**CODE
      OF BUSINESS CONDUCT AND ETHICS**


**OF
      MEDASORB TECHNOLOGIES CORPORATION**


**(formerly
      Gilder Enterprises, Inc.)**





**Introduction**




This
      Code
      of Business Conduct and Ethics (“ Code ”)
      covers
      a wide range of business practices and procedures. It does not cover every
      issue
      that may arise, but it sets out basic principles to guide all directors,
      officers and employees of MedaSorb Technologies Corporation and its subsidiaries
      (collectively the “ Company ”).
      All
      of the Company’s directors, officers and employees must conduct themselves
      accordingly and seek to avoid even the appearance of improper behavior. This
      Code should also be provided to and followed by the Company’s agents and
      representatives, including consultants.




If
      a law
      conflicts with a policy in this Code, you must comply with the law. If you
      have
      any questions about these conflicts, you should ask your supervisor how to
      handle the situation.




Those
      who
      violate the standards in this Code will be subject to disciplinary action,
      up to
      and including termination of employment. *If
      you are in a situation which you believe may violate or lead to a violation
      of
      this Code, follow the guidelines described in Section 15 hereof.*




This
      Code
      was adopted by the Board of Directors of the Company (the “ Board ”)
      on
      July 28, 2006.




**1.**  **Compliance
      with Laws, Rules and Regulations**




Obeying
      the law, both in letter and in spirit, is the foundation on which this Company’s
      ethical standards are built. All directors, officers and employees must respect
      and obey the laws of the cities, states and countries in which the Company
      operates. Although not all directors, officers and employees are expected to
      know the details of these laws, it is important to know enough to determine
      when
      to seek advice from supervisors, managers or other appropriate personnel. Advice
      may also be sought from the Company’s current Compliance Officer, David
      Lamadrid, who, where appropriate, will confer with the Company’s outside counsel
      (“Outside Counsel”).




**2.**  **Conflicts
      of Interest**




A
      “conflict of interest” exists when a person’s private interest interferes in any
      way with the Company’s interests. A conflict situation can arise when a
      director, officer or employee takes actions or has interests that may make
      it
      difficult to perform his or her Company work objectively and effectively.
      Conflicts of interest may also arise when a director, officer or employee,
      or a
      member of his or her family, receives improper personal benefits as a result
      of
      his or her position in the Company. Loans to, or guarantees of obligations
      of,
      directors, officers and employees and their family members may create conflicts
      of interest.







You
      are
      not allowed to work for a competitor as a consultant, officer or board member.
      Unless approved by the Compliance Officer or the Board, the best policy is
      to
      avoid any direct or indirect business connection with the Company’s customers,
      suppliers or competitors, except on the Company’s behalf. Conflicts of interest
      are prohibited as a matter of Company policy, except under guidelines approved
      by the Board. Conflicts of interest may not always be clear-cut, so if you
      have
      a question, you should consult with higher levels of management or the
      Compliance Officer. Any director, officer or employee who becomes aware of
      a
      conflict or potential conflict should consult the procedures described in
      Section 15 of this Code.




**3.**  **Insider
      Trading**




Directors,
      officers and employees who have access to confidential information are not
      permitted to use or share that information for stock trading purposes or for
      any
      other purpose except the conduct of the Company’s business. All non-public
      information about the Company should be considered confidential information.
      To
      use non-public information for personal financial benefit or to “tip” others who
      might make an investment decision on the basis of this information is not only
      unethical but also illegal.




**4.**  **Corporate
      Opportunities**




Directors,
      officers and employees are prohibited from taking for themselves personally
      opportunities that are discovered through the use of corporate property,
      information or position without the consent of the Board. No director, officer
      or employee may use corporate property, information or position for improper
      personal gain, and no director, officer or employee may compete with the Company
      directly or indirectly. Directors, officers and employees owe a duty to the
      Company to advance its legitimate interests when the opportunity to do so
      arises.




**5.**  **Competition
      and Fair Dealing**




The
      Company seeks to outperform its competition fairly and honestly. Stealing
      proprietary information, possessing trade secret information obtained without
      the owner’s consent or inducing such disclosures by past or present employees of
      other companies is prohibited. Each director, officer and employee should
      endeavor to respect the rights of and deal fairly with the Company’s customers,
      suppliers and competitors. No director, officer or employee should take unfair
      advantage of anyone through manipulation, concealment, abuse of privileged
      information, misrepresentation of material facts or any other intentional
      unfair-dealing practice.




The
      purpose of business entertainment and gifts in a commercial setting is to create
      good will and sound working relationships, not to gain unfair advantage with
      customers. No gift or entertainment should ever be offered, given, provided
      or
      accepted by any director, officer, employee, family member of any director,
      officer or employee or agent unless it: (1) is not a cash gift, (2) is
      consistent with customary business practices, (3) is not excessive in value,
      (4)
      cannot be construed as a bribe or payoff and (5) does not violate any laws
      or
      regulations. Please discuss with your supervisor any gifts or proposed gifts
      which you are not certain are appropriate.




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**6.**  **Discrimination
      and Harassment**




The
      diversity of the Company’s employees is a tremendous asset. The Company is
      firmly committed to providing equal opportunity in all aspects of employment
      and
      will not tolerate any illegal discrimination or harassment of any kind. Examples
      include derogatory comments based on racial or ethnic characteristics and
      unwelcome sexual advances.




**7.**  **Health
      and Safety**




The
      Company strives to provide each employee with a safe and healthy work
      environment. Each director, officer and employee has responsibility for
      maintaining a safe and healthy workplace for all directors, officers and
      employees by following safety and health rules and practices and reporting
      accidents, injuries and unsafe equipment, practices or conditions.




Violence
      and threatening behavior are not permitted. Directors, officers and employees
      should report to work in condition to perform their duties, free from the
      influence of illegal drugs or alcohol. The use of illegal drugs in the workplace
      will not be tolerated.




**8.**  **Record-Keeping**




The
      Company requires honest and accurate recording and reporting of information
      in
      order to make responsible business decisions.




Many
      directors, officers and employees use business expense accounts, which must
      be
      documented and recorded accurately. If you are not sure whether a certain
      expense is legitimate, ask your supervisor or your manager.




All
      of
      the Company’s books, records, accounts and financial statements must be
      maintained in reasonable detail, must appropriately reflect the Company’s
      transactions and must conform both to applicable legal requirements and to
      the
      Company’s system of internal controls. Unrecorded or “off the books” funds or
      assets should not be maintained unless permitted by applicable law or
      regulation.




Business
      records and communications often become public, and the Company must avoid
      exaggeration, derogatory remarks, guesswork or inappropriate characterizations
      of people and companies that can be misunderstood. This applies equally to
      e-mail, internal memos and formal reports. Records should always be retained
      or
      destroyed according to the Company’s record retention policies. In accordance
      with those policies, in the event of litigation or governmental investigation
      please consult the Compliance Officer.




**9.**  **Responsibilities
      of Chief Executive Officer and Senior Financial Officers**




The
      Company’s Chief Executive Officer (“ CEO ”)
      and
      all senior financial officers are responsible for full, fair, accurate, timely
      and understandable disclosure in the periodic reports required to be filed
      with
      the SEC. Accordingly, it is the responsibility of the CEO and each senior
      financial officer promptly to bring to the attention of the Compliance Officer
      and the Audit Committee of the Board (or if there is none, the entire Board)
      any
      material information of which he or she may become aware that affects the
      disclosures made by the Company in its public filings.


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The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Audit Committee (or if there is none, the entire Board) any information he
      or
      she may have concerning (1) significant deficiencies in the design or operation
      of internal controls which could adversely affect the Company’s ability to
      record, process, summarize and report financial data or (2) any fraud, whether
      or not material, that involves management or other employees who have a
      significant role in the Company’s financial reporting, disclosures or internal
      controls.




The
      CEO
      and each senior financial officer shall promptly bring to the attention of
      the
      Compliance Officer or the CEO and to the Audit Committee (or if there is none,
      the entire Board) any information he or she may have concerning evidence of
      a
      material violation of the securities or other laws, rules or regulations
      applicable to the Company and the operation of its business.




**10.**  **Confidentiality**




Directors,
      officers and employees must maintain the confidentiality of confidential
      information entrusted to them by the Company or its customers, except when
      disclosure is authorized by the Compliance Officer or required by applicable
      laws or regulations. Confidential information includes all non-public
      information that might be of use to competitors or harmful to the Company or
      its
      customers if disclosed. It also includes information that suppliers and
      customers have entrusted to the Company. The obligation to preserve confidential
      information continues even after employment or service to the Company ends.




**11.**  **Protection
      and Proper Use of Company Assets**




All
      directors, officers and employees should endeavor to protect the Company’s
      assets and ensure their efficient use. Theft, carelessness and waste have a
      direct impact on the Company’s profitability. Any suspected incident of fraud or
      theft should be immediately reported for investigation. Company equipment should
      not be used for non-Company business.




The
      obligation of directors, officers and employees to protect the Company’s assets
      includes protection of its proprietary information. Proprietary information
      includes intellectual property such as trade secrets, patents, trademarks and
      copyrights, as well as business, marketing and service plans, engineering and
      manufacturing ideas, designs, databases, records, salary information and any
      unpublished financial data and reports. Unauthorized use or distribution of
      this
      information would violate Company policy. It could also be illegal and result
      in
      civil or criminal penalties.




**12.**  **Payments
      to Government Personnel**




The
      U.S.
      Foreign Corrupt Practices Act prohibits giving anything of value, directly
      or
      indirectly, to officials of foreign governments or foreign political candidates
      in order to obtain or retain business. It is strictly prohibited to make illegal
      payments to government officials of any country.


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In
      addition, the U.S. government has a number of laws and regulations regarding
      business gratuities which may be accepted by U.S. government personnel. The
      promise, offer or delivery to an official or employee of the U.S. government
      of
      a gift, favor or other gratuity in violation of these rules would not only
      violate Company policy but could also be a criminal offense. State and local
      governments, as well as foreign governments, may have similar rules. The
      Compliance Officer can provide guidance to you in this area.




**13.**  **Waivers
      of the Code of Business Conduct and Ethics**




Any
      waiver of this Code for executive officers or directors may be made only by
      the
      Board or a committee of the Board. All waivers and amendments of this Code
      will
      be promptly disclosed as required by law or the listing standards, if any,
      applicable to the Company at the time of the waiver or amendment.




**14.**  **Reporting
      any Illegal or Unethical Behavior**




Directors,
      officers and employees are encouraged to talk to supervisors, managers or other
      appropriate personnel about potential illegal or unethical behavior and the
      best
      course of action in a particular situation. It is the Company’s policy not to
      allow retaliation for reports of misconduct by others made in good faith by
      directors, officers and employees. Directors, officers and employees are
      expected to cooperate in internal investigations of misconduct.




Any
      director, officer or employee may submit a good faith concern to the Compliance
      Officer or to Outside Counsel regarding questionable accounting or auditing
      matters without fear of dismissal or retaliation of any kind.




The
      Board
      shall determine, or designate persons to determine, appropriate actions to
      be
      taken in the event of violations of this Code. Such actions shall be reasonably
      designed to deter wrongdoing and to promote accountability for adherence to
      this
      Code and shall include written notices to the individual involved that the
      Board
      determined that there has been a violation, censure by the Board, demotion
      or
      re-assignment of the individual involved, suspension with or without pay or
      benefits (as determined by the Board) and termination of the individual’s
      employment. In determining what action is appropriate in a particular case,
      the
      Board or such designee shall take into account all relevant information,
      including the nature and severity of the violation, whether the violation was
      a
      single occurrence or repeated occurrences, whether the violation appears to
      have
      been intentional or inadvertent, whether the individual in question had been
      advised prior to the violation as to the proper course of action and whether
      or
      not the individual in question had committed other violations in the
      past.




**15.**  **Compliance
      Procedures**




We
      must
      all work to ensure prompt and consistent action against violations of this
      Code.
      However, in some situations it is difficult to know if a violation has occurred.
      Since it is not possible to anticipate every situation that will arise, it
      is
      important to have a way to approach a new question or problem. These are some
      steps to keep in mind:




•  Make
      sure you have all the facts .
      In
      order to reach the right solutions, both you and the Company must be as fully
      informed as possible.




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•  Ask
      yourself: What specifically am I being asked to do? Does it seem unethical
      or
      improper? This
      will enable you to focus on the specific question you are faced with and the
      alternatives you have. Use your judgment and common sense; if something seems
      unethical or improper, it probably is.




•  Clarify
      your responsibility and role .
      In most
      situations, there is shared responsibility. Are your colleagues informed? It
      may
      help to get others involved and discuss the problem.




•  Discuss
      the problem with your supervisor .
      This is
      the basic guidance for all situations. In many cases, your supervisor will
      be
      more knowledgeable about the question and will appreciate being brought into
      the
      decision-making process. Remember that it is your supervisor’s responsibility to
      help solve problems.




•  Seek
      help from Company resources .
      In the
      rare case where it may not be appropriate to discuss an issue with your
      supervisor, or where you do not feel comfortable approaching your supervisor
      with your question, discuss it with the Compliance Officer.




•  You
      may report ethical violations in confidence and without fear of
      retaliation .
      If your
      situation requires that your identity be kept secret, your anonymity will be
      protected. The Company does not permit retaliation of any kind against employees
      for good faith reports of ethical violations.




•  Always
      ask first, act later :
      If you
      are unsure of what to do in any situation, seek guidance before
      you act .




**16.**  **Names
      and Numbers**




*Compliance
      Officer*




David Lamadrid (732) 329-8885 *834






*Outside
      Counsel*




Alison
                Newman, Esq.
              Kronish
                Lieb Weiner & Hellman LLP
              1114
                Avenue of the Americas
              New
                York, New York 10036
              (212)
                479-6190


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