EXHIBIT 10.6
Marasco Letter Agreement
                                                             Exhibit 10.6

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

August 12, 2004

Wayne A. Marasco, M.D., Ph.D.
Department of Cancer Immunology & AIDS
Dana-Farber Cancer Institute - Harvard Medical School
44 Binney Street
Boston, MA 02115

Dear Dr. Marasco:

      We are  pleased  to  extend to you an  invitation  to  become  the  Senior
Scientific Advisor ("SSA") of Phase III Medical, Inc. (the "Company").

      As you know,  the Company is a public  company  that,  among other things,
provides  capital and  guidance to  companies,  within the  medical  sector,  in
exchange for revenues,  royalties and other contractual rights known as "royalty
interests,"  that  entitle it to  receive a portion of revenue  from the sale of
pharmaceuticals, medical devices and biotechnology products. As SSA, you will be
responsible  for  assisting the Company in reviewing  and  evaluating  business,
scientific and medical  opportunities,  and for other  discussions  and meetings
that may arise during the normal course of the Company  conducting its business.
You will report your reviews and evaluations to the Chief Executive  Officer and
President  who  will  have  direct  responsibilities  for  Business  Development
decisions. In keeping with Harvard Medical School's new policies on Conflicts of
Interest and Commitment for full-time  Faculty Members  (accepted May 26, 2004),
your position will not include any fiduciary or other  responsibilities that are
required to operate a material segment of the operations of the business.

      This  Letter  Agreement  shall be  effective  as of August  12,  2004 (the
"Commencement Date") and shall continue for a period of three (3) years from the
Commencement Date (the "Term"). For all services rendered by you in any capacity
required hereunder during the Term, you shall be entitled to an annual salary of
$84,000 for the first year of the Term, $92,400 for the second year of the Term,
and  $101,640  for the third  year of the Term  payable  within  normal  payroll
practices of the Company,  provided  that all  conditions  to payment  specified
herein have been met. In addition to the annual cash compensation  stated in the

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preceding  sentence,  you shall  also be  entitled  to five (5%)  percent of all
collected revenues  ("additional cash compensation")  derived from the Company's
royalty or other revenue sharing agreements,  provided that the amount of annual
salary and additional cash  compensation  (in the form of such revenue  sharing)
shall not  exceed  $200,000  per year  during  the Term.  Such  additional  cash
compensation  shall  be  payable  quarterly  within  45  days of the end of each
quarter, provided that all conditions to payment specified herein have been met.

      Although the annual cash  compensation  and additional  cash  compensation
stated above shall begin to accrue as of the Commencement  Date, you will not be
entitled to receive any such  amounts  until the Company  raises  $1,500,000  in
additional  equity  financing  after  the  Commencement  Date.  In light of such
repayment   restrictions,   and  in  further  consideration  for  your  services
hereunder,  upon  execution  of this  Letter  Agreement,  you will be granted an
option,  fully vested,  to purchase 675,000 shares of the Company's common stock
at an exercise price of ten cents per share. The shares will be subject to a one
year lockup as of the date of grant.  The exercise period will be ten years, and
the grant  will  otherwise  be in  accordance  with the  Company's  2003  Equity
Participation Plan and Non-Qualified Stock Option Grant Agreement.  In addition,
in the event that the closing  price of the  Company's  common  stock  equals or
exceeds fifty cents per share for any five  consecutive  trading days during the
Term, the Company shall grant you, on the day  immediately  following the end of
the five day period,  pursuant to the 2003 Equity Participation Plan and a Stock
Option Agreement,  an option for the purchase of an additional  1,000,000 shares
of common stock  substantially  upon the terms of the initial  option and in the
form of the initial  option  agreement,  except that the exercise price shall be
fifty cents per share.  You will not be entitled to any further option grants as
a director of the Company  under any existing or future  plans,  but you will be
entitled to participate in any future option plans  established by the board for
the officers of the Company so long as you remain as SSA.

      The Company shall pay or reimburse you for all reasonable  travel or other
expenses  incurred by you in connection  with the performance of your duties and
obligations  under  this  Letter  Agreement,  subject  to your  presentation  of
appropriate  vouchers in accordance with such procedures as the Company may from
time to time establish  (including  any  procedures  established to preserve any
deductions  for  Federal  income  taxation  purposes to which the Company may be
entitled).

      This Letter  Agreement  shall  automatically  terminate upon your death or
permanent disability. In addition, the Company may also terminate this Agreement
with or without cause  immediately upon written notice to you. A termination for
cause would occur in the event that you, after written notice and an opportunity
to cure,  consistently and willfully refuse to perform the services  required by
you under this Letter  Agreement.  You may terminate this Letter  Agreement upon
thirty  days'  prior  written  notice to the  Company.  In the event this Letter
Agreement terminates due to your death, permanent disability or upon notice from
the Company with or without cause,  earned but unpaid cash and  additional  cash
compensation and unreimbursed expenses due as of the date of termination of this
Letter Agreement shall be payable in full.  However,  no other payments shall be
made, nor benefits  provided,  by the Company under this Letter Agreement except
as otherwise required by law. In the event that the Company decides to terminate
your employment  without cause prior to the end of the three year term, you will
be entitled to receive a severance payment equal to one

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year's  salary,  paid at the same  level  of  salary  as you are then  currently
receiving  and as a single  payment  to be paid  promptly  after the last day of
employment  as SSA, in  exchange  for your  execution  of a release of all other
claims against the Company.

      You  acknowledge  that,  as SSA,  you will have  access  to the  Company's
confidential  information  and that all  confidential  information  shall be and
remain the sole  property of the Company and that you will not at any time,  now
or in the future,  disclose,  disseminate  or  otherwise  make public any of the
confidential information without the express written permission of the Company.

      You hereby  represent and warrant that (i) you have the legal  capacity to
execute and perform this Letter Agreement, (ii) this Letter Agreement is a valid
and binding agreement  enforceable against you according to its terms, (iii) the
execution and performance of this Letter Agreement does not violate the terms of
any existing agreement or understanding to which you are a party or by which you
may be bound  and (iv) you  have,  and  will,  maintain  during  the  Term,  all
requisite licenses, permits and approvals necessary to perform the duties of SSA
set forth herein.  You also hereby agree that you shall not  participate  in any
medical,  health,  and insurance  plans which may from time to time be in effect
for employees of, or consultants to, or other agents of, the Company. You hereby
acknowledge to the Company that you desire to, and are capable of, securing such
benefits independent of your relationship with the Company.

      This Agreement shall be governed by, and construed in accordance with, the
internal laws of the State of New York,  without  reference to the choice of law
principles  thereof.  Any claim,  controversy  or dispute  between  the  parties
hereto, arising out of, relating to, or in connection with this Letter Agreement
or any aspect of your  services  to the  Company  hereunder,  including  but not
limited to the  termination  of this Letter  Agreement and any and all claims in
tort or  contract,  shall be  submitted to  arbitration  in Melville,  New York,
pursuant to the American  Arbitration  Association ("AAA") National  Arbitration
Rules for the Resolution of Employment  Disputes.  This provision shall apply to
claims against the Company and/or its affiliates and their respective current or
former employees,  agents, managers,  officers and/or directors. Any issue about
whether a claim is covered by this Letter  Agreement  shall be determined by the
arbitrator.  There shall be one arbitrator, who (a) shall be chosen from a panel
provided by the AAA and who shall apply the  substantive law of the State of New
York,  (b) may award  injunctive  relief or any other  remedy  available  from a
judge,  including attorney fees and costs to the prevailing party, and (c) shall
not  have  the  power  to  award  punitive  damages.   Judicial  review  of  the
arbitrator's  award shall be strictly limited to the issue of whether said award
was obtained through fraud, corruption or misconduct.

      This  Letter  Agreement  shall be  binding  upon,  and shall  inure to the
benefit  of,  the  Company  and  you  and  its  and  your  respective  permitted
successors,  assigns,  heirs,  beneficiaries  and  representatives.  This Letter
Agreement  is  personal  to you and may not be assigned by you without the prior
written  consent of the Company.  Any attempted  assignment in violation of this
paragraph  shall be null and void. This Letter  Agreement  shall  constitute the
entire  agreement  among the parties with respect to the matters  covered hereby
and shall supersede all previous written,  oral or implied  understandings among
them with respect to such matters.

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      The Company  acknowledges  the  Dana-Farber  Cancer  Institute's  standard
consulting  agreement  provisions.  These  provisions,  which were  attached  as
Exhibit A to a Board of Director's  Engagement  Letter dated May 19, 2003 by the
Company,  as agreed to and accepted by you,  have been  reviewed and approved by
the Company.

      The company  recognizes the  constraints on your time and agrees that your
efforts on behalf of the Company,  as a Director and SSA,  will not require more
than  four  (4)  hours  per  week,   scheduled  to  accommodate   your  existing
commitments.

      We are excited about your involvement with the Company and look forward to
a long and mutually rewarding scientific and business relationship.

      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,

                                                   Mark Weinreb, President & CEO
                                               Date Signed: November 18, 2004

Accepted and agreed to:


-----------------------------
Wayne A. Marasco, M.D., Ph.D.
Date Signed: November 18, 2004