**NOBLE
      INTERNATIONAL INVESTMENTS, INC.**





March
      1,
      2007





PERSONAL
      AND CONFIDENTIAL





Board
      of
      Directors


Power
      3
      Medical Products, Inc.


3400
      Research Forest Drive, Suite B2-3


Woodlands,
      TX 77381





Gentlemen:





This
      letter agreement (Agreement) confirms the terms and conditions of the exclusive
      engagement of Noble International Investments, Inc. (Noble) by Power 3 Medical
      Products, Inc. (the Company) to render certain financial advisory and investment
      banking services to the Company in connection with the Company’s review of its
      strategic and financial alternatives including, but not limited to, a possible
      Transaction, Alternative Transaction or Financing, as defined
      below.





In
      the
      context of this Agreement, (A) Transaction means any merger, acquisition,
      consolidation, reorganization, recapitalization (not including stock splits),
      business combination or other transaction or series of transactions (including
      a
      purchase or sale of assets) involving the Company and a Strategic Partner (as
      defined herein) resulting directly from Noble’s services; and (B) Alternate
      Transaction means a transaction other than a Transaction including any joint
      venture, marketing agreement, licensing agreement or similar transaction or
      agreement entered into by or involving the Company and a Strategic Partner
      resulting directly from Nobles services; and (C) Financing means a public
      offering or private placement of debt or equity securities of the Company (a
      Securities Financing) and/or the arrangement in the U.S. credit markets of
      a
      credit facility provided by one or more lenders (a Bank Financing) resulting
      directly from Nobles services.





1.  Services .
      Noble
      agrees to perform the following services:





(a)
            Review
                historical and projected financial and operating information of the
                Company and any Strategic Partners;





(b)
            Assist
                the Company's management with the preparation of a memorandum (the
                Memorandum) describing the Company’s business together with such other
                materials as may be reasonably required for marketing of the
                Company;





(c)
            Identify
                and seek out persons, groups of persons, partnerships, joint ventures,
                corporations or other entities (each, a Strategic Partner) who would
                be
                interested in entering into a Transaction, Alternate Transaction
                or
                Financing with the Company;





1


(d)
            Advise
                and assist the Company as to the financial aspects and structure
                of any
                proposed Financing, Transaction or Alternate Transaction and assist
                in
                negotiating the terms thereof;





(e)
            Advise
                and assist the Company in the negotiation of any documentation relating
                to
                a Financing, Transaction or Alternate Transaction, which would include
                but
                not be limited to letters of intent and definitive
                agreements;





(f)
            Advise
                the Company with respect to, and arrange and assist in the negotiation
                of
                the terms of, any Bank Financing;





(g)
            Perform
                such other services as the Company and Noble shall mutually agree
                to in
                writing.




Noble
      reserves the right to determine that neither it nor any of its affiliates will
      participate in any Financing, and the foregoing is not an agreement or
      commitment by Noble or any of its affiliates to provide funds, either directly
      or through a syndicate of lenders pursuant to any credit facility or to
      underwrite, place or purchase any securities or otherwise provide or participate
      in any Financing.





2.  Fees .
      The
      Company agrees to pay Noble for its services as follows:





(a)
            A
                financial advisory fee (“Advisory Fee”) of five year cashless exercise
                warrants to purchase 6,000,000 shares of the Company’s (or its
                successor’s) common stock exercisable at $0.08 per share, which will be
                transferable to Noble employees and affiliates for which Noble shall
                will
                have piggy-back registration rightswith respect to the common stock underlying such
                warrants.





(b)
            In
                addition to the Advisory Fee and upon consummation of a Transaction
                introduced by Noble, a fee (Transaction Fee) equal to (i) 5% of the
                Consideration (as hereinafter defined) up to $10,000,000.00, plus
                (ii) 3%
                of the Consideration from and including $10,000,000.00 up to
                $15,000,000.00, plus (iii) 1% of the Consideration including and
                in excess
                of $15,000,000.00; and


(c)
            In
                addition to the Advisory Fee and the Transaction Fee and upon consummation
                of an Alternate Transaction introduced by Noble, an alternate transaction
                fee (Alternate Transaction Fee) to be agreed upon in a good faith
                negotiation between the Company and Noble subject to a minimum of
                $50,000.00 payable in cash or in kind, at the option of the Company;
                and





(d)
            In
                addition to the Advisory Fee, the Transaction Fee and the Alternate
                Transaction Fee and upon the closing of any part of a Financing,
                the
                Company shall pay Noble:





2





(i)
            in
                connection with any equity Securities Financing in a public offering
                resulting directly from Noble’s services, a fee to be agreed upon by the
                Company and Noble;





(ii)
            in
                connection with any equity Securities Financing in a private placement
                or
                rights offering, (A) a cash fee equal to 8% of the gross proceeds
                raised
                from the sale of the securities, plus (B) a non-accountable expense
                fee
                equal to 1% of the aggregate offering price of all securities sold
                in such
                offering, plus (C) Noble shall have the right to purchase, for $0.0001
                each, cashless exercise warrants to purchase common stock equal to
                12.5%
                of the number of shares of common stock (or common stock equivalent
                shares) sold in the equity Securities Financing (subject to adjustment).
                The warrants will have a term of five years and have an exercise
                price of
                100% of the per share price (or conversion price of the securities,
                if
                applicable) at which the investors invested in connection with the
                equity
                Securities Financing and will be transferable to Noble employees
                and
                affiliates. Noble shall also be granted registration rights with
                respect
                to the common stock underlying such warrants which will include at
                least
                one demand registration right at the Company’s cost and an unlimited
                number of piggyback registration
                rights;





(iii)
            in
                connection with any debt Securities Financing, such amount as shall
                be
                agreed by the Company and Noble;





(iv)
            in
                connection with any Bank Financing that is consummated prior to
                termination of this Agreement in which Noble acts as arranger, the
                Company
                shall pay Noble aggregate arrangement fees in an amount to be agreed
                upon,
                payable on the date of execution of definitive documentation with
                respect
                thereto, which fee shall be in addition to any fee payable to any
                affiliate of Noble that may act as agent or a member of a lending
                syndicate or otherwise as a participant in any such Bank Financing.





3





Notwithstanding
      the forgoing provisions of this Paragraph 2(d), the Company and Noble shall
      negotiate and execute definitive agreements prior to the commencement of any
      Financing which agreements will more specifically set forth the terms and
      conditions (including without limitation any compensation payable to Noble
      in
      addition to that listed above) pursuant to which a Financing will
      occur.





In
      the
      context of this Agreement, Consideration means the aggregate value of all cash,
      securities, the assumption of debt by the Company or the Strategic Partner,
      as
      the case may be, and any other forms of payment received or to be received,
      directly or indirectly, by the Strategic Partner or the Company or their
      respective shareholders or employees, as the case may be, pursuant to a
      Transaction or an Alternate Transaction including the total of all
      interest-bearing indebtedness of the Strategic Partner or the Company, as the
      case may be (both long term and short term including capitalized leases)
      outstanding, assumed or refinanced at the closing of a Transaction or an
      Alternate Transaction and also including any infusions of cash, securities,
      assets or other forms of value into the Strategic Partner or the Company, as
      the
      case may be, pursuant to a Transaction or an Alternate Transaction. If part
      of
      the Consideration is contingent upon the occurrence of some future event (e.g.,
      the realization of earnings projections), then such portion of the Transaction
      Fee shall be paid by the Company to Noble upon the earlier of the determination
      or receipt of such Consideration. If part or all of the Consideration is
      represented by securities, the value thereof for the purpose of computing the
      Transaction Fee and Alternate Transaction Fee shall be determined by mutual
      agreement between Noble and the Company. Any inability to agree upon the value
      of the securities described in any of the foregoing will be resolved through
      submission to binding arbitration before the National Association of Securities
      Dealers, Inc.





3.  Term .
      The
      term of this Agreement shall commence on the date hereof and end on the first
      anniversary of the date hereof (the Term). This Agreement may be renewed upon
      mutual written agreement of the parties hereto. The Company may terminate this
      Agreement prior to the expiration of the Term upon thirty
      (30) days
      written notice to Noble. If the Company terminates this Agreement prior to
      the
      expiration of the Term, the Company shall pay to Noble all fees earned and
      all
      reasonable expenses incurred, in accordance with Paragraphs 2 and 5 hereof,
      respectively, and all fees which Noble would have been entitled to receive
      pursuant to Paragraph 2(a) but for the termination. The Company agrees to pay
      Noble any fees specified in Paragraph 2 and to fulfill any obligations therein
      to the extent that any event specified herein occurs during the Term of this
      Agreement or within twelve (12) months after the termination or expiration
      of
      this Agreement. Any obligation pursuant to this Paragraph 3, and pursuant to
      Paragraphs 2, 4, 5, 6 and 8 hereof, shall survive the termination or expiration
      of this Agreement.





4




4.  Exclusivity
      / Right to Future Financings .





(a)
            The
                Company agrees to retain Noble on an exclusive basis in connection
                with a
                possible Transaction or Alternate Transaction for the Term of this
                Agreement. In order to coordinate the efforts to effect a Transaction
                or
                Alternate Transaction satisfactory to the Company during the Term
                of this
                Agreement, neither the Company nor any of its management, representatives
                or affiliates will pursue any discussion with any third party except
                through Noble. If any of these persons receives an inquiry concerning
                a
                possible Transaction or Alternate Transaction, they will promptly
                inform
                Noble of the third parties interest in order that Noble can assess
                that
                third parties interest and assist the Company in any resulting
                negotiations. In addition, neither the Company nor its principals,
                employees, associates, affiliates or agents will independently of
                Noble or
                without Nobles prior express written consent, directly or indirectly,
                pursue, negotiate or enter into a business relationship, agreement
                or
                arrangement (written or oral) involving or relating to any transaction
                similar to a Transaction, Alternate Transaction or a Financing with
                any of
                the parties listed on Exhibit B hereto (including affiliates of such
                parties) or individuals or entities introduced to the Company, its
                principals or affiliates by the parties listed on Exhibit B (all
                of which
                parties the Company agrees were introduced to the Company by Noble
                or its
                affiliates); provided, however, that this Section 4(a) shall not
                apply
                with respect to agreements or transactions between the Company and
                parties
                with whom the Company has an existing relationship, contractual or
                otherwise, including but not limited to the following: licensing
                agreements, research agreements, pilot studies; and





(b)
            If
                the Company decides to pursue a Financing during the Term of this
                Agreement, then Noble shall have the right to act as lead arranger
                for any
                Bank Financing, or to serve as the Company’s lead managing underwriter or
                exclusive agent, as the case may be, in connection with any Securities
                Financing, subject to the satisfactory completion of Nobles due diligence
                investigation, market conditions and the good faith negotiation of
                customary and mutually agreeable terms and conditions;
                and





(c)
            If
                the Company decides to pursue a Financing within nine (9) months
                from the
                expiration or termination of this Agreement then Noble shall have
                the
                right to act as lead arranger for any Bank Financing, or to serve
                as the
                Company’s lead managing underwriter or exclusive agent, as the case may
                be, in connection with any Securities Financing, subject to the
                satisfactory completion of Nobles due diligence investigation, market
                conditions and the good faith negotiation of customary and mutually
                agreeable terms and conditions; provided, however, that this section
                4(b)
                shall apply only if a satisfactory Financing in an amount of $3 million
                or
                greater has been consummated during the Term of this
                Agreement.





5


5.  Expenses .
      The
      Company agrees to reimburse Noble (on a pre-approved basis for expenses over
      $1,000) for all of its reasonable out-of-pocket fees, expenses and costs
      (including, but not limited to, legal, accounting, travel, accommodations,
      telephone, computer, courier and supplies) in connection with the performance
      of
      its services under this Agreement. All such fees, expenses and costs will be
      billed at any time by Noble and are immediately payable by the Company when
      invoiced. Upon termination or expiration of the Agreement or completion of
      a
      Transaction, Alternate Transaction, or Financing, any unreimbursed fees and
      expenses will be immediately due and payable.





6.  Indemnification .





(a)
      In
      addition to the payment of fees and reimbursement of fees and expenses provided
      for above, and regardless of whether a Transaction, Alternate Transaction or
      Financing is consummated, the Company agrees to indemnify Noble and its
      affiliates with regard to the matters contemplated herein, as set forth in
      Exhibit A(1), attached hereto, which is incorporated by reference as if fully
      set forth herein.





(b)
      Regardless of whether a Transaction, Alternate Transaction or Financing is
      consummated, Noble agrees to indemnify the Company and its affiliates with
      regard to the matters contemplated herein, as set forth in Exhibit A(2),
      attached hereto, which is incorporated by reference as if fully set forth
      herein.





7.  Matters
      Relating to Engagement .
      The
      Company acknowledges that Noble has been retained solely to provide the services
      set forth in this Agreement. In rendering such services, Noble shall act as
      an
      independent contractor, and any duties of Noble arising out of its engagement
      hereunder shall be owed solely to the Company. The Company further acknowledges
      that Noble may perform certain of the services described herein through one
      or
      more of its affiliates.





The
      Company acknowledges that Noble is a securities firm that is engaged in
      securities trading and brokerage activities, as well as providing investment
      banking and financial advisory services. The Company acknowledges and agrees
      that in connection with the performance of Noble’s services hereunder (or any
      other services) that neither Noble nor any of its employees will be providing
      the Company with legal, tax or accounting advice or guidance (and no advice
      or
      guidance provided by Noble or its employees to the Company should be construed
      as such) and that neither Noble nor its employees hold itself or themselves
      out
      to be advisors as to legal, tax, accounting or regulatory matters in any
      jurisdiction. The Company shall consult with its own legal, tax, accounting
      and
      other advisors concerning all matters and advice rendered by Noble to the
      Company and the Company shall be responsible for making its own independent
      investigation and appraisal of the risks, benefits and suitability of the advice
      and guidance given by Noble to the Company and the transactions contemplated
      by
      this Agreement. Neither Noble nor its employees shall have any responsibility
      or
      liability whatsoever to the Company or its affiliates with respect
      thereto.





6


The
      Company recognizes and confirms that in performing its duties pursuant to this
      Agreement, Noble will be using and relying on data, material, and other
      information (the Information) furnished by the Company, a Strategic Partner
      or
      their respective employees and representatives. The Company will cooperate
      with
      Noble and will furnish Noble with all Information concerning the Company and
      any
      Transaction, Alternate Transaction or Financing which Noble deems appropriate
      and will provide Noble with access to the Company’s officers, directors,
      employees, independent accountants and legal counsel for the purpose of
      performing Nobles obligations pursuant to this Agreement. The Company hereby
      agrees and represents that all Information furnished to Noble pursuant to this
      Agreement shall be accurate and complete in all material respects at the time
      provided, and that, if the Information becomes materially inaccurate, incomplete
      or misleading during the term of Nobles engagement hereunder, the Company shall
      promptly advise Noble in writing. Accordingly, Noble assumes no responsibility
      for the accuracy and completeness of the Information. In rendering its services,
      Noble will be using and relying upon the Information without independent
      verification evaluation thereof.





8.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to the conflict of laws provisions
      thereof.





9.  No
      Brokers .
      The
      Company represents and warrants to Noble that there are no brokers,
      representatives or other persons who have an interest in compensation due to
      Noble from any transaction contemplated herein or which would otherwise be
      due
      any fee, commission or remuneration upon consummation of any Transaction,
      Alternative Transaction or Financing.





10.  No
      affiliation. Noble
      represents and warrants to the Company that it is not affiliated with any
      shareholders, officers, directors or representatives of the Company who have
      an
      in interest in compensation due from Noble from any transaction contemplated
      herein or which would otherwise be due any fee, commission or remuneration
      upon
      consummation of any Transaction, Alternative Transaction or
      Financing.





11. Authorization .
      The
      Company and Noble represent and warrant that each has all requisite power and
      authority, and all necessary authorizations, to enter into and carry out the
      terms and provisions of this Agreement and the execution, delivery and
      performance of this Agreement does not breach or conflict with any agreement,
      document or instrument to which it is a party or bound.





12.  Miscellaneous .
      This
      Agreement constitutes the entire understanding and agreement between the Company
      and Noble with respect to the subject matter hereof and supersedes all prior
      understanding or agreements between the parties with respect thereto, whether
      oral or written, express or implied. Any amendments or modifications must be
      executed in writing by both parties. This Agreement and all rights, liabilities
      and obligations hereunder shall be binding upon and insure to the benefit of
      each party’s successors but may not be assigned without the prior written
      approval of the other party. If any provision of this Agreement shall be held
      or
      made invalid by a statute, rule, regulation, decision of a tribunal or
      otherwise, the remainder of this Agreement shall not be affected thereby and,
      to
      this extent, the provisions of this Agreement shall be deemed to be severable.
      This Agreement may be executed in any number of counterparts, each of which
      shall be deemed to be an original, but such counterparts shall, together,
      constitute only one instrument. The descriptive headings of the Paragraphs
      of
      this Agreement are inserted for convenience only, do not constitute a part
      of
      this Agreement and shall not affect in anyway the meaning or interpretation
      of
      this Agreement.





7


Please
      confirm that the foregoing correctly sets forth our agreement by signing below
      in the space provided and returning this Agreement to Noble for execution,
      whereupon Noble will send the Company a fully executed original hereof which
      shall constitute a binding agreement as of the date first above
      written.





NOBLE
      INTERNATIONAL INVESTMENTS, INC.





By:
      ______________________________


Name:
      Nico P. Pronk


Title:
      President





AGREED
      TO
      AND ACCEPTED AS OF THE ABOVE DATE:





POWER
      3
      MEDICAL PRODUCTS, INC.





By:
      ______________________________


Name:
      Steven B. Rash


Title:
      Chairman & C.E.O.





8


**EXHIBIT
      A: INDEMNIFICATION**





(1)
      The
      Company agrees to indemnify Noble, its employees, directors, officers, agents,
      affiliates, and each person, if any, who controls it within the meaning of
      either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
      Securities Act of 1933 (each such person, including Noble is referred to as
      Indemnified Party) from and against any losses, claims, damages and liabilities,
      joint or several (including all legal or other expenses reasonably incurred
      by
      an Indemnified Party in connection with the preparation for or defense of any
      threatened or pending claim, action or proceeding, whether or not resulting
      in
      any liability) (Damages), to which such Indemnified Party, in connection with
      providing its services or arising out of its engagement hereunder, may become
      subject under any applicable Federal or state law or otherwise, including but
      not limited to liability or loss (i) caused by or arising out of an untrue
      statement or an alleged untrue statement of a material fact or omission or
      alleged omission to state a material fact necessary in order to make a statement
      not misleading in light of the circumstances under which it was made, (ii)
      caused by or arising out of any act or failure to act, or (iii) arising out
      of
      Nobles engagement or the rendering by any Indemnified Party of its services
      under this Agreement; provided, however, that the Company will not be liable
      to
      the Indemnified Party hereunder to the extent that any Damages are found in
      a
      final non-appealable judgment by a court of competent jurisdiction to have
      resulted from the gross negligence or willful misconduct of the Indemnified
      Party seeking indemnification hereunder.





These
      indemnification provisions shall be in addition to any liability which the
      Company may otherwise have to any Indemnified Party.





If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then the Company shall contribute to the
      amount paid or payable by an Indemnified Party as a result of such Damages
      in
      such proportion as is appropriate to reflect not only the relative benefits
      received by the Company and its shareholders on the one hand and the Indemnified
      Party on the other, but also the relative fault of the Company and the
      Indemnified Party as well as any relevant equitable considerations.





A-1


Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify the Company in writing of the receipt or
      commencement thereof and the Company shall have the right to assume the defense
      of such claim or action (including the employment of counsel reasonably
      satisfactory to the Indemnified Party and the payment of fees and expenses
      of
      such counsel), provided that the Indemnified Party shall have the right to
      control its defense if, in the opinion of its counsel, the Indemnified Party’s
      defense is unique or separate to it as the case may be, as opposed to a defense
      pertaining to the Company. In any event, the Indemnified Party shall have the
      right to retain counsel reasonably satisfactory to the Company, at the Company’s
      sole expense, to represent it in any claim or action in respect of which
      indemnity may be sought and agrees to cooperate with the Company and the
      Company’s counsel in the defense of such claim or action. In the event that the
      Company does not promptly assume the defense of a claim or action, the
      Indemnified Party shall have the right to employ counsel to defend such claim
      or
      action. Any obligation pursuant to this Annex shall survive the termination
      or
      expiration of the Agreement.





(2)
      Noble
      agrees to indemnify the Company, its employees, directors, officers, agents,
      affiliates, and each person, if any, who controls it within the meaning of
      either Section 20 of the Securities Exchange Act of 1934 or Section 15 of the
      Securities Act of 1933 (each such person, including Noble is referred to as
      Indemnified Party) from and against any losses, claims, damages and liabilities,
      joint or several (including all legal or other expenses reasonably incurred
      by
      an Indemnified Party in connection with the preparation for or defense of any
      threatened or pending claim, action or proceeding, whether or not resulting
      in
      any liability) (Damages), to which such Indemnified Party, in connection with
      providing its services or arising out of its engagement hereunder, may become
      subject under any applicable Federal or state law or otherwise, including but
      not limited to liability or loss (i) caused by or arising out of an untrue
      statement or an alleged untrue statement of a material fact or omission or
      alleged omission to state a material fact necessary in order to make a statement
      not misleading in light of the circumstances under which it was made, (ii)
      caused by or arising out of any act or failure to act, or (iii) arising out
      of
      Nobles engagement or the rendering by any Indemnified Party of its services
      under this Agreement; provided, however, that Noble will not be liable to the
      Indemnified Party hereunder to the extent that any Damages are found in a final
      non-appealable judgment by a court of competent jurisdiction to have resulted
      from the gross negligence or willful misconduct of the Indemnified Party seeking
      indemnification hereunder.





These
      indemnification provisions shall be in addition to any liability which Noble
      may
      otherwise have to any Indemnified Party.





If
      for
      any reason, other than a final non-appealable judgment finding an Indemnified
      Party liable for Damages for its gross negligence or willful misconduct the
      foregoing indemnity is unavailable to an Indemnified Party or insufficient
      to
      hold an Indemnified Party harmless, then Noble shall contribute to the amount
      paid or payable by an Indemnified Party as a result of such Damages in such
      proportion as is appropriate to reflect not only the relative benefits received
      by Noble and its shareholders on the one hand and the Indemnified Party on
      the
      other, but also the relative fault of Noble and the Indemnified Party as well
      as
      any relevant equitable considerations.





A-2


Promptly
      after receipt by the Indemnified Party of notice of any claim or of the
      commencement of any action in respect of which indemnity may be sought, the
      Indemnified Party will notify Noble in writing of the receipt or commencement
      thereof and Noble shall have the right to assume the defense of such claim
      or
      action (including the employment of counsel reasonably satisfactory to the
      Indemnified Party and the payment of fees and expenses of such counsel),
      provided that the Indemnified Party shall have the right to control its defense
      if, in the opinion of its counsel, the Indemnified Party’s defense is unique or
      separate to it as the case may be, as opposed to a defense pertaining to Noble.
      In any event, the Indemnified Party shall have the right to retain counsel
      reasonably satisfactory to Noble, at Noble’s sole expense, to represent it in
      any claim or action in respect of which indemnity may be sought and agrees
      to
      cooperate with Noble and Noble’s counsel in the defense of such claim or action.
      In the event that Noble does not promptly assume the defense of a claim or
      action, the Indemnified Party shall have the right to employ counsel to defend
      such claim or action. Any obligation pursuant to this Annex shall survive the
      termination or expiration of the Agreement.


A-3


**EXHIBIT
      B**






B-1