<PAGE>
                                                                     EXHIBIT 4.2



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.


                          COMMON STOCK PURCHASE WARRANT

               To Purchase ____________ Shares of Common Stock of

                         POWER 3 MEDICAL PRODUCTS, INC.

                  THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies
that, for value received, _____________________ (the "Holder"), is entitled,
upon the terms and subject to the limitations on exercise and the conditions
hereinafter set forth, at any time on or after the date hereof (the "Initial
Exercise Date") and on or prior to the close of business on October 28, 2009
(the "Termination Date") but not thereafter, to subscribe for and purchase from
Power 3 Medical Products, Inc., a New York corporation (the "Company"), up to
_______ shares (the "Warrant Shares") of Common Stock, par value $0.001 per
share, of the Company (the "Common Stock"). The purchase price of one share of
Common Stock under this Warrant shall be equal to the Exercise Price, as defined
in Section 2(b).

         Section 1. Definitions. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement dated October 28, 2004, among the Company and the purchasers
signatory thereto, as amended by that certain Amendment to Securities Purchase
Agreement dated effective January 19, 2005 (as amended, the "Purchase
Agreement").

         Section 2. Exercise.

                  a) Exercise of Warrant. Exercise of the purchase rights
         represented by this Warrant may be made at any time or times on or
         after the Initial Exercise Date and on or before the Termination Date
         by delivery to the Company of a duly executed facsimile copy of the
         Notice of Exercise Form annexed hereto (or such other office or agency
         of the Company as it may designate by notice in writing to the
         registered Holder at the address of such Holder appearing on the books
         of the Company); provided, however,





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         within 5 Trading Days of the date said Notice of Exercise is delivered
         to the Company, the Holder shall have surrendered this Warrant to the
         Company and the Company shall have received payment of the aggregate
         Exercise Price of the shares thereby purchased by wire transfer or
         cashier's check drawn on a United States bank.

                  b) Exercise Price. The exercise price of each share of Common
         Stock under this Warrant shall be $1.44, subject to adjustment
         hereunder (the "Exercise Price").

                  c) Cashless Exercise. If at any time after one year from the
         date of issuance of this Warrant there is no effective Registration
         Statement registering the resale of the Warrant Shares by the Holder,
         then this Warrant may also be exercised at such time by means of a
         "cashless exercise" in which the Holder shall be entitled to receive a
         certificate for the number of Warrant Shares equal to the quotient
         obtained by dividing [(A-B) (X)] by (A), where:

                  (A) =  the Closing Price on the Trading Day immediately
                         preceding the date of such election;

                  (B) =  the Exercise Price of this Warrant, as adjusted; and

                  (X) =  the number of Warrant Shares issuable upon exercise
                         of this Warrant in accordance with the terms of this
                         Warrant by means of a cash exercise rather than a
                         cashless exercise.

                  d) Exercise Limitations; Holder's Restrictions. The Holder
         shall not have the right to exercise any portion of this Warrant,
         pursuant to Section 2(c) or otherwise, to the extent that after giving
         effect to such issuance after exercise, the Holder (together with the
         Holder's affiliates), as set forth on the applicable Notice of
         Exercise, would beneficially own in excess of 4.99% of the number of
         shares of the Common Stock outstanding immediately after giving effect
         to such issuance. For purposes of the foregoing sentence, the number of
         shares of Common Stock beneficially owned by the Holder and its
         affiliates shall include the number of shares of Common Stock issuable
         upon exercise of this Warrant with respect to which the determination
         of such sentence is being made, but shall exclude the number of shares
         of Common Stock which would be issuable upon (A) exercise of the
         remaining, nonexercised portion of this Warrant beneficially owned by
         the Holder or any of its affiliates and (B) exercise or conversion of
         the unexercised or nonconverted portion of any other securities of the
         Company (including, without limitation, any other Debentures or
         Warrants) subject to a limitation on conversion or exercise analogous
         to the limitation contained herein beneficially owned by the Holder or
         any of its affiliates. Except as set forth in the preceding sentence,
         for purposes of this Section 2(d), beneficial ownership shall be
         calculated in accordance with Section 13(d) of the Exchange Act, it
         being acknowledged by Holder that the Company is not representing to
         Holder that such calculation is in compliance with Section 13(d) of the
         Exchange Act and Holder is solely responsible for any schedules
         required to be filed in accordance therewith. To the extent that the
         limitation contained in this Section 2(d) applies, the determination of
         whether this Warrant is exercisable (in relation to other securities
         owned by the Holder) and of which portion of this Warrant is
         exercisable shall




                                       -2-
<PAGE>

         be in the sole discretion of such Holder, and the submission of a
         Notice of Exercise shall be deemed to be such Holder's determination of
         whether this Warrant is exercisable (in relation to other securities
         owned by such Holder) and of which portion of this Warrant is
         exercisable, in each case subject to such aggregate percentage
         limitation, and the Company shall have no obligation to verify or
         confirm the accuracy of such determination. For purposes of this
         Section 2(d), in determining the number of outstanding shares of Common
         Stock, the Holder may rely on the number of outstanding shares of
         Common Stock as reflected in (x) the Company's most recent Form 10-QSB
         or Form 10-KSB, as the case may be, (y) a more recent public
         announcement by the Company or (z) any other notice by the Company or
         the Company's Transfer Agent setting forth the number of shares of
         Common Stock outstanding. Upon the written or oral request of the
         Holder, the Company shall within two Trading Days confirm orally and in
         writing to the Holder the number of shares of Common Stock then
         outstanding. In any case, the number of outstanding shares of Common
         Stock shall be determined after giving effect to the conversion or
         exercise of securities of the Company, including this Warrant, by the
         Holder or its affiliates since the date as of which such number of
         outstanding shares of Common Stock was reported.

                  e) Mechanics of Exercise.

                           i. Authorization of Warrant Shares. The Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase rights represented by this Warrant
                  will, upon exercise of the purchase rights represented by, and
                  in accordance with the terms of, this Warrant, be duly
                  authorized, validly issued, fully paid and nonassessable and
                  free from all taxes, liens and charges in respect of the issue
                  thereof (other than taxes in respect of any transfer occurring
                  contemporaneously with such issue). The Company covenants that
                  during the period the Warrant is outstanding, it will reserve
                  from its authorized and unissued Common Stock a sufficient
                  number of shares to provide for the issuance of the Warrant
                  Shares upon the exercise of any purchase rights under this
                  Warrant. The Company further covenants that its issuance of
                  this Warrant shall constitute full authority to its officers
                  who are charged with the duty of executing stock certificates
                  to execute and issue the necessary certificates for the
                  Warrant Shares upon the exercise of the purchase rights under,
                  and in accordance with the terms of, this Warrant. The Company
                  will take all such reasonable action as may be necessary to
                  assure that such Warrant Shares may be issued as provided
                  herein without violation of any applicable law or regulation,
                  or of any requirements of the Trading Market upon which the
                  Common Stock may be listed.

                           ii. Delivery of Certificates Upon Exercise.
                  Certificates for shares purchased hereunder shall be
                  transmitted by the transfer agent of the Company to the Holder
                  by crediting the account of the Holder's prime broker with the
                  Depository Trust Company through its Deposit Withdrawal Agent
                  Commission ("DWAC") system if the Company is a participant in
                  such system, and otherwise by physical delivery to the



                                       -3-
<PAGE>

                  address specified by the Holder in the Notice of Exercise
                  within 3 Trading Days from the delivery to the Company of the
                  Notice of Exercise Form, surrender of this Warrant and payment
                  of the aggregate Exercise Price as set forth above ("Warrant
                  Share Delivery Date"). This Warrant shall be deemed to have
                  been exercised on the date the Exercise Price is received by
                  the Company. The Warrant Shares shall be deemed to have been
                  issued, and Holder or any other person so designated to be
                  named therein shall be deemed to have become a holder of
                  record of such shares for all purposes, as of the date the
                  Warrant has been exercised by payment to the Company of the
                  Exercise Price and all taxes required to be paid by the
                  Holder, if any, pursuant to Section 2(e)(vii) prior to the
                  issuance of such shares, have been paid.

                           iii. Delivery of New Warrants Upon Exercise. If this
                  Warrant shall have been exercised in part, the Company shall,
                  at the time of delivery of the certificate or certificates
                  representing Warrant Shares, deliver to Holder a new Warrant
                  evidencing the rights of Holder to purchase the unpurchased
                  Warrant Shares called for by this Warrant, which new Warrant
                  shall in all other respects be identical with this Warrant.

                           iv. Rescission Rights. If the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to this
                  Section 2(e)(iv) by the Warrant Share Delivery Date, then the
                  Holder will have the right to rescind such exercise.

                           v. Buy-In Compensation. In addition to any other
                  rights available to the Holder, if the Company fails to cause
                  its transfer agent to transmit to the Holder a certificate or
                  certificates representing the Warrant Shares pursuant to an
                  exercise on or before the Warrant Share Delivery Date, and if
                  after such date the Holder is required by its broker to
                  purchase (in an open market transaction or otherwise) shares
                  of Common Stock to deliver in satisfaction of a sale by the
                  Holder of the Warrant Shares which the Holder anticipated
                  receiving upon such exercise (a "Buy-In"), then the Company
                  shall (1) pay in cash to the Holder the amount by which (x)
                  the Holder's total purchase price (including brokerage
                  commissions, if any) for the shares of Common Stock so
                  purchased exceeds (y) the amount obtained by multiplying (A)
                  the number of Warrant Shares that the Company was required to
                  deliver to the Holder in connection with the exercise at issue
                  times (B) the price at which the sell order giving rise to
                  such purchase obligation was executed, and (2) at the option
                  of the Holder, either reinstate the portion of the Warrant and
                  equivalent number of Warrant Shares for which such exercise
                  was not honored or deliver to the Holder the number of shares
                  of Common Stock that would have been issued had the Company
                  timely complied with its exercise and delivery obligations
                  hereunder. For example, if the Holder purchases Common Stock
                  having a total purchase price of $11,000 to cover a Buy-In
                  with




                                      -4-
<PAGE>

                  respect to an attempted exercise of shares of Common Stock
                  with an aggregate sale price giving rise to such purchase
                  obligation of $10,000, under clause (1) of the immediately
                  preceding sentence the Company shall be required to pay the
                  Holder $1,000. The Holder shall provide the Company written
                  notice indicating the amounts payable to the Holder in respect
                  of the Buy-In, together with applicable confirmations and
                  other evidence reasonably requested by the Company. Nothing
                  herein shall limit a Holder's right to pursue any other
                  remedies available to it hereunder, at law or in equity
                  including, without limitation, a decree of specific
                  performance and/or injunctive relief with respect to the
                  Company's failure to timely deliver certificates representing
                  shares of Common Stock upon exercise of the Warrant as
                  required pursuant to the terms hereof.

                           vi. No Fractional Shares or Scrip. No fractional
                  shares or scrip representing fractional shares shall be issued
                  upon the exercise of this Warrant. As to any fraction of a
                  share which Holder would otherwise be entitled to purchase
                  upon such exercise, the Company shall pay a cash adjustment in
                  respect of such final fraction in an amount equal to such
                  fraction multiplied by the Exercise Price.

                           vii. Charges, Taxes and Expenses. Issuance of
                  certificates for Warrant Shares shall be made without charge
                  to the Holder for any issue or transfer tax or other
                  incidental expense in respect of the issuance of such
                  certificate, all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be directed by
                  the Holder; provided, however, that in the event certificates
                  for Warrant Shares are to be issued in a name other than the
                  name of the Holder, this Warrant when surrendered for exercise
                  shall be accompanied by the Assignment Form attached hereto
                  duly executed by the Holder; and the Company may require, as a
                  condition thereto, the payment of a sum sufficient to
                  reimburse it for any transfer tax incidental thereto.

                           viii. Closing of Books. The Company will not close
                  its stockholder books or records in any manner which prevents
                  the timely exercise of this Warrant, pursuant to the terms
                  hereof.

         Section 3. Certain Adjustments.

                  a) Stock Dividends and Splits. If the Company, at any time
         while this Warrant is outstanding: (A) pays a stock dividend or
         otherwise make a distribution or distributions on shares of its Common
         Stock or any other equity or equity equivalent securities payable in
         shares of Common Stock (which, for avoidance of doubt, shall not
         include any shares of Common Stock issued by the Company pursuant to
         this Warrant, the Debentures or the Additional Investment Rights), (B)
         subdivides outstanding shares of Common Stock into a larger number of
         shares, (C) combines (including by way of



                                       -5-
<PAGE>

         reverse stock split) outstanding shares of Common Stock into a smaller
         number of shares, or (D) issues by reclassification of shares of the
         Common Stock any shares of capital stock of the Company, then in each
         case the Exercise Price shall be multiplied by a fraction of which the
         numerator shall be the number of shares of Common Stock (excluding
         treasury shares, if any) outstanding before such event and of which the
         denominator shall be the number of shares of Common Stock outstanding
         after such event and the number of shares issuable upon exercise of
         this Warrant shall be proportionately adjusted. Any adjustment made
         pursuant to this Section 3(a) shall become effective immediately after
         the record date for the determination of stockholders entitled to
         receive such dividend or distribution and shall become effective
         immediately after the effective date in the case of a subdivision,
         combination or re-classification.

                  b) Subsequent Equity Sales. If the Company or any Subsidiary
         thereof, as applicable, at any time while this Warrant is outstanding,
         shall offer, sell, grant any option to purchase or offer, sell or grant
         any right to reprice its securities, or otherwise dispose of or issue
         (or announce any offer, sale, grant or any option to purchase or other
         disposition) any Common Stock or Common Stock Equivalents entitling any
         Person to acquire shares of Common Stock, at an effective price per
         share less than the then Exercise Price (such lower price, the "Base
         Share Price" and such issuances collectively, a "Dilutive Issuance"),
         as adjusted hereunder (if the holder of the Common Stock or Common
         Stock Equivalents so issued shall at any time, whether by operation of
         purchase price adjustments, reset provisions, floating conversion,
         exercise or exchange prices or otherwise, or due to warrants, options
         or rights per share which is issued in connection with such issuance,
         be entitled to receive shares of Common Stock at an effective price per
         share which is less than the Exercise Price, such issuance shall be
         deemed to have occurred for less than the Exercise Price), then, the
         Exercise Price shall be reduced to equal the Base Share Price. Such
         adjustment shall be made whenever such Common Stock or Common Stock
         Equivalents are issued. The Company shall notify the Holder in writing,
         no later than the business day following the issuance of any Common
         Stock or Common Stock Equivalents subject to this section, indicating
         therein the applicable issuance price, or of applicable reset price,
         exchange price, conversion price and other pricing terms.

                  c) Pro Rata Distributions. If the Company, at any time prior
         to the Termination Date, shall distribute to all holders of Common
         Stock (and not to Holders of the Warrants) evidences of its
         indebtedness or assets or rights or warrants to subscribe for or
         purchase any security other than the Common Stock (which shall be
         subject to Section 3(b)), then in each such case the Exercise Price
         shall be adjusted by multiplying the Exercise Price in effect
         immediately prior to the record date fixed for determination of
         stockholders entitled to receive such distribution by a fraction of
         which the denominator shall be the Closing Price determined as of the
         record date mentioned above, and of which the numerator shall be such
         Closing Price on such record date less the then per share fair market
         value at such record date of the portion of such assets or evidence of
         indebtedness so distributed applicable to one outstanding share of the
         Common Stock as determined by the Board of Directors in good faith. In
         either case the adjustments shall be described in a statement provided
         to the Holders of the portion of assets or evidences of indebtedness so
         distributed or such subscription rights applicable to one share of





                                      -6-
<PAGE>

         Common Stock. Such adjustment shall be made whenever any such
         distribution is made and shall become effective immediately after the
         record date mentioned above.

                  d) Calculations. All calculations under this Section 3 shall
         be made to the nearest cent or the nearest 1/100th of a share, as the
         case may be. For purposes of this Section 3, the number of shares of
         Common Stock outstanding as of a given date shall be the sum of the
         number of shares of Common Stock (excluding treasury shares, if any)
         outstanding.

                  e) Notice to Holders.

                           i. Adjustment to Exercise Price. Whenever the
                  Exercise Price is adjusted pursuant to this Section 3, the
                  Company shall promptly mail to each Holder a notice setting
                  forth the Exercise Price after such adjustment and setting
                  forth a brief statement of the facts requiring such
                  adjustment. If the Company issues a variable rate security,
                  despite the prohibition thereon in the Purchase Agreement, the
                  Company shall be deemed to have issued Common Stock or Common
                  Stock Equivalents at the lowest possible conversion or
                  exercise price at which such securities may be converted or
                  exercised in the case of a Variable Rate Transaction (as
                  defined in the Purchase Agreement), or the lowest possible
                  adjustment price in the case of an MFN Transaction (as defined
                  in the Purchase Agreement.

                           ii. Notice to Allow Exercise by Holder. If (A) the
                  Company shall declare a dividend (or any other distribution)
                  on the Common Stock; (B) the Company shall declare a special
                  nonrecurring cash dividend on or a redemption of the Common
                  Stock; (C) the Company shall authorize the granting to all
                  holders of the Common Stock rights or warrants to subscribe
                  for or purchase any shares of capital stock of any class or of
                  any rights; (D) the approval of any stockholders of the
                  Company shall be required in connection with any
                  reclassification of the Common Stock, any consolidation or
                  merger to which the Company is a party, any sale or transfer
                  of all or substantially all of the assets of the Company, of
                  any compulsory share exchange whereby the Common Stock is
                  converted into other securities, cash or property; (E) the
                  Company shall authorize the voluntary or involuntary
                  dissolution, liquidation or winding up of the affairs of the
                  Company; then, in each case, the Company shall cause to be
                  mailed to the Holder at its last addresses as it shall appear
                  upon the Warrant Register of the Company, at least 20 calendar
                  days prior to the applicable record or effective date
                  hereinafter specified, a notice stating (x) the date on which
                  a record is to be taken for the purpose of such dividend,
                  distribution, redemption, rights or warrants, or if a record
                  is not to be taken, the date as of which the holders of the
                  Common Stock of record to be entitled to such dividend,
                  distributions, redemption, rights or warrants are to be
                  determined or (y) the date on which such reclassification,
                  consolidation, merger, sale, transfer or share exchange is



                                       -7-
<PAGE>

                  expected to become effective or close, and the date as of
                  which it is expected that holders of the Common Stock of
                  record shall be entitled to exchange their shares of the
                  Common Stock for securities, cash or other property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange; provided, that the failure
                  to mail such notice or any defect therein or in the mailing
                  thereof shall not affect the validity of the corporate action
                  required to be specified in such notice. The Holder is
                  entitled to exercise this Warrant during the 20-day period
                  commencing the date of such notice to the effective date of
                  the event triggering such notice.

                  f) Fundamental Transaction. If, at any time while this Warrant
         is outstanding, (A) the Company effects any merger or consolidation of
         the Company with or into another Person, (B) the Company effects any
         sale of all or substantially all of its assets in one or a series of
         related transactions, (C) any tender offer or exchange offer (whether
         by the Company or another Person) is completed pursuant to which
         holders of Common Stock are permitted to tender or exchange their
         shares for other securities, cash or property, or (D) the Company
         effects any reclassification of the Common Stock or any compulsory
         share exchange pursuant to which the Common Stock is effectively
         converted into or exchanged for other securities, cash or property (in
         any such case, a "Fundamental Transaction"), then, upon any subsequent
         conversion of this Warrant, the Holder shall have the right to receive,
         for each Warrant Share that would have been issuable upon such exercise
         absent such Fundamental Transaction, the number of shares of Common
         Stock of the successor or acquiring corporation or of the Company, if
         it is the surviving corporation, and Alternate Consideration receivable
         upon or as a result of such reorganization, reclassification, merger,
         consolidation or disposition of assets by a Holder of the number of
         shares of Common Stock for which this Warrant is exercisable
         immediately prior to such event (the "Alternate Consideration"). For
         purposes of any such exercise, the determination of the Exercise Price
         shall be appropriately adjusted to apply to such Alternate
         Consideration based on the amount of Alternate Consideration issuable
         in respect of one share of Common Stock in such Fundamental
         Transaction, and the Company shall apportion the Exercise Price among
         the Alternate Consideration in a reasonable manner reflecting the
         relative value of any different components of the Alternate
         Consideration. If holders of Common Stock are given any choice as to
         the securities, cash or property to be received in a Fundamental
         Transaction, then the Holder shall be given the same choice as to the
         Alternate Consideration it receives upon any exercise of this Warrant
         following such Fundamental Transaction. To the extent necessary to
         effectuate the foregoing provisions, any successor to the Company or
         surviving entity in such Fundamental Transaction shall issue to the
         Holder a new warrant consistent with the foregoing provisions and
         evidencing the Holder's right to exercise such warrant into Alternate
         Consideration. The terms of any agreement pursuant to which a
         Fundamental Transaction is effected shall include terms requiring any
         such successor or surviving entity to comply with the provisions of
         this paragraph (f) and insuring that this Warrant (or any such
         replacement security) will be similarly adjusted upon any subsequent
         transaction analogous to a Fundamental Transaction.



                                      -8-
<PAGE>

                  g) Exempt Issuance. Notwithstanding the foregoing, no
         adjustments, Alternate Consideration nor notices shall be made, paid or
         issued under this Section 3 in respect of an Exempt Issuance.

                  h) Voluntary Adjustment By Company. The Company may at any
         time during the term of this Warrant reduce the then current Exercise
         Price to any amount and for any period of time deemed appropriate by
         the Board of Directors of the Company.

         Section 4. Transfer of Warrant.

                  a) Transferability. Subject to compliance with any applicable
         securities laws and the conditions set forth in Sections 5(a) and 4(d)
         hereof and to the provisions of Section 4.1 of the Purchase Agreement,
         this Warrant and all rights hereunder are transferable, in whole or in
         part, upon surrender of this Warrant at the principal office of the
         Company, together with a written assignment of this Warrant
         substantially in the form attached hereto duly executed by the Holder
         or its agent or attorney and funds sufficient to pay any transfer taxes
         payable upon the making of such transfer. Upon such surrender and, if
         required, such payment, the Company shall execute and deliver a new
         Warrant or Warrants in the name of the assignee or assignees and in the
         denomination or denominations specified in such instrument of
         assignment, and shall issue to the assignor a new Warrant evidencing
         the portion of this Warrant not so assigned, and this Warrant shall
         promptly be cancelled. A Warrant, if properly assigned, may be
         exercised by a new holder for the purchase of Warrant Shares without
         having a new Warrant issued.

                  b) New Warrants. This Warrant may be divided or combined with
         other Warrants upon presentation hereof at the aforesaid office of the
         Company, together with a written notice specifying the names and
         denominations in which new Warrants are to be issued, signed by the
         Holder or its agent or attorney. Subject to compliance with Section
         4(a), as to any transfer which may be involved in such division or
         combination, the Company shall execute and deliver a new Warrant or
         Warrants in exchange for the Warrant or Warrants to be divided or
         combined in accordance with such notice.

                  c) Warrant Register. The Company shall register this Warrant,
         upon records to be maintained by the Company for that purpose (the
         "Warrant Register"), in the name of the record Holder hereof from time
         to time. The Company may deem and treat the registered Holder of this
         Warrant as the absolute owner hereof for the purpose of any exercise
         hereof or any distribution to the Holder, and for all other purposes,
         absent actual notice to the contrary.

                  d) Transfer Restrictions. If, at the time of the surrender of
         this Warrant in connection with any transfer of this Warrant, the
         transfer of this Warrant shall not be registered pursuant to an
         effective registration statement under the Securities Act and under
         applicable state securities or blue sky laws, the Company may require,
         as a condition of allowing such transfer (i) that the Holder or
         transferee of this Warrant, as the case may be, furnish to the Company
         a written opinion of counsel (which opinion shall be in form, substance
         and scope customary for opinions of counsel in comparable transactions)
         to the effect that such transfer may be made without registration under
         the




                                       -9-
<PAGE>

         Securities Act and under applicable state securities or blue sky laws,
         (ii) that the holder or transferee execute and deliver to the Company
         an investment letter in form and substance acceptable to the Company
         and (iii) that the transferee be an "accredited investor" as defined in
         Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
         Securities Act or a qualified institutional buyer as defined in Rule
         144A(a) under the Securities Act.

         Section 5. Miscellaneous.

                  a) Title to Warrant. Prior to the Termination Date and subject
         to compliance with applicable laws and Section 4 of this Warrant, this
         Warrant and all rights hereunder are transferable, in whole or in part,
         at the office or agency of the Company by the Holder in person or by
         duly authorized attorney, upon surrender of this Warrant together with
         the Assignment Form annexed hereto properly endorsed. The transferee
         shall sign an investment letter in form and substance reasonably
         satisfactory to the Company.

                  b) No Rights as Shareholder Until Exercise. This Warrant does
         not entitle the Holder to any voting rights or other rights as a
         shareholder of the Company prior to the exercise hereof. Upon the
         surrender of this Warrant and the payment of the aggregate Exercise
         Price (or by means of a cashless exercise), the Warrant Shares so
         purchased shall be and be deemed to be issued to such Holder as the
         record owner of such shares as of the close of business on the later of
         the date of such surrender or payment.

                  c) Loss, Theft, Destruction or Mutilation of Warrant. The
         Company covenants that upon receipt by the Company of evidence
         reasonably satisfactory to it of the loss, theft, destruction or
         mutilation of this Warrant or any stock certificate relating to the
         Warrant Shares, and in case of loss, theft or destruction, of indemnity
         or security reasonably satisfactory to it (which, in the case of the
         Warrant, shall not include the posting of any bond), and upon surrender
         and cancellation of such Warrant or stock certificate, if mutilated,
         the Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such cancellation, in lieu of such Warrant
         or stock certificate.

                  d) Saturdays, Sundays, Holidays, etc. If the last or appointed
         day for the taking of any action or the expiration of any right
         required or granted herein shall be a Saturday, Sunday or a legal
         holiday, then such action may be taken or such right may be exercised
         on the next succeeding day not a Saturday, Sunday or legal holiday.

                  e) Authorized Shares.

                           The Company covenants that during the period the
                  Warrant is outstanding, it will reserve from its authorized
                  and unissued Common Stock a sufficient number of shares to
                  provide for the issuance of the Warrant Shares upon the
                  exercise of any purchase rights under this Warrant. The
                  Company further covenants that its issuance of this Warrant
                  shall constitute full authority to its officers who are
                  charged with the duty of executing stock certificates to
                  execute and issue the necessary certificates for the Warrant
                  Shares upon the exercise of the purchase rights under, and in
                  accordance with the terms of, this Warrant. The


                                      -10-
<PAGE>

                  Company will take all such reasonable action as may be
                  necessary to assure that such Warrant Shares may be issued as
                  provided herein without violation of any applicable law or
                  regulation, or of any requirements of the Trading Market upon
                  which the Common Stock may be listed.

                           Except and to the extent as waived or consented to by
                  the Holder, the Company shall not by any action, including,
                  without limitation, amending its certificate of incorporation
                  or through any reorganization, transfer of assets,
                  consolidation, merger, dissolution, issue or sale of
                  securities or any other voluntary action, avoid or seek to
                  avoid the observance or performance of any of the terms of
                  this Warrant, but will at all times in good faith assist in
                  the carrying out of all such terms and in the taking of all
                  such actions as may be necessary or appropriate to protect the
                  rights of Holder as set forth in this Warrant against
                  impairment. Without limiting the generality of the foregoing,
                  the Company will (a) not increase the par value of any Warrant
                  Shares above the amount payable therefor upon such exercise
                  immediately prior to such increase in par value, (b) take all
                  such action as may be necessary or appropriate in order that
                  the Company may validly and legally issue fully paid and
                  nonassessable Warrant Shares upon the exercise of this
                  Warrant, and (c) use commercially reasonable efforts to obtain
                  all such authorizations, exemptions or consents from any
                  public regulatory body having jurisdiction thereof as may be
                  necessary to enable the Company to perform its obligations
                  under this Warrant.

                           Before taking any action which would result in an
                  adjustment in the number of Warrant Shares for which this
                  Warrant is exercisable or in the Exercise Price, the Company
                  shall obtain all such authorizations or exemptions thereof, or
                  consents thereto, as may be necessary from any public
                  regulatory body or bodies having jurisdiction thereof.

                  f) Governing Law. All questions concerning the construction,
         validity, enforcement and interpretation of this Warrant shall be
         governed by and construed and enforced in accordance with the internal
         laws of the State of New York, without regard to the principles of
         conflicts of law thereof. Each party agrees that all legal proceedings
         concerning the interpretations, enforcement and defense of the
         transactions contemplated by this Warrant (whether brought against a
         party hereto or its respective affiliates, directors, officers,
         shareholders, employees or agents) shall be commenced exclusively in
         the state and federal courts sitting in the City of New York. Each
         party hereby irrevocably submits to the exclusive jurisdiction of the
         state and federal courts sitting in the City of New York, borough of
         Manhattan for the adjudication of any dispute hereunder or in
         connection herewith or with any transaction contemplated hereby or
         discussed herein, and hereby irrevocably waives, and agrees not to
         assert in any suit, action or proceeding, any claim that it is not
         personally subject to the jurisdiction of any such court, that such
         suit, action or proceeding is improper or inconvenient venue for such
         proceeding. Each party hereby irrevocably waives personal service of
         process and consents to process being served in any such suit, action
         or proceeding by mailing a copy thereof via registered or certified
         mail or overnight delivery (with evidence of delivery) to such party at
         the address in effect for notices to it under this Warrant and agrees
         that



                                      -11-
<PAGE>

         such service shall constitute good and sufficient service of process
         and notice thereof. Nothing contained herein shall be deemed to limit
         in any way any right to serve process in any manner permitted by law.
         The parties hereby waive, to the fullest extent permitted by applicable
         law, all rights to a trial by jury. If either party shall commence an
         action or proceeding to enforce any provisions of this Warrant, then
         the prevailing party in such action or proceeding shall be reimbursed
         by the other party for its attorneys' fees and other costs and expenses
         incurred with the investigation, preparation and prosecution of such
         action or proceeding.

                  g) Restrictions. The Holder acknowledges that the Warrant
         Shares acquired upon the exercise of this Warrant, if not registered,
         will have restrictions upon resale imposed by state and federal
         securities laws.

                  h) Nonwaiver and Expenses. No course of dealing or any delay
         or failure to exercise any right hereunder on the part of Holder shall
         operate as a waiver of such right or otherwise prejudice Holder's
         rights, powers or remedies, notwithstanding the fact that all rights
         hereunder terminate on the Termination Date. If the Company willfully
         and knowingly fails to comply with any provision of this Warrant, which
         results in any material damages to the Holder, the Company shall pay to
         Holder such amounts as shall be sufficient to cover any costs and
         expenses including, but not limited to, reasonable attorneys' fees,
         including those of appellate proceedings, incurred by Holder in
         collecting any amounts due pursuant hereto or in otherwise enforcing
         any of its rights, powers or remedies hereunder.

                  i) Notices. Any notice, request or other document required or
         permitted to be given or delivered to the Holder by the Company shall
         be delivered in accordance with the notice provisions of the Purchase
         Agreement.

                  j) Limitation of Liability. No provision hereof, in the
         absence of any affirmative action by Holder to exercise this Warrant or
         purchase Warrant Shares, and no enumeration herein of the rights or
         privileges of Holder, shall give rise to any liability of Holder for
         the purchase price of any Common Stock or as a stockholder of the
         Company, whether such liability is asserted by the Company or by
         creditors of the Company.

                  k) Remedies. Holder, in addition to being entitled to exercise
         all rights granted by law, including recovery of damages, will be
         entitled to specific performance of its rights under this Warrant. The
         Company agrees that monetary damages would not be adequate compensation
         for any loss incurred by reason of a breach by it of the provisions of
         this Warrant and hereby agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.

                  l) Successors and Assigns. Subject to applicable securities
         laws, this Warrant and the rights and obligations evidenced hereby
         shall inure to the benefit of and be binding upon the successors of the
         Company and the successors and permitted assigns of Holder. The
         provisions of this Warrant are intended to be for the benefit of all
         Holders from time to time of this Warrant and shall be enforceable by
         any such Holder or holder of Warrant Shares.



                                      -12-
<PAGE>

                  m) Amendment. This Warrant may be modified or amended or the
         provisions hereof waived with the written consent of the Company and
         the Holder.

                  n) Severability. Wherever possible, each provision of this
         Warrant shall be interpreted in such manner as to be effective and
         valid under applicable law, but if any provision of this Warrant shall
         be prohibited by or invalid under applicable law, such provision shall
         be ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

                  o) Headings. The headings used in this Warrant are for the
         convenience of reference only and shall not, for any purpose, be deemed
         a part of this Warrant.


                              ********************



                                      -13-

<PAGE>




         IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.


Dated:  January 26, 2005

                                           POWER 3 MEDICAL PRODUCTS, INC.


                                           By:
                                                -------------------------------
                                           Name:  Steven B. Rash
                                           Title: Chief Executive Officer





                                      -14-
<PAGE>




                               NOTICE OF EXERCISE

TO: POWER 3 MEDICAL PRODUCTS, INC.

         (1) The undersigned hereby elects to purchase ________ Warrant Shares
of the Company pursuant to the terms of the attached Warrant (only if exercised
in full), and tenders herewith payment of the exercise price in full, together
with all applicable transfer taxes, if any.

         (2) Payment shall take the form of (check applicable box):

                           [ ] in lawful money of the United States; or

                           [ ] the cancellation of such number of Warrant Shares
                           as is necessary, in accordance with the formula set
                           forth in subsection 2(c), to exercise this Warrant
                           with respect to the maximum number of Warrant Shares
                           purchasable pursuant to the cashless exercise
                           procedure set forth in subsection 2(c).

         (3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:

                           -------------------------------------

The Warrant Shares shall be delivered to the following:

                           -------------------------------------

                           -------------------------------------

                           -------------------------------------

         (4) Accredited Investor. The undersigned is an "accredited investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
amended.

                                            [PURCHASER]


                                             By:
                                                 ------------------------------
                                                 Name:
                                                 Title:

                                             Dated:
                                                   ----------------------------



<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



         FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to


_______________________________________________ whose address is

_____________________________________________________________________________.



_____________________________________________________________________________


                                     Dated:  ____________, _____


                                     Holder's Signature: _______________________

                                     Holder's Address:    ______________________

                                                         _______________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.



<PAGE>





                                   SCHEDULE TO
                      FORM OF COMMON STOCK PURCHASE WARRANT

         The Company has issued Common Stock Purchase Warrants to the following
listed holders. The terms of the Common Stock Purchase Warrants are identical
except for the name of the holder and the number of shares of the Company's
Common Stock issuable upon exercise of the warrant.

<Table>
<Caption>
                  HOLDER                          NUMBER OF WARRANT SHARES
                  ------                          ------------------------
<S>                                               <C>
Cityplatz Limited                                            41,667
Crestview Capital Master, LLC                               125,000
Gryphon Master Fund L.P.                                     83,333
GSSF Master Fund, LP                                         83,333
</Table>