Exhibit 10.4


 


STOCK PLEDGE AGREEMENT


 


STOCK
PLEDGE AGREEMENT (“Agreement”) entered into as of the 28th
day of October 2005 by and among Triity Financing investments Corporation
(the “Secured Party”), and those persons identified on the signature page hereof
(each a “Pledgor”).


 


RECITALS


 


A.                                   Pledgors
have financial and other interests in Power 3 Medical Products, Inc., a
New York corporation (the “Company”), and have agreed to pledge certain shares
of the Company as security for: (i) the payment and performance by the
Company of its obligations under its Promissory note of even date herewith in
an aggregate face amount of $150,000 and 00/100 Dollars ($150,000.00) payable
to the Secured Party (the “Note”)and (ii) the performance by
Pledgor of its  Guaranty delivered to
Secured Party of even date herewith.  
Capitalized terms in this Agreement which are not identified herein will
have the meanings given such terms in the Note. 


 


B.                                     The
Secured Party is willing to accept the Note from the Company only upon receiving
Pledgors’ Guaranty and the pledge of certain stock as set forth in this
Agreement.


 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and
conditions contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.                                       Grant
of Security Interest.  As security
for the prompt and complete payment and performance (whether at the stated
maturity, by acceleration or otherwise) of all of the Company’s obligations
under the Note (the “Secured obligations”), Pledgors hereby pledge to the
Secured Party as collateral security the securities initially  set forth on the attached Schedule 1 of
this Agreement (the “Pledged Shares”). 
Unless otherwise set forth on Schedule 1 of this Agreement, each
Pledgor is the beneficial and record owner of the Pledged Shares set forth
opposite such Pledgor’s name on such Schedule. 
Such Pledged Shares, together with any additions, replacements,
accessions substitutes therefor, or proceeds thereof, are hereinafter referred
to collectively as the “Collateral.” 


 


2.                                       Perfection
of Security Interests.  (a) 
Upon execution of this Agreement by each Pledgor, such Pledgor shall deliver
the Pledge Shares, together with Stock Powers (with Medallion Guarantees
annexed).


 


(b)                                 The
Company and each Pledgor will, at its expense, cause to be searched the public
records with respect to the Collateral and will execute, deliver, file and
record (in such manner and form as each Secured Party may require), or permit
each Secured Party to file and record, as its attorney in fact, any financing
statements, any carbon, photographic or other reproduction of a financing
statement or this Agreement (which shall be sufficient as a financing statement
hereunder), any specific assignments or other paper that may be reasonably
necessary or desirable, or that such Secured 
Party may request, in order to create, preserve, perfect or validate any
Security Interest or to enable such Secured Party to exercise and enforce its
rights hereunder with respect to any of the Collateral.  The Company and each of the Pledgors hereby
appoints each Secured Party as the Company’s or such Pledgor’s
attorney-in-fact  to execute in the name
and behalf of the Company or such Pledgor, as the case may be, such additional
financing statements as such Secured Party may request.


 


3.                                       Assignment.  In connection with the transfer of the Note
in accordance with its terms, a Secured Party may assign or transfer the whole
or any part of its security interest granted hereunder, and may transfer as
collateral security the whole or any part of Secured Party’s security interest
in the Collateral.  Any transferee of the
Collateral shall be vested with all of the rights and powers of Secured Party
hereunder with respect to the Collateral. 



 


4.                                       Pledgors’
Warranty.  (A) Title.  Each Pledgor represents and warrants hereby
to the Secured Party as follows with respect to the Pledged Shares set forth
opposite such Pledgor’s name on Schedule 2 to this Agreement: 


 


(i)                                     that
the Collateral is free and clear of any encumbrances of every nature
whatsoever, and such Pledgor is the sole owner of the Pledged Shares; 


 





















 


(ii)                                  Such
Pledgor agrees not to grant or create, any security interest, claim, lien,
pledge or other encumbrance with respect to such Collateral or attempt to sell,
transfer or otherwise dispose of the Collateral, until the Secured Obligations
have been paid in full or this Agreement terminates; and


 


(iii)                               this
Agreement constitutes a legal, valid and binding obligation of such Pledgor
enforceable in accordance with its terms (except as the enforcement thereof may
be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium, and similar laws, now or hereafter in effect),


 


B.                                     Other:               (i) Pledgor
has made necessary inquiries of the Company and believes that the Company fully
intends to fulfill and has the capability of fulfilling the Secured Obligations
to be performed by the Company in accordance with the terms of the Notes. 


 


(ii)                                  The
Pledgors are not (and none of them is) acting, and have not (and none of them
has) agreed to act, in any plan to sell or dispose of any Shares in a manner
intended to circumvent the registration requirements of the Securities Act of
1933, as amended, or any applicable state law.


 


(iii)                               Pledgor
has been advised by counsel of the elements of a bona-fide pledge for purposes
of Rule 144(d)(3)(iv) under the Securities Act of 1933, as amended,
including the relevant SEC interpretations and affirm the pledge of shares by
each of the undersigned pursuant to this Pledge Agreement will constitute a
bona-fide pledge of such shares for purposes of such Rule.


 


(iv)                              Pledgors
hereby unconditionally personally guarantees to the Secured Party the timely
and full fulfillment of the Secured Obligations of the Company.


 


6.                                       Collection
of Dividends and Interest.  During
the term of this Agreement for so long as any amounts remain outstanding under
the Note, all dividends, distributions, interest payments, and other amounts
that may be, or may become, due on any of the Collateral, shall be paid to the
Secured Party as a payment or prepayment, as the case may be, of amounts due
under the Note.  


 


7.                                       Voting
Rights.  During the term of this
Agreement and until such time as this Agreement has terminated or Secured Party
has exercised its rights under this Agreement to foreclose its security
interest in the Collateral, Pledgors shall have the right to exercise any
voting rights evidenced by, or relating to, the Collateral.


 


8.                                       Warrants
and Options.  In the event that,
during the term of this Agreement, subscription, spin-off, warrants, dividends,
or any other rights or option shall be issued in connection with  the Collateral, such warrants, dividends,
rights and options shall be immediately delivered to Secured Party to be held
under the terms hereof in the same manner as the Collateral.


 


9.                                       Preservation
of the Value of the Collateral. 
Pledgors shall pay all taxes, charges, and assessments against the
Collateral and do all acts necessary to preserve and maintain the value
thereof. 


 


10.                                 Secured
Party as Pledgor’s Attorney-in-Fact.


 


(a)                                  Pledgor
hereby irrevocably appoints Secured Party as Pledgor’s attorney-in-fact, with
full authority in the place and stead of Pledgor and in the name of Pledgor,
Secured Party or otherwise, from time to time at Secured Party’s discretion, to
take any action and to execute any instrument that Secured Party may reasonably
deem necessary or advisable to accomplish the purposes of this Agreement,
including: (i) upon the occurrence and during the continuance of an Event
of Default, to receive, indorse, and collect all instruments made payable to
Pledgor representing any dividend, interest payment or other distribution in
respect of the Collateral or any part thereof to the extent permitted hereunder
and to give full discharge for the same and to execute and file governmental
notifications and reporting forms; (ii) to arrange for the transfer of the
Collateral on the books of any of the Company or any other Person to the name
of Secured Party or to the name of Secured Party’s nominee.


 


(b)                                 In
addition to the designation of Secured Party as Pledgor’s attorney-in-fact in
subsection (a), Pledgor hereby irrevocably appoints Secured Party as Pledgor’s
agent and attorney-in-fact to make, execute and deliver any and all documents
and writings which may be necessary or appropriate for approval of, or be
required by, any regulatory authority located in any city, county, state or
country where Pledgor or any of the Company engage in business, in order to
transfer or to more effectively transfer any of the Pledged Interests or
otherwise enforce Secured Party’s rights hereunder.


 





















 


11.                                 Remedies
upon Default.


 


Upon
the occurrence and during the continuance of an Event of Default under the Note
and/or the Guaranty “Event of Default”):


 


(a)                                  Secured
Party may exercise in respect of the Collateral, in addition to other rights
and remedies provided for herein or otherwise available to it, all the rights
and remedies of a secured party on default under the Uniform Commercial Code
(the “Code”, irrespective of whether the Code applies to the affected items of
Collateral), and Secured Party may also without notice (except as specified
below) sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any exchange, broker’s board or at any of Secured Party’s
offices or elsewhere, for cash, on credit or for future delivery, at such time
or times and at such price or prices and upon such other terms as Secured Party
may deem commercially reasonable, irrespective of the impact of any such sales
on the market price of the Collateral. To the maximum extent permitted by
applicable law, Secured Party may be the purchaser of any or all of the
Collateral at any such sale and shall be entitled, for the purpose of bidding
and making settlement or payment of the purchase price for all or any portion
of the Collateral sold at any such public sale, to use and apply all or any
part of the Secured Obligations as a credit on account of the purchase price of
any Collateral payable at such sale. Each purchaser at any such sale shall hold
the property sold absolutely free from any claim or right on the part of
Pledgor, and Pledgor hereby waives (to the extent permitted by law) all rights
of redemption, stay, or appraisal that it now has or may at any time in the
future have under any rule of law or statute now existing or hereafter
enacted. Pledgor agrees that, to the extent notice of sale shall be required by
law, at least ten (10) calendar days notice to Pledgor of the time and
place of any public sale or the time after which a private sale is to be made
shall constitute reasonable notification. Secured Party shall not be obligated
to make any sale of Collateral regardless of notice of sale having been given.
Secured Party may adjourn any public or private sale from tme to time by
announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned. To
the maximum extent permitted by law, Pledgor hereby waives any claims against
Secured Party arising because the price at which any Collateral may have been
sold at such a private sale was less than the price that might have been
obtained at a public sale, even if Secured Party accepts the first offer
received and does not offer such Collateral to more than one offeree.


 


(b)                                 Pledgor
hereby agrees that any sale or other disposition of the Collateral conducted in
conformity with reasonable commercial practices of banks, insurance companies,
or other financial institutions in the city and state where Secured Party is
located in disposing of property similar to the Collateral shall be deemed to
be commercially reasonable.


 


(c)                                  Pledgor
hereby acknowledges that the sale by Secured Party of any Collateral pursuant
to the terms hereof in compliance with the Securities Act of 1933 as now in
effect or as hereafter amended, or any similar statute hereafter adopted with
similar purpose or effect (the “Securities Act”), as well as applicable “Blue
Sky” or other state securities laws, may require strict limitations as to the
manner in which Secured Party or any subsequent transferee of the Collateral
may dispose thereof. Pledgor acknowledges and agrees that in order to protect
Secured Party’s interest it may be necessary to sell the Collateral at a price
less than the maximum price attainable if a sale were delayed or were made in
another manner, such as a public offering under the Securities Act. Pledgor has
no objection to sale in such a manner and agrees that Secured Party shall have
no obligation to obtain the maximum possible price for the Collateral. Without
limiting the generality of the foregoing, Pledgor agrees that, upon the
occurrence and during the continuation of an Event of Default, Secured Party
may, subject to applicable law, from time to time attempt to sell all or any
part of the Collateral by a private placement, restricting the bidders and
prospective purchasers to those who will represent and agree that they are
purchasing for investment only and not for distribution. In so doing, Secured
Party may solicit offers to buy the Collateral or any part thereof for cash,
from a limited number of investors reasonably believed by Secured Party to be
institutional investors or other accredited investors who might be interested
in purchasing the Collateral. If Secured Party shall solicit such offers, then
the acceptance by Secured Party of one of the offers shall be deemed to be a
commercially reasonable method of disposition of the Collateral.


 


(d)                                 If
Secured Party shall determine to exercise its right to sell all or any portion
of the Collateral pursuant to this Section, Pledgor agrees that, upon request
of Secured Party, Pledgor will, at its own expense:


 


(i)                                     execute
and deliver, or cause the officers and directors of the Company to execute and
deliver, to any person, entity or governmental authority as Secured Party may
choose, any and all documents and writings which, in Secured Party’s reasonable
judgment, may be necessary or appropriate for approval, or be required by, any
regulatory authority located in any city, county, state or country where
Pledgor or the Company engage in business, in order to transfer or to more
effectively transfer the Pledged Interests or otherwise enforce


 





















 


Secured Party’s rights
hereunder; and


 


(ii)                                  do
or cause to be done all such other acts and things as may be necessary to make
such sale of the Collateral or any part thereof valid and binding and in
compliance with applicable law; and


 


(iii)                               cause
the Company  to timely file all periodic
reports required to be filed by the Company 
under the Securities Exchange Act of 1934.


 


12.                                 (a)Term
of Agreement.  This Agreement shall
continue in full force and effect until the indefeasible payment in full of the
Note.  Upon the indefeasible payment in
full of the Note is paid in full, the security interests in the relevant
Collateral shall be deemed released, and any portion of the Collateral not
transferred to or sold by any one or more Secured Parties shall be returned to
the Pledgor (and for such purpose, delivery to Darrin Ocasio, Esq., of
Sichenzia Ross Friedman Ference LLP of New York, NY shall deemed to comply with
such return requirement).  Upon
termination of this Pledge Agreement, the relevant Collateral shall be returned
within five (5) Trading Days to Debtor or to the Pledgor, as contemplated
above.


 


(b) Application
of Proceeds.  Upon the occurrence and
during the continuance of an Event of Default, any cash held by Secured Party
as Collateral and all cash Proceeds received by Secured Party in respect of any
sale of, collection from, or other realization upon all or any part of the
Collateral pursuant to the exercise by Secured Party of its remedies as a
secured creditor as provided in Section 9 shall be applied from time to
time by the Secured Part as provided in the Note.


 


13.                                 Duties
of Secured Party.


 


The
powers conferred on Secured Party hereunder are solely to protect its interests
in the Collateral and shall not impose on it any duty to exercise such powers.
Except as provided in Section 9-207 of the Code, Secured Party shall have
no duty with respect to the Collateral or any responsibility for taking any
necessary steps to preserve rights against any Persons with respect to any
Collateral.


 


14.                                 Amendments;
etc.


 


No
amendment or waiver of any provision of this Agreement nor consent to any
departure by Pledgor herefrom shall in any event be effective unless the same
shall be in writing and signed by Secured Party, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. No failure on the part of Secured Party to exercise,
and no delay in exercising any right under this Agreement, any other Credit
Document, or otherwise with respect to any of the Secured Obligations, shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right under this Agreement, any other Credit Document, or otherwise with
respect to any of the Secured Obligations preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided for
in this Agreement or otherwise with respect to any of the Secured Obligations
are cumulative and not exclusive of any remedies provided by law.


 


15.                                 Notices.


 


Unless
otherwise specifically provided herein, all notices shall be in writing
addressed to the respective party as set forth below: and may be personally
served, faxed, telecopied or sent by overnight courier service or United States
mail:


 


	
  If
  to Pledgors:

  
	
   

  
	
  Steven
  B. Rash

  
	
  Ira
  Goldknopf

  
	
  c/o
  Power3 Medical Products, Inc.

  
	
  3400
  Research Forest Drive

  
	
  The
  Woodlands, Texas 77381

  
	
  Fax
  No.: 281-466-1481

  



 





















 


	
  with
  a copy to:

  
	
   

  
	
  Sichenzia
  Ross Friedman Ference LLP

  
	
  1065
  Avenue of the Americas

  
	
  New
  York, NY 10018

  
	
  Fax No.: 212-930-9725

  
	
  Attn:                    Darrin M. Ocasio, Esq.

  
	
   

  
	
  If
  to Secured Party:

  
	
   

  
	
  Trinity
  Financing Investments Corporation

  
	
  420
  East 55th Street

  
	
  New
  York, New York 10022

  
	
  Fax
  No.: 212 755 9309

  
	
  Attn:
  Trinity Bul

  
	
   

  
	
  with
  a copy to:

  
	
   

  
	
  Eaton &
  Van Winkle

  
	
  3
  Park Avenue

  
	
  New
  York, New York 10016

  
	
  Fax.
  No. 212 779 9928

  
	
  Attn:
  Vincent J. McGill, Esq.

  



 


Any
notice given pursuant to this section shall be deemed to have been given: (a) if
delivered in person, when delivered; (b) if delivered by fax, on the date
of transmission if transmitted on a Business Day before 4:00 p.m. at the
place of receipt or, if not, on the next succeeding Business Day; (c) if
delivered by overnight courier, two (2) days after delivery to such
courier properly addressed; or (d) if by United States mail, four (4) Business
Days after depositing in the United States mail, with postage prepaid and
properly addressed. Any party hereto may change the address or fax number at
which it is to receive notices hereunder by notice to the other party in
writing in the foregoing manner.


 


16.                                 Continuing
Security Interest.


 


This
Agreement shall create a continuing security interest in the Collateral and
shall: (a) remain in full force and effect until the indefeasible payment
in full of the Secured Obligations; (b) be binding upon Pledgor and its
successors and assigns; and (c) inure to the benefit of Secured Party and
its successors, transferees, and assigns. Upon the indefeasible payment in full
of the Secured Obligations; the security interests granted herein shall
automatically terminate and all rights to the Collateral shall revert to
Pledgor. Upon any such termination, Secured Party will, at Pledgor’s expense,
execute and deliver to Pledgor such documents as Pledgor shall reasonably
request to evidence such termination. Such documents shall be prepared by
Pledgor and shall be in form and substance reasonably satisfactory to Secured
Party.


 


17.                                 Security
Interest Absolute.


 


To the
maximum extent permitted by law, all rights of Secured Party, all security
interests hereunder, and all obligations of Pledgor hereunder, shall be
absolute and unconditional irrespective of:


 


(a)                                  any
lack of validity or enforceability of any of the Secured Obligations or any
other agreement or instrument relating thereto;


 


(b)                                 any
change in the time, manner, or place of payment of, or in any other term of,
all or any of the Secured Obligations, or any other amendment or waiver of or
any consent to any departure from any of the terms of the Note, or any other
agreement or instrument relating thereto;


 


(c)                                  any
exchange, release, or non-perfection of any other collateral, or any release or
amendment or waiver of or consent to departure from any guaranty for all or any
of the Secured Obligations; or


 


(d)                                 any
other circumstances that might otherwise constitute a defense available to, or
a discharge of, Pledgor.


 





















 


18.                                 Headings.


 


Section and
subsection headings in this Agreement are included herein for convenience
of reference only and shall not constitute a part of this Agreement or be given
any substantive effect.


 


19.                                 Severability.


 


In
case any provision in or obligation under this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.


 


20.                                 Counterparts;
Telefacsimile Execution.


 


This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
Agreement. Delivery of an executed counterpart of this Agreement by
telefacsimile shall be equally as effective as delivery of an original executed
counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, or binding effect
hereof.


 


21.                                 Additional
provisions.


 


(a)                                  THE
VALIDITY OF THIS AGREEMENT, ITS CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT,
AND THE RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO THE CHOICE OF LAW PRINCIPLES THEREOF). THE PARTIES AGREE THAT ALL
ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE TRIED
AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK OR, AT THE SOLE OPTION OF SECURED PARTY, IN ANY OTHER
COURT IN WHICH SECURED PARTY SHALL INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND
WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. THE
PLEDGOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT HE MAY HAVE
TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR SIMILAR DOCTRINE OR TO OBJECT
TO VENUE WITH RESPECT TO ANY PROCEEDING BROUGHT IN ACCORDANCE WITH THIS SECTION AND
STIPULATES THAT THE STATE AND FEDERAL COURTS LOCATED IN THE CITY AND COUNTY OF
NEW YORK SHALL HAVE IN PERSONAM JURISDICTION AND VENUE OVER HIM FOR THE PURPOSE
OF LITIGATING ANY DISPUTE, CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED
TO THIS AGREEMENT.


 


(b)                                 PLEDGOR
HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT, OR OTHER PROCESS
ISSUED IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT
AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, OR OTHER PROCESS MAY BE
MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO PLEDGOR  AT HIS ADDRESS PROVIDED HEREIN.


 


(c)                                  NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO AFFECT THE RIGHT OF SECURED
PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW, OR TO
PRECLUDE THE ENFORCEMENT BY SECURED PARTY OF ANY JUDGMENT OR ORDER OBTAINED IN
SUCH FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN
ANY OTHER APPROPRIATE FORUM OR JURISDICTION.


 


(d)                                 PLEDGOR
SHALL REIMBURSE SECURED PARTY FOR ALL REASONABLE COSTS AND EXPENSES, INCLUDING
WITHOUT LIMITATION REASONABLE ATTORNEYS’ FEES AND COSTS, INCURRED IN CONNECTION
WITH (I) DRAFTING, NEGOTIATING, EXECUTING AND DELIVERING ANY AMENDMENT,
MODIFICATION OR WAIVER OF, OR CONSENT WITH RESPECT TO, ANY MATTER ELATING TO
THE RIGHTS OF SECURED PARTY HEREUNDER AND (II) ENFORCING ANY PROVISIONS OF THIS
AGREEMENT AND/OR REALIZING UPON ANY COLLATERAL.


 





















 


The rights and remedies
herein reserved to any party shall be cumulative and in addition to any other
or further rights and remedies available at law or in equity. Any waiver by the
Pledgor or the Secured Party of a breach of any provision of this Agreement
shall not operate as or be construed to be a waiver of any other breach of such
provision or of any breach of any other provision of this Agreement.  The failure of the Secured Party to insist
upon strict adherence to any term of this Agreement on one or more occasions
shall not be considered a waiver or deprive that party of the right thereafter
to insist upon strict adherence to that term or any other term of this
Agreement.  Any waiver must be in
writing.


 


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


 


Successors and Assigns.
All of the terms and provisions of this Agreement shall be binding upon and
inure to the benefits of the parties hereto and their respective successors,
heirs and permitted assigns.


 


IN
WITNESS WHEREOF, Pledgor and Secured Party have caused this Agreement to be
duly executed and delivered by their officers thereunto duly authorized as of
the date first written above.


 


 


	
   

  	
  STEVEN B. RASH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IRA GOLDKNOPF

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRINITY
  FINANCING INVESTMENTS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 





















 


Schedule 1


 


Pledged Interests:
2,000,000 shares of common stock of Power3 Medical Products, Inc.


 


Name of Issuer: Power3
Medical Products, Inc


 


Jurisdiction of
Organization: New York


 


Type of Interest: Share
of common stock 


 


Number of Shares/Units
(if applicable):  1,000,000


 


Certificate Number(s) (if
any) 10345      Percentage of Outstanding
Interests in Issuer: approximately 


 


Additional Collateral
as  Set forth in Section 1.


 


 


Schedule 2


 


Pledgor
Information:


 


For Pledgor That Is a
Registered Organization


 


Jurisdiction of
Organization: 


 


Type of Organization: 


 


Organizational ID Number
(if any): 


 


For Pledgor That Is An
Individual:    Steven B. Rash


 


Address of Principal
Residence:     See Notice section


 


For Pledgor That
Is Neither a Registered Organization nor an Individual: 


 


Type of Organization: 


 





















 


Schedule 1


 


Pledged Interests:
2,000,000 shares of common stock of Power3 Medical Products, Inc.


 


Name of Issuer: Power3
Medical Products, Inc


 


Jurisdiction of
Organization: New York


 


Type of Interest: Share
of common stock 


 


Number of Shares/Units
(if applicable):  1,000,000


 


Certificate Number(s) (if
any) 15008      Percentage of Outstanding
Interests in Issuer: approximately 


 


Additional Collateral
as  Set forth in Section 1.


 


 


Schedule 2


 


Pledgor
Information:


 


For Pledgor That Is a
Registered Organization


Jurisdiction of
Organization: 


 


Type of Organization: 


 


Organizational ID Number
(if any): 


 


For Pledgor That Is An
Individual:    Ira Goldknopf 


 


Address of Principal
Residence:     See Notice section


 


For Pledgor That
Is Neither a Registered Organization nor an Individual: 


 


Type of Organization: