STOCK
      PLEDGE AGREEMENT

    


    This
      Stock Pledge Agreement is entered into as of February 28, 2007, by and between
      the individuals listed on Exhibit A (“Pledgors”) and La Jolla Cove Investors,
      Inc. (“Pledgee”).

    


    WHEREAS,
      MultiCell Technologies, Inc. (“MultiCell” or the “Company”) and Pledgee are
      parties to those certain Debenture Purchase Agreement, Registration Rights
      Agreement and 73⁄4% Convertible Debenture, each dated February 28, 2007
      (collectively the “Agreements”) pursuant to which MultiCell, Inc. has, among
      other things, sold a 73⁄4% Convertible Debenture (the “Debenture”) to Pledgee;
      and

    


    WHEREAS,
      in order to induce the Pledgee to enter into the Agreements, purchase the
      Debenture, and advance Multicell $250,000 prior to an effective Registration
      Statement (as defined in the 73⁄4% Convertible Debenture), the Pledgors are
      entering into this Stock Pledge Agreement to provide collateral security for
      a
      portion of MultiCell’s obligations under the Agreements.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein, in consideration of Pledgee entering into the Agreements, and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

    


    
      	 	
              1.

            	
              Pledge

            


    

     

    To
      secure
      the due and punctual payment and performance of MultiCell’s obligations under
      the Agreements only with respect to the repayment any accrued and unpaid
      interest thereon of the initial $250,000 advanced to the Company by the Pledgee
      prior to an effective Registration Statement for the transaction contemplated
      in
      the Agreements, Pledgors hereby pledge, hypothecate, assign, transfer and
      deliver unto the Pledgee, and hereby grants to the Pledgee a security interest
      in the following:

    


    
      	 	
              a.

            	
              2,527,638
                shares of Multicell Common Stock listed in Exhibit A attached hereto
                (the
                “Pledged Securities”) and the certificates representing or evidencing the
                Pledged Securities, and all cash, securities, interest, dividends,
                rights
                and other property at any time and from time to time received, receivable
                or otherwise distributed in respect of or in exchange for any or
                all of
                the Pledged Securities;

            


    

    


    
      	 	
              b.

            	
              all
                other property hereafter delivered to the Pledgee in substitution
                for or
                in addition to any of the foregoing, all certificates and instruments
                representing or evidencing such other property and all cash, securities,
                interest, dividends, rights and other property at any time and from
                time
                to time received, receivable or otherwise distributed in respect
                of or in
                exchange for any or all thereof;
                and

            


    

    


    
      	 	
              c.

            	
              all
                proceeds of all of the foregoing (all such Pledged Securities, additional
                shares, certificates, instruments, cash, securities, interest, dividends,
                rights and other property being collectively called the
                “Collateral”);

            


    

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    To
      have
      and to hold the Collateral, together with all rights, titles, interests,
      privileges and preferences appertaining or incident thereto, unto the Pledgee,
      its successors and assigns, subject, however, to the terms and conditions
      hereafter set forth.

    


    
      	 	
              2.

            	
              Representations
                and Warranties

            


    

    


    The
      Pledgors represent and warrant as follows:

    


    
      	 	
              a.

            	
              The
                Pledgors own all of the Pledged Securities, free and clear of any
                liens,
                encumbrance, charge or security interest of any nature whatsoever,
                other
                than the security interest granted
                hereunder.

            


    

    


    
      	 	
              b.

            	
              All
                shares of stock included in the Pledged Securities are duly authorized
                and
                validly issued, fully paid, non-assessable and subject to no options
                to
                purchase or similar rights of any person or entity. The Pledgors
                are not
                and will not become a party to or otherwise bound by any agreement,
                other
                than this Pledge Agreement, which restricts in any manner the rights
                of
                any present or future hold of any of the Pledged Securities with
                respect
                thereto.

            


    

    


    
      	 	
              c.

            	
              This
                Stock Pledge Agreement has been duly executed and delivered by the
                Pledgors and constitutes a valid and binding obligation of the Pledgors.
                Upon delivery of the Pledged Securities to the Pledgee hereunder,
                the
                Pledgee will have valid and perfected security interests in the Collateral
                subject to no prior lien. No registration, recordation or filing
                with any
                governmental body, agency or official is required in connection with
                the
                execution or delivery of this Stock Pledge Agreement, or necessary
                for the
                validity or enforceability hereof or for the perfection of the security
                interest granted herein. The execution, delivery performance and
                enforcement of this Stock Pledge Agreement do not and will not contravene,
                or constitute a default under any provision of applicable law or
                regulation or of any agreement, judgment, injunction, order decree
                or
                other instrument binding upon the Pledgors or result in the creation
                or
                imposition of any lien (other than the security interests granted
                herein)
                upon any asset of the Pledgors.

            


    

    


    
      	3.	
              Delivery
                of Pledged Securities

            


    

    


    All
      Pledged Securities delivered to the Pledgee by Pledgors pursuant hereto shall
      be
      in suitable form for transfer by delivery, or shall be accompanied by duly
      executed instruments of transfer or assignment in blank, with signatures
      appropriately guaranteed, and accompanied in each case by any required transfer
      tax stamps, all in form and substance reasonably satisfactory to
      Pledgee.

    


    
      	4.	
              Filing;
                Further Assurances

            


    

    


    The
      Pledgors will, at their expense and in such manner and form as the Pledgee
      may
      reasonably require, execute, deliver, file and record any financing statement,
      specific assignment or other paper and take any other action that may reasonably
      be necessary or desirable, or that the Pledgee may reasonably request, in order
      to create, preserve, perfect or validate any security interest or to enable
      the
      Pledgee to exercise and enforce its rights hereunder with respect to any of
      the
      Collateral. To the extent permitted by applicable law, the Pledgors hereby
      authorize the Pledgee to execute and file, in the name of the Pledgors or
      otherwise, Uniform Commercial Code financing statements which the Pledgee in
      its
      sole discretion may deem necessary or appropriate to further perfect the
      security interest granted herein.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
              5.

            	
              Default

            


    

     

    The
      occurrence of any of the following shall constitute a default
      hereunder:

    


    
      	 	
              a.

            	
              90
                days elapses from the date of this Stock Pledge Agreement without
                an
                effective Registration Statement (as defined in the
                Debenture);

            


    

    


    
      	 	
              b.

            	
              any
                representation or warranty of the Pledgors contained herein shall
                be
                untrue in any material respect; or

            


    

    


    
      	 	
              c.

            	
              the
                Pledged Securities trade at a price below
                $0.16.

            


    

    


    Upon
      the
      occurrence of a default, and when the Pledged Securities trade at a price of
      $0.40 or less, the Pledgee may exercise from time to time any rights and
      remedies available to it under the Uniform Commercial Code as in effect in
      California or otherwise available to it, including, but not limited to, sale,
      assignment or other disposal of the Pledged Securities in exchange for cash
      or
      credit. Any proceeds of any disposition of the Pledged Securities shall be
      applied first to the payment of the expenses of such sale or other realization,
      second to payment in full of all amounts owing under the Agreements with respect
      to repayment of the initial $250,000 advanced by Pledgee and any accrued and
      unpaid interest thereon, and finally, assuming sufficient funds remain after
      repayment of the initial $250,000 and accrued and unpaid interest thereon,
      80%
      of any surplus remaining from such proceeds shall be paid to the Pledgors within
      four (4) business days of the sale of all of the Pledged Securities. Pledgors
      hereby personally guarantee repayment of any shortfall resulting from the sale
      of the Pledged Securities and repayment of the initial $250,000 amount advanced
      by Pledgee under the Debenture, plus any accrued and unpaid interest
      thereon.

    


    
      	6.	
              Termination

            


    

    


    Upon
      the
      repayment by the Company or conversion into shares of Multicell’s Common Stock
      by Pledgee of the $250,000 and any accrued and unpaid interest thereon advanced
      to the Company by Pledgee under terms and conditions of the Agreements, this
      Stock Pledge Agreement shall terminate and all rights to the Collateral shall
      revert to the Pledgors. Upon any such termination, the Pledgee will, at
      Pledgors’ expense, execute and deliver to the Pledgors such documents as the
      Pledgors shall reasonably request to evidence such termination or the release
      of
      the Collateral.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              	
                    	
                      7.

                    	
                      Notices

                    


            

          

        

      

    

     

    All
      notices, requests, demands or other communications required or permitted
      hereunder shall be in writing and shall be delivered personally, or sent by
      facsimile machine or by a nationally recognized overnight courier service,
      and
      shall be deemed given when so delivered personally, or by facsimile machine
      or
      overnight courier service as follows:

    


    For
      Pledgors: 

    


    See
      Exhibit B attached hereto.

    


    For
      Pledgee:

    


    La
      Jolla
      Cove Investors, Inc.

    7817
      Herschel Avenue, Suite 200

    La
      Jolla,
      CA 92037

    Facsimile:
      858-551-8779

    


    
      	 	
              8.

            	
              General
                Provisions.
                

            


    

    


    a. Entire
      Agreement; Modifications; Waiver.
      This
      Stock Pledge Agreement constitutes the entire agreement between the parties
      pertaining to the subject matter contained in it, except for any other
      agreements referenced herein. This Stock Pledge Agreement supersedes all prior
      and contemporaneous agreements (other than those entered into in writing
      simultaneously with this Stock Pledge Agreement), representations, and
      understandings of the parties. No supplement, modification, or amendment of
      this
      Stock Pledge Agreement shall be binding unless executed in writing by all the
      parties. No waiver of any of the provisions of this Stock Pledge Agreement
      shall
      be deemed, or shall constitute, a waiver of any other provisions, whether or
      not
      similar, nor shall any waiver constitute a continuing waiver. No waiver shall
      be
      binding unless executed in writing by the party making the waiver.

     

    b. Counterparts.
      This
      Stock Pledge Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instruments. Facsimile execution shall be deemed
      originals.

     

    c. Severability.
      Each
      term, covenant, condition or provision of this Stock Pledge Agreement shall
      be
      viewed as separated and distinct, and in the event that any such term, covenant,
      condition or provision shall be held by a court of competent jurisdiction to
      be
      invalid, the remaining provisions shall continue in full force and
      effect.

     

    d. Necessary
      Acts.
      Each
      party to this Stock Pledge Agreement agrees to perform any further acts and
      execute and deliver any further documents that may be reasonably necessary
      to
      carry out the provisions of this Stock Pledge Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    e. Interest.
      At such
      time that money is either due to Pledgors or Pledgee, and if such amount is
      not
      paid within five business days, then that amount shall accrue interest at the
      rate of nine and three-quarters percent (9 3⁄4%) per annum.

     

    f. Attorneys’
      Fees.
      Should
      any party hereto employ an attorney for the purpose of enforcing or constituting
      this Stock Pledge Agreement, or any judgment based on this Stock Pledge
      Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy,
      arbitration, declaratory relief or other litigation, the prevailing party shall
      be entitled to receive from the other party or parties thereto reimbursement
      for
      all reasonable attorneys’ fees and all reasonable costs, including but not
      limited to service of process, filing fees, court and court reporter costs,
      investigative costs, expert witness fees, and the cost of any bonds, whether
      taxable or not, and that such reimbursement shall be included in any judgment
      or
      final order issued in that proceeding. The “prevailing party” means the party
      determined by the court to most nearly prevail and not necessarily the one
      in
      whose favor a judgment is rendered.

     

    g. Stop
      Transfer Order.
      In the
      event that any type of stop transfer order is given to the Company’s transfer
      agent regarding the Pledged Securities and, as a result thereof, Pledgee is
      unable to sell any portion of the Pledged Securities, the parties acknowledge
      that Pledgee will incur substantial damages as a result thereof, and Pledgors
      agrees to pay liquidated damages to Pledgee in the amount of $100,000, which
      shall be in addition to all other obligations of Pledgors
      hereunder.

    


    h. Time
      of Essence.
      Time is
      of the essence in the performance of all obligations under this Stock Pledge
      Agreement.

     

    i. Governing
      Law.
      The
      parties expressly agree that the laws of the State of California shall govern
      the validity, performance and enforcement of this Stock Pledge Agreement. Should
      either party institute legal suit or action for enforcement of any obligation
      contained herein, it is hereby agreed that the California courts shall have
      personal and in rem jurisdiction, and that venue of such suit or action shall
      be
      in the downtown branch of the courts of San Diego County,
      California.

     

    j. Jury
      Trial Waiver.
      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 Stock Pledge
      Agreement or any other document or any dealings between them relating to the
      subject matter of this Stock Pledge Agreement and other documents.

     

    
      
        
        

      

      
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    SIGNATURE
      PAGE

     

    IN
      WITNESS WHEREOF the parties have executed this Stock Pledge Agreement effective
      as of the day and year first above written. 

     

     

    
      	Pledgors:	La Jolla Cove Investors, Inc.:
	 	 
	 	 
	By: /s/Stephen
              MW Chang 	By: /s/T.W.
              Huff
	 	 
	By: /s/W.
              Gerald Newmin 	Its: Portfolio
              Manager


    

      

    By:
      /s/Lucille
      Gomes

    


    By:
      /s/Thomas
      Page

    


    By:
      /s/Ed
      Sigmond

    


    By:
      /s/Tony
      Altig

    


    By:
      /s/Candace
      Dyer

    


    By:
      /s/Frank
      Militello

    


    By:
      /s/Jin
      Liu

    


    By:
      /s/Henry
      Santangini

    


    By:
      /s/Barbara
      Corbett

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A
      TO STOCK PLEDGE AGREEMENT

    


    2,527,683
      registered shares of common stock of MultiCell Technologies, Inc. owned by
      the
      following Pledgors:

    


    
      	
              W.
                Gerald Newmin

            
	 
	
              Stephen
                Chang

            
	 
	
              Tom
                Page

            
	 
	
              Ed
                Sigmond

            
	 
	
              Frank
                Militello

            
	 
	
              Lucille
                Gomes

            
	 
	
              Jin
                Liu

            
	 
	
              Henry
                Santangini

            
	 
	
              Barbara
                Corbett

            
	 
	
              Candance
                Dyer

            
	 
	
              Tony
                Altig

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

       

    

    EXHIBIT
      B
      TO STOCK PLEDGE AGREEMENT

    


    Individual
      Signature Pages for Pledgors.

     

     

     

     

    
      
        
        

      

      
        8