Exhibit 1

JOINT FILING AGREEMENT

The undersigned hereby agree that the Amendment No. 5 to Schedule 13D with respect to the Common Stock of Nephros, Inc., dated as of May 24, 2011, is, and any amendments thereto (including amendments on Schedule 13G) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.

Date:  May 24, 2011

Southpaw Credit Opportunity Master Fund L.P.

By:  Southpaw GP LLC,

        its general partner

By: /s/ Kevin Wyman

Name: Kevin Wyman

Title: Managing Member

Southpaw Asset Management LP

By:   Southpaw Holdings LLC,

         its general partner

By: /s/ Kevin Wyman

Name: Kevin Wyman

Title: Managing Member

Southpaw Holdings, LLC

By: /s/ Kevin Wyman

Name: Kevin Wyman

Title: Managing Member

/s/ Kevin Wyman

Kevin Wyman

/s/ Howard Golden

Howard Golden