          EMPLOYMENT  AGREEMENT,  dated as of the 6th day of February,  2003, by
and between CORNICHE GROUP INCORPORATED, a Delaware corporation (the "Company"),
and MARK WEINREB (the "Employee").

                                    RECITALS
                                    --------

          WHEREAS,  the  Company  and  the  Employee  desire  to  enter  into an
employment  agreement  which will set forth the terms and conditions  upon which
the Employee  shall be employed by the Company and upon which the Company  shall
compensate the Employee.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants  hereinafter set forth, the parties hereto have agreed,  and do hereby
agree, as follows:

          1.   EMPLOYMENT; TERM; SEVERANCE

               1.1   The Company  will employ the Employee  in its business, and
the Employee will work for the Company therein,  as its Chief Executive  Officer
and President for a term commencing as of the date hereof and terminating on the
third  anniversary  of the date hereof (the "Initial  Term").  The term shall be
extended for  additional  one (1) year periods (the  "Extended  Period")  unless
either  party gives  ninety (90) days prior  written  notice to the other of its
desire to  terminate  this  Agreement  as of the end of the initial  term or any
successive term. The term of this Agreement,  as may be extended, is hereinafter
referred to as the "Term." Each twelve (12) month period of the Term is referred
to herein as a "Contract Year." Except as provided for herein, the provisions of
this Agreement shall apply during the Extended Period.

               1.2   The Employee's employment may be  terminated by the Company
at any time for  "cause".  As used in this  Agreement,  "cause"  shall  mean the
following:  (i) the Employee's  commission of any act in the  performance of his
duties constituting common law fraud; (ii) the Employee's conviction of, or plea
of guilty or nolo  contendre  to,  any  felony;  or (iii)  any  embezzlement  or
misappropriation by the Employee of the Company's assets, properties or rights.

               1.3   The Company may also  terminate  the Employee's  employment
without cause at any time. In the event of termination without cause (other than
pursuant to Paragraph  6.1 hereof),  as  liquidated  damages and as the sole and
exclusive  remedy of the Employee,  the Employee  shall be entitled to (a) (i) a
lump sum payment equal to the greater of (A) his then Base Salary and Automobile
Allowance (each as hereinafter defined) for the remainder of the Term or (B) his
then Base Salary and  Automobile  Allowance  for a period of nine (9) months and
(ii) a lump sum payment equal to the Employee's  Bonus (as hereinafter  defined)
for the remainder of the Term,  and (b) be  reimbursed  for the remainder of the
Term pursuant to Paragraphs 9.2 and 9.3 hereof.


<PAGE>

          2.   DUTIES

               2.1   During the Term, the Employee  shall serve as the Company's
Chief  Executive  Officer.  In such  capacity,  he shall  perform  duties  of an
executive character consisting of administrative and managerial responsibilities
on behalf of the Company,  and he shall have such further duties of an executive
character  as shall,  from time to time,  be delegated or assigned to him by the
Board of Directors of the Company (the "Board")  consistent  with the Employee's
position.  The Company  acknowledges  and agrees that,  in his capacity as Chief
Executive  Officer  of the  Company,  the  Employee  shall  have the  power  and
authority to cause the Company to establish and/or move its principal  executive
offices and/or its operations to the New York metropolitan area.

          3.   DEVOTION OF TIME

               3.1   During the Term,  the Employee  shall (i) devote his  full-
time efforts in discharging his duties hereunder;  (ii) devote his best efforts,
energy  and  skill to the  services  of the  Company  and the  promotion  of its
interests;  and  (iii)  not  take  part in  activities  detrimental  to the best
interests of the Company.

          4.   COMPENSATION; STOCK OPTIONS

               4.1   For all services to be rendered by the Employee  during the
Term, the Employee shall be entitled to the compensation set forth in Paragraphs
4.2, 4.3 and 4.4 hereof.

               4.2    The Employee shall be entitled to receive from the Company
minimum compensation at the following rates per annum ("Base Salary"):

                           Year                Base Salary
                           ----                -----------

                             1                  $180,000
                             2                   198,000
                             3                   217,800

In the event the Term of this Agreement is extended beyond the Initial Term, the
Base Salary payable hereunder shall be increased by ten percent (10%) per annum.
The  Employee  shall  be  entitled  to such  additional  compensation  as may be
determined  from time to time by the Board of  Directors  of the  Company in its
sole  discretion.  All amounts due hereunder shall be payable in accordance with
the Company's standard payroll practices.

               4.3   The  Employee shall be entitled to an annual  bonus  amount
("Bonus")  in the amount of  $20,000.  The Bonus for the initial  Contract  Year
shall be payable in the event,  and  concurrently  on the date, that the Company
shall have received debt and/or equity  financing in the aggregate  amount of at
least $1,000,000 since the date hereof.  The Bonus for each subsequent  Contract
Year shall be payable on August 1 and shall not be subject to any condition.  In
the sole discretion of the Board,  any Bonus payment may be made sooner than the
times provided for above.


<PAGE>

               4.4   (a)  Concurrently  with the execution  hereof,  pursuant to
the Company's 2003 Equity  Participation Plan (the "Equity  Participation Plan")
and a Stock Option Agreement of even date (the "Initial Option Agreement"),  the
Company is  granting  to the  Employee  the right and option to  purchase  up to
2,500,000  Common  Shares of the Company at an exercise  price of $.03 per share
and  otherwise  upon the  terms set forth in the  Stock  Option  Agreement  (the
"Initial Option").

                     (b)  In addition,  in the event that  the closing  price of
the  Company's  Common  Shares equals or exceeds $.50 per share for any five (5)
consecutive  trading  days  during  the Term,  the  Company  shall  grant to the
Employee,  on the day immediately  following the end of the five (5) day period,
pursuant  to the Equity  Participation  Plan and a Stock  Option  Agreement,  an
option for the purchase of an additional  2,500,000 Common Shares  substantially
upon the  terms of the  Initial  Option  and in the form of the  Initial  Option
Agreement, except that the exercise price shall be $.50 per share and the option
shall be treated as an  "incentive  stock  option" for tax purposes  only to the
maximum extent permitted by law (the "Additional Option").

                     (c)  The Employee  agrees that he will not resell  publicly
any Common Shares obtained upon exercise of the Initial Option and/or Additional
Option prior to the first anniversary of the date of this Agreement.

          5.   REIMBURSEMENT OF EXPENSES; AUTOMOBILE ALLOWANCE

               5.1   The Company  shall pay directly,  or reimburse the Employee
for, all reasonable expenses and disbursements  incurred by the Employee for and
on behalf of the Company in the  performance  of his duties  during and prior to
the Term, including, without limitation, all reasonable expenses incurred by the
Employee for food, lodging and transportation,  if he is required to perform any
of his duties away from his primary place of residence.  For such purposes,  the
Employee shall submit to the Company, not less than once in each calendar month,
reports of such  expenses and other  disbursements  in the form normally used by
the Company.

               5.2   The Employee  shall be entitled  to receive  an  automobile
allowance for the use of his  automobile  in the amount of one thousand  dollars
($1,000) per month (the "Automobile Allowance").

               5.3   The Company  shall also pay  directly,  or shall  reimburse
the  Employee  for,  all  wired  and  wireless  telephone  expenses,  all  other
reasonable home office expenses incurred in the performance of his duties during
the  Term,  including  installation  and  monthly  charges  in  connection  with
broad-band service, and all expenses incurred by the Employee for legal fees and
disbursements   in  connection  with  this  Agreement  and  the  Initial  Option
Agreement.

               5.4   The  Employee shall be given, and shall be entitled to use,
a Company credit card and telephone card in connection  with the  performance of
his duties.


<PAGE>

          6.   DISABILITY

               6.1   If,  during the Term,  the Employee  shall,  in the opinion
of a majority of the members of the Board,  as confirmed  by  competent  medical
evidence,  become physically or mentally incapacitated to perform his duties for
the Company  hereunder  for a  continuous  period,  then for the first three (3)
months of such  period he shall  receive his full Base Salary and for the second
three (3) months of such period,  in lieu of full Base Salary,  he shall receive
one-half (1/2) of his Base Salary. In no event shall the Employee be entitled to
receive  any  payments  under  this  Paragraph  6.1  beyond  the  expiration  or
termination date of this Agreement. Effective with the date of his resumption of
full  employment,  the Employee  shall be  re-entitled  to receive his full Base
Salary. If such illness or other incapacity shall endure for a continuous period
of at least six (6) months, the Company shall have the right, by written notice,
to terminate  the  Employee's  employment  hereunder as of a date (not less than
five (5) days after the date of the  sending of such  notice of  termination  of
employment)  to be  specified  in such  notice.  The  Employee  agrees to submit
himself for  appropriate  medical  examination  to a physician of the  Company's
designation  as necessary  for purposes of this  Paragraph  6.1. The  provisions
hereof are not intended to limit the  Employee's  right to receive other amounts
payable to him pursuant to the provisions of this Agreement.

               6.2   The  obligations of the Company under  this Paragraph 6 may
be satisfied,  in whole or in part, by payments to the Employee under disability
insurance provided by the Company.

          7.   RESTRICTIVE COVENANT; CONFIDENTIAL INFORMATION

               7.1   The Employee  agrees that,  if the  term of his  employment
hereunder shall expire or his employment  shall at any time terminate  voluntary
by the Employee (other than for Good Reason (as hereinafter  defined)) or by the
Company for cause,  the Employee  will not at any time within one (1) year after
such  expiration  or  termination,  without  the prior  written  approval of the
Company,  anywhere in the United States of America, whether individually or as a
principal,  officer,  employee,  partner,  member,  director  or  agent  of,  or
consultant for, any person or other entity ("Person"),  engage or participate in
a business which, as of such expiration or termination date, is competitive with
that of the Company,  and shall not make any  investments in any such similar or
competitive entity,  except that the Employee may acquire up to one percent (1%)
of the outstanding  voting stock of any entity whose  securities are listed on a
stock exchange or Nasdaq.  As used herein,  "Good Reason" shall mean the failure
of the Company to obtain  Stockholder  Approval (as hereinafter  defined) and/or
file the Registration  Statement (as hereinafter  defined) by June 30, 2003 or a
breach by the Company of any of its obligations set forth in this Agreement.

               7.2   (a)  The  Employee  represents  that he has  been  informed
that it is the policy of the  Company  to  maintain  as secret all  Confidential
Information  (as  hereinafter   defined)  and  further  acknowledges  that  such
Confidential  Information  is of  great  value  to  the  Company.  The  Employee
recognizes  that, by reason of his employment with the Company,  he will acquire
Confidential Information.  The Employee confirms that it is necessary to protect
the Company's goodwill, and, accordingly, hereby agrees that he will not (except
where reasonably necessary in the performance of his duties, or where authorized
by the Board or as required by law, rule or regulation or applicable  regulatory

<PAGE>

or administrative process or by a court of competent jurisdiction),  at any time
during  the  Term  or  thereafter,  divulge  to any  Person,  or use,  any  such
Confidential Information.

                     (b)  The Employee  agrees  that,  upon  the  expiration  or
termination of this Agreement for any reason whatsoever, he shall deliver to the
Company any material  relating to any Confidential  Information  received by the
Employee  during the Term arising out of, in connection  with, or related to any
activity or business of the Company.

                     (c)   For   purposes   hereof,   the  term    "Confidential
Information" shall mean all proprietary and confidential information obtained by
or given to the  Employee  during  the  course of his  employment.  Confidential
Information shall not include  information which (i) was in the public domain at
the time furnished to, or acquired by, the Employee,  or (ii) thereafter  enters
the public domain other than through disclosure,  directly or indirectly, by the
Employee  or  others  in  violation  of  an  agreement  of   confidentiality  or
nondisclosure.

          8.   VACATIONS

               8.1   The Employee shall be  entitled to five (5) weeks  vacation
during each Contract Year of the Term,  the time and duration of any  particular
vacation  period to be determined by mutual  agreement  between the Employee and
the Company.  The Employee shall be paid for up to two (2) weeks unused vacation
time in any  Contract  Year.  Any other  vacation  time not used by the end of a
Contract Year will be forfeited without compensation.

          9.   PARTICIPATION IN EMPLOYEE BENEFIT PLANS; OTHER INSURANCE

               9.1   The Employee and any beneficiary  of the Employee  shall be
accorded  the  right  to  participate  in  and  receive  benefits  under  and in
accordance with the provisions of any pension, profit sharing,  medical, dental,
life insurance and disability insurance benefits and plans of the Company either
in existence  as of the date hereof or hereafter  adopted for the benefit of its
executive employees.

               9.2   Until such time as a medical and dental  insurance  plan of
the Company is  established,  the Company  shall  reimburse the Employee for all
medical  and dental  insurance  premiums  paid by him for himself and his family
covering the year 2003 and through the Term.

               9.3   The Company shall  reimburse  the Employee for all premiums
paid by him for disability insurance. Such reimbursement obligation shall relate
to premiums covering the year 2003 and through the Term.

               9.4   In the event of  termination  without cause,  the  Employee
shall be entitled to be reimbursed for comparable  medical and dental  insurance
premiums  incurred  until the earlier of (a) the end of the Term or (b) the date
on which  comparable  medical  and dental  coverage  is  obtained  from  another
employer.


<PAGE>

          10.   OFFICER AND DIRECTOR LIABILITY INSURANCE

                10.1   The Company  shall  obtain and  maintain  throughout  the
Term  officer  and  director  liability  insurance  from an  insurer  reasonably
acceptable  to the  Employee  in the  amount  of at least  two  million  dollars
($2,000,000) or such lesser amount as shall be agreed to by the Employee. In the
event a "claims made" policy is obtained,  the Company  shall  continue to cover
the Employee  thereunder as a named issued  following  termination of employment
and until the expiration of all applicable statutes of limitation.

          11.  EARLIER TERMINATION

               11.1   The Employee's  employment  hereunder shall  automatically
terminate upon his death and may terminate at the option of the Company upon:

                     (a)   the  Employee's  incapacity  in  accordance  with the
provisions set forth in Paragraph 6.l hereof; or

                     (b)   written  notice  to the  Employee  in the  event  the
Company  terminates his  employment  hereunder for cause or without cause as set
forth in Paragraph 1.2 or 1.3 hereof, respectively.

               11.2   The  Employee may  terminate  this  Agreement  at any time
upon written notice to the Company for Good Reason.

          12.  REPRESENTATIONS AND WARRANTIES

               12.1   The Company has the power and authority to enter into this
Agreement and to carry out its obligations hereunder. The execution and delivery
of this Agreement and the consummation of the transactions  contemplated  hereby
have been duly  authorized by the Board and no other  proceedings on the part of
the Company are  necessary  to  authorize  the  execution  and  delivery of this
Agreement and the consummation of the  transactions  contemplated  hereby.  This
Agreement  constitutes  the valid and binding  obligation  of the Company and is
enforceable in accordance  with its terms.  The Option Plan and the grant of the
Initial Option and the Additional  Option have been duly authorized by the Board
and no other  proceedings on the part of the Company are necessary in connection
therewith.

               12.2   Neither the  execution and  delivery of  this Agreement by
the Company nor compliance by the Company with any of the provisions  hereof nor
the consummation of the transactions contemplated hereby, will:

                     (a)   violate  or   conflict  with  any  provision  of  the
Certificate  of  Incorporation  or By-laws of the Company;


<PAGE>

                     (b)   violate or,  alone or with  notice or the  passage of
time,  result in the breach or termination of, or otherwise give any contracting
party the right to  terminate,  or  declare  a default  under,  the terms of any
contract, agreement, understanding or commitment to which the Company is a party
or by which it may be bound;

                     (c)   violate  any  order, judgment,  injunction,  award or
decree against, or binding upon, the Company; or

                     (d)   violate  any law  or regulation  of any  jurisdiction
relating to the Company.

               12.3   Attached  hereto as  Exhibit 12.3 is a  true and  complete
copy of the Option Plan.

          13.  COVENANTS

               13.1   The Company agrees that,  promptly following the execution
of this Agreement, it shall prepare the necessary materials for, and shall call,
a meeting of  stockholders  pursuant  to which the  following  matters  shall be
submitted  for  stockholder  approval:   (a)  election  of  five  (5)  directors
(including the Employee and, at the request of the Employee, a person designated
by the  Employee),  (b) approval of the Equity  Participation  Plan  pursuant to
which  15,000,000  Common  Shares are  authorized to be issued  thereunder,  (c)
approval of an amendment to the Company's Certificate of Incorporation  pursuant
to which the number of authorized  Common Shares is increased to 250,000,000 and
(d) approval of a change in the name of the Company to "Phase III Medical, Inc."
(collectively,  "Stockholder Approval"). The Company shall recommend approval of
each  of  the  foregoing  proposals.  The  failure  of  the  Company  to  obtain
Stockholder  Approval shall not affect the  Employee's  rights under the Initial
Option Agreement or his right to obtain the Additional Option.

               13.2   The Company agrees that,  promptly following the execution
of this Agreement,  it shall 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 Option  Plan,  as well as the
resale of the Common Shares  issuable upon exercise of the Initial  Option,  are
registered.  Promptly  following any grant of the Additional Option, the Company
shall file a post-effective  amendment to the Registration Statement pursuant to
which the Common Shares  issuable upon the exercise  thereof shall be registered
for resale.

          14.  ARBITRATION

               14.1   All  disputes   between  the  parties  hereto   concerning
the performance, breach, construction or interpretation of this Agreement or any
portion  thereof,  or in  any  manner  arising  out  of  this  Agreement  or the
performance thereof,  shall be submitted to binding  arbitration,  in accordance
with the  rules  of the  American  Arbitration  Association,  which  arbitration
proceeding shall take place at a mutually  agreeable  location in Nassau County,
New York or such  other  location  as  agreed  to by the  parties.  The  parties

<PAGE>

acknowledge and agree that the foregoing  arbitration provision is the exclusive
means for resolving  disputes  hereunder and neither party shall claim that such
proceeding is in an inconvenient forum.

               14.2   The award  rendered  by the  arbitrators  shall  be final,
binding and  conclusive,  and judgment may be entered upon it in accordance with
applicable law in the appropriate  court in the State of New York, with no right
of appeal therefrom.

               14.3   The  prevailing  party shall be entitled to be  reimbursed
by the other party for its or his expenses of  arbitration,  including,  without
limitation,  reasonable  attorneys' fees and the expenses of the arbitrators and
the  arbitration  proceeding;  provided,  however,  that, in the event it is not
evident whether a particular party prevailed in the proceeding, each party shall
pay its or his own expenses of arbitration,  and the expenses of the arbitrators
and the arbitration  proceeding shall be shared equally;  provided further that,
in such  event,  if, in the  opinion of the  arbitrator,  or a  majority  of the
arbitrators,  as the case may be, any claim or  defense  was  unreasonable,  the
arbitrator(s)  may assess,  as part of his/their  award,  all or any part of the
arbitration expenses of the other party (including  reasonable  attorneys' fees)
and of the  arbitrator(s)  and the  arbitration  proceeding  against  the  party
raising such unreasonable claim or defense.

          15.  ASSIGNMENT

               15.1   This Agreement,  as it relates  to the employment  of  the
Employee,  is a personal  contract and the rights and  interests of the Employee
hereunder may not be sold, transferred, assigned, pledged or hypothecated.

          16.  NOTICES

               16.1   Any notice  required  or  permitted  to be given  pursuant
to this Agreement shall be deemed to have been duly given when delivered by hand
or sent by certified or registered  mail,  return receipt  requested and postage
prepaid, overnight mail or telecopier as follows:

               If to the Employee:

               c/o Certilman, Balin, Adler & Hyman, LLP
               90 Merrick Avenue
               East Meadow, New York  11554
               Attention: Fred Skolnik
               Telecopier Number:  (516) 296-7111

               If to the Company:

               c/o Lowenstein Sandler PC
               65 Livingston Avenue
               Roseland, New Jersey  07068-1791
               Attention: Alan Wovsaniker, Esq.
               Telecopier Number: (973) 597-2565


<PAGE>

or at such other  address as any party  shall  designate  by notice to the other
party given in accordance with this Paragraph 16.1.

          17.  GOVERNING LAW

               17.1   This  Agreement  shall be  governed by, and construed  and
enforced in accordance with, the laws of the State of New York, excluding choice
of law principles thereof.

          18.  WAIVER OF BREACH; PARTIAL INVALIDITY

               18.1   The waiver by  either  party of a breach of any  provision
of  this  Agreement  shall  not  operate  or be  construed  as a  waiver  of any
subsequent breach. If any provision, or part thereof, of this Agreement shall be
held to be invalid or unenforceable,  such invalidity or unenforceability  shall
attach  only to such  provision  and not in any way affect or render  invalid or
unenforceable  any other provisions of this Agreement,  and this Agreement shall
be carried out as if such invalid or unenforceable  provision,  or part thereof,
had been reformed,  and any court of competent  jurisdiction or arbiters, as the
case  may  be,  are  authorized  to so  reform  such  invalid  or  unenforceable
provision,  or part thereof, so that it would be valid, legal and enforceable to
the fullest extent permitted by applicable law.

          19.  ENTIRE AGREEMENT

               19.1   This Agreement constitutes  the entire  agreement  between
the parties and there are no  representations,  warranties or commitments except
as  set  forth  herein.   This  Agreement   supersedes  all  prior   agreements,
understandings,  negotiations and  discussions,  whether written or oral, of the
parties  hereto  relating to the subject  matter  hereof.  This Agreement may be
amended only by a writing executed by the parties hereto.

          20.  REPRESENTATION BY COUNSEL; INTERPRETATION

               20.1   Each party acknowledges that it or he has been represented
by counsel,  or has been afforded the  opportunity to be represented by counsel,
in connection  with this  Agreement.  Accordingly,  any rule or law or any legal
decision that would require the  interpretation  of any claimed  ambiguities  in
this  Agreement  against  the party that  drafted it has no  application  and is
expressly  waived by the parties.  The  provisions  of this  Agreement  shall be
interpreted  in a reasonable  manner to give effect to the intent of the parties
hereto.


<PAGE>

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


                                                   CORNICHE GROUP INCORPORATED

                                                By:_____________________________
                                                   James Fyfe, Chairman


                                                ________________________________
                                                   Mark Weinreb


