Exhibit 9

This INFRASTRUCTURE AGREEMENT made in two original
counterparts effective the 1st day of November 2002 (the "Effective Date").

BETWEEN:

MICROMEM TECHNOLOGIES INC.

(hereinafter called "Micromem")

- and -

THE GOVERNING COUNCIL OF THE
UNIVERSITY OF TORONTO

(hereinafter called the
"University")

WHEREAS the University has expertise in the area of
magnetic material design and processing and intends to submit a proposal to the
Canada Foundation for Innovation (the "CFI Proposal") for infrastructure support
to facilitate its research in this area;

AND WHEREAS Micromem is engaged in the development
of magnetic memory technologies and has agreed to be the corporate partner named
in the CFI Proposal and to contribute towards the cost of the infrastructure;

Micromem and the University hereby agree as
follows:

|1.  | Magnetic Memory Facility.
    With the financial support to be provided by Micromem under this Agreement,
    the University will assemble a facility for the research and development and
    fabrication of magnetic memory ("MMF") as generally described in Appendix
    "A" attached hereto.                                                                                                                                                                                                 
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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|2.  | Principal Investigator. The
    investigator responsible for the arrangements involved in acquisition and
    installation of the MMF shall be Professor Harry E. Ruda, of the
    University's Department of Materials Science and Engineering (the "Principal
    Investigator").                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.  | Grant. Micromem hereby
    grants to the University the amount of $360,000 as a contribution towards
    the direct costs of the MMF. Within ninety days following the assembly of
    the MMF, the University will provide Micromem with a financial statement
    confirming the University's application of the grant funding under this
    Agreement.                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.  | Payment. The sum set out in
    Paragraph 3 above shall be paid by Micromem by cheque, payable to the
    University of Toronto, in installments, as follows:                                                                                                                                                                                                                                                                                                                                     
|    | $120,000 on execution of this
    Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | $120,000 at end of two months
    following the effective date                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    | $120,000 at end of four months
    following the effective date                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|5.  | Equipment. The University
    will own the MMF and any other equipment or material purchased by or
    provided to the University hereunder. The University will use the MMF, on a
    non-exclusive basis, for conducting magnetic memory research and development
    under existing and future collaboration arrangements between the University
    and Micromem, and additionally for other research and educational purposes
    as it may deem appropriate and necessary from time to time.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|6.  | Intellectual Property.
    Neither party shall acquire any right or license to any intellectual
    property now or hereafter owned or developed by the other party by virtue of
    this Agreement.                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|7.  | Limitation of Liability. The
    University shall not be liable for any delays in the performance of its
    obligations under this Agreement resulting from circumstances or causes
    beyond the University's control and in no case shall the University be
    liable for loss of business or profit or other indirect or consequential
    damage.                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8.  | Term and Termination. This
    Agreement will enter into force as of the Effective Date and will terminate
    on the date of the final payment received by the University from Micromem,
    as per the schedule outlined in Paragraph 3.                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.  | Survival.The provisions of
    Paragraphs 5, 6, 7, 9 and 10 shall survive termination or expiration of this
    Agreement.                                                                                                                                                                                                                                                                                                                                                                        
|10. | No Use of Names.Neither
    party will use the name of the other party, or of any member of the other
    party's personnel, in any advertising or publicity without the prior written
    approval of the other party's authorized representative. However, both
    parties may make Micromem' s support under this Agreement a matter of public
    record.                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|11. | Notices.
    Notices under this Agreement will be sent to the parties as follows:                                                                                                                                                                                                                                                                                                                                                                                                                 
|(a) | to the
    University:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|i.  | for technical and
    scientific matters:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Professor Harry RudaDepartment of Materials Science and Engineering
    and Energenius Centre for Advanced Nanotechnology
    University of Toronto, 170 College Street
    Toronto, Ontario M5S 3E4
    Tel. (416) 978-4556 / Fax (416) 978-3801                                                                                                                                                                                                                                                 
|ii. | for legal and
    administrative matters:                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Dr. Peter B. MunscheAssistant
    Vice-President, Technology Transfer
    University of Toronto, Research Services
    27 King's College Circle
    Toronto, Ontario M55 1A1
    Tel. (416) 978-6063 / Fax (416) 978-5821                                                                                                                                                                                                                                                                         
|(b) | to
    Micromem:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|i.  | for all matters:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    | Manoj PunditExecutive Vice-President and General Counsel
    Micromem Technologies Inc.
    777 Bay Street, Suite 1910
    Toronto, Ontario M5G-2E4
    Tel: (416) 364-6513 x222 /Fax: (416) 360-4034                                                                                                                                                                                                                                                                                             

|    |                                                                                                                                                                                                                                                                                                                                                              
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|12. | Independent Parties. The
    parties are independent parties and nothing in this Agreement shall
    constitute either party as the employer, principal or partner of or joint
    venturer with the other party. Neither party has any authority to assume or
    create any obligation or liability, either express or implied, on behalf of
    the other.
|    |                                                                                                                                                                                                                                                                                                                                                              
|13. | No Assignment. Neither
    party may sell, assign, encumber, license or otherwise transfer any of its
    rights, duties or obligations under this Agreement without the prior written
    consent of the other party, which consent may not be unreasonably withheld.                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                              
|14. | Successors. This
    Agreement shall bind and ensure to the benefit of the parties and their
    respective heirs, successors and permitted assigns.                                                                                                                                                                                                         
|15. | Governing Law. This
    Agreement shall be governed by and construed in accordance with the laws of
    the Province of Ontario and the laws of Canada applicable therein.                                                                                                                                                                                   
|16. | Paragraph Headings.
    Paragraph headings are provided for convenience and shall not be used to
    construe this Agreement.                                                                                                                                                                                                                                
|17. | Entire Agreement. This
    Agreement, including any appendices attached hereto, is the entire agreement
    between the parties on the subject matter hereof. No modification of this
    Agreement will be binding upon the parties unless it is in writing and
    signed by the parties.                                                                  

In witness whereof the parties agree to be bound by the terms of this
Agreement.

|MICROMEM TECHNOLOGIES INC.                       |  | THE GOVERNING COUNCIL OFTHE UNIVERSITY OF TORONTO  
|------------------------------------------------ |  | ---------------------------------------------------
|                                                 |  |                                                    
|"signed"                                         |  | "signed"                                           
|Name: Joseph Fuda                                |  | Name: Peter B. Munsche                             
|Title: President and Chief
    Executive Officer |  | Title: Assistant Vice-President,Technology Transfer



Acknowledgement:

I, the Principal Investigator, having read this
Agreement, hereby agree to act in accordance with all the terms and conditions
herein and applicable University policies, and further agree to ensure that all
University participants are informed of their obligations under such terms and
conditions.

"signed"

Harry E. Ruda

Principal Investigator









APPENDIX "A"

MAGNETIC MEMORY FACILITY

The new Magnetic Memory Facility (MMF) will
constitute a state of the art facility with processing capabilities which will
enable a variety of magnetic memory structures to be deposited and
lithographically patterned. Assembly of the MMF will include:

Oxynitride PEC VD/RIE Systems:

The system is a Dual Chambered RIE/PECVD system on
one table-top chassis capable of depositing silicon oxide and silicone nitride
in the first chamber and performs reactive ion etching in the second. The system
will include a 13.56Mhz 500watt RF Generator capable of pulse mode and bias
control, a matching network, a pressure controller, a temperature controller and
an industrial touch screen computer for system control. This system can be
upgraded in the future to have more features.

Scrubber (and gas Handling):

The system is a wet scrubber able to abate process
by-products as well as reactor feed gases. The scrubber works in a totally
recirculating mode. An alkaline chemical solution can be utilized to maximize
scrubbing efficiency.

Electrochemical deposition system:

This electroplating system comprises a
polypropylene cell containing an electrolyte (solution) with platinum electrodes
with immerged sample holders, a potentiostat/galvanostat to control the current
and the potential between the electrodes, a current source to drive the chemical
process, and a computer system with IEEE card and software (Electrochemistry
Pack) to control and monitor the process. The system serves as an electroplating
system for seed and magnetic material deposition, and can be upgraded for
photo-assisted electrochemical etching.

Plasma Asher:

The system is a plasma reactor, used for surface
treatment and fast stripper of photoresist from substrates.

Clean Room Kit/Wet Bench:

The system is an acrylic clean room of about 25
meter square with class 100 and 1,000 sections allowing researchers to work in a
clean environment. It includes equipment and accessories such as an air shower,
wet bench, pass through, air conditioners, dehumidification and RH control,
vacuum and gas connections.

DI water:

The system provides grade I quality water quality
compatible with an Integrated Circuit processing environment.

Installation and initial set-up costs (electrical,
plumbing, gas service):

This includes all the electrical and plumbing
services, as well as gas supply and handling, required for the new equipment to
be installed, and used for etching, deposition and cleaning process.