Exhibit 10.20


 


THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.


 


	
  No. B1

  	
  U.S. $400,000.00

  	
  Original Issue Date: March    , 2006

  
	
  Holder:

  	
  John Fife

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
  303 East Wacker Drive

  	
   

  
	
   

  	
  Suite 301

  	
   

  
	
   

  	
  Chicago, IL 60601

  	
   

  



 


SERIES 2006 SECURED NOTE DUE JUNE   ,
2006


 


THIS
Note is one of a duly authorized issue of Notes of POWER 3 MEDICAL PRODUCTS, INC.,
a New York corporation, having a principal place of business at 3400 Research
Forest Drive, The Woodlands, Texas 77381 
(the “Company”), designated as its Note (the “Note”), due
upon the earlier of (i) June     , 2006; or (ii) on
the fifth day following the effective date of the Company’s registration
statement on Form SB-2 (file no.                )  (“Maturity Date”), in an aggregate face
amount of up Four Hundred Thousand and 00/100 Dollars ($400,000.00).


 


FOR
VALUE RECEIVED, the Company promises to pay to the Holder or registered
assigns, the principal sum of Four Hundred Thousand and 00/100 Dollars
($400,000.00), on the Maturity Date. Upon default, all amounts due hereunder
shall bear interest at the rate of 18% per annum from the day such interest is
due hereunder through and including the date of payment. The principal of, and
interest on, this Note are payable in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts, at the address of the Holder last appearing on the
Note Register.


 


This
Note is subject to the following additional provisions:


 


Section 1.               The Notes are exchangeable for an equal
aggregate principal amount of Notes of different authorized denominations, as
requested by the Holder surrendering the same but shall not be issuable in
denominations of less than integral multiples of Twenty Thousand Dollars
($20,000) unless such amount represents the full principal balance of Notes
outstanding to such Holder. No service charge will be made for such
registration of transfer or exchange.


 


Section 2.


 


(a)           The Holder, by acceptance hereof, agrees to
give written notice to the Company


 

















 


before transferring this
Note; such notice will describe briefly the proposed transfer and will give the
Company the name, address, and tax identification number of the proposed
transferee, and will further provide the Company with an opinion of the Holder’s
counsel that such transfer can be accomplished in accordance with federal and
applicable state securities laws (unless such transaction is permitted by the
plan of distribution in an effective Registration Statement). Promptly upon
receiving such written notice, the Company shall present copies thereof to the
Company’s counsel.


 


(i)            If in the opinion of such counsel the
proposed transfer may be effected without registration or qualification
(under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder of such opinion, whereupon the Holder
shall be entitled to transfer this Note or to dispose of Underlying Shares
received upon the previous conversion of this Note, all in accordance with the
terms of the notice delivered by the Holder to the Company; provided that an
appropriate legend may be endorsed on this Note respecting restrictions
upon transfer thereof necessary or advisable in the opinion of counsel and
satisfactory to the Company to prevent further transfers which would be in
violation of Section 5 of the Securities Act and applicable state
securities laws; and provided further that the prospective transferee or
purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with the
exemptions relied upon by the Company for the transfer or disposition of the
Note.


 


(ii)           If in the opinion of the counsel referred to
in this Section 2, the proposed transfer or disposition of this Note described
in the written notice given pursuant to this Section 2 may not be
effected without registration or qualification of this Note, the Company shall
promptly give written notice thereof to the Holder, and the Holder will limit
its activities in respect to such as, in the opinion of such counsel, are
permitted by law.


 


(b)           Prior to transfer of this Note in compliance
with this Section 2, the Company and any agent of the Company may treat
the person in whose name this Note is duly registered on the Note Register as
the owner hereof for the purpose of receiving payment as herein provided and
for all other purposes, whether or not this Note is overdue, and neither the
Company nor any such agent shall be affected by notice to the contrary.


 


Section 3.               Events of Default.


 


“Event
of Default” wherever used herein, means any one of the following events
(whatever the reason and whether it shall be voluntary or involuntary or
effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or
governmental body):


 


(i)            any default in the payment of the principal
of, interest on, or other obligations in respect of, this Note, free of any
claim of subordination, as and when the same shall become due and payable,
(whether on the Maturity Date or by acceleration or otherwise);


 


(ii)           the Company or any Pledgor shall fail to observe or perform any
other covenant, agreement or warranty contained in, or otherwise commit any
breach of, this Note or the Stock Pledge Agreement, including but not limited
to the obligation of the Pledgor to issue additional 


 

















 


Collateral
, and such failure or breach shall not have been remedied within 10 days after
the date on which notice of such failure or breach shall have been given;


 


(iii)          the Company shall commence a voluntary case under the United States
Bankruptcy Code or insolvency laws as now or hereafter in effect or any
successor thereto (the “Bankruptcy Code”); or an involuntary case is
commenced against the Company under the Bankruptcy Code and the petition is not
controverted within 30 days, or is not dismissed within 60 days, after
commencement of such involuntary case; or a “custodian” (as defined in the
Bankruptcy Code) is appointed for, or takes charge of, all or any substantial part of
the property of the Company or the Company commences any other proceeding under
any reorganization, arrangement, adjustment of debt, relief of debtors,
dissolution, insolvency or liquidation or similar law of any jurisdiction
whether now or hereafter in effect relating to the Company or there is
commenced against the Company any such proceeding which remains undismissed for
a period of 60 days; or the Company is adjudicated insolvent or bankrupt; or
any order of relief or other order approving any such case or proceeding is
entered; or the Company suffers any appointment of any custodian or the like
for it or any substantial part of its property which continues
undischarged or unstayed for a period of 60 days; or the Company makes a
general assignment for the benefit of creditors; or the Company shall fail to
pay, or shall state that it is unable to pay its debts generally as they become
due;r the Company shall call a meeting of all of its creditors with a view to
arranging a composition or adjustment of its debts; or the Company shall by any
act or failure to act indicate its consent to, approval of or acquiescence in
any of the foregoing; or any corporate or other action is taken by the Company
for the purpose of effecting any of the foregoing;


 


(iv)          the Company shall default in any of its obligations under any mortgage,
credit agreement or other facility, indenture, agreement or other instrument
under which there may be issued, or by which there may be secured or
evidenced any indebtedness of the Company in an amount exceeding $2,000,000.00,
whether such indebtedness now exists or shall hereafter be created and such
default shall result in such indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due and payable;


 


(v) the Company shall be a party to any Change of Control
Transaction (as defined in Section 6), shall agree to sell or dispose of
all or in excess of 49% of its assets (based on book value calculation as reflected
in the Company’s most recent financial statements) in one or more transactions
(whether or not such sale would constitute a Change of Control Transaction): or


 


(vi) The Company shall have its Common
Stock suspended or delisted from trading for in excess of three (3) 
Trading Days:


 


Section 4.               Interest Rate Limitation. The parties intend to conform strictly
to the applicable usury laws in effect from time to time during the term of the
Loan. Accordingly, if any transaction contemplated hereby would be usurious
under such laws, then notwithstanding any other provision hereof: (i) the
aggregate of all interest that is contracted for, charged, or received


 

















 


under
this Agreement or under any other Loan Document shall not exceed the maximum
amount of interest allowed by applicable law (the “Highest Lawful Rate”), and
any excess shall be promptly credited to Borrower by Lender (or, to the extent
that such consideration shall have been paid, such excess shall be promptly
refunded to Borrower by Lender); (ii) neither Borrower nor any other
Person now or hereafter liable hereunder shall be obligated to pay the amount
of such interest to the extent that it is in excess of the Highest Lawful Rate;
and (iii) the effective rate of interest shall be reduced to the Highest
Lawful Rate. All sums paid, or agreed to be paid, to Lender for the use,
forbearance, and detention of the debt of Borrower to Lender shall, to the
extent permitted by applicable law, be allocated throughout the full term of
the Note until payment is made in full so that the actual rate of interest does
not exceed the Highest Lawful Rate in effect at any particular time during the
full term thereof. If at any time the rate of interest under the Note exceeds
the Highest Lawful Rate, the rate of interest to accrue pursuant to this
Agreement shall be limited, notwithstanding anything to the contrary in this
Agreement, to the Highest Lawful Rate, but any subsequent reductions in the
Base Rate shall not reduce the interest to accrue pursuant to this Agreement
below the Highest Lawful Rate until the total amount of interest accrued equals
the amount of interest that would have accrued if a varying rate per annum
equal to the interest rate under the Note had at all times been in effect. If
the total amount of interest paid or accrued pursuant to this Agreement under
the foregoing provisions is less than the total amount of interest that would
have accrued if a varying rate per annum equal to the interest rate under the
Note had been in effect, then Borrower agrees to pay to Lender an amount equal
to the difference between (x) the lesser of (A) the amount of interest
that would have accrued if the Highest Lawful Rate had at all times been in
effect, or (B) the amount of interest that would have accrued if a varying
rate per annum equal to the interest rate under the Note had at all times been
in effect, and (y) the amount of interest accrued in accordance with the other
provisions of this Agreement.


 


Section 5.               Prepayment.


 


(a)           The Company shall have the right to prepay
this Note in whole or in part thereon prior to the Maturity Date.


 


(b)           (i)            The Company shall give at least five (5) 
business days, but not more than ten (10) business days, written notice of
any intention to prepay this Note prior to the Maturity Date to the Holder
which notice shall specify the “Prepayment Date”.


 


Section 6.               Definitions. For the purposes hereof, the following terms shall have the following
meanings:


 


“Business
Day” means any day except Saturday, Sunday and any day which shall be a legal
holiday or a day on which banking institutions in the State of New York are
authorized or required by law or other government action to close.


 


“Change
of Control Transaction” means the occurrence of any of (i) an
acquisition after the date hereof by an individual or legal entity or “group”
(as described in Rule 13d-5(b)(1) promulgated under the Exchange Act)
of in excess of 49% of the voting securities of the Company coupled with a
replacement of more than one-half of the members of the Company’s board of
directors


 

















 


which
is not approved by those individuals who are members of the board of directors
on the date hereof in one or a series of related transactions, or (ii) the
merger of the Company with or into another entity, consolidation or sale of all
or substantially all of the assets of the Company in one or a series of
related transactions, unless following such transaction, the holders of the
Company’s securities continue to hold at least 40% of such securities following
such transaction. The execution by the Company of an agreement to which the
Company is a party or by which it is bound providing for any of the events set
forth above in (i) or (ii) does not constitute the occurrence of the
event until after the event in fact occurs.


 


Section 7.               Except as expressly provided herein, no
provision of this Note shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, interest and
liquidated damages (if any) on, this Note at the time, place, and rate, and in
the coin or currency, herein prescribed. This Note is a direct obligation of
the Company.


 


Section 8.               If this Note shall be mutilated, lost, stolen
or destroyed, the Company shall execute and deliver, in exchange and
substitution for and upon cancellation of a mutilated Note, or in lieu of or in
substitution for a lost, stolen or destroyed Note, a new Note for the principal
amount of this Note so mutilated, lost, stolen or destroyed but only upon
receipt of evidence of such loss, theft or destruction of such Note, and of the
ownership hereof, and indemnity, if requested, all reasonably satisfactory to
the Company.


 


Section 9.


Choice
of Law and Venue; Submission to Jurisdiction; Service of Process.


 


(a)           THE VALIDITY OF THIS NOTE , ITS CONSTRUCTION,
INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO SHALL BE
DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF).
THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH
THIS NOTE SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF
HOLDER, IN ANY OTHER COURT IN WHICH HOLDER SHALL INITIATE LEGAL OR EQUITABLE
PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN
CONTROVERSY.


 


(b)           COMPANY HEREBY SUBMITS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, TO THE JURISDICTION OF
THE AFORESAID COURTS AND WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO
OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION.


 


(c)           COMPANY HEREBY WAIVES PERSONAL SERVICE OF THE
SUMMONS, COMPLAINT, OR OTHER PROCESS ISSUED IN ANY ACTION OR PROCEEDING AND
AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO COMPANY.


 


(d)           NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO AFFECT THE RIGHT OF HOLDER TO SERVE LEGAL PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY HOLDER OF ANY
JUDGMENT OR ORDER OBTAINED IN SUCH


 

















 


FORUM OR THE TAKING OF ANY
ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY OTHER APPROPRIATE FORUM OR
JURISDICTION.


 


(e)           To the extent determined by such court, the Company shall reimburse the
Holder for any reasonable legal fees and disbursements incurred by the Holder
in enforcement of or protection of any of its rights under any of this Note.


 


Section 10.             Any waiver by the Company or the Holder of a
breach of any provision of this Note shall not operate as or be construed to be
a waiver of any other breach of such provision or of any breach of any other
provision of this Note. The failure of the Company or the Holder to insist upon
strict adherence to any term of this Note on one or more occasions shall not be
considered a waiver or deprive that party of the right thereafter to insist
upon strict adherence to that term or any other term of this Note. Any waiver
must be in writing.


 


Section 11.             If any provision of this Note is invalid,
illegal or unenforceable, the balance of this Note shall remain in effect, and
if any provision is inapplicable to any person or circumstance, it shall
nevertheless remain applicable to all other persons and circumstances.


 


Section 12.             Whenever any payment or other obligation
hereunder shall be due on a day other than a Business Day, such payment shall
be made on the next succeeding Business Day (or, if such next succeeding
Business Day falls in the next calendar month, the preceding Business Day in
the appropriate calendar month).


 


Section 13.             Security. The obligation of the Company for payment of principal, interest and
all other sums hereunder, in the event of a default and failure of the Company
to perform hereunder, is secured by the pledge of certain securities (the “Pledged
Shares”) by Steven B. Rash and Ira Goldknopf as Pledgors under the terms
and conditions of a Stock Pledge Agreement, and a Guaranty executed and
delivered by such parties.


 


Section 14.
Registration Rights . If,
at any time prior to payment in full of this Note, the Company participates
(whether voluntarily or by reason of an obligation to a third party) in the
registration of any shares of the Company’s stock (other than a registration on
Form S-4, S-8 or successor form), the Company shall give written notice
thereof to the Holder and the Holder shall have the right, exercisable within
ten (10) business days after receipt of such notice, to demand inclusion
of all or a portion of the Pledged Shares in such registration statement. If
the Holder exercises such election, the Pledged Shares so designated shall be
included in the registration statement at no cost or expense to the Holder
(other than any costs or commissions which would be borne by the Holder ). The
Holder’s rights under this Section 7 shall expire at such time as the
Holder can sell all of the Pledged Shares under Rule 144(k) without volume
or other restrictions or limit.


 


Section 15 . Waiver of
Jury Trial


 


COMPANY HEREBY WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS NOTE . COMPANY REPRESENTS THAT EACH HAS REVIEWED THIS
WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 

















 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed by an
officer duly authorized for such purpose, as of the date first above indicated.


 


	
   

  	
  POWER 3 MEDICAL PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/: Steven B. Rash

  	
   

  
	
   

  	
  Steven B. Rash, Chief
  Executive Officer

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/: Linh Rivera