EXHIBIT 10(Y)
                                  -------------

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

Phase III Medical, Inc.
330 South Service Road
Suite 120
Melville, New York  11747
Attention:  Mark Weinreb, President & CEO

As of December 22, 2005

Dear Mark:

As you know, at a meeting of the Board of Directors held on December 22, 2005, I
agreed and the Board  approved a total of  $25,000  of my  accrued  salary  (the
"Converting  Salary") be converted  into shares of the  Company's  common stock,
$.001 par value (the "Common Stock").  The price at which the Converting  Salary
will be converted  into shares of Common  Stock is $.06 per share,  which is the
closing price of the Common Stock on the date of such agreement,  resulting in a
total of 416,666 shares (the "Shares") being issued to me as of the date hereof.
We both confirm that appropriate  withholding taxes must be paid with respect to
the Shares.  These shares carry the same registration  rights as my other shares
purchased from the Company.

In connection  with my purchase of the Shares I hereby make to you the following
representations in which I am hereafter referred to as "Investor":

(a)  The  Investor  hereby  represents  and  warrants  to the  Company  that the
Investor is an  "accredited  investor" as that term is defined in Rule 501(a) of
Regulation  D  promulgated  under the  Securities  Act of 1933,  as amended (the
"Securities  Act").  Specifically,  the  Investor  certifies  that  (initial all
appropriate spaces on the following pages):

           CMV ___       (1)  The Investor is an accredited  investor because he
            (Initial)         has an individual net worth, or with his spouse as
                              a joint net worth,  in excess of  $1,000,000.  For
                              purposes of this Agreement,  "net worth" means the
                              excess  of  total  assets  at fair  market  value,
                              including home, home  furnishings and automobiles,
                              over total liabilities.

             _______     (2)  The Investor is an accredited  investor because he
            (Initial)         has  individual  income  (exclusive  of any income
                              attributable  to his spouse) of more than $200,000
                              in each of the past  two  years,  or joint  income
                              with his spouse in excess of  $300,000  in each of
                              those years, and such investor  reasonably expects
                              to reach  the  same  income  level in the  current
                              year.

             _______     (3)  The Investor is an accredited  investor because he
            (Initial)         is  a  director,  executive  officer  or  managing
                              member of the Company.


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     (b)  The Investor hereby certifies that he is not a non-resident  alien for
purposes of income  taxation  (as such term is defined in the  Internal  Revenue
Code of 1986,  as amended,  and Income Tax  Regulations).  The  Investor  hereby
agrees that if any of the information in this section changes, the Investor will
notify the Company  within 60 days thereof.  The Investor  understands  that the
information  contained in this  Section  2.4(b) may be disclosed to the Internal
Revenue  Service by the Company and that any false  statement  contained in this
Section 2.4(b) could be punished by fine, imprisonment or both.

     (c)  The Investor  will not sell or otherwise  transfer the Shares  without
registration  under the  Securities  Act or an  exemption  therefrom,  and fully
understands and agrees that he must bear the economic risk of his investment for
an indefinite period of time because,  among other reasons,  the Shares have not
been registered under the Securities Act or under the securities laws of certain
states and, therefore, cannot be resold, pledged, assigned or otherwise disposed
of unless they are  subsequently  registered  under the Securities Act and under
applicable securities laws of such states or an exemption from such registration
is available.  The Investor  understands that the Company is under no obligation
to  register  the Shares on his behalf or to assist  him in  complying  with any
exemption from such  registration  under the Securities  Act, except that if any
sale  proposed by the  Investor is exempt from  registration,  the Company  will
cause its counsel,  at the Company's expense,  to provide an appropriate opinion
to that effect to the Company's  transfer agent. It also  understands that sales
or transfers of the Shares are further restricted by state securities laws.

     (d)  The Investor  acknowledges  that in making a decision to subscribe for
the Shares, the Investor has relied solely upon independent  investigations made
by  the  Investor  and  the  representations   contained  herein.  The  Investor
understands  the business  objectives and policies of, and the strategies  which
may be pursued  by, the  Company.  The  Investor's  investment  in the Shares is
consistent   with  the   investment   purposes  and  objectives  and  cash  flow
requirements  of the  Investor  and will not  adversely  affect  the  Investor's
overall need for diversification and liquidity.  The Investor  acknowledges that
he is  not  subscribing  pursuant  hereto  for  any  Shares  as a  result  of or
subsequent to (a) any  advertisement,  article,  notice or other  communications
published on-line, in any newspaper, magazine or similar media or broadcast over
television or radio,  or (b) any seminar or meeting whose  attendees,  including
the Investor,  had been invited as a result of, subsequent to or pursuant to any
of the foregoing.

     (e)  The  Investor  has  not  reproduced,   duplicated  or  delivered  this
Agreement to any other person,  except professional  advisors to the Investor or
as instructed by the Company.

     (f)  The Investor  has such  knowledge  and  experience  in  financial  and
business matters that the Investor is capable of evaluating the merits and risks
of the Investor's  investment in the Shares and is able to bear such risks,  and
has  obtained,  in the  Investor's  judgment,  sufficient  information  from the
Company or its  authorized  representatives  to evaluate the merits and risks of
such investment. The Investor has evaluated the risks of investing in the Shares
and has determined that the Shares is a suitable investment for the Investor.

     (g)  The  Investor  can afford a  complete  loss of the  investment  in the
Shares.

     (h)  The Investor is acquiring the Shares subscribed for herein for his own
account,  for  investment  purposes  only and not with a view to  distribute  or
resell such Shares in whole or in part.

     (i)  The Investor agrees and is aware that:


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          (1)  the Company  has a limited  operating  history  under its current
          business plan;

          (2)  no federal or state agency has passed upon the Shares or made any
          findings or determination as to the fairness of this investment; and

          (3)  there are substantial  risks of loss of investment  incidental to
          the purchase of the Shares.

     (j)  The Investor and his advisors,  if any, have been  furnished  with all
materials  relating to the business,  finances and operations of the Company and
materials  relating  to the  offer  and  sale of the  Shares,  which  have  been
requested by the  Investor.  The Investor and his  advisors,  if any,  have been
afforded  the  opportunity  to ask  questions  of the Company and have  received
satisfactory  answers  to any  such  inquiries.  Except  as set  forth  in  this
Agreement,  the  Company  has made no  representation  or  warranty on which the
Investor has relied to enter into this Agreement and acquire the Shares.

     (k)  The Investor does not have a present  intention to sell the Shares nor
a present  arrangement  or  intention to effect any  distribution  of any of the
Shares to or through any person or entity for  purposes  of  selling,  offering,
distributing or otherwise disposing of any of the Shares.

     (l)  The  Investor  understands  that the net  proceeds to the Company from
this subscription will be used by the Company for general operating expenses.

Please  acknowledge  your  agreement with the foregoing by  countersigning  this
letter agreement as provided below.

Very truly yours,

/s/ Catherine M. Vaczy
----------------------
Catherine M. Vaczy


Accepted and agreed:


Phase III Medical, Inc.

By:  /s/ Mark Weinreb
     ----------------