FORM 51-102F3
                             MATERIAL CHANGE REPORT

Item 1            Name and Address of Company

                  Vasogen Inc.
                  2505 Meadowvale Blvd
                  Mississauga, Ontario, L5N 5S2

Item 2            Date of Material Change

                  August 11, 2006

Item 3            News Release

                  A press release with respect to the material change described
                  herein was issued on August 11, 2006, and filed on SEDAR.

Item 4            Summary of Material Change

                  Vasogen announced that it has filed an Amended and Restated
                  Prospectus

Item 5            Full Description of Material Change

                  Vasogen Inc. announced that it has filed an amended and
                  restated prospectus with the Ontario Securities Commission and
                  the U.S. Securities and Exchange Commission (SEC) to increase
                  by 30 million the number of common shares that may be sold by
                  certain selling shareholders under the prospectus. The common
                  shares may be issued in connection with the senior convertible
                  notes issued in October 2005 by Vasogen Ireland Limited (VIL),
                  a wholly owned subsidiary of Vasogen Inc. As of August 1,
                  2006, the outstanding principal amount owing under the notes
                  was US$14.8 million. VIL may continue to repay the outstanding
                  principal on a monthly basis over the remaining term of the
                  notes in any combination of cash or common shares at its sole
                  discretion, provided certain conditions are met. Given VIL's
                  right to pay in cash and the potential fluctuation of the
                  Company's share price, the number of shares actually issued
                  may be significantly different from the number covered by the
                  amended prospectus.

                  In addition, on August 11, 2006, Vasogen Inc. filed with
                  applicable Canadian securities regulatory authorities on SEDAR
                  its Report on Form 40-F previously filed with the SEC on EDGAR
                  on February 21, 2006.

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Item 6            Reliance on subsection 7.1(2) or (3) of National Instrument
                  51-102

                  Confidentiality is not requested

Item 7            Omitted Information

                  Not applicable

Item 8            Executive Officer

                  For further information contact Paul Van Damme, Vice
                  President, Finance and Chief Financial Officer of Vasogen Inc.
                  at (905) 817-2008.

The foregoing accurately discloses the material change referred to herein.

DATED at Toronto, Ontario, this 14th day of August, 2006.

                                               VASOGEN INC.

                                               By: /s/ Paul J. Van Damme
                                                   ---------------------
                                               Name: Paul J. Van Damme
                                               Title:  Vice-President, Finance &
                                               Chief Financial Officer