Exhibit 10.2

                             PHASE III MEDICAL, INC.
                             330 South Service Road
                                    Suite 120
                            Melville, New York 11747
                                  631.574.4955
August 12, 2005

Mr. Marrk Weinreb
c/o Phase III Medical, Inc.
330 South Service Road
Suite 120
Melville, NY  11747

Dear Mr. Weinreb:

            This letter agreement shall serve as an amendment (the "Amendment")
to your employment agreement (the "Agreement") with Phase III Medical, Inc. (the
"Company") dated February 6, 2003 to serve as the Company's President and Chief
Executive Officer. The terms of this Amendment were unanimously approved by the
Board of Directors of the Company on May 4, 2005, subject to the approval of the
Company's shareholders, which was obtained on July 20, 2005.

            The Agreement is hereby amended as follows:

     1.   Section 1.1 of the Agreement is amended to provide that the
          termination of the Initial Term of the Agreement shall be December 31,
          2008.
     2.   Section 4.2 of the Agreement is amended to provide that commencing as
          of July 20, 2005, the Base Salary to which you are entitled under the
          Agreement shall be equal to the sum of $250,000 which shall remain in
          effect throughout the term of the Agreement without adjustment.
     3.   You are hereby granted as of July 20, 2005, under the Company's 2003
          Equity Participation Plan (the "2003 EPP"), 3,000,000 shares of Common
          Stock which shall vest as to 1,000,000 shares on each of July 20,
          2005, July 20, 2006 and July 20, 2007 and shall otherwise be subject
          to all the terms and conditions of the 2003 EPP.
     4.   The second sentence of paragraph 1.3 is hereby deleted and replaced in
          its entirety as follows: "In the event of termination without cause
          (other than pursuant to Paragraph 6.1 hereof), as liquidated damages
          and as the sole and exclusive remedy of the Employee, the Employee
          shall be entitled to (a) a lump sum payment equal to his then Base
          Salary and Automobile Allowance (each as hereinafter defined) for one
          year, and (b) be reimbursed for the remainder of the Term pursuant to
          Paragraphs 9.2 and 9.3 hereof".
     5.   Section 4.3 of the Agreement is amended to provide that commencing in
          August 2006, you shall be entitled to an annual minimum bonus amount
          of $25,000 (not $20,000).
     6.   A new Section 4.5 is hereby added providing that in August 2005 you
          shall be paid the sum of $15,000 to cover costs incurred by you on
          behalf of the Company.
     7.   A new Section 9.5 is hereby added providing that, commencing in 2006,
          the Company shall pay for the reimbursement of all premiums in an
          annual aggregate amount of up to $18,000 payable by you for life and
          long term care insurance covering each year during the Term of the
          Agreement.

            Except as provided herein, the Agreement shall remain unchanged. All
     terms not otherewise defined herein shall have the meaning set forth in the
     Agreement. For our records, I would appreciate your countersigning the
     attached copy of this Amendment and returning the same to me at your
     earliest convenience.
                              Sincerely,
                              /s/ Catherine M. Vaczy
                              Catherine M. Vaczy
                              Executive Vice President and General Counsel



Accepted and agreed to:
/s/ Mark Weinreb
Mark Weinreb