<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>southpaw-ex99_101507.txt
<TEXT>
                                                                      EXHIBIT 99

1.   The filing of this Form 3 shall not be construed as an admission that (i)
     Southpaw Asset Management LP ("Southpaw Management"), (ii) Southpaw
     Holdings LLC ("Southpaw Holdings"), (iii) Kevin Wyman or (iv) Howard Golden
     is or was for the purposes of Section 16(a) of the Securities Exchange Act
     of 1934, as amended, the beneficial owner of the Series A 10% Secured
     Convertible Note due 2008, in the original principal amount of $176,500
     (the "Series A Note"), issued by Nephros, Inc. (the "Issuer"), held by an
     account managed by Southpaw Management (the "Managed Account"), or the
     Series B 10% Secured Convertible Note due 2008, in the original principal
     amount of $2,038,461.54, issued by the Issuer (the "Series B Note" and,
     together with the Series A Note, the "Notes"), held by Southpaw Credit
     Opportunity Master Fund LP ("Master Fund"), or any of the shares of common
     stock, par value $0.001, of the Issuer (the "Common Stock") obtainable upon
     conversion of the Notes or upon exercise of the warrants obtainable upon
     conversion of the Series A Note (the "Warrants"). Pursuant to Rule 16a-1,
     Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim
     such beneficial ownership.

2.   The Notes will automatically convert on the twenty-first (21st) day after
     the Issuer sends or gives its stockholders a definitive Schedule 14C
     information statement relating to certain actions taken by stockholders of
     the Issuer by written consent (the "Automatic Conversion Date").

3.   The maturity date of the Notes is September 25, 2008.

4.   The number reported includes 250,000 shares of Common Stock and Warrants to
     purchase an additional 125,000 shares of Common Stock. The number of shares
     of Common Stock and Warrants reported is based on the original principal
     amount of the Series A Note ($176,500). The Series A Note accrues interest
     at a rate of 10% per annum, and the accrued interest will automatically be
     converted into shares of Common Stock on the Automatic Conversion Date at
     the same conversion rate as the rate that applies to the original principal
     amount. The number of Warrants issued upon conversion of the Series A Note
     will increase by 50% of the number of shares of Common Stock issued with
     respect to the accrued interest.

5.   The amount reported represents the conversion price used to determine the
     number of shares of Common Stock issuable upon the conversion of the Notes.
     The exercise price of the Warrants that will be issued upon the conversion
     of the Series A Note is $0.90 per share.

6.   Southpaw Management holds the Notes indirectly through the accounts of the
     Managed Account, which holds the Series A Note, and Master Fund, which
     holds the Series B Note. Southpaw Management serves as the investment
     manager of the Managed Account and Master Fund. Southpaw Management
     receives a performance-based and an asset-based fee for managing the
     investments of the Managed Account and Master Fund. Southpaw Holdings
     reports the Notes held indirectly by Southpaw Management, because, as the
     general partner of Southpaw Management, it controls the disposition and
     voting of the securities. Mr. Wyman and Mr. Golden report the Notes
     because, as managing members of Southpaw Holdings, they control the
     disposition and voting of the securities. Each of Southpaw Management,
     Southpaw Holdings, Mr. Wyman and Mr. Golden disclaims beneficial ownership
     of the Notes except to the extent of each entity's and individual's
     pecuniary interest in the Notes.

7.   The number of shares of Common Stock reported is based on the original
     principal amount of the Series B Note ($2,038,461.54). The Series B Note
     accrues interest at a rate of 10% per annum, and the accrued interest will
     automatically be converted into shares of Common Stock on the Automatic
     Conversion Date at the same conversion rate as the rate that applies to the
     original principal amount.

<PAGE>


Southpaw Credit Opportunity Master Fund LP

By:  Southpaw GP LLC,
     its general partner

By: /s/ Kevin Wyman                                 10/17/2007
    ----------------------                        -------------
Name: Kevin Wyman                                      Date
Title: Managing Member


Southpaw Asset Management LP

By:  Southpaw Holdings LLC,
     its general partner

By:   /s/ Kevin Wyman                               10/17/2007
    ----------------------                        -------------
Name: Kevin Wyman                                      Date
Title: Managing Member


Southpaw Holdings, LLC

By: /s/ Kevin Wyman                                 10/17/2007
    ----------------------                        -------------
Name: Kevin Wyman                                      Date
Title: Managing Member


By: /s/ Kevin Wyman                                 10/17/2007
    ----------------------                        -------------
    Kevin Wyman                                        Date


By: /s/ Howard Golden                               10/17/2007
    ----------------------                        -------------
    Howard Golden                                      Date
</TEXT>
</DOCUMENT>
