AMENDMENT
TO

    PREFERRED
STOCK PURCHASE AGREEMENT

    DATED
DECEMBER 4, 2009

    


    THIS AMENDMENT (this “Amendment”), dated as
of this 22nd day of
April, 2010, is made by and between MedClean Technologies, Inc., a Delaware
corporation (the “Company”), and Socius
Capital Group, LLC, a Delaware limited liability company, dba Socius Life
Sciences Capital Group, LLC (including its designees, successors and assigns,
“Investor”).

    


    WITNESSETH:

    


    WHEREAS, the Company and the Investor
are parties to a Preferred Stock Purchase Agreement, dated December 4, 2009 (the
“Preferred Stock
Purchase Agreement”); and

    


    WHEREAS, the Company and the Investor
have each separately determined that it is in the parties’ collective best
interests to amend the Preferred Stock Purchase Agreement as set forth
herein.

    


    NOW, THEREFORE, for and in
consideration of the premises and the mutual covenants and agreements herein
contained, the Company and the Investor do hereby agree as follows:

    


    
      	
              (1)  

            	
              The
      Company and the Investor hereby agree to replace Section 2.3(g) of the
      Preferred Stock Purchase Agreement in its entirety with the language
      attached hereto in Exhibit
      A

            


    

    


    
      	
              (2)  

            	
              The
      Company and the Investor hereby agree to continue to be bound by the terms
      and conditions of the Preferred Stock Purchase
  Agreement.

            


    

    


    
      	
              (3)  

            	
              The
      Company and the Investor represent and warrant to each other that all
      necessary action taken by the parties for the authorization, execution and
      delivery of this Amendment and the performance of its obligations
      thereunder have been duly taken and this Amendment, when executed and
      delivered by the Company, assuming due execution and delivery of this
      Amendment by the Investor, shall constitute a legally binding obligation
      of the Company and the Investor, enforceable against each of them in
      accordance with its terms.

            


    

    


    
      	
              (4)  

            	
              This
      Amendment contains the entire understanding between the parties with
      respect to the subject matter of this Agreement and supersedes all prior
      agreements and understandings, both written and oral, among the parties to
      this Agreement with respect to the subject matter of this
      Agreement.

            


    

    


    
      	
              (5)  

            	
              This
      Amendment applies only to the specific instances set forth
      herein.  No other amendment by the Company and the Investor is
      granted or intended except as expressly set forth herein, and the Company
      and the Investor expressly reserve the right, now and at all times
      hereafter, to require strict compliance with the terms of the Preferred
      Stock Purchase Agreement in all other respects, whether in connection with
      any future transaction in respect of similar matters to those amended
      herein, or otherwise.

            


    

    


    
      	
              (6)  

            	
              It
      is the intention of the parties hereto that this Amendment and the
      performance hereunder and all suits and special proceedings hereunder be
      construed in accordance with and under and pursuant to the laws of the
      State of New York and that in any action, special proceeding or other
      proceedings that may be brought arising out of, in connection with or by
      reason of this Amendment, the law of the State of New York shall be
      applicable and shall govern to the exclusion of the law of any other
      forum, without regard to the jurisdiction on which any action or special
      proceeding may be instituted.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              (7)  

            	
              This
      Amendment may be executed in any number of counterparts, each of which
      shall be an original but all of which together shall constitute one and
      the same instrument.

            


    

    


    
      	
              (8)  

            	
              In
      case any provision of this Amendment shall be held to be invalid, illegal
      or unenforceable, such provision shall be severable from the rest of this
      Amendment, and the validity legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired
      thereby.

            


    

    


    


    [-Signature
page follows-]

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN WITNESS WHEREOF, this
Amendment has been executed as of this 22nd day of
April, 2010.

    


    


     

    
      	 	
              MEDCLEAN
      TECHNOLOGIES, INC.

               

              By: David
      Laky                                
      

              Name:
      David J. Laky

              Title:  
      President and Chief Executive Officer

              


                         

              By:
      Cheryl
      K.
      Sadowski                  
      

              Name: 
      Cheryl K. Sadowski

              Title:   
      Treasurer and Chief Financial Officer


              


              SOCIUS
      LIFE SCIENCES CAPITAL GROUP, LLC

              


              By:
      Terry
      Peizer                                  
      

              Name: 
      Terry Peizer

              Title:   
      Managing Director

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Exhibit
A

    


    Amendment
to Section 2.3(g) of

    the
Preferred Stock Purchase Agreement

    


    2.3(g)                      Limitation on the
Obligations to Purchase and Sell.  Notwithstanding any other
provision contained herein, in the event the Closing Bid Price or Closing Sale
Price of the Common Stock during any one or more of the 9 Trading Days following
the Tranche Notice Date falls below 75.0% of the Closing Bid Price on the
Tranche Notice Date the Tranche Closing shall not occur.