DEBENTURE
      PURCHASE AGREEMENT

     

    This
      Debenture Purchase Agreement dated as of February 28, 2007 (the “Agreement”)
      is
      made by and between MultiCell Technologies, Inc., a Delaware corporation, with
      executive offices located at 701 George Washington Highway, Lincoln, Rhode
      Island 02865 (the “Company”),
      and
      La Jolla Cove Investors, Inc. (the “Holder”)
      with
      executive offices located at 7817 Herschel Avenue, Suite 200 La Jolla,
      California 92037. 

     

    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 $1,000,000 (the “Debenture”);
      and

     

    WHEREAS,
      upon the terms and subject to the conditions set forth in the Debenture, the
      Debenture is convertible 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
      $1,000,000 (the “Purchase
      Price”),
      payable in accordance with the schedule set forth below. 

     

    Simultaneously
      with the execution of this Agreement, Holder shall pay $250,000 of the Purchase
      Price (the “Initial
      Purchase Price”)
      by
      wire transfer of immediately available funds to the Company, with the date
      of
      such payment referred to herein as the “Closing Date.” Simultaneously with the
      execution of this Agreement, the Company shall deliver the Convertible Debenture
      to the Holder (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),
      and shall deliver to the Escrow Agent sufficient number of Conversion Shares
      calculated as set forth below equal in value to the Initial Purchase Price.
      

    


    Upon
      notification and verification that the Registration Statement (as defined in
      the
      73⁄4% Convertible Debenture) for the Conversion Shares filed with the Securities
      and Exchange Commission (the “Commission”)
      has
      been deemed effective by the Commission (such date, the “Effective
      Date”):
      

    
       

      
        
          
            
              	
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    (i) the
      Holder shall transfer the remainder of the Purchase Price to the Escrow Agent,
      Thereafter, the Escrow Agent shall transfer to the Company the remainder of
      the
      Purchase Price according to the following schedule regardless of whether the
      Holder issues a Conversion Notice (as defined in the Debenture) to Company:
      $187,500 three (3) days after the Effective Date, $187,500 thirty (30) days
      after the Effective Date, and $375,000 sixty (60) days after the Effective
      Date.
      Notwithstanding the foregoing, the following are conditions precedent, waivable
      only with the prior written consent of the Holder, to any transfer by the Holder
      to the Escrow Agent, or by the Escrow Agent to the Company of the remaining
      Purchase Price funds according to the schedule set forth above: (a) the value
      of
      the Conversion Shares that are registered and free trading under the
      Registration Statement filed with the Commission and that are held by the Escrow
      Agent and not yet transferred to the Holder must at all times be equal to at
      least two times (2x) the remaining Purchase Price (provided that the value
      of
      such registered Conversion Shares held by the Escrow Agent shall be calculated
      by multiplying the number of Conversion Shares under the Registration Statement
      that are held by the Escrow Agent by the Volume Weighted Average Price (as
      defined in the Debenture) for the five Trading Days (as defined in the
      Debenture) prior to the date that any portion of the remaining Purchase Price
      funds are to be transferred to the Escrow Agent or the Company, as applicable),
      and (b) the Company shall have honored any Conversion Notices submitted by
      Holder up to and including the date of such scheduled transfer of funds to
      the
      Company.

     

    (ii) the
      Company shall transfer to the Escrow Agent that number of Conversion Shares
      set
      forth under the Registration Statement filed with the Commission. 

     

    (iii) the
      Holder shall convert a minimum of at least 25% of the face value of the
      Debenture per calendar month into Common Shares of the Company. In the event
      Holder does not convert at least 25% of the Debenture in any particular calendar
      month into Common Stock, the Company shall pay interest thereon to Holder
      according to the terms and conditions set forth in the Debenture. If Holder
      converts more than 25% of the face value of the Debenture in any calendar month,
      the excess over 25% shall be credited against the next month’s minimum
      conversion amount. Upon receipt of Conversion Notices by the Company and Escrow
      Agent, the Escrow Agent shall release that number of shares of Common Stock
      held
      in escrow to the Holder equal to the dollar value of the outstanding amount
      of
      the Purchase Price to be converted into Common Stock, as set forth in the
      Conversion Notice, divided by the Conversion Price (as defined in the
      Debenture). 

     

    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, 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.

     

    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.

    
       

      
        
          
            
              	
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    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. The
      Holder understands that except as provided in the Registration Rights Agreement:
      (i) the Debenture has not been and is not being registered under the Securities
      Act or any state securities laws, and may not be offered for sale, sold,
      assigned or transferred unless (A) subsequently registered thereunder, or (B)
      such Holder shall have delivered to the Company an opinion of counsel, in a
      generally acceptable form, to the effect that such securities to be sold,
      assigned or transferred may be sold, assigned or transferred pursuant to an
      exemption from such registration requirements; (ii) any sale of the Debenture
      made in reliance on Rule 144 under the Securities Act (or a successor rule
      thereto) (“Rule 144”) may be made only in accordance with the terms of Rule 144
      and further, if Rule 144 is not applicable, any resale of such securities under
      circumstances in which the seller (or the person through whom the sale is made)
      may be deemed to be an underwriter (as that term is defined in the Securities
      Act) may require compliance with some other exemption under the Securities
      Act
      or the rules and regulations of the SEC thereunder; and (iii) neither the
      Company nor any other person is under any obligation to register the Debenture
      under the Securities Act or any state securities laws or to comply with the
      terms and conditions of any exemption thereunder.

     

    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
      Conversion Shares upon which it is stamped, if, unless otherwise required by
      state securities laws, (i) in connection with a sale transaction, provided
      the
      Conversion Shares 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 Conversion Shares may be made without
      registration under the Securities Act. 

    
       

      
        
          
            
              	
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    The
      Holder understands that no United States federal or state agency or any other
      government or governmental agency has passed on or made any recommendation
      or
      endorsement of the Debenture or the Conversion Shares, or the fairness or
      suitability of the investment in the Debenture or the Conversion Shares, nor
      have such authorities passed upon or endorsed the merits of the offering of
      the
      Debentures or the Conversion Shares. 

     

    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.

     

    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 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 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.

    
       

      
        
          
            
              	
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    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.

     

    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 (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. The Company
      understands and acknowledges the potentially dilutive effect on the Common
      Stock
      of the issuance of the Conversion Shares. The Company further acknowledges
      that
      its obligation to issue Conversion Shares upon conversion of the Debenture
      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 Registration Rights Agreement dated as of even
      date
      herewith between the Company and Holder; and (iii) the
      Debenture.

    
       

      
        
          
            
              	
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    E. Validity
      of Issuance of the Securities.
      The
      Debenture and the Conversion Shares, upon their issuance in accordance with
      the
      Debenture, 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).

     

    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 date of filing, (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).

    
       

      
        
          
            
              	
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    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.

     

    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, 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 (as such term is defined in Rule 12b-2 under the Securities Exchange
      Act of 1934, as amended) 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 and the Conversion 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.

     

    L. Registration
      Rights.
      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.

    
       

      
        
          
            
              	
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    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.

     

    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 commercially reasonable 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 commercially reasonable 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.

     

    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 “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.

    
       

      
        
          
            
              	
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    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)
      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 or the shares of the Company’s common stock
      pledged as collateral to Holder in connection with the Debenture by certain
      shareholders of the Company are subject to such pledge, Holder agrees and
      covenants on its behalf and on behalf of its affiliates and agents that neither
      Holder nor its affiliates and agents 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.
      

     

    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 that such Conversion Shares shall otherwise be freely
      transferable on the books and records of the Company as and to the extent
      provided in this Agreement, the Registration Rights 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 by telecopying an executed and
      completed Conversion Notice (as such term is defined in the Debenture) to the
      Company. Each date on which a Conversion Notice 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) 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 (the “Delivery
      Date”).

    
      
        
           

          
            
              	
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    C. Upon
      the
      conversion of the Debenture or 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. Provided the Conversion Shares are being sold pursuant to an
      effective registration statement, or are otherwise exempt from registration
      under the Securities Act when sold, the Company warrants that the Conversion
      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. 

     

    D. The
      Company understands that a delay in the delivery of the Common Stock in the
      form
      required pursuant to this section, or the Redemption Amount described in Section
      E hereof, beyond the Delivery Date or 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 Redemption Amount,
      in
      the amount of $100 per business day after the Delivery Date or 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 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 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. 

     

    E. Redemption. 

     

    1. In
      the
      event the Registration Statement for the Conversion Shares has not been deemed
      effective by the Commission within ninety (90) days from the date the last
      of
      the parties hereto signs this Agreement or the closing price for shares of
      the
      Company’s Common Stock is less than $0.16 prior to the Effective Date, the
      Holder shall have the right to sell the shares listed in Exhibit A of the Stock
      Pledge Agreement according to the terms and conditions set forth therein. In
      the
      event the Holder sells the shares listed in Exhibit A of the Stock Pledge
      Agreement, the Company and the Holder agree: 

     

    (A) the
      Initial Purchase Price and any accrued interest thereon shall be considered
      by
      the parties to have been fully repaid to the Holder by the Company;

    
       

      
        
           

          
            
              	
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    (B) all
      Conversion Shares to be issued in connection with the conversion of the Initial
      Purchase Price (the “Initial
      Purchase Price Conversion Shares”)
      deposited with the Escrow Agent shall be returned to the Company;
      and,

     

    (C) there
      shall be no further liquidated damages or any other such penalties applied
      by
      the Holder with respect to Initial Purchase Price Conversion
      Shares.

     

    2. Following
      the Effective Date, in the event the Company 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
      130%, together with accrued but unpaid interest thereon ("Redemption Payment").
      

     

    3. Any
      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 ("Redemption Payment Date"). Upon receipt
      of
      the 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
      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 for which such conversion 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, 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 each delivery date set
      forth in Section I.B hereof.

     

    
      
        
          
            	
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    VI. CLOSING
      DATE

     

    The
      closing (“Closing”)
      shall
      occur upon the Closing Date by the delivery: (i) to the Holder of the
      certificate evidencing the Debenture and all other Agreements, and (ii) to
      the
      Company the Initial 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 Initial 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 pursuant
      to this Agreement is conditioned upon:

     

    A. Delivery
      by the Company of the Debenture and the other Agreements (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. 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, or (ii) the
      declaration of a banking moratorium or any suspension of payments in respect
      of
      banks in the United States;

     

    D. 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;

    
       

      
        
          
            
              	
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    E. 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 and the status of the securities pledged
      under the Stock Pledge Agreement from Company’s 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 out-of-pocket expenses (including
      the 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:

     

    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;

    
       

      
        
          
            
              	
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    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 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 out-of-pocket expenses (including the 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.

     

    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.

    
       

      
        
          
            
              	
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    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.

    
       

      
        
          
            
              	
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    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.

     

    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.

    
       

      
        
          
            
              	
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    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:

     

    If
      to the
      Company, to:

    MultiCell
      Technologies, Inc.

    701
      George Washington Highway

    Lincoln,
      Rhode Island 02865

    Telephone:
      401-333-0610

    Facsimile:
      401-333-0659

    


     

    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).

     

    XIX. ASSIGNMENT

     

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

    
      
         

        
          
            	
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    SIGNATURE
      PAGE

    


    


     

    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

                    


            

          

        

      

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        



    

    SCHEDULE
      III.A.1.

     

    OPTIONS
      AND AGREEMENTS TO PURCHASE COMMON STOCK

     

    


     

    

       

       

      
        
           

          
            
              	
                      ___________________

                      Initials

                    	 	
                       ____________________

                      Initials

                    


            

          

        

      

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III.A.3.

     

    PREEMPTIVE
      RIGHTS

     

    


     

    


     

    RIGHT
      OF
      FIRST REFUSAL: 

     

    
      	1.  	
              MAG
                Capital

            


    

     

    
      	2.  	
              Asset
                Management International

            


    

     

    


    


       

      
        
           

          
            
              	
                      ___________________

                      Initials

                    	 	
                       ____________________

                      Initials

                    


            

          

        

      

    

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      III

     

    EXCEPTIONS

     

    


     

    NONE.

     

    


     

    
       

      
        
           

          
            
              	
                      ___________________

                      Initials

                    	 	
                       ____________________

                      Initials

                    


            

          

        

      

    

    
      
        
        

      

      
        21