AMENDED
AND RESTATED

    EMPLOYMENT
AGREEMENT

    


    This Amended and Restated Employment
Agreement (the “Agreement”) by and between
Power 3 Medical Products, Inc., a New York corporation (the “Company”), and Ira L.
Goldknopf, Ph.D. (the “Officer”) is executed this 17
day of May, 2009 and shall be effective for all purposes as of May 17, 2009
(the “Effective
Date”).

    


    RECITALS

    


    WHEREAS, the Company and the Officer
previously entered into that certain Employment Agreement dated as of
May 18, 2004 (the “Original
Agreement”);

    


    WHEREAS, the Original Agreement
terminated May 17, 2009; and

    


    WHEREAS, the Company and the Officer
desire to enter into a new Agreement and update the provisions of the Original
Agreement to reflect the parties’ mutual understanding and intent and to restate
the Original Agreement, as amended, in its entirety.

    


    NOW, THEREFORE, in consideration of the
premises and of the covenants and agreements herein provided, the parties hereto
agree as follows:

    


    1.           EMPLOYMENT
TERMS

    


    1.1          Term.  The
Company hereby employs the Officer, and the Officer hereby accepts employment
with the Company, all in accordance with the terms and conditions hereof, for a
term commencing on May 17, 2009 and terminating on May 17,
2012.  However, the Officer shall be considered to be employed by the
Company beyond the Termination Date for purposes of receiving certain benefits
conferred under this Agreement, as described in Paragraph 3.1
hereof.

    


    
      	
               
      

            	
              1.2

            	
              Position and
      Duties.

            


    

    


    (a)            The
Company hereby employs the Officer, and the Officer agrees to serve the Company,
as an Officer of the Company pursuant to the terms of this
Agreement.  The Company has by action of its Board of Directors
appointed the Officer to the position of President and Chief Scientific Officer,
however it may, in the sole and unfettered discretion of the Board of Directors,
amend the Officer’s title and/or duties and responsibilities, provided that the
Officer remains an officer of the Company pursuant to the terms of this
Agreement.

    


    (b)            The
Officer shall be responsible for such duties as are commensurate with the office
in which he serves and as may from time to time be assigned to the Officer by
the Company’s Board of Directors.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              1.3

            	
              Performance of
      Duties.

            


    

    


    (a)            At
all times prior to the Termination Date, the Officer (i) shall devote his full
business time, energies, best efforts, and attention to the business of the
Company, (ii) shall faithfully and diligently perform the duties of his
employment with the Company, (iii) shall do all reasonably in his power to
promote, develop, and extend the business of the Company, and (iv) shall not
enter into the service of, or be employed in any capacity or for any purpose
whatsoever by, any person, firm or corporation other than the Company without
the prior written consent of the Board of Directors of the Company.

    


    (b)            The
Officer shall perform his duties in accordance with all applicable laws, rules,
or regulations that apply to the Company and/or its business, assets (real or
personal), or employees.

    


    2.            COMPENSATION.

    


    2.1           Salary.

    


    (a)           For
so long as Officer is employed by the Company, the Company agrees to pay to the
Officer, and the Officer shall accept from the Company, for all of his services
rendered pursuant to this Agreement, a salary of One Hundred  Thousand
Dollars ($100,000) per annum, payable semimonthly prorated for the period from
May 18, 2009 to May 31, 2009, and a salary of One Hundred Twenty-Five Thousand
Dollars ($125,000) per annum, payable semimonthly for the period beginning June
1, 2009.

    


    (b)           The
Company’s Board of Directors, or compensation committee of the Board of
Directors (the “Compensation
Committee”), shall review the Officer’s salary annually and merit
increases thereon shall be considered and may be approved, in the sole and
unlimited discretion of the Company’s Board of Directors, depending in part on
the profits and cash flow of the Company.  If the Company’s Board of
Directors elects in its discretion to increase the salary of the Officer at any
time or from time to time, the new salary rate shall, without further action by
the Officer or the Company, be deemed substituted for the amount set forth
above.  At such time, this Agreement shall be deemed amended
accordingly (notwithstanding the provisions of Paragraph 7.8 below), and, as so
amended, shall remain in full force and effect.


    
      
         


      

      
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    2.2           Bonuses.           The
Company shall award the Officer a bonus of One Thousand Dollars ($1,000) for
each publication authored by the Officer, or co-authored with another
collaborator, which is published in a scientific or professional journal, in
which the publication enhances the Company’s intellectual property, the
Company’s scientific discoveries, the Company’s diagnostic testing products, or
the Company’s overall visibility in its marketing efforts. The Company, in the
sole and unfettered discretion of its Board of Directors or Compensation
Committee, may from time to time award additional cash bonuses to the Officer
based upon its measure of Officer’s performance.  Such bonuses may be
awarded in a lump sum or may be conditioned upon the future performance or
employment of Officer, in the sole and unfettered discretion of the Board of
Directors of the Company.

    


    2.3           Expenses.         Upon
submission of appropriate invoices or vouchers, the Company shall pay or
reimburse the Officer for all reasonable expenses incurred by the Officer in the
performance of his duties hereunder in furtherance of the business of the
Company.

    


    2.4           Benefits.           The
Company extends to the Officer the right to participate in whatever employee
benefit plans (excluding any employee benefit plan covered separately in this
Agreement) may be in effect from time to time, to the extent the Officer is
eligible under the terms of the plans.  However, no employee benefits
other than those specifically conferred by the terms of this Agreement have been
promised to the Officer in connection with this employment.  The
adoption of one or more employee benefit plans, the terms of the plans, and the
Officer’s participation in the plans, if any, are in the sole discretion of the
Company and may be changed by the Company at any time and from time to
time.

    


    2.5           Stock
Grant.

    


    (a)           Over
the period of The Original Agreement, the Officer was granted by the Company
restricted common shares of the Company’s stock (the “Common Shares”) and One
Million Five Hundred (1,500,000) shares of Series B preferred stock to be
designated by the Company (the “Series B Shares”); and
collectively with the Common Shares, the “Restricted Stock”. The grant
of the Restricted Stock shall continue to be subject to the following terms and
conditions:

    


    (i)           Until
such time as the restricted stock becomes non-forfeitable, the Company retains
the right, at the discretion of the Board of Directors, to use any of such
shares as deemed necessary, solely to pledge as collateral to raise funds for
the benefit of the company. In the event that such shares become forfeit of a
pledge, the company may at the discretion of the board of directors issue
replacement shares to the employee under the restrictions of this agreement.
During the course of the pledge, the voting rights of the pledged shares remain
with the employee.

    


    (ii)          Upon
issuance of the Restricted Stock, except for the restrictions set forth in this
Paragraph 2.5, the Officer shall have all rights of a shareholder of the
Company with respect to such Restricted Stock including the right to vote such
Restricted Stock and to receive all dividends and other distributions paid with
respect to such Restricted Stock; provided, however, dividends, if any, paid or
distributed on the Restricted Stock shall not be paid by the Company to the
Officer unless and until such time as the Restricted Stock becomes
non-forfeitable.


    
      
         


      

      
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    (iii)         
In the event of a Change in Control (as herein defined), the Company waives in
whole or in part any and all remaining restrictions on the Restricted
Stock.  For purposes hereof, a Change of Control shall mean, and shall
be deemed to have occurred:

    


    (A)           if
any person, other than any benefit plan of the Company or the Officer, as holder
of the Series B Preferred Stock, directly or indirectly, becomes the
beneficial owner (as defined in Section 13(d) of the Securities Exchange
Act of 1934, as amended) of securities representing 51% or more of the combined
voting power of the Company’s then-outstanding securities, but excluding any
such acquisition pursuant to a merger, consolidation or similar business
combination involving the Company; or

    


    (B)           upon
the consummation of a merger, consolidation, or similar business combination
involving the Company, other than any such transaction which results in at least
75% of the total voting power represented by the voting securities of the
surviving entity (or the parent entity thereof) outstanding immediately after
such transaction being beneficially owned by at least 75% of the holders of the
outstanding voting securities of the Company immediately prior to the
transaction with the voting power of each such continuing holder relative to
other such continuing holders not being substantially altered in the
transaction; or

    


    (C)           upon
the Board of Directors or the shareholders of the Company approving a plan of
complete or substantially complete liquidation of the Company; or

    


    (D)           upon
the consummation of the sale, lease, or disposition by the Company of 50% or
more of the total assets of the Company in one or a series of related
transactions (provided that a license, sublicense or similar transaction
involving the Company’s intellectual property rights shall not be considered as
a Change of Control); or

    


    (E)           upon
the individuals who constitute the Board as of the Effective Date (the “Incumbent Board”) ceasing for
any reason to constitute at least a majority of the members of the Board,
provided that any person becoming a director after the Effective Date whose
election, or nomination for election by the Company’s shareholders, was approved
by a vote of at least two-thirds of the directors then comprising the Incumbent
Board (other than any individual whose initial assumption of office occurs as a
result of either (a) an actual or threatened election contest or
(b) an actual or threatened solicitation of proxies or consents by or on
behalf of a person other than the Board) shall be, for purposes of this
Agreement, considered as though such person were a member of the Incumbent
Board.

    


    (v)          The
Common Shares shall have demand registration rights or piggyback registration
rights (neither of which, however, shall be effective unless and until the
Officer’s rights to such shares have ceased to be subject to the risks of
forfeiture as provided herein).


    
      
         


      

      
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    (b)           The
Officer agrees to pay in a timely manner deemed suitable by the Company, and to
indemnify and hold harmless the Company from, any and all taxes (including all
penalties and interest, if any, thereon), resulting from the grant and/or
transfer of the above-referenced Restricted Stock for which ultimate
responsibility is assigned to or asserted against the Officer under applicable
law.  For purposes of this provision, all withholding obligations of
the Company in respect of the aforementioned taxes (including any and all taxes,
penalties and interest imposed on or asserted against the Company for failure to
properly withhold and remit any such amounts in a timely manner) shall be
considered the responsibility of the Officer and, accordingly, the Officer
agrees to pay in a timely manner deemed suitable by the Company, and to
indemnify and hold harmless the Company from, any and all of such
obligations.

    


    2.6           Vacation; Sick
Leave.    The Company’s vacation and sick leave policy has
been established by the Company and may be changed by the Company at any time
and from time to time.  Said policy is published in separate data
files accessible to the Officer.  The Officer will not be entitled to
receive payment for any unused sick leave either during employment or upon
termination of employment.

    


    2.7           Withholding.      The
Company may withhold from any amounts payable under this Agreement any and all
federal, state, city, or other taxes or other amounts required to be withheld by
any applicable law.

    


    3.            TERMINATION.

    


    3.1           Termination Upon 30 Days
Notice.

    


    (a)           Either
party may terminate the Officer’s employment under this Agreement for any reason
whatsoever, either with or without cause, upon giving the other party no less
than thirty (30) days prior written notice of such termination ( the “Notice Date”).  The
effective date of a termination pursuant to this Paragraph 3.1 shall be such
termination date as stated on the notice, provided that the termination date can
be no earlier than the 31st day
following the day the notice becomes effective pursuant to Paragraph 5.4 below
(the “Termination
Date”).

    


    (b)           Until
the expiration of the contract on May 17, 2012 (“Transition Period”), unless
terminated for “Cause” as defined in Paragraph 3.4 or if the Officer
resigns from his position or duties, the Officer will continue to be considered
as an employee of the Company only for the purpose of receiving the compensation
and benefits awarded in Paragraphs 2.1, 2.2, and 2.4
hereof.  More specifically, for the duration of Transition Period the
Officer (i) shall continue to receive his salary at the rate in effect as of the
Notice Date, (ii) shall continue to be considered an employee of the Company for
purposes of determining eligibility to receive any contingent or deferred
bonuses awarded to the Officer prior to the Termination Date, (iii) shall
continue to be considered an officer of the Company for purposes of vesting in
any stock options granted to Officer (but not for purposes of the forfeiture
restrictions applicable to the Restricted Stock as set forth in
Paragraph 2.5), and (iv) shall, to the extent allowed by such plan, remain
eligible to participate in any benefit plan of the Company in which the Officer
participates as of the Notice Date.


    
      
         


      

      
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    (c)           Notwithstanding
any provision herein to the contrary, however, the Officer will not be entitled
to act as, or represent himself to be, an officer or employee of the Company
following the Termination date and will not be entitled to receive or
participate in any bonus, incentive, or benefit program, involving stock or
otherwise, that is established following the Termination Date.

    


    3.2           Termination by Mutual
Consent.   The Officer and the Company may at any time
terminate the employment of the Officer under this Agreement by mutual consent
in writing upon the terms and conditions stated in such writing.

    


    3.3           Termination Upon
Death.   If the Officer dies, his employment shall immediately
terminate automatically as of the date of his death.  In such event,
the Officer shall be treated as if he had terminated his employment with the
Company under the terms of Paragraph 3.1 above, with the date of his death
serving as both the Notice Date and the Termination Date.

    


    3.4           Termination for
Cause.   This Agreement may be terminated for Cause by either
party for the following reasons, only:

    


    


    3.4.a.1  Commission of a
criminal offense by either party in the course of performance of the Agreement
shall entitle the other to effect immediate termination upon giving written
notice;

    


    3.4.a.2  If either
party becomes insolvent or makes a general assignment for the benefit of
creditors or if petition in bankruptcy is filed against the defaulting party and
is not discharged or disputed within five (5) working days of such filing or of
the agent is adjudicated bankrupt or insolvent;

    


    3.4.a.3  The election of
one party (the “aggrieved
party”) to terminate this Agreement upon (1) the actual breach or actual
default by the other party in the reasonable performance of the defaulting
party’s obligations and duties under this Agreement and (2) the failure of the
defaulting party to cure the same within fifteen (15) days (the “cure period”)
after receipt by the defaulting party of a good faith written notice from the
aggrieved party specifying such breach or default and (3) provided that the
defaulting party has not cured the default and the aggrieved party may then give
written notice to defaulting party of his or its election to terminate ten (10)
days after expiration of the cure period.


    
      
         


      

      
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    3.5           Transition.  Officer
shall make a good faith effort to aid in the transition of management
necessitated by the termination of his employment pursuant to this
Agreement.  To the extent feasible and/or practical, Officer shall
devote the time and energy necessary to effect said goal of a smooth transition
for the successor chief scientific officer.  The salary payable to
Officer by the Company pursuant to Paragraph 2.1(a) of this contract shall
continue to be paid to Officer during such transition period.

    


    4.           PROPRIETARY INFORMATION AND
ITEMS.

    


    4.1           Acknowledgments.    The
Officer acknowledges that (a) the Officer has or will be afforded access to
Proprietary Information of the Company or its affiliates; (b) public disclosure
of such Proprietary Information could have an adverse effect on the Company and
its affiliates; and (c) the provisions of this Section 4 are reasonable and
necessary to prevent the improper use or disclosure of such Proprietary
Information.

    


    4.2           Non-Disclosure and Non-Use
of Proprietary Information.     During the Officer’s
employment by the Company and for a period of five (5) years thereafter, the
Officer covenants and agrees that the Officer (a) shall not disclose to others
or use for the benefit of himself or others, any of the Company’s Proprietary
Information, except that the Officer may disclose such information (i) in the
course of and in furtherance of the Officer’s employment with the Company to the
extent necessary for the benefit of the Company, (ii) with the prior specific
written consent of the Board of Directors of the Company, or (iii) to the extent
required by law; and (b) shall take all measures reasonably necessary to
preserve the confidentiality of all Proprietary Information of the Company known
to the Officer, shall cooperate fully with the Company’s or its affiliates’
enforcement of measures intended to preserve the confidentiality of all
Proprietary Information, and shall notify the Board of Directors immediately
upon receiving any request for, or making any disclosure of, any Proprietary
Information from or to any person other than an officer or employee of the
Company or of one of its affiliates who has a need to know such
information.

    


    4.3           Proprietary
Information.  For purposes of this Agreement,  “Proprietary Information”
means trade secrets, secret or confidential information or knowledge pertaining
to, or any other nonpublic information pertaining to the business or affairs of
the Company or any of its affiliates, including without limitation, medical
imaging software programs (including source code and object code) and design
documentation; identities, addresses, backgrounds, or other information
regarding licensors, suppliers, customers, sublicenses, potential customers and
sublicenses, employees, contractors, or sources of referral; marketing plans or
strategies, business or personnel acquisition plans; pending or contemplated
projects, ventures, or proposals; financial information (including historical
financial statements; financial, capital, or operating budgets, plans or
projections; historical or projected sales, royalties and license fees, and the
amounts of compensation paid to employees and contractors); trade secrets,
know-how, technical processes, or research projects; and notes, analysis,
compilations, studies, summaries, and other material prepared by or for the
Company containing or based, in whole or in part, on any information included in
the foregoing, except information that is generally known in the industry (other
than as a result of a disclosure by the Officer).


    
      
         


      

      
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    4.4           Proprietary
Items.   Upon termination or expiration of the Officer’s
employment by the Company for any reason or by either party, or upon the request
of the Company during such tenure, the Officer will immediately return to the
Company all Proprietary Items in the Officer’s possession or subject to the
Officer’s control, and the Officer shall not retain any copies, abstracts,
sketches, or other physical embodiment of any Proprietary Items.  For
purposes of this Agreement, “Proprietary
Items” means all
documents and tangible items (including all customer lists, memoranda, books,
papers, records, notebooks, plans, models, components, devices, or computer
software or code, whether embodied in a disk or in any other form) provided to
the Officer by the Company, created by the Officer, or otherwise coming into the
Officer’s possession for use in connection with is engagement with the Company
or otherwise containing Proprietary Information (whether provided or created
during the term of this agreement or prior thereto).

    


    4.5           Ownership
Rights.  The Officer recognizes that, as between the Company
and the Officer, all of the Proprietary Information and all of the Proprietary
Items, whether or not developed by the Officer, are the exclusive property of
the Company.  The Officer agrees that all intellectual property of
every kind, including without limitation copyright, patent, trademarks, trade
secrets, and similar rights, created or developed or realized in connection with
the Officer’s performance of any duties or functions as an Officer of the
Company (collectively, the “Intellectual Property”) shall
be the exclusive property of the Company and shall constitute Proprietary
Information.  The Officer hereby assigns unto the Company all rights,
title, and interest that the Officer may have to such Intellectual Property and
each and every derivative work thereof, and agrees to execute, acknowledge, and
deliver to the Company as assignment to the Company of any right, title, or
interest of the Officer in any and all such Intellectual Property, in such form
as may be reasonably requested by the Company.

    


    4.6           Disputes of
Controversies.  The Officer recognizes that, should a dispute or
controversy arising from or relating to this portion of the Agreement (Section
4) be submitted for adjudication to any court, arbitration panel, or other third
party, the preservation of the secrecy of Proprietary Information may be
jeopardized.  The Officer agrees that he will use best efforts to
ensure that all pleadings, documents, testimony, and records relating to any
such adjudication will be maintained in secrecy.


    
      
         


      

      
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    5.           NON-INTERFERENCE; COMPLIANCE
WITH LAW; COOPERATION

    


    5.1           Non-Interference.    During
the Officer’s employment with the Company and for a period of five (5) years
following termination or expiration of such tenure, the Officer covenants and
agrees that the Officer shall not, directly or indirectly, for the benefit of
the Officer or another (a) persuade or attempt to persuade any employee,
independent contractor, consultant, agent, supplier, licensor, or distributor of
the Company or of any affiliate of the Company to discontinue such person’s
relationship with the Company or the affiliate; (b) hire away or solicit to hire
away from the Company or from any of its affiliates any employee; (c) otherwise
engage or seek to engage any employee or independent contractor of the Company
or of any of its affiliates in a business relationship that would or might
conflict with such employee’s or independent contractor’s obligations to the
Company or affiliate; (d) interfere with the Company’s or any of its affiliates’
relationship with any governmental or business entity, including payor,
supplier, licensor, lender, or contractor of the Company or the affiliate; or
(e) disparage the Company or any of its affiliates or any of the shareholders,
directors, officers, employees, or agents of any of them.

    


    5.2           Cooperation.  
During the Officer’s Employment with the Company and for a period of five (5)
years following the termination or expiration of such tenure, the Officer agrees
to cooperate with the Company and its affiliates in connection with any
litigation or investigation involving the Company or any of its affiliates or
any of the shareholders, directors, officers, employees, or agents of any of
them and shall furnish such information and assistance as may be lawfully
requested by the Company.

    


    6.           NON-COMPETITION

    


    During the Officer’s employment by the
Company and for a period of two (2) years following the termination or
expiration of such tenure, the officer covenants and agrees to refrain from
carrying on or engaging in a business similar to that of the Company, and from
soliciting customers of the Company, within the North America, so long as the
Company carries on a like business therein.  It is further stipulated
that as forbearance for this contract term, Company has provided Officer with
separate and distinct consideration consisting of 25,000 shares of common
stock.  Such shares are included in the Common Shares described in
Paragraph 2.5 and shall be subject to the restrictions set forth
therein.

    


    Each word
of the foregoing provision is severable.

    


    7.           GENERAL
PROVISIONS

    


    7.1           Indemnification.   The
Company hereby agrees to indemnify and hold harmless the Officer from and
against any and all losses, claims, damages, expenses and/or liabilities which
may incur arising out of the normal course of business in carrying out the
duties and responsibilities associated with the position of Chief Scientific
Officer arising from the Officer’s reliance upon and approved use of
information, reports and data furnished by and representations made by the
Company, with respect to itself, where the Officer in turn distributes and
conveys such information, reports and data to the public in the normal course of
representing the Company.  Such indemnification shall include, but not
be limited to, expenses (including all attorneys’ fees), judgments, and amounts
paid in settlement actually and reasonably incurred by Officer in connection
with an action, suit or proceeding brought against the Company or
Officer.


    
      
         


      

      
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    7.2           Injunctive
Relief.      The Officer acknowledges that
the injury that would be suffered by the Company as a result of a breach of the
provisions of this Agreement would be largely irreparable and that an award of
monetary damages to the Company for such a breach would be an inadequate
remedy.  The Company will have the right, in addition to any other
rights it may have (including the right to damages that the Company may suffer),
to obtain injunctive relief to restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this Agreement, and the
Company will not be obligated to post bond or other security in seeking such
relief.  The Officer agrees to request neither bond nor security in
connection with any such injunction.  The Officer agrees that if he
breaches this Agreement, the Officer shall be liable for any attorney’s fees and
costs incurred by the Company in enforcing its rights under this
Agreement.

    


    7.3           Essential, Independent, and
Surviving Covenants.

    


    (a)           The
parties agree that the covenants by the Officer in Sections 4, 5, and 6 are
essential elements of this Agreement, and without the Officer’s agreement to
comply with such covenants, the Company would not have entered into this
Agreement.

    


    (b)           The
Officer’s covenants in Sections 4, 5, and 6 are independent covenants and the
existence of any claim by the officer against the Company under this Agreement
or otherwise will not excuse the Officer’s breach of any covenant in Section 4,
5, or 6.

    


    (c)           After
the Officer’s employment by the Company is terminated, this Agreement will
continue in full force and effect as is necessary or appropriate to enforce the
covenants and agreements of the Officer in Sections 4, 5, and 6.

    


    7.4           Binding Effect; Benefits;
Assignment.    This Agreement shall inure to the
benefit of, and shall be binding upon, the parties hereto and their respective
successors, assigns, heirs, and legal representatives.  Insofar as the
Officer is concerned, this contract, being personal, cannot be assigned other
than by will or the laws of descent and distribution.

    


    7.5           Notices.  All
notices and other communications which are required or permitted hereunder shall
be in writing and shall be sufficient if mailed by certified mail, postage
prepaid, and shall be effective three days after such mailing or upon delivery,
whichever is earlier, to the following addresses or such other address as the
appropriate party may advise each other party hereto:

    


    If to the Officer:

    


    Ira L. Goldknopf,
Ph.D.


    
      
         


      

      
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    42 Bushwood Court

    The Woodlands, TX 77380

    


    If to the Company:

    Power 3 Medical Products,
Inc.

    3400 Research Forest
Drive

    The Woodlands,
TX  77381

    


    Copy to:

    


    Billings and Solomon,
PLLC

    
      	
               
      

            	
              2777
      Allen Parkway, Suite 460

            


    

    Houston, TX 77019

    ATTN:  Richard P.
Martini

    


    7.6           Entire
Agreement.     This Agreement contains the
entire agreement between the parties hereto and supersedes all prior agreements
and understandings, oral or written, between the parties hereto with respect to
the subject matter hereof including, without limitation, the Original
Agreement.

    


    7.7           No Third-Party
Beneficiaries.   This Agreement shall not confer any rights or
remedies upon any person other than the Company, the Officer, and their
respective successors and permitted assigns, other than as expressly set forth
in this Agreement.

    


    7.8           Amendments and
Waivers.      Except as set forth in
Paragraph 2.1(b) above, this Agreement may not be modified or amended except by
an instrument or instruments in writing signed by the party against whom
enforcement of any such modification or amendment sought.  Either
party hereto may, by an instrument in writing, waive compliance by the other
party with any term or provision of this Agreement on the part of such other
party hereto to be performed or complied with.  The waiver by any
party hereto of a breach of any term or provision of this Agreement shall not be
construed as a waiver of any subsequent breach.  No delay or failure
by either party in exercising any right under this Agreement, and no partial or
single exercise of that right, shall constitute a waiver of that or any other
right.

    


    7.9           Headings.  The
paragraph headings contained in this Agreement are for reference purposes only
and shall not be deemed to be a part of this Agreement or to control or affect
the meaning or construction of any provision of this Agreement.

    


    7.10         Construction.   
The language used in this Agreement will be deemed to be the language chosen by
the Company and the Officer to express their mutual intent, and no rule of
strict construction shall be applied against either party.

    


    7.11         Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
instrument.


    
      
         


      

      
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    7.12        Severability.     If
any term or provision of this Agreement is held or deemed to be invalid or
unenforceable, in whole or in part, by a court of competent jurisdiction, this
Agreement shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement.

    


    7.13        Expenses and Attorney’s
Fees.   In the event that a dispute arises under this Agreement
that results in litigation or arbitration, the prevailing party, as determined
by the decision of a court or forum of competent and final jurisdiction, shall
be entitled to court costs and reasonable attorney’s fees.  A court or
forum of “final” jurisdiction shall mean a court of forum from which no appeal
may be taken or from whose decree, decision, judgment, or order no appeal is
taken or prosecuted.

    


    7.14        Governing
Law.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without regard to the conflict
of laws principles thereof.

    


    7.15        Agreement
Preparation.  The Officer acknowledges that this Agreement has been
prepared by counsel for the Company, and the Officer has not relied on any
representation made by the Company’s attorneys.  The Officer has
engaged an attorney of his choice to review this agreement on his
behalf.  By signing this employment agreement, officer is hereby
certifying that officer (a) received a copy of this agreement for review and
study before executing it; (b) read this agreement carefully before signing it;
(c) had sufficient opportunity before signing the agreement to ask any questions
officer had about the agreement and received satisfactory answers to all such
questions; and (d) understands officer’s rights and obligations under the
agreement.


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties
hereto have duly executed this Employment Agreement as of the date first written
above but to be effective as of the Effective Date.

    


    
      
        
          
            
              
                	 
      	
                        OFFICER:

                      
	 
      	 
      
	 
      	
                        /s/ Ira L. Goldknopf_

                      
	 
      	
                        Ira
      L. Goldknopf, Ph.D.

                      
	 
      	 
      
	 
      	
                        COMPANY:

                      
	 
      	 
      
	 
      	
                        Power
      3 Medical Products, Inc.

                      
	 
      	 
      
	 
      	
                        By:

                      	
                        /s/ Helen R. Park

                      
	 
      	 	
                           
      Helen R. Park

                      
	 
      	 	
                           
      Interim Chief Executive
Officer

                      


              

            

          

        

      

    


    
      
         


      

      
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