Exhibit 10.8

                             PHASE III MEDICAL, INC.

                        RESTRICTED STOCK GRANT AGREEMENT


               This Restricted Stock Grant Agreement (the "Agreement"), dated as
of the "Award Date" set forth in the attached Exhibit A, is entered into between
Phase III  Medical,  Inc.,  a  Delaware  corporation  (the  "Company"),  and the
individual identified in Exhibit A (the "Awardee").

               WHEREAS,  the Company desires to provide the Awardee an incentive
to participate in the success and growth of the Company through the holding of a
proprietatry interest in the Company; and

               WHEREAS, to give effect to the foregoing intentions,  the Company
desires to grant the Awardee a restricted stock award of shares of the Company's
common stock,  par value $0.001 per share (the "Common  Stock")  pursuant to the
Phase III Medical, Inc. 2003 Equity Participation Plan, as amended (the "Plan");

               NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants
hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows:

               1. Grant.  The  Company  hereby  grants the Awardee a  restricted
stock award (the  "Award")  with respect to the number of shares of Common Stock
set forth in Exhibit A (such shares being referred to herein as the  "Restricted
Shares").  The Award and the Restricted Shares shall be subject to the terms and
conditions set forth in this Agreement and the provisions of the Plan, the terms
of which are incorporated  herein by reference.  Capitalized  terms used but not
otherwise defined herein shall have the meanings as set forth in the Plan.

               2. Lapsing  Forfeiture  Provisions.  Subject to the terms of this
Agreement,  the Awardee  shall forfeit the  Restricted  Shares to the extent set
forth in  Exhibit  A  immediately  upon  Awardee's  termination  of  employment,
directorship  and/or consultancy with the Company prior to the date(s) set forth
in Exhibit A. Restricted  Shares, to the extent forfeited,  shall be immediately
returned to the Company.

               3.  Transfer  Restrictions.  Prior  to  the  satisfaction  of the
conditions set forth in Exhibit A, the Awardee shall not sell, assign, pledge or
otherwise transfer  (voluntarily or involuntarily) any of the Restricted Shares.
Upon  satisfaction  of the  conditions  set forth in  Exhibit A with  respect to
Restricted  Shares,  the transfer  restrictions  set forth in this Section shall
lapse with  respect to the  Restricted  Shares  for which  such  conditions  are
satisfied.  As a condition of the grant of this award, Awardee shall be required
to execute a stock power in blank in the form of Exhibit B hereto  with  respect
to any shares issued pursuant to this Agreement.

               4.  Adjustment  of  Shares.  Notwithstanding  anything  contained
herein to the contrary, in the event of any change in the Company's Common Stock
resulting  from a  corporate  transaction  including,  but  not  limited  to,  a
subdivision or consolidation,  reorganization,  recapitalization,  merger, share
split,  reverse share split,  share  distribution,  combination of shares or the
payment of a share dividend,  the Restricted Shares shall be treated in the same
manner in any such  transaction as other Common Stock. Any Common Stock or other
securities  received by the Awardee as a result of such transaction with respect
to the Restricted Shares shall be subject to the restrictions and conditions set
forth herein and in the attached Exhibit A.

               5. Rights as Stockholder. Except as provided by Section 3 hereof,
the Awardee shall be entitled to all of the rights of a stockholder with respect
to the Restricted  Shares as of the Award Date,  including,  but not limited to,
the right to vote such  shares and  receive  dividends  and other  distributions
payable with respect to same.


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<PAGE>

               6.  Escrow  of  Share   Certificates.   As  soon  as   reasonably
practicable after the Award Date, the Company shall issue stock  certificates in
the   Awardee's   name  that   correspond   to  the   Restricted   Shares   (the
"Certificates"),  and shall hold such  Certificates  in escrow for the Awardee's
benefit,  properly  endorsed  for  transfer,  until such time as the  Restricted
Shares are  forfeited  to the Company or all  restrictions  thereon  lapse.  The
Company  shall not be liable for any act it may do or fail to do with respect to
the holding of the Certificates in escrow  hereunder,  provided it acts or fails
to act in good faith and in the exercise of its sound judgment.

               7. Legend. The Certificates shall bear the following legend:

               THE SHARES OF STOCK  REPRESENTED  HEREBY ARE SUBJECT TO THE TERMS
               AND  CONDITIONS  (INCLUDING  FORFEITURE  CONDITIONS  AND TRANSFER
               RESTRICTIONS)  CONTAINED  IN A RESTRICTED  STOCK AWARD  AGREEMENT
               BETWEEN  PHASE III MEDICAL,  INC. AND THE HOLDER AND THE TERMS OF
               THE PHASE III MEDICAL,  INC. 2003 EQUITY  PARTICIPATION  PLAN, AS
               EACH MAY BE AMENDED FROM TIME TO TIME.  A COPY OF SUCH  AGREEMENT
               IS ON FILE IN THE  OFFICE  OF THE  GENERAL  COUNSEL  OF PHASE III
               MEDICAL, INC.

               8. Section 83(b) Election.  The Awardee hereby  acknowledges that
the Awardee has been informed that, with respect to the Restricted  Shares,  the
Awardee may file an election with the Internal Revenue  Service,  within 30 days
of the execution of this  Agreement,  electing  pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, (the "Code") to be taxed currently on
any difference  between the purchase  price of the  Restricted  Shares and their
fair market  value on the date of  purchase.  Absent such an  election,  taxable
income will be measured  and  recognized  by the Awardee at the time or times at
which the forfeiture restrictions on the Restricted Shares lapse. The Awardee is
strongly  encouraged to seek the advice of his own tax consultants in connection
with the issuance of the  Restricted  Shares and the  advisability  of filing an
election under Section 83(b) of the Code.  Upon filing an election under Section
83(b) of the Code, Awardee shall promptly provide a copy of such election to the
Company.  A form of Election under Section 83(b) is attached hereto as Exhibit C
for reference.

               THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S, BUT RATHER
THE  AWARDEE'S  SOLE  RESPONSIBILITY  TO FILE THE ELECTION  UNDER  SECTION 83(b)
TIMELY.

               Circular 230 Disclaimer:  To ensure  compliance with requirements
imposed by the IRS,  any U.S.  federal tax advice  contained  in this  Agreement
(including any attachments) is not intended or written to be used, and cannot be
used, for the purpose of (i) avoiding  tax-related  penalties under the Internal
Revenue Code or (ii)  promoting,  marketing or recommending to another party any
transaction or tax-related matter(s) addressed herein.

               9. Government  Regulations.  Notwithstanding  anything  contained
herein  to  the  contrary,   the  Company's   obligation  to  issue  or  deliver
certificates  evidencing the Restricted  Shares shall be subject to the terms of
all  applicable  laws,  rules  and  regulations  and to  such  approvals  by any
governmental agencies or national securities exchanges as may be required.

               10.  Withholding  Taxes.  The  Company  shall  have the  right to
require the Awardee to remit to the Company, or to withhold from amounts payable
to the Awardee,  as compensation or otherwise,  an amount  sufficient to satisfy
all federal,  state and local withholding tax requirements  (including,  without
limitation,  any tax resulting from (i) the expiration of restrictions set forth
hereunder  that are applicable to any  particular  Restricted  Shares or (ii) an
election made by the Awardee under Section 83(b) of the Code).

               11. Investment Purpose.  The Awardee agrees not to sell, transfer
or otherwise  dispose of such shares unless they are either (1) registered under
the  Securities  Act of 1933 and all applicable  state  securities  laws, or (2)
exempt from such registration in the opinion of Company counsel, and consents to
the  Company's  placing  of the  legend  set  forth  in  Section  7 above on the
certificates summarizing such securities law restrictions.



                                       23

<PAGE>

               12.  Awardee  Representations.  The Awardee has reviewed with his
own tax advisors the federal,  state,  local and foreign tax consequences of the
transactions  contemplated by this  Agreement.  The Awardee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents,  if any, made to the Awardee.  The Awardee  understands  that the
Awardee (and not the Company)  shall be  responsible  for the  Awardee's own tax
liability  arising  as  a  result  of  the  transactions  contemplated  by  this
Agreement.

               13.  Employment.  Neither  this  Agreement  nor any action  taken
hereunder  shall be  construed  as giving the  Awardee  any right of  continuing
employment by the Company.

               14. Notices. Notices or communications to be made hereunder shall
be in writing and shall be delivered in person, by registered mail, by confirmed
facsimile  or by a  reputable  overnight  courier  service to the Company at its
principal  office or to the Awardee at his address  contained  in the records of
the Company.

               15.  Governing Law. This Agreement  shall be construed  under the
laws of the State of New Jersey, without regard to conflict of laws principles.

               16.  Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between the parties hereto with respect to the subject matter hereof,
and supersedes all prior agreements and  understandings  relating to the subject
matter of this Agreement.

               17.  Binding  Effect.  This  Agreement  shall be binding upon and
inure to the  benefit  of the  Company  and the  Awardee  and  their  respective
permitted successors,  assigns, heirs,  beneficiaries and representatives.  This
Agreement  is  personal  to the  Awardee  and may not be assigned by the Awardee
without the prior consent of the Company.  Any attempted assignment in violation
of this Section shall be null and void.

               18. Amendment.  This Agreement may be amended or modified only by
a written instrument executed by both the Company and the Awardee.

               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
Agreement or caused their duly  authorized  officer to execute this Agreement as
of the date first written above.

                                             PHASE III MEDICAL, INC.


                                             By: /S/ Catherine Vaczy
                                                 -------------------
                                                 Name: Catherine Vaczy
                                                 Title: EVP



                                             AWARDEE



                                             /S/ Mark Weinreb
                                             ----------------
                                             Mark Weinreb



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<PAGE>

                                    EXHIBIT A



1.       (a).  Awardee's Name:          Mark Weinreb
                              -----------------------------------

         (b).  Awardee's Social Security Number:
                                                -----------------

         (c).  Award Date:              July 20, 2005
                          ---------------------------------------

         (d).  Number of Restricted Shares Granted:   3,000,000
                                                   --------------

         (e).  Vesting Requirements: The Restricted Shares shall become vested,
               and the restrictions applicable to Restricted Shares shall lapse
               over a period of two years, as follows:

               -----------------------------------------------------------------
               Restrictions applicable to the       Shall lapse on the following
               following Number of Restricted       date; provided that the
               Shares:                              Awardee is in the employ of,
                                                    is a director of, or is a
                                                    consultant to, the Company
                                                    on such date:
               -----------------------------------------------------------------
                      1,000,000                          July 20, 2005
               -----------------------------------------------------------------
                      1,000,000                          July 20, 2006
               -----------------------------------------------------------------
                      1,000,000                          July 20, 2007
               -----------------------------------------------------------------

               Notwithstanding  the  foregoing,  in  the  event  of  a  complete
               liquidation or a merger or consolidation (as set forth in Section
               19 of the Plan) while the Awardee is in the employ of, a director
               of, or is a consultant to, the Company, the Board of Directors of
               the Company may provide  written  notice to the Awardee  that all
               non-vested  options and Restricted  Shares granted under the Plan
               shall thereupon be vested and the restrictions  applicable to all
               Restricted Shares shall thereupon lapse.

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<PAGE>
                                    EXHIBIT B

                                   STOCK POWER

               FOR VALUE  RECEIVED,  Mark Weinreb  hereby  sells,  assigns,  and

transfers unto Phase III Medical, Inc. 2,000,000 shares of common stock of Phase

III Medical,  Inc. issued pursuant to, and subject to the terms of, that certain

Restricted  Stock Grant  Agreement by and between the Company and Mark  Weinreb,

dated July 20, 2005,  standing in his/her name on the books of said  corporation

represented  by  Certificate  No.  ___  herewith,  and does  hereby  irrevocably

constitute  and appoint  _____________________  as his  attorney to transfer the

said stock on the books of said  corporation  with full power of substitution in

the premises.

Dated:
      --------------------



                                  ----------------------------------
                                  Mark Weinreb

In the presence of:


------------------------------



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<PAGE>
                                    EXHIBIT C

                          ELECTION UNDER SECTION 83(b)
                      OF THE INTERNAL REVENUE CODE OF 1986

     The undersigned taxpayer hereby makes an election pursuant to Section 83(b)
of the Internal Revenue Code of 1986, as amended,  and the Treasury  Regulations
thereunder (the  "Regulations"),  and in connection with this election  supplies
the following information:

1.   The name,  address and taxpayer  identification  number of the  undersigned
are:

               Name:
                       -----------------------------------
               Address:
                       ---------------------------------------------------------
               Social Security Number:   -  -
                                      --- -- ----

2.   The election is being made with respect to ________  shares of common stock
(the  "Stock")  of  Phase  III  Medical,   Inc.,  a  Delaware  corporation  (the
"Company").

3.   The  date on  which  the  Stock  was  transferred  to the  undersigned  was
____________,  200__.  The taxable year for which this election is being made is
calendar year 200__.

4.   The property is subject to the following restrictions:

     The  above-mentioned  shares  may not be  transferred  and are  subject  to
     forfeiture  under the terms of an  agreement  between the  taxpayer and the
     Company.   These  restrictions  lapse  upon  the  satisfaction  of  certain
     conditions contained in such agreement.

     Disposition  of the Stock is also  subject to  restrictions  imposed  under
     applicable  federal and state  securities  laws  regulating the transfer of
     unregistered securities.

5.   The fair  market  value of the  Stock at the time of  transfer  (determined
without  regard to any lapse  restriction,  as  defined in  ss.1.83-3(i)  of the
Regulations) was $___________.

6.   The  undersigned did not pay any amount for the Stock.  Therefore,  $______
(the full fair market  value of the Stock  stated  above) is  includible  in the
undersigned's gross income as compensation for services.

7.   A copy of this  election  has been  furnished to the Company as required by
ss.1.83-2(d) of the Regulations.


Dated:                                              ----------------------------
      -------------------------                     Taxpayer signature


<PAGE>

                 INSTRUCTIONS FOR FILING SECTION 83(B) ELECTION

     Attached is a form of election under section 83(b) of the Internal  Revenue
Code. If you wish to make such an election,  you should complete,  sign and date
the election and then proceed as follows:

1.  Execute  three  counterparts  of your  completed  election  (plus  one extra
counterpart for each person other than you, if any who receives property that is
the  subject  of your  election),  retaining  at least  one  photocopy  for your
records.

2. Send one  counterpart to the Internal  Revenue  Service Center with which you
will file your Federal income tax return for the current year (e.g., Holtsville,
New York for New Jersey residents) via certified mail, return receipt requested.
THE  ELECTION  SHOULD  BE SENT  IMMEDIATELY,  AS YOU ONLY  HAVE 30 DAYS FROM THE
ISSUANCE/PURCHASE/GRANT  DATE  WITHIN  WHICH TO MAKE THE  ELECTION - NO WAIVERS,
LATE FILINGS OR EXTENSIONS ARE PERMITTED.

3.  Deliver one  counterpart  of the  completed  election to the Company for its
files.

4. If anyone  other than you (e.g.,  one of your family  members)  will  receive
property that is the subject of your  election,  deliver one  counterpart of the
completed election to each such person.

5. Attach one  counterpart of the completed  election to your Federal income tax
return for this year when you file that return next.



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