EXHIBIT 10(CC)
                                 --------------

                             PHASE III MEDICAL, INC.
                             330 South Service Road
                                    Suite 120
                            Melville, New York 11747
                                  631. 574.4955


January 30, 2006

Ms. Catherine M. Vaczy 140 East 28th Street
Apartment #11C
New York, New York  10016

Dear Catherine:

     Reference is made to that certain letter agreement (the "Agreement")  dated
as of April 20, 2005 and entered into  between you and Phase III  Medical,  Inc.
(the  "Company")  pursuant  to which you agreed to serve as the  Executive  Vice
President and General Counsel of the Company.

     The  Agreement  is hereby  amended to provide  that in the event  severance
payments  are  payable  to you  pursuant  to the  Agreement,  the amount of such
severance  payments  shall  equal one year's  salary and shall be payable to you
subject to your providing to the Company a release in customary form,  releasing
the Company and its officers and directors from claims against them.

     Except for the foregoing, the Agreement shall remain unchanged.

     For our records,  I would appreciate your  countersigning the attached copy
of  this  Letter  Agreement  and  returning  the  same  to me at  your  earliest
convenience.

                                           Sincerely,

                                           PHASE III MEDICAL, INC.

                                           By: /s/ Mark Weinreb
                                              -------------------------------
                                               Mark Weinreb, President & CEO

Accepted and agreed to:
/s/ Catherine M. Vaczy
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Catherine M. Vaczy