CERTIFICATE
      OF DESIGNATION

     

    1. Name
      of
      corporation:

     

    MedaSorb
      Technologies Corporation (the “Corporation”), a Nevada corporation.

     

    2.
       By
      resolution of the board of directors pursuant to a provision of the articles
      of
      incorporation, this certificate establishes the following regarding the voting
      powers, designations, preferences, limitations, restrictions, and relative
      rights of the following class or series of stock:

     

    Series
      B
      10% Cumulative Convertible Preferred Stock, $.001 par value.

     

    1. Designation:
      Number of Shares.
      The
      designation of said series of Preferred Stock shall be Series B 10% Convertible
      Preferred Stock (the “Series B Preferred Stock”). The number of shares of Series
      B Preferred Stock shall be 200,000. Each share of Series B Preferred Stock
      shall
      have a stated value equal to $100.00 (as adjusted for any stock dividends,
      combinations or splits with respect to such shares) (the “Series B Stated
      Value”), and $.001 par value. 

     

    (For
      Paragraphs 2 through 7 see Attachment A annexed hereto and made a part of this
      filing.)

     

    3. Effective
      date of filing (optional):

     

    4. Officer
      Signature (Required): /s/ Al Kraus

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      A

    


    TO

    


    CERTIFICATE
      OF DESIGNATION

    OF
      

    SERIES
      B 10% CUMULATIVE CONVERTIBLE

    PREFERRED
      STOCK, $.001 PAR VALUE PER SHARE

     

    OF

     

    MEDASORB
      TECHNOLOGIES CORPORATION

     

    2. Dividends.

     

    (a) The
      holders of outstanding shares of Series B Preferred Stock (each a “Holder”)
      shall be entitled to receive preferential dividends in cash out of any funds
      of
      the Corporation, together with the holders of the Series A 10% Cumulative
      Convertible Preferred Stock, $.001 per share (the “Series A Preferred Stock”),
      before any dividend or other distribution will be paid or declared and set
      apart
      for payment on any shares of any Common Stock, or other class of stock presently
      authorized or to be authorized (the Common Stock, and such other stock being
      hereinafter collectively the “Junior Stock”) at the rate of 10% per annum on the
      Series B Stated Value, from the date of issue of such shares. Dividends are
      payable on the Series B Preferred Stock commencing with the period ending June
      30, 2008 and are payable on the last day of each calendar quarter thereafter.
      Notwithstanding the foregoing for so long as an “Event of Default” (as defined
      in Paragraph 6 below) has occurred and is continuing, the rate of such
      preferential dividends shall increase to 20% per annum on the Series B Stated
      Value, and revert back to the original rate upon such Event of Default being
      cured. Dividends must be delivered to the Holders not later than five business
      days after the end of each period for which dividends are payable. For a period
      beginning on the date of issuance of the Series B Preferred Stock and ending
      on
      the third (3rd)
      anniversary of such issuance (the “Corporation’s Dividend Option Period”), the
      Corporation shall make dividend payments in additional
      shares of Series B Preferred Stock, valued at the Series B Stated Value thereof
      in lieu of cash,
      provided,
      however,
      that at
      its option, the Corporation may make such dividend payments in cash during
      the
      Corporation’s Dividend Option Period with the consent of the Holders of a
      majority of the outstanding shares of Series B Preferred Stock, including NJTC
      Venture Fund SBIC, L.P. (“NJTC”), if it is then the Holder of at least 25% of
      the shares of Series B Preferred Stock purchased by it on the “Initial Closing
      Date” (as defined below). After the expiration of the Corporation’s Dividend
      Option Period, all payments of dividends must be made in additional shares
      of
      Series B Preferred Stock, valued at the Series B Stated Value thereof in lieu
      of
      cash unless the Holders of a majority of the outstanding shares of Series B
      Preferred Stock, including NJTC, if it is then the
      Holder of at least 25% of the shares of Series B Preferred Stock purchased
      by it
      on the Initial Closing Date,
      elect
      on behalf of the Series B Preferred Stock Holders that the Holders of Series
      B
      Preferred Stock shall be paid in cash. The issuance of such shares of Series
      B
      Preferred Stock shall constitute full payment of such dividends.

     

    (b) The
      dividends on the Series B Preferred Stock at the rates provided above shall
      be
      cumulative whether or not declared so that, if at any time full cumulative
      dividends at the rate aforesaid on all shares of the Series B Preferred Stock
      then outstanding from the date from and after which dividends thereon are
      cumulative to the end of the annual dividend period next preceding such time
      shall not have been paid or declared and set apart for payment, or if the full
      dividend on all such outstanding Series B Preferred Stock for the then current
      dividend period shall not have been paid or declared and set apart for payment,
      the amount of the deficiency shall be paid or declared and set apart for payment
      before any sum shall be set apart for or applied by the Corporation or a
      subsidiary of the Corporation to the purchase, redemption or other acquisition
      of the Series B Preferred Stock, Series A Preferred Stock or any shares of
      any
      other class of stock ranking on a parity with the Series B Preferred Stock
      (“Parity Stock”) and before any dividend or other distribution shall be paid or
      declared and set apart for payment on any Junior Stock and before any sum shall
      be set aside for or applied to the purchase, redemption or other acquisition
      of
      Junior Stock.

     

    
      
        
        

      

      
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    (c) Dividends
      on all shares Series B Preferred Stock shall begin to accrue and be cumulative
      from and after the respective date of issuance thereof. A dividend period shall
      be deemed to commence on the day following a dividend payment date herein
      specified and to end on the next succeeding dividend payment date herein
      specified.

     

    3. Liquidation
      and Redemption Rights.

     

    (a) Liquidation. Upon
      the
      occurrence of a “Liquidation Event” (as defined below), the Holders of the
      Series B Preferred Stock shall be entitled to receive, and before any payment
      or
      distribution shall be made on the Series A Preferred Stock or any Junior Stock,
      out of the assets of the Corporation available for distribution to stockholders,
      an amount equal to one (1) times the Series B Stated Value per share of Series
      B
      Preferred Stock and all accrued and unpaid dividends to and including the date
      of payment thereof. Upon the payment in full of all amounts due (i) to the
      Holders of the Series B Preferred Stock; and (ii) to Holders of Series A
      Preferred Stock, the Series B Preferred Stock (on an as converted basis), the
      Common Stock and any other class of Junior Stock shall collectively receive
      all
      remaining assets of the Corporation legally available for distribution. If
      the
      assets of the Corporation available for distribution to the Holders of the
      Series B Preferred Stock shall be insufficient to permit payment in full of
      the
      amounts payable as aforesaid to the Holders of Series B Preferred Stock upon
      a
      Liquidation Event, then all such assets of the Corporation shall be distributed
      to the exclusion of the Holders of shares of Series A Preferred Stock and Junior
      Stock ratably among the Holders of the Series B Preferred Stock. “Liquidation
      Event” shall mean (i) the liquidation, dissolution or winding-up, whether
      voluntary or involuntary, of the Corporation, (ii) the purchase or redemption
      by
      the Corporation of shares of any class of stock or the merger or consolidation
      of the Corporation with or into any other corporation or corporations unless
      (a)
      the Holders of the Series B Preferred Stock receive securities of the surviving
      corporation having substantially similar rights as the Series B Preferred Stock
      and the stockholders of the Corporation immediately prior to such transaction
      are holders of at least a majority of the voting securities of the successor
      corporation immediately thereafter or (b) the Holders of a majority of the
      shares of Series B Preferred Stock, including NJTC (if it is then a Holder
      of at
      least 25% of the shares of Series B Preferred Stock purchased by it on the
      “Initial Closing Date” as defined in that certain Subscription Agreement dated
      as of June __, 2008 by and among the Corporation and the subscribers identified
      on the signature pages thereto (the “Initial Closing Date”)) elect otherwise or
      (c) the sale, license or lease of all or substantially all, or any material
      part
      of, the Corporation’s assets, unless the Holders of a majority of the shares of
      Series B Preferred Stock, including NJTC (if it is then a Holder of at least
      25%
      of the shares of Series B Preferred Stock purchased by it on the Initial Closing
      Date), elect otherwise.

     

    
      
        
        

      

      
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    (b) Redemption. Commencing
      on the fifth (5th)
      anniversary of the Initial Closing Date, subject to (i) the approval of the
      Holders of a majority of the shares of Series B Preferred Stock then
      outstanding, including NJTC (if it is then a Holder of at least 25% of the
      shares of Series B Preferred Stock purchased by it on the Initial Closing Date),
      and (ii) provided that the market price of the Common Stock on the date of
      the
      Series B Notice of Required Redemption (defined below) is less than the
“Conversion Price” (as defined in Section 4(a) hereof) applicable to the Series
      B Preferred Stock, as reported on any national exchange, bulletin board or
      other
      reporting service where the Corporation’s Common Stock is quoted, the Holders of
      the Series B Preferred Stock will have the right to require the Corporation
      to
      redeem all (but not less than all) of the Obligation Amount of the Series B
      Preferred Stock (“Series B Required Redemption”), by paying to the Holder a sum
      of money equal to such Holder’s pro rata portion of the Obligation Amount to be
      redeemed (the “Series B Required Redemption Amount”). The Holder’s election to
      exercise its right to redeem shall be made by notice in writing to the
      Corporation from NJTC (the “Series B Notice of Required Redemption”) indicating
      that NJTC has elected to exercise the Series B Required Redemption hereunder.
      Thereafter, and in no event later than five (5) business days after delivery
      of
      the Series B Notice of Required Redemption, the Corporation shall deliver to
      each Holder of the Series B Preferred Stock an additional notice requesting
      such
      Holder to (i) specify where payment of the Obligation Amount regarding such
      Holder’s Series B Preferred Stock is to be made and (ii) deliver the share
      certificate representing the shares of Series B Preferred Stock held by such
      Holder (or an affidavit of lost share certificate in respect thereof). The
      Corporation shall within thirty (30) business days (the “Series B Required
      Redemption Period”) of receipt of the Series B Notice of Required Redemption
      (the “Series B Redemption Payment Date”), pay the total Series B Required
      Redemption Amount in full at the location or locations of payment specified
      in
      the Series B Notice of Required Redemption in good funds. In the event the
      Corporation fails to pay the Series B Required Redemption Amount on the Series
      B
      Required Redemption Payment Date as set forth herein, then the Corporation’s
      failure may be deemed by the Holder to be a non-curable Event of Default. Each
      Holder of Series B Preferred Stock may waive in writing such Holder’s right to
      Series B Required Redemption.

     

    4. Conversion
      into Common Stock.
      Holders
      of shares of Series B Preferred Stock shall have the following conversion rights
      and obligations:

     

    (a) Subject
      to the further provisions of this paragraph 4 each Holder of Series B Preferred
      Stock shall have the right at any time commencing after the issuance to the
      Holder Series B Preferred Stock, to convert such shares (including any accrued
      and unpaid dividends on such shares whether or not declared if such conversion
      occurs prior to the third (3rd)
      anniversary of the Initial Closing Date), and any other sum owed by the
      Corporation arising from the Series B Preferred Stock or pursuant to the
      Subscription Agreement entered into by the Corporation and the Holder or
      Holder’s predecessor in connection with the issuance of Series B Preferred Stock
      (each a “Subscription Agreement”) (collectively “Obligation Amount”) into fully
      paid and non-assessable shares of Common Stock of the Corporation determined
      in
      accordance with the applicable “Conversion Price” provided in paragraph 4(b)
      below (the “Conversion Price”). All issued or accrued but unpaid dividends may
      be converted at the election of the Holder simultaneously with the conversion
      of
      principal amount of Series B Stated Value, as the case may be, being converted.
      Following the third (3rd)
      anniversary of the Initial Closing Date, and with the written consent of NJTC
      (if it is then a Holder of at least 25% of the shares of Series B Preferred
      Stock purchased by it on the Initial Closing Date), Holders, at their election,
      may receive payment of such dividends in cash upon conversion.

     

    (b) The
      number of shares of Common Stock issuable upon conversion of the Obligation
      Amount shall equal (i) the sum of (A) the Series B Stated Value per share being
      converted, and (B) at the Holder’s election, accrued and unpaid dividends on
      such share, divided by (ii) the Conversion Price. The Conversion Price of the
      Series B Preferred Stock shall initially be $.035 and shall be increased to
      $.0375 in the event that within the 60-day
      period following the Initial Closing Date, the Corporation, at one or more
      additional closings, issues additional shares of Series B Preferred Stock so
      that the aggregate gross proceeds raised by the Corporation on the Initial
      Closing Date and at such additional closings (including the principal amount
      of
      outstanding debt of the Corporation converted into Series B Preferred Stock)
      is
      $4,685,000 or more. The Conversion Price shall also be subject
      to adjustment as described below.

     

    
      
        
        

      

      
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    (c) Holder
      will give notice of its decision to exercise its right to convert the Series
      B
      Preferred Stock, or part thereof by telecopying an executed and completed Notice
      of Conversion (a form of which is annexed as Exhibit
      A
      to this
      Certificate of Designation) to the Corporation via confirmed telecopier
      transmission. The Holder will not be required to surrender the Series B
      Preferred Stock certificate until in each case the Series B Preferred Stock
      has
      been fully converted. Each date on which a Notice of Conversion is telecopied
      to
      the Corporation in accordance with the provisions hereof shall be deemed a
      Conversion Date. The Corporation will itself or cause the Corporation’s transfer
      agent to transmit the Corporation’s Common Stock certificates representing the
      Common Stock issuable upon conversion of the Series B Preferred Stock to the
      Holder via express courier for receipt by such Holder within three (3) business
      days after receipt by the Corporation of the Notice of Conversion (the “Delivery
      Date”). In the event the Common Stock is electronically transferable, then
      delivery of the Common Stock must be made by electronic transfer provided
      request for such electronic transfer has been made by the Holder. A Series
      B
      Preferred Stock certificate representing the balance of the Series B Preferred
      Stock not so converted will be provided by the Corporation to the Holder if
      requested by Holder, provided the Holder has delivered the original Series
      B
      Preferred Stock certificate to the Corporation. To the extent that a Holder
      elects not to surrender Series B Preferred Stock for reissuance upon partial
      payment or conversion, the Holder hereby indemnifies the Corporation against
      any
      and all loss or damage attributable to a third-party claim in an amount in
      excess of the actual amount of the Series B Stated Value then owned by the
      Holder.

     

    In
      the
      case of the exercise of the conversion rights set forth in paragraph 4(a) the
      conversion privilege shall be deemed to have been exercised and the shares
      of
      Common Stock issuable upon such conversion shall be deemed to have been issued
      upon the date of receipt by the Corporation of the Notice of Conversion. The
      person or entity entitled to receive Common Stock issuable upon such conversion
      shall, on the date such conversion privilege is deemed to have been exercised
      and thereafter, be treated for all purposes as the recordholder of such Common
      Stock and shall on the same date cease to be treated for any purpose as the
      record Holder of such shares of Series B Preferred Stock so
      converted.

     

    Upon
      the
      conversion of any shares of Series B Preferred Stock no adjustment or payment
      shall be made with respect to such converted shares on account of any dividend
      on the Common Stock, except that the Holder of such converted shares shall
      be
      entitled to be paid any dividends declared on shares of Common Stock after
      conversion thereof.

     

    The
      Corporation shall not be required, in connection with any conversion of Series
      B
      Preferred Stock, and payment of dividends on Series B Preferred Stock to issue
      a
      fraction of a share of its Series B Preferred Stock or Common Stock and may
      instead deliver a stock certificate representing the next whole
      number.

     

    The
      Corporation and Holder may not convert that amount of the Obligation Amount
      on a
      Conversion Date in amounts that would result in the Holder having a beneficial
      ownership of Common Stock which would be in excess of the sum of (i) the number
      of shares of Common Stock beneficially owned by the Holder and its affiliates
      on
      such Conversion Date, and (ii) the number of shares of Common Stock issuable
      upon the conversion of the Obligation Amount with respect to which the
      determination of this proviso is being made on such Conversion Date, which
      would
      result in beneficial ownership by the Holder and its affiliates of more than
      4.99% of the outstanding shares of Common Stock of the Corporation. For the
      purposes of the proviso to the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the Securities
      Exchange Act of 1934, as amended, and Regulation 13d-3 thereunder. Subject
      to
      the foregoing, the Holder shall not be limited to successive exercises which
      would result in the aggregate issuance of more than 4.99%. The Holder may revoke
      the conversion limitation described in this Paragraph, in whole or in part,
      upon
      61 days prior notice to the Corporation. The Holder may allocate which of the
      equity of the Corporation deemed beneficially owned by the Holder shall be
      included in the 4.99% amount described above and which shall be allocated to
      the
      excess above 4.99%. The Holder may waive the conversion limitation described
      in
      this Section in whole or in part, upon and effective after 61 days prior written
      notice to the Company to increase such percentage to up to 9.99%.

     

    
      
        
        

      

      
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    (d) The
      Conversion Price determined pursuant to Paragraph 4(b) shall be subject to
      adjustment from time to time as follows:

     

    (i) In
      case
      the Corporation shall at any time (A) declare any dividend or distribution
      on
      its Common Stock or other securities of the Corporation other than the Series
      A
      Preferred Stock and Series B Preferred Stock, (B) split or subdivide the
      outstanding Common Stock, (C) combine the outstanding Common Stock into a
      smaller number of shares, or (D) issue by reclassification of its Common Stock
      any shares or other securities of the Corporation, then in each such event
      the
      Conversion Price shall be adjusted proportionately so that the Holders of Series
      B Preferred Stock shall be entitled to receive the kind and number of shares
      or
      other securities of the Corporation which such Holders would have owned or
      have
      been entitled to receive after the happening of any of the events described
      above had such shares of Series B Preferred Stock been converted immediately
      prior to the happening of such event (or any record date with respect thereto).
      Such adjustment shall be made whenever any of the events listed above shall
      occur. An adjustment made to the Conversion Price pursuant to this paragraph
      4(d)(i) shall become effective immediately after the effective date of the
      event.

     

    (ii) For
      so
      long as the Series B Preferred Stock is outstanding, other than in the case
      of
      an “Excepted Issuance” (as defined below), if the Corporation issues shares of
      Common Stock (or securities convertible into or exchangeable or exercisable
      for
      Common Stock) (“New Issuance”), for a consideration at a price per share (or
      having a conversion, exchange or exercise price per share) less than the
      Conversion Price of the Series B Preferred Stock immediately in effect prior
      to
      such sale or issuance, then immediately prior to such sale or issuance the
      Conversion Price of the Series B Preferred Stock shall be reduced to a price
      (calculated to the nearest hundredth of a cent) determined by multiplying such
      prior Conversion Price by a fraction, the numerator of which shall be the number
      of shares of “Calculated Securities” (as defined below) outstanding immediately
      prior to such sale or issuance plus the number of additional securities in
      respect of the New Issuance which the aggregate consideration received by the
      Corporation for the total number of such additional securities so issued or
      sold
      would purchase at such prior Conversion Price, and the denominator of which
      shall be the number of shares Calculated Securities outstanding immediately
      prior to such issue or sale plus the number of such additional securities so
      issued or sold. “Calculated
      Securities”
means
      (i) all shares of Common Stock then outstanding, (ii) all shares of Common
      Stock
      issuable upon conversion of the then outstanding Series A Preferred Stock and
      Series B Preferred Stock (without giving effect to any adjustments to the
      conversion price of any series of Preferred Stock as a result of such issuance)
      and (iii) and all shares of Common Stock issuable upon exercise and/or
      conversion of outstanding options, warrants or other rights for the purchase
      of
      shares of Common Stock. “Excepted
      Issuances”
shall
      include the Corporation’s issuance of (i) options to purchase Common Stock
      pursuant to stock option plans and employee stock purchase plans, (ii) Common
      Stock upon exercise of the options referred to in clause (i), (iii) Common
      Stock
      upon the exercise of warrants or other convertible securities outstanding prior
      to the date hereof, (iv) securities which results in an adjustment to the
      Conversion Price under Section 4(d)(i) above, (v) Series A Preferred Stock
      or
      Series B Preferred Stock or any shares of Common Stock on conversion thereof,
      and (vi) securities as payment of dividends or liquidated damages in respect
      of
      the Series A Preferred Stock or Series B Preferred Stock. 

     

    
      
        
        

      

      
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    (e) (1)
      In
      case of any merger of the Corporation with or into any other corporation (other
      than a merger in which the Corporation is the surviving or continuing
      corporation and which does not result in any reclassification, conversion,
      or
      change of the outstanding shares of Common Stock) then unless the right to
      convert shares of Series B Preferred Stock shall have terminated as part of
      such
      merger, lawful provision shall be made so that Holders of Series B Preferred
      Stock shall thereafter have the right to convert each share of Series B
      Preferred Stock into the kind and amount of shares of stock and/or other
      securities or property receivable upon such merger by a Holder of the number
      of
      shares of Common Stock into which such shares of Series B Preferred Stock might
      have been converted immediately prior to such consolidation or merger. Such
      provision shall also provide for adjustments which shall be as nearly equivalent
      as may be practicable to the adjustments provided for in sub-paragraph (d)
      of
      this paragraph 4. The foregoing provisions of this paragraph 4(e) shall
      similarly apply to successive mergers.

     

    (i) In
      case
      of any sale or conveyance to another person or entity of the property of the
      Corporation as an entirety, or substantially as an entirety, in connection
      with
      which shares or other securities or cash or other property shall be issuable,
      distributable, payable, or deliverable for outstanding shares of Common Stock,
      then, unless the right to convert such shares shall have terminated, lawful
      provision shall be made so that the Holders of Series B Preferred Stock shall
      thereafter have the right to convert each share of the Series B Preferred Stock
      into the kind and amount of shares of stock or other securities or property
      that
      shall be issuable, distributable, payable, or deliverable upon such sale or
      conveyance with respect to each share of Common Stock immediately prior to
      such
      conveyance.

     

    (f) Whenever
      the number of shares to be issued upon conversion of the Series B Preferred
      Stock is required to be adjusted as provided in this paragraph 4, the
      Corporation shall forthwith compute the adjusted number of shares to be so
      issued and prepare a certificate setting forth such adjusted conversion amount
      and the facts upon which such adjustment is based, and such certificate shall
      forthwith be filed with the Transfer Agent for the Series B Preferred Stock
      and
      the Common Stock; and the Corporation shall mail to each Holder of record of
      Series B Preferred Stock notice of such adjusted conversion price not later
      than
      the first business day after the event, giving rise to the
      adjustment.

     

    (g) In
      case
      at any time the Corporation shall propose:

     

    (i) to
      pay
      any dividend or distribution payable in shares upon its Common Stock or make
      any
      distribution (other than cash dividends) to the Holders of its Common Stock;
      or

     

    (ii) to
      offer
      for subscription to the Holders of its Common Stock any additional shares of
      any
      class or any other rights; or

     

    (iii) any
      capital reorganization or reclassification of its shares or the merger of the
      Corporation with another corporation (other than a merger in which the
      Corporation is the surviving or continuing corporation and which does not result
      in any reclassification, conversion, or change of the outstanding shares of
      Common Stock); or

     

    (iv) the
      voluntary dissolution, liquidation or winding-up of the
      Corporation;

     

    
      
        
        

      

      
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    then,
      and
      in any one or more of said cases, the Corporation shall cause at least fifteen
      (15) days prior notice of the date on which (A) the books of the Corporation
      shall close or a record be taken for such stock dividend, distribution, or
      subscription rights, or (B) such capital reorganization, reclassification,
      merger, dissolution, liquidation or winding-up shall take place, as the case
      may
      be, to be mailed to the Holders of record of the Series B Preferred
      Stock.

     

    (h) Following
      the effectiveness of the reverse stock split and/or increase in authorized
      capital required by Section 9(f) of the Subscription Agreement, and in no event
      later than 180 days following the Initial Closing Date, so long as any shares
      of
      Series B Preferred Stock or any Obligation Amount shall remain outstanding
      and
      the Holders thereof shall have the right to convert the same in accordance
      with
      provisions of this paragraph 4, the Corporation shall at all times, reserve
      from
      the authorized and unissued shares of its Common Stock 175% of the number of
      shares of Common Stock that would be necessary to allow the conversion of the
      entire Obligation Amount.

     

    (i) The
      term
“Common Stock” as used in this Certificate of Designation shall mean the $.001
      par value Common Stock of the Corporation as such stock is constituted at the
      date of issuance thereof or as it may from time to time be changed, or shares
      of
      stock of any class or other securities and/or property into which the shares
      of
      the Series B Preferred Stock shall at any time become convertible pursuant
      to
      the provisions of this paragraph 4.

     

    (j) The
      Corporation shall pay the amount of any and all issue taxes (but not income
      taxes) which may be imposed in respect of any issue or delivery of stock upon
      the conversion of any shares of Series B Preferred Stock, but all transfer
      taxes
      and income taxes that may be payable in respect of any change of ownership
      of
      Series B Preferred Stock or any rights represented thereby or of stock
      receivable upon conversion thereof shall be paid by the person or persons
      surrendering such stock for conversion.

     

    (k) In
      the
      event a Holder shall elect to convert any shares of Series B Preferred Stock
      as
      provided herein, the Corporation may not refuse conversion based on any claim
      that such Holder or any one associated or affiliated with such Holder has been
      engaged in any violation of law, or for any other reason unless, an injunction
      from a court, on notice, restraining and or enjoining conversion of all or
      part
      of said shares of Series B Preferred Stock shall have been sought and obtained
      by the Corporation or at the Corporation’s request or with the Corporation’s
      assistance and the Corporation posts a surety bond for the benefit of such
      Holder equal to 120% of the Obligation Amount sought to be converted, which
      is
      subject to the injunction, which bond shall remain in effect until the
      completion of arbitration/litigation of the dispute and the proceeds of which
      shall be payable to such Holder in the event it obtains judgment.

     

    (l) In
      addition to any other rights available to the Holder, if the Corporation fails
      to deliver to the Holder such certificate or certificates pursuant to Section
      4(c) by the Delivery Date and if within seven (7) business days after the
      Delivery Date the Holder purchases (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by such Holder
      of
      the Common Stock which the Holder anticipated receiving upon such conversion
      (a
“Buy-In”), then the Corporation shall pay in cash to the Holder (in addition to
      any remedies available to or elected by the Holder) within five (5) business
      days after written notice from the Holder, the amount by which (A) the Holder’s
      total purchase price (including brokerage commissions, if any) for the shares
      of
      Common Stock so purchased exceeds (B) the aggregate Stated Value of the shares
      of Series B Preferred Stock for which such conversion was not timely honored,
      together with interest thereon at a rate of 15% per annum, accruing until such
      amount and any accrued interest thereon is paid in full (which amount shall
      be
      paid as liquidated damages and not as a penalty). The Holder shall provide
      the
      Corporation written notice indicating the amounts payable to the Holder in
      respect of the Buy-In.

     

    
      
        
        

      

      
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    (m) The
      Corporation understands that a delay in the delivery of Common Stock upon
      conversion of Series B Preferred Stock in the form required pursuant to this
      Certificate of Designation and the applicable Subscription Agreement after
      the
      Delivery Date could result in economic loss to the Holder. As compensation
      to
      the Holder for such loss, the Corporation agrees to pay (as liquidated damages
      and not as a penalty) to the Holder for such late issuance of Common Stock
      upon
      Conversion of the Series B Preferred Stock in the amount of $100 per business
      day after the Delivery Date for each $10,000 of Obligation Amount being
      converted of the corresponding Common stock which is not timely delivered.
      The
      Corporation shall pay any payments incurred under this section in immediately
      available funds upon demand. Furthermore, in addition to any other remedies
      which may be available to the Holder, in the event that the Corporation fails
      for any reason to effect delivery of the Common Stock by the Delivery Date,
      the
      Holder will be entitled to revoke all or part of the relevant Notice of
      Conversion or rescind all by delivery of a notice to such effect to the
      Corporation whereupon the Corporation and the Holder shall each be restored
      to
      their respective positions immediately prior to the delivery of such notice,
      except that the liquidated damages described above shall be payable through
      the
      date notice of revocation is given to the Corporation.

     

    5. Board
      Rights; Voting Rights.
      Following the date of first issuance of the Series B Preferred Stock, and for
      so
      long as NJTC shall hold at least 25% of the shares of Series B Preferred Stock
      purchased by it on the Initial Closing Date, the Board of Directors of the
      Corporation shall consist of six (6) members, two (2) of whom shall be appointed
      by NJTC. Within the first twelve (12) months following the Initial Closing
      Date,
      the Corporation
      shall
      cause one (1) member who was not appointed by NJTC to resign or retire, and
      the
      Board of Directors of the Corporation will be reduced to five (5) members.
      The
      Corporation shall also create a compensation committee consisting of no less
      than three (3) members, of which NJTC shall have the right to appoint two (2)
      members for such time as it shall hold at least 25% of the shares of Series
      B
      Preferred Stock purchased by it on the Initial Closing Date. In addition, so
      long as Cahn Medical Technologies, LLC (“CMT”) is the holder of at least
      twenty-five percent (25%) of the shares of the Series B Preferred Stock
      purchased by it on the Initial Closing Date, CMT shall have the right to have
      its designee receive notices of, and attend as an observer, all meetings of
      the
      Board of Directors of the Corporation. The Holders of shares of Series B
      Preferred Stock shall vote together with the holders of the Common Stock on
      an
      as converted basis, provided,
      however,
      that the
      consent of the holders of at least a majority of the shares of the Series B
      Preferred Stock, including NJTC (if it is then a Holder of at least 25% of
      the
      shares of Series B Preferred Stock purchased by it on the Initial Closing Date),
      voting as a separate class, shall be required for the following
      actions:

     

    (a) amending
      the Corporation’s certificate of incorporation or by-laws if such amendment
      would adversely affect the Series B Preferred Stock, including without
      limitation:

     

    (i) changing
      the relative seniority rights of the holders of the Series B Preferred Stock
      as
      to the payment of dividends in relation to the holders of any other capital
      stock of the Corporation, or create any other class or series of capital stock
      entitled to seniority as to the payment of dividends in relation to the holders
      of Series B Preferred Stock;

     

    (ii) reducing
      the amount payable to the holders of Series B Preferred Stock upon the voluntary
      or involuntary liquidation, dissolution or winding up of the Corporation, or
      change the relative seniority of the liquidation preferences of the holders
      of
      Series B Preferred Stock to the rights upon liquidation of the holders of other
      capital stock of the Corporation, or change the dividend rights of the holders
      of Series B Preferred Stock;

     

    
      
        
        

      

      
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    (iii) canceling
      or modifying the conversion rights of the holders of Series B Preferred Stock
      provided for in Section 4 herein; or

     

    (iv) canceling
      or modifying the rights of the holders of the Series B Preferred Stock provided
      for in this Section 5.

     

    (v) changing
      the authorized number of shares of Series B Preferred Stock.

     

    (b) purchasing
      any of the Corporation’s securities other than required redemptions of Series A
      Preferred Stock and Series B Preferred Stock and repurchase under restricted
      stock and option agreements authorizing the Corporation’s employees (as
      permitted herein);

     

    (c) increasing
      the number of authorized members of the Board of Directors of the Corporation
      to
      a number greater than five (5) following the reduction of members set forth
      in
      this Section 5 above;

     

    (d) transactions
      with any officer or stockholder of the corporation; unless such transaction
      is
      at “arm’s length” or approved of by the Corporation’s Board of Directors;


     

    (e) effecting
      a Liquidation Event;

     

    (f) declaring
      or paying any dividends other than in respect of the Series B Preferred Stock
      or
      the Series A Preferred Stock;

     

    (g) any
      changes to the Corporation’s budget in contravention to the SBA regulations;
      and

     

    (h) issuing
      any additional securities having rights senior to or on parity with the Series
      B
      Preferred Stock;

     

    6. Events
      of Default.
      Unless
      waived in writing by Holders of a majority of the Series B Preferred Stock,
      including the written consent of NJTC (if it is then a Holder of at least 25%
      of
      the shares of Series B Preferred Stock purchased by it on the Initial Closing
      Date), the occurrence of any of the following events of default (each, an “Event
      of Default”) shall, until such Event of Default has been cured, cause the
      dividend rate of 10% described in paragraph 2 hereof to become 20% from and
      after the occurrence of such event with respect to the Series B Preferred
      Stock:

     

    (i) The
      Corporation fails to timely pay any dividend payment or the failure to timely
      pay any other sum of money due to a Holder of Series B Preferred Stock from
      the
      Corporation and such failure continues for a period of seven (7) days after
      written notice to the Corporation from such Holder.

     

    (ii) The
      Corporation breaches any material covenant, term or condition of the
      Subscription Agreement entered into by the Corporation with the Holders of
      the
      Series B Preferred Stock (the “Series B Subscription Agreement”) or in this
      Certificate of Designation, and if capable of being cured such breach continues
      for a period of ten (10) days after written notice to the Corporation from
      a
      Holder of Series B Preferred Stock.

     

    
      
        
        

      

      
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    (iii) Any
      material representation or warranty of the Corporation made in the Series B
      Subscription Agreement, or in any agreement, statement or certificate given
      in
      writing pursuant thereto shall prove to have been false or misleading at the
      time when made.

     

    (iv) The
      Corporation or any of its subsidiaries shall make an assignment of a substantial
      part of its property or business for the benefit of creditors, or apply for
      or
      consent to the appointment of a receiver or trustee for it or for a substantial
      part of its property or business, or such a receiver or trustee shall otherwise
      be appointed.

     

    (v) Any
      money
      judgment, confession of judgment, writ or similar process shall be entered
      against the Corporation, a subsidiary of the Corporation, or their property
      or
      other assets for more than $100,000, and is not vacated, satisfied, bonded
      or
      stayed within 45 days.

     

    (vi) Bankruptcy,
      insolvency, reorganization or liquidation proceedings or other proceedings
      for
      relief under any bankruptcy law or any law for the relief of debtors shall
      be
      instituted by the Corporation or if instituted against the Corporation or any
      of
      its subsidiaries, is not dismissed within 45 days.

     

    (vii) An
      order
      entered by a court of competent jurisdiction, or by the Securities and Exchange
      Commission, or by the National Association of Securities Dealers, preventing
      purchase and sale transactions in the Corporation’s Common Stock for a period of
      five or more consecutive trading days.

     

    (viii) The
      Corporation’s failure to timely deliver to the Holder of Series B Preferred
      Stock Common Stock or a replacement Preferred Stock certificate (if required)
      within fifteen (15) business days of the required delivery date.

     

    (ix) The
      occurrence of a Non-Registration Event as described in Section 11.4 of the
      Series B Subscription Agreement.

     

    (x) Delisting
      of the Common Stock from the OTC Bulletin Board (“OTCBB”) or such other
      principal market or exchange on which the Common Stock is listed for trading,
      if
      the Common Stock is not quoted or listed on such market or exchange, or quoted
      on the automated quotation system of a national securities association or listed
      on a national securities exchange, within ten (10) trading days after such
      delisting.

     

    (xi) The
      Corporation fails to reserve the amount of Common Stock required to be reserved
      pursuant to Section 4(h) hereof.

     

    (xii) A
      default
      by the Corporation of a material term, covenant, warranty or undertaking of
      any
      other agreement to which the Corporation and the Holders of the Series B
      Preferred Stock are parties, in each case, which is not cured after any required
      notice and/or cure period, or if no such period is provided, within 15 days
      after the sooner of written notice from the Holder of Series B Preferred Stock
      or the Corporation’s discovery of such default.

     

    (xiii) The
      occurrence of an “Event of Default” pursuant to Section 6 of the Certificate of
      Designation with respect to the Series A Preferred Stock.

     

    
      
        
        

      

      
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    (xiv) Upon
      the
      occurrence of a Change in Control. A “Change in Control” shall mean (i) the
      Corporation becoming a subsidiary of another entity, (ii) a majority of the
      board of directors of the Corporation as of the Initial Closing Date or
      successors appointed by the board of directors having a majority consisting
      of
      such persons or their successors no longer serving as directors of the
      Corporation except due to natural causes, (iii) if any person or entity
other
      than
      officers or directors or persons or entities beneficially owning more than
      ten
      percent (10%) or more of the voting power of outstanding capital stock of the
      Corporation as of the Initial Closing Date, acquires fifty percent (50%) or
      more
      of the voting power of outstanding capital stock of the Corporation, (iv) the
      sale, lease or transfer of substantially all the assets of the Corporation
      or
      its subsidiaries.

     

    7. Status
      of Converted or Redeemed Stock.
      In case
      any shares of Series B Preferred Stock shall be redeemed or otherwise
      repurchased or reacquired, the shares so redeemed, converted, or reacquired
      shall resume the status of authorized but unissued shares of Series B Preferred
      Stock, and shall no longer be designated as Series B Preferred
      Stock.

     

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    EXHIBIT
      A

     

    NOTICE
      OF
      CONVERSION

     

    (To
      Be
      Executed By the Registered Holder in Order to Convert Series B Preferred Stock
      of MedaSorb Technologies Corporation)

     

    The
      undersigned hereby irrevocably elects to convert $______________ of the Stated
      Value of the above Series B Preferred Stock into shares of Common Stock of
      MedaSorb Technologies Corporation (the “Corporation”) according to the
      conditions hereof, as of the date written below.

     

    Date
      of
      Conversion:
      __________________________________________________________________________

     

    Applicable
      Conversion Price Per Share:
      ____________________________________________________________

     

    Number
      of
      Common Shares Issuable Upon This Conversion:
      ___________________________________________

     

    Select
      one:

     

    o A
      Series
      B Convertible Preferred Stock certificate is being delivered herewith. The
      unconverted portion of such certificate should be reissued and delivered to
      the
      undersigned.

     

    o A
      Series
      B Convertible Preferred Stock certificate is not being delivered to MedaSorb
      Technologies Corporation.

     

    Signature:
      _________________________________________________________________________________

     

    Print
      Name:
      ________________________________________________________________________________

     

    Address:
      __________________________________________________________________________________

     

    ________________________________________________________________

     

    Deliveries
      Pursuant to this Notice of Conversion Should Be Made to:

     

    ________________________________________________________________

     

    ________________________________________________________________

     

    ________________________________________________________________

     

    
      
        
        

      

      
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