`ARTICLES OF DESIGNATION

                                       of

                      SERIES B CONVERTIBLE PREFERRED STOCK

                                       of

                          POWER3 MEDICAL PRODUCTS, INC.


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

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

                          Convertible Preferred Stock

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

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

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

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

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




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

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

        8. Conversion Provisions.

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

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

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

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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

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




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

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

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




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

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

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

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

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

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




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

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

        10. The Securities Act of 1933

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

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

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

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

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

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

                                    POWER 3 MEDICAL PRODUCTS, INC.



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