**Exhibit 10.21**

 

**STOCK PLEDGE AGREEMENT**

 

STOCKPLEDGE AGREEMENT (“Agreement”) entered into as of the 28thday of March 2006 by and among John Fife (the “Secured Party”),  and those persons identified on the signaturepage hereof (each a “Pledgor”).

 

**RECITALS**

 

A.            Pledgorshave agreed to pledge certain shares as security for: (i) the performanceby Power 3 Medical Products, Inc. A New York corporation of itsobligations under its Series 2006 Note in an aggregate face amount of FourHundred Thousand and 00/100 Dollars ($400,000.00) payable to the Secured Party(the “Note”)and (ii) the performance by Pledgor of its Guarantydelivered to Secured Party of even date herewith.  Capitalized terms in this Agreement which arenot identified herein will have the meanings given such terms in the Note.

 

B.            TheSecured Party is willing to accept the Note from the Company only uponreceiving Pledgors’ Guaranty and pledge of certain stock as set forth in thisAgreement.

 

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

 

1.             Grantof Security Interest. Pledgors hereby pledge to the Secured Party ascollateral and security for the Secured Obligations (as defined in paragraph 2)the securities initially set forth on the attached Schedule 1 of thisAgreement, (the “Pledged Shares”). If on any monthly anniversary duringthe term of the Note, the market value of the Collateral then held by theescrow agent, does not equal or exceeed 300% of the principal amount of theNote then within 5 days of such date, the Pledgor shall deliver to be heldunder the terms of this Agreement a certificate or certificates for additionalshares and necessary stock powers equal to not less than 300% of the principalamount of the Note. The Pledgor shall deliver same and a statement settingforth the necessary amount of Collateral not later than the first business dayfollowing each such monthly anniversary. Unless otherwise set forth on Schedule 1of this Agreement, each Pledgor is the beneficial and record owner of thePledged Shares set forth opposite such Pledgor’s name on such Schedule. SuchPledged Shares, together with any additions, replacements,  accessions substitutes therefor, or proceedsthereof, are hereinafter referred to collectively as the “Collateral.”Market Value means the average closing bid price for the ten trading days priorto the date on which the Collateral is valued for purposes of this Section 1.

 

2.             SecuredObligations. During the term hereof, the Collateral shall secure thefollowing:

 

a.  Theperformance by the Company of its obligations, covenants, and agreements underthe Note.

 

b. Theperformance by the Pledgor of its obligations, covenants, and agreements underthe Guaranty.

 

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

 

3.             Perfectionof Security Interests. (a)  Upon execution of this Agreement by eachPledgor, such Pledgor shall deliver the Pledge Shares, together with StockPowers (with Medallion Guarantees annexed).

 

(b)           TheCompany and each Pledgor will, at its expense, cause to be searched the publicrecords with respect to the Collateral and will execute, deliver, file andrecord (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, anyfinancing statements, any carbon, photographic or other reproduction of afinancing statement or this Agreement (which shall be sufficient as a financingstatement hereunder), any specific assignments or other paper that may bereasonably necessary or desirable, or that such Secured Party may request,in order to create, preserve, perfect or validate any Security Interest or toenable such Secured Party to exercise and enforce its rights hereunder withrespect to any of the Collateral. The Company and each of the Pledgors herebyappoints each Secured Party as the Company’s or

 

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such Pledgor’sattorney-in-fact to execute in the name and behalf of the Company or suchPledgor, as the case may be, such additional financing statements as suchSecured Party may request.

 

4.             Assignment.In connection with the transfer of the Note in accordance with their terms, aSecured Party may assign or transfer the whole or any part of itssecurity interest granted hereunder, and may transfer as collateralsecurity the whole or any part of Secured Party’s security interest in theCollateral. Any transferee of the Collateral shall be vested with all of therights and powers of Secured Party hereunder with respect to the Collateral.

 

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

 

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

 

(ii) SuchPledgor further agree not to grant or create, any security interest, claim,lien, pledge or other encumbrance with respect to such Collateral or attempt tosell, transfer or otherwise dispose of the Collateral, until the SecuredObligations have been paid in full or this Agreement terminates; and

 

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

 

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

 

(ii)           ThePledgors are not (and neither of them is ) acting, and have not (and neither ofthem has) agreed to act, in any plan to sell or dispose of any Shares in amanner intended to circumvent the registration requirements of the SecuritiesAct of 1933, as amended, or any applicable state law.

 

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

 

6.             Collectionof Dividends and Interest. During the term of this Agreement and so long asPledgors are not in default under the Notes, Pledgors are authorized to collect all dividends, distributions,interest payments, and other amounts that may be, or may become, dueon any of the Collateral.

 

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

 

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

 

9.             Preservationof the Value of the Collateral. Pledgors shall pay all taxes, charges, andassessments against the Collateral and do all acts necessary to preserve andmaintain the value thereof.

 

10.           SecuredParty as Pledgor’s Attorney-in-Fact.

 

(a)           Pledgorhereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact, withfull 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, totake any action and to execute any instrument that Secured Party may reasonably

 

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deem necessary oradvisable to accomplish the purposes of this Agreement, including: (i) uponthe occurrence and during the continuance of an Event of Default, to receive,indorse, and collect all instruments made payable to Pledgor representing anydividend, interest payment or other distribution in respect of the Collateralor any part thereof to the extent permitted hereunder and to give fulldischarge for the same and to execute and file governmental notifications andreporting forms; (ii) to arrange for the transfer of the Collateral on thebooks of any of the Company or any other Person to the name of Secured Party orto the name of Secured Party’s nominee.

 

(b)           Inaddition to the designation of Secured Party as Pledgor’s attorney-in-fact insubsection (a), Pledgor hereby irrevocably appoints Secured Party asPledgor’s agent and attorney-in-fact to make, execute and deliver any and alldocuments and writings which may be necessary or appropriate for approvalof, 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, inorder to transfer or to more effectively transfer any of the Pledged Interestsor otherwise enforce Secured Party’s rights hereunder.

 

11.           Remediesupon Default.

 

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

 

(a)           SecuredParty may exercise in respect of the Collateral, in addition to otherrights and remedies provided for herein or otherwise available to it, all therights and remedies of a secured party on default under the Code (irrespectiveof whether the Code applies to the affected items of Collateral), and SecuredParty may also without notice (except as specified below) sell theCollateral or any part thereof in one or more parcels at public or privatesale, at any exchange, broker’s board or at any of Secured Party’s offices orelsewhere, for cash, on credit or for future delivery, at such time or timesand at such price or prices and upon such other terms as Secured Party may deemcommercially reasonable, irrespective of the impact of any such sales on themarket price of the Collateral. To the maximum extent permitted by applicablelaw, Secured Party may be the purchaser of any or all of the Collateral atany such sale and shall be entitled, for the purpose of bidding and makingsettlement or payment of the purchase price for all or any portion of the Collateralsold at any such public sale, to use and apply all or any part of theSecured Obligations as a credit on account of the purchase price of anyCollateral payable at such sale. Each purchaser at any such sale shall hold theproperty sold absolutely free from any claim or right on the part ofPledgor, and Pledgor hereby waives (to the extent permitted by law) all rightsof redemption, stay, or appraisal that it now has or may at any time inthe future have under any rule of law or statute now existing or hereafterenacted. Pledgor agrees that, to the extent notice of sale shall be required bylaw, at least ten (10) calendar days notice to Pledgor of the time andplace of any public sale or the time after which a private sale is to be madeshall constitute reasonable notification. Secured Party shall not be obligatedto make any sale of Collateral regardless of notice of sale having been given.Secured Party may adjourn any public or private sale from tme to time byannouncement at the time and place fixed therefor, and such sale may, withoutfurther notice, be made at the time and place to which it was so adjourned. Tothe maximum extent permitted by law, Pledgor hereby waives any claims againstSecured Party arising because the price at which any Collateral may havebeen sold at such a private sale was less than the price that might have beenobtained at a public sale, even if Secured Party accepts the first offerreceived and does not offer such Collateral to more than one offeree.

 

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

 

(c)           Pledgorhereby acknowledges that the sale by Secured Party of any Collateral pursuantto the terms hereof in compliance with the Securities Act of 1933 as now ineffect or as hereafter amended, or any similar statute hereafter adopted withsimilar purpose or effect (the “Securities Act”), as well as applicable “BlueSky” or other state securities laws, may require strict limitations as tothe manner in which Secured Party or any subsequent transferee of theCollateral may dispose thereof. Pledgor acknowledges and agrees that inorder to protect Secured Party’s interest it may be necessary to sell theCollateral at a price less than the maximum price attainable if a sale were delayedor were made in another manner, such as a public offering under the SecuritiesAct. Pledgor has no objection to sale in such a manner and agrees that SecuredParty shall have no obligation to obtain the maximum possible price for theCollateral. Without limiting the generality of the foregoing, Pledgor agreesthat, 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 sellall or any part of the Collateral by a private placement, restricting thebidders and prospective purchasers to those who will represent and agree thatthey are purchasing for investment only and not

 

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for distribution. In sodoing, Secured Party may solicit offers to buy the Collateral or any part thereoffor cash, from a limited number of investors reasonably believed by SecuredParty to be institutional investors or other accredited investors who might beinterested in purchasing the Collateral. If Secured Party shall solicit suchoffers, then the acceptance by Secured Party of one of the offers shall bedeemed to be a commercially reasonable method of disposition of the Collateral.

 

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

 

(i)            executeand deliver, or cause the officers and directors of the Company to execute anddeliver, to any person, entity or governmental authority as Secured Party may choose,any and all documents and writings which, in Secured Party’s reasonablejudgment, may be necessary or appropriate for approval, or be required by,any regulatory authority located in any city, county, state or country wherePledgor or the Company engage in business, in order to transfer or to moreeffectively transfer the Pledged Interests or otherwise enforce Secured Party’srights hereunder; and

 

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

 

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

 

Pledgoracknowledges that there is no adequate remedy at law for failure by it tocomply with the provisions of this Section and that such failure would notbe adequately compensable in damages, and therefore agrees that its agreementscontained in this Section may be specifically enforced.

 

(e)           PLEDGOREXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANYCONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME SECUREDPARTY DISPOSES OF ALL OR ANY PART OF THE COLLATERAL AS PROVIDED IN THISSECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HASOR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW ORSTATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTHIN SUBSECTION (a) OF THIS SECTION 11, ANY REQUIREMENT OF NOTICE,DEMAND, OR ADVERTISEMENT FOR SALE.

 

12.           (a)Termof Agreement. This Agreement shall continue in full force and effect untilthe 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, andany portion of the Collateral not transferred to or sold by any one or moreSecured Parties shall be returned to the Pledgor (and for such purpose,delivery to Darrin Ocasio, Esq., of Sichenzia Ross Friedman Ference LLP ofNew York, NY shall deemed to comply with such return requirement). Upontermination of this Pledge Agreement, the relevant Collateral shall be returnedwithin five (5) Trading Days to Debtor or to the Pledgor, as contemplatedabove.

 

(b) Applicationof Proceeds. Upon the occurrence and during the continuance of an Event ofDefault, any cash held by Secured Party as Collateral and all cash Proceedsreceived by Secured Party in respect of any sale of, collection from, or otherrealization upon all or any part of the Collateral pursuant to theexercise by Secured Party of its remedies as a secured creditor as provided in Section 9shall be applied from time to time by the Secured Part as provided in theNote.

 

13.           Indemnityand Expenses.

 

Pledgoragrees:

 

(a)           Toindemnify 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

 

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liabilities (including, withoutlimitation, reasonable attorneys’ fees and expenses) in any way arising out ofor in connection with this Agreement or the Secured Obligations, except to theextent the same shall arise as a result of the gross negligence or willfulmisconduct of the party seeking to be indemnified; and

 

(b)           Topay and reimburse Secured Party upon demand for all reasonable costs andexpenses (including, without limitation, reasonable attorneys’ fees andexpenses) that Secured Party may incur in connection with (i) thecustody, use or preservation of, or the sale of, collection from or otherrealization upon, any of the Collateral, including the reasonable expenses ofre-taking, holding, preparing for sale or lease, selling or otherwise disposingof or realizing on the Collateral, (ii) the exercise or enforcement of anyrights or remedies granted hereunder, under the Note or otherwise available toit (whether at law, in equity or otherwise), or (iii) the failure byPledgor to perform or observe any of the provisions hereof. The provisionsof this Section shall survive the execution and delivery of thisAgreement, the repayment of any of the Secured Obligations, the termination ofthe commitments of Secured Party under the Note and the termination of thisAgreement.

 

14.           Dutiesof Secured Party.

 

Thepowers conferred on Secured Party hereunder are solely to protect its interestsin 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 haveno duty with respect to the Collateral or any responsibility for taking anynecessary steps to preserve rights against any Persons with respect to anyCollateral.

 

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

 

(a)           THEVALIDITY 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 (WITHOUTREFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALLACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIEDAND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEWYORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF SECURED PARTY, IN ANY OTHERCOURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS ANDWHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY.

 

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

 

(c)           PLEDGORHEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESSISSUED IN ANY ACTION OR PROCEEDING AND AGREES THAT SERVICE OF SUCH SUMMONS,COMPLAINT, OR OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAILADDRESSED TO PLEDGOR AT ITS ADDRESS FOR NOTICES IN ACCORDANCE WITH THISAGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIEROF PLEDGOR’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITEDSTATES MAILS, PROPER POSTAGE PREPAID.

 

(d)           NOTHINGIN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF SECUREDPARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TOPRECLUDE THE ENFORCEMENT BY SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED INSUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME INANY OTHER APPROPRIATE FORUM OR JURISDICTION.

 

16.           Amendments;etc.

 

Noamendment or waiver of any provision of this Agreement nor consent to anydeparture by Pledgor herefrom shall in any event be effective unless the sameshall be in writing and signed by Secured Party, and then such waiver orconsent shall be effective only in the specific instance and for the specificpurpose for which given. No failure on the part of Secured Party toexercise, and no delay in exercising any right under this Agreement, any

 

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other Credit Document, orotherwise with respect to any of the Secured Obligations, shall operate as awaiver thereof; nor shall any single or partial exercise of any right underthis Agreement, any other Credit Document, or otherwise with respect to any ofthe Secured Obligations preclude any other or further exercise thereof or theexercise of any other right. The remedies provided for in this Agreement orotherwise with respect to any of the Secured Obligations are cumulative and notexclusive of any remedies provided by law.

 

17.           Notices.

 

Unlessotherwise specifically provided herein, all notices shall be in writingaddressed to the respective party as set forth below: and may bepersonally served, faxed, telecopied or sent by overnight courier service orUnited States mail:

 

If toPledgor:

 

StevenB. Rash

c/oPower3 Medical Products, Inc.

3400Research Forest Drive

TheWoodlands, Texas 77381

FaxNo.:  281-466-1481

 

IraGoldknopf

42Brushwood Court

TheWoodlands, TX 77380

 

with acopy to:

 

SichenziaRoss Friedman Ference LLP

1065Avenue of the Americas

NewYork, NY 10018

 

FaxNo.:  212-930-9725

Attn:       DarrinM. Ocasio, Esq.

 

If toSecured Party:

 

JohnFife

303East Wacker Drive

Suite 301

Chicago,Il 60601

 

FaxNo.: 312 819  9701

 

with acopy to:

 

SamuelM. Krieger, Esq.

Kriegerand Prager LLP

39Broadway

NewYork, NY. 10006

 

FaxNo.: 212 363 2999

 

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

 

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18.           ContinuingSecurity Interest.

 

ThisAgreement shall create a continuing security interest in the Collateral andshall: (a) remain in full force and effect until the indefeasible paymentin full of the Secured Obligations, including the cash collateralization,expiration, or cancellation of all Secured Obligations, if any, consisting ofletters of credit, and the full and final termination of any commitment toextend any financial accommodations under the Credit Agreement; (b) bebinding upon Pledgor and its successors and assigns; and (c) inure to thebenefit of Secured Party and its successors, transferees, and assigns. Upon theindefeasible payment in full of the Secured Obligations, including the cashcollateralization, expiration, or cancellation of all Secured Obligations, ifany, consisting of letters of credit, and the full and final termination of anycommitment to extend any financial accommodations under the Credit Agreement,the security interests granted herein shall automatically terminate and allrights to the Collateral shall revert to Pledgor. Upon any such termination,Secured Party will, at Pledgor’s expense, execute and deliver to Pledgor suchdocuments as Pledgor shall reasonably request to evidence such termination.Such documents shall be prepared by Pledgor and shall be in form andsubstance reasonably satisfactory to Secured Party.

 

19.           SecurityInterest Absolute.

 

To themaximum extent permitted by law, all rights of Secured Party, all securityinterests hereunder, and all obligations of Pledgor hereunder, shall beabsolute and unconditional irrespective of:

 

(a)           anylack of validity or enforceability of any of the Secured Obligations or anyother agreement or instrument relating thereto, including any of the CreditDocuments;

 

(b)           anychange 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 orany consent to any departure from any of the Credit Documents, or any otheragreement or instrument relating thereto;

 

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

 

(d)           anyother circumstances that might otherwise constitute a defense available to, ora discharge of, Pledgor.

 

20.           Headings.

 

Section andsubsection headings in this Agreement are included herein for convenienceof reference only and shall not constitute a part of this Agreement or begiven any substantive effect.

 

21.           Severability.

 

Incase any provision in or obligation under this Agreement shall be invalid,illegal or unenforceable in any jurisdiction, the validity, legality andenforceability of the remaining provisions or obligations, or of such provisionor obligation in any other jurisdiction, shall not in any way be affected orimpaired thereby.

 

22.           Counterparts;Telefacsimile Execution.

 

ThisAgreement may be executed in one or more counterparts, each of which shallbe deemed an original and all of which together shall constitute one and thesame Agreement. Delivery of an executed counterpart of this Agreement bytelefacsimile shall be equally as effective as delivery of an original executedcounterpart of this Agreement. Any party delivering an executed counterpart ofthis Agreement by telefacsimile also shall deliver an original executed counterpart ofthis Agreement but the failure to deliver an original executed counterpart shallnot affect the validity, enforceability, or binding effect hereof.

 

23.           Waiverof Marshaling.

 

Eachof Pledgor and Secured Party acknowledges and agrees that in exercising anyrights under or with respect to the Collateral: (a) Secured Party is underno obligation to marshal any Collateral; (b) may, in its absolutediscretion, realize upon the Collateral in any order and in any manner it soelects; and (c) may, in its absolute discretion, apply the proceeds of anyor all of the Collateral to the Secured Obligations in any order and in any

 

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manner it so elects.Pledgor and Secured Party waive any right to require the marshaling of any ofthe Collateral.

 

24.           Waiverof Jury Trial.

 

PLEDGORAND SECURED PARTY HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANYCLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OFTHE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS,BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. PLEDGORAND SECURED PARTY REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND EACHKNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATIONWITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BEFILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

 

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INWITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to beduly executed and delivered by their officers thereunto duly authorized as ofthe date first written above.

 
|   | STEVEN B. RASH   |                  |
|--------|------------------|-----------------------|
|   |             |                  |
|   |             |                  |
|   | By:              | /s/: Steven B.  Rash  | 3/28/06 |   |
|   |             |                  |
|   |             |                  |
|   | Steven B. Rash   |                  |
|   |             |                  |
|   |             |                  |
|   | IRA L. GOLDKNOPF |                  |
|   |             |                  |
|   |             |                  |
|   | By:              | /s/: Ira L  Goldknopf | 3/8/06 |   |
|   |             |                  |
|   |             |                  |
|   | Ira L. Goldknopf |                  |
|   |             |                  |
|   |             |                  |
|   | JOHN FIFE        |                  |
|   |             |                  |
|   | By:              | /s/: John Fife        |   |
|   | Title:           |                  |   |
|        |                  |                       |  |  |  |

 

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Schedule 1

 

Pledged Interests:4,000,000 shares of common stock of Power3 Medical Products, Inc.

 

Name of Issuer: Power3Medical Products, Inc.

 

Jurisdiction ofOrganization: New York

 

Type of Interest: Shareof common stock

 

Number of Shares/Units(if applicable): see above

 

Certificate Number(s) (ifany) 15047, 15028, 15027, 15026, 15025

 

Percentage of OutstandingInterests in Issuer: approximately

 

Date of certificate: October 26,2005 and November 21, 2005

 

Additional Collateral as Setforth in Section 1.

 

Schedule 2

 

PledgorInformation:

 
| For Pledgor That  Is a Registered Organization                            |
|---------------------------------------------------------------------------|
| Jurisdiction of  Organization:                                            |   |   |
|                                                                      |
| Type of  Organization:                                                    |   |   |
|                                                                      |
| Organizational  ID Number (if any):                                       |   |   |
|                                                                      |
| For Pledgor That  Is An Individual: Ira Goldknopf                         |
|                                                                      |
| Address of  Principal Residence: See Notice section                       |
|                                                                      |
| For Pledgor That  Is Neither a Registered Organization nor an Individual: |
|                                                                      |
| Type of  Organization:                                                    |   |   |
|                                                                           |  |  |  |  |

 

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