AMENDED
AND RESTATED


CONSULTING
AGREEMENT





This Amended and Restated Consulting
Agreement (the “Agreement”) by and between
Power 3 Medical Products, Inc., a New York corporation (the “Company”), and Bronco
Technology, Inc. (“BTI”)
is executed the 1 day of June, 2009 and shall be effective for all purposes as
of June 1, 2009 (the “Effective
Date”).





RECITALS





WHEREAS, the Company and BTI previously
entered into that certain Consulting Agreement dated as of September 7, 2008
(the “Original
Agreement”);





WHEREAS, the Company is contracting to
receive the services of Helen R. Park, CEO of BTI (the “Officer”), as Interim CEO of
Power3 Medical Products, Inc.





WHEREAS, the Officer has a background
in biotechnology business consulting, planning, and reorganization and is
willing to provide services to the Company through BTI based on this
background.





WHEREAS, the Company and BTI desire to
amend the Original Agreement and update the provisions of the Original Agreement
to reflect the parties’ mutual understanding and intent and to restate the
Original Agreement, as amended, 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.       
    CONSULTING
TERMS





1.1           Term.  The
Company hereby contracts with BTI for the Officer to serve as Interim Chief
Executive Officer, and BTI on behalf of the Officer hereby accepts to serve as
Interim Chief Executive Officer with the Company, all in accordance with the
terms and conditions hereof, for a term commencing on June 1, 2009 and
terminating on May 31, 2011.





1.2 Position and
Duties.





(a)            The
Company has by action of its Board of Directors appointed the Officer to the
position of Interim Chief Executive Officer, reporting to the Board of Directors
of the Company, on a consulting basis.





(b)            The
Officer shall be responsible for such duties including, but not limited to,
management, business planning, and marketing services.








1.3 Performance of
Duties.





(a)            At
all times prior to the Termination Date, the Officer (i) shall devote her full
business time, energies, best efforts, and attention to the business of the
Company, (ii) shall faithfully and diligently perform the duties of her
responsibilities with the Company, and (iii) shall do all reasonably in her
power to promote, develop, and extend the business of the Company.





(b)           The
Officer shall perform her 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.





(c)           During
the term of the Agreement, the Company shall provide the support services to the
Officer, including office space, use of staff and administrative support, and
office supplies.





1.4           Relationship of
Parties.  The Company and BTI mutually understand that BTI and
the Officer are independent contractors with respect to the Company, and are not
employees of the Company.  The Company, will not provide fringe
benefits, including health insurance benefits, paid vacation, or any other
employee benefit, for the benefit of BTI or the Officer.





2. 
          COMPENSATION.





2.1           Monthly Services
Payment.





(a)           For
so long as the Officer is providing services to the Company, the Company agrees
to pay to BTI, and BTI shall accept from the Company, for all of the services
rendered by the Officer pursuant to the Agreement, a compensation payment of
Eight Thousand Three Hundred Thirty-Four Dollars ($8,334) per month, payable on
the last day of each month that services are performed.





(b)           The
Company’s Board of Directors, or compensation committee of the Board of
Directors (the “Compensation
Committee”), shall review BTI’s compensation annually and compensation
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 compensation of BTI at any
time or from time to time, the new compensation rate shall, without further
action by BTI or the Company, be deemed substituted for the amount set forth
above.  At such time, the 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.


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2.2           Commission
Payments.   The Company shall award BTI a monthly
commission of 1% payment, not to exceed Five Thousand ($5,000) per month, of the
royalties recognized and earned by the Company from the sale of its NuroPro and
BC SeraPro diagnostic testing products through license agreements signed during
the term of the Agreement.





(a)           The
Company shall pay commission payments to BTI no later than 30 days after the
Company recognizes and earns royalty revenues through the license
agreements.





(b)           The
Company shall maintain records in sufficient detail for purposes of determining
the amount of commission.  The Company shall provide to BTI a written
accounting that sets forth the manner in which the commission payment was
calculated.





(c)           BTI,
or BTI’s agent, shall have the right to inspect the Company’s records for the
limited purpose of verifying the calculation of the commission payments, subject
to such restrictions as the Company may reasonably impose to protect the
confidentiality of the records.  Such inspections shall be made during
reasonable business hours as may be set by the Company.





(d)           If
the Officer dies or becomes disabled and unable to perform the services as
Interim Chief Executive Officer during the term of this Agreement, BTI shall be
entitled to commission payments for the remainder of the term of the
Agreement.





2.3            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
BTI based upon its measure of the Officer’s performance.  Such bonuses
may be awarded in a lump sum or may be conditioned upon the future
performance





2.4           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 her duties hereunder in furtherance of the business of the
Company.





3.         
   TERMINATION.





3.1           Termination Upon 30 Days
Notice.





(a)           Either
party may terminate the Officer’s 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”).


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3.2           Termination by Mutual
Consent.  BTI and the Company may at any time terminate the
Agreement by mutual consent in writing upon the terms and conditions stated in
such writing.





3.3           Termination Upon
Death.   If the Officer dies or becomes disabled, the
Agreement shall immediately terminate automatically as of the date of her death
or disability.  In such event, the Agreement shall be treated as if it
had terminated under the terms of Paragraph 3.1 above, with the date of the
Officer’s death or disability serving as both the Notice Date and the
Termination Date.





3.4           Transition.  BTI
and the Officer shall make a good faith effort to aid the Company in the
transition of management necessitated by the termination of the
Agreement.  To the extent feasible and/or practical, the Officer shall
devote the time and energy necessary to effect said goal of a smooth transition
for the successor chief executive officer.  The compensation payable
to BTI by the Company pursuant to Paragraph 2.1(a) of this contract shall
continue to be paid to BTI during such transition period.





4. DISCLOSURE





4.1           Disclosure.      BTI
is required to disclose any outside activities or interest, including ownership
or participation in the development of prior invention, that conflict or may
conflict with the best interest of the Company.  Prompt disclosure is
required if the activity or interest is related, directly or indirectly, to: any
intellectual property of the Company; a product or product line of the Company;
a manufacturing process of the Company; or any activity that BTI may be involved
with on behalf of the Company.





4.2           Employees of
BTI.    BTI employees, if any, who perform services
for the Company under this Agreement, and the Officer, shall also be bound by
the provision of this Agreement.





5.         
   PROPRIETARY INFORMATION AND
ITEMS.





5.1           Acknowledgments.  BTI
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 5 are reasonable and
necessary to prevent the improper use or disclosure of such Proprietary
Information.


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5.2           Non-Disclosure and Non-Use
of Proprietary Information.During the term of this Agreement and for a
period of five (5) years thereafter, BTI covenants and agrees that BTI and the
Officer (a) shall not disclose to others or use for the benefit of themselves or
others, any of the Company’s Proprietary Information, except that BTI or the
Officer may disclose such information (i) in the course of and in furtherance of
the services 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 BTI and 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.





5.3           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, sublicenses, potential customers and
sublicenses, 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 BTI or the Officer).





5.4           Proprietary
Items.   Upon termination or expiration of the Agreement
for any reason, BTI and the Officer will immediately return to the Company all
Proprietary Items in BTI’s or the Officer’s possession or subject to BTI’s or
the Officer’s control, and BTI 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
BTI or the Officer by the Company, created by BTI or the Officer, or otherwise
coming into BTI’s or the Officer’s possession for use in connection with the
engagement with the Company or otherwise containing Proprietary Information
(whether provided or created during the term of this agreement or prior
thereto).


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5.5           Ownership
Rights.  BTI and the Officer recognizes that, as between the
Company and BTI 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.  BTI and the Officer agree 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.  BTI hereby assigns unto the Company all rights, title,
and interest that BTI may have to such Intellectual Property and each and every
derivative work thereof, and agrees to execute, acknowledge, and deliver, and
cause the Officer to execute, acknowledge and deliver, to the Company an
assignment to the Company of any right, title, or interest of BTI and the
Officer in any and all such Intellectual Property, in such form as may be
reasonably requested by the Company.





5.6           Disputes of
Controversies.   BTI recognizes that, should a dispute or
controversy arising from or relating to a portion of the Agreement (Section 5)
be submitted for adjudication to any court, arbitration panel, or other third
party, the preservation of the secrecy of Proprietary Information may be
jeopardized.  BTI agrees that it will use its best efforts to ensure
that all pleadings, documents, testimony, and records relating to any such
adjudication will be maintained in secrecy.





6.  
         NON-INTERFERENCE; COMPLIANCE
WITH LAW; COOPERATION





6.1           Non-Interference.  
During the term of the Agreement and for a period of five (5) years following
termination or expiration of the Agreement, BTI covenants and agrees that BTI
shall not, directly or indirectly (including through the Officer), for the
benefit of BTI 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.





6.2           Cooperation.   During
the term of the Agreement with the Company and for a period of five (5) years
following the termination or expiration of the Agreement, BTI 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.


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7.  
          GENERAL
PROVISIONS





7.1           Indemnification.   The
Company hereby agrees to indemnify and hold harmless BTI and 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 Interim Chief
Executive 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 attorneys’ fees), judgments, and amounts
paid in settlement actually and reasonably incurred by BTI or the Officer in
connection with an action, suit or proceeding brought against the Company, BTI
or the Officer.





7.2           Injunctive
Relief.  BTI 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.  BTI agrees to request neither bond nor security in connection
with any such injunction.  BTI agrees that if BTI or the Officer
breaches this Agreement, BTI and the Officer shall be liable for any attorney’s
fees and costs incurred by the Company in enforcing its rights under this
Agreement.





7.3           Essential, Independent, and
Surviving Covenants.





(a)           The
parties agree that the covenants in Sections 4, 5, and 6 are essential elements
of this Agreement, and without BTI’s agreement to comply with such covenants,
the Company would not have entered into this Agreement.





(b)           The
covenants in Sections 4, 5, and 6 are independent covenants and the existence of
any claim by BTI or the Officer against the Company under this Agreement or
otherwise will not excuse the breach by BTI or the Officer of any covenant in
Section 4, 5, or 6.





(c)           After
the Agreement is terminated, this Agreement will continue in full force and
effect as is necessary or appropriate to enforce the covenants and agreements of
BTI in Sections 4, 5, and 6.





7.4           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:


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If to BTI:





Bronco
Technology, Inc.


Helen R.
Park, CEO


PO Box
30


Huntsville,
TX 77342-0030





If to the Company:




Ira L.
Goldknopf, President


Power3
Medical Products, Inc.


3400
Research Forest Drive


The
Woodlands, TX  77381





7.5           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.





7.6           No Third-Party
Beneficiaries.  This Agreement shall not confer any rights or
remedies upon any person other than the Company, BTI, and their respective
successors and permitted assigns, other than as expressly set forth in this
Agreement.





7.7           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.





7.8           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.





7.9           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.


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7.10         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.





7.11         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.





7.12         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.





7.13         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.





7.14         Agreement
Preparation.   BTI acknowledges that this Agreement has
been prepared by the Company, and BTI has not relied on any representation made
by the Company’s or its attorneys.  BTI has had the opportunity to
engage an attorney of its choice to review this Agreement on its
behalf.  By signing this Agreement, BTI is hereby certifying that BTI
(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 BTI had about the
Agreement and received satisfactory answers to all such questions; and (d)
understands BTI’s rights and obligations under the Agreement.


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IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the date first written above but to be
effective as of the Effective Date.





BTI:Bronco
      Technology, Inc.By:
                  /s/ Helen R. ParkHelen R. Park, CEOCOMPANY:Power
      3 Medical Products, Inc.By:
                  /s/ Ira L. GoldknopfIra L. GoldknopfInterim Chairman, President, &
CSO




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