AGREEMENT
      AND CONSENT

     

    This
      AGREEMENT AND CONSENT (this “Agreement”),
      dated
      as of June 25, 2008, is made by and among MedaSorb Technologies Corporation,
      a
      Nevada corporation (the “Company”),
      and
      the holders of the Series A 10% Cumulative Convertible Preferred Stock, par
      value $0.001 per share (the “Series
      A Preferred Stock”)
      of the
      Company signatory hereto (each a “Holder”
and
      collectively the “Holders”).

     

    WHEREAS,
      the undersigned Holders constitute the holders of not
      less
      than 80% of
      the
      issued and outstanding shares of the Series A Preferred Stock and 80% of the
      outstanding Class A Common Stock Purchase Warrants (the “Class
      A Warrants”)
      of the
      Company;

     

    WHEREAS,
      the Company desires to issue and sell shares of Series B 10% Cumulative
      Convertible Preferred Stock, par value $0.001 per share (the “Series
      B Preferred Stock”)
      in a
      private placement (the “Series
      B Financing”)
      to
      certain “accredited investors” (the “Series
      B Investors”);

     

    WHEREAS,
      the rights, preferences, and limitations of the Series B Preferred Stock will
      be
      governed by a Certificate of Designation (the “Series
      B Certificate of Designation”)
      to be
      filed with the Secretary of State of the State of Nevada immediately prior
      to,
      or concurrently with, the consummation of the Series B Financing;

     

    WHEREAS,
      the rights, preferences, and limitations of the Series A Preferred Stock are
      set
      forth in that certain Certificate of Designation filed with the Secretary of
      State of the State of Nevada on June 29, 2006 (the “Series
      A Certificate of Designation”);
      and

     

    WHEREAS,
      the investment by the Series B Investors in the Series B Financing will benefit
      the Holders by aiding the overall financial condition of the Company, in which
      the Holders have a significant interest as stockholders thereof, and the Holders
      are therefore willing to consent to (a) certain matters related to the Series
      B
      Financing for which the Holders’ consent is required under relevant provisions
      of the Series A Certificate of Designation; (b) the permanent waiver of
      anti-dilution protections contained in the various subscription agreements
      (the
“Series
      A Subscription Agreement”)
      pursuant to which such Holders purchased shares of Series A Preferred Stock,
      and
      the agreed upon reduction of the conversion price of the Series A Preferred
      Stock and exercise price of the Class A Warrants applicable to certain of the
      undersigned as provided for herein; and (c) certain amendments to the Series
      A
      Certificate of Designation as provided herein. 

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, and the mutual agreements
      contained herein, the Company and the Holders hereby agree as
      follows:

     

    
      	 	
              1.

            	
              Consent
                of the Holders.
                Each of the undersigned Holders hereby consent to and approve of:
                

            


    

     

    (i) the
      Company’s designation of the Series B Preferred Stock pursuant to the Series B
      Certificate of Designation in the Form of Exhibit A hereto, with the rights
      and
      preferences (including as to dividends and upon a liquidation of the Company)
      as
      set forth in the Series B Certificate of Designation, and issuance and sale
      of
      shares of Series B Preferred Stock to the Series B Investors in the Series
      B
      Financing;


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (ii) the
      amendment and restatement of the Series A Certificate of Designation, as set
      forth in the Certificate
      of Amendment to Certificate of Designation with
      respect to the Series A Preferred Stock in the form of Exhibit B attached
      hereto;

     

    (iii) the
      permanent waiver of the anti-dilution protections provided by Section 12(b)
      of
      the Series A Subscription Agreement with respect to the Series A Preferred
      Stock; 

     

    (iv) the
      permanent
      waiver
      of
      the anti-dilution protections provided by Section 12(b) of the Series A
      Subscription Agreement with respect to the Class A Warrants;

     

    (v) the
      waiver in full of all pre-emptive rights and rights of first refusal provided
      for in Section 12(a) of the Series A Subscription Agreement with respect to
      the
      Series B Financing; and

     

    (vi) the
      waiver in full of all registration rights provided for under Section 11 of
      the
      Series A Subscription Agreement.

     

    2. Reduction
      of Conversion Price of Series A Preferred Stock.
      The
      Company and the Holders hereby agree that the conversion price with respect
      to
      the Series A Preferred Stock held by the Holders shall be reduced, effective
      only upon the initial closing of the Series B Financing (the “Initial
      Closing”),
      as
      set forth on Schedule A hereto. In the event that within the 60-day period
      following the Initial Closing, the Company, at one or more additional closings,
      issues additional shares of Series B Preferred Stock so that the aggregate
      gross
      proceeds raised by the Company on the Initial Closing and such additional
      closings (excluding
      the principal amount of outstanding debt of the Company converted into Series
      B
      Preferred Stock) from
      the
      Holders, affiliates of the Holders, and persons introduced to the Company by
      the
      Holders or their affiliates, is $1,500,000 or more (such closings, collectively,
      a “Qualified
      Closing”),
      the
      conversion price with respect to the Series A Preferred Stock held by the
      Holders shall be further reduced as provided on Schedule A. 

     

    3. Reduction
      to Exercise Price of Class A Warrants.
      The
      Company and the Holders hereby agree that the exercise price with respect to
      the
      Class A Warrants held by the Holders shall be reduced, effective only upon
      the
      Initial Closing, as set forth on Schedule A hereto. Upon the consummation of
      a
      Qualified Closing, the conversion price with respect to the Class A Warrants
      held by the Holders shall be further reduced as provided on Schedule A.


     

    4. Holding
      Period.
      The
      Company acknowledges and agrees that the holding period under Rule 144 under
      the
      Securities Act of 1933, as amended, with respect to the shares
      of
Series
      A
      Preferred Stock held by the Holders shall tack back to the original issue date
      of the Series A Preferred Stock of June 30, 2006 with respect to shares
of
      Series
      A Preferred Stock purchased
      by the Holders on June 30, 2006, or such other original issue date with respect
      to shares of Series A Preferred Stock otherwise acquired or purchased by the
      respective Holders.

     

    5. Counterparts.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    6. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, and any action brought by any party hereunder with respect
      to
      this Agreement shall be brought only in the civil or state courts of New York
      or
      in the federal courts located in New York County. 

     

    [Signature
      Page Follows]


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have executed this Agreement as of the 25th_ day of June,
      2008.

     

    
      	MEDASORB
              TECHNOLOGIES CORPORATION	 
	 	 	 
	
              By:

            	
              /s/
                Al Kraus

            	 
	
              Name:
                

            	
              Al
                Kraus

            	 
	
              Title:
                

            	
              Chief
                Executive Officer

            	 
	 	 	 
	ALPHA
              CAPITAL	 
	AKTIENGESELLSCHAFT	 
	 	 	 
	
              By:

            	
              /s/
                Knorad Ackerman

            	 
	
              Name:

            	
              Knorad
                Ackerman

            	 
	
              Title:
                

            	
              Director

            	 
	 	 	 
	LONGVIEW
              FUND, LP	 
	 	 	 
	
              By:

            	
              /s/
                S. Michael Randolph

            	 
	
              Name:
                

            	
              S.
                Michael Randolph

            	 
	
              Title:
                

            	
              CFO
                – Investment Adviser

            	 
	 	 	 
	
              PLATINUM
                PARTNERS LONG TERM GROWTH III LLC

            	 
	 	 	 
	
              By:

            	
              /s/
                Mark Nordlicht

            	 
	
              Name:
                

            	
              Mark
                Nordlicht

            	 
	
              Title:
                

            	
              GM

            	 
	 	 	 
	
              ELLIS
                INTERNATIONAL LTD.

            	 
	 	 	 
	
              By:
                

            	
              /s/
                Wilhelm Ungar

            	 
	
              Name:
                

            	
              Wilhelm
                Ungar

            	 
	
              Title:

            	 	 
	 	 	 
	/s/
              Margie Chassman	 
	 	
              Margie
                Chassman

            	 


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    Reduction
      of Series A Conversion Price and Warrant Exercise Price

    

      
        	
                Series
                  A Holder

              	 	
                Initial
                  Closing

              	 	
                Qualified
                  Closing 

              	 
	 	 	
                Preferred Stock

                Conversion Price

              	
                 

              	
                Warrant
                  

                Exercise Price

              	
                 

              	
                Preferred Stock
                  

                Conversion Price

              	
                 

              	
                Warrant
                  

                Exercise Price

              	 
	
                Alpha
                  Capital Aktiengesellschaft 

              	 	
                
                

                $

              	
                
                

                0.26

              	 	
                
                

                $

              	
                
                

                0.52

              	 	
                
                

                $

              	
                
                

                0.20

              	 	
                
                

                $

              	
                
                

                0.40

              	 
	
                Longview
                  Fund, LP

              	 	
                $

              	
                1.25

              	 	
                $

              	
                2.00

              	 	
                $

              	
                0.45

              	 	
                $

              	
                0.90

              	 
	
                Platinum
                  Partners Long 

                Term
                  Growth III LLC

              	 	
                
                

                $

              	
                
                

                1.25

              	 	
                
                

                $

              	
                
                

                2.00

              	 	
                
                

                $

              	
                
                

                0.10

              	 	
                
                

                $

              	
                
                

                0.40

              	 
	
                Ellis
                  International Ltd.

              	 	
                $

              	
                0.26

              	 	
                $

              	
                0.52

              	 	
                $

              	
                0.20

              	 	
                $

              	
                0.40

              	 
	
                Margie
                  Chassman

              	 	
                $

              	
                1.25

              	 	
                $

              	
                2.00

              	 	
                $

              	
                0.10

              	 	
                $

              	
                0.40

              	 


      

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    Series
      B Preferred Stock Certificate of Designation


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    Series
      A Preferred Stock Certificate of Amendment to Certificate of
      Designation


    
      
        
        

      

      
        7