**STOCK
      PLEDGE AGREEMENT**





STOCK
      PLEDGE AGREEMENT (" Agreement ")
      entered into as of the 1 st day of
      June 2006 by and among John Fife (the “Secured Party”), and those persons
      identified on the signature page hereof (each a “ Pledgor ” ).





**RECITALS**





A.  Pledgor
      has agreed to pledge certain shares as security for: (i) the performance by
      Power 3 Medical Products, Inc. A New York corporation of its obligations under
      its Series 2006 Note in an aggregate face amount of Two Hundred Sixty Six
      Thousand and 00/100 Dollars ($266,000.00) 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
      Pledgor’s Guaranty and 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 .
      Pledgor
      hereby pledges to the Secured Party as collateral and security for the Secured
      Obligations (as defined in paragraph 2) the securities initially set forth
      on
      the attached Schedule 1 of this Agreement, (the “ Pledged
      Shares ” ).
      If on
      any monthly anniversary during the term of the Note, the market value of the
      Collateral then held by the escrow agent, does not equal or exceed 300% of
      the
      principal amount of the Note then within 5 days of such date, the Pledgor shall
      deliver to be held under the terms of this Agreement a certificate or
      certificates for additional shares and necessary stock powers equal to not
      less
      than 300% of the principal amount of the Note. The Pledgor shall deliver same
      and a statement setting forth the necessary amount of Collateral not later
      than
      the first business day following each such monthly anniversary. Unless otherwise
      set forth on Schedule 1 of this Agreement, 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 . ” Market
      Value means the average closing bid price for the ten trading days prior to
      the
      date on which the Collateral is valued for purposes of this Section
      1.





2.  Secured
      Obligations .
      During
      the term hereof, the Collateral shall secure the following:





a.  The
      performance by the Company of its obligations, covenants, and agreements under
      the Note.




b.
        The
        performance by the Pledgor of its obligations, covenants, and agreements
        under
        the Guaranty.





The
      obligations, covenants and agreements described in clause (a) and (b) are the “ Secured
      Obligations. ”





3.  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 Pledgor 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.








4.  Assignment .
      In
      connection with the transfer of the Note in accordance with their 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.





5.  Pledgor’s
      Warranty .
      (A)
      Title. 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 further agree 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
      Pledgor is not acting, and has not 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)  That
      the
      statements set forth in Schedule 3 are true and correct as of the date of this
      Agreement.





6.  Collection
      of Dividends and Interest .
      During
      the term of this Agreement and so long as Pledgor is not in default under the
      Notes, Pledgor is authorized to collect all dividends, distributions, interest
      payments, and other amounts that may be, or may become, due on any of the
      Collateral.





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, Pledgor 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 .
      Pledgor
      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 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 time
      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.





Pledgor
      acknowledges that there is no adequate remedy at law for failure by it to comply
      with the provisions of this Section and that such failure would not be
      adequately compensable in damages, and therefore agrees that its agreements
      contained in this Section may be specifically enforced.





(e)  PLEDGOR
      EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL
      OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECURED PARTY DISPOSES
      OF
      ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THIS SECTION; (ii) 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;
      AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION 11, ANY
      REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.





12.  (a) Term
      of Agreement .
      This
      Agreement shall continue in full force and effect until the earlier of the
      payment in full of the Note. If 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.  Indemnity
      and Expenses .





Pledgor
      agrees:





(a)  To
      indemnify and hold harmless Secured Party and each of its directors, officers,
      employees, agents and affiliates from and against any and all claims, damages,
      demands, losses, obligations, judgments and liabilities (including, without
      limitation, reasonable attorneys' fees and expenses) in any way arising out
      of
      or in connection with this Agreement or the Secured Obligations, except to
      the
      extent the same shall arise as a result of the gross negligence or willful
      misconduct of the party seeking to be indemnified; and





(b)  To
      pay
      and reimburse Secured Party upon demand for all reasonable costs and expenses
      (including, without limitation, reasonable attorneys' fees and expenses) that
      Secured Party may incur in connection with (i) the custody, use or preservation
      of, or the sale of, collection from or other realization upon, any of the
      Collateral, including the reasonable expenses of re-taking, holding, preparing
      for sale or lease, selling or otherwise disposing of or realizing on the
      Collateral, (ii) the exercise or enforcement of any rights or remedies granted
      hereunder, under the Note or otherwise available to it (whether at law, in
      equity or otherwise), or (iii) the failure by Pledgor to perform or observe
      any
      of the provisions hereof. The provisions of this Section shall survive the
      execution and delivery of this Agreement, the repayment of any of the Secured
      Obligations, the termination of the commitments of Secured Party under the
      Note
      and the termination of this Agreement.








14.  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.





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





(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.





(b)  PLEDGOR
      HEREBY SUBMITS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, TO THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES, TO
      THE
      EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE
      DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY
      PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION.





(c)  PLEDGOR
      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 PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE WITH THIS
      AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER
      OF
      PLEDGOR'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED
      STATES MAILS, PROPER POSTAGE PREPAID.





(d)  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.





16.  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.








17.  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
      Pledgor:




Steven
      B. Rash


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:





John
      Fife


303
      East Wacker Drive


Suite
      301


Chicago,
      Il 60601




Fax
      No.: 312
      819
      9701





with
      a
      copy to:





Samuel
      M. Krieger, Esq.


Krieger
      and Prager LLP


39
      Broadway


New
      York, NY. 10006





Fax
      No.: 212 363 2999





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.





18.  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, including the cash collateralization,
      expiration, or cancellation of all Secured Obligations, if any, consisting
      of
      letters of credit, and the full and final termination of any commitment to
      extend any financial accommodations under the Credit Agreement; (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, including the cash
      collateralization, expiration, or cancellation of all Secured Obligations,
      if
      any, consisting of letters of credit, and the full and final termination of
      any
      commitment to extend any financial accommodations under the Credit Agreement,
      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.








19.  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, including any of the Credit
      Documents;





(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 Credit Documents, 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.





20.  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.





21.  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.





22.  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.





23.  Waiver
      of Marshaling .





Each
      of
      Pledgor and Secured Party acknowledges and agrees that in exercising any rights
      under or with respect to the Collateral: (a) Secured Party is under no
      obligation to marshal any Collateral; (b) may, in its absolute discretion,
      realize upon the Collateral in any order and in any manner it so elects; and
      (c)
      may, in its absolute discretion, apply the proceeds of any or all of the
      Collateral to the Secured Obligations in any order and in any manner it so
      elects. Pledgor and Secured Party waive any right to require the marshaling
      of
      any of the Collateral.





24.  Waiver
      of Jury Trial .





PLEDGOR
      AND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
      CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY
      OF
      THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,
      BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGOR
      AND
      SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACH 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.





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. RASHBy:
                /s/ Steven B.
                RashChairman
                and
                CEOJOHN
                FIFEBy:
                /s/: John
                FifeTitle:
                ______________________________











Schedule
      1





Pledged
      Interests: 5,000,000 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): see above





Certificate
      Numbers 15231, 15232, 15233, 15234, 15235, 15236





Percentage
      of Outstanding Interests in Issuer: approximately




Date
      of
      certificate: May 25, 2006





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
      3





1.
            The
                Numbers of the stock certificates evidencing 5,000,000 shares of
                common
                stock of Power 3 Medical Products, Inc., which are pledged pursuant
                to the
                Stock Pledge Agreement, dated May 31, 2006, are as
                follows:





Name
                of Shareholder
            
            Certificate
                #
            
            #
                of SharesSteven
                B. Rash
            
            15231
            
            1,000,000Steven
                B. Rash
            
            15232
            
            1,000,000Steven
                B. Rash
            
            15233
            
            1,000,000Steven
                B. Rash
            
            15234
            
            1,000,000Steven
                B. Rash
            
            15235
            
            500,000Steven
                B. Rash
            
            15236
            
            500,000





2.
            The
                shares represented by the above-referenced certificates were originally
                issued by Power 3 Medical Products, Inc., on May 18,
                2004.





/s/
                Steven B.
                RashSTEVEN
                B. RASH





**ACKNOWLEDGMENT**





STATE
      OF Texas :


ss:


COUNTY
      OF Montgomery :








BE
      IT
      REMEMBERED that on this 1st day of June ,
      2006,
      before me, the subscriber, personally appeared Steven B. Rash who, being by
      me
      duly sworn on his oath, deposed and made proof to my satisfaction that the
      information and statements set forth above are true and correct as of this
      date.





/s/
                Linh
                Rivera
              Notary
                Public, State of Texas








Schedule
      4





1.
            The
                Numbers of the stock certificates (the “Certificate”) evidencing 5,000,000
                shares of common stock of Power3 Medical Products, Inc., which are
                pledged
                pursuant to the Stock Pledge Agreement, dated May 31, 2006, are as
                follows:





Name
                of Shareholder
            
            Certificate
                #
            
            #
                of SharesSteven
                B. Rash
            
            15231
            
            1,000,000Steven
                B. Rash
            
            15232
            
            1,000,000Steven
                B. Rash
            
            15233
            
            1,000,000Steven
                B. Rash
            
            15234
            
            1,000,000Steven
                B. Rash
            
            15235
            
            500,000Steven
                B. Rash
            
            15236
            
            500,000





2.
            The
                shares represented by the above-referenced certificates were originally
                issued by Power 3 Medical Products, Inc., on May 18,
                2004.





POWER
                3 MEDICAL PRODUCTS, INC./s/
                Steven B.
                RashBy:       
                Steven B. RashTitle:    
                Chief Executive Officer





**ACKNOWLEDGMENT**





STATE
      OF Texas :


ss:


COUNTY
      OF Montgomery :








BE
      IT
      REMEMBERED that on this 1st day of June ,
      2006,
      before me, the subscriber, personally appeared Steven B. Rash who, being by
      me
      duly sworn on his oath, deposed and made proof to my satisfaction that he is
      the
      Chief Executive Officer for Power 3 Medical Products, Inc., a New York
      corporation, and that the statements set forth above are true and correct as
      of
      this date.








/s/
                Linh
                Rivera
              Notary
                Public, State of Texas