Amendment to Senior Scientific Advisor Letter Agreement between Phase III Medical, Inc. and Wayne A. Marasco, M.D., Ph.D.

Summary

This amendment updates the original agreement between Phase III Medical, Inc. and Dr. Wayne A. Marasco, extending his role as Senior Scientific Advisor by one year, until August 11, 2008. It adjusts his annual salary for each year of the term, guarantees a minimum annual bonus, removes his right to a percentage of company revenues, and specifies that accrued compensation will be paid after the company raises at least $1.5 million in new financing. All other terms of the original agreement remain unchanged.

EX-10.3 6 a4952796ex103.txt EXHIBIT 10.3 Exhibit 10.3 PHASE III MEDICAL, INC. 330 South Service Road Suite 120 Melville, New York 11747 ###-###-#### August 12, 2005 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: This letter agreement shall serve as an amendment (the "Amendment") to your letter agreement (the "Letter Agreement") with Phase III Medical, Inc. (the "Company") dated August 12, 2004 to serve as the Company's Senior Scientific Advisor. The terms of this Amendment were unanimously approved by the Board of Directors of the Company on May 4, 2005, subject to the approval of the Company's shareholders, which was obtained on July 20, 2005. The Letter Agreement is hereby amended as follows: 1. The Term is hereby extended from August 11, 2007 to August 11, 2008. 2. The annual salary to which you are entitled under the Letter Agreement during the Term shall be equal to $110,000, $125,000 and $150,000, respectively, for each of the years ended August 11, 2006, August 11, 2007 and August 11, 2008. 3. Under the Letter Agreement, you shall be entitled to an annual minimum bonus of $12,000 during the Term, payable in January of each year during the Term, commencing in January 2006. 4. Eliminated in its entirety is your right to receive 5% of all collected revenues derived from the Company's royalty or other revenue sharing agreements (which right was subject to the limitation that the amount of such additional cash compensation and your annual salary do not exceed, in the aggregate, $200,000 per year). 5. Your right to begin receiving all accrued but unpaid cash compensation under the Letter Agreement shall commence upon the Company's consummation of any financing, whether equity or otherwise, pursuant to which the Company raises a minimum of $1,500,000 after the Commencement Date. Except as provided herein, the Letter Agreement shall remain unchanged. Unless otherwise defined herein, initially capitalized terms used herein shall have the meaning set forth in the Letter Agreement. For our records, I would appreciate your countersigning the attached copy of this Amendment and returning the same to me at your earliest convenience. Sincerely, /s/ Mark Weinreb Mark Weinreb, President & CEO Accepted and agreed to: /s/ Wayne A. Marasco Wayne A. Marasco, M.D., Ph.D.