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                                                                     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 the fifth anniversary of the Initial
Exercise Date (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 (the "Purchase Agreement"), dated October 28, 2004, among the Company
and the purchasers signatory thereto.

      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

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      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, 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

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      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 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

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                  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 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

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                  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 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

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<PAGE>

                  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 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

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      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 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.

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                        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
                  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

                                        8
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      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.

            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

                                        9
<PAGE>

      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 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

                                       10
<PAGE>

      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 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,

                                       11
<PAGE>

            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 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

                                       12
<PAGE>

      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.

                                       13
<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.

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

                                       14
<PAGE>

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

Dated: October __, 2004

                                        POWER 3 MEDICAL PRODUCTS, INC.

                                        By:_____________________________________
                                           Name:
                                           Title:

                                       15
<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>
        Bach Farms LLC                                                                      4,167
        Cityplatz Limited                                                                 125,000
        Crescent International Ltd.                                                       500,000
        Crestview Capital Master, LLC                                                     375,000
        DKR SoundShore Oasis Holding Fund Ltd.                                            125,000
        Gryphon Master Fund L.P.                                                          250,000
        GSSF Master Fund, LP                                                              250,000
        Mohawk Funding                                                                     25,000
        Omicron Master Trust                                                              250,000
        Otape Investments LLC                                                             250,000
        Platinum Partners Value Arbitrage Fund L.P.                                       208,333
        Richard Molinsky                                                                   75,000
        Sage Capital Investments Limited                                                   62,500
</TABLE>