EXHIBIT  10.1

DIRECTOR AND CONSULTING AGREEMENT



|This Director and Consulting Agreement (the "Agreement") is made and entered into as of the Effective Date (as defined in Section 1.1 below) by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Anthony J. Cataldo, an individual ("Cataldo").  The Company and Cataldo may be referred to herein individually asa"Party" or collectively as the "Parties."                                                                            
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|Recital                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|The Company desires Cataldo's services as Co-Chairman of its Board of Directors (the "Board") and to retain Cataldo as a consultant to the Company in the field of capital fundraising.  Cataldo desires to serve as Co-Chairman of the Company's Board of Directors and to provide capital fundraising consulting services to the Company.  In furtherance thereof, the Company and Cataldo desire to enter into this Agreement on the terms and conditions set forth below.
|Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|In consideration of the foregoing recitals and the mutual promises and covenants herein contained, and for other good and valuable consideration, the Parties, intending to be legally bound, agree as follows:                                                                                                                                                                                                                                                              
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|In Witness Whereof, the Parties hereto have executed this Agreement as of the date first written above.                                                                                                                                                                                                                                                                                                                                                                      
|MultiCell Technologies, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|By:  ________________________
Print Name:  ________________
Title:  _____________________                                                                                                                                                                                                                                                                                                                                                                                    
|Address:  55 Access Road, Suite 700
                Warwick, RI  02886                                                                                                                                                                                                                                                                                                                                                                                                       



Exhibit A





PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT