WAIVER
OF RIGHTS UNDER THE

    CERTIFICATE
OF DESIGNATION FOR THE

    SERIES
B PREFERRED SHARES

    


    This
waiver (the “Waiver”) is entered
into on the __th day of
February, 2009, by a majority of the Series B Preferred Stock, including NJTC
Venture Fund SBIC, L.P. (the “Majority Series B
Holders”) of MedaSorb Technologies Company, incorporated under the laws
of the State of Nevada (the “Company”). The
undefined capitalized terms in this Waiver shall have the same meaning as
provided in the Series B Preferred Stock Subscription Agreement.

    


    WHEREAS,
the Parties have previously entered into a Subscription Agreement dated June 30,
2008 (the "Subscription
Agreement"), attached hereto as Exhibit A.

    


    WHEREAS,
the Majority Series B Holders desire to release the Company and waive any Event
of Default under Section 6(ix) of the Certificate of Designations that results
from a Non-Registration Event as provided in Section 11.4 of the Subscription
Agreement.

    


    WHEREAS,
the Majority Series B Holders desire to further release the Company from any
liabilities, damages, or other amounts due that result from any default caused
by the occurrence of a Non-Registration Event as provided in Section 11.4 of the
Subscription Agreement.

    


    NOW
THEREFORE, IT IS AGREED AS FOLLOWS:

    


    The
Majority Series B Holders hereby waive any Event of Default pursuant to Section
6(ix) of the Certificate of Designation of Series B Preferred Shares that shall
arise from or in connection with the occurrence of a Non-Registration Event as
provided in Section 11.4 of the Series B Subscription Agreement.

    


    The
Majority Series B Holders hereby waive any liabilities, including Liquidated
Damages (as defined in the Subscription Agreement), and penalties, that result
from any default arising from or in connection with the occurrence of a
Non-Registration Event as provided in Section 11.4 of the Subscription
Agreement.

    


    [Signature Page
Follows]

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
WITNESS WHEREOF, the Majority Series B Holders hereto have caused this Waiver to
be duly executed by their respective authorized signatories as of the date first
indicated above.

    
 

    
      
        
          
            
              
                	
                        Series
      B Preferred Shareholder

                      	
                        Number
      of Series B Preferred Shares Owned

                      	
                        Percentage
      of Series B Preferred Shares
Owned

                      


              

            

          

        

      

    

     

    
      
        
          	      
                  
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