12701
      Commonwealth Drive, Suite 9

    Fort
      Myers, Florida 33913

    


    
      
        	 	 	
                April
                  2, 2007

              	 


      

    

     

    Confidential

     

    Power3
      Medical Products, Inc.

    Attn:
      Steven B. Rash, President and CEO

    3400
      Research Forest Drive, Suite B2-3

    The
      Woodlands, Texas 77381

    


    
      	
            	Re:	
              Formation
                of Joint Venture & Issuance of Convertible Debenture and Related
                Securities

            


    

     

    Dear
      Steve:

     

    The
      purpose of this agreement (the “Agreement”)
      is to
      memorialize the transaction pursuant to which NeoGenomics, Inc., a Nevada
      Corporation (together with its subsidiaries, the “Purchaser”)
      will
      (i) purchase a convertible debenture issued by Power3 Medical Products, Inc.,
      a
      New York corporation (the “Company”),
      (ii)
      form a joint venture contract research organization with the Company, and (iii)
      obtain the right to acquire up to 60% of the common stock (the “Common
      Stock”)
      of the
      Company (on a fully diluted basis).

     

    The
      following are the points agreed to by the Company and the
      Purchaser:

     

    1.
      Issuance
      of the Convertible Debenture.
      The
      Company hereby agrees to issue and the Purchaser hereby agrees to purchase
      a
      convertible debenture (the “Debenture”)
      in the
      principal amount of Two Hundred Thousand Dollars ($200,000) (the “Principal
      Amount”).
      The
      sale of the Debenture will take place at a closing (the “Closing”)
      on or
      before fifteen (15) days after the date on which the Company executes this
      Agreement. 

     

    2.
      Terms
      of Debenture Purchase Agreement. The
      Company will make customary representations, warranties and indemnities
      regarding the Company and the related business in a Purchase Agreement to be
      entered into by the Parties prior to Closing (the “Purchase
      Agreement”).
      The
      parties will agree to customary covenants and other matters typically found
      in
      agreements relating to transactions of this type, size and
      complexity.

     

    3. Convertible
      Debenture.
      The
      Debenture will be issued at the Closing and will be convertible into shares
      of
      the Common Stock of the Company in whole or in part at the discretion of the
      Purchaser for a period of two (2) years after the Closing. The initial
      conversion price for any such conversion shall be $0.20 per share; provided,
      however, that the conversion price shall be reset at any time and from time
      to
      time, in accordance with paragraphs 7 and 9 hereof. The Debenture shall accrue
      interest at 6% per annum, payable quarterly, and the principal amount of the
      Debenture shall be due and payable two (2) years after the Closing.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          Power3
            Medical Products, Inc.

          April
            2,
            2007

        

      

    

     

    4. Formation
      of Joint Venture.
      The
      Company and the Purchaser have agreed to form a joint venture (the “Joint
      Venture”)
      for
      the purpose of establishing a contract research organization (“CRO”)
      for
      the benefit of both parties which will commercialize the Company’s intellectual
      property. The ownership percentages for the joint venture will be 60%-80%
      ownership by the Purchaser and 20%-40% ownership by the Company. The parties
      agree that they will use their best efforts to define the business plan, form
      the Joint Venture and identify the initial staffing for the CRO prior to the
      date on which the First Option (as defined in paragraph 6 below) is exercised.
      The parties further agree that they will negotiate a final equity split for
      the
      CRO within the ranges specified above in good faith once the business plan
      for
      the CRO has been established. The Company agrees to license its existing and
      future technology and intellectual property into the CRO pursuant to paragraph
      5
      hereof, and the Purchaser agrees that it will cover the initial start-up
      expenditures of the CRO as defined in the mutually agreed upon business plan.
      The Company agrees that both its current CEO and Director of Proteomics will
      serve as officers of the CRO. The Company agrees that the CRO, among other
      activities, shall have the primary responsibility of commercializing any of
      the
      Company’s intellectual property and technology that are not otherwise
      exclusively licensed to third parties as of the date on which the Joint Venture
      is formed. As part of such commercialization activities, the Purchaser agrees
      that revenues from the following activities shall be run through the CRO;
      provided, however, that it is anticipated that the CRO will subcontract for
      laboratory and other services from the Company:

     

    
      	 	
              -

            	
              inclusion/exclusion
                testing in support of pharmaceutical clinical
                trials;

            


    

     

    
      	 	
              -

            	
              sales
                and marketing of homebrew tests based on the Company’s technology and
                intellectual property, including, but not limited to, sales of homebrew
                tests for use in any health clinics with which the Company is already
                dealing or other entities which have expressed an indication of interest
                for marketing tests based on the Company’s technology (including the
                opportunity in the country of Turkey), regardless of whether such
                homebrew
                tests utilize 2D Gel technology or high throughput reagent-based
                technology;

            


    

     

    
      	 	
              -

            	
              sales
                and marketing of the Company’s database of tissue samples and their
                respective disease profiles; and

            


    

     

    
      	 	
              -

            	
              such
                other activities as may be mutually agreed
                upon.

            


    

    


    5. Technology
      and Intellectual Property License. The
      Company agrees that it will grant a non-exclusive license for selected
      applications to the CRO to use all of its existing and future technology,
      intellectual property, trade secrets, study data and any other confidential
      information (collectively, the “Intellectual
      Property”)
      to
      develop and market commercial products which are based on such Intellectual
      Property. The parties agree that they will negotiate in good faith which
      commercial applications will be included in the license as part of the process
      to define the CRO business plan, but that such license is expected to cover
      commercial applications that are not related to developing or marketing
      FDA-approved products and services unless such FDA-approved products and
      services utilize further intellectual property developed by the CRO. The Company
      acknowledges that the Purchaser intends to cause the Joint Venture, among other
      activities, to develop antibodies for some or all of the Company’s protein
      biomarkers for the purpose of developing reagents for high throughput diagnostic
      tests. The Company further acknowledges and agrees that to the extent the Joint
      Venture is successful in developing any one or more antibodies for the Company’s
      protein biomarkers or any other intellectual property or trade secrets, then
      any
      patents or other intellectual property arising from any such development
      activity will be owned by the Joint Venture. The Company agrees that it will
      inform the CRO and the Purchaser in a timely manner of any new Intellectual
      Property which it develops as part of said license and the Purchaser agrees
      that
      it will inform the CRO of any new developments that it makes with respect to
      products or services which could be marketed by the CRO. The parties also agree
      that, at all times, they will not withhold, or keep secret, from each other
      any
      information which may be of a material nature relating to technology,
      confidential information, study data or other information related to the
      development or marketing of commercial products based on the Company’s
      Intellectual Property for the CRO.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
          Power3
            Medical Products, Inc.

          April
            2,
            2007

        

      

    

    


    6. First
      Option.
      In
      consideration of the Purchaser’s commitment to purchase the Debenture and form
      the Joint Venture as set forth herein, the Company hereby grants to the
      Purchaser an irrevocable option (the “First
      Option”)
      to
      purchase, in one or a series of transactions, voting convertible preferred
      stock
      (the “First
      Option Preferred Stock”)
      that
      is convertible into such number of shares of Common Stock equal initially to
      a
      maximum of 20% of the Company’s voting Common Stock (after taking into
      consideration all outstanding First Option Preferred Stock on an as-converted
      basis). The purchase price per share, which shall also equal the initial
      conversion price per share, of any First Option Preferred Stock purchased on
      any
      given day shall be equal to the lesser of a) $0.20/share, or b) an equity
      valuation of $20,000,000 divided by the Company’s fully-diluted shares
      outstanding on such date (the “First
      Option Purchase Price”).
      For
      the purposes of this Paragraph, all convertible instruments shall be included
      on
      an as-converted basis in the definition of fully diluted shares outstanding
      (including the pro forma shares required to convert the instruments listed
      in
      this paragraph 6(b)(iii) - 6(b)(v) to the extent they are not already included
      in the fully diluted shares outstanding at the time of any exercise of the
      First
      Option with the understanding that any convertible debentures still outstanding
      pursuant to paragraph 5(b)(iv) at the time of any exercise of the First Option
      will be assumed to be converted at the lower of the then market price of the
      Company or the First Option Purchase Price per share at the time of any exercise
      of the First Option) and all options and warrants shall be included on an
      as-exercised basis in the calculation of fully diluted shares outstanding to
      the
      extent that such options and warrants would be in-the-money at the resulting
      First Option Purchase Price per share. The First Option is irrevocable to the
      fullest extent permitted by law. The First Option will be exercisable, in whole
      or in part, at any time following the Closing, until the later of (such date
      hereinafter referred to as the “First
      Option Expiration Date”):

     

    
      
        (a)
          November
          16, 2007; or

      

    

     

    (b) the
      date
      which is 10 business days after which the following conditions precedent have
      all been satisfied.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

     

    
      	
            	(i)	
              The
                Company has provided satisfactory documentation to NeoGenomics of
                blinded
                studies of disease samples that demonstrate, to the reasonable
                satisfaction of NeoGenomics, statistically significant test results
                which
                show that the Company is achieving 90% specificity and 90% sensitivity
                with respect to identifying Alzheimers disease, Lou Gehrig’s disease
                (ALS), and Parkinsons’ disease using a defined and fixed set of protein
                biomarkers for each such disease.

            


    

     

    
      	
            	(ii)	
              The
                Company has provided satisfactory documentation to NeoGenomics of
                blinded
                studies of breast cancer samples with at least 50 control specimens
                and 50
                diseased specimens that demonstrate, to the reasonable satisfaction
                of
                NeoGenomics, statistically significant test results which show that
                the
                Company is achieving 90% specificity and 90% sensitivity with respect
                to
                identifying breast cancer using a defined and fixed set of protein
                biomarkers. NeoGenomics shall have the right, at its option, to provide
                the breast cancer samples to the Company for inclusion in this study,
                provided that such samples are provided by July 31, 2007.
                

            


    

     

    
      	
            	(iii)	
              The
                Company has caused all of its existing convertible preferred stock
                of any
                kind to be converted to Common Stock, including but not limited to
                the
                Series B Convertible Preferred Stock issued to certain executives
                of the
                Company.

            


    

     

    
      	
            	(iv)	
              The
                Company has used its best efforts to cause all of its existing convertible
                debentures to third parties to be converted to Common Stock.
                

            


    

     

    
      	
            	(v)	
              The
                Company has caused all of the indebtedness owed to any officers,
                directors
                or employees of the Company to be converted into Common Stock, except
                for
                any amounts which are mutually agreed upon between the Purchaser
                and the
                Company.

            


    

     

    The
      First
      Option Purchase Price will be paid in cash or in any combination of cash and
      Purchaser common stock at the option of the Purchaser; provided, however, that
      the Purchaser shall pay the first $1,000,000 in cash in the event that any
      part
      of the First Option is exercised. The parties agree that pursuant to this First
      Option, the Purchaser may purchase on any given day First Option Preferred
      Stock
      that is itself a voting
      security
      and is convertible into Common Stock outstanding, but that the Purchaser will
      also be issued warrants as additional consideration on such day that represents
      the same percentage of the non-voting
      Common
      Stock equivalents outstanding on such date. Thus, in addition to purchasing
      First Option Preferred Stock on any given day, the Purchaser shall also receive
      as additional consideration a warrant to purchase that number of shares of
      Common Stock which is equal to a percentage (the “Warrant
      Issue Percentage”)
      of the
      Company’s total warrants, options and other non-voting equity or equity linked
      securities (all on an as-converted or as-exercised basis) which are outstanding
      on such date (after giving effect to the issuance of the new warrants). The
      Warrant Issue Percentage will be equal to the percentage of the Company’s total
      voting securities outstanding on such date (i.e., the sum of the Common Stock
      and all First Option Preferred Stock outstanding) that is represented by the
      new
      First Option Preferred Stock that was issued on such day. Such warrants will
      have an exercise price equal to the initial conversion price of the First Option
      Preferred Stock being purchased on such day. All warrants issued in conjunction
      with any tranche of First Option Preferred Stock will have a five year term
      from
      the date of issuance. The conversion price of all First Option Preferred Stock
      and the exercise price of any related warrants issued in connection therewith
      may be reset from time-to-time in accordance with the provisions of paragraphs
      7
      and 9 hereof. 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

    


    7. Special
      Adjustments to the Conversion Prices of Outstanding First Option Preferred
      Stock
      and Related Warrants.
      The
      Company and the Purchaser agree that the conversion price for any tranche of
      First Option Preferred Stock which may be outstanding at any time and the
      exercise price of any warrants issued to the Purchaser in connection with any
      such tranche, in addition to being subject to the customary anti-dilution rights
      described in paragraph 9 hereof, will be subject to a weighted average reset
      in
      the following circumstances. If, at any time after any tranche of First Option
      Preferred Stock or any warrants issued in conjunction with such tranche are
      outstanding (each such tranche and its related warrants hereinafter referred
      to
      as a “Re-settable
      Security”),
      the
      Company shall issue or sell additional shares of Common Stock or any other
      security convertible into Common Stock (the “New
      Issue Security”)
      for a
      consideration per common share equivalent (such new issue price hereinafter
      referred to as the “New
      Issuance Price”)
      less
      than the then conversion price or exercise price of any tranche of Re-Settable
      Security, then the conversion price or exercise price for each such applicable
      tranche of Re-Settable Security shall automatically be reduced, concurrently
      with such new issue, to a lower conversion or exercise price, as the case may
      be
      (calculated to the nearest cent), determined by multiplying (i) the difference
      between the conversion or exercise price of the tranche of Re-Settable Security
      in question prior to such reset and the New Issuance Price; by (ii) one minus
      the percentage amount determined by dividing the number of common share
      equivalents issued through the New Issue Security by the total number of common
      share equivalents held by the Purchaser from all tranches of Re-Settable
      Securities (provided that such percentage can never be greater than 100%);
      and
      then adding the resulting product to the New Issuance Price. The foregoing
      adjustment will be made for each tranche of First Option Preferred Stock and
      its
      related warrants which may be outstanding at any time.

     

    8. Second
      Option.
      In
      consideration of the Purchaser’s commitment to purchase the Debenture and form
      the Joint Venture as set forth herein, the Company hereby grants the Purchaser
      an irrevocable option (the “Second
      Option”)
      to
      purchase, in one or a series of transactions, voting convertible preferred
      stock
      (the “Second
      Option Preferred Stock”)
      that
      is convertible into such number of shares of Common Stock as is necessary to
      increase its ownership of the voting Common Stock, on an as-converted basis,
      to
      up to 60% of the Company’s voting Common Stock (after taking into consideration
      all outstanding First Option Preferred Stock and Second Option Preferred Stock
      on an as-converted basis). Such Second Option will only be exercisable following
      exercise of the First Option and will expire 12 months after the First Option
      Expiration Date as specified in paragraph 6 (or upon the First Option Expiration
      Date if no part of the First Option is exercised) (the “Expiration
      Date”)
      and
      may be exercised in whole or in part at any time up to the Expiration Date.
      The
      Second Option is irrevocable to the fullest extent permitted by law. The
      purchase price per share, which shall also equal the initial conversion price
      per share, of any Second Option Preferred Stock purchased on any given day
      will,
      to the extent any part of such Second Option is exercised within six (6) months
      of the First Option Expiration Date, be the lesser of a) $0.40/share or b)
      a
      price per share equal to $40,000,000 divided by the Company’s fully diluted
      shares outstanding on such date. To the extent any part of such Second Option
      is
      exercised after six (6) months, but within twelve (12) months of the First
      Option Expiration Date, then the purchase price of the Second Option Preferred
      Stock purchased on any given day will be the lesser of a) $0.50/share or b)
      a
      price per share equal to $50,000,000 divided by the fully diluted shares
      outstanding on such date. For the purposes of this paragraph, all convertible
      instruments shall be included on an as-converted basis in the definition of
      fully diluted shares outstanding and all options and warrants shall be included
      on an as-exercised basis in the calculation of fully diluted shares outstanding
      to the extent such options and warrants are “in-the-money” at the resulting
      Second Option purchase price per share on the date of such purchase. The
      exercise price of the Second Option may be paid in cash or in any combination
      of
      cash and Purchaser common stock at the option of the Purchaser. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

     

    The
      parties agree that pursuant to this Second Option, the Purchaser may purchase
      on
      any given day Second Option Preferred Stock that is itself a voting
      security
      and is convertible into Common Stock outstanding, but that the Purchaser will
      also be issued warrants as additional consideration on such day that represents
      the same percentage of the non-voting
      Common
      Stock equivalents outstanding on such date. Thus, in addition to purchasing
      Second Option Preferred Stock on any given day, the Purchaser shall also receive
      as additional consideration a warrant to purchase that number of shares of
      Common Stock which is equal to a percentage (the “Warrant
      Issue Percentage”)
      of the
      Company’s total warrants, options and other non-voting equity or equity linked
      securities (all on an as-converted or as-exercised basis) which are outstanding
      on such date (after giving effect to the issuance of the new warrants). The
      Warrant Issue Percentage will be equal to the percentage of the Company’s total
      voting securities outstanding on such date (i.e., the sum of the Common Stock,
      the First Option Preferred Stock, and any Second Option Preferred Stock
      outstanding) that is represented by the new Second Option Preferred Stock that
      was issued on such day. Such warrants will have an exercise price equal to
      the
      initial conversion price of the Second Option Preferred Stock being purchased
      on
      such day. All warrants issued in conjunction with any tranche of Second Option
      Preferred Stock will have a five year term from the date of issuance. The
      conversion price of all Second Option Preferred Stock and the exercise price
      of
      any related warrants issued in connection therewith may be reset from
      time-to-time in accordance with the provisions of 9 hereof. 

    


    9. General
      Anti-Dilution Rights.
      The
      Company and the Purchaser agree that the conversion price for any of the
      Debenture, First Option Preferred Stock or Second Option Preferred Stock which
      may be outstanding at any time and the warrant exercise price of any warrants
      issued to the Purchaser in connection with any of the foregoing will be subject
      to customary anti-dilution rights in the case of stock splits, reorganizations,
      or any other corporate action that changes the number of shares outstanding
      absent a transaction for fair consideration. 

     

    10. Form
      of First Option Preferred Stock and Second Option Preferred Stock.
The
      Company and the Purchaser hereby agree that any convertible preferred stock
      issued pursuant to the First Option or the Second Option shall have the powers,
      designations, preferences and relative, participating, optional and special
      rights as are customary in similar transactions and that shall be deemed
      advisable by the Purchaser, in its sole discretion. The Company and the
      Purchaser hereby further agree that any First Option Preferred Stock and any
      Second Option Preferred Stock shall be entitled to vote on as-converted basis
      with the Company’s Common Stock. The parties also agree that any shares of
      Common Stock issued or issuable pursuant to the Debenture, the First Option
      Preferred Stock, the Second Option Preferred Stock or the warrants received
      in
      connection with the First Option or Second Option shall not be subordinated
      in
      any way, whether with respect to voting rights or otherwise, to any other shares
      of capital stock that may be outstanding or proposed to be outstanding, without
      the written consent of the Purchaser. 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

     

    11. Registration
      Rights. All
      shares of the Company’s Common Stock which are issued to the Purchaser pursuant
      to the conversion of the Debenture, the First Option Preferred Stock or the
      Second Option Preferred Stock and/or any shares of the Company’s Common Stock
      issued in connection with the exercise of any warrants issued to the Purchaser
      will have demand and piggyback registration rights. 

     

    12. Board
      of Directors Rights. The
      Company agrees that as long as the Purchaser owns at least 10% of the voting
      securities outstanding, the Purchaser shall have the right to appoint at least
      one member of the Company’s Board of Directors upon written notice to the
      Company; provided, however, if the Purchaser elects not to appoint a director
      to
      the Board of Directors, it will have observer rights at all Board meetings
      and
      any other Board proceedings (including the right to review proposed transactions
      that require Board approval). The Company also agrees that during anytime in
      which (i) there are not at least two independent directors serving as members
      of
      the Compensation Committee or (ii) there are two (2) or more officers of the
      Company serving on the Compensation Committee, then the Purchaser shall have
      the
      rights to approve all Compensation Committee decisions prior to such decisions
      becoming final.

     

    13. Closings.
      The
      Closing of the Debenture and the exercise of the First Option and Second Option
      will take place at such times and places as may be mutually agreed upon by
      the
      parties. 

     

    14. Right
      of First Refusal.
      At any
      time that any of the Debenture, First Option Preferred Stock or Second Option
      Preferred Stock remain outstanding or exercisable, the Purchaser shall have
      a 15
      day right of first refusal (“Right
      of First Refusal”)
      to (i)
      purchase any shares of Company capital stock (or capital stock equivalents
      or
      any security convertible into capital stock) that the Company proposes to sell
      or otherwise issue for value (on the same terms and conditions) or (ii) provide
      any debt financing the Company seeks to obtain from any third party (on the
      terms and conditions contained in the offer by such third party). 

     

    15. Due
      Diligence.
      The
      Company understands and acknowledges that the Purchaser has not had an
      opportunity to complete its examination of the assets and records of the Company
      and the company will afford access to the Purchaser and its representatives
      to
      the books, records, properties and management of the Company at any mutually
      agreed upon time prior to the exercise of any part of the First Option or the
      Second Option.

     

    16. Representations
      of the Company With Respect to Patents.
      In
      recognition of the fact that the Purchaser has not had the opportunity to
      complete its due diligence evaluation of the Company prior to the time in which
      this Agreement was signed, the Company acknowledges that the Purchaser is
      depending on the following representations and warranties in entering into
      this
      Agreement, which the Company is herewith making as of the date of this
      Agreement:

     

    
      
        
        

      

      
        7

        
          

        

      

      
        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

     

    (a) The
      Company is either the exclusive owner of all of the patents pending attached
      hereto as Confidential Exhibit A, or it has an exclusive license from the owner
      or partial owner of any such patent in which it does not own 100% of the
      economic interests to use such patent for the term of the patent on an
      unrestricted basis and has the rights to further sublicense any and all such
      patents in which it does not own 100% of the economic interests.

     

    (b) For
      those
      patents that are partially owned by any third parties, there are no requirements
      to pay any royalties on any such patents until such time as the Company licenses
      any of the technology covered under such patents to third parties unaffiliated
      with the Company.

     

    (c) To
      the
      best of the Company’s knowledge, there is no information in the hands of any
      employee, shareholder or officer of the Company that would or may impact on
      the
      patentability of any one or more of the Company’s patents pending identified on
      Confidential Exhibit A.

     

    (d) To
      the
      best of the Company’s knowledge, none of the Company’s patents as listed on
      Confidential Exhibit A infringe upon any other third parties’ patents or claims
      under such third parties patents pending.

     

    (e) The
      Company has not been notified by any third party that it or any of its patents
      pending infringe upon any other third parties patents or patents
      pending.

     

    17. Conduct
      of the Company.
      From
      the date hereof until Closing:

     

    (a) The
      Company shall conduct its business only in the normal and ordinary
      course.

     

    (b) Neither
      the Company nor any of its affiliates, subsidiaries, directors, officers,
      employees, representatives or agents, shall directly or indirectly, alone or
      with others, solicit, encourage or initiate any offer or proposal from, or
      engage in any discussions or negotiations with, or provide any information
      to,
      or accept any offer from, any person, entity or group (other than the Purchaser
      and their respective officers, directors, employees, advisors, agents and
      representatives) concerning any inquiries or proposals for (i) the
      acquisition of all or any part of the outstanding capital stock or the assets
      of
      the Company, (ii) any merger, consolidation, joint venture or other
      business venture or transaction involving the Company (other than in the
      ordinary course of business) or (iii) any other transaction that is
      inconsistent with the Proposed Transaction set forth in this
      letter.

     

    (c) The
      Company and its officers and directors shall promptly notify the Purchaser
      of
      any (i) material adverse change in the financial or other conditions of the
      Company or its business; or (ii) inquiries from third parties of the nature
      described in paragraph 17(b).

     

    18. Publicity.
      The
      Company and the Purchaser agree that they will not make any disclosures about
      the existence or contents of this letter or negotiations relating to the
      Proposed Transaction or cause to be publicized in any manner whatsoever by
      way
      of interviews, responses to questions or inquiries, press releases or otherwise
      any aspect or proposed aspect of this Proposed Transaction without prior
      written notice
      to
      and written approval of the
      other
      parties, except as may otherwise be required by law or applicable securities
      exchange rules.  If
      a
      party is required to make any such disclosure, it must first provide to the
      other party the content of the proposed disclosure, the reasons that such
      disclosure is required by law, and the time and place that the disclosure will
      be made.

     

    
      
        
        

      

      
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        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

     

    19. General
      Representations and Warranties; Binding Agreement.
      Each of the parties hereto hereby represents and warrants to the other party
      that this Agreement: (i) has been validly executed and delivered by such
      party; (ii) has been duly authorized by all corporate or other action of
      such party necessary for the authorization thereof; (iii) constitutes a
      binding and enforceable obligation of such party, enforceable in accordance
      with
      its terms; and (iv) does not violate or interfere with any contract or legal
      requirement applicable to such party.
      The
      Company represents to the Purchaser that it is under no obligation, either
      oral
      or written, that would restrict or inhibit its ability to execute and deliver
      this letter of intent or to take the actions or to complete the transactions
      contemplated herein. This
      Agreement is intended to be a binding agreement of the parties; provided,
      however, that the First Option, Second Option and the Right of First Refusal
      shall be forfeited if the Purchaser fails to pay the Principal Amount to the
      Company as purchase price for the Debenture at Closing.

     

    20. Termination.In
      the
      event that the Purchaser does not exercise the First Option for any reason
      within the time frame set forth in paragraph 6 hereof, the Company and the
      Purchaser shall each have the right to terminate this Agreement and any and
      all
      obligations arising thereto.

     

    21. Governing
      Law.
      This
      Agreement shall be governed by the laws of the State of Florida, without regard
      to the conflicts of laws principles of Florida or any other
      jurisdiction.

     

    22. Fees
      and Expenses.
      The
      Purchaser, on one hand, and the Company, on the other hand, shall each bear
      and
      pay all costs and expenses (including, without limitation, finder’s or broker’s
      fees or commissions and fees and expenses of attorneys and consultants) they
      incur in connection with the transactions contemplated by this Agreement.


     

    23. Remedies
      upon Breach.
      The
      Company acknowledges and agrees that: (i) Purchaser would be irreparably
      injured in the event of a breach of by the Company of any covenant or agreement
      under this Agreement; (ii) monetary damages would not be an adequate remedy
      for such breach; (iii) Purchaser shall be entitled to specific performance
      and other injunctive relief, without the necessity of the posting of a bond,
      in
      addition to any other remedy that they may have, in the event of any such
      breach; and (iv) the existence of any claims that Company may have against
      Purchaser, whether under this Agreement or otherwise, shall not be a defense
      to
      (or reason for the delay of) the enforcement by Purchaser of any of their rights
      or remedies under this Agreement.

     

    24. Attorneys’
      Fees.
      In the
      event of any litigation arising under the terms of this Agreement, the
      prevailing party shall be entitled to recover its or their reasonable attorneys’
fees and court costs from the other party, including trial and appellate
      proceedings, as well as the costs of collecting any judgment.

     

    25. Miscellaneous.
      This
      letter constitutes the entire agreement of the parties relating to the
      transactions contemplated by this letter and supersedes all prior contracts
      or
      agreements with respect to those matters, whether oral or written. All notices,
      requests, or consents provided for or permitted to be given under this letter
      must be in writing and, in the case of the Company and the Sellers, may be
      given
      to the addressee of this letter. A party’s rights and obligations under this
      letter are assignable only with the prior written consent of each other party.
      This letter may be amended only by a written agreement executed by all parties
      hereto. This letter may be executed in counterparts, each of which shall be
      deemed an original, but all of which together shall constitute one and the
      same
      agreement. This letter is solely for the benefit of the parties hereto, and
      shall not be construed to give rise to or create any liabilities or obligation
      to, or to afford any claim or cause of action to, any other person or entity.
      This letter shall be superseded in its entirety by the individual agreements
      comprising each component of the above transactions upon the approval and
      execution of each such agreement.

     

    
      
        
        

      

      
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        Power3
          Medical Products, Inc.
          April
            2,
            2007

        

      

    

    


    If
      the
      foregoing accurately reflects the discussions between us to date, please
      indicate your acceptance and agreement below.

     

    
      	 	 	Very truly
              yours, 
	 	 	 	 
	 	 	NEOGENOMICS,
              INC. 
	 	 	 	 
	 	 	By: 	/s/
              Robert P. Gasparini 
	 	 	 	Robert P. Gasparini 
	 	 	 	
              President
                and Chief Scientific Officer 

            


    

     

     

    
      	ACCEPTED AND
              AGREED: 	 	 
	 	 	 	 
	POWER3 MEDICAL PRODUCTS,
              INC. 	 	 
	 	 	 	 
	By: 	/s/
              Steven B. Rash 	 	 
	 	Steven B. Rash 	 	 
	 	Chairman and Chief Executive
              Officer 	 	 


    

     

    
      Date:
        April 2, 2007

       

      
        
          
          

        

        
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