Exhibit 10.1

HepaLife Technologies, Inc.

60 State Street, Suite 700

Boston, MA  02109

October 13, 2009

Mr. Amit S. Dang
2000 Town Center, Suite 1900

Southfield, MI 48075

Re: Contract Interim Executive-Services Agreement

Dear Mr. Dang:

This letter sets forth the terms and conditions of your Contract Interim Executive-Services Agreement (the “Agreement” ) with HepaLife Technologies, Inc. (the “ Company ").

                1. Duties. Under terms of the Agreement, you shall be contracted by the Company as its Interim President and Chief Executive Officer, or in any executive or non-executive position(s) as the Company, from time to time, may deem appropriate. In performance of your duties, you shall be subject to the direction of, and be reporting directly to, the Company's Board of Directors (the “ Board” ); provided that, if requested by the Board, you will immediately resign your position(s) of the Company. You shall be available to travel as the needs of the business require. You agree to devote such amount of your business time, energy and skill to the duties assigned to you by the Board as maybe reasonably necessary to fulfill your obligations hereunder. The Company acknowledges and understands that your services hereunder are provided on a part-time basis.

2. Termination of Agreement . Anything herein to the contrary notwithstanding, the Company may terminate the Agreement at any time, with or without cause, and for any reason whatsoever, upon immediate written notice.  You may terminate the Agreement with or without cause, and for any reason whatsoever, upon written notice of no fewer than 90 days; your notice to the Company may be waived upon mutual consent of the Company.  In the event of termination by either party, with or without cause: (i) you shall not be entitled to any form of contract cancellation fees, non-performance fees, or monthly fees; (ii) you shall no longer be eligible for reimbursement of expenses not previously approved or within the terms of the Agreement under Paragraph 5 ; (iii) any and all unexercised Options, whether vested or not, shall expire and shall no longer be exercisable as of the date of termination of the Agreement, except under the conditions detailed in Paragraph 4(b) ; (iv) you will not be entitled to any financial compensation beyond the terms provided for in the Agreement, and (v) neither party hereto shall have any further rights or obligations hereunder, except obligations expressly stated to survive the termination of the Agreement.  Nothing shall limit your right to be indemnified by the Company, subject to its indemnification policies then in effect, and subject to the conditions detailed in Paragraph 3; for your actions as a director or officer of the Company, provided such indemnification would otherwise have been available to you.

3. Directors and Officers Insurance . During the term of the Agreement, the Company shall maintain Directors and Officers Insurance (the “D&O Insurance” ) and (a) you shall be included as an “officer” of the Company under such policy and (b) you shall be provided reasonable and customary indemnification provisions as per the Company’s By-laws and Certificate of Incorporation that are at least as protective of you as the laws of the state in which the Company is then incorporated. The Company will use commercially reasonable efforts to maintain the D&O Insurance in effect for a period of not less than three years following the termination of this Agreement.

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             4. Financial Terms . You shall be compensated by the Company for your services as follows:

(a) Monthly Fee . Commencing October 13, 2009, you shall be paid a monthly fee of $7,000. You shall be responsible for withholding all applicable taxes. You will not be eligible for health benefits, vacation time, or other employee benefits.

(b) Stock Options. Within 30 days of execution of the Agreement, you and the Company shall have entered into a Stock Option Agreement (the “ Stock Option Agreement ”), pursuant to which you shall receive an (the “ Option ”) to purchase up to an aggregate of 100,000 shares of the Company’s common stock; the Option is subject to and shall have such restrictions, vesting require