STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this Agreement) is between A-Fem Medical Corporation, a Nevada corporation (the Company), and Matthew Balk, as custodian for David Balk (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 Sixty Thousand (160,000) 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 Eight Thousand Dollars ($8,000.00) (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.

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