AMENDMENT
      TO CERTIFICATE OF DESIGNATION 

    OF
      SERIES A 10% CUMULATIVE CONVERTIBLE

    PREFERRED
      STOCK, $.001 PAR VALUE PER SHARE

     

    1. Name
      of
      corporation:

     

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

     

    2. Stockholder
      approval pursuant to statute has been obtained.

     

    3.
       The
      Class
      or Series Being Amended:

     

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

     

    4. By
      resolution adopted by the board of directors, the certificate of designation
      is
      being amended as follows:  

     

    Sections
      2 through 7 of the Certificate of Designation are being amended and restated
      as
      set forth in Attachment A annexed hereto and made a part of this
      filing.

     

    5. Effective
      date of filing (optional):

     

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

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ATTACHMENT
      A

    


    TO

    


    CERTIFICATE
      OF AMENDMENT TO CERTIFICATE OF DESIGNATION

    OF
      

    SERIES
      A 10% CUMULATIVE CONVERTIBLE

    PREFERRED
      STOCK, $.001 PAR VALUE PER SHARE

     

    OF

     

    MEDASORB
      TECHNOLOGIES CORPORATION

     

    2. Dividends.

     

    (a) The
      holders of outstanding shares of Series A 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 B 10% Cumulative Convertible Preferred Stock, $.001 per share (the
“Series B 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 A Stated Value from the date of issue of such shares. Such
      dividends shall be payable on June 30, 2006 and 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 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. The Corporation
      shall, at its option, make dividend payments on the Series A Preferred Stock
      in
      cash or in additional shares of Series A Preferred Stock at the Stated Value.
      The issuance of such shares of Series A Preferred Stock shall constitute full
      payment of such dividends.

     

    (b) The
      dividends on the Series A 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 A 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 A 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 A Preferred Stock or any shares of any other class of stock
      ranking on a parity with the Series A 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.

     

    (c) Dividends
      on all shares of the Series A 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.

     

    
      
         

      

      
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    3. Liquidation
      and Redemption Rights.

     

    (a) Liquidation. Upon
      the
      occurrence of a “Liquidation Event” (as defined below), the Holders of the
      Series A Preferred Stock shall be entitled to receive, following the payment
      to
      the holders of the Series B Preferred Stock the amount of the stated value
      thereof, but before any payment or distribution shall be made on any Junior
      Stock, an amount equal to one (1) times the Series A Stated Value per share
      of
      Series A Preferred Stock. If any assets of the Corporation remaining available
      for distribution to the holders of the Series A Preferred Stock after payment
      to
      the holders of the Series B Preferred Stock, shall be insufficient to permit
      payment in full of the amounts payable as aforesaid to such holders of Series
      A
      Preferred Stock upon a Liquidation Event, then all such assets of the
      Corporation shall be distributed to the exclusion of the holders of shares
      Junior Stock ratably among the Holders of the Series A 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 A Preferred Stock receive
      securities of the surviving corporation having substantially similar rights
      as
      the Series A 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 80% of the shares of Series A Preferred Stock 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 80% of the shares of the Series
      A Preferred Stock elect otherwise.

     

    (b) Corporation
      Redemption. Commencing
      on June 30, 2009, provided an Event of Default has not occurred and is not
      then
      continuing, and subject to the written consent of NJTC Venture Fund SBIC, L.P.
      (“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 of the Series B Preferred
      Stock offering), the Corporation will have the option of redeeming the
      Obligation Amount (as defined below) (“Optional Redemption”), of the Series A
      Preferred Stock, in whole or in part, by paying to the Holders of the Series
      A
      Preferred Stock a sum of money equal to one hundred twenty percent (120%) of
      the
      Obligation Amount to be redeemed (the “Redemption Amount”). The Corporation’s
      election to exercise its right to redeem must be by notice in writing (the
      “Notice of Redemption”) and made proportionately to all Holders of Series A
      Preferred Stock. The Notice of Redemption shall specify the date for such
      Optional Redemption (the “Redemption Payment Date”), which date shall be not
      less than thirty (30) business days after receipt of the Notice of Redemption
      (the “Redemption Period”). A Notice of Redemption shall not be effective with
      respect to any portion of the Obligation Amount for which a Holder has a pending
      election to convert pursuant to Section 4 hereof, or for conversions initiated
      or made by the Holder during the Redemption Period. On the Redemption Payment
      Date, the Redemption Amount less any portion of the Redemption Amount against
      which the Holder has exercised its rights pursuant to Section 4, shall be paid
      in good funds to the Holder. In the event the Corporation fails to pay the
      Redemption Amount on the Redemption Payment Date as set forth herein, then
      (i)
      such Notice of Redemption will be null and void, (ii) the Corporation will
      have
      no further right to deliver a Notice of Redemption, and (iii) the Corporation’s
      failure may be deemed by the Holder to be a non-curable Event of Default. The
      Corporation may not exercise its right to call for or execute an Optional
      Redemption unless all the Common Stock issuable upon conversion of the entire
      Obligation Amount may be publicly resold without volume limitations or
      restrictions on transfer pursuant to Rule 144(b)(1) under the Securities Act
      of
      1933; and the trading volume of the Common Stock as reported by Bloomberg LP
      for
      the “Principal Market” (as defined in Section 9(b) of the Series A Subscription
      Agreement) is not less than 200,000 shares for each day during the fifteen
      trading days preceding the date Notice of Redemption is given.


    
      
         

      

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

     

    (a) Subject
      to the further provisions of this paragraph 4 each Holder of shares of Series
      A
      Preferred Stock shall have the right at any time commencing after the issuance
      to the Holder of Series A Preferred Stock, to convert such shares (including
      any
      accrued and unpaid dividends on such shares whether or not declared), and any
      other sum owed by the Corporation arising from the Series A Preferred Stock
      or
      pursuant to a Subscription Agreement entered into by the Corporation and the
      Holder or Holder’s predecessor in connection with the issuance of Series A
      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 A Stated Value
      being converted. 

     

    (b) The
      number of shares of Common Stock issuable upon conversion of the Obligation
      Amount shall equal (i) the sum of (A) the Series A 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 A Preferred Stock shall be $1.25, subject to adjustment only as described
      herein.

     

    (c) Holder
      will give notice of its decision to exercise its right to convert the Series
      A
      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 A
      Preferred Stock certificate until in each case the Series A 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 A 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
      A
      Preferred Stock certificate representing the balance of the Series A 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
      A
      Preferred Stock certificate to the Corporation. To the extent that a Holder
      elects not to surrender Series A 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 A 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 A Preferred Stock so
      converted.


    
      
         

      

      
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    Upon
      the
      conversion of any shares of Series A 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
      A
      Preferred Stock, and payment of dividends on Series A Preferred Stock to issue
      a
      fraction of a share of its Series A 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%.

     

    (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 on the Series
      A Preferred Stock or 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
      A 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 A 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.

     

    (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 A Preferred Stock shall have terminated as part of such merger, lawful
      provision shall be made so that Holders of Series A Preferred Stock shall
      thereafter have the right to convert each share of Series A 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 A 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.

     

    
      
         

      

      
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    (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 A Preferred Stock shall
      thereafter have the right to convert each share of the Series A 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 A 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 A Preferred Stock
      and
      the Common Stock; and the Corporation shall mail to each Holder of record of
      Series A 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;

     

    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 A 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 entered into
      by
      the Corporation with the purchasers of the Series B Preferred Stock, and in
      no
      event later than 180 days following the Initial Closing Date, so long as any
      shares of Series A 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. 


    
      
         

      

      
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    (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 A 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 A Preferred Stock, but all transfer
      taxes
      and income taxes that may be payable in respect of any change of ownership
      of
      Series A 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 A 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 A 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 A 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.

     

    (m) The
      Corporation understands that a delay in the delivery of Common Stock upon
      conversion of Series A 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 A 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.


    
      
         

      

      
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    5. Voting
      Rights.
      The
      Holders of shares of Series A Preferred Stock shall have no voting rights,
      provided,
      however,
      that the
      consent of the holders of at least 80% of the shares of Series A Preferred
      Stock, voting as a separate class, shall be required for amending the
      Corporation’s certificate of incorporation if such amendment would:

     

    (i) change
      the relative seniority rights of the holders of Series A 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 A Preferred Stock;

     

    (ii) reduce
      the amount payable to the holders of Series A 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 A 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 A Preferred Stock;

     

    (iii) cancel
      or
      modify the conversion rights of the holders of Series A Preferred Stock provided
      for in Section 4 herein; or

     

    (iv) cancel
      or
      modify the rights of the holders of the Series A Preferred Stock provided for
      in
      this Section 5.

     

    6. Events
      of Default.
       Unless
      waived in writing by Holders of 80% of the Series A Preferred Stock, 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 A 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 A 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 initial
      purchasers of the Series A Preferred Stock, dated as of June 30, 2006 (the
      “Series A 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 A Preferred
      Stock.


    
      
         

      

      
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    (iii) Any
      material representation or warranty of the Corporation made in the Series A
      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 A Preferred
      Stock Common Stock or a replacement Preferred Stock certificate (if required)
      within fifteen (15) business days of the required delivery date.

     

    (ix) 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.

     

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

     

    (xi) 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 A
      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 A Preferred Stock
      or the Corporation’s discovery of such default.

     

    (xii) The
      occurrence of an “Event of Default” pursuant to Section 6 of the Certificate of
      Designation with respect to the Series B Preferred Stock other than as a result
      of a “Non-Registration Event” under clause (ix) of such Section
      6.


    
      
         

      

      
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    (xiii) 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 issue date of the Series
      B Preferred Stock 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 issue date of the Series B Preferred Stock,
      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 A 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 A Preferred
      Stock, and shall no longer be designated as Series A Preferred
      Stock.

     

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    EXHIBIT
      A

     

    NOTICE
      OF
      CONVERSION

     

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

     

    The
      undersigned hereby irrevocably elects to convert $______________ of the Stated
      Value of the above Series A 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 A 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 A 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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