##### 



EXHIBIT 4.9
 EMPLOYMENT AGREEMENT
 THIS AGREEMENT th
 B E T W E E N:
 CYNTHIA KUPER   Employee
 OF THE FIRST PART;
  MICROMEM TECHNOLOGIES INC.   Corporation
 OF THE SECOND PART;
 NOW THEREFORE THIS AGREEMENT WITNESSES
 1.
    
    Engagement of Employee
 A Services
 2.
    
    Term
 Commencement Date Expiration Date




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3.
    
    Service
   4.
    
    Termination
 (a)
    
    Termination of Agreement by Corporation without Cause
  (b)
    
    Termination of Agreement
  (i)
    
    the Employee being unable to perform the Employees functions
hereunder for a period of thirty (30) days by reason of physical incapacity,
mental disease or affliction or the death of the Employee; provided that where
such physical incapacity is due to pregnancy, the Corporation may not terminate
this Agreement without notice but the Corporation may suspend the Employees
services as may be permitted under applicable laws until the Employee is able
to resume employment hereunder;(ii)
    
    the engaging by the Employee in any act that is injurious to
the Corporation, monetarily or otherwise, in a material way;(iii)
    
    the engaging by the Employee in any criminal act or dishonesty
resulting or intended to result directly or indirectly in personal gain of the
Employee at the Corporations expense;
 2




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##### 



(iv)
    
    the engaging by the Employee in any act whereby the Employee
makes any personal profit arising out of or in connection with a transaction to
which the Corporation is a party or with which it is associated without making
disclosure to and obtaining the prior written consent of the Corporation other
than as a result of dealing in shares held by the Employee in compliance with
applicable laws;(v)
    
    the Employee breaching any of the terms or conditions of this
Agreement;(vi)
    
    the Employee becoming insolvent or being unable to pay the
Employees debts as they generally become due;(vii)
    
    the Employee making an assignment for the benefit of his
creditors or being petitioned into bankruptcy; or(viii)
    
    such other events as shall be recognized by law for this purpose.
 (c)
    
    Termination by Employee
  5.
    
    Results of Termination
  6.
    
    Compensation, Benefits and Expenses
 (a)
    
    Salary
  3




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##### 



(b)
    
    Options
 (i)
    
    Subject to and conditional upon the receipt of directors and
requisite regulatory approvals (the Required Approvals), the Corporation
confirms that, effective January 28, 2005, the Employee has been granted
300,000 options (the Options) each Option entitling the Employee to purchase
one common share of the Corporation at an exercise price (US)$0.80.(ii)
    
    Immediately upon the grant of options to the Employee as
provided for in sub-paragraph (i) above, the Employee shall enter into an
option agreement, substantially in the form of the option agreement annexed
hereto as Schedule D (the Options Agreement). The Employee acknowledges
and covenants that upon any exercise of the options granted pursuant to
sub-paragraph (i) above to purchase common shares of the Corporation, the
Employee shall comply with any applicable securities legislation, order or
policy statements concerning the sale of the said common shares and, in
particular, the Employee shall not offer, resell or otherwise transfer such
common shares in Canada, the United States or elsewhere except in compliance
with applicable securities laws and the requirements of any stock exchange, or
such other exchange upon which the common shares of the Corporation may become
listed from time to time, and the certificates for the said common shares shall
bear the following legend:The securities represented hereby have not been registered under the United
States Securities Act of 1933, as amended (the U.S. Securities Act) and
may be offered, sold or otherwise transferred only (a) to the company, (b)
outside the United States in accordance with Rule 904 of Regulation S under
the U.S. Securities Act, (c) pursuant to an exemption from registration
under the U.S. Securities Act provided by Rule 144A thereunder, if
applicable, and in compliance with any applicable state laws, or (d) with
the prior written consent of the company, pursuant to another exemption from
registration under the U.S. Securities Act and any applicable state
securities laws. Delivery of this certificate may not constitute good
delivery in settlement of transactions or stock exchanges in Canada or the
United States.
 4




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##### 



(iii)
    
    For clarity, it is stated that the Employee shall have no
entitlement to exercise the Options or any shares thereunder until and unless
the Required Approvals have been granted and the Option Agreement has been
signed and delivered by the Employee.
 (c)
    
    Vacation
  (d)
    
    Expenses
  7.
    
    Confidential Information
 (a)
    
    The Employee acknowledges that in the course of her carrying out, performing
and fulfilling her responsibilities to the Corporation she will have access to and will
be entrusted with detailed confidential information which may include, without
limitation, data, intellectual property, financial information, shareholder lists,
agreements, correspondence and documentation to, from, and regarding investors and
prospective investors, auditors, legal counsel and professional advisors, joint
venture partners and prospective joint venture partners, of the Corporation and its
subsidiaries, brokers, vendors of properties of any kind, and copyrights, patents and
trade secrets, marketing and business plans, source codes, algorithms, hardware and
software designs, technology plans and designs, customer/client lists and information
of all kinds about the customers and clients of the Corporation, financial information,
and price lists concerning the business of the Corporation and the present and
contemplated products, techniques and other services evolved or used by the Corporation
(the Confidential Information) and that any disclosure of the Confidential
Information to the competitors of the Corporation or the general public would be highly
detrimental to the best interests of these parties. The Employee acknowledges and
agrees that the right to maintain the confidentiality of the Confidential Information
and the right to preserve the goodwill of the Corporation constitute proprietary rights
which the Corporation is entitled to protect. Accordingly, the Employee covenants and
agrees with the Corporation that, save with the consent of the Corporation, she will
not, during the term of her employment with the Corporation or for a period of five (5)
years after the termination of her
 5




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##### 



employment whether under this Agreement or a renewal hereof or under any other
agreement, disclose any of the Confidential Information to any person outside of the
Corporation nor shall she use the same for any purpose other than for the purposes
of the Corporation. The Employee shall deliver to the Corporation, upon termination
of his engagement hereunder, and upon request, all Confidential Information relating
to the business of the Corporation and all assets and properties of the Corporation
referenced therein, which she may then possess or have under his control. The
Employee may retain one archival copy of the Confidential Information. The Employee
agrees that all restrictions contained in this clause are reasonable and valid in
the circumstances and all defenses to the strict enforcement thereof by the
Corporation are hereby waived by the Employee.(b)
    
    Notwithstanding subparagraph (a) hereof, the Employee shall not be liable for
disclosure of the Confidential Information upon the occurrence of one or more of the
following events:
 i.
    
    the Confidential Information becoming generally known to the
public other than through a breach of this agreement;ii.
    
    the Confidential Information having come into the possession of
the Employee, after the termination of this agreement, from a third party or
parties, who is or are under no obligation to the Corporation to maintain the
confidentiality of such information, without breach of this agreement by the
Employee, as shown by documentation sufficient to establish the third party as
a source of the Confidential Information; andiii.
    
    The Employee being required to make disclosure of the
Confidential Information by operation of law.
 8.
    
    Non-Solicitation
  6




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##### 



9.
    
    Inventions
 Inventions
    B
 7




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##### 



10.
    
    Relationship
  11.
    
    Personal Information Form
 PIF C
  12.
    
    Validity of Covenants
  13.
    
    Injunctive Relief
  8




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##### 



14.
    
    Notice
  
   
    15.
    
    Governing Law
  16.
    
    Successors and Assigns
  9




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##### 



17.
    
    Severability.
  18.
    
    Entire Agreement; Amendment; Headings
  19.
    
    Independent Advice
  IN WITNESS WHEREOF
 SIGNED, SEALED AND DELIVERED
    
    
    )IN THE PRESENCE OF:
    
    
    )))))
    
    
    /s/ Cynthia KuperWitness
    
    
    )
    
    
    Cynthia Kuper))))
    
    
    MICROMEM TECHNOLOGIES INC.))))
    
    
    Per:
    
    /s/ Joseph Fuda)
    
    
    Name: Joseph Fuda)
    
    
    Title: President & Chief Executive Officer
 10




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##### 



SCHEDULE A
 (Duties and Responsibilities of Cynthia Kuper)




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##### 



SCHEDULE B
 Excluded Inventions




---



##### 



SCHEDULE C
 (TSX VENTURE LOGO)
 FORM 2A
PERSONAL INFORMATION FORM
  (a)
    
    is or becomes an officer, director or insider (as defined pursuant to securities
legislation) of an issuer listed on the Exchange (referred to as an Issuer);(b)
    
    is or will be a promoter or providing investor relations, promotion or market maintenance
services for the Issuer or to any of its securityholders;(c)
    
    beneficially owns or controls, directly or indirectly, securities representing more than 10
percent of the voting rights attached to all outstanding voting securities of the Issuer;(d)
    
    where a securityholder referred to in paragraph (c) is not an individual, any director,
officer or insider of that securityholder;(e)
    
    is an individual requested by the Exchange to complete a PIF; or(f)
    
    is an individual requested by a securities regulatory authority (referred to as an SRA),
as defined below, to complete a PIF.
 General Instructions On How To Complete This PIF:
 The Form
    
    The Exchange requires an originally completed PIF
and two photocopies of the original. No
facsimiles will be accepted. Each PIF must be
signed and initialled where necessary manually,
not mechanically or electronically. The SRA will
accept a copy of the PIF if an original was
submitted to the Exchange. Otherwise, the SRA
will require an originally completed PIF.In all cases, the Consent for Disclosure of
Criminal Record Information, which is attached as
Exhibit 1, must be completed.Foreign Residents
    
    Persons submitting a PIF who reside outside of Canada may be
required to complete and submit additional forms and information. Please
contact the Exchange and the SRA for further information.




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##### 



Disclosure
    
    Failure to fully disclose any information
required by this PIF or false or misleading
disclosures may result in the disqualification of
an individual from involvement with the Issuer
and/or other issuers.Processing Delays
    
    Failure to respond to all questions accurately and completely
may result in the return of the PIF, may delay the processing of the related
application of the Issuer and may result in the denial of the Issuers
application.All Questions
    
    All questions must have a response. The Exchange
and the SRA will not accept the response of N/A
or Not Applicable for any questions, except
Questions 1(B), 2B(iii) and 5.




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##### 



Questions 6 to 9
    
    Please check (Ö) in the appropriate space
provided. If your answer to any of questions 6
to 9 is YES, you must, in an attachment,
provide complete details, including the
circumstances, relevant dates, names of the
parties involved and final disposition, if known.
Any attachment must be initialled by the Notary
Public and the person completing this PIF.
Responses must consider all time periods.
 CAUTION
 Criminal ode imprisonment fourteen years
 DEFINITIONS
 Capitalized terms not defined herein are as defined in the TSX Venture Exchange Corporate
Finance Manual.
 Offence includes
 Criminal Code
 Income Tax Act Immigration
Act
  NOTE: If you have received a pardon under the Criminal Records Act (Canada) and
it has not been revoked, you must disclose the pardoned offence in this PIF. In such
circumstances:
 (a)
    
    the appropriate written response would be Yes, pardon granted on
(date), and(b)
    
    you must provide complete details in an attachment to this PIF.
 Proceedings




---



##### 



securities regulatory authority (or SRA)
 self regulatory organization
 (TSX VENTURE LOGO)
 1. A. IDENTIFICATION OF INDIVIDUAL COMPLETING FORM
 LAST NAME(S)
    
    FIRST NAME(S)
    
    
    MIDDLE NAME(S) (If none, please state)NAME(S) MOST COMMONLY KNOWN BY:NAME OF ISSUER (State the name of the Issuer that is listed or that has applied to list on the Exchange)
 PRESENT or PROPOSEDPOSITION(S) WITH THE ISSUER 
    
    
    
    
    
    IF DIRECTOR / OFFICERcheck (Ö) all positions below that are
    
    
    
    
    
    DISCLOSE THE DATE
    
    
    IF OFFICER  PROVIDE TITLEapplicable.
    
    
    
    
    
    ELECTED / APPOINTED
    
    
    IF OTHER  PROVIDE DETAILS(Ö)
    
    
    Month
    
    
    Day
    
    
    YearDirectorOfficerInsiderOther
 B.
    
    Other than the name given in Question 1A above,provide any legal names,assumed names or nicknames under which you have carried on business orhave otherwise been known, including information regarding any namechange(s) resulting from marriage, divorce, court order or any other process.Use an attachment if necessary.
    
    
    FROM
    
    
    
    TOMM
    
    YY
    

    
    
    MM
    
    
    YY




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##### 





C.GENDER
    
    DATE OF BIRTH
    
    
    PLACE OF BIRTHMonth(e.g. May)
    
    
    Day
    
    
    Year
    
    
    City
    
    
    Province/State
    
    
    CountryMaleFemale


D. MARITAL STATUS
    
    FULL NAME OF SPOUSE - include common-law
    
    OCCUPATION OF SPOUSEE. TELEPHONE AND FACSIMILE NUMBERS AND E-MAIL ADDRESSRESIDENTIAL
    
    (          )
    
    FACSIMILE
    
    (          )BUSINESS
    
    (          )
    
    E-MAIL


F.
    
    RESIDENTIAL HISTORY  Provide all residential addresses for the past 10 YEARS starting with your
current principal residential address. If you are unable to correctly identify the complete
residential address for a period, which is beyond five years from the date of completion of this PIF,
the municipality and province or state and country must be identified. The Exchange reserves the
right to require the full address.


STREET ADDRESS, CITY, PROVINCE/STATE, COUNTRY & POSTAL/ZIP CODE
    
    FROM
    
    
    

    TOMM
    
    YY

    
    
    
    MM
    
    
    YY CITIZENSHIP
 A. CANADIAN CITIZENSHIP
    
    YES
    
    
    NO(i) Are you a Canadian Citizen?(ii) Are you a person lawfully in Canada as an immigrant but are not yet a Canadian citizen?(iii) If Yes to Question 2A(ii), the number of years of continuous residence in Canada:
 B. OTHER CITIZENSHIP
    
    YES
    
    
    NO(i) Do you hold citizenship in any country other than Canada?(ii) If Yes to Question 2B(i), the name of the country(s):Please provide U.S. Social Security number, where you have such a number
 2




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##### 



EMPLOYMENT HISTORY
 10 YEARS
 EMPLOYER NAME
    
    EMPLOYER ADDRESS
    
    
    POSITION HELD
    
    
    FROM
    
    TOMM
    
    
    YY
    
    MM
    
    YY
 4.
    
    POSITIONS WITH OTHER ISSUERS
 YES
    NOA.
    
    While you were a director, officer or insider of an issuer, did any exchange or
self-regulatory organization ever refuse approval for listing or quotation of that issuer
(including a listing resulting from a Qualifying Transaction, Reverse Take Over,
Backdoor Listing or change of business)? If yes, attach full particulars.B.
    
    Has your employment in a sales, investment or advisory capacity with
any firm or company engaged in the sale of real estate, insurance or
mutual funds ever been terminated for cause?C.
    
    Has a firm or company registered under the securities laws of any
jurisdiction as a securities dealer, broker, investment advisor or
underwriter, suspended or terminated your employment for cause?D.
    
    Are you or have you during the last 10 years ever been a director,
officer, promoter, insider or control person for any reporting issuer?
 E.
    
    If YES to 4D above, provide the names of each reporting issuer. State the
position(s) held and the period(s) during which you held the position(s). Use
an attachment if necessary.
 NAME OF
    
    
    
    
    
    MARKET
    
    
    FROM
    
    TOREPORTING ISSUER
    
    POSITION(S) HELD
    
    
    TRADED ON
    
    
    MM
    
    
    YY
    
    
    MM
    
    
    YY
 5.
    
    EDUCATIONAL HISTORY
 A.
    
    PROFESSIONAL DESIGNATION(S)  Provide any professional designation held and
professional associations to which you belong. For example, Barrister & Solicitor, C.A.,
C.M.A., C.G.A., P.Eng., P.Geol., and CFA, etc. and indicate which organization and the
date the designations were granted.
 PROFESSIONAL DESIGNATION
    
    GRANTOR OF DESIGNATION
    
    
    DATE GRANTED
    
    
    ACTIVE?And MEMBERSHIP NUMBER
    
    And JURISDICTION
    
    
    MM
    
    
    DD
    
    
    YY
    
    
    YES
    
    
    NO




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##### 



B.
    
    Provide your post-secondary educational history starting with the most recent.
 SCHOOL
    
    LOCATION
    
    DEGREE OR DIPLOMA
    
    DATE OBTAINEDMM
    
    DD
    
    YY
 OFFENCES must
 YES
    
    NOA.
    
    Have you ever pled guilty to or been found guilty of an offence?B.
    
    Are you the subject of any current charge, indictment or proceeding for an offence?C.
    
    To the best of your knowledge, are you or have you everbeen a director, officer, promoter, insider, or control person of an issuer, in any jurisdiction, at the time of events,where the issuer:(i)
    
    has ever pled guilty to or been found guilty of an offence?(ii)
    
    is the subject of any current charge, indictment or proceeding for an offence?
 BANKRUPTCY  must
 YES
    
    NOA.
    
    Have you, in any jurisdiction, within the past10 yearshad a
petition in bankruptcy issued against you, made a voluntary assignment in
bankruptcy, made a proposal under any bankruptcy or insolvency legislation,
been subject to any proceeding, arrangement or compromise with creditors,
or had a receiver, receiver-manager or trustee appointed to manage your assets?B.
    
    Are you now an undischarged bankrupt?C.
    
    To the best of your knowledge, are you or have you ever been a director,
officer, promoter, insider, or control person of an issuer, in any jurisdiction, at
the time of events, or for a period of 12 months preceding the time of events, where
the issuer:(i)
    
    has made a petition in bankruptcy, a voluntary assignment in bankruptcy, a
proposal under any bankruptcy or insolvency legislation, been subject to any
proceeding, arrangement or compromise with creditors or had a receiver,
receiver-manager or trustee appointed to manage the issuers assets?(ii)
    
    is now an undischarged bankrupt?




---



##### 



8.
    
    PROCEEDINGS- If you answer YES to any item in Question 8, you must provide
complete details in an attachment.
 YES
    
    NOA.
    
    CURRENT PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY
ORGANIZATION. Are you now, in any jurisdiction, the subject of:(i)
    
    a notice of hearing or similar notice issued by an SRA?(ii)
    
    a proceeding or to your knowledge, under investigation, by an exchange
or other self regulatory organization?(iii)
    
    settlement discussions or negotiations for settlement of any nature or
kind whatsoever with an SRA or any self regulatory organization?
 YES
    
    NOB.
    
    PRIOR PROCEEDINGS BY SECURITIES REGULATORY AUTHORITY OR SELF REGULATORY
ORGANIZATION. Have you ever:(i)
    
    been reprimanded, suspended, fined, been the subject of an administrative
penalty, or otherwise been the subject of any disciplinary proceedings of any kind
whatsoever, in any jurisdiction, by an SRA or self regulatory organization?(ii)
    
    had a registration or licence for the trading of securities, exchange or
commodity futures contracts, real estate, insurance or mutual fund products
cancelled, refused, restricted or suspended?(iii)
    
    been prohibited or disqualified under securities, corporate or any other
legislation from acting as a director or officer of a reporting issuer?(iv)
    
    had a cease trading or similar order issued against your or an order issued
against you that denied you the right to use any statutory prospectus or registration
exemption?(v)
    
    had any other proceeding of any nature or kind taken against you?
 C.
    
    SETTLEMENT AGREEMENT(S)Have you ever entered into a settlement agreement with a SRA, self regulatory organization, attorney general or comparable official or body, in any jurisdiction, in a matter that involved actual or alleged fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary
duty, insider trading, unregistered trading in securities or exchange or commodity futures contracts, illegal distributions, failure to disclose material facts or changes or similar conduct, or any other settlement agreement with respect to any other violation of securities legislation or
 D.
    
    To the best of your knowledge, are you now or have you ever been a director, officer,
promoter, insider, or control person of an
issuer at the time of such event, in any
jurisdiction, for which a securities regulatory
authority or self regulatory organization has:(i)
    
    refused, restricted, suspended or cancelled the registration or licensing of an issuer
to tradesecurities, exchange or commodity futures contracts, or to sell or trade real
estate, insurance or mutual fund products?




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##### 



(ii)
    
    issued a cease trade or similar order or imposed an administrative penalty of any nature or kind
whatsoever against the issuer, other than an order for failure to file financial statements that was
revoked within 30 days of its issuance?(iii)
    
    refused a receipt for a prospectus or other offering document, denied any application for
listing or quotation or any other similar application, or issued an order that denied the issuer the
right to use any statutory prospectus or registration exemptions?(iv)
    
    issued a notice of hearing, notice as to a proceeding or similar notice against the issuer?(v)
    
    taken any other proceeding of any nature or kind against the issuer, including a trading halt,
suspension or delisting of the issuer (other than in the normal course for proper dissemination of
information, pursuant to a Reverse Take-Over, Backdoor Listing or similar transaction)?(vi)
    
    entered into a settlement agreement with the issuer in a matter that involved actual or alleged
fraud, theft, deceit, misrepresentation, conspiracy, breach of trust, breach of fiduciary duty,
insider trading, unregistered trading in securities or exchange or commodity futures contracts,
illegal distributions, failure to disclose material facts or changes or similar conduct by the
issuer, or involved in any other violation of securities legislation or a self regulatory
organizations rules?
 9. CIVIL PROCEEDINGS must
 YES
    
    NOA.     JUDGMENT,
GARNISHMENT AND INJUNCTIONS Has a court in any jurisdiction:(i)
    
    rendered a judgment, ordered garnishment or issued an
injunction or similar ban (whether by consent or otherwise)
against you in a claim based in whole or in part on fraud, theft,
deceit, misrepresentation, conspiracy, breach of trust, breach of
fiduciary duty, insider trading, unregistered trading, illegal
distributions, failure to disclose material facts or changes or
allegations of similar conduct?(ii)
    
    rendered a judgment, ordered garnishment or issued an
injunction or similar ban (whether by consent or otherwise)
against an issuer, for which you are currently or have ever been
a director, officer, promoter, insider or control person, in a
claim based in whole or in part on fraud, theft, deceit,
misrepresentation, conspiracy, breach of trust, breach of
fiduciary duty, insider trading, unregistered trading, illegal
distributions, failure to disclose material facts or changes or
allegations of similar conduct?B.     CURRENT CLAIMS(i)
    
    Are you now subject, in
any jurisdiction, of a claim
that is based in whole or in
part on actual or alleged
fraud, theft, deceit,
misrepresentation,
conspiracy, breach of trust,
breach of fiduciary duty,
insider trading, unregistered
trading, illegal
distributions, failure to
disclose material facts or
changes or allegations of
similar conduct?(ii)
    
    To the best of your
knowledge, are you currently
or have you ever been a
director, officer, promoter,
insider or control person of
an issuer now subject, in any
jurisdiction, of a claim that
is based in whole or in part
on actual or alleged fraud,
theft, deceit,
misrepresentation,
conspiracy, breach of trust,
breach of fiduciary duty,
insider trading, unregistered
trading, illegal
distributions, failure to
disclose material facts or
changes or allegations of
similar conduct?




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##### 



C.     SETTLEMENT AGREEMENT(i)
    
    Have you ever entered into a
settlement agreement, in any
jurisdiction, in a civil action
that involved actual or alleged
fraud, theft, deceit,
misrepresentation, conspiracy,
breach of trust, breach of
fiduciary duty, insider trading,
unregistered trading, illegal
distributions, failure to disclose
material facts or changes or
allegations of similar conduct?(ii)
    
    To the best of your knowledge,
are you currently or have you ever
been a director, officer, promoter,
insider or control person of an issuer that has entered into a
settlement agreement, in any
jurisdiction, in a civil action
that involved actual or alleged
fraud, theft, deceit,
misrepresentation, conspiracy,
breach of trust, breach of
fiduciary duty, insider trading,
unregistered trading, illegal
distributions, failure to disclose
material facts or changes or
allegations of similar conduct?
 STATUTORY DECLARATION




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##### 



Canada Evidence
Act.
 Signature of Person Completing this Form
 
 thi
    
    
    
    day
    
    
    
    
    .(Province or State)
    
    
    
    (Day)
    
    
    
    (Month)
    
    
    
    
    
    (Year)
 Signature of Notary Public
    
    
    
    Seal or Stamp of Notary Public
 My AppointmentExpires:
 
  NOTARY PUBLIC




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##### 



PURPOSE:
 Surname
    
    
    Given Name
    
    
    Middle Name(s)
    
    
    Date of Birthyyyy
    
    
    Mm
    
    
    DdMaiden Name or Other Names used (if applicable)(all legal names in lifetime)
    
    
    
    
    GenderMaleFemaleCurrent Mailing Address (number, street, apt, lot, concession, township, rural route #, city, postal code)Drivers License NumberOccupation
 CONSENT
  FINGERPRINT VERIFICATION
  RELEASE
  Subject Signature:
    
    
    
    Date:
 INFORMATION CONTACT FOR QUESTIONS PERTAINING TO THE COMPLETION OF EXHIBIT 1:Name: James Manderville
    
    
    
    PHONE#: 416-646-7233Organization: Market Regulation Services Inc.
    
    
    
    FAX#: 416-646-7259




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##### 



EXHIBIT 2: PIF PERSONAL INFORMATION COLLECTION POLICY
 
 Collection, Use and Disclosure
  to
to
    
    conduct background checks,
verify the information that has been provided about you,to
    
    consider your suitability to act as an officer, director, insider, promoter, investor
relations provider or, as applicable, an employee or consultant, of an entity applying to
be an Issuer or an Issuer,to
    
    consider the eligibility of an applicant to be an Issuer,to
    
    detect and prevent fraud,to
    
    conduct enforcement proceedings, andto
    
    perform other investigations as required by and to ensure compliance with the Exchange
Requirements, securities legislation and other legal and regulatory requirements governing
the conduct and protection of the public markets in Canada.
     Security




---



##### 



Accuracy
  Questions




---



##### 



Warning
 Questions




---



##### 



Option Agreement




---



##### 



MICROMEM TECHNOLOGIES INC.
 2001 STOCK OPTION PLAN
 OPTION AGREEMENT
 MICROMEM TECHNOLOGIES INC. CYNTHIA KUPER 300,000 (US)$0.80
 1.
    
    The terms and conditions of the Plan are hereby incorporated by reference as terms and
conditions of this Agreement and all capitalized terms used herein shall, unless expressly
defined in a different manner, have the meanings ascribed thereto in the Plan.
 2.
    
    In no event shall the Option granted hereunder be exercisable after the relevant expiry time
(Expiry Time) which shall be 11:59:59 P.M. on the forty-fifth (45th) day, or with
the consent of the Corporations board of directors (expressed by resolution of the directors)
on the ninetieth (90th) day, after January 9, 2007 or earlier as defined in the
Plan. The Option shall terminate on the Expiry Time and thereafter the Optionee shall have no
right or entitlement to purchase shares of the Corporation hereunder.3.
    
    The Option granted hereunder shall vest and it shall only be exercisable as follows:
 i.
    
    the Option may be exercised as to the right to purchase 300,000 Common Shares,
upon the later of the execution of this agreement and the receipt of the approvals of
the Corporations directors and those required by the appropriate regulatory
authorities;
 4.
    
    No fractional Common Shares shall be issued on the exercise of the Option granted hereunder.
If, as a result of any adjustment to the number of Common Shares issuable on the exercise of
the Option granted hereunder pursuant to the Plan, the Optionee would be entitled to receive a
fractional Common Share, the Optionee shall have the right to acquire only the adjusted number
of full Common Shares and no payment or other adjustment will be made with respect to the
fractional Common Shares so disregarded.
 5.
    
    Each notice relating to the Option, including the exercise thereof, shall be in writing. All
notices to the Corporation shall be delivered personally or by prepaid registered mail and
shall be addressed to the President, Micromem Technologies Inc., 777 Bay Street, Suite 1910,
Toronto, Ontario, M5G-2E4. All notices to the Optionee shall be addressed to the principal
address of the Optionee on file with the Corporation. Either the Corporation or the Optionee
may designate a different address by written notice to the other. Such notices shall be
deemed to be received, if delivered personally, on the date of delivery, and if sent by
prepaid, registered mail, on the fifth business day following the date of mailing. Any notice
given by either the Optionee or the Corporation shall not be binding on the recipient thereof
until received.




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6.
    
    When the issuance of Common Shares on the exercise of the Option may, in the opinion of the
Corporation, conflict or be inconsistent with any applicable law or regulation of any
governmental agency having jurisdiction, the Corporation reserves the right to refuse to issue
such Common Shares for so long as such conflict or inconsistency remains outstanding.
 7.
    
    Subject to sections 5, 6 and 10 of the Plan, the Option granted pursuant to this Agreement
may only be exercised during the existence of the Optionee by the Optionee and no assignment
or transfer of the Option whether voluntary, involuntary, by operation of law or otherwise,
shall vest any interest or right in such Option whatsoever in any assignee or transferee, and
immediately upon any assignment or transfer or any attempt to make the same, the Option
granted hereunder shall terminate and be of no further force or effect.8.
    
    The Optionee hereby agrees that:
 (a)
    
    any rule, regulation or determination, including the interpretation by the
board of the directors of the Corporation of the Plan, the Option granted hereunder and
the exercise thereof, shall be final and conclusive for all purposes and binding on all
persons including the Corporation and the Optionee; and(b)
    
    the grant of the Option shall not affect in any way the right of the
corporation or any affiliated company to terminate the employment of the Optionee.
 9.
    
    The Optionee further agrees and covenants that:
 (a)
    
    in exercising the Option, the Optionee shall be purchasing the Common Shares
resulting from such exercise as principal for the Optionees own account, and not for
the benefit of any other person; and(b)
    
    following any exercise of the Option, the Optionee shall comply with any
applicable securities legislation, order or policy statements concerning the sale of
the Common Shares resulting from the exercise of the Option and, in particular, the
Optionee shall not offer, resell or otherwise transfer such Common Shares in Canada,
the United States or elsewhere except in compliance with applicable securities laws and
the requirements of any stock exchange on which the Corporations Common Shares may
become listed from time to time and the certificates for the said Common Shares shall
bear the following legend:The securities represented hereby have not been registered under the United States
Securities Act of 1933, as amended (the U.S. Securities Act) and may be offered,
sold or otherwise transferred only (a) to the company, (b) outside the United States
in accordance with Rule 904 of Regulation S under the U.S. Securities Act, (c)
pursuant to an exemption from registration under the U.S. Securities Act provided by
Rule 144A thereunder, if applicable, and in compliance with any applicable state
laws, or (d) with the
 2




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prior written consent of the company, pursuant to another exemption from
registration under the U.S. Securities Act and any applicable state securities laws.
Delivery of this certificate may not constitute good delivery in settlement of
transactions or stock exchanges in Canada or the United States.
 10.
    
    This Agreement has been made in and shall be construed under and in accordance with the laws
of the province of Ontario and the laws of Canada applicable therein.
 MICROMEM TECHNOLOGIES INC.
  
  Date Accepted
    
    Cynthia Kuper
 3




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APPENDIX A
 MICROMEM TECHNOLOGIES INC.
 STOCK OPTION PLAN
 EXERCISE NOTICE FORM  OPTIONS
 Cynthia Kuper   Micromem
Technologies Inc.
 Date
    
    CYNTHIA KUPER