NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL
      (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
      STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
      (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
      ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
      ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
      WITH
      SUCH PROPOSED TRANSFER.

     

    WARRANT

     

    Original
      Issue Date: July 29, 2008

     

    THIS
      CERTIFIES THAT, FOR VALUE RECEIVED, Able
      Income Fund LLC or
      its
      registered assigns (“Holder”)
      is
      entitled to purchase from Power3Medical
      Products, Inc. (the
      “Company”),
      on the
      terms and conditions hereinafter set forth, at any time or from time to time
      from the date hereof until 5:00 p.m., Eastern Time, on the 7 year anniversary
      of
      the Original Issue Date set forth above, or if such date is not a day on which
      the Company (as hereinafter defined) is open for business, then the next
      succeeding day on which the Company is open for business (such date is the
      “Expiration
      Date”),
      but
      not thereafter, to purchase up to Four Million Five Hundred Thousand (4,500,000)
      shares of the Common Stock, par value $.001 per share (the “Common
      Stock”),
      of
      the Company, at a purchase price of $0.06 per share (the “Exercise
      Price”),
      such
      number of shares and Exercise Price being subject to adjustment upon the
      occurrence of the contingencies set forth in this Warrant. Each share of Common
      Stock as to which this Warrant is exercisable is a “Warrant
      Share”
and
      all
      such shares are collectively referred to as the “Warrant
      Shares.” 

     

    Section
      1. Exercise
      of Warrant; Conversion of Warrant.  

     

    (a) This
      Warrant may, at the option of Holder, be exercised in whole or in part from
      time
      to time by delivery to the Company on or before 5:00 p.m., Eastern Time, on
      the
      Expiration Date, (i) a written notice of such Holder's election to exercise
      this Warrant (the “Exercise
      Notice”),
      which
      notice may be in the form of the Notice of Exercise attached hereto, properly
      executed and completed by Holder or an authorized officer thereof, and
      (ii) payment for the Warrant Shares (“Payment”), as further described in
      Section 1(b), below (the items specified in (i) and (ii) are collectively
      referred to as the “Exercise
      Materials”). 
      

    


    (b)
       Payment
      may be made, at the option of Holder, by check payable to the order of the
      Company or wire transfer, in an amount equal to the product of the Exercise
      Price multiplied
      by
      the
      number of Warrant Shares specified in the Exercise Notice.

    


    (c) Notwithstanding
      any provisions herein to the contrary, if the Fair Market Value (as defined
      below) of one share of Common Stock is greater than the Exercise Price (at
      the
      date of calculation as set forth below), to the extent the Holder does not
      elect
      to pay cash or by promissory note upon the deemed exercise of this Warrant,
      the
      Holder shall be deemed to have elected to receive shares equal to the value
      (as
      determined below) of this Warrant (or the portion thereof being cancelled)
      in
      which event the Company shall issue to the holder a number of shares of Common
      Stock computed using the following formula:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    X=Y
      (A-B)

    A

    


    Where X= the
      number of shares of Common Stock to be issued to the holder

    


    
      	 	
              Y=

            	
              the
                number of shares of Common Stock deemed purchased under the Warrant
                for
                which the Holder is not paying cash

            


    

     

    
      	 	
              A=

            	
              the
                Fair Market Value of one share of the Company’s Common Stock (at the date
                of such calculation)

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of Rule 144 promulgated under the 1933 Act, it is intended, subject
      to
      applicable interpretations of the Securities and Exchange Commission, that
      the
      Warrant Shares issued in a cashless exercise transaction shall be deemed to
      have
      been acquired by the Holder, and the holding period for the Warrant Shares
      shall
      be deemed to have commenced, on the date this Warrant was originally
      issued.

    


    (c) Fair
      Market Value of a share of Common Stock as of a particular date (the
      "Determination Date") shall mean: 

     

    (i) If
      the
      Company's Common Stock is traded on an exchange or is quoted on the National
      Association of Securities Dealers, Inc. Automated Quotation ("Nasdaq") National
      Market System, the Nasdaq SmallCap Market or the American Stock Exchange, Inc.,
      then the closing or last sale price, respectively, reported for the last
      business day immediately preceding the Determination Date;

     

    (ii) If
      the
      Company's Common Stock is not traded on an exchange or on the Nasdaq National
      Market System, the Nasdaq SmallCap Market or the American Stock Exchange, Inc.,
      but is traded in the over-the-counter market, then the average of the closing
      bid and ask prices reported for the last business day immediately preceding
      the
      Determination Date;

    


    (iii) Except
      as
      provided in clause (iv) below, if the Company's Common Stock is not
      publicly traded, then as the Holder and the Company agree, or in the absence
      of
      such an agreement, by arbitration in accordance with the rules then standing
      of
      the American Arbitration Association, before a single arbitrator to be chosen
      from a panel of persons qualified by education and training to pass on the
      matter to be decided; or

    


    (iv) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company's articles of incorporation , then all amounts to be payable per share
      to holders of the Common Stock pursuant to the articles of incorporation in
      the
      event of such liquidation, dissolution or winding up, plus all other amounts
      to
      be payable per share in respect of the Common Stock in liquidation under the
      articles of incorporation , assuming for the purposes of this clause
      (iv) that all of the shares of Common Stock then issuable upon exercise of
      all of the Warrants are outstanding at the Determination Date.

    


    (d) As
      promptly as practicable after its receipt of the Exercise Materials, Company
      shall execute or cause to be executed and delivered to Holder a certificate
      or
      certificates representing the number of Warrant Shares specified in the Exercise
      Notice, together with cash in lieu of any fraction of a share, and if this
      Warrant is partially exercised, a new warrant on the same terms for the
      unexercised balance of the Warrant Shares. The stock certificate or certificates
      shall be registered in the name of Holder or such other name or names as shall
      be designated in the Exercise Notice. The date on which the Warrant shall be
      deemed to have been exercised (the “Effective
      Date”),
      and
      the date the person in whose name any certificate evidencing the Common Stock
      issued upon the exercise hereof is issued shall be deemed to have become the
      holder of record of such shares, shall be the date the Company receives the
      Exercise Materials, irrespective of the date of delivery of a certificate or
      certificates evidencing the Common Stock issued upon the exercise or conversion
      hereof, provided,
      however, that
      if
      the Exercise Materials are received by the Company on a date on which the stock
      transfer books of the Company are closed, the Effective Date shall be the next
      succeeding date on which the stock transfer books are open.  All shares of
      Common Stock issued upon the exercise or conversion of this Warrant will, upon
      issuance, be fully paid and nonassessable and free from all taxes, liens, and
      charges with respect thereto. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      2. Adjustments
      to Warrant Shares. The
      number of Warrant Shares issuable upon the exercise hereof shall be subject
      to
      adjustment as follows:

     

    (a) In
      the
      event the Company is a party to a consolidation, share exchange, or merger,
      or
      the sale of all or substantially all of the assets of the Company to, any
      person, or in the case of any consolidation or merger of another corporation
      into the Company in which the Company is the surviving corporation, and in
      which
      there is a reclassification or change of the shares of Common Stock of the
      Company, this Warrant shall after such consolidation, share exchange, merger,
      or
      sale be exercisable for the kind and number of securities or amount and kind
      of
      property of the Company or the corporation or other entity resulting from such
      share exchange, merger, or consolidation, or to which such sale shall be made,
      as the case may be (the “Successor
      Company”),
      to
      which a holder of the number of shares of Common Stock deliverable upon the
      exercise (immediately prior to the time of such consolidation, share exchange,
      merger, or sale) of this Warrant would have been entitled upon such
      consolidation, share exchange, merger, or sale; and in any such case appropriate
      adjustments shall be made in the application of the provisions set forth herein
      with respect to the rights and interests of Holder, such that the provisions
      set
      forth herein shall thereafter correspondingly be made applicable, as nearly
      as
      may reasonably be, in relation to the number and kind of securities or the
      type
      and amount of property thereafter deliverable upon the exercise of this
      Warrant.  The above provisions shall similarly apply to successive
      consolidations, share exchanges, mergers, and sales.  Any adjustment
      required by this Section 2 (a) because of a consolidation, share exchange,
      merger, or sale shall be set forth in an undertaking delivered to Holder and
      executed by the Successor Company which provides that Holder shall have the
      right to exercise this Warrant for the kind and number of securities or amount
      and kind of property of the Successor Company or to which the holder of a number
      of shares of Common Stock deliverable upon exercise (immediately prior to the
      time of such consolidation, share exchange, merger, or sale) of this Warrant
      would have been entitled upon such consolidation, share exchange, merger, or
      sale.  Such undertaking shall also provide for future adjustments to the
      number of Warrant Shares and the Exercise Price in accordance with the
      provisions set forth in Section 2 hereof.

     

    (b) In
      the
      event the Company should at any time, or from time to time after the Original
      Issue Date, fix a record date for the effectuation of a stock split or
      subdivision of the outstanding shares of Common Stock or the determination
      of
      holders of Common Stock entitled to receive a dividend or other distribution
      payable in additional shares of Common Stock, or securities or rights
      convertible into, or entitling the holder thereof to receive directly or
      indirectly, additional shares of Common Stock (hereinafter referred to as
“Common
      Stock Equivalents”)
      without payment of any consideration by such holder for the additional shares
      of
      Common Stock or the Common Stock Equivalents (including the additional shares
      of
      Common Stock issuable upon exercise or exercise thereof), then, as of such
      record date (or the date of such dividend, distribution, split, or subdivision
      if no record date is fixed), the number of Warrant Shares issuable upon the
      exercise hereof shall be proportionately increased and the Exercise Price shall
      be appropriately decreased by the same proportion as the increase in the number
      of outstanding Common Stock Equivalents of the Company resulting from the
      dividend, distribution, split, or subdivision. Notwithstanding the preceding
      sentence, no adjustment shall be made to decrease the Exercise Price below
      $.001
      per Share. 

     

    (c) In
      the
      event the Company should at any time or from time to time after the Original
      Issue Date, fix a record date for the effectuation of a reverse stock split,
      or
      a transaction having a similar effect on the number of outstanding shares of
      Common Stock of the Company, then, as of such record date (or the date of such
      reverse stock split or similar transaction if no record date is fixed), the
      number of Warrant Shares issuable upon the exercise hereof shall be
      proportionately decreased and the Exercise Price shall be appropriately
      increased by the same proportion as the decrease of the number of outstanding
      Common Stock Equivalents resulting from the reverse stock split or similar
      transaction. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) In
      the
      event the Company should at any time or from time to time after the Original
      Issue Date, fix a record date for a reclassification of its Common Stock, then,
      as of such record date (or the date of the reclassification if no record date
      is
      set), this Warrant shall thereafter be convertible into such number and kind
      of
      securities as would have been issuable as the result of such reclassification
      to
      a holder of a number of shares of Common Stock equal to the number of Warrant
      Shares issuable upon exercise of this Warrant immediately prior to such
      reclassification, and the Exercise Price shall be unchanged.

     

    (e) The
      Company will not, by amendment of its Certificate of Incorporation or through
      reorganization, consolidation, merger, dissolution, issue, or sale of
      securities, sale of assets or any other voluntary action, void or seek to avoid
      the observance or performance of any of the terms of the Warrant, but will
      at
      all times in good faith assist in the carrying out of all such terms and in
      the
      taking of all such actions as may be necessary or appropriate in order to
      protect the rights of Holder against dilution or other impairment.  Without
      limiting the generality of the foregoing, the Company (x) will not create a
      par
      value of any share of stock receivable upon the exercise of the Warrant above
      the amount payable therefor upon such exercise, and (y) will take all such
      action as may be necessary or appropriate in order that the Company may validly
      and legally issue fully paid and non-assessable shares upon the exercise of
      the
      Warrant.

     

    (f) When
      any
      adjustment is required to be made in the number or kind of shares purchasable
      upon exercise of the Warrant, or in the Exercise Price, the Company shall
      promptly notify Holder of such event and of the number of shares of Common
      Stock
      or other securities or property thereafter purchasable upon exercise of the
      Warrants and of the Exercise Price, together with the computation resulting
      in
      such adjustment.

     

    (g) The
      Company covenants and agrees that all Warrant Shares which may be issued will,
      upon issuance, be validly issued, fully paid, and non-assessable.  The
      Company further covenants and agrees that the Company will at all times have
      authorized and reserved, free from preemptive rights, a sufficient number of
      shares of its Common Stock to provide for the exercise of the Warrant in full.
      

     

    Section
      3. No
      Stockholder Rights. This
      Warrant alone shall not entitle Holder hereof to any voting rights or other
      rights as a stockholder of the Company.

     

    Section
      4. Transfer
      of Securities.

     

    (a) This
      Warrant and the Warrant Shares and any shares of capital stock received in
      respect thereof, whether by reason of a stock split or share reclassification
      thereof, a stock dividend thereon, or otherwise, shall not be transferable
      except upon compliance with the provisions of the Securities Act of 1933, as
      amended (the “Securities
      Act”)
      and
      applicable state securities laws with respect to the transfer of such
      securities.  The Holder, by acceptance of this Warrant, agrees to be bound
      by the provisions of Section 4 hereof and to indemnify and hold harmless
      the Company against any loss or liability arising from the disposition of this
      Warrant or the Warrant Shares issuable upon exercise hereof or any interest
      in
      either thereof in violation of the provisions of this Warrant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) Each
      certificate for the Warrant Shares and any shares of capital stock received
      in
      respect thereof, whether by reason of a stock split or share reclassification
      thereof, a stock dividend thereon or otherwise, and each certificate for any
      such securities issued to subsequent transferees of any such certificate shall
      (unless otherwise permitted by the provisions hereof) be stamped or otherwise
      imprinted with a legend in substantially the following form:

     

    “NEITHER
      THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
      STATE SECURITIES LAW AND NEITHER MAY BE SOLD OR OTHERWISE TRANSFERRED UNTIL
      (I) A REGISTRATION STATEMENT UNDER SUCH SECURITIES ACT AND SUCH APPLICABLE
      STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR
      (II) THE COMPANY SHALL HAVE RECEIVED A WRITTEN OPINION OF COUNSEL
      ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER SUCH SECURITIES
      ACT AND SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION
      WITH
      SUCH PROPOSED TRANSFER.”

     

    Section
      5.
      Miscellaneous. 
      

     

    (a) The
      terms
      of this Warrant shall be binding upon and shall inure to the benefit of any
      successors or permitted assigns of Holder.

     

    (b) Except
      as
      otherwise provided herein, this Warrant and all rights hereunder are
      transferable by the registered holder hereof in person or by duly authorized
      attorney on the books of the Company upon surrender of this Warrant, properly
      endorsed, to the Company.  The Company may deem and treat the registered
      holder of this Warrant at any time as the absolute owner hereof for all purposes
      and shall not be affected by any notice to the contrary. 

     

    (c) Notwithstanding
      any provision herein to the contrary, Holder may not exercise, sell, transfer,
      or otherwise assign this Warrant unless the Company is provided with an opinion
      of counsel satisfactory in form and substance to the Company, to the effect
      that
      such exercise, sale, transfer, or assignment would not violate the Securities
      Act or applicable state securities laws. 

     

    (d) This
      Warrant may be divided into separate warrants covering one share of Common
      Stock
      or any whole multiple thereof, for the total number of shares of Common Stock
      then subject to this Warrant at any time, or from time to time, upon the request
      of the registered holder of this Warrant and the surrender of the same to the
      Company for such purpose.  Such subdivided Warrants shall be issued
      promptly by the Company following any such request and shall be of the same
      form
      and tenor as this Warrant, except for any requested change in the name of the
      registered holder stated herein.

     

    (e) Any
      notices, consents, waivers, or other communications required or permitted to
      be
      given under the terms of this Warrant must be in writing and will be deemed
      to
      have been delivered (a) upon receipt, when delivered personally, (b) upon
      receipt, when sent by facsimile, provided
      a copy
      is mailed by U.S. certified mail, return receipt requested, (c) three (3) days
      after being sent by U.S. certified mail, return receipt requested, or (d) one
      (1) day after deposit with a nationally recognized overnight delivery service,
      in each case properly addressed to the party to receive the same. 

     

    Notice
      to
      Holder shall be provided to the registered address of Holder appearing on the
      books of the Company. Each party shall provide five (5) days prior written
      notice to the other party of any change in address, which change shall not
      be
      effective until actual receipt thereof

     

    (f) The
      corporate laws of the State of Colorado shall govern all issues concerning
      the
      relative rights of the Company and its stockholders. All other questions
      concerning the construction, validity, enforcement and interpretation of this
      Warrant shall be governed by the internal laws of the State of Colorado, without
      giving effect to any choice of law or conflict of law provision or rule (whether
      of the State of Colorado or any other jurisdictions) that would cause the
      application of the laws of any jurisdictions other than the State of Colorado.
      If any provision of this Warrant shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Warrant in that jurisdiction or
      the
      validity or enforceability of any provision of this Warrant in any other
      jurisdiction. 

    


     

    [Signatures
      on the following page]

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SIGNATURE
      PAGE

     

    TO

     

    WARRANT

     

     

    IN
      WITNESS WHEREOF, Power3Medical Products, Inc. has caused this Warrant to be
      executed and to be dated as of the date first above written.

    
      	 	 	 
	 	Power3Medical
              Products, Inc. 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    ASSIGNMENT

     

    (To
      be
      Executed by the Registered Holder to effect a Transfer of the foregoing
      Warrant)

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, and assigns and transfers unto
      ___________________________________________________________________________
      the
      foregoing Warrant and the rights represented thereto to purchase shares of
      Common Stock of Power3Medical Products, Inc. in accordance with terms and
      conditions thereof, and does hereby irrevocably constitute and appoint
      ________________ Attorney to transfer the said Warrant on the books of the
      Company, with full power of substitution.

     

    Holder:

     

    __________________________

     

    __________________________

     

     

    Address

     

    Dated:
      __________________, 20__

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXERCISE
      OR CONVERSION NOTICE

     

     

    [To
      be
      signed only upon exercise of Warrant]

     

    
      	To:	
              Power3Medical
                Products, Inc. 

            


    

     

    
      	CC:	
              Escrow
                Agent

            


    

     

    The
      undersigned Holder of the attached Warrant hereby irrevocably elects to exercise
      the Warrant for, and to purchase thereunder, _____ shares of Common Stock of
      Power3Medical Products, Inc. issuable upon exercise of said Warrant and hereby
      surrenders said Warrant.

     

    The
      undersigned herewith requests that the certificates for such shares be issued
      in
      the name of, and delivered to the undersigned, whose address is
      ________________________________.

     

    


    If
      electronic book entry transfer, complete the following:

     

    Account
      Number:       

     

    Transaction
      Code Number:    

     

    Dated:
      ___________________

     

    
      	 	
              Holder:

               

              ____________________________________

               

              ____________________________________

               

              By:_________________________________

              Name:

              Title:

            


    

    

    

    NOTICE

     

    The
      signature above must correspond to the name as written upon the face of the
      within Warrant in every particular, without alteration or enlargement or any
      change whatsoever.