FORM
      OF WARRANT

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.

    


    POWER3
      MEDICAL PRODUCTS, INC.

    COMMON
      STOCK PURCHASE WARRANT

    


    1. Issuance.
      In
      consideration of good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged by POWER3
      MEDICAL PRODUCTS, INC.,
      a New
      York corporation (the “Company”), _____________________________
      or
      registered assigns (the “Holder”) is hereby granted the right to purchase at any
      time, on or after the Issue Date (as defined below) until 5:00 P.M., Central
      Time, on the Expiration Date (as defined below), Three Million Five Hundred
      Thousand (3,500,000) fully paid and nonassessable shares of the Company’s Common
      Stock, $0.001 par value per share (the “Common Stock”), at an initial exercise
      price per share (the “Exercise Price”) of $____ per share, subject to further
      adjustment as set forth herein. This Warrant was originally issued to the Holder
      or the Holder’s predecessor in interest on _____________, 2008 (the “Issue
      Date”).

    


    2. Exercise
      of Warrants.

    


    2.1 General.

    


    (a)
      This
      Warrant is exercisable in whole or in part at any time and from time to time
      commencing on the Issue Date. Such exercise shall be effectuated by submitting
      to the Company (either by delivery to the Company or by facsimile transmission
      as provided in Section 8 hereof) a completed and duly executed Notice of
      Exercise (substantially in the form attached to this Warrant Certificate) as
      provided in the Notice of Exercise. The date such Notice of Exercise is faxed
      to
      the Company shall be the “Exercise Date,” provided that, if such exercise
      represents the full exercise of the outstanding balance of the Warrant, the
      Holder of this Warrant tenders this Warrant Certificate to the Company within
      five (5) Trading Days thereafter. The Notice of Exercise shall be executed
      by
      the Holder of this Warrant and shall indicate (i) the number of shares then
      being purchased pursuant to such exercise and (ii) if applicable (as provided
      below), whether the exercise is a cashless exercise. 

    


    (b)
      The
      provisions of this Section 2.1(b) shall only be applicable (i) prior to the
      Automatic Conversion Date (as defined below), if, and only if, for any reason
      on
      the Exercise Date, there is no effective registration statement naming the
      Holder as selling stockholder pursuant to which the Holder would be entitled
      to
      sell the Warrant Shares on such date, or (ii) on the Automatic Exercise Date
      (as
      defined below), whether or not there is an effective Registration Statement
      covering the Warrant Shares on such date. If the Notice of Exercise form elects
      a “cashless” exercise, the Holder shall thereby be entitled to receive a number
      of shares of Common Stock equal to (w) the excess of the Current Market Value
      (as defined below) over the total cash exercise price of the portion of the
      Warrant then being exercised, divided by (x) the Market Price of the Common
      Stock. For the purposes of this Warrant, the terms (y) “Current Market Value”
shall mean an amount equal to the Market Price of the Common Stock, multiplied
      by the number of shares of Common Stock specified in the applicable Notice
      of
      Exercise, and (z) “Market Price of the Common Stock” shall mean the VWAP for the
      Trading Day immediately prior to the Exercise Date. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (c)
      If
      the Holder provides on the Notice of Exercise form that the Holder has elected
      a
“cash” exercise (or if the cashless exercise referred to in the immediately
      preceding paragraph (b) is not available in accordance with its terms), the
      Exercise Price per share of Common Stock for the shares then being exercised
      shall be payable, at the election of the Holder, in cash or by certified or
      official bank check or by wire transfer in accordance with instructions provided
      by the Company at the request of the Holder.

    


    (d)
      Upon
      the appropriate payment, if any, of the Exercise Price for the shares of Common
      Stock purchased, together with the surrender of this Warrant Certificate (if
      required), the Holder shall be entitled to receive a certificate or certificates
      for the shares of Common Stock so purchased. The Company shall deliver such
      certificates representing the Warrant Shares in accordance with the instructions
      of the Holder as provided in the Notice of Exercise (the certificates delivered
      in such manner, the “Warrant Share Certificates”) within ten (10) Trading Days
      (such third Trading Day, a “Delivery Date”) of (i) with respect to a “cashless
      exercise,” the Exercise Date or the Automatic Exercise Date, as the case may be,
      or, (ii) with respect to a “cash” exercise, the later of the Exercise Date or
      the date the payment of the Exercise Price for the relevant Warrant Shares
      is
      received by the Company.

    


    (e)
      The
      Holder shall be deemed to be the holder of the shares issuable to it in
      accordance with the provisions of this Section 2.1 on the Exercise Date.


    


    2.2 Limitation
      on Exercise.
      Notwithstanding the provisions of this Warrant, in no event (except (i) as
      specifically provided in this Warrant as an exception to this provision, (ii)
      on
      the Automatic Exercise Date, or (iii) while there is outstanding a tender offer
      for any or all of the shares of the Company’s Common Stock) shall the Holder be
      entitled to exercise this Warrant, or shall the Company have the obligation
      to
      issue shares upon such exercise of all or any portion of this Warrant to the
      extent that, after such exercise the sum of (1) the number of shares of Common
      Stock beneficially owned by the Holder and its affiliates (other than shares
      of
      Common Stock which may be deemed beneficially owned through the ownership of
      the
      unexercised portion of the Warrants or other rights to purchase Common Stock
      or
      through the ownership of the unconverted portion of convertible securities),
      and
      (2) the number of shares of Common Stock issuable upon the exercise of the
      Warrants with respect to which the determination of this proviso is being made,
      would result in beneficial ownership by the Holder and its affiliates of more
      than 4.99% of the outstanding shares of Common Stock (after taking into account
      the shares to be issued to the Holder upon such exercise). For purposes of
      the
      proviso to the immediately preceding sentence, beneficial ownership shall be
      determined in accordance with Section 13(d) of the Securities Exchange Act
      of
      1934, as amended, except as otherwise provided in clause (1) of such sentence.
      Nothing herein shall preclude the Holder from disposing of a sufficient number
      of other shares of Common Stock beneficially owned by the Holder so as to
      thereafter permit the continued exercise of this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2.3 Automatic
      Exercise.
      If any
      portion of this Warrant remains unexercised as of the Expiration Date and the
      Market Price of the Common Stock as of the Expiration Date is greater than
      the
      applicable Exercise Price as of the Expiration Date, then, without further
      action by the Holder, this Warrant shall be deemed to have been exercised
      automatically on the date (the “Automatic Exercise Date”) which is the day
      immediately prior to the close of business on the Expiration Date (or, in the
      event that the Expiration Date is not a Trading Day, the immediately preceding
      Trading Day) as if the Holder had duly given a Notice of Exercise for a
“cashless” exercise as contemplated by Section 2.1(b) hereof, and the Holder (or
      such other person or persons as directed by the Holder) shall be treated for
      all
      purposes as the holder of record of such Warrant Shares as of the close of
      business on such Automatic Exercise Date. This Warrant shall be deemed to be
      surrendered to the Company on the Automatic Exercise Date by virtue of this
      Section 2.3 without any action by the Holder.

    


    2.4 Certain
      Definitions.
      As used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:

    


    (a) “Expiration
      Date” means the earlier of (i) the Scheduled Expiration Date or (ii) the
      Accelerated Expiration Date (as defined below).

    


    (b)
       “Scheduled
      Expiration Date” means the date which is the last calendar day of the month in
      which the seventh anniversary of the Issue Date occurs.

    


    2.5 Accelerated
      Expiration Date. 

    


      (a) At
      any
      time after the date which is six (6) months from the Issue Date, if all, but
      not
      less than all, of the Acceleration Conditions (as defined below) are satisfied,
      during the Accelerated Period (as defined below), the Company, in its sole
      discretion, may give a written notice (the “Accelerated Expiration Notice”) to
      the Holder specifying that the rights to exercise all or a specified part of
      this Warrant will expire on a date (the “Accelerated Expiration Date”) specified
      in the Accelerated Expiration Notice, provided that the date so specified shall
      be thirty (30) Trading Days after the date (the “Accelerated Expiration Notice
      Date”) on which the Company gives of the Accelerated Expiration Notice (but
      provided that the Holder actually receives such Accelerated Expiration Notice
      no
      later than the Trading Day immediately after such notice is given by the
      Company); provided, however, that if the Holder gives the Company a notice
      that
      the exercise of the entire outstanding Warrant, alone or together with any
      other
      Warrants held by the Holder which are subject to the same or a similar
      Accelerated Expiration Notice (each in accordance with its respective terms)
      would exceed the limits contemplated by Section 2.2 hereof, the Accelerated
      Expiration Date shall be the date which is six (6) months after the Accelerated
      Expiration Notice Date (but provided that the Holder actually receives such
      Accelerated Expiration Notice no later than the Trading Day immediately after
      such notice is given by the Company). Notwithstanding the foregoing, if the
      Acceleration Period Conditions (as defined below) are not satisfied during
      the
      period (the “Accelerated Period”) commencing on the Accelerated Expiration
      Notice Date through and including the Accelerated Expiration Date, the
      Accelerated Expiration Notice shall be deemed cancelled.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) The
      Holder will continue to have the right to exercise this Warrant through and
      including the Accelerated Expiration Date, as determined in accordance with
      the
      provisions, but not thereafter. If the Accelerated Expiration Notice provides
      that less than all of the outstanding Warrant is subject to such acceleration,
      any exercise of the Warrant by the Holder on or after the Accelerated Expiration
      Notice Date shall be applied against such acceleration.

    


    (c) The
      term
“Acceleration Determination Period” means the consecutive twenty (20) Trading
      Days ending on the Trading Day immediately before the Accelerated Expiration
      Notice Date.

    


    (d)
       The
      term
“Acceleration Conditions” means that, as of the Accelerated Expiration Notice
      Date, each of (and not less than all of) the following conditions has been
      satisfied:

    


    (i)
      there
      is no Event of Default (as that term is defined in the Debenture, but the
      existence of such Event of Default shall be determined without regard to the
      passage of time or the giving of notice or both as may be provided in the
      Debenture);

    


    (ii)
      for
      each Trading Day of the Acceleration Determination Period, the VWAP is at least
      one hundred fifty percent (150%) of the Exercise Price as in effect on the
      Issue
      Date (as the same may be adjusted for adjusted pursuant to the provisions of
      Section 6 hereof other than pursuant to Section 6.4 hereof); 

    


    (iii)
      the
      Holder would be eligible to sell all of the Warrant Shares either pursuant
      to an
      effective registration statement or pursuant to Rule 144; and

    


    (iv)
      the
      Company shall have duly issued, and the Holder shall have timely received,
      the
      Accelerated Expiration Notice.

    


    (e) The
      term
“Acceleration Period Conditions” means that, at all times during the
      Acceleration Period, each of (and not less than all of) the following conditions
      has been satisfied:

    


    (i)
      there
      is no Event of Default (as that term is defined in the Debenture, but the
      existence of such Event of Default shall be determined without regard to the
      passage of time or the giving of notice or both as may be provided in the
      Debenture);

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (ii)
      the
      Company has issued and delivered to the Holder all Warrant Shares for all
      Warrant exercises by the Holder within two (2) Trading Days after the relevant
      Delivery Date; and

    


    (iii)
      the
      Holder would be eligible to sell all of the Warrant Shares either pursuant
      to an
      effective registration statement or pursuant to Rule 144 and, on the request
      of
      the Holder, the Company Counsel issues an opinion to such effect to the Holder
      and, if relevant, to the Transfer Agent.

    


    3. Reservation
      of Shares.
      The
      Company hereby agrees that, subject to shareholder approval, at all times during
      the term of this Warrant, there shall be reserved for issuance upon exercise
      of
      this Warrant, one hundred percent (100%) of the number of shares of its Common
      Stock as shall be required for issuance of the Warrant Shares for the then
      unexercised portion of this Warrant. 

    


    4. Mutilation
      or Loss of Warrant.
      Upon
      receipt by the Company of evidence satisfactory to it of the loss, theft,
      destruction or mutilation of this Warrant, and (in the case of loss, theft
      or
      destruction) receipt of reasonably satisfactory indemnification, and (in the
      case of mutilation) upon surrender and cancellation of this Warrant, the Company
      will execute and deliver a new Warrant of like tenor and date and any such
      lost,
      stolen, destroyed or mutilated Warrant shall thereupon become void.

    


    5. Rights
      of the Holder.
      The
      Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
      in the Company, either at law or equity, and the rights of the Holder are
      limited to those expressed in this Warrant and are not enforceable against
      the
      Company except to the extent set forth herein.

    


    6. Transfer
      to Comply with the Securities Act.
      This
      Warrant has not been registered under the Securities Act of 1933, as amended,
      (the “1933 Act”) and has been issued to the Holder for investment and not with a
      view to the distribution of either the Warrant or the Warrant Shares. Neither
      this Warrant nor any of the Warrant Shares or any other security issued or
      issuable upon exercise of this Warrant may be sold, transferred, pledged or
      hypothecated in the absence of an effective registration statement under the
      1933 Act relating to such security or an opinion of counsel satisfactory to
      the
      Company that registration is not required under the 1933 Act. Each certificate
      for the Warrant, the Warrant Shares and any other security issued or issuable
      upon exercise of this Warrant shall contain a legend on the face thereof, in
      form and substance satisfactory to counsel for the Company, setting forth the
      restrictions on transfer contained in this Section.

    


    7. Supplements
      and Amendments; Whole Agreement.
      This
      Warrant may be amended or supplemented only by an instrument in writing signed
      by the parties hereto. This Warrant contains the full understanding of the
      parties hereto with respect to the subject matter hereof and thereof and there
      are no representations, warranties, agreements or understandings other than
      expressly contained herein and therein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    8. Governing
      Law,
      This
      Warrant shall be deemed to be a contract made under the laws of the State of
      New
      York for contracts to be wholly performed in such state and without giving
      effect to the principles thereof regarding the conflict of laws. Each of the
      parties consents to the jurisdiction of the federal courts whose districts
      encompass any part of the City of New York or the state courts of the State
      of
      New York sitting in the City of New York in connection with any dispute arising
      under this Warrant and hereby waives, to the maximum extent permitted by law,
      any objection, including any objection based on
      forum non conveniens,
      to the
      bringing of any such proceeding in such jurisdictions.

    


    9. JURY
      TRIAL WAIVER.
      The
      Company and the Holder hereby waive a trial by jury in any action, proceeding
      or
      counterclaim brought by either of the Parties hereto against the other in
      respect of any matter arising out or in connection with this
      Warrant.

    


    10. Counterparts.
      This
      Warrant may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same
      instrument.

    


    


    


    


    


    


    


    


    


    [Balance
      of page intentionally left blank]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    15. Descriptive
      Headings.
      Descriptive headings of the several Sections of this Warrant are inserted for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof.

    


    IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      by
      an officer thereunto duly authorized.

    


    Dated:
      _________________, 2008

    


    


    
      	 	
              POWER3
                MEDICAL PRODUCTS, INC.

            
	 	 
	 	
              By:
                ________________________________

            
	 	 
	 	
              ___________________________________

            
	 	
              (Print
                Name)

            
	 	 
	 	
              ___________________________________

            
	 	
              (Title)

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    NOTICE
      OF
      EXERCISE OF WARRANT

    


    
      	
              TO:

            	
              POWER3
                MEDICAL PRODUCTS, INC.

            	
              VIA
                FAX: (281) 466-1481 

            
	 	
              3400
                Research Forest Drive, Suite B2-3

            	 
	 	
              The
                Woodlands, TX 77381

            	 
	 	
              Attn:
                President

            	 


    

    


    The
      undersigned hereby irrevocably elects to exercise the right, represented by
      the
      Common Stock Purchase Warrant, dated as of _____________________, 20___, to
      purchase ___________ shares of the Common Stock, $0.001 par value (“Common
      Stock”), of POWER3
      MEDICAL PRODUCTS, INC.
      and
      tenders herewith payment in accordance with Section 2 of said Common Stock
      Purchase Warrant, as follows:

    


    9  CASH: $
       
      =
      (Exercise Price x Exercise Shares) 

    


    Payment
      is being made by:

    9  enclosed
      check

    9  wire
      transfer

    9  other

    9 CASHLESS
      EXERCISE [if available pursuant to Section 2.1(b)]:

    


    Net
      number of Warrant Shares to be issued to Holder : _________*

    


    *
      based
      on:  Current
      Market Value - (Exercise Price x Exercise Shares) 

    Market
      Price of Common Stock

    where:

    Market
      Price of Common Stock
      [“MP”]                        
= $_______________

    Current
      Market Value [MP x Exercise Shares]  = $_______________

    


    It
      is the
      intention of the Holder to comply with the provisions of Section 2.2 of the
      Warrant regarding certain limits on the Holder's right to exercise thereunder.
      The Holder believes this exercise complies with the provisions of said Section
      2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby,
      the Holder would have more shares than permitted under said Section, this notice
      should be amended and revised, ab initio, to refer to the exercise which would
      result in the issuance of shares consistent with such provision. Any exercise
      above such amount is hereby deemed void and revoked.

    


    As
      contemplated by the Warrant, this Notice of Conversion is being sent by
      facsimile to the telecopier number and officer indicated above. 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    If
      this
      Notice of Exercise represents the full exercise of the outstanding balance
      of
      the Warrant, the Holder either (1) has previously surrendered the Warrant to
      the
      Company or (2) will surrender (or cause to be surrendered) the Warrant to the
      Company at the address indicated above by express courier within five (5)
      Trading Days after delivery or facsimile transmission of this Notice of
      Exercise.

    


    The
      certificates representing the Warrant Shares should be transmitted by the
      Company to the Holder

    


    9 via
      express courier, or 

    


    9 by
      electronic transfer

    


    after
      receipt of this Notice of Exercise (by facsimile transmission or otherwise)
      to:

    


    _____________________________________

    _____________________________________

    _____________________________________

    


    


    


    


    Dated:
      ______________________

    


    


    ____________________________

    [Name
      of
      Holder]

    


    By:
      _________________________