SECURITIES
      PURCHASE AGREEMENT

     

    Securities
      Purchase Agreement dated as of February 28, 2007 (this “Agreement”)
      by and
      between MultiCell Technologies, Inc., a Delaware corporation, with principal
      executive offices located at 701 George Washington Highway, Lincoln, Rhode
      Island (the “Company”),
      and
      La Jolla Cove Investors, Inc. (“Holder”).
      

     

    WHEREAS,
      Holder desires to purchase from the Company, and the Company desires to issue
      and sell to Holder, upon the terms and subject to the conditions of this
      Agreement, a Convertible Debenture of the Company in the aggregate principal
      amount of $100,000 (the “Debenture”);
      

     

    WHEREAS,
      in conjunction with the Debenture, the Company is to issue a Warrant to Purchase
      Common Stock to the Holder (the “Warrant”
or
      the
“Conversion
      Warrant”);
      and

     

    WHEREAS,
      upon the terms and subject to the conditions set forth in the Debenture and
      the
      Warrant, the Debenture and Warrant are convertible and exercisable,
      respectively, into shares of the Company’s Common Stock (the “Common
      Stock”).

     

    NOW,
      THEREFORE, in consideration of the premises and the mutual covenants contained
      herein, the parties hereto, intending to be legally bound, hereby agree as
      follows:

     

    
      	 	
              I.

            	
              PURCHASE
                AND SALE OF DEBENTURE

            


    

     

    A. Transaction.
      Holder
      hereby agrees to purchase from the Company, and the Company has offered and
      hereby agrees to issue and sell to Holder in a transaction exempt from the
      registration and prospectus delivery requirements of the Securities Act of
      1933,
      as amended (the “Securities
      Act”),
      the
      Debenture.

     

    B. Purchase
      Price; Form of Payment.
      The
      purchase price for the Debenture to be purchased by Holder hereunder shall
      be
      $100,000 (the “Purchase
      Price”).
      Simultaneously with the execution of this Agreement, Holder shall pay the
      Purchase Price by wire transfer of immediately available funds to the Company.
      Simultaneously with the execution of this Agreement, the Company shall deliver
      the Debenture and the Warrant (which shall have been duly authorized, issued
      and
      executed I/N/O Holder or, if the Company otherwise has been notified, I/N/O
      Holder’s nominee).

     

    
      	 	
              II.

            	
              HOLDER’S
                REPRESENTATIONS AND
                WARRANTIES

            


    

     

    Holder
      represents and warrants to and covenants and agrees with the Company as
      follows:

     

    1. Holder
      is
      purchasing the Debenture and the Common Stock issuable upon conversion or
      redemption of the Debenture (the “Conversion
      Shares”
and,
      collectively with the Debenture and the Warrant Shares (as defined below),
      the
“Securities”)
      for
      its own account, for investment purposes only and not with a view towards or
      in
      connection with the public sale or distribution thereof in violation of the
      Securities Act. The “Warrant
      Shares”
as
      referred to herein means the Common Stock issuable upon exercise of the
      Warrant.

    
      
         

        
          
            	
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    2. Holder
      is
      (i) an “accredited investor” within the meaning of Rule 501 of Regulation D
      under the Securities Act, (ii) experienced in making investments of the kind
      contemplated by this Agreement, (iii) capable, by reason of its business and
      financial experience, of evaluating the relative merits and risks of an
      investment in the Securities, and (iv) able to afford the loss of its investment
      in the Securities.

     

    3. Holder
      understands that the Securities are being offered and sold by the Company in
      reliance on an exemption from the registration requirements of the Securities
      Act and equivalent state securities and “blue sky” laws, and that the Company is
      relying upon the accuracy of, and Holder’s compliance with, Holder’s
      representations, warranties and covenants set forth in this Agreement to
      determine the availability of such exemption and the eligibility of Holder
      to
      purchase the Securities;

     

    4. Holder
      understands that the Securities have not been approved or disapproved by the
      Securities and Exchange Commission (the “Commission”)
      or any
      state or provincial securities commission.

     

    5. The
      Holder understands that the certificates or other instruments representing
      the
      Securities shall bear a restrictive legend in substantially the following form
      (and a stop transfer order may be placed against transfer of such stock
      certificates):

     

    “The
      securities represented by this certificate have not been registered under the
      Securities Act of 1933, as amended (the “Securities Act”). The securities may
      not be offered for sale, sold or otherwise transferred except (i) pursuant
      to an
      effective registration statement under the Securities Act or (ii) pursuant
      to an
      exemption from registration under the Securities Act in respect of which the
      issuer of this certificate has received an opinion of counsel reasonably
      satisfactory to the issuer of this certificate to such effect. Copies of the
      agreement covering both the purchase of the securities and restrictions on
      their
      transfer may be obtained at no cost by written request made by the holder of
      record of this certificate to the Secretary of the issuer of this certificate
      at
      the principal executive offices of the issuer of this certificate.”


     

    The
      legend set forth above shall be removed and the Company within two (2) business
      days shall issue a certificate without such legend to the holder of the
      Securities upon which it is stamped, if, unless otherwise required by state
      securities laws, (i) in connection with a sale transaction, provided the
      Securities are registered under the Securities Act or (ii) in connection with
      a
      sale transaction, after such holder provides the Company with an opinion of
      counsel, which opinion shall be in form, substance and scope customary for
      opinions of counsel in comparable transactions, to the effect that a public
      sale, assignment or transfer of the Securities may be made without registration
      under the Securities Act. 

     

    6. This
      Agreement has been duly and validly authorized, executed and delivered by Holder
      and is a valid and binding agreement of Holder enforceable against it in
      accordance with its terms, subject to applicable bankruptcy, insolvency,
      fraudulent conveyance, reorganization, moratorium and similar laws affecting
      creditors’ rights and remedies generally and except as rights to indemnity and
      contribution may be limited by federal or state securities laws or the public
      policy underlying such laws.

    
      
         

        
          
            	
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              III.

            	
              THE
                COMPANY’S REPRESENTATIONS

            


    

     

    The
      Company represents and warrants as of the date hereof to the Holder that, except
      as set forth in the Commission Filings (as defined herein) or Schedule III
      attached hereto, the statements contained in this Section 3 are complete and
      accurate as of the date of this Agreement. As used in this Section 3, the term
      “Knowledge” shall mean the knowledge of the members of the board of directors of
      the Company and/or the officers of the Company after reasonable
      investigation.:

     

    A. Capitalization.

     

    1. The
      authorized capital stock of the Company consists of 200,000,000 shares of Common
      Stock and 1,000,000 shares of Series A Preferred Stock of which 40,283,896
      shares and 20,077 shares, respectively, are issued and outstanding as of the
      date hereof and are fully paid and nonassessable. The amount, exercise,
      conversion or subscription price and expiration date for each outstanding option
      and other security or agreement to purchase shares of Common Stock is accurately
      set forth on Schedule
      III.A.1.

     

    2. The
      Conversion Shares and the Warrant Shares have been duly and validly authorized
      and reserved for issuance by the Company, and, when issued by the Company upon
      conversion of the Debenture, will be duly and validly issued, fully paid and
      nonassessable and will not subject the holder thereof to personal liability
      by
      reason of being such holder.

     

    3. Except
      as
      disclosed on Schedule III.A.3.,
      there
      are no preemptive, subscription, “call,” right of first refusal or other similar
      rights to acquire any capital stock of the Company or other voting securities
      of
      the Company that have been issued or granted to any person and no other
      obligations of the Company to issue, grant, extend or enter into any security,
      option, warrant, “call,” right, commitment, agreement, arrangement or
      undertaking with respect to any of their respective capital stock.

     

    B. Organization;
      Reporting Company Status.

     

    1. The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the state or jurisdiction in which it is incorporated and
      is
      duly qualified as a foreign corporation in all jurisdictions in which the
      failure so to qualify would reasonably be expected to have a material adverse
      effect on the business, properties, prospects, condition (financial or
      otherwise) or results of operations of the Company or on the consummation of
      any
      of the transactions contemplated by this Agreement (a “Material
      Adverse Effect”).

     

    2. The
      Company is subject to the reporting requirements of the Securities Exchange
      Act
      of 1934, as amended (the “Exchange
      Act”).
      The
      Common Stock is traded on the OTC Bulletin Board service of the National
      Association of Securities Dealers, Inc. (“OTCBB”)
      and
      the Company has not received any notice regarding, and to its Knowledge there
      is
      no threat of, the termination or discontinuance of the eligibility of the Common
      Stock for such trading.

    
      
         

        
          
            	
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    C. Authorization.
      The
      Company (i) has duly and validly authorized and reserved for issuance shares
      of
      Common Stock, which is a number sufficient for the conversion of the Debenture
      and the exercise of the Warrant and (ii) at all times from and after the date
      hereof shall have a sufficient number of shares of Common Stock duly and validly
      authorized and reserved for issuance to satisfy the conversion of the Debenture
      in full and the exercise of the Warrant. The Company understands and
      acknowledges the potentially dilutive effect on the Common Stock of the issuance
      of the Conversion Shares and the Warrant Shares. The Company further
      acknowledges that its obligation to issue Conversion Shares upon conversion
      of
      the Debenture and the exercise of the Warrant in accordance with this Agreement
      is absolute and unconditional regardless of the dilutive effect that such
      issuance may have on the ownership interests of other stockholders of the
      Company and notwithstanding the commencement of any case under 11 U.S.C.
§ 101 et
      seq.
      (the
“Bankruptcy
      Code”).
      In
      the event the Company is a debtor under the Bankruptcy Code, the Company hereby
      waives to the fullest extent permitted any rights to relief it may have under
      11 U.S.C. § 362 in respect of the conversion of the Debenture. The
      Company agrees, without cost or expense to Holder, to take or consent to any
      and
      all action necessary to effectuate relief under 11 U.S.C.
§ 362.

     

    D. Authority;
      Validity and Enforceability.
      The
      Company has the requisite corporate power and authority to enter into the
      Documents (as such term is hereinafter defined) and to perform all of its
      obligations hereunder and thereunder (including the issuance, sale and delivery
      to Holder of the Securities). The execution, delivery and performance by the
      Company of the Documents and the consummation by the Company of the transactions
      contemplated hereby and thereby (including, without limitation, the issuance
      of
      the Debenture and the issuance and reservation for issuance of the Conversion
      Shares) have been duly and validly authorized by all necessary corporate action
      on the part of the Company. Each of the Documents has been duly and validly
      executed and delivered by the Company and each Document constitutes a valid
      and
      binding obligation of the Company enforceable against it in accordance with
      its
      terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium and similar laws affecting creditors’ rights and
      remedies generally and except as rights to indemnity and contribution may be
      limited by federal or state securities laws or the public policy underlying
      such
      laws. The Securities have been duly and validly authorized for issuance by
      the
      Company and, when executed and delivered by the Company, will be valid and
      binding obligations of the Company enforceable against it in accordance with
      their respective terms, subject to applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium and similar laws affecting creditors’
rights and remedies generally. For purposes of this Agreement, the term
“Documents”
means
      (i) this Agreement; (ii) the Debenture; and (iii) the Warrant.

     

    E. Validity
      of Issuance of the Securities.
      The
      Debenture, the Conversion Shares upon their issuance in accordance with the
      Debenture, and the Warrant Shares will be validly issued and outstanding, fully
      paid and nonassessable, and not subject to any preemptive rights, rights of
      first refusal, tag-along rights, drag-along rights or other similar
      rights.

     

    F. Non-contravention.
      The
      execution and delivery by the Company of the Documents, the issuance of the
      Securities, and the consummation by the Company of the other transactions
      contemplated hereby and thereby do not, and compliance with the provisions
      of
      this Agreement and other Documents will not, conflict with, or result in any
      violation of, or default (with or without notice or lapse of time, or both)
      under, or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of a material benefit under, or result in the creation
      of
      any Lien (as such term is hereinafter defined) upon any of the properties or
      assets of the Company or any of its Subsidiaries under, or result in the
      termination of, or require that any consent be obtained or any notice be given
      with respect to (i) the Articles or Certificate of Incorporation or By-Laws
      of
      the Company or the comparable charter or organizational documents of any of
      its
      Subsidiaries, in each case as amended to the date of this Agreement, (ii) any
      loan or credit agreement, Debenture, bond, mortgage, indenture, lease, contract
      or other agreement, instrument or permit applicable to the Company or any of
      its
      Subsidiaries or their respective properties or assets or (iii) any Law (as
      such
      term is hereinafter defined) applicable to, or any judgment, decree or order
      of
      any court or government body having jurisdiction over, the Company or any of
      its
      Subsidiaries or any of their respective properties or assets. A “Lien”
means
      any assignment, transfer, pledge, mortgage, security interest or other
      encumbrance of any nature, or an agreement to do so, or the ownership or
      acquisition or agreement to acquire any asset or property of any character
      subject to any of the foregoing encumbrances (including any conditional sale
      contract or other title retention agreement). 

    
      
         

        
          
            	
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    G. Approvals.
      No
      authorization, approval or consent of any court or public or governmental
      authority is required to be obtained by the Company for the issuance and sale
      of
      the Securities to Holder as contemplated by this Agreement, except such
      authorizations, approvals and consents as have been obtained by the Company
      prior to the date hereof.

     

    H. Commission
      Filings.
      The
      Company has properly and timely filed with the Commission all reports, proxy
      statements, forms and other documents required to be filed with the Commission
      under the Securities Act and the Exchange Act since becoming subject to such
      Acts (the “Commission
      Filings”).
      As of
      their respective dates, (i) the Commission Filings complied in all material
      respects with the requirements of the Securities Act or the Exchange Act, as
      the
      case may be, and the rules and regulations of the Commission promulgated
      thereunder applicable to such Commission Filings and (ii) to the Knowledge
      of
      the Company none of the Commission Filings contained at the time of its filing
      any untrue statement of a material fact or omitted to state a material fact
      required to be stated therein or necessary in order to make the statements
      therein, in light of the circumstances under which they were made, not
      misleading. The financial statements of the Company included in the Commission
      Filings, as of the dates of such documents, were true and complete in all
      material respects and complied with applicable accounting requirements and
      the
      published rules and regulations of the Commission with respect thereto, were
      to
      the Knowledge of the Company prepared in accordance with generally accepted
      accounting principles in the United States (“GAAP”)
      (except in the case of unaudited statements permitted by Form 10-Q under the
      Exchange Act) applied on a consistent basis during the periods involved (except
      as may be indicated in the notes thereto) and fairly presented the consolidated
      financial position of the Company and its Subsidiaries as of the dates thereof
      and the consolidated results of their operations and cash flows for the periods
      then ended (subject, in the case of unaudited statements, to normal year-end
      audit adjustments that in the aggregate are not material and to any other
      adjustment described therein).

     

    I. Full
      Disclosure.
      There is
      no fact known to the Company (other than general economic or industry conditions
      known to the public generally) that has not been fully disclosed in the
      Commission Filings that (i) reasonably could be expected to have a Material
      Adverse Effect or (ii) reasonably could be expected to materially and
      adversely affect the ability of the Company to perform its obligations pursuant
      to the Documents.

    
      
         

        
          
            	
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    J. Absence
      of Events of Default.
      No
“Event
      of Default”
(as
      defined in any agreement or instrument to which the Company is a party) and
      no
      event which, with notice, lapse of time or both, would constitute an Event
      of
      Default (as so defined), has occurred and is continuing.

     

    K. Securities
      Law Matters.
      Assuming
      the accuracy of the representations and warranties of Holder set forth in
      Article II.C, the offer and sale by the Company of the Securities is exempt
      from
      (i) the registration and prospectus delivery requirements of the Securities
      Act
      and the rules and regulations of the Commission thereunder and (ii) the
      registration and/or qualification provisions of all applicable state and
      provincial securities and “blue sky” laws. The Company shall not directly or
      indirectly take, and shall not permit any of its directors, officers or
      Affiliates directly or indirectly to take, any action (including, without
      limitation, any offering or sale to any person or entity of any security similar
      to the Debenture) which will make unavailable the exemption from Securities
      Act
      registration being relied upon by the Company for the offer and sale to Holder
      of the Debenture, the Conversion Shares and the Warrant Shares as contemplated
      by this Agreement. No form of general solicitation or advertising has been
      used
      or authorized by the Company or any of its officers, directors or Affiliates
      in
      connection with the offer or sale of the Debenture (and the Conversion Shares)
      as contemplated by this Agreement or any other agreement to which the Company
      is
      a party. As used in the Documents, “Affiliate”
      has the
      meaning ascribed to such term in Rule 12b-2 under the Exchange Act.

     

    L. Registration
      Rights.
      Except
      as set forth on Schedule III.L.,
      no
      Person has, and as of the Closing (as such term is hereinafter defined), no
      Person shall have, any demand, “piggy-back” or other rights to cause the Company
      to file any registration statement under the Securities Act relating to any
      of
      its securities or to participate in any such registration
      statement.

     

    M. Interest.
      The
      timely payment of interest on the Debenture is not prohibited by the Articles
      or
      Certificate of Incorporation or By-Laws of the Company, in each case as amended
      to the date of this Agreement, or any agreement, contract, document or other
      undertaking to which the Company is a party.

     

    N. No
      Misrepresentation.
      No
      representation or warranty of the Company contained in this Agreement or any
      of
      the other Documents, any schedule, annex or exhibit hereto or thereto or any
      agreement, instrument or certificate furnished by the Company to Holder pursuant
      to this Agreement contains any untrue statement of a material fact or omits
      to
      state a material fact required to be stated therein or necessary to make the
      statements therein not misleading.

     

    O. Finder’s
      Fee.
      There is
      no finder’s fee, brokerage commission or like payment in connection with the
      transactions contemplated by this Agreement for which Holder is liable or
      responsible.

     

    P. Litigation.
      Other
      than as disclosed in the Commission Filings, there is no action, suit,
      proceeding or investigation pending or, to the Company’s knowledge, currently
      threatened against the Company or its Subsidiaries that questions the validity
      of this Agreement, the Documents, or the right of the Company to enter into
      such
      agreements, or to consummate the transactions contemplated hereby or thereby,
      or
      that might result, either individually or in the aggregate, in any material
      adverse changes in the business, assets or condition of the Company and its
      Subsidiaries, taken as a whole, financially or otherwise, or any change in
      the
      current equity ownership of the Company or its Subsidiaries. Neither the Company
      nor its Subsidiaries are parties or subject to the provisions of any order,
      writ, injunction, judgment or decree of any court or government agency or
      instrumentality. There is no action, suit, proceeding or investigation by the
      Company or its Subsidiaries currently pending or that the Company or its
      Subsidiaries intends to initiate. 

    
       

      
        
          	
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    Q. Agreements.
      Except
      for agreements explicitly contemplated hereby, or disclosed in the Commission
      Filings, there are no agreements, understandings or proposed transactions
      between the Company and any of its officers, directors, Affiliates, or any
      affiliate thereof.

     

    R. Tax
      Returns.
      The
      Company and each of its Subsidiaries has made and filed all federal and state
      income and all other tax returns, reports and declarations required by any
      jurisdiction to which it is subject and (unless and only to the extent that
      the
      Company and each of its Subsidiaries has set aside on its books provisions
      reasonably adequate for the payment of all unpaid and unreported taxes) has
      paid
      all taxes and other governmental assessments and charges that are material
      in
      amount, shown or determined to be due on such returns, reports and declarations,
      except those being contested in good faith and has set aside on its books
      provision reasonably adequate for the payment of all taxes for periods
      subsequent to the periods to which such returns, reports or declarations apply.
      There are no unpaid taxes in any material amount claimed to be due by the taxing
      authority of any jurisdiction, and the officers of the Company know of no basis
      for any such claim.

     

    
      	 	
              IV.

            	
              CERTAIN
                COVENANTS AND
                ACKNOWLEDGMENTS

            


    

     

    A. Filings.
      The
      Company shall make all necessary Commission Filings and “blue sky” filings
      required to be made by the Company in connection with the sale of the Securities
      to Holder as required by all applicable laws, and shall provide a copy thereof
      to Holder promptly after such filing.

     

    B. Reporting
      Status.
      So long
      as Holder beneficially owns any of the Securities, the Company shall timely
      file
      all reports required to be filed by it with the Commission pursuant to Section
      13 or 15(d) of the Exchange Act.

     

    C. Listing.
      Except
      to the extent the Company lists its Common Stock on The New York Stock Exchange,
      The American Stock Exchange or The Nasdaq Stock Market, the Company shall use
      its best efforts to maintain its listing of the Common Stock on OTCBB. If the
      Common Stock is delisted from OTCBB, the Company will use its best efforts
      to
      list the Common Stock on the most liquid national securities exchange or
      quotation system that the Common Stock is qualified to be listed
      on.

     

    D. Reserved
      Conversion Common Stock.
      The
      Company at all times from and after the date hereof shall have such number
      of
      shares of Common Stock duly and validly authorized and reserved for issuance
      as
      shall be sufficient for the conversion in full of the Debenture and the exercise
      of the Warrant.

    
      
         

        
          
            	
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    E. Information.
      Each of
      the parties hereto acknowledges and agrees that Holder shall not be provided
      with, nor be given access to, any material non-public information relating
      to
      the Company.

     

    F. Accounting
      and Reserves.
      The
      Company shall maintain a standard and uniform system of accounting and shall
      keep proper books and records and accounts in which full, true, and correct
      entries shall be made of its transactions, all in accordance with GAAP applied
      on consistent basis through all periods, and shall set aside on such books
      for
      each fiscal year all such reserves for depreciation, obsolescence, amortization,
      bad debts and other purposes in connection with its operations as are required
      by such principles so applied.

     

    G. Transactions
      with Affiliates.
      So long
      as the Debenture is outstanding, neither the Company nor any of its Subsidiaries
      shall, directly or indirectly, enter into any material transaction or agreement
      with any stockholder, officer, director or Affiliate of the Company or family
      member of any officer, director or Affiliate of the Company, unless the
      transaction or agreement is (i) reviewed and approved by a majority of
      Disinterested Directors (as such term is hereinafter defined) and (ii) on
      terms no less favorable to the Company or the applicable Subsidiary than those
      obtainable from a nonaffiliated person. A “Subsidiary”
      means
      any entity of which securities or other ownership interests having ordinary
      voting power to elect a majority of the board of directors or other persons
      performing similar functions are owned directly or indirectly by the Company.
      A
“Disinterested
      Director”
shall
      mean a director of the Company who is not and has not been an officer or
      employee of the Company and who is not a member of the family of, controlled
      by
      or under common control with, any such officer or employee.

     

    H. Certain
      Restrictions.
      So long
      as the Debenture is outstanding, no dividends shall be declared or paid or
      set
      apart for payment nor shall any other distribution be declared or made upon
      any
      capital stock of the Company, nor shall any capital stock of the Company be
      redeemed, purchased or otherwise acquired (other than a redemption, purchase
      or
      other acquisition of shares of Common Stock made for purposes of an employee
      incentive or benefit plan (including a stock option plan) of the Company or
      pursuant to any of the security agreements listed on Schedule
      III.H)
      for any
      consideration by the Company, directly or indirectly, nor shall any moneys
      be
      paid to or made available for a sinking fund for the redemption of any Common
      Stock.

     

    I. Short
      Selling.  So
      long
      as the Debenture is outstanding, Holder agrees and covenants on its behalf
      and
      on behalf of its affiliates that neither Holder nor its affiliates shall at
      any
      time engage in any short sales with respect to the Company’s Common Stock, or
      sell put options or similar instruments with respect to the Company’s Common
      Stock. The parties acknowledge that Holder shall be entitled to sell the Common
      Stock from each Debenture conversion immediately upon submission of the
      applicable Debenture Conversion Notice, and payment of the purchase price,
      to
      the Company for such Common Stock.

    
      
         

        
          
            	
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              V.

            	
              ISSUANCE
                OF COMMON STOCK 

            


    

     

    A. The
      Company undertakes and agrees that no instruction other than the instructions
      referred to in this Article V and customary stop transfer instructions prior
      to
      the registration and sale of the Common Stock pursuant to an effective
      Securities Act registration statement shall be given to its transfer agent
      for
      the Conversion Shares and the Warrant Shares and that the Conversion Shares
      and
      the Warrant Shares shall otherwise be freely transferable on the books and
      records of the Company as and to the extent provided in this Agreement and
      applicable law. Nothing contained in this Section V.A. shall affect in any
      way
      Holder’s obligations and agreement to comply with all applicable securities laws
      upon resale of such Common Stock. 

     

    B. Holder
      shall have the right to convert the Debenture and exercise the Warrant by
      telecopying an executed and completed Conversion Notice (as such term is defined
      in the Debenture) or Warrant Notice of Exercise (as such term is defined in
      the
      Warrant) to the Company. Each date on which a Conversion Notice or Warrant
      Notice of Exercise is telecopied to and received by the Company in accordance
      with the provisions hereof shall be deemed a Conversion Date (as such term
      is
      defined in the Debenture). The Company shall cause the transfer agent to
      transmit the certificates evidencing the Common Stock issuable upon conversion
      of the Debenture (together with a new debenture, if any, representing the
      principal amount of the Debenture not being so converted) or exercise of the
      Warrant (together with a new Warrant, if any, representing the amount of the
      Warrant not being so exercised) to Holder via express courier, or if a
      Registration Statement covering the Common Stock has been declared effective
      by
      the SEC by electronic transfer, within two (2) business days after receipt
      by
      the Company of the Conversion Notice or Warrant Notice of Exercise, as
      applicable (the “Delivery
      Date”).

     

    C. Upon
      the
      conversion of the Debenture or exercise of the Warrant or respective part
      thereof, the Company shall, at its own cost and expense, take all necessary
      action (including the issuance of an opinion of counsel) to assure that the
      Company's transfer agent shall issue stock certificates in the name of Holder
      (or its nominee) or such other persons as designated by Holder and in such
      denominations to be specified at conversion representing the number of shares
      of
      common stock issuable upon such conversion or exercise. The Company warrants
      that the Conversion Shares and Warrant Shares will be unlegended, free-trading,
      and freely transferable, and will not contain a legend restricting the resale
      or
      transferability of the Company Common Stock provided the Conversion Shares
      and
      Warrant Shares, as applicable, are being sold pursuant to an effective
      registration statement covering the Common Stock to be sold or is otherwise
      exempt from registration when sold. 

     

    D. The
      Company understands that a delay in the delivery of the Common Stock in the
      form
      required pursuant to this section, or the Mandatory Redemption Amount described
      in Section E hereof, beyond the Delivery Date or Mandatory Redemption Payment
      Date (as hereinafter defined) could result in economic loss to the Holder.
      As
      compensation to the Holder for such loss, the Company agrees to pay late
      payments to the Holder for late issuance of Common Stock in the form required
      pursuant to Section E hereof upon Conversion of the Debenture or late payment
      of
      the Mandatory Redemption Amount, in the amount of $100 per business day after
      the Delivery Date or Mandatory Redemption Payment Date, as the case may be,
      for
      each $10,000 of Debenture principal amount being converted or redeemed. The
      Company shall pay any payments incurred under this Section in immediately
      available funds upon demand. Furthermore, in addition to any other remedies
      which may be available to the Holder, in the event that the Company fails for
      any reason to effect delivery of the Common Stock by the Delivery Date or make
      payment by the Mandatory Redemption Payment Date, the Holder will be entitled
      to
      revoke all or part of the relevant Notice of Conversion or rescind all or part
      of the notice of Mandatory Redemption by delivery of a notice to such effect
      to
      the Company whereupon the Company and the Holder shall each be restored to
      their
      respective positions immediately prior to the delivery of such notice, except
      that late payment charges described above shall be payable through the date
      notice of revocation or rescission is given to the Company. 

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    E. Mandatory
      Redemption.
      In the
      event the Company is prohibited from issuing Common Stock, or fails to timely
      deliver Common Stock on a Delivery Date, or upon the occurrence of an Event
      of
      Default (as defined in the Debenture) or for any reason other than pursuant
      to
      the limitations set forth herein, or upon the occurrence of an Event of Default
      as defined in the Debenture, then at the Holder's election, the Company must
      pay
      to the Holder ten (10) business days after request by the Holder or on the
      Delivery Date (if requested by the Holder) a sum of money determined by
      multiplying up to the outstanding principal amount of the Debenture designated
      by the Holder by 150%, together with accrued but unpaid interest thereon
      ("Mandatory Redemption Payment"). The Mandatory Redemption Payment must be
      received by the Holder on the same date as the Company Common Stock otherwise
      deliverable or within ten (10) business days after request, whichever is sooner
      ("Mandatory
      Redemption Payment Date").
      Upon
      receipt of the Mandatory Redemption Payment, the corresponding Debenture
      principal and interest will be deemed paid and no longer outstanding.


     

    F.  Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      deliver to the Holder such Common Stock issuable upon conversion of a Debenture
      or exercise of a Warrant by the Delivery Date and if ten (10) days after the
      Delivery Date the Holder purchases (in an open market transaction or otherwise)
      shares of Common Stock to deliver in satisfaction of a sale by the Holder of
      the
      Common Stock which the Holder anticipated receiving upon such conversion (a
      "Buy-In"),
      then
      the Company shall pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (A) the Holder's
      total purchase price (including brokerage commissions, if any) for the shares
      of
      Common Stock so purchased exceeds (B) the aggregate principal and/or interest
      amount of the Debenture or Warrant for which such conversion or exercise was
      not
      timely honored, together with interest thereon at a rate of 15% per annum,
      accruing until such amount and any accrued interest thereon is paid in full
      (which amount shall be paid as liquidated damages and not as a penalty). For
      example, if the Holder purchases shares of Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to an attempted conversion
      of
      $10,000 of Debenture principal and/or interest or the exercise of $10,000 of
      Warrant Shares, the Company shall be required to pay the Holder $1,000, plus
      interest. The Holder shall provide the Company written notice indicating the
      amounts payable to the Holder in respect of the Buy-In. 

     

    G. The
      Securities shall be delivered by the Company to the Holder pursuant to Section
      I.B. hereof on a “delivery-against-payment basis” at the Closing.

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	 	
              VI.

            	CLOSING
              DATE


    

     

    The
      Closing shall occur by the delivery: (i) to the Holder of the documents
      evidencing the Debenture and all other Documents, and (ii) to the Company the
      Purchase Price. 

     

    
      	 	
              VII.

            	
              CONDITIONS
                TO THE COMPANY’S
                OBLIGATIONS

            


    

     

    Holder
      understands that the Company’s obligation to sell the Debenture on the Closing
      Date to Holder pursuant to this Agreement is conditioned upon:

     

    A. Delivery
      by Holder to the Company of the Purchase Price;

     

    B. The
      accuracy on the Closing Date of the representations and warranties of Holder
      contained in this Agreement as if made on the Closing Date (except for
      representations and warranties which, by their express terms, speak as of and
      relate to a specified date, in which case such accuracy shall be measured as
      of
      such specified date) and the performance by Holder in all material respects
      on
      or before the Closing Date of all covenants and agreements of Holder required
      to
      be performed by it pursuant to this Agreement on or before the Closing Date;
      and

     

    C. There
      shall not be in effect any law or order, ruling, judgment or writ of any court
      or public or governmental authority restraining, enjoining or otherwise
      prohibiting any of the transactions contemplated by this Agreement.

     

    
      	 	
              VIII.

            	
              CONDITIONS
                TO HOLDER’S OBLIGATIONS

            


    

     

    The
      Company understands that Holder’s obligation to purchase the Securities on the
      Closing Date pursuant to this Agreement is conditioned upon:

     

    A. Delivery
      by the Company of the Debenture and the Warrant (I/N/O Holder or I/N/O Holder’s
      nominee);

     

    B. The
      accuracy on the Closing Date of the representations and warranties of the
      Company contained in this Agreement as if made on the Closing Date (except
      for
      representations and warranties which, by their express terms, speak as of and
      relate to a specified date, in which case such accuracy shall be measured as
      of
      such specified date) and the performance by the Company in all respects on
      or
      before the Closing Date of all covenants and agreements of the Company required
      to be performed by it pursuant to this Agreement on or before the Closing Date,
      all of which shall be confirmed to Holder by delivery of the certificate of
      the
      chief executive officer of the Company to that effect;

     

    C. The
      Company shall have delivered to the Holder a certificate of the Company executed
      by an officer of the Company, dated as of the Closing, certifying
      the resolutions adopted by the Company’s board of directors authorizing the
      execution of the Documents, the issuance of the Securities, and the transactions
      contemplated hereby, and copies of any required third party consents, approvals
      and filings required in connection with the consummation of the transactions
      contemplated by this Agreement;

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    D. There
      not
      having occurred (i) any general suspension of trading in, or limitation on
      prices listed for, the Common Stock on the OTCBB/Pink Sheet, (ii) the
      declaration of a banking moratorium or any suspension of payments in respect
      of
      banks in the United States, (iii) the commencement of a war, armed hostilities
      or other international or national calamity directly or indirectly involving
      the
      United States or any of its territories, protectorates or possessions or
      (iv) in the case of the foregoing existing at the date of this Agreement, a
      material acceleration or worsening thereof;

     

    E. There
      not
      having occurred any event or development, and there being in existence no
      condition, having or which reasonably and foreseeably could have a Material
      Adverse Effect;

     

    F. There
      shall not be in effect any law, order, ruling, judgment or writ of any court
      or
      public or governmental authority restraining, enjoining or otherwise prohibiting
      any of the transactions contemplated by this Agreement;

     

    F. The
      Company shall have obtained all consents, approvals or waivers from governmental
      authorities and third persons necessary for the execution, delivery and
      performance of the Documents and the transactions contemplated thereby, all
      without material cost to the Company;

     

    G. Holder
      shall have received such additional documents, certificates, payment,
      assignments, transfers and other deliveries as it or its legal counsel may
      reasonably request and as are customary to effect a closing of the matters
      herein contemplated;

     

    H. Delivery
      by the Company of an enforceability opinion with respect to this Agreement
      and
      the transactions contemplated hereunder from its outside counsel in form and
      substance satisfactory to Holder.

     

    I. Delivery
      by the Company of a valid waiver of any preemptive rights held by the
      individuals and/or parties listed on Schedule III.A.3. hereto in form and
      substance satisfactory to Holder.

     

    
      	 	
              IX.

            	
              SURVIVAL;
                INDEMNIFICATION

            


    

     

    A. The
      representations, warranties and covenants made by each of the Company and Holder
      in this Agreement, the annexes, schedules and exhibits hereto and in each
      instrument, agreement and certificate entered into and delivered by them
      pursuant to this Agreement shall survive the Closing and the consummation of
      the
      transactions contemplated hereby. In the event of a breach or violation of
      any
      of such representations, warranties or covenants, the party to whom such
      representations, warranties or covenants have been made shall have all rights
      and remedies for such breach or violation available to it under the provisions
      of this Agreement or otherwise, whether at law or in equity, irrespective of
      any
      investigation made by or on behalf of such party on or prior to the Closing
      Date.

     

    B. The
      Company hereby agrees to indemnify and hold harmless Holder, its affiliates
      and
      their respective officers, directors, partners and members (collectively, the
      “Holder
      Indemnitees”)
      from
      and against any and all losses, claims, damages, judgments, penalties,
      liabilities and deficiencies (collectively, “Losses”)
      and
      agrees to reimburse Holder Indemnitees for all reasonable out-of-pocket expenses
      (including the reasonable fees and expenses of legal counsel), in each case
      promptly as incurred by Holder Indemnitees and to the extent arising out of
      or
      in connection with:

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    1. any
      misrepresentation, omission of fact or breach of any of the Company’s
      representations or warranties contained in this Agreement or the other
      Documents, or the annexes, schedules or exhibits hereto or thereto or any
      instrument, agreement or certificate entered into or delivered by the Company
      pursuant to this Agreement or the other Documents;

     

    2. any
      failure by the Company to perform any of its covenants, agreements, undertakings
      or obligations set forth in this Agreement or the other Documents or any
      instrument, certificate or agreement entered into or delivered by the Company
      pursuant to this Agreement or the other Documents; or

     

    3. the
      purchase of the Debenture, the conversion of the Debenture, the payment of
      interest on the Debenture, the issuance of the Warrant Shares, the consummation
      of the transactions contemplated by this Agreement and the other Documents,
      the
      use of any of the proceeds of the Purchase Price by the Company, the purchase
      or
      ownership of any or all of the Securities, the performance by the parties hereto
      of their respective obligations hereunder and under the Documents or any claim,
      litigation, investigation, proceedings or governmental action relating to any
      of
      the foregoing, whether or not Holder is a party thereto.

     

    C. Holder
      hereby agrees to indemnify and hold harmless the Company, its Affiliates and
      their respective officers, directors, partners and members (collectively, the
      “Company
      Indemnitees”)
      from
      and against any and all Losses, and agrees to reimburse the Company Indemnitees
      for all reasonable out-of-pocket expenses (including the reasonable fees and
      expenses of legal counsel), in each case promptly as incurred by the Company
      Indemnitees and to the extent arising out of or in connection with:

     

    1. any
      misrepresentation, omission of fact or breach of any of Holder’s representations
      or warranties contained in this Agreement or the other Documents, or the
      annexes, schedules or exhibits hereto or thereto or any instrument, agreement
      or
      certificate entered into or delivered by Holder pursuant to this Agreement
      or
      the other Documents; or

     

    2. any
      failure by Holder to perform in any material respect any of its covenants,
      agreements, undertakings or obligations set forth in this Agreement or the
      other
      Documents or any instrument, certificate or agreement entered into or delivered
      by Holder pursuant to this Agreement or the other Documents.

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    D. Promptly
      after receipt by either party hereto seeking indemnification pursuant to this
      Article VIII (an “Indemnified
      Party”)
      of
      written notice of any investigation, claim, proceeding or other action in
      respect of which indemnification is being sought (each, a “Claim”),
      the
      Indemnified Party promptly shall notify the party against whom indemnification
      pursuant to this Article VIII is being sought (the “Indemnifying
      Party”)
      of the
      commencement thereof, but the omission so to notify the Indemnifying Party
      shall
      not relieve it from any liability that it otherwise may have to the Indemnified
      Party except to the extent that the Indemnifying Party is materially prejudiced
      and forfeits substantive rights or defenses by reason of such failure. In
      connection with any Claim as to which both the Indemnifying Party and the
      Indemnified Party are parties, the Indemnifying Party shall be entitled to
      assume the defense thereof. Notwithstanding the assumption of the defense of
      any
      Claim by the Indemnifying Party, the Indemnified Party shall have the right
      to
      employ separate legal counsel and to participate in the defense of such Claim,
      and the Indemnifying Party shall bear the reasonable fees, out-of-pocket costs
      and expenses of such separate legal counsel to the Indemnified Party if (and
      only if): (x) the Indemnifying Party shall have agreed to pay such fees,
      out-of-pocket costs and expenses, (y) the Indemnified Party and the
      Indemnifying Party reasonably shall have concluded that representation of the
      Indemnified Party and the Indemnifying Party by the same legal counsel would
      not
      be appropriate due to actual or, as reasonably determined by legal counsel
      to
      the Indemnified Party, potentially differing interests between such parties
      in
      the conduct of the defense of such Claim, or if there may be legal defenses
      available to the Indemnified Party that are in addition to or disparate from
      those available to the Indemnifying Party or (z) the Indemnifying Party
      shall have failed to employ legal counsel reasonably satisfactory to the
      Indemnified Party within a reasonable period of time after notice of the
      commencement of such Claim. If the Indemnified Party employs separate legal
      counsel in circumstances other than as described in clauses (x), (y) or (z)
      above, the fees, costs and expenses of such legal counsel shall be borne
      exclusively by the Indemnified Party. Except as provided above, the Indemnifying
      Party shall not, in connection with any Claim in the same jurisdiction, be
      liable for the fees and expenses of more than one firm of legal counsel for
      the
      Indemnified Party (together with appropriate local counsel). The Indemnifying
      Party shall not, without the prior written consent of the Indemnified Party
      (which consent shall not unreasonably be withheld), settle or compromise any
      Claim or consent to the entry of any judgment that does not include an
      unconditional release of the Indemnified Party from all liabilities with respect
      to such Claim or judgment.

     

    E. In
      the
      event one party hereunder should have a claim for indemnification that does
      not
      involve a claim or demand being asserted by a third party, the Indemnified
      Party
      promptly shall deliver notice of such claim to the Indemnifying Party. If the
      Indemnified Party disputes the claim, such dispute shall be resolved by mutual
      agreement of the Indemnified Party and the Indemnifying Party or by binding
      arbitration conducted in accordance with the procedures and rules of the
      American Arbitration Association. Judgment upon any award rendered by any
      arbitrators may be entered in any court having competent jurisdiction
      thereof.

     

    
      	 	
              X.

            	
              GOVERNING
                LAW

            


    

     

    This
      Agreement shall be governed by and interpreted in accordance with the laws
      of
      the State of California, without regard to the conflicts of law principles
      of
      such state.

     

    
      	 	
              XI.

            	
              SUBMISSION
                TO JURISDICTION

            


    

     

    Each
      of
      the parties hereto consents to the exclusive jurisdiction of the federal courts
      whose districts encompass any part of the City of San Diego or the state courts
      of the State of California sitting in the City of San Diego in connection with
      any dispute arising under this Agreement and the other Documents. Each party
      hereto hereby irrevocably and unconditionally waives, to the fullest extent
      it
      may effectively do so, any defense of an inconvenient forum or improper venue
      to
      the maintenance of such action or proceeding in any such court and any right
      of
      jurisdiction on account of its place of residence or domicile. Each party hereto
      irrevocably and unconditionally consents to the service of any and all process
      in any such action or proceeding in such courts by the mailing of copies of
      such
      process by registered or certified mail (return receipt requested), postage
      prepaid, at its address specified in Article XVII. Each party hereto agrees
      that
      a final judgment in any such action or proceeding shall be conclusive and may
      be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law.

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
      	 	
              XII.

            	
              WAIVER
                OF JURY TRIAL

            


    

     

    TO
      THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO HEREBY
      KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RESPECTIVE RIGHTS TO A
      JURY
      TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS
      AGREEMENT OR ANY OTHER DOCUMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
      SUBJECT MATTER OF THIS AGREEMENT AND OTHER DOCUMENTS. EACH PARTY HERETO (i)
      CERTIFIES THAT NEITHER OF THEIR RESPECTIVE REPRESENTATIVES, AGENTS OR ATTORNEYS
      HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE
      EVENT
      OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES
      THAT
      IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE
      MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.

     

    
      	 	
              XIII.

            	
              COUNTERPARTS;
                EXECUTION

            


    

     

    This
      Agreement may be executed in counterparts, each of which when so executed and
      delivered shall be an original, but both of which counterparts shall together
      constitute one and the same instrument. A facsimile transmission of this signed
      Agreement shall be legal and binding on both parties hereto.

     

    
      	 	
              XIV.

            	
              HEADINGS

            


    

     

    The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    
      	 	
              XV.

            	
              SEVERABILITY

            


    

     

    In
      the
      event any one or more of the provisions contained in this Agreement or in the
      other Documents should be held invalid, illegal or unenforceable in any respect,
      the validity, legality and enforceability of the remaining provisions contained
      herein or therein shall not in any way be affected or impaired thereby. The
      parties shall endeavor in good-faith negotiations to replace the invalid,
      illegal or unenforceable provisions with valid provisions, the economic effect
      of which comes as close as possible to that of the invalid, illegal or
      unenforceable provisions.

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    
      	 	
              XVI.

            	
              ENTIRE
                AGREEMENT; REMEDIES, AMENDMENTS AND
                WAIVERS

            


    

     

    This
      Agreement and the Documents constitute the entire agreement between the parties
      hereto pertaining to the subject matter hereof and supersede all prior
      agreements, understandings, negotiations and discussions, whether oral or
      written, of such parties. No supplement, modification or waiver of this
      Agreement shall be binding unless executed in writing by both parties. No waiver
      of any of the provisions of this Agreement shall be deemed or shall constitute
      a
      waiver of any other provision hereof (whether or not similar), nor shall such
      waiver constitute a continuing waiver unless otherwise expressly
      provided.

     

    
      	 	
              XVII.

            	
              NOTICES

            


    

     

    Except
      as
      may be otherwise provided herein, any notice or other communication or delivery
      required or permitted hereunder shall be in writing and shall be delivered
      personally, or sent by telecopier machine or by a nationally recognized
      overnight courier service, and shall be deemed given when so delivered
      personally, or by telecopier machine or overnight courier service as
      follows:

     

    
      	
            	A.	
              If
                to the Company, to:

            


    

     

    MultiCell
      Technologies, Inc.

    701
      George Washington Highway

    Lincoln,
      Rhode Island 02865

    Telephone:   
      401-333-0610

    Facsimile:      
      401-333-0659

    


     

    
      	
            	B.	
              If
                to Holder, to:

            


    

     

    La
      Jolla
      Cove Investors, Inc.

    7817
      Herschel Avenue, Suite 200

    La
      Jolla,
      California 92037

    Telephone:  
      858-551-8789

    Facsimile:     
      858-551-8779

     

    The
      Company or Holder may change the foregoing address by notice given pursuant
      to
      this Article XVII.

     

    
      	 	
              XVIII.

            	
              CONFIDENTIALITY

            


    

     

    Each
      of
      the Company and Holder agrees to keep confidential and not to disclose to or
      use
      for the benefit of any third party the terms of this Agreement or any other
      information which at any time is communicated by the other party as being
      confidential without the prior written approval of the other party; provide,
      however, that this provision shall not apply to information which, at the time
      of disclosure, is already part of the public domain (except by breach of this
      Agreement) and information which is required to be disclosed by law (including,
      without limitation, pursuant to Item 601(b)(10) of Regulation S-K under the
      Securities Act and the Exchange Act).

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    
      	 	
              XIX.

            	
              ASSIGNMENT

            


    

     

    This
      Agreement shall not be assignable by either of the parties hereto.

    


    


    IN
      WITNESS WHEREOF, the parties hereto have duly caused this Agreement to be
      executed and delivered on the date first above written.

    


    


    
      	MultiCell Technologies, Inc.	La Jolla Cove Investors, Inc.
	 	 
	 	 
	By: /s/Stephen
              MW Chang	By: /s/T.W.
              Huff
	 	 
	Title: President
              & CEO	Title: Portfolio
              Manager


    

     

       
      
        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III.A.1

     

    Option
      And Other Agreements To Purchase Shares Of Common Stock

     

    


     

    
      
         

        
          
            	
                    ___________________

                    Initials

                  	 	
                     ____________________

                    Initials

                  


          

        

      

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    



     

    SCHEDULE
      III.A.3

     

    PREEMPTIVE
      RIGHTS

     

    RIGHT
      OF
      FIRST REFUSAL

     

    
      	1.	
              MAG
                Capital

            


    

     

    
      	2.	
              Asset
                Management International

            


    

     

     

    

      
         

        
          
            	
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    SCHEDULE
      III.L.

     

    REGISTRATION
      RIGHTS

     

    MAG
      CAPITAL

     

    ASSET
      MANAGERS INTERNATIONAL

     

    FUSION
      CAPITAL

     

    WARRANT
      HOLDERS AS LISTED IN SCHEDULE III.A.1

     

    


     

    
      
         

        
          
            	
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    SCHEDULE
      III.H.

     

    SECURITY
      AGREEMENTS

     

    


     

    NONE

     

    
      
         

        
          
            	
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