Unassociated Document


     

    
      This
Investor Relations Service Agreement is made and entered into between HepaLife
Technologies, Inc. (the “Company”) and Cogito, Corp.
(the “Consultant”) as of May 11, 2010.

      


      In consideration of and for the mutual
promises and covenants contained herein, and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties agree as
follows:

      


      1.           Purpose.  The
Company hereby employs the Consultant during the Term (as defined below) to
render Public Relations Services (as defined below) to the Company, upon the
terms and conditions as set forth herein.

      


      2.           Term.  Subject to
the earlier termination of this Agreement as set forth in Section 5 hereof, this
Agreement shall be effective for a twelve-month period (the “Term”) commencing on the date
hereof (the “Effective
Date”).

      


      3.           Duties of
Consultant.  During the term of this Agreement, the Consultant
shall provide to the Company investor relations services which may include, but
which may not necessarily be limited, to those outlined in Exhibit A attached
hereto (collectively, the “Public Relations Services”).
Notwithstanding the foregoing, it is understood and acknowledged by the parties
that the Consultant: (a) shall perform its analysis and reach its conclusions
about the Company independently, and that the Company shall have no involvement
therein; and (b) shall not render advice and/or services to the Company in any
manner, directly or indirectly, that is in connection with the offer or sale of
securities in a capital raising transaction or that could result in or be deemed
to be “market making” activities.

      


      4.           Compensation;
Expenses and Payment; Escrow Agreement.

      


      (a)           In
consideration of the Services, the Consultant shall be paid:

      


      (i)           
a monthly consulting fee of $5,000 (the “Monthly Fee”);
and

      


      (ii)           upon
submission of supporting documentation, reimbursed for out-of-pocket expenses
incurred by it in connection with the Investor Relations Services, including,
but not limited to, all charges for travel, printing costs and other expenses
spent on the Company’s behalf (the “Expense
Reimbursement”).  The Escrow Agent (as defined below) shall
immediately pay such expenses upon the submission of invoices therefor.
Collectively, the Monthly Fee and the Expense Reimbursement are herein referred
to herein as the “Consulting
Expenses.”

       

      
        
          
          

        

        
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      (b)           In
order to ensure prompt payment of the Consulting Expenses, on the Effective
Date, the Company, subject to the terms of that certain Escrow Agreement dated
May 11, 2010(the “Escrow
Agreement”), by and among the Alfred V. Greco, PLLC, as the escrow agent
(the “Escrow Agent”),
the Company and the Consultant, simultaneously with the execution and delivery
of this Agreement, shall deposit with the Escrow Agent $271,503 and will, in
accordance with  the terms of the Escrow Agreement, deposit with the
Escrow Agent on or before May 17, 2010, an additional $230,000 if, as described
in the Escrow Agreement, the Company receives on or before May 17, 2010
additional proceeds from the Financing (as defined in the Escrow Agreement) of
up to $250,000 in the aggregate; collectively, the aggregate deposits, of up to
$501,503, to be  deposited by the Company to the Escrow
Agent,  is herein referred to as the “Escrowed
Funds.”   The Escrow Agent shall disburse the Consulting
Expense in payment of the Consulting Expenses, in accordance with the terms of
the Escrow Agreement.    If any Escrow Funds remain upon the
termination of this Agreement, such funds shall be returned to the Company. It
is acknowledged that the deposit of the Escrowed Funds with the Escrow Agent is
an accommodation to the Company by the Consultant, which would otherwise have
required payment in full upon execution of this Agreement.

      


      5.         
 Earlier Termination.

      


      (a)           Anything
herein to the contrary notwithstanding, this Agreement will automatically
terminate should the Escrowed Funds be depleted prior to the expiration of the
twelve month term. Otherwise, this Agreement will terminate on the one year
anniversary of this Agreement unless otherwise extended by the parties
hereto.

      


      (b)           In
addition, the Company, at its option exercisable in its sole discretion,
 shall havethe right to terminate this Agreement
upon three (3) days prior written notice to the Consultant
 for “Cause.”  For purposes of this Agreement, “Cause” shall
mean:

       

      (i)           the Consultant    shall:

(A) apply for or consent 
to the appointment of a receiver, trustee,
custodian, intervenor, or liquidator of itself or of all or a substantial part
of its assets; 
(B) file a voluntary
petition in bankruptcy or admit in writing that it is unable 
to pay its debts as they become due; 
(C) make a general assignment for the
benefit of creditors; 
(D) file a
petition or answer seeking reorganization or an arrangement with creditors or 
to take advantage of any d
 
ebtor relief laws; 
(E) file an answer admitting the
material allegations of, or consent 
to,
or default in answering, a petition filed against it in any bankruptcy,
reorganization or insolvency proceeding; or 
(F) take corporate action for the
purpose of effecting any of the foregoing;

       

      (ii)           an
order, order for relief, judgment or decree shall be entered by any court of
competent jurisdiction or other competent authority approving a petition seeking
reorganization of the Consultant, or appointing a receiver, custodian,
trustee, intervenor, or liquidator of the Consultant, or of all or substantially
all of its assets, and such order, judgment or decree shall 
continue unstayed and in effect for a
period of sixty (60) days;

       

      (iii)           the
Securities and Exchange Commission or any other federal, state or local
governmental authority shall impose sanctions against the Consultant
for violation of federal or state securities laws; and

       

      (iv)           the
conviction of, or plea of guilty or no contest to, a felony or any other crime
involving moral turpitude, fraud, theft, embezzlement or dishonesty by an
officer of the Consultant.

       

      
        
          
          

        

        
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      In the event of a termination for Cause
pursuant to this Section 5(b), the Escrow Agreement shall provide for the
immediate release of the remaining amounts held in escrow by the Escrow Agent to
the Company.

       

      6.           Confidentiality.

      


      (a)           Consultant
acknowledges that as a consequence of its relationship with the Company, it may
be given access to confidential information which may include the following
types of information; financial statements and related financial information
with respect to the Company and its subsidiaries (the “Confidential Financial
Information”), trade secrets, products, product development, product
packaging, future marketing materials, business plans, certain methods of
operations, procedures, improvements, systems, customer lists, supplier lists
and specifications, and other private and confidential materials concerning the
Company’s business (collectively, “Confidential
Information”).

      


      (b)           Consultant
covenants and agrees to hold such Confidential Information strictly confidential
and shall only use such information solely to perform its duties under this
Agreement, and Consultant shall refrain from allowing such information to be
used in any way for its own private or commercial
purposes.  Consultant shall also refrain from disclosing any such
Confidential Information to any third parties.  Consultant further
agrees that upon termination or expiration of this Agreement, it will return all
Confidential Information and copies thereof to the Company and will destroy all
notes, reports and other material prepared by or for it containing Confidential
Information.

      


      (c)           Notwithstanding
the foregoing, nothing herein shall be construed as prohibiting Consultant from
disclosing any Confidential Information (a) which at the time of disclosure,
Consultant can demonstrate either (i)  was in the public domain and
generally available to the public or (ii) thereafter becomes a part of the
public domain and is generally available to the public by publication or
otherwise through no act of the Consultant; (b) which Consultant can establish
was independently developed by a third party who developed it without the use of
the Confidential Information and who did not acquire it directly or indirectly
from Consultant under an obligation of confidence; (c) which Consultant can show
was received by it after the termination of this Agreement from a third party
who did not acquire it directly or indirectly from the Company under an
obligation of confidence; or (d) which the Consultant can reasonably demonstrate
such disclosure is required by law or in any legal proceeding, governmental
investigation, or other similar proceeding.

      


      7.       
   Severability.  If any provision of this Agreement
shall be held or made invalid by a statute, rule, regulation, decision of a
tribunal or otherwise, the remainder of this Agreement shall not be affected
thereby and, to this extent, the provisions of this Agreement shall be deemed to
be severable.

       

      
        
          
          

        

        
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      8.           Governing Law; Venue;
Jurisdiction.  This Agreement shall be construed and enforced
in accordance with and governed by the laws of the State of New York, without
reference to principles of conflicts or choice of law thereof.  Each
of the parties consents to the jurisdiction of the U.S. District Court in the
Southern District of New York in connection with any dispute arising under this
Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens,
to the bringing of any such proceeding in such jurisdictions.  Each
party hereby agrees that if another party to this Agreement obtains a judgment
against it in such a proceeding, the party which obtained such judgment may
enforce same by summary judgment in the courts of any country having
jurisdiction over the party against whom such judgment was obtained, and each
party hereby waives any defenses available to it under local law and agrees to
the enforcement of such a judgment.  Each party to this Agreement
irrevocably consents to the service of process in any such proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such party at it address set forth herein.  Nothing herein shall
affect the right of any party to serve process in any other manner permitted by
law.  Each party waives its right to a trial by jury.

      


      9.           Miscellaneous.

      


      
        	
                 
      

              	
                (a)

              	
                Any
      notice or other communication between parties hereto shall be sufficiently
      given if sent by certified or registered mail, postage prepaid, if to the
      Company, addressed to it at:

              


      

       

      HepaLife
Technologies, Inc.

      850 Third
Avenue, Suite 1801

      New York,
NY 10022

      Attention:  Chief
Executive Officer

      Facsimile:
(800) 299-4869

       

      if to
Consultant, addressed to it at:

      


      Cogito
Corp.

      3138
Madeira Avenue

      Costa
Mesa, CA  92626

      Attention:
Cynthia Mulcahy

      Facsimile
number: (714) 424-9999

      


      or to
such address as may hereafter be designated in writing by one party to the
other.  Any notice or other communication hereunder shall be deemed
given three days after deposit in the mail if mailed by certified mail, return
receipt requested, or on the day after deposit with an overnight courier service
for next day delivery, or on the date delivered by hand or by facsimile with
accurate confirmation generated by the transmitting facsimile machine, at the
address or number designated above (if delivered on a business day during normal
business hours where such notice is to be received), or the first business day
following such delivery (if delivered other than on a business day during normal
business hours where such notice is to be received).

      


      
        	
                 
      

              	
                (b)

              	
                This
      Agreement embodies the entire Agreement and understanding between the
      Company and the Consultant and supersedes any and all negotiations, prior
      discussions and preliminary and prior arrangements and understandings
      related to the central subject matter
hereof.

              


      

       

      
        
          
          

        

        
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                (c)

              	
                This
      Agreement has been duly authorized, executed and delivered by and on
      behalf of the Company and the
Consultant.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                All
      services to be provided by the Consultant hereunder will be provided in
      compliance with all applicable laws, rules and
  regulations.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                This
      Agreement and all rights, liabilities and obligations hereunder shall be
      binding upon and inure to the benefit of each party’s successors but may
      not be assigned without the prior written approval of the other
      party.

              


      

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, the
parties hereto have executed this Agreement on the date first written
above

       

       

      
        	
                HEPALIFE
      TECHNOLOGIES, INC.

              	 
	 	 	 
	 	 	 
	
                By:
      

              	      
                /s/
      Richard Rosenblum

              	 
	
                Name: 

              	
                Richard
      Rosenblum

              	 
	
                Title:
      

              	
                President

              	 
	 	 	 


      

    

     

    
      	
              
                COGITO,
      CORP.

              

            	 
	 	 	 
	 	 	 
	
              By:
      

            	      
              /s/
      Cynthia Mulcahy

            	 
	
              Name: 

            	
              Cynthia
      Mulcahy

            	 
	
              Title:
      

            	
              President

            	 
	 	 	 


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
A

      Public
Relations Services

       

      
        
          	
                  1.

                	
                  Non-deal
      road show including meetings with brokers, fund managers and high
      net-worth investors.

                


        

        


        
          	
                  2.

                	
                  Placement
      of Company in print and television
media.

                


        

        


        
          	
                  3.

                	
                  Assistance
      in the preparation and distribution of press
  releases.

                


        

        


        
          	
                  4.

                	
                  Assistance
      in identifying and introducing the Company to potential financial
      analysts.

                


        

        


        
          	
                  5.

                	
                  Calls
      to brokers and investment advisors.

                


        

        


        
          	
                  6.

                	
                  Arranging
      for interviews on web and television financial news
    programs.

                


        

        


        
          	
                  7.

                	
                  Investor
      line to handle call volume.

                


        

        


        
          	
                  8.

                	
                  Strategic
      advice, including technical analysis to ensure that press release
      distribution and other dissemination of news releases generates the
      maximum impact.

                


        

        


        
          	
                  9.

                	
                  Email
      and  Direct mail marketing campaigns (Company to pay
      expenses).

                


        

        


        
          	
                  10.

                	
                  IR
      related services, including periodic review and analysis of the
      Company’s web site updated, fielding investor inquiries,
    etc.

                


        

        


        
          	
                  11.

                	
                  Comprehensive
      marketing campaign, including outsourcing to third-party providers email,
      direct mail, email, television, radio and other mediums for advertising
      the Company to investors.