Brokers. The Company has not agreed or become obligated to pay, or has taken any action that might result in any person or entity claiming to be entitled to receive, any brokerage commission, finder’s fee or similar commission or fee in connection with the transactions contemplated by this Agreement.

3. Representations and Warranties of the Investor.

(a)Exempt Transaction; Restricted Securities. The Investor understands that the Shares are being offered and sold in reliance on one or more exemptions from registration provided for under the Act, and that the Company’s reliance upon such exemptions is predicated, in part, upon the Investor’s representations and warranties set forth in this Agreement.The Investor understands that the Shares are “restricted securities” as such term is defined in Rule 144 promulgated under the Act (“Rule 144”). The Investor understands that the Investor may resell the Shares pursuant to Rule 144 only after the satisfaction of certain requirements, including the requirement that the Shares be held for at least one year prior to resale.

(b)Investment Intent; Accreditation; Authority. The Investor is acquiring the Shares for investment for the Investor’s own account, not as nominee or agent, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. The Investor is an “accredited investor” within the meaning of the Act. The Investor has the full right, power, authority and capacity to enter into and perform this Agreement, the terms of this Agreement constitute valid and binding obligations of the Investor enforceable in accordance with their terms, except as the same may be limited by equitable principles and by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights.

(c)Knowledge and Experience.  The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Investor’s investment in the Shares and has the ability to bear the economic risks of such investment.

(d)Domicile. The Investor is a bona fide resident and domiciliary (not a temporary or transient resident) of the jurisdiction indicated in Section 5(l) and the Investor has no present intention of becoming a resident of any other state or jurisdiction.

4. Restrictive Legends and Stop-Transfer Orders.

(a)Legend. The stock certificate representing the Shares shall bear the following legend or similar legend (as well as any legends required by applicable state and federal corporate and securities laws):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

(b)Removal of Legend and Transfer Restrictions.  Any legend endorsed on a certificate pursuant to this Section 4 and the stop transfer instructions with respect to such legended Shares shall be removed, and the Company shall issue a certificate without such legend to the holder of such Shares if such Shares are registered under the Act and a prospectus meeting the requirements of Section 10 of the Act is available, if such holder satisfies the requirements of Rule 144(k) or if such holder provides the Company with an opinion of counsel for such holder of the Shares, reasonably satisfactory to the Company, to the effect that a sale, transfer or assignment of such Shares may be made without registration.

5. General Provisions.

(a)Further Assurances. Each party shall execute or cause to be delivered to each other party hereto such instruments and other documents, and shall take such other actions, as such other party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

(b)Binding Effect. This Agreement and the transactions and other agreements contemplated hereby will be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, administrators, successors, and permitted assigns.

(c)Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Oregon.

(d)Entire Agreement. This Agreement contain the entire agreement with respect to the transactions contemplated by this Agreement and supersedes all prior and contemporaneous agreements between the Investor and the Company with respect to such transactions.

(e)Amendment. This Agreement may not be modified or amended except by the written agreement of the party against whom enforcement is sought.

(f)Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each term or provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.

(g)Waiver. Failure of any party at any time to require performance of any provision of this Agreement will not limit such party’s right to enforce such provision, nor will any waiver of any breach of any provision of this Agreement constitute a waiver of any succeeding breach of such provision or a waiver of such provision itself.

(h)Attorneys’ Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under the U.S. Bankruptcy Code) is instituted to enforce or interpret any provision of this Agreement or in connection with any dispute hereunder, the prevailing party will be entitled to recover such amount as the court may adjudge reasonable as attorneys’ fees and all other fees, costs, and expenses of litigation at trial or any appeal or review, in addition to all other amounts provided by law.

(i)Counterparts and Facsimile Delivery. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any signature page delivered by facsimile transmission shall be binding to the same extent as an original signature page, with regard to any agreement subject to the terms hereof or any amendment thereto. Any party who delivers such a signature page agrees to later deliver an original counterpart to the other party upon request.

(j)Construction. The parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of this Agreement.

(k)Notices, Etc. All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given and served for all purposes when personally delivered, three business days after a writing is deposited in the United States mail, first class postage prepaid, or one business day after a writing is deposited with a nationally recognized overnight courier service for overnight delivery, delivery fees prepaid if to the Investor: ___________________________________________________________ or if to the Company P.O. Box 2900, Wilsonville, OR 97070, Attention: William Fleming.

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	The parties have executed this Stock Purchase Agreement as of the Effective Date.
A-FEM MEDICAL CORPORATION By: /s/ William H. Fleming       (signature) Name: William H. Fleming       (please print) Its: Secretary     (please print) Date: March 15, 2005   (please print)		/s/ Evan Levine             EVAN LEVINE, AS CUSTODIAN FOR NATHANIEL LEVINE Date: November 16, 2004         (please print)

EX-99.7(10)

Exhibit 7.10

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of July 08, 2005 by and between Doug McKay, an Oregon resident (the “Seller”) and each of the buyers set forth on Exhibit A hereto (each a "Buyer" and collectively, the “Buyers”).

RECITALS

1.The Seller is the beneficial and record owner of an aggregate of 900,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of A-Fem Medical Corp. (the “Issuer”). The Seller now wishes to sell, transfer and assign 900,000 shares of Common Stock (the “Shares”) to the Buyers.

2.The Buyers desire to purchase from the Seller, and the Seller desires to sell to the Buyers, the Sellers’ entire right, title and interest in and to the Shares, in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the representations, warranties and agreements contained herein and for other good and valuable consideration, the receipt and legal adequacy of which is hereby acknowledged, the parties agree:

1. Agreement to Purchase.

The Buyers hereby agree to purchase, and the Seller hereby agrees to sell, the Shares pursuant to the casdfonditions set forth herein. The aggregate purchase price of the Shares being sold to the Buyers hereunder is $225,000 (the “Purchase Price”), at a price per share equal to $.0.25. The Buyers shall deliver to the Seller the Purchase Price according to instructions provided by the Seller.

2.Representations, Warranties and Covenants of the Buyers. Each Buyer represents and warrants to the Seller, and covenants for the benefit of the Seller, with respect solely to itself and not with respect to any other Buyer, as follows:

(a)Each Buyer is an "accredited investor" as defined under Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act");

(b)The Buyer is acquiring the Shares for its own account and not with a view to any distribution of the Shares in violation of the Securities Act;

(c)Each Buyer acknowledges that it has significant prior investment experience, including investment in non-listed and non-registered securities, and that such Buyer recognizes the highly speculative nature of this investment. Each Buyer represents that it has been furnished with all documents and other information regarding the Issuer that such Buyer had requested or desired to know and all other documents which could be reasonably provided have been made available for such Buyer’s inspection and review;

(d)Each Buyer acknowledges that the Shares have not been passed upon or reviewed by the Securities and Exchange Commission. Each Buyer agrees that it will not sell, transfer or otherwise dispose of any of the Shares until they are registered under the Securities Act, or unless an exemption from such registration is available;

(e)This Agreement constitutes a valid and binding agreement and obligation of each Buyer enforceable against such Buyer in accordance with its terms, subject to limitations on enforcement by general principles of equity and bankruptcy or other laws affecting the enforcement of creditors' rights generally; and

(f)This Agreement has been duly authorized, validly executed and delivered on behalf of such Buyer, and such Buyer has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder.

3.Representations, Warranties and Covenants of the Seller. The Seller represents and warrants to the Buyers, and covenants for the benefit of the Buyers, as follows:

(a)The offer and sale of the Shares is exempt from registration under the Securities Act pursuant to an exemption thereunder;

(b)The Seller is not, and has not been at any time during the twelve-month period preceding the date of this Agreement, an “affiliate” of the Issuer, as the term “affiliate” is defined in Rule 144(a)(1);

(c)The Seller has not held beneficial ownership of the Shares for greater than one (1) year;

(d)This Agreement has been duly authorized, validly executed and delivered on behalf of the Seller and is a valid and binding agreement and obligation of the Seller enforceable against the Seller 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 Seller has full power and authority to execute and deliver this Agreement and the other agreements and documents contemplated hereby and to perform its obligations hereunder and thereunder; and

(e)The Seller is the legal, beneficial and registered owner of the Shares, free and clear of any liens, charges or encumbrances. Upon payment of the Purchase Price, the Buyers will acquire all right, title and interest in the Shares, free and clear of all liens, charges or encumbrances.

4.Conditions Precedent to the Obligations of the Seller to Sell the Shares. The obligation hereunder of the Seller to sell the Shares to the Buyers is subject to the satisfaction or waiver, on or before the Closing, of each of the conditions set forth below. These conditions are for the Sellers’ sole benefit and may be waived by the Seller at any time in their sole discretion.

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(a)This Agreement shall have been executed by the Buyers and delivered to the Seller;

(b)The representations and warranties of the Buyers shall be true and correct in all material respects as of the date when made and as of the Closing; and

(c) The Purchase Price for the Shares has been delivered to the Seller.

5.Conditions Precedent to the Obligation of the Buyers to Purchase the Shares. The obligation hereunder of the Buyers to purchase the Shares is subject to the satisfaction or waiver, at or before the Closing, of each of the conditions set forth below. These conditions are for the Buyers’ sole benefit and may be waived by the Buyers at any time in their sole discretion:

(a)This Agreement shall have been executed by the Seller and delivered to the Buyers;

(b)The representations and warranties of the Seller shall be true and correct in all material respects as of the date when made and as of the Closing; and

(c)The Seller shall have delivered or cause to be delivered, to the Buyers the certificates representing the Shares being acquired by the Buyers together with all executed stock power(s) and assignment documents as of the date first written above.

6.Binding Effect; Assignment. This Agreement is not assignable by the Seller or the Buyers without the prior written consent of the other party. This Agreement and the provisions hereof shall be binding and shall inure to the benefit of the Seller and its successors and permitted assigns with respect to the obligations of the Buyers under this Agreement, and to the benefit of the Buyers and its successors and permitted assigns with respect to the obligations of the Seller under this Agreement.

7.Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

8.Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior and/or contemporaneous oral or written proposals or agreements relating thereto all of which are merged herein. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a written amendment signed by both of the parties.

9.Survival. The representations and warranties of the Seller and the Buyer shall survive the Closing hereunder.

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IN WITNESS WHEREOF, this Agreement was duly executed on the date first written above.

SELLER:

/s/Doug McKay                                                 

DOUG MCKAY

BUYER:

SHERBROOKE PARTNERS, LLC

By:/s/ Matthew Balk                                                     

Name: Matthew Balk

Title: Managing Member

BUYER:

MARK CAPITAL, LLC

By:/s/ Evan Levine                                                       

Name: Evan Levine

Title: Managing Member  

BUYER:

/s/Brian Corday                                                 

BRIAN CORDAY

BUYER:

/s/Caroline A. Levine                                      

CAROLINE A. LEVINE

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Exhibit A

	Buyers
Name	# Shares Purchased	Aggregate Purchase Price
Sherbrooke Partners LLC	300,000	$75,000
Mark Capital, LLC	150,000	$37,500
Brian Corday	300,000	$75,000
Caroline A. Levine	150,000	$75,000
	Seller
Name	# Shares Sold	Aggregate Funds Received
Doug McKay	900,000	$225,000

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