                                                                    Exhibit 10.2

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THE NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MUST BE HELD
INDEFINITELY and MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT
IS SUBSEQUENTLY REGISTERED UNDER SAID ACT or, in the opinion of counsel to the
company, an exemption from registration under said act is available.


                                 PROMISSORY NOTE
                                 ---------------



$100,000                                                         August 30, 2004

FOR VALUE RECEIVED, Phase III Medical, Inc., a Delaware corporation,
("Maker") promises to pay to Robert Aholt ("Payee"), in lawful money of the
United States of America, the principal sum of One Hundred Thousand Dollars
($100,000.00 ), together with interest thereon accruing at an annual rate equal
to 20%, in the manner provided below. Interest shall be calculated on the basis
of a year of 365 or 366 days, as applicable, and charged for the actual number
of days elapsed.


1.       PAYMENTS

         1.1  Principal and interest.

         Interest on the unpaid principal amount shall be payable monthly in
         arrears until the entire principal amount shall be paid in full.
         All principal and accrued interest shall be paid in full on
         February 28, 2005 (6 months after the date of issuance of this
         Note).

         1.2  Manner of Payment

              All payments of principal and interest on this Note shall be
              made by check at Robert Aholt, 20128 Cavern Court, Saugus,
              CA, 91390, or at such other place in the United States of
              America as Payee shall designate to Maker in writing. If any
              payment of principal or interest on this Note is due on a
              day which is not a Business Day, such payment shall be due
              on the next succeeding Business Day. "Business Day" means
              any day other than a Saturday, Sunday or legal holiday in
              the State of New York.

<PAGE>


         1.3  Prepayment

              Maker may, without premium or penalty, at any time and from time
              to time, prepay all or any portion of the outstanding
              principal balance due under this Note, provided that each
              such prepayment is accompanied by accrued interest on the
              amount of principal prepaid calculated to the date of such
              prepayment.

              Any partial prepayments shall be applied first to accrued interest
              and then to principal.

2.       DEFAULTS

         2.1  Events of Default

              The occurrence of any one or more of the following events with
              respect to Maker shall constitute an event of default
              hereunder ("Event of Default"):

               (a)  If Maker shall fail to pay when due any payment of principal
                    or interest on this Note.

               (b)  If, pursuant to or within the meaning of the United States
                    Bankruptcy Code or any other federal or state law relating
                    to insolvency or relief of debtors (a "Bankruptcy Law"),
                    Maker shall (i) commence a voluntary case or proceeding;
                    (ii) consent to the entry of an order for relief against it
                    in an involuntary case; (iii) consent to the appointment of
                    a trustee, receiver, assignee, liquidator or similar
                    official; (iv) make an assignment for the benefit of its
                    creditors; or (v) admit in writing its inability to pay its
                    debts as they become due.

               (c)  If a court of competent jurisdiction enters an order or
                    decree under any Bankruptcy Law that (i) is for relief
                    against Maker in an involuntary case; (ii) appoints of a
                    trustee, receiver, assignee, liquidator or similar official
                    for the Maker or substantially all of the Maker's
                    properties; or (iii) orders the liquidation of the Maker,
                    and in each case the order is not dismissed within 90 days.

         2.2  Remedies

              Upon the occurrence of an Event of Default hereunder (unless all
              Events of Default have been cured or waived by Payee), Payee
              may, at its option, (i) by written notice to Maker, declare
              the entire unpaid principal balance of this Note, together
              with all accrued interest thereon, immediately due and
              payable, and (ii) exercise all and any rights and remedies
              available to it under applicable law, including, without
              limitation, the right to collect from maker all sums due
              under this Note. Maker shall pay all reasonable costs and
              expenses incurred by or on behalf of Payee in connection
              with Payee's exercise of any or all of its rights and
              remedies under this Note, including, without limitation,
              reasonable attorneys' fees and expenses.

<PAGE>

3.       REPRESENTATIONS BY PAYEE

         Payee represents and warrants to Maker as follows:

          (a)  Payee has received and examined all information, including
               financial statements, of or concerning Maker which Payee
               considers necessary to making an informed decision regarding this
               Note. In addition, Payee has had the opportunity to ask questions
               of, and receive answers from, the officers and agents of Maker
               concerning Maker and to obtain such information, to the extent
               such persons possessed the same or could acquire it without
               unreasonable effort or expense, as Payee deemed necessary to
               verify the accuracy of the information referred to herein.

          (b)  The Payee acknowledges and understands that (i) the Maker will
               use the proceeds of this Note in its the establishment of new
               business operations; (ii) the proceeds of this Note will not be
               sufficient to provide Maker with the necessary funds to achieve
               its current business plan; (iii) the Maker does not have
               sufficient cash available to repay this Note; (iv) this Note will
               not be guaranteed nor will it be secured by any assets of Maker
               nor senior to any other indebtedness of Maker; and (v) Payee
               bears the economic risk of never being repaid on this Promissory
               Note.

          (c)  The Payee hereby certifies that Payee is an "Accredited Investor"
               (as that term is defined by Regulation D under the Securities Act
               of 1933, as amended) because at least one of the following
               statements is applicable to Payee:

               (i)  Payee is an Accredited Investor because the Payee had
                    individual income of more than $200,000 in each of the two
                    prior calendar years and reasonably expects to have
                    individual income in excess of $200,000 during the current
                    calendar year.

               (ii) The Payee is an Accredited Investor because the Payee and
                    his spouse together had income of more than $300,000 in each
                    of the two prior calendar years and reasonably expect to
                    have joint income in excess of $300,000 during the current
                    calendar year.

               (iii) The Payee is an Accredited Investor because the Payee has
                    an individual net worth, or the Payee and his spouse have a
                    joint net worth of more than $1,000,000.



          (d)  Payee is acquiring this Note for his own account, for investment
               purposes only, and not with a view to the resale or distribution
               of all or any part thereof.

<PAGE>


          (e)  Payee acknowledges that this Note (i) has not been registered
               under applicable securities laws, (ii) will be a "restricted
               security" as defined in applicable securities laws, (iii) has
               been issued in reliance on the statutory exemptions from
               registration contemplated by applicable securities laws based (in
               part) on the accuracy of Payee's representations contained
               herein, and (iv) will not be transferable without registration
               under applicable securities laws, unless an exemption from such
               registration requirements is available.

          (f)  Payee has reviewed and understands Maker's (i) Annual Report on
               Form 10-K for the fiscal year ended December 31, 2003; (ii)
               Quarterly Reports on Form10-Q for the quarters ended March 31,
               June 30, September 30, 2003, and March 31, June 30, 2004; (iii)
               proxy statement for its 2003 annual meeting of shareholders and
               (iv) all Current Report on Form 8-K filed since the filing of its
               last Form 10-K.


4.       MISCELLANEOUS

         4.1  Waiver

              The rights and remedies of Payee under this Note shall be
              cumulative and not alternative. No waiver by Payee of any
              right or remedy under this Note shall be effective unless it
              is in writing and signed by Payee. Neither the failure nor
              any delay in exercising any right, power or privilege under
              this Note will operate as a waiver of such right, power or
              privilege and no single or partial exercise of any such
              right, power or privilege by Payee will preclude any other
              or further exercise of such right, power or privilege or the
              exercise of any other right, power or privilege. To the
              maximum amount permitted by applicable law, (i) no claim or
              right of Payee arising out of this Note can be discharged by
              Payee, in whole or in part, by a waiver or renunciation of
              the claim or right unless in a writing, signed by Payee; (b)
              no waiver that may be given by Payee will be applicable
              except in the specific instance for which it is given; and
              (c) no notice to or demand on Maker will be deemed to be a
              waiver of any obligation of Maker or of the right of Payee
              to take further action without notice or demand as provided
              in this Note.

              Maker acknowledges that this Note and Maker's obligations under
              this Note are, and shall at all times continue to be,
              absolute and unconditional in all respects, and shall at all
              times be valid and enforceable. To the extent permitted by
              applicable law, Maker hereby absolutely, unconditionally and
              irrevocably forever waives any and all right to assert any
              defense, set-off, off-set, counterclaim, cross-claim, or
              claim of any nature whatsoever with respect to this Note or
              Maker's obligations hereunder.


<PAGE>



         4.2  Notices

              Any notice or communication to be given hereunder by any party,
              to the other party shall be in writing and shall be deemed
              to have been given when personally delivered, or one day
              after the date sent by recognized overnight courier or
              transmitted by facsimile, which transmission by facsimile
              has been confirmed or 3 (three) days after the date sent by
              registered or certified mail, postage prepaid, as follows:

                  If to Maker, addressed to it at:

                  Phase III Medical, Inc.
                  330 South Service Road
                  Suite 120
                  Melville, NY 11747
                  Attn:    Mark Weinreb
                  Facsimile Number: (631) 574 4956

                  If to Payee, addressed to:

                  Name:  Robert Aholt
                Address: 20128 Cavern Court
                         Saugus, CA  91390

              Or persons or addresses as may be designated in writing by the
              party to receive such notice.

         4.3  Severability

              If any provision of this Note is held invalid or unenforceable
              by any court of competent jurisdiction, the other provisions
              of this Note will remain in full force and effect. Any
              provision of this Note held invalid or unenforceable only in
              part or degree will remain in full force and effect to the
              extent not held invalid or unenforceable.

         4.4  Governing Law.

              This Promissory Note will be governed by the laws of the State of
              New York without regard to conflicts of laws principles.

<PAGE>





         4.5  Assignment; Parties in Interest

              This Note shall bind Maker and its successors and assigns. This
              Note shall not be assigned or transferred by Maker, without
              the express prior written consent of Payee, and this Note
              will inure to the benefit of Payee and his heirs, estates,
              representatives, administrators, successors and assigns.

         4.6  Section Headings, Construction

              The headings of Sections in this Note are provided for
              convenience only and will not affect its construction or
              interpretation. All references to "Section" or "Sections"
              refer to the corresponding Section or Sections of this Note
              unless otherwise specified.

              All words used in this Note will be construed to be of such
              gender or number as the circumstances require. Unless
              otherwise expressly provided, the words "hereof" and
              "hereunder" and similar references refer to this Note in its
              entirety and not to any specific section or subsection
              hereof.

         4.7  Savings Clause

              If, at any time, the rate of interest under this Note shall be
              deemed by any competent court of law, governmental agency or
              tribunal to exceed the maximum rate of interest permitted by
              the laws of any applicable jurisdiction or the rules or
              regulations of any regulatory authority or agency, then
              during such time as such rate of interest would be deemed
              excessive, that portion of each interest payment
              attributable to that portion of such interest rate that
              exceeds the maximum rate of interest so permitted shall be
              deemed a voluntary prepayment of principal or, if all
              principal has been paid, that portion of each interest
              payment attributable to that portion of such interest rate
              that exceeds the maximum rate of interest so permitted shall
              be promptly refunded to Maker.

          4.8  Waiver of Jury Trial

               MAKER AND PAYEE EACH HEREBY WAIVE, TO THE FULLEST EXTENT
               PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
               TRAIL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR
               INDIRECTLY ARISING OUT OF, UNDER, OR IN CONNECTION WITH,
               THIS NOTE, IT BEING AGREED THAT ALL SUCH TRAILS SHALL BE
               CONDUCTED SOLELY BY A JUDGE. MAKER AND PAYEE EACH CERTIFY
               THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF EITHER HAS
               REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER WOULD
               NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
               FOREGOING WAIVERS. MAKER AND PAYEE EACH AGREE AND
               ACKNOWLEDGE THAT IT HAS BEEN REPRESENTED BY INDEPENDENT
               COUNSEL IN CONNECTION WITH THIS NOTE OR BEEN ADVISED THAT IT
               SHOULD BE REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION
               WITH THIS NOTE. IF MAKER OR PAYEE HAS DECIDED NOT TO BE
               REPRESENTED BY INDEPENDENT COUNSEL IN CONNECTION WITH THIS
               NOTE, IT IRREVOCABLY AND FOREVER WAIVES ANY AND ALL DEFENSES
               OR RIGHTS ARISING OUT OF OR RELATED TO SAID DECISION.

<PAGE>


     IN WITNESS WHEREOF, Maker has executed and delivered this Note as of the
date first stated above.



                             PHASE III MEDICAL, INC.


                              By: /s/ Mark Weinreb
                                  ----------------
                            Name: Mark Weinreb
                           Title: President and Chief Executive Officer

Accepted and agreed to:




/s/ Robert Aholt
----------------
Payee: Robert Aholt


