COMMON
      STOCK PURCHASE WARRANT

    


    NEITHER
      THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR THE SHARESRES ISSUABLE UPON
      EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. NEITHER THE WARRANT NOR SUCH SHARES MAY BE OFFERED OR SOLD EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR AN EXEMPTION
      FROM REGISTRATION UNDER SUCH ACT. 

    


    MICROMEM
      TECHNOLOGIES INC.

    

      
        	
                No.
                  ___

              	
                __________
                  Shares

              


      

    

    


    THIS
      CERTIFIES that, for value received, _________________ (the "Holder") currently
      residing at ______________________, is entitled to subscribe for and purchase
      from MICROMEM TECHNOLOGIES INC., an Ontario, Canada corporation (the “Company”),
      upon the terms and conditions set forth herein, at any time after the date
      hereof, and before 5:00 P.M. on December 31, 2006, (the “Exercise Period”),
      _______________ (_________) fully paid, validly issued and nonassessable common
      shares, without par value, of the Company (“Common Stock”), at an exercise price
      of U.S.$0.60 per share (the “Exercise Price”). If the last day of the Exercise
      Period is a day on which banking institutions in the Province of Ontario are
      required or authorized to close, then the Exercise Period shall end on the
      next
      succeeding day which is not such a day. The number of shares of Common Stock
      issuable upon exercise of the Warrant (the “Warrant Shares”), the Exercise Price
      and the Exercise Period may be adjusted from time to time as hereinafter set
      forth.

    


    As
      used
      herein the term “this Warrant” shall mean and include this Warrant and any
      Warrant or Warrants hereafter issued as a consequence of the exercise or
      transfer of this Warrant in whole or in part. Upon each adjustment of the
      Exercise Price as a result of the calculations made in Section 5, this
      Warrant shall thereafter evidence the right to receive, at the adjusted Exercise
      Price, that number of shares of Common Stock (calculated to the nearest
      one-hundredth) obtained by multiplying the aggregate number of shares covered
      by
      this Warrant immediately prior to such adjustment by a fraction, the numerator
      of which is the Exercise Price in effect immediately prior to such adjustment
      of
      the Exercise Price and the denominator of which is the Exercise Price in effect
      immediately after such adjustment of the Exercise Price.

    


    1. This
      Warrant may be exercised during the Exercise Period, as to the whole or any
      lesser number of the respective whole Warrant Shares, by surrender of this
      Warrant to the principal offices of the Company, together with the Form of
      Election attached hereto, duly executed, and accompanied by payment to the
      Company of an amount equal to the Exercise Price multiplied by the number of
      Warrant Shares as to which this Warrant is then being exercised (the “Purchase
      Price”). Such payment may be made, at the option of the Holder, by cash, money
      order, certified or bank cashier’s check or wire transfer. The Company reserves
      the right in its discretion to extend the Exercise Period and/or to reduce
      the
      Exercise Price, at any time and from time to time, subject to the approval
      of
      any such extension or reduction by the Board of Directors.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    2. Upon
      the
      exercise of the Holder's rights to purchase Warrant Shares pursuant to Section
      1
      above, the Holder shall be deemed to be the holder of record of the Warrant
      Shares issuable upon such exercise, notwithstanding that the transfer books
      of
      the Company shall then be closed or certificates representing such Warrant
      Shares shall not then have been actually delivered to the Holder. As soon as
      practicable after the exercise of this Warrant pursuant to Section 1 above,
      a
      certificate or certificates for the Warrant Shares issuable upon such exercise,
      registered in the name of the Holder or its designee and dated the date of
      such
      exercise, shall be issued by the Company to the Holder. If the Warrant should
      be
      exercised in part only, the Company shall, upon surrender of this Warrant for
      cancellation, execute and deliver a new Warrant evidencing the right of the
      Holder to purchase the balance of the Warrant Shares (or portions thereof)
      subject to purchase hereunder.

    


    3. The
      Holder may transfer or assign this Warrant, in whole or in part, from time
      to
      time without the consent of the Company. Upon
      surrender of this Warrant to the Company at its principal office or at the
      office of its stock transfer agent, if any, with the Form of Assignment annexed
      hereto duly executed (with signature guaranteed, if required by the Company
      or
      its stock transfer agent) and funds sufficient to pay any transfer tax, the
      Company shall, without charge, execute and deliver a new Warrant in the name
      of
      the assignee or assignees named in such instrument of assignment and this
      Warrant shall promptly be canceled.

    


    4. The
      Company shall at all times reserve and keep available out of its authorized
      and
      unissued Common Stock, solely for the purpose of providing for the exercise
      of
      the rights to purchase all Warrant Shares granted pursuant to this Warrant,
      such
      number of shares of Common Stock as shall, from time to time, be sufficient
      therefor. The Company covenants that all shares of Common Stock issuable upon
      exercise of this Warrant, upon receipt by the Company of the full Exercise
      Price
      shall at the time of issuance be validly issued, fully paid, nonassessable,
      free
      of all taxes, liens and charges created by the Company, and free of preemptive
      rights. If the Common Stock is or becomes listed on any national securities
      exchange or the NASDAQ Stock Market, the Company shall at its expense cause
      all
      shares of Common Stock issuable upon exercise of the Warrants to be listed
      on
      such exchange subject to notice of issuance or quoted on the NASDAQ Stock
      Market, as the case may be.

    


    5. So
      long
      as this Warrant shall be outstanding, the number of Warrant Shares for which
      this Warrant shall be exercisable shall be subject to the adjustment described
      in the second paragraph of this Warrant and the Exercise Price in effect at
      any
      time and the number and kind of securities purchasable upon the exercise of
      the
      Warrants shall be subject to adjustment from time to time upon the happening
      of
      certain events as follows:

    


    (a)
      In
      case the Company shall (i) declare a dividend or make a distribution on its
      outstanding shares of Common Stock in shares of Common Stock, (ii) issue shares
      of Common Stock or securities convertible into Common Stock for consideration
      less than the Exercise Price of the Warrant on the date of issuance of such
      securities; (iii) subdivide or reclassify its outstanding shares of Common
      Stock
      into a greater number of shares (including any such reclassification in
      connection with a consolidation or merger, whether or not the Company is the
      continuing corporation), or (iv) combine or reclassify its outstanding shares
      of
      Common Stock into a smaller number of shares, the Exercise Price in effect
      at
      the time of the record date for such dividend or distribution, the sale of
      such
      securities or the effective date of such subdivision, combination or
      reclassification shall be proportionately adjusted as of the effective date
      of
      such event by multiplying such Exercise Price by a fraction, the denominator
      of
      which shall be the number of shares of Common Stock outstanding immediately
      following such event and the numerator of which shall be the number of shares
      of
      Common Stock outstanding immediately prior thereto. Such adjustment shall be
      made successively whenever any event listed above shall occur.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (b)
      No
      adjustment in the Exercise Price shall be required unless such adjustment would
      require an increase or decrease of at least $.05 in such price; provided,
      however, that any adjustments which by reason of this subsection (5)(b) are
      not
      required to be made shall be carried forward and taken into account in any
      subsequent adjustment required to be made hereunder.

    


    (c)
      Each
      computation required by this Section 5 for purposes of determining whether
      the
      Exercise Price shall be adjusted shall be performed by the Company's Chief
      Financial Officer on the basis of the Company's internally prepared unaudited
      financial statements. Such unaudited financial statements shall be prepared
      and
      delivered to each Holder promptly after the event requiring such adjustment,
      and
      shall be accompanied by a certificate signed by the President and Chief
      Financial Officer certifying that such unaudited statements have been prepared
      in accordance with U.S. Generally Accepted Accounting Principles on a basis
      consistently applied and included all adjustments (consisting only of normal,
      recurring accruals) necessary for a fair presentation of the financial position
      and results of the Company as of the end of each such period. Any dispute
      between the Holder and the Company in regard to such a computation shall be
      referred to and decided by a firm of independent certified public accountants
      mutually acceptable to the Company and the Holder, which shall be a firm of
      recognized national reputation (the “Accounting Firm”). Absent manifest error,
      the computations of the Accounting Firm shall be final and binding on the
      Company and the Holder.

    


    (d)
      Whenever the Exercise Price is adjusted, as herein provided, the Company shall
      promptly cause to be mailed to the Holder, at its address appearing in the
      Warrant Register, a notice setting forth the adjusted Exercise Price and
      adjusted number of Warrant Shares issuable upon exercise of each Warrant, and
      shall cause a certified copy thereof to be mailed to its transfer agent, if
      any.

    


    (e)
      All
      calculations under this Section (5) shall be made to the nearest cent or to
      the
      nearest Warrant Share, as the case may be.

    


    (f)
      In
      the event that at any time, as a result of an adjustment made pursuant to this
      Warrant, the Holder of this Warrant thereafter shall become entitled to receive
      any shares of the Company other than Common Stock, thereafter the number of
      such
      other shares so receivable upon exercise of this Warrant shall be subject to
      adjustment from time to time in a manner and on terms as nearly equivalent
      as
      practicable to the provisions with respect to the Common Stock contained in
      subsection (a) above.

    


    (g)
      Irrespective of any adjustments in the Exercise Price or the number or kind
      of
      Warrant Shares purchasable upon exercise of this Warrant, Warrants theretofore
      or thereafter issued may continue to express the same price and number and
      kind
      of shares as are stated in the similar Warrants initially issuable pursuant
      to
      this Agreement.

    


    6. (a) In
      case
      of any consolidation with or merger of the Company with or into another
      corporation (other than a merger in which the Company is the surviving
      corporation), or in case of any sale, lease, or conveyance to another
      corporation of the business, property or assets of any nature of the Company
      as
      an entirety or substantially as an entirety, such successor, leasing, or
      purchasing corporation, as the case may be, shall as a condition precedent
      to
      such transaction (i) execute with the Holder an agreement providing that the
      Holder shall have the right thereafter to receive upon exercise of this Warrant
      at any time prior to the expiration of the Exercise Period, at the Exercise
      Price in effect immediately prior to the consummation of such transaction,
      the
      kind and amount of shares of stock and other securities, property, cash, or
      any
      combination thereof receivable upon such consolidation, merger, sale, lease,
      or
      conveyance by a holder of the number of shares of Common Stock for which this
      Warrant might have been exercised immediately prior to such consolidation,
      merger, sale, lease, or conveyance and (ii) make effective provision in its
      certificate of incorporation or otherwise, if necessary, to effect such
      agreement. Such agreement shall provide for adjustments which shall be identical
      to the adjustments in Section 5. In the event that in connection with any such
      consolidation, merger, sale, lease or conveyance, additional shares of Common
      Stock shall be issued in exchange, conversion, substitution or payment, in
      whole
      or in part, for a security of the Company other than Common Stock, any such
      issue shall be treated as an issuance of additional shares covered by the
      provisions of Section 5 hereof.

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (b) In
      case
      of any reclassification, reorganization or other change of the shares of Common
      Stock issuable upon exercise of this Warrant (other than a change in par value
      or from no par value to a specified par value, or as a result of a subdivision
      or combination, but including any change in the shares into two or more classes
      or series of shares), or in case of any consolidation or merger of another
      corporation into the Company in which the Company is the continuing corporation
      and in which there is a reclassification, reorganization or other change
      (including the right to receive cash, securities or other property of any other
      person) of the shares of Common Stock (other than a change in par value, or
      from
      no par value to a specified par value, or as a result of a subdivision or
      combination, but including any change in the shares into two or more classes
      or
      series of shares), the Holder shall have the right thereafter to receive upon
      exercise of this Warrant at any time prior to the expiration of the Exercise
      Period the kind and amount of shares of stock and other securities, property,
      cash, or any combination thereof receivable upon such reclassification,
      reorganization, change, consolidation, or merger by a holder of the number
      of
      shares of Common Stock for which this Warrant might have been exercised
      immediately prior to such reclassification, reorganization, change,
      consolidation, or merger. Thereafter, appropriate provision shall be made for
      adjustments which shall be identical to the adjustments in Section 5. In the
      event that in connection with any such reclassification, reorganization, change
      of shares, consolidation or merger additional shares of Common Stock shall
      be
      issued in exchange, conversion, substitution or payment, in whole or in part,
      for a security of the Company other than Common Stock, any such issue shall
      be
      treated as an issue of additional shares covered by the provisions of Section
      5
      hereof.

    


    (c) The
      above
      provisions of this Section 6 shall similarly apply to successive
      reclassifications and changes of shares of Common Stock and to successive
      consolidations, mergers, sales, leases, or conveyances. 

    


    7. In
      case
      at any time the Company shall propose:

    


    (a) to
      pay
      any dividend or make any distribution on shares of Common Stock in shares of
      Common Stock or make any other distribution (other than regularly scheduled
      cash
      dividends which are not in a greater amount per share than the most recent
      such
      cash dividend) to all holders of Common Stock; or 

    


    (b) to
      issue
      any rights, warrants, or other securities to all holders of Common Stock
      entitling them to purchase any additional shares of Common Stock or any other
      rights, warrants, or other securities; or 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (c) to
      effect
      any reclassification, reorganization or other change of outstanding shares
      of
      Common Stock, or any consolidation, merger, sale, lease, or conveyance of
      property, described in Section 6; or 

    


    (d) to
      effect
      any liquidation, dissolution, or winding-up of the Company, or if any
      involuntary proceeding is commenced for the liquidation, dissolution or
      winding-up of the Company; or 

    


    (e) to
      take
      any other action which would cause an adjustment to the Exercise Price;


    


    then,
      and
      in any one or more of such cases, the Company shall give written notice thereof,
      by registered mail, postage prepaid, to the Holder at the Holder's address
      as it
      shall appear on the books of the Company, mailed at least twenty (20) days
      prior
      to (i) the date as of which the holders of record of shares of Common Stock
      to
      be entitled to receive any such dividend, distribution, rights, warrants, or
      other securities are to be determined, (ii) the date on which any such
      reclassification, change of outstanding shares of Common Stock, consolidation,
      merger, sale, lease, conveyance of property, liquidation, dissolution,
      winding-up or otherwise is expected to become effective, and the date as of
      which it is expected that holders of record of shares of Common Stock shall
      be
      entitled to exchange their shares for securities or other property, if any,
      deliverable upon such reclassification, change of outstanding shares,
      consolidation, merger, sale, lease, conveyance of property, liquidation,
      dissolution, winding-up or otherwise, or (iii) the date of such action which
      would require an adjustment to the Exercise Price. Such notice shall contain
      a
      description in reasonable detail of the proposed action and stating the date
      or
      expected date referred to in clauses (i) through (iii) above, as
      applicable.

    


    8. The
      issuance of any Warrant Shares or other securities upon the exercise of this
      Warrant, and the delivery of certificates or other instruments representing
      such
      shares or other securities, shall be made without charge to the Holder for
      any
      tax or other charge in respect of such issuance. The Company shall not, however,
      be required to pay any tax which may be payable in respect of any transfer
      involved in the issue and delivery of any certificate in a name other than
      that
      of the Holder and the Company shall not be required to issue or deliver any
      such
      certificate unless and until the person or persons requesting the issue thereof
      shall have paid to the Company the amount of such tax or shall have established
      to the reasonable satisfaction of the Company that such tax has been paid.
      This
      Warrant is exchangeable, without expense, at the option of the Holder, upon
      presentation and surrender hereof to the Company, for other Warrants of
      different denominations entitling the Holder hereof to purchase in the aggregate
      the same number of shares of Common Stock purchasable hereunder.

    


    9. No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of the Warrant. With respect to any fraction of a share called
      for
      upon any exercise hereof, the Company shall pay to the Holder an amount in
      cash
      equal to such fraction multiplied by the Fair Market Value of a share of Common
      Stock. “Fair Market Value” means, as of any date, (i) if shares of Common Stock
      are listed on a national securities exchange, the average of the closing sale
      price per share therefor on the securities exchange on which the greatest
      average volume of such shares are traded over the last ten (10) trading days
      before such date, (ii) if such shares of Common Stock are listed on The Nasdaq
      National Market, the Nasdaq SmallCap Market or quoted on an interdealer
      quotation system but not on any national securities exchange, the average of
      the
      closing sales price per share therefor on The Nasdaq National Market, the Nasdaq
      SmallCap Market or interdealer quotation system (as the case may be), for the
      last ten (10) trading days before such date, (iii) if such shares of Common
      Stock are not listed or quoted on either a national securities exchange, The
      Nasdaq National Market, the Nasdaq SmallCap Market or other interdealer
      quotation system, the average over the last twenty (20) trading days before
      such
      date of the average of the closing bid and asked prices per share therefor
      on
      the pink-sheets or non-interdealer quotation system ,or (iv) if no such sales
      or
      bid and asked prices are available, the fair market value per share of the
      Common Stock as of such date, as determined in good faith by the Board of
      Directors of the Company and shall not, in any event, be less than the greater
      of the price per share of the Common Stock payable in connection with the then
      most recent issuance of Common Stock and the average exercise price placed
      upon
      any warrants and Options issued in the thirty days prior to the date of
      determination of such Fair Market Value, or if no such issuances have occurred
      within such thirty day period, the average exercise price placed upon the prior
      three issuances of warrants and/or options by the Company.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    10. The
      Company represents and warrants to Holder that:

    


    (a) The
      Company is a corporation duly organization, validly existing and in good
      standing under the laws of Ontario, Canada; has all requisite corporate power
      and authority to own or lease and operate its properties and to carry on its
      business as now conducted; and is duly qualified or licensed to do business
      as a
      foreign corporation in good standing in all jurisdictions in which it owns
      or
      leases property or in which the conduct of its business requires it to so
      qualify or be licensed.

    


    (b) The
      Company has all requisite power and authority to enter into and perform all
      of
      its obligations under this Warrant and to carry out the transactions
      contemplated hereby. The Company has taken all corporate or stockholder actions
      necessary to authorize it

    to
      enter
      into and perform all of its obligations under this Warrant and to consummate
      the
      transactions contemplated hereby. The execution and delivery of this Warrant
      does not, and the consummation of the transactions contemplated hereby and
      compliance with the provisions hereof will not, conflict with, or result in
      any
      violation of, or default (with or without notice or lapse of time, or both)
      under, or give rise to a right of termination, cancellation or acceleration
      of
      any obligation or loss of a benefit under, or result in the creation of any
      lien
      upon any of the properties or assets of the Company under, (i) its articles
      or
      organization, by-laws or other governing documents, (ii) any agreement,
      contract, lease, license, mortgage, indenture, guarantee, or other instrument,
      undertaking or commitment to which the Company is a party or by which it or
      its
      properties or assets are bound or (iii) any judgment, order, injunction, decree,
      statute, law, ordinance, rule or regulation applicable to the Company or its
      properties or assets.

    


    (c) This
      Warrant is the legal, valid and binding obligation of the Company, enforceable
      in accordance with its terms, except as enforceability may be limited by
      bankruptcy, insolvency, reorganization, moratorium and other similar laws
      affecting the rights of creditors generally.

    


    (d) There
      are
      no claims for brokerage commissions, finder's fees or similar sales compensation
      in connection with this Warrant based upon any arrangement or agreement made
      by
      or on behalf of the Company, and the Company agrees to indemnify and hold
      harmless any holder of this Warrant against any liability or expense to it
      arising out of such a claim to the extent that such claim arises out of actions
      or alleged actions of the Company.

    


    (e) The
      Company agrees to indemnify and hold harmless the holder of this Warrant and
      any
      affiliates, officers, directors, shareholders, members, partners and agents
      of
      the holder of this Warrant against any and all loss, liability, claim, damage,
      and expense whatsoever (including, but not limited to, any and all expenses
      whatsoever, including the fees and disbursements of counsel, reasonably incurred
      in investigating, preparing, or defending against any litigation commenced
      or
      threatened or any claim whatsoever), arising out of or based upon any breach
      or
      failure by the Company to comply with any representation, warranty, covenant,
      or
      agreement made by the Company herein.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (f) The
      Company agrees that it shall not by any action including, without limitation,
      amending its Articles of Organization or By-laws, or through any reorganization,
      transfer of assets, amalgamation, consolidation, merger, dissolution, issue
      or
      sale of securities or any other action, avoid or seek to avoid the observance
      or
      performance of any of the terms of this Warrant, but will at all times in good
      faith assist in the carrying out of all such terms and in the taking of all
      such
      actions as may be necessary or appropriate to protect the rights of the Holder
      hereof against dilution (to the extent provided herein) or impairment.


    


    11. 
      Registration Rights.
      The
      initial holder of this Warrant is entitled to the benefit of certain
      registration rights with respect to the shares of Common Stock issuable upon
      the
      exercise of this Warrant as provided in the Registration Rights Agreement (as
      defined below), and any subsequent holder hereof may be entitled to such
      rights.

    


    12. Certificates
      evidencing the Warrant Shares issued upon exercise of the Warrant shall bear
      the
      following legend, unless a registration statement under the Securities Act
      of
      1933 is then effective with respect to the Warrant Shares: 

    


    "THIS
      STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE
      "ACT"), OR ANY STATE SECURITIES LAWS BY REASON OF EXEMPTIONS FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND SUCH STATE SECURITIES LAWS, AND MAY
      NOT
      BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF IN ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR
      UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE."

    


    The
      Holder shall be entitled to the rights and benefits set forth in a certain
      Registration Rights Agreement of even date herewith by and among the Company
      and
      the persons named therein (the “Registration Rights Agreement”)..

    


    13. Upon
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction, or mutilation of any Warrant (and upon surrender of any Warrant
      if
      mutilated), and upon reimbursement of the Company's reasonable incidental
      expenses, the Company shall execute and deliver to the Holder thereof a new
      Warrant of like date, tenor, and denomination. 

    


    14. The
      Holder of any Warrant shall not have, solely on account of such status, any
      rights of a stockholder of the Company, either at law or in equity, or to any
      notice of meetings of stockholders or of any other proceedings of the Company,
      except as provided in this Warrant. 

    


    15. Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested
      or
      sent by Federal Express, Express Mail, or similar overnight delivery or courier
      service or delivered (in person or by telecopy, telex, or similar
      telecommunications equipment) against receipt to the party to whom it is to
      be
      given, if sent to the Company, at: 777 Bay Street, Suite 1910, Toronto,
      Ontario M5G 2E4, Canada, Attention: Joseph Fuda; or if sent to the Holder,
      at
      the Holder's address as it shall appear on the Warrant Register; or to such
      other address as the party shall have furnished in writing in accordance with
      the provisions of this Section 15. Any notice or other communication given
      by
      certified mail shall be deemed given at the time of certification thereof,
      except for a notice changing a party's address which will be deemed given at
      the
      time of receipt thereof. Any notice given by other means permitted by this
      Section 15 shall be deemed given at the time of receipt thereof. 

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    16. This
      Warrant shall be binding upon the Company and its successors and assigns and
      shall inure to the benefit of the Holder and its successors and assigns.


    


    17. This
      Warrant shall be construed in accordance with the laws of the State of New
      York
      applicable to contracts made and performed within such State, without regard
      to
      principles of conflicts of law. 

    


    18. The
      Company irrevocably consents to the jurisdiction of the courts of the State
      of
      New York and of any federal court located in such State in connection with
      any
      action or proceeding arising out of or relating to this Warrant, any document
      or
      instrument delivered pursuant to, in connection with or simultaneously with
      this
      Warrant, or a breach of this Warrant or any such document or instrument. In
      any
      such action or proceeding, the Company waives personal service of any summons,
      complaint or other process.

     

    
      	 	 	 
	Dated:
              _________, 2005	MICROMEM TECHNOLOGIES
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:
	 	Title:
              


    

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    FORM
      OF
      ASSIGNMENT

    


    (To
      be
      executed by the registered holder if such holder desires to transfer the
      attached Warrant.) 

     

    FOR
      VALUE
      RECEIVED, ______________________________ hereby sells, assigns, and transfers
      unto _____________________ a Warrant to purchase shares of Common Stock, without
      par value, of Micromem Technologies, Inc. (the “Company”), together with all
      right, title, and interest therein, and does hereby irrevocably constitute
      and
      appoint ___________________ attorney to transfer such Warrant on the books
      of
      the Company, with full power of substitution. 

     

    
      
        	Dated:
                ________________________	
                 

                 

                 

                 

                Signature
                  _____________________________

              


      

    

     

    


    NOTICE

    


    The
      signature on the foregoing Assignment must correspond to the name as written
      upon the face of this Warrant in every particular, without alteration or
      enlargement or any change whatsoever. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	To:	
              Micromem
                Technologies, Inc.

            


    

    777
      Bay
      Street, Suite 1910

    Toronto,
      Ontario M5G 2E4

    Canada

    Fax:
      (416) 360-4034 

    


    ELECTION
      TO EXERCISE

    


    The
      undersigned hereby exercises its rights to purchase ______________ Warrant
      Shares covered by the within warrant and tenders payment herewith in the amount
      of $_____________ in accordance with the terms thereof, and requests that
      certificates for such securities be issued in the name of, and delivered
      to:

     

    
      
        

      


      
 

      
(Print
      Name, Address and Social Security

    or
      Tax
      Identification Number)

    


    and,
      if
      such number of Warrant Shares shall not be all the Warrant Shares covered by
      the
      within Warrant, that a new Warrant for the balance of the Warrant Shares covered
      by the within Warrant be registered in the name of, and delivered to, the
      undersigned at the address stated below. 

    


     

    
      	Dated:_________________________	
              Name
                ___________________________________

              (Print)                                 
                

            
	
              Address:

              
                
 

            
	 	
              ________________________________________

              (Signature)