8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 3, 2005

Power3 Medical Products, Inc.

(Exact name of registrant as specified in its charter)

New York	0-24921	65-0565144
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3400 Research Forest Drive, Suite B2-3
The Woodlands, Texas  77381

(Address of principal executive offices and zip code)

(281) 466-1600

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement

On November 3, 2005, Power3 Medical Products, Inc. (“the Company” or “Power3”) executed a promissory note (“the Note”) in the principal amount of $150,000 payable to Trinity Financing Investments Corporation (“the Holder”).  Pursuant to the Note, the Company promises to pay to the Holder $150,000 in cash on March 2, 2006. The Note bears interest at the rate of 11% per annum until the maturity date. After the maturity date, the default rate of interest increases to 18% per annum on any portion of the principal amount of the Note remaining outstanding.

Payment of the Note is secured by personal Unconditional and Continuing Guarantees from both Steven B. Rash, the Company’s Chairman and CEO, and Dr. Ira Goldknopf, the Company’s Chief Scientific Officer and a Director. In addition, Mr. Rash and Mr. Goldknopf executed a Stock Pledge Agreement, as security for the Note, in the amount of 2,000,000 shares of Power3 common stock.  Further, as part of the consideration provided to the Holder for the Note, Trinity Financing Investments Corporation also received seven year warrants for the purchase of up to 1,000,000 shares of the Company’s common stock at an exercise price of $.25 per share, subject to adjustment.   The warrants are exercisable, in whole or in part, any time from and after the date of issuance of the warrant and prior to the expiration of seven years following the date of issuance of the warrant.

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On November 3, 2005, the Company became obligated on a promissory note in the principal amount of $150,000.  Please refer to “Item 1.01 – Entry Into A Material Definitive Agreement” above for further information.

Item 9.01Financial Statements and Exhibits

( c )Exhibits

Exhibit Number	Description
Exhibit 10.1*	Promissory Note dated November 3, 2005.
Exhibit 10.2*	Unconditional and Continuing Guaranty by Steven B. Rash and Dr. Ira Goldknopf dated November 3, 2005.
Exhibit 10.3*	Common Stock Purchase Warrant dated November 3, 2005.
Exhibit 10.4*	Stock Pledge Agreement dated November 3, 2005.

* Filed herewith

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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 hereunto duly authorized.

Power3 Medical Products, Inc.
By:	/s/ Steven B. Rash
	Steven B. Rash
	Chairman and CEO

Date:  November 8, 2005

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EX-10.1

Exhibit 10.1

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

U.S. $150,000		Original Issue Date: November 2, 2005
Holder: Trinity Financing Investments Corporation
Address:	420 East 55th Street
	New York, New York 10022

NOTE DUE MARCH 2, 2006

FOR VALUE RECEIVED, POWER 3 MEDICAL PRODUCTS, INC., a New York corporation, having a principal place of business at 3400 Research Forest Drive, The Woodlands, Texas 77381  (the “Company”) promises to pay to the order of Holder or registered assigns, the principal sum of one hundred fifty thousand and 00/100 Dollars ($150,000.00), on March 2, 2006 (“Maturity Date”).  The principal of, and interest on, this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts, at the address of the Holder as set forth above or as otherwise provided to the Company.

Payment of this Note is secured by a pledge of two million common shares of the Company (THE “Pledged Shares”) in accordance with the terms of a Stock Pledge Agreement (the “Pledge Agreement”) being executed and delivered by Steven B. Rash and Ira Goldknopf (“Pledgor”) concurrently with the execution and delivery hereof.

This Note is subject to the following additional provisions:

Section 1.      From the date hereof to (and including) the scheduled Maturity Date, interest shall accrue on the unpaid principal sum of this Note at the rate of eleven per cent (11%) per annum. All accrued interest shall be paid together with principal on the Maturity Date.  Interest shall accrue on any portion of the principal amount of this Note outstanding from time to time after the scheduled Maturity Date until payment thereof in full, at the rate of eighteen per cent (18%) per annum. In no event shall the Holder hereof, or any successor or permitted assign, be entitled to receive, collect or retain any amount of interest paid hereon in excess of that permitted by applicable law.

This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations, as requested by the Holder surrendering the same but shall not be issuable in denominations of less than integral multiples of Twenty Thousand Dollars ($20,000) unless such amount represents the full principal balance of Notes outstanding to such Holder.  No service charge will be made for such registration of transfer or exchange.

Section 2.

(a)The Holder, by acceptance hereof, agrees to give written notice to the Company before transferring this Note; such notice will describe briefly the proposed transfer and will give the Company the name, address, and tax identification number of the proposed transferee, and will further provide the Company with an opinion of the Holder’s counsel that such transfer can be accomplished in accordance with federal and applicable state securities laws (unless such transaction is permitted by the plan of distribution in an effective Registration Statement).

(b)Prior to transfer of this Note in compliance with this Section 2, the Company and any agent of the Company may treat the person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

Section 3.Events of Default.

“Event of Default” wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i)any default in the payment of the principal of, interest on, or other obligations in respect of, this Note, as and when the same shall become due and payable, (whether on the Maturity Date or by acceleration or otherwise);

(ii)the Company or any Pledgor shall fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any breach of, this Note or the Pledge Agreement and such failure or breach shall not have been remedied within 10 days after the date on which notice of such failure or breach shall have been given;

(iii)the Company shall commence a voluntary case under the United States Bankruptcy Code or insolvency laws as now or hereafter in effect or any successor thereto (the “Bankruptcy Code”); or an involuntary case is commenced against the Company under the Bankruptcy Code and the petition is not controverted within 30 days, or is not dismissed within 60 days, after commencement of such involuntary case; or a “custodian” (as defined in the Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of the property of the Company or the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or there is commenced against the Company any such proceeding which remains undismissed for a period of 60 days; or the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company suffers any appointment of any custodian or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of 60 days; or the Company makes a general assignment for the benefit of creditors; or the Company shall fail to pay, or shall state that it is unable to pay its debts generally as they become due;r the Company shall call a meeting of all of its creditors with a view to arranging a composition or adjustment of its debts; or the Company shall by any act or failure to

act indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company for the purpose of effecting any of the foregoing;

(iv)the Company shall default in any of its obligations under any mortgage, credit agreement or other facility, indenture, agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness of the Company in an amount exceeding twenty thousand dollars ($20,000), whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise become due and payable;

(v)the Company shall be a party to any Change of Control Transaction (as defined in Section 6), shall agree to sell or dispose of all or in excess of 49% of its assets (based on book value calculation as reflected in the Company’s most recent financial statements) in one or more transactions (whether or not such sale would constitute a Change of Control Transaction).

Section 4.Interest Rate Limitation. The parties intend to conform strictly to the applicable usury laws in effect from time to time during the term of the Loan. Accordingly, if any transaction contemplated hereby would be usurious under such laws, then notwithstanding any other provision hereof: (i) the aggregate of all interest that is contracted for, charged, or received under this Agreement or under any other Loan Document shall not exceed the maximum amount of interest allowed by applicable law (the “Highest Lawful Rate”), and any excess shall be promptly credited to Borrower by Lender (or, to the extent that such consideration shall have been paid, such excess shall be promptly refunded to Borrower by Lender); (ii) neither Borrower nor any other Person now or hereafter liable hereunder shall be obligated to pay the amount of such interest to the extent that it is in excess of the Highest Lawful Rate; and (iii) the effective rate of interest shall be reduced to the Highest Lawful Rate. All sums paid, or agreed to be paid, to Lender for the use, forbearance, and detention of the debt of Borrower to Lender shall, to the extent permitted by applicable law, be allocated throughout the full term of the Note until payment is made in full so that the actual rate of interest does not exceed the Highest Lawful Rate in effect at any particular time during the full term thereof. If at any time the rate of interest under the Note exceeds the Highest Lawful Rate, the rate of interest to accrue pursuant to this Agreement shall be limited, notwithstanding anything to the contrary in this Agreement, to the Highest Lawful Rate, but any subsequent reductions in the Base Rate shall not reduce the interest to accrue pursuant to this Agreement below the Highest Lawful Rate until the total amount of interest accrued equals the amount of interest that would have accrued if a varying rate per annum equal to the interest rate under the Note had at all times been in effect. If the total amount of interest paid or accrued pursuant to this Agreement under the foregoing provisions is less than the total amount of interest that would have accrued if a varying rate per annum equal to the interest rate under the Note had been in effect, then Borrower agrees to pay to Lender an amount equal to the difference between (x) the lesser of (A) the amount of interest that would have accrued if the Highest Lawful Rate had at all times been in effect, or (B) the amount of interest that would have accrued if a varying rate per annum equal to the interest rate under the Note had at all times been in effect, and (y) the amount of interest accrued in accordance with the other provisions of this Agreement.

Section 5.Prepayment.

(a)The Company shall have the right to prepay this Note in whole or in part thereon prior to the Maturity Date.

(b)(i)The Company shall give at least five (5)  business days, but not more than ten (10)

business days, written notice of any intention to prepay this Note prior to the Maturity Date to the Holder which notice shall specify the “Prepayment Date”.

Section 6.Definitions.  For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions in the State of New York are authorized or required by law or other government action to close.

“Change of Control Transaction” means the occurrence of any of (i) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of in excess of 49% of the voting securities of the Company coupled with a replacement of more than one-half of the members of the Company’s board of directors which is not approved by those individuals who are members of the board of directors on the date hereof in one or a series of related transactions, or (ii) the merger of the Company with or into another entity, consolidation or sale of all or substantially all of the assets of the Company in one or a series of related transactions, unless following such transaction, the holders of the Company’s securities continue to hold at least 40% of such securities following such transaction.  The execution by the Company of an agreement to which the Company is a party or by which it is bound providing for any of the events set forth above in (i) or (ii) does not constitute the occurrence of the event until after the event in fact occurs.

Section 7.Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, interest on, liquidated damages (if any)  and all other amounts due hereunder, at the time, place and rate, and in the coin or currency, herein prescribed.  This Note is a direct obligation of the Company.

Section 8.If this Note shall be mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in exchange and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note, a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed but only upon receipt of evidence of such loss, theft or destruction of such Note, and of the ownership hereof, and indemnity, if requested, all reasonably satisfactory to the Company.

Section 9.Choice of Law and Venue; Submission to Jurisdiction; Service of Process.

(a)THE VALIDITY OF THIS NOTE , ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF HOLDER, IN ANY OTHER COURT IN WHICH HOLDER SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. THE COMPANY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION AND STIPULATES

THAT THE STATE AND FEDERAL COURTS LOCATED IN THE CITY AND COUNTY OF NEW YORK SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER IT FOR THE PURPOSE OF LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED TO THIS NOTE.

(b)COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO COMPANY AT ITS ADDRESS PROVIDED HEREIN.

(c)NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY HOLDER OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

(d)The COMPANY SHALL REIMBURSE HOLDER FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION WITH (I) DRAFTING, NEGOTIATING, EXECUTING AND DELIVERING ANY AMENDMENT, MODIFICATION OR WAIVER OF, OR CONSENT WITH RESPECT TO, ANY MATTER ELATING TO THE RIGHTS OF HOLDER HEREUNDER AND (II) ENFORCING ANY PROVISIONS OF THIS NOTE AND/OR COLLECTING ANY AMOUNTS DUE UNDER THIS NOTE.

Section 10.The rights and remedies herein reserved to any party shall be cumulative and in addition to any other or further rights and remedies available at law or in equity. Any waiver by the Company or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note.  The failure of the Company or the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note.  Any waiver must be in writing.

Section 11.If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances.

Section 12.Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day (or, if such next succeeding Business Day falls in the next calendar month, the preceding Business Day in the appropriate calendar month).

Section 13.Registration Rights. If, at any time prior to payment in full of this Note, the Company participates (whether voluntarily or by reason of an obligation to a third party) in the registration of any shares of the Company’s stock (other than a registration on Form S-4, S-8 or successor form), the Company shall give written notice thereof to the Holder and the Holder shall have the right, exercisable within ten (10) business days after receipt of such notice, to demand inclusion of all or a portion of the  Pledged Shares in such registration statement.  If the Holder exercises such election, the Pledged Shares so designated shall be included in the registration

statement at no cost or expense to the Holder (other than any costs or commissions which would be borne by the Holder).

Section 15.Waiver of Jury Trial

COMPANY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. COMPANY REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Section 16.Additional Provisions

Successors and Assigns. All of the terms and provisions of this Note shall be binding upon and inure to the benefits of the parties hereto and their respective successors, heirs and permitted assigns.

All notices, requests, demands or other communications which are required to be or may be given or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered in person or after dispatch by a recognized overnight courier to the appropriate party to whom the same is so given or made:

To Holder at its address set forth above

To Company at its address set forth above attention Steven B. Rash and Ira Goldknopf

or to such other address as a party has designated by notice in writing to the other party in the manner provided by this Section.  All such notices, requests, demands or other communications shall be deemed to have been received on the date of delivery thereof (if delivered by hand) and on the next day after sending thereof (if by overnight courier).

Assignment by the Company.   Neither this Note nor any of the rights, interests or obligations hereunder may be assigned, by operation of law or otherwise, in whole or in part, by the Company, without the prior written consent of the Holder.

No Set-off.  All payments by the Company under this Note shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

Waiver of Presentment, Demand, Etc.  To the fullest extent permitted by applicable law, the Company expressly waives presentment, demand, protest, notice of dishonor, notice of non-payment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity of the obligations under this Note, diligence in collection, and the benefit of any exemption or insolvency laws.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an officer duly authorized for such purpose, as of the date first above indicated.

	POWER 3 MEDICAL PRODUCTS, INC.
	By:
		Steven B. Rash, Chief Executive Officer
Attest:
By:

EX-10.2

Exhibit 10.2

UNCONDITIONAL AND CONTINUING GUARANTY

WHEREAS, the undersigned, Steven B. Rash and Ira Goldknopf (individually, a “Guarantor,” collectively, the “Guarantors”), seek to induce Trinity Financing Investments Corporation (“Lender”), with an address at 300 E. 55^th Street, Apt. 14D, New York, New York 10022, to make a loan to Power 3 Medical Products, Inc., a New York corporation (“Borrower”); and

WHEREAS, the execution and delivery by Guarantors of this Unconditional and Continuing Guaranty (the “Guaranty”) is a condition precedent to the making of a loan by Lender to the Borrower; and

WHEREAS, each of the Guarantors is a shareholder of Borrower and will derive substantial benefits from such loan;

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Guarantors hereby covenants and agrees as follows:

1.Guaranty.  Each Guarantor hereby absolutely, irrevocably and unconditionally guarantees to Lender the full and prompt performance by Borrower of all its covenants and obligations under a certain promissory note in the original principal amount of $150,000 between Lender and Borrower of even date herewith (the “Promissory Note”) and the punctual and full payment and performance when due, whether at the stated date or dates for such payment, by acceleration or otherwise, of all indebtedness, liabilities and obligations of Borrower to Lender under the Note (all of the foregoing are hereinafter sometimes referred to as the “Obligations”).

2.Payment by Guarantor; Set-Off.  In the event Lender makes demand or upon the occurrence of any Event of Default (as defined in the Promissory Note) or a default by Borrower under any of the Obligations and/or the failure of Borrower punctually to pay or perform any of the Obligations when due, each Guarantor hereby agrees to make such payment and/or performance punctually when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise.  Each such payment shall be made to Lender at its address set forth above (or at such other address as Lender shall specify by written notice to each Guarantor), in immediately available funds.

3.Obligation of Guarantors Unconditional.  Each Guarantor hereby agrees that:

(a)Its liability hereunder is unconditional, irrespective of:  (i) the legality, validity or enforceability of the Obligations; (ii) the legality, validity or enforceability of any security interest, mortgage or pledge granted by Borrower or any Guarantor as collateral for the Obligations, any guarantee, suretyship, letter of credit or reimbursement agreement issued by any person secondarily or otherwise liable for any of the Obligations, any security interest, mortgage, or pledge granted

by any person secondarily or otherwise liable for any of the Obligations, or any other device providing collateral security for payment of any of the Obligations, all of the hereinabove referenced devices being referred to herein as the “Collateral Security”; (iii) the absence of any action or effort by Lender to either resort to, enforce or exhaust its remedies under or against the Obligations and/or the Collateral Security; (iv) the waiver or consent by Lender with respect to any provision in the documentation of the Obligations or the Collateral Security; or (v) the recovery of any judgment against Borrower or any action to enforce such judgment or any other circumstance which might, absent the unconditional nature of this Guaranty, constitute a legal or equitable discharge or defense of either Guarantor.

(b)Lender may at any time, or from time to time, in Lender’s sole discretion:  (i) change, alter, renew, continue, extend and/or accelerate the time of payment of, all or any of the Obligations, or any part or parts thereof or any renewal or renewals thereof; (ii) extend credit to Borrower whether or not any Event of Default, or any event which with notice or lapse of time, or both, would constitute an Event of Default, has occurred under the Promissory Note or any other agreement between Lender and Borrower; (iii) replace any existing Obligation and the documentation therefor with an amended and restated Obligation and the documentation therefor; (iv) sell, exchange, release, compromise and/or surrender all or any of the property which is the subject of the Collateral Security (the “Collateral”), or any part or parts thereof, with respect to which Lender may now or hereafter have an interest; (v) sell and/or purchase any or all of the Collateral at public or private sale, or at any broker’s board, and after deducting all costs and expenses of every kind for collection, sale and/or delivery, apply the proceeds of any such sale or sales against any of the Obligations; or (vi) settle or compromise any or all of the Obligations with Borrower, and/or any other person or persons liable thereon; all in such manner and upon such terms as Lender may see fit and without notice to or consent from any Guarantor, who hereby agrees to be and remain bound upon this Guaranty, irrespective of the effect upon the existence or status of the Obligations or the Collateral Security and notwithstanding any such change, alteration, renewal, continuance, extension, acceleration, sale, exchange, release, compromise, surrender, application, settlement, subordination or any other action hereinabove mentioned.

(c)The liability of Guarantors will not be discharged except by complete and final payment and performance of the Obligations.

(d)The liability of each Guarantor under this Guaranty shall be reinstated with respect to any amount paid to Lender by Borrower which is thereafter required to be returned to Borrower or any trustee, receiver or other representative of or for Borrower, upon or by reason of the bankruptcy, insolvency, reorganization, or dissolution of Borrower, or for any other reason, all as though such amount had never been paid by Borrower.

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(e)This is a guarantee of payment and not merely of collection.

4.Waiver of Subrogation.  No payment by any Guarantor pursuant to any provision of this Guaranty or other satisfaction of any Guarantor’s liabilities hereunder shall entitle either Guarantor, by subrogation to the rights of Lender or otherwise, to any payment from Borrower, from the proceeds of the property of Borrower or from any Collateral Security.  Each Guarantor hereby releases and waives any and all rights to, and claims for, subrogation, indemnity, reimbursement and/or contribution which either Guarantor may now or hereafter have against Borrower by reason of payments made by either Guarantor under this Guaranty.

5.Waivers.  Each Guarantor hereby expressly waives:  (a) notice of the acceptance of this Guaranty; (b) notice of the making of the loan evidenced y the promissory Note and of any change in the rate at which any of the Obligations are accruing interest or fees; (c) diligence, presentment and demand for payment of any of the Obligations; (d) protest, notice of protest, notice of dishonor and notice of nonpayment or default to either Guarantor or to any other person with respect to the Obligations; (e) filings of claims or proof of claims with a court in the event of any bankruptcy or insolvency proceedings as to which Borrower or any person secondarily or otherwise liable for any of the Obligations is subject; (f) any right to require a proceeding first against Borrower or any other person; (g) any demand for payment under this Guaranty; (h) any defenses available to a surety under law; and (i) all other legally waivable notices to which either Guarantor might otherwise be entitled.

6.Insolvency of Borrower.  In the event that any proceeding is commenced by or against Borrower under the Federal Bankruptcy Code or any insolvency or other debtor relief laws, as now or hereafter in effect, or for the appointment of a receiver for Borrower or any of its property, or if Borrower shall make an assignment for the benefit of creditors or shall discontinue business or becomes unable to pay or admits in writing its inability to pay its debts as they come due, all Obligations of Borrower shall, for the purpose of this Guaranty, become immediately due and payable.

7.Omitted

8.Termination of Guaranty.  This Guaranty is a continuing Guaranty and shall remain in full force and effect irrespective of any interruptions in the business relations of Borrower with Lender; provided, however, that either may, by notice in writing actually received and acknowledged by Lender, terminate this Guaranty with respect to all new Obligations incurred or contracted by Borrower after the date on which such notice is so received, but this Guaranty shall remain in full force and effect as to all Obligations existing at the date of receipt of such notice and to all renewals and extensions thereof until the full payment thereof and all interest and fees thereon to Lender.

9.Consent to Jurisdiction; Waiver of Jury Trial.  Each Guarantor hereby submits to the jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as well as to the jurisdiction of all courts from which an

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appeal may be taken from the aforesaid courts, for the purpose of any suit, action or other proceeding arising out of any obligations under or with respect to this Guaranty, and expressly waives any and all objections Guarantor may have as to venue in any such courts.  EACH GUARANTOR WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT ON ANY MATTER WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ANY ACTION, PROCEEDING OR COUNTERCLAIM) ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY.  No party to this Guaranty, including but not limited to any assignee or successor of a party, shall seek a jury trial in any lawsuit, proceeding, counterclaim, or any other litigation procedure based upon, or arising out of, this Guaranty, any related instruments, any collateral or the dealings or the relationship between the parties.  No party will seek to consolidate any such action, in which a jury trial has been waived, with any other action in which a jury trial cannot be or has not been waived.  THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS.  NO PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

10.Miscellaneous.

(a)Notices.  All notices, requests, demands or other communications (including telecommunications) to or from either Guarantor or Lender shall be in writing and shall be deemed to have been duly given or made when delivered (i) to Lender, at its address as set forth above, Attention:  Trinity Bui,  and (ii) to either Guarantor, at the address of the Borrower as set forth in the Promissory Note, or as to either party, at such other address or telecopier number as such party may hereafter specify to the party in writing.  Written notices if delivered by hand or telecopier shall be deemed delivered upon receipt acknowledged in written form by the recipient or five (5) business days (business day being defined as a day, other than a Saturday or Sunday, on which the banks in Massachusetts are authorized to be open for business) after mailing or sending, and all mailed notices shall be by registered or certified mail, postage prepaid.  Notices provided by any other means shall be deemed delivered upon receipt acknowledged in writing.

(b)Expenses.  Guarantor agrees that, with or without notice to or demand upon Borrower or Guarantor, Guarantor will pay or reimburse Lender (to the extent reimbursement has not already been made by Borrower) for all expenses, including reasonable fees and expenses of its legal counsel, incurred by Lender in connection with any of the Obligations or the collection thereof and the enforcement of any provisions of this Guaranty.

(c)Continuing Guaranty.  This is a continuing guaranty and shall remain in full force and effect and be binding upon Guarantor and its successors and assigns until payment in full to Lender of all the Obligations.

(d)Assignments.  Lender may assign its rights and powers under this Guaranty with respect to all or any of the Obligations, and, in the event of such assignment, the

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assignee of such rights and powers, to the extent of such assignment, shall have the same rights and remedies as if originally named herein in the place of its assignor.

(e)Waiver of Rights.  No delay on the part of Lender in exercising any rights hereunder or failure to exercise the same shall operate as a waiver of such rights; no notice to or demand on either Guarantor shall be deemed to be a waiver of the obligation of either Guarantor or of the right of Lender to take other or further action without notice or demand as provided herein.  In any event no modification or waiver of the provisions hereof shall be effective unless in writing nor shall any waiver be applicable except with respect to the specific person to whom and in the specific instance or matter for which given.

(f)Cumulative Remedies.  The obligations of each Guarantor hereunder are in addition to and not in substitution for any other obligations or security interests now or hereafter held by Lender and shall not operate as a merger of any contract or debt or suspend the fulfillment of, or affect the rights, remedies or powers of Lender in respect of, any obligation or other security interest held by it for the fulfillment thereof.  The rights and remedies provided herein and in any other instrument are cumulative and not exclusive of any other rights or remedies provided by law.

(g)Governing Law.  This Guaranty shall be governed by, determined and construed in accordance with the laws of the State of New York without regards to the choice of law principles thereof.

(h)Severability.  If any part of this Guaranty is contrary to, prohibited by or deemed invalid under the applicable law or regulations of any jurisdiction, such provision shall, as to such jurisdiction, be inapplicable and deemed omitted to the extent so contrary, prohibited or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible, and any such prohibition or invalidity in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(i)References to Lender and Guarantor.  Each reference herein to Lender shall be deemed to include its successors and assigns, and each reference to Guarantor and any pronouns referring thereto as used herein shall be construed in the masculine, feminine, neuter, singular, or plural as the context may require and shall be deemed to include the heirs, executors, administrators, legal representatives, successors and assigns of Guarantor, all of whom shall be bound by the provisions hereof.

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IN WITNESS WHEREOF, each Guarantor has executed and delivered this Guaranty as of the       day of November, 2005.

WITNESS:

Steven B. Rash

Ira Goldknopf

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EX-10.3

Exhibit 10.3

THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE “SHARES”) WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF.  NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE “SECURITIES”) HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.

POWER 3 MEDICAL PRODUCTS, INC.

WARRANTS FOR THE PURCHASE OF SHARES OF COMMON STOCK

November   , 2005

THIS CERTIFIES THAT, for value received, Trinity Financing Investments Corporation or its registered assigns (the “Holder”) is entitled to subscribe for and purchase from POWER 3 MEDICAL PRODUCTS, INC. (the “Company”), up to one million (1,000,000) shares of the fully paid and nonassessable Common Stock, (the “Shares”), of the Company at the price of $.25 per share (the “Exercise Price”) or on a net issuance or “cashless” basis as provided herein, subject to the provisions and upon the terms and conditions hereinafter set forth.

This Warrant is subject to the following terms and conditions:

1.TERM AND VESTING.

(a)TERM.  Subject to vesting requirements set forth in Paragraph “b” of this Article ”1” of this Warrant, this Warrant is exercisable, in whole or in part, any time from and after the date of issuance of this Warrant and prior to expiration of seven years following the date of issuance of this Warrant.

(b)VESTING.  The right to purchase the Shares hereunder shall vest and become exercisable as follows: 100% of the Shares subject to this Warrant are immediately vested.

2.METHOD OF EXERCISE; PAYMENT.

(a)CASH EXERCISE.  The purchase rights represented by this Warrant may be exercised by the Holder, in whole or in part, from time to time at the principal office of the Company, by delivering a completed and duly executed Notice of Exercise (attached hereto as Exhibit ”A”) and by the payment to the Company of an amount equal to the Exercise Price

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multiplied by the number of the Shares being purchased, which amount may be paid, at the election of the Holder, by wire transfer or check payable to the order of the Company.  The person or persons in whose name(s) any certificate(s) representing Shares shall be issuable upon exercise of this Warrant shall be deemed to have become the holder(s) of record of, and shall be treated for all purposes as the record holder(s) of, the Shares represented thereby (and such Shares shall be deemed to have been issued) immediately prior to the close of business on the date or dates upon which this Warrant is exercised.

(b)STOCK CERTIFICATES.  In the event of any exercise of the rights represented by this Warrant, certificates for the shares of Common Stock so purchased shall be delivered to the Holder within seven (7) business days after said exercise and, unless this Warrant has been fully exercised or has expired, a new Warrant representing the shares with respect to which this Warrant shall not have been exercised shall also be issued to the Holder within such time.  Failure to deliver to the Holder certificates for the shares of Common Stock so purchased within seven (7) business days after said exercise shall result in a penalty of one thousand dollars ($1,000) per day for each late day.

3.STOCK FULLY PAID; RESERVATION OF SHARES.  All of the Shares issuable upon the exercise of the rights represented by this Warrant will, upon issuance and receipt of the Exercise Price therefor, be fully paid and nonassessable, and free from all preemptive rights, rights of first refusal or first offer, taxes, liens and charges with respect to the issuance thereof.  During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for issuance sufficient shares of its Common Stock to provide for the exercise of the rights represented by this Warrant.

4.ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES.  Subject to the provisions of Article ”1” hereof, the number and kind of Shares purchasable upon the exercise of this Warrant and the Exercise Price therefor shall be subject to adjustment from time to time upon the occurrence of certain events, as follows:

(a)RECLASSIFICATION, CONSOLIDATION OR MERGER.  In case of any reclassification of the Common Stock (other than a change in par value, or as a result of a subdivision or combination), or in case of any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger with another corporation in which the Company is a continuing corporation and in which the Company’s stockholders immediately preceding such consolidation or merger own at least 50% of the voting securities of the Company following such consolidation or merger and which does not result in any reclassification of the Shares issuable upon exercise of this Warrant), or in case of any sale of all or substantially all of the assets of the Company, the Company, or such successor or purchasing corporation as the case may be, shall execute a new Warrant, providing that the holder of this Warrant shall have the right to exercise such new Warrant, and procure upon such exercise and payment of the same aggregate Exercise Price, in lieu of the Shares of Common Stock theretofore issuable upon exercise of this Warrant, the kind and amount of shares of stock, other securities, money and property receivable upon such reclassification, change, consolidation, sale of all or substantially

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all of the Company’s assets or merger by a holder of an equivalent number of shares of Common Stock.  Such new Warrant shall provide for adjustments that shall be as nearly equivalent as may be practicable to the adjustments provided for in this Paragraph “a” of this Article ”4” of this Warrant.  The provisions of this Paragraph “a” of this Article ”4” of this Warrant shall similarly apply to successive reclassifications, consolidations, mergers, sales, leases or conveyances.

(b) STOCK SPLITS, DIVIDENDS AND COMBINATIONS.  In the event that the Company shall at any time subdivide the outstanding shares of Common Stock, or shall issue a stock dividend on its outstanding shares of Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such subdivision or to the issuance of such stock dividend shall be proportionately increased, and the Exercise Price shall be proportionately decreased, and in the event that the Company shall at any time combine the outstanding shares of Common Stock, the number of Shares issuable upon exercise of this Warrant immediately prior to such combination shall be proportionately decreased, and the Exercise Price shall be proportionately increased, effective at the close of business on the date of such subdivision, stock dividend or combination, as the case may be.

5.REGISTRATION.  As more fully provided in Paragraph 13, if the Company shall at any time seek to register or qualify any of its capital stock or the securities holdings of any of its controlling shareholders, on each such occasion it shall include all of the Holder’s shares in such registration or qualification at the Company’s expense.  The Company shall keep the registration effective until such time as the Holder has sold its shares.

6.ANTIDILUTION.

(a)If, while this Warrant is outstanding, the Company effects a subdivision of the outstanding Common Stock, the Exercise Price then in effect shall be proportionately decreased and the number of Shares issuable upon exercise of this Warrant shall be increased in proportion to such increase of outstanding Common Stock, and conversely, if, while this Warrant is outstanding, the Company combines the outstanding Common Stock, the Exercise Price then in effect shall be proportionately increased and the number of Shares issuable upon exercise of this Warrant shall be decreased in proportion to such decrease in outstanding Common Stock.  Any adjustment under this Article ”6” shall become effective as of the record date for such event.  For purposes of this Article, a stock dividend shall be considered a split.

(b)All calculations under this Article ”6” shall be made to the nearest cent or to the nearest one-hundredth of a share, as the case may be.

(c)In any case in which this Article ”6” shall require that an adjustment in the number of Shares be made effective as of a record date for a specified event, the Company may elect to defer, until the occurrence of such event, issuing to the Holder, if the Holder exercised this Warrant after such record date, the Shares, if any, issuable upon such exercise over and above the number of Shares issuable upon such exercise on the basis of the number of shares of Common Stock in effect prior to such adjustment provided, however, that the Company shall deliver to the Holder a due bill or other appropriate instrument evidencing the Holder’s right to

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receive such additional shares of Common Stock upon the occurrence of the event requiring such adjustment.

(d)Whenever there shall be an adjustment as provided in this Article ”6”, the Company shall within fifteen (15) days thereafter cause written notice thereof to be sent to the Holder pursuant to Paragraph “c” of Article ”16”, which notice shall be accompanied by an officer’s certificate setting forth the number of Shares issuable and the Exercise Price thereof after such adjustment and setting forth a brief statement of the facts requiring such adjustment and the computation thereof, which officer’s certificate shall be conclusive evidence of the correctness of any such adjustment absent manifest error.

(e)The Company shall not be required to issue fractions of shares of Common Stock or other capital stock of the Company upon the exercise of this Warrant.  If any fraction of a share of Common Stock would be issuable on the exercise of this Warrant (or specified portions thereof), the Company shall pay lieu of such fraction an amount in cash equal to the same fraction of the current market price on the date of the exercise of this Warrant.

(f)No adjustment in the Exercise Price per Warrant shall be required if such adjustment is less than $.01; provided, however, that any adjustments which by reason of this Article ”6” are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

7.NOTICES.   Upon any adjustment of the Exercise Price and any increase or decrease in the number of Shares purchasable upon the exercise of this Warrant in accordance with Article ”4” hereof, then, and in each such case, the Company, within thirty (30) days thereafter, shall give notice pursuant to Paragraph “c” of Article ”15” of this Warrant, which notice shall state the Exercise Price as adjusted and, if applicable, the increased or decreased number of Shares purchasable upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation of each.

7.CONDITION OF EXERCISE OF WARRANT.

(a)Unless exercised pursuant to an effective registration statement under the Act which includes the Shares so exercised, it shall be a condition to any exercise of this Warrant that the Company shall have received, at the time of such exercise, a representation in writing from the recipient that the Shares being issued upon exercise, are being acquired for investment and not with a view to any sale or distribution thereof.

(b)Each certificate evidencing the Shares issued upon exercise of this Warrant, shall be stamped or imprinted with a legend substantially in the following form:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF, AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE

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“ACT”) OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT.

Subject to this Article ”8”, the Company may instruct its transfer agent not to register the transfer of all or a part of this Warrant, or any of the Shares, unless one of the conditions specified in the above legend is satisfied.

9.FRACTIONAL SHARES.  No fractional shares of Common Stock will be issued in connection with any exercise hereunder, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

10.REPRESENTATIONS AND WARRANTIES OF THE COMPANY.  The Company represents and warrants to the Holder as follows:

(a)This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

(b)The Shares have been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;

(c)The rights, preferences, privileges and restrictions granted to or imposed upon the Shares and the holders thereof are as set forth in the Company’s Certificate of Incorporation, a true and complete copy of which has been delivered to the original Holder of this Warrant; and

(d)The execution and delivery of this Warrant are not, and the issuance of the Shares upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Certificate of Incorporation or Bylaws, as amended.

11.REPRESENTATIONS AND WARRANTIES BY THE HOLDER.  The Holder represents and warrants to the Company as follows:

(a)This Warrant is being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act.  Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in a form reasonably satisfactory to the Company, that the Shares issuable upon exercise of this Warrant are being acquired for investment and not with a view toward distribution or resale.

(b)The Holder understands that the Warrant and the Shares have not been registered under the Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Act pursuant to Section 4(2) thereof, and that they must

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be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Act or is exempted from such registration.

(c)The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Shares purchasable pursuant to the terms of this Warrant and of protecting its interests in connection therewith.

(d)The Holder is able to bear the economic risk of the purchase of the Shares pursuant to the terms of this Warrant.

12.RIGHTS OF STOCKHOLDERS.  No holder of this Warrant shall be entitled, as a warrant holder, to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

13.REGISTRATION.

(a)If the Company shall at any time seek to register or qualify any of its common stock or the securities holdings of any of its controlling shareholders, on each such occasion it shall, without cost or expense, include all of the Holder’s shares in such registration or qualification.  The Company shall keep the registration effective until such time as the Holder has sold its shares or the shares are eligible to be transferred without restriction pursuant to the provisions of Rule 144(k) which was promulgated by the Securities and Exchange Commission pursuant to §4(1) of the Securities Act of 1933, as amended.  The Company agrees to provide an opinion of counsel with respect to any sales of the shares by the Holder if such sale is permissible under Rule 144(k).

(b)All expenses in connection with preparing and filing any registration statement under Paragraph “(a)” of this Article ”14” of this Agreement shall be borne in full by the Company; provided, however, that the holder shall pay any and all underwriting commissions and expenses and the fees and expenses of any legal counsel selected by the holder to represent him with respect to the sale of the Securities.

14.OPINIONS.  The Company agrees that at such time as this Warrant or the Shares may be sold under Rule 144 it will (i) immediately take all actions necessary or reasonably requested by Holder so that such persons may sell such securities under Rule 144 or 144(k), if applicable,

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including, but not limited to, delivering or causing to be delivered a legal opinion to the Company’s transfer agent and (ii) not directly or indirectly take or fail to take any actions to prevent such sale.  The Company shall, at its cost, provide the appropriate opinion letters to be issued by the Company’s counsel in compliance with the provisions of Rule 144 with respect to the transfer or sale of the Shares, if such transfer or sale is permissible under Rule 144.  Furthermore, the Company shall notify its transfer agent that Eaton & Van Winkle, LLP is authorized to issue said opinion letters.

15.MISCELLANEOUS.

(a)Headings contained in this Warrant are for reference purposes only and shall not affect in any way the meaning or interpretation of this Warrant.

(b)If any provision which is contained in this Warrant should, for any reason, be held to be invalid or unenforceable in any respect under the laws of any jurisdiction, such invalidity or unenforceability shall not affect any other provision of this Warrant and this Warrant shall be construed as if such invalid or unenforceable provision had not been contained herein.

(c)Any notice or other communication required or permitted hereunder shall be sufficiently given if sent by (i) mail by (a) certified mail, postage prepaid, return receipt requested and (b) first class mail, postage prepaid (ii) overnight delivery with confirmation of delivery or (iii) facsimile transmission with an original mailed by first class mail, postage prepaid, addressed as follows:

To the Holder:	Trinity Financing Investments Corporation
	420 east 55th Street
	New York, NY 10022
	Attn: Trinity Bui, President
	Fax No.: (212) 755-9309
With a copy to:	Eaton & Van Winkle, LLP
	3Park Avenue
	New York, NY 10016
	Attn: Vincent J. McGill, Esq.
	Fax No.: (212) 779 9928
To the Company:	POWER 3 MEDICAL PRODUCTS, INC.
	3400 Research Forest Drive
	The Woodlands, Texas 773817000
	Attn: Steven B. Rash
	Fax No.: 281-466-1481

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With a copy to:	Sichenzia Ross Friedman Ference LLP
	1065 Avenue of the Americas
	New York, NY 10018
	Fax No.:212-930-9725
	Attn:	Darrin M. Ocasio, Esq.

or in each case to such other address and facsimile number as shall have last been furnished by like notice.  If all of the methods of notice set forth in this Paragraph “(c)” of this Article of this Warrant are impossible for any reason, notice shall be in writing and personally delivered to the aforesaid addresses.  Each notice or communication shall be deemed to have been given as of the date so mailed or delivered as the case may be; provided, however, that any notice sent by facsimile shall be deemed to have been given as of the date so sent if a copy thereof is also mailed by first class mail on the date sent by facsimile.  If the date of mailing is not the same as the date of sending by facsimile, then the date of mailing by first class mail shall be deemed to be the date upon which notice is given; provided further, however, that any notice sent by overnight delivery shall be deemed to have been given as of the date of delivery.

(d)This Warrant shall in all respects be construed, governed, applied and enforced in accordance with the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law.  The parties hereby consent to and irrevocably and exclusively submit to personal jurisdiction over each of them by the Courts of the State of New York in any action or proceeding, irrevocably waive trial by jury and personal service of any and all process and specifically consent that in any such action or proceeding, any service of process may be effectuated upon any of them by certified mail, return receipt requested, in accordance with Paragraph “(c)” of this Article ”16” of this Warrant.  In the event Trinity Financing commences legal action to enforce any of the terms of this Agreement, AOGS shall pay all legal fees and costs incurred by Trinity Financing with respect to this Agreement.

(e)Each of the parties further acknowledges and agrees that (i) each has been advised by counsel during the course of negotiations; (ii) each counsel has had significant input in the development of this Agreement and (iii) this Agreement shall not, therefore, be construed more strictly against any party responsible for its drafting regardless of any presumption or rule requiring construction against the party whose attorney drafted this agreement.

(f)This Warrant and all documents and instruments referred to herein (i) constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof, and (ii) are not intended to confer upon any person other than the parties hereto any rights or remedies hereunder.

(g)The parties agree to execute any and all such other further instruments and documents, and to take any and all such further actions which are reasonably required to effectuate this Warrant and the intents and purposes hereof.

(h)This Warrant shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, personal representatives, successors and assigns.

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(i)Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Warrant shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants or conditions of this Warrant or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants or conditions, (ii) the acceptance of performance of anything required by this Warrant to be performed with knowledge of the breach or failure of a covenant, condition or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver of any other or subsequent breach.

(j)This Warrant may not be changed, modified, extended, terminated or discharged orally, but only by an agreement in writing, which is signed by the Payor and the Payee of this Warrant.

(k)All Exhibits annexed or attached to this Warrant are incorporated into this Warrant by reference thereto and constitute an integral part of this Warrant.

(l)The provisions of this Warrant shall be deemed separable.  Therefore, if any part of this Warrant is rendered void, invalid or unenforceable, such rendering shall not affect the validity or enforceability of the remainder of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized officer.

Issued this   day of November, 2005.

		POWER 3 MEDICAL PRODUCTS, INC.
		By:
		Name:
		Title:
Acknowledged and Accepted:
Trinity Financing Investments Corporation
By:
	Trinity Bui, President

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EXHIBIT A

NOTICE OF EXERCISE

To: POWER 3 MEDICAL PRODUCTS, INC

Attention: Chief Financial Officer

1.  The undersigned hereby elects to purchase                   shares of Common Stock of POWER 3 MEDICAL PRODUCTS, INC pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such shares in full.

2.  Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

(Name)

(Address)

3.  The undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in the attached Warrant are true and correct as of the date hereof.

By:
Its:
Date:	,

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EX-10.4

Exhibit 10.4

STOCK PLEDGE AGREEMENT

STOCK PLEDGE AGREEMENT (“Agreement”) entered into as of the 28^th day of October 2005 by and among Triity Financing investments Corporation (the “Secured Party”), and those persons identified on the signature page hereof (each a “Pledgor”).

RECITALS

A.Pledgors have financial and other interests in Power 3 Medical Products, Inc., a New York corporation (the “Company”), and have agreed to pledge certain shares of the Company as security for: (i) the payment and performance by the Company of its obligations under its Promissory note of even date herewith in an aggregate face amount of $150,000 and 00/100 Dollars ($150,000.00) payable to the Secured Party (the “Note”)and (ii) the performance by Pledgor of its  Guaranty delivered to Secured Party of even date herewith.   Capitalized terms in this Agreement which are not identified herein will have the meanings given such terms in the Note.

B.The Secured Party is willing to accept the Note from the Company only upon receiving Pledgors’ Guaranty and the pledge of certain stock as set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Grant of Security Interest.  As security for the prompt and complete payment and performance (whether at the stated maturity, by acceleration or otherwise) of all of the Company’s obligations under the Note (the “Secured obligations”), Pledgors hereby pledge to the Secured Party as collateral security the securities initially  set forth on the attached Schedule 1 of this Agreement (the “Pledged Shares”).  Unless otherwise set forth on Schedule 1 of this Agreement, each Pledgor is the beneficial and record owner of the Pledged Shares set forth opposite such Pledgor’s name on such Schedule.  Such Pledged Shares, together with any additions, replacements, accessions substitutes therefor, or proceeds thereof, are hereinafter referred to collectively as the “Collateral.”

2.Perfection of Security Interests.  (a)  Upon execution of this Agreement by each Pledgor, such Pledgor shall deliver the Pledge Shares, together with Stock Powers (with Medallion Guarantees annexed).

(b)The Company and each Pledgor will, at its expense, cause to be searched the public records with respect to the Collateral and will execute, deliver, file and record (in such manner and form as each Secured Party may require), or permit each Secured Party to file and record, as its attorney in fact, any financing statements, any carbon, photographic or other reproduction of a financing statement or this Agreement (which shall be sufficient as a financing statement hereunder), any specific assignments or other paper that may be reasonably necessary or desirable, or that such Secured  Party may request, in order to create, preserve, perfect or validate any Security Interest or to enable such Secured Party to exercise and enforce its rights hereunder with respect to any of the Collateral.  The Company and each of the Pledgors hereby appoints each Secured Party as the Company’s or such Pledgor’s attorney-in-fact  to execute in the name and behalf of the Company or such Pledgor, as the case may be, such additional financing statements as such Secured Party may request.

3.Assignment.  In connection with the transfer of the Note in accordance with its terms, a Secured Party may assign or transfer the whole or any part of its security interest granted hereunder, and may transfer as collateral security the whole or any part of Secured Party’s security interest in the Collateral.  Any transferee of the Collateral shall be vested with all of the rights and powers of Secured Party hereunder with respect to the Collateral. 

4.Pledgors’ Warranty.  (A) Title.  Each Pledgor represents and warrants hereby to the Secured Party as follows with respect to the Pledged Shares set forth opposite such Pledgor’s name on Schedule 2 to this Agreement:

(i)that the Collateral is free and clear of any encumbrances of every nature whatsoever, and such Pledgor is the sole owner of the Pledged Shares;

(ii)Such Pledgor agrees not to grant or create, any security interest, claim, lien, pledge or other encumbrance with respect to such Collateral or attempt to sell, transfer or otherwise dispose of the Collateral, until the Secured Obligations have been paid in full or this Agreement terminates; and

(iii)this Agreement constitutes a legal, valid and binding obligation of such Pledgor enforceable in accordance with its terms (except as the enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws, now or hereafter in effect),

B.Other:(i) Pledgor has made necessary inquiries of the Company and believes that the Company fully intends to fulfill and has the capability of fulfilling the Secured Obligations to be performed by the Company in accordance with the terms of the Notes.

(ii)The Pledgors are not (and none of them is) acting, and have not (and none of them has) agreed to act, in any plan to sell or dispose of any Shares in a manner intended to circumvent the registration requirements of the Securities Act of 1933, as amended, or any applicable state law.

(iii)Pledgor has been advised by counsel of the elements of a bona-fide pledge for purposes of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended, including the relevant SEC interpretations and affirm the pledge of shares by each of the undersigned pursuant to this Pledge Agreement will constitute a bona-fide pledge of such shares for purposes of such Rule.

(iv)Pledgors hereby unconditionally personally guarantees to the Secured Party the timely and full fulfillment of the Secured Obligations of the Company.

6.Collection of Dividends and Interest.  During the term of this Agreement for so long as any amounts remain outstanding under the Note, all dividends, distributions, interest payments, and other amounts that may be, or may become, due on any of the Collateral, shall be paid to the Secured Party as a payment or prepayment, as the case may be, of amounts due under the Note. 

7.Voting Rights.  During the term of this Agreement and until such time as this Agreement has terminated or Secured Party has exercised its rights under this Agreement to foreclose its security interest in the Collateral, Pledgors shall have the right to exercise any voting rights evidenced by, or relating to, the Collateral.

8.Warrants and Options.  In the event that, during the term of this Agreement, subscription, spin-off, warrants, dividends, or any other rights or option shall be issued in connection with  the Collateral, such warrants, dividends, rights and options shall be immediately delivered to Secured Party to be held under the terms hereof in the same manner as the Collateral.

9.Preservation of the Value of the Collateral.  Pledgors shall pay all taxes, charges, and assessments against the Collateral and do all acts necessary to preserve and maintain the value thereof.

10.Secured Party as Pledgor’s Attorney-in-Fact.

(a)Pledgor hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor, Secured Party or otherwise, from time to time at Secured Party’s discretion, to take any action and to execute any instrument that Secured Party may reasonably deem necessary or advisable to accomplish the purposes of this Agreement, including: (i) upon the occurrence and during the continuance of an Event of Default, to receive, indorse, and collect all instruments made payable to Pledgor representing any dividend, interest payment or other distribution in respect of the Collateral or any part thereof to the extent permitted hereunder and to give full discharge for the same and to execute and file governmental notifications and reporting forms; (ii) to arrange for the transfer of the Collateral on the books of any of the Company or any other Person to the name of Secured Party or to the name of Secured Party’s nominee.

(b)In addition to the designation of Secured Party as Pledgor’s attorney-in-fact in subsection (a), Pledgor hereby irrevocably appoints Secured Party as Pledgor’s agent and attorney-in-fact to make, execute and deliver any and all documents and writings which may be necessary or appropriate for approval of, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or any of the Company engage in business, in order to transfer or to more effectively transfer any of the Pledged Interests or otherwise enforce Secured Party’s rights hereunder.

11.Remedies upon Default.

Upon the occurrence and during the continuance of an Event of Default under the Note and/or the Guaranty “Event of Default”):

(a)Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the “Code”, irrespective of whether the Code applies to the affected items of Collateral), and Secured Party may also without notice (except as specified below) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as Secured Party may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, Secured Party may be the purchaser of any or all of the Collateral at any such sale and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all or any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights of redemption, stay, or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the time and place of any public sale or the time after which a private sale is to be made shall constitute reasonable notification. Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Secured Party may adjourn any public or private sale from tme to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the maximum extent permitted by law, Pledgor hereby waives any claims against Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if Secured Party accepts the first offer received and does not offer such Collateral to more than one offeree.

(b)Pledgor hereby agrees that any sale or other disposition of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the city and state where Secured Party is located in disposing of property similar to the Collateral shall be deemed to be commercially reasonable.

(c)Pledgor hereby acknowledges that the sale by Secured Party of any Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the “Securities Act”), as well as applicable “Blue Sky” or other state securities laws, may require strict limitations as to the manner in which Secured Party or any subsequent transferee of the Collateral may dispose thereof. Pledgor acknowledges and agrees that in order to protect Secured Party’s interest it may be necessary to sell the Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Secured Party shall have no obligation to obtain the maximum possible price for the Collateral. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Secured Party may, subject to applicable law, from time to time attempt to sell all or any part of the Collateral by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Secured Party may solicit offers to buy the Collateral or any part thereof for cash, from a limited number of investors reasonably believed by Secured Party to be institutional investors or other accredited investors who might be interested in purchasing the Collateral. If Secured Party shall solicit such offers, then the acceptance by Secured Party of one of the offers shall be deemed to be a commercially reasonable method of disposition of the Collateral.

(d)If Secured Party shall determine to exercise its right to sell all or any portion of the Collateral pursuant to this Section, Pledgor agrees that, upon request of Secured Party, Pledgor will, at its own expense:

(i)execute and deliver, or cause the officers and directors of the Company to execute and deliver, to any person, entity or governmental authority as Secured Party may choose, any and all documents and writings which, in Secured Party’s reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Company engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce

Secured Party’s rights hereunder; and

(ii)do or cause to be done all such other acts and things as may be necessary to make such sale of the Collateral or any part thereof valid and binding and in compliance with applicable law; and

(iii)cause the Company  to timely file all periodic reports required to be filed by the Company  under the Securities Exchange Act of 1934.

12.(a)Term of Agreement.  This Agreement shall continue in full force and effect until the indefeasible payment in full of the Note.  Upon the indefeasible payment in full of the Note is paid in full, the security interests in the relevant Collateral shall be deemed released, and any portion of the Collateral not transferred to or sold by any one or more Secured Parties shall be returned to the Pledgor (and for such purpose, delivery to Darrin Ocasio, Esq., of Sichenzia Ross Friedman Ference LLP of New York, NY shall deemed to comply with such return requirement).  Upon termination of this Pledge Agreement, the relevant Collateral shall be returned within five (5) Trading Days to Debtor or to the Pledgor, as contemplated above.

(b) Application of Proceeds.  Upon the occurrence and during the continuance of an Event of Default, any cash held by Secured Party as Collateral and all cash Proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral pursuant to the exercise by Secured Party of its remedies as a secured creditor as provided in Section 9 shall be applied from time to time by the Secured Part as provided in the Note.

13.Duties of Secured Party.

The powers conferred on Secured Party hereunder are solely to protect its interests in the Collateral and shall not impose on it any duty to exercise such powers. Except as provided in Section 9-207 of the Code, Secured Party shall have no duty with respect to the Collateral or any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any Collateral.

14.Amendments; etc.

No amendment or waiver of any provision of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No failure on the part of Secured Party to exercise, and no delay in exercising any right under this Agreement, any other Credit Document, or otherwise with respect to any of the Secured Obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement, any other Credit Document, or otherwise with respect to any of the Secured Obligations preclude any other or further exercise thereof or the exercise of any other right. The remedies provided for in this Agreement or otherwise with respect to any of the Secured Obligations are cumulative and not exclusive of any remedies provided by law.

15.Notices.

Unless otherwise specifically provided herein, all notices shall be in writing addressed to the respective party as set forth below: and may be personally served, faxed, telecopied or sent by overnight courier service or United States mail:

If to Pledgors:

Steven B. Rash

Ira Goldknopf

c/o Power3 Medical Products, Inc.

3400 Research Forest Drive

The Woodlands, Texas 77381

Fax No.: 281-466-1481

with a copy to:

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, NY 10018

Fax No.: 212-930-9725

Attn:Darrin M. Ocasio, Esq.

If to Secured Party:

Trinity Financing Investments Corporation

420 East 55^th Street

New York, New York 10022

Fax No.: 212 755 9309

Attn: Trinity Bul

with a copy to:

Eaton & Van Winkle

3 Park Avenue

New York, New York 10016

Fax. No. 212 779 9928

Attn: Vincent J. McGill, Esq.

Any notice given pursuant to this section shall be deemed to have been given: (a) if delivered in person, when delivered; (b) if delivered by fax, on the date of transmission if transmitted on a Business Day before 4:00 p.m. at the place of receipt or, if not, on the next succeeding Business Day; (c) if delivered by overnight courier, two (2) days after delivery to such courier properly addressed; or (d) if by United States mail, four (4) Business Days after depositing in the United States mail, with postage prepaid and properly addressed. Any party hereto may change the address or fax number at which it is to receive notices hereunder by notice to the other party in writing in the foregoing manner.

16.Continuing Security Interest.

This Agreement shall create a continuing security interest in the Collateral and shall: (a) remain in full force and effect until the indefeasible payment in full of the Secured Obligations; (b) be binding upon Pledgor and its successors and assigns; and (c) inure to the benefit of Secured Party and its successors, transferees, and assigns. Upon the indefeasible payment in full of the Secured Obligations; the security interests granted herein shall automatically terminate and all rights to the Collateral shall revert to Pledgor. Upon any such termination, Secured Party will, at Pledgor’s expense, execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination. Such documents shall be prepared by Pledgor and shall be in form and substance reasonably satisfactory to Secured Party.

17.Security Interest Absolute.

To the maximum extent permitted by law, all rights of Secured Party, all security interests hereunder, and all obligations of Pledgor hereunder, shall be absolute and unconditional irrespective of:

(a)any lack of validity or enforceability of any of the Secured Obligations or any other agreement or instrument relating thereto;

(b)any change in the time, manner, or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any of the terms of the Note, or any other agreement or instrument relating thereto;

(c)any exchange, release, or non-perfection of any other collateral, or any release or amendment or waiver of or consent to departure from any guaranty for all or any of the Secured Obligations; or

(d)any other circumstances that might otherwise constitute a defense available to, or a discharge of, Pledgor.

18.Headings.

Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement or be given any substantive effect.

19.Severability.

In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

20.Counterparts; Telefacsimile Execution.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same Agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, or binding effect hereof.

21.Additional provisions.

(a)THE VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF SECURED PARTY, IN ANY OTHER COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. THE PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT HE MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION AND STIPULATES THAT THE STATE AND FEDERAL COURTS LOCATED IN THE CITY AND COUNTY OF NEW YORK SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER HIM FOR THE PURPOSE OF LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(b)PLEDGOR HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO PLEDGOR  AT HIS ADDRESS PROVIDED HEREIN.

(c)NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF SECURED PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR JURISDICTION.

(d)PLEDGOR SHALL REIMBURSE SECURED PARTY FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION WITH (I) DRAFTING, NEGOTIATING, EXECUTING AND DELIVERING ANY AMENDMENT, MODIFICATION OR WAIVER OF, OR CONSENT WITH RESPECT TO, ANY MATTER ELATING TO THE RIGHTS OF SECURED PARTY HEREUNDER AND (II) ENFORCING ANY PROVISIONS OF THIS AGREEMENT AND/OR REALIZING UPON ANY COLLATERAL.

The rights and remedies herein reserved to any party shall be cumulative and in addition to any other or further rights and remedies available at law or in equity. Any waiver by the Pledgor or the Secured Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement.  The failure of the Secured Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.  Any waiver must be in writing.

PLEDGOR HEREBY WAIVES HIS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. THE PLEDGOR REPRESENTS THAT HE HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

Successors and Assigns. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefits of the parties hereto and their respective successors, heirs and permitted assigns.

IN WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be duly executed and delivered by their officers thereunto duly authorized as of the date first written above.

STEVEN B. RASH

By:

IRA GOLDKNOPF

By:

TRINITY FINANCING INVESTMENTS CORPORATION

By:

Title:

Schedule 1

Pledged Interests: 2,000,000 shares of common stock of Power3 Medical Products, Inc.

Name of Issuer: Power3 Medical Products, Inc

Jurisdiction of Organization: New York

Type of Interest: Share of common stock

Number of Shares/Units (if applicable):  1,000,000

Certificate Number(s) (if any) 10345      Percentage of Outstanding Interests in Issuer: approximately

Additional Collateral as  Set forth in Section 1.

Schedule 2

Pledgor Information:

For Pledgor That Is a Registered Organization

Jurisdiction of Organization:

Type of Organization:

Organizational ID Number (if any):

For Pledgor That Is An Individual:    Steven B. Rash

Address of Principal Residence:     See Notice section

For Pledgor That Is Neither a Registered Organization nor an Individual:

Type of Organization:

Schedule 1

Pledged Interests: 2,000,000 shares of common stock of Power3 Medical Products, Inc.

Name of Issuer: Power3 Medical Products, Inc

Jurisdiction of Organization: New York

Type of Interest: Share of common stock

Number of Shares/Units (if applicable):  1,000,000

Certificate Number(s) (if any) 15008      Percentage of Outstanding Interests in Issuer: approximately

Additional Collateral as  Set forth in Section 1.

Schedule 2

Pledgor Information:

For Pledgor That Is a Registered Organization

Jurisdiction of Organization:

Type of Organization:

Organizational ID Number (if any):

For Pledgor That Is An Individual:    Ira Goldknopf

Address of Principal Residence:     See Notice section

For Pledgor That Is Neither a Registered Organization nor an Individual:

Type of Organization: