Exhibit 10.10


                            CONFIDENTIALITY AGREEMENT

            CONFIDENTIALITY AGREEMENT (this "Agreement") dated as of _________
between NEPHROS, INC., a Delaware corporation ("Nephros"), and
___________________ (the "Recipient") (each a "Party", and collectively, the
"Parties").

            WHEREAS Nephros expects to disclose to the Recipient confidential
information about Nephros' business and technology, the Recipient agrees as
follows:

            1. "Nephros Confidential Information" means, individually and
collectively, any and all information, including, without limitation,
information relating to the dialysis related equipment being developed by
Nephros.

            2. Nephros shall disclose to Recipient only such Nephros
Confidential Information as Nephros, at its sole discretion, considers necessary
for Recipient to function in its defined role.

            3. The Recipient shall maintain Nephros Confidential Information
received pursuant to this Agreement in confidence and not disclose the same to
any third party. Recipient shall use Nephros Confidential Information
exclusively for the purpose of its role at Nephros as defined, and for no other
purpose. The foregoing obligation of confidentiality by Recipient shall not
apply to any information with respect to which the Recipient can demonstrate by
written records that:

                (1) such information was already in the Recipient's possession
or control prior to the earlier of the date of (a) disclosure or (b) first
interaction with Nephros (provided that such information is not subject to
another contractual, legal or fiduciary obligation to Nephros or a third party);
or

                (2) such information was on the date of its disclosure to
Recipient in or thereafter enters the public domain other than as a result of
disclosure by Recipient in breach of this Agreement; or

                (3) becomes available to the Recipient on a non-confidential
basis from a source other than Nephros, provided that such source has the right
to disclose such information and is not prohibited by a confidentiality
agreement with or other contractual, legal or fiduciary obligation of
nondisclosure to Nephros or to another third party.

            4. It is understood and agreed that any and all proprietary rights,
including, but not limited to, patent rights, trademarks and other intellectual
property or proprietary rights, in and to the Nephros Confidential Information
disclosed by Nephros to the Recipient shall be and remain the exclusive property
of Nephros. The Nephros Confidential Information will be disclosed to Recipient
with the express understanding that neither Party will be obligated to enter
into any further transaction or other agreement with the other party. In
addition, nothing in this Agreement shall be construed as the granting of a
license by Nephros to the Recipient.

            5. The Agreement set forth herein may be modified, amended or waived
only by separate written agreement of each of the Parties expressly so
modifying, amending or



waiving such Agreement. The waiver by either Party of compliance with any
provision of this Agreement by the other Party shall not operate or be construed
as a waiver of such Party of a provision of this Agreement.

            6. The Recipient may not assign his rights or obligations hereunder.
Nothing in this Agreement shall interfere with Nephros' ability to transfer or
assign its rights under this Agreement.

            7. All obligations of the Parties under this Agreement shall
terminate upon the fifth anniversary of the termination of business
relationships between the Parties.

            8. This letter shall be governed by, and construed in accordance
with, the laws of the State of New York, without reference to the conflict of
law principles of such State to the extent that the laws of any other
jurisdiction would be applicable in lieu thereof. The Parties irrevocably and
unconditionally agree that the exclusive place of jurisdiction for any action,
suit or proceeding ("Actions") relating to this Agreement shall be in the courts
of the United States of America sitting in the City of New York. If such courts
shall not have jurisdiction over the subject matter thereof, in the courts of
the State of New York sitting therein, and each such party hereby irrevocably
and unconditionally agrees to submit to the jurisdiction of such courts for
purposes of any such Actions. Each Party irrevocably and unconditionally waives
any objection it may have to the venue of any Action brought in such courts or
to the convenience of the forum. Final judgment in any such Action shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment, a
certified or true copy of which shall be conclusive evidence of the fact and the
amount of any indebtedness or liability of any party therein described.

            9. In the event that any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, such holding
shall not invalidate or render unenforceable any other provision hereof.

            IN WITNESS WHEREOF,  the Recipient executes this Agreement as of the
date first set forth above.

                                          RECIPIENT:



                                          _____________________________


                                          FOR NEPHROS:



                                          _____________________________
                                          Norman J. Barta
                                          Chief Financial Officer



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