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                                                                   EXHIBIT 10.01

                                                                  Execution Copy

                          SECURITIES PURCHASE AGREEMENT

      This Securities Purchase Agreement (this "Agreement") is dated as of
October 28, 2004, among Power 3 Medical Products, Inc., a New York corporation
(the "Company"), and each purchaser identified on the signature pages hereto
(each, including its successors and assigns, a "Purchaser" and collectively the
"Purchasers").

      WHEREAS, subject to the terms and conditions set forth in this Agreement
and pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder, the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase from the Company, securities of the Company as more fully
described in this Agreement.

      NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this
Agreement, and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the Company and each Purchaser agrees
as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      1.1 Definitions. In addition to the terms defined elsewhere in this
Agreement: (a) capitalized terms that are not otherwise defined herein have the
meanings given to such terms in the Debentures (as defined herein), and (b) the
following terms have the meanings indicated in this Section 1.1:

            "Action" shall have the meaning ascribed to such term in Section
      3.1(j).

            "Additional Investment Right" means the Additional Investment Rights
      as described in Section 2.2(a)(iv), in the form of Exhibit E attached
      hereto.

            "Additional Investment Right Securities" means the Debentures
      issuable upon exercise of the Additional Investment Right.

            "Additional Investment Right Shares" means the shares of Common
      Stock issuable upon conversion of the Additional Investment Right
      Securities.

            "Affiliate" means, with respect to any Person, any other Person
      that, directly or indirectly through one or more intermediaries, controls
      or is controlled by or is under common control with such first Person, as
      such terms are used in and construed under Rule 144 under the Securities
      Act. With respect to a Purchaser, any investment fund or managed account
      that is managed on a discretionary basis by the same investment manager as
      such Purchaser will be deemed to be an Affiliate of such Purchaser.

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

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            "Closing Price" means on any particular date (a) the daily volume
      weighted average price per share of Common Stock on such date (or the
      nearest preceding date) on the Trading Market as reported by Bloomberg
      Financial L.P. (based on a Trading Day from 9:30 a.m. Eastern Time to 4:02
      p.m. Eastern Time) using the VAP function, or (b) if the Common Stock is
      not then listed or quoted on the Trading Market and if prices for the
      Common Stock are then reported in the "pink sheets" published by Pink
      Sheets LLC (or a similar organization or agency succeeding to its
      functions of reporting prices), the most recent bid price per share of the
      Common Stock so reported, or (c) if the shares of Common Stock are not
      then publicly traded the fair market value of a share of Common Stock as
      determined by a nationally-recognized independent appraiser selected in
      good faith by the Purchasers of a majority in interest of the principal
      amount of Debentures then outstanding and reasonably acceptable to the
      Company.

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

            "Commission" means the Securities and Exchange Commission.

            "Common Stock" means the common stock of the Company, par value
      $0.001 per share, and any securities into which such common stock shall
      hereinafter have been reclassified into.

            "Common Stock Equivalents" means any securities of the Company or
      the Subsidiaries which would entitle the holder thereof to acquire at any
      time Common Stock, including without limitation, any debt, preferred
      stock, rights, options, warrants or other instrument that is at any time
      convertible into or exchangeable for, or otherwise entitles the holder
      thereof to receive, Common Stock.

            "Company Counsel" means Andrews Kurth LLP.

            "Conversion Price" shall have the meaning ascribed to such term in
      the Debentures.

            "Debentures" means, the Convertible Debentures due, subject to the
      terms therein, 3 years from their date of issuance, issued by the Company
      to the Purchasers hereunder, in the form of Exhibit A.

            "Disclosure Letter" shall have the meaning ascribed to such term in
      Section 3.1 hereof.

            "Effective Date" means the date that the initial Registration
      Statement filed by the Company pursuant to the Registration Rights
      Agreement is first declared effective by the Commission.

            "Exchange Act" means the Securities Exchange Act of 1934, as
      amended.

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            "Exempt Issuance" means the issuance of (a) shares of Common Stock
      or options to employees, officers or directors of the Company pursuant to
      any stock or option plan duly adopted by the Board of Directors of the
      Company or a designated committee thereof, (b) securities upon the
      exercise of or conversion of any securities issued hereunder, convertible
      securities, options or warrants issued and outstanding on the date of this
      Agreement, provided that such securities have not been amended since the
      date of this Agreement to increase the number of such securities (except
      for adjustments for stock splits, stock dividends or other similar
      transactions), (c) securities issued pursuant to acquisitions or strategic
      transactions, provided any such issuance shall only be to a Person which
      is, itself or through its subsidiaries, an operating company in a business
      synergistic with the business of the Company and in which the Company
      receives benefits in addition to the investment of funds, but shall not
      include a transaction in which the Company is issuing securities primarily
      for the purpose of raising capital or to an entity whose primary business
      is investing in securities, and (d) securities having an initial issue
      price of at least $20 million and which are issued for cash in a firm
      commitment underwritten registered public offering and (e) securities
      issued in a stock dividend or similar transaction, relating to the
      spin-off and related distribution of the securities of the Company's
      wholly-owned subsidiary, Power3 Medical, Inc. ("Power3 Subsidiary").

            "First Closing" shall have the meaning ascribed to such term in
      Section 2.1 hereof.

            "First Closing Date" means the date of the First Closing.

            "GAAP" shall have the meaning ascribed to such term in Section
      3.1(h) hereof.

            "Liens" means a lien, charge, security interest, encumbrance, right
      of first refusal, preemptive right or other restriction.

            "Market Price" means the average of the 5 consecutive Closing Prices
      immediately prior to October 26, 2004, subject to adjustment for reverse
      and forward stock splits, stock dividends, stock combinations and other
      similar transactions of the Common Stock that occur after the date hereof
      and prior to the time as of which the Market Price is determined.

            "Material Adverse Effect" shall have the meaning assigned to such
      term in Section 3.1(b) hereof.

            "Material Permits" shall have the meaning ascribed to such term in
      Section 3.1(m).

            "Person" means an individual or corporation, partnership, trust,
      incorporated or unincorporated association, joint venture, limited
      liability company, joint stock company, government (or an agency or
      subdivision thereof) or other entity of any kind.

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            "Proceeding" means an action, claim, suit, investigation or
      proceeding (including, without limitation, an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "Registration Rights Agreement" means the Registration Rights
      Agreement, dated the date hereof, among the Company and the Purchasers, in
      the form of Exhibit B attached hereto.

            "Registration Statement" means a registration statement meeting the
      requirements set forth in the Registration Rights Agreement and covering
      the resale of the Underlying Shares by each Purchaser as provided for in
      the Registration Rights Agreement.

            "Required Approvals" shall have the meaning ascribed to such term in
      Section 3.1(e).

            "Required Minimum" means, as of any date, the maximum aggregate
      number of shares of Common Stock then issued or potentially issuable in
      the future pursuant to the Transaction Documents, including any Underlying
      Shares issuable upon exercise or conversion in full of all Warrants,
      Debentures and Additional Investment Right Securities, ignoring any
      conversion or exercise limits set forth therein, and assuming that the
      Warrant exercise price, Conversion Price and the conversion price of the
      Additional Investment Rights Securities is at all times on and after the
      date of determination 75% of the then Warrant exercise price, Conversion
      Price or such conversion price, as the case may be, on the Trading Day
      immediately prior to the date of determination.

            "Rule 144" means Rule 144 promulgated by the Commission pursuant to
      the Securities Act, as such Rule may be amended from time to time, or any
      similar rule or regulation hereafter adopted by the Commission having
      substantially the same effect as such Rule.

            "SEC Reports" shall have the meaning ascribed to such term in
      Section 3.1(h) hereof.

            "Second Closing" shall have the meaning ascribed to such term in
      Section 2.1 hereof.

            "Second Closing Date" means the date of the Second Closing.

            "Securities" means the Debentures, the Warrants, the Warrant Shares,
      the Underlying Shares, the Additional Investment Right Securities and the
      Additional Investment Right Shares.

            "Securities Act" means the Securities Act of 1933, as amended.

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

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            "Subsequent Financing" shall have the meaning ascribed to such term
      in Section 4.13.

            "Subsidiary" means any subsidiary of the Company as set forth on
      Schedule 3.1(a).

            "Trading Day" means a day on which the Common Stock is traded on a
      Trading Market.

            "Trading Market" means the following markets or exchanges on which
      the Common Stock is listed or quoted for trading on the date in question:
      the Nasdaq SmallCap Market, the American Stock Exchange, the New York
      Stock Exchange, the Nasdaq National Market or the OTC Bulletin Board.

            "Transaction Documents" means this Agreement, the Debentures, the
      Warrants, the Registration Rights Agreement, the Additional Investment
      Rights and any other documents or agreements executed in connection with
      the transactions contemplated hereunder.

            "Underlying Shares" means the shares of Common Stock issuable upon
      conversion of the Debentures, the Warrant Shares and the Additional
      Investment Right Shares.

            "Warrants" means collectively the Common Stock purchase warrants, in
      the form of Exhibit C delivered to the Purchasers at the First Closing in
      accordance with Section 2.2(a) hereof, which Warrants shall be exercisable
      immediately and have a term of exercise equal to 5 years.

            "Warrant Shares" means the shares of Common Stock issuable upon
      exercise of the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

      2.1 Closing. The Company agrees to sell, and each Purchaser agrees,
severally and not jointly, to purchase the respective principal amounts of the
Debentures set forth below its name on the signature pages hereto. The Closings
shall take place in two stages as set forth below (respectively, the "First
Closing" and the "Second Closing"). Upon satisfaction of the conditions set
forth in Section 2.2, each Closing shall occur at the offices of the Company, or
such other location as the parties shall mutually agree.

            (a) First Closing. The First Closing shall be for $1,000,000
aggregate principal amount of Debentures, and shall occur within 5 Trading Days
of the date hereof.

            (b) Second Closing. The Second Closing shall be for $2,000,000
aggregate principal amount of Debentures, and shall occur on or before the 5th
Trading Day following the Effective Date.

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      2.2 Deliveries.

            (a) At or prior to each Closing, unless otherwise indicated below,
the Company shall deliver or cause to be delivered to each Purchaser the
following:

                  (i) on the First Closing Date, this Agreement duly executed by
the Company;

                  (ii) a Debenture with a principal amount equal to such
Purchaser's Subscription Amount as to the applicable Closing, registered in the
name of such Purchaser;

                  (iii) on the First Closing Date, a Warrant registered in the
name of such Purchaser to purchase up to a number of shares of Common Stock
equal to 100% of such Purchaser's Subscription Amounts for the First Closing and
the Second Closing divided by the Market Price, with an exercise price equal to
$1.44, subject to adjustment therein;

                  (iv) on the First Closing Date, a copy of an Additional
Investment Right, registered in the name of such Purchaser, pursuant to which
such Purchaser shall have the right to purchase up to such Purchaser's pro rata
share (based on the principal amount of Debentures purchased and to be purchased
hereunder) of $2,500,000 of debentures in the form of the Debentures except that
the conversion price thereof shall be equal to $1.08, subject to adjustment for
reverse and forward stock splits, stock dividends, stock combinations and other
similar transactions of the Common Stock that occur after the date of this
Agreement ("AIR Conversion Price");

                  (v) on the First Closing Date, the Registration Rights
Agreement duly executed by the Company; and

                  (vi) on the First Closing Date, a legal opinion of Company
Counsel.

            (b) At or prior to each Closing, unless otherwise indicated below,
each Purchaser shall deliver or cause to be delivered to the Company the
following:

                  (i) on the First Closing Date, this Agreement duly executed by
such Purchaser;

                  (ii) such Purchaser's Subscription Amount, as to the
applicable Closing, by wire transfer to the account as specified in writing by
the Company; and

                  (iii) on the First Closing Date, the Registration Rights
Agreement duly executed by such Purchaser.

      2.3 Closing Conditions.

            (a) The obligations of the Company hereunder in connection with each
Closing are subject to the following conditions being met:

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                  (i) the accuracy in all material respects when made and on
each Closing Date of the representations and warranties of the Purchasers
contained herein;

                  (ii) all obligations, covenants and agreements of the
Purchasers required to be performed at or prior to each Closing Date shall have
been performed; and

                  (iii) the delivery by the Purchasers of the items set forth in
Section 2.2(b) of this Agreement.

            (b) The respective obligations of the Purchasers hereunder in
connection with the Closings are subject to the following conditions being met:

                  (i) the accuracy in all material respects on each Closing Date
of the representations and warranties of the Company contained herein;

                  (ii) all obligations, covenants and agreements of the Company
required to be performed at or prior to each Closing Date shall have been
performed;

                  (iii) the delivery by the Company of the items set forth in
Section 2.2(a) of this Agreement;

                  (iv) there shall have been no Material Adverse Effect with
respect to the Company since, for the First Closing, the date hereof, and as to
the Second Closing, since the First Closing Date; and

                  (v) from the date hereof to such Closing Date, trading in the
Common Stock shall not have been suspended by the Commission (except for any
suspension of trading of limited duration agreed to by the Company, which
suspension shall be terminated prior to each Closing), and, at any time prior to
each Closing Date, trading in securities generally as reported by Bloomberg
Financial Markets shall not have been suspended or limited, or minimum prices
shall not have been established on securities whose trades are reported by such
service, or on any Trading Market, nor shall a banking moratorium have been
declared either by the United States or New York State authorities nor shall
there have occurred any material outbreak or escalation of hostilities or other
national or international calamity of such magnitude in its effect on, or any
material adverse change in, any financial market which, in each case, in the
reasonable judgment of each Purchaser, makes it impracticable or inadvisable to
purchase the Debentures at each Closing.

            (c) As to the Second Closing only, the Company shall have filed with
the Commission the Registration Statement registering the resale of all of the
Underlying Shares and, on or before the 4-month anniversary of the date hereof,
such Registration Statement shall have been declared effective by the Commission
as to all such securities and been maintained effective since such date.

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                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of the Company. Except as set forth in
the disclosure letter delivered to the Purchasers concurrently herewith (the
"Disclosure Letter"), which may or may not be expressly referred to in the
following representations and warranties, the Company hereby makes the
representations and warranties set forth below to each Purchaser. All references
to Schedules herein shall refer to the corresponding section of the Disclosure
Letter.

            (a) Subsidiaries. All of the direct and indirect subsidiaries of the
Company are set forth on Schedule 3.1(a). The Company owns, directly or
indirectly, all of the capital stock or other equity interests of each
Subsidiary free and clear of any Liens, and all the issued and outstanding
shares of capital stock of each Subsidiary are validly issued and are fully
paid, non-assessable and free of preemptive and similar rights to subscribe for
or purchase securities. If the Company has no subsidiaries, then references in
the Transaction Documents to the Subsidiaries will be disregarded.

            (b) Organization and Qualification. Each of the Company and the
Subsidiaries is an entity duly incorporated or otherwise organized, validly
existing and in good standing under the laws of the jurisdiction of its
incorporation or organization (as applicable), with the requisite power and
authority to own and use its properties and assets and to carry on its business
as currently conducted. Neither the Company nor any Subsidiary is in violation
or default of any of the provisions of its respective certificate or articles of
incorporation, bylaws or other organizational or charter documents. Each of the
Company and the Subsidiaries is duly qualified to conduct business and is in
good standing as a foreign corporation or other entity in each jurisdiction in
which the nature of the business conducted or property owned by it makes such
qualification necessary, except where the failure to be so qualified or in good
standing, as the case may be, could not have or reasonably be expected to result
in (i) a material adverse effect on the legality, validity or enforceability of
any Transaction Document, (ii) a material adverse effect on the results of
operations, assets, business, prospects or financial condition of the Company
and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on
the Company's ability to perform in any material respect on a timely basis its
obligations under any Transaction Document (any of (i), (ii) or (iii), a
"Material Adverse Effect") and no Proceeding has been instituted in any such
jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or
curtail such power and authority or qualification.

            (c) Authorization; Enforcement. The Company has the requisite
corporate power and authority to enter into and to consummate the transactions
contemplated by each of the Transaction Documents and otherwise to carry out its
obligations thereunder. The execution and delivery of each of the Transaction
Documents by the Company and the consummation by it of the transactions
contemplated thereby have been duly authorized by all necessary corporate action
on the part of the Company and no further action is required by the Company in
connection therewith other than in connection with the Required Approvals. Each
Transaction Document has been (or upon delivery will have been) duly executed by
the Company and, when delivered in accordance with the terms hereof, will
constitute the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms except (i) as limited

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by applicable bankruptcy, insolvency, reorganization, moratorium and other laws
of general application affecting enforcement of creditors' rights generally,
(ii) as limited by laws relating to the availability of specific performance,
injunctive relief or other equitable remedies, and (iii) insofar as
indemnification and contribution provisions may be limited by applicable law.

            (d) No Conflicts. The execution, delivery and performance of the
Transaction Documents by the Company and the consummation by the Company of the
other transactions contemplated thereby do not and will not: (i) conflict with
or violate any provision of the Company's or any Subsidiary's certificate or
articles of incorporation, bylaws or other organizational or charter documents,
or (ii) conflict with, or constitute a default (or an event that with notice or
lapse of time or both would become a default) under, result in the creation of
any Lien upon any of the properties or assets of the Company or any Subsidiary,
or give to others any rights of termination, amendment, acceleration or
cancellation (with or without notice, lapse of time or both) of, any agreement,
credit facility, debt or other instrument (evidencing a Company or Subsidiary
debt or otherwise) or other understanding to which the Company or any Subsidiary
is a party or by which any property or asset of the Company or any Subsidiary is
bound or affected, or (iii) subject to the Required Approvals, conflict with or
result in a violation of any law, rule, regulation, order, judgment, injunction,
decree or other restriction of any court or governmental authority to which the
Company or a Subsidiary is subject (including federal and state securities laws
and regulations), or by which any property or asset of the Company or a
Subsidiary is bound or affected; except in the case of each of clauses (ii) and
(iii), such as could not have or reasonably be expected to result in a Material
Adverse Effect.

            (e) Filings, Consents and Approvals. The Company is not required to
obtain any consent, waiver, authorization or order of, give any notice to, or
make any filing or registration with, any court or other federal, state, local
or other governmental authority or other Person in connection with the
execution, delivery and performance by the Company of the Transaction Documents,
other than (i) filings required pursuant to Section 4.6, (ii) the filing with
the Commission of the Registration Statement, (iii) the notice and/or
application(s) to each applicable Trading Market for the issuance and sale of
the Debentures and Warrants, the Additional Investment Rights, the Additional
Investment Right Securities and the listing of the Underlying Shares for trading
thereon in the time and manner required thereby and (iv) the filing of Form D
with the Commission and such filings as are required to be made under applicable
state securities laws (collectively, the "Required Approvals"), except for any
consent, approval or authorization the failure of which to obtain and for any
filing or registration the failure of which to make would not have or reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect.

            (f) Issuance of the Securities. The Securities are duly authorized
and, when issued and paid for in accordance with the applicable Transaction
Documents, will be duly and validly issued, fully paid and nonassessable, free
and clear of all Liens imposed by the Company other than restrictions on
transfer provided for in the Transaction Documents or applicable law. The
Underlying Shares, when issued in accordance with the terms of the Transaction
Documents, will be validly issued, fully paid and nonassessable, free and clear
of all Liens imposed by the Company other than restrictions on transfer provided
for in the Transaction Documents or applicable law. The Company has reserved
from its duly authorized capital stock a number of shares of Common Stock for
issuance of the Underlying Shares at least equal to the

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Required Minimum on the date hereof. The Company has not, and to the knowledge
of the Company, no Affiliate of the Company has sold, offered for sale or
solicited offers to buy or otherwise negotiated in respect of any security (as
defined in Section 2 of the Securities Act) that would be integrated with the
offer or sale of the Securities in a manner that would require the registration
under the Securities Act of the sale of the Securities to the Purchasers, or
that would be integrated with the offer or sale of the Securities for purposes
of the rules and regulations of any Trading Market.

            (g) Capitalization. The capitalization of the Company is as
described in Schedule 3.1(g). The Company has not issued any capital stock since
June 30, 2004 other than pursuant to the exercise of employee stock options
under the Company's stock option plans, the issuance of shares of Common Stock
to employees pursuant to the Company's employee stock purchase plan and pursuant
to the conversion or exercise of outstanding Common Stock Equivalents. No Person
has any right of first refusal, preemptive right, right of participation, or any
similar right to participate in the transactions contemplated by the Transaction
Documents. Except as a result of the purchase and sale of the Securities, there
are no outstanding options, warrants, scrip rights to subscribe to, calls or
commitments of any character whatsoever relating to, or securities, rights or
obligations convertible into or exchangeable for, or giving any Person any right
to subscribe for or acquire, any shares of Common Stock, or contracts,
commitments, understandings or arrangements by which the Company or any
Subsidiary is or may become bound to issue additional shares of Common Stock, or
securities or rights convertible or exchangeable into shares of Common Stock.
The issuance and sale of the Securities will not obligate the Company to issue
shares of Common Stock or other securities to any Person (other than the
Purchasers) and will not result in a right of any holder of Company securities
to adjust the exercise, conversion, exchange or reset price under such
securities. All of the outstanding shares of capital stock of the Company are
validly issued, fully paid and nonassessable, have been issued in compliance
with all federal and state securities laws, and none of such outstanding shares
was issued in violation of any preemptive rights or similar rights to subscribe
for or purchase securities. No further approval or authorization of any
stockholder or the Board of Directors of the Company is required for the
issuance and sale of the Securities. Except as disclosed in the SEC Reports,
there are no stockholders agreements, voting agreements or other similar
agreements with respect to the Company's capital stock to which the Company is a
party or, to the knowledge of the Company, between or among any of the Company's
stockholders.

            (h) SEC Reports; Financial Statements. The Company has filed all
reports required to be filed by it under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years
preceding the date hereof (or such shorter period as the Company was required by
law to file such material) (the foregoing materials, including the exhibits
thereto, being collectively referred to herein as the "SEC Reports") on a timely
basis or has received a valid extension of such time of filing and has filed any
such SEC Reports prior to the expiration of any such extension. As of their
respective dates, the SEC Reports complied in all material respects with the
requirements of the Securities Act and the Exchange Act and the rules and
regulations of the Commission promulgated thereunder, and none of the SEC
Reports, when filed, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading except for such statements, if any, as have been
modified or superseded by subsequent filings with the Commission prior to the
date

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hereof. The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial statements have been prepared in accordance with
United States generally accepted accounting principles applied on a consistent
basis during the periods involved ("GAAP"), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited
financial statements may not contain all footnotes required by GAAP, and fairly
present in all material respects the financial position of the Company and its
consolidated subsidiaries as of and for the dates thereof and the results of
operations and cash flows for the periods then ended, subject, in the case of
unaudited statements, to normal, immaterial, year-end audit adjustments.

            (i) Material Changes. Since the date of the latest audited financial
statements included within the SEC Reports, except as specifically disclosed in
the SEC Reports, (i) there has been no event, occurrence or development that has
had or that could reasonably be expected to result in a Material Adverse Effect,
(ii) the Company has not incurred any liabilities (contingent or otherwise)
other than (A) trade payables and accrued expenses incurred in the ordinary
course of business consistent with past practice and (B) liabilities not
required to be reflected in the Company's financial statements pursuant to GAAP
or required to be disclosed in filings made with the Commission, (iii) the
Company has not altered its method of accounting, (iv) the Company has not
declared or made any dividend or distribution of cash or other property to its
stockholders or purchased, redeemed or made any agreements to purchase or redeem
any shares of its capital stock and (v) the Company has not issued any equity
securities to any officer, director or Affiliate, except pursuant to existing
Company stock option plans. The Company does not have pending before the
Commission any request for confidential treatment of information.

            (j) Litigation. There is no action, suit, inquiry, notice of
violation, proceeding or investigation pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its properties
before or by any court, arbitrator, governmental or administrative agency or
regulatory authority (federal, state, county, local or foreign) (collectively,
an "Action") which (i) adversely affects or challenges the legality, validity or
enforceability of any of the Transaction Documents or the Securities or (ii)
could, if there were an unfavorable decision, have or reasonably be expected to
result in a Material Adverse Effect. Neither the Company nor any director or
officer thereof (in his capacity as such), is or has been the subject of any
Action involving a claim of violation of or liability under federal or state
securities laws or a claim of breach of fiduciary duty. There has not been, and
to the knowledge of the Company, there is not pending or contemplated, any
investigation by the Commission involving the Company or any current or former
director or officer (in his capacity as such) of the Company. The Commission has
not issued any stop order or other order suspending the effectiveness of any
registration statement filed by the Company or any Subsidiary under the Exchange
Act or the Securities Act.

            (k) Labor Relations. No material labor dispute exists or, to the
knowledge of the Company, is imminent with respect to any of the employees of
the Company which could reasonably be expected to result in a Material Adverse
Effect.

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            (l) Compliance. The Company (i) is not in default under or in
violation of (and no event has occurred that has not been waived that, with
notice or lapse of time or both, would result in a default by the Company or any
Subsidiary under), nor has the Company or any Subsidiary received notice of a
claim that it is in default under or that it is in violation of, any indenture,
loan or credit agreement or any other agreement or instrument to which it is a
party or by which it or any of its properties is bound (whether or not such
default or violation has been waived), (ii) is not in violation of any order of
any court, arbitrator or governmental body, or (iii) is not nor has been in
violation of any statute, rule or regulation of any governmental authority,
including without limitation all foreign, federal, state and local laws
applicable to its business except in each case as could not have a Material
Adverse Effect.

            (m) Regulatory Permits. The Company possesses all certificates,
authorizations and permits issued by the appropriate federal, state, local or
foreign regulatory authorities necessary to conduct its business as described in
the SEC Reports, except where the failure to possess such permits could not have
or reasonably be expected to result in a Material Adverse Effect ("Material
Permits"), and the Company has not received any notice of proceedings relating
to the revocation or modification of any Material Permit.

            (n) Title to Assets. The Company has good and marketable title in
fee simple to all real property owned by it that is material to the business of
the Company and good and valid title in all personal property owned by it that
is material to the business of the Company, in each case free and clear of all
Liens, except for Liens as do not materially affect the value of such property
and do not materially interfere with the use made and proposed to be made of
such property by the Company and Liens for the payment of federal, state or
other taxes, the payment of which is neither delinquent nor subject to
penalties. Any real property and facilities held under lease by the Company are
held by it under valid, subsisting and enforceable leases of which the Company
is in compliance, except as could not, individually or in the aggregate, have or
reasonably be expected to result in a Material Adverse Effect.

            (o) Patents and Trademarks. The Company has, or has rights to use,
all patents, patent applications, trademarks, trademark applications, service
marks, trade names, copyrights, licenses and other similar rights necessary or
material for use in connection with its business as described in the SEC Reports
and which the failure to so have could have a Material Adverse Effect
(collectively, the "Intellectual Property Rights"). The Company has not received
a written notice that the Intellectual Property Rights used by the Company
violates or infringes upon the rights of any Person. To the knowledge of the
Company, all such Intellectual Property Rights are enforceable and there is no
existing infringement by another Person of any of the Intellectual Property
Rights of others.

            (p) Insurance. The Company is insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which the Company and the
Subsidiaries are engaged. To the best of Company's knowledge, such insurance
contracts and policies are accurate and complete. The Company has no reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage expires or to obtain similar coverage from similar insurers
as may be necessary to continue its business without a significant increase in
cost.

                                       12
<PAGE>

            (q) Transactions With Affiliates and Employees. Except as set forth
in the SEC Reports, none of the officers or directors of the Company and, to the
knowledge of the Company, none of the employees of the Company is presently a
party to any transaction with the Company or any Subsidiary (other than for
services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Company, any entity in which any officer, director, or any such
employee has a substantial interest or is an officer, director, trustee or
partner, in each case in excess of $60,000 other than (i) for payment of salary,
consulting fees or director fees for services rendered, (ii) reimbursement for
expenses incurred on behalf of the Company and (iii) for other employee
benefits, including stock option agreements under any stock option plan of the
Company.

            (r) Sarbanes-Oxley; Internal Accounting Controls. The Company is in
material compliance with all provisions of the Sarbanes-Oxley Act of 2002 which
are currently applicable to it. The Company and the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with GAAP and to
maintain asset accountability, (iii) access to assets is permitted only in
accordance with management's general or specific authorization, and (iv) the
recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences. The Company has established disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its Subsidiaries, is made known
to the certifying officers by others within those entities, particularly during
the period in which the Company's most recently filed periodic report under the
Exchange Act, as the case may be, is being prepared. The Company's certifying
officers have evaluated the effectiveness of the Company's controls and
procedures as of the date prior to the filing date of the most recently filed
periodic report under the Exchange Act (such date, the "Evaluation Date"). The
Company presented in its most recently filed periodic report under the Exchange
Act the conclusions of the certifying officers about the effectiveness of the
disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant
changes in the Company's internal controls or, to the Company's knowledge, in
other factors that could significantly affect the Company's internal controls.

            (s) Certain Fees. No brokerage or finder's fees or commissions are
or will be payable by the Company to any broker, financial advisor or
consultant, finder, placement agent, investment banker, bank or other Person
with respect to the transactions contemplated by this Agreement. The Purchasers
shall have no obligation with respect to any fees or with respect to any claims
(other than pursuant to an agreement entered by such Purchaser for which such
fees or claims shall be the sole responsibility of the Purchaser) made by or on
behalf of other Persons for fees of a type contemplated in this Section that may
be due in connection with the transactions contemplated by this Agreement.

                                       13
<PAGE>

            (t) Private Placement. Assuming the accuracy of the Purchasers'
representations and warranties set forth in Section 3.2, no registration under
the Securities Act is required for the offer and sale of the Securities by the
Company to the Purchasers as contemplated hereby. The issuance and sale of the
Securities hereunder does not contravene the rules and regulations of the
Trading Market.

            (u) Investment Company. The Company is not, and is not an Affiliate
of, and immediately after receipt of payment for the Securities, will not be or
be an Affiliate of, an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. The Company shall conduct its business in a
manner so that it will not become subject to the Investment Company Act.

            (v) Registration Rights. Except as set forth in Schedule 3.1(v) and
except for the registration rights granted to the Purchasers pursuant to the
Registration Statement, no Person has any right to cause the Company to effect
the registration under the Securities Act of any securities of the Company.

            (w) Listing and Maintenance Requirements. The Company's Common Stock
is registered pursuant to Section 12(g) of the Exchange Act, and the Company has
taken no action designed to, or which to its knowledge is likely to have the
effect of, terminating the registration of the Common Stock under the Exchange
Act nor has the Company received any notification that the Commission is
contemplating terminating such registration. The Company has not, in the 12
months preceding the date hereof, received notice from any Trading Market on
which the Common Stock is or has been listed or quoted to the effect that the
Company is not in compliance with the listing or maintenance requirements of
such Trading Market. The Company is, and has no reason to believe that it will
not in the foreseeable future continue to be, in compliance with all such
listing and maintenance requirements.

            (x) Application of Takeover Protections. The Company and its Board
of Directors have taken all necessary action, if any, in order to render
inapplicable any control share acquisition, business combination, poison pill
(including any distribution under a rights agreement) or other similar
anti-takeover provision under the Company's Certificate of Incorporation (or
similar charter documents) or the laws of its state of incorporation that is or
could become applicable to the Purchasers as a result of the Purchasers and the
Company fulfilling their obligations or exercising their rights under the
Transaction Documents, including without limitation as a result of the Company's
issuance of the Securities and the Purchasers' ownership of the Securities.

            (y) Disclosure. The Company confirms that except for the Disclosure
Letter provided to the Purchasers, neither it nor any other Person acting on its
behalf has provided any of the Purchasers or their agents or counsel with any
information that constitutes or might constitute material, nonpublic
information. The Company understands and confirms that the Purchasers will rely
on the foregoing representations and covenants in effecting transactions in
securities of the Company. All written materials provided to the Purchasers
regarding the Company, its business and the transactions contemplated hereby,
including the Disclosure Letter, furnished by or on behalf of the Company with
respect to the representations and warranties made herein are true and correct
with respect to such representations and warranties and do not

                                       14
<PAGE>

contain any untrue statement of a material fact or omit to state any material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Company
acknowledges and agrees that no Purchaser makes or has made any representations
or warranties with respect to the transactions contemplated hereby other than
those specifically set forth in Section 3.2 hereof.

            (z) No Integrated Offering. Neither the Company, nor, to the
Company's knowledge, any of its affiliates nor other Person acting on its behalf
has, directly or indirectly, made any offers or sales of any security or
solicited any offers to buy any security, under circumstances that would cause
this offering of the Securities to be integrated with prior offerings by the
Company for purposes of the Securities Act or any applicable shareholder
approval provisions, including, without limitation, under the rules and
regulations of any exchange or automated quotation system on which any of the
securities of the Company are listed or designated.

            (aa) Solvency. Based on the financial condition of the Company as of
each Closing Date after giving effect to the receipt by the Company of the
proceeds from the sale of the Securities hereunder, (i) the Company's fair
saleable value of its assets exceeds the amount that will be required to be paid
on or in respect of the Company's existing debts and other liabilities
(including known contingent liabilities) as they mature; (ii) the Company's
assets do not constitute unreasonably small capital to carry on its business for
the current fiscal year as now conducted and as proposed to be conducted
including its capital needs taking into account the particular capital
requirements of the business conducted by the Company, and projected capital
requirements and capital availability thereof; and (iii) the current cash flow
of the Company, together with the proceeds the Company would receive, were it to
liquidate all of its assets, after taking into account all anticipated uses of
the cash, would be sufficient to pay all amounts on or in respect of its debt
when such amounts are required to be paid. The Company does not intend to incur
debts beyond its ability to pay such debts as they mature (taking into account
the timing and amounts of cash to be payable on or in respect of its debt).

            (bb) [Intentionally Deleted.]

            (cc) Tax Status. Except for matters that would not, individually or
in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and each Subsidiary has filed all necessary federal, state
and foreign income and franchise tax returns and has paid or accrued all taxes
shown as due thereon, and the Company has no knowledge of a tax deficiency which
has been asserted or threatened against the Company or any Subsidiary.

            (dd) No General Solicitation. Neither the Company nor, to the
knowledge of the Company, any person acting on behalf of the Company has offered
or sold any of the Securities by any form of general solicitation or general
advertising. The Company has offered the Securities for sale only to the
Purchasers and certain other "accredited investors" within the meaning of Rule
501 under the Securities Act.

            (ee) Foreign Corrupt Practices. Neither the Company, nor to the
knowledge of the Company, any agent or other person acting on behalf of the
Company, has (i) directly or

                                       15
<PAGE>

indirectly, used any corrupt funds for unlawful contributions, gifts,
entertainment or other unlawful expenses related to foreign or domestic
political activity, (ii) made any unlawful payment to foreign or domestic
government officials or employees or to any foreign or domestic political
parties or campaigns from corporate funds, (iii) failed to disclose fully any
contribution made by the Company (or made by any person acting on its behalf of
which the Company is aware) which is in violation of law, or (iv) violated in
any material respect any provision of the Foreign Corrupt Practices Act of 1977,
as amended.

            (ff) Accountants. The Company's accountants are set forth on
Schedule 3.1(ff) of the Disclosure Schedule. To the Company's knowledge, such
accountants, who the Company expects will express their opinion with respect to
the financial statements to be included in the Company's Annual Report on Form
10-KSB for the year ending December 31, 2004 are a registered public accounting
firm as required by the Securities Act.

            (gg) Seniority. As of each Closing Date, no indebtedness of the
Company is senior to the Debentures in right of payment, whether with respect to
interest or upon liquidation or dissolution, or otherwise, other than
indebtedness secured by purchase money security interests (which is senior only
as to underlying assets covered thereby) and capital lease obligations (which is
senior only as to the property covered thereby).

            (hh) No Disagreements with Accountants and Lawyers. There are no
disagreements of any kind presently existing, or reasonably anticipated by the
Company to arise, between the accountants and lawyers formerly or presently
employed by the Company and the Company is current with respect to any fees owed
to its accountants and lawyers.

            (ii) Acknowledgment Regarding Purchasers' Purchase of Securities.
The Company acknowledges and agrees that each of the Purchasers is acting solely
in the capacity of an arm's length purchaser with respect to the Transaction
Documents and the transactions contemplated hereby. The Company further
acknowledges that no Purchaser is acting as a financial advisor or fiduciary of
the Company (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and any advice given by any Purchaser or any of
their respective representatives or agents in connection with this Agreement and
the transactions contemplated hereby is merely incidental to the Purchasers'
purchase of the Securities. The Company further represents to each Purchaser
that the Company's decision to enter into this Agreement has been based solely
on the independent evaluation of the transactions contemplated hereby by the
Company and its representatives.

      3.2 Representations and Warranties of the Purchasers. Each Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of each Closing Date to the Company as follows:

            (a) Organization; Authority. Such Purchaser is an entity duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization with full right, corporate or partnership power
and authority to enter into and to consummate the transactions contemplated by
the Transaction Documents and otherwise to carry out its obligations thereunder.
The execution, delivery and performance by such Purchaser of the transactions
contemplated by this Agreement have been duly authorized by all necessary

                                       16
<PAGE>

corporate or similar action on the part of such Purchaser. Each Transaction
Document to which it is a party has been duly executed by such Purchaser, and
when delivered by such Purchaser in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except (i) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors' rights generally, (ii) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be
limited by applicable law.

            (b) Purchaser Representation. Such Purchaser understands that the
Securities are "restricted securities" and have not been registered under the
Securities Act or any applicable state securities law and is acquiring the
Securities as principal for its own account and not with a view to or for
distributing or reselling such Securities or any part thereof, has no present
intention of distributing any of such Securities and has no arrangement or
understanding with any other persons regarding the distribution of such
Securities (this representation and warranty not limiting such Purchaser's right
to sell the Securities pursuant to the Registration Statement or otherwise in
compliance with applicable federal and state securities laws). Such Purchaser is
acquiring the Securities hereunder in the ordinary course of its business. Such
Purchaser does not have any agreement or understanding, directly or indirectly,
with any Person to distribute any of the Securities.

            (c) Purchaser Status. At the time such Purchaser was offered the
Securities, it was, and at the date hereof it is, and on each date on which it
exercises any Warrants or converts any Debentures or converts the Additional
Investment Rights and Additional Investment Right Securities it will be either:
(i) an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3),
(a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional
buyer" as defined in Rule 144A(a) under the Securities Act. Such Purchaser has
not been formed for the purpose of acquiring the Securities and is not required
to be registered as a broker-dealer under Section 15 of the Exchange Act.

            (d) Experience of Such Purchaser. Such Purchaser, either alone or
together with its representatives, has such knowledge, sophistication and
experience in business and financial matters so as to be capable of evaluating
the merits and risks of the prospective investment in the Securities, and has so
evaluated the merits and risks of such investment. Such Purchaser is able to
bear the economic risk of an investment in the Securities and, at the present
time, is able to afford a complete loss of such investment.

            (e) General Solicitation. Such Purchaser is not purchasing the
Securities as a result of any advertisement, article, notice or other
communication regarding the Securities published in any newspaper, magazine or
similar media or broadcast over television or radio or presented at any seminar
or any other general solicitation or general advertisement.

            (f) Short Sales. As to the First Closing Date only, such Purchaser
has not directly or indirectly, nor has any Person acting on behalf of or
pursuant to an understanding with the Purchaser, engaged in short sales prior to
the First Closing Date and following the

                                       17
<PAGE>

earlier to occur of (i) the time that such Purchaser was contacted regarding an
investment in the Company and (ii) the thirtieth (30th) day prior to the date of
this Agreement.

            (g) Access to Information. Such Purchaser acknowledges that it has
received the SEC Reports and the Disclosure Letter and has had full and adequate
opportunity to request additional information from and ask questions of the
Company. Each Purchaser acknowledges and agrees that the Company does not make
and has not made, and Purchaser is not relying on, any representations or
warranties with respect to the transactions contemplated hereby other than those
specifically set forth in Section 3.1 hereof.

      The Company acknowledges and agrees that each Purchaser does not make or
has not made any representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

      4.1 Transfer Restrictions.

            (a) The Securities may only be disposed of in compliance with state
and federal securities laws. In connection with any transfer of Securities other
than pursuant to an effective registration statement or Rule 144, to the Company
or to an affiliate of a Purchaser or in connection with a pledge as contemplated
in Section 4.1(b), the Company may require the transferor thereof to provide to
the Company an opinion of counsel selected by the transferor and reasonably
acceptable to the Company, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such transfer does
not require registration of such transferred Securities under the Securities
Act. As a condition of transfer, any such transferee shall agree in writing to
be bound by the terms of this Agreement and shall have the rights of a Purchaser
under this Agreement and the Registration Rights Agreement.

            (b) The Purchasers agree to the imprinting, so long as is required
by this Section 4.1(b), of a legend on any of the Securities in the following
form:

            [NEITHER] THESE SECURITIES [NOR THE SECURITIES INTO WHICH THESE
            SECURITIES ARE [EXERCISABLE] [CONVERTIBLE]] 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

                                       18
<PAGE>

            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. THESE SECURITIES AND
            THE SECURITIES ISSUABLE UPON [EXERCISE/CONVERSION] OF THESE
            SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN
            ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

            The Company acknowledges and agrees that a Purchaser may from time
      to time pledge pursuant to a bona fide margin agreement with a registered
      broker-dealer or grant a security interest in some or all of the
      Securities to a financial institution that is an "accredited investor" as
      defined in Rule 501(a) under the Securities Act and who agrees to be bound
      by the provisions of this Agreement and the Registration Rights Agreement
      and, if required under the terms of such arrangement, such Purchaser may
      transfer pledged or secured Securities to the pledgees or secured parties.
      Such a pledge or transfer would not be subject to approval of the Company
      and no legal opinion of legal counsel of the pledgee, secured party or
      pledgor shall be required in connection therewith. Further, no notice
      shall be required of such pledge. At the appropriate Purchaser's expense,
      the Company will execute and deliver such reasonable documentation as a
      pledgee or secured party of Securities may reasonably request in
      connection with a pledge or transfer of the Securities, including, if the
      Securities are subject to registration pursuant to the Registration Rights
      Agreement, the preparation and filing of any required prospectus
      supplement under Rule 424(b)(3) under the Securities Act or other
      applicable provision of the Securities Act to appropriately amend the list
      of Selling Stockholders thereunder.

            (c) Certificates evidencing the Underlying Shares shall not contain
any legend (including the legend set forth in Section 4.1(b) hereof): (i)
following any sale of such Underlying Shares pursuant to Rule 144, or (ii) if
such Underlying Shares are eligible for sale under Rule 144(k), or (iii) if such
legend is not required under applicable requirements of the Securities Act
(including judicial interpretations and pronouncements issued by the staff of
the Commission); provided, however, in connection with the issuance of the
Underlying Shares, each Purchaser, severally and not jointly with the other
Purchasers, hereby agrees to adhere to and abide by all prospectus delivery
requirements under the Securities Act and rules and regulations of the
Commission. If all or any portion of a Debenture, Warrant or Additional
Investment Rights Security is converted or exercised (as applicable) at a time
when such Underlying Shares may be sold under Rule 144(k) or if such legend is
not otherwise required under applicable requirements of the Securities Act
(including judicial interpretations thereof) then such Underlying Shares shall
be issued free of all legends. The Company agrees that at such time as such
legend is no longer required under this Section 4.1(c), it will, no later than
three Trading Days following the delivery by a Purchaser to the Company or the
Company's transfer agent of a certificate representing Underlying Shares, as
applicable, issued with a restrictive legend (such third Trading Day, the
"Legend Removal Date"), deliver or cause to be delivered to such Purchaser a
certificate representing such shares that is free from all restrictive and other
legends. The Company may not make any notation on its records or give
instructions

                                       19
<PAGE>

to any transfer agent of the Company that enlarge the restrictions on transfer
set forth in this Section.

            (d) In addition to such Purchaser's other available remedies, the
Company shall pay to the Purchaser, in cash, as partial liquidated damages and
not as a penalty, for each $1,000 of the Underlying Shares (based on the Closing
Price of the Common Stock on the date such Securities are submitted to the
Company's transfer agent) delivered for removal of the restrictive legend and
subject to this Section 4.1(c), $10 per Trading Day (increasing to $20 per
Trading Day 5 Trading Days after such damages have begun to accrue) for each
Trading Day after the Legend Removal Date until such certificate is delivered
without a legend. Nothing herein shall limit such Purchaser's right to pursue
actual damages for the Company's failure to deliver certificates representing
any Securities as required by the Transaction Documents, and such Purchaser
shall have the right to pursue all remedies available to it at law or in equity
including, without limitation, a decree of specific performance and/or
injunctive relief.

            (e) Each Purchaser, severally and not jointly with the other
Purchasers, agrees that the removal of the restrictive legend from certificates
representing Securities as set forth in this Section 4.1 is predicated upon the
Company's reliance that the Purchaser will sell any Securities pursuant to
either the registration requirements of the Securities Act, including any
applicable prospectus delivery requirements, or an exemption therefrom.

      4.2 Acknowledgment of Dilution. The Company acknowledges that the issuance
of the Securities may result in dilution of the outstanding shares of Common
Stock, which dilution may be substantial under certain market conditions. The
Company further acknowledges that its obligations under the Transaction
Documents, including without limitation its obligation to issue the Underlying
Shares pursuant to the Transaction Documents, are unconditional and absolute and
not subject to any right of set off, counterclaim, delay or reduction,
regardless of the effect of any such dilution or any claim the Company may have
against any Purchaser and regardless of the dilutive effect that such issuance
may have on the ownership of the other stockholders of the Company.

      4.3 Furnishing of Information. As long as any Purchaser owns Securities,
the Company covenants to timely file (or obtain extensions in respect thereof
and file within the applicable grace period) all reports required to be filed by
the Company after the date hereof pursuant to the Exchange Act. As long as any
Purchaser owns Securities, if the Company is not required to file reports
pursuant to the Exchange Act, it will prepare and furnish to the Purchasers and
make publicly available in accordance with Rule 144(c) such information as is
required for the Purchasers to sell the Securities under Rule 144. The Company
further covenants that it will take such further action as any holder of
Securities may reasonably request, all to the extent required from time to time
to enable such Person to sell such Securities without registration under the
Securities Act within the limitation of the exemptions provided by Rule 144.

      4.4 Integration. The Company shall not sell, offer for sale or solicit
offers to buy or otherwise negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the Securities in a manner that would require the registration under the
Securities Act of the sale of the Securities to the Purchasers or that would

                                       20
<PAGE>

be integrated with the offer or sale of the Securities for purposes of the rules
and regulations of any Trading Market.

      4.5 Conversion and Exercise Procedures. The form of Notice of Exercise
included in the Warrants, the form of Notice of Conversion included in the
Debentures and the form of Notice of Conversion set forth in the Additional
Investment Rights and Additional Investment Right Securities set forth the
totality of the procedures required of the Purchasers in order to exercise the
Warrants, convert the Debentures or convert the Additional Investment Rights and
Additional Investment Right Securities. No additional legal opinion or other
information or instructions shall be required of the Purchasers to exercise the
Warrants or convert the Debentures or exercise the Additional Investment Rights
and convert Additional Investment Right Securities. The Company shall honor
exercises of the Warrants, conversions of the Debentures and exercises of the
Additional Investment Rights and conversions of the Additional Investment Right
Securities and shall deliver the Additional Investment Securities and the
Underlying Shares in accordance with the terms, conditions and time periods set
forth in the Transaction Documents.

      4.6 Securities Laws Disclosure; Publicity. The Company shall, by 8:30 a.m.
Eastern time on the fourth Trading Day following the date hereof, issue a
Current Report on Form 8-K, reasonably acceptable to each Purchaser disclosing
the material terms of the transactions contemplated hereby, and shall attach the
Transaction Documents thereto as exhibits. The Company and each Purchaser shall
consult with each other in issuing any other press releases with respect to the
transactions contemplated hereby, and neither the Company nor any Purchaser
shall issue any such press release or otherwise make any such public statement
without the prior consent of the Company, with respect to any press release of
any Purchaser, or without the prior consent of each Purchaser, with respect to
any press release of the Company, which consent shall not unreasonably be
withheld, except if such disclosure is required by law, in which case the
disclosing party shall promptly provide the other party with prior notice of
such public statement or communication. Notwithstanding the foregoing, the
Company shall not publicly disclose the name of any Purchaser, or include the
name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market, without the prior written consent of such Purchaser, except
(i) as required by federal securities law in connection with the registration
statement contemplated by the Registration Rights Agreement and (ii) to the
extent such disclosure is required by law or Trading Market regulations, in
which case the Company shall provide the Purchasers with prior notice of such
disclosure permitted under subclause (i) or (ii).

      4.7 Shareholder Rights Plan. No claim will be made or enforced by the
Company or, to the knowledge of the Company, any other Person that any Purchaser
is an "Acquiring Person" under any shareholder rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the provisions of any such plan or arrangement, by
virtue of receiving Securities under the Transaction Documents or under any
other agreement between the Company and the Purchasers. The Company shall
conduct its business in a manner so that it will not become subject to the
Investment Company Act.

      4.8 Non-Public Information. The Company covenants and agrees that neither
it nor any other Person acting on its behalf will provide any Purchaser or its
agents or counsel with any

                                       21
<PAGE>

information that the Company believes constitutes material non-public
information, unless prior thereto such Purchaser shall have executed a written
agreement regarding the confidentiality and use of such information. The Company
understands and confirms that each Purchaser shall be relying on the foregoing
representations in effecting transactions in securities of the Company.

      4.9 Use of Proceeds. Except as set forth in the Disclosure Letter, the
Company shall use the net proceeds from the sale of the Securities hereunder for
working capital purposes and not for the satisfaction of any portion of the
Company's debt (other than payment of trade payables in the ordinary course of
the Company's business and prior practices), to redeem any Company equity or
equity equivalent securities or to settle any outstanding litigation.

      4.10 [Intentionally Deleted.]

      4.11 Indemnification of Purchasers. Subject to the provisions of this
Section 4.11, the Company will indemnify and hold the Purchasers and their
directors, officers, shareholders, partners, employees and agents (each, a
"Purchaser Party") harmless from any and all losses, liabilities, obligations,
claims, contingencies, damages, costs and expenses, including all judgments,
amounts paid in settlements, court costs and reasonable attorneys' fees and
costs of investigation that any such Purchaser Party may suffer or incur as a
result of or relating to (a) any breach of any of the representations,
warranties, covenants or agreements made by the Company in this Agreement or in
the other Transaction Documents or (b) any action instituted against a
Purchaser, or any of them or their respective Affiliates, by any stockholder of
the Company who is not an Affiliate of such Purchaser, with respect to any of
the transactions contemplated by the Transaction Documents (unless such action
is based upon a breach of such Purchaser's representation, warranties or
covenants under the Transaction Documents or any agreements or understandings
such Purchaser may have with any such stockholder or any violations by the
Purchaser of state or federal securities laws or any conduct by such Purchaser
which constitutes fraud, gross negligence, willful misconduct or malfeasance).
If any action shall be brought against any Purchaser Party in respect of which
indemnity may be sought pursuant to this Agreement, such Purchaser Party shall
promptly notify the Company in writing, and the Company shall have the right to
assume the defense thereof with counsel of its own choosing. Any Purchaser Party
shall have the right to employ separate counsel in any such action and
participate in the defense thereof, but the fees and expenses of such counsel
shall be at the expense of such Purchaser Party except to the extent that (i)
the employment thereof has been specifically authorized by the Company in
writing, (ii) the Company has failed after a reasonable period of time to assume
such defense and to employ counsel or (iii) in such action there is, in the
reasonable opinion of such separate counsel, a material conflict on any material
issue between the position of the Company and the position of such Purchaser
Party. The Company will not be liable to any Purchaser Party under this
Agreement (i) for any settlement by a Purchaser Party effected without the
Company's prior written consent, which shall not be unreasonably withheld or
delayed; or (ii) to the extent, but only to the extent that a loss, claim,
damage or liability is attributable to any Purchaser Party's breach of any of
the representations, warranties, covenants or agreements made by the Purchasers
in this Agreement or in the other Transaction Documents.

                                       22
<PAGE>

      4.12 Reservation and Listing of Securities.

            (a) The Company shall maintain a reserve from its duly authorized
shares of Common Stock for issuance pursuant to the Transaction Documents in
such amount as may be required to fulfill its obligations in full under the
Transaction Documents.

            (b) If, on any date, the number of authorized but unissued (and
otherwise unreserved) shares of Common Stock is less than the Required Minimum
on such date, then the Board of Directors of the Company shall use commercially
reasonable efforts to amend the Company's certificate or articles of
incorporation to increase the number of authorized but unissued shares of Common
Stock to at least the Required Minimum at such time, as soon as possible and in
any event not later than the 75th day after such date.

            (c) The Company shall, if applicable: (i) in the time and manner
required by the Trading Market, prepare and file with such Trading Market an
additional shares listing application covering a number of shares of Common
Stock at least equal to the Required Minimum on the date of such application,
(ii) take all steps reasonably necessary to cause such shares of Common Stock to
be approved for listing on the Trading Market as soon as possible thereafter,
(iii) provide to the Purchasers evidence of such listing, and (iv) use
commercially reasonable efforts to maintain the listing of such Common Stock on
any date at least equal to the Required Minimum on such date on such Trading
Market or another Trading Market.

      4.13 [Intentionally Deleted.]

      4.14 Subsequent Equity Sales. From the date hereof until 90 days after the
Effective Date, neither the Company nor any Subsidiary shall issue shares of
Common Stock or Common Stock Equivalents; provided, however, the 90 day period
set forth in this Section 4.14 shall be extended for the number of Trading Days
during such period in which (y) trading in the Common Stock is suspended by any
Trading Market, or (z) following the Effective Date, the Registration Statement
is not effective or the prospectus included in the Registration Statement may
not be used by the Purchasers for the resale of the Underlying Shares. In
addition to the limitations set forth herein, from the date hereof until one
year following the Effective Date, the Company will not issue any "Future Priced
Securities" as such term is described by NASD Interpretive Material 4350-1.

      4.15 Equal Treatment of Purchasers. No consideration shall be offered or
paid to any person to amend or consent to a waiver or modification of any
provision of any of the Transaction Documents unless the same consideration is
also offered to all of the parties to the Transaction Documents. Further, the
Company shall not make any payment of principal on the Debentures in amounts
which are disproportionate to the respective principal amounts outstanding on
the Debentures at any applicable time. For clarification purposes, this
provision constitutes a separate right granted to each Purchaser by the Company
and negotiated separately by each Purchaser, and is intended to treat for the
Company the Debenture holders as a class and shall not in any way be construed
as the Purchasers acting in concert or as a group with respect to the purchase,
disposition or voting of Securities or otherwise.

                                       23
<PAGE>

                                   ARTICLE V.
                                  MISCELLANEOUS

      5.1 Termination. This Agreement may be terminated by either the Company or
any Purchaser, by written notice to the other parties, if the Closing has not
been consummated on or before October 31, 2004; provided that no such
termination will affect the right of any party to sue for any breach by the
other party (or parties).

      5.2 Fees and Expenses. The Company shall deliver, prior to the Closing, a
completed and executed copy of the Closing Statement, attached hereto as Annex
A. Except as expressly set forth in the Transaction Documents to the contrary,
each party shall pay the fees and expenses of its advisers, counsel, accountants
and other experts, if any, and all other expenses incurred by such party
incident to the negotiation, preparation, execution, delivery and performance of
this Agreement. The Company shall pay all transfer agent fees, stamp taxes and
other taxes and duties levied in connection with the issuance of any Securities.

      5.3 Entire Agreement. The Transaction Documents, together with the
exhibits and schedules thereto, contain the entire understanding of the parties
with respect to the subject matter hereof and supersede all prior agreements and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

      5.4 Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of transmission, if
such notice or communication is delivered via facsimile (and the sender receives
a confirmation of successful transmission) at the facsimile number set forth on
the signature pages attached hereto prior to 5:30 p.m. (New York City time) on a
Trading Day, (b) the next Trading Day after the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number set
forth on the signature pages attached hereto on a day that is not a Trading Day
or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service, or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and communications
shall be as set forth on the signature pages attached hereto.

      5.5 Amendments; Waivers. No provision of this Agreement may be waived or
amended except in a written instrument signed, in the case of an amendment, by
the Company and each Purchaser or, in the case of a waiver, by the party against
whom enforcement of any such waiver is sought. No waiver of any default with
respect to any provision, condition or requirement of this Agreement shall be
deemed to be a continuing waiver in the future or a waiver of any subsequent
default or a waiver of any other provision, condition or requirement hereof, nor
shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right.

      5.6 Construction. The headings herein are for convenience only, do not
constitute a part of this Agreement and shall not be deemed to limit or affect
any of the provisions hereof.

                                       24
<PAGE>

The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent, and no rules of strict construction
will be applied against any party.

      5.7 Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their successors and permitted assigns. The
Company may not assign this Agreement or any rights or obligations hereunder
without the prior written consent of each Purchaser. Any Purchaser may assign
any or all of its rights under this Agreement to any Person to whom such
Purchaser assigns or transfers any Securities, provided such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the
provisions hereof that apply to the "Purchasers".

      5.8 No Third-Party Beneficiaries. This Agreement is intended for the
benefit of the parties hereto and their respective successors and permitted
assigns and is not for the benefit of, nor may any provision hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.11.

      5.9 Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of the Transaction Documents 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 Agreement and
any other Transaction Documents (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 (including with respect to the enforcement of any of the Transaction
Documents), 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 Agreement 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 applicable law, all rights to a trial by jury.
If either party shall commence an action or proceeding to enforce any provisions
of the Transaction Documents, 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.

      5.10 Survival. The representations and warranties contained herein shall
survive each Closing and the delivery, exercise and/or conversion of the
Securities, as applicable for the applicable statue of limitations.

                                       25
<PAGE>

      5.11 Execution. This Agreement may be executed in two or more
counterparts, all of which when taken together shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party, it being understood that both
parties need not sign the same counterpart. In the event that any signature is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile signature page
were an original thereof.

      5.12 Severability. If any provision of this Agreement is held to be
invalid or unenforceable in any respect, the validity and enforceability of the
remaining terms and provisions of this Agreement shall not in any way be
affected or impaired thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

      5.13 Rescission and Withdrawal Right. Notwithstanding anything to the
contrary contained in (and without limiting any similar provisions of) the
Transaction Documents, whenever any Purchaser exercises a right, election,
demand or option under a Transaction Document and the Company does not timely
perform its related obligations within the periods therein provided, then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice, demand or election in whole
or in part without prejudice to its future actions and rights; provided,
however, in the case of a rescission of a conversion of a Debenture, exercise of
a Warrant or conversion and/or exercise of an Additional Investment Right
Security, the Purchaser shall be required to return any shares of Common Stock
subject to any such rescinded conversion notice.

      5.14 Replacement of Securities. If any certificate or instrument
evidencing any Securities is mutilated, lost, stolen or destroyed, the Company
shall issue or cause to be issued in exchange and substitution for and upon
cancellation thereof, or in lieu of and substitution therefor, a new certificate
or instrument, but only upon receipt of evidence reasonably satisfactory to the
Company of such loss, theft or destruction and customary and reasonable
indemnity, if requested. The applicants for a new certificate or instrument
under such circumstances shall also pay any reasonable third-party costs
associated with the issuance of such replacement Securities.

      5.15 Remedies. In addition to being entitled to exercise all rights
provided herein or granted by law, including recovery of damages, each of the
Purchasers and the Company will be entitled to specific performance under the
Transaction Documents. The parties agree that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach of
obligations described in the foregoing sentence and hereby agrees to waive in
any action for specific performance of any such obligation the defense that a
remedy at law would be adequate.

      5.16 Payment Set Aside. To the extent that the Company makes a payment or
payments to any Purchaser pursuant to any Transaction Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such enforcement or exercise or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside, recovered
from, disgorged by or are required to be refunded,

                                       26
<PAGE>

repaid or otherwise restored to the Company, a trustee, receiver or any other
person under any law (including, without limitation, any bankruptcy law, state
or federal law, common law or equitable cause of action), then to the extent of
any such restoration the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such enforcement or setoff had not occurred.

      5.17 Usury. To the extent it may lawfully do so, the Company hereby agrees
not to insist upon or plead or in any manner whatsoever claim, and will resist
any and all efforts to be compelled to take the benefit or advantage of, usury
laws wherever enacted, now or at any time hereafter in force, in connection with
any claim, action or proceeding that may be brought by any Purchaser in order to
enforce any right or remedy under any Transaction Document. Notwithstanding any
provision to the contrary contained in any Transaction Document, it is expressly
agreed and provided that the total liability of the Company under the
Transaction Documents for payments in the nature of interest shall not exceed
the maximum lawful rate authorized under applicable law (the "Maximum Rate"),
and, without limiting the foregoing, in no event shall any rate of interest or
default interest, or both of them, when aggregated with any other sums in the
nature of interest that the Company may be obligated to pay under the
Transaction Documents exceed such Maximum Rate. It is agreed that if the maximum
contract rate of interest allowed by law and applicable to the Transaction
Documents is increased or decreased by statute or any official governmental
action subsequent to the date hereof, the new maximum contract rate of interest
allowed by law will be the Maximum Rate applicable to the Transaction Documents
from the effective date forward, unless such application is precluded by
applicable law. If under any circumstances whatsoever, interest in excess of the
Maximum Rate is paid by the Company to any Purchaser with respect to
indebtedness evidenced by the Transaction Documents, such excess shall be
applied by such Purchaser to the unpaid principal balance of any such
indebtedness or be refunded to the Company, the manner of handling such excess
to be at such Purchaser's election.

      5.18 Independent Nature of Purchasers' Obligations and Rights. The
obligations of each Purchaser under any Transaction Document are several and not
joint with the obligations of any other Purchaser, and no Purchaser shall be
responsible in any way for the performance of the obligations of any other
Purchaser under any Transaction Document. Nothing contained herein or in any
Transaction Document, and no action taken by any Purchaser pursuant thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint venture or any other kind of entity, or create a presumption that the
Purchasers are in any way acting in concert or as a group with respect to such
obligations or the transactions contemplated by the Transaction Document. Each
Purchaser shall be entitled to independently protect and enforce its rights,
including without limitation the rights arising out of this Agreement or out of
the other Transaction Documents, and it shall not be necessary for any other
Purchaser to be joined as an additional party in any proceeding for such
purpose. Each Purchaser has been represented by its own separate legal counsel
in their review and negotiation of the Transaction Documents. The Company has
elected to provide all Purchasers with the same terms and Transaction Documents
for the convenience of the Company and not because it was required or requested
to do so by the Purchasers.

      5.19 Liquidated Damages. The Company's obligations to pay any partial
liquidated damages or other amounts owing under the Transaction Documents is a
continuing obligation of

                                       27
<PAGE>

the Company and shall not terminate until all unpaid partial liquidated damages
and other amounts have been paid notwithstanding the fact that the instrument or
security pursuant to which such partial liquidated damages or other amounts are
due and payable shall have been canceled.

                            (Signature Pages Follow)

                                       28
<PAGE>

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

POWER 3 MEDICAL PRODUCTS, INC.            Address for Notice:

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

With a copy to (which shall not constitute notice):

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

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Otape Investments LLC

Signature of Authorized Signatory of Investing Entity: /s/ Richard M. Cayne
                                                       -------------------------
Name of Authorized Signatory: Richard M. Cayne

Title of Authorized Signatory: General Counsel

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

1 Manhattanville Rd
Purchase, NY  10577

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

<TABLE>
<S>                                     <C>
First Closing Subscription Amount:      $100,000
Second Closing Subscription Amount:     $200,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Mohawk Funding

Signature of Authorized Signatory of Investing Entity: /s/ Richard H. Bach
                                                       -------------------------
Name of Authorized Signatory: Richard H. Bach

Title of Authorized Signatory: Managing Member

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

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

<TABLE>
<S>                                      <C>
First Closing Subscription Amount:       10,000
Second Closing Subscription Amount:      20,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Richard Molinsky

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

Title of Authorized Signatory:

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

51 Lourdes Hwy E.
Weston, CT  06883

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $30,000
Second Closing Subscription Amount:             $60,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Gryphon Master Fund L.P.

Signature of Authorized Signatory of Investing Entity: /s/ E. B. Lyon IV
                                                       -------------------------
Name of Authorized Signatory: E. B. Lyon IV

Title of Authorized Signatory: Authorized Agent

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

100 Crescent Court, Suite 490
Dallas, TX  75201

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

Same

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $100,000
Second Closing Subscription Amount:             $200,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: GSSF Master Fund, LP

Signature of Authorized Signatory of Investing Entity: /s/ E. B. Lyon IV
                                                       -------------------------
Name of Authorized Signatory: E. B. Lyon IV

Title of Authorized Signatory: Authorized Agent

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

100 Crescent Court, Suite 490
Dallas, TX  75201

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

Same

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $100,000
Second Closing Subscription Amount:             $200,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Sage Capital Investments Limited

Signature of Authorized Signatory of Investing Entity: /s/ Anthony Thompson
                                                       -------------------------
Name of Authorized Signatory: Anthony Thompson

Title of Authorized Signatory: Secretary

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

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

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

Marron House, Virginia Street (For delivery, Fed X, etc)
Nassau, Bahamas

<TABLE>
<S>                                  <C>
First Closing Subscription Amount:   $25,000 (Twenty Five Thousand and no/100)
Second Closing Subscription Amount:  $50,000 (Fifty Thousand and no/100)
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Crestview Capital Master, LLC

Signature of Authorized Signatory of Investing Entity: /s/ Stewart R. Flink
                                                       -------------------------
Name of Authorized Signatory: Stewart R. Flink

Title of Authorized Signatory: Manager

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

95 Revere Drive, Suite A
Northbrook, Illinois  60062

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $150,000
Second Closing Subscription Amount:             $300,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Omicron Master Trust

Signature of Authorized Signatory of Investing Entity: /s/ Bruce Bernstein
                                                       -------------------------
Name of Authorized Signatory: Bruce Bernstein

Title of Authorized Signatory: Managing Partner

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

650 Fifth Ave, 24th Fl
New York, NY  10019
Attn:  Brian Daly
Tel# 212 258-2302
Fax 212 258-2315

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $100,000
Second Closing Subscription Amount:             $200,000
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Citiplatz Limited

Signature of Authorized Signatory of Investing Entity: /s/ Francis [Illegible]
                                                       -------------------------
Name of Authorized Signatory: Francis [Illegible]

Title of Authorized Signatory: Secretary of Citiplatz Limited

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

12-14 Finch Road
Douglas
Isle of Man
IM991TT

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $50,000 USD
Second Closing Subscription Amount:             $100,000 USD
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Platinum Partners Value Arbitrage Fund L.P.

Signature of Authorized Signatory of Investing Entity: /s/ Richard Geyser
                                                       -------------------------
Name of Authorized Signatory: Richard Geyser

Title of Authorized Signatory: Managing Director

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

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

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $83,333
Second Closing Subscription Amount:
Warrant Shares:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>

[PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity: Crescent International Ltd.

Signature of Authorized Signatory of Investing Entity: /s/ Mel Craw /s/ Maxi
Brezzi                                                 -------------------------
--------------
Name of Authorized Signatory: Mel Craw and Maxi Brezzi

Title of Authorized Signatory: Authorized Signatory

Email Address of Authorized Entity:

Address for Notice of Investing Entity:

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

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

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

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

<TABLE>
<S>                                             <C>
First Closing Subscription Amount:              $200,000
Second Closing Subscription Amount:             $400,000
Warrant Shaes:
Additional Investment Right:
</TABLE>

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]

<PAGE>


        [PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

Name of Investing Entity:    DKR SoundShore Oasis Holding Fund Ltd.
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity: /s/ Barbara Burger
                                                       -------------------------
Name of Authorized Signatory:     Barbara Burger
                              --------------------------------------------------
Title of Authorized Signatory:       Alternate Director
                               -------------------------------------------------
Email Address of Authorized Entity:
                                    --------------------------------------------

Address for Notice of Investing Entity:

c/o DKR Capital Partners L.P.
1281 East Main Street
Stambord, CT  06902

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

(Same)

Registered Address:

29 Richmond Road
Pembroke HM08
Bermuda

First Closing Subscription Amount:      $50,000
Second Closing Subscription Amount:     $100,000
Warrant Shares:
Additional Investment Right:
EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


<PAGE>


        [PURCHASER SIGNATURE PAGES TO PWRM SECURITIES PURCHASE AGREEMENT]

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

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

Address for Notice of Investing Entity:


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

(Same)

Registered Address:


First Closing Subscription Amount:    $1,667
Second Closing Subscription Amount:   $3,333
Warrant Shares:
Additional Investment Right:
EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


<PAGE>

                                                                         ANNEX A

                                CLOSING STATEMENT

Pursuant to the attached Securities Purchase Agreement, dated as of the date
hereto, the purchasers shall purchase up to $3,000,000 of Debentures, Warrants
and Additional Investment Rights from Power 3 Medical Products, Inc. (the
"Company"). All funds will be wired into an escrow account maintained by HSBC
Bank, as escrow agent. All funds will be disbursed in accordance with this
Closing Statement.

DISBURSEMENT DATE:         October __, 2004

I. PURCHASE PRICE

            GROSS PROCEEDS TO BE RECEIVED IN ESCROW       $    1,000,000

II. DISBURSEMENTS

<TABLE>
<S>                                                       <C>
Westor Online, L.L.C.                                     $      130,000
Andrews Kurth, LLP                                        $       40,000
HSBC Bank - escrow fees                                   $        2,500
Power3 Medical Products, Inc.                             $      827,500
                                                          --------------

TOTAL AMOUNT DISBURSED:                                   $    1,000,000
</TABLE>

WIRE INSTRUCTIONS:

To:   Westor Online, L.L.C.
      Bank Name: Charter One Bank
      Address:   266 Genesee St.
                 Utica, Ny 13502
Account Name:    Westor Online, Inc.
Address:         258 Genesee St., Suite 601
                 Utica, NY 13502
ABA              221370030
Account #        5250030032

                                Annex A - Page 1

<PAGE>

To:   Andrews Kurth, LLP
      Chase Bank, National Association, Houston, Texas
      Account Number 00100184952
      ABA Code 113000609
      Reference number 0024268/0156088
      Attention Jodie Hubbard, phone number 713-750-3725

To:   HSBC Bank
      452 Fifth Avenue
      New York, New York
      ABA#021-001-088
      Power3 Medical Products, Inc.
      Escrow Account

To:   Power3 Medical Products, Inc.
      JP Morgan Chase
      ABA # 113-000-609
      Account # 336915653665
      Power3 Medical Products

                                Annex A - Page 2

<PAGE>

                                    EXHIBIT A

                          FORM OF CONVERTIBLE DEBENTURE


<PAGE>

                                    EXHIBIT B

                      FORM OF REGISTRATION RIGHTS AGREEMENT


<PAGE>

                                    EXHIBIT C

                      FORM OF COMMON STOCK PURCHASE WARRANT


<PAGE>

                                    EXHIBIT D

                             [INTENTIONALLY OMITTED]


<PAGE>

                                    EXHIBIT E

                       FORM OF ADDITIONAL INVESTMENT RIGHT