**NEITHER
      THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON THE EXERCISE
      HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
      “** ***SECURITIES
      ACT*** **”),
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED,
      OR
      OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
      IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THIS WARRANT
      OR SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO
      THE
      COMPANY, THAT THIS WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED,
      SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED
      WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      APPLICABLE STATE SECURITIES LAWS.**





**THE
      TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED
      HEREIN.**








**POWER3
      MEDICAL PRODUCTS, INC.**





**Warrants
      for the Purchase**


**of**


**Shares
      of Common Stock**


**No.
                W-200603**
            **October
                27, 2006**





**THESE
      OPTIONS ARE ISSUED PURSUANT TO THE PROMISSORY NOTE DATED OCTOBER 27, 2006 AND
      HAVE AN EFFECTIVE DATE OF OCTOBER 27, 2006.**





**THIS
      CERTIFIES** that,
      for value received, **STEVEN SCOTT** (together
      with all permitted assigns, the “ *Holder* ”)
      is
      entitled to subscribe for, and purchase from, **POWER3
      MEDICAL PRODUCTS, INC.,** a
      New
      York corporation (the “ *Company* ”),
      up to
      Four hundred sixteen thousand six hundred sixty-six (416,666) shares of the
      Company’s common stock upon the terms and conditions set forth herein, at any
      time or from time to time during the period commencing on the date hereof (the
      “ *Initial
      Exercise Date* ”)
      and
      terminating at 5:00 p.m., Houston, Texas local time, on the third anniversary
      of
      the Initial Exercise Date (the “ *Exercise
      Period* ”).
      This
      Warrant is exercisable at an exercise price per share equal to $0.08 per share
      (the “ *Exercise
      Price* ”)
      provided, however, that upon the occurrence of any of the events specified
      in
      Section 5 hereof, the rights granted by this Warrant, including the number
      of
      shares of Common Stock to be received upon such exercise, shall be adjusted
      as
      therein specified.





This
      Warrant, together with the warrants issuable upon the transfer hereof, are
      hereinafter referred to as the “ *Warrants* ”.
      Each
      share of Common Stock issuable upon the exercise hereof or thereof shall be
      hereinafter referred to as a “ *Warrant
      Share* ”.








This
      Warrant has been issued in accordance with the agreement, dated October 27,
      2006
      between the Holder and the Company.





**Section
      1**  **Exercise
      of Warrant** **.**





(a)  This
      Warrant may be exercised during the Exercise Period, either in whole or in
      part,
      by the surrender of this Warrant (accompanied by the election form, attached
      hereto, duly executed) to the Company at its office at 3400 Research Forest
      Drive, The Woodlands, Texas 77381, or at such other place as is designated
      in
      writing by the Company, together with a certified or bank cashier’s check
      payable to the order of the Company in an amount equal to the product of the
      Exercise Price and the number of Warrant Shares for which this Warrant is being
      exercised.





(b)  Notwithstanding
      anything to the contrary  in
      this
      Warrant, in addition to the other methods of payment set forth in Section 1(a) and
      in
      lieu of any cash payments required pursuant thereto, if the Current Market
      Price
      (as defined below) per share of Common Stock exceeds the Exercise Price per
      Warrant Share, the Holder shall have the right to exercise
      this Warrant  in
      full
      or in part, by surrendering this Warrant in
      the
      manner specified in Section 1  (a) ,
      in
      exchange for the number of shares of Common Stock equal to the quotient derived
      by (i) subtracting (A) the
      product of (1) the
      number of Warrant Shares as
      to
      which this Warrant is then being exercised and (2) the
      Current Market Price per share of Common Stock, from (B) the
      product of (1) the
      number of Warrant Shares as
      to
      which this Warrant is then being exercised and (2) the
      aggregate Exercise Price of all shares of Common Stock as
      to
      which this Warrant is then being exercised ,
      and (ii) dividing
      such remainder by the Current Market Price per share of Common Stock. For
      purposes of this Section 1(b), the term “Current Market Price” shall
      mean,
      on any
      date specified herein for the determination thereof, the closing sale price
      per share
      of
      Common Stock (or other equity
      security, as appropriate)  on
      such
      date     on the
      principal securities market on which the Common Stock shall, on such date,
      trade, or, in the event that such closing sale price shall be unavailable on
      such date, the average of the closing high bid and low asked prices per share
      of
      Common Stock (or other equity security, as appropriate) on such date on the
      principal securities market on which the Common Stock shall, on such date,
      trade, or, in the event that both the closing sale price and such bid and asked
      prices are unavailable, the fair market value per share of Common Stock
      determined in good faith by the Board of Directors of the Company, absent
      manifest error.





**Section
      2**  **Rights
      Upon Exercise; Delivery of Securities** **.**





Upon
      each
      exercise of the Holder’s rights to purchase Warrant Shares, the Holder shall be
      deemed to be the holder of record of the Warrant Shares, notwithstanding that
      the transfer books of the Company shall then be closed or certificates
      representing the Warrant Shares with respect to which this Warrant was exercised
      shall not then have been actually delivered to the Holder. As soon as
      practicable after each such exercise of this Warrant, the Company shall issue
      and deliver to the Holder a certificate or certificates representing the Warrant
      Shares issuable upon such exercise, registered in the name of the Holder or
      its
      designee. If this Warrant should be exercised in part only, the Company shall,
      upon surrender of this Warrant for cancellation, execute and deliver a Warrant
      evidencing the right of the Holder to purchase the balance of the aggregate
      number of Warrant Shares purchasable hereunder as to which this Warrant has
      not
      been exercised or assigned.








**Section
      3**  **Registration
      of Transfer and Exchange** **.**





Any
      Warrants issued upon the transfer or exercise in part of this Warrant shall
      be
      numbered and shall be registered in a warrant register (the “ *Warrant
      Register* ”)
      as
      they are issued. The Company shall be entitled to treat the registered holder
      of
      any Warrant on the Warrant Register as the owner in fact thereof for all
      purposes, and shall not be bound to recognize any equitable or other claim
      to,
      or interest in, such Warrant on the part of any other person, and shall not
      be
      liable for any registration or transfer of Warrants which are registered or
      to
      be registered in the name of a fiduciary or the nominee of a fiduciary unless
      made with the actual knowledge that a fiduciary or nominee is committing a
      breach of trust in requesting such registration of transfer, or with the
      knowledge of such facts that its participation therein amounts to bad faith.
      This Warrant shall be transferable on the books of the Company only upon
      delivery thereof duly endorsed by the Holder or by his duly authorized attorney
      or representative, or accompanied by proper evidence of succession, assignment,
      or authority to transfer. In all cases of transfer by an attorney, executor,
      administrator, guardian, or other legal representative, duly authenticated
      evidence of his, her, or its authority shall be produced. Upon any registration
      of transfer, the Company shall deliver a new Warrant or Warrants to the person
      entitled thereto. This Warrant may be exchanged, at the option of the Holder
      thereof, for another Warrant, or other Warrants of different denominations,
      of
      like tenor and representing in the aggregate the right to purchase a like number
      of Warrant Shares (or portions thereof), upon surrender to the Company or its
      duly authorized agent. Notwithstanding the foregoing, neither this Warrant
      nor
      the Warrant Shares issued or issuable upon exercise of this Warrant may be
      sold,
      transferred, assigned, hypothecated or otherwise disposed of without the Holder
      first providing the Company with an opinion of counsel reasonably satisfactory
      to the Company that such sale, transfer, assignment, hypothecation or other
      disposal will be exempt from the registration and prospectus delivery
      requirements of applicable federal and state securities laws and regulations.





**Section
      4**  **Reservation
      of Shares** **.**





The
      Company shall at all times reserve and keep available out of its authorized
      and
      unissued Common Stock, solely for the purpose of providing for the exercise
      of
      the Warrants, such number of shares of Common Stock as shall, from time to
      time,
      be sufficient therefor. The Company represents that all shares of Common Stock
      issuable upon exercise of this Warrant are duly authorized and, upon receipt
      by
      the Company of the full payment for such Warrant Shares, will be validly issued,
      fully paid, and nonassessable, without any personal liability attaching to
      the
      ownership thereof and will not be issued in violation of any preemptive or
      similar rights of stockholders.








**Section
      5**  **Antidilution** **.**





(a)  If,
      while
      this Warrant is outstanding, the Company effects a subdivision of the
      outstanding Common Stock, the Exercise Price then in effect shall be
      proportionately decreased and the number of Warrant Shares issuable upon
      exercise of this Warrant shall be increased in proportion to such increase
      of
      outstanding Common Stock, and conversely, if, while this Warrant is outstanding,
      the Company combines the outstanding Common Stock, the Exercise Price then
      in
      effect shall be proportionately increased and the number of Warrant Shares
      issuable upon exercise of this Warrant shall be decreased in proportion to
      such
      decrease in outstanding Common Stock. Any adjustment under this Section 5(a)
      shall become effective as of the record date for such event and if such
      subdivision or combination is not consummated in full the Exercise Price and
      the
      number of Warrant Shares shall be readjusted accordingly. For purposes of this
      Section 5(a), a stock dividend shall be considered a stock split.





(b)  All
      calculations under this Section 5 shall be made to the nearest cent or to the
      nearest one-hundredth of a share, as the case may be.




(c)  In
      any
      case in which this Section 5 shall require that an adjustment in the number
      of
      Warrant Shares be made effective as of a record date for a specified event,
      the
      Company may elect to defer, until the occurrence of such event, issuing to
      the
      Holder, if the Holder exercised this Warrant after such record date, the Warrant
      Shares, if any, issuable upon such exercise over and above the number of Warrant
      Shares issuable upon such exercise on the basis of the number of shares of
      Common Stock in effect prior to such adjustment; provided, however, that the
      Company shall deliver to the Holder a due bill or other appropriate instrument
      evidencing the Holder's right to receive such additional shares of Common Stock
      upon the occurrence of the event requiring such adjustment.





(d)  Whenever
      there shall be an adjustment as provided in this Section 5, the Company shall
      within 15 days thereafter cause written notice thereof to be sent by registered
      mail, postage prepaid, to the Holder, at its address as it shall appear in
      the
      Warrant Register, which notice shall be accompanied by an officer's certificate
      setting forth the number of Warrant Shares issuable and the Exercise Price
      thereof after such adjustment and setting forth a brief statement of the facts
      requiring such adjustment and the computation thereof, which officer's
      certificate shall be conclusive evidence of the correctness of any such
      adjustment absent manifest error.





(e)  The
      Company shall not be required to issue fractions of shares of Common Stock
      or
      other capital stock of the Company upon the exercise of this Warrant. If any
      fraction of a share of Common Stock would be issuable on the exercise of this
      Warrant (or specified portions thereof), the Company shall pay lieu of such
      fraction an amount in cash equal to the same fraction of the current market
      price on the date of exercise of this Warrant.








(f)  No
      adjustment in the Exercise Price per Warrant Share shall be required if such
      adjustment is less than $.01; provided, however, that any adjustments which
      by
      reason of this Section 5 are not required to be made shall be carried forward
      and taken into account in any subsequent adjustment.





**Section
      6**  **Reclassification;
      Reorganization; Merger** **.**





(a)  In
      case
      of any capital reorganization, other than in the cases referred to in Section
      5(a) hereof, or the consolidation or merger of the Company with or into another
      corporation (other than a merger or consolidation in which the Company is the
      continuing corporation and which does not result in any reclassification of
      the
      outstanding shares of Common Stock or the conversion of such outstanding shares
      of Common Stock into shares of other stock or other securities or property),
      or
      in the case of any sale, lease, or conveyance to another corporation of the
      property and assets of any nature of the Company as an entirety or substantially
      as an entirety (such actions being hereinafter collectively referred to as
      “ *Reorganizations* ”),
      there
      shall thereafter be deliverable upon exercise of this Warrant (in lieu of the
      number of Warrant Shares theretofore deliverable) the number of shares of stock
      or other securities or property to which a holder of the respective number
      of
      Warrant Shares which would otherwise have been deliverable upon the exercise
      of
      this Warrant would have been entitled upon such Reorganization if this Warrant
      had been exercised in full immediately prior to such Reorganization. In case
      of
      any Reorganization, appropriate adjustment, as determined in good faith by
      the
      Board of Directors of the Company, shall be made in the application of the
      provisions herein set forth with respect to the rights and interests of the
      Holder so that the provisions set forth herein shall thereafter be applicable,
      as nearly as possible, in relation to any shares or other property thereafter
      deliverable upon exercise of this Warrant. Any such adjustment shall be made
      by,
      and set forth in, a supplemental agreement between the Company, or any successor
      thereto, and the Holder, with respect to this Warrant, and shall for all
      purposes hereof conclusively be deemed to be an appropriate adjustment. In
      the
      event of sale, lease, or conveyance or other transfer of all or substantially
      all of the assets of the Company as part of a plan for liquidation of the
      Company, all rights to exercise this Warrant shall terminate 30 days after
      the
      Company gives written notice to the Holder that such sale or conveyance or
      other
      transfer has been consummated.





(b)  In
      case
      of any reclassification or change of the shares of Common Stock issuable upon
      exercise of this Warrant (other than a change in par value or from a specified
      par value to no par value, or as a result of a subdivision or combination,
      but
      including any change in the shares into two or more classes or series of
      shares), or in case of any consolidation or merger of another corporation into
      the Company in which the Company is the continuing corporation and in which
      there is a reclassification or change (including a change to the right to
      receive cash or other property) of the shares of Common Stock (other than a
      change in par value, or from no par value to a specified par value, or as a
      result of a subdivision or combination, but including any change in the shares
      into two or more classes or series of shares), the Holder or holders of this
      Warrant shall have the right thereafter to receive upon exercise of this Warrant
      solely the kind and amount of shares of stock and other securities, property,
      cash, or any combination thereof receivable upon such reclassification, change,
      consolidation, or merger by a holder of the number of Warrant Shares for which
      this Warrant might have been exercised immediately prior to such
      reclassification, change, consolidation, or merger. Thereafter, appropriate
      provision shall be made for adjustments which shall be as nearly equivalent
      as
      practicable to the adjustments in Section 5.








(c)  The
      above
      provisions of this Section 6 shall similarly apply to successive
      reclassifications and changes of shares of Common Stock and to successive
      consolidations, mergers, sales, leases, or conveyances.





**Section
      7**  **Notice
      of Certain Events** **.**





In
      case
      at any time the Company shall propose:





(a)  to
      pay
      any dividend or make any distribution on shares of Common Stock in shares of
      Common Stock or make any other distribution (other than regularly scheduled
      cash
      dividends which are not in a greater amount per share than the most recent
      such
      cash dividend) to all holders of Common Stock; or





(b)  to
      issue
      any rights, warrants, or other securities to all holders of Common Stock
      entitling them to purchase any additional shares of Common Stock or any other
      rights, warrants, or other securities; or





(c)  to
      effect
      any reclassification or change of outstanding shares of Common Stock or any
      consolidation, merger, sale, lease, or conveyance of property, as described
      in
      Section 6; or





(d)  to
      effect
      any liquidation, dissolution, or winding-up of the Company; or





(e)  to
      take
      any other action which would cause an adjustment to the Exercise Price per
      Warrant Share;





then,
      and
      in any one or more of such cases, the Company shall give written notice thereof
      by registered mail, postage prepaid, to the Holder at the Holder’s address as it
      shall appear in the Warrant Register, mailed at least 10 days prior to: (i)
      the
      date as of which the holders of record of shares of Common Stock to be entitled
      to receive any such dividend, distribution, rights, warrants, or other
      securities are to be determined; (ii) the date on which any such
      reclassification, change of outstanding shares of Common Stock, consolidation,
      merger, sale, lease, conveyance of property, liquidation, dissolution, or
      winding-up is expected to become effective and the date as of which it is
      expected that holders of record of shares of Common Stock shall be entitled
      to
      exchange their shares for securities or other property, if any, deliverable
      upon
      such reclassification, change of outstanding shares, consolidation, merger,
      sale, lease, conveyance of property, liquidation, dissolution, or winding-up;
      or
      (iii) the date of such action which would require an adjustment to the Exercise
      Price per Warrant Share.








**Section
      8**  **Charges
      and Taxes** **.**





The
      issuance of any shares or other securities upon the exercise of this Warrant
      and
      the delivery of cer-tificates or other instruments representing such shares
      or
      other securities shall be made without charge to the Holder for any tax or
      other
      charge in respect of such issuance. The Company shall not, however, be required
      to pay any tax which may be payable in respect of any transfer involved in
      the
      issue and delivery of any certificate in a name other than that of the Holder
      and the Company shall not be required to issue or deliver any such certificate
      unless and until the person or persons requesting the issue thereof shall have
      paid to the Company the amount of such tax or shall have established to the
      satisfaction of the Company that such tax has been paid.





**Section
      9**  **Periodic
      Reports** **.**





The
      Company agrees that until all the Warrant Shares shall have been sold pursuant
      to Rule 144 under the Securities Act or a Registration Statement under the
      Securities Act, it shall use best efforts to keep current in filing all reports,
      statements, and other materials required to be filed with the Commission to
      permit holders of the Warrant Shares to sell such securities under Rule 144
      under the Securities Act.





**Section
      10**  **Legend** **.**





Until
      sold pursuant to the provisions of Rule 144 or otherwise registered under the
      Securities Act, the Warrant Shares issued on exercise of the Warrants shall
      be
      subject to a stop transfer order and the certificate or certificates
      representing the Warrant Shares shall bear the following legend:





**THE
      SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “** ***SECURITIES
      ACT*** **”),
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED,
      OR
      OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO
      IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
      OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF THE
      SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE
      COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR
      OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES
      LAWS.**





**Section
      11**  **Loss;
      Theft; Destruction; Mutilation** **.**





Upon
      receipt of evidence satisfactory to the Company of the loss, theft, destruction,
      or mutilation of any Warrant (and upon surrender of any Warrant if mutilated),
      and upon receipt by the Company of reasonably satisfactory indemnification,
      the
      Company shall execute and deliver to the Holder thereof a new Warrant of like
      date, tenor, and denomination.








**Section
      12**  **Stockholder
      Rights** **.**





The
      Holder of any Warrant shall not have, solely on account of such status, any
      rights of a stockholder of the Company, either at law or in equity, or to any
      notice of meetings of stockholders or of any other proceedings of the Company,
      except as provided in this Warrant.





**Section
      14**  **Governing
      Law** **.**





This
      Warrant shall be construed in accordance with the laws of the State of Texas
      applicable to contracts made and performed within such State, without regard
      to
      principles of conflicts of law.





**[REMAINDER
      OF PAGE INTENTIONALLY BLANK]**







**IN
      WITNESS WHEREOF** ,
      the
      Company has executed this Warrant as of the date first above
      written.




**POWER3
                MEDICAL PRODUCTS, INC.**
              
              
              **By:****________________________________**
              **Steven
                B. Rash**
              **Chairman
                and CEO**










**FORM
      OF ASSIGNMENT**





(To
      be
      executed by the registered holder if such holder desires to transfer the
      attached Warrant.)




FOR
      VALUE
      RECEIVED, ______________________ hereby sells, assigns, and transfers unto
      _________________ a Warrant to purchase __________ shares of Common Stock,
      par
      value $_____ per share, of Power3 Medical Products, Inc., a ______ corporation
      (the “ *Company* ”),
      and
      does hereby irrevocably constitute and appoint ___________ attorney to transfer
      such Warrant on the books of the Company, with full power of
      substitution.





Dated:
      _________________





Signature_______________________





**NOTICE**




The
      signature on the foregoing Assignment must correspond to the name as written
      upon the face of this Warrant in every particular, without alteration or
      enlargement or any change whatsoever.











**ELECTION
      TO EXERCISE**





To:
            Power3
                Medical Products, Inc.




The
      undersigned hereby exercises his, her, or its rights to purchase shares of
      Common Stock, par value $______ per share (the “ *Common
      Stock* ”),
      of
      Power3 Medical Products, Inc., a ______ corporation (the “ *Company* ”),
      covered by the within Warrant and tenders payment herewith in the amount of
      $_____ in accordance with the terms thereof, and requests that certificates
      for
      the securities constituting such shares of Common Stock be issued in the name
      of, and delivered to:











(Print
      Name, Address, and Social Security or Tax Identification Number)





and,
      if
      such number of shares of Common Stock shall not constitute all such shares
      of
      Common Stock covered by the within Warrant, that a new Warrant for the balance
      of the shares of Common Stock covered by the within Warrant shall be registered
      in the name of, and delivered to, the undersigned at the address stated
      below.








Dated:
                __________________
            Name:
                ________________________(Print)Address:__________________________(Signature)