
                            SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                                (Amendment No. _)

Filed by the Registrant |X|
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

| |   Preliminary Proxy Statement
[ ]   Confidential, for Use of the Commission Only (as permitted by Rule
      14a-6(e)(2))
[X]   Definitive Proxy Statement
[ ]   Definitive Additional Materials
[ ]   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                           Corniche Group Incorporated
               ---------------------------------------------------
(Name of Registrant as Specified in Its Charter)

               ---------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

[ ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

      (1)   Title of each class of securities to which transaction applies:

            _______________________________________________________________

      (2)   Aggregate number of securities to which transaction applies:

            _______________________________________________________________

      (3)   Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined):

            _______________________________________________________________

      (4)   Proposed maximum aggregate value of transaction:

            _______________________________________________________________

      (5)   Total fee paid:

            _______________________________________________________________

[ ]   Fee paid previously with preliminary materials.

[ ]   Check box if any part of the fee is offset as  provided  by  Exchange  Act
      Rule 0-11 (a) (2) and identify the filing for which the offsetting fee was
      paid  previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.


<PAGE>

      1.    Amount Previously Paid:

            _______________________________________________________________

      2.    Form, Schedule or Registration Statement No.:

            _______________________________________________________________

      3.    Filing Party:

            _______________________________________________________________

      4.    Date Filed:

            _______________________________________________________________


                                      -2-
<PAGE>

                           CORNICHE GROUP INCORPORATED

           330 South Service Road, Suite 120, Melville, New York 11747

                  NOTICE OF 2003 ANNUAL MEETING OF STOCKHOLDERS

                                  July 24, 2003

To the Stockholders of CORNICHE GROUP INCORPORATED:

      The Annual Meeting of Stockholders of Corniche Group Incorporated, will be
held at the Corporation's offices at 330 South Service Road, Melville, New York,
on July 24,  2003,  at 10:00  A.M.  (New York  City  time)  for the  purpose  of
considering and acting upon the following matters:

      1. Election of two directors;

      2.  Consideration  of and  vote to  approve  the  proposed  change  of the
Corporation's name to "Phase III Medical, Inc.";

      3.  Consideration  of and vote to approve  the  proposed  increase  in the
number of shares of the  Corporation's  authorized  Common Stock from 75,000,000
shares to 250,000,000 shares;

      4.  Consideration  of and vote to approve  the  Corporation's  2003 Equity
Participation  Plan and the options granted  thereunder to the Corporation's new
president and director;

      5.  Transaction  of such other  business as may  properly  come before the
meeting or any adjournment thereof.

      The Board of Directors has fixed the close of business on June 10, 2003 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting or any adjournment or adjournments thereof.

      Your  proxy  vote is  important.  Whether  or not you expect to attend the
meeting in person,  you are urged to mark,  sign,  date and return the  enclosed
proxy in the enclosed prepaid envelope.

      Your  attention is directed to the Proxy  Statement  which is set forth on
the following pages.

                                             By Order of the Board of Directors,

                                             Mark Weinreb, President

June 30, 2003


<PAGE>

                           CORNICHE GROUP INCORPORATED
                        330 South Service Road, Suite 120
                            Melville, New York 11747
                                  631.574.4999

                                 PROXY STATEMENT

                         ANNUAL MEETING OF STOCKHOLDERS
                                  July 24, 2003

                              SOLICITATION OF PROXY

      The enclosed  proxy is being mailed and solicited on or about the 30th day
of June,  2003,  by and on behalf of the Board of  Directors  of Corniche  Group
Incorporated  (the  "Corporation"),  whose principal  executive office is at 330
South Service Road, Suite 120,  Melville,  New York 11747, for use in connection
with the Annual Meeting of  Stockholders to be held at 10:00 A.M. (New York City
time) on July 24,  2003 at the  Corporation's  offices  and at any  adjournments
thereof.  The  matters  to be  considered  and acted  upon at such  meeting  are
referred to in the  preceding  Notice and are more fully  discussed  below.  All
shares  represented by proxies which are returned  properly signed will be voted
as specified on the proxy card.  If choices are not specified on the proxy card,
the shares will be voted in favor of the Board's  nominees  for  director  named
herein, the change of the Corporation's  name, the increase in the Corporation's
authorized  Common  Stock,  and the  adoption of the  Corporation's  2003 Equity
Participation  Plan and the options granted to the  Corporation's  new president
and director thereunder. The By-Laws of the Corporation require that the holders
of a majority of the total  number of shares  entitled to vote at the meeting be
represented in person or by proxy in order for the business of the meeting to be
transacted with respect to such matters.

      The cost of this solicitation will be paid by the Corporation. In addition
to soliciting  proxies by mail, the Corporation may make requests for proxies by
telephone,  telegraph or  messenger,  or by personal  solicitation  by officers,
directors or employees of the  Corporation at nominal cost to the Corporation or
by any  one or more of the  foregoing  means.  The  Corporation  will  reimburse
brokers,  dealers,  banks and others  authorized  by the  Corporation  for their
reasonable expenses in forwarding proxy solicitation  material to the beneficial
owner of shares.

                               REVOCATION OF PROXY

      A proxy  may be  revoked  by a  stockholder  by giving  written  notice of
revocation  to the Secretary of the  Corporation,  by filing a later dated proxy
with the Secretary at any time prior to its exercise,  or by voting in person at
the meeting.  The presence at the meeting of a stockholder who has given a proxy
does not revoke the proxy unless the stockholder files a notice of revocation or
votes by written ballot.


<PAGE>

                                STOCK OUTSTANDING

      On June 10,  2003,  there were  outstanding  and  entitled  to vote at the
Annual Meeting  23,050,085  shares of Common Stock, par value,  $.001 per share.
Holders of record of Common  Stock at the close of  business  on June 10,  2003,
will be entitled to one vote for each share held on all matters  properly coming
before  the  meeting.  Holders  of  shares of the  Corporation's  Series A $0.07
Convertible  Preferred Stock, par value $.01 per share, are not entitled to vote
on any of the matters described in this Proxy Statement.

      There is no right to cumulate votes in the election of directors.  Holders
of the  Common  Stock  will not have any  dissenters'  rights  of  appraisal  in
connection with any of the matters to be voted on at the Meeting.

      The  presence in person or by proxy of the  holders of shares  entitled to
cast a majority of the votes of all shares  entitled to vote will  constitute  a
quorum for  purposes of  conducting  business at the  Meeting.  Assuming  that a
quorum  is  present,  directors  will  be  elected  by  a  plurality  vote.  The
ratification  of all other  proposals  will  require the  affirmative  vote of a
majority  of the  shares  present  and  entitled  to vote with  respect  to such
proposal.  Pursuant to Delaware corporate law,  abstentions and broker non-votes
will be counted for the purpose of  determining  whether a quorum is present and
do not have an effect on the election of directors.  Abstentions, but not broker
non-votes,  are  treated as shares  present and  entitled  to vote,  and will be
counted as a "no" vote.  Broker  non-votes  are treated as not entitled to vote,
and so reduce the absolute  number,  but not the  percentage of votes needed for
approval of a matter.

                                  PROPOSAL ONE

                              ELECTION OF DIRECTORS

      The size of the  Board  Directors  has  been  fixed  at two  members.  Two
individuals  have been  nominated  by the Board for election as directors at the
forthcoming  Annual  Meeting,  to hold office until the next annual  meeting and
until their  successors are elected and have  qualified.  Shares  represented by
proxies which are returned properly signed will be voted for the nominees unless
the  stockholder  indicates  on the proxy that  authority  to vote the shares is
withheld  for one or more or for all of the  nominees  listed.  Should a nominee
become unable to serve as a director (which is not anticipated),  the proxy will
be voted for the election of a substitute nominee who shall be designated by the
Board.

      Information   with  respect  to  each  nominee   including  the  principal
occupation of each for the past five years,  positions and offices held with the
Corporation, membership on other boards of directors and age is set forth below.
There are no family  relationships among any of the Corporation's  directors and
officers.   For  information  with  respect  to  beneficial   ownership  of  the
Corporation's  Common Stock, see "Voting Securities of Certain Beneficial Owners
and Management."


                                      -2-
<PAGE>

Mark Weinreb, 50
Director since February 2003

      Mr.  Weinreb  joined the  Corporation  on  February 6, 2003 as a Director,
Chief  Executive  Officer and President.  In 1976, Mr. Weinreb joined Bio Health
Laboratories,  Inc., a state-of-the-art  medical diagnostic laboratory providing
clinical  testing  services  for  physicians,   hospitals,   and  other  medical
laboratories.  He progressed to become the laboratory  administrator in 1978 and
then an owner and the  laboratory's  COO in 1982.  Here he oversaw all technical
and business facets,  including  finance,  laboratory science technology and all
the additional support departments. He left Bio Health Labs in 1989 when he sold
the business to a NYSE biotechnology  company.  In 1992, Mr. Weinreb founded Big
City Bagels,  Inc., a national  chain of franchised  upscale bagel  bakeries and
became Chairman and Chief Executive Officer. The company went public in 1995 and
in 1999 he  redirected  the  company  and  completed  a merger  with an Internet
service  provider.  In 2000, Mr. Weinreb became the Chief  Executive  Officer of
Jestertek,  Inc., a 12-year old software  development company pioneering gesture
recognition   and  control  using  advanced   inter-active   proprietary   video
technology. In 2002, he left Jestertek after arranging additional financing. Mr.
Weinreb received a Bachelor of Arts degree in 1975 from Northwestern  University
and a Master of Science degree in 1982 in Medical Biology,  from C.W. Post, Long
Island University.

Wayne Marasco, 49
Director since June 2003

      Dr. Wayne A.  Marasco,  M.D.,  Ph.D.  joined the Board in June 2003. He is
Associate  Professor  in the  Department  of  Cancer  Immunology  & AIDS  at the
Dana-Farber  Cancer  Institute  and  Associate  Professor  of  Medicine  in  the
Department of Medicine,  Harvard  Medical  School,  and has been associated with
both  institutions  for  over  five  years.  Dr.  Marasco  is a  board-certified
physician  specializing  in the treatment of infectious  diseases.  His clinical
sub-specialty is in the treatment of immunocompromised  (cancer, bone marrow and
solid organ  transplants) and HIV-1 infected  patients.  Dr. Marasco is also the
principal  investigator  of a Harvard Medical School based clinical gene therapy
trial for the treatment of advanced HIV-1-infection and AIDS.

The Board of Directors

      During the year ended  December 31, 2002,  the Board of Directors held six
meetings,  the Audit Committee held four meetings and the Compensation Committee
held one meeting. During 2002, all members of the Board of Directors attended at
least 75% of all meetings of the Board of Directors and  committees of the Board
of Directors of which such director was a member. The Corporation did not have a
Nominating  Committee.  It does  not  currently  have an  Audit  Committee  or a
Compensation  Committee,  but intends to form such  committees when it increases
the size of the Board.


                                      -3-
<PAGE>

      The  functions  which would be  performed by a  Nominating  Committee  are
performed  by  the  Board  as a  whole.  The  Board  will  consider  stockholder
recommendations  regarding  candidates for director  submitted in writing to the
Chairman of the Board of the  Corporation.  Stockholders  wishing to submit such
recommendations  may do so by sending a written  notice to the  Secretary of the
Corporation  together with  supporting  information a reasonable  period of time
prior to the mailing of the Corporation's Proxy Statement for the related Annual
Meeting.

Voting Securities of Certain Beneficial Owners and Management

      The following table sets forth, as to the number of shares of Common Stock
beneficially  owned, as of June 10, 2003 , by (i) each beneficial  owner of more
than five percent of the  outstanding  Common  Stock,  (ii) each  current  named
executive  officer and  director  and (iii) all current  executive  officers and
directors of the Corporation as a group. All shares are owned both  beneficially
and of record  unless  otherwise  indicated.  Unless  otherwise  indicated,  the
address of each beneficial owner is c/o Corniche Group  Incorporated,  330 South
Service Road, Suite 120, Melville, New York 11747.

              Number and Percentage of Shares of Common Stock Owned

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                                                  Percentage of Common
 Name and Address of            # of Shares Beneficially        Stock Beneficially Owned
  Beneficially Owner                     Owned                       (See Note 1)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
<S>                                     <C>                                <C>
 Pictet & Cie Nominees
 Cie 29 Blvd.
 Georges Favon 1204
 Geneve Switzerland                     2,670,000                          11.6%
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
 Joel San Antonio
 56 North Stanwich Road
 Greenwich, CT  06831                   3,752,500                          16.3%
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
 Mark Weinreb (2)                       2,540,000                           9.9%
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
 Wayne A. Marasco                         300,000                           1.3%
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
 All current directors, officers
 and nominees as a group
 (two persons)(2)                       2,840,000                          11.0%
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
</TABLE>

Notes:

      (1)   Based on 23,050,085  shares of common stock  outstanding on June 10,
            2003.
      (2)   Includes 2,500,000 currently  exercisable options to purchase common
            stock, subject to shareholder approval.
      (3)   Includes 300,000  currently  exercisable  options to purchase common
            stock granted on June 3, 2003, subject to shareholder approval.


                                      -4-
<PAGE>

Certain Relationships and Related Transactions

      Through  November  2001  Warrantech  Corporation  ("Warrantech")  acted as
claims  administrator  for  the  Corporation's  extended  warranty  and  service
business and was paid  administrative fees of $48,506 and $29,611 in fiscal 2001
and 2000 respectively. No administrative fees were paid in fiscal 2002. Joel San
Antonio,  a former  Chairman of the Board of Directors of the  Corporation and a
principal stockholder of the Corporation,  is also a significant stockholder and
Chief  Executive  Officer,  President  and Chairman of the Board of Directors of
Warrantech.

Executive Compensation

      The following table sets forth the aggregate  compensation paid during the
three  years  ended  December  31,  2002 to the  Corporation's  Chief  Executive
Officer.  No other  executive  officer  of the  Corporation  earned in excess of
$100,000 for services rendered during fiscal 2002.

                           Summary Compensation Table

<TABLE>
<CAPTION>
                                                                  Annual            Long-Term              Other
                                                            Compensation         Compensation       Compensation

 Name and Principal Position        Notes     Fiscal              Salary        Options/SAR's          All other
                                                Year                                                Compensation
<S>                                <C>          <C>              <C>                   <C>              <C>
 Robert F. Benoit                  (1)(2)       2002              33,077                    -           $ 27,000
 Chief Executive Officer                        2001             109,960                    -              6,000
 (Appointed March 1, 2000)                      2000              96,154               75,000              5,800
</TABLE>

Notes:

      (1)   Fiscal 2002  relates to the period  ended April 22,  2002,  when Mr.
            Benoit left the Corporation.
      (2)   All other  compensation  comprises  monthly  automobiles  allowances
            totaling  $2,000 and a compromise and settlement  payment of $25,000
            in fiscal  2002.  All  other  compensation  in fiscal  2001 and 2000
            comprises monthly automobile allowances.


                                      -5-
<PAGE>

Option/SAR Grants in Last Fiscal Year

      None
Employment Agreements

      On  February  6,  2003 Mr.  Weinreb  was  appointed  President  and  Chief
Executive  Officer  of the  Corporation  and  the  Corporation  entered  into an
employment  agreement with Mr. Weinreb.  The employment agreement has an initial
term of three years,  with automatic annual  extensions unless terminated by the
Corporation or Mr.  Weinreb at least 90 days prior to an applicable  anniversary
date. The Corporation has agreed to pay Mr. Weinreb an annual salary of $180,000
for the initial year of the term,  $198,000 for the second year of the term, and
$217,800  for the third year of the term.  In  addition,  he is  entitled  to an
annual  bonus in the amount of $20,000  for the initial  year in the event,  and
concurrently  on the date,  that the Corporation has received debt and/or equity
financing in the aggregate  amount of at least $1,000,000 since the beginning of
his  service,  and  $20,000  for  each  subsequent  year  of the  term,  without
condition.

      In addition,  the  Corporation,  pursuant to its newly adopted 2003 Equity
Participation  Plan, entered into a Stock Option Agreement with Mr. Weinreb (the
"Initial Option Agreement"). Under the Initial Option Agreement, the Corporation
granted Mr. Weinreb the right and option,  exercisable for 10 years, to purchase
up to 2,500,000 shares of the Corporation's common stock at an exercise price of
$0.03 per share and  otherwise  upon the terms set forth in the  Initial  Option
Agreement,  subject to shareholder  approval. In addition, in the event that the
closing  price of the  Corporation's  common stock  equals or exceeds  $0.50 per
share  for  any  five  (5)  consecutive  trading  days  during  the  term of the
employment  agreement  (whether during the initial term or an annual extension),
the  Corporation  has  agreed to grant to Mr.  Weinreb,  on the day  immediately
following  the end of the five (5) day period,  an option for the purchase of an
additional  2,500,000 shares of the  Corporation's  common stock for an exercise
price of $0.50 per share,  pursuant to the 2003 Equity  Participation Plan and a
Stock  Option  Agreement  to be entered  into  between the  Corporation  and Mr.
Weinreb containing substantially the same terms as the Initial Option Agreement,
except  for the  exercise  price  and that the  option  would be  treated  as an
"incentive  stock option" for tax purposes only to the maximum extent  permitted
by law (the  "Additional  Option  Agreement").  The  Corporation  has  agreed to
promptly  file  with the  Securities  and  Exchange  Commission  a  Registration
Statement  on Form S-8 (the  "Registration  Statement")  pursuant  to which  the
issuance of the shares covered by the 2003 Equity Participation Plan, as well as
the resale of the common  stock  issuable  upon  exercise of the Initial  Option
Agreement, are registered.  Additionally,  the Corporation has agreed, following
any  grant  under  the  Additional   Option   Agreement,   to  promptly  file  a
post-effective  amendment to the  Registration  Statement  pursuant to which the
common stock issuable upon exercise thereof shall be registered for resale.  Mr.
Weinreb  has  agreed  that  he  will  not  resell  publicly  any  shares  of the
Corporation's  common stock  obtained upon exercise of


                                      -6-
<PAGE>

any Initial  Agreement or the  Additional  Option  Agreement  prior to the first
anniversary of the date of the employment agreement.

      In April 2002 the  Company  terminated  its  relationship  with  Robert F.
Benoit,  who was its Chief  Executive  Officer through April 22, 2002. In August
2002 the Company
entered  into a  settlement  agreement  with Mr.  Benoit  pursuant  to which the
Company made a lump sum payment of $25,000 to Mr. Benoit.

      To secure Dr.  Marasco's  service as a director,  the Company  granted Dr.
Marasco  the right and  option,  exercisable  for 10 years,  to  purchase  up to
300,000  shares of the Company's  common stock at an exercise price of $0.05 per
share. In addition,  in the event that the closing price of the Company's common
stock  equals or exceeds  $0.50 per share for any five (5)  consecutive  trading
days  during  his term as a  director,  the  Company  has agreed to grant to Dr.
Marasco  an option  for the  purchase  of an  additional  100,000  shares of the
Company's common stock for an exercise price of $0.50 per share. Dr. Marasco has
agreed that he will not resell publicly any shares of the Company's common stock
obtained upon exercise of either of these options prior to the first anniversary
of the date of his election to the board.

Director Compensation

      Directors who are employees of the  Corporation do not receive  additional
compensation  for  serving  as  directors.  Directors  of  the  Corporation  are
reimbursed for out-of-pocket expenses incurred in their capacity as directors of
the Corporation.  If the proposal with respect to the 2003 Equity  Participation
Plan is approved,  non-employee  directors will receive stock options thereunder
of 300,000  shares upon  joining the Board and 50,000  shares per year each year
thereafter.  All  options  will be granted at fair  market  value on the date of
grant and have a one year  vesting  period.  The Board  granted  Dr.  Marasco an
option to purchase  300,000  shares of common stock at a price of $.05 per share
on June 3, 2003,  subject to  shareholder  approval of the Equity  Participation
Plan proposal.

Section 16 - Beneficial Ownership Compliance

      Section  16(a)  of the  Securities  Exchange  Act  of  1934  requires  the
Corporation's  directors  and  officers,  and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file initial reports
of  ownership  and  reports of  changes in  ownership  with the  Securities  and
Exchange  Commission.  These persons are required by the Securities and Exchange
Commission to furnish the  Corporation  with copies of all Section 16(a) reports
that  they  file.  Based  solely  on our  review of these  reports  and  written
representations  furnished to us, we believe that in 2002 each of the  reporting
persons complied with these filing requirements.


                                      -7-
<PAGE>

                                  PROPOSAL TWO

                          CHANGE OF CORPORATION'S NAME

        Proposal to Amend the Corporation's Certificate of Incorporation
                 to Change its Name to "Phase III Medical, Inc."

      On February 6, 2003,  the  Corporation's  Board of  Directors  unanimously
approved, subject to stockholder approval, a change of the Corporation's name to
"Phase III Medical, Inc."

      The Company has been exploring  business  plans that may involve  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. There
can be no assurance that any such business plan developed by the Company will be
successful. The Corporation's Board of Directors believes that the change of the
Corporation's  name is  appropriate  in light of the change in the nature of the
Corporation's business.

      If  the   proposed   amendment  is  adopted  by  the   stockholders,   the
Corporation's  Certificate  of  Incorporation  will be amended,  as reflected in
Exhibit A, to effect the name change as promptly as practicable.

      The Board of Directors OF THE CORPORATION recommends that the stockholders
of the Corporation vote "For" this proposal.

      After the proposed name change becomes effective, it will NOT be necessary
for  stockholders to surrender their present Corniche Group  Incorporated  stock
certificates.

                                 PROPOSAL THREE

                     Proposed Amendment to the Corporation's
               Certificate of Incorporation to Increase the Number
                      of Authorized Shares of Common Stock

      The Corporation's Certificate of Incorporation presently provides that the
authorized  capital stock of the  Corporation  consists of 75,000,000  shares of
Common  Stock,  par value $.001 per share,  and  5,000,000  shares of  Preferred
Stock, par value $.01 per share. On February 6, 2003, the Corporation's Board of
Directors  unanimously  approved,  subject  to the  stockholders'  approval,  an
amendment to the  Corporation's  Certificate  of  Incorporation  to increase the
number of authorized


                                      -8-
<PAGE>

shares of Common  Stock to  250,000,000.  The  number  of  authorized  shares of
Preferred Stock would remain at 5,000,000.

      Of  the  Corporation's  75,000,000  authorized  shares  of  Common  Stock,
23,050,085 shares were issued and outstanding as of June 10, 2003. At that date,
the Corporation had also reserved for issuance a total of 15,000,000  additional
shares of Common Stock available for future awards  (including the 2,500,000 and
300,000  share  options  granted to the  Corporation's  President  and director,
respectively)  under the Corporation's 2003 Equity  Participation Plan, approval
of which is being requested at the Meeting. See "Proposal Four - Approval of the
or in the Group Incorporated 2003 Equity Participation Plan".

      In addition, the Corporation has reserved 100,000 shares for issuance upon
conversion of the Corporation's Series B Preferred Stock,  approximately 130,800
shares for issuance  upon  conversion  of the  Corporation's  Series A Preferred
Stock and 44,000  shares  issuable  upon the exercise of Common Stock  warrants.
Finally,  as of June 10, 2003 the  Corporation  has reserved  375,000 shares for
issuance to holders of a series of promissory notes sold in September 2002.

      The Board of Directors  also believes  that the Common Stock  Amendment is
advisable  in  order  to  have   additional   shares   available  for  potential
acquisitions,  to  maintain  the  Corporation's  financing  and  capital-raising
flexibility,  to have shares  available  for use for employee  benefit plans and
other corporate purposes.  Based on the Corporation's  current cash position and
efforts to change its line of business,  the  Corporation  will have the need to
raise significant capital in the near term.

      As of the date of this Proxy Statement, there are no present agreements or
arrangements  for the  issuance  of any of the  additional  shares that would be
authorized by the Common Stock Amendment.

      Adoption of the Common Stock Amendment would enable the Board of Directors
from time to time to issue  additional  shares of Common Stock for such purposes
and such  consideration  as the Board of Directors may approve  without  further
approval of the Corporation's stockholders,  except as may be required by law or
the rules of the Nasdaq National Market or any national  securities  exchange on
which the shares of Common Stock are at the time listed.  The proposed  increase
in the number of authorized shares of Common Stock is not intended to prevent or
impede a change in control of the Corporation.  Further,  the Corporation is not
aware of any current effort to acquire control of the Corporation.  However, the
issuance of additional shares of Common Stock could have the effect of delaying,
deferring  or  preventing  a  change  of  control  of the  Corporation  and  may
discourage  bids for the Common  Stock at a premium over the  prevailing  market
price. In addition, the issuance of additional shares of Common Stock could also
have a dilutive  effect on earnings per share and on the equity and voting power
of existing holders of Common Stock.


                                      -9-
<PAGE>

      There are no  preemptive  rights  with  respect to the Common  Stock.  The
additional authorized shares of Common Stock would have the identical powers and
rights as the shares now authorized.  Under Delaware law,  stockholders will not
have any  dissenter's  or appraisal  rights in connection  with the Common Stock
Amendment.  If the Common Stock  Amendment is approved by the  stockholders,  it
will become effective upon the Corporation's executing, acknowledging and filing
a Certificate of Amendment required by the General  Corporation Law of the State
of Delaware in the form annexed as Exhibit A.

                   THE BOARD OF DIRECTORS RECOMMENDS THAT THE
                STOCKHOLDERS OF THE CORPORATION VOTE "FOR" THIS
                                   PROPOSAL.

                                  PROPOSAL FOUR

                                 APPROVAL OF THE
                           CORNICHE GROUP INCORPORATED
                         2003 EQUITY PARTICIPATION PLAN

      The Board of Directors adopted the Corporation's 2003 Equity Participation
Plan (the "Equity Plan") on February 6, 2003, subject to stockholder approval at
the annual meeting.  The Board of Directors  approved the Equity Plan to reserve
15,000,000 shares of the  Corporation's  Common Stock for grant of stock options
and other performance  incentives to the Corporation's  employees,  non-employee
directors, consultants and advisors. The following is a brief description of the
material  features of the Equity  Plan.  Such  description  is  qualified in its
entirety by reference to the Equity Plan, a copy of which is attached  hereto as
Exhibit B to this Proxy Statement.

      Also on February 6, 2003,  the Board of Directors  approved the grant of a
stock option to Mark Weinreb upon his election as President of the  Corporation.
The  Corporation  granted Mr. Weinreb the right and option,  exercisable  for 10
years, to purchase up to 2,500,000 shares of the  Corporation's  common stock at
an  exercise  price of $0.03 per share,  subject  to  shareholder  approval.  In
addition,  in the event that the closing price of the Corporation's common stock
equals or  exceeds  $0.50 per share for any five (5)  consecutive  trading  days
during the term of the employment  agreement (whether during the initial term or
an annual extension), the Corporation has agreed to grant to Mr. Weinreb, on the
day immediately  following the end of the five (5) day period, an option for the
purchase of an additional 2,500,000 shares of the Corporation's common stock for
an exercise price of $0.50 per share,  pursuant to the 2003 Equity Participation
Plan.  That  option  would be treated as an  "incentive  stock  option"  for tax
purposes,  but only to the  extent  permitted  by law.  Approval  of the  Equity
Participation  Plan will also  constitute  approval of the option  grants to Mr.
Weinreb.  On  February 6, 2003,  the closing bid price for the Common  Stock was
$0.03.


                                      -10-
<PAGE>

      The Company  granted Dr. Marasco the right and option,  exercisable for 10
years,  to purchase up to 300,000  shares of the  Company's  common  stock at an
exercise  price of $0.05 per share.  In addition,  in the event that the closing
price of the  Company's  common stock equals or exceeds  $0.50 per share for any
five (5) consecutive trading days during his term as a director, the Company has
agreed to grant to Dr.  Marasco  an option  for the  purchase  of an  additional
100,000 shares of the Company's  common stock for an exercise price of $0.50 per
share. Dr. Marasco has agreed that he will not resell publicly any shares of the
Company's  common stock  obtained upon exercise of either of these options prior
to the first  anniversary  of the date of his election to the board.  On June 3,
2003, the closing bid price for the Common Stock was $0.13.

Purpose.

      The  purpose of the  Equity  Plan is to provide  long-term  incentives  to
select  employees,  non-employee  directors,  consultants  and  advisors  of the
Corporation  to  encourage  them to devote their  abilities  and industry to the
success of the Corporation.

Shares and Incentives Available Under the Equity Plan.

      The Equity Plan provides for grants of stock options,  stock  appreciation
rights,  and restricted stock. An aggregate of 15,000,000 shares of Common Stock
are  authorized  for  issuance  under the  Equity  Plan,  which  amount  will be
proportionately  adjusted in the event of certain  changes in the  Corporation's
capitalization,  a merger, or a similar transaction. Such shares may be treasury
shares, newly issued shares, or shares purchased from stockholders expressly for
use under the Plan. As of June 10, 2003, the closing sale price per share of the
Common Stock on the OTC Bulletin Board was $0.10.

Eligibility.

      The  persons  eligible to receive  awards  under the Equity Plan are those
persons  who are,  or who have  agreed to  become,  officers  or  employees  of,
non-employee directors of, or consultants or advisers to, the Corporation or any
parent or subsidiary corporation of the Corporation; provided, however, that (i)
only employees are eligible to receive  incentive stock options under the Equity
Plan;  and (ii)  consultants  and advisors will be allowed to receive  grants of
nonstatutory stock options or restricted stock only if the consultant or advisor
is a natural  person (or an entity  wholly-owned  by the consultant or advisor),
who is or will be  providing  bona fide  services to the  Corporation,  and such
services are not in connection with the offer or sale of securities in a capital
raising  transaction  and do not  directly or  indirectly  promote or maintain a
market for the  Corporation's  securities.  The  Corporation  intends to form an
Advisory Board and grant options under the Equity Plan to individuals  who agree
to serve as advisors.


                                      -11-
<PAGE>

Determination of Eligibility; Administration of the Equity Plan.

      The  Equity  Plan  is  administered  by the  Board  of  Directors  or by a
committee  consisting  of at least two people  chosen by the Board of  Directors
(the "Plan  Committee").  The Equity Plan provides  that the Plan  Committee has
full discretion and authority to (i) select eligible  persons to receive awards,
and (ii) determine the type and number of awards to be granted and the number of
shares of Common Stock to which awards will relate.  The Plan  Committee  has no
discretion,  however, to select the non-employee directors to whom stock options
will be granted under the Equity Plan, or to set the number of shares subject to
such  options  or the  exercise  price of such  options.  Any action of the Plan
Committee with respect to the  interpretation  and construction of any provision
of the Plan, or of any stock option,  or with respect to any restricted stock is
final,  conclusive and binding on all parties,  including the  Corporation,  its
stockholders  and its  employees.  The Equity Plan  provides that members of the
Plan Committee will not be liable for any act or determination  taken or made in
good faith in their capacities as such members and will be fully  indemnified by
the  Corporation,  to the extent permitted by law, with respect to such acts and
determinations.

Types of Awards.

      Stock Options.  The Plan Committee is authorized to grant stock options to
employees,  non-employee directors, consultants, and advisors of the Corporation
or any of its parent or subsidiary  corporations.  The Plan  Committee may grant
both  incentive  stock  options  ("ISOs"),  as defined  under Section 422 of the
Internal Revenue Code (the "Code"),  and  non-qualified  stock options under the
Equity Plan.  However,  only  employees  are allowed to receive ISO grants.  The
terms and  conditions of grants of stock  options  granted under the Equity Plan
are set forth in a written agreement (the "Option Agreement").

      The purchase  price per share  subject to an ISO is not less than the fair
market  value of a share of Common  Stock on the date of grant,  except  that it
must be at least 110% of the fair market value on the date of grant with respect
to ISOs granted to a 10% stockholder.  The purchase price per share subject to a
nonqualified  stock  option may be less than the fair market value of a share of
Common Stock on the date of grant,  and will be determined by the Plan Committee
at the time the option is granted.  If options are granted with exercise  prices
below fair market value,  however,  deductions for compensation  attributable to
the exercise of such options  could be limited by Code Section  162(m).  See "--
Federal Income Tax Consequences." The term "fair market value" on any date means
the closing sales price, or if not available, the closing bid price per share on
such date on the OTC Bulletin Board. The aggregate fair market value, determined
at the time of grant,  of the shares of Common  Stock with respect to which ISOs
are  exercisable  for the first time by an optionee during any calendar year may
not exceed $100,000.

      The maximum  term of each  option,  the times at which each option will be
exercisable,  and the vesting schedule,  if any,  associated with a stock option
grant generally are fixed by the Plan Committee,  except that no option may have
a term


                                      -12-
<PAGE>

exceeding  ten  years,  or five  years  in the case of an ISO  granted  to a 10%
stockholder.  Unless  otherwise  provided in the Option  Agreement,  options are
fully vested and  exercisable on grant.  Notwithstanding  the foregoing,  if the
Board of Directors of the Corporation approves a plan of complete liquidation or
a merger or certain consolidation  transactions,  the Plan Committee may, in its
sole discretion,  and upon written notice to an optionee, provide that an option
must be exercised  within  twenty days  following  the date of such notice or it
will be  terminated.  In the event that such  notice is given,  the option  will
become  immediately  exercisable  in  full  to  the  extent  it is  not  already
exercisable.

      Options may be exercised by providing  written  notice to the Secretary of
the Corporation, specifying the number of shares to be purchased and accompanied
by payment for such shares,  and  otherwise in  accordance  with the  applicable
Option Agreement.  Payment may be made, in the discretion of the Plan Committee,
in (i) cash, (ii) other shares of Common Stock,  (iii) a combination of cash and
a promissory note, or (iv) through a combination of these methods.

      If an optionee pays the option price with shares of Common Stock, the Plan
Committee  may, in its  discretion,  grant the  optionee an option with a reload
feature.  A reload  stock  option,  which will be granted to the optionee at the
same time that  payment  is  received  on the  option  exercise,  will allow the
participant  to purchase  (i) the number of shares of Common  Stock equal to the
sum of the number of shares used to exercise the original  option (or the number
of shares not  received if the  optionee  paid the option  price by  receiving a
reduced  number  of shares on  exercise),  or (ii) in the case of  non-qualified
stock  options,  the number of shares of Common  Stock  used to satisfy  any tax
withholding requirement related to the exercise of such option.  Generally,  the
terms and  provisions  of the Equity Plan will apply to any reload  option.  The
term of a reload option will be equal to the remaining  term of the option which
gave rise to the reload option.

      Stock  Appreciation  Rights.  The Plan  Committee is  authorized  to grant
awards  of stock  appreciation  rights  ("SARs"),  either at the same time as or
subsequent to an option grant; provided, however, that SARs granted with respect
to an ISO must always be granted at the same time that the ISO is  granted.  The
grant of a SAR will be evidenced by a written  agreement.  SARs may be exercised
by providing written notice to the Secretary of the Corporation,  specifying the
number of shares with respect to which the SAR is being exercised.  The exercise
of a SAR will cancel and  terminate  the right to  purchase  an equal  number of
shares of Common Stock covered by the related option. Likewise, upon exercise or
termination of any related  option,  the SAR will terminate to the extent of the
number of shares of Common Stock as to which the related option was exercised or
terminated.

      The amount of payment that an optionee  will be entitled to upon  exercise
of a SAR is 100% of the  amount,  if any,  by which the fair  market  value of a
share of Common Stock on the exercise date exceeds the exercise  price per share
of the related option (minus any amount  necessary to satisfy the  Corporation's
obligation


                                      -13-
<PAGE>

to withhold taxes).  Such payment may be made, at the Corporation's  discretion,
in either cash or shares of Common Stock.

      Restricted  Stock.  The Plan  Committee is  authorized  to grant awards of
restricted stock to employees, non-employee directors, consultants and advisors.
A  restricted  stock award is a grant of shares of Common Stock which may not be
sold or  disposed  of,  and  which  may be  forfeited  in the  event of  certain
terminations of employment or service,  until the restrictions  specified by the
Plan Committee lapse.  Grants of restricted stock will be evidenced by a written
agreement.  An  individual  granted  restricted  stock  generally has all of the
rights of a  stockholder  of the  Corporation.  The Plan  Committee  may  modify
outstanding  awards of restricted stock provided that the modification  does not
adversely  alter or impair the holder's  rights or  obligations  under the award
without  his or her  consent.  The Plan  Committee  also has the  discretion  to
determine how dividends related to shares of restricted stock will be paid. When
the  restrictions  imposed on an award lapse,  the Plan Committee will deliver a
stock certificate for the shares, free of any restrictions, to the individual.

Non-Employee Directors.

      Newly elected or appointed  non-employee directors of the Corporation will
receive an option  under the Equity  Plan to purchase  300,000  shares of Common
Stock at an exercise  price equal to the fair market  value of a share of Common
Stock  upon  election  by  the  stockholders  or  appointment  by the  Board  of
Directors,  as  the  case  may  be.  In  addition,  each  of  the  Corporation's
non-employee  directors  will receive an annual option grant to purchase  50,000
shares of Common  Stock on the date of the  Corporation's  annual  stockholder's
meeting; provided;  however, that no director may receive more than one grant in
any calendar year.

Transferability of Awards.

      Grants of stock options and other awards are  generally  not  transferable
except by will or by the laws of descent and  distribution,  or to a  designated
beneficiary upon the participant's death, except that the Plan Committee may, in
its  discretion,  permit  transfers of  nonstatutory  stock options (and related
SARs)  for  estate  planning  or  other  purposes   subject  to  any  applicable
restrictions under federal securities laws. The Corporation  intends to register
the shares of Common Stock  issuable  under the Equity Plan under the Securities
Act of 1933 if the Plan is ratified by the shareholders.

Effect of Termination of Employment or Service.

      Except as  otherwise  provided in the Option  Agreement,  (i) in the event
that a participant's employment or service with the Corporation or its parent or
subsidiary  corporations is terminated for cause or voluntarily by the employee,
non-employee  director,  consultant  or  advisor,  then the option  will  expire
immediately,  (ii) in the event that a participant's  employment or service with
the  Corporation  or its parent or subsidiary  corporations  terminates  for any
reason other than death or disability


                                      -14-
<PAGE>

(including  retirement),  then  such  option  may be  exercised,  to the  extent
exercisable  on the date of  termination,  at any time within three months after
such  termination,  but in no event after the stated  expiration  of the option,
(iii) in the event  that a  participant  dies  while  employed  by or  providing
service to the  Corporation  or its parent or subsidiary  corporations,  or dies
within three months  after  termination  of  employment  or service,  other than
voluntarily  or for  cause,  then the  option  may be  exercised,  to the extent
exercisable  on the date of death,  by the estate of the employee,  non-employee
director,  consultant or advisor or by his  beneficiary,  at any time within one
year after the date of such death,  but in no event after the stated  expiration
of the option,  and (iv) in the event that a  participant  ceases  employment or
service  because of a  permanent  or total  disability  (within  the  meaning of
Section  22(e)(3)  of the  Code)  while  employed  by,  or  while  serving  as a
non-employee  director,  consultant or advisor to, the Corporation or its parent
or  subsidiary  corporations,  then the option may be  exercised,  to the extent
exercisable  on the date of  termination,  at any  time  within  one year  after
termination  of  employment  or service due to the  disability,  but in no event
after the stated expiration of the option.

      A grantee of shares of restricted  stock will forfeit all unvested shares,
if any,  at such time as the  grantee  is no longer  employed  by, or  providing
service to, the Corporation or its parent or subsidiary corporations.

Amendment, Suspension or Termination of the Equity Plan.

      The Equity Plan will  terminate  on February 6, 2013.  Prior to that date,
the Board of Directors may amend, modify, suspend or terminate the Plan, subject
to  stockholder  approval  when  required  by law. No  amendment,  modification,
suspension  or  termination  may  adversely  affect the rights of  participants,
without their consent, under any outstanding awards or grants of options.

Federal Income Tax Consequences of Options and Awards.

      The  following  is  a  brief   description   of  the  federal  income  tax
consequences  generally  arising with respect to the grant of options and awards
pursuant to the Equity  Plan.  This  summary is based on the Code,  regulations,
rulings  and  decisions  now in  effect,  all of which are  subject to change by
legislation,  administrative  action or judicial  decision.  This  discussion is
intended for the  information  of  stockholders  considering  how to vote at the
Annual  Meeting and not as tax guidance to  individuals  who  participate in the
Equity Plan.

      ISOs. In general,  an optionee  granted an ISO will not recognize  taxable
income upon the grant or the  exercise of the ISO. The excess of the fair market
value of shares of  Common  Stock  received  upon  exercise  of the ISO over the
exercise price is, however, a tax preference item which can result in imposition
of the  alternative  minimum  tax. The  optionee's  "tax basis" in the shares of
Common Stock  acquired upon  exercise of the ISO generally  will be equal to the
exercise  price paid by the  optionee,  except in the case in which the optionee
pays the  exercise  price by  delivery of the shares of Common  Stock  otherwise
owned by the optionee (as discussed below).


                                      -15-
<PAGE>

      If the  shares  acquired  upon  the  exercise  of an ISO  are  held by the
optionee  for the "ISO  holding  period" of at least two years after the date of
grant and one year  after the date of  exercise,  the  optionee  will  recognize
long-term  capital  gain or loss  upon the sale of the ISO  shares  equal to the
amount realized upon such sale minus the optionee's tax basis in the shares, and
such optionee will not recognize any taxable ordinary income with respect to the
ISO. As a general  rule,  if an optionee  disposes of the shares  acquired  upon
exercise  of an ISO  before  satisfying  both  holding  period  requirements  (a
"disqualifying  disposition"),  the gain recognized on the  disposition  will be
taxed as ordinary income equal to the lesser of (i) the fair market value of the
shares at the date of exercise of the ISO minus the  optionee's tax basis in the
shares,  or (ii) the amount realized upon the  disposition  minus the optionee's
tax basis in the shares.  Any gain in excess of the amount  realized as ordinary
income is capital gain.  Certain  transactions are not considered  disqualifying
dispositions   including  certain  exchanges,   transfers   resulting  from  the
optionee's death, and pledges and hypothecations of ISO shares.

      Non-qualified   stock  options.   In  general,   an  optionee   granted  a
non-qualified  stock option will not recognize  taxable income upon the grant of
the non-qualified  stock option.  Upon the exercise of the  non-qualified  stock
option (including an option intended to be an ISO but which has not continued to
so qualify at the time of  exercise),  the  optionee  generally  will  recognize
taxable  ordinary  income in an  amount  equal to the fair  market  value of the
shares at the time of exercise minus the exercise  price,  and the optionee will
have a tax basis in the shares  equal to the fair market  value of the shares at
the time of exercise.  A subsequent sale of the shares by the optionee generally
will result in  short-term  or long-term  capital gain or loss equal to the sale
price of such shares minus the optionee's tax basis in such shares.

      In  the  event  that  an  optionee   forfeits  an  unexercised  ISO  or  a
non-qualified  stock option (or portion of such  option),  the optionee will not
recognize a loss for federal income tax purposes.

      Stock  Appreciation  Rights.  In general,  an optionee  will not recognize
taxable income upon the grant of a stock  appreciation  right. Upon the exercise
of the right, the optionee  generally will recognize  taxable ordinary income in
an amount equal to the fair market value of any shares and/or cash received.

      Restricted  stock.  Because  restricted  stock  will be  restricted  as to
transferability  and subject to a substantial risk of forfeiture for a period of
time  after  being  awarded,  a  participant  generally  will not be  subject to
taxation at the time of such award.  The  participant  generally  must recognize
ordinary  income  equal to the fair market value of the shares at the first time
the restricted  stock becomes  transferable or not subject to a substantial risk
of  forfeiture.  A participant  may,  however,  elect to be taxed at the time of
award  of  restricted  stock  rather  than  upon  lapse  of the  restriction  on
transferability  or substantial risk of forfeiture.  If a participant makes such
an election but subsequently  forfeits the restricted stock, he or she would not
be entitled to any tax deduction, including a capital loss, for the value of the
shares on which he or she previously paid tax.


                                      -16-
<PAGE>

      Compensation Deduction Limitation. Code Section 162(m) generally disallows
a public  company's tax deduction for  compensation  paid to the Chief Executive
Officer,  or to the other four most highly  compensated  officers,  in excess of
$1,000,000 in any tax year.  Compensation  that qualifies as  "performance-based
compensation"  is excluded  from the  $1,000,000  deductibility  cap, if various
requirements  are satisfied.  The  Corporation  intends that options (other than
non-qualified  stock  options with  respect to which the exercise  price is less
than the fair market value of the shares  subject to such options on the date of
grant) and certain other awards granted to employees whom the Committee  expects
to be covered  employees at the time a deduction  arises in connection with such
awards,  qualify as  "performance-based  compensation," so that such awards will
not be subject to the deductibility cap.

      Withholding.  The Corporation has the right to deduct from all awards paid
in cash or from other wages paid to an employee of the Corporation, any federal,
state, or local taxes required by law to be withheld with respect to awards, and
the  employee or other  person  receiving  shares  under the Equity Plan will be
required  to pay to the  Corporation  the  amount  of any such  taxes  which the
Corporation is required to withhold with respect to such shares.

      THE  BOARD OF  DIRECTORS  RECOMMENDS  THAT THE  STOCKHOLDERS  VOTE FOR THE
APPROVAL  OF THE  CORPORATION'S  2003 EQUITY  PARTICIPATION  PLAN AND THE OPTION
GRANT TO THE NEW PRESIDENT AND DIRECTOR.

                  ACCOUNTING FEES AND OTHER ACCOUNTING MATTERS

      Audit  Fees.  The  Corporation  was  billed  $28,490  for the audit of the
Corporation's  annual financial  statements for the year ended December 31, 2002
and for the review of the  financial  statements  included in the  Corporation's
Quarterly Reports on Form 10-Q filed during 2002.

      Financial  Information Systems Design Implementation Fees. The Corporation
was billed $0 for any professional  services described in Paragraph (c) (4) (ii)
of Rule 2-01 of the SEC's  Regulation  S-X (in general,  information  technology
services)  rendered by the  Corporation's  principal  accountant during the year
ended December 31, 2002.

      All Other Fees. The Corporation  was billed $1,572 for non-audit  services
(other  than  the  non-audit   services   described   above)   rendered  by  the
Corporation's principal accountant during the year ended December 31, 2002.

      Other Matters. The Board of Directors has considered whether the provision
of information  technology  services and other non-audit  services is compatible
with maintaining the independence of the Corporation's principal accountant.

      Of the time expended by the  Corporation's  principal  accountant to audit
the  Corporation's  financial  statements  for the year ended December 31, 2001,
less than


                                      -17-
<PAGE>

50% of such time  involved  work  performed by persons  other than the principal
accountant's full-time, permanent employees.

                         INDEPENDENT PUBLIC ACCOUNTANTS

      The Corporation  engaged Weinick Sanders  Leventhal & Co., LLP ("Weinick")
as its  independent  accountants as of August 12, 1998. The  Corporation had not
consulted  with  Weinick  regarding  any  matters  or  events  set forth in Item
304(a)(2)(i) and (ii) of Regulations S-K.

      On  May  7,  2001,   the   Corporation   and  Weinick   terminated   their
client/auditor relationship.  The reports of Weinick on the financial statements
of the  Corporation  for the prior two fiscal years contained no adverse opinion
or disclaimer  of opinion and were not qualified or modified as to  uncertainty,
audit scope or accounting principles.  The Corporation's Audit Committee and its
Board of  Directors  participated  in and  approved  the  decision to  terminate
Weinick as independent auditors. In connection with its audits for the prior two
fiscal years and through May 7, 2001, there were no  disagreements  with Weinick
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure or auditing scope or procedure, which disagreements,  if not resolved
to the  satisfaction  of Weinick,  would have caused  Weinick to make  reference
thereto in its report on the  financial  statements  for such years.  During the
prior two fiscal years and through May 7, 2001,  there have been no  "reportable
events" as described in Item 304(a)(1)(v) of Regulation S-K.

      The Corporation engaged Travis, Wolff & Corporation,  L.L.P. ("Travis") as
its new independent accountants as of May 7, 2001. Such appointment was approved
by the Corporation's Audit Committee and its Board of Directors.  During the two
most  recent  fiscal  years and  through May 7, 2001,  the  Corporation  has not
consulted  with  Travis  regarding  any  matters  or  events  set  forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.

      Representatives of Travis are expected to be present at the Annual Meeting
of Stockholders, to make a statement, if they desire to do so, and to respond to
appropriate questions.

                             STOCKHOLDER PROPOSALS

Any  proposal  intended  to be  presented  by a  stockholder  at the 2004 Annual
Meeting  of  Stockholders  must  be  received  by  the  Company  at  the  at the
Corporation's  principal  executive offices,  330 South Service Road, Suite 120,
Melville, New York 11747 no later than the close of business on March 3, 2004 to
be considered  for inclusion in the Proxy  Statement for the 2004 Annual Meeting
and by May 16,  2004 in order  for the  proposal  to be  considered  timely  for
consideration  at next  year's  Annual  Meeting  (but not  included in the Proxy
Statement for such meeting).


                                      -18-
<PAGE>

                                 ANNUAL REPORTS

      The  Corporation's  Annual  Report on Form 10-K for the fiscal years ended
December 31, 2002 (the "2002 Annual Report") containing  consolidated  financial
statements  reflecting the financial  position of the Corporation as of December
31, 2002 and 2001,  and the results of operations  and  statements of cash flows
for each of the three years in the period  ended  December  31,  2002,  has been
mailed with this proxy material to all  stockholders.  The 2002 Annual Report is
not to be regarded as proxy  soliciting  material or as a communication by means
of which any solicitation is to be made.

                                 OTHER BUSINESS

      The Annual Meeting of Stockholders is called for the purposes set forth in
the  Notice.  The Board of  Directors  does not know of any matter for action by
stockholders  at such  meeting  other than the matters  described in the Notice.
However, the enclosed proxy will confer discretionary  authority with respect to
matters  which are not known at the date of printing  hereof  which may properly
come before the meeting. It is the intention of the person named in the proxy to
vote in accordance with their judgment on any such matter.

      You are  cordially  invited to attend the Annual  Meeting in person.  Your
participation in and discussion of the Corporation's affairs will be welcome.

                                              By Order of the Board of Directors

                                              /s/ Mark Weinreb
                                              ----------------------------------
                                              Mark Weinreb, President


                                      -19-
<PAGE>

                                    EXHIBIT A

                            CERTIFICATE OF AMENDMENT

                                       OF

                          CERTIFICATE OF INCORPORATION

                                       OF

                           CORNICHE GROUP INCORPORATED

               (Under Section 242 of the General Corporation Law)

      The  undersigned,  being the  President  and  Secretary of Corniche  Group
Incorporated,  a corporation  organized and existing under the laws of the State
of Delaware (the "Corporation"), do hereby amend and certify as follows:

      1. The name of the Corporation is Corniche Group Incorporated.

      2. The Certificate of  Incorporation  of the Corporation is hereby amended
to effect the following  amendments which were set forth in a resolution adopted
by the board of  directors  and  adopted by the  holders  of a  majority  of the
outstanding shares of common stock of the Corporation  entitled to vote thereon,
in  accordance  with the  provisions  of  Section  242 of the  Delaware  General
Corporation  Law: (a) to change the name of the  Corporation and (b) to increase
the number of authorized shares of Common Stock.

      3. To accomplish the first of the foregoing  amendments,  Article First of
the  Certificate  of  Incorporation  is hereby amended to change the name of the
corporation as follows: "The name of the Corporation is PHASE III MEDICAL INC."

      4. To  accomplish  the  second  of the  foregoing  amendments,  the  first
paragraph of Article Fourth of the Certificate of Incorporation,  as amended, is
restated in its entirety as follows (with the preceding paragraph to follow):

      FOURTH:  The total number of shares of stock which the  Corporation  shall
have authority to issue is TWO HUNDRED FIFTY FIVE MILLION  (255,000,000)  shares
consisting of (i) Two Hundred Fifty Million (250,000,000) shares of Common Stock
of the par value of $.001 per share and (ii) Five Million  (5,000,000) shares of
Preferred Stock of the par value of $.01 per share.

      The  designations  and  the  powers,   preferences  and  rights,  and  the
qualifications,  limitations or restrictions thereof of the Preferred Stock, and
the Common Stock are as follows:


                                      -20-
<PAGE>

      IN WITNESS  WHEREOF,  the undersigned  being a duly elected officer of the
Corporation,  has  executed  this  Certificate  of  Amendment  and  affirms  the
statements herein contained on this ___ day of ________, 2003.

                                           CORNICHE GROUP INCORPORATED

                                           By: _________________________________
                                           Mark Weinreb, President and Secretary


                                      -21-
<PAGE>

                                    EXHIBIT B

                           CORNICHE GROUP INCORPORATED

                         2003 Equity Participation Plan

      1.  Purpose of the Plan.  The  Corniche  Group  Incorporated  2003  Equity
Participation Plan (the "Plan") is intended to advance the interests of Corniche
Group  Incorporated  (the  "Company")  by  inducing  individuals  or entities of
outstanding ability and potential to join and remain with, or provide consulting
or advisory  services  to, the Company,  by  encouraging  and enabling  eligible
employees,   non-employee   Directors,   consultants  and  advisors  to  acquire
proprietary  interests  in the  Company,  and  by  providing  the  participating
employees,  non-employee Directors,  consultants and advisors with an additional
incentive  to  promote  the  success of the  Company.  This is  accomplished  by
providing for the granting of "Options," which term as used herein includes both
"Incentive  Stock Options" and  "Nonstatutory  Stock Options," as later defined,
and "Restricted Stock," to employees,  non-employee  Directors,  consultants and
advisors.

      2.  Administration.  The  Plan  shall  be  administered  by the  Board  of
Directors of the Company (the "Board" or "Board of Directors") or by a committee
(the "Committee")  consisting of at least two (2) persons chosen by the Board of
Directors.  Except as  herein  specifically  provided,  the  interpretation  and
construction  by the Board of Directors or the Committee of any provision of the
Plan or of any Option, or with respect to any Restricted Stock, granted under it
shall be final and  conclusive.  The receipt of Options or  Restricted  Stock by
Directors, or any members of the Committee, shall not preclude their vote on any
matters in connection with the administration or interpretation of the Plan.

      3. Shares Subject to the Plan. The shares subject to Options granted under
the Plan, and shares granted as Restricted Stock under the Plan, shall be shares
of the Company's  common stock,  par value $.001 per share (the "Common Stock"),
whether  authorized  but unissued or held in the Company's  treasury,  or shares
purchased from stockholders expressly for use under the Plan. The maximum number
of  shares of  Common  Stock  which may be  issued  pursuant  to  Options  or as
Restricted  Stock  granted  under  the Plan  shall not  exceed in the  aggregate
fifteen million  (15,000,000)  shares.  The Company shall at all times while the
Plan is in force  reserve  such  number of  shares  of  Common  Stock as will be
sufficient to satisfy the requirements of all outstanding  Options granted under
the Plan.  In the event  any  Option  granted  under  the Plan  shall  expire or
terminate for any reason  without  having been  exercised in full or shall cease
for any reason to be  exercisable in whole or in part,  the  unpurchased  shares
subject  thereto  shall again be available  for Options and grants of Restricted
Stock under the Plan. In the event any shares of Restricted  Stock are forfeited
for


                                      -22-
<PAGE>

any reason, the shares forfeited shall again be available for Options and grants
of  Restricted  Stock under the Plan.  In the event  shares of Common  Stock are
delivered  to, or  withheld  by, the Company  pursuant  to Sections  14(b) or 27
hereof,  only the net  number  of  shares  issued,  i.e.,  net of the  shares so
delivered or withheld,  shall be considered to have been issued  pursuant to the
Plan.

      4.  Participation.  The class of  individuals  that shall be  eligible  to
receive Options  ("Optionees") and Restricted Stock  ("Grantees") under the Plan
shall be (a) with  respect to  Incentive  Stock  Options  described in Section 6
hereof,  all  employees  of either  the  Company  or any  parent  or  subsidiary
corporation of the Company,  and (b) with respect to Nonstatutory  Stock Options
described  in  Section 7 hereof and  Restricted  Stock  described  in Section 18
hereof,  all  employees,  and  non-employee  Directors  of, or  consultants  and
advisors to, either the Company or any parent or subsidiary  corporation  of the
Company;  provided,  however,  neither Nonstatutory Stock Options nor Restricted
Stock  shall be  granted  to any  such  consultant  or  advisor  unless  (i) the
consultant  or advisor is a natural  person  (or an entity  wholly-owned  by the
consultant or advisor),  (ii) bona fide services have been or are to be rendered
by such consultant or advisor and (iii) such services are not in connection with
the offer or sale of  securities  in a capital  raising  transaction  and do not
directly  or  indirectly   promote  or  maintain  a  market  for  the  Company's
securities. The Board of Directors or the Committee, in its sole discretion, but
subject  to the  provisions  of the Plan,  shall  determine  the  employees  and
non-employee  Directors of, and the consultants and advisors to, the Company and
its parent and  subsidiary  corporations  to whom Options and  Restricted  Stock
shall be granted, and the number of shares to be covered by each Option and each
Restricted  Stock  grant,  taking into account the nature of the  employment  or
services rendered by the individuals or entities being considered,  their annual
compensation,  their present and potential  contributions  to the success of the
Company,  and such other  factors as the Board of Directors or the Committee may
deem  relevant.  Notwithstanding  the foregoing,  the selection of  non-employee
Directors  whom Options are to be granted,  the number of shares  subject to the
Option,  and the exercise price of any Option shall be as set forth in Section 8
hereof  and the  Committee  shall have no  discretion  as to such  matters.  For
purposes hereof, a non-employee to whom an offer of employment has been extended
shall be  considered  an  employee,  provided  that the Options  granted to such
individual shall not be exercisable,  and the Restricted Stock granted shall not
vest,  in whole or in part,  for a period  of at least one year from the date of
grant and in the event the  individual  does not  commence  employment  with the
Company,  the Options and/or  Restricted  Stock granted shall be considered null
and void.

      5. Stock Option  Agreement.  Each Option  granted  under the Plan shall be
authorized by the Board of Directors or the Committee, and shall be evidenced by
a Stock  Option  Agreement  which  shall be  executed  by the Company and by the
individual or entity to whom such Option is granted.  The Stock Option Agreement
shall  specify  the  number of shares of Common  Stock as to which any Option is
granted, the period during which the


                                      -23-
<PAGE>

Option is  exercisable,  and the option price per share thereof,  and such other
terms  and  provisions  as the  Board of  Directors  or the  Committee  may deem
necessary or appropriate.

      6. Incentive  Stock  Options.  The Board of Directors or the Committee may
grant  Options  under the Plan which are  intended to meet the  requirements  of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),  with
respect to  "incentive  stock  options,"  and which are subject to the following
terms and  conditions  and any other terms and  conditions as may at any time be
required by Section 422 of the Code  (referred to herein as an "Incentive  Stock
Option"):

            (a) No Incentive Stock Option shall be granted to individuals  other
than  employees of the Company or of a parent or subsidiary  corporation  of the
Company.

            (b) Each Incentive Stock Option under the Plan must be granted prior
to February  6, 2013,  which is within ten (10) years from the date the Plan was
adopted by the Board of Directors.

            (c) The option price of the shares  subject to any  Incentive  Stock
Option  shall not be less than the fair market  value (as defined in  subsection
(f) of this  Section 6) of the  Common  Stock at the time such  Incentive  Stock
Option is granted; provided, however, if an Incentive Stock Option is granted to
an individual who owns, at the time the Incentive Stock Option is granted,  more
than ten  percent  (10%) of the total  combined  voting  power of all classes of
stock of the Company or of a parent or subsidiary  corporation of the Company (a
"10% Stockholder"), he option price of the shares subject to the Incentive Stock
Option shall be at least one hundred ten percent (110%) of the fair market value
of the Common Stock at the time such Incentive Stock Option is granted.

            (d) No  Incentive  Stock  Option  granted  under  the Plan  shall be
exercisable  after the  expiration of ten (10) years from the date of its grant.
However,  if an  Incentive  Stock Option is granted to a 10%  Stockholder,  such
Incentive Stock Option shall not be exercisable after the expiration of five (5)
years from the date of its grant. Every Incentive Stock Option granted under the
Plan shall be subject to earlier termination as expressly provided in Section 13
hereof.


                                      -24-
<PAGE>

            (e) For purposes of determining  stock  ownership under this Section
6, the attribution rules of Section 424(d) of the Code shall apply.

            (f) For purposes of the Plan,  fair market value shall be determined
by the Board of  Directors  or the  Committee.  If the Common Stock is listed or
traded on a national  securities  exchange,  The Nasdaq Stock Market ("Nasdaq"),
the National  Association of Securities  Dealers OTC  Electronic  Bulletin Board
(the  "Bulletin  Board"),  the Bulletin  Board  Exchange (the "BBX") or the Pink
Sheets (or any successor  organization),  fair market value shall be the closing
selling price or, if not available,  the closing bid price or, if not available,
the high bid price of the Common  Stock  quoted on such  exchange,  Nasdaq,  the
Bulletin Board, the BBX or the Pink Sheets (or any successor  organization),  as
reported thereby,  as the case may be, on the day immediately  preceding the day
on which the Option is granted  (or, if granted  after the close of business for
trading,  then on the day on which the  Option is  granted),  or, if there is no
selling or bid price on that day, the closing  selling price,  closing bid price
or high bid price,  as the case may be, on the most  recent  day which  precedes
that day and for which such prices are available.  If there is no selling or bid
price for the ninety  (90) day period  preceding  the date of grant of an Option
hereunder,  fair market value shall be  determined in good faith by the Board of
Directors or the Committee.

      7. Nonstatutory Stock Options. The Board of Directors or the Committee may
grant Options under the Plan which are not intended to meet the  requirements of
Section  422 of the Code,  as well as  Options  which are  intended  to meet the
requirements of Section 422 of the Code but the terms of which provide that they
will not be  treated  as  Incentive  Stock  Options  (referred  to  herein  as a
"Nonstatutory Stock Option"). Nonstatutory Stock Options shall be subject to the
following terms and conditions:

            (a) A Nonstatutory  Stock Option may be granted to any individual or
entity  eligible to receive an Option  under the Plan  pursuant to clause (b) of
Section 4 hereof.

            (b) The option price of the shares subject to a  Nonstatutory  Stock
Option shall be  determined by the Board of Directors or the  Committee,  in its
sole discretion, at the time of the grant of the Nonstatutory Stock Option.

            (c) A  Nonstatutory  Stock Option  granted  under the Plan may be of
such  duration as shall be determined by the Board of Directors or the Committee
(subject to earlier termination as expressly provided in Section 13 hereof).


                                      -25-
<PAGE>

      8. Grant of Options to Non-Employee Directors.

            (a) Subject to the  provisions  of Section 3 hereof,  for so long as
this  Plan is in effect  and  shares  are  available  for the  grant of  Options
hereunder,  each  person  who shall  become a  non-employee  Director  after the
effective  date of this  Plan  shall  be  granted,  on the  date of his  initial
election by stockholders or initial appointment by the Board of Directors of the
Company,  an Option to purchase  300,000  shares of Common  Stock at a per share
option  price equal to the fair market  value of a share of Common Stock on such
date (such number of shares being subject to the adjustments provided in Section
15 of the Plan).

            (b) For so long as this Plan is in effect and  shares are  available
for the grant of options hereunder,  on the date of the Company's annual meeting
of  stockholders,  there shall be granted to each  person who is a  non-employee
Director on the date of such annual meeting an Option to purchase  50,000 shares
of Common  Stock at a per share option price equal to the fair market value of a
share of Common Stock on such date (such  number of shares being  subject to the
adjustments  provided in Section 15 of the Plan);  provided,  however,  that any
non-employee  Director  who  received an Option  grant  pursuant to Section 8(a)
above shall not be entitled to receive an Option grant  pursuant to this Section
8(b) in the same calendar year.

      9. Reload  Options.  The Board of  Directors  or the  Committee  may grant
Options with a reload feature. A reload feature shall only apply when the option
price is paid by delivery of Common Stock (as set forth in Section 14(b)(ii)) or
by having  the  Company  reduce the number of shares  otherwise  issuable  to an
Optionee  (as  provided  for in the last  sentence  of  Section  14(b))  (a "Net
Exercise").  The Stock Option  Agreement for the Options  containing  the reload
feature shall provide that the Option  holder shall  receive,  contemporaneously
with the payment of the option  price in shares of Common  Stock or in the event
of a Net Exercise,  a reload stock option (the "Reload Option") to purchase that
number of shares of Common Stock equal to the sum of (i) the number of shares of
Common  Stock  used to  exercise  the Option (or not issued in the case of a Net
Exercise),  and (ii) with respect to Nonstatutory  Stock Options,  the number of
shares of Common Stock used to satisfy any tax withholding  requirement incident
to the  exercise  of such  Nonstatutory  Stock  Option.  The  terms  of the Plan
applicable  to the Option shall be equally  applicable to the Reload Option with
the  following  exceptions:  (i) the  option  price per  share of  Common  Stock
deliverable upon the exercise of the Reload Option,  (A) in the case of a Reload
Option which is an Incentive  Stock Option being  granted to a 10%  Stockholder,
shall be one hundred ten percent  (110%) of the fair market  value of a share of
Common Stock on the date of grant of the Reload  Option and (B) in the case of a
Reload Option which is an Incentive Stock Option


                                      -26-
<PAGE>

being  granted to a person  other than a 10%  Stockholder  or is a  Nonstatutory
Stock  Option,  shall be the fair market value of a share of Common Stock on the
date of grant of the Reload Option; and (ii) the term of the Reload Option shall
be equal to the remaining option term of the Option  (including a Reload Option)
which gave rise to the Reload Option. The Reload Option shall be evidenced by an
appropriate  amendment to the Stock Option  Agreement  for the Option which gave
rise to the  Reload  Option.  In the  event  the  exercise  price  of an  Option
containing a reload  feature is paid by check and not in shares of Common Stock,
the reload feature shall have no application with respect to such exercise.

      10. Rights of Option  Holders.  The holder of an Option  granted under the
Plan shall have none of the rights of a  stockholder  with  respect to the stock
covered by his Option  until such  stock  shall be  transferred  to him upon the
exercise of his Option.

      11. Alternate Stock Appreciation Rights.

            (a) Concurrently  with, or subsequent to, the award of any Option to
purchase  one or more  shares of Common  Stock,  the Board of  Directors  or the
Committee may, in its sole discretion, subject to the provisions of the Plan and
such other terms and  conditions  as the Board of Directors or the Committee may
prescribe,  award to the  Optionee  with  respect to each share of Common  Stock
covered by an Option ("Related Option"),  a related alternate stock appreciation
right  ("SAR"),  permitting  the  Optionee  to be paid the  appreciation  on the
Related  Option in lieu of  exercising  the Related  Option.  A SAR granted with
respect to an Incentive  Stock Option must be granted  together with the Related
Option. A SAR granted with respect to a Nonstatutory Stock Option may be granted
together with, or subsequent to, the grant of such Related Option.

            (b) Each SAR granted under the Plan shall be authorized by the Board
of Directors or the Committee,  and shall be evidenced by a SAR Agreement  which
shall be executed by the  Company and by the  individual  or entity to whom such
SAR is granted.  The SAR Agreement shall specify the period during which the SAR
is exercisable,  and such other terms and provisions not  inconsistent  with the
Plan.

            (c) A SAR  may be  exercised  only  if and to the  extent  that  its
Related  Option is eligible to be  exercised on the date of exercise of the SAR.
To the extent that a holder of a SAR has a current  right to  exercise,  the SAR
may be  exercised  from time to time by  delivery  by the holder  thereof to the
Company at its principal  office  (attention:  Secretary) of a written notice of
the number of shares with  respect to which it is being  exercised.  Such notice
shall be accompanied by the agreements evidencing the SAR


                                      -27-
<PAGE>

and the Related Option. In the event the SAR shall not be exercised in full, the
Secretary  of the  Company  shall  endorse  or cause to be  endorsed  on the SAR
Agreement and the Related Option  Agreement the number of shares which have been
exercised  thereunder and the number of shares that remain exercisable under the
SAR and the Related  Option and return such SAR and Related Option to the holder
thereof.

            (d) The  amount of payment to which an  Optionee  shall be  entitled
upon the  exercise of each SAR shall be equal to one hundred  percent  (100%) of
the amount, if any, by which the fair market value of a share of Common Stock on
the exercise  date exceeds the exercise  price per share of the Related  Option;
provided,  however,  the Company may, in its sole discretion,  withhold from any
such cash payment any amount  necessary to satisfy the Company's  obligation for
withholding taxes with respect to such payment.

            (e) The amount  payable by the Company to an Optionee  upon exercise
of a SAR may, in the sole  determination  of the  Company,  be paid in shares of
Common Stock, cash or a combination  thereof, as set forth in the SAR Agreement.
In the case of a payment in shares,  the number of shares of Common  Stock to be
paid to an Optionee upon such  Optionee's  exercise of a SAR shall be determined
by dividing the amount of payment determined pursuant to Section 11(d) hereof by
the fair market value of a share of Common  Stock on the  exercise  date of such
SAR. For purposes of the Plan,  the exercise date of a SAR shall be the date the
Company receives written  notification  from the Optionee of the exercise of the
SAR in  accordance  with the  provisions  of Section  11(c)  hereof.  As soon as
practicable after exercise, the Company shall either deliver to the Optionee the
amount of cash due such  Optionee  or a  certificate  or  certificates  for such
shares of Common  Stock.  All such  shares  shall be issued  with the rights and
restrictions specified herein.

            (f) SARs shall  terminate or expire upon the same  conditions and in
the same manner as the Related Options, and as set forth in Section 13 hereof.

            (g) The exercise of any SAR shall cancel and  terminate the right to
purchase an equal number of shares covered by the Related Option.

            (h) Upon the exercise or termination of any Related Option,  the SAR
with respect to such Related Option shall  terminate to the extent of the number
of shares of  Common  Stock as to which the  Related  Option  was  exercised  or
terminated.


                                      -28-
<PAGE>

            (i) A SAR granted  pursuant to the Plan shall be transferable to the
same extent as the Related Option.

            (j) All  references  in this  Plan to  "Options"  shall be deemed to
include "SARs" where applicable.

      12. Transferability of Options.

            (a) No Option  granted under the Plan shall be  transferable  by the
individual  or entity to whom it was  granted  other than by will or the laws of
descent and distribution,  and, during the lifetime of an individual,  shall not
be exercisable by any other person, but only by him.

            (b) Notwithstanding Section 12(a) above, a Nonstatutory Stock Option
granted  under  the  Plan may be  transferred  in  whole  or in part  during  an
Optionee's  lifetime,  upon  the  approval  of the  Board  of  Directors  or the
Committee,  to an Optionee's  "family  members" (as such term is defined in Rule
701(c)(3) of the  Securities  Act of 1933, as amended,  and General  Instruction
A(1)(a)(5)  to  Form  S-8)  through  a gift or  domestic  relations  order.  The
transferred  portion of a Nonstatutory Stock Option may only be exercised by the
person or entity who acquires a proprietary  interest in such option pursuant to
the transfer.  The terms applicable to the transferred portion shall be the same
as those in effect for the Option  immediately  prior to such transfer and shall
be set  forth  in such  documents  issued  to the  transferee  as the  Board  of
Directors or the Committee may deem appropriate.  As used in this Plan the terms
"Optionee"  and  "holder of an Option"  shall refer to the grantee of the Option
and not any transferee thereof.

      13. Effect of Termination of Employment or Death on Options.

            (a) Unless otherwise provided in the Stock Option Agreement,  if the
employment of an employee by, or the services of a non-employee Director for, or
consultant or advisor to, the Company or a parent or subsidiary  corporation  of
the  Company  shall be  terminated  for cause or  voluntarily  by the  employee,
non-employee  Director,  consultant  or advisor,  then his Option  shall  expire
forthwith.  Unless otherwise provided in the Stock Option Agreement,  and except
as provided in subsections (b) and (c) of this


                                      -29-
<PAGE>

Section 13, if such employment or services shall terminate for any other reason,
then such Option may be exercised at any time within three (3) months after such
termination, subject to the provisions of subsection (d) of this Section 13. For
purposes of the Plan,  the  retirement  of an  individual  either  pursuant to a
pension or  retirement  plan adopted by the Company or at the normal  retirement
date  prescribed  from  time  to time  by the  Company  shall  be  deemed  to be
termination of such individual's employment other than voluntarily or for cause.
For  purposes  of this  subsection  (a),  an  employee,  non-employee  Director,
consultant or advisor who leaves the employ or services of the Company to become
an employee or non-employee Director of, or a consultant or advisor to, a parent
or  subsidiary  corporation  of the Company or a corporation  (or  subsidiary or
parent  corporation  of the  corporation)  which has  assumed  the Option of the
Company as a result of a  corporate  reorganization  or like event  shall not be
considered to have terminated his employment or services.

            (b) Unless otherwise provided in the Stock Option Agreement,  if the
holder of an Option under the Plan dies (i) while  employed by, or while serving
as a  non-employee  Director for or a consultant or advisor to, the Company or a
parent or subsidiary corporation of the Company, or (ii) within three (3) months
after the  termination of his  employment or services other than  voluntarily or
for cause,  then such Option may, subject to the provisions of subsection (d) of
this  Section 12, be  exercised  by the estate of the  employee or  non-employee
Director,  consultant  or  advisor,  or by a person  who  acquired  the right to
exercise such Option by bequest or inheritance or by reason of the death of such
employee or non-employee Director, consultant or advisor, at any time within one
(1) year after such death.

            (c) Unless otherwise provided in the Stock Option Agreement,  if the
holder of an Option  under the Plan ceases  employment  or  services  because of
permanent and total  disability  (within the meaning of Section  22(e)(3) of the
Code)  ("Permanent  Disability")  while  employed  by,  or  while  serving  as a
non-employee  Director for or  consultant or advisor to, the Company or a parent
or subsidiary  corporation of the Company,  then such Option may, subject to the
provisions of subsection (d) of this Section 13, be exercised at any time within
one (1) year after his termination of employment, termination of Directorship or
termination of consulting or advisory  services,  as the case may be, due to the
disability.

            (d) An Option  may not be  exercised  pursuant  to this  Section  13
except to the extent that the holder was  entitled to exercise the Option at the
time of termination of employment,  termination of Directorship,  termination of
consulting or advisory services, or death, and in any event may not be exercised
after the expiration of the Option.


                                      -30-
<PAGE>

            (e) For purposes of this Section 13, the employment  relationship of
an  employee  of the  Company or of a parent or  subsidiary  corporation  of the
Company  will be treated as  continuing  intact  while he is on military or sick
leave or other bona fide leave of absence  (such as temporary  employment by the
Government)  if such leave does not exceed ninety (90) days,  or, if longer,  so
long as his  right  to  reemployment  is  guaranteed  either  by  statute  or by
contract.

      14. Exercise of Options.

            (a) Unless  otherwise  provided in the Stock Option  Agreement,  any
Option  granted under the Plan shall be  exercisable in whole at any time, or in
part from time to time,  prior to  expiration.  The  Board of  Directors  or the
Committee, in its absolute discretion, may provide in any Stock Option Agreement
that the exercise of any Options  granted under the Plan shall be subject (i) to
such condition or conditions as it may impose,  including, but not limited to, a
condition  that the  holder  thereof  remain  in the  employ or  service  of, or
continue to provide  consulting or advisory services to, the Company or a parent
or  subsidiary  corporation  of the Company for such period or periods  from the
date of grant of the Option as the Board of Directors or the  Committee,  in its
absolute  discretion,  shall  determine;  and (ii) to such limitations as it may
impose,  including,  but not limited to, a limitation  that the  aggregate  fair
market value  (determined at the time the Option is granted) of the Common Stock
with respect to which Incentive Stock Options are exercisable for the first time
by any employee during any calendar year (under all plans of the Company and its
parent  and  subsidiary  corporations)  shall not exceed  one  hundred  thousand
dollars  ($100,000).  In  addition,  in the event  that  under any Stock  Option
Agreement the aggregate fair market value  (determined at the time the Option is
granted) of the Common Stock with respect to which  Incentive  Stock Options are
exercisable  for the first time by any employee  during any calendar year (under
all plans of the Company and its parent and subsidiary corporations) exceeds one
hundred  thousand  dollars  ($100,000),  the Board of Directors or the Committee
may, when shares are transferred upon exercise of such Options,  designate those
shares which shall be treated as transferred upon exercise of an Incentive Stock
Option and those shares which shall be treated as transferred upon exercise of a
Nonstatutory Stock Option.

            (b) An Option  granted  under  the Plan  shall be  exercised  by the
delivery by the holder thereof to the Company at its principal office (attention
of the  Secretary)  of written  notice of the number of shares  with  respect to
which the  Option is being  exercised.  Such  notice  shall be  accompanied,  or
followed within ten (10) days of delivery thereof, by payment of the full option
price of such  shares,  and  payment of such  option  price shall be made by the
holder's delivery of (i) his check payable to the order of the Company,  or (ii)
previously  acquired  Common  Stock,  the fair  market  value of which  shall be
determined  as of the  date of  exercise  (provided  that the  shares  delivered
pursuant hereto are


                                      -31-
<PAGE>

acceptable to the Board of Directors or the Committee in its sole discretion) or
(iii) if provided for in the Stock Option  Agreement,  his check  payable to the
order of the  Company in an amount at least equal to the par value of the Common
Stock being  acquired,  together  with a promissory  note, in form and upon such
terms as are acceptable to the Board or the Committee, made payable to the order
of the Company in an amount equal to the balance of the exercise  price, or (iv)
by the holder's  delivery of any  combination  of the  foregoing  (i),  (ii) and
(iii). Alternatively,  if provided for in the Stock Option Agreement, the holder
may elect to have the Company reduce the number of shares otherwise  issuable by
a number of shares having a fair market value equal to the exercise price of the
Option being exercised.

      15. Adjustment Upon Change in Capitalization.

            (a) In the event  that the  outstanding  Common  Stock is  hereafter
changed by reason of reorganization,  merger,  consolidation,  recapitalization,
reclassification,  stock split-up,  combination of shares,  reverse split, stock
dividend or the like, an  appropriate  adjustment  shall be made by the Board of
Directors or the Committee in the aggregate number of shares available under the
Plan, in the number of shares and option price per share subject to  outstanding
Options,  and  in any  limitation  on  exerciseability  referred  to in  Section
14(a)(ii) hereof which is set forth in outstanding  Incentive Stock Options.  If
the  Company  shall  be  reorganized,   consolidated,  or  merged  with  another
corporation,  subject to the  provisions of Section 19 hereof,  the holder of an
Option  shall be  entitled to receive  upon the  exercise of his Option the same
number  and kind of shares  of stock or the same  amount  of  property,  cash or
securities  as he would have been  entitled to receive upon the happening of any
such corporate  event as if he had been,  immediately  prior to such event,  the
holder of the number of shares covered by his Option; provided, however, that in
such event the Board of Directors or the Committee shall have the  discretionary
power to take any action necessary or appropriate to prevent any Incentive Stock
Option  granted  hereunder  which is intended to be an "incentive  stock option"
from being  disqualified as such under the then existing  provisions of the Code
or any law amendatory thereof or supplemental  thereto;  and provided,  further,
however,  that in such event the Board of Directors or the Committee  shall have
the  discretionary  power to take any action necessary or appropriate to prevent
such  adjustment  from being deemed or  considered as the adoption of a new plan
requiring shareholder approval under Section 422 of the Code and the regulations
promulgated thereunder.

            (b)  Any   adjustment   in  the   number  of  shares   shall   apply
proportionately to only the unexercised portion of the Option granted hereunder.
If fractions of a share would result from any such  adjustment,  the  adjustment
shall be revised to the next lower whole number of shares.


                                      -32-
<PAGE>

      16. Further Conditions of Exercise of Options.

            (a) Unless prior to the  exercise of the Option the shares  issuable
upon such  exercise  have  been  registered  with the  Securities  and  Exchange
Commission  pursuant to the  Securities  Act of 1933, as amended,  the notice of
exercise shall be accompanied by a representation  or agreement of the person or
estate  exercising  the Option to the Company to the effect that such shares are
being acquired for investment  purposes and not with a view to the  distribution
thereof, and such other documentation as may be required by the Company,  unless
in the  opinion of counsel to the  Company  such  representation,  agreement  or
documentation is not necessary to comply with such Act.

            (b) If the  Common  Stock  is  listed  on any  securities  exchange,
including,  without  limitation,  Nasdaq,  the Company shall not be obligated to
deliver any Common Stock  pursuant to this Plan until it has been listed on each
such  exchange.  In addition,  the Company shall not be obligated to deliver any
Common Stock pursuant to this Plan until there has been  qualification  under or
compliance with such federal or state laws,  rules or regulations as the Company
may deem  applicable.  The Company shall use  reasonable  efforts to obtain such
listing, qualification and compliance.

      17.  Restricted Stock Grant  Agreement.  Each Restricted Stock grant under
the Plan shall be  authorized  by the Board of Directors or the  Committee,  and
shall be evidenced by a Restricted Stock Grant Agreement which shall be executed
by the Company and by the individual or entity to whom such Restricted  Stock is
granted. The Restricted Stock Grant Agreement shall specify the number of shares
of  Restricted  Stock  granted,  the  vesting  periods  and such other terms and
provisions  as the Board of Directors  or the  Committee  may deem  necessary or
appropriate.

      18. Restricted Stock Grants.

            (a) The Board of Directors  or the  Committee  may grant  Restricted
Stock under the Plan to any individual or entity eligible to receive  Restricted
Stock pursuant to clause (b) of Section 4 hereof.

            (b) In addition to any other applicable provisions hereof and except
as may otherwise be specifically provided in a Restricted Stock Grant Agreement,
the


                                      -33-
<PAGE>

following restrictions in this Section 18(b) shall apply to grants of Restricted
Stock made by the Board or the Committee:

                  (i) No shares granted  pursuant to a grant of Restricted Stock
may  be  sold,  transferred,   pledged,   assigned  or  otherwise  alienated  or
hypothecated until, and to the extent that, such shares are vested.

                  (ii) Shares  granted  pursuant to a grant of Restricted  Stock
shall vest as determined by the Board or the  Committee,  as provided for in the
Restricted Stock Grant Agreement. The foregoing  notwithstanding (but subject to
the provisions of (iii) hereof and subject to the discretion of the Board or the
Committee), a Grantee shall forfeit all shares not previously vested, if any, at
such time as the Grantee is no longer  employed by, or serving as a Director of,
or  rendering  consulting  or advisory  services  to, the Company or a parent or
subsidiary corporation of the Company. All forfeited shares shall be returned to
the Company.

                  (iii)   Notwithstanding   the   provisions   of  (ii)  hereof,
non-vested  Restricted  Stock  shall  automatically  vest to the same  extent as
non-vested options as provided for in Section 19 hereof.

            (c) In determining the vesting  requirements with respect to a grant
of Restricted  Stock, the Board or the Committee may impose such restrictions on
any  shares  granted as it may deem  advisable  including,  without  limitation,
restrictions relating to length of service, corporate performance, attainment of
individual  or group  performance  objectives,  and federal or state  securities
laws,  and may legend the  certificates  representing  Restricted  Stock to give
appropriate  notice  of  such  restrictions.  Any  such  restrictions  shall  be
specifically set forth in the Restricted Stock Grant Agreement.

            (d)  Certificates  representing  shares  granted that are subject to
restrictions  shall be held by the Company or, if the Board or the  Committee so
specifies,  deposited with a third-party custodian or trustee until lapse of all
restrictions on the shares.  After such lapse,  certificates for such shares (or
the vested  percentage  of such shares) shall be delivered by the Company to the
Grantee; provided, however, that the Company need not issue fractional shares.


                                      -34-
<PAGE>

            (e) During any applicable  period of restriction,  the Grantee shall
be the record owner of the  Restricted  Stock and shall be entitled to vote such
shares and receive all  dividends and other  distributions  paid with respect to
such shares  while they are so  restricted.  However,  if any such  dividends or
distributions  are paid in shares  of  Company  stock or cash or other  property
during an  applicable  period of  restriction,  the shares,  cash  and/or  other
property  deliverable  shall be held by the Company or third party  custodian or
trustee and be subject to the same  restrictions  as the shares with  respect to
which they were issued. Moreover, the Board or the Committee may provide in each
grant such other  restrictions,  terms and  conditions as it may deem  advisable
with respect to the treatment and holding of any stock, cash or property that is
received in exchange for Restricted Stock granted pursuant to the Plan.

            (f) Each Grantee making an election pursuant to Section 83(b) of the
Code shall,  upon making such election,  promptly  provide a copy thereof to the
Company.

      19. Liquidation,  Merger or Consolidation.  Notwithstanding  Section 14(a)
hereof, if the Board of Directors  approves a plan of complete  liquidation or a
merger or consolidation  (other than a merger or consolidation that would result
in the voting  securities of the Company  outstanding  immediately prior thereto
continuing to represent  (either by remaining  outstanding or by being converted
into voting securities of the surviving entity), at least fifty percent (50%) of
the  combined  voting  power of the voting  securities  of the  Company (or such
surviving entity)  outstanding  immediately after such merger or consolidation),
the Board of  Directors  or the  Committee  may,  in its sole  discretion,  upon
written  notice to the holder of an  Option,  provide  that the  Option  must be
exercised  within twenty (20) days  following the date of such notice or it will
be  terminated.  In the event  such  notice is given,  the Option  shall  become
immediately exercisable in full.

      20.  Effectiveness  of the  Plan.  The Plan was  adopted  by the  Board of
Directors and is effective on February 6, 2003.

      21. Termination, Modification and Amendment.

            (a) The Plan (but not  Options  previously  granted  under the Plan)
shall  terminate  on February  6, 2013,  which is within ten (10) years from the
date of its  adoption  by the  Board of  Directors,  or  sooner  as  hereinafter
provided,  and no Option or Restricted Stock shall be granted after  termination
of the Plan.  The foregoing  shall not be deemed to limit the vesting period for
Restricted Stock granted pursuant to the Plan.


                                      -35-
<PAGE>

            (b) The  Board  of  Directors  may at any  time,  on or  before  the
termination  date  referred  to in Section  21(a)  hereof,  without  stockholder
approval,  terminate the Plan, or from time to time make such  modifications  or
amendments to the Plan as it may deem advisable.

            (c) No  termination,  modification,  or  amendment  of the Plan may,
without the consent of the individual or entity to whom any Option or Restricted
Stock shall have been  granted,  adversely  affect the rights  conferred by such
Option or Restricted Stock grant.

      22. Not a Contract of Employment.  Nothing contained in the Plan or in any
Stock Option  Agreement or Restricted  Stock Grant Agreement  executed  pursuant
hereto shall be deemed to confer upon any individual or entity to whom an Option
or  Restricted  Stock is or may be granted  hereunder any right to remain in the
employ or service of the Company or a parent or  subsidiary  corporation  of the
Company or any entitlement to any  remuneration or other benefit pursuant to any
consulting or advisory arrangement.

      23. Use of  Proceeds.  The  proceeds  from the sale of shares  pursuant to
Options or  Restricted  Stock granted  under the Plan shall  constitute  general
funds of the Company.

      24.  Indemnification  of Board of Directors or  Committee.  In addition to
such other rights of  indemnification as they may have, the members of the Board
of Directors or the  Committee,  as the case may be, shall be indemnified by the
Company to the extent  permitted  under  applicable  law  against  all costs and
expenses  reasonably  incurred by them in connection  with any action,  suit, or
proceeding  to which  they or any of them may be a party by reason of any action
taken or  failure  to act  under or in  connection  with the Plan or any  rights
granted thereunder and against all amounts paid by them in settlement thereof or
paid  by  them  in  satisfaction  of a  judgment  of any  such  action,  suit or
proceeding,  except a  judgment  based  upon a finding  of bad  faith.  Upon the
institution of any such action,  suit, or  proceeding,  the member or members of
the Board of  Directors or the  Committee,  as the case may be, shall notify the
Company in writing,  giving the Company an opportunity at its own cost to defend
the same before such  member or members  undertake  to defend the same on his or
their own behalf.


                                      -36-
<PAGE>

      25.  Captions.  The use of  captions in the Plan is for  convenience.  The
captions are not intended to provide substantive rights.

      26. Disqualifying Dispositions.  If Common Stock acquired upon exercise of
an Incentive Stock Option granted under the Plan is disposed of within two years
following the date of grant of the Incentive  Stock Option or one year following
the issuance of the Common Stock to the Optionee, or is otherwise disposed of in
a manner that  results in the  Optionee  being  required to  recognize  ordinary
income,  rather  than  capital  gain,  from the  disposition  (a  "Disqualifying
Disposition"),  the holder of the Common Stock shall,  immediately prior to such
Disqualifying  Disposition,  notify the Company in writing of the date and terms
of such Disqualifying  Disposition and provide such other information  regarding
the Disqualifying Disposition as the Company may reasonably require.

      27. Withholding Taxes.

            (a)  Whenever  under  the Plan  shares  of  Common  Stock  are to be
delivered to an Optionee  upon exercise of a  Nonstatutory  Stock Option or to a
Grantee of  Restricted  Stock,  the  Company  shall be  entitled to require as a
condition of delivery that the Optionee or Grantee  remit or, at the  discretion
of the Board or the Committee,  agree to remit when due, an amount sufficient to
satisfy all current or  estimated  future  Federal,  state and local  income tax
withholding requirements,  including, without limitation, the employee's portion
of  any  employment  tax  requirements  relating  thereto.  At  the  time  of  a
Disqualifying  Disposition,  the Optionee shall remit to the Company in cash the
amount of any applicable Federal, state and local income tax withholding and the
employee's portion of any employment taxes.

            (b) The Board of Directors or the Committee may, in its  discretion,
provide  any or all  holders  of  Nonstatutory  Stock  Options  or  Grantees  of
Restricted Stock with the right to use shares of Common Stock in satisfaction of
all or part of the withholding taxes to which such holders may become subject in
connection  with the exercise of their  Options or their  receipt of  Restricted
Stock.  Such right may be  provided  to any such holder in either or both of the
following formats:

                  (i) The election to have the Company withhold, from the shares
of Common Stock otherwise  issuable upon the exercise of such Nonstatutory Stock
Option or otherwise  deliverable as a result of the vesting of Restricted Stock,
a portion of those  shares  with an  aggregate  fair  market  value equal to the
percentage of the  withholding  taxes (not to exceed one hundred percent (100%))
designated by the holder.


                                      -37-
<PAGE>

                  (ii) The election to deliver to the  Company,  at the time the
Nonstatutory Stock Option is exercised or Restricted Stock is granted or vested,
one or more shares of Common  Stock  previously  acquired by such holder  (other
than in connection with the option exercise or Restricted Stock grant triggering
the  withholding  taxes)  with an  aggregate  fair  market  value  equal  to the
percentage of the  withholding  taxes (not to exceed one hundred percent (100%))
designated by the holder.

      28. Other  Provisions.  Each Option  granted,  and each  Restricted  Stock
grant,  under  the  Plan  may  contain  such  other  terms  and  conditions  not
inconsistent  with the Plan as may be determined by the Board or the  Committee,
in its sole  discretion.  Notwithstanding  the foregoing,  each Incentive  Stock
Option granted under the Plan shall include those terms and conditions which are
necessary to qualify the Incentive  Stock Option as an "incentive  stock option"
within the meaning of Section 422 of the Code and the regulations thereunder and
shall not include any terms and conditions which are inconsistent therewith.

      29. Definitions.  For purposes of the Plan, the terms "parent corporation"
and  "subsidiary  corporation"  shall have the  meanings  set forth in  Sections
424(e) and 424(f) of the Code, respectively, and the masculine shall include the
feminine and the neuter as the context requires.

      30.  Governing  Law.  The Plan shall be  governed  by,  and all  questions
arising  hereunder shall be determined in accordance with, the laws of the State
of New York, excluding choice of law principles thereof.


                                      -38-
<PAGE>

                           CORNICHE GROUP INCORPORATED

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                     FOR THE ANNUAL MEETING OF STOCKHOLDERS

                                  July 24, 2003

      The undersigned hereby appoints  ________________ and  __________________,
and each of them, attorneys and proxies with power of substitution,  to vote for
and on behalf of the  undersigned  at the  CORNICHE  GROUP  INCORPORATED  Annual
Meeting of Stockholders  to be held on July 24, 2003 and at any  adjournments or
postponements  thereof (the "Meeting"),  upon the following matters and upon any
other  business that may properly  come before the Meeting,  as set forth in the
related Notice of Meeting and Proxy Statement,  both of which have been received
by the undersigned.

      This proxy, when properly  executed,  will be voted in the manner directed
by the  undersigned  stockholder.  If this proxy is executed but no direction is
made,  this proxy will be voted FOR the board's  nominees for director,  FOR the
approval of the amendment to the Certificate of Incorporation  changing the name
of the  Corporation,  FOR the approval of the  amendment to the  Certificate  of
Incorporation  increasing the number of shares of authorized  Common Stock,  and
FOR the approval of the CORNICHE GROUP  INCORPORATED  Year 2003 Stock  Incentive
Plan.

      PLEASE INDICATE YOUR VOTE ON THE OTHER SIDE.

      (CONTINUED, AND TO BE DATED AND SIGNED, ON THE OTHER SIDE)


                                      -39-
<PAGE>

                    THE BOARD OF DIRECTORS RECOMMENDS A VOTE
                          "FOR" PROPOSALS 1, 2, 3 and 4

                                              Against all
                                               nominees
                                             *(except as
                                               marked to
                              For all        the contrary
                             nominees           below)              Nominees:
                                                                    ---------
1.    Election of 2         ----------   ----------------------    Mark Weinreb
      Directors.
                            ----------   ----------------------      Wayne A.
                                                                     Marasco

* To withhold authority for any individual nominees, print nominee's name on the
line below.

_____________________________________________________

_____________________________________________________

--------------------------------------------------------------------------------
                                           FOR       AGAINST      ABSTAIN
--------------------------------------------------------------------------------
2.    Amendment to the CORNICHE GROUP
      INCORPORATED Certificate of
      Incorporation to change its name
      to Phase III Medical, Inc.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3.    Amendment to the CORNICHE GROUP
      INCORPORATED 2003 Certificate of
      Incorporation to increase its
      authorized Common Stock to 250
      million shares
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4.    Approval of the Corporation's 2003
      Equity Participation Plan and the
      options granted thereunder to the
      Corporation's new president and
      director
--------------------------------------------------------------------------------


                                      -40-
<PAGE>

In their  discretion,  the above named proxies are  authorized to vote upon such
other  business  as may  properly  come  before the  meeting or any  adjournment
thereof and upon matters incident to the conduct of the meeting.

UNLESS OTHERWISE  SPECIFIED IN THE SQUARES OR SPACE PROVIDED IN THIS PROXY, THIS
PROXY WILL BE VOTED FOR EACH OF THE BOARD'S  NOMINEES,  FOR THE AMENDMENT OF THE
CORPORATION'S  NAME, FOR THE INCREASE IN THE AUTHORIZED COMMON STOCK AND FOR THE
APPROVAL OF THE 2003 EQUITY PARTICIPATION PLAN.

Please  sign this  proxy and  return it  promptly  whether  or not you expect to
attend the meeting. You may nevertheless vote in person if you attend.

Signed: ____________________________________

Signed: ____________________________________      Dated: _________________, 2003


NOTE:  Please sign  exactly as your name appears  hereon.  Give full title if an
Attorney, Executor, Administrator, Trustee, Guardian, etc. For an account in the
name of two or more persons, each should sign, or if one signs, he should attach
evidence of his authority.


                                      -41-

