SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement (this " Amendment ") is dated as of
January 19, 2005, among Power 3 Medical Products, Inc., a New York corporation (the " Company ") and
each purchaser identified on the signature pages attached hereto (each, including its successors and assigns, a "
Purchaser " and collectively the " Purchasers ").
WHEREAS, the Company and the Purchasers entered into that certain Securities Purchase
Agreement dated as of October 28, 2004 (the " Securities Purchase Agreement ") providing for the purchase
and sale of the securities more specifically described therein; and
WHEREAS, the Company and certain of the Purchasers have agreed to amend provisions of the
Securities Purchase Agreement pertaining to the timing of their purchase of additional Debentures and the
Company has agreed to amend provisions of the Securities Purchase Agreement regarding the number of
Warrants issuable to such Purchasers; and
WHEREAS, pursuant to Section 5.5 of the Securities Purchase Agreement, the Company and
each of the Purchasers are entering into this Amendment to set forth the terms and conditions of, and
acknowledge their consent and agreement to, the following amendments to the Securities Purchase Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and confessed, the Company and the Purchasers hereby agree as follows:
Section 1. Definitions . Except as otherwise amended or defined in this Amendment, all terms
used herein with their initial letter capitalized shall have the meaning given to such terms in the Securities Purchase
Section 2. Amendments to Securities Purchase Agreement . The Securities Purcha