POWERBRIEF, INC.



                       PREFERRED STOCK PURCHASE AGREEMENT







         This Preferred Stock Purchase Agreement (the "Agreement") is entered

into as of March ____, 2001 (the "Effective Date"), by and among PowerBrief,

Inc., a Texas corporation (the "Company"), and the investors listed on Exhibit A

attached hereto (each a "Purchaser" and together the "Purchasers").



                                    SECTION 1



                      PURCHASE AND SALE OF PREFERRED STOCK



         1.1 CERTIFICATE OF DESIGNATION. The Company shall adopt and file with

the Secretary of State of the State of Texas on or before the Closing (as

defined below) the Certificate of Designations, Rights and Preferences of Senior

Convertible Preferred Stock, Series A in the form attached hereto as Exhibit B

(the "Certificate of Designation").



         1.2 SALE OF STOCK. Subject to the terms and conditions hereof, on the

Closing Date, as defined below, each Purchaser agrees, severally and not

jointly, to purchase at the Closing and the Company agrees to sell and issue to

each Purchaser at the Closing that number of shares of Convertible Preferred

Stock, Series A, set forth opposite each such Purchaser's name on Exhibit A

attached hereto at a purchase price of $1.12 per share. The shares of

Convertible Preferred Stock, Series A issued to the Purchasers pursuant to this

Agreement shall be hereinafter referred to as the "Stock." The Company's

agreements with each of the Purchasers are separate agreements, and the sales of

Stock to each of the Purchasers are separate sales.



         1.3 CLOSING DATE. The closing (the "Closing") of the purchase and sale

of the Stock shall be held at the offices of Venture Law Group, 2775 Sand Hill

Road, Menlo Park, California at 10:00 a.m. on March __, 2001 or at such other

date, time and place upon which the Company and the Purchasers acquiring more

than half the Stock to be sold at the Closing mutually agree. (the date of the

Closing is hereinafter referred to as the "Closing Date").



         1.4 DELIVERY. At the Closing, the Company will deliver to each

Purchaser a certificate or certificates representing the shares of Stock

purchased by such Purchaser, against payment of the purchase price therefor, by

check or wire transfer.



         1.5 LEGEND. The certificate or certificates for the Stock shall be

subject to a legend restricting transfer under the Securities Act of 1933, as

amended (the "Securities Act") and referring to restrictions on transfer herein,

such legend to be substantially as follows:



         "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN

REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR

INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR

DISTRIBUTION THEREOF. NO SUCH SALE OR DISPOSITION MAY BE





                                       -1-

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EFFECTED WITHOUT (A) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (B) AN

OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION

IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (C)

FULL COMPLIANCE WITH THE PROVISIONS OF RULE 144 UNDER THE ACT."



                                    SECTION 2



                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY



         Specifically excluding any matters relating to or arising out of the

assets, liabilities or conduct of the business of Integrated Orthopaedics, Inc.

("IOI") prior to the effective time of the Merger (the "Merger") between

PowerBrief, Inc., a Delaware Corporation, and IOI currently known as PowerBrief,

Inc., a Texas Corporation (referred to herein as the "Company"), the Company

hereby represents and warrants to each Purchaser as of the Closing Date that,

except as set forth on the Schedule of Exceptions attached hereto as Exhibit C,

which exceptions shall be deemed representations and warranties as if made

hereunder:



         2.1 ORGANIZATION. The Company is a corporation duly organized and

validly existing under the laws of the State of Texas and is in good standing

under such laws. The Company has requisite corporate power and authority to own,

lease and operate its properties and assets, and to carry on its business as

presently conducted and as proposed to be conducted. The Company is qualified to

do business as a foreign corporation in each jurisdiction in which the ownership

of its property or the nature of its business requires such qualification,

except where failure to so qualify would not have a materially adverse effect on

the Company.

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