Predictive Oncology (POAI) S-1/A IPO registration (amended)

BioDrain Capitalization Table Post Merger, Post Financing*

$2 Million Pre-Money

$150K Bridge Loan at $750k Pre-Money

	Fully Diluted Outstanding
	Shares at Closing
	Number		Percent
BioDrain Original Shareholders		2,400,000		18.52	%
Bridge Loan		882,353		8.81	%
Bridge Loan Warrants		882,353		8.81	%
Option Pool		824,541		8.36	%
Executive Management Group Options		600,000		4.63	%
Private Placement Investors		2,824,137		21.79	%
Private Placement Warrants*		2,824,137		21.79	%
Deal Principals		1,723,314		13.30	%
Fully diluted shares, post merger, post financing*		12,960,834		100.00	%

*all share counts and percentages subject to change if PIPE table varies from $1 2 million,

Equity incentive plan is adjusted or if Bridge amount changes from $.150M

Warrants on bridge loan strike price equal to $0.42 cents

Deal principal shares equal to 17% of fully diluted shares outstanding at closing less

private placement warrants

**Warrants issued are equivalent to 100% of Pipe raise at $0.55 strike price

Pre-Money	$	2,000,000
Pre-Money Per share		0.42
Bridge Loan Conversion		0.17
Share Conversion - $150K		882,363
Pipe Raise	$	1,200,000
Shares issued		2,824,137

Agreed, /s/ Kevin Davidson 7/18/07

Kevin Davidson, President and CEO

Longport Holdings 7/19/07

/s/ Sean Fitzpatrick

[Amendment to 7/19/07 Capitalization Table Term Sheet]

BioDrain Capitalization Table Post Merger, Post Financing*							BioDrain Capitalization Table Post Merger, Post Financing*
$1.5 Million Pre-Money, $800k PIPE Raise							$1.5 Million Pre-Money, $1.2MM PIPE Raise
$150K Bridge Loan at $750k Pre-Money							$150K Bridge Loan at $750k Pre-Money
Adjusted for 1.25 reverse split							Adjusted for 1.25 reverse split
	Fully Diluted Outstanding							Fully Diluted Outstanding
	Shares at Closing							Shares at Closing
	Number			Percent				Number			Percent
BioDrain Original Shareholders		1,920,000			18.52	%	BioDrain Original Shareholders		1,920,000			14.88	%
Bridge Loan		620,096			5.98	%	Bridge Loan		620,096			4.81	%
Bridge Loan Warrants		620,096			5.98	%	Bridge Loan Warrants		620,096			4.81	%
Option Pool		1,180,480			11.39	%	Option Pool		1,180,480			9.15	%
Private Placement Investors		2,285,715			22.05	%	Private Placement Investors		3,428,571			26.57	%
Private Placement Warrants**		2,285,715			22.05	%	Private Placement Warrants**		3,428,571			26.57	%
Deal Principals		1,454,573			14.03	%	Deal Principals		1,705,444			13.22	%
Fully diluted shares, post merger, post financing*		10,366,675			100.00	%	Fully diluted shares, post merger, post financing*		12,903,259			100.00	%
*all share counts and percentages subject to change if PIPE raise varies from $800k,							*all share counts and percentages subject to change if PIPE raise varies from $1.2million,
Equity Incentive plan is adjusted or if Bridge amount changes from $.150M							Equity Incentive plan is adjusted or if Bridge amount changes from $.150M
Warrants on bridge loan strike price equal to $0.35 cents							Warrants on bridge loan strike price equal to $0.35 cents
Deal principal shares equal to 18% of fully diluted shares outstanding at closing less							Deal principal shares equal to 18% of fully diluted shares outstanding at closing less
private placement warrants							private placement warrants
** Warrants issued are equivalent to 100% of Pipe raise at $0.46 strike price							** Warrants issued are equivalent to 100% of Pipe raise at $0.46 strike price
Pre-Money	$	1,500,000					Pre-Money	$	1,500,000
Pre-Money Per share		0.35			0.345569		Pre-Money Per share		0.35			0.345569
Bridge Loan Conversion Price		0.24					Bridge Loan Conversion Price		0.24
Share Conversion - $150K		620,096					Share Conversion - $150K		620,096
Pipe Raise	$	800,000					Pipe Raise	$	1,200,000
Shares Issued		2,285,715			2,285,714.3		Shares Issued		3,428,571			3,428,571.4
Deal Principal Shares		1,454,573					Deal Principal Shares		1,705,444
Deal Principal Share % Excluding PIPE Warrants		18.00	%				Deal Principal Share % Excluding PIPE Warrants		18.00	%
Reverse Split		1.25					Reverse Split		1.25