EMPLOYMENT
AGREEMENT
 
 This Employment Agreement (the “Agreement”) by and between
Power 3 Medical Products, Inc., a New York corporation (the “Company”), and John P.
Ginzler, (the “Officer”)
is executed this 1 day of June, 2009 and shall be effective for all purposes as
of April 29, 2009 (the “Effective
Date”).
 
 RECITALS
 
 WHEREAS, the Officer commenced
employment with the Company on April 29, 2009;
 
 WHEREAS, Company and the Officer desire
to continue the Officer’s employment and enter into the Agreement to reflect the
parties’ mutual understanding and intent, in its entirety.
 
 NOW, THEREFORE, in consideration of the
premises and of the covenants and agreements herein provided, the parties hereto
agree as follows:
 
 1.
              EMPLOYMENT
      TERMS
 
 1.1            Term.  The
Company hereby employs the Officer, and the Officer hereby accepts employment
with the Company, all in accordance with the terms and conditions hereof, for a
term commencing on April 29, 2009 and terminating on December 31,
2012.  However, the Officer shall be considered to be employed by the
Company beyond the Termination Date for purposes of receiving certain benefits
conferred under this Agreement, as described in Paragraph 3.1
hereof.
 
 1.2
              Position and
      Duties.
 
 (a)            The
Company hereby employs the Officer, and the Officer agrees to serve the Company,
as an Officer of the Company pursuant to the terms of this
Agreement.  The Company has by action of its Board of Directors
appointed the Officer to the position of Chief Financial Officer, however it
may, in the sole and unfettered discretion of the Board of Directors, amend the
Officer’s title and/or duties and responsibilities, provided that the Officer
remains an officer of the Company pursuant to the terms of this
Agreement.
 
 (b)            The
Officer shall be responsible for such duties as are commensurate with the office
in which he serves and as may from time to time be assigned to the Officer by
the Company’s Board of Directors.
  
  1.3
              Performance of
      Duties.
 
 (a)            At
all times prior to the Termination Date, the Officer (i) shall devote his full
business time, energies, best efforts, and attention to the business of the
Company, (ii) shall faithfully and diligently perform the duties of his
employment with the Company, (iii) shall do all reasonably in his power to
promote, develop, and extend the business of the Company, and (iv) shall not
enter into the service of, or be employed in any capacity or for any purpose
whatsoever by, any person, firm or corporation other than the Company without
the prior written consent of the Board of Directors of the Company.
 
 (b)            The
Officer shall perform his duties in accordance with all applicable laws, rules,
or regulations that apply to the Company and/or its business, assets (real or
personal), or employees.
 
 2.            COMPENSATION.
 
 2.1           Salary.
 
 (a)           For
so long as Officer is employed by the Company, the Company agrees to pay to the
Officer, and the Officer shall accept from the Company, for all of his services
rendered pursuant to this Agreement, a salary of One Hundred  Twenty
Thousand Dollars ($120,000) per annum, payable semimonthly for the period
beginning May 1, 2009.
 
 (b)           The
Company’s Board of Directors, or compensation committee of the Board of
Directors (the “Compensation
Committee”), shall review the Officer’s salary annually and merit
increases thereon shall be considered and may be approved, in the sole and
unlimited discretion of the Company’s Board of Directors, depending in part on
the profits and cash flow of the Company.  If the Company’s Board of
Directors elects in its discretion to increase the salary of the Officer at any
time or from time to time, the new salary rate shall, without further action by
the Officer or the Company, be deemed substituted for the amount set forth
above.  At such time, this Agreement shall be deemed amended
accordingly (notwithstanding the provisions of Paragraph 7.8 below), and, as so
amended, shall remain in full force and effect.
 
 2.2           Bonuses. The Company,
in the sole and unfettered discretion of its Board of Directors or Compensation
Committee, may from time to time award additional cash bonuses to the Officer
based upon its measure of Officer’s performance.  Such bonuses may be
awarded in a lump sum or may be conditioned upon the future performance or
employment of Officer, in the sole and unfettered discretion of the Board of
Directors of the Company.
 
 2.3           Expenses. Upon
submission of appropriate invoices or vouchers, the Company shall pay or
reimburse the Officer for all reasonable expenses incurred by the Officer in the
performance of his duties hereunder in furtherance of the business of the
Company.
  2
 
 2.4           Benefits.
 
 (a)           The
Company extends to the Officer the right to participate in whatever employee
benefit plans (excluding any employee benefit plan covered separately in this
Agreement) may be in effect from time to time, to the extent the Officer is
eligible under the terms of the plans.  However, no employee benefits
other than those specifically conferred by the terms of this Agreement have been
promised to the Officer in connection with this employment.  The
adoption of one or more employee benefit plans, the terms of the plans, and the
Officer’s participation in the plans, if any, are in the sole discretion of the
Company and may be changed by the Company at any time and from time to
time.
 (b)           COBRA
benefits
 
 (i)           The
Officer has elected to participate in his former company’s COBRA plan for
medical and dental benefits, effective May 1, 2009.
 
 (ii)           For
so long as Officer is employed by the Company, and for so long as the Company
does not extend company-sponsored medical and dental benefits to the employee as
part of an employee benefit plan, the Company agrees to pay to the Officer, and
the Officer shall accept from the Company, a monthly amount consistent with the
Officer’s monthly Cobra premium paid by the Officer to his former employer
beginning May 1, 2009.  The Company understands that the Officer’s
former company may adjust the Officer’s Cobra rates in subsequent years, and the
Company agrees to pay to the Officer, and the Officer shall accept from the
Company, an amount consistent with revised premium amounts.
 
 (iii)           The
Officer agrees that he will reimburse the Company for any tax credits or
subsidies available to him through the COBRA Premium Subsidy in conjunction with
the enactment of The American Recovery and Reinvestment Act of 2009 (the “Stimulus Bill”). The Company
understands and agrees that such credit available through the Stimulus Bill to
the Officer is highly unlikely due to the income limitations established in the
Stimulus Bill, and the Officer did not elect to receive the premium reduction
subsidy due to his projected income levels.
 
 2.5           Stock
Grant.
 
 (a)           To
induce the Officer to accept the position of Chief Financial Officer, and
subject to the terms of this Paragraph 2.5, the Officer is hereby granted
by the Company, effective upon the Effective Date of this Agreement, Twelve
Million (12,000,000) shares of the Company’s common stock (the “Restricted Shares”). The
grant of the Restricted Shares shall be subject to the following terms and
conditions:
 
 (i) The Restricted Shares time vest
in 33.33% increments annually over a three-year total period from the
anniversary of the date of issue of the Restricted Shares.
  3
 
 (ii)           If
the Officer’s employment with the Company shall cease or terminate for just
cause, then the Officer shall forfeit all of such unvested Restricted Stock to
the Company, and the Officer shall have no claim or right, either express or
implied, against the Company for any compensation, payment or benefit in lieu of
the Restricted Stock so forfeited or otherwise.  In addition, unless
and until the Officer’s rights in the foregoing Restricted Stock become
non-forfeitable by virtue of the satisfaction of the foregoing condition, the
Officer shall have no right to, and the Officer hereby agrees that he shall not,
sell, pledge, assign, hypothecate, encumber, give, grant or otherwise transfer
such Restricted Stock or alienate his then-current or expected future rights to
such Restricted Stock, and the certificates representing all of such Restricted
Stock shall prominently bear appropriate legends reflecting these restrictions
and the Company’s stock register shall likewise reflect these restrictions.
Furthermore, until such time as the restricted stock becomes non-forfietable,
the Company retains the right, at the discretion of the Board of Directors, to
use any of such shares as deemed necessary, solely to pledge as collateral to
raise funds for the benefit of the company. In the event that such shares become
forfeit of a pledge, the company may at the discretion of the board of directors
issue replacement shares to the employee under the restrictions of this
agreement. During the course of the pledge, the voting rights of the pledged
shares remain with the employee.
 
 (iii)           Upon
issuance of the Restricted Stock, except for the restrictions set forth in this
Paragraph 2.5, the Officer shall have all rights of a shareholder of the
Company with respect to such Restricted Stock including the right to vote such
Restricted Stock and to receive all dividends and other distributions paid with
respect to such Restricted Stock; provided, however, dividends, if any, paid or
distributed on the Restricted Stock shall not be paid by the Company to the
Officer unless and until such time as the Restricted Stock becomes
nonforfeitable.
 
 (iv)           In
the event of a Change in Control (as herein defined), the Company will waive in
whole any and all remaining restrictions on the Restricted Stock.  For
purposes hereof, a Change of Control shall mean, and shall be deemed to have
occurred:
 
 (A)           if
any person, other than any benefit plan of the Company or Ira L. Goldknopf, as
holder of the Series B Preferred Stock, directly or indirectly, becomes the
beneficial owner (as defined in Section 13(d) of the Securities Exchange
Act of 1934, as amended) of securities representing 51% or more of the combined
voting power of the Company’s then-outstanding securities, but excluding any
such acquisition pursuant to a merger, consolidation or similar business
combination involving the Company; or
  4
  (B)           upon
the consummation of a merger, consolidation, or similar business combination
involving the Company, other than any such transaction which results in at least
75% of the total voting power represented by the voting securities of the
surviving entity (or the parent entity thereof) outstanding immediately after
such transaction being beneficially owned by at least 75% of the holders of the
outstanding voting securities of the Company immediately prior to the
transaction with the voting power of each such continuing holder relative to
other such continuing holders not being substantially altered in the
transaction; or
 
 (C)           upon
the Board of Directors or the shareholders of the Company approving a plan of
complete or substantially complete liquidation of the Company; or
 
 (D)           upon
the consummation of the sale, lease, or disposition by the Company of 50% or
more of the total assets of the Company in one or a series of related
transactions (provided that a license, sublicense or similar transaction
involving the Company’s intellectual property rights shall not be considered as
a Change of Control); or
 
 (E)           upon
the individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) ceasing for
any reason to constitute at least a majority of the members of the Board,
provided that any person becoming a director after the Effective Date whose
election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least two-thirds of the directors then comprising the Incumbent
Board (other than any individual whose initial assumption of office occurs as a
result of either (a) an actual or threatened election contest or
(b) an actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board.
 
 (v)           The
Restricted Shares shall have demand registration rights or piggyback
registration rights (neither of which, however, shall be effective unless and
until the Officer’s rights to such shares have ceased to be subject to the risks
of forfeiture as provided herein).
 
 (vi)           The
Officer agrees to pay in a timely manner deemed suitable by the Company, and to
indemnify and hold harmless the Company from, any and all taxes (including all
penalties and interest, if any, thereon), resulting from the grant and/or
transfer of the above-referenced Restricted Stock for which ultimate
responsibility is assigned to or asserted against the Officer under applicable
law.  For purposes of this provision, all withholding obligations of
the Company in respect of the aforementioned taxes (including any and all taxes,
penalties and interest imposed on or asserted against the Company for failure to
properly withhold and remit any such amounts in a timely manner) shall be
considered the responsibility of the Officer and, accordingly, the Officer
agrees to pay in a timely manner deemed suitable by the Company, and to
indemnify and hold harmless the Company from, any and all of such
obligations.
  5
  (b)            To
induce the Officer to accept the position of Chief Financial Officer, and
subject to the terms of this Paragraph 2.5, the Officer is hereby granted
by the Company, effective upon the Effective Date of this Agreement, a warrant
to purchase an additional Ten Million (10,000,000) shares of Common Stock (the
“Warrant”) at $0.02 per
share three years after the date of this Warrant.
 
 2.6           Vacation; Sick Leave.
The Company’s vacation and sick leave policy has been established by the Company
and may be changed by the Company at any time and from time to
time.  Said policy is published in separate data files accessible to
the Officer.  The Officer will not be entitled to receive payment for
any unused sick leave either during employment or upon termination of
employment.
 
 2.7           Withholding. The
Company may withhold from any amounts payable under this Agreement any and all
federal, state, city, or other taxes or other amounts required to be withheld by
any applicable law.
 
 3.            TERMINATION.
 
 3.1           Termination Upon 30 Days
Notice.
 
 (a)           Either
party may terminate the Officer’s employment under this Agreement for any reason
whatsoever, either with or without cause, upon giving the other party no less
than thirty (30) days prior written notice of such termination ( the “Notice Date”).  The
effective date of a termination pursuant to this Paragraph 3.1 shall be such
termination date as stated on the notice, provided that the termination date can
be no earlier than the 31st day
following the day the notice becomes effective pursuant to Paragraph 5.4 below
(the “Termination
Date”).
 
 (b)           Until
the expiration of the contract on May 17, 2009 (“Transition Period”), unless
terminated for “Cause” as defined in Paragraph 3.4 or if the Officer
resigns from his position or duties, the Officer will continue to be considered
as an employee of the Company only for the purpose of receiving the compensation
and benefits awarded in Paragraphs 2.1, 2.2, and 2.4
hereof.  More specifically, for the duration of Transition Period the
Officer (i) shall continue to receive his salary at the rate in effect as of the
Notice Date, (ii) shall continue to be considered an employee of the Company for
purposes of determining eligibility to receive any contingent or deferred
bonuses awarded to the Officer prior to the Termination Date, (iii) shall
continue to be considered an officer of the Company for purposes of vesting in
any stock options granted to Officer (but not for purposes of the forfeiture
restrictions applicable to the Restricted Stock as set forth in
Paragraph 2.5), and (iv) shall, to the extent allowed by such plan, remain
eligible to participate in any benefit plan of the Company in which the Officer
participates as of the Notice Date.
 
 (c)           Notwithstanding
any provision herein to the contrary, however, the Officer will not be entitled
to act as, or represent himself to be, an officer or employee of the Company
following the Termination date and will not be entitled to receive or
participate in any bonus, incentive, or benefit program, involving stock or
otherwise, that is established following the Termination Date.
  6
 
 3.2           Termination by Mutual
Consent. The Officer and the Company may at any time terminate the
employment of the Officer under this Agreement by mutual consent in writing upon
the terms and conditions stated in such writing.
 
 3.3           Termination Upon
Death. If the Officer dies, his employment shall immediately terminate
automatically as of the date of his death.  In such event, the Officer
shall be treated as if he had terminated his employment with the Company under
the terms of Paragraph 3.1 above, with the date of his death serving as
both the Notice Date and the Termination Date.
 
 3.4           Termination for
Cause. This Agreement may be terminated for Cause by either party for the
following reasons, only:
 
 
 3.4.a.1Commission of a
criminal offense by either party in the course of performance of the Agreement
shall entitle the other to effect immediate termination upon giving written
notice;
 
 3.4.a.2If either party
becomes insolvent or makes a general assignment for the benefit of creditors or
if petition in bankruptcy is filed against the defaulting party and is not
discharged or disputed within five (5) working days of such filing or of the
agent is adjudicated bankrupt or insolvent;
 
 3.4.a.3The election of one
party (the “aggrieved
party”) to terminate this Agreement upon (1) the actual breach or actual
default by the other party in the reasonable performance of the defaulting
party’s obligations and duties under this Agreement and (2) the failure of the
defaulting party to cure the same within fifteen (15) days (the “cure period”)
after receipt by the defaulting party of a good faith written notice from the
aggrieved party specifying such breach or default and (3) provided that the
defaulting party has not cured the default and the aggrieved party may then give
written notice to defaulting party of his or its election to terminate ten (10)
days after expiration of the cure period.
 
 3.5           Transition.  Officer
shall make a good faith effort to aid in the transition of management
necessitated by the termination of his employment pursuant to this
Agreement.  To the extent feasible and/or practical, Officer shall
devote the time and energy necessary to effect said goal of a smooth transition
for the successor chief scientific officer.  The salary payable to
Officer by the Company pursuant to Paragraph 2.1(a) of this contract shall
continue to be paid to Officer during such transition period.
  7
 
 4.           PROPRIETARY INFORMATION AND
ITEMS.
 
 4.1           Acknowledgments. The
Officer acknowledges that (a) the Officer has or will be afforded access to
Proprietary Information of the Company or its affiliates; (b) public disclosure
of such Proprietary Information could have an adverse effect on the Company and
its affiliates; and (c) the provisions of this Section 4 are reasonable and
necessary to prevent the improper use or disclosure of such Proprietary
Information.
 
 4.2           Non-Disclosure and Non-Use
of Proprietary Information. During the Officer’s employment by the
Company and for a period of five (5) years thereafter, the Officer covenants and
agrees that the Officer (a) shall not disclose to others or use for the benefit
of himself or others, any of the Company’s Proprietary Information, except that
the Officer may disclose such information (i) in the course of and in
furtherance of the Officer’s employment with the Company to the extent necessary
for the benefit of the Company, (ii) with the prior specific written consent of
the Board of Directors of the Company, or (iii) to the extent required by law;
and (b) shall take all measures reasonably necessary to preserve the
confidentiality of all Proprietary Information of the Company known to the
Officer, shall cooperate fully with the Company’s or its affiliates’ enforcement
of measures intended to preserve the confidentiality of all Proprietary
Information, and shall notify the Board of Directors immediately upon receiving
any request for, or making any disclosure of, any Proprietary Information from
or to any person other than an officer or employee of the Company or of one of
its affiliates who has a need to know such information.
 
 4.3           Proprietary
Information.  For purposes of this Agreement,  “Proprietary Information”
means trade secrets, secret or confidential information or knowledge pertaining
to, or any other nonpublic information pertaining to the business or affairs of
the Company or any of its affiliates, including without limitation, medical
imaging software programs (including source code and object code) and design
documentation; identities, addresses, backgrounds, or other information
regarding licensors, suppliers, customers, sublicensees, potential customers and
sublicensees, employees, contractors, or sources of referral; marketing plans or
strategies, business or personnel acquisition plans; pending or contemplated
projects, ventures, or proposals; financial information (including historical
financial statements; financial, capital, or operating budgets, plans or
projections; historical or projected sales, royalties and license fees, and the
amounts of compensation paid to employees and contractors); trade secrets,
know-how, technical processes, or research projects; and notes, analysis,
compilations, studies, summaries, and other material prepared by or for the
Company containing or based, in whole or in part, on any information included in
the foregoing, except information that is generally known in the industry (other
than as a result of a disclosure by the Officer).
  8
  4.4           Proprietary Items.
Upon termination or expiration of the Officer’s employment by the Company for
any reason or by either party, or upon the request of the Company during such
tenure, the Officer will immediately return to the Company all Proprietary Items
in the Officer’s possession or subject to the Officer’s control, and the Officer
shall not retain any copies, abstracts, sketches, or other physical embodiment
of any Proprietary Items.  For purposes of this Agreement, “Proprietary
Items” means all
documents and tangible items (including all customer lists, memoranda, books,
papers, records, notebooks, plans, models, components, devices, or computer
software or code, whether embodied in a disk or in any other form) provided to
the Officer by the Company, created by the Officer, or otherwise coming into the
Officer’s possession for use in connection with is engagement with the Company
or otherwise containing Proprietary Information (whether provided or created
during the term of this agreement or prior thereto).
 
 4.5           Ownership Rights. The
Officer recognizes that, as between the Company and the Officer, all of the
Proprietary Information and all of the Proprietary Items, whether or not
developed by the Officer, are the exclusive property of the
Company.  The Officer agrees that all intellectual property of every
kind, including without limitation copyright, patent, trademarks, trade secrets,
and similar rights, created or developed or realized in connection with the
Officer’s performance of any duties or functions as an Officer of the Company
(collectively, the “Intellectual Property”) shall
be the exclusive property of the Company and shall constitute Proprietary
Information.  The Officer hereby assigns unto the Company all rights,
title, and interest that the Officer may have to such Intellectual Property and
each and every derivative work thereof, and agrees to execute, acknowledge, and
deliver to the Company as assignment to the Company of any right, title, or
interest of the Officer in any and all such Intellectual Property, in such form
as may be reasonably requested by the Company.
 
 4.6           Disputes of
Controversies. The Officer recognizes that, should a dispute or
controversy arising from or relating to this portion of the Agreement (Section
4) be submitted for adjudication to any court, arbitration panel, or other third
party, the preservation of the secrecy of Proprietary Information may be
jeopardized.  The Officer agrees that he will use best efforts to
ensure that all pleadings, documents, testimony, and records relating to any
such adjudication will be maintained in secrecy.
 
 5.           NON-INTERFERENCE; COMPLIANCE
WITH LAW; COOPERATION
 
 5.1           Non-Interference.
During the Officer’s employment with the Company and for a period of five (5)
years following termination or expiration of such tenure, the Officer covenants
and agrees that the Officer shall not, directly or indirectly, for the benefit
of the Officer or another (a) persuade or attempt to persuade any employee,
independent contractor, consultant, agent, supplier, licensor, or distributor of
the Company or of any affiliate of the Company to discontinue such person’s
relationship with the Company or the affiliate; (b) hire away or solicit to hire
away from the Company or from any of its affiliates any employee; (c) otherwise
engage or seek to engage any employee or independent contractor of the Company
or of any of its affiliates in a business relationship that would or might
conflict with such employee’s or independent contractor’s obligations to the
Company or affiliate; (d) interfere with the Company’s or any of its affiliates’
relationship with any governmental or business entity, including payor,
supplier, licensor, lender, or contractor of the Company or the affiliate; or
(e) disparage the Company or any of its affiliates or any of the shareholders,
directors, officers, employees, or agents of any of them.
  9
 
 5.2           Cooperation. During
the Officer’s Employment with the Company and for a period of five (5) years
following the termination or expiration of such tenure, the Officer agrees to
cooperate with the Company and its affiliates in connection with any litigation
or investigation involving the Company or any of its affiliates or any of the
shareholders, directors, officers, employees, or agents of any of them and shall
furnish such information and assistance as may be lawfully requested by the
Company.
 
 6.
              NON-COMPETITION
 
 During the Officer’s employment by the
Company and for a period of two (2) years following the termination or
expiration of such tenure, the officer covenants and agrees to refrain from
carrying on or engaging in a business similar to that of the Company, and from
soliciting customers of the Company, within the North America, so long as the
Company carries on a like business therein.  It is further stipulated
that as forbearance for this contract term, Company has provided Officer with
separate and distinct consideration consisting of 25,000 shares of common
stock.  Such shares are included in the Common Shares described in
Paragraph 2.5 and shall be subject to the restrictions set forth
therein.
 
 Each word
of the foregoing provision is severable.
 
 7.
              GENERAL
      PROVISIONS
 
 7.1           Indemnification. The
Company hereby agrees to indemnify and hold harmless the Officer from and
against any and all losses, claims, damages, expenses and/or liabilities which
may incur arising out of the normal course of business in carrying out the
duties and responsibilities associated with the position of Chief Scientific
Officer arising from the Officer’s reliance upon and approved use of
information, reports and data furnished by and representations made by the
Company, with respect to itself, where the Officer in turn distributes and
conveys such information, reports and data to the public in the normal course of
representing the Company.  Such indemnification shall include, but not
be limited to, expenses (including all attorney’s fees), judgments, and amounts
paid in settlement actually and reasonably incurred by Officer in connection
with an action, suit or proceeding brought against the Company or
Officer.
 
 7.2           Injunctive Relief.
The Officer acknowledges that the injury that would be suffered by the Company
as a result of a breach of the provisions of this Agreement would be largely
irreparable and that an award of monetary damages to the Company for such a
breach would be an inadequate remedy.  The Company will have the
right, in addition to any other rights it may have (including the right to
damages that the Company may suffer), to obtain injunctive relief to restrain
any breach or threatened breach or otherwise to specifically enforce any
provision of this Agreement, and the Company will not be obligated to post bond
or other security in seeking such relief.  The Officer agrees to
request neither bond nor security in connection with any such
injunction.  The Officer agrees that if he breaches this Agreement,
the Officer shall be liable for any attorney’s fees and costs incurred by the
Company in enforcing its rights under this Agreement.
  10
 
 7.3           Essential, Independent, and
Surviving Covenants.
 
 (a)           The
parties agree that the covenants by the Officer in Sections 4, 5, and 6 are
essential elements of this Agreement, and without the Officer’s agreement to
comply with such covenants, the Company would not have entered into this
Agreement.
 
 (b)           The
Officer’s covenants in Sections 4, 5, and 6 are independent covenants and the
existence of any claim by the officer against the Company under this Agreement
or otherwise will not excuse the Officer’s breach of any covenant in Section 4,
5, or 6.
 
 (c)           After
the Officer’s employment by the Company is terminated, this Agreement will
continue in full force and effect as is necessary or appropriate to enforce the
covenants and agreements of the Officer in Sections 4, 5, and 6.
 
 7.4           Binding Effect; Benefits;
Assignment. This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto and their respective successors, assigns,
heirs, and legal representatives.  Insofar as the Officer is
concerned, this contract, being personal, cannot be assigned other than by will
or the laws of descent and distribution.
 
 7.5           Notices. All notices
and other communications which are required or permitted hereunder shall be in
writing and shall be sufficient if mailed by certified mail, postage prepaid,
and shall be effective three days after such mailing or upon delivery, whichever
is earlier, to the following addresses or such other address as the appropriate
party may advise each other party hereto:
 
 If to the Officer:
 
 John P. Ginzler
 P.O. Box 9485
 The Woodlands, TX 77387
 
 If to the Company:
 Power 3 Medical Products,
Inc.
 3400 Research Forest
Drive
 The Woodlands,
TX  77381
 
 7.6           Entire Agreement.
This Agreement contains the entire agreement between the parties hereto and
supersedes all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof including, without
limitation, the Original Agreement.
  11
 
 7.7           No Third-Party
Beneficiaries. This Agreement shall not confer any rights or remedies
upon any person other than the Company, the Officer, and their respective
successors and permitted assigns, other than as expressly set forth in this
Agreement.
 
 7.8           Amendments and
Waivers. Except as set forth in Paragraph 2.1(b) above, this Agreement
may not be modified or amended except by an instrument or instruments in writing
signed by the party against whom enforcement of any such modification or
amendment sought.  Either party hereto may, by an instrument in
writing, waive compliance by the other party with any term or provision of this
Agreement on the part of such other party hereto to be performed or complied
with.  The waiver by any party hereto of a breach of any term or
provision of this Agreement shall not be construed as a waiver of any subsequent
breach.  No delay or failure by either party in exercising any right
under this Agreement, and no partial or single exercise of that right, shall
constitute a waiver of that or any other right.
 
 7.9           Headings. The
paragraph headings contained in this Agreement are for reference purposes only
and shall not be deemed to be a part of this Agreement or to control or affect
the meaning or construction of any provision of this Agreement.
 
 7.10           Construction. The
language used in this Agreement will be deemed to be the language chosen by the
Company and the Officer to express their mutual intent, and no rule of strict
construction shall be applied against either party.
 
 7.11           Counterparts. This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.
 
 7.12           Severability. If any
term or provision of this Agreement is held or deemed to be invalid or
unenforceable, in whole or in part, by a court of competent jurisdiction, this
Agreement shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement.
 
 7.13           Expenses and Attorney’s
Fees. In the event that a dispute arises under this Agreement that
results in litigation or arbitration, the prevailing party, as determined by the
decision of a court or forum of competent and final jurisdiction, shall be
entitled to court costs and reasonable attorney’s fees.  A court or
forum of “final” jurisdiction shall mean a court of forum from which no appeal
may be taken or from whose decree, decision, judgment, or order no appeal is
taken or prosecuted.
 
 7.14           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Texas, without regard to the conflict of laws principles
thereof.
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 7.15           Agreement
Preparation. The Officer acknowledges that this Agreement has been
prepared by counsel for the Company, and the Officer has not relied on any
representation made by the Company’s attorneys.  The Officer has
engaged an attorney of his choice to review this agreement on his
behalf.  By signing this employment agreement, officer is hereby
certifying that officer (a) received a copy of this agreement for review and
study before executing it; (b) read this agreement carefully before signing it;
(c) had sufficient opportunity before signing the agreement to ask any questions
officer had about the agreement and received satisfactory answers to all such
questions; and (d) understands officer’s rights and obligations under the
agreement.
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  IN WITNESS WHEREOF, the parties hereto
have duly executed this Employment Agreement as of the date first written above
but to be effective as of the Effective Date.
 
 OFFICER:/s/ John P. GinzlerJohn
      P. GinzlerCOMPANY:Power
      3 Medical Products, Inc.By:
                /s/ Helen R. ParkHelen
      R. ParkInterim
      Chief Executive Officer
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