Exhibit 24.1

                                POWER OF ATTORNEY

      WHEREAS,  the undersigned  director of Phase III Medical,  Inc. desires to
authorize Mark Weinreb to act as his attorney-in-fact and agent, for the purpose
of executing  and filing a  registration  statement on Form S-8,  including  all
amendments thereto,

      NOW, THEREFORE,

      KNOW ALL MEN BY THESE PRESENTS,  that the person whose  signature  appears
below constitutes and appoints Mark Weinreb his true and lawful attorney-in-fact
and  agent,  with  full  power of  substitution  and  resubstitution,  to sign a
Registration  Statement on Form S-8  registering up to 15,000,000  shares of the
Common  Stock of Phase III  Medical,  Inc.  issuable  pursuant  to the Phase III
Medical,  Inc. 2003 Equity  Participation Plan, including any and all amendments
and supplements  thereto,  and to file the same, with all exhibits thereto,  and
other  documents  in  connection  therewith,  with the  Securities  and Exchange
Commission,  granting  unto  said  attorney-in-fact  and  agent  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the  premises,  as fully and to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

      IN WITNESS WHEREOF, the undersigned has executed this power of attorney in
the following capacities as of the 23rd day of July, 2003.

                    Signatures                                          Title

/s/ Wayne A. Marasco                                                   Director
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Wayne A. Marasco