EXHIBIT 10.7
Lax Board of Directors Agreement

                                                               Exhibit 10.7

PHASE III MEDICAL, INC.
330 South Service Road
Suite 120
Melville, New York 11747
631.574.4955
March 2, 2004

Michael Lax
1303 Ridge Road
Laurel Hollow, NY 11791

Dear Mr. Lax:

      We are pleased to extend to you an  invitation to become a Director of the
Phase III Medical, Inc. (the "Company").

      As you know, the Company is a public company that,  among other items,  is
entering  the  medical  sector  by  acquiring  or  participating  in one or more
biotechnology and/or medical companies or technologies, owning one or more drugs
or medical  devices that may or may not yet be  available to the general  public
and/or  acquiring  rights to one or more of such drugs or medical devices or the
royalty streams therefrom.

      We are  requesting  that you serve as a Director for an initial term until
our next annual meeting of  shareholders.  In  consideration of your agreeing to
accept  the  Directorship,  you will be  granted an  option,  fully  vested,  to
purchase Three Hundred  Thousand  (300,000) shares of the Company's common stock
at an exercise  price of  Fourteen  ($.14)  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 (10)

<PAGE>

years and  otherwise the grant will 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
Shares  equals  or  exceeds  One  Dollar  ($1.00)  per  share  for any  five (5)
consecutive trading days during your term as a Director, the Company shall grant
you,  on the day  immediately  following  the end of the  five  (5) day  period,
pursuant  to the Equity  Participation  Plan and a Stock  Option  Agreement,  an
option for the purchase of an additional One Hundred  Thousand  (100,000) Common
Shares substantially upon the terms of the Initial Option and in the form of the
Initial  Option  Agreement,  except that the  exercise  price shall be $1.00 per
share.

      While a  Director,  you will be covered  by the  Company's  D&O  insurance
policy and, to the extent  permitted  by law,  will also be  indemnified  by the
Company.

      You will be responsible to attend Annual and Special Meetings of the Board
of Directors (either in person or  telephonically),  to attend the Annual and/or
Special  Shareholder  Meetings  as  necessary,  to  participate  in  appropriate
committees  and to  generally  assist 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 acknowledge  that, as member of the Board of Directors,  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.  We will ask you to sign a confidentiality  agreement
similar to that signed by our board of advisor members, attached hereto.

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

<PAGE>

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

                                              Sincerely,


                                              Mark Weinreb, President & CEO

Accepted and agreed to:


---------------------
Michael Lax

<PAGE>

Phase III Medical, Inc.

Confidentiality, Proprietary Information
and Inventions Agreement

I  recognize  that  Phase  III  Medical,   Inc.,  a  Delaware  corporation  (the
"Company"), is engaged in a continuous program of entering the medical sector by
acquiring or  participating  in one or more biotech and/or medical  companies or
technologies,  owning one or more drugs or medical  devices  that may or may not
yet be available to the public, or acquiring rights to one or more of such drugs
or medical  devices or the  royalty  streams  therefrom  (the  "Business").  Any
company with which the Company enters into, or seeks or considers entering into,
a business  relationship  in  furtherance  of the  Business  is referred to as a
"Business Partner".

I  understand  that as part of my  performance  of duties as a  director  of the
Company (the  "Engagement"),  I will have access to  confidential or proprietary
information  of the  Company  and the  Business  Partners,  and I may  make  new
contributions and inventions of value to the Company.  I further understand that
my Engagement  creates in me a duty of trust and  confidentiality to the Company
with  respect  to any  information:  (1)  related,  applicable  or useful to the
business of the  Company,  including  the  Company's  anticipated  research  and
development  or such  activities of its Business  Partners;  (2) resulting  from
tasks performed by me for the Company;  (3) resulting from the use of equipment,
supplies or facilities  owned,  leased or contracted for by the Company;  or (4)
related, applicable or useful to the business of any partner, client or customer
of the Company, which may be made known to me or learned by me during the period
of my Engagement.

For purposes of this Agreement, the following definitions apply:

"Proprietary Information" shall mean information relating to the Business or the
business of any Business  Partner and generally  unavailable  to the public that
has been  created,  discovered,  developed or otherwise  has become known to the
Company or in which property rights have been assigned or otherwise  conveyed to
the Company or a Business  Partner,  which  information  has  economic  value or
potential  economic  value to the  business  in which the  Company is or will be
engaged.  Proprietary  Information  shall include,  but not be limited to, trade
secrets,  processes,  formulas,  writings,  data,  know-how,  negative know-how,
improvements,   discoveries,   developments,  designs,  inventions,  techniques,
technical data,  patent  applications,  customer and supplier  lists,  financial
information, business plans or projections and any modifications or enhancements
to any of the above.

"Inventions" shall mean all Business-related discoveries, developments, designs,
improvements,  inventions,  formulas, software programs, processes,  techniques,
know-how,  negative know-how,  writings, graphics and other data, whether or not
patentable or registrable under patent,  copyright or similar statutes, that are
related to or useful in the  business  or future  business of the Company or its
Business Partners or result from use of premises or other property owned, leased
or  contracted  for by the  Company.  Without  limiting  the  generality  of the
foregoing,  Inventions  shall also include anything related to the

<PAGE>

Business  that  derives  actual  or  potential  economic  value  from not  being
generally  known to the public or to other persons who can obtain economic value
from its disclosure or use.

As part of the consideration for my Engagement or continued  Engagement,  as the
case may be, and the  compensation  received by me from the Company from time to
time, I hereby agree as follows:

            1.   Proprietary   Information  and   Inventions.   All  Proprietary
Information and Inventions related to the Business shall be the sole property of
the Company and its assigns,  and the Company or its Business  Partners,  as the
case  may be,  and  their  assigns  shall  be the  sole  owner  of all  patents,
trademarks, service marks, copyrights and other rights (collectively referred to
herein as "Rights")  pertaining to Proprietary  Information  and  Inventions.  I
hereby  assign to the  Company  any rights I may have or acquire in  Proprietary
Information or Inventions or Rights pertaining to the Proprietary Information or
Inventions which Rights arise in the course of my Engagement. I further agree as
to all Proprietary Information or Inventions to which Rights arise in the course
of my Engagement  to assist the Company or any person  designated by it in every
proper  way (but at the  Company's  expense)  to  obtain  and from  time to time
enforce Rights relating to said Proprietary Information or Inventions in any and
all countries.  I will execute all documents for use in applying for,  obtaining
and enforcing such Rights in such  Proprietary  Information or Inventions as the
Company  may desire,  together  with any  assignments  thereof to the Company or
persons  designated  by it. My  obligation  to assist the  Company or any person
designated  by it in obtaining  and  enforcing  Rights  relating to  Proprietary
Information or Inventions  shall continue  beyond the cessation of my Engagement
("Cessation  of my  Engagement).  In the  event the  Company  is  unable,  after
reasonable effort, to secure my signature on any document or documents needed to
apply for or enforce any Right  relating  to  Proprietary  Information  or to an
Invention,  whether because of my physical or mental incapacity or for any other
reason whatsoever,  I hereby  irrevocably  designate and appoint the Company and
its duly authorized  officers and agents as my agents and  attorneys-in-fact  to
act for and in my  behalf  and  stead in the  execution  and  filing of any such
application and in furthering the application for and enforcement of Rights with
the same legal force and effect as if such acts were  performed  by me. I hereby
acknowledge that all original works of authorship that are made by me (solely or
jointly with others) within the scope of my Engagement and which are protectable
by copyright  are "works for hire" as that term is defined in the United  States
Copyright Act (17 USCA, Section 101).

            2.  Confidentiality.  At all times,  both during my  Engagement  and
after the  Cessation  of my  Engagement,  whether the  cessation is voluntary or
involuntary,  for any  reason or no  reason,  or by  disability,  I will keep in
strictest  confidence  and trust  all  Proprietary  Information,  and I will not
disclose or use or permit the use or disclosure of any  Proprietary  Information
or Rights  pertaining to Proprietary  Information,  or anything related thereto,
without the prior written consent of the Company,  except as may be necessary in
the ordinary  course of performing my duties for the Company.  I recognize  that
the  Company has  received  and in the future will  receive  from third  parties
(including  Business  Partners) their  confidential  or proprietary  information
subject to a duty on the Company's part to maintain the  confidentiality of such
information and to use it only for certain limited purposes.  I agree that I owe
the Company and such third  parties  (including  Business  Partners),  during my
Engagement and thereafter,  a duty to hold all such  confidential or proprietary
information  in

<PAGE>

the  strictest  confidence,  and I will not disclose or use or permit the use or
disclosure of any such confidential or proprietary information without the prior
written  consent of the  Company,  except as may be  necessary  in the  ordinary
course of  performing  my duties for the Company  consistent  with the Company's
agreement with such third party.

            3. Noncompetition and Nonsolicitation. During my Engagement, and for
a period  of two (2) years  after the  Cessation  of my  Engagement,  I will not
directly or indirectly, whether alone or in concert with others or as a partner,
officer, director,  consultant, agent, employee or stockholder of any company or
commercial  enterprise,  directly or  indirectly,  engage in any activity in the
United States or Canada that the Company shall determine in good faith is or may
be in competition with the Company  concerning its work in the Business.  During
my  Engagement  and for a period of two (2)  years  after  the  Cessation  of my
Engagement,  I will not,  either  directly  or  indirectly,  either  alone or in
concert with others,  solicit or encourage  any employee of or consultant to the
Company to leave the Company or engage  directly or  indirectly  in  competition
with the Company in the Business.  During my Engagement  and for a period of two
(2) years after the Cessation of my Engagement, I agree not to plan or otherwise
take any preliminary steps, either alone or in concert with others, to set up or
engage in any business  enterprise that would be in competition with the Company
in the Business.  The following  shall not be deemed to be competitive  with the
Company: (i) my ownership of stock, partnership interests or other securities of
any entity not in excess of two percent  (2%) of any class of such  interests or
securities which is publicly traded; and (ii) my continued research  engagements
for academic institutions.

            4. Delivery of Company  Property and Work  Product.  In the event of
the  Cessation of my  Engagement,  I will deliver to the Company all  biological
materials,  devices, records, sketches,  reports,  memoranda,  notes, proposals,
lists, correspondence, equipment, documents, photographs, photostats, negatives,
undeveloped film, drawings, specifications,  tape recordings or other electronic
recordings,  programs,  data and  other  materials  or  property  of any  nature
belonging to the Company or its clients or  customers,  and I will not take with
me, or allow a third party to take, any of the foregoing or any  reproduction of
any of the foregoing.

            5.  No  Conflict.   I  represent,   warrant  and  covenant  that  my
performance of all the terms of this Agreement and the  performance of my duties
for the Company does not and will not breach any agreement to keep in confidence
proprietary  information  acquired by me in  confidence  or in trust prior to my
Engagement. I have not entered into, and I agree that I will not enter into, any
agreement, either written or oral, in conflict herewith.

            6. No Use of  Confidential  Information.  I  represent,  warrant and
covenant  that I have not  brought  and will not bring with me to the Company or
use in my  Engagement  any materials or documents of a former  employer,  or any
person  or  entity  for  which I have  acted  as an  independent  contractor  or
consultant,  that  are not  generally  available  to the  public,  unless I have
obtained written authorization from any such former employer, person or firm for
their  possession  and use. I  understand  and agree that,  in my service to the
Company,  I am not to breach any  obligation of  confidentiality  that I have to
former employers or other persons.

<PAGE>

            7.  Equitable  Relief.  I acknowledge  that  irreparable  injury may
result to the Company from my  violation or continued  violation of the terms of
this Agreement  and, in such event, I expressly  agree that the Company shall be
entitled,  in addition to damages and any other remedies  provided by law, to an
injunction or other  equitable  remedy  respecting  such  violation or continued
violation by me.

            8.  Severability.  If any  provision  of  this  Agreement  shall  be
determined  by any  court  of  competent  jurisdiction  to be  unenforceable  or
otherwise  invalid as written,  the same shall be enforced and  validated to the
extent permitted by law. All provisions of this Agreement are severable, and the
unenforceability  or invalidity of any single  provision hereof shall not affect
the remaining provisions.

            9. Miscellaneous.  This Agreement shall be governed by and construed
under the laws of the State of New York applied to contracts  made and performed
wholly  within  such  state.  No implied  waiver of any  provision  within  this
Agreement shall arise in the absence of a waiver in writing,  and no waiver with
respect to a specific  circumstance,  event or occasion  shall be construed as a
continuing  waiver  as to  similar  circumstances,  events  or  occasions.  This
Agreement,  together with the Advisory Board Agreement dated this date, contains
the sole and entire agreement and  understanding  between the Company and myself
with respect to the subject  matter hereof and supersedes and replaces any prior
agreements  to the extent any such  agreement  is  inconsistent  herewith.  This
Agreement can be amended, modified, released or changed in whole or in part only
by a written agreement executed by the Company and myself.  This Agreement shall
be binding  upon me, my heirs,  executors,  assigns and  administrators,  and it
shall inure to the benefit of the Company and each of its successors or assigns.
This  Agreement  shall be effective as of the first day of my being  retained to
render services to the Company,  even if such date precedes the date I sign this
Agreement.

            10.  Thorough  Understanding  of Agreement.  I have read all of this
Agreement and  understand it completely,  and by my signature  below I represent
that this  Agreement is the only  statement  made by or on behalf of the Company
upon which I have relied in signing this Agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed on the
date written below.

DATED: March 2, 2004                         Director:


                                             -----------------------------------
                                             Name: Michael Lax
                                             Address: 1303 Ridge Road
                                                      Laurel Hollow, NY 11791

                                             PHASE III MEDICAL, INC.


                                             By:
                                                --------------------------------
                                                Mark Weinreb, President