**SHARE PURCHASE AGREEMENT**




And
      PURCHASER QUESTIONAIRE




**POWER3 MEDICAL
      PRODUCTS, INC.**


DATE







**POWER3 MEDICAL PRODUCTS, INC.**




SHARE PURCHASE AGREEMENT




THIS
      SHARE PURCHASE AGREEMENT (the “ ***Agreement*** ”) is
      entered into as of DATE by and among Power3 Medical Products, Inc., a New York
      Corporation (the “ ***Company*** ”)
      and
      the purchasers identified on Exhibit
      A on
      the
      date hereof (which entities are hereinafter collectively referred to as the ***“ Purchasers*** ”
and
      each individually as, a ***“ Purchaser*** ”).  The Company is
      issuing investment shares (“ ***Shares*** ”) each consisting of one
      (1) Common stock share (the “ ***Common Shares*** ”)
      of the
      Corporation. The investors shall be issued common stock purchase warrants (the ***“Warrants”*** )
      in an
      amount equal to Forty percent (40%) of the number of common shares issued at
      Closing together with the Common Shares (the “ ***Units*** ”)
      on the
      following terms (the **“Offering”** ):





The
      purchase price for each Share shall be Ten Cents ($0.10).





The
      exercise price of the Warrants shall be Fifteen Cents ($0.15)





The
      Warrants shall have a term of three (3) years from Closing.




The
      Shares may also be referred to as the “ ***Securities*** ”




RISK FACTORS




The Purchaser acknowledges and understands
      that, because of the speculative nature of this investment, he can lose the
      entire value of his investment. The purchaser also understands that the Shares
      will not be registered and therefore not freely tradable. Further, the Purchaser
      understands that the Company is in default upon certain of its debts, if not
      resolved, could have material adverse effects on the going concern status of
      the
      Company. For additional Risk Factors, see SEC Form 10-KSB, as of 12/31/06.
      The
      Company represents and warrants that the Risk Factors that will appear in its
      12/31/07, when filed with the SEC, will be the same as those that are in the
      attached 12/31/06 Form 10-KSB, and further, that, as of the date of this
      Agreement, no additional Risk Factors would need to be added.




BACKGROUND





A.  The
      Company engages in the early detection, monitoring and targeting of diseases
      through the analysis of proteins. Proteomics is the study and analysis of
      proteins. The Company’s business objective is to commercialize its intellectual
      property by focusing on disease diagnosis, protein and biomarkers identification
      and drug resistance in the areas of cancers, neurodegenerative and neuromuscular
      diseases (collectively, the “ ***Business*** ”). For a
      further description of the business, see SEC Form 10-KSB attached.





B  The
      Company has authorized 35,000,000 Common Shares for sale and issuance to the
      Purchasers pursuant to this Agreement.




C.  Each
      Purchaser desires to purchase the Shares set forth opposite its name on Exhibit
      A attached
      hereto on the terms and conditions set forth herein.





D  The
      Company desires to issue and sell the Shares to each Purchaser on the terms
      and
      conditions set forth herein.





NOW,
      THEREFORE, in consideration of the representations, warranties, covenants and
      agreements herein contained and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the parties, intending
      to be legally bound, hereby agree as follows:










1.  AGREEMENT
      TO SELL AND PURCHASE.





1.1.  Authorization
      of Shares .
      On or
      prior to the Closing (as defined in Section 2.1 below), the Company shall have
      authorized the sale and issuance of up to 35,000,000 Common Shares.




1.2.  Sale
      and Purchase .
      Subject
      to the terms and conditions hereof without any adjustment to the Purchase Price
      or delivery of any additional consideration, and in reliance upon the
      representations, warranties and covenants contained herein, at the Closing,
      the
      Company hereby agrees to issue and sell to each Purchaser ,and each Purchaser,
      subject to the terms and conditions hereof and in reliance upon the
      representations, warranties and covenants contained herein, agrees to purchase
      from the Company, the number of Shares set forth opposite such
      Purchaser’s name.




1.3.  Placement Agent Compensation. Upon
      the
      occurrence of each Closing (as hereinafter defined), the Company shall pay
      to
      the Placement Agent: (i) a placement agent fee in cash in an amount equal to
      8.0% of the total gross proceeds received by the Company from the sale of the
      Securities, (ii) Warrants to purchase a number of shares of common stock of
      the
      Company equal to twelve and a half percent (12.5%) of the number of Securities
      sold by the Company in the offering at an exercise price equal to the sale
      price
      of the Shares and for a term of five years (the “Placement Agent Warrants”), and
      (iii) a 1% non-accountable expense allowance.





2.  CLOSING,
      DELIVERY AND PAYMENT.





2.1.  Closing .
      The
      closing of the sale and purchase of the number of shares (the “ ***Closing*** ”),
      shall
      take place at the Company’s office.





2.2.  Delivery;
      Payment. At
      the
      Closing, subject to the terms and conditions hereof, the Company will deliver
      to
      the Purchasers certificates representing the number of Shares to be purchased
      at
      the Closing by the Purchasers, against payment of the full amount of the
      Purchase Price therefore in cash by wire transfer of immediately available
      funds
      made payable to the order of the Company or as it shall direct. Unless otherwise
      requested by any Purchaser, each Purchaser will receive at the Closing, as
      applicable, one (1) certificate registered in its name, for the (restricted)
      Common Shares purchased by it.





2.3.  Use
      of
      Proceeds .
      The
      proceeds received by the Company at the Closing shall be used for general
      corporate purposes.





3.  REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.





The
      Company represents and warrants to each of the Purchasers that the statements
      made in this Section 3 are true and correct. As used herein, the term
“ ***Knowledge*** ”
means
      the knowledge of any officer of the Company, following such inquiries and
      investigations as would be deemed appropriate by a reasonable businessperson
      in
      the software industry in the prudent management of his or her business
      affairs.





3.1.  Organization,
      Good Standing and Qualification .
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the Securities Exchange Act of 1934. The Company has all requisite
      corporate power and authority to own and operate its properties and assets,
      to
      execute and deliver this Agreement, and, to the extent applicable, to issue
      and
      sell the Securities, and to carry out the provisions of this Agreement and
      the
      Certificate and to carry on its business as currently conducted and as currently
      proposed to be conducted.










3.2.  Subsidiaries .
      The
      Company does not have any Subsidiaries (as defined herein) other than those
      identified on Schedule
      3.2 .
      The
      Company does not own any ownership interest or profits interest in any other
      corporation, limited liability company, limited partnership or similar entity.
      Except as set forth on Schedule
      3.2 ,
      the
      Company is not a participant in any joint venture, partnership or similar
      arrangement. For the purpose of this Agreement, “ ***Subsidiaries*** ”
means,
      with respect to any Person (as defined below) (including the Company), any
      corporation, partnership, association or other business entity of which more
      than 50% of the issued and outstanding stock or equivalent thereof having
      ordinary voting power is owned or controlled by such Person, by one or more
      Subsidiaries or by such Person and one or more Subsidiaries of such Person.
      For
      purposes of this Agreement, “ ***Person*** ”
means
      any individual, corporation, partnership, firm, joint venture, association,
      limited liability company, limited liability partnership, joint-stock company,
      trust, unincorporated organization or governmental entity.





3.3.  Capitalization;
      Voting Rights .
      The
      authorized capital stock of the Company, immediately prior to the Closing,
      consists of: (i) 108,491,470 Class A Common Shares outstanding, plus (ii)
      10,960,526 additional shares upon conversion of convertible debentures and
      notes, which would reduce the Company’s debt by $0.4 million (plus another
      4,705,882 that could be issued, subject to a dispute with two convertible
      debenture holders) , plus (iii) 29,174,369 additional shares upon exercise
      of
      warrants and options, plus (iv) approximately 16,000,000 additional shares
      if
      management elects to covert its $1,899,816 of debt to the Company. Upon
      consummation of the purchase and sale of the Securities contemplated by this
      Agreement, all issued and outstanding shares of the Company’s Common Shares
      issued pursuant to this Agreement will be: (a) duly authorized, validly issued,
      fully paid and nonassessable, (b) issued in compliance with all applicable
      state
      and federal laws concerning the issuance of securities, and (c) free of any
      liens or encumbrances other than liens and encumbrances created by or imposed
      upon the Purchasers. The issuance and sale of the Securities will not obligate
      the Company to issue shares of Common Shares or other securities to any Person
      (other than the Securities and the Company’s obligation to issue to the
      Placement Agent warrants representing the right to purchase an aggregate of
      12.5% of the number of Shares issued pursuant to this Agreement) 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,
      the Board of Directors of the Company or others is required for the issuance
      and
      sale of the Securities. Except as described 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. A complete list of stockholders of the Company that are officers,
      directors and individuals holding more than 5% of the outstanding Common Shares
      is included in the SEC Reports.




3.4.  Authorization;
      Binding Obligations .
      All
      corporate actions by or on behalf of the Company necessary for the authorization
      of this Agreement, the performance of all obligations of the Company hereunder
      and thereunder at the Closing and the authorization, sale, issuance and delivery
      of the Securities and the authorization and reservation of the Underlying
      Securities pursuant to the Certificate have been taken or will be taken prior
      to
      the Closing. This Agreement (assuming due execution and delivery by the
      Purchasers), when executed and delivered, will be valid and binding obligations
      of the Company enforceable against the Company in accordance with its terms,
      subject to the effects of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and other similar laws related to or affecting
      creditors rights generally. The sale of Securities is not subject to any
      preemptive rights or rights of first refusal that have not been properly waived.
      The execution, delivery and performance of, and the consummation of the
      transactions contemplated by, this Agreement, including without limitation
      the
      sale, issuance and delivery of the Securities, have not resulted and will not
      result in (a) any violation of, or default under, or conflict with, or
      constitute, with or without the passage of time or the giving of notice or
      both,
      any violation of, or default under or give rise to any right of termination,
      cancellation or acceleration under (i) any term or provision of (A) the
      Certificate or bylaws, (B) any written contract, agreement, instrument,
      arrangement or understanding of the Company or any oral contract, agreement,
      instrument, arrangement or understanding that is legally binding on the Company,
      or (C) any judgment, order, writ, injunction or decree or any court, government
      agency or instrumentality of any arbitrator, in each case, to which the Company
      is a party or by which it or any of its properties or assets are bound or (ii)
      any statute, rule or regulation applicable to the Company or any of its
      properties or assets or (b) the creation of any mortgage, lien, pledge,
      encumbrance or charge upon any of the properties or assets of the
      Company.











3.5.  Financial
      Statements .
      The
      Company has filed all reports required to be filed by it under the Securities
      Act and the Securities Exchange Act of 1934, as amended (“ ***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 being collectively referred to herein as
      the
“ ***SEC
      Reports*** ”)
      in
      accordance with the time requirements of the Securities Act and the Exchange
      Act. 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 hereunder, 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. The Company has advised the Purchasers
      that a correct and complete copy of each of the SEC Reports (together with
      all
      exhibits and schedules thereto and as amended to date) is available at http://www.sec.gov ,
      a
      website maintained by the Commission where Investor may view the SEC Reports.
      The financial statements of the Company included in the SEC Reports (the
      " ***Financial
      Statements*** ")
      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 all material respects
      in accordance with 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 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.





3.6.  Liabilities .
      The
      Company does not have any debts, obligations or liabilities individually in
      excess of $25,000 or in excess of $250,000 in the aggregate (contingent or
      otherwise) required to be disclosed in the Financial Statements under GAAP
      that
      are not disclosed in the Financial Statements, except for debts, obligations,
      or
      liabilities arising in the ordinary course of business since September 30,
      2007
      (the " ***Statement
      Date*** ").
      The
      Company is not a guarantor or indemnitor of any indebtedness of any other
      Person.





3.7.  Agreements;
      Action .




(a)
      There
      are no oral or written agreements, understandings, instruments, contracts,
      proposed transactions (for which term sheets have been issued), judgments,
      orders, writs or decrees to which the Company is a party or by which it is
      bound
      which may relate to (i) obligations (contingent or otherwise) of, or payments
      to, the Company in excess of $25,000 (other than obligations of, or payments
      to,
      the Company arising from purchase or sale agreements (including subscription
      arrangements) entered into in the ordinary course of business), (ii) provisions
      materially adversely affecting or restricting the development, presentation
      or
      delivery of the Company’s products or services, including all agreements
      relating to the receipt or provision of substantive content or other information
      by the Company, or (iii) indemnification by the Company with respect to
      infringements of proprietary rights.










(b)
      Since
      the Statement Date, the Company has not (i) declared or paid any dividends,
      or
      authorized or made any distribution upon or with respect to any class or series
      of its capital stock, (ii) incurred any indebtedness for money borrowed or
      any
      other liabilities (other than with respect to accounts payable and other
      obligations incurred in the ordinary course of business) individually in excess
      of $25,000 or, in the case of indebtedness and/or liabilities individually
      less
      than $25,000, in excess of $50,000 in the aggregate, (iii) made any loans or
      advances to any person, other than ordinary advances for travel expenses and
      similar reimbursable business expenses, or (iv) sold, exchanged or otherwise
      disposed of any of its assets or rights having a fair market value in excess
      of
      $25,000.




(c)
      For
      the purposes of subsections (a) and (b) above, all indebtedness, liabilities,
      agreements, understandings, instruments, contracts and proposed transactions
      involving the same person or entity (including persons or entities that, to
      the
      Company’s Knowledge are affiliated therewith) shall be aggregated for the
      purpose of meeting the individual minimum dollar amounts of such
      subsections.





3.8.  Obligations
      to Related Parties .
      There
      are written agreements, understandings or proposed transactions between the
      Company, on the one hand, and the Company’s officers and directors, Steven B.
      Rash and Ira L. Goldknopf, for pledging their respective shares directly
      attributable to ongoing corporate finance activities. The total owed to Messrs
      Rash and Goldknopf is $1,899,816 or approximately 16,000,000 shares. Mr. Rash
      intends to convert his debt, approximately one half of the $1.9 million, into
      9,914,500 of these shares by June 30, 2008. Mr. Goldknopf has the option through
      2008 to decide upon conversion or repayment. Other customary arrangements
      include reimbursement for reasonable expenses incurred on behalf of the Company;
      and for other standard employee benefits made generally available to all
      Employees (including stock option agreements outstanding under any stock option
      plan approved by the Board of Directors of the Company). None of the officers,
      directors or stockholders of the Company or any members of their immediate
      families are indebted to the Company or, to the Company’s Knowledge, have any
      direct or indirect ownership interest in any firm or corporation with which
      the
      Company is affiliated or with which the Company has a business relationship,
      or
      any firm or corporation which competes with the Company. To the Company’s
      Knowledge, no officer or director or any stockholder of the Company or any
      member of their respective immediate families, has, directly or indirectly,
      an
      interest in any contract with the Company (other than such contracts as relate
      to any such person’s ownership of capital stock or other securities of the
      Company). To the Company’s Knowledge, there is no familial or other significant
      business relationship that exists between or among any Employee of the Company
      and any customer, supplier, vendor or contractor of the Company. For purposes
      of
      this Agreement, “ ***Employee*** ”
shall
      mean any person employed by the Company, whether directly or indirectly, by
      lease or co-employment arrangement with a third-party or otherwise.





3.9.  Changes .
      Since
      the September 30, 2007 (the “Statement Date”), there has not been:





(a)
      Any
      change in the assets, liabilities, financial condition, operations or, to the
      Knowledge of the Company, any prospects of the Company, which individually
      or in
      the aggregate has had or is reasonably likely to have a material adverse effect
      on the assets, liabilities, financial condition, operations or prospects of
      the
      Company;





(b)
      The
      Company has not received notification of any impending resignation of employment
      from any such officer;




(c)
      Any
      material change in the contingent obligations of the Company by way of guaranty,
      endorsement, indemnity, warranty or otherwise;





(d)
      Any
      damage, destruction or loss adversely affecting the properties, Business or
      financial condition of the Company, or to the Company’s Knowledge, its
      prospects, whether or not covered by insurance, with a fair market value of
      at
      least $25,000, in each instance, or more than $50,000 in the
      aggregate;










(e)
      Any
      waiver by the Company of a valuable right or of a debt in excess of $25,000
      owed
      to it;





(f)
      Any
      change in any compensation arrangement or agreement with any Employee, officer,
      director or stockholder of the Company that would increase the cost of any
      such
      agreement or arrangement to the Company by more than $10,000 in each
      instance;




(g)
      To
      the Company’s Knowledge, any labor organization activity of the Employees of the
      company,





(h)
      Any
      change in any agreement to which the Company is a party or by which it is bound
      that materially adversely affects the business, assets, liabilities, financial
      condition or operations of the Company or, to the Company’s Knowledge, its
      prospects; or





(i)
      Any
      other event or condition of any character that, either individually or
      cumulatively, has materially and adversely affected the business, assets,
      liabilities, financial condition or operations of the Company or, to the
      Company’s Knowledge, its prospects.





3.10.  Title
      to Properties and Assets; Liens, etc .
      The
      Company has good and marketable title to its properties and assets, including
      the properties and assets reflected in the most recent balance sheet included
      in
      the Financial Statements, and good title to its leasehold estates, in each
      case
      subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
      (a) those resulting from taxes
      which have not yet become delinquent, (b) minor liens and encumbrances which
      do
      not detract from the value of the property subject thereto or impair the
      operations of the Company, and (c) those that have otherwise arisen in the
      ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles
      and other properties owned, leased or used by the Company are in good operating
      condition and repair and are fit and usable for the purposes for which they
      are
      being used. The Company is in material compliance with all terms of each lease
      to which it is a party or is otherwise bound.





3.11.  Intellectual
      Property .





(a)
      The
      Company owns or possesses sufficient legal rights to use all patents,
      applications for patents, trademarks, trademark registrations, applications
      for
      trademark registrations, service marks, trade names, copyrights, trade secrets,
      computer software and applications, product related artwork and know-how
      (including any registrations and applications for registration thereof),
      licenses, information and other proprietary rights and processes (collectively, ***“Intellectual
      Property”*** ),
      necessary for the Business, and Company’s use of the Company Intellectual
      Property has not and, to the Company’s Knowledge, will not constitute any
      infringement of the rights of any other person or entity. All registrations
      and
      applications for registration of Company Intellectual Property and applications
      in process for Company Intellectual Property are identified and constitute
      all
      of the Intellectual Property used in connection with the Business. There is
      a
      licensing agreement with Biosite, where as Biosite has paid and licensed four
      (4) of the Company’s proprietary proteomic biomarkers. The Company is also in
      discussion with Neogenomics concerning a possible extension to an agreement
      that
      expired November 16, 2007 and there can be no assurance that Power3 will agree
      to an extension of the agreement. The agreement would provide for Neogenomics,
      Inc. to have the right to purchase 20% of the Company for $0.20 per share or
      $20,000,000.00 USD on a fully-diluted basis, whichever is less, and up to
      another 40% of the Company (a total of 60%) to purchase from November 16, 2007
      through May 16, 2008 for $0.40 per share or $40,000,000.00 USD on a
      fully-diluted basis, whichever is less, or between May 17, 2008 and November
      15,
      2008 for $0.50 per share or $50,000,000.00 USD on a fully-diluted basis,
      whichever is less, to license on a non-exclusive basis select proteomic
      biomarkers from the Company. Both the Company and Neogenomics, Inc. will
      subsequently establish a joint-ventured (JV) Contract Research Organization
      (CRO) upon option execution of Neogenomics, Inc. to purchase 20% of the Company.
      The JV will license the technology. The Company will own up to 40% of the joint
      ventured CRO. The Company continues to explore further licensing opportunities
      with both diagnostic and therapeutic companies to generate revenues from their
      intellectual property. The Company has not received any communications alleging
      that it has violated or, by conducting its Business, would violate any of the
      patents, trademarks, service marks, trade names, copyrights or trade secrets
      or
      other proprietary rights of any other person or entity.











(b)
      To
      the Company’s Knowledge, it is not necessary to the Business to utilize any
      inventions, trade secrets or proprietary information of any of its Employees
      made prior to their employment by the Company, except for inventions, trade
      secrets or proprietary information that have been assigned to the
      Company.





(c)
      Since
      the Statement Date, there has not been any sale, assignment or transfer of
      any
      patents, trademarks, copyrights, trade secrets or other intangible assets of
      the
      Company.





3.12.  Compliance
      with Other Instruments .
      The
      Company is not in violation or default of any term of the Certificate or its
      Bylaws (in each case, as amended to date), or of any provision of any mortgage,
      indenture, contract, agreement, instrument or contract to which it is party
      or
      by which it is bound or of any judgment, decree, order, writ or any statute,
      rule, regulation, order or restriction of any domestic or foreign government
      or
      any instrumentality or agency thereof applicable to the Company which
      individually or in the aggregate is reasonably likely to materially and
      adversely affect the business, assets, liabilities, financial condition,
      operations or prospects of the Company, other than approximately $423,000 USD
      of
      convertible debentures which is disclosed in the Company’s most recent 10-QSB
      filing.





3.13.  Litigation .
      There
      is no action, suit or proceeding pending or, to the Company’s Knowledge, any
      threatened action, suit or proceeding against the Company or any investigation
      of the Company nor is the Company aware that there is any basis for any of
      the
      foregoing that, individually or in the aggregate, if determined adversely to
      the
      Company, would reasonably be expected to have a Material Adverse Effect or
      materially and adversely affect the ability of the Company to perform its
      obligations. There is however on going litigation that is defined and contained
      within the Company’s most recent 10- QSB dated September 30, 2007. The Company
      is not a party or subject to the provisions of any order, writ, injunction,
      judgment or decree of any court or government agency or instrumentality. There
      is no action, suit, proceeding or investigation by the Company currently pending
      or that the Company intends to initiate.





3.14.  Tax
      Returns and Payments .
      (a) the
      Company has timely filed or caused to be filed all tax returns (federal, state
      and local) required to be filed by it (“ ***Tax
      Returns*** ”)
      and
      (b) all taxes shown to be due and payable on such Tax Returns, and any written
      assessments imposed on the Company in respect of any taxable period ending
      on or
      before the Closing have been paid or will be paid prior to the time they become
      delinquent or are being contested in good faith. The Company has not been
      advised in writing and has no Knowledge of any deficiency, assessment or
      proposed adjustment to its federal, state or local taxes.





3.15.  Real
      Property Holding Corporation .
      The
      Company is not, and has never been, a “United States real property holding
      corporation” as that term is defined in Section 897 of the Internal Revenue Code
      of 1986, as amended (the “ ***Code*** ”).











3.16.  Employees .





(a)
      (i)
      the Company has no, and never has had any, collective bargaining agreements
      with
      any of its employees; (ii) there is no labor union organizing activity pending
      or, to the Company’s Knowledge, threatened with respect to the Company; (iii) no
      employee has or is subject to any agreement or contract (including, without
      limitation, licenses, covenants or commitments of any nature) regarding his
      employment; (iv) to the Company’s Knowledge, none of its Employees is subject to
      any judgment, decree or order of any court or governmental agency, that would
      interfere with his or her duties to the Company or that would conflict with
      the
      Business as currently conducted; (v) to the Company’s Knowledge, no employee,
      nor any consultant with whom the Company has contracted, is in violation of
      any
      term of any employment contract, proprietary information agreement or any other
      agreement relating to the right of any such individual to be employed by, or
      to
      contract with, the Company; (vi) to the Company’s Knowledge, the continued
      employment by the Company of its present employees, and the


performance
      of the Company’s contracts with any independent contractors, will not result in
      any violation of any term of any employment contract, proprietary information
      agreement or any other agreement relating to the right of any such individual
      to
      be employed by, or to contract with, the Company, and the Company has not
      received any written notice alleging that such violation has occurred; and
      (vii)
      the Company does not have any present intention to terminate the employment
      of
      any officer or key employee.





(b)
      The
      Company has not received written notice and has no Knowledge of any outstanding
      or threatened claims against the Company or any affiliate (whether under federal
      or state law, under any employment agreement, or otherwise) asserted by any
      present or former Employee of the Company that, individually or in the
      aggregate, if determined adversely to the Company, would reasonably be expected
      to have a Material Adverse Effect or materially and adversely affect the ability
      of the Company to perform its obligations. To the Company’s Knowledge it is not
      in material violation of any law, ordinance or governmental rule or regulation
      concerning immigration or the employment of persons other than U.S.
      citizens.





3.17.  Designation
      of Intellectual Property Rights .
      Each
      current employee, officer and director of the Company have executed a
      proprietary information and inventions agreement (the


“ ***Designation
      of Intellectual Property Rights*** ”).
      No
      current employee, officer and director of the Company has excluded works or
      inventions made prior to his or her employment with the Company from his or
      her
      assignment of inventions pursuant to such employee, officer or director’s
      Proprietary Information and Inventions Agreement.





3.18.  Obligations
      of Management .
      Each
      officer of the Company is a full-time employee of the Company and is currently
      devoting one hundred percent (100%) of his or her business time to the conduct
      of the business of the Company. The Company has not received notice that any
      officer or key employee of the Company is planning to work less than full time
      at the Company in the future.





3.19.  Real
      Property .
      The
      Company has no interest in any real estate, except that the Company leases
      the
      property at its office in The Woodlands, TX (the “ ***Leased
      Real Property*** ”).
      The
      Leased Real Property is adequate for the operations of the Business as currently
      conducted and as contemplated to be conducted as of the Closing. The Company
      has
      paid all amounts due and has not received written notice and has no Knowledge
      that it is in default under the Real Property Lease and there exists no
      condition or event, which, with the passage of time, giving of notice or both,
      could reasonably be expected to give rise to a default under or breach of the
      Real Property Lease.





3.20.  Offering
      Valid .
      Assuming the accuracy of the representations and warranties of the Purchasers
      contained in Section 4.2 hereof, the offer, sale and issuance of the Securities
      pursuant to this Agreement will be exempt from the registration requirements
      of
      the Securities Act of 1933 (the “ ***Securities
      Act*** ”)
      will
      have been registered or qualified (or are exempt from registration and
      qualification) under the registration, permit or qualification requirements
      of
      all applicable state securities laws. As to the states where the purchasers
      reside, the Company will file all applicable blue sky forms and subsequently
      file FORM D with the states and the SEC.











3.21.  Full
      Disclosure .
      The
      representations, warranties and other statements contained in this Agreement,
      the Schedules and Exhibits hereto do not contain any untrue statement of a
      material fact or omit to state a material fact necessary in order to make the
      statements contained herein or therein not misleading.





3.22.  Insurance ,
      The
      Company’s insurance policies and binders are valid and in full force and effect.
      The Company is not in default with respect to any provision contained in any
      such policy or binder and has not failed to give any notice or present any
      claim
      of which it has notice under any such policy or binder in a timely fashion.
      Except in the ordinary course of business, the Company has not received or
      given
      a notice of cancellation or non renewal with respect to any such policy or
      binder. None of the applications for such policies or binders contain any
      material inaccuracy, and all premiums for such policies and binders have been
      paid when due. The Company has no Knowledge of any state of facts or the
      occurrence of any event that is reasonably likely to form the basis for any
      claim against it not fully covered by its policies





3.23.  Investment
      Company Act .
      The
      Company is not an “investment company”, or a company “controlled” by an
“investment company”, within the meaning of the Investment Company Act of 1940,
      as amended.





3.24.  Foreign
      Payments; Undisclosed Contract Terms .





(a)
      The
      Company has not, with respect to the Business, made any offer, payment, promise
      to pay or authorization for the payment of money or an offer, gift, promise
      to
      give, or authorization for the giving of anything of value to any person in
      violation of the Foreign Corrupt Practices Act of 1977, as amended and the
      rules
      and regulations promulgated thereunder.





(b)
      There
      are no understandings, arrangements, agreements, provisions, conditions or
      terms
      relating to, and there have been no payments made to any person or entity in
      connection with any agreement, contract, commitment, lease or other contractual
      undertaking of the Company which are not expressly set forth in such contractual
      undertaking.





3.25.  No
      Broker .
      The
      Company has not employed any broker or finder, or incurred any liability for
      any
      brokerage or finders fees or any similar fees or commissions in connection
      with
      the transactions contemplated by this Agreement.





4.  REPRESENTATIONS
      AND WARRANTIES OF THE PURCHASERS.




Each
      Purchaser hereby severally, and not jointly, represents and warrants to the
      Company as follows:





4.1.  Requisite
      Power and Authority .
      Such
      Purchaser has all necessary power and authority under all applicable provisions
      of law to execute and deliver this Agreement, to consummate the transactions
      contemplated hereby and thereby and to perform its obligations hereunder and
      thereunder. All
      actions on such Purchaser’s part required for the lawful execution and delivery
      of this Agreement, the consummation of the transactions contemplated hereby
      and
      thereby and the performance of all obligations of such Purchaser hereunder
      and
      thereunder, have been or will be effectively taken prior to the Closing. Upon
      its execution and delivery, this Agreement will be valid and binding obligations
      of such Purchaser, enforceable in accordance with its terms, except (a) as
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other laws of general application affecting enforcement of creditors’ rights,
      (b) general principles of equity that restrict the availability of equitable
      remedies, and (c) to the extent that the enforceability of the indemnification
      provisions of this Agreement may be limited by applicable laws.









4.2.  Investment
      Representations. Such Purchaser understands that the Securities have not
      been registered under the Securities Act, under any state securities laws or
      under securities laws of any other jurisdiction. Such Purchaser also understands
      that the Securities are being offered and sold pursuant to an exemption from
      registration contained in the Securities Act based in part upon such Purchaser’s
      representations contained in this Agreement. Such Purchaser hereby represents
      and warrants as follows:





(a)
      Purchasers Bear Economic Risk. Such Purchaser has substantial experience
      in evaluating and investing in private placement transactions of securities
      in
      companies similar to the Company so that it is capable of evaluating the merits
      and risks of its investment in the Company and has the capacity to protect
      its
      own interests. Such Purchaser is capable of bearing the economic risk of this
      investment indefinitely and is able to bear a complete loss of its investment
      in
      the Company. Such Purchaser also represents it has not been organized for the
      purpose of acquiring the Securities.





(b)
      Acquisition for Own Account. Such Purchaser is acquiring the Securities
      for its own account, not as nominee or agent, for investment only, and not
      with
      a view towards their resale or distribution or any part thereof, and such
      Purchaser has no present intention of selling, granting any participation in
      or
      otherwise distributing the same. By executing this Agreement, such Purchaser
      further represents that such Purchaser does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participations to such person or to any third person, with respect to any of
      the
      Securities.





(c)
      Purchasers Can Protect Its Interest. Such Purchaser represents that by
      reason of its, or of its management’s, business or financial experience, such
      Purchaser has the capacity to protect its own interests in connection with
      the
      transactions contemplated in this Agreement. Further, such Purchaser is aware
      of
      no publication of any advertisement in connection with the transactions
      contemplated in the





(d)
      Accredited Investor. Such Purchaser is an “accredited investor” within
      the meaning of Regulation D under the Securities Act. and within the meaning
      of
      National Instrument 45-106 Prospectus and Registration Exemptions and has
      executed and delivered to the Company the Accredited Investor Form attached
      herewith as Exhibit B.





(e)
      Rule 144. Such Purchaser acknowledges and agrees that the Securities must
      be held indefinitely unless they are subsequently registered under the
      Securities Act or an exemption from such registration is available. Such
      Purchaser has been advised or is aware of the provisions of Rule 144 promulgated
      under the Securities Act as in effect from time to time, which permits limited
      resale of securities purchased in a private placement subject to the
      satisfaction of certain conditions, including, among other things: the
      availability of certain current public information about the Company, the
      resale





4.2.  Investment
      Representations. Such Purchaser understands that the Securities have not
      been registered under the Securities Act, under any state securities laws or
      under securities laws of any
      other
      jurisdiction. Such Purchaser also understands that the Securities are being
      offered and sold pursuant to an exemption from registration contained in the
      Securities Act based in part upon such Purchaser’s representations contained in
      this Agreement. Such Purchaser hereby represents and warrants as
      follows:





(a)
      Purchasers Bear Economic Risk. Such Purchaser has substantial experience
      in evaluating and investing in private placement transactions of securities
      in
      companies similar to the Company so that it is capable of evaluating the merits
      and risks of its investment in the Company and has the capacity to protect
      its
      own interests. Such Purchaser is capable of bearing the economic risk of this
      investment indefinitely and is able to bear a complete loss of its investment
      in
      the Company. Such Purchaser also represents it has not been organized for the
      purpose of acquiring the Securities.








(b)
      Acquisition for Own Account. Such Purchaser is acquiring the Securities
      for its own account, not as nominee or agent, for investment only, and not
      with
      a view towards their resale or distribution or any part thereof, and such
      Purchaser has no present intention of selling, granting any participation in
      or
      otherwise distributing the same. By executing this Agreement, such Purchaser
      further represents that such Purchaser does not have any contract, undertaking,
      agreement or arrangement with any person to sell, transfer or grant
      participations to such person or to any third person, with respect to any of
      the
      Securities.





(c)
      Purchasers Can Protect Its Interest. Such Purchaser represents that by
      reason of its, or of its management’s, business or financial experience, such
      Purchaser has the capacity to protect its own interests in connection with
      the
      transactions contemplated in this Agreement. Further, such Purchaser is aware
      of
      no publication of any advertisement in connection with the transactions
      contemplated in the Agreement.





(d)
      Accredited Investor. Such Purchaser is an “accredited investor” within
      the meaning of Regulation D under the Securities Act. and within the meaning
      of
      National Instrument 45-106 Prospectus and Registration Exemptions and has
      executed and delivered to the Company the Accredited Investor Form attached
      herewith as Exhibit B.





(e)
      Rule 144. Such Purchaser acknowledges and agrees that the Securities must
      be held indefinitely unless they are subsequently registered under the
      Securities Act or an exemption from such registration is available. Such
      Purchaser has been advised or is aware of the provisions of Rule 144 promulgated
      under the Securities Act as in effect from time to time, which permits limited
      resale of securities purchased in a private placement subject to the
      satisfaction of certain conditions, including, among other things: the
      availability of certain current public information about the Company, the
      resale


occurring
      following the required holding period under Rule 144 and the number of shares
      being sold during any three-month period not exceeding specified
      limitations.





(f)
      Residence. The office or offices of such Purchaser in which its
      investment decision was made is located at the address or addresses of such
      Purchaser set forth on Exhibit A.




(g)
      Discussions with the Company. Such Purchaser has had an opportunity to
      discuss the Company’s business, management and financial affairs with the
      Company’s management. Such Purchaser has had an opportunity to ask questions of
      and receive answers from, officers of the Company. Purchaser received from
      the
      Company all information requested by such Purchaser in connection with this
      Agreement, and the transactions contemplated hereby.





(h)
      Money Laundering. The funds which will be advanced by the Purchaser to
      the Agent hereunder and the Purchaser acknowledges that the Company may in
      the
      future be required by law to disclose the Purchaser's name and other information
      relating to this Subscription Agreement and the Purchaser's subscription
      hereunder, on a confidential basis. To the best of its knowledge (a) none of
      the
      subscription funds to be provided by the Purchaser (i) have been or will be
      derived from or related to any activity that is deemed criminal under the laws
      of the United States, or any other jurisdiction, or (ii) are being tendered
      on
      behalf of a person or entity who has not been identified to the Purchaser,
      and
      (b) the Purchaser shall promptly notify the Company if the Purchaser discovers
      that any of such representations ceases to be true, and to provide the Company
      with appropriate information in connection therewith.





4.3.  Transfer
      Restrictions. Such Purchaser acknowledges and agrees that the Securities are
      subject to restrictions on transfer as set forth in state and federal securities
      laws and that appropriate legends will be place on certificates representing
      such shares.








4.4.  Litigation.
      There is no action, suit, proceeding or investigation pending, or to each
      Purchaser’s knowledge, currently threatened against such Purchaser which, if
      adversely determined, would, individually or in the aggregate, have a material
      adverse effect on the ability of such Purchaser to perform its obligations
      under
      this Agreement and to consummate the transactions contemplated hereby and
      thereby.





4.5.  No
      Broker. No Purchaser has employed any broker or finder, or incurred any
      liability for any brokerage or finders fees or any similar fees or commissions
      in connection with the transactions contemplated by this Agreement.





4.6.  No
      Conflict. The execution, delivery and performance of, and the consummation
      of the transactions contemplated by this Agreement have not resulted in any
      violation of, or default under, or conflict with, or constitute, with or without
      the passage of time, the giving of notice or both, any violation of, or default
      under (i) any term or provision of (A) the Purchaser’s organizational documents
      or (B) any judgment, order, writ, injunction or decree of any court, government
      agency or instrumentality of any arbitrator, in each case, to which the
      Purchaser is a party or by which it or its properties or assets are bound or
      (ii) any statute, rule or regulation applicable to the Purchaser in the context
      of the types of transactions contemplated by this Agreement.





4.7.  Consents
      and Approvals. No consent, approval, waiver or authorization of, or
      designation, declaration or filing with, any court, governmental authority
      or
      instrumentality or arbitrator or any other person or entity is required in
      connection with the valid execution, delivery and performance of, and the
      consummation of the transactions contemplated by, this Agreement by or on behalf
      of the Purchasers, including without limitation, the purchase of the Shares,
      except such consents as have been obtained and such filings as have been made
      prior to the Closing and any notices of sale required to be filed with the
      Securities and Exchange Commission under the Securities Act or such post-closing
      filings as may be required under applicable state securities laws.





5.
      CONDITIONS TO CLOSING





5.1.  Conditions
      to Purchasers’ Obligations at the Closings. The obligation of the Purchasers
      to consummate the transactions contemplated herein to be consummated on the
      Closing Date is subject to the satisfaction, on or prior to the Closing Date
      of
      the conditions set forth below and applicable thereto, any of which may be
      waived in writing by that Purchaser:





(a)
      Representations and Warranties; Performance of Obligations. Each of the
      representations and warranties of the Company contained herein shall be true
      and
      correct on and as of the Closing Date. The Company shall have performed and
      complied with the covenants and provisions of this Agreement required to be
      performed or complied with by it at or prior to the Closing Date. The Purchasers
      shall have received certificates of the Company dated as of the Closing Date
      signed by an officer of the Company, certifying as to the fulfillment of the
      conditions set forth in this Section 5.1 and the truth and accuracy of the
      representations and warranties as of the Closing Date.





(b)
      Issuance in Compliance with Laws. On the Closing Date, the sale and
      issuance of the Securities shall be legally permitted by all laws and
      regulations to which any of the Purchasers and the Company are
      subject.





(c)
      Filings, Consents, Permits, and Waivers. The Company and the Purchasers
      shall have made all filings and obtained any and all, permits and waivers
      necessary for consummation of the transactions contemplated by the
      Agreement








(d)
      Reservation of Certain Shares. The Shares shall have been duly authorized
      and reserved for issuance.





(e)
      Proceedings and Documents. All corporate and other proceedings in
      connection with the transactions contemplated at the Closings and all documents
      and instruments incident to such transactions shall be reasonably satisfactory
      in substance and form to the Purchasers and its counsel, and the Purchasers
      and
      their counsel shall have received all such counterpart originals or certified
      or
      other copies of such documents as they may reasonably request.





(f)
      Proceedings and Litigation. No action, suit or proceeding shall have been
      commenced by any governmental authority against any party hereto seeking to
      restrain or delay the purchase and sale of Shares or the other transactions
      contemplated by this Agreement.





(g)
      Due Diligence. The Purchasers shall have completed, to their
      satisfaction, a due diligence investigation of the Company and its properties
      and assets.





(h)
No
      Material Adverse Change. There shall have been no material adverse change to
      the business, financial condition or prospects of the Company.





(i)
      Payment of Purchase Price. Each Purchaser shall have delivered to the
      Company the portion of the Purchase Price allocated to such Purchaser’s Shares,
      in the amount set forth opposite such Purchaser’s name on Exhibit
      A.





(j)
      Delivery of Documents at the Closing. The Company shall have executed and
      delivered to the Purchasers the following documents, to be held in escrow
      pending the Closing, on or prior to the Closing Date:





(i)  Certificates.
      Certificates representing the Securities to be purchased and sold on the Closing
      Date bearing the legends required to be placed on such
      certificates;





(ii)  Secretary’s
      Certificate. (A) Copies of resolutions by the Board of
      Directors authorizing and approving this Agreement, the issuance and delivery
      of
      the Shares and copies of resolutions by the stockholders of the Company
      authorizing and approving the transactions contemplated by this Agreement;
      and
      (B) certifying as to the incumbency of the officers executing this Agreement
      and
      any other documents contemplated by this Agreement; and





5.2.  Conditions
      to Company’s Obligations at the Closing. The obligations of the Company to
      consummate the transactions contemplated herein to be consummated on the Closing
      Date is subject to the satisfaction, on or prior to the Closing Date of the
      conditions set forth below and expressly applicable thereto, any of which may
      be
      waived in writing by the Company:





(a)
      Representations and Warranties; Performance of Obligations. Each of the
      representations and warranties contained herein shall be true and correct on
      and
      as of the Closing Date. The Company shall have performed and complied with
      the
      covenants and provisions of this Agreement required to be performed or complied
      with by them at or prior to the Closing Date.





(b)
      Issuance in Compliance with Laws. On the Closing Date, the sale and
      issuance of the Shares and the proposed issuance of the Conversion Shares shall
      be legally permitted by all laws and regulations to which the Purchasers and
      the
      Company are subject.








(c)
      Filings, Consents, Permits, and Waivers. The Company and the Purchasers
      shall have made all filings and obtained any and all consents, permits and
      waivers necessary for consummation of the transactions contemplated by this
      Agreement.





(d)
      Proceedings and Litigation. No action, suit or proceeding shall have been
      commenced by any governmental authority against any party hereto seeking to
      restrain or delay the purchase and sale of Shares or the other transactions
      contemplated by this Agreement.





6.
      COVENANTS OF THE PARTIES.





6.1.  Commercially
      Reasonable Efforts. Upon the terms and subject to the conditions set forth
      in this Agreement, the parties shall use their good faith commercially
      reasonable efforts to take, or cause to be taken, without any party being
      obligated to incur any material internal costs or make any payment or payments
      to any third party or parties which, individually or in the aggregate, are
      material and are not otherwise legally required to be made, all actions, and
      to
      do or cause to be done, and to assist and cooperate with the other parties
      in
      doing, all things necessary, proper or advisable to consummate and make
      effective, in the most expeditious manner practicable, the Closing and the
      other
      transactions contemplated hereunder, including (a) obtaining all required
      consents, (b) defending any litigation or claims challenging this Agreement
      or
      the consummation of any of the transactions contemplated hereunder, including,
      if the circumstances warrant, seeking to have any stay or temporary restraining court
      order vacated or reversed, and (c) the execution and delivery of any additional
      documents, agreements and instruments (in form and substance reasonably
      satisfactory to the parties) necessary to consummate the transactions
      contemplated hereunder and to fully carry out the purposes of this Agreement.





6.2.  Post-Closing
      Filings. In connection with the Closing, the Company and the Purchasers, if
      applicable, agree to file all required forms or filings under applicable
      securities laws within the time required by such laws.





6.3.  Acknowledgement
      of Disclosure. Purchaser acknowledges that it has been made available for
      his review all public filings with the SEC and any other documentation and
      materials that he has reasonably requested. Purchaser has reviewed the attached
      SEC Form 10-KSB, dated 12/31/06 and SEC Form 10-QSB, dated 9/30/07.





7.
      MISCELLANEOUS.




7.1.  Governing
      Law. This Agreement shall be governed in all respects by the laws of the
      State of Texas without regard to the conflicts of laws principles of any
      jurisdiction. No suit, action or proceeding with respect to this Agreement
      may
      be brought in any court or before any similar authority other than in a court
      of
      competent jurisdiction in the State of Texas and the parties hereby submits
      to
      the exclusive jurisdiction of such courts for the purpose of such suit,
      proceeding or judgment. Each of the parties hereto hereby irrevocably waives
      any
      right which it may have had to bring such an action in any other court, domestic
      or foreign, or before any similar domestic or foreign authority and agreed
      not
      to claim or plead the same. Each of the parties hereto hereby irrevocably and
      unconditionally waives trial by jury in any legal action or proceeding in
      relation to this Agreement and for any counterclaim therein.





7.2.  Successors
      and Assigns. Except as otherwise expressly provided herein, the provisions
      hereof shall inure to the benefit of, and be binding upon, the successors and
      permitted assigns of the parties hereto and shall inure to the benefit of and
      be
      enforceable by each person who shall be a holder of the Shares from time to
      time. This Agreement may not be assigned without the prior written consent
      of
      the other parties hereto, except that each Purchaser may assign its rights
      and
      obligations hereunder to any affiliate or affiliates without such prior written
      consent.








7.3.  Entire
      Agreement. This Agreement, the Exhibits and Schedules hereto, constitute the
      full and entire understanding and agreement between the parties hereto with
      regard to the subject matter hereof and thereof and no party hereto shall be
      liable or bound to any other party hereto in any manner by any representations,
      warranties, covenants and agreements except as specifically set forth herein
      and
      therein.





7.4.  Severability.
      If any provision of the Agreement is held to be invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions of this Agreement shall not in any way be affected or impaired
      thereby.





7.5.  Delays
      or Omissions. No delay or omission to exercise any right, power or remedy
      accruing to any party, upon any breach, default or noncompliance by another
      party under this Agreement shall impair any such right, power or remedy, nor
      shall it be construed to be a waiver of any such breach, default or
      noncompliance, or any acquiescence therein, or of or in any similar breach,
      default or noncompliance thereafter occurring. Any waiver, permit, consent
      or
      approval of any kind or character on any Purchaser’s part of any breach, default
      or noncompliance under this Agreement or any waiver on such party’s part of any
      provisions or conditions of the Agreement must be in writing and shall be
      effective only to the extent specifically set forth in such writing. All
      remedies, either under this Agreement, Bylaws, or otherwise afforded to any
      party, shall be cumulative and not alternative.





7.6.  Notices.
      All notices required or permitted hereunder shall be in writing and shall be
      deemed effectively given: (a) upon personal delivery to the party to be
      notified; (b) when sent by confirmed telex or facsimile if sent during normal
      business hours of the recipient, and if not, then on the next business day;
      (c)
      five (5) days after having been sent by registered or certified mail, return
      receipt requested, postage prepaid; or (d) one (1) day after deposit with a
      nationally recognized overnight courier, specifying next day delivery, with
      written verification of receipt. All communications shall be sent to the Company
      at the address as set forth on the signature page hereof and to the Purchasers
      at the address set forth on Exhibit A attached hereto or at such other address
      as the Company or the Purchasers may designate by ten (10) days advance written
      notice to the other parties hereto.





7.7.  Titles
      and Subtitles. The titles of the sections and subsections of the Agreement
      are for convenience of reference only and are not to be considered in construing
      this Agreement.





7.8.  Counterparts
      Execution by Facsimile Signature. This Agreement may be executed in any
      number of counterparts (including execution by facsimile), each of which shall
      be an original, but all of which together shall constitute one instrument.
      This
      Agreement may be executed by facsimile signature(s) which shall be binding
      on
      the party delivering same, to be followed by delivery of originally executed
      signature pages.





7.9.  Acknowledgment.
      Any investigation or other examination that may have been made at any time
      by or
      on behalf of a party to whom representations and warranties are made in this
      Agreement shall not limit, diminish, supersede, act as a waiver of, or in any
      other way affect the representations, warranties and indemnities contained
      in
      this Agreement, and the respective parties may rely on the representations,
      warranties and indemnities made to them in this Agreement irrespective of and
      notwithstanding any information obtained by them in the course of any
      investigation, examination or otherwise, whether before or after the
      Closings.




7.10.  Publicity.
      Except as otherwise required by law or applicable stock exchange rules, no
      announcement or other disclosure, public or otherwise, concerning the
      transactions contemplated by this Agreement shall be made, either directly
      or
      indirectly, by any party hereto which mentions another party (or parties) hereto
      without the prior written consent of such other party (or parties), which
      consent shall not be unreasonably withheld, delayed or
      conditioned.







7.11.  Exculpation
      by Purchasers. Each Purchaser acknowledges that it is not relying upon any
      person, firm or corporation, other than the Company and its officers and
      directors, in making its investment or decision to invest in the
      Company.





7.12.  No
      Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
      intended to confer on any person other than the parties hereto or their
      respective successors and assigns any rights, remedies, obligations or
      liabilities under or by reason of this Agreement.





7.13.  Pronouns.
      All pronouns contained herein, and any variations thereof shall be deemed to
      refer to the masculine, feminine or neutral, singular or plural, as to the
      identity of the parties hereto may require.







IN
      WITNESS WHEREOF, the parties hereto have executed this Share
      Purchase




Agreement
      as of the date set forth in the first paragraph hereof.





**COMPANY:**
            
            **PURCHASERS:****POWER3
              MEDICAL Products, INC.**
            **By:**By:______________________________________
            
            By:
                _________________________________Name:
                Steven B. Rash
              Title:
                Chairman and CEO
              
              3400
                Research Forest Dr. Woodlands, Tx 77381
              
              281-466-1600
            
            Name:
              Title:
              Address
              Attn:
              Tel:
              Fax:
              Email:




with
      a
      copy to:





SHARE
      PURCHASE AGREEMENT EXHIBIT A




SCHEDULE
      OF PURCHASERS




****
            ****
            **Column
              A**
            ****
            **Column
              B**
            ******Name
                of Purchaser**
            ****
            **Number of Shares**
              **to be Purchased**
            ****
            **Total Purchase**
              **Price Amount**
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ********
            ****
            ****
            ****
            ****
            ****
            ****
            ******TOTAL**




*[Signature
      Page to Stock Purchase Agreement]*








ACCREDITED
      INVESTOR QUESTIONNAIRE


EXHIBIT
      B





Dear
      Purchaser/Investor:





The
      information contained in this questionnaire is being furnished to Power3 Medical
      Products, Inc. (the “Company”) in order that the Company may determine whether
      offers for the purchase and sale of the Company’s securities (the “Securities”)
      may be made to you, as an investor, in light of the requirements of Regulation
      D
      promulgated under the Securities Act of 1933, as amended (the “Act”) and certain
      exemptions contained in state securities laws. You understand that the
      information is needed for the Company to determine whether it has reasonable
      grounds to believe that you are an “accredited investor” as that term is defined
      in Regulation D and that you have such knowledge and experience in financial,
      investment and business matters that you are capable of evaluating the merits
      and risks of the investment in the Securities. You understand that (a) the
      Company will rely on the information contained herein for purposes of such
      determination, (b) the Securities may not be registered under the Act, (c)
      the
      Securities will not be registered under the securities laws of any state, and
      (d) this questionnaire is not an offer to purchase the Securities or any other
      securities in any case where such offer would not be legally
      permitted.





Information
      contained in this questionnaire will be kept confidential by the Company and
      its
      agents, employees or representatives. You understand, however, that the Company
      may have the need to present it to such parties as it deems advisable in order
      to establish the applicability under any federal or state securities laws of
      an
      exemption from registration.





In
      accordance with the foregoing, the following representations and information
      are
      hereby made and furnished by the investor:





Please
      answer all questions. If the answer is “none” or “not applicable,” please so
      state.





INFORMATION
      REQUIRED OF EACH INVESTOR:





1.
            **A.If
                Investor is an
                Individual:**





Name:
      _________________________________________________ Age: ____________


Social
      Security Number: ________________________No. of Dependents:
      ____________


Marital
      Status: ______________________________________Citizenship:
      ____________





B.
            **If
                Investor is an entity:**





Name:
      ______________________________________________


EIN:
      _______________________________________________


*[Signature
      Page to Stock Purchase Agreement]*





2.
            **A.If
                Investor is an
                Individual:**





Home
      Address and telephone
      number:________________________________________


_______________________________________________________________________








Business
      Address and telephone
      number:_______________________________________


_______________________________________________________________________





B.
              **If
                  Investor is an
                  entity:**




Corporate
      Address and telephone number:______________________________________


________________________________________________________________________




3.
            **A.**     ******If
                Investor is an
                Individual:**


State
      in
      which the investor:


is
      licensed to
      drive.


is
      registered to vote_______________________________________________




**B.**
            **If
                Investor is an entity:**




State
      in
      which the investor:


files
      income tax
      returns.


has
      principal place of
      business.





4.
            Employer
                and
                position:





5.
            Business
                or professional education and the degrees received are as
                follows:





School
            
            Degree
            
            Year
                Received





6.
            6.**If
                Investor is an entity:**





Provide
      the total assets of the entity as of a recent date:


Assets:
      $________________________.


Date:
      ___________________________.




7.
            **If
                Investor is an
                Individual:**





(a)
            
            Individual
                income during 2006:
            $________________(exclusive
                of spouse’s income)(b)
            
            Individual
                income during 2007:
            $________________(exclusive
                of spouse’s income)(c)
            
            Estimated
                income during 2008:
            $________________(exclusive
                of spouse’s income)









(d)
            
            Joint
                income, with spouse     2006
            $________________2007
            $________________(e)
            
            Estimated
                joint income, withspouse,
                during 2008
            $________________





8.
            Estimated
                net worth


(may
                include
                joint net worth with spouse)
              $________________


9.
            Is
                the investor involved in any litigation, which, if an adverse decision
                occurred, would materially affect the investor’s financial
                condition?


Yes
      ____
      No ____


If
      yes,
      please provide details:





10.
            The
                investor is an experienced and sophisticated investor or is advised
                by a
                qualified investment advisor, all as required under the securities
                laws
                and regulations.


Yes
      ____  No
      __





11.
            The
                investor understands the full nature and risk of an investment in
                the
                Securities and can afford the complete loss of the entire investment
                in
                the Securities.


Yes
      ____  No
      ____





12.
            The
                investor is able to bear the economic risk of an investment in the
                Securities for an indefinite period of time and understands that
                an
                investment in the Securities may be illiquid.Yes
                ____No
                __





13.
            Does
                the investor have any other investments or contingent liabilities
                that the
                investor reasonably anticipates could cause the need for sudden cash
                requirements in excess of cash readily available to the investor?
              Yes
                ____ No ____


If
      yes,
      please explain:


________________________________________________________________





14.
            Please
                describe the investor’s experience as an investor (including amounts
                invested) in securities, particularly investments in non-marketable
                and
                tax incentive securities.














160;


15.
            Has
                the investor participated in other private placements of securities?


Yes
      ____
      No ____


If
      yes,
      please provide details:





16.
            In
                evaluating the merits and risks of this investment, does the investor
                intend to rely upon the advice of the investor’s attorney, accountant, or
                other advisor?


Yes
      ____
      No ____








17.
            If
                the investor is an entity, was it formed for the specific purpose
                of
                acquiring the securities offered? Yes ____ No
                ____


Please
      indicate the date of incorporation/organization ____





The
      investor understands that Company will be relying on the accuracy and
      completeness of the investor’s responses to the foregoing questions and the
      investor represents and warrants to the Company as follows:




(i)
            The
                answers to the above questions are complete and correct and may be
                relied
                upon by the Company whether or not the offering in which the investor
                proposes to participate is exempt from registration under the Act
                and the
                securities laws of certain states;


(ii)
            The
                investor will notify the Company immediately of any material change
                in any
                statement made herein occurring prior to the closing of any purchase
                by
                the investor of the Securities; and


(iii)
            The
                investor or its management, in case of an entity, has sufficient
                knowledge
                and experience in financial, investment and business matters to evaluate
                the merits and risks of the prospective investment; the investor
                is able
                to bear the economic risk of the investment in the Securities and
                currently could afford a complete loss of such
                investment.




*[Signature
      Page to Stock Purchase Agreement]*





IN
      WITNESS WHEREOF, the undersigned has executed this Accredited Investor
      Questionnaire this ______ day of _______________, 2008, and declares under
      oath
      that it is truthful and correct to the best of the undersigned’s
      knowledge.








*Signature
      of the Investor or Authorized Signatory of
      Investor:____________________________*





Name
      of
      Investor: ____________________________________________________





Name
      of
      Authorized Signatory: _________________________________________





Title
      of
      Authorized Signatory:
      __________________________________________








**SCHEDULE
      TO**


**SHARE
      PURCHASE AGREEMENT**





The
      Company has issued Share Purchase Agreements to the following Investors. The
      terms of the Share Purchase Agreement issued by the Company to each of the
      following holders are identical except for





**Date**
              **Agreement**
              **Signed**
            
            **Investor
                Name**
            
            **Investor
                Address**
            
            **Shares**
              **Purchased**2/7/2008
            
            Mitchel,
                Clint
            
            4335
                Van Nuys Blvd #353, Sherman Oaks, CA 91403
            
            200,0002/15/2008
            
            Horton,
                Jason
            
            8146
                Hendrie Blvd, Huntington Woods, MI 48070
            
            50,0002/5/2008
            
            Richard
                J. Kraniak
            
            101
                West Long Lake Road, Bloomfield Hills, MI 48304
            
            1,000,0002/13/2008
            
            Banker,
                Douglas
            
            6508
                Crane Road, Ypsilanti, MI 48197
            
            100,0002/12/2008
            
            Prager,
                Evarard
            
            P.O.
                Box 773 Montauk, NY 11954
            
            100,0002/29/2008
            
            Hughes,
                Mike
            
            2604
                International Orange, TX 77632
            
            24,000