0001157523-05-007466 Sample Contracts

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Catherine M. Vaczy 140 East 28th Street #11C New York, New York 10016 Phase III Medical, Inc. 330 South Service Road Suite 120 Melville, New York 11747 Attention: Mark Weinreb, President & CEO August 12, 2005 Dear Mark: As you know, pursuant to the...
Phase Iii Medical Inc/De • August 15th, 2005 • Insurance carriers, nec

As you know, pursuant to the terms of my employment agreement with Phase III Medical, Inc. (the "Company") dated April 20, 2005 (the "Employment Agreement"), I have been accruing my salary as to 50% since April 20, 2005. This letter is being written to confirm our agreement, as approved by the Board at their meeting yesterday, that (i) I will cease to accrue salary as of October 1, 2005 and will as of that date begin to receive payment of my salary solely in cash in accordance with the Company's standard payroll practices, and (ii) I will accept in payment of my salary accruing during the period that commenced on April 20, 2005 and will end on September 30, 2005, shares (the "Shares") of the common stock, $.001 par value (the "Common Stock") of the Company. With respect to the portion of my salary that has accrued from April 20, 2005 through August 12, 2005, the price per share will be $.06, the closing price of the Common Stock today. For the portion of my salary that will accrue from

PHASE III MEDICAL, INC. 330 South Service Road Suite 120 Melville, New York 11747 631.574.4955
Phase Iii Medical Inc/De • August 15th, 2005 • Insurance carriers, nec
PHASE III MEDICAL, INC. 330 South Service Road Suite 120 Melville, New York 11747 631.574.4955 August 12, 2005
Phase Iii Medical Inc/De • August 15th, 2005 • Insurance carriers, nec
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