MedaSorb
      Technologies Corporation

                  7
      Deer Park Drive, Suite K

                  Monmouth
      Junction, New Jersey  08852

                  732-329-8885
      tel

                      732-329-8650
      fax

                


        

      

      


      


      January
8, 2009

      


      Dear
Al,

      


      MedaSorb
Technologies Corporation and its wholly-owned subsidiary, CytoSorbents, Inc and
its Board of Directors are pleased to offer you the title of Chairman of the
Board of MedaSorb Technologies Corporation for a two-year term beginning on
January 7, 2009 and ending January 7, 2011.

      


      Your role
as Chairman is to:

      
        	
                 
      

              	
                ·

              	
                Preside
      over Board of Director meetings as
appropriate

              


      

      
        	
                 
      

              	
                ·

              	
                Provide
      guidance on critical business issues facing the
  Company

              


      

      
        	
                 
      

              	
                ·

              	
                Ensure
      proper governance as is typical for a public
  company

              


      

      
        	
                 
      

              	
                ·

              	
                Provide
      counsel and advice to the Company and
CEO

              


      

      
        	
                 
      

              	
                ·

              	
                Participate
      in at least one committee role (audit, compensation,
  etc)

              


      

      
        	
                 
      

              	
                ·

              	
                Facilitate
      business development discussions with strategic partners with your prior
      contacts and relationships

              


      

      


      You also
agree to enter into a non-disclosure agreement with the Company in a form
reasonably similar to the one attached hereto.

      


      For the
term of this agreement, you will be compensated at the rate of $20,000 per year,
paid in equal payments at the end of each fiscal quarter.  You will
also receive a 10-year option grant to purchase 200,000 shares of common stock
in the first year and receive a 10-year option grant to purchase 100,000 shares
at the beginning of calendar year 2010 that are fully vested at the time of the
grant.  The first year options grant will be priced with an
exercise price equal to the daily volume weighted average closing price of the
Common Stock for the five (5) trading days immediately prior to the date hereof
of $0.084 per share. and the exercise price of the option grant for 2010
shall be based on the closing price of the first trading day of the calendar
year.

      


      Should
you be unable to carry out your duties as Chairman, as determined by the Board
of Directors, this agreement shall cease.

      


      We look
forward to a productive relationship.

      


      Sincerely,

      


      


      


      Phillip
Chan, MD, PhD

      Interim
CEO – MedaSorb Technologies Corporation and CytoSorbents, Inc.

      


      


      


      Accepted
and agreed to by:

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 
      	 
      	  
      	 
      
	
                                  Al
      Kraus

                                	
                                  Date

                                	 
      	
                                  Phillip
      Chan, MD, PhD

                                	
                                  Date

                                	 
      
	 
      	 
      	 
      	
                                  Interim
      CEO – MedaSorb Technologies Corporation

                                  and
      CytoSorbents, Inc.