$3.00 Uses in Call Clause

Call from Warrant

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission, the Issuer may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) a registration statement under the Securities Act providing for the resale of the (i) Warrant Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock which are not saleable in the public securities market pursuant to the exemption from registration under the Securities Act provided by Rule 144(b) of the Securities Act (the "Registration Statement") is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other national securities exchange or market on which the Common Stock is trading) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares prior to the Early Termination Date, the Issuer shall remit to the Holder of this Warrant (i) $.01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding the above, the Issuer may not issue a Call Notice unless Section 8 hereof permits the Holder to exercise this Warrant in full at all times during the Call Notice Period.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission, the Issuer may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) a registration statement under the Securities Act providing for the resale of the (i) Warrant Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock which are not saleable in the public securities market pursuant to the exemption from registration under the Securities Act provided by Rule 144(b) of the Securities Act (the "Registration Statement") is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other national securities exchange or market on which the Common Stock is trading) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares prior to the Early Termination Date, the Issuer shall remit to the Holder of this Warrant (i) $.01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding the above, the Issuer may not issue a Call Notice unless Section 8 hereof permits the Holder to exercise this Warrant in full at all times during the Call Notice Period.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS, OR FLO CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant by providing the Holder of this Warrant written notice pursuant to Section 13 (the Call Notice) if the Per Share Market Value of the Common Stock has been equal to or greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice. The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the Called Warrant Shares) shall expire on the 10th Trading Day after the Holder receives the Call Notice (the Early Termination Date) if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (1) $0.01 per Called Warrant Share and (2) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. The Issuer may not provide a Call Notice, and any attempt to issue a Call Notice or require the cancellation of this Warrant shall be voidable, to the extent that: (V) a Holder would be unable, pursuant to Section 7, to exercise the Warrant; or (W) the Holder is in possession of any information provided by the Issuer to the Holder that constitutes, or reasonably might constitute, material non-public information; (X) the Issuer has failed to honor any attempted exercise of the Warrants as of 6:30 p.m. New York City time on the date of the Call Notice; (Y) at any time between the date of the Call Notice and Early Termination Date the Common Stock is neither listed on a securities exchange or market nor quoted on the OTC Bulletin Board or the Pink Sheets, LLC (or similar organization or agency succeeding to its functions of reporting prices) and the average daily volume for such measurement period exceeds $100,000 per Trading Day; or (Z) the issuance of the Warrant Stock would cause a breach of the covenants in Sections 3(a) or 3(c).

Call from Warrant

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission, the Issuer may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period"); (B) a registration statement under the Securities Act providing for the resale of the (i) Warrant Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuer's Series A Preferred Stock which are not saleable in the public securities market pursuant to the exemption from registration under the Securities Act provided by Rule 144(k) of the Securities Act (the "Registration Statement") is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other national securities exchange or market on which the Common Stock is trading) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares prior to the Early Termination Date, the Issuer shall remit to the Holder of this Warrant (i) $.01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding the above, the Issuer may not issue a Call Notice unless Section 8 hereof permits the Holder to exercise this Warrant in full at all times during the Call Notice Period.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT) OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR QUANTRX BIOMEDICAL CORPORATION SHALL HAVE RECEIVED AN OPINION OF ITS COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing one (1) year following the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission, the Issuer may call up to one hundred percent (100%) of this Warrant then still outstanding by providing the Holder of this Warrant written notice pursuant to Section 13 (the Call Notice); provided, that, in connection with any call by the Issuer under this Section 7, (A) the Per Share Market Value of the Common Stock has been greater than $3.00 for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a Call Notice Period); (B) a registration statement under the Securities Act providing for the resale of the (i) Warrant Stock and (ii) the shares of Common Stock and the shares of Common Stock issuable upon conversion of the Issuers Series A Preferred Stock which are not saleable in the public securities market pursuant to the exemption from registration under the Securities Act provided by Rule 144(k) of Regulation D, issued pursuant to the Purchase Agreement, (the Registration Statement) is then in effect and has been effective, without lapse or suspension of any kind, for a period of sixty (60) consecutive calendar days, (C) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading) and (D) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Loan Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement must be effective from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the Early Termination Date). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the Called Warrant Shares) shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (i) $.01 per Called Warrant Share and (ii) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing at any time following the effective date of the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series A Preferred Stock issued pursuant to the Purchase Agreement (the Registration Statement), the Issuer, at its option, may call (a Call) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a KL2:2446074.2 "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (ii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement ) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (1) the date the Holder exercises the Warrant pursuant to the Call Notice and (2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant S tock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing at any time following the effective date of the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series A Preferred Stock issued pursuant to the Purchase Agreement (the Registration Statement), the Issuer, at its option, may call (a Call) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (ii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement ) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (1) the date the Holder exercises the Warrant pursuant to the Call Notice and (2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant S tock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing at any time following the effective date of the registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series A Preferred Stock issued pursuant to the Purchase Agreement (the Registration Statement), the Issuer, at its option, may call (a Call) up to one hundred percent (100%) of this Warrant if (A) the average VWAP of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of thirty (30) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") and (B) the trading volume of the Common Stock for each Trading Day of such thirty (30) Trading Day period exceeds 75,000 shares of Common Stock, by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (i) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of thirty (30) consecutive calendar days, (ii) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board (or other exchange or market on which the Common Stock is trading), (iii) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement ) and (iv) the Issuer is not in possession of material non-public information; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (1) the date the Holder exercises the Warrant pursuant to the Call Notice and (2) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant S tock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate. Notwithstanding anything in the foregoing to the contrary, if the Holder may not exercise this Warrant as a result of the restrictions contained in Section 7 hereof, the Call Notice shall be deemed null and void and shall not be deemed effective until the date that the Holder may exercise this Warrant in accordance with Section 7 hereof.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL TO THE HOLDER OF THE SECURITIES (UNLESS THE ISSUER IN ITS SOLE DISCRETION DETERMINES TO USE ITS OWN COUNSEL), WITH ANY SUCH COUNSEL TO THE HOLDER AND ANY SUCH OPINION OF SUCH COUNSEL TO BE REASONABLY ACCEPTABLE TO THE ISSUER, THAT REGISTRATION OF SUCH NOTE UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing twelve (12) months following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series A Preferred Stock issued pursuant to the Purchase Agreement (the Registration Statement), the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of twenty (20) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, that (a) the Registration Statement is then in effect and has been effective, without lapse or suspension of any kind, for a period of 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board and (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement); provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the event this Warrant is not exercised with respect t o the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.

Call

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR HEALTH SCIENCES GROUP, INC. SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO HEALTH SCIENCES GROUP, INC. THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

Call. Notwithstanding anything herein to the contrary, commencing ninety (90) days following the effective date of a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series B Preferred Stock issued pursuant to the Purchase Agreement, the Issuer, at its option, may call up to one hundred percent (100%) of this Warrant if the Per Share Market Value of the Common Stock has been greater than $3.00 (as may be adjusted for any stock splits or combinations of the Common Stock) for a period of fifteen (15) consecutive Trading Days immediately prior to the date of delivery of the Call Notice (a "Call Notice Period") by providing the Holder of this Warrant written notice pursuant to Section 13 (the "Call Notice"); provided, tha t (a) a registration statement under the Securities Act providing for the resale of the Warrant Stock and the shares of Common Stock issuable upon conversion of the Issuers Series B Preferred Stock issued pursuant to the Purchase Agreement (the Registration Statement) is then in effect and has been effective, without lapse or suspension of any kind, for a period of 60 consecutive calendar days, (b) trading in the Common Stock shall not have been suspended by the Securities and Exchange Commission or the OTC Bulletin Board, (c) the Issuer is in material compliance with the terms and conditions of this Warrant and the other Transaction Documents (as defined in the Purchase Agreement) and (d) the average daily trading volume of the Common Stock for the ten (10) Trading Days preceding the date of the Call Notice is equal to or greater than 150,000 shares of Common Stock; provided, further, that the Registration Statement is in effect from the date of delivery of the Call Notice until the date which is the later of (i) the date the Holder exercises the Warrant pursuant to the Call Notice and (ii) the 20th day after the Holder receives the Call Notice (the "Early Termination Date"). The rights and privileges granted pursuant to this Warrant with respect to the shares of Warrant Stock subject to the Call Notice (the "Called Warrant Shares") shall expire on the Early Termination Date if this Warrant is not exercised with respect to such Called Warrant Shares prior to such Early Termination Date. In the even t this Warrant is not exercised with respect to the Called Warrant Shares, the Issuer shall remit to the Holder of this Warrant (A) $.01 per Called Warrant Share and (B) a new Warrant representing the number of shares of Warrant Stock, if any, which shall not have been subject to the Call Notice upon the Holder tendering to the Issuer the applicable Warrant certificate.