AMENDED AND RESTATED GUARANTY

GUARANTY dated as of July 29, 2008 ("Guaranty") made by Steven B. Rash, an individual residing at, 10 Spiceberry Place, The Woodlands, TX 77382 (“Guarantor”) in favor of Able Income Fund, LLC ("Lender").   

WHEREAS, Power 3 Medical Products, Inc., a New York corporation (the “Borrower”), and the Lender are parties to a Debentures, dated as of June 30, 2008 (such agreement, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the “Initial Debenture”);

WHEREAS, Borrower and the Lender are parties to a new Debentures, dated as of July 25, 2008 (such agreement, as amended, restated, supplemented or otherwise modified from time to time, being hereinafter referred to as the “New Debentures” and together with the Initial Debentures, the “Debentures”)

WHEREAS, pursuant to the Debentures, the Guarantor is required to execute and deliver to the Lender a guaranty guaranteeing the Debentures and all other obligations under the Debentures and the other Loan Documents; and

WHEREAS, the Guarantor has determined that (i) it will derive substantial benefit and advantage from the loan and other financial accommodations made available to the Borrower under the Debentures and the other Loan Documents and (ii) its execution, delivery and performance of this Guaranty directly benefit, and are within the best interests of, the Guarantor;

NOW, THEREFORE, in consideration of $1,000, paid by the Borrower to the Guarantor, receipt of which is hereby acknowledged, the premises, the agreements herein and in order to induce the Lender to make and maintain the Loan pursuant to the Debentures, the Guarantor hereby agrees with the Lender, as follows:

Section 1.   Definitions . Reference is hereby made to the Debentures for a statement of the terms thereof. All terms used in this Guaranty which are defined in the Debentures and not otherwise defined herein shall have the same meanings herein as set forth therein. As used in this Guaranty, the following terms have the following meanings (terms defined in the singular to have the same meaning when used in the plural and vice versa):

“Borrower” has the meaning specified in the preamble above.

“Guaranty” means this Guaranty.

“Guaranty Documents” means the Loan Documents and any document or agreement evidencing, related to or delivered in connection with any or all of the Guaranteed Obligations.

“Guaranteed Obligations” means any and all present and future liabilities and obligations of Borrower and Grantor to Lender incurred by Borrower and Grantor under the Loan Documents, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, direct or indirect, acquired outright, conditionally or as collateral security by Lender from another, liquidated or unliquidated, arising by operation of law or otherwise, together with all fees and expenses incurred in collecting any or all of the items specified in this definition or enforcing any rights under any of the Guaranty Documents, including all fees and expenses of Lender’s counsel and of any experts and agents which may be paid or incurred by Lender in collecting any such items or enforcing any such rights.

Section 2.   Rules of Interpretation . When used in this Guaranty: (1) “or” is not exclusive, (2) a reference to a law includes any amendment or modification to such law, and (3) a reference to an agreement, instrument or document includes any amendment or modification of such agreement, instrument or document.

Section 3.   Guaranty . Guarantor hereby guarantees to Lender and its successors, endorsees, transferees and assigns the prompt and complete payment, as and when due and payable (whether at stated maturity or by required prepayment, acceleration, demand or otherwise), of all of the Guaranteed Obligations now existing or hereafter incurred will be paid strictly in accordance with their terms.

Section 4.   Limitation of Liability . The obligation of Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render the obligation of Guarantor under this Guaranty subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Section 5.   Type of Guaranty . This Guaranty is absolute and unconditional and as such is not subject to any conditions and Guarantor is fully liable to perform all of its duties and obligations under this Guaranty as of the date of execution of this Guaranty. This Guaranty is a continuing guaranty and applies to all future Guaranteed Obligations. In addition, this Guaranty shall remain in full force and effect even if at any time there are no outstanding Guaranteed Obligations. This Guaranty is a guaranty of payment and not of collection. The obligations and liabilities of Guarantor under this Guaranty shall not be conditioned or contingent upon the pursuit by Lender of any right or remedy against Borrower, Grantor or any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations, or against any assets securing the payment of the Guaranteed Obligations or guarantee for such Guaranteed Obligations or right of setoff with respect to such Guaranteed Obligations. This Guaranty is irrevocable and as such cannot be cancelled, terminated or revoked by Guarantor.

Section 6.   Reinstatement of Guaranty . This Guaranty shall continue to be effective or shall be reinstated, as the case may be, if at any time any payment, or any part thereof, of any of the Guaranteed Obligations are rescinded or must otherwise be returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Borrower, Grantor or otherwise, all as though such payment had not been made.

Guarantor hereby consents that, without the necessity of any reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Guaranteed Obligations made by Lender may be rescinded by Lender and any of such Guaranteed Obligations continued after such rescission.

Section 7.   Security Interest . To secure the payment of the obligations of Guarantor under this Guaranty, Guarantor has executed a Pledge Agreement in favor of, and grants Lender a pledge and security interest in the Pledged Shares listed in Schedule 1 to the Pledge Agreement.

Section 8.   Waiver of Notices . Guarantor hereby waives any and all notices including (1) notice of or proof of reliance by Lender upon this Guaranty or acceptance of this Guaranty, (2) notice of the incurrence of any Guaranteed Obligations or the renewal, extension or accrual of any such Guaranteed Obligations, (3) notice of any actions taken by Lender, Borrower, Grantor or any other person under any Guaranty Document, and (4) notices of nonpayment or nonperformance, protest, notices of protest and notices of dishonor.

Section 9.   Waiver of Defenses . Guarantor hereby waives any and all defenses to the performance by Guarantor of its duties and obligations under this Guaranty, including any defense based on any of the following:

(1)   any failure of Lender to disclose to Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any party obligated to make payment on any and all Guaranteed Obligations, whether as principal or guarantor, now or hereafter known to Lender,

(2)   any defense to the payment of any or all the Guaranteed Obligations, including lack of validity or enforceability of any of the Guaranteed Obligations or any Guaranty Documents,

(3)   any change in the time, manner or place of payment of, or in any other term in respect of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or consent to any departure from any Guaranty Document,

(4)   any exchange or release of, or non-perfection of any security interest on or in any assets securing the payment of the Guaranteed Obligations,

(5)   any failure to execute any other guaranty for all or any part of the Guaranteed Obligations, or any release or amendment or waiver of, or consent to any departure from, any other guaranty for any or all of the Guaranteed Obligations,

(7)   any act or omission of Lender in connection with the enforcement of, or the exercise of rights and remedies, including any election of, or the order of exercising any, remedies, with respect to (a) the Guaranteed Obligations, (b) any other guarantor of the Guaranteed Obligations, or (c) any assets securing the payment of the Guaranteed Obligations,

(8)   any manner of application of any funds received by Lender to Guaranteed Obligations or any other obligation