**STOCK
      PURCHASE AGREEMENT**





AGREEMENT
        dated as of the ______ day of _________ 2008 (this “Agreement”), by and between
        ____________________________________, (the “Purchaser”), with an address at
        _____________________________________________________and Power3 Medical
        Products, Inc. (the “Company”), a New York Corporation, with principal offices
        at 3400 Research Forest Drive, Suite B2-3, The Woodlands, Texas,
        77381.




**WITNESSETH:**





WHEREAS,
      the Purchaser desires to buy and the Company desires to sell
      ______________________________________________ shares (the “Shares”) of common
      stock, par value $0.001 (“Common Stock”) of the Company.





NOW,
      THEREFORE, in consideration of the mutual covenants herein contained and for
      other good and valuable consideration, the receipt and adequacy of which are
      hereby acknowledge,





IT
      IS
      AGREED:





1.  Recitals. The
      parties hereby adopt as part of this Agreement, the Company shall issue and
      deliver the Shares to the Purchaser, receipt of which is hereby acknowledged
      by
      the Company.





2.  Shares.





A.  Simultaneously
      with the execution of this Agreement, the Company shall issue and deliver the
      Shares to the Purchaser, receipt of which is hereby acknowledged by the
      Company.





3.  Purchase
      Price.





A.  The
      total
      purchase price for the Shares (the “Purchase Price”) shall be
      __________________________________________________ dollars, receipt of which
      is
      hereby acknowledged by the Company.





4.  The
      Company’s Representations, Warranties and Covenants. The
      Company represents, warrants and covenants that:




A.  Company
      Status. The
      Company is duly organized, validly existing and in good standing pursuant to
      the
      laws of the State of New York, with all requisite power and authority to carry
      on its business as presently conducted in all jurisdictions where presently
      conducted, to enter into this Agreement and to consummate the transactions
      set
      froth in this Agreement.








B.  Authority .
      The
      Company has the full right, power and legal capacity to enter into this
      Agreement and to consummate the transactions contemplated hereby. This Agreement
      constitutes the valid and legally binding obligation of the Company, enforceable
      in accordance with its terms and conditions. The execution and delivery of
      this
      Agreement by the Company and the consummation by it of the transactions
      contemplated hereby have been duly approved and authorized by all necessary
      action of the Board of Directors of the Company, and no further authorization
      shall be necessary on the part of the Company for the performance and
      consummation by the Company of the transactions contemplated hereby. The
      execution, delivery and performance of this Agreement in accordance with its
      terms does not and shall not require approval, consent or authorization of
      any
      third party, including any governmental agency or authority or any political
      subdivision thereof.





C.  Compliance
      with the Law and Other Instruments. The
      business and operations of the Company have been and are being conducted in
      accordance with all applicable laws, rules and regulations of all authorities
      which affect the Company or its properties, assets, businesses or prospects.
      The
      performance of this Agreement shall not result in any breach of, or constitute
      a
      default under, or result in the imposition of any lien or encumbrance upon
      any
      property of the Company or cause an acceleration under any arrangement,
      agreement or other instrument to which the Company is a party or by which any
      of
      its assets are bound. The Company has performed all of its obligations which
      are
      required to be performed by it pursuant to the terms of any such agreement,
      contract, or commitment.





D.  No
      Broker. The
      Company has not had any dealings with respect to this transaction with any
      business broker, firm or salesman, or any person or corporation, investment
      banker or financial advisor who is or shall be entitled to any broker’s or
      finder’s fee or any other commission or similar fee with respect to the
      transactions set forth in this Agreement. The Company represents that it has
      not
      dealt with any person, firm or corporation and agrees to indemnify and hold
      harmless the Purchaser from and against any and all claims for brokerage
      commissions by any person, firm or corporation on the basis of any act or
      statement alleged to have been made by the Company or its affiliates or
      agents.





E.  No
      approval .
      No
      approval of any third party including, but not limited to, any governmental
      authority is required in connection with the consummation of the transactions
      set forth in this Agreement.





F.  Survival. The
      covenants, representations and warranties made by the Company in or in
      connection with this Agreement shall survive the execution and delivery of
      this
      Agreement and the consummation of the transactions described herein, it being
      agreed and understood that each of such covenants, representations and
      warranties is of the essence to this Agreement and the same shall be binding
      upon the Company and inure to the Company, its successors and
      assignees.





G.  Complete
      Disclosure. The
      Company has no knowledge that any covenant, representation or warranty of the
      Company which is contained in this Agreement or in a writing furnished or to
      be
      furnished pursuant to this Agreement or in the Company’s filings with the
      Securities and Exchange Commission contains or shall contain any untrue
      statement of a material fact, omits or shall omit to state any material fact
      which is required to make the statement which are contained herein or therein,
      not misleading.








H.  Notification
      of an Event. If, any
      event occurs or any event known to the Company relating to or affecting the
      Company shall occur as a result of which (i) any provision of this Article
“4”
of this Agreement at that time shall include an untrue statement of a fact,
      or
      (ii) this Article “4” of this Agreement shall omit to state any fact necessary
      to make the statements herein, in light of the circumstances under which they
      were made, not misleading, the Company shall immediately notify the Purchaser
      pursuant to Paragraph “C” of Article “8” of this Agreement.





I.  No
      Defense. It shall
      not be a defense to a suit for damages for any misrepresentation or breach
      of a
      covenant, representation or warranty that the Purchaser knew or had reason
      to
      know that any covenant, representation or warranty in this Agreement contained
      untrue statements.





5.  The
      Purchaser’s Representations, Warranties and Covenants. The
      Purchaser represents warrants and covenants that:





A.  Not-for
      Profit Status. The
      Purchaser is a not-for profit organization duly organized, validly existing
      and
      in good standing pursuant to the laws of the State of New York, with all
      requisite power and authority to carry on its business as presently conducted
      in
      all jurisdictions where presently conducted, to enter into this Agreement and
      to
      consummate the transactions set forth in this Agreement.





B.  Authority. The
      Purchaser has the full right, power and legal capacity to enter into this
      Agreement and to consummate the transactions contemplated hereby. This Agreement
      constitutes the valid and legally binding obligation of the Purchaser,
      enforceable in accordance with its terms and conditions. The execution and
      delivery of this Agreement by the Purchaser and the consummation by it of the
      transactions contemplated herby have been duly approved and authorized by all
      necessary action of the President of the Purchaser, and no further authorization
      shall be necessary on the part o the Purchaser for the performance and
      consummation by the Purchaser of the transactions contemplated hereby. The
      execution, delivery and performance of this Agreement in accordance with its
      terms does not and shall not require approval, consent or authorization of
      any
      third party, including any governmental agency or authority or any political
      subdivision thereof.





C.  Compliance
      with the Law and Other Instruments. The
      business and operations of the Purchaser have been and are being conducted
      in
      accordance with all applicable laws, rules, and regulations of all authorities
      which affect the Purchaser or its properties, assets, businesses or prospects.
      The performance of his Agreement shall not result in any breach of, or
      constitute a default under, or result in the imposition of any lien or
      encumbrance upon any property of the Purchaser or cause an acceleration under
      any arrangement, agreement or other instrument to which the Purchaser is a
      party
      or by which any of its assets are bound. The Purchase has performed all of
      its
      obligations which are required to be performed by it pursuant to the terms
      of
      any such agreement, contract, or commitment.








D.  Accredited
      Investors. The
      Purchaser is an “accredited investor” as that term is defined in Rule 501 (a) of
      Regulation D promulgated under the Securities Act of 1933, as amended (the
      “Act”).





E.  Securities. The
      Purchaser acknowledges that the receipt of the Shares by the Purchaser is for
      its own account, is for investment purposes only, and is not with a view to,
      nor
      for offer or sale in connection with, the distribution of the Securities. The
      Purchaser understands that none of the Shares have been registered under the
      Act
      or the securities laws of any state and, therefore, cannot be sold unless they
      are subsequently registered under the Act and any applicable state securities
      laws or exemptions from registration thereunder are available. The Purchaser
      further understands that only the Company can take action to register the
      Shares.





F.  Restrictive
      Legend. The
      Purchaser understands that the Shares shall bear the following restrictive
      legend:





“These
      Shares have not been registered under the Securities Act of 1933 as Amended,
      having been acquired for investment purposes only and not with a view to
      distribute. They may not be sold or offered for in absence of an effective
      registration statement as to the Shares under the Securities Act of 1933 as
      Amended, or an opinion of counsel satisfactory to the corporation and an
      exemption from the Securities Act of 1963 as Amended, is available and that
      such
      registration is not required, or in the alternative that such Shares may be
      sold
      under Rule 144 as promulgated by the Securities and Exchange Commission of
      the
      United States.”





G.  No
      Broker. The
      Purchaser has not had any dealings with respect to this transaction with any
      business broker, firm or salesman, or any person or corporation, investment
      banker or financial advisor who is or shall be entitled to any broker’s or
      finder’s fee or any other commission or similar fee with respect to the
      transactions set forth in this Agreement. The Purchaser represents that it
      has
      not dealt with any person, firm or corporation and agrees to indemnify and
      hold
      harmless the Company from and against any and all claims for brokerage
      commissions by any person, firm or corporation on the basis of any act or
      statement alleged to have been made by the Purchaser or its affiliates or
      agents.





H.  No
      Approvals. No
      approval of any third party including, but not limited to, any governmental
      authority is required in connection with the consummation of the transactions
      set forth in this Agreement.





I.  Survival. The
      covenants, representations and warranties made by the Purchaser in or in
      connection with this Agreement shall survive the execution and delivery of
      this
      Agreement and the consummation of the transactions described herein, it being
      agreed and understood that each of such covenants, representations and
      warranties is of the essence to this Agreement and the same shall be binding
      upon the Purchaser and inure to the Purchaser, its successors and
      assigns.





J.  Complete
      Disclosure. The
      Purchaser has no knowledge that any covenant, representation or warranty of
      the
      Purchaser which is contained in this Agreement or in a writing furnished or
      to
      be furnished pursuant to this Agreement contains or shall contain any untrue
      statement of a material fact, omits or shall omit to state any material fact
      which is required to make the statements which are contained herein or therein,
      not misleading.








K.  Notification
      of an Event. If, any
      event occurs or any event known to the Purchaser relating to or affecting the
      Purchaser shall occur as a result of which (i) any provision of this Article
“5”
of this Agreement at that time shall include an untrue statement o f a fact,
      or
      (ii) this Article “5” of this Agreement shall omit to state any fact necessary
      to make the statements herein, in light of the circumstances under which they
      were made, not misleading , the Purchaser will immediately notify the Company
      pursuant to Paragraph “C” of Article “8” of this Agreement.





L.  No
      Defense. It shall
      not be a defense to a suit for damages for any misrepresentation, or breach
      of,
      a covenant, representation or warranty that the Company knew or had reason
      to
      know that any covenant, representation or warranty in this Agreement contained
      untrue statements.





6.  Registration.




A.  If
      the
      Company shall at any time seek to register or qualify any of its common stock
      or
      the securities holdings of any of its controlling shareholders, on each such
      occasion it shall, without cost or expense, include all of the Purchaser’s
      Shares in such registration or qualification. The Company shall keep the
      registration effective until such time as the Purchaser has sold its Shares
      or
      the Shares are eligible to be transferred without restriction pursuant to the
      provisions of Rule 144(k) which was promulgated by the Securities and Exchange
      Commission pursuant to §4(1) of the Securities Act of 1933, as amended. The
      Purchaser agrees to provide an opinion of counsel with respect to any sales
      of
      the Shares by the Purchaser if such sale is permissible under Rule
      144(k).





B.  All
      expenses in connection with preparing and filing any registration statement
      under Paragraph “A” of this Article “6” of this Agreement shall be borne in full
      by the Company; provided, however, that the Purchaser shall pay any and all
      underwriting commissions and expenses and the fees and expenses of any legal
      counsel selected by the Purchaser to represent it with respect to the sale
      of
      the Securities.





7.  Covenants
      of the Company. The
      Company covenants and agrees as follows:





A.  The
      Company shall continuously remain a reporting company under the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”) and will file with the SEC
      on a timely basis all reports, statements and other materials required to be
      filed by the Company to remain a reporting company under the Exchange
      Act.





B.  The
      Common Stock of the Company shall continuously be listed on the Over the Counter
      Bulletin Board (the “OTCBB) or on the NASDAQ stock market.








C.  The
      Company shall, at its cost, provide the appropriate opinion letters to be issued
      by the Company’s counsel in compliance with the provisions of rule 144 which was
      promulgated by the Securities and Exchange Commission pursuant to §4(1) of the
      Securities Act of 1933, as amended, with respect to the transfer or sale of
      the
      securities of the Company owned by the Purchaser, if such transfer or sale
      is
      permissible under Rule 144. Furthermore, the Company shall notify its transfer
      agent that Sichenzia Ross Friedman Ference LLP is authorized to issue said
      opinion letters.





8.  Miscellaneous.





A.  Headings. Headings
      contained in this Agreement are for reference purposes only and shall not affect
      in any way the meaning or interpretation of this Agreement.





B.  Enforceability. If any
      provision which is contained in this Agreement should, for any reason, be held
      to be invalid or unenforceable shall not affect any other provision of this
      Agreement and this Agreement shall be construed as if such invalid or
      unenforceable provision has not been contained herein.





C.  Notices. Any
      notice or other communication required or permitted hereunder shall be
      sufficiently given if sent by (i) mail by (a) certified mail, postage prepaid,
      return receipt requested and (b) first class mail, postage prepaid (ii)
      overnight delivery with confirmation of delivery or (iii) facsimile transmission
      with an original mailed by first class mail, postage prepaid, addressed as
      follows:




Address:ToNameAttn:Name
                of PurchaserTo
                Power3:
            
            Power3
                Medical Products, Inc.3400
                Research Forest Drive, Suite B2-3The
                Woodlands, Texas 77381Attn:
                Steven B. RashFax
                No.: 281-466-1481




or
      in
      each case to such other address and facsimile number as shall have last been
      furnished by like notice. If all of the methods of notice set forth in this
      Paragraph “C” of this Article “8” of this Agreement are impossible for any
      reason, notice shall be in writing and personally delivered to the aforesaid
      addresses. Each notice or communication shall be deemed to have been given
      as of
      the date so mailed or delivered as the case may be; provided, however, that
      any
      notice sent by facsimile shall be deemed to have been given as of the date
      so
      sent if a copy thereof is also mailed by first class mail on the date sent
      by
      facsimile. If the date of mailing is not the same as the date of sending by
      facsimile, then the date of mailing by first class mail shall be deemed to
      be
      the date upon which notice is given; provided further, however, that any notice
      sent by overnight delivery shall be deemed to have been given as of the date
      of
      delivery.








D.  Governing
      Law; Disputes. This
      Agreement shall in al respects be construed, governed, applied and enforced
      in
      accordance with the laws of the State of New York applicable to contracts made
      and to be performed therein, without giving effect to the principles of
      conflicts of law. The parties hereby consent to and irrevocably and exclusively
      submit to personal jurisdiction over each of the by the Courts of the State
      of
      New York in any action or proceeding, irrevocably waive trial by jury and
      personal service of any and all process and effectuated upon any of them be
      certified mail, return receipt requested, in accordance with Paragraph “C” of
      this Article “8” of this Agreement. In the event the Purchaser commences legal
      action to enforce any of the terms of this Agreement, the Company shall pay
      all
      legal fees and costs incurred by the Purchaser with respect to this
      Agreement.





E.  Construction. Each of
      the parties hereto hereby further acknowledges and agrees that (i) each has
      been
      advised by counsel during the course of negotiations; (ii) each counsel has
      had
      significant input in the development of this Agreement and (iii) this Agreement
      shall not, therefore, be construed more strictly against any party responsible
      for its drafting regardless of any presumption or rule requiring construction
      against the party whose attorney drafted this agreement.





F.  Entire
      Agreement. This
      Agreement and all documents and instruments referred to herein (i) constitute
      the entire agreement and supersede all prior agreements and understandings,
      both
      written and oral, among the parties with respect to the subject matter hereof
      and thereof, and (ii) are not intended to confer upon any person other than
      the
      parties hereto any rights or remedies hereunder. Each party hereto agrees that,
      except for the representations and warranties contained in this Agreement,
      neither party makes any other representations or warranties, and each herby
      disclaims any other representations and warranties made by itself or any of
      its
      officers, directors, employees, agents, financial and legal advisors or other
      representatives, with respect to the execution and delivery of this Agreement
      or
      the transactions contemplated hereby, notwithstanding
      the delivery or disclosure of any documentation or other information with
      respect to any one or more of the foregoing.




G.  Further
      Assurances. The
      parties agree to execute any and all such other further instruments and
      documents, and to take any and all such further actions which are reasonably
      required to effectuate this Agreement and the intents and purposes
      hereof.





H.  Binding
      Agreement. This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and their heirs, executors, administrators, personal representatives, successors
      and assigns.





I.  Non-Waiver. Except
      as otherwise expressly provided herein, no waiver of any covenant, condition,
      or
      provision of this Agreement shall be deemed to have been made unless expressly
      in writing and signed by the party against whom such waiver is charged; and
      (i)
      the failure of any party to insist in any one or more cases upon the performance
      of any of the provisions, covenants or conditions of this Agreement or to
      exercise any option herein contained shall not construed as a waiver or
      relinquishment for the future of any such provisions, covenants or conditions,
      (ii) the acceptance of performance of anything required by this Agreement to
      be
      performed with knowledge of the breach or failure of a covenant, condition
      or
      provision hereof shall not be deemed a waiver of such breach or failure, and
      (iii) no waiver by any party of one breach by another party shall be construed
      as a waiver of any other or subsequent breach.








J.  Counterparts. This
      Agreement may be executed simultaneously in one or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument.





K.  Facsimile
      Signatures. Any
      signature which is delivered via facsimile shall be deemed to be an original
      and
      have the same force and effect as if such facsimile signature were the original
      thereof.





L.  Modifications. This
      Agreement may not be changed, modified, extended, terminated or discharged
      orally, except by a written agreement specifically referring to this Agreement
      which is signed by all of the parties to this Agreement.





M.  Exhibits. All
      Exhibits annexed or attached to this Agreement are incorporated into this
      Agreement by reference thereto and constitute an integral part of this
      Agreement.





N.  Severability. The
      provisions of this Agreement shall be deemed separable. Therefore, if any part
      of this Agreement is rendered void, invalid or unenforceable, such rendering
      shall not affect the validity or enforceability of the remainder of this
      Agreement; provided, however, that if the part or parts which are void, invalid
      or unenforceable as aforesaid shall substantially impair the value of this
      whole
      Agreement to any party, that party may cancel, and terminate this Agreement
      by
      giving written notice to the other party.





**IN
      WITNESS WHEROF,** the
      parties hereto have executed this Agreement as of the date first above
      written.





Name
                of PurchaserBy:Title:Steven
                B. RashPower3
                Medical Products, Inc.By:
            //:Steven
                B. RashTitle:
                Chairman and CEO










**SCHEDULE
      TO**


**STOCK
      PURCHASE AGREEMENT**





The
      Company has issued a Stock Purchase Agreement to the following listed
      shareholders. The terms of the Stock Purchase Agreement issued by the Company
      to
      each of the following shareholders are identical except for the date agreement
      signed, name of the shareholder, address of shareholder and the number of shares
      purchase.




**Date**
                  **Agreement**
                  **Signed**
                
                **Name
                    of Shareholder**
                
                **Address
                    of Shareholder**
                
                **Shares**
                  **Purchased**1/28/2008
                
                Aubuchan,
                    Stacey
                
                46
                    Tanager Trail, The Woodlands, TX 77381
                
                6251/25/2008
                
                Boyle,
                    Kevin
                
                908
                    Randall Street, Reinbeck, IA 50669
                
                100,0001/15/2008
                
                Brown,
                    Alan
                
                155
                    County Road 779, Devine, Texas 78016
                
                95,8251/15/2008
                
                Brown,
                    Carl
                
                1015
                    Texas Hwy. 132 South, Devine, Texas 78016
                
                64,5751/23/2008
                
                Brown,
                    Carl
                
                1015
                    Texas Hwy. 132 South, Devine, Texas 78016
                
                42,5001/15/2008
                
                Brown,
                    John
                
                P.O.
                    Box 327, Devine, Texas 78016
                
                33,3501/23/2008
                
                Brown,
                    John
                
                P.O.
                    Box 327, Devine, Texas 78016
                
                62,5002/7/2008
                
                Capps,
                    Brian
                
                2890
                    Harber Refuge, South Lake, TX 76092
                
                37,5001/28/2008
                
                Colter,
                    Les
                
                9243
                    Deepwater, Dr. Montgomery, TX 77356
                
                12,5001/28/2008
                
                Colter,
                    Ryan
                
                9297
                    Fathom Dr., Montgomery, TX 77356
                
                6,25011/30/2007
                
                Derrick,
                    Thomas
                
                35
                    Biscay Place, The Woodlands, TX 77381
                
                100,00012/31/2007
                
                Don
                    Wiest
                
                103
                    Robin Hood Place, San Antonio, TX 78209
                
                100,00011/27/2007
                
                Engelstad,
                    Derek
                
                1518
                    Washington Ave. Unit D, Houston, TX 77007
                
                15,0001/29/2008
                
                Ernst,
                    Russell
                
                1549
                    141st Lane NW, Andover, MN 55304
                
                62,5001/28/2008
                
                Fether,
                    Curt
                
                3207
                    Barkers Forest Ln., Houston, TX 77084
                
                6,2501/28/2008
                
                Fether,
                    Eugene
                
                14714
                    Sandalfoot, Houston TX 77095
                
                12,5001/28/2008
                
                Fether,
                    Patricia
                
                14714
                    Sandalfoot, Houston TX 77095
                
                12,5001/25/2008
                
                Fulmer,
                    Larry
                
                11409
                    Prestige, Frisco, Texas 75034
                
                40,00011/27/2007
                
                Fulmer,
                    Richard
                
                43
                    Bayou Springs Ct., The Woodlands, TX 77382
                
                12,50012/5/2007
                
                Gattuso,
                    Antoinette
                
                Shady
                    Oak Lane, Conroe, TX 77304
                
                3,75012/5/2007
                
                Hallett,
                    Craig
                
                4165
                    White Oak Lane, Excelsior, MN 55331
                
                250,0001/15/2008
                
                Harrell,
                    Ronald
                
                945
                    County Road 768, Devine, Texas 78016
                
                37,50011/27/2007
                
                Heller,
                    Andrew
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                6,25011/27/2007
                
                Heller,
                    Christina
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                12,5001/28/2008
                
                Heller,
                    Christina
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                17,00011/30/2007
                
                Heller,
                    David
                
                9476
                    McGee Way, Eden Prairie, MN 55347
                
                200,00011/27/2007
                
                Heller,
                    Lyndsey
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                12,50011/15/2007
                
                Heller,
                    Mike
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                700,00011/27/2007
                
                Heller,
                    Mike
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                300,00012/31/2007
                
                Heller,
                    Mike
                
                114
                    East Placid Hill, The Woodlands, TX 77381
                
                1,000,00012/5/2007
                
                Heller,
                    Stephen
                
                3436
                    Deer Creek Trail, St. Cloud, MN 56301
                
                100,00011/20/2007
                
                Hess,
                    Adam
                
                2
                    Aristis Path, The Woodlands, TX 77382
                
                62,50011/27/2007
                
                Hess,
                    Adam
                
                2
                    Aristis Path, The Woodlands, TX 77382
                
                37,5001/29/2008
                
                Hux,
                    Randy
                
                1423
                    Alice Dr., Lafayette, LA 70503
                
                250,0001/29/2008
                
                Jasik,
                    Steven
                
                1210
                    Hillcrest Dr., New Braunsfels, TX 78130
                
                5,0001/29/2008
                
                Jones,
                    Bart
                
                25630
                    Cliff Crossing, Spicewood, TX 78669
                
                250,0001/31/2008
                
                Jones,
                    Paul
                
                21
                    Huntsman Horn, The Woodlands, TX 77380
                
                1,250









12/18/2007
                
                Khalil,
                    Nicholas
                
                9146
                    Shetland Rd., Eden Prairie, MN 55347
                
                100,00012/18/2007
                
                Kiphart,
                    Miles
                
                18027
                    Rosemont Estates Ln., Cypress, TX 77429
                
                6,25011/30/2007
                
                Kiphart,
                    Orel
                
                20914
                    Ruby Valley Court, Cypress, Texas 77433
                
                300,0001/28/2008
                
                Kronsage,
                    Todd
                
                3
                    Chancery Place, The Woodlands 77381
                
                2,000,00012/14/2007
                
                McCormick,
                    Donald
                
                301
                    E 26th St. Houston, TX 77008
                
                6,25012/14/2007
                
                McCormick,
                    John
                
                3711
                    Fern View Dr., Kingwood, Texas 77345
                
                6,25012/5/2007
                
                McDaniel,
                    Bill
                
                1318
                    Buschong, Houston, TX 77039
                
                150,00012/18/2007
                
                Meier,
                    Teresa
                
                7026
                    Foxwick Lane, Humble, TX 77338
                
                6,25011/20/2007
                
                Mitchel,
                    Jim
                
                5708
                    N. Shepherd Suite C3, Houston, TX 77091
                
                100,00012/14/2007
                
                Moncivais,
                    Gus
                
                16
                    Tanager Trail, The Woodlands, TX 77381
                
                28,75012/14/2007
                
                Moncivais,
                    Matthew
                
                16
                    Tanager Trail, The Woodlands, TX 77381
                
                4,3751/28/2008
                
                Norris,
                    Windell D. III
                
                3403
                    Edmonson Ct., Missouri City, TX 77459
                
                62,50011/20/2007
                
                Obrant,
                    Joseph
                
                318
                    Ingeborg Road, Wynnewod, PA 19096
                
                300,0001/25/2008
                
                Obrant,
                    Joseph
                
                318
                    Ingeborg Road, Wynnewod, PA 19096
                
                187,50011/19/2007
                
                Paulsen
                    Premier Properties, LL
                
                17
                    Linnet Chase PL, The Woodlands, TX 77381
                
                250,00011/27/2007
                
                Paulsen,
                    John
                
                P.O.
                    Box 132432, Spring, TX 77363
                
                100,00012/18/2007
                
                Perez,
                    Barbara
                
                964
                    Birnham Woods Blvd., Pasadena, TX 77503
                
                6,2501/29/2008
                
                Pessina,
                    Paul
                
                224
                    Yosef Dr. Apt D, Boone, NC 28607
                
                37,50012/14/2007
                
                Rivera,
                    Linh
                
                3431
                    Dawnwood Dr., Spring, TX 77380
                
                3,75012/5/2007
                
                Robb,
                    Richard
                
                3601
                    Normandy Ridge, Austin, TX 78738
                
                100,0001/29/2008
                
                Roerick,
                    Mark
                
                17351
                    121st Ave, Kimball, MN 55353
                
                300,0001/28/2008
                
                Stromsness,
                    Dustin
                
                11763
                    Park Ridge Ct. Montgomery, TX 77356
                
                62,5001/28/2008
                
                Wakefield,
                    Kirk
                
                342
                    Old Aqua Landing West, Montgomery, TX 77356
                
                62,500