0001054274-05-000024 Sample Contracts

UNITED STATES DEPARTMENT OF AGRICULTURE TYPE OF RESEARCH AGREEMENT
Cooperative Research and Development Agreement • November 4th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • District of Columbia

PRINCIPAL INVESTIGATOR (Name and Address) Harmel Rayat (Same as Above) FINANCE OFFICE (Complete Mailing Address) USDA, ARS, BA, Budget and Fiscal Office 10300 Baltimore Ave. Bldg. 003, Rm. 206, BARC-West Beltsville, MD 20705-2350

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Contract
Cooperative Research and Development Agreement • November 4th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus

UNITED STATES DEPARTMENT OF AGRICULTURE RESEARCH AGREEMENT TYPE OF RESEARCH AGREEMENT Cooperative Research and Development Agreement

RESTATED FINDER AGREEMENT
Finder Agreement • November 4th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus

Restated Finder And Agreement , dated as of the 1st day of August, 2005 (the “Restated Agreement”), between Pacific Capsource, Inc., (“Finder”), a Nevada Corporation, with offices located at 1751 Greenwich, San Francisco, CA 94123, and HepaLife Technologies, Inc. (“Client”), a Florida Corporation, with offices located at Suite 216, 1628 West 1st Avenue, Vancouver, B.C., V6J 1G1.

COMMON STOCK PURCHASE AGREEMENT
Common Stock Purchase Agreement • November 4th, 2005 • Hepalife Technologies Inc • Surgical & medical instruments & apparatus • Florida

COMMON STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of July 8, 2005, by and between HEPALIFE TECHNOLOGIES, INC., a Florida corporation (the “Company”), and FUSION CAPITAL FUND II, LLC, an Illinois limited liability company (the “Buyer”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.

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