Exhibit 10.5


     STOCK OPTION AGREEMENT, made as of the 20th day of July 2005 (the
"Agreement"), between Phase III Medical, Inc., a Delaware corporation (the
"Company"), and _______________ (the "Optionee").

     WHEREAS, the Company has adopted the 2003 Equity Participation Plan, as
amended (the "Plan").

     WHEREAS, Optionee serves as the Company's __________.

     NOW, THEREFORE, in consideration of the foregoing, the Company hereby
grants to the Optionee the right and option to purchase Common Shares under and
pursuant to the terms and conditions of the Plan and upon and subject to the
following terms and conditions:

         1. GRANT OF OPTION; VESTING. The Company hereby grants to the Optionee
the right and option (the "Option") to purchase up to __________________
(____________) Common Shares of the Company (the "Option Shares") during the
period commencing on the date hereof and terminating at 5:00 P.M. on July 19,
2015 (the "Expiration Date"). The Option shall vest and become exercisable as to
_______ shares on the date hereof; as to an additional _______ shares on July
20, 2006 and as to the remaining ______ shares on July 20, 2007.

         2. NATURE OF OPTION. The Option is [not] intended to meet the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended,
relating to "incentive stock options".

         3. EXERCISE PRICE. The exercise price of each of the Option Shares
shall be six cents ($.06) (the "Exercise Price"). The Company shall pay all
original issue or transfer taxes on the exercise of the Option.

         4. EXERCISE OF OPTIONS. The Option shall be exercised in accordance
with the provisions of the Plan. In addition to the permissible methods of
exercise provided for in the Plan, the Optionee may elect to have the Company
reduce the number of shares otherwise issuable to him upon exercise of the
Option by a number of shares having a fair market value (determined in
accordance with the provisions of the Plan) equal to the Exercise Price of the
Option being exercised (a "Net Exercise"). As soon as practicable after the
receipt of notice of exercise and payment of the Option Price as provided for in
the Plan, or upon a Net Exercise, the Company shall tender to the Optionee
certificates issued in the Optionee's name evidencing the number of Option
Shares covered thereby.


         5. RELOAD OPTIONS. In the event the Exercise Price is paid by delivery
of Common Shares (as provided for in Section 13(b)(ii) of the Plan) or through a
Net Exercise, the Optionee shall receive, contemporaneously with the payment of
the Exercise Price in such manner, and in accordance with the provisions of the
Plan, a reload stock option to purchase that number of Common Shares equal to
the sum of (i) the number of Common Shares used to exercise the Option (or not
issued in the case of a Net Exercise) and (ii) the number of Common Shares used
to satisfy any tax withholding incident to the exercise of the Option, as
provided for in the Plan.






         6. TERMINATION OF EMPLOYMENT. The Option shall remain exercisable until
the Expiration Date notwithstanding any termination or cessation of employment
with the Company or its subsidiaries for any reason whatsoever.

         7. INCORPORATION BY REFERENCE. The terms and conditions of the Plan are
hereby incorporated by reference and made a part hereof.

         8. NOTICES. Any notice or other communication given hereunder shall be
deemed sufficient if in writing and hand delivered or sent by registered or
certified mail, return receipt requested, addressed to the Company, c/o
Lowenstein Sandler PC, 65 Livingston Avenue, Roseland, New Jersey 07068-1791,
Attention Alan Wovsaniker, Esq. and to the Optionee at the address indicated
below. Notices shall be deemed to have been given on the date of hand delivery
or mailing, except notices of change of address, which shall be deemed to have
been given when received.

         9. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective legal representatives,
successors and assigns.

         10. ENTIRE AGREEMENT. This Agreement, together with the Plan, contains
the entire understanding of the parties hereto with respect to the subject
matter hereof and may be modified only by an instrument executed by the party
sought to be charged.

                  [Remainder of page intentionally left blank]




     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.


                                 PHASE III MEDICAL, INC.

                                 By:
                                    --------------------------------------------
                                     Mark Weinreb
                                     President and CEO


                                    --------------------------------------------
                                    Signature of Optionee


                                    --------------------------------------------
                                    Name of Optionee

                                    --------------------------------------------
                                    Address of Optionee