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**CERTIFICATION**

I, R. Paul Gray certify that:

1. I have reviewed this annual report on Form 10KSB of Power 3 Medical Powers, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to
   make the statements made, in light of the circumstances under which such
   statements were made, not misleading with respect to the period covered by
   this annual report;
3. Based on my knowledge, the financial statements, and other financial
   information included in the this annual report, fairly present in all
   material respects the financial condition, results of operations and cash
   flows of the registrant as of, and for the periods presented in this annual
   report;
4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined
   in Exchange Act Rules 13a-15(e) and 15d-15(e))for the registrant and have:
        a. Designed such disclosure controls and procedures, or caused such
           disclosure controls and procedures to be designed under our
           supervision to ensure that material information relating to the
           registrant, including the consolidated subsidiaries, is made
           known to us by others within those entities, particularly during
           the period in which this annual report is being prepared;
        b. Evaluated the effectiveness of the registrant's disclosure
           controls and procedures and presented in this report our
           conclusions about the effectiveness of the disclosure controls
           and procedures, as of the end of the period covered by this
           report based on such evaluation; and
        c. Disclosed in this report any change in the registrant's internal
           control over financial reporting that occurred during the
           registrant's most recent fiscal quarter (the registrants fourth
           fiscal quarter in the case of an annual report) that has
           materially affected, or is reasonably likely to materially
           affect, the registrant's internal control over financial
           reporting; and
5. The registrant's other certifying officers and I have disclosed, based
   on our most recent evaluation of internal control over financial reporting,
   to the registrant's auditors and audit commitee of the registrant's board
   of directors (or persons performing the equivalent functions):
        a. All significant deficiencies and material weaknesses in the
           design or operation of internal control over financial reporting
           which are reasonably likely to adversely affect the registrant's
           ability to record, process, summarize, and report financial
           information
        b. Any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           control over financial reporting

Date:April 14, 2004
                                                   /s/ R. Paul Gray
                                                   By: R. Paul Gray
                                                   Title: Chief Financial Officer
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