SEPARATION
      AGREEMENT AND RELEASE

    


    This
      Separation Agreement and Release (“Agreement”)
      is
      entered into by and between Nephros, Inc., and its affiliates and subsidiaries
      (the “Company”),
      and
      Norman J. Barta (“Barta”),
      as of
      September 15, 2008 (the “Effective
      Date”).
      The
      Company and Barta are referred to herein as the “Parties.” 

     

    WHEREAS,
      Barta
      is employed as Chairman, President and Chief Executive Officer of the Company
      pursuant to an Employment Agreement, dated as of July 1, 2007
      (the“Employment
      Agreement”),
      under
      which the Parties agreed to certain terms and conditions relating to Barta’s
      employment with the Company;

     

    WHEREAS,
      because
      of his employment as an executive of the Company, Barta has obtained intimate
      and unique knowledge of all aspects of the Company’s business operations,
      current and future plans, financial plans and other confidential and proprietary
      information;

     

    WHEREAS,
      Barta
      and the Company mutually desire to terminate their employment relationship
      and
      Barta desires to resign as a member of the Company’s Board of Directors and to
      resign his positions as Chairman, President, Chief Executive Officer, Secretary
      and Treasurer of the Company, and all other director, officer and employee
      positions (other than the Transition Role, as defined below), if any, held
      by
      Barta in the Company or any of its subsidiaries or affiliates effective as
      of
      the Effective Date;

     

    WHEREAS,
      Barta
      and the Company mutually desire that, Barta shall be employed by the Company
      in
      the Transition Role after his termination as an officer, subject the terms
      and
      conditions set forth herein;

     

    WHEREAS,
      the
      Parties desire to finally, fully and completely resolve all disputes that now
      or
      may exist between them, including, but not limited to those concerning Barta’s
      job performance and activities while employed by the Company and his hiring,
      employment and termination from the Company, and all disputes over benefits
      and
      compensation connected with such employment, and specifically, but not limited
      to, any disputes arising from the terms of Barta’s employment as set forth in
      the Employment Agreement.

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants and agreements hereinafter
      set forth, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the Company and Barta agree as
      follows:

     

    1. Termination;
      Transition.

     

    (a)
      Termination.
      The
      Parties agree that the Employment Agreement shall terminate on the Effective
      Date. Effective as of the Effective Date, Barta hereby resigns his positions
      as
      Chairman of the Board, President, Chief Executive Officer, Secretary and
      Treasurer and all other director, officer, and employee positions with the
      Company and any of the Company’s subsidiaries or affiliates, other than the
      Transition Role (as defined below). On the Effective Date, Barta will execute
      a
      resignation letter in the form attached hereto as Exhibit
      A,
      and
      provide any other documents, if necessary, to effect his
      resignation(s).

     

    (b)
      Transition.
      The
      Parties hereby agree that for a period of
      up to
      26 days following the Effective Date (the
      “Transition
      Period”),
      Barta
      shall consult as reasonably needed and not necessarily on a full time basis
      with
      officers, directors and agents of the Company and otherwise provide assistance
      in the Company’s transition to a new chief executive officer as reasonably
      requested by the Company (the “Transition
      Role”);
      provided, however, that the Company may choose to terminate the Transition
      Period at any time in the event that Barta does not render the services required
      by this Section in the Transition Role. During
      the Transition Period, Barta shall be paid an amount equal to his current
      pre-Transition Period salary, which shall be paid in the same manner as prior
      to
      the Transition Period, and shall be provided with the same benefits as his
      current pre-Transition Period benefits for the Transition Period. Transition
      Period payments shall be by wire transfer or direct deposit through the
      Company’s payroll system to Barta’s account shown therein. Upon at least seven
      (7) days prior written notice, Barta may elect a different account for the
      wire
      transfer or direct deposit. Barta’s last day of employment with the Company in
      any capacity will not be later than October 10, 2008 (the “Separation
      Date”).

     

    
      
        
        

      

      
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    2. Certain
      Payments and Benefits.

     

    (a) Accrued
      Obligations.
      On or
      prior to the third day following the Separation Date, Barta
      shall submit expense requests and supporting documentation for
      any
      unpaid reimbursable company-related expenses, and within five
      (5)
      days following the Separation Date, the Company shall pay Barta for
      reimbursement for unpaid reimbursable company-related expenses for which Barta
      has timely submitted expense requests and supporting documentation, and for
      all
      unpaid salary, other earned but unpaid benefits relating to Barta’s employment
      with the Company, and any accrued but unused vacation through the Separation
      Date (the “Accrued
      Obligations”). 
      Except
      as stated in this Agreement or as required by law, all other compensation and
      benefits which relate to Barta’s employment with the Company, including any
      benefits set forth in the Employment Agreement or in any other employee benefit
      plan, policy or program, except as memorialized in this Agreement, shall cease
      as of the Separation Date.

     

    (b) 
      Milestone Bonus payment.
      Within
      five (5) days following the Separation Date, the Company shall pay Barta $18,000
      in fulfillment of the contractual Milestone Bonus stipulated upon successful
      completion of the clinical trial of the OLpurTM
      H2HTM
      Hemodiafiltration Module and OLpurTM
      MD220
      Hemodiafilter in the United States.

     

    (c) Separation
      Payments.
      The
      Company will pay Barta
      his
      current pre-Transition Period base salary for a period of six months following
      the Separation Date (the “Severance
      Period”),
      minus
      normal payroll withholdings and taxes, if applicable (“Separation
      Payments”),
      payable
      in accordance with the Company’s normal payroll practices beginning with the
      first payroll period following the Separation Date. Separation
      Payments
      shall be by wire transfer or direct deposit through the Company’s payroll system
      to Barta’s account shown therein. Upon at least seven (7) days prior written
      notice, Barta may elect a different account for the wire transfer or direct
      deposit. Barta shall be entitled to submit a revised and restated IRS Form
      W-4
      and/or New York Form IT-2104 to Company with regard to income tax withholding
      amounts. The
      Separation Payments will
      not be
      treated as compensation under the Company’s 401(k) Plan or any other retirement
      plan. 

     

    (d) 
      Benefits.
      For a
      period of six (6) months after the Separation Date, Barta shall continue to
      participate in all employee benefit plans, programs, and arrangements providing
      health, medical, disability and life insurance benefits in which Barta (or
      as
      applicable, his spouse or estate) may be entitled pursuant to the plans and
      programs of the Company in which Barta was participating prior to the Transition
      and Severance Periods, the terms of which allow Barta’s continued participation,
      as if Barta had continued in employment with Company during the Severance
      Period. Alternatively, if such plans, programs, or arrangements do not allow
      Barta’s continued participation for the six (6) month period following the
      Separation Date, if Barta timely elects COBRA continuation coverage or
      similar continuation coverage provided for under New York or New Jersey law,
      Company will pay the monthly insurance premiums of such coverage for the levels
      and types of coverage Barta maintained for Barta’s benefit prior
      to
      the Transition and Severance Periods. In any case, at the end of the six (6)
      month period, Barta may pursue alternative continuation insurance coverage
      at
      his own expense. The Company will provide Barta with any notification as
      required by law with respect to such alternative coverage and reasonable
      assistance in completing any documents relating to such alternative continuing
      insurance coverage. 

     

    
      
        
        

      

      
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    (e) Options.
      The
      parties acknowledge that Barta has been granted certain options (collectively,
      the “Options”) under equity incentive plans of the Company, including the
      Amended and Restated Nephros 2000 Equity Incentive Plan and the Nephros, Inc.
      2004 Stock Incentive Plan, which are represented by certain Option Agreements
      (the “Option Agreements”) that will survive the termination of Barta’s
      employment. Pursuant to the terms of such Option Agreements, 347,221 of shares
      subject to the Options granted on November 8, 2007 remain unvested as of the
      Effective Date and shall automatically be cancelled and forfeited by Barta
      as of
      the Separation Date. The shares subject to the Options granted on January 24,
      2000, December 14, 2004, and November 8, 2007 that vested prior to the
      Separation Date shall remain exercisable until three months after the Separation
      Date, in accordance with the terms of the respective Option Agreements. The
      Option granted on January 30, 2003 shall remain exercisable until nine months
      after the Separation Date, in accordance with the terms of such Option
      Agreement. 

     

    (f) Waiver
      of Additional Compensation or Benefits.
      Other
      than the Separation Payments and other obligations provided for in this
      Agreement, Barta shall not be entitled to any additional compensation,
      benefits, payments or grants under any benefit plan, severance
      plan or
      bonus or incentive program established by the Company or any of the Company’s
      affiliates. Any vested interest held by Barta in the Company’s 401(k) Plan,
      retirement plan and any other plans in which Barta participates, including
      the
      401(k) matching payments for contributions made up to and including the
      Separation Date, shall be maintained and/or distributed at Barta’s direction,
      e.g., rolled over or otherwise, in accordance with the terms of the plan and
      applicable law. Barta agrees that the release in Paragraph 4 covers any
      claims he might have regarding his compensation, bonuses, stock options or
      grants and any other benefits he may or may not have received during his
      employment with the Company.

     

    (g) No
      Duty to Mitigate.
      Barta
      shall be under no duty to mitigate any losses or damage to Company with respect
      to any amounts payable pursuant to Section 2 of this Agreement, by seeking
      other
      employment or otherwise, nor shall the amount of any payments provided under
      this Section 2 be reduced by any compensation earned by Barta as the result
      if
      employment by another employer after the termination of Barta’s employment or
      otherwise.

     

    (h) Life
      InsuranceTransfer.
      Company
      shall cooperate with Barta regarding the transfer of ownership to Barta, named
      beneficiaries, payee addresses, and otherwise under any life insurance policies,
      more particularly, without limitation, policy number 16-957-587, Plan 75, with
      ISA Number 97-430-81; provided
      that
      Barta assumes all of the Company’s obligations with respect to such policies and
      the relevant insurer provides the Company with an acknowledgement and/or consent
      to such assignment and assumption (which may include a release of the Company)
      in form and substance satisfactory to the Company.

     

    3. Press
      Release.
      In
      connection with the termination of Barta’s employment with the Company, Barta
      hereby agrees to the Company’s issuance of a press release, and internal
      communications and external communications regarding his separation from his
      employment; provided
      that the
      Parties shall mutually approve the language of any press release; provided
      further
      that
      Barta shall not unreasonably withhold his approval or that Company shall not
      unreasonably propose and impose language for the press release and other
      communications on Barta. Any such announcements or statements shall not contain
      any disparaging statements about Barta. The Company agrees to include a
      favorable quote from the lead director of the Board of Directors concerning
      Barta in any press release and other communications issued relating to Barta’s
      resignation.

     

    
      
        
        

      

      
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    4. Mutual
      Release and Waiver. 

     

    (a) By
      Barta.
      In
      consideration of the payments and other consideration provided for in this
      Agreement, that being good and valuable consideration, the receipt, adequacy
      and
      sufficiency of which are acknowledged by Barta, Barta, on his own behalf and
      on
      behalf of his agents, administrators, representatives, executors, successors,
      heirs, devisees and assigns (collectively, the “Releasing
      Parties”)
      hereby
      fully releases, remises, acquits and forever discharges the Company and all
      of
      its affiliates, and each of their respective past, present and future officers,
      directors, shareholders, equity holders, members, partners, agents, employees,
      consultants, independent contractors, attorneys, advisers, successors and
      assigns (collectively, the “Released
      Parties”),
      jointly and severally, from any and all claims, rights, demands, debts,
      obligations, losses, causes of action, suits, controversies, setoffs,
      affirmative defenses, counterclaims, third party actions, damages, penalties,
      costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or
      nature whatsoever, whether known or unknown, suspected or unsuspected, accrued
      or unaccrued, whether at law, equity, administrative, statutory or otherwise,
      and whether for injunctive relief, back pay, fringe benefits, reinstatement,
      reemployment, or compensatory, punitive or any other kind of damages, which
      any
      of the Releasing Parties ever have had in the past or presently have against
      the
      Released Parties, and each of them, arising from or relating to Barta’s
      employment with the Company or its affiliates or the termination of that
      employment or any circumstances related thereto, or any other matter, cause
      or
      thing whatsoever, including without limitation all claims arising under or
      relating to employment, employment contracts (including the Employment
      Agreement), employee benefits or purported employment discrimination or
      violations of civil rights of whatever kind or nature, including without
      limitation all claims arising under the Age Discrimination in Employment Act
      (“ADEA”),
      the
      Americans with Disabilities Act of 1990, the Family and Medical Leave Act of
      1993, the Equal Pay Act of 1963, the Rehabilitation Act of 1973, Title VII
      of
      the United States Civil Rights Act of 1964, 42 U.S.C. § 1981, the Civil Rights
      Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the Sarbanes-Oxley
      Act,
      the New York State Labor Laws or any other applicable federal, state or local
      employment discrimination statute, law or ordinance, including, without
      limitation, any workers’ compensation or disability claims under any such laws,
      claims for wrongful discharge, breach of express or implied contract or implied
      covenant of good faith and fair dealing, and any other claims arising under
      state or federal law, as well as any expenses, costs or attorneys’ fees. Barta
      further agrees that Barta will not file or permit to be filed on Barta’s behalf
      any such claim. Notwithstanding the preceding sentence or any other provision
      of
      this Agreement, this release is not intended to interfere with Barta’s right to
      file a charge with the Equal Employment Opportunity Commission (the “EEOC”)
      in
      connection with any claim he believes he may have against the Company or its
      affiliates. However, by executing this Agreement, Barta hereby waives the right
      to recover in any proceeding Barta may bring before the EEOC or any state human
      rights commission or in any proceeding brought by the EEOC or any state human
      rights commission on Barta’s behalf. This release shall not apply to any of the
      Company’s obligations under this Agreement, or any vested 401(k), retirement
      plan, health, medical or dental insurance or continuing benefits or perquisites
      to which Barta is entitled under this Agreement or any tax qualified pension
      plan of the Company or its affiliates, COBRA continuation coverage benefits
      or
      any other similar benefits required to be provided by statute. Barta does not
      release his right to enforce the terms of this Agreement. Barta acknowledges
      that certain of the payments and benefits provided for in Section 2 of this
      Agreement constitute good and valuable consideration for the release contained
      in this Section 4.

     

    (b) By
      the Company.
      In
      consideration of the mutual promises contained in this Agreement, that being
      good and valuable consideration, the receipt, adequacy, and sufficiency which
      are acknowledged by the Company, on behalf of itself and all of its
      subsidiaries, and their present and former representatives, agents, employees,
      officers, directors, attorneys, stockholders, plan fiduciaries, successors
      and
      assigns, irrevocably and unconditionally releases, waives, and forever
      discharges, Barta and his heirs, executors, successors and assigns (the
“Barta
      Released Parties”),
      jointly and severally, from any and all claims, rights, demands, debts,
      obligations, losses, causes of action, suits, controversies, setoffs,
      affirmative defenses, counterclaims, third party actions, damages, penalties,
      costs, expenses, attorneys’ fees, liabilities and indemnities of any kind or
      nature whatsoever, whether known or unknown, suspected or unsuspected, accrued
      or unaccrued, whether at law, equity, administrative, statutory or otherwise,
      and whether for injunctive relief, or compensatory, punitive or any other kind
      of damages, which any of the Released Parties ever have had in the past or
      presently have against the Barta Released Parties, and each of them, arising
      from or relating to Barta’s employment with the Company or its affiliates or the
      termination of that employment or any circumstances related thereto, or any
      other matter, cause or thing whatsoever, including without limitation all claims
      arising under or relating to employment, employment contracts (including the
      Employment Agreement), that do not relate to or arise out of Barta’s gross
      negligence or intentional misconduct. This Agreement includes, without
      limitation, claims at law or equity or sounding in contract (express or implied)
      or tort, claims arising under any federal, state or local laws, or any other
      statutory or common law claims related to Barta’s employment or retirement as
      Chairman, Chief Executive Officer, Secretary, and Treasurer of the
      Company.

     

    
      
        
        

      

      
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    5. Exclusive
      Employment; Noncompetition.
      

     

    (a) No
      Conflict; No Other Employment.
      Until
      the Separation Date, Barta shall not: (i) engage in any activity which
      conflicts or interferes with or derogates from the performance of Barta’s duties
      hereunder nor shall Barta engage in any other business activity, whether or
      not
      such business activity is pursued for gain or profit, except as approved in
      advance in writing by the Board of Directors of the Company; provided, however,
      that Barta shall be entitled to manage his personal investments and otherwise
      attend to personal affairs, including charitable activities, in a manner that
      does not unreasonably interfere with his responsibilities hereunder, or
      (ii) accept any other employment, whether as an executive or consultant or
      in any other capacity, and whether or not compensated therefor, unless Barta
      receives the prior written approval of the Board of Directors of the Company.
      

     

    (b) No
      Competition.
      Barta
      acknowledges and recognizes the highly competitive nature of the Company’s
      business and that access to the Company’s confidential records and proprietary
      information renders him special and unique within the Company’s industry. In
      consideration of the termination of the Employment Agreement (which includes
      restrictions substantially similar to those provided by this Section 5) and
      the
      payment by the Company to Barta of amounts that may hereafter be paid to Barta
      pursuant to this Agreement and other obligations undertaken by the Company
      hereunder, Barta agrees that during (i) his employment with the Company and
      (ii) the period beginning on the Separation Date and ending on the last day
      of the Severance Period, Barta shall not, directly or indirectly, engage (as
      owner, investor, partner, stockholder, employer, employee, consultant, advisor,
      director or otherwise) in any Competing Business, provided that the provisions
      of this Section 5(b) will not be deemed breached merely because Barta owns
      less than 1% of the outstanding common stock of a publicly-traded company.
      Additionally, the Company, upon sixty (60) days written notice to Barta shall
      have the option subject to Barta’s mutual approval, which shall not be
      unreasonably withheld, to extend the No Competition Period for an additional
      six
      months in return for a six (6) month extension of the Severance Period in
      consideration for continued Separation Payments under Section 2(c) hereof and
      continued welfare coverage under Section 2(d) hereof during such extended
      Severance Period. For purposes of this Agreement, “Competing Business” shall
      mean (i) any business in which the Company is engaged as of the Effective
      Date in the geographic locations set forth on Schedule
      A
      hereto,
      including without limitation with regard to the businesses of (A) the
      development of medical equipment in the hemodiafiltration realm for use in
      ESRD
      chronic therapy, and (B) the development of cold water purification systems.
      

     

    (c) Non-Solicitation.
      In
      further consideration of the termination of the Employment Agreement (which
      includes restrictions substantially similar to those provided by this Section
      5)
      and the payment by the Company to Barta of amounts that may hereafter be paid
      to
      Barta pursuant to this Agreement and other obligations undertaken by the Company
      hereunder, Barta agrees that until the end of the Severance Period, he shall
      not, directly or indirectly, (i) solicit, encourage or attempt to solicit or
      encourage any of the employees, agents, consultants or representatives of the
      Company or any of its affiliates to terminate his, her, or its relationship
      with
      the Company or such affiliate; (ii) solicit, encourage or attempt to solicit
      or
      encourage any of the employees of the Company or any of its affiliates to become
      employees or consultants of any other person or entity; (iii) solicit, encourage
      or attempt to solicit or encourage any of the consultants of the Company or
      any
      of its affiliates to become employees or consultants of any other person or
      entity, provided that the restriction in this clause (iii) shall not apply
      if
      (A) such solicitation, encouragement or attempt to solicit or encourage is
      in
      connection with a business which is not a Competing Business and (B) the
      consultant’s rendering of services for the other person or entity will not
      interfere with the consultant’s rendering of services to the Company; (iv)
      solicit or attempt to solicit any customer, vendor or distributor of the Company
      or any of its affiliates with respect to any product or service being furnished,
      made, sold or leased by the Company or such affiliate, provided that the
      restriction in this clause (iv) shall not apply if such solicitation or attempt
      to solicit is (A) in connection with a business which is not a Competing
      Business and (B) does not interfere with, or conflict with, the interests of
      the
      Company or any of its affiliates; or (v) persuade or seek to persuade any
      customer of the Company or any affiliate to cease to do business or to reduce
      the amount of business which any customer has customarily done or contemplates
      doing with the Company or such affiliate, whether or not the relationship
      between the Company or its affiliate and such customer was originally
      established in whole or in part through Barta’s efforts. For purposes of this
      Section 5(c) only, the terms “customer,” “vendor” and “distributor” shall mean a
      customer, vendor or distributor who has done business with the Company or any
      of
      its affiliates within twelve months preceding the Separation Date. 

     

    
      
        
        

      

      
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    (d) Until
      the
      end of the Severance Period, Barta agrees that upon the earlier of Barta’s (i)
      negotiating with any Competitor (as defined below) concerning the possible
      employment of Barta by the Competitor, (ii) receiving an offer of employment
      from a Competitor, or (iii) becoming employed by a Competitor, Barta will (A)
      immediately provide written notice to the Company (the “Competition Notice”) of
      such circumstances and (B) provide copies of Section 5 of this Agreement to
      the
      Competitor and, at Barta’s discretion, any other Sections and/or subsections of
      this Agreement. Barta further agrees that should the Company reasonably consider
      Barta’s proposed employment to be in violation of the terms of this Agreement,
      the Company may provide notice to a Competitor of Barta’s obligations under this
      Agreement, including without limitation Barta’s obligations pursuant to Section
      5 hereof, subject to Barta first receiving five (5) days prior written notice
      of
      Company’s intent to notify any such Competitor and the basis for asserting such
      a violation hereof. Barta shall not accept employment with a Competitor until
      at
      least ten (10) days after the Company receives the Competition Notice with
      respect thereto. For purposes of this Agreement, “Competitor” shall mean any
      entity (other than the Company or any of its affiliates) that engages, directly
      or indirectly, in any Competing Business. 

     

    (e) Barta
      understands that the provisions of this Section 5 may limit his ability to
      earn
      a livelihood in a business similar to the business of the Company or its
      affiliates but nevertheless agrees and hereby acknowledges that the
      consideration provided under this Agreement, including without limitation the
      termination of the Employment Agreement, which includes restrictions
      substantially similar to those provided by this Section 5, and the other
      obligations undertaken by the Company hereunder, is sufficient to justify the
      restrictions contained in such provisions. In consideration thereof and in
      light
      of Barta’s education, skills and abilities, Barta agrees that he will not assert
      in any forum that such provisions prevent him from earning a living or otherwise
      are void or unenforceable or should be held void or unenforceable.

     

    (f) Barta
      shall, prior to the end of the Severance Period and Subsequent thereto, if
      necessary, direct all requests for references from prospective employers to
      Company’s Chief Financial Officer, who shall provide in response to any such
      inquiry only the dates of his employment and the position he occupied at the
      time of the separation of employment from Company and state that Company policy
      precludes the disclosure of additional information.

     

    6. Invention
      and Proprietary Property.
      

     

    (a) Definition
      of Proprietary Property.
      For
      purposes of this Agreement, “Proprietary Property” shall mean designs,
specifications,
      ideas,
      formulas, discoveries, inventions, improvements, innovations, concepts and
      other
      developments, trade secrets, techniques, methods, know-how, technical and
      non-technical data, works of authorship, computer programs, computer algorithms,
      computer architecture, mathematical models, drawings, trademarks, copyrights,
      customer lists, marketing plans, and all other matters which are legally
      protectable or recognized as forms of property, whether or not patentable or
      reduced to practice or to a writing. 

     

    
      
        
        

      

      
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    (b) Assignment
      of
      Proprietary Property to the Company or its Subsidiaries.
      Barta
      hereby agrees to assign, transfer and set over, and Barta does hereby assign,
      transfer and set over, to the Company (or, as applicable, a subsidiary of the
      Company), without further compensation, all of Barta’s rights, title and
      interest in and to any and all Proprietary Property which Barta, either solely
      or jointly with others, has conceived, made or suggested or may hereafter
      conceive, make or suggest, in the course of Barta’s employment with the
      Company.

     

    The
      assignment of Proprietary Property hereunder includes without limitation all
      rights of paternity, integrity, disclosure and withdrawal and any other rights
      that may be known as or referred to as moral rights (“Moral Rights”). To the
      extent that such Moral Rights cannot be assigned under applicable law and to
      the
      extent the following is allowed by the laws in the various countries where
      Moral
      Rights exist, Barta hereby waives such Moral Rights and consents to any action
      of the Company or any subsidiary of the Company that would violate such Moral
      Rights in the absence of such consent. Barta also will endeavor to facilitate
      such use of any such Moral Rights as the Company, or, as applicable, a
      subsidiary of the Company, shall reasonably instruct, including confirming
      any
      such waivers and consents from time to time as requested by the Company (or,
      as
      applicable, a subsidiary of the Company). 

     

    (c) Works
      for Hire.
      Barta
      acknowledges that all original works of authorship or other creative works
      made
      by Barta (solely or jointly with others) within the scope of the employment
      of
      Barta by the Company and which are protectable by copyright are “works made for
      hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101). To the
      extent such original work of authorship or other creative works are not works
      made for hire, Barta hereby assigns to the Company (or, as directed by the
      Company, to a subsidiary of the Company) all of the rights comprised in the
      copyright of such works. 

     

    (d) Disclosure
      of Proprietary Property and Execution of Documents.
      Barta
      further agrees to promptly disclose to the Company any and all Proprietary
      Property which Barta has assigned, transferred and set over or will assign,
      transfer and set over as provided in Section 6(b) above, and Barta agrees to
      execute, acknowledge
      and
      deliver to the Company (or, as applicable, to a subsidiary of the Company),
      without additional compensation and without expense to Barta, any and all
      instruments reasonably requested, and to do any and all lawful acts which,
      in
      the reasonable judgment of the Company or its attorneys (or, as applicable,
      a
      subsidiary of the Company or its attorneys) may be required or desirable in
      order to vest in the Company or such subsidiary all property rights with respect
      to such Proprietary Property. 

     

    (e) Enforcement
      of Proprietary Rights.
      Barta
      will assist the Company (or, as applicable, a subsidiary of the Company) in
      every proper way to obtain, assign to the Company (or, as directed by the
      Company, to a subsidiary), confirm and from time to time enforce, United States
      and foreign patent trade secret, trademark, copyright,
      mask
      work, and other intellectual property rights relating to Proprietary Property
      in
      any and all countries. To that end Barta will execute, verify and deliver such
      documents and perform such other acts (including appearances as a witness)
      as
      the Company, or, as applicable, a subsidiary of the Company, may reasonably
      request for use in applying for, obtaining, perfecting, evidencing, sustaining
      and enforcing such proprietary rights and the assignment of such Proprietary
      Property. In addition, Barta will execute, verify and deliver assignments of
      such Proprietary Property and all rights therein to the Company, its subsidiary
      or its or their designee. The obligation of Barta to assist the Company, or,
      as
      applicable, a subsidiary of the Company, with respect to proprietary rights
      relating to such Proprietary Property in any and all countries shall continue
      beyond the termination of employment, but the Company, or as applicable, a
      subsidiary of the Company, shall compensate Barta at a mutually agreed upon
      fee,
      in addition to any expenses, after such termination.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    In
      the
      event the Company, or, as applicable, a subsidiary of the Company, is unable
      for
      any reason, after reasonable effort, to secure the signature of Barta on any
      document needed in connection with the actions specified in the preceding
      paragraph, Barta hereby irrevocably designates and appoints the Company and
      its
      duly authorized officers and agents as agent and attorney in fact, which
      appointment is coupled with an interest, to act for and on behalf of Barta,
      to
      execute, verify and file any such documents and to do all other lawfully
      permitted acts to further the purposes of the preceding paragraph with the
      same
      legal force and effect as if executed by Barta. Barta hereby waives and
      quitclaims to the Company or, as applicable, a subsidiary of the Company, any
      and all claims, of any nature whatsoever, which Barta now or may hereafter
      have
      for infringement of any proprietary rights assigned hereunder to the Company
      or
      such subsidiary. 

     

    (f) Third
      Party Information.
      To the
      extent Barta has or possesses any Confidential Information (as hereinafter
      defined) belonging to Barta or to others, Barta shall not use or disclose to
      the
      Company or its subsidiaries or induce the Company or its subsidiaries to use
      any
      such Confidential Information unless the Company or its subsidiaries have a
      legal rights to use such Confidential Information. Barta will promptly advise
      the Company in writing if any of Barta’s involvement with the Company or any
      subsidiary of the Company might result in the possible violation of Barta’s
      undertakings to others or the use of any Confidential Information of Barta
      or of
      others.

     

    7. Confidential
      Information.

     

    (a) Existence
      of Confidential Information.
      The
      Company and its subsidiaries own and have developed and compiled, and the
      Company and its subsidiaries will develop and compile during the Transition
      Period, certain proprietary techniques and confidential information, which
      have
      and will have great value to their businesses (referred to in this Agreement,
      collectively, as “Confidential Information”). Confidential Information includes
      not only information disclosed by the Company (or, as applicable, a subsidiary
      of the Company) to Barta, but also information developed or learned by Barta
      during the course or as a result of employment with the Company, which
      information shall be the property of the Company or, as applicable, such
      subsidiary. Confidential Information includes all information that has or could
      have commercial value or other utility in the business in which the Company
      or
      any of its subsidiaries is engaged or contemplates engaging, and all information
      of which the unauthorized disclosure could be detrimental to the interests
      of
      the Company or its subsidiary, whether or not such information is specifically
      labeled as Confidential Information by the Company or such subsidiary. By way
      of
      example and without limitation, Confidential Information includes any and all
      information developed, obtained, licensed by or owned by the Company or any
      of
      its subsidiaries concerning trade secrets, techniques, know-how (including
      designs, plans, procedures, merchandising, marketing, distribution and
      warehousing know-how, processes, and research records), software, computer
      programs and designs, development tools, all Proprietary Property, and any
      other
      intellectual property created, used or sold (through a license or otherwise)
      by
      the Company or any of its subsidiaries, electronic data information know-how
      and
      processes, innovations, discoveries, improvements, research, development, test
      results, reports, specifications, data, formats, marketing data and plans,
      business plans, strategies, forecasts, unpublished financial information,
      orders, agreements and other forms of documents, price and cost information,
      merchandising opportunities, expansion plans, budgets, projections, customer,
      supplier, licensee, licensor and subcontractor identities, characteristics,
      agreements and operating procedures, and salary, staffing and employment
      information. Confidential Information shall not include any information once
      it
      has been disclosed to the public or becomes part of the public domain other
      than
      as a result of any breach hereof by Barta.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    (b) Protection
      of Confidential Information.
      Barta
      acknowledges and agrees that in the performance of Barta’s duties under the
      Employment Agreement as well as his continuing duties hereunder, the Company
      or
      a subsidiary of the Company may have disclosed to and entrusted, or during
      the
      Transition Period may disclose to and entrust, Barta with Confidential
      Information which is the exclusive property of the Company or such subsidiary
      and which Barta may possess or use only in the performance of Barta’s duties to
      the Company. Barta also acknowledges that Barta is aware that the unauthorized
      disclosure of Confidential Information, among other things, may be prejudicial
      to the Company’s or its subsidiaries’ interests, an invasion of privacy and an
      improper disclosure of trade secrets. Barta shall not, directly or indirectly,
      use, make available, sell, disclose or otherwise communicate to any corporation,
      partnership or other entity, individual or other third party, other than in
      the
      course of Barta’s assigned duties and for the benefit of the Company, any
      Confidential Information, either before the Separation Date or
      thereafter.

     

    8. Return
      of the Company Property.
      Within
      seven (7) days of the Separation Date, Barta shall, to the extent not previously
      returned or delivered: (a) return all equipment, records, files, programs
      or other materials and property in his possession which belongs to the Company
      or any one or more of its affiliates, including, without limitation, all,
      computer access codes, Blackberries, credit cards, keys and access cards, except
      as otherwise stated in this Section; and (b) deliver all original and copies
      of
      notes, materials, records, plans, technical data or other documents, files
      or
      programs (whether stored in paper form, computer form, digital form,
      electronically or otherwise), other than this Agreement and copies of this
      Agreement, that relate or refer to (1) the Company or any one or more of its
      affiliates, or (2) the Company or any one or more of the Company’s
      affiliates’ financial statements, business contacts, and sales. By signing this
      Agreement, Barta represents and warrants that he has not retained and has or
      will timely return and deliver all the items described or referenced in
      subsections (a) or (b) above; and, that should he later discover additional
      items described or referenced in subsections (a) or (b) above, he will promptly
      notify the Company and return/deliver such items to the Company. Before Barta
      returns any computers, Blackberry, personal digital assistant or other
      electronic storage device, Barta may delete any personal information. The
      desktop and laptop computers used by and in the possession of Barta (the “Barta
      Computers”) shall remain the property of Barta. With respect to Company
      information contained in the Barta Computers, Barta shall delete any such
      Company information, after first providing the Company with a copy of such
      Company information, while retaining his personal information. The desk created
      by Barta and maintained in his office at the Company is Barta’s property and may
      be removed by him. 

     

    9. Material
      Breach of Agreement. 

     

    (a)
      In
      the event Barta knowingly fails to materially fulfill any of his obligations
      in
      this Agreement during the Severance Period,
      or
      Barta or anyone acting on his behalf brings suit against the Company seeking
      to
      declare any term of this Agreement void or unenforceable and if one or more
      material terms of this Agreement are ruled by a court or arbitrator to be void
      or unenforceable or subject to reduction or modification, then
      the
      Company shall be entitled to (i) terminate
      the Agreement, (ii) terminate any remaining Separation Payments set forth in
      Section 2, and Barta will not be entitled to receive any remaining Separation
      Payments, (iii) recover attorneys’ fees, expenses and costs the Company
      incurs in any such action, and/or (iv) recover any and all other relief and
      damages to which the Company may be entitled at law or in equity as a result
      of
      a breach of this Agreement. Among other things, any breach of Sections 5, 6
      or 7
      of this Agreement shall be deemed a Material Breach of this Agreement
      immediately, if not susceptible to cure, or if uncured for seven (7) days after
      notice thereof has been delivered to Barta

     

    (b)
      In
      the event Company knowingly fails to materially fulfill any of its obligations
      in this Agreement during the Transition Period and/or Severance Period,
      or
      Company or anyone acting on its behalf brings suit against Barta seeking to
      declare any term of this Agreement void or unenforceable and if one or more
      material terms of this Agreement are ruled by a court or arbitrator to be void
      or unenforceable or subject to reduction or modification, then
      Barta shall be entitled to (i) terminate
      the Agreement, (ii) continue to receive any remaining Transition Payments,
      Separation Payments and other benefits to which he is entitled pursuant to
      Section 2 of this Agreement, (iii) terminate the exclusive employment and
      noncompetition provisions of Section 5 of this Agreement, (iv) recover
      attorneys’ fees, expenses and costs Barta incurs in any such action, and/or
      (v) recover any and all other relief and damages to which the Barta may be
      entitled at law or in equity as a result of a breach of this Agreement.
      Nonpayment of Transition Payments, Separation Payments, and/or any other
      benefits to be paid to Barta under Section 2 shall be deemed a Material Breach
      of this Agreement if uncured for seven (7) days after notice thereof has been
      delivered to the Company.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    10. Mutual
      Non-Disparagement.

     

    (a) Barta
      agrees that he will not, directly
      or
      indirectly, disclose, communicate, or publish any disparaging information
      concerning the Company, its affiliates, its officers and directors, its
      customers or clients, operations, technology, proprietary or technical
      information, or software whatsoever, or cause others to disclose, communicate,
      or publish any disparaging information concerning the same. Barta further agrees
      that he will not disclose, directly or indirectly, communicate, or publish
      any
      disparaging information concerning the terms of his employment
      with the
      Company, any other circumstance that arose from his employment with the Company
      or separation from employment, or any action or event that occurred during
      his
      employment with the Company, or cause others to disclose, communicate,
      or
      publish any disparaging information concerning the same;

     

    (b) The
      Company, including its officers and directors, agrees that it will not, directly
      or indirectly, disclose, communicate, or publish any disparaging information
      concerning Barta, or cause others to disclose, communicate, or publish any
      disparaging information concerning the same. The Company further agrees that
      it
      will not disclose, directly or indirectly, communicate, or publish any
      disparaging information concerning the terms of Barta’s employment with the
      Company or separation from employment, any other circumstance that arose from
      Barta’s employment with the Company, or any action or event that occurred during
      Barta’s employment with the Company, or cause others to disclose, communicate,
      or publish any disparaging information concerning the same.

     

    11. Not
      An Admission of Wrongdoing.
      This
      Agreement shall not in any way be construed as an admission by any party of
      any
      acts of wrongdoing, violation of any statute, law or legal or contractual
      right.

     

    12. Entire
      Agreement. This
      Agreement (including all exhibits hereto) contains the entire agreement and
      understanding between the Parties in respect of Barta’s employment, termination
      and related issues and supersedes, cancels and annuls any prior or
      contemporaneous written or oral agreements, understandings, commitments and
      practices between them respecting Barta’s employment, termination and related
      issues, including the Employment Agreement and all similar agreements, if any,
      between the Company and Barta, which agreements are hereby terminated and shall
      be of no further force or effect.

     

    13. 
      Voluntary Execution of the Agreement.
      Barta
      and the Company represent and agree that they have had an opportunity to review
      all aspects of this Agreement, and that they fully understand all the provisions
      of the Agreement and are voluntarily entering into this Separation Agreement
      and
      the General Release. Barta further represents that he has not transferred or
      assigned to any person or entity any claim involving the Company or any portion
      thereof or interest therein.

     

    14. Binding
      Effect.
      This
      Agreement shall be binding upon the Company and upon Barta and his heirs,
      administrators, representatives, executors, successors and assigns. In the
      event
      of Barta’s death, this Agreement shall operate in favor of his estate and all
      payments, obligations and consideration will continue to be performed in favor
      of his estate. 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    15. Severability.
      Should
      any provision of this Agreement be declared or determined to be illegal or
      invalid by any government agency or court of competent jurisdiction, the
      validity of the remaining parts, terms or provisions of this Agreement shall
      not
      be affected and such provisions shall remain in full force and
      effect.

     

    16. Entire
      Agreement.
      This
      Agreement sets forth the entire agreement between the parties, and fully
      supersedes any and all prior agreements, understandings, or representations
      (written or oral) between the parties pertaining to Barta’s employment with the
      Company, the subject matter of this Agreement or any other term or condition
      of
      the relationship between the Company and Barta including the Employment
      Agreement. Barta represents and acknowledges that in executing this Agreement,
      he does not rely, and has not relied, upon any representation(s) by the Company
      or its agents except as expressly contained in this Agreement.

     

    17. Knowing
      and Voluntary Waiver.
      Barta,
      by Barta’s free and voluntary act of signing below, (i) acknowledges that he was
      provided with an initial draft of this Agreement on September 5, 2008 and has
      been given a period of twenty-one (21) days to consider whether to agree to
      the
      terms contained herein, (ii) acknowledges that he has been advised to consult
      with an attorney prior to executing this Agreement, (iii) acknowledges that
      he
      understands that this Agreement specifically releases and waives all rights
      and
      claims he may have under the Age Discrimination in Employment Act, as amended,
      prior to the date on which he signs this Agreement, and (iv) agrees to all
      of
      the terms of this Agreement and intends to be legally bound thereby. The parties
      hereto acknowledge and agree that each party has reviewed and negotiated the
      terms and provisions of this Agreement and has contributed to its preparation
      (with advice of counsel). Accordingly, the rule of construction to the effect
      that ambiguities are resolved against the drafting party shall not be employed
      in the interpretation of this Agreement. Rather, the terms of this Agreement
      shall be construed fairly as to both parties hereto and not in favor of or
      against either party, regardless of which party generally was responsible for
      the preparation of this Agreement.

     

    Barta
      understands and acknowledges that he has seven (7) days after he executes this
      Agreement to revoke the release of his claims under the ADEA. During this
      seven-day revocation period, Barta may revoke his agreement to release claims
      under the ADEA by indicating in writing to the Company his intention to revoke.
      If Barta exercises his right to revoke such release, he shall forfeit his right
      to receive any of the payments or benefits provided for herein, and to the
      extent such payments or benefits have already been made, Barta agrees that
      he
      will immediately reimburse the Company for the amounts of such payments and
      benefits.

     

    18. Notices.
      Any
      notice, request, consent or approval required or permitted to be given under
      this Agreement or pursuant to law shall be sufficient if in writing, and if
      and
      when sent by certified or registered mail, return receipt requested, with
      postage prepaid, or by overnight courier: if to Barta, to Barta’s at 48 Essex
      Drive, Mendham, New Jersey 07945, or as otherwise designated by Barta, with
      a
      copy (which shall not constitute notice) to Bernstein & Manahan, LLC, 2633
      Main Street, Suite 102, Lawrenceville, New Jersey 08648, attention: Edward
      M.
      Bernstein, Esq.; or, if to the Company, to the Company’s principal executive
      office, attention: Chairman of the Compensation Committee of the Board of
      Directors, with a copy (which shall not constitute notice) to Haynes and Boone,
      LLP, 1221 Avenue of the Americas, New York, NY 10020, attention: David M.
      Zlotchew, Esq. All such notices, requests, consents and approvals shall be
      effective upon being deposited in the United States mail or with the overnight
      courier service, as applicable. However, the time period in which a response
      thereto must be given shall commence to run from the date of receipt on the
      return receipt of the notice, request, consent or approval by the addressee
      thereof. Intentional rejection or other refusal to accept, or the inability
      to
      deliver because of changed address of which no notice was given as provided
      herein, shall be deemed to be receipt of the notice, request, consent or
      approval sent. Any party may change the address to which notices and other
      communications are to be delivered by giving the other party notice in
      accordance with this Section
      18.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    19. Governing
      Law.
      This
      Agreement shall in all respects be interpreted, enforced, and governed under
      the
      laws of the State of New York. The Company and Barta agree that the language
      on
      this Agreement shall, in all cases, be construed as a whole, according to its
      fair meaning, and not strictly for, or against, any of the parties.

     

    20. Consent
      to Jurisdiction; Waiver of Jury Trial.
      Each of
      the parties hereby irrevocably and unconditionally consents to the exclusive
      jurisdiction of any federal or state court of New York sitting in New York
      County and irrevocably agrees that all actions or proceedings arising out of
      or
      relating to this Agreement or the transactions contemplated hereby shall be
      litigated exclusively in such Courts. Each of the parties agrees not to commence
      any legal proceeding related hereto except in such Courts. Each of the parties
      irrevocably waives any objection which it may now or hereafter have to the
      laying of the venue of any such proceeding in any such Court and hereby further
      irrevocably and unconditionally waives and agrees not to plead or claim in
      any
      such Court that any such action, suit or proceeding brought in any such court
      has been brought in an inconvenient forum. Each of the parties irrevocably
      waives any right it may have to a trial by jury in any such action, suit or
      proceeding. Each of the parties agrees that the prevailing party in any action
      or proceeding arising out of or relating to this Agreement or the transactions
      contemplated hereby shall be entitled to recover its reasonable fees and
      expenses in connection therewith, including legal fees.

     

    21. Counterparts.
      This
      Agreement may be executed in counterparts, each of which when executed and
      delivered (which deliveries may be by facsimile) shall be deemed an original
      and
      all of which together shall constitute one and the same instrument.

     

    22. No
      Assignment Of Claims.
      Each of
      the Company and Barta represents to the other that it has not transferred or
      assigned, to any person or entity, any claim involving the other party, the
      Employment Agreement or Barta’s employment by the Company, or any portion
      thereof or interest therein.

     

    23. Assignment
      and Transfer.

     

    (a) Company.
      This
      Agreement shall inure to the benefit of and be enforceable by, and may be
      assigned by the Company to, any purchaser of all or substantially all of the
      Company’s business or assets, any successor to the Company or any assignee
      thereof (whether direct or indirect, by purchase, merger, consolidation or
      otherwise) and shall thereafter become binding upon such purchasers, successors
      and/or assignees of the Company.

     

    (b) Barta.
      Barta’s
      rights and obligations under this Agreement shall not be transferable by Barta
      by assignment or otherwise, and any purported assignment, transfer or delegation
      thereof shall be void; provided, however, that if Barta shall die, all amounts
      then payable to Barta hereunder shall be paid in accordance with the terms
      of
      this Agreement to Barta’s devisee, legatee or other designee or, if there be no
      such designee, to Barta’s estate.

     

    24. Cooperation.
      Following the Effective Date (including during the Transition Period), the
      parties hereto shall cooperate with each other, as reasonably requested by
      the
      other party , to effect a transition of Barta’s responsibilities and to ensure
      that the Company is aware of all matters being handled by Barta and to
      effectuate the consideration being paid to Barta during the Transition Period
      and the Severance Period.

     

    25. No
      Amendment/Waiver.
      This
      Agreement may not be amended or modified in any manner nor may any of its
      provisions be waived except by written amendment executed by the parties. A
      waiver, modification or amendment by a party shall only be effective if (a)
      it
      is in writing and signed by the parties, (b) it specifically refers to this
      Agreement and (c) it specifically states that the party, as the case may be,
      is
      waiving, modifying or amending its rights hereunder. Any such amendment,
      modification or waiver shall be effective only in the specific instance and
      for
      the specific purpose for which it was given. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    26. Remedies
      for Breach.
      The
      parties hereto agree that Barta is obligated under this Agreement to render
      personal services during the Transition Period and the Severance Period of
      a
      special, unique, unusual, extraordinary and intellectual character, thereby
      giving this Agreement special value, and, in the event of a breach or threatened
      breach of any covenant of Barta herein, the injury or imminent injury to the
      value and the goodwill of the Company’s and its subsidiaries’ businesses could
      not be reasonably or adequately compensated in damages in an action at law.
      Accordingly, Barta acknowledges that the Company (and as applicable, one or
      more
      of its subsidiaries) shall be entitled to seek injunctive relief or any other
      equitable remedy against Barta in the event of a breach or threatened breach
      of
      Sections 5, 6 or 7 of this Agreement. The rights and remedies of Barta and
      the
      Company are cumulative and shall not be exclusive, and each of Barta and the
      Company shall be entitled to pursue all legal and equitable rights and remedies
      and to secure performance of the obligations and duties of the other under
      this
      Agreement, and the enforcement of one or more of such rights and remedies by
      Barta or the Company shall in no way preclude such party from pursuing, at
      the
      same time or subsequently, any and all other rights and remedies available
      to
      it.

     

    27. Survival.
      Cessation or termination of Barta’s employment with the Company upon the
      Separation Date or otherwise shall not result in termination of this Agreement.
      The respective obligations, rights and benefits of Barta and the Company, as
      provided in this Agreement, including, without limitation, Sections 5, 6 and
      7
      hereof, shall survive cessation or termination of Barta’s employment hereunder
      or termination of this Agreement; provided,
      however,
      that
Section
      5
      hereof
      may be terminated under certain circumstances in accordance with Section 9(b)
      hereof.

     

    28. Acknowledgments
      by the Company.
      The
      Company acknowledges that (i) this Agreement is not a fraudulent transfer
      as described in 11 U.S.C. § 548; (ii) the Company and Barta are entering into
      this Agreement in good faith and in the ordinary course of business; (iii)
      by
      entering into this Agreement, the Company does not intend to hinder, delay,
      or
      defraud any creditors of either the Company or both; and, (iv) the Company
      received at least a reasonably equivalent value in exchange for its obligations
      hereunder.

     

    


    [Remainder
      of Page Intentionally Left Blank]

    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    I
      ACKNOWLEDGE THAT I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, 
THAT I
      UNDERSTAND ALL OF ITS TERMS AND THAT I AM RELEASING CLAIMS AND
THAT I AM
      ENTERING INTO IT VOLUNTARILY.

    


    AGREED
      TO
      BY:

    


    


    
      	/s/
              Norman J. Barta	 	9-16-2008	 
	Norman J. Barta	 	Date	 


    

    


    


    


    STATE
      OF
      NEW JERSEY

    


    COUNTY
      OF
      MORRIS

    


    Before
      me, a Notary Public, on this day personally appeared NORMAN J. BARTA, known
      to
      me to be the person whose name is subscribed to the foregoing instrument, and
      acknowledges to me that he has executed this Agreement on behalf of himself
      and
      his heirs, for the purposes and consideration therein expressed.

    


    Given
      under my hand and seal of office this 16th
      day of
September,
      2008.

    
 

    
      	 	/s/
	 	Notary Public in and for the State of
              New
              Jersey


    

    


    


    (PERSONALIZED
      SEAL)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NEPHROS,
      INC.

    


    


    
      	By:	/s/
              Gerald J. Kochanski	 	9-15-2008	 
	 	Name: Gerald J. Kochanski	 	Date	 
	 	Title: V.P. & CFO	 	 	 


    

    


    


    STATE
      OF
      NEW YORK

    


    COUNTY
      OF
      NEW YORK

    


    Before
      me, a Notary Public, on this day personally appeared Gerald
      J. Kochanski,
      known
      to me to be the person and officer whose name is subscribed to the foregoing
      instrument and acknowledged to me that the same was the act of NEPHROS, INC.,
      and that he has executed the same on behalf of said corporation for the purposes
      and consideration therein expressed, and in the capacity therein
      stated.

    


    Given
      under my hand and seal of office this 15th
      day of
September,
      2008.

    


    


    
      
        	 	/s/
	 	Notary Public in and for the State
                of New
                York


      

       

       

    

    (PERSONALIZED
      SEAL) 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    


    


    __________________,
      2008

    


    


    


    Nephros,
      Inc.

    
      
        	ATTN:	     	 	 
	    
	 	 
	       
	 	 


      
  

    


    


    I
      hereby
      resign from the Board of Directors of Nephros, Inc. (the “Company”),
      and
      resign my positions as Chairman of the Board, President, Chief Executive
      Officer, Secretary and Treasurer with the Company, and all other officer,
      director and employee positions of the Company and its subsidiaries and
      affiliates, other than the Transition Role (as defined in the Separation
      Agreement between the Company and me, as previously presented to me), effective
      immediately.

    


    Sincerely,

    


    


    


    Norman
      J.
      Barta

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      A

    


    ESRD
      Therapy:

    United
      States

    European
      Union

    Japan

    


    Water
      Filtration:

    United
      States

    European
      Union

    Japan