0000929638-06-000138 Sample Contracts

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • Oregon

This Stock Purchase Agreement (this “Agreement”) is between A-Fem Medical Corporation, a Nevada corporation (the “Company”), and Sherbrooke Partners, 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”).

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CO-SALE RIGHTS AGREEMENT
Co-Sale Rights Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • Oregon

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”).

STOCK AND WARRANT PURCHASE AGREEMENT
Stock and Warrant Purchase Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • Oregon

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.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • Oregon

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 Exhibit A hereto (each an “Investor”).

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus • New York

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”).

JOINT FILING AGREEMENT
Joint Filing Agreement • March 29th, 2006 • Sherbrooke Partners, LLC • Surgical & medical instruments & apparatus

This Joint Filing Agreement, dated as of March 29, 2006, is by and between Matthew Balk, an individual, and Sherbrooke Partners, LLC, a Delaware limited liability company (together, the “Joint Filers”).

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