WAIVER OF RIGHTS UNDER THE CERTIFICATE OF DESIGNATION FOR THE SERIES B PREFERRED SHARES

This waiver (the “ Waiver ”) is entered into on the __ ^th day of February, 2009, by a majority of the Series B Preferred Stock, including NJTC Venture Fund SBIC, L.P. (the “ Majority Series B Holders ”) of MedaSorb Technologies Company, incorporated under the laws of the State of Nevada (the “ Company ”). The undefined capitalized terms in this Waiver shall have the same meaning as provided in the Series B Preferred Stock Subscription Agreement.

WHEREAS, the Parties have previously entered into a Subscription Agreement dated June 30, 2008 (the " Subscription Agreement "), attached hereto as Exhibit A.

WHEREAS, the Majority Series B Holders desire to release the Company and waive any Event of Default under Section 6(ix) of the Certificate of Designations that results from a Non-Registration Event as provided in Section 11.4 of the Subscription Agreement.

WHEREAS, the Majority Series B Holders desire to further release the Co