<PAGE>
                                                                    EXHIBIT 10.8

                                                                  Execution Copy

                                  AMENDMENT TO
                          SECURITIES PURCHASE AGREEMENT

                  This Amendment to Securities Purchase Agreement (this
"Amendment") is dated as of January 19, 2005, among Power 3 Medical Products,
Inc., a New York corporation (the "Company") and each purchaser identified on
the signature pages attached hereto (each, including its successors and assigns,
a "Purchaser" and collectively the "Purchasers").

                  WHEREAS, the Company and the Purchasers entered into that
certain Securities Purchase Agreement dated as of October 28, 2004 (the
"Securities Purchase Agreement") providing for the purchase and sale of the
securities more specifically described therein; and

                  WHEREAS, the Company and certain of the Purchasers have agreed
to amend provisions of the Securities Purchase Agreement pertaining to the
timing of their purchase of additional Debentures and the Company has agreed to
amend provisions of the Securities Purchase Agreement regarding the number of
Warrants issuable to such Purchasers; and

                  WHEREAS, pursuant to Section 5.5 of the Securities Purchase
Agreement, the Company and each of the Purchasers are entering into this
Amendment to set forth the terms and conditions of, and acknowledge their
consent and agreement to, the following amendments to the Securities Purchase
Agreement.

                  NOW, THEREFORE, for and in consideration of the mutual
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged and
confessed, the Company and the Purchasers hereby agree as follows:

         Section 1. Definitions. Except as otherwise amended or defined in this
Amendment, all terms used herein with their initial letter capitalized shall
have the meaning given to such terms in the Securities Purchase Agreement.

         Section 2. Amendments to Securities Purchase Agreement. The Securities
Purchase Agreement shall be amended effective as of the date hereof in the
manner provided in this Section 2.

                  2.1 Amended Definitions.

                           (a) The definition of "Closing Date" shall be and it
         is hereby amended and restated in its entirety to read as follows:

                  "Closing Date" means, collectively, the dates of the First
                  Closing, Interim Closing and Second Closing.

                           (b) The definition of "Closings" shall be and it is
         hereby amended and restated in its entirety to read as follows:

                  "Closings" means, collectively, the closings of the purchase
                  and sale of the Securities pursuant to Section 2.1, and any
                  reference to
<PAGE>
                  "Closing" or "Closings" shall be construed to include the
                  First Closing, Interim Closing and the Second Closing unless
                  only one such closing is expressly referred to.

                           (c) The definition of "Subscription Amount" shall be
         and it is hereby amended and restated in its entirety to read as
         follows:

                  "Subscription Amount" means, as to each Purchaser, the amount
                  set forth below such Purchaser's signature block on the
                  signature pages hereto and next to the headings "First Closing
                  Subscription Amount," "Interim Closing Subscription Amount"
                  and "Second Closing Subscription Amount," in United States
                  Dollars and in immediately available funds.

                           (d) The definition of "Warrants" shall be and it is
         hereby amended and restated in its entirety to read as follows:

                  "Warrants" means collectively the Common Stock purchase
                  warrants in the form of Exhibit C delivered (i) to the
                  Purchasers at the First Closing in accordance with Section
                  2.2(a) hereof, and (ii) to those Purchasers participating in
                  the Interim Closing in accordance with Section 2.2(a) hereof,
                  all of such Warrants shall be exercisable immediately and have
                  a term of exercise equal to five (5) years from October 28,
                  2004.

                  2.2 Additional Definitions. Section 1.1 of the Securities
Purchase Agreement shall be and it is hereby amended by adding the following
definitions in proper alphabetical order:

                           (a) "Interim Closing" shall have the meaning ascribed
         to such term in Section 2.1 hereof.

                           (b) "Interim Closing Date" means the date of the
         Interim Closing.

                           (c) "Registration Statement Filing Date" means the
         date that the initial Registration Statement required to be filed by
         the Company pursuant to the Registration Rights Agreement is first
         filed by the Company with the Commission.

                  2.3 Closing.

                           (a) Section 2.1 of the Securities Purchase Agreement
         is hereby amended by deleting the second sentence of the initial
         paragraph of said Section and inserting the following sentence in lieu
         thereof:

                  The Closings shall take place in three stages as set forth
                  below (respectively, the "First Closing," the "Interim
                  Closing" and the "Second Closing").

                                      -2-
<PAGE>
                           (b) Section 2.1(b) of the Securities Purchase
         Agreement is deleted in its entirety and the following Sections 2.1(b)
         and 2.1(c) are inserted in lieu thereof:

                  (b) Interim Closing. The Interim Closing shall be for $400,000
                  aggregate principal amount of Debentures, and shall occur on
                  or before the third (3rd) Trading Day following the
                  Registration Statement Filing Date.

                  (c) Second Closing. The Second Closing shall be for $1,600,000
                  aggregate principal amount of Debentures, and shall occur on
                  or before the fifth (5th) Trading Day following the Effective
                  Date.

                  2.4 Deliveries.

                           (a) Section 2.2(a)(iii) of the Securities Purchase
         Agreement is hereby amended by adding the phrase ", Interim Closing"
         after the phrase "First Closing."

                           (b) Section 2.2(a)(vi) of the Securities Purchase
         Agreement is hereby amended by deleting "." at the end of such Section
         and inserting "; and" in lieu thereof.

                           (c) Section 2.2(a) of the Securities Purchase
         Agreement is hereby amended by adding the following new subparagraph to
         the end of such Section:

                  (vii) on the Interim Closing Date, a Warrant registered in the
                  name of each Purchaser participating in the Interim Closing to
                  purchase up to a number of shares of Common Stock equal to (1)
                  100% of such Purchaser's Subscription Amounts for the First
                  Closing, Interim Closing and Second Closing divided by $0.90,
                  less (2) the original number of shares of Common Stock covered
                  by the Warrant delivered to such Purchaser at the First
                  Closing pursuant to Section 2.2(a)(iii) above. All such
                  Warrants delivered pursuant to this Section 2.2(a)(vii) shall
                  have an exercise price equal to $1.44, subject to adjustment
                  therein, and shall expire concurrently with the Warrants
                  delivered at the First Closing. (For the avoidance of doubt
                  and as an example, the following will illustrate the
                  calculation of the number of additional shares of Common Stock
                  to be covered by the Warrants deliverable pursuant to this
                  Section 2.2(a)(vii) to a Purchaser with an aggregate
                  Subscription Amount of $300,000 who received a Warrant to
                  purchase 250,000 shares of Common Stock pursuant to Section
                  2.2(a)(iii) in the First Closing:

                  ($300,000) $0.90) - 250,000 = 83,333 additional Warrant Shares

                                      -3-
<PAGE>
                  2.5 Closing Conditions.

                           (a) Section 2.3(b)(iv) of the Securities Purchase
         Agreement is hereby amended by adding the phrase "Interim Closing and"
         before the phrase "Second Closing."

                           (b) Section 2.3 of the Securities Purchase Agreement
         is hereby amended by renumbering Section 2.3(c) as Section 2.3(d) and
         by inserting the following new Section 2.3(c):

                  (c) As to the Interim Closing only, the Company shall have
                  filed with the Commission the Registration Statement
                  registering the resale of all of the Underlying Shares.

         Section 3. Acknowledgment and Consent of Purchasers. By execution of
this Amendment, each Purchaser agrees and consents to the foregoing amendments
to the Securities Purchase Agreement and the terms of the transaction evidenced
thereby. Each Purchaser hereby acknowledges and confirms that pursuant to
Section 4.15 of the Securities Purchase Agreement, each Purchaser was offered
the opportunity to participate in the Interim Closing and to receive the
additional Warrants issuable by the Company in the Interim Closing and that the
Company has satisfied its obligations under Section 4.15 as they relate to the
Interim Closing.

         Section 4. Effectiveness. This Amendment shall be effective as of the
date hereof upon the execution of this Amendment by the Company and each of the
Purchasers.

         Section 5. Miscellaneous.

                  5.1 Reaffirmation. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions of
the Securities Purchase Agreement as set forth herein and shall not be deemed to
be a consent to the modification or waiver of any other term or condition of the
Securities Purchase Agreement. Except as expressly modified and superseded by
this Amendment, the terms and provisions of the Securities Purchase Agreement
are ratified and confirmed and shall continue in full force and effect.

                  5.2 Governing Law. All questions concerning the construction,
validity, enforcement and interpretation of this Amendment shall be governed by
and construed and enforced in accordance with the internal laws of the State of
New York, without regard to principles of conflicts of laws thereof.

                  5.3 Counterparts. This Amendment may be executed in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement, it being understood that those parties need not sign the
same counterpart.

                  5.4 Parties. This Amendment is intended for the benefit of the
parties hereto and their respective successors and permitted assigns and is not
for the benefit of, nor may any provision hereof be enforced by, any other
Person.

                                      -4-
<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to Securities Purchase Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.

POWER 3 MEDICAL PRODUCTS, INC.           Address for Notice:
                                         ------------------

                                         3400 Research Forest Drive, Suite B2-3
By:      /s/ Steven B. Rash              The Woodlands, Texas  77381
         ---------------------
Name:    Steven B. Rash
Title:   Executive Officer


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGE FOR PURCHASERS FOLLOWS]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Bach Farms LLC
                          -----------------------------------------------------
Signature of Authorized Signatory of Investing Entity:    /s/ Richard H. Bach
                                                      -------------------------
Name of Authorized Signatory:     Richard H. Bach
                              -------------------------------------------------
Title of Authorized Signatory:
                               ------------------------------------------------
Email Address of Authorized Entity:
                                    -------------------------------------------

Address for Notice of Investing Entity:

Bach Farms LLC
Attn:  Richard H. Bach
258 Genessee Street, Suite 601
Utica, New York  13502

Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 1,667
Interim Closing Subscription Amount:            $     0
Second Closing Subscription Amount:             $ 3,333
Warrant Shares:
      First Closing:                              4,167
      Interim Closing:                                0
Additional Investment Right:                    $ 4,167


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Citiplatz Limited
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Francis Webb
                                                       -------------------------
Name of Authorized Signatory:   Francis Webb
                              --------------------------------------------------
Title of Authorized Signatory:  Authorized Signatory of Corporate Secretary
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

12-14 Finch Road
Douglas
Isle of Man
IM991TT

Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $  50,000
Interim Closing Subscription Amount:            $  50,000
Second Closing Subscription Amount:             $  50,000
Warrant Shares:
      First Closing:                              125,000
      Interim Closing:                             41,667
Additional Investment Right:                    $ 125,000


                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Crescent International Ltd.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Maxi Brezzi
                                                       -------------------------
Name of Authorized Signatory:      Maxi Brezzi
                              --------------------------------------------------
Title of Authorized Signatory:     Authorized Signatory
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

Crescent International Ltd.
c/o GreenLight (Switzerland) SA
84, av. Louis-Casai
CH 1216 COINTRIN
Geneva, Switzerland

Fax Number of Notice of Investing Entity:  +41 22 791 7171

Address for Delivery of Securities for Investing Entity (if not same as above):

Crescent International Ltd.
c/o GreenLight (Switzerland) SA
84, av. Louis-Casai
CH 1216 COINTRIN
Geneva, Switzerland


First Closing Subscription Amount:              $ 200,000
Interim Closing Subscription Amount:            $       0
Second Closing Subscription Amount:             $ 400,000
Warrant Shares:
      First Closing:                              500,000
      Interim Closing:                                  0
Additional Investment Right:                    $ 500,000


                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Crestview Capital Master, LLC
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:    /s/ Stewart R. Flink
                                                       -------------------------
Name of Authorized Signatory:     Stewart R. Flink
                              --------------------------------------------------
Title of Authorized Signatory:    Manager
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

95 Revere Drive, Suite A
Northbrook, Illinois  60062

Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 150,000
Interim Closing Subscription Amount:            $ 150,000
Second Closing Subscription Amount:             $ 150,000
Warrant Shares:
      First Closing:                              375,000
      Interim Closing:                            125,000
Additional Investment Right:                    $ 375,000


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    DKR SoundShore Oasis Holding Fund, Ltd.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:     /s/ Brad
                                                       -------------------------
Name of Authorized Signatory:     Brad Caswell
                              --------------------------------------------------
Title of Authorized Signatory:    Director
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

c/o DKR Capital Partners L.P.
1281 East Main Street
Stamford, Connecticut  06902


Address for Delivery of Securities for Investing Entity (if not same as above):

Registered Address:

18 Church Street
Skandia House
Hamilton HM11
Bermuda

First Closing Subscription Amount:              $  50,000
Interim Closing Subscription Amount:            $       0
Second Closing Subscription Amount:             $ 100,000
Warrant Shares:
      First Closing:                              125,000
      Interim Closing:                                  0
Additional Investment Right:                    $ 125,000


                           [SIGNATURE PAGES CONTINUE]


<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Gryphon Master Fund L.P.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:     /s/ E.B. Lyon IV
                                                       -------------------------
Name of Authorized Signatory:     E.B. Lyon IV
                              --------------------------------------------------
Title of Authorized Signatory:    Authorized Agent
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

100 Crescent Court, Suite 490
Dallas, Texas  75201


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 100,000
Interim Closing Subscription Amount:            $ 100,000
Second Closing Subscription Amount:             $ 100,000
Warrant Shares:
      First Closing:                              250,000
      Interim Closing:                             83,333
Additional Investment Right:                    $ 250,000


                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    GSSF Master Fund, LP
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:     /s/ E.B. Lyon IV
                                                       -------------------------
Name of Authorized Signatory:     E.B. Lyon IV
                              --------------------------------------------------
Title of Authorized Signatory:    Authorized Agent
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

100 Crescent Court, Suite 490
Dallas, Texas  75201


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 100,000
Interim Closing Subscription Amount:            $ 100,000
Second Closing Subscription Amount:             $ 100,000
Warrant Shares:
      First Closing:                              250,000
      Interim Closing:                             83,333
Additional Investment Right:                    $ 250,000


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Mohawk Funding
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:    /s/ Richard H. Bach
                                                       -------------------------
Name of Authorized Signatory:     Richard H. Bach
                              --------------------------------------------------
Title of Authorized Signatory:    Manager Member
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 10,000
Interim Closing Subscription Amount:            $      0
Second Closing Subscription Amount:             $ 20,000
Warrant Shares:
      First Closing:                              25,000
      Interim Closing:                                 0
Additional Investment Right:                    $ 25,000


                           [SIGNATURE PAGES CONTINUE]
<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Richard Molinsky
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Richard Molinsky
                                                       -------------------------
Name of Authorized Signatory:     Richard Molinsky
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

51 Lordes Hwy E.
Weston, CT  06883


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 30,000
Interim Closing Subscription Amount:            $      0
Second Closing Subscription Amount:             $ 60,000
Warrant Shares:
      First Closing:                              75,000
      Interim Closing:                                 0
Additional Investment Right:                    $ 75,000


                           [SIGNATURE PAGES CONTINUE]



<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Omicron Master Trust
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:    /s/ Brian Daly*
                                                       -------------------------
Name of Authorized Signatory:     Bruce Bernstein
                              --------------------------------------------------
Title of Authorized Signatory:    Managing Partner
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

650 Fifth Ave., 24th Fl.                        *By Omicron Master Trust
New York, NY  10019                              By Omicron Capital, LP, advisor
Attn:  Brian Daly                                By Omicron Capital, Inc. - GP
Telephone:  212.258.2302                         By Brian Daly - CFO
Fax:  212.258.2315                                  on behalf of Bruce Bernstein


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 100,000
Interim Closing Subscription Amount:            $       0
Second Closing Subscription Amount:             $ 200,000
Warrant Shares:
      First Closing:                              250,000
      Interim Closing:                                  0
Additional Investment Right:                    $ 250,000


                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Otape Investments LLC
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Richard M. Cayne
                                                       -------------------------
Name of Authorized Signatory:     Richard M. Cayne
                              --------------------------------------------------
Title of Authorized Signatory:    General Counsel
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

1 Manhattanville Rd.
Purchase, NY  10577


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 100,000
Interim Closing Subscription Amount:            $       0
Second Closing Subscription Amount:             $ 200,000
Warrant Shares:
      First Closing:                              250,000
      Interim Closing:                                  0
Additional Investment Right:                    $ 250,000


                           [SIGNATURE PAGES CONTINUE]

<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Platinum Partners Value Arbitrage Fund L.P.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Mark Nordlicht
                                                       -------------------------
Name of Authorized Signatory:     Mark Nordlicht
                              --------------------------------------------------
Title of Authorized Signatory:    Managing Director
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

152 W. 57th St., 54th Fl.
New York, NY  10019-3310


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $  83,333
Interim Closing Subscription Amount:            $       0
Second Closing Subscription Amount:             $ 166,667
Warrant Shares:
      First Closing:                              208,333
      Interim Closing:                                  0
Additional Investment Right:                    $ 208,333


                           [SIGNATURE PAGES CONTINUE]



<PAGE>
                          [PURCHASER SIGNATURE PAGES TO
                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT]

         IN WITNESS WHEREOF, the undersigned have caused this Securities
Purchase Agreement to be duly executed by their respective authorized
signatories as of the date first indicated above.

Name of Investing Entity:    Sage Capital Investments Limited
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:   /s/ Anthony Thompson
                                                       -------------------------
Name of Authorized Signatory:     Anthony Thompson
                              --------------------------------------------------
Title of Authorized Signatory:      Secretary
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

P. O. Box N-4826 (For regular mail)
Nassau, Bahamas


Address for Delivery of Securities for Investing Entity (if not same as above):


First Closing Subscription Amount:              $ 25,000
Interim Closing Subscription Amount:            $      0
Second Closing Subscription Amount:             $ 50,000
Warrant Shares:
      First Closing:                              62,500
      Interim Closing:                                 0
Additional Investment Right:                    $ 62,500


                           [SIGNATURE PAGES CONTINUE]