Dr.
Robert Bartlett

    


    Consulting
Agreement

    


    THIS AGREEMENT (The
“Agreement”) entered into as of January 8, 2008 between Dr. Robert Bartlett
(“Consultant”) and MedaSorb Technologies Corporation and its wholly-owned
subsidiary CytoSorbents, Inc., a Nevada and Delaware corporation, respectively,
with offices at 7 Deer Park Dr., Suite K, Monmouth Junction, NJ, 08852
(collectively, the “Company”).  This agreement replaces the earlier
consulting agreement of September 2008.

    


    Witnesseth

    


    WHEREAS, the Consultant
possesses expertise in the areas of Medicine and desires to make available his
expertise for the benefits of the Company by providing services in such areas of
expertise; and

    


    WHEREAS, Company desires to
engage Consultant as its Chief Medical Officer during the term of this
Agreement;

    


    NOW, THEREFORE, in view of the
foregoing premises which are hereby incorporated as part of this Agreement, and
consideration of the mutual covenants herein contained, the parties hereto agree
as follows:

    


    
      	
              1.

            	
              The
      services to be rendered by Consultant (the “Services”) are set forth in
      Exhibit “B”.  Services may be amended by written agreement of
      Consultant and the Company and in doing, additional Exhibits would be
      added.

            


    

    


    
      	
              2.

            	
              Consultant
      agrees that during the term of this Agreement, Consultant shall perform
      the Services in a timely fashion to the best of the Consultant’s abilities
      and in accordance with the Company’s reasonable
  requests.

            


    

    


    Consultant
agrees to comply with the relevant standard operating procedures of the Company
as applicable, while performing Services.

    


    
      	
              3.

            	
              It
      is the express intention of the parties that Consultant be an independent
      contractor and not an employee, agent, joint venture, or partner of
      Company.  Both parties acknowledge that Consultant is not an
      employee of Company for state or federal tax
      purposes.  Consultant shall retain right to perform services for
      others during the term of this
agreement.

            


    

    


    
      	
              4.

            	
              The
      Agreement may be terminated by Consultant upon sixty (60) days’ written
      notice, or by Company upon sixty (60) days’ notice.  Unless
      sooner terminated by either party, this Agreement shall remain in effect
      until December 31, 2009, and thereafter as mutually agreed to in
      writing.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	
              5.

            	
              (a)
      Consultant recognizes and acknowledges that the data collected, developed,
      and maintained for Company by Consultant is a valuable property right of
      the Company and will be kept confidential and secret and therefore agrees
      to keep all information relating to such data in confidence and trust, and
      will not  use or disclose any such information
      without  the written consent of the Company, except as such use
      may be necessary in the ordinary course of Consultant’s performance of the
      Services for the Company.

            


    

    (b)
Consultant agrees that all documents and other physical property furnished to
Consultant or produced by Consultant in connection with the performance of the
Services shall be and remain the sole property of the Company upon request or
upon the termination of the Agreement.

    (c)
Consultant agrees to execute Company Non Disclosure Agreement

    (d)
Consultant agrees any inventions or patents derived from consulting services
shall be the property of CytoSorbents. Inc. and assigned to the Company at no
further cost.

    


    
      	
              6.

            	
              In
      consideration of the Services rendered hereunder, Company shall compensate
      Consultant at the rate set forth in Exhibit “A” hereto, together with
      reimbursement for other out-of-pocket expenses actually incurred on behalf
      of the Company and approved in advance of the Company.  Travel
      expenses will be submitted within 5 working days of completion of the
      travel.  Company will reimburse the Consultant within 15 days
      from receipt of the expense report.  Consultant shall invoice
      Company as set forth in Exhibit “A”
hereto.

            


    

    


    
      	
              7.

            	
              Consultant
      hereby represents that neither the execution of this Agreement, the
      consulting relationship with the Company nor the performance of the
      Services will violate any obligations of Consultant to any person, entity,
      including, without limitation, the obligation to keep confidential
      proprietary information of such person or
  entity.

            


    

    


    
      	
              8.

            	
              Each
      party shall indemnify the other from and hold it harmless against any
      loss, liability, damage, action, cause of action, cost or expense
      (including without limitation attorney’s fees) arising out of (a) any
      unauthorized act or omission of the indemnitor which may be determined to
      be binding upon the indemnitee, (b) any material breach of the obligations
      and undertakings of the indemnitor hereunder, or (c) the negligent,
      reckless or willful misconduct of the
  indemnitor.

            


    

    


    
      	
              9.

            	
              Company
      agrees to comply with all reasonable requests of Consultant (and provide
      reasonable access to documents) necessary to the performance of
      Consultant’s duties under this
Agreement.

            


    

    


    
      	
              10.

            	
              Should
      either party default in the performance of this Agreement or materially
      breach any of its provisions, the other party may terminate this Agreement
      by written notification to the other party.  For purposes of
      this section, material breach of this Agreement shall include, but not be
      limited to, failure to meet the deadlines, destruction of property,
      dishonesty, theft, or any actions which would tend to disparage the
      business reputation of either party in the
  community.

            


    

    


    
      
         

      

      
        Page 2 of
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              11.

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the State of New Jersey.

            


    

    


    
      	
              12.

            	
              This
      Agreement cannot be altered or otherwise amended except pursuant to an
      instrument in writing signed by Consultant and
  Company.

            


    

    


    


    IN WITNESS WHEREOF Company and
Consultant have executed this Agreement as of the date first above
written.

     

     

    
      
        
          
            
              	
                      CONSULTANT

                    	 
      	
                      Medasorb
      Technologies Corporation

                    	 
      
	
                      and
      CytoSorbents, Inc.

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	  
      	 
      
	 
      	 
      	 
      	 
      
	
                      Dr.
      Robert Bartlett

                    	 
      	
                      Dr.
      Phillip Chan

                    	 
      
	
                      Consultant

                    	 
      	
                      Interim
      CEO, MedaSorb Technologies

                    	 
      
	 
      	 
      	
                      Corporations
      and CytoSorbents, Inc.

                    	 
      


            

          

        

      

    

     

    
      
         

      

      
        Page 3 of
5

        
          

        

      

      
         

      

    

     EXHIBIT
“A”

    


    


    CONSULTANT:

    


    Dr.
Robert Bartlett

    


    
 

    


    RATE
FOR SERVICE FOR:

    


    Chief
Medical Officer

    


    Compensation:    $4,166.67
per month

    


    Company
will make payment to Consultant on a monthly basis.

    


    Company
will provide Consultant with Director and Officer insurance, as is customary per
company policy.

    


    Consultant
will receive a five-year stock option to purchase 50,000 shares of Common Stock
that vest in equal installments over 4 years.  The exercise price per
share of common stock shall equal the daily volume weighted average closing
price of the Common Stock for the five (5) trading days immediately prior to the
date hereof or $0.084 per share.

     

    Consultant
will be eligible for bonus options at the end of the Term at the discretion of
company management.

    


    
      
         

      

      
        Page 4 of
5

        
          

        

      

      
         

      

    

    EXHIBIT
“B”

    


    


    


    Consultant:  Dr.
Robert Bartlett

    


    Company:  CytoSorbents,
Inc.

    


    Scope of work:  As
Chief Medical Officer (CMO)

    


    
      	
               
      

            	
              1.

            	
              Assist
      CytoSorbents in the European Sepsis
Trial

            


    

    
      	
               
      

            	
              a.

            	
              Weekly
      participation in calls with the European Sepsis Trial Principal
      Investigator

            


    

    
      	
               
      

            	
              b.

            	
              Monthly
      participation in investigator’s
meetings

            


    

    
      	
               
      

            	
              c.

            	
              Field
      questions from investigators on the
trial

            


    

    
      	
               
      

            	
              d.

            	
              Interface
      with investigators in the trial on a regular basis to encourage
      recruitment

            


    

    
      	
               
      

            	
              e.

            	
              Interface
      with the Data Safety Monitoring Board on behalf of the company and attend
      meetings

            


    

    
      	
               
      

            	
              f.

            	
              Recommend
      back-up for DSMB position

            


    

    
      	
               
      

            	
              g.

            	
              Participation
      in the Sepsis Advisory Board

            


    

    
      	
               
      

            	
              h.

            	
              Assistance
      with site selection, initiation, and
recruitment

            


    

    
      	
               
      

            	
              i.

            	
              Assist
      in troubleshooting the clinical
trial

            


    

    
      	
               
      

            	
              j.

            	
              Assist
      in the analysis and write up of clinical or experimental
    data

            


    

    
      	
               
      

            	
              k.

            	
              Medical
      input regarding protocol changes

            


    

    
      	
               
      

            	
              l.

            	
              Assist
      in regulatory filings

            


    

    
      	
               
      

            	
              m.

            	
              Assist
      Cytosorbents in reasonable matters or questions relating to the
      trial

            


    

    


    
      	
               
      

            	
              2.

            	
              Assist
      CytoSorbents in discussions and/or filings with the
  FDA

            


    

    
      	
               
      

            	
              a.

            	
              Attend
      scheduled FDA meetings

            


    

    
      	
               
      

            	
              b.

            	
              Assist
      in developing the trial protocol

            


    

    


    
      	
               
      

            	
              3.

            	
              Participate
      in discussions with potential strategic partners or investors as
      needed

            


    

    


    
      	
               
      

            	
              4.

            	
              Act
      as a resource for CytoSorbent grant writing
  efforts

            


    

    


    
      	
               
      

            	
              5.

            	
              Assist
      the company with manufacturing requirements requiring CMO input such as
      CMO sign off on production release of
  devices

            


    

    


    
      	
               
      

            	
              6.

            	
              Assist
      with Market/clinical input on CytoSorbents’ technology
      applications

            


    

    


    
      	
               
      

            	
              7.

            	
              Assist
      with other reasonable matters in the course of business that are mutually
      agreed upon

            


    

    


    
      
         

      

      
        Page 5 of
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