0001144204-06-032281 Sample Contracts

SERIES 2006 SECURED NOTE DUE AUGUST 12, 2006
Secured Note • August 11th, 2006 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York

THIS Note is one of a duly authorized issue of Notes of POWER 3 MEDICAL PRODUCTS, INC., a New York corporation, having a principal place of business at 3400 Research Forest Drive, The Woodlands, Texas 77381 (the “Company”), designated as its Note (the “Note”), due upon the earlier of (i) August 12, 2006; or (ii) on the fifth day following the effective date of the Company’s registration statement on Form SB-2 (file no. ________) (“Maturity Date”), in an aggregate face amount of up Two Hundred Sixty Six Thousand and 00/100 Dollars ($266,000.00).

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STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • August 11th, 2006 • Power 3 Medical Products Inc • Services-commercial physical & biological research • New York

STOCK PLEDGE AGREEMENT ("Agreement") entered into as of the 1st day of June 2006 by and among John Fife (the “Secured Party”), and those persons identified on the signature page hereof (each a “Pledgor”).

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