SUPPORTING DOCUMENT 5
            CITO RESEARCH PARTNERSHIPS PROGRAM 
            COLLABORATIVE
            RESEARCH AGREEMENT



This Agreement is made this day of, 2002 (the "Effective Date")

|BETWEEN: | Communications and Information Technology Ontario
        (hereinafter referred to as "CITO");           
|-------- | ---------------------------------------------------------------------------------------------------------
|         |                                                                                                          
|AND:     | Micromem Technologies Inc. (hereinafter referred to as the "Business
Partner");                          
|         |                                                                                                          
|AND:     | The Governing Council of the University of Toronto
        (hereinafter referred to as the "University");
|         |                                                                                                          
|AND:     | Dr. Harry Ruda (hereinafter referred to as "Project Leader"),                                            
|         |                                                                                                          
|         | collectively, the "Parties"                                                                              

In accordance with the terms of the University Collaboration
Agreement (the "UCA"), CITO is pleased to provide $308,000 to the University for
the support of the research project being led by the Project Leader entitled
"High Density Magnetic Memory Device Development" (the "Project") for the period
of April 1, 2003 to March 31, 2005. An additional contribution will also made by
the Business Partner in the amount of $$92,000 in cash and $97,600
in-kind. These amounts are to be applied to the Project expenses as set out
in the project proposal, proposal revisions, and project budget authorization
found in Schedule A attached hereto.

|1.  | "Intellectual Property" shall mean any technology,
  invention, formula, method, development, computer software (including source
  code and all related documentation), process, know how, pattern, machine,
  device manufacture, composition of material, compilation of information, data,
  database or any improvement thereof, and including all related rights such as
  patents, copyrights, trade secrets, trade-marks and other proprietary rights,
  which was reduced to practice using funds provided under this Agreement.
  Intellectual Property will be owned by the University and/or Project Leader in
  accordance with the University's intellectual property policy, subject to the
  rights and interests of the Business Partner as set forth in this Agreement.                                                                                                                                                                                                                                                                                       
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|2.  | In any event, the University shall retain a
  non-exclusive, royalty-free, worldwide, perpetual license to use Intellectual
  Property for its research, teaching and administrative purposes, subject to
  the rights and interests of the Business Partner as set forth in this
  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.  | No rights or licenses are granted by the Parties to the others in any
background intellectual property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.  | Provided that the Business Partner is in compliance with
  the provisions of this Agreement, the Business Partner shall also have the
  right to a fully paid, non-commercial, royalty-free, perpetual license to
  make, use, copy, modify, and develop the Intellectual Property for internal
  research and development purposes. Provided that the Business Partner is in
  compliance with the provisions of this Agreement, the Business Partner shall
  have the option (for no additional consideration except Royalty payments as
  provided below) to an exclusive, world-wide and perpetual commercial license
  ("Commercial License") for the use of the Intellectual Property as set forth
  in section 8 below. The Business Partner may exercise such right within 6
  months of the completion of the Project by providing notice in writing to the
  other parties and the Commercial License shall be effective from such date on
  the terms set forth in this agreement.                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.  | The parties shall finalize and execute an agreement in writing for the
  Commercial License (the "CLA") within 60 days of such notice on the terms set
  forth in this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|6.  | Any future license rights and royalty obligations shall
  cease in the event that certain minimum sales and/or sub-licensing performance
  targets, to be negotiated and set forth in the CLA, are not reached over
  stipulated periods of time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7.  | An annual royalty (the "Royalty") shall be payable to CITO, on the
following terms:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8.  | Permitted uses of the Intellectual Property under the
  Commercial License shall consist of the use, development, design, manufacture,
  license, sub-license and sale of memory cells and data storage devices
  incorporating the Intellectual Property exclusively throughout the world.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|9.  | For further clarity, it is agreed that nothing in this
  Agreement nor any document or agreement referenced in this Agreement conveys
  any rights or interests in Micromem's Background Technology from Micromem
  and/or its affiliates to the other parties to this Agreement, and that
  Intellectual Property shall exclude Micromem's Background Technology. "Micromem's
  Background Technology" means any technology, invention, formula, method,
  development, computer software (including source code and all related
  documentation), process, know how, pattern, machine, device manufacture,
  composition of material, compilation of information, data, database or any
  improvement thereof, and including all related intellectual property rights
  such as patents, copyrights, trade secrets, trade-marks and other proprietary
  rights, which are, in whole or in part, conceived or reduced to practice by or
  on behalf of the Business Partner and/or its subsidiaries and affiliates
  without using funds provided by CITO under this agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10. | In the event that, within 90 days of completion of
  development of the Intellectual Property or any portion of the Intellectual
  Property that is patentable, CITO does not make an application for patent in
  respect of the same, Business Partner shall have the exclusive right to file
  patent applications in respect of the same in such jurisdictions as it deems
  necessary. The Project Leader and such other persons who are by law deemed to
  be inventors of the Intellectual Property shall be named as the inventor or
  inventors under any patent application in respect of the Intellectual
  Property. Upon request from one of Business Partner and CITO to the other, the
  other party shall certify forthwith in writing as to whether a patent
  application has been or will be made for a particular Intellectual Property or
  portion of the Intellectual Property in each jurisdiction named in the
  request.                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | If the option to enter into a Commercial License is exercised by the
  Business Partner, the terms of such a license agreement shall subject to the
  requirements set forth in this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | b.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | c.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|11. | This Agreement and the Schedules attached hereto
  constitute the entire agreement between the Parties. Changes to the terms and
  conditions of this Agreement and/or the Schedules require the written consent
  of all Parties. The provisions of the UCA, to the extent the same do not
  conflict with the provisions of this Agreement, shall apply to the Project and
  bind the Project Leader, the University and CITO in respect I thereof in
  accordance with its terms. In the event of a conflict between the provisions
  of the UCA and the provisions of this Agreement, the provisions of this
  Agreement shall prevail to the extent of such conflict.                                                                                                                                                                                                                                                                                                                                                                                                      

|                                                                                                                                                                                                                         |  |  | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | 
|* Material contained
    at this place in the document has been omitted pursuant to a request fcr
    confidential treatmnt and such material has been separately filed with the
    Securities and Exchange Commission.
|                                                                                                                                                                                                                        

|12. | The Parties may disclose confidential information one to
  the other to facilitate work under this Agreement. Such information
  ("Confidential Information") shall be so identified in writing at the time of
  its transmittal, or so reduced to writing within ten (10) days thereafter, and
  shall be safeguarded and not disclosed to third parties by the receiving
  party. Confidential Information shall not include information that: (a) is
  already known to the party to which it is disclosed; (b) is or becomes part of
  the public domain without breach of this Agreement; or, (c) is obtained from
  third parties which have no obligations to keep confidential to the parties to
  this Agreement. Confidential Information shall be retained in confidence,
  disclosed only to research participants on a need-to-know basis, and used only
  in connection with the Project. The recipient shall use the same degree of
  care as it uses to protect its own confidential information of a similar
  nature.                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13. | The Business Partner's cash contribution will be
  payable to CITO against invoices provided by CITO. The agreed to contribution
  of $92,000 will be billed to the Business Partner once this Agreement
  has been signed by all Parties according to the following schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|14. | The Project Leader agrees to inform the Parties, in
  writing with complete particulars, about Intellectual Property arising from
  the Project that may require legal protection before public disclosure. The
  Business Partner and CITO shall have 20 working days to respond to such
  written notification, based on their respective reviews of the results of the
  Project for potential business benefits or commercialization and to ensure
  that confidential information has not been included. The failure of CITO or
  the Business Partner to respond shall be deemed to be such party's approval of
  the disclosure. If CITO, or the Business Partner under the terms hereof,
  elects to file for protection of the Intellectual Property, the Project Leader
  will delay publication or disclosure for a period of sixty (60) days from the
  receipt of CITO or the Business Partner's written request. The Project Leader
  agrees that, if in doubt about the potential for legal protection, the Project
  Leader will consult the Business Partner, the University and CITO about the
  matter.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|15. | The Project Leader agrees to ensure that every University research
  participant in the Project shall execute and deliver to CITO an
  acknowledgement and acceptance of the terms of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|16. | Nothing in this Agreement constitutes a waiver of any moral rights
    of the Project Leader or other research participants in the Intellectual
    Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17. | The Parties make no expressed or implied warranties or
    representations about the commercial quality or fitness of the Intellectual
    Property for any particular purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|18. | The Parties are not and shall not be considered to be joint venturers,
  partners or agents of each other and neither of them shall have the power to
  bind or obligate the other except as set forth in this Agreement. The Parties
  mutually covenant and agree that neither shall they, in any way, incur any
  contractual or other obligation in the name of the other, nor shall they have
  liability for any debts incurred by the other.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|19. | This Agreement and all its rights and privileges hereunder may not
    be assigned by any party without the prior written consent of the others.
    This Agreement and everything herein contained shall inure to the benefit of
    and be binding upon each of the parties hereto and upon their respective
    successors and permitted assigns.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|20. |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

|                                             |                                            
|-------------------------------------------- | -------------------------------------------
|To CITO:                                     | To Business Partner:                       
|                                             |                                            
|36 Steacie Drive                             | Micromem Technologies Inc.                 
|Kanata, Ontario                              | 777 Bay Street, Suite 1910                 
|K2K-2A9                                      | Toronto, Ontario M5G-2E4                   
|Attn: Mr. Martin Croteau                     | Attn: Mr. Manoj Pundit                     
|Ph: 416-978-7204 Fax: 416-978-7207           | Ph: 416-364-6513 Fax: 416-360-4034         
|                                             |                                            
|To University:                               | To Project Leader:                         
|                                             |                                            
|University of Toronto                        | Dr. Harry Ruda                             
|Research Services                            | Energenius Chair in Advanced Nanotechnology
|27 King's College Circle                     | Dept. of Metallurgy & Materials Science    
|Toronto, Ontario M5S 1A1                     | University of Toronto                      
|Attn: Ms. Gillian Pearson, Contracts Officer | Wallberg Building, Room 3                  
|Ph: 416-978-6927                             | 184 College Street                         
|                                             | Toronto, Ontario M5S-1A4                   
|                                             | Ph: 416-946-3913 Fax: 416-978-4155         

|    |  |                                                                                                            
|--- |  | -----------------------------------------------------------------------------------------------------------
|21. |  | This Agreement shall be governed by and construed in accordance of
    the laws of the Province of Ontario.

Accepted and agreed by:

|CITO                                                     |  | Business Partner - Micromem Technologies Inc.
|-------------------------------------------------------- |  | ---------------------------------------------
|                                                         |  |                                              
|(signed)                                                 |  | (signed)                                     
|Name: Dr. Darin P.W. Graham                              |  | Name: Joseph Fuda                            
|Title: President and CEO                                 |  | Title: CEO                                   
|CITO - Communications and Information Technology Ontario |  | Date: December 10/02                         
|                                                         |  |                                              
|University - University of Toronto                       |  | Project Leader                               
|                                                         |  |                                              
|(signed)                                                 |  | (signed)                                     
|Name: Peter B. Munsche                                   |  | Name: H. E. RVDA                             
|Title: Assistant Vice-President                          |  | Title: Prof.                                 
|Technology Transfer                                      |  | Date: December 10/02                         
|Date: December 12, 2002                                  |  |                                              

Research Participants

I, having read the Agreement, hereby agree to act in accordance with all the
terms and conditions herein.



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|Name:
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|Name:
    Date: |  | Name:
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SCHEDULE A
Enclosed in this Schedule A are the following:
  l. A copy of the original research proposal for the specific research
  project entitled "High Density Magnetic Memory Device Development" (excluding
  the "personal data" portion of the proposal);
    2. A copy Dr. Harry Ruda's revised yearly research budgets for the
    Project-one budget for CITO's contribution, and one budget for the Business
    Partner's contribution;
  3. A copy of the Revised milestones for the Project against which it will
  be evaluated; and