10QSB

                     U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB
(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934

        For the quarterly period ended June 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                    OF 1934

        For the transition period from _______________ to ________________

        Commission file no. 0-24921

                          Power3 Medical Products, Inc.
                 (Name of small business issuer in its charter)

         New York                                        65-0565144
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)


3400 Research Forest Drive
Woodlands, Texas                                           77381
(Address of principal executive offices)                 (Zip Code)

                                 (281) 466-1600
                (Issuer's Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Exchange Act:

                                      None

Securities registered under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 par value
                                (Title of class)

        As of August 15, 2004, there were 52,422,930 shares of voting common stock
of the registrant issued and outstanding. In addition, there are 15,000,000
shares that are pending issuance to Advanced Bio/Chem, Inc. (the "Predecessor")
The registrant also has 3,780,000 shares of Series A Preferred Stock outstanding
and 3,000,000 shares of Series B Preferred Stock outstanding.

        Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]




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                                      INDEX


Part I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

        Condensed Consolidated Balance Sheet                           4

        Condensed Consolidated Statements of Operations                5

        Condensed Consolidated Statements of Cash Flows                6

        Notes to Condensed Consolidated Financial Statements           7

Item 2. Management's Discussion and Analysis of Financial              11
        Condition and Results of Operations

Part II. OTHER INFORMATION

Item 1. Legal Proceedings                                              18

Item 2. Changes in Securities                                          19

Item 3. Defaults Upon Senior Securities                                20

Item 4. Submission of Matters to a Vote of Security Holders            20

Item 5. Controls and Procedures                                        20

Item 6. Exhibits and Reports on Form 8-K                               20

SIGNATURES                                                             21




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                          PART I. FINANCIAL INFORMATION


This Report contains certain forward-looking statements of the intentions,
hopes, beliefs, expectations, strategies, and predictions of Power3 Medical
Products, Inc. or its management with respect to future activities or other
future events or conditions within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. These statements are usually identified by the use of words such as
"believes," "will," "anticipates," "estimates," "expects," "projects," "plans,"
"intends," "should," "could," or similar expressions. Investors are cautioned
that all forward-looking statements involve risks and uncertainty, including,
without limitation, variations in quarterly results, volatility of Power3
Medical Products, Inc.'s stock price, development by competitors of new or
competitive products or services, the entry into the market by new competitors,
the sufficiency of Power3 Medical Products, Inc.'s working capital and the
ability of Power3 Medical Products, Inc. to retain management, to implement its
business strategy, to assimilate and integrate any acquisitions, to retain
customers or attract customers from other businesses and to successfully defend
itself in ongoing and future litigation. Although Power3 Medical Products, Inc.
believes that the assumptions underlying the forward-looking statements
contained in this Report are reasonable, any of the assumptions could be
inaccurate, and, therefore, there can be no assurance that the forward-looking
statements included in this Report will prove to be accurate. In light of the
significant uncertainties inherent in the forward-looking statements included in
this Report, the inclusion of such information should not be regarded as a
representation by Power3 Medical Products, Inc. or any other person that the
objectives and plans of Power3 Medical Products, Inc. will be achieved. Except
for its ongoing obligation to disclose material information as required by the
federal securities laws, Power3 Medical Products, Inc. undertakes no obligation
to release publicly any revisions to any forward-looking statements to reflect
events or circumstances after the date of this Report or to reflect the
occurrence of unanticipated events. Accordingly, the reader should not rely on
forward-looking statements, because they are subject to known and unknown risks,
uncertainties, and other factors that may cause our actual results to differ
materially from those contemplated by the forward-looking statements




                                       3




Item 1. Financial Statements

                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                      Condensed Consolidated Balance Sheet
                                    30-Jun-04
                                   (Unaudited)

                                ASSETS
Current Assets:
  Cash                                                         $     83,877
  Accounts receivable (net of allowance for
    doubtful accounts of $0.00)                                      13,600
  Other current assets                                                7,853 
    Total Current Assets                                            105,330

Furniture and equipment - net                                       119,001

Intangible assets - net                                              32,554 

TOTAL ASSETS                                                   $    256,885
                                                               =============

                LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilities:
  Accounts payable and accrued liabilities                     $    473,708
  Notes payable                                                      20,000
  Due to affiliate                                                   28,068 
    Total Current Liabilities                                       521,776 

Stockholders (Deficit):
   Preferred Class A Stock (par value of $.001)                       3,870
   Preferred Class B Stock (par value of $.001)                       3,000
   Common stock  (par value of $.001)                                67,423
   Common stock issuable  (par value of $.001)                      165,000
   Additional paid-in capital                                    36,986,024
   Deferred compensation                                           (512,500)
   Deficit accumulated during the development stage             (36,977,708)
    Total Stockholders' (Deficit)                                  (264,891)

TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)                  $    256,885
                                                               =============

See the accompanying notes to the condensed consolidated financial statements.




                                       4




                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)


                                     Power3 Medical
                                      Products, Inc.                                    Predecessor Business

                                     For the period
                                      May 18, 2004
                                        (date of       For the Period      For the Three      For the Period     For the Six
                                     acquisition) to   April 1, 2004 to     Months Ended    January 1, 2004 to   Months Ended
                                      June 30, 2004     May 17, 2004       June 30, 2003       May 17, 2004     June 30, 2003

Revenues                              $     13,600      $      3,525        $    55,240       $   141,362       $   191,794

Costs and expenses:
  Stock based compensation              36,772,500                 -                  -                 -                 -
  Interest                                       -             4,498             49,763            56,440            96,831
  Other selling, general and
    administrative expenses                218,808           168,285            334,221           333,942           528,406 
Total costs and expenses                36,991,308           172,783            383,984           390,382           625,237 

Net (loss)                            $(36,977,708)     $   (169,258)       $  (328,744)      $  (249,020)      $  (433,443)
                                      =============     =============       ============      ============      ============

Per share information - basic
    and fully diluted

Net (loss) per share                  $      (0.55)     $      (0.01)       $     (0.05)      $     (0.02)      $     (0.06)
                                      =============     =============       ============      ============      ============

Weighted average shares outstanding     67,422,930        13,247,801          7,280,000        12,179,564         7,280,000
                                      =============     =============       ============      ============      ============

See the accompanying notes to the condensed consolidated financial statements.









                          Power3 Medical Products, Inc.
                         ( A Development Stage Company)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                     Power3 Medical
                                      Products, Inc.          Predecessor Business

                                     For the period
                                      May 18, 2004
                                        (date of         For the Period       For the Six
                                     acquisition) to   January 1, 2004 to     Months Ended
                                      June 30, 2004       May 17, 2004        June 30, 2003

Net cash provided by (used in)
  operating activities                $    4,000          $  (510,880)         $ (425,761)

Net cash provided by (used in)
  investing activities                   (15,220)              13,847               2,777

Net cash provided by financing
  activities                              95,000              508,430             471,980 

Increase (decrease) in cash               83,780               11,397              48,996

Cash (cash overdraft), beginning
  of period                                   97               (7,498)             19,175 

Cash, end of period                   $   83,877          $     3,899         $    68,171
                                      ===========         ============        ============

See the accompanying notes to the condensed consolidated financial statements.




                                       6




POWER3 MEDICAL PRODUCTS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(UNAUDITED)

(1) Nature of operations and Basis of Presentation

Prior to May 18, 2004, Power 3 Medical Products, Inc. ("Power 3") formally known
as Surgical Safety Products, was engaged in product development, sales and
distribution and services for the healthcare industry. The Company had limited
business activity during 2003 and 2002. Subsequent to the business combination
on May 18, 2004 (as described below), the overall mission of Power3 was changed,
whereby Power 3 is currently engaged in the early detection, monitoring, and
targeting of diseases through the analysis of proteins. Power 3's business
objective currently is to focus on disease diagnosis, protein and biomarkers
identification, and drug resistance in the areas of cancers, neurodegenerative
and neuromuscular diseases.

During the period April 1, 2004 to May 17, 2004, Power 3 had the following
significant transactions:

        o On April 27, 2004, Power3 Medical Products, Inc issued 1,023,334
          restricted common shares to Southbank Capital, Focus Partners,
          and UTEK Corporation.

        o On May 7, 2004, Power3 Medical Products, Inc authorized payment
          of $21,600 and issuance of 50,000 restricted common shares to Dr.
          Gray Bowen Swor in settlement of outstanding debts of $25,000.
          These restricted shares were issued on May 10, 2004

        o On May 7, 2004, Power3 Medical Products, Inc authorized payment
          of $25,533 and issuance of 250,000 restricted common shares to
          Dr. G Michael Swor in settlement of outstanding notes,
          shareholder advances and unpaid salary totaling $210,633. These
          restricted shares were issued on May 10, 2004

        o On May 15, 2004, Core Concepts, Inc. converted shareholder
          advances of $105,775 to Power3 Medical Products, Inc restricted
          common shares at a rate of $0.75 per common shares for a total of
          141,033 common shares. These restricted shares were issued on May
          17, 2004.

        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance
          of 1,000,000 common shares to Emeritus Group LP for consulting
          services rendered. These shares were issued on May 27, 2004.

        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance
          of 1,500,000 common shares to South Shore Harbor Group LP LLLP
          for consulting services rendered. These shares were issued on May
          27, 2004.




                                       7




        o On May 17, 2004, Power3 Medical Products, Inc authorized issuance
          of 2,000,000 common shares to Arborerest Assets LP LLLP for
          consulting services rendered. These shares were issued on June 3,
          2004.

        o Certain liabilities to IBM and Sarasota Memorial Hospital were
          settled for $20,000 and $50,000, respectively when an affiliate
          of a Series A preferred stockholder infused $70,000. As a result
          thereof, the Company has agreed to issue an indeterminate number
          of shares of its common stock to this individual and accordingly,
          the aforementioned amount has been included in common stock
          issuable in the accompanying consolidated balance sheet.

On May 18, 2004, Power 3 executed an Asset Purchase Agreement (the "Agreement")
to purchase all of the assets of Advanced Bio/Chem, Inc. (the "Predecessor") and
assume certain of its liabilities in exchange for 15,000,000 shares of its
common stock. For financial statement purposes, the transaction has been treated
as a recapitalization of the equity structure; therefore the accumulated
deficits of Power 3 and the Predecessor prior to the date of the transaction
were eliminated and the accompanying consolidated statement of operations is for
the period May 18, 2004 to June 30, 2004. Also, no stock based expenses were
recorded as a result of this transaction, and the assets and liabilities of
Power 3 and the Predecessor were combined based on their historical costs.

Since Power 3's planned principal operations have not yet commenced, it is
considered to be in the development stage as defined in Financial Accounting
Standards Board Statement No. 7. Accordingly, some of its accounting policies
and procedures have not yet been established.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of
Power3 Medical Products, Inc., a New York Corporation and its wholly owned
subsidiary Power3 Medical, Inc., a Nevada Corporation (collectively "the
Company"). All inter-company transactions and balances have been eliminated in
consolidation.

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America
("GAAP") for interim financial information and Item 310(b) of Regulation S-B.
They do not include all of the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring adjustments) considered necessary for a fair
presentation have been included. The results of operations for the periods
presented are not necessarily indicative of the results to be expected for the
full year. For further information, refer to the consolidated financial
statements of the Predecessor as of and for the years ended December 31, 2003
and 2002, including notes thereto included in the Company's Form 8-K/A dated May




                                       8




18, 2004, and/or the consolidated financial statements of the Company as of
December 31, 2003 and for the years ended December 31, 2003 and 2002, including
notes thereto included in the Company's Form 10-KSB.

Use of Estimates

The preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America requires management to make
certain estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements. The reported amounts of revenues and expenses
during the reporting period may be affected by the estimates and assumptions
management is required to make. Actual results could differ from those
estimates.

Going Concern

The Company's consolidated financial statements are presented on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company is in the development
stage, has stockholder and working capital deficits of $264,891 and $416,446
respectively as of June 30, 2004 and will require a significant amount of
capital to proceed with its business plan. The Company's ability to continue as
a going concern is contingent upon its ability to attain profitable operations
by securing financing and implementing its business plan. Also, the Company's
ability to continue as a going concern must be considered in light of the
problems, expenses and complications often encountered by entrance into the
competitive environment in which the Company operates. These factors, among
others, indicate that the Company may be unable to continue as a going concern
for a reasonable period of time. The Company's financial statements do not
include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and classification of liabilities that
might be necessary should it be unable to continue as a going concern.

(2) Net Loss Per Share

The Company calculates net income (loss) per share as required by SFAS No. 128,
"Earnings per Share." Basic earnings (loss) per share is calculated by dividing
net income (loss) by the weighted average number of common shares outstanding
for the period. Diluted earnings (loss) per share is calculated by dividing net
income (loss) by the weighted average number of common shares and dilutive
common stock equivalents outstanding. For purposes of computing weighted average
shares outstanding, the Company generally includes shares that are contractually
required to be issued (e.g. the 15,000,000 shares that are to be issued to the
Predecessor were assumed to be outstanding as of May 18, 2004, or the effective
date of the recapitalization referenced above). During the periods when they
would be anti-dilutive common stock equivalents, if any, are not considered in
the computation.

(3) Income Taxes

The Company accounts for income taxes under Statement of Financial Accounting
Standards No. 109 (FAS 109), "Accounting for Income Taxes", which requires use




                                       9




of the liability method. FAS 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax bases of
assets and liabilities and their carrying amounts for financial reporting
purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted
tax rates applied to taxable income in the periods in which the deferred tax
assets and liabilities are expected to be settled, or realized.

The Company's deferred tax asset resulting primarily from net operating loss
carryforwards is fully offset by a valuation allowance. The Company has recorded
a valuation allowance to state its deferred tax assets at estimated net
realizable value due to the uncertainty related to realization of these assets
through future taxable income.

(4) Commitments

Lease

On June 1, 2004, the Predecessor entered a lease having a term of sixty three
months and requiring base monthly minimum lease payments ranging from
approximately $6,000 to $9,600 (exclusive of the first three months for which no
rent was stipulated). The Company anticipates that it will assume this lease in
the third quarter of calendar 2004. In addition to the base minimum rental
payments above, the lease will obligate the Company to pay all operating
expenses (as defined) and to issue shares of its common stock having an initial
value of $25,000 to secure its obligations under the lease. In addition, if at
any time, the value of the shares falls below $25,000 then the Company will be
obligated to issue additional shares of its stock to the extent that the value
of the shares to be held in escrow by the lessor is never less than $25,000. The
lease contains a provision which allows the Company to extend the lease for two
additional terms of sixty months.

Employment Agreements

Effective May 18, 2004, the Company entered two five year employment agreements
and one three year employment agreement with certain officers that require total
minimum base compensation of approximately $500,000 per annum for the first
three years, and $380,000 for the remaining two years, as well as other benefits
and opportunities for bonuses as defined in the agreements. In addition to this
base compensation, the officers received (in total) 26,640,000 shares of common
stock and 3,000,000 shares of Series B preferred stock (which shares are
initially convertible into a like number of common shares). Because these shares
vest immediately, the fair value of the shares of $26,676,000 has been included
in stock based compensation in the accompanying consolidated statement of
operations for the period May 18, 2004 (date of acquisition) to June 30, 2004.

Consulting Agreements

On June 22, 2004, the Company engaged a public relations firm to provide such
services for a period of one year. As consideration for these services, in July
2004, the Company issued 125,000 shares of its common stock to this entity. As a




                                       10




result thereof, the Company has recorded deferred compensation of $262,500 at
June 30, 2004, which amount was based on the number of shares issued and the
market value of the Company's common stock on the date of the agreement. The
deferred compensation will be amortized to stock based expense over the term of
the consulting agreement.

In June 2004, Company entered a consulting agreement having an initial term of
one year with an investor relations consultant that is related to the Company.
As consideration for services to be rendered under the agreement, the consultant
is to receive 125,000 shares of the Company's common stock (which shares were
issued in July 2004) and a monthly retainer of $5,000. The agreement, which may
be canceled upon sixty days written notice, automatically renews on a month to
month basis after the initial term of the lease, if no such notice is provided.
The Company has recorded deferred compensation of $250,000 at June 30, 2004,
which amount was based on the number of shares issued and the market value of
the Company's common stock on the date of the agreement. The deferred
compensation will be amortized to stock based expense over the term of the
consulting agreement.

(5) Other Related Party Transactions

The balance of the Due to Affiliate represents amounts advanced by the
Predecessor. The advances are non-interest bearing, unsecured and due on demand.

In addition to the common shares issued to the officers under the employment
agreements discussed above, the Company has issued 10,985,000 shares of its
common stock to certain other employees, directors, advisors and members of its
Scientific Advisory Board. Because these shares vest immediately, the fair value
of the shares of $9,886,500 has been included in stock based compensation in the
accompanying consolidated statement of operations for the period May 18, 2004
(date of acquisition) to June 30, 2004.

In June 2004, the Company agreed to issue 100,000 shares of its common stock to
a related entity for services provided by such entity prior to June 30, 2004.
The common shares had a value of $210,000 on the date of the agreement, and
accordingly such amount has been included in stock based compensation in the
accompanying consolidated statement of operations for the period May 18, 2004
(date of acquisition) to June 30, 2004. The shares were issued in July 2004.

(6) Preferred Stock

At June 2004, the Company has the following preferred shares outstanding:

        o 3,870,000 shares of Series A preferred stock, which was
          previously included on the books and records of Power 3. Prior to
          May 18, 2004 (date of acquisition) the shares were convertible
          into ten shares of the Company's common stock, however, in
          connection with the recapitalization discussed above, such
          conversion privilege was changed to disallow any conversions
          prior to October 31, 2004 and the conversion rate was reduced to
          .7752 shares of common stock for each share of preferred stock
          converted. The shares have various preferences as to any
          dividends declared and a liquidation preference of $.10 per share
          ($387,000 at June 30, 2004).




                                       11




        o 3,000,000 shares of Series B preferred stock that were issued to
          two officers pursuant to their employment agreements. The shares,
          which are initially convertible into one share of common stock
          for each preferred share converted, have the number of votes
          equal to the votes of all outstanding shares of common stock plus
          one additional vote such that the holders of these preferred
          shares will always constitute a majority of the voting rights of
          the Company.

(7) Other Equity Transactions

The Company has issued 400,000 warrants to various members of its Scientific
Advisory Board which entitles the holders to purchase 300,000 shares of common
stock for market value as of the date the holder joined the Scientific Advisory
Board and 100,000 for a $1.00 per share. The warrants expire in 2007.

The Company has entered into a Securities Purchase Agreement with an
institutional investor covering the purchase of up to $1,500,000 of restricted
common stock at various prices. As of June 30, 2004, $95,000 was advanced under
the terms of this agreement. The amount is included in common stock issuable in
the accompanying consolidated balance sheet.

(8) Subsequent Events

Management has made decision to recommend to the Board of Directors that the
registrant change its domicile from New York to either Delaware or Nevada.




                                       12




Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Overview

        The Company's overall mission is to engage in the early detection,
monitoring, and targeting of diseases through the analysis of proteins. Power
3's business objective currently is to focus on disease diagnosis, protein and
biomarkers identification, and drug resistance in the areas of cancers,
neurodegenerative and neuromuscular diseases. In order to accomplish this
mission, Power3 Medical has established a Scientific Advisory Board whose members
are recognized opinion leaders in their chosen fields and is working with them,
to find effective therapeutics and novel predictive medicine for important human
diseases.

        On May 18, 2004, the Company completed an asset purchase agreement with
Advanced Bio/Chem, Inc. d/b/a ProtcEx at 4800 Research Forest Drive, The
Woodlands, Texas 77381 and has relocated its corporate and administrative
offices to 3400 Research Forest Drive, The Woodlands, TX 77381. As part of the
agreement, the Company purchased all assets and intellectual properties of
Advanced Bio/Chem, Inc. d/b/a ProtcEx and assumed certain liabilities in
exchange for 15,000,000 shares of restricted common stock of Power3 Medical
Products, Inc. As a result of this transaction, the Company has established a
new business direction, and effectively became a new company (from an accounting
perspective) on such date. Accordingly, the accompanying consolidated statements
of operations reflect activity for the period May 18, 2004 (date of acquisition)
to June 30, 2004 for Power 3, and the periods January 1 and April 1, 2004 to May
17, 2004 for the Predecessor's business.

        Effective May 18, 2004, Tim Novak and R. Paul Gray resigned as Chairman/CEO
and Secretary/Treasurer/CFO respectively. Steven B. Rash assumed responsibility
as Chairman and CEO replacing Mr. Novak. Dr. Ira Goldknopf was named as the
Company's Chief Scientific Officer and Secretary/Treasurer effective May 18,
2004.

        Also effective May 18, 2004, Dr. Kamy A. Behzadi was named as the Company's
Vice President, Product and Business Development. Mr. Michael J. Rosinski joined
the Company as of July 1, 2004 as CFO replacing R. Paul Gray.

        As a result of Power3 Medical Products, Inc. acquiring the assets and
certain liabilities of Advanced Bio/Chem, Inc. d/b/a ProtcEx, the company has
transformed itself into an advanced proteomics company that applies years of
proprietary methodologies to discover and identify protein biomarkers associated
with diseases. By discovery and development of protein-based disease biomarkers,
the Company has begun the development of tools for diagnosis, prognosis, early
detection and finally new target drugs in cancer, neurodegenerative and
neuromuscular diseases such as ALS, Alzheimer's, Parkinson's.

        The Power3 Medical scientific team is headed by its Chief Scientific
Officer, Dr. Ira L. Goldknopf, who pioneered the science of clinical proteomics
in the 1970's and 80's and in so doing made a significant biochemistry discovery
- -the ubiquitin conjugation of proteins. The team has leveraged these significant




                                       13




insights and discovered unique disease protein footprints of biomarkers in
breast cancer, neurodegenerative disease, and drug resistance to
chemotherapeutic agents.

        Proteomics is the study and analysis of proteins. Through proteomics,
scientists can more accurately understand the functioning of a healthy body and
therefore identify the proteins associated with specific diseases. Proteins that
change in the course of disease are the building blocks for new screening and
diagnostic tests being developed by Power3 to provide earlier disease detection,
enhanced treatment and monitoring assistance.

        Power3 Medical Products, Inc. SutureMate(R)product line is currently used
in operating rooms, emergency rooms, surgical centers and medical provider's
offices. This innovative safety device is specifically engineered to prevent
needle sticks before, during and after suturing procedures.

Corporate Developments

        With the acquisition of Advanced Bio/Chem, Inc. d/b/a ProtcEx, Power3
Medical Products, Inc. changed its management team, and will now focus its
efforts on bringing the acquired technology to the forefront of the
scientific/medical community. The strategy will concentrate on attaining a
dominant position in the protein-based diagnostic and drug targeting markets
utilizing the Company's portfolio of proprietary biomarker disease footprints.
During the quarter ending June 30, 2004, the Company continued to accurately
identify patterns of proteins associated with disease and apply them to
screening diagnostics and drug targets. By testing patient body fluids and
tissues, such as serum, seminal fluid, breast ductal fluid, and bone marrow,
Power3 Medical has discovered unique snapshots of protein patterns in diseases
including, but not limited to: Cancers such as Breast, Leukemia, Prostate,
Bladder, Stomach, and Esophageal, Neurodegenerative Diseases such as
Alzheimer's, ALS, and Parkinson's, and Lymphatic Diseases and Kidney Ailments.

        The Discovery Platform uses IP protected methodologies to discover
biomarkers in clinical samples. Following sample preparation, the 2D Gel system
is used for the separation of protein. The gels are stained, imaged and analyzed
with unprecedented sensitivity for differences in the diseased vs. normal
samples. The significance of these differences is evaluated relative to the
status of the health of the individual. The proteins of interest are removed
from the gel matrix, taken apart and analyzed on a mass spectrometer. This
information is then cross-referenced on a worldwide database to identify the
protein of origin. This process requires a great deal of proteomics experience
and expertise to make the end-data interpretable.

        In addition, all of the procedures are scaleable. The Company's biomarker
discovery platform delivers significant discoveries that detect 20X as many
proteins in NAF as Mud Pit or SELDI TOF (competing technologies), exhibits
reproducible and reliable identification, and displays broad dynamic range and
linearity of disease protein footprints

        To date, Power3 has successfully identified more than 250 specific proteins
by developing its proprietary protein technologies gained from over 50+ years of




                                       14




combined experience in research in protein biochemistry.

        Power3 is transitioning from an R & D company to one of demonstrating
"proof of concept" of its technology in route to the commercialization of its
technology, products and services. The Company is currently developing its
portfolio of products to include its NAF(TM)Test (for early detection of breast
cancer), NuroPro(TM)test (for neurodegenerative screening for Alzheimer's,
Parkinson's and Amytrophic Lateral Sclerosis diseases) and drug resistance
screening in chemotherapeutics.

THE BREAST CANCER SCREENING TEST

        The key to surviving cancer is early detection and treatment. According to
the American Cancer Society, when breast cancer is confined to the breast, the
five-year survival rate is close to 100%. Breast cancer is the second leading
cause of cancer deaths in women, with over $7 billion spent on breast cancer
diagnosis annually. Due to the limitations of the current diagnostic techniques
of mammograms and self-examination, diagnosis of cancer is often missed or
inconclusive.

        Power3's Discovery Platform of patents pending and trade secrets for
identifying proteins which signal early stages of breast cancer
(pre-mammography) have led to what the Company believes to be the first test of
its type that detects breast cancer earlier than current technology allows.
These discoveries establish the basis of a very sensitive, non-invasive, early
detection breast cancer-screening test.

NAF(TM)TEST

        The Breast Cancer NAF(TM)Test, the Company's initial breast cancer
diagnostic test developed in collaboration with The University of Texas MD
Anderson Cancer Center, analyzes fluids from the breast called nipple aspirates
fluid (NAF). Initial success yielded the identification of groups of breast
cancer proteins in the aspirates. The procedure utilizes a breast pump to obtain
a drop of fluid from the nipple. The aspirate is analyzed to identify the
specific breast cancer protein snapshots.

        The Company has completed the initial proof-of concept stage and is
currently prepared to move forward with validation and product rollout. The
Company has signed a licensing agreement with MD Anderson securing the
intellectual property for the NAF(TM)Test.

        The Company expects to enter the clinical validation phase in the third
quarter of 2004.

THE NEURODEGENERATIVE SCREENING TEST

        Early detection of neurodegenerative disease results in better patient
outcomes. Alzheimer's disease (AD) is the most common form of dementia affecting
over 4 million Americans. People as young as 30 years old can contract the
disease and one in ten people age 65 and over have AD. More than one million
people in the U.S. have Parkinson's disease and it affects about 1 in 100
Americans over the age of 60. On a smaller scale, 30,000 Americans are afflicted
with ALS (Lou Gehrig's disease), with 5,000 new cases annually.




                                       15




        Power3 has discovered a method for the differential diagnosis of
neurodegenerative diseases utilizing blood serum, which was co-developed with
neurologist, Dr. Stan Appel, Chairman of Neurology and his team at Baylor
College of Medicine in Houston. With this test, which involves monitoring the
concentration of 9 proteins in the blood, the Company has demonstrated unique
markers whose profiles appear to distinguish patients from those with other
motor neuron and neurological disorders.

        The Company is continuing its ongoing clinical validation programs in
collaboration with Dr. Stan Appel. The initial phase of this clinical validation
is complete with results above expectations.

        In addition, Power3 Medical Products, Inc. on June 28, 2004 secured the
exclusive worldwide licensing rights from Baylor College of Medicine for serum
Proteomics methods and biomarkers for the diagnosis of neurodegenerative
diseases, differential diagnosis of Alzheimer's, Parkinson's, ALS diseases, and
other motor neuron and neurological disorders. The technology encompassing this
agreement was co-developed by the scientific team at Power3 Medical under the
leadership of Dr. Ira L. Goldkopf and the team at Baylor College of Medicine
under the direction of Dr. Stan Appel. The test employs the Company's patent
pending proteomics methods to monitor the concentrations of a panel of proteins
in the blood, to distinguish patients with Alzheimer's, Lou Gehrig's (ALS), and
Parkinson's diseases from each other as well as from normal individuals and
patients with other neurological disorders.

        Under the terms and agreement, Power3 Medical has paid Baylor College of
Medicine a licensing fee and will make additional payments upon the achievement
of certain developmental milestones. Power3 Medical is responsible for the
continuing costs associated with research and development including the filing
of patents for the technology and will pay Baylor College of Medicine royalties
on the worldwide product sales resulting from the commercialization of this
technology.

DRUG RESISTANCE TO CHEMOTHERAPEUTIC AGENTS

        By the time development of resistance to chemotherapeutic agents is
detected, it is usually too late to save the patient. Power3 Medical completed
an initial "proof of concept", which addresses drug resistance to a major
chemotherapy agent. Knowing if a cancer patient is sensitive or detecting a
development of resistance earlier during treatment could eliminate toxic effects
from the drugs, and the need for trial-and-error treatment regimens. These
findings could allow. the pharmaceutical industry to have the technology to
screen patients, on a molecular level, prior to clinical trials and design new
drugs to overcome resistance.

PROPRIETARY TECHNOLOGY AND INTELLECTUAL PROPERTY

        Power3's current portfolio of pending intellectual property, in conjunction
with secured licensed agreements, allows for growth opportunity through the
licensing of biomarkers and the potential royalty that could be associated with
these agreements. The Company is not aware of any infringement or possible




                                       16




claims of infringement with respect to any of its discoveries or other
intellectual property.

        Power3 pursues an aggressive intellectual property strategy to protect its
inventions and discoveries made on its own and with its collaborators. Power3
works with key physician scientists at major medical research and treatment
centers, including The University of Texas MD Anderson Cancer Center and Baylor
College of Medicine. With access to decisive human clinical samples and trade
secret proteomics methodologies, the Company provides solutions to pressing
challenges in diagnosis and treatment of patients and has concluded research
agreements, technology license agreements, and filed provisional and utility
patents. Power3 is also adding additional layers of research and license
agreements, patent filings and trade secrets, as its technology and product
portfolio develops, to cover:

        o Processes - Manner in which discoveries are made and tests developed
        o Discoveries - Protein disease footprints and tests

        In July 2004, Power3 filed two provisional patents.

        During the Quarter ending June 30, 2004, Power3 developed and implemented
its strategic plan to seek synergistic strategic partners to license and develop
our growing portfolio of protein biomarker disease footprints. These
partnerships will drive the Company's evolution over the next three years
resulting in the rapid commercialization of our proprietary technologies.

        The Company recognizes that the licensing of our proprietary technologies
to industry leaders is the most expedient approach to develop our technology
into important diagnostics tools for the detection of diseases in which there
are no early-detection and drug resistance to chemotherapy agents. This focused
positioning of our products and services will enable the Company to capture not
only clinical and public awareness of its proprietary technologies, but a major
porting of the early detection and screening markets.

Results of Operations for the Period May 18, 2004 (date of acquisition) to June
30, 2004

        During the second quarter, the Company completed an asset purchase
agreement with Advanced Bio/Chem, Inc. d/b/a ProtcEx at 4800 Research Forest
Drive, The Woodlands, Texas 77381 and has relocated its corporate and
administrative offices to 3400 Research Forest Drive, The Woodlands, TX 77381.
As part of the agreement, the Company purchased all assets and intellectual
properties of Advanced Bio/Chem, Inc. d/b/a ProtcEx in exchange for 15,000,000
shares of restricted common stock of Power3 Medical Products, Inc.

        As a part of this transaction, the Company relocated its offices to the
Woodlands, Texas As a result of Power3 Medical Products, Inc. acquiring the
assets and certain liabilities of Advanced Bio/Chem, Inc. d/b/a ProtcEx, the
Company has transformed itself into an advanced proteomics company capable of
identifying protein biomarkers associated with various diseases.

        During the post transaction period from May 18, 2004 to June 30, 2004, the
Company incurred a loss of approximately $36,978,000. Substantially all of this




                                       17




loss resulted from the recording of stock based compensation of approximately
$36,772,500 which arose as a result of the issuance of 3,000,000 shares of our
Series B preferred stock and 36,626,500 shares of our common stock to various
officers, directors, advisors, consultants and other employees. The Company
expects to incurr losses until such time as it has achieved commercialization of
its proprietary technologies.

Liquidity and Capital Resources

        As of June 30, 2004 the Company had $105,330 in current assets which
included $83,877 in cash. In addition it had a stockholders' deficit of $264,891
on June 30, 2004.

        Based on the completion of the Advanced Bio/Chem, Inc. d/b/a ProtcEx
transaction, its current operating plan, and the arrangement in place which
provides for interim equity, the Company believes that its existing resources
including capital investment commmitments will be sufficient to satisfy the
Company's contemplated working capital requirements through year end 2004 fiscal
year. The Company currently is investigating alternatives for financing.

        The Company has no commitments for major capital expenditures at this time.

        The Company currently has an arrangement in place which provides for
interim equity investments and is investigating alternatives for additional
financing.

Risk Factors

        In addition to the risk factors discussed below, the Company is also
subject to additional risks and uncertainties not presently known or currently
deem immaterial. If any of these known or unknown risks or uncertainties
actually occur, the Company's business could be harmed substantially. Operating
results may fluctuate on a quarterly or annual basis in the future. The Company
may not be able to establish and maintain profitability in the future or obtain
adequate financing until such time as it is able to establish sustained
profiability.

        The Company believes that future operating results may be subject to
quarterly and annual fluctuations due to a variety of factors, including:
competition from companies with greater financial capital and resources; the
Company's ability to market and sell products in the markets in which it
competes; competitive pressures on selling prices of its products; regulatory
changes, uncertainties or delays; regulatory approvals, market acceptance and
sales execution of current or new products; whether and when new products are
successfully developed and introduced; research and development efforts,
including clinical studies and new product scale-up activities; ability to
execute, enforce, maintain and attain milestones under license and collaborative
agreements necessary to earn contract revenues; enforcement, defense and
resolution of license, patent or other contract disputes; and costs and timing
associated with business development activities, including potential licensing
of technologies or intellectual property rights.

Item 3. Control and Procedures




                                       18




        The Company maintains disclosure controls and procedures designed to ensure
that information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this report, the Company's Chief Executive and Chief Financial Officers
evaluated the effectiveness of our disclosure controls and procedures. Based on
the evaluation, which disclosed no significant deficiencies or material
weaknesses, these officers concluded that our disclosure controls and procedures
are effective as of the end of the period covered by this report. There were no
changes in our internal control over financial reporting that occurred during
our most recent fiscal period that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.

                           Part II. OTHER INFORMATION

Item 1. Legal Proceedings

        On March 25, 2002, Power 3 agreed to pay IBM $20,000 on or before May 31,
2002 as settlement for certain litigation. The settlement was predicated on the
Company paying this amount by May 31, 2002, and since the Company failed to make
this payment, the liability to IBM was increased to $100,000. The Company had
charged operations for the entire $100,000. The Company reached a final
settlement with IBM on May 11, 2004 whereby IBM agreed to accept a one-time
payment consideration of $20,000 as "payment in full". Actual payment was made
on May 18, 2004.

        On January 30, 1998, the Company entered into an agreement with a health
care provider (the "Provider") in which the Provider was to perform clinical
testing of ten surgical or medical products submitted by the Company. The
agreement, which has been personally guaranteed by the Company's predecessor
CEO, expired on January 30, 2003 and required the Company to pay the Provider a
fixed amount of $25,000 for each of the ten studies. The agreement further
provided that the Company was obligated to pay the $250,000 even if the Company
elected to forego having the Provider perform the clinical testing. For various
reasons, the Provider effectively agreed to waive their rights under the
agreement provided that the Company either (1) entered into a new profit
participation agreement with the Company under which the Provider would receive
no less than $250,000 within a four year period commencing on the date of such
agreement or (2) made an immediate payment of $50,000 to the Provider. As a
result thereof, the Company previously recorded a $50,000 liability as a result
of this matter, which amount represented the probable amount of the liability.
The Company and the Provider reached a final settlement on May 18, 2004 when the
Provider agreed to accept a payment of $50,000 in full settlement of any and all
claims as related to the Contract.

        The Company knows of no other significant legal proceedings to which it is
a party or to which any of its property is the subject or any unsatisfied
judgments against the Company and knows of no other material legal proceedings
which are pending, threatened or contemplated.

Item 2. Changes in Securities




                                       19




        1. Effective May 18, 2004, the designation of the Series A Preferred Stock was
           amended such that the 3,870,000 shares presently outstanding are
           convertible into 3,000,000 shares of common stock at any time on or after
           October 31, 2004.

        2. Effective May 18, 2004, the corporation designated 3,000,000 shares of
           Series B Convertible Preferred Stock that, voting as a class, represents a
           majority of the voting interest of the corporation. 1,500,000 shares are
           issued each to Steven B. Rash, Chairman & CEO and Ira L. Goldknopf, Ph.D.,
           Chief Scientific Officer. In the event either holder of shares of Series B
           Convertible Preferred Stock ceases to be an officer, director or employee
           of the corporation, their preferred shares automatically convert to common
           shares at a ratio of one common share for each preferred share.

        3. Effective April 1, 2004, the Company entered into a Securities Purchase
           Agreement with an institutional investor covering the purchase of up to
           $1,500,000 of restricted common stock at various prices.

        4. As of June 30, 2004, $95,000 was advanced under the terms of the Securities
           Purchase Agreement referenced in Item 3 above.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

        During the period ended June 30, 2004, the security holders of Power3
Medical approved the purchase of the business of Advanced Bio/Chem, Inc. d/b/a
ProtcEx, effective May 18, 2004.

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

Exhibits

4.1       Amended and Restated Designation of Series A Preferred Stock of
          Power 3 Medical Products, Inc.
4.2       Designation of Series B Preferred Stock of Power 3 Medical Products, Inc.
10.1      Employment Contract for Ira L. Goldknopf, Ph.D.
10.2      Employment Contract for Michael J. Rosinski
10.3      Employment Contract for Steven B. Rash
31.1      Section 302 Certification for Steven B. Rash
31.2      Section 302 Certification for Micheal Rosinski
32.1      Section 906 Certification for Steven B. Rash
32.2      Section 906 Certification for Micheal Rosinski


(b)  Reports on Form 8-K

             Form 8-K filed on May 18, 2004 reporting on Items 5 & 7
             Form 8-K/A filed on August 3, 2004 reporting on Items 2, 5 & 7




                                       20




                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                   Power3 Medical Products, Inc. (Registrant)

Date: August 17, 2004              By: /s/ Steven B. Rash
                                       Steven B. Rash
                                       Chief Executive Officer


        Pursuant to the requirements of the Exchange Act, this report has been
signed by the following persons in the capacities and on the dates indicated.

Signature                  Title                       Date


/s/ Steven B. Rash         Chief Executive Officer     August 17, 2004
Steven B. Rash



/s/ Michael J. Rosinski    Chief Financial Officer     August 17, 2004
Michael J. Rosinski

EX-4.1

                             ARTICLES OF DESIGNATION

                                       of

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       of

                          POWER3 MEDICAL PRODUCTS, INC.


        POWER3 MEDICAL PRODUCTS, INC., a corporation organized and existing under
the laws of the State of New York (the "Corporation"), does hereby certify that,
pursuant to the authority conferred on its board of directors (the "Board of
Directors") by its articles of incorporation (the "Articles of Incorporation"),
as amended, and in accordance with Section 708 of the New York Business
Corporation Law, the Board of Directors (or, as to certain matters allowed by
law, a duly authorized committee thereof) adopted the following resolution
establishing a series of 3,000,000 shares of Preferred Stock of the Corporation
designated as "Series B Convertible Preferred Stock."

                RESOLVED, that pursuant to the authority conferred on the Board
        of Directors of this Corporation (the "Corporation") by the Articles
        of Incorporation, a series of Preferred Stock, $.001 par value, of the
        Corporation be and hereby is established and created, and that the
        designation and number of shares thereof and the voting and other
        powers, preferences and relative, participating, optional or other
        rights of the shares of such series and the qualifications,
        limitations and restrictions thereof are as follows:

                          Convertible Preferred Stock

        1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series B Convertible Preferred Stock," and the number of shares
constituting such series shall be 3,000,000. Such series is referred to herein
as the "Convertible Preferred Stock."

        2. Stated Capital. The amount to be represented in stated capital at all
times for each share of Convertible Preferred Stock shall be $.001.

        3. Rank. All shares of Convertible Preferred Stock shall rank pari passu
with all of the Corporation's Common Stock, par value $.001 per share (the
"Common Stock"), now or hereafter issued, as to distributions of assets upon
liquidation, dissolution or winding up of the Corporation, whether voluntary or
involuntary, but not as to payment of dividends.

        4. Dividends. No dividend shall be declared or paid on the Convertible
Preferred Stock.

        5. No Liquidation Preference. In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders of
shares of any series of preferred stock, having a priority on liquidation
superior to that of the Convertible Preferred Stock, the holders of shares of
Convertible Preferred Stock shall be entitled to participate with the Common
Stock in all of the remaining assets of the Corporation available for
distribution to its stockholders, ratably with the holders of Common Stock in
proportion to the number of shares of Common Stock held by them, assuming for
each holder of Convertible Preferred Stock on the record date for such
distribution that each holder was the holder of record of the number (including
any fraction) of shares of Common Stock into which the shares of Convertible
Preferred Stock then held by such holder are then convertible. A liquidation,
dissolution, or winding-up of the Corporation, as such terms are used in this
Section 5, shall not be deemed to be occasioned by or to include any merger of
the Corporation with or into one or more corporations or other entities, any
acquisition or exchange of the outstanding shares of one or more classes or
series of the Corporation, or any sale, lease, exchange, or other disposition of
all or a part of the assets of the Corporation.




                                       1




        6. Voting Rights. Except as otherwise required by law, the shares of
outstanding Convertible Preferred Stock shall have the number of votes equal to
the number of votes of all outstanding shares of Common Stock plus one
additional vote such that the holders of outstanding shares of Convertible
Preferred Stock shall always constitute a majority of the voting rights of the
Corporation. Except as otherwise required by law or by these Articles, the
holders of shares of Common Stock and Convertible Preferred Stock shall vote
together and not as separate classes.

        7. No Redemption. The shares of Convertible Preferred Stock are not
redeemable.

        8. Conversion Provisions.

                (a) For the purposes of this Section 8, the following definitions
        shall apply:

                        (i) "Common Stock" shall initially mean the class designated as
                Common Stock, par value $.001 per share, of the Corporation as of June
                15, 2004 subject to adjustment as hereinafter provided.

                        (ii) "Conversion Ratio" means the number of fully paid and
                nonassessable shares of Common Stock and such other securities and
                property as hereinafter provided, initially at the rate one share of
                Common Stock for each full share of Convertible Preferred Stock.

                        (iii) "Employee" means a person employed by the Corporation or by
                a legal entity (as defined in Subsection (ii) of this Section 8(a))
                that is controlled, directly or indirectly, by the Corporation;

                        (iv) "Legal Entity" means a corporation, partnership, joint
                venture, trust, employee benefit plan or other enterprise;

                        (v) "Transfer" means any sale, transfer, gift, assignment, devise
                or other disposition, whether directly or indirectly, voluntarily or
                involuntarily or by operation of law or otherwise; and

                        (vi) "Uncertificated Shares" means shares without certificates
                within the meaning of Section 78.235(4) of the New York Revised
                Statutes, as it may be amended from time to time, or any subsequent
                statute replacing this statute.

                (b) Without any action by the Corporation: (1) outstanding shares of
        Convertible Preferred Stock which are the subject of a Transfer shall be
        automatically converted into a number of shares of Common Stock determined by
        multiplying the Conversion Ratio then in effect by the number of shares
        Convertible Preferred Stock subject to the Transfer; and (2) in the event that
        an Employee ceases to be an Employee for any reason whatsoever, the outstanding
        shares of Convertible Preferred Stock held by such Employee shall be
        automatically converted into a number of shares of Common Stock determined by
        multiplying the Conversion Ratio then in effect by the number of shares
        Convertible Preferred Stock held by such Employee. For purposes of this Section
        8, the conversion of shares of Convertible Preferred Stock as a result of a
        Transfer and the conversion of shares of Convertible Preferred Stock as a result
        of cessation of an Employee's status as an Employee shall both be referred to as
        a "Conversion Event."

                        (i) A Conversion Event resulting from a Transfer shall be
                effective at such time as the holder of the Convertible Preferred
                Stock who is transferring such shares, regardless of the identity of
                the purchaser, transferee or other recipient, transfers such shares
                for disposition, at which time (the "Effective Time") the rights of
                the holder of the converted Convertible Preferred Stock as such holder
                shall cease and the holder of the converted Convertible Preferred
                Stock shall be deemed to have become the holder of record of the
                shares of Common Stock into which such shares of Convertible Preferred
                Stock have been converted as a result of the Transfer.

                        (ii) The Effective Time of a Conversion Event resulting from
                cessation of an Employee's status as an Employee shall be the day and
                time that the Employee's status as an Employee terminates. At the
                Effective Time the rights of the holder of the converted Convertible
                Preferred Stock as such holder shall cease and the holder of the




                                       2




                converted Convertible Preferred Stock shall be deemed to have become
                the holder of record of the shares of Common Stock into which such
                shares of Convertible Preferred Stock have been converted as a result
                of the Conversion Event.

                        (iii) Each conversion of shares of Convertible Preferred Stock
                into shares of Common Stock pursuant to this Section 8(b) shall be
                deemed to be effective upon the Effective Time and at the Effective
                Time the rights of the holder of the converted Convertible Preferred
                Stock as such holder shall cease and the holder of the converted
                Convertible Preferred Stock shall be deemed to have become the holder
                of record of the shares of Common Stock into which such shares of
                Convertible Preferred Stock have been converted as a result of the
                applicable Conversion Event.

                        (iv) The Board of Directors of the Corporation shall have the
                power to determine whether a Conversion Event has taken place with
                respect to any situation based upon the facts known to it. Each
                shareholder shall provide such information that the Corporation may
                reasonably request in order to ascertain facts or circumstances
                relating to a Transfer or proposed Transfer or a Conversion Event or
                proposed Conversion Event.

                (c) The holder of shares of Convertible Preferred Stock converted pursuant
        to this Section 8 shall promptly surrender the certificate or certificates
        representing the shares so converted at the principal office of the Corporation
        (or such other office or agency of the Corporation as the Corporation may
        designate by notice in writing to the holders of Convertible Preferred Stock) at
        any time during its usual business hours, and if such shares of Convertible
        Preferred Stock are Uncertificated Shares, shall promptly notify the Corporation
        in writing of such transfer at the principal office of the Corporation (or such
        other office or agency of the Corporation as the Corporation may designate by
        notice in writing to the holders of the Convertible Preferred Stock).

                (d) In no event shall the Corporation be liable to any such holder or any
        third party arising from any such conversion.

                (e) The shares of Common Stock resulting from a conversion of duly
        authorized, validly issued, fully paid and nonassessable shares of Convertible
        Preferred Stock into shares of Common Stock pursuant to this Section 8 shall be
        duly authorized, validly issued, fully paid and nonassessable. Any share of
        Convertible Preferred Stock which is converted into a share of Common Stock
        pursuant to this Section 8 shall become an authorized but unissued share of
        Convertible Preferred Stock.

                (f) The Corporation will at all times reserve and keep available out of its
        authorized but unissued shares of Common Stock solely for the purpose of issue
        upon conversion of Convertible Preferred Stock, such number of shares of Common
        Stock as shall then be issuable upon the conversion of all outstanding shares of
        Convertible Preferred Stock.

                (g) The issuance of certificates evidencing (or in the case of
        Uncertificated Shares, the provision of applicable written statements or other
        documents with respect to) shares of Common Stock upon conversion of shares of
        Convertible Preferred Stock shall be made without charge to the holders of such
        shares for any issue tax in respect thereof or other cost incurred by the
        Corporation in connection with such conversion; provided, however, the
        Corporation shall not be required to pay any tax that may be payable in respect
        of any Transfer involved in the issuance and delivery of any certificate in (or
        in the case of Uncertificated Shares, the provision of applicable written
        statements or other documents with respect to) a name other than that of the
        holder of the Convertible Preferred Stock converted.

                (h) The Conversion Ratio shall be subject to adjustment as follows:

                        (i) In case the Company shall (A) pay a dividend or make a
                distribution in Common Stock, or (B) subdivide or reclassify its
                outstanding shares of Common Stock into a greater or smaller number of
                shares, the Conversion Ratio in effect immediately prior thereto shall
                be adjusted retroactively as provided below so that the Conversion
                Ratio thereafter shall be determined by multiplying the Conversion
                Ratio at which such shares of Convertible Preferred Stock were
                theretofore convertible by a fraction of which the numerator shall be




                                       3




                the number of shares of Common Stock outstanding immediately following
                such action and of which the denominator shall be the number of shares
                of Common Stock outstanding immediately prior thereto. Such adjustment
                shall be made whenever any event described above shall occur and shall
                become effective retroactively immediately after the record date in
                the case of a dividend and shall become effective immediately after
                the effective date in the case of a subdivision or reclassification.

                        (ii) In case the Company shall issue rights or warrants to all
                holders of its Common Stock entitling them (for a period expiring
                within 45 days after the record date therefor) to subscribe for or
                purchase shares of Common Stock at a price per share less than the
                current market price per share of Common Stock (as determined in
                accordance with the provisions of Subsection (iv) of this Section 8)
                at the record date therefor (the "Current Market Price"), or in case
                the Company shall issue other securities convertible into or
                exchangeable for Common Stock for a consideration per share of Common
                Stock deliverable upon conversion or exchange thereof less than the
                Current Market Price; then the Conversion Ratio in effect immediately
                prior thereto shall be adjusted retroactively as provided below so
                that the Conversion Ratio therefor shall be equal to the price
                determined by multiplying the Conversion Ratio at which shares of
                Convertible Preferred Stock were theretofore convertible by a fraction
                of which the denominator shall be the number of shares of Common Stock
                outstanding on the date of issuance of such convertible or
                exchangeable securities, rights or warrants plus the number of
                additional shares of Common Stock offered for subscription or purchase
                and of which the numerator shall be the number of shares of Common
                Stock outstanding on the date of issuance of such shares, convertible
                or exchangeable securities, rights or warrants plus the number of
                additional shares of Common Stock which the aggregate offering price
                of the number of shares of Common Stock so offered would purchase at
                the Current Market Price per share of Common Stock (as determined in
                accordance with the provisions of Subsection (iv) of this Section 8.
                Such adjustment shall be made whenever such convertible or
                exchangeable securities rights or warrants are issued, and shall
                become effective retroactively immediately after the record date for
                the determination of stockholders entitled to receive such securities.
                However upon the expiration of any right or warrant to purchase Common
                Stock the issuance of which resulted in an adjustment in the
                Conversion Ratio pursuant to this Subsection (ii), if any such right
                or warrant shall expire and shall not have been exercised, the
                Conversion Ratio shall be recomputed immediately upon such expiration
                and effective immediately upon such expiration shall be increased to
                the price it would have been (but reflecting any other adjustments to
                the Conversion Ratio made pursuant to the provisions of this Section 8
                after the issuance of such rights or warrants) had the adjustment of
                the Conversion Ratio made upon the issuance of such rights or warrants
                been made on the basis of offering for subscription or purchase only
                that number of shares of Common Stock actually purchased upon the
                exercise of such rights or warrants actually exercised.

                        (iii) In case the Company shall distribute to all holders of its
                Common Stock (including any such distribution made in connection with
                a consolidation or merger in which the Company is the continuing
                corporation) shares of capital stock (other than Common Stock),
                evidences of its indebtedness or assets (excluding cash dividends) or
                rights to subscribe (excluding those referred to in Subsection (ii) of
                this Section 8), then in each such case the number of shares of Common
                Stock into which each share of Convertible Preferred Stock shall
                thereafter be convertible shall be determined by multiplying the
                number of shares of Common Stock into which such share of Convertible
                Preferred Stock was theretofore convertible by a fraction of which the
                numerator shall be the number of outstanding shares of Common Stock
                multiplied by the Current Market Price per share of Common Stock (as
                determined in accordance with the provisions of Subsection (iv) of
                this Section 8) on the date of such distribution and of which the
                denominator shall be the product of the number of outstanding shares
                of Common Stock and the Current Market Price per share of Common
                Stock, less the aggregate fair market value (as determined by the
                Board of Directors of the Company, whose determination shall be
                conclusive, and described in a statement filed with the transfer agent
                for the shares of Convertible Preferred Stock) of the capital stock,
                assets or evidences of indebtedness so distributed or of such
                subscription rights. Such adjustment shall be made whenever any such




                                       4




                distribution is made, and shall become effective retroactively
                immediately after the record date for the determination of
                stockholders entitled to receive such distribution.

                        (iv) For the purpose of any computation under Subsection (ii) and
                (iii) of this Section 8, the Current Market Price per share of Common
                Stock at any date shall be deemed to be the average Sale Price for the
                thirty consecutive trading days commencing forty-five trading days
                before the day in question. As used herein, "Sale Price" means the
                closing sales price of the Common Stock (or if no sale price is
                reported, the average of the high and low bid prices) as reported by
                the principal national or regional stock exchange on which the Common
                Stock is listed or, if the Common Stock is not listed on a national or
                regional stock exchange, as reported by national Association of
                Securities Dealers Automated Quotation System and if not so reported
                then as reported by the Electronic Bulletin Board or the National
                Quotation Bureau Incorporated.

                        (v) No adjustment in the Conversion Ratio shall be required
                unless such adjustment would require an increase or decrease of at
                least 1% in the price then in effect; provided, however, that any
                adjustments which by reason of this Subsection (v) are not required to
                be made shall be carried forward and taken into account in any
                subsequent adjustment. All calculations under this paragraph 8 shall
                be made to the nearest cent.

                        (vi) In the event that, at any time as a result of an adjustment
                made pursuant to Subsection (i) or Subsection (iii) of this Section 8,
                the holder of any share of Convertible Preferred Stock thereafter
                surrendered for conversion shall become entitled to receive any shares
                of the Company other than shares of the Common Stock, thereafter the
                number of such other shares so receivable upon conversion of any share
                of Convertible Preferred Stock shall be subject to adjustment from
                time to time in a manner and on the terms as nearly equivalent as
                practicable to the provisions with respect to the Common Stock
                contained in Subsections (i) through (v) of this Section 8, and the
                other provisions of this Subsection (vi) with respect to the Common
                Stock shall apply on like terms to any such other shares.

                        (vii) Whenever the conversion rate is adjusted, as herein
                provided, the Company shall promptly file with the transfer agent for
                Convertible Preferred Stock, a certificate of an officer of the
                Company setting forth the conversion rate after such adjustment and
                setting forth a brief statement of the facts requiring such adjustment
                and a computation thereof. Such certificate shall be conclusive
                evidence of the correctness of such adjustment. The Company shall
                promptly cause a notice of the adjusted conversion rate to be mailed
                to each registered holder of shares of Convertible Preferred Stock.

                (i) If any of the following events occur, namely (i) any reclassification
        or change (other than a combination of reclassification into a smaller number of
        shares) of outstanding shares of Common Stock issuable upon conversion of shares
        of Convertible Preferred Stock (other than a change in par value, or from par
        value to no par value, or from no par value to par value, or as a result of a
        subdivision) or (ii) any consolidation or merger to which the Company is a party
        (other than a consolidation or merger to which the Company is the continuing
        corporation and which does not result in any classification of, or change (other
        than a change in par value, or from par value to no par value, or from no par
        value to par value, or as a result of a subdivision) in, outstanding shares of
        Common Stock); then the Company or such successor, as the case may be, shall
        provide in its Certificate of Incorporation that each share of Convertible
        Preferred Stock shall be convertible into the kind and amount of shares of stock
        and other securities or property receivable upon such reclassification, change,
        consolidation or merger by a holder of the number of shares of Common Stock
        issuable upon conversion of each such share of Convertible Preferred Stock
        immediately prior to such reclassification, change, consolidation or merger.
        Such Certificate of Incorporation shall provide for adjustments which shall be
        as nearly equivalent as may be practicable to the adjustments provided for in
        Section 8. The Company shall cause notice of the execution of any such event
        contemplated by this paragraph to be mailed to each holder of shares of
        Convertible Preferred Stock as soon as practicable.




                                       5




                The above provisions of this Section 8(i) shall similarly apply to
        successive reclassifications, consolidations and mergers.

        9. Outstanding Shares. For purposes of these Articles of Designation, all
shares of Convertible Preferred Stock shall be deemed outstanding except (i)
from the date of surrender of certificates representing shares of Convertible
Preferred Stock, all shares of Convertible Preferred Stock converted into Common
Stock; and (ii) from the date of registration of transfer, all shares of
Convertible Preferred Stock held of record by the Corporation or any subsidiary
of the Corporation.

        10. The Securities Act of 1933

                (a) Securities Not Registered. Neither the shares of Convertible
        Preferred Stock nor the Common Stock issuable upon conversion thereof has
        been registered under the Securities Act of 1933 or the laws of any state
        of the United States and may not be transferred without such registration
        or an exemption from registration.

                (b) Restrictive Legends. Each share of Convertible Preferred Stock and
        certificate for Common Stock issued upon the conversion of any shares of
        Convertible Preferred Stock, and each preferred stock certificate issued
        upon the transfer of any such shares of Convertible Preferred Stock or
        Common Stock (except as otherwise permitted by this Section 11), shall be
        stamped or otherwise imprinted with a legend in substantially the following
        form:

                "The securities represented hereby have not been registered under
                the Securities Act of 1933. Such securities may not be sold or
                transferred in the absence of such registration or an exemption
                therefrom under said Act."

        11. Preemptive Rights. The Convertible Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.

        12. Severability of Provisions. Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof. If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.

        IN WITNESS WHEREOF, Power 3 Medical Products, Inc. has caused this
certificate to be signed by its President, and its corporate seal to be hereunto
affixed and attested by its Secretary, as of the 28th day of May, 2004.

                                    POWER 3 MEDICAL PRODUCTS, INC.



                                    By:/s/ Steven B. Rash
                                       Steven B. Rash, Chief Executive Officer

EX-4.2

                              AMENDED AND RESTATED

                                   DESIGNATION

                                       of


                            SERIES A PREFERRED STOCK

                                       of

                         POWER 3 MEDICAL PRODUCTS, INC.

        I. The present name of the Corporation is Power 3 Medical Products, Inc.
(the "Corporation"). The original certificate of incorporation of the
Corporation was originally filed with the Secretary of State of the State of
Florida on December 23, 2003 under the name Surgical Products, Inc. On November
28, 1994, Surgical Products, Inc. merged into Sheffeld Acres, Inc., a New York
corporation and changed its name to Surgical Safety Products, Inc. Articles of
Merger were filed with the State of Florida on October 12, 1994 and a
Certificate of Merger was filed with the State of New York on February 8, 1995.
Surgical Safety Products, Inc. filed to do business as a foreign corporation on
April 11, 1995 in the State of Florida. On September 12, 2003, Surgical Safety
Products, Inc. changed its name to Power 3 Medical Products, Inc.

        II. This Amended and Restated Designation of Series A Preferred Stock
restates and amends the Designation filed with the Secretary of State of the
State of New York on May 1, 2003, was duly adopted in accordance with the
provisions of Section 708 of the New York Business Corporation Law.

        III. The text of the Designation of the Corporation is hereby amended and
restated to read in its entirety as follows:


                            SERIES A PREFERRED STOCK

        1. Designation and Amount. There shall be a series of Preferred Stock
designated as "Series A Convertible Preferred Stock," and the number of shares
constituting such series shall be 3,870,000. Such series is referred to herein
as the "Convertible Preferred Stock."

        2. Stated Capital. The amount to be represented in stated capital at all
times for each share of Convertible Preferred Stock shall be $.001.

        3. Rank. All shares of Convertible Preferred Stock shall rank prior to all
of the Corporation's Common Stock, par value $.001 per share (the "Common
Stock"), now or hereafter issued, both as to payment of dividends and as to
distributions of assets upon liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary.

        4. Dividends. If any dividend or other distribution payable in cash,
securities or other property, including a dividend payable in shares of Common
Stock, is declared on the Common Stock, each holder of shares of Convertible
Preferred Stock on the record date for such dividend or distribution shall be
entitled to receive on the date of payment or distribution of such dividend or
other distribution the same cash, securities or other property which such holder
would have received on such record date if such holder was the holder of record
of the number (including any fraction) of shares of Common Stock into which the
shares of Convertible Preferred Stock then held by such holder are then
convertible. No dividend or other distribution shall be declared or paid on the
Common Stock unless an equivalent dividend or other distribution that satisfies
this Section 4 is declared or paid on the Convertible Preferred Stock.




                                       1




5. Liquidation Preference.

        (a) The liquidation value of shares of this Series, in case of the
voluntary or involuntary liquidation, dissolution or winding-up of the Company,
shall be $.10 per share, plus an amount equal to the dividends accrued and
unpaid thereon to the payment date.

        (b) In the event of any voluntary or involuntary liquidation, dissolution
or winding-up of the Company, the holders of shares of this Series (1) shall not
be entitled to receive the liquidation value of such shares held by them until
the liquidation value of all Preference Shares shall have been paid in full and
(2) shall be entitled to receive the liquidation value of such shares held by
them in preference to and in priority over any distributions upon the Common
Shares and all Junior Shares. Upon payment in full of the liquidation value to
which the holders of shares of this Series are entitled, the holders of shares
of this Series will not be entitled to any further participation in any
distribution of assets by the Company. If the assets of the Company are not
sufficient to pay in full the liquidation value payable to the holders of shares
of this Series and the liquidation value payable to the holders of all Parity
Shares, the holders of all such shares shall share ratably in such distribution
of assets in accordance with the amounts which would be payable on such
distribution if the amounts to which the holders of shares of this Series and
the holders of Parity Shares are entitled were paid in full.

        (c) Neither a consolidation or merger of the Company with or into any other
corporation, nor a merger of any other corporation with or into the Company, nor
a sale or transfer of all or any part of the Company's assets for cash or
securities or other property shall be considered a liquidation, dissolution or
winding-up of the Company within the meaning of this Paragraph 5.

        6. Voting Rights. Except as otherwise required by law, holders of
Convertible Preferred Stock are not entitled to vote.

        7. No Redemption. The shares of Convertible Preferred Stock are not
redeemable.

        8. Conversion Provisions.

                (a) Conversion at Option of Holders. Each share of Convertible Preferred
        Stock shall be convertible at the option of the holder thereof, at any time
        after October 31, 2004, into fully paid and nonassessable shares of Common Stock
        and such other securities and property as hereinafter provided, initially at the
        rate of .7752 shares of Common Stock for each full share of Convertible
        Preferred Stock ("Conversion Ratio").

                For the purpose of these Amended and Restated Designation, the term "Common
        Stock" shall initially mean the class designated as Common Stock, par value
        $.001 per share, of the Corporation as of May 5, 2004 subject to adjustment as
        hereinafter provided.

                (b) Mechanics of Conversion. Any holder of shares of Convertible Preferred
        Stock desiring to convert such shares into Common Stock shall surrender the
        certificate or certificates for such shares of Convertible Preferred Stock at
        the office of the transfer agent for the Convertible Preferred Stock, which
        certificate or certificates, if the Corporation shall so require, shall be duly
        endorsed to the Corporation or in blank, or accompanied by proper instruments of
        transfer to the Corporation or in blank, accompanied by irrevocable written
        notice to the Corporation that the holder elects so to convert such shares of
        Convertible Preferred Stock and specifying the name or names (with address) in
        which a certificate or certificates for Common Stock are to be issued.

                No adjustments in respect of any dividend on the Common Stock issued upon
        conversion shall be made upon the conversion of any shares of Convertible
        Preferred Stock.

                Any unpaid dividends on shares surrendered for conversion shall be paid
        upon the conversion of any shares of Convertible Preferred Stock by issuing
        additional shares of Common Stock with an aggregate value (as defined below)




                                       2




        equal to all accrued and unpaid dividends on the shares of Convertible Preferred
        Stock converted.

                The Corporation will, as soon as practicable after such deposit of
        certificates for Convertible Preferred Stock accompanied by the written notice
        and, compliance with any other conditions herein contained, deliver at the
        office of the transfer agent to the person for whose account such shares of
        Convertible Preferred Stock were so surrendered, or to his nominee or nominees,
        certificates for the number of full shares of Common Stock to which he shall be
        entitled as aforesaid, together with a cash adjustment of any fraction of a
        share as hereinafter provided. Subject to the following provisions of this
        paragraph, such conversion shall be deemed to have been made as of the date of
        such surrender of the shares of Convertible Preferred Stock to be converted, and
        the person or person entitled to receive the Common Stock deliverable upon
        conversion of such Convertible Preferred Stock shall be treated for all purposes
        as the record holder or holders of such Common Stock on such date; provided,
        however, that the Corporation shall not be required to convert any shares of
        Convertible Preferred Stock while the stock transfer books of the Corporation
        are closed for any purpose, but the surrender of Convertible Preferred Stock for
        conversion during any period while such books are so closed shall become
        effective for conversion immediately upon the reopening of such books as if the
        surrender had been made on the date of such reopening, and the conversion shall
        be at the conversion rate in effect on such date.

                (C) The Conversion Ratio shall be subject to adjustment as follows:

                        (i) In case the Company shall (A) pay a dividend or make a
                distribution in Common Stock, or (B) subdivide or reclassify its
                outstanding shares of Common Stock into a greater number (but not smaller
                number) of shares, the Conversion Ratio in effect immediately prior thereto
                shall be adjusted retroactively as provided below so that the Conversion
                Ratio thereafter shall be determined by multiplying the Conversion Ratio at
                which such shares of this Series were theretofore convertible by a fraction
                of which the numerator shall be the number of shares of Common Stock
                outstanding immediately following such action and of which the denominator
                shall be the number of shares of Common Stock outstanding immediately prior
                thereto. Such adjustment shall be made whenever any event listed above
                shall occur and shall become effective retroactively immediately after the
                record date in the case of a dividend and shall become effective
                immediately after the effective date in the case of a subdivision or
                reclassification.

                        (ii) In case the Company shall issue rights or warrants to all holders
                of its Common Stock entitling them (for a period expiring within 45 days
                after the record date therefor) to subscribe for or purchase shares of
                Common Stock at a price per share less than the current market price per
                share of Common Stock (as determined in accordance with the provisions of
                subclause (iv) of this clause (d)) at the record date therefor (the
                "Current Market Price"), or in case the Company shall issue other
                securities convertible into or exchangeable for Common Stock for a
                consideration per share of Common Stock deliverable upon conversion or
                exchange thereof less than the Current Market Price; then the Conversion
                Ratio in effect immediately prior thereto shall be adjusted retroactively
                as provided below so that the Conversion Ratio therefor shall be equal to
                the price determined by multiplying the Conversion Ratio at which shares of
                this Series were theretofore convertible by a fraction of which the
                denominator shall be the number of shares of Common Stock outstanding on
                the date of issuance of such convertible or exchangeable securities, rights
                or warrants plus the number of additional shares of Common Stock offered
                for subscription or purchase and of which the numerator shall be the number
                of shares of Common Stock outstanding on the date of issuance of such
                shares, convertible or exchangeable securities, rights or warrants plus the
                number of additional shares of Common Stock which the aggregate offering
                price of the number of shares of Common Stock so offered would purchase at
                the Current Market Price per share of Common Stock (as determined in
                accordance with the provisions of subclause (iv) of this clause (d). Such
                adjustment shall be made whenever such convertible or exchangeable
                securities rights or warrants are issued, and shall become effective
                retroactively immediately after the record date for the determination of
                stockholders entitled to receive such securities. However upon the
                expiration of any right or warrant to purchase Common Stock the issuance of
                which resulted in an adjustment in the Conversion Ratio pursuant to this
                subclause (ii), if any such right or warrant shall expire and shall not




                                       3




                have been exercised, the Conversion Ratio shall be recomputed immediately
                upon such expiration and effective immediately upon such expiration shall
                be increased to the price it would have been (but reflecting any other
                adjustments to the Conversion Ratio made pursuant to the provisions of this
                clause (d) after the issuance of such rights or warrants) had the
                adjustment of the Conversion Ratio made upon the issuance of such rights or
                warrants been made on the basis of offering for subscription or purchase
                only that number of shares of Common Stock actually purchased upon the
                exercise of such rights or warrants actually exercised.

                        (iii) In case the Company shall distribute to all holders of its
                Common Stock (including any such distribution made in connection with a
                consolidation or merger in which the Company is the continuing corporation)
                shares of capital stock (other than Common Stock), evidences of its
                indebtedness or assets (excluding cash dividends) or rights to subscribe
                (excluding those referred to in subclause (ii) of this clause (d)), then in
                each such case the number of shares of Common Stock into which each share
                of this Series shall thereafter be convertible shall be determined by
                multiplying the number of shares of Common Stock into which such share of
                this Series was theretofore convertible by a fraction of which the
                numerator shall be the number of outstanding shares of Common Stock
                multiplied by the Current Market Price per share of Common Stock (as
                determined in accordance with the provisions of subclause (iv) of this
                clause (d)) on the date of such distribution and of which the denominator
                shall be the product of the number of outstanding shares of Common Stock
                and the Current Market Price per share of Common Stock, less the aggregate
                fair market value (as determined by the Board of Directors of the Company,
                whose determination shall be conclusive, and described in a statement filed
                with the transfer agent for the shares of this Series) of the capital
                stock, assets or evidences of indebtedness so distributed or of such
                subscription rights. Such adjustment shall be made whenever any such
                distribution is made, and shall become effective retroactively immediately
                after the record date for the determination of stockholders entitled to
                receive such distribution.

                        (iv) For the purpose of any computation under subclause (ii) and (iii)
                of this clause (d), the Current Market Price per share of Common Stock at
                any date shall be deemed to be the average Sale Price for the thirty
                consecutive trading days commencing forty-five trading days before the day
                in question. As used herein, "Sale Price" means the closing sales price of
                the Common Stock (or if no sale price is reported, the average of the high
                and low bid prices) as reported by the principal national or regional stock
                exchange on which the Common Stock is listed or, if the Common Stock is not
                listed on a national or regional stock exchange, as reported by national
                Association of Securities Dealers Automated Quotation System and if not so
                reported then as reported by the Electronic Bulletin Board or the National
                Quotation Bureau Incorporated.

                        (v) No adjustment in the Conversion Ratio shall be required unless
                such adjustment would require an increase or decrease of at least 1% in the
                price then in effect; provided, however, that any adjustments which by
                reason of this subclause (v) are not required to be made shall be carried
                forward and taken into account in any subsequent adjustment. All
                calculations under this paragraph 8 shall be made to the nearest cent.

                        (vi) In the event that, at any time as a result of an adjustment made
                pursuant to subclause (i) or subclause (iii) of this clause (d), the holder
                of any share of this Series thereafter surrendered for conversion shall
                become entitled to receive any shares of the Company other than shares of
                the Common Stock, thereafter the number of such other shares so receivable
                upon conversion of any share of this Series shall be subject to adjustment
                from time to time in a manner and on the terms as nearly equivalent as
                practicable to the provisions with respect to the Common Stock contained in
                subclauses (i) through (v) of this clause (d), and the other provisions of
                this clause (d) with respect to the Common Stock shall apply on like terms
                to any such other shares.

                        (vii) Whenever the conversion rate is adjusted, as herein provided,
                the Company shall promptly file with the transfer agent for this Series, a
                certificate of an officer of the Company setting forth the conversion rate
                after such adjustment and setting forth a brief statement of the facts
                requiring such adjustment and a computation thereof. Such certificate shall




                                       4




                be conclusive evidence of the correctness of such adjustment. The Company
                shall promptly cause a notice of the adjusted conversion rate to be mailed
                to each registered holder of shares of this Series.

                (d) If any of the following events occur, namely (i) any reclassification
        or change (other than a combination of reclassification into a smaller number of
        shares) of outstanding shares of Common Stock issuable upon conversion of shares
        of this Series (other than a change in par value, or from par value to no par
        value, or from no par value to par value, or as a result of a subdivision) or
        (ii) any consolidation or merger to which the Company is a party (other than a
        consolidation or merger to which the Company is the continuing corporation and
        which does not result in any classification of, or change (other than a change
        in par value, or from par value to no par value, or from no par value to par
        value, or as a result of a subdivision) in, outstanding shares of Common Stock);
        then the Company or such successor, as the case may be, shall provide in its
        Certificate of Incorporation that each share of this Series shall be convertible
        into the kind and amount of shares of stock and other securities or property
        receivable upon such reclassification, change, consolidation or merger by a
        holder of the number of shares of Common Stock issuable upon conversion of each
        such share of this Series immediately prior to such reclassification, change,
        consolidation or merger. Such Certificate of Incorporation shall provide for
        adjustments which shall be as nearly equivalent as may be practicable to the
        adjustments provided for in clause (d). The Company shall cause notice of the
        execution of any such event contemplated by this paragraph to be mailed to each
        holder of shares of this Series as soon as practicable.

                The above provisions of this clause (e) shall similarly apply to successive
        reclassifications, consolidations and mergers.

        9. Protective Provisions.

                (a) Reservation of Shares; Transfer Taxes; Etc. The Corporation shall at
        all times serve and keep available, out of its authorized and unissued stock,
        solely for the purpose of effecting the conversion of the Convertible Preferred
        Stock, such number of shares of its Common Stock free of preemptive rights as
        shall from time to time be sufficient to effect the conversion of all shares of
        Convertible Preferred Stock from time to time outstanding. The Corporation shall
        from time to time, in accordance with the laws of the State of New York,
        increase the authorized number of shares of Common Stock if at any time the
        number of shares of Common Stock not outstanding shall not be sufficient to
        permit the conversion of all the then outstanding shares of Convertible
        Preferred Stock.

                If any shares of Common Stock required to be reserved for purposes of
        conversion of the Convertible Preferred Stock hereunder require registration
        with or approval of any governmental authority under any Federal or State law
        before such shares may be issued upon conversion, the Corporation will in good
        faith and as expeditiously as possible endeavor to cause such shares to be duly
        registered or approved, as the case may be. If the Common Stock is listed on the
        New York Stock Exchange or any other national securities exchange, the
        Corporation will, if permitted by the rules of such exchange, list and keep
        listed on such exchange, upon official notice of issuance, all shares of Common
        Stock issuable upon conversion of the Convertible Preferred Stock.

                The Corporation will pay any and all issue or other taxes that may be
        payable in respect of any issue or delivery of shares of Common Stock on
        conversion of the Convertible Preferred Stock. The Corporation shall not,
        however, be required to pay any tax which may be payable in respect of any
        transfer involved in the issue or delivery of Common Stock (or other securities
        or assets) in a name other than that which the shares of Convertible Preferred
        Stock so converted were registered, and no such issue or delivery shall be made
        unless and until the person requesting such issue has paid to the Corporation
        the amount of such tax or has established, to the satisfaction of the
        Corporation, that such tax has been paid.

                Prior Notice of Certain Events. In case:

                        (i) The Corporation shall (1) declare any dividend (or any other
                distribution) on its Common Stock, other than (A) a dividend payable in





                                       5



                shares of Common Stock or (B) a dividend payable in cash out of its
                retained earnings other than any special or nonrecurring or other
                extraordinary dividend or (2) declare or authorize a redemption or
                repurchase of in excess of 10% of the than-outstanding shares of Common
                Stock; or

                        (ii) the Corporation shall authorize the granting to the holders of
                Common Stock of rights or warrants to subscribe for or purchase any shares
                of stock of any class or of any other rights or warrants (other than any
                rights specified in subclause (ii) of clause (d) of this paragraph 9); or

                        (iii) of any reclassification of Common Stock (other than a
                subdivision of the outstanding Common Stock, or a change in par value, or
                from par value to no par value, or from no par value to par value), or of
                any consolidation or merger to which the Corporation is a party and for
                which approval of any stockholders of the Corporation shall be required, or
                of the sale or transfer of all or substantially all of the assets of the
                Corporation or of any compulsory share exchange whereby the Common Stock is
                converted into other securities, cash or other property; or

                        (iv) of the voluntary or involuntary dissolution, liquidation or
                winding up of the Corporation;

        then the Corporation shall cause to be filed with the transfer agent for the
        Convertible Preferred Stock, and shall cause to be mailed to the holders of
        record of the Convertible Preferred Stock, at their last address as they shall
        appear upon the stock transfer books of the Corporation, at least 15 days prior
        to the applicable record date hereinafter specified, a notice stating (x) the
        date on which a record is to be taken for the purpose of such dividend,
        distribution, redemption or granting of rights or warrants or, if a record is
        not to be taken, the date as of which the holders of Common Stock of record to
        be entitled to such dividend, distribution, redemption, rights or warrants are
        to be determined, or (y) the date on which such reclassification, consolidation,
        merger, sale, transfer, share exchange, dissolution, liquidation or winding up
        is expected to become effective, and the date as of which it is expected that
        holders of Common Stock of record shall be entitled to exchange their shares of
        Common Stock for securities or other property deliverable upon such
        reclassification, consolidation, merger, sale, transfer, share exchange,
        dissolution, liquidation or winding up (but no failure to mail such notice or
        any defect therein or in the mailing thereof shall affect the validity of the
        corporate action required to be specified in such notice).

                (c) Class Voting Rights. So long as the Convertible Preferred Stock is
        outstanding, the Corporation shall not, without the affirmative vote or consent
        of the holders of at least a majority of all outstanding Convertible Preferred
        Stock voting separately as a class, (i) Amend, alter or repeal (by merger or
        otherwise) any provision of the Articles of Incorporation or the By-Laws of the
        Corporation, as amended, so as adversely to affect the relative rights,
        preferences, qualifications, limitations or restrictions of the Convertible
        Preferred Stock, (ii) authorize or issue, or increase the authorized amount of,
        any additional class or series of stock, or any security convertible into stock
        of such class or series, ranking prior to the Convertible Preferred Stock in
        respect of the payment of dividends or upon liquidation, dissolution or winding
        up of the Corporation or (iii) effect any reclassification of the Convertible
        Preferred Stock. A class vote on the part of the Convertible Preferred Stock
        shall, without limitation, specifically not be deemed to be required (except as
        otherwise required by law or resolution of the Corporation's Board of Directors)
        in connection with: (a) the authorization, issuance or increase in the
        authorized amount of any shares of any other class or series of stock which
        ranks junior to, or on a parity with, the Convertible Preferred Stock in respect
        of the payment of dividends and distributions upon liquidation, dissolution or
        winding up of the Corporation; or (b) the authorization, issuance or increase in
        the amount of any bonds, mortgages, debentures or other obligations of the
        Corporation.

                The affirmative vote or consent of the holders of a majority of the
        outstanding Convertible Preferred Stock, voting or consenting separately as a
        class, shall be required to (a) authorize any sale, lease or conveyance of all
        or substantially all of the assets of the Corporation, or (b) approve any
        merger, consolidation or compulsory share exchange of the Corporation with or
        into any other person unless (i) the terms of such merger, consolidation or
        compulsory share exchange do not provide for a change in the terms of the
        Convertible Preferred Stock and (ii) the Convertible Preferred Stock is, after
        such merger, consolidation or compulsory share exchange on a parity with or
        prior to any other class or series of capital stock authorized by the surviving




                                       6




        corporation as to dividends and upon liquidation, dissolution or winding up
        other than any class or series of stock of the Corporation prior to the
        Convertible Preferred Stock as may have been created with the affirmative vote
        or consent of the holders of at least 66-2/3% of the Convertible Preferred Stock
        (or other than a class or series into which such prior stock is converted as a
        result of such merger, consolidation or share exchange).

        10. Outstanding Shares. For purposes of this Certificate of Designation,
all shares of Convertible Preferred Stock shall be deemed outstanding except (i)
from the date of surrender of certificates representing shares of Convertible
Preferred Stock, all shares of Convertible Preferred Stock converted into Common
Stock; (ii) from the date of registration of transfer, all shares of Convertible
Preferred Stock held of record by the Corporation or any subsidiary of the
Corporation.

        11. Certain Definitions. As used in this Certificate, the following terms
shall have the following respective meanings:

        "Affiliate" of any specified person means any other person directly or
indirectly controlling or controlled by or under common control with such
specified person. For purposes of this definition, "control" when used with
respect to any person means the power to direct the management and policies of
such person, directly or indirectly, whether through the ownership of voting
securities or otherwise; and the term "controlling" and "controlled" having
meanings correlative to the foregoing.

        "Common Shares" shall mean any stock of the Company which has no preference
in respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which is
not subject to redemption by the Company. However, Common Shares issuable upon
conversion of shares of this series shall include only shares of the class
designated as common Shares as of the original date of issuance of shares of
this Series, or shares f the Company of any class or classes resulting from any
reclassification or reclassifications thereof and which have no preference in
respect of dividends or of amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of the Company and which are
not subject to redemption by the Company; provided that if at any time there
shall be more than one such resulting class, the shares of each such class then
so issuable shall be substantially in the proportion which the total number of
shares of such class resulting from such reclassifications bears to the total
number of shares of all classes resulting from all such reclassifications.

        "Junior Shares" shall mean Preference Shares of any series or class of the
Company which are by their terms expressly made junior to shares of this Series
at the time outstanding either as to dividends or as to the distribution of
assets on any voluntary or involuntary liquidation of the Company.

        "Parity Shares" shall mean Preference Shares which are by their terms on a
parity with the shares of this Series at the time outstanding both as to
dividends and as to the distribution of assets on any voluntary or involuntary
liquidation of the Company. For purposes of this paragraph 11 Parity Shares
shall mean Preference Shares which are by their terms on a parity with the
shares of this Series at the time outstanding as to dividends regardless of such
Preference Shares preference with respect to liquidation.

        "Senior Shares" shall mean any class of shares of the Company ranking prior
to at least one other class of shares of the Company as to dividends for
purposes of paragraph 4 and the distribution of assets on any voluntary or
involuntary liquidation of the Company for purposes of paragraph 5.

        13. Securities Not Registered Under the Securities Act of 1933. Neither the
shares of Convertible Preferred Stock nor the Common Stock issuable upon
conversion thereof has been registered under the Securities Act of 1933 or the
laws of any state of the United States and may not be transferred without such
registration or an exemption from registration.

                (a) Restrictive Legends. Each share of Convertible Preferred Stock and
        certificate for Common Stock issued upon the conversion of any shares of
        Convertible Preferred Stock, and each preferred stock certificate issued




                                       7




        upon the transfer of any such shares of Convertible Preferred Stock or
        Common Stock (except as otherwise permitted by this Section 12), shall be
        stamped or otherwise imprinted with a legend in substantially the following
        form:

                "The securities represented hereby have not been registered under the
                Securities Act of 1933. Such securities may not be sold or transferred
                in the absence of such registration or an exemption therefrom under
                said Act."

                (b) Notice of Proposed Transfer; Opinions of Counsel. Except as
        provided in paragraph (c) of this Section 11, prior to any transfer of any
        such shares of Convertible Preferred Stock, or Common Stock, the holder
        thereof will give written notice to the Corporation of such holder's
        intention to effect such transfer and to comply in all other respects with
        this Section 11. Each such notice (A) shall describe the manner and
        circumstances of the proposed transfer in sufficient detail to enable
        counsel to render the opinions referred to below, and (B) shall designate
        counsel for the holder giving such notice (who may be house counsel for
        such holder). The holder giving such notice will submit a copy thereof to
        the counsel designated in such notice and the Corporation will promptly
        submit a copy thereof to its counsel, and the following provisions shall
        apply:

                        (i) If in the opinion of each such counsel the proposed transfer
                of such shares of Convertible Preferred Stock or Common Stock may be
                effected without registration under the Act, the Corporation will
                promptly notify the holder thereof and such holder shall thereupon be
                entitled to transfer such shares of Convertible Preferred Stock or
                Common Stock in accordance with the terms of the notice delivered by
                such holder to the Corporation. Each share of Convertible Preferred
                Stock or certificate, if any, issued upon or in connection with such
                transfer shall bear the appropriate restrictive legend set forth in
                paragraph (a) of this Section 11, unless in the opinion of each such
                counsel such legend is no longer required to insure compliance with
                the Act. If for any reason counsel for the Corporation (after having
                been furnished with the information required to be furnished by this
                paragraph (b)) shall fail to deliver an opinion of the Corporation, or
                the Corporation shall fail to notify such holder thereof as aforesaid,
                within 20 days after counsel for such holder shall have delivered its
                opinion to such holder (with a copy to the Corporation), then for all
                purposes of this Certificate of Designation the opinion of counsel for
                the Corporation shall be deemed to be the same as the opinion of
                counsel for such holder.

                        (ii) If in the opinion of either or both of such counsel the
                proposed transfer of such shares of Convertible Preferred Stock or
                Common Stock may not be effected without registration under the Act,
                the Corporation will promptly so notify the holder thereof and
                thereafter such holder shall not be entitled to transfer such share of
                Convertible Preferred Stock or Common Stock until receipt of a further
                notice from the Corporation under subclause (i) above or, in the case
                of Common Stock, until registration of such Common stock under the Act
                has become effective.

        14. Preemptive Rights. The Convertible Preferred is not entitled to any
preemptive or subscription rights in respect of any securities of the
Corporation.

        15. Severability of Provisions. Whenever possible, each provision hereof
shall be interpreted in a manner as to be effective and valid under applicable
law, but if any provision hereof is held to be prohibited by or invalid under
applicable law, such provision shall be ineffective only the extent of such
prohibition or invalidity, without invalidating or otherwise adversely affecting
the remaining provisions hereof. If a court of competent jurisdiction should
determine that a provision hereof would be valid or enforceable if a period of
time were extended or shortened or a particular percentage were increased or
decreased, then such court may make such change as shall be necessary to render
the provision in question effective and valid under applicable law.




                                       8




        IN WITNESS WHEREOF, Power 3 Medical Products, Inc. has caused this
certificate to be signed by its President, and its corporate seal to be hereunto
affixed and attested by its Secretary, as of the 18th day of May, 2004.

                                 POWER 3 MEDICAL PRODUCTS, INC.



                                 By: /s/ Tim Novak, Chief Executive Officer

EX-10.1

                              EMPLOYMENT AGREEMENT

        This Employment agreement (the "Agreement") is dated as of May 18, 2004 and
between Power 3 Medical Products, Inc., a New York corporation (the "Company"),
and Dr. Ira Goldknopf (the "Officer").

                                    RECITALS

        The Company is a breakthrough proteomics company specializing in the
identification of disease footprints in the areas of chemotherapeutic drug
resistance and the early detection of breast cancer and neurological diseases
throughout North America (the "Territory"). The Company desires to employ
Officer, and the Officer desires to accept such employment, on the terms and
subject to the conditions set forth in this Agreement.


        NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements herein provided, the parties hereto agree as follows:


1. EMPLOYMENT TERMS

         1.1 Term. The Company hereby employs the Officer, and the Officer hereby
accepts employment with the Company, all in accordance with the terms and
conditions hereof, for a term commencing on May 18, 2004 and terminating on May
17, 2009. However, the Officer shall be considered to be employed by the Company
beyond the Termination Date for purposes of receiving certain benefits conferred
under this Agreement, as described in Section 3.1 hereof.

         1.2 Position and Duties.

        (a) The Company hereby employs the Officer, and the Officer agrees to serve
the Company, as an officer of the Company pursuant to the terms of this
Agreement. The Company has by action of its Board of Directors appointed the
Officer to the position of Chief Scientific Officer, however it may, in the sole
and unfettered discretion of the Board of Directors, amend the Officer's title
and/or duties and responsibilities, provided that the Officer remains an officer
of the Company pursuant to the terms of this Agreement.

        (b) The Officer shall be responsible for such duties as are commensurate
with the office in which he serves and as may from time to time be assigned to
the Officer by the Company's Board of Directors.

         1.3 Performance of Duties.

        (a) At all times prior to the Termination Date, the Officer (i) shall
devote his full business time, energies, best efforts, and attention to the




                                       1




business of the Company, (ii) shall faithfully and diligently perform the duties
of his employment with the Company, (iii) shall do all reasonably in his power
to promote, develop, and extend the business of the Company, and (iv) shall not
enter into the service of, or be employed in any capacity or for any purpose
whatsoever by, any person, firm or corporation other than the Company without
the prior written consent of the Board of Directors of the Company.

        (b) The Officer shall perform his duties in accordance with all applicable
laws, rules, or regulations that apply to the Company and/or its business,
assets (real or personal), or employees.


2. COMPENSATION.

        2.1 Salary.

        (a) For so long as Officer is employed by the Company, the Company agrees
to pay to the Officer, and the Officer shall accept from the Company, for all of
his services rendered pursuant to this Agreement, a salary of (One hundred
twenty-five thousand dollars) $125,000 per annum, payable semimonthly.

        (b) The Company's Board of Directors, or compensation committee shall
review the Officer's salary annually and merit increases thereon shall be
considered and may be approved, in the sole and unlimited discretion be reviewed
annually by the Company's Board of Directors, and merit increases thereon shall
be considered and may be approved, in the sole and unlimited discretion of the
Company's Board of Directors, depending in part on the profits and cash flow of
the Company. If the Company's Board of Directors or Compensation Committee
elects in its discretion to increase the salary of the Officer at any time or
from time to time, the new salary rate shall, without further action by the
Officer or the Company, be deemed substituted for the amount set forth above. At
such time, this Agreement shall be deemed amended accordingly (notwithstanding
the provisions of Paragraph 5.7 below), and, as so amended, shall remain in full
force and effect.

        2.2 Bonuses. The Company, in the sole and unfettered discretion of its
Board of Directors or Compensation Committee, may from time to time award cash
bonuses to the Officer based upon its measure of Officer's performance. Such
bonuses may be awarded in a lump sum or may be conditioned upon the future
performance or employment of Officer, in the sole and unfettered discretion of
the Board of Directors of the Company.

        2.3 Expenses. Upon submission of appropriate invoices or vouchers, the
Company shall pay or reimburse the Officer for all reasonable expenses incurred
by the Officer in the performance of his duties hereunder in furtherance of the
business of the Company.




                                       2




        2.4 Benefits. The Company extends to the Officer the right to participate
in whatever employee benefit plans (excluding any employee benefit plan covered
separately in this Agreement) may be in effect from time to time, to the extent
the Officer is eligible under the terms of the plans. However, no employee
benefits other than those specifically conferred by the terms of this Agreement
have been promised to the Officer in connection with this employment. The
adoption of one or more employee benefit plans, the terms of the plans, and the
Officer's participation in the plans, if any, are in the sole discretion of the
Company and may be changed by the Company at any time and from time to time.

        2.5 Stock Grant.

        To induce the Officer to accept the position of Chief Scientific Officer,
the Officer has granted from the Company Thirteen Million Two Hundred Fifty
Thousand (13,250,000) shares of common stock and One Million Five Hundred
Thousand (1,500,000) Series B preferred stock shares.

        The shares represented by this certificate are subject to, and transferable
only upon compliance with, all of the terms and conditions of the Articles of
Incorporation of the issuing corporation, a copy of which is on file at the
principal office of the issuing corporation.

        2.6 Vacation; Sick Leave. The Company's vacation and sick leave policy has
been established by the Company and may be changed by the Company at any time
and from time to time. Said policy is published in separate data files
accessible to the Officer. The Officer will not be entitled to receive payment
for any unused sick leave either during employment or upon termination of
employment.

        2.7 Withholding. The Company may withhold from any amounts payable under
this Agreement any and all federal, state, city, or other taxes or other amounts
required to be withheld by any applicable law.


3. TERMINATION.

        3.1 Termination Upon 30 Days Notice.

        (a) Either party may terminate the Officer's employment under this
Agreement for any reason whatsoever, either with or without cause, upon giving
the other party no less than thirty (30) days prior written notice of such
termination ( the "Notice Date"). The effective date of a termination pursuant
to this Paragraph 3.1 shall be such termination date as stated on the notice,
provided that the termination date can be no earlier than the 31st day following
the day the notice becomes effective pursuant to Paragraph 5.4 below (the
"Termination Date").

        (b) Until the expiration of the contract on April 30, 2009 ("Transition




                                       3




Period"), unless terminated for "Cause" as defined in section 3.4 or if the
Officer resigns from his position or duties, the Officer will continue to be
considered as an employee of the Company only for the purpose of receiving the
compensation and benefits awarded in Sections 2.1, 2.2, 2.4, and 2.5 hereof.
More specifically, for the duration of Transition Period the Officer (i) shall
continue to receive his salary at the rate in effect as of the Notice Date, (ii)
shall continue to be considered an employee of the Company for purposes of
determining eligibility to receive any contingent or deferred bonuses awarded to
the Officer prior to the Termination Date, (iii) shall continue to be considered
an officer of the Company for purposes of vesting in Stock Options, and (iv)
shall, to the extent allowed by such plan, remain eligible to participate in any
benefit plan of the Company in which the Officer participates as of the Notice
Date.

        (c) Notwithstanding any provision herein to the contrary, however, the
Officer will not be entitled to act as, or represent himself to be, an officer
or employee of the Company following the Termination date and will not be
entitled to receive or participate in any bonus, incentive, or benefit program,
involving stock or otherwise, that is established following the Termination
Date.

        3.2 Termination by Mutual Consent. The Officer and the Company may at any
time terminate the employment of the Officer under this Agreement by mutual
consent in writing upon the terms and conditions stated in such writing.

        3.3 Termination Upon Death. If the Officer dies, his employment shall
immediately terminate automatically as of the date of his death. In such event,
the Officer shall be treated as if he had terminated his employment with the
Company under the terms of Section 3.1 above, with the date of his death serving
as both the Notice Date and the Termination Date.

        3.4 Termination for Cause. This Agreement may be terminated for Cause by
either party for the following reasons, only:


             3.4.a.1  Commission of a criminal offense by either party in
                the course of performance of the Agreement shall entitle the
                other to effect  immediate  termination  upon giving written
                notice;

             3.4.a.2 If either party becomes insolvent or makes a general
                assignment  for the benefit of  creditors  or if petition in
                bankruptcy is filed against the defaulting  party and is not
                discharged or disputed  within five (5) working days of such
                filing or of the agent is adjudicated bankrupt or insolvent;

             3.4.a.3 The election of one party (the "aggrieved party") to
                terminate  this  Agreement  upon (1) the  actual  breach  or
                actual   default  by  the  other  party  in  the  reasonable
                performance of the defaulting party's obligations and duties
                under this  Agreement and (2) the failure of the  defaulting
                party to cure the same within  fifteen  (15) days (the "cure
                period")  after  receipt by the  defaulting  party of a good




                                       4




                faith  written  notice from the aggrieved  party  specifying
                such breach or default and (3) provided that the  defaulting
                party has not cured the default and the aggrieved  party may
                then give written  notice to defaulting  party of his or its
                election to terminate ten (10) days after  expiration of the
                cure period.

        3.5 Change of Control. Officer shall make a good faith effort to aid in the
change of control necessitated by the termination of this agreement. To the
extent feasible and/or practical, Officer shall devote the time and energy
necessary to effect said goal of a smooth change of control for the successor
chief scientific officer. All compensation due Officer by the Company under this
contract of any type shall be vested and received, to the extent practicable, by
Officer, upon initiation of the change of control period.

4. PROPRIETARY INFORMATION AND ITEMS.

         4.1 Acknowledgments. The Officer acknowledges that (a) the Officer has or
will be afforded access to Proprietary Information of the Company or its
affiliates; (b) public disclosure of such Proprietary Information could have an
adverse effect on the Company and its affiliates; and (c) the provisions of this
Section 4 are reasonable and necessary to prevent the improper use or disclosure
of such Proprietary Information.

         4.2 Non-Disclosure and Non-Use of Proprietary Information. During the
Officer's employment by the Company and for a period of five (5) years
thereafter, the Officer covenants and agrees that the Officer (a) shall not
disclose to others or use for the benefit of himself or others, any of the
Company's Proprietary Information, except that the Officer may disclose such
information (i) in the course of and in furtherance of the Officer's employment
with the Company to the extent necessary for the benefit of the Company, (ii)
with the prior specific written consent of the Board of Directors of the
Company, or (iii) to the extent required by law; and (b) shall take all measures
reasonably necessary to preserve the confidentiality of all Proprietary
Information of the Company known to the Officer, shall cooperate fully with the
Company's or its affiliates' enforcement of measures intended to preserve the
confidentiality of all Proprietary Information, and shall notify the Board of
Directors immediately upon receiving any request for, or making any disclosure
of, any Proprietary Information from or to any person other than an officer or
employee of the Company or of one of its affiliates who has a need to know such
information.

         4.3 Proprietary Information. For purposes of this Agreement, "Proprietary
Information" means trade secrets, secret or confidential information or
knowledge pertaining to, or any other nonpublic information pertaining to the
business or affairs of the Company or any of its affiliates, including without
limitation, medical imaging software programs (including source code and object
code) and design documentation; identities, addresses, backgrounds, or other
information regarding customers, potential customers, employees, contractors, or
sources of referral; marketing plans or strategies, business or personnel
acquisition plans; pending or contemplated projects, ventures, or proposals;
financial information (including historical financial statements; financial,
capital, or operating budgets, plans or projections; historical or projected
sales, and the amounts of compensation paid to employees and contractors); trade
secrets, know-how, technical processes, or research projects; and notes,
analysis, compilations, studies, summaries, and other material prepared by or
for the Company containing or based, in whole or in part, on any information
included in the foregoing, except information that is generally known in the
industry (other than as a result of a disclosure by the Officer).

         4.4 Proprietary Items. Upon termination or expiration of the Officer's
employment by the Company for any reason or by either party, or upon the request
of the Company during such tenure, the Officer will immediately return to the
Company all Proprietary Items in the Officer's possession or subject to the
Officer's control, and the Officer shall not retain any copies, abstracts,
sketches, or other physical embodiment of any Proprietary Items. For purposes of
this Agreement, "Proprietary Items" means all documents and tangible items
(including all customer lists, memoranda, books, papers, records, notebooks,
plans, models, components, devices, or computer software or code, whether
embodied in a disk or in any other form) provided to the Officer by the Company,
created by the Officer, or otherwise coming into the Officer's possession for
use in connection with is engagement with the Company or otherwise containing
Proprietary Information (whether provided or created during the term of this
agreement or prior thereto).

        4.5 Ownership Rights. The Officer recognizes that, as between the Company
and the Officer, all of the Proprietary Information and all of the Proprietary
Items, whether or not developed by the Officer, are the exclusive property of
the Company. The Officer agrees that all intellectual property of every kind,
including without limitation copyright, patent, trademarks, trade secrets, and
similar rights, created or developed or realized in connection with the
Officer's performance of any duties or functions as an Officer of the Company
(collectively, the "Intellectual Property") shall be the exclusive property of
the Company and shall constitute Proprietary Information. The Officer hereby
assigns unto the Company all rights, title, and interest that the Officer may
have to such Intellectual Property and each and every derivative work thereof,
and agrees to execute, acknowledge, and deliver to the Company as assignment to
the Company of any right, title, or interest of the Officer in any and all such
Intellectual Property, in such form as may be reasonably requested by the
Company.

        4.6 Disputes of Controversies.The Officer recognizes that, should a dispute
or controversy arising from or relating to this portion of the Agreement
(Section 4) be submitted for adjudication to any court, arbitration panel, or
other third party, the preservation of the secrecy of Proprietary Information
may be jeopardized. The Officer agrees that he will use best efforts to ensure
that all pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy.


5. NON-INTERFERENCE; COMPLIANCE WITH LAW; COOPERATION

        5.1 Non-Interference. During the Officer's employment with the Company and
for a period of five (5) years following termination or expiration of such
tenure, the Officer covenants and agrees that the Officer shall not, directly or
indirectly, for the benefit of the Officer or another (a) persuade or attempt to
persuade any employee, independent contractor, consultant, agent, supplier, or
distributor of the Company or of any affiliate of the Company to discontinue
such person's relationship with the Company or the affiliate; (b) hire away or
solicit to hire away from the Company or from any of its affiliates any
employee; (c) otherwise engage or seek to engage any employee or independent
contractor of the Company or of any of its affiliates in a business relationship
that would or might conflict with such employee's or independent contractor's
obligations to the Company or affiliate; (d) interfere with the Company's or any
of its affiliates' relationship with any governmental or business entity,
including payor, supplier, lender, or contractor of the Company or the
affiliate; or (e) disparage the Company or any of its affiliates or any of the
shareholders, directors, officers, employees, or agents of any of them.

         5.2 Cooperation. During the Officer's Employment with the Company and for a
period of five (5) years following the termination or expiration of such tenure,
the Officer agrees to cooperate with the Company and its affiliates in
connection with any litigation or investigation involving the Company or any of
its affiliates or any of the shareholders, directors, officers, employees, or
agents of any of them and shall furnish such information and assistance as may
be lawfully requested by the Company.

6. NON-COMPETITION

         During the Officer's employment by the Company and for a period of two (2)
years following the termination or expiration of such tenure, the officer
covenants and agrees to refrain from carrying on or engaging in a business
similar to that of the Company, and from soliciting customers of the Company,
within the North America, so long as the Company carries on a like business
therein. It is further stipulated that as forbearance for this contract term,
Company has provided Officer with separate and distinct consideration of not
less than 25,000 shares of common stock.

         Each word of the foregoing provision is severable.


7. GENERAL PROVISIONS

         7.1 Indemnification. The Company hereby agrees to indemnify and hold
harmless the Officer from and against any and all losses, claims, damages,
expenses and/or liabilities which may incur arising out of the normal course of
business in carrying out the duties and responsibilities associated with the
position of Chief Scientific Officer arising from the Officer's reliance upon
and approved use of information, reports and data furnished by and
representations made by the Company, with respect to itself, where the Officer
in turn distributes and conveys such information, reports and data to the public
in the normal course of representing the Company. Such indemnification shall
include, but not be limited to, expenses (including all attorney's fees),
judgments, and amounts paid in settlement actually and reasonably incurred by
Officer in connection with an action, suit or proceeding brought against the
Company or Officer.

         7.2 Injunctive Relief. The Officer acknowledges that the injury that would
be suffered by the Company as a result of a breach of the provisions of this
Agreement would be largely irreparable and that an award of monetary damages to
the Company for such a breach would be an inadequate remedy. The Company will
have the right, in addition to any other rights it may have (including the right
to damages that the Company may suffer), to obtain injunctive relief to restrain
any breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement, and the Company will not be obligated to post bond
or other security in seeking such relief. The Officer agrees to request neither
bond nor security in connection with any such injunction. The Officer agrees
that if he breaches this Agreement, the Officer shall be liable for any
attorney's fees and costs incurred by the Company in enforcing its rights under
this Agreement.

         7.3 Essential, Independent, and Surviving Covenants.

        (a) The parties agree that the covenants by the Officer in Sections 4, 5,
and 6 are essential elements of this Agreement, and without the Officer's
agreement to comply with such covenants, the Company would not have entered into
this Agreement.

        (b) The Officer's covenants in Sections 4, 5, and 6 are independent
covenants and the existence of any claim by the officer against the Company
under this Agreement or otherwise will not excuse the Officer's breach of any
covenant in Section 4, 5, or 6.

        (c) After the Officer's employment by the Company is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Officer in Sections 4, 5, and 6.

         7.4 Binding Effect; Benefits; Assignment. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs, and legal representatives. Insofar as the Officer is
concerned, this contract, being personal, cannot be assigned other than by will
or the laws of descent and distribution.

         7.5 Notices. All notices and other communications which are required or
permitted hereunder shall be in writing and shall be sufficient if mailed by
certified mail, postage prepaid, and shall be effective three days after such
mailing or upon delivery, whichever is earlier, to the following addresses or
such other address as the appropriate party may advise each other party hereto:

                If to the Officer:

                                Dr. Ira Goldknopf
                                42 Bushwood
                                The Woodlands, TX 77380




                If to the Company:
                                Power 3 Medical Products, Inc.
                                3400 Research Forest Drive
                                The Woodlands, TX 77381

                Copy to:

                                Billings and Solomon, PLLC
                                2777 Allen Parkway, Suite 460
                                Houston, TX 77019
                                ATTN: Richard P. Martini

         7.6 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto and supersedes all prior agreements and understandings, oral
or written, between the parties hereto with respect to the subject matter
hereof.

         7.7 No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Company, the Officer, and
their respective successors and permitted assigns, other than as expressly set
forth in this Agreement.

         7.8 Amendments and Waivers. Except as set forth in Paragraph 2.1(b) above,
this Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment sought. Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Agreement on the part of such other party hereto to be performed or complied
with. The waiver by any party hereto of a breach of any term or provision of
this Agreement shall not be construed as a waiver of any subsequent breach. No
delay or failure by either party in exercising any right under this Agreement,
and no partial or single exercise of that right, shall constitute a waiver of
that or any other right.

         7.9 Headings. The paragraph headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a party of this Agreement
or to control or affect the meaning or construction of any provision of this
Agreement.

         7.10 Construction. The language used in this Agreement will be deemed to be
the language chosen by the Company and the Officer to express their mutual
intent, and no rule of strict construction shall be applied against either
party.

         7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

         7.12 Severability. If any term or provision of this Agreement is held or
deemed to be invalid or unenforceable, in whole or in part, by a court of
competent jurisdiction, this Agreement shall be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement.

         7.13 Expenses and Attorney's Fees. In the event that a dispute arises under
this Agreement that results in litigation or arbitration, the prevailing party,
as determined by the decision of a court or forum of competent and final
jurisdiction, shall be entitled to court costs and reasonable attorney's fees. A
court or forum of "final" jurisdiction shall mean a court of forum from which no
appeal may be taken or from whose decree, decision, judgment, or order no appeal
is taken or prosecuted.

         7.14 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict
of laws principles thereof.

         7.15 Agreement Preparation. The Officer acknowledges that this Agreement
has been prepared by counsel for the Company, and the Officer has not relied on
any representation made by the Company's attorneys. The Officer has engaged an
attorney of his choice to review this agreement on his behalf. By signing this
employment agreement, officer is hereby certifying that officer (a) received a
copy of this agreement for review and study before executing it; (b) read this
agreement carefully before signing it; (c) had sufficient opportunity before
signing the agreement to ask any questions officer had about the agreement and
received satisfactory answers to all such questions; and (d) understands
officer's rights and obligations under the agreement.

         IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement as of the date first written above.

                                        OFFICER:


                                           _________________________________
                                           Dr. Ira Goldknopf



                                        COMPANY:

                                           Power 3 Medical Products, Inc.



                                           By:_______________________________
                                                Steven B. Rash
                                                Chief Executive Officer

EX-10.2

                              EMPLOYMENT AGREEMENT

        This Employment agreement (the "Agreement") is dated as of May 18, 2004 and
between Power 3 Medical Products, Inc., a New York corporation (the "Company"),
and Michael Rosinski (the "Officer").

                                    RECITALS

        The Company is a breakthrough proteomics company specializing in the
identification of disease footprints in the areas of chemotherapeutic drug
resistance and the early detection of breast cancer and neurological diseases
throughout North America (the "Territory"). The Company desires to employ
Officer, and the Officer desires to accept such employment, on the terms and
subject to the conditions set forth in this Agreement.


        NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements herein provided, the parties hereto agree as follows:


1. EMPLOYMENT TERMS

         1.1 Term. The Company hereby employs the Officer, and the Officer hereby
accepts employment with the Company, all in accordance with the terms and
conditions hereof, for a term commencing on May 18, 2004 and terminating on May
17, 2007. However, the Officer shall be considered to be employed by the Company
beyond the Termination Date for purposes of receiving certain benefits conferred
under this Agreement, as described in Section 3.1 hereof.

         1.2 Position and Duties.

        (a) The Company hereby employs the Officer, and the Officer agrees to serve
the Company, as an officer of the Company pursuant to the terms of this
Agreement. The Company has by action of its Board of Directors appointed the
Officer to the position of Chief Financial Officer, however it may, in the sole
and unfettered discretion of the Board of Directors, amend the Officer's title
and/or duties and responsibilities, provided that the Officer remains an officer
of the Company pursuant to the terms of this Agreement.

        (b) The Officer shall be responsible for such duties as are commensurate
with the office in which he serves and as may from time to time be assigned to
the Officer by the Company's Board of Directors.

         1.3 Performance of Duties.

        (a) At all times prior to the Termination Date, the Officer (i) shall
devote his full business time, energies, best efforts, and attention to the




                                       1




business of the Company, (ii) shall faithfully and diligently perform the duties
of his employment with the Company, (iii) shall do all reasonably in his power
to promote, develop, and extend the business of the Company, and (iv) shall not
enter into the service of, or be employed in any capacity or for any purpose
whatsoever by, any person, firm or corporation other than the Company without
the prior written consent of the Board of Directors of the Company.

        (b) The Officer shall perform his duties in accordance with all applicable
laws, rules, or regulations that apply to the Company and/or its business,
assets (real or personal), or employees.


2. COMPENSATION.

        2.1 Salary.

        (a) For so long as Officer is employed by the Company, the Company agrees
to pay to the Officer, and the Officer shall accept from the Company, for all of
his services rendered pursuant to this Agreement, a salary of (One hundred
twenty thousand dollara) $120,000 per annum, payable semimonthly.

        (b) The Company's Board of Directors, or compensation committee shall
review the Officer's salary annually and merit increases thereon shall be
considered and may be approved, in the sole and unlimited discretion be reviewed
annually by the Company's Board of Directors, and merit increases thereon shall
be considered and may be approved, in the sole and unlimited discretion of the
Company's Board of Directors, depending in part on the profits and cash flow of
the Company. If the Company's Board of Directors or Compensation Committee
elects in its discretion to increase the salary of the Officer at any time or
from time to time, the new salary rate shall, without further action by the
Officer or the Company, be deemed substituted for the amount set forth above. At
such time, this Agreement shall be deemed amended accordingly (notwithstanding
the provisions of Paragraph 5.7 below), and, as so amended, shall remain in full
force and effect.

        2.2 Bonuses. The Company, in the sole and unfettered discretion of its
Board of Directors or Compensation Committee, may from time to time award cash
bonuses to the Officer based upon its measure of Officer's performance. Such
bonuses may be awarded in a lump sum or may be conditioned upon the future
performance or employment of Officer, in the sole and unfettered discretion of
the Board of Directors of the Company.

        2.3 Expenses. Upon submission of appropriate invoices or vouchers, the
Company shall pay or reimburse the Officer for all reasonable expenses incurred
by the Officer in the performance of his duties hereunder in furtherance of the
business of the Company.




                                       2




        2.4 Benefits. The Company extends to the Officer the right to participate
in whatever employee benefit plans (excluding any employee benefit plan covered
separately in this Agreement) may be in effect from time to time, to the extent
the Officer is eligible under the terms of the plans. However, no employee
benefits other than those specifically conferred by the terms of this Agreement
have been promised to the Officer in connection with this employment. The
adoption of one or more employee benefit plans, the terms of the plans, and the
Officer's participation in the plans, if any, are in the sole discretion of the
Company and may be changed by the Company at any time and from time to time.

        2.5 Stock Grant.

        To induce the Officer to accept the position of Chief Financial Officer,
the Officer has granted from the Company One hundred forty thousand (140,000)
shares of common stock.

        The shares represented by this certificate are subject to, and transferable
only upon compliance with, all of the terms and conditions of the Articles of
Incorporation of the issuing corporation, a copy of which is on file at the
principal office of the issuing corporation.

        2.6 Vacation; Sick Leave. The Company's vacation and sick leave policy has
been established by the Company and may be changed by the Company at any time
and from time to time. Said policy is published in separate data files
accessible to the Officer. The Officer will not be entitled to receive payment
for any unused sick leave either during employment or upon termination of
employment.

        2.7 Withholding. The Company may withhold from any amounts payable under
this Agreement any and all federal, state, city, or other taxes or other amounts
required to be withheld by any applicable law.


3. TERMINATION.

        3.1 Termination Upon 30 Days Notice.

        (a) Either party may terminate the Officer's employment under this
Agreement for any reason whatsoever, either with or without cause, upon giving
the other party no less than thirty (30) days prior written notice of such
termination ( the "Notice Date"). The effective date of a termination pursuant
to this Paragraph 3.1 shall be such termination date as stated on the notice,
provided that the termination date can be no earlier than the 31st day following
the day the notice becomes effective pursuant to Paragraph 5.4 below (the
"Termination Date").

        (b) Until the expiration of the contract on April 30, 2009 ("Transition




                                       3




Period"), unless terminated for "Cause" as defined in section 3.4 or if the
Officer resigns from his position or duties, the Officer will continue to be
considered as an employee of the Company only for the purpose of receiving the
compensation and benefits awarded in Sections 2.1, 2.2, 2.4, and 2.5 hereof.
More specifically, for the duration of Transition Period the Officer (i) shall
continue to receive his salary at the rate in effect as of the Notice Date, (ii)
shall continue to be considered an employee of the Company for purposes of
determining eligibility to receive any contingent or deferred bonuses awarded to
the Officer prior to the Termination Date, (iii) shall continue to be considered
an officer of the Company for purposes of vesting in Stock Options, and (iv)
shall, to the extent allowed by such plan, remain eligible to participate in any
benefit plan of the Company in which the Officer participates as of the Notice
Date.

        (c) Notwithstanding any provision herein to the contrary, however, the
Officer will not be entitled to act as, or represent himself to be, an officer
or employee of the Company following the Termination date and will not be
entitled to receive or participate in any bonus, incentive, or benefit program,
involving stock or otherwise, that is established following the Termination
Date.

        3.2 Termination by Mutual Consent. The Officer and the Company may at any
time terminate the employment of the Officer under this Agreement by mutual
consent in writing upon the terms and conditions stated in such writing.

        3.3 Termination Upon Death. If the Officer dies, his employment shall
immediately terminate automatically as of the date of his death. In such event,
the Officer shall be treated as if he had terminated his employment with the
Company under the terms of Section 3.1 above, with the date of his death serving
as both the Notice Date and the Termination Date.

        3.4 Termination for Cause. This Agreement may be terminated for Cause by
either party for the following reasons, only:


             3.4.a.1  Commission of a criminal offense by either party in
                the course of performance of the Agreement shall entitle the
                other to effect  immediate  termination  upon giving written
                notice;

             3.4.a.2 If either party becomes insolvent or makes a general
                assignment  for the benefit of  creditors  or if petition in
                bankruptcy is filed against the defaulting  party and is not
                discharged or disputed  within five (5) working days of such
                filing or of the agent is adjudicated bankrupt or insolvent;

             3.4.a.3 The election of one party (the "aggrieved party") to
                terminate  this  Agreement  upon (1) the  actual  breach  or
                actual   default  by  the  other  party  in  the  reasonable
                performance of the defaulting party's obligations and duties
                under this  Agreement and (2) the failure of the  defaulting
                party to cure the same within  fifteen  (15) days (the "cure
                period")  after  receipt by the  defaulting  party of a good




                                       4




                faith  written  notice from the aggrieved  party  specifying
                such breach or default and (3) provided that the  defaulting
                party has not cured the default and the aggrieved  party may
                then give written  notice to defaulting  party of his or its
                election to terminate ten (10) days after  expiration of the
                cure period.

        3.5 Change of Control. Officer shall make a good faith effort to aid in the
change of control necessitated by the termination of this agreement. To the
extent feasible and/or practical, Officer shall devote the time and energy
necessary to effect said goal of a smooth change of control for the successor
chief financial officer. All compensation due Officer by the Company under this
contract of any type shall be vested and received, to the extent practicable, by
Officer, upon initiation of the change of control period.

4. PROPRIETARY INFORMATION AND ITEMS.

        4.1 Acknowledgments. The Officer acknowledges that (a) the Officer has or
will be afforded access to Proprietary Information of the Company or its
affiliates; (b) public disclosure of such Proprietary Information could have an
adverse effect on the Company and its affiliates; and (c) the provisions of this
Section 4 are reasonable and necessary to prevent the improper use or disclosure
of such Proprietary Information.

        4.2 Non-Disclosure and Non-Use of Proprietary Information. During the
Officer's employment by the Company and for a period of five (5) years
thereafter, the Officer covenants and agrees that the Officer (a) shall not
disclose to others or use for the benefit of himself or others, any of the
Company's Proprietary Information, except that the Officer may disclose such
information (i) in the course of and in furtherance of the Officer's employment
with the Company to the extent necessary for the benefit of the Company, (ii)
with the prior specific written consent of the Board of Directors of the
Company, or (iii) to the extent required by law; and (b) shall take all measures
reasonably necessary to preserve the confidentiality of all Proprietary
Information of the Company known to the Officer, shall cooperate fully with the
Company's or its affiliates' enforcement of measures intended to preserve the
confidentiality of all Proprietary Information, and shall notify the Board of
Directors immediately upon receiving any request for, or making any disclosure
of, any Proprietary Information from or to any person other than an officer or
employee of the Company or of one of its affiliates who has a need to know such
information.

        4.3 Proprietary Information. For purposes of this Agreement, "Proprietary
Information" means trade secrets, secret or confidential information or
knowledge pertaining to, or any other nonpublic information pertaining to the
business or affairs of the Company or any of its affiliates, including without
limitation, medical imaging software programs (including source code and object
code) and design documentation; identities, addresses, backgrounds, or other
information regarding customers, potential customers, employees, contractors, or
sources of referral; marketing plans or strategies, business or personnel
acquisition plans; pending or contemplated projects, ventures, or proposals;




                                       5




financial information (including historical financial statements; financial,
capital, or operating budgets, plans or projections; historical or projected
sales, and the amounts of compensation paid to employees and contractors); trade
secrets, know-how, technical processes, or research projects; and notes,
analysis, compilations, studies, summaries, and other material prepared by or
for the Company containing or based, in whole or in part, on any information
included in the foregoing, except information that is generally known in the
industry (other than as a result of a disclosure by the Officer).

        4.4 Proprietary Items. Upon termination or expiration of the Officer's
employment by the Company for any reason or by either party, or upon the request
of the Company during such tenure, the Officer will immediately return to the
Company all Proprietary Items in the Officer's possession or subject to the
Officer's control, and the Officer shall not retain any copies, abstracts,
sketches, or other physical embodiment of any Proprietary Items. For purposes of
this Agreement, "Proprietary Items" means all documents and tangible items
(including all customer lists, memoranda, books, papers, records, notebooks,
plans, models, components, devices, or computer software or code, whether
embodied in a disk or in any other form) provided to the Officer by the Company,
created by the Officer, or otherwise coming into the Officer's possession for
use in connection with is engagement with the Company or otherwise containing
Proprietary Information (whether provided or created during the term of this
agreement or prior thereto).

        4.5 Ownership Rights. The Officer recognizes that, as between the Company
and the Officer, all of the Proprietary Information and all of the Proprietary
Items, whether or not developed by the Officer, are the exclusive property of
the Company. The Officer agrees that all intellectual property of every kind,
including without limitation copyright, patent, trademarks, trade secrets, and
similar rights, created or developed or realized in connection with the
Officer's performance of any duties or functions as an Officer of the Company
(collectively, the "Intellectual Property") shall be the exclusive property of
the Company and shall constitute Proprietary Information. The Officer hereby
assigns unto the Company all rights, title, and interest that the Officer may
have to such Intellectual Property and each and every derivative work thereof,
and agrees to execute, acknowledge, and deliver to the Company as assignment to
the Company of any right, title, or interest of the Officer in any and all such
Intellectual Property, in such form as may be reasonably requested by the
Company.

        4.6 Disputes of Controversies.The Officer recognizes that, should a dispute
or controversy arising from or relating to this portion of the Agreement
(Section 4) be submitted for adjudication to any court, arbitration panel, or
other third party, the preservation of the secrecy of Proprietary Information
may be jeopardized. The Officer agrees that he will use best efforts to ensure
that all pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy.


5. NON-INTERFERENCE; COMPLIANCE WITH LAW; COOPERATION




                                       6




         5.1 Non-Interference. During the Officer's employment with the Company and
for a period of five (5) years following termination or expiration of such
tenure, the Officer covenants and agrees that the Officer shall not, directly or
indirectly, for the benefit of the Officer or another (a) persuade or attempt to
persuade any employee, independent contractor, consultant, agent, supplier, or
distributor of the Company or of any affiliate of the Company to discontinue
such person's relationship with the Company or the affiliate; (b) hire away or
solicit to hire away from the Company or from any of its affiliates any
employee; (c) otherwise engage or seek to engage any employee or independent
contractor of the Company or of any of its affiliates in a business relationship
that would or might conflict with such employee's or independent contractor's
obligations to the Company or affiliate; (d) interfere with the Company's or any
of its affiliates' relationship with any governmental or business entity,
including payor, supplier, lender, or contractor of the Company or the
affiliate; or (e) disparage the Company or any of its affiliates or any of the
shareholders, directors, officers, employees, or agents of any of them.

         5.2 Cooperation. During the Officer's Employment with the Company and for a
period of five (5) years following the termination or expiration of such tenure,
the Officer agrees to cooperate with the Company and its affiliates in
connection with any litigation or investigation involving the Company or any of
its affiliates or any of the shareholders, directors, officers, employees, or
agents of any of them and shall furnish such information and assistance as may
be lawfully requested by the Company.

6. NON-COMPETITION

         During the Officer's employment by the Company and for a period of two (2)
years following the termination or expiration of such tenure, the officer
covenants and agrees to refrain from carrying on or engaging in a business
similar to that of the Company, and from soliciting customers of the Company,
within the North America, so long as the Company carries on a like business
therein. It is further stipulated that as forbearance for this contract term,
Company has provided Officer with separate and distinct consideration of not
less than 25,000 shares of common stock.

         Each word of the foregoing provision is severable.


7. GENERAL PROVISIONS

         7.1 Indemnification. The Company hereby agrees to indemnify and hold
harmless the Officer from and against any and all losses, claims, damages,
expenses and/or liabilities which may incur arising out of the normal course of
business in carrying out the duties and responsibilities associated with the
position of Chief Financial Officer arising from the Officer's reliance upon and
approved use of information, reports and data furnished by and representations
made by the Company, with respect to itself, where the Officer in turn




                                       7




distributes and conveys such information, reports and data to the public in the
normal course of representing the Company. Such indemnification shall include,
but not be limited to, expenses (including all attorney's fees), judgments, and
amounts paid in settlement actually and reasonably incurred by Officer in
connection with an action, suit or proceeding brought against the Company or
Officer.

         7.2 Injunctive Relief. The Officer acknowledges that the injury that would
be suffered by the Company as a result of a breach of the provisions of this
Agreement would be largely irreparable and that an award of monetary damages to
the Company for such a breach would be an inadequate remedy. The Company will
have the right, in addition to any other rights it may have (including the right
to damages that the Company may suffer), to obtain injunctive relief to restrain
any breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement, and the Company will not be obligated to post bond
or other security in seeking such relief. The Officer agrees to request neither
bond nor security in connection with any such injunction. The Officer agrees
that if he breaches this Agreement, the Officer shall be liable for any
attorney's fees and costs incurred by the Company in enforcing its rights under
this Agreement.

         7.3 Essential, Independent, and Surviving Covenants.

        (a) The parties agree that the covenants by the Officer in Sections 4, 5,
and 6 are essential elements of this Agreement, and without the Officer's
agreement to comply with such covenants, the Company would not have entered into
this Agreement.

        (b) The Officer's covenants in Sections 4, 5, and 6 are independent
covenants and the existence of any claim by the officer against the Company
under this Agreement or otherwise will not excuse the Officer's breach of any
covenant in Section 4, 5, or 6.

        (c) After the Officer's employment by the Company is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Officer in Sections 4, 5, and 6.

         7.4 Binding Effect; Benefits; Assignment. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs, and legal representatives. Insofar as the Officer is
concerned, this contract, being personal, cannot be assigned other than by will
or the laws of descent and distribution.

         7.5 Notices. All notices and other communications which are required or
permitted hereunder shall be in writing and shall be sufficient if mailed by
certified mail, postage prepaid, and shall be effective three days after such
mailing or upon delivery, whichever is earlier, to the following addresses or
such other address as the appropriate party may advise each other party hereto:




                                       8




                If to the Officer:

                                Michael J. Rosinski
                                3 West Windward Cove
                                The Woodlands, Tx. 77381


                If to the Company:

                                Power 3 Medical Products, Inc.
                                3400 Research Forest Drive
                                The Woodlands, TX 77381

                Copy to:

                                Billings and Solomon, PLLC
                                2777 Allen Parkway, Suite 460
                                Houston, TX 77019
                                ATTN: Richard P. Martini

         7.6 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto and supersedes all prior agreements and understandings, oral
or written, between the parties hereto with respect to the subject matter
hereof.

         7.7 No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Company, the Officer, and
their respective successors and permitted assigns, other than as expressly set
forth in this Agreement.

         7.8 Amendments and Waivers. Except as set forth in Paragraph 2.1(b) above,
this Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment sought. Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Agreement on the part of such other party hereto to be performed or complied
with. The waiver by any party hereto of a breach of any term or provision of
this Agreement shall not be construed as a waiver of any subsequent breach. No
delay or failure by either party in exercising any right under this Agreement,
and no partial or single exercise of that right, shall constitute a waiver of
that or any other right.

         7.9 Headings. The paragraph headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a party of this Agreement
or to control or affect the meaning or construction of any provision of this
Agreement.




                                       9




         7.10 Construction. The language used in this Agreement will be deemed to be
the language chosen by the Company and the Officer to express their mutual
intent, and no rule of strict construction shall be applied against either
party.

         7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

         7.12 Severability. If any term or provision of this Agreement is held or
deemed to be invalid or unenforceable, in whole or in part, by a court of
competent jurisdiction, this Agreement shall be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement.

         7.13 Expenses and Attorney's Fees. In the event that a dispute arises under
this Agreement that results in litigation or arbitration, the prevailing party,
as determined by the decision of a court or forum of competent and final
jurisdiction, shall be entitled to court costs and reasonable attorney's fees. A
court or forum of "final" jurisdiction shall mean a court of forum from which no
appeal may be taken or from whose decree, decision, judgment, or order no appeal
is taken or prosecuted.

         7.14 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict
of laws principles thereof.

         7.15 Agreement Preparation. The Officer acknowledges that this Agreement
has been prepared by counsel for the Company, and the Officer has not relied on
any representation made by the Company's attorneys. The Officer has engaged an
attorney of his choice to review this agreement on his behalf. By signing this
employment agreement, officer is hereby certifying that officer (a) received a
copy of this agreement for review and study before executing it; (b) read this
agreement carefully before signing it; (c) had sufficient opportunity before
signing the agreement to ask any questions officer had about the agreement and
received satisfactory answers to all such questions; and (d) understands
officer's rights and obligations under the agreement.

        IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement as of the date first written above.

                                        OFFICER:


                                           /s/ Micheal Rosinski
                                           Michael Rosinski




                                       10




                                        COMPANY:

                                           Power 3 Medical Products, Inc.


                                           By:/s/ Steven Rash
                                              Steven B. Rash
                                              Chief Executive Officer






                                       11

EX-10.3

                              EMPLOYMENT AGREEMENT

        This Employment agreement (the "Agreement") is dated as of May 18, 2004 and
between Power 3 Medical Products, Inc., a New York corporation (the "Company"),
and Steven B. Rash (the "Officer").

                                    RECITALS

        The Company is a breakthrough proteomics company specializing in the
identification of disease footprints in the areas of chemotherapeutic drug
resistance and the early detection of breast cancer and neurological diseases
throughout North America (the "Territory"). The Company desires to employ
Officer, and the Officer desires to accept such employment, on the terms and
subject to the conditions set forth in this Agreement.


        NOW, THEREFORE, in consideration of the premises and of the covenants and
agreements herein provided, the parties hereto agree as follows:


1.EMPLOYMENT TERMS

`       1.1 Term. The Company hereby employs the Officer, and the Officer hereby
accepts employment with the Company, all in accordance with the terms and
conditions hereof, for a term commencing on May 18, 2004 and terminating on May
17, 2009. However, the Officer shall be considered to be employed by the Company
beyond the Termination Date for purposes of receiving certain benefits conferred
under this Agreement, as described in Section 3.1 hereof.

        1.2 Position and Duties.

        (a) The Company hereby employs the Officer, and the Officer agrees to serve
the Company, as an officer of the Company pursuant to the terms of this
Agreement. The Company has by action of its Board of Directors appointed the
Officer to the position of Chairman/Chief Executive Officer, however it may, in
the sole and unfettered discretion of the Board of Directors, amend the
Officer's title and/or duties and responsibilities, provided that the Officer
remains an officer of the Company pursuant to the terms of this Agreement.

        (b) The Officer shall be responsible for such duties as are commensurate
with the office in which he serves and as may from time to time be assigned to
the Officer by the Company's Board of Directors.

        1.3 Performance of Duties.

        (a) At all times prior to the Termination Date, the Officer (i) shall
devote his full business time, energies, best efforts, and attention to the




                                       1




business of the Company, (ii) shall faithfully and diligently perform the duties
of his employment with the Company, (iii) shall do all reasonably in his power
to promote, develop, and extend the business of the Company, and (iv) shall not
enter into the service of, or be employed in any capacity or for any purpose
whatsoever by, any person, firm or corporation other than the Company without
the prior written consent of the Board of Directors of the Company.

        (b) The Officer shall perform his duties in accordance with all applicable
laws, rules, or regulations that apply to the Company and/or its business,
assets (real or personal), or employees.


2. COMPENSATION.

        2.1 Salary.

        (a) For so long as Officer is employed by the Company, the Company agrees
to pay to the Officer, and the Officer shall accept from the Company, for all of
his services rendered pursuant to this Agreement, a salary of (Two Hundred and
Fifty Thousand Dollars) $250,000 per annum, payable semimonthly.

        (b) The Company's Board of Directors, or compensation committee shall
review the Officer's salary annually and merit increases thereon shall be
considered and may be approved, in the sole and unlimited discretion be reviewed
annually by the Company's Board of Directors, and merit increases thereon shall
be considered and may be approved, in the sole and unlimited discretion of the
Company's Board of Directors, depending in part on the profits and cash flow of
the Company. If the Company's Board of Directors or Compensation Committee
elects in its discretion to increase the salary of the Officer at any time or
from time to time, the new salary rate shall, without further action by the
Officer or the Company, be deemed substituted for the amount set forth above. At
such time, this Agreement shall be deemed amended accordingly (notwithstanding
the provisions of Paragraph 5.7 below), and, as so amended, shall remain in full
force and effect.

        2.2 Bonuses. The Company, in the sole and unfettered discretion of its
Board of Directors or Compensation Committee, may from time to time award cash
bonuses to the Officer based upon its measure of Officer's performance. Such
bonuses may be awarded in a lump sum or may be conditioned upon the future
performance or employment of Officer, in the sole and unfettered discretion of
the Board of Directors of the Company.

        2.3 Expenses. Upon submission of appropriate invoices or vouchers, the
Company shall pay or reimburse the Officer for all reasonable expenses incurred
by the Officer in the performance of his duties hereunder in furtherance of the
business of the Company.




                                       2




        2.4 Benefits. The Company extends to the Officer the right to participate
in whatever employee benefit plans (excluding any employee benefit plan covered
separately in this Agreement) may be in effect from time to time, to the extent
the Officer is eligible under the terms of the plans. However, no employee
benefits other than those specifically conferred by the terms of this Agreement
have been promised to the Officer in connection with this employment. The
adoption of one or more employee benefit plans, the terms of the plans, and the
Officer's participation in the plans, if any, are in the sole discretion of the
Company and may be changed by the Company at any time and from time to time.

        2.5 Stock Grant.

        To induce the Officer to accept the position of Chairman/Chief Executive
Officer, the Officer has granted from the Company Thirteen Million Two Hundred
Fifty Thousand (13,250,000) shares of common stock and One Million Five Hundred
Thousand (1,500,000) Series B preferred stock shares.

        The shares represented by this certificate are subject to, and transferable
only upon compliance with, all of the terms and conditions of the Articles of
Incorporation of the issuing corporation, a copy of which is on file at the
principal office of the issuing corporation.

        2.6 Vacation; Sick Leave. The Company's vacation and sick leave policy has
been established by the Company and may be changed by the Company at any time
and from time to time. Said policy is published in separate data files
accessible to the Officer. The Officer will not be entitled to receive payment
for any unused sick leave either during employment or upon termination of
employment.

        2.7 Withholding. The Company may withhold from any amounts payable under
this Agreement any and all federal, state, city, or other taxes or other amounts
required to be withheld by any applicable law.


3. TERMINATION.

        3.1 Termination Upon 30 Days Notice.

        (a) Either party may terminate the Officer's employment under this
Agreement for any reason whatsoever, either with or without cause, upon giving
the other party no less than thirty (30) days prior written notice of such
termination ( the "Notice Date"). The effective date of a termination pursuant
to this Paragraph 3.1 shall be such termination date as stated on the notice,
provided that the termination date can be no earlier than the 31st day following
the day the notice becomes effective pursuant to Paragraph 5.4 below (the
"Termination Date").

        (b) Until the expiration of the contract on April 30, 2009 ("Transition




                                       3




Period"), unless terminated for "Cause" as defined in section 3.4 or if the
Officer resigns from his position or duties, the Officer will continue to be
considered as an employee of the Company only for the purpose of receiving the
compensation and benefits awarded in Sections 2.1, 2.2, 2.4, and 2.5 hereof.
More specifically, for the duration of Transition Period the Officer (i) shall
continue to receive his salary at the rate in effect as of the Notice Date, (ii)
shall continue to be considered an employee of the Company for purposes of
determining eligibility to receive any contingent or deferred bonuses awarded to
the Officer prior to the Termination Date, (iii) shall continue to be considered
an officer of the Company for purposes of vesting in Stock Options, and (iv)
shall, to the extent allowed by such plan, remain eligible to participate in any
benefit plan of the Company in which the Officer participates as of the Notice
Date.

        (c) Notwithstanding any provision herein to the contrary, however, the
Officer will not be entitled to act as, or represent himself to be, an officer
or employee of the Company following the Termination date and will not be
entitled to receive or participate in any bonus, incentive, or benefit program,
involving stock or otherwise, that is established following the Termination
Date.

        3.2 Termination by Mutual Consent. The Officer and the Company may at any
time terminate the employment of the Officer under this Agreement by mutual
consent in writing upon the terms and conditions stated in such writing.

        3.3 Termination Upon Death. If the Officer dies, his employment shall
immediately terminate automatically as of the date of his death. In such event,
the Officer shall be treated as if he had terminated his employment with the
Company under the terms of Section 3.1 above, with the date of his death serving
as both the Notice Date and the Termination Date.

        3.4 Termination for Cause. This Agreement may be terminated for Cause by
either party for the following reasons, only:


               3.4.a.1  Commission of a criminal offense by either party in
                  the course of performance of the Agreement shall entitle the
                  other to effect  immediate  termination  upon giving written
                  notice;

               3.4.a.2 If either party becomes insolvent or makes a general
                  assignment  for the benefit of  creditors  or if petition in
                  bankruptcy is filed against the defaulting  party and is not
                  discharged or disputed  within five (5) working days of such
                  filing or of the agent is adjudicated bankrupt or insolvent;

               3.4.a.3 The election of one party (the "aggrieved party") to
                  terminate  this  Agreement  upon (1) the  actual  breach  or
                  actual   default  by  the  other  party  in  the  reasonable
                  performance of the defaulting party's obligations and duties
                  under this  Agreement and (2) the failure of the  defaulting
                  party to cure the same within  fifteen  (15) days (the "cure




                                       4




                  period")  after  receipt by the  defaulting  party of a good
                  faith  written  notice from the aggrieved  party  specifying
                  such breach or default and (3) provided that the  defaulting
                  party has not cured the default and the aggrieved  party may
                  then give written  notice to defaulting  party of his or its
                  election to terminate ten (10) days after  expiration of the
                  cure  period.

        3.5 Change of Control. Officer shall make a good faith effort to aid in the
change of control necessitated by the termination of this agreement. To the
extent feasible and/or practical, Officer shall devote the time and energy
necessary to effect said goal of a smooth change of control for the successor
chairman and/or chief executive officer. All compensation due Officer by the
Company under this contract of any type shall be vested and received, to the
extent practicable, by Officer, upon initiation of the change of control period.

4. PROPRIETARY INFORMATION AND ITEMS.

        4.1 Acknowledgments. The Officer acknowledges that (a) the Officer has or
will be afforded access to Proprietary Information of the Company or its
affiliates; (b) public disclosure of such Proprietary Information could have an
adverse effect on the Company and its affiliates; and (c) the provisions of this
Section 4 are reasonable and necessary to prevent the improper use or disclosure
of such Proprietary Information.

        4.2 Non-Disclosure and Non-Use of Proprietary Information. During the
Officer's employment by the Company and for a period of five (5) years
thereafter, the Officer covenants and agrees that the Officer (a) shall not
disclose to others or use for the benefit of himself or others, any of the
Company's Proprietary Information, except that the Officer may disclose such
information (i) in the course of and in furtherance of the Officer's employment
with the Company to the extent necessary for the benefit of the Company, (ii)
with the prior specific written consent of the Board of Directors of the
Company, or (iii) to the extent required by law; and (b) shall take all measures
reasonably necessary to preserve the confidentiality of all Proprietary
Information of the Company known to the Officer, shall cooperate fully with the
Company's or its affiliates' enforcement of measures intended to preserve the
confidentiality of all Proprietary Information, and shall notify the Board of
Directors immediately upon receiving any request for, or making any disclosure
of, any Proprietary Information from or to any person other than an officer or
employee of the Company or of one of its affiliates who has a need to know such
information.

        4.3 Proprietary Information. For purposes of this Agreement, "Proprietary
Information" means trade secrets, secret or confidential information or
knowledge pertaining to, or any other nonpublic information pertaining to the
business or affairs of the Company or any of its affiliates, including without
limitation, medical imaging software programs (including source code and object
code) and design documentation; identities, addresses, backgrounds, or other
information regarding customers, potential customers, employees, contractors, or
sources of referral; marketing plans or strategies, business or personnel
acquisition plans; pending or contemplated projects, ventures, or proposals;




                                       5




financial information (including historical financial statements; financial,
capital, or operating budgets, plans or projections; historical or projected
sales, and the amounts of compensation paid to employees and contractors); trade
secrets, know-how, technical processes, or research projects; and notes,
analysis, compilations, studies, summaries, and other material prepared by or
for the Company containing or based, in whole or in part, on any information
included in the foregoing, except information that is generally known in the
industry (other than as a result of a disclosure by the Officer).

        4.4 Proprietary Items. Upon termination or expiration of the Officer's
employment by the Company for any reason or by either party, or upon the request
of the Company during such tenure, the Officer will immediately return to the
Company all Proprietary Items in the Officer's possession or subject to the
Officer's control, and the Officer shall not retain any copies, abstracts,
sketches, or other physical embodiment of any Proprietary Items. For purposes of
this Agreement, "Proprietary Items" means all documents and tangible items
(including all customer lists, memoranda, books, papers, records, notebooks,
plans, models, components, devices, or computer software or code, whether
embodied in a disk or in any other form) provided to the Officer by the Company,
created by the Officer, or otherwise coming into the Officer's possession for
use in connection with is engagement with the Company or otherwise containing
Proprietary Information (whether provided or created during the term of this
agreement or prior thereto).

        4.5 Ownership Rights. The Officer recognizes that, as between the Company
and the Officer, all of the Proprietary Information and all of the Proprietary
Items, whether or not developed by the Officer, are the exclusive property of
the Company. The Officer agrees that all intellectual property of every kind,
including without limitation copyright, patent, trademarks, trade secrets, and
similar rights, created or developed or realized in connection with the
Officer's performance of any duties or functions as an Officer of the Company
(collectively, the "Intellectual Property") shall be the exclusive property of
the Company and shall constitute Proprietary Information. The Officer hereby
assigns unto the Company all rights, title, and interest that the Officer may
have to such Intellectual Property and each and every derivative work thereof,
and agrees to execute, acknowledge, and deliver to the Company as assignment to
the Company of any right, title, or interest of the Officer in any and all such
Intellectual Property, in such form as may be reasonably requested by the
Company.

        4.6 Disputes of Controversies.The Officer recognizes that, should a dispute
or controversy arising from or relating to this portion of the Agreement
(Section 4) be submitted for adjudication to any court, arbitration panel, or
other third party, the preservation of the secrecy of Proprietary Information
may be jeopardized. The Officer agrees that he will use best efforts to ensure
that all pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy.


5. NON-INTERFERENCE; COMPLIANCE WITH LAW; COOPERATION




                                       6




        5.1 Non-Interference. During the Officer's employment with the Company and
for a period of five (5) years following termination or expiration of such
tenure, the Officer covenants and agrees that the Officer shall not, directly or
indirectly, for the benefit of the Officer or another (a) persuade or attempt to
persuade any employee, independent contractor, consultant, agent, supplier, or
distributor of the Company or of any affiliate of the Company to discontinue
such person's relationship with the Company or the affiliate; (b) hire away or
solicit to hire away from the Company or from any of its affiliates any
employee; (c) otherwise engage or seek to engage any employee or independent
contractor of the Company or of any of its affiliates in a business relationship
that would or might conflict with such employee's or independent contractor's
obligations to the Company or affiliate; (d) interfere with the Company's or any
of its affiliates' relationship with any governmental or business entity,
including payor, supplier, lender, or contractor of the Company or the
affiliate; or (e) disparage the Company or any of its affiliates or any of the
shareholders, directors, officers, employees, or agents of any of them.

        5.2 Cooperation. During the Officer's Employment with the Company and for a
period of five (5) years following the termination or expiration of such tenure,
the Officer agrees to cooperate with the Company and its affiliates in
connection with any litigation or investigation involving the Company or any of
its affiliates or any of the shareholders, directors, officers, employees, or
agents of any of them and shall furnish such information and assistance as may
be lawfully requested by the Company.

6. NON-COMPETITION

        During the Officer's employment by the Company and for a period of two (2)
years following the termination or expiration of such tenure, the officer
covenants and agrees to refrain from carrying on or engaging in a business
similar to that of the Company, and from soliciting customers of the Company,
within the North America, so long as the Company carries on a like business
therein. It is further stipulated that as forbearance for this contract term,
Company has provided Officer with separate and distinct consideration of not
less than 25,000 shares of common stock.

         Each word of the foregoing provision is severable.


7. GENERAL PROVISIONS

        7.1 Indemnification. The Company hereby agrees to indemnify and hold
harmless the Officer from and against any and all losses, claims, damages,
expenses and/or liabilities which may incur arising out of the normal course of
business in carrying out the duties and responsibilities associated with the
position of Chief Executive Officer arising from the Officer's reliance upon and
approved use of information, reports and data furnished by and representations
made by the Company, with respect to itself, where the Officer in turn
distributes and conveys such information, reports and data to the public in the




                                       7




normal course of representing the Company. Such indemnification shall include,
but not be limited to, expenses (including all attorney's fees), judgments, and
amounts paid in settlement actually and reasonably incurred by Officer in
connection with an action, suit or proceeding brought against the Company or
Officer.

        7.2 Injunctive Relief. The Officer acknowledges that the injury that would
be suffered by the Company as a result of a breach of the provisions of this
Agreement would be largely irreparable and that an award of monetary damages to
the Company for such a breach would be an inadequate remedy. The Company will
have the right, in addition to any other rights it may have (including the right
to damages that the Company may suffer), to obtain injunctive relief to restrain
any breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement, and the Company will not be obligated to post bond
or other security in seeking such relief. The Officer agrees to request neither
bond nor security in connection with any such injunction. The Officer agrees
that if he breaches this Agreement, the Officer shall be liable for any
attorney's fees and costs incurred by the Company in enforcing its rights under
this Agreement.

        7.3 Essential, Independent, and Surviving Covenants.

        (a) The parties agree that the covenants by the Officer in Sections 4, 5,
and 6 are essential elements of this Agreement, and without the Officer's
agreement to comply with such covenants, the Company would not have entered into
this Agreement.

        (b) The Officer's covenants in Sections 4, 5, and 6 are independent
covenants and the existence of any claim by the officer against the Company
under this Agreement or otherwise will not excuse the Officer's breach of any
covenant in Section 4, 5, or 6.

        (c) After the Officer's employment by the Company is terminated, this
Agreement will continue in full force and effect as is necessary or appropriate
to enforce the covenants and agreements of the Officer in Sections 4, 5, and 6.

        7.4 Binding Effect; Benefits; Assignment. This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs, and legal representatives. Insofar as the Officer is
concerned, this contract, being personal, cannot be assigned other than by will
or the laws of descent and distribution.

         7.5 Notices. All notices and other communications which are required or
permitted hereunder shall be in writing and shall be sufficient if mailed
by certified mail, postage prepaid, and shall be effective three days after such
mailing or upon delivery, whichever is earlier, to the following addresses or
such other address as the appropriate party may advise each other party hereto:

                If to the Officer:




                                       8




                                Steven Rash
                                10 Spiceberry Place
                                The Woodlands, TX 77382

                If to the Company:

                                Power 3 Medical Products, Inc.
                                3400 Research Forest Drive
                                The Woodlands, TX 77381

                Copy to:

                                Billings and Solomon, PLLC
                                2777 Allen Parkway, Suite 460
                                Houston, TX 77019
                                ATTN: Richard P. Martini

        7.6 Entire Agreement. This Agreement contains the entire agreement between
the parties hereto and supersedes all prior agreements and understandings, oral
or written, between the parties hereto with respect to the subject matter
hereof.

        7.7 No Third-Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any person other than the Company, the Officer, and
their respective successors and permitted assigns, other than as expressly set
forth in this Agreement.

        7.8 Amendments and Waivers. Except as set forth in Paragraph 2.1(b) above,
this Agreement may not be modified or amended except by an instrument or
instruments in writing signed by the party against whom enforcement of any such
modification or amendment sought. Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Agreement on the part of such other party hereto to be performed or complied
with. The waiver by any party hereto of a breach of any term or provision of
this Agreement shall not be construed as a waiver of any subsequent breach. No
delay or failure by either party in exercising any right under this Agreement,
and no partial or single exercise of that right, shall constitute a waiver of
that or any other right.

         7.9 Headings. The paragraph headings contained in this Agreement are for
reference purposes only and shall not be deemed to be a party of this Agreement
or to control or affect the meaning or construction of any provision of this
Agreement.




                                       9




        7.10 Construction. The language used in this Agreement will be deemed to be
the language chosen by the Company and the Officer to express their mutual
intent, and no rule of strict construction shall be applied against either
party.

        7.11 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

        7.12 Severability. If any term or provision of this Agreement is held or
deemed to be invalid or unenforceable, in whole or in part, by a court of
competent jurisdiction, this Agreement shall be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement.

        7.13 Expenses and Attorney's Fees. In the event that a dispute arises under
this Agreement that results in litigation or arbitration, the prevailing party,
as determined by the decision of a court or forum of competent and final
jurisdiction, shall be entitled to court costs and reasonable attorney's fees. A
court or forum of "final" jurisdiction shall mean a court of forum from which no
appeal may be taken or from whose decree, decision, judgment, or order no appeal
is taken or prosecuted.

        7.14 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict
of laws principles thereof.

        7.15 Agreement Preparation. The Officer acknowledges that this Agreement
has been prepared by counsel for the Company, and the Officer has not relied on
any representation made by the Company's attorneys. The Officer has engaged an
attorney of his choice to review this agreement on his behalf. By signing this
employment agreement, officer is hereby certifying that officer (a) received a
copy of this agreement for review and study before executing it; (b) read this
agreement carefully before signing it; (c) had sufficient opportunity before
signing the agreement to ask any questions officer had about the agreement and
received satisfactory answers to all such questions; and (d) understands
officer's rights and obligations under the agreement.


        IN WITNESS WHEREOF, the parties hereto have duly executed this Employment
Agreement as of the date first written above.



                                        OFFICER:


                                           /s/ Steven B. Rash
                                           Steven B. Rash
                                           Chief Executive Officer




                                       10




                                        COMPANY:

                                           Power 3 Medical Products, Inc.


                                           By:/s/ Ira L. Goldknopf
                                              Ira L. Goldknopf, Ph.D.
                                              Chief Scientific Officer




                                       11

EX-31

                                                                  Exhibit 31.1
                                  CERTIFICATION

I, Steven B. Rash certify that:

1. I have reviewed this quarterly report on Form 10QSB of Power3 Medical
   Products, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for the periods presented in this
   quarterly report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing of this quarterly report; and
        c. Presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:

        a. All significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize, and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and
        b. Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and
6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and material
   weaknesses.

Date: August 17, 2004

                                        /s/ Steven B. Rash
                                        By: Steven B. Rash
                                        Title: Chief Executive Officer

EX-31

                                  CERTIFICATION

I, Michael J. Rosinski certify that:

1. I have reviewed this quarterly report on Form 10QSB of Power3 Medical
   Products, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this quarterly report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for the periods presented in this
   quarterly report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures for the
   registrant and have:
        a. Designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including the
           consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           quarterly report is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure
           controls and procedures as of a date within 90 days prior to the
           filing of this quarterly report; and
        c. Presented in this quarterly report our conclusions about the
           effectiveness of the disclosure controls and procedures based on
           our evaluation noted preceding;
5. The registrant's other certifying officers and I have disclosed, based on
   our most recent evaluation, to the registrant's auditors:
        a. All significant deficiencies in the design or operation of
           internal controls which could adversely affect the registrant's
           ability to record, process, summarize, and report financial data
           and have identified for the registrant's auditors any material
           weaknesses in internal controls; and
        b. Any fraud, whether or not material, that involves management or
           other employees who have a significant role in the registrant's
           internal controls; and
6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether there were significant changes in internal
   controls or in other factors that could significantly affect internal
   controls subsequent to the date of our most recent evaluation, including
   any corrective actions with regard to significant deficiencies and material
   weaknesses.

Date:    August 17, 2004

                                        /s/ Michael J. Rosinski
                                        By: Michael J. Rosinski
                                        Title: Chief Financial Officer

EX-32

                      Certification Pursuant to 906 by CFO

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Power3 Medical Products, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Steven
B. Rash, Chief Executive Officer of the Company, certify, to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully compiles with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



                                               /s/ Steven B. Rash
                                               Steven B. Rash
                                               Chief Executive Officer
                                               Power3 Medical Products, Inc.
August 17, 2004

EX-32

                      Certification Pursuant to 906 by CFO


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the quarterly report of Power3 Medical Products, Inc. (the
"Company") on Form 10-QSB for the period ending June 30, 2004 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Michael
J. Rosinski, Chief Financial Officer of the Company, certify, to the best of my
knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully compiles with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



                                              /s/ Michael J. Rosinski
                                              Michael J. Rosinski
                                              Chief Financial Officer
                                              Power3 Medical Products, Inc.
August 17, 2004