<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>southpaw-ex99_052808.txt
<TEXT>
                                                                      EXHIBIT 99


Explanation of Responses:

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 "Exchange Act"), the beneficial owner of the shares of common stock, par
value $0.001 (the "Common Stock"), of Nephros Inc. (the "Issuer"), held by an
account managed by Southpaw Management (the "Managed Account") and Southpaw
Credit Opportunity Master Fund LP ("Master Fund"). Pursuant to Rule 16a-1,
Southpaw Management, Southpaw Holdings, Mr. Wyman and Mr. Golden disclaim such
beneficial ownership.

2. Southpaw Management holds the shares of Common Stock indirectly through the
accounts of Master Fund, which holds 1,193,994 shares of Common Stock, and the
Managed Account, which holds 103,336 shares of Common Stock. 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 securities held indirectly by Southpaw Management because, as
the general partner of Southpaw Management, it controls the disposition and
voting of such securities. Mr. Wyman and Mr. Golden report these securities
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 securities
reported herein, except to the extent of each entity's and individual's
pecuniary interest in such securities.


Southpaw Asset Management LP

By:  Southpaw Holdings LLC,
     its general partner

By: /s/ Kevin Wyman                                                05/30/2008
   ---------------------------                                     ----------
Name:  Kevin Wyman                                                    Date
Title: Managing Member


Southpaw Holdings, LLC

By: /s/ Kevin Wyman                                                05/30/2008
   ---------------------------                                     ----------
Name:  Kevin Wyman                                                    Date
Title: Managing Member


By: /s/ Kevin Wyman                                                05/30/2008
   ---------------------------                                     ----------
   Kevin Wyman                                                        Date


By: /s/ Howard Golden                                              05/30/2008
   ---------------------------                                     ----------
   Howard Golden                                                      Date




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