EXHIBIT 10.2

EMPLOYMENT AGREEMENT



|This Employment Agreement (the "Agreement") is made and entered into effective as of February 1, 2005 (the "Effective Date") by and between MultiCell Technologies, Inc., a Delaware corporation (the "Company"), and Stephen Chang, Ph.D., an individual ("Chang").  The Company and Chang may be referred to herein individually asa"Party" or collectively as the "Parties."                               
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|The Company desires assurance of the association and services of Chang in order to retain his experience, skills, abilities, background and knowledge, and is willing to engage Chang's services on the terms and conditions set forth in this Agreement.  Chang desires to be in the employ of the Company, and is willing to accept such employment on the terms and conditions set forth in this Agreement.
|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.                                                                                                                                                                                                                                                                                                       
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|MultiCell Technologies, Inc.                                                                                                                                                                                                                                                                                                                                                                                  
|By:  ________________________
Print Name:  ________________
Title:  _____________________                                                                                                                                                                                                                                                                                                                     
|Address:  55 Access Road, Suite 700
                Warwick, RI  02886                                                                                                                                                                                                                                                                                                                                        

Exhibit A





PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT









Exhibit B





LIST OF OUTSIDE ACTIVITIES







1. Member of the Board of Directors of BIOCOM, requiring attendance at quarterly board meetings and limited monthly committee work.
2. President and Executive Director of CURES, requiring a maximum of two hours work per week and sporadic visits to Sacramento.
3. Attend National Institutes of  Health study sections semi-annually.
4. Member of the Scientific Advisory Boards of SanRx and Aegis.
5. Sporadically provide gene therapy expertise to Gene Drug Consults.







Exhibit C



RELEASE AND WAIVER



In consideration of the payments and other benefits set forth in Section 6 of the Employment Agreement dated February 1, 2005, to which this form is attached, I, Stephen Chang, Ph.D., hereby furnish MultiCell Technologies, Inc,  (the "Company"), with the following release and waiver ("Release and Waiver").

In exchange for the consideration provided to me by the Employment Agreement that I am not otherwise entitled to receive, I hereby generally and completely release the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to my signing this Release and Waiver.  This general release includes, but is not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including, but not limited to, salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including, but not limited to, claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including, but not limited to, claims for discrimination, harassment, retaliation, attorneys' fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act of 1967 (as amended) ("ADEA"), and the California Fair Employment and Housing Act (as amended).

I also acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:  "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to any claims I may have against the Company.

I acknowledge that, among other rights, I am waiving and releasing any rights I may have under ADEA, that this Release and Waiver is knowing and voluntary, and that the consideration given for this Release and Waiver is in addition to anything of value to which I was already entitled as an executive of the Company.  If I am 40 years of age or older upon execution of this Release and Waiver, I further acknowledge that I have been advised, as required by the Older Workers Benefit Protection Act, that:  (a) the release and waiver granted herein does not relate to claims under the ADEA which may arise after this Release and Waiver is executed; (b) I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have twenty-one (21) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier); (d) I have seven (7) days following the execution of this Release and Waiver to revoke my consent to this Release and Waiver; and (e) this Release and Waiver shall not be effective until the seven (7) day revocation period has expired.

If I am less than 40 years of age upon execution of this Release and Waiver, I acknowledge that I have the right to consult with an attorney prior to executing this Release and Waiver (although I may choose voluntarily not to do so); and (c) I have five (5) days from the date of termination of my employment with the Company in which to consider this Release and Waiver (although I may choose voluntarily to execute this Release and Waiver earlier).

I acknowledge my continuing obligations under my Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A.  Pursuant to the Proprietary Information and Inventions Agreement I understand that among other things, I must not use or disclose any confidential or proprietary information of the Company and I must immediately return all Company property and documents (including all embodiments of proprietary information) and all copies thereof in my possession or control.  I understand and agree that my right to the severance pay I am receiving in exchange for my agreement to the terms of this Release and Waiver is contingent upon my continued compliance with my Proprietary Information and Inventions Agreement.

This Release and Waiver, including Exhibit Ahereto, constitutes the complete, final and exclusive embodiment of the entire agreement between the Company and me with regard to the subject matter hereof.  I am not relying on any promise or representation by the Company that is not expressly stated herein.  This Release and Waiver may only be modified by a writing signed by both me and a duly authorized officer of the Company.





|Date: __________________ | By: _______________________
     Stephen Chang, Ph.D.
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