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.

     

    


     

    
      	
              No._________

            	
              US
                $200,000

            


    

    


     

    POWER3
      MEDICAL PRODUCTS, INC.

    15%
      CONVERTIBLE DEBENTURE SERIES

    DUE
      DECEMBER 30, 2008

    


     

    FOR
      VALUE
      RECEIVED, POWER3 MEDICAL PRODUCTS, INC., a corporation organized and existing
      under the laws of the State of New York (the "Company"), promises to pay to
      ___________________, the registered holder hereof (the "Holder"), the principal
      sum of Two Hundred Thousand and 00/100 Dollars (US $200,000) on December 30,
      2008 (the “Maturity Date”) and to pay interest on the principal sum outstanding
      on a monthly basis, with the first payment payable 30 days after the closing,
      at
      the rate of 15% per annum, accruing from June 30, 2008, the date of initial
      issuance of this Debenture (the “Issue Date”), on the date (each, an “Interest
      Payment Date”) which is the earlier of (i) the next Conversion Date (as defined
      below), or (ii) the Maturity Date, as the case may be. Interest shall accrue
      monthly (pro-rated on a daily basis for any period longer or shorter than a
      month) from the later of the Issue Date or the previous Interest Payment Date
      and shall be payable, subject to the other provisions of this Debenture, in
      cash
      or in Common Stock. If not paid in full on an Interest Payment Date, interest
      shall be fully cumulative and shall accrue on a daily basis, based on a 365-day
      year, monthly or until paid, whichever is earlier. Additional provisions
      regarding the payment of interest are provided in Section 4(D) below (the terms
      of which shall govern as if this sentence were not included in this Debenture).
      

     

    This
      Debenture is subject to the following additional provisions:

    


    1. The
      Debentures will initially be issued in denominations determined by the Company,
      but are exchangeable for an equal aggregate principal amount of Debentures
      of
      different denominations, as requested by the Holder surrendering the same.
      No
      service charge will be made for such registration or transfer or
      exchange.

    


    2. The
      Company shall be entitled to withhold from all payments of principal of, and
      interest on, this Debenture any amounts required to be withheld under the
      applicable provisions of the United States income tax laws or other applicable
      laws at the time of such payments, and Holder shall execute and deliver all
      required documentation in connection therewith.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. This
      Debenture has been issued subject to investment representations of the original
      purchaser hereof and may be transferred or exchanged only in compliance with
      the
      Securities Act of 1933, as amended (the "Act"), and other applicable state
      and
      foreign securities laws and the terms of the Securities Purchase Agreement.
      In
      the event of any proposed transfer of this Debenture, the Company may require,
      prior to issuance of a new Debenture in the name of such other person, that
      it
      receive reasonable transfer documentation that is sufficient to evidence that
      such proposed transfer complies with the Act and other applicable state and
      foreign securities laws and the terms of the Securities Purchase Agreement.
      Prior to due presentment for transfer of this Debenture, the Company and any
      agent of the Company may treat the person in whose name this Debenture is duly
      registered on the Company's Debenture Register as the owner hereof for the
      purpose of receiving payment as herein provided and for all other purposes,
      whether or not this Debenture be overdue, and neither the Company nor any such
      agent shall be affected by notice to the contrary.

    


    4. A. 
      (i) At
      any time on or after the Issue Date and prior to the time this Debenture is
      paid
      in full in accordance with its terms (including, without limitation, after
      the
      occurrence of an Event of Default, as defined below, or, if the Debenture is
      not
      fully paid or converted after the Maturity Date), the Holder of this Debenture
      is entitled, at its option, subject to the following provisions of this Section
      4, to convert this Debenture at any time into shares of Common Stock, $0.001
      par
      value ("Common Stock"), of the Company at the Conversion Price (as defined
      below). Any such conversion is referred to as a “Conversion.”

    


    (ii)
      On
      the Maturity Date the Company shall pay the principal and accrued interest
      (through the actual date of payment) of any portion of this Debenture which
      is
      then outstanding.

    


    (iii)
      For
      purposes of this Debenture, the following terms shall have the meanings
      indicated below: 

    


    “Conversion
      Price” means the (i) the VWAP for the three (3) Regular Trading Days (which need
      not be consecutive) selected by the Holder from the 20 Trading Days ending
      on
      the Trading Day immediately before the relevant Conversion Date, multiplied
      by
      (ii) seventy percent (70%).

    


    “Regular
      Trading Day,” “Reporting Service,” “Trading Day,” and “VWAP” have the meanings
      ascribed to them in the Securities Purchase Agreement.

    


    “Conversion
      Date” means the date on which the Holder faxes or otherwise delivers a Notice of
      Conversion to the Company so that it is received by the Company on or before
      such specified date.

    


    “Conversion
      Shares” has the meaning ascribed to in Section 4(H) hereof.

    


    B. A
      Conversion shall be effectuated by the Holder by faxing a notice of conversion
      (“Notice of Conversion”) to the Company as provided in this paragraph. The
      Notice of Conversion shall be executed by the Holder of this Debenture and
      shall
      evidence such Holder's intention to convert this Debenture or a specified
      portion hereof in the form annexed hereto as Exhibit A. Delivery of the Notice
      of Conversion shall be accepted by the Company by hand, mail or courier delivery
      at the address specified in said Exhibit A or at the facsimile number specified
      in said Exhibit A (each of such address or facsimile number may be changed
      by
      notice given to the Holder in the manner provided in the Securities Purchase
      Agreement). If so indicated on the first page of this Debenture, a portion
      of
      the purchase price for this Debenture was represented by the Specific Purchase
      Note. If the Specific Purchase Note was issued, and it is subsequently paid
      or
      otherwise satisfied in full, the Company will promptly acknowledge such payment
      or satisfaction in writing (but the absence of such acknowledgment shall not
      affect the Holder’s rights hereunder). Notwithstanding the foregoing, if the
      Specific Purchase Note was issued on the Issue Date, this Debenture may be
      converted by way of a Conversion only after such Specific Purchase Note has
      been
      paid or otherwise satisfied in full.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    C. Notwithstanding
      any other provision hereof or of any of the other Transaction Agreements, in
      no
      event (except (i) as specifically provided herein as an exception to this
      provision, or (ii) 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
      convert any portion of this Debenture, or shall the Company have the obligation
      to convert such Debenture (and the Company shall not have the right to pay
      interest hereon in shares of Common Stock) to the extent that, after such
      conversion or issuance of stock in payment of interest, 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 unconverted portion of the Debentures or
      other convertible securities or of the unexercised portion of warrants or other
      rights to purchase Common Stock), and (2) the number of shares of Common Stock
      issuable upon the conversion of the Debentures 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 conversion). 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
      conversion of this Debenture.

    


    D. (i)
      Subject to the terms of Section 4(C) and to the other terms of this Section
      4(D), 

    


    (x)
      interest on the principal amount of this Debenture converted pursuant to a
      Notice of Conversion, and

    


    (y)
      any
      other amounts due to the Holder with respect to this Debenture or pursuant
      to
      any other provision of any of the Transaction Agreements, including but not
      necessarily limited to, Administrative Costs (collectively, “Other
      Costs”),

    


    shall
      be
      due and payable, at the option of the Holder, in cash or in shares of Common
      Stock on the Interest Payment Date. 

    


    (ii)
      If
      the interest payable in connection with a Conversion or if Other Costs are
      to be
      paid in cash, the Company shall make such payment within three (3) Trading
      Days
      after the Interest Payment Date (for interest) or of the demand for such Other
      Costs by the Holder, as the case may be.

    


    (iii)
      If
      interest or Other Costs are to be paid in Common Stock, the number of shares
      of
      Common Stock to be received shall be determined by dividing the dollar amount
      of
      the interest by the Conversion Price in effect on the relevant Interest Payment
      Date or on the date of demand for such Other Costs by the Holder, as the case
      may be. For such purposes, the date of a demand for Other Costs by the Holder
      shall be treated (with respect to the amount of such Other Costs) as an Interest
      Payment Date.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    E. The
      Company shall have the right to prepay, at any time, any or all of the
      outstanding principal and interest due pursuant to this Debenture, without
      the
      prior written consent of the Holder.

    


    F. (i)
      The
      following provisions apply to the issuances of Common Stock in payment of the
      amounts due under this Debenture, whether as principal or interest, as provided
      in the preceding provisions of this Section 4.

    


    (ii)
      No
      fractional shares of Common Stock or scrip representing fractions of shares
      will
      be issued on conversion, but the number of shares issuable shall be rounded
      to
      the nearest whole share.

    


    (iii)
      All
      shares issuable with respect to a Conversion Date or Interest Payments Date
      shall be deemed “Conversion Shares” for all purposes of this Debenture and the
      other Transaction Agreements. Certificates representing the relevant Conversion
      Shares (“Conversion Certificates”) will be delivered to the Holder at the
      address specified in the relevant Notice of Conversion or demand for payment
      of
      Other Costs (and if none, the Holder’s the Holder’s address for notices as
      contemplated by the Securities Purchase Agreement, which address the Holder
      may
      change from time to time in the manner provided therein), via express courier,
      by electronic transfer or otherwise, within three (3) Trading Days (such third
      Trading Day, the “Delivery Date”) after the relevant Conversion Date. The Holder
      shall be deemed to be the holder of the shares issuable to it in accordance
      with
      the relevant provisions of this Debenture on the Conversion Date or Interest
      Payment Date, as the case may be.

    


    G. Except
      as
      may specified in a specific provision of this Debenture, any payments under
      this
      Debenture shall be applied in the following order of priority: (i) first to
      Other Costs, (ii) then to accrued but unpaid interest; and (iii) then, to
      principal in the inverse order of maturity. 

    


    5.
       No
      provision of this Debenture shall alter or impair the obligation of the Company,
      which is absolute and unconditional, to pay the principal of, and interest
      on,
      this Debenture at the time, place, and rate, and in the coin or currency or
      where contemplated herein in shares of its Common Stock, as applicable, as
      herein prescribed. This Debenture and all other Debentures now or hereafter
      issued of similar terms are direct obligations of the Company.

     

    6. A.
       Each
      Pledgor (as defined in the Pledge Agreement) is personally guarantying to the
      Holder the timely and full fulfillment of all of the obligations of the Company
      under this Debenture on the terms provided above and in the Guarantee, which
      has
      been executed by such Pledgor in favor of, and delivered to, the
      Holder.

    


    B. The
      obligations of the Company under this Debenture and of each respective Pledgor
      under the Guarantee executed and delivered by such Pledgor are secured under
      the
      terms of the Pledge Agreement, to which the Holder and the Pledgor are parties
      (the "Pledge Agreement"), the terms of which are incorporated herein by
      reference, by a pledge from each respective Pledgor of the number of shares
      of
      the Company's Common Stock identified opposite such Pledgor’s name, of which
      shares the relevant Pledgor is the record and beneficial owner. If the Holder
      forecloses on any of the Pledged Shares, the obligations of the Company will
      be
      reduced only to the extent of the proceeds actually realized from such
      foreclosure, in the priority specified in Section 4(G) hereof.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7. Except
      as
      provided in Sections 5 and 6 above or in a separate instrument signed by the
      party to be charged therewith, no recourse shall be had for the payment of
      the
      principal of, or the interest on, this Debenture, or for any claim based hereon,
      or otherwise in respect hereof (including, but not limited to, a claim for
      Other
      Costs), against any incorporator, shareholder, officer or director, as such,
      past, present or future, of the Company or any successor corporation, whether
      by
      virtue of any constitution, statute or rule of law, or by the enforcement of
      any
      assessment or penalty or otherwise, all such liability being, by the acceptance
      hereof and as part of the consideration for the issue hereof, expressly waived
      and released.

    


    8. All
      payments contemplated hereby to be made “in cash” shall be made in immediately
      available good funds of United States of America currency by wire transfer
      to an
      account designated in writing by the Holder to the Company (which account may
      be
      changed by notice similarly given). All payments of cash and each delivery
      of
      shares of Common Stock issuable to the Holder as contemplated hereby shall
      be
      made to the Holder at the address last appearing on the Debenture Register
      of
      the Company as designated in writing by the Holder from time to time; except
      that the Holder can designate, by notice to the Company, a different delivery
      address for any one or more specific payments or deliveries.

    


    9. If,
      for
      as long as this Debenture remains outstanding, the Company enters into a merger
      (other than where the Company is the surviving entity) or consolidation with
      another corporation or other entity or a sale or transfer of all or
      substantially all of the assets of the Company to another person (collectively,
      a "Sale"), the Company will require, in the agreements reflecting such
      transaction, that the surviving entity expressly assume the obligations of
      the
      Company hereunder. Notwithstanding the foregoing, if the Company enters into
      a
      Sale and the holders of the Common Stock are entitled to receive stock,
      securities or property in respect of or in exchange for Common Stock, then
      as a
      condition of such Sale, the Company and any such successor, purchaser or
      transferee will agree that the Debenture may thereafter be converted on the
      terms and subject to the conditions set forth above into the kind and amount
      of
      stock, securities or property receivable upon such merger, consolidation, sale
      or transfer by a holder of the number of shares of Common Stock into which
      this
      Debenture might have been converted immediately before such merger,
      consolidation, sale or transfer, subject to adjustments which shall be as nearly
      equivalent as may be practicable. In the event of any such proposed Sale, (i)
      the Holder hereof shall have the right to convert by delivering a Notice of
      Conversion to the Company within fifteen (15) days of receipt of notice of
      such
      Sale from the Company, except that Section 4(C) shall not apply to such
      conversion.

    


    10. If,
      at
      any time while any portion of this Debenture remains outstanding, the Company
      spins off or otherwise divests itself of a part of its business or operations
      or
      disposes of all or of a part of its assets in a transaction (the “Spin Off”) in
      which the Company, in addition to or in lieu of any other compensation received
      and retained by the Company for such business, operations or assets, causes
      securities of another entity (the “Spin Off Securities”) to be issued to
      security holders of the Company, the Company shall cause (i) to be reserved
      Spin
      Off Securities equal to the number thereof which would have been issued to
      the
      Holder had all of the Holder’s Debentures outstanding on the record date (the
“Record Date”) for determining the amount and number of Spin Off Securities to
      be issued to security holders of the Company (the “Outstanding Debentures”) been
      converted as of the close of business on the Trading Day immediately before
      the
      Record Date (the “Reserved Spin Off Shares”), and (ii) to be issued to the
      Holder on the conversion of all or any of the Outstanding Debentures, such
      amount of the Reserved Spin Off Shares equal to (x) the Reserved Spin Off Shares
      multiplied by (y) a fraction, of which (I) the numerator is the principal amount
      of the Outstanding Debentures then being converted, and (II) the denominator
      is
      the principal amount of the Outstanding Debentures.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    11. If,
      at
      any time while any portion of this Debenture remains outstanding, the Company
      effectuates a stock split or reverse stock split of its Common Stock or issues
      a
      dividend on its Common Stock consisting of shares of Common Stock, the prices
      used in determining the Conversion Price from dates prior to such action or
      and
      any other fixed amounts calculated as contemplated hereby or by any of the
      other
      Transaction Agreements shall be equitably adjusted to reflect such action.
      

    


    12. The
      Holder of the Debenture, by acceptance hereof, agrees that this Debenture is
      being acquired for investment and that such Holder will not offer, sell or
      otherwise dispose of this Debenture or the shares of Common Stock issuable
      upon
      conversion thereof except under circumstances which will not result in a
      violation of the Act or any applicable state Blue Sky or foreign laws or similar
      laws relating to the sale of securities.

    


    13. A. This
      Debenture shall be governed by and construed in accordance with 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.

    


    B. In
      the
      event of any litigation or dispute arising from this Debenture or any of the
      other Transaction Agreements, the parties agrees that the party which is awarded
      the most money shall be deemed the prevailing party for all purposes and such
      prevailing party shall be entitled to an additional award from the other party
      for the full amount of the attorneys’ fees and expenses paid or payable by such
      prevailing party in connection with the litigation and/or dispute, without
      reduction or apportionment based upon the individual claims or defenses giving
      rise to such fees and expenses. Nothing in this Section 13(B) shall restrict
      or
      impair a court’s power to award fees and expenses to any party for frivolous or
      bad faith pleading by the other party.

    


    C. 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 of or in connection with this Debenture.
      

    


    14. A. The
      term
      "Event of Default" means the occurrence of any one or more of the following
      events:

    


    
      	 	 	
              i.

            	
              The
                Company shall default in the payment of principal or interest on
                this
                Debenture when due and such default shall continue for a period of
                ten
                (10) Trading Days; or

            


    

    


    
      	 	 	
              ii.

            	
              There
                is a Cancellation Date; or

            


    

    


    
      	 	 	
              iii.

            	
              Any
                of the representations or warranties made by the Company herein,
                or any of
                the other Transaction Agreements or in any certificate or financial
                or
                other written statements heretofore or hereafter furnished by the
                Company
                in connection with the execution and delivery of this Debenture shall
                be
                false or misleading in any material respect at the time made;
                or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	
              iv.

            	
              The
                Company shall fail to perform or observe, in any material respect,
                any
                covenant, term, provision, condition, agreement or obligation of
                the
                Company under any of the Transaction Agreements and such failure,
                if
                capable of being cured, shall continue uncured for a period of ten
                (10)
                Trading Days after the Holder gives the Company written notice
                thereof;

            


    

    


    
      	 	 	
              v.

            	
              The
                Company shall fail to maintain its status as a reporting company
                under the
                federal securities laws; or

            


    

    


    
      	 	 	
              vi.

            	
              The
                Company shall fail to timely file all reports required to be filed
                by it
                with the SEC pursuant to Section 12 or 15(d) of the 1934 Act, or
                otherwise
                required by the 1934 Act; or

            


    

    


    
      	 	 	
              vii.

            	
              The
                Company shall have its Common Stock suspended from trading on the
                Principal Trading Market for in excess of ive (5) Trading Days or
                the
                Company’s Common Stock is delisted from trading on the Principal Trading
                Market; or

            


    

    


    
      	 	 	
              viii.

            	
              The
                Company or any of its Subsidiaries shall (x) admit in writing its
                inability to pay its debts generally as they mature; (y) make an
                assignment for the benefit of creditors or commence proceedings for
                its
                dissolution; or (z) apply for or consent to the appointment of a
                trustee,
                liquidator or receiver for its or for a substantial part of its property
                or business; or

            


    

    


    
      	 	 	
              ix.

            	
              A
                trustee, liquidator or receiver shall be appointed for the Company
                or any
                of it Subsidiaries or for a substantial part of such entitiy’s property or
                business without its consent and shall not be discharged within sixty
                (60)
                days after such appointment; or

            


      	 	 	 	 


      	 	 	x.	Any governmental agency or any court of competent
              jurisdiction at the instance of any governmental agency shall assume
              custody or control of the whole or any substantial portion of the
              properties or assets of the Company or any of its Subsidiaries and
              shall
              not be dismissed within sixty (60) days thereafter;
              or


    

     

    
      	 	 	
              xi.

            	
              Bankruptcy,
                reorganization, insolvency or liquidation proceedings or other proceedings
                for relief under any bankruptcy law or any law for the relief of
                debtors
                shall be instituted by or against the Company or any of its Subsidiaries
                and, if instituted against the Company or any such Subsidiary, shall
                not
                be dismissed within sixty (60) days after such institution or the
                Company
                or such Subsidiary shall by any action or answer approve of, consent
                to,
                or acquiesce in any such proceedings or admit the material allegations
                of,
                or default in answering a petition filed in any such proceeding;
                or

            


    

    


    
      	 	 	
              xii.

            	
              Any
                money judgment, writ or warrant of attachment, or similar process
                in
                excess of Two Hundred Thousand Dollars ($200,000) in the aggregate
                shall
                be entered or filed against the Company or any of it Subsidiaries
                or any
                of such entity’s properties or other assets and shall remain unpaid,
                unvacated, unbonded or unstayed for a period of five (5) Trading
                Days;
                or

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	
              xiii.

            	
              The
                Company or any of its Subsidiaries is, by the end of any relevant
                grace
                period, in default in the payment of principal or interest as and
                when due
                and payable under any one or more debt obligations of the Company
                and its
                Subsidiaries (or any combination thereof) such that the aggregate
                amount
                of such defaults is in excess of Two Hundred Thousand Dollars ($200,000);
                or

            


    

    


    
      	 	 	
              xiv.

            	
              The
                average trading value over any consecutive ten (10) trading days
                shall be
                less than $7,000 per trading day; or

            


      	 	 	 	 


      	 	 	xv.	It becomes unlawful for the Company to perform its
              outstanding obligations under this Debenture or any other Debenture
              issued
              pursuant to the Securities Purchase Agreement;
              or


    

     

     

    B. If
      an
      Event of Default shall have occurred and is continuing, then, 

    


    (i)
      unless and until such Event of Default shall have been cured or waived in
      writing by the Holder (which waiver shall not be deemed to be a waiver of any
      subsequent default), at the option of the Holder and in the Holder’s sole
      discretion, but without further notice from the Holder, the unpaid amount of
      this Debenture, computed as of such date, will bear interest at the rate (the
      “Default Rate”) equal to one percent (1%) per month or the highest rate allowed
      by law, whichever is lower, from the date of the Event of Default to until
      and
      including the date actually paid; and any partial payments shall be applied
      as
      provided in Section 5 hereof; and

    


    (ii)
      at
      any time thereafter, and in each and every such case, unless such Event of
      Default shall have been cured or waived in writing by the Holder (which waiver
      shall not be deemed to be a waiver of any subsequent default), at the option
      of
      the Holder and in the Holder's sole discretion, the Holder may elect to redeem
      all or part of the Unconverted Debenture (as defined below) on the terms
      provided in Section 15 hereof.

    


    15.
       A. The
      Company acknowledges that if there is an Event of Default, the Holder may
      require the Company to immediately redeem all or any part of the outstanding
      portion of this Debenture for an amount equal to the Redemption Amount (as
      defined below). The Redemption Amount shall be paid in cash by the Company
      to
      the Holder. As of the Redemption Due Date or, if earlier, the Redemption Payment
      Date (as those terms are defined below), the Redemption Amount shall be deemed
      applied, if so elected by the Holder, to any outstanding balance due on the
      Specific Purchase Note and then to any outstanding balance on any Purchase
      Note
      issued by the Holder, as designated by the Holder. Any portion of the Redemption
      Amount which is not so applied shall be paid in cash to the Holder and shall
      be
      applied in the priority provided in Section 4(I) hereof.

    


    B. For
      purposes of this Debenture, the following terms shall have the meanings
      indicated below: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Unconverted
      Debenture” means the principal amount of this Debenture which has not been
      converted as of the relevant date. 

    


    “Redemption
      Payment Date” means the date on which the Company actually pays the Redemption
      Amount.

    


    “Redemption
      Amount” means the amount equal to the sum of (i) the Applicable Redemption
      Percentage of the principal of an Unconverted Debenture which is being redeemed,
      plus (ii) any accrued but unpaid interest thereon through and including the
      Redemption Payment Date, plus (iii) all Other Costs.

    


    “Applicable
      Redemption Percentage” means one hundred ten percent (110%), unless the Event of
      Default is one specified under Section 14(A)(viii) or (ix), in which event
      it
      means one hundred fifty percent (150%).

    


    C. The
      Holder of an Unconverted Debenture may elect to redeem a portion of such
      Unconverted Debenture without electing to redeem the balance of the Unconverted
      Debenture; provided, however, that if the Holder gives a Redemption Notice
      (as
      defined below) without specifying the amount of the Unconverted Debenture being
      redeemed, such Redemption Notice shall be deemed to refer to the full principal
      amount of the Unconverted Debenture. The Holder’s option to redeem all or part
      of the Unconverted Debenture shall be exercised by the Holder giving written
      notice of the exercise of this provision by the Holder (a “Redemption Notice”)
      at any time after a relevant Event of Default has occurred but before such
      Event
      of Default is cured. The Redemption Notice shall specify (a) the date (the
      “Redemption Due Date”) on which the Redemption Amount shall be paid, which date
      shall be at least five (5) Trading Days after the date (a “Redemption Notice
      Date”) on which the Holder Redemption Notice is given, and (b) the wire
      instructions for the account to which the Redemption Amount is to be paid;
      provided, however, that the Company shall have the right to accelerate the
      date
      of such payment.

    


    D. If
      all of
      the Unconverted Debentures are being redeemed pursuant to this Section 5, then,
      upon payment in full of the Redemption Amount for all of the Unconverted
      Debentures in accordance with the provisions of this Section 5, the Holder
      shall
      deliver the Debenture to the Company marked “paid in full”.

    


    E. If
      the
      Redemption Amount is not timely paid by the Company, the Redemption Amount
      shall
      accrue interest at the Default Rate and the Holder may declare the Redemption
      Amount, together with such interest, due under this Debenture immediately due
      and payable, without presentment, demand, protest or notice of any kinds, all
      of
      which are hereby expressly waived, anything herein or in any note or other
      instruments contained to the contrary notwithstanding, and the Holder may
      immediately enforce any and all of the Holder's rights and remedies provided
      herein or any other rights or remedies afforded by law, including, but not
      necessarily limited to, the equitable remedy of specific performance and
      injunctive relief.

    


    16. Nothing
      contained in this Debenture shall be construed as conferring upon the Holder
      the
      right to vote or to receive dividends or to consent or receive notice as a
      shareholder in respect of any meeting of shareholders or any rights whatsoever
      as a shareholder of the Company, unless and to the extent converted in
      accordance with the terms hereof.

    


    17. Any
      notice required or permitted hereunder shall be given in manner provided in
      the
      Section headed "NOTICES" in the Securities Purchase Agreement, the terms of
      which are incorporated herein by reference.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    18. The
      Company may prepay the entire principal, along with any accrued interest, due
      under this note at any time without penalty. 

    


    


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

    


    Dated:
      _________________, 20___

    


    


    
      	 	
              POWER3
                MEDICAL PRODUCTS, INC.

            	 
	 	 	 
	 	
              By:_______________________________________

            	 
	 	 	 
	 	
              __________________________________________

            	 
	 	
              (Print
                Name)

            	 
	 	
              _________________________________________

            	
               

            
	 	
              (Title)

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    POWER3
      MEDICAL PRODUCTS, INC.

    NOTICE
      OF
      CONVERSION

    OF

    15%
      CONVERTIBLE DEBENTURE 

    DUE
      JANUARY 1, 2009

    


    (To
      be
      Executed by the Registered Holder in Order to Convert the
      Debenture)

    


    
      	
              TO:

            	
              POWER3
                MEDICAL PRODUCTS, INC.

            	
              VIA
                FAX: (281) 466-1481 

            
	 	
              3400
                Research Forest Drive, Suite B2-3

            	 
	 	
              The
                Woodlands, TX 77381

            	 
	 	
              Attn:
                President

            	 


    

    


    FROM:
      _________________________________________________________
      (“Holder”)

    


    DATE:
      _______________________________________________ (the “Conversion
      Date”)

    


    
      	
              RE:

            	
              Conversion
                of $_________________ principal amount (the “Converted Debenture”) of the
                15% Convertible Debenture Due January 1, 2009, (the “Debenture”) of POWER3
                MEDICAL PRODUCTS, INC. (the “Company”) into ______________________ shares
                (the “Principal Conversion Shares”) of Common Stock (defined
                below)

            


    

    


    
      	
              Note:
                Either the purchase price for this Debenture was paid for in full
                on or
                prior to the Issue Date or the Specific Purchase Note for this Debenture
                has been paid or otherwise satisfied in full prior to the issuance
                of this
                Notice of Conversion.

            


    

     

    The
      captioned Holder hereby gives notice to the Company, pursuant to the Debenture
      of POWER3 MEDICAL PRODUCTS, INC. that the Holder elects to convert the Converted
      Debenture into fully paid and non-assessable shares of Common Stock, $0.001
      par
      value (the “Common Stock”), of the Company as of the Conversion Date specified
      above. Said conversion shall be based on Conversion Price of
      $________________.1

     

     

    ______________________

    1As
      defined in the Debenture,

    


    “Conversion
      Price” means the (i) the VWAP for the three (3) Regular Trading Days (which need
      not be consecutive) selected by the Holder from the twenty (20) Trading Days
      ending on the Trading Day immediately before the relevant Conversion Date,
      multiplied by (ii) seventy percent (70%).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
    

    As
      contemplated by the Debenture, the Company should also pay all accrued but
      unpaid interest on the Converted Debenture to the Holder. The Holder elects
      that
      such accrued but unpaid interest should be paid

    


    ࿇ in
      ______________ shares of Common Stock (“Interest Conversion Shares”),
      representing such interest amount converted at the Conversion Price indicated
      above, which Interest Conversion Shares should be delivered together with the
      Principal Conversion Shares, or 

     

    ࿇ in
      cash, which should be paid as provided in the Debenture by wire transfer as
      follows2:

     

    
      ___________________________________

      


      ___________________________________

      


      ___________________________________
        

      


      Based
        on
        this Conversion Price, the number of Principal Conversion Shares plus Interest
        Conversion Shares (collectively, “Conversion Shares”) indicated above should be
        issued in the following name(s):

      


      
        	 	
                Name
                  and Record Address

              	
                Conversion
                  Shares

              
	 	
                _______________________________

              	
                _______________

              
	 	
                _______________________________

              	
                _______________

              
	 	
                _______________________________

              	
                _______________

              


      

      


      It
        is the
        intention of the Holder to comply with the provisions of Section 4(C) of
        the
        Debenture regarding certain limits on the Holder's right to convert thereunder.
        The Holder believe this conversion complies with the provisions of said Section
        4(C). Nonetheless, to the extent that, pursuant to the conversion 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 conversion
        which would result in the issuance of shares consistent with such provision.
        Any
        conversion above such amount is hereby deemed void and revoked.

       

      
        
          

        

        The
          Worksheet attached to this Notice of Conversion lists the 3 Regular Trading
          Days
          used in determining the Conversion Price.

        2Information
          should include the following:

         

      

    

    All
      Wires: 

    (1)
      Bank
      Name

    (2)
      Bank
      Address (including street, city, state) 

    (3)
      ABA
      or Wire Routing No. 

    (4)
      Account Name

    (5)
      Account Number

    


    If
      Wire
      is going to International (Non-US) Bank, all of the above plus:

    (6)
      SWIFT
      Number

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


    If
      this
      Notice of Conversion represents the full conversion of the outstanding balance
      of the Converted Debenture, the Holder either (1) has previously surrendered
      the
      Converted Debenture to the Company or (2) will surrender (or cause to be
      surrendered) the Converted Debenture 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 Conversion. 

    


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

    


    ࿇ via
      express courier, or 

    


    ࿇ by
      electronic transfer

    


    within
      the time contemplated by the Debenture after receipt of this Notice of
      Conversion (by facsimile transmission or otherwise) to:

    


    _____________________________________

    _____________________________________

    _____________________________________

    


    


    
      	 	
              _____________________________________

            	
            
	 	
              (Print
                name of Holder)

            	
               

            
	 	 	 
	 	
              By:
                __________________________________

            	 
	 	
              (Signature
                of Authorized Person)

            	 
	 	 	 
	 	
              ______________________________________

            	 
	 	
              (Printed
                Name and Title)

            	 


    

    


    


    CONVERSION
      PRICE WORKSHEET

    


    The
      following information was used in determining the Conversion Price referred
      to
      in this Notice of Conversion.

    
       

      
        	
                1.

              	
                Conversion
                  Date:  ___________________,
                  20__

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


       

      
        	
                2.

              	
                The
                  Holder selected the following three (3) Regular Trading Days (which
                  need
                  not be consecutive) out of the 20 Trading Days ending on the Trading
                  Day
                  before the Conversion Date:

              


      

       

      
        	
                 

              	
                (1)

              	
                /
                  /

              
	
                 

              	
                (2)

              	
                /
                  /

              
	
                 

              	
                (3)

              	
                /
                  /

              


      

      


      
        	
                3.

              	
                The
                  VWAP for Regular Trading Days of the 3 Regular Trading Days specified
                  above was $_____.

              


      

       

      
        	
                4.

              	
                75%
                  of amount specified in item 3 above is $_____
                  (=
                  the Conversion Price).