SB-2/A

As filed with the Securities and Exchange Commission on May 06, 2005

Registration No. 333-118170

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

MULTICELL TECHNOLOGIES, INC.
(Name of small business issuer in its charter)

701 George Washington Highway
Lincoln, Rhode Island 02865
(401) 333-0610
(Name, address and telephone number of Registrant)

DELAWARE
(State or other jurisdiction of
incorporation or organization) 3841
(Primary Standard Industrial Classification Code Number) 52-1412493
(I.R.S. Employer
Identification No.)

W. Gerald Newmin
701 George Washington Highway
Lincoln, Rhode Island 02865
(401) 333-0610
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]

The aggregate market value of the voting stock held by non-affiliates of the Registrant was approximately $8,604,260 as of April 15, 2005 based upon the price at which such stock was last sold in the principal market for such stock as of such date.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED _________________

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68,481,428

SHARES OF
COMMON STOCK

This prospectus relates to the offer of up to 68,481,428 shares of the common stock of MultiCell Technologies, Inc., $0.01 par value per share, by the 36 selling stockholders identified on page 33 of this prospectus. Of these shares:

· 5,064,286 are currently issued and outstanding,

· a maximum of 40,000,000 are issuable upon conversion of outstanding shares of our Series I Convertible Preferred Stock, which are convertible pursuant to a formula, provided that the conversion price shall not be less than $0.05 nor more than $0.20 per share;

· up to 5,000,000 are issuable upon exercise of warrants we issued in connection our issuance of the Series I Convertible Preferred Stock; and

· up to 18,417,142 are issuable upon exercise of outstanding warrants, at exercise prices ranging from $0.06 to $0.12 per share.

All of the common shares, preferred shares and warrants were previously issued in private placement transactions.

Our common stock is registered under Section 12(g) of the Securities Exchange Act of 1934 and is listed on the Over The Counter Bulletin Board Market under the symbol "MUCL". On April 29, 2005, the last reported sale price of our common stock on the Over The Counter Bulletin Board Market was $0.21 per share.

INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 7 FOR A DESCRIPTION OF CERTAIN FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING THE SHARES OFFERED BY THIS PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS PROSPECTUS IS INCLUDED IN THE REGISTRATION STATEMENT THAT WAS FILED BY MULTICELL TECHNOLOGIES, INC. WITH THE SECURITIES AND EXCHANGE COMMISSION. THE SELLING STOCKHOLDERS CANNOT SELL THEIR SHARES UNTIL THAT REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THE SHARES OR THE SOLICITATION OF AN OFFER TO BUY THE SHARES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

The date of this Prospectus is May 06, 2005

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TABLE OF CONTENTS

SUMMARY INFORMATION	5
RISK FACTORS	6
FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	10
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10
DESCRIPTION OF BUSINESS	11
DESCRIPTION OF PROPERTY	17
MANAGEMENT'S DISCUSSION AND ANALYSIS	18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON	23
EXECUTIVE COMPENSATION	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
DESCRIPTION OF SECURITIES	28
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	29
PLAN OF DISTRIBUTION	30
SELLING STOCKHOLDERS	31
LEGAL PROCEEDINGS	34
EXPERTS	35
INTEREST OF NAMED EXPERTS AND COUNSEL	35
WHERE YOU CAN FIND MORE INFORMATION	36
INDEX TO FINANCIAL STATEMENTS	36
EXHIBITS	74

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document. However, in the event of a material change, this prospectus will be amended or supplemented accordingly.

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SUMMARY INFORMATION

The following summary is qualified in its entirety by the more detailed information, financial statements and other data appearing elsewhere in this Prospectus. At various places in this Prospectus, we may make reference to the "company" or "us" or "we."  When we use those terms, unless the context otherwise requires, we mean MultiCell Technologies, Inc. and its subsidiaries.

About MultiCell Technologies, Inc.

MultiCell Technologies, Inc., (MultiCell) was incorporated in Delaware on April 28, 1970 as "Exten Ventures, Inc". It operates two subsidiaries, MCT Rhode Island Corp. ("MCT") and Xenogenics Corporation ("Xenogenics"). As used herein, the "Company" refers to MultiCell, together with MCT and Xenogenics. Effective April 1, 2004, we changed our name from Exten Industries, Inc. to MultiCell Technologies, Inc. Our principal offices are at 701 George Washington Highway, Lincoln, RI 02865, (401)333-0610.

Our goal is to be a global leader in producing immortalized human liver cells (hepatocytes). Our intellectual property portfolio positions us as a leader in the creation of highly functional, immortalized, non-tumorigenic human hepatocyte cell lines. We believe our proprietary human cell lines are ideal for developing highly predictive, high throughput drug discovery assays and enable innovative clinical approaches for treating a variety of liver-related diseases. We believe we are unique due to our understanding of the function, engineering and culturing of liver cells.

We believe we are differentiated by: 1) our understanding of the function and manipulation of the liver cell and 2) our understanding of stem cells, cell therapy and cell transplantation. Our intellectual property portfolio positions us for use of non-tumorgenic immortalized mammalian hepatocytes for treating liver disease. We have established a worldwide reputation as a source of licensed immortalized liver cell lines. The Company is developing cell-related technologies and products to treat a variety of liver diseases and has identified four clinically relevant applications for its cell-based products:

· Drug Discovery - High throughput screening assays for drug discovery, lead optimization, and pharmacogenomic studies

· Stem cells and cell transplantation to treat metabolic liver deficiencies

· Cellular component of liver assist devices used to treat patients suffering from acute and chronic liver failure

· Production of natural therapeutic plasma proteins.

About the Offering

We are registering the resale of our common stock by the selling stockholders. The selling stockholders and the specific number of shares that they each may resell through this prospectus are listed on page 33. The shares offered for resale by this prospectus include the following:

· 5,064,286 are currently issued and outstanding,

· a maximum of 40,000,000 are issuable upon conversion of outstanding shares of our Series I Convertible Preferred Stock, which are convertible pursuant to a formula, provided that the conversion price shall not be less than $0.05 nor more than $0.20 per share;

· up to 5,000,000 are issuable upon exercise of warrants we issued in connection our issuance of the Series I Convertible Preferred Stock; and

· up to 18,417,142 are issuable upon exercise of outstanding warrants, at exercise prices ranging from $0.06 to $0.12 per share.

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Information on Outstanding Shares

The number of shares of our common stock outstanding before and after this offering is set forth below:

·	Common stock outstanding before this offering:	158,049,284 shares
·	Common stock outstanding after this offering:	189,985,826 shares

The number set forth above for the shares of common stock outstanding before this offering is the number of shares of our common stock outstanding on March 23, 2005.

The numbers set forth above do not include 13,003,000 and 2,715,000 shares of our common stock that, as of the date of this prospectus, are issuable upon the exercise of outstanding stock options and conversion of convertible loans, respectively. The options are exercisable at prices ranging from $.06 to $.61 per share, with a weighted average exercise price of $0.26 per share. The convertible loans are convertible at $.20 per share plus accrued interest.

Use of Proceeds

We will not realize any of the proceeds from the sale of the shares offered by the selling stockholders. See "Use of Proceeds".

RISK FACTORS

The shares of our common stock being offered for sale are highly speculative and involve a high degree of risk. Only those persons able to lose their entire investment should purchase these shares. Before purchasing any of these shares, you should carefully consider the following factors relating to our business and prospects. You should also understand that this prospectus contains "forward-looking statements." These statements appear throughout this prospectus and include statements as to our intent, belief or current expectations or projections with respect to our future operations, performance or position. Such forward-looking statements are not guarantees of future events and involve risks and uncertainties. Actual events and results, including the results of our operations, could differ materially from those anticipated by such forward-looking statements as a result of various factors, including those set forth below and elsewhere in this prospectus.

We have a history of losses and may never become profitable.

Since we commenced operations on April 28, 1970, we have incurred a substantial accumulated deficit. As of February 28, 2005, our accumulated deficit was $21,368,734. Our losses have primarily resulted from significant costs associated with the research and development relating to our cell line and other operating costs. We expect that we will continue to incur net losses until we are able to generate sufficient operating revenues to support expenditures. However, we may never generate positive cash flow or sufficient revenue to fund our operations and we may never attain profitability.

If we do not obtain adequate financing to fund our future research and development and operations, we may not be able to successfully implement our business plan.

We have in the past increased, and plan to increase further, our operating expenses in order to fund higher levels of product development, undertake and complete the regulatory approval process, and increase our administrative resources in anticipation of future growth. We plan to increase our administrative resources to support the hiring of additional employees that will enable us to expand our research and product development capacity. We intend to finance our operations with revenues from royalties generated from our license agreement with XenoTech, by selling capital stock to investors (such as our recently completed $4 million private placement with Mercator Advisory Group and its affiliated funds), through new strategic alliances, and by acquiring or merging with companies that generate revenues and positive cash flows and use such cash flows and continuing to use our common stock to pay for consulting and professional services.

We also anticipate the need for additional financing in the future in order to fund continued research and development and to respond to competitive pressures. We anticipate that our future cash requirements may be fulfilled by potential direct product sales, the sale of additional equity securities, debt financing and/or the sale or licensing of our technologies. We cannot guarantee, however, that enough future funds will be generated from operations or from the aforementioned or other potential sources. Although we recently raised gross proceeds of $4 million in a private placement, we do not have any binding commitment with regard to future financing. If adequate funds are not available or are not available on acceptable terms, we may be unable to fund expansion, develop new or enhance existing products and services or respond to competitive pressures, any of which could have a material adverse effect on our business, results of operations and financial condition.

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If we finance our operations by acquiring other companies using our common stock, the issuance of such shares could adversely affect our stock price and dilute your ownership percentage.

If we acquire profitable, revenue generating companies as a means of financing our operations, we will likely need to issue a substantial number of shares of our common stock to do so, which would dilute the percentage ownership of our other shareholders and may adversely affect the price of our stock.

If our ownership interest in Xenogenics continues to decline, the value of your investment in our company could be adversely affected.

During the past several years, our ownership interest in Xenogenics has decreased from 100% in 1997 to the current 56.4%. The decrease in our ownership percentage is due to our having sold equity in Xenogenics in an effort to raise capital to fund Xenogenics' continuing research and development and operations. As part of the prior offering of Xenogenics' equity, there remains outstanding 211,566 options to purchase common stock of Xenogenics, which, assuming the exercise of all options, would reduce our ownership percentage in Xenogenics to 53.4%.

Although we do not have any future plans to sell any additional equity in Xenogenics, circumstances may arise in which the sale of equity in Xenogenics is the only way we can raise the capital necessary to keep Xenogenics operational. The sale of additional equity in Xenogenics could adversely affect the value of your investment in our common stock.

We have not yet begun the regulatory approval process for our products with the Food and Drug Administration (the "FDA").

The use of immortalized hepatocytes for drug discovery purposes does not require FDA approval. However, some of our products will be subject to regulation in the United States by the FDA and by comparable regulatory authorities in foreign jurisdictions. The Sybiol synthetic bio-liver device will be classified as a "biologic" regulated under the Public Health Service Act and the Food, Drug and Cosmetic Act. The use of human immortalized liver cells for this application will also be regulated by the FDA. Development of a therapeutic product for human use is a multi-step process. First, animal and in vitro testing must establish the potential safety and efficacy of the experimental product for a given disease. Once the product is found to be reasonably safe and potentially efficacious in animals, suggesting that human testing would be appropriate, an Investigational New Drug ("IND") application is submitted to the FDA. FDA approval, which may in some circumstances involve substanti al delays, is necessary before commencing clinical investigations in humans. Clinical investigations can take many years. We have not yet begun the regulatory approval process for our Sybiol® biosynthetic liver device with the FDA. We may, when adequate funding and resources are available, begin the approval process. If we are able to validate the device design, then we currently plan to find a partner to take the project forward. Before human studies may begin, the cells provided for the system will be subjected to the same scrutiny as the Sybiol device. We will need to demonstrate sufficient process controls to meet strict standards for a complex medical system. This means the cell production facility will need to meet the same Good Manufacturing Practice ("GMP") standards as those pertaining to a pharmaceutical company.

If we do not obtain governmental approvals for some of our products, we will be unable to market them.

Under FDA rules, we are required to obtain scientific data to support any health claims regarding human use that we make concerning our products. We will not be able to commercialize our products until we complete clinical testing, have acceptable clinical trial results and receive regulatory approval from the FDA and foreign regulatory authorities, as appropriate. The FDA and other regulatory authorities require that the safety and efficacy of a biologic product be supported by results from adequate and well-controlled clinical trials before approval for commercial sale with respect to use for humans. If the results of the clinical trials of our products do not demonstrate that they are safe and effective, we will not be able to submit to the FDA relevant applications for pre-market approval. Further, the results of pre-clinical testing and initial clinical trials do not necessarily predict how safe and effective a product will be when it is evaluated in large-scale advanced clinical trials. It is possible that unacceptable side effects may be discovered at any time. A number of companies have suffered significant setbacks in advanced clinical trials, despite promising results in earlier trials. Even if we believe the clinical trials that we conduct demonstrate the safety and efficacy of a product, the FDA and other regulatory authorities may not accept our assessment of the results. The process of obtaining regulatory clearances or approvals is costly, uncertain and time-consuming.

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We may experience difficulties in the introduction of some of our products that could result in our having to incur significant unexpected expenses or delay the launch of such products.

We cannot predict the duration or success of any pre-clinical and clinical trials that we undertake. The rate of completion of the clinical trials for our products will depend on many factors, including obtaining adequate clinical supplies and the rate of patient recruitment. Patient recruitment is a function of many factors, including the size of the patient population, the proximity of patients to clinical sites, and the eligibility criteria for patients who may enroll in the trial. We may experience increased costs, program delays, or both, if there are delays in patient enrollment in the clinical trials.

Because we are significantly smaller than many other medical technology companies, we may be at a competitive disadvantage if such companies introduce products that are similar to ours.

Most of the other medical companies that could be potential competitors have greater capital resources, more significant research and development programs and facilities, and greater experience in the production, marketing and distribution of medical products than we do. There are a number of companies attempting to develop a liver assist device system, as well as related cells. Our ability to compete effectively could be adversely affected if one of the more established companies that can devote significant resources to the development, sale and marketing of its products, develops a product that achieves commercial success.

If we do not successfully manage future growth, our ability to complete production of our products according to our current schedule may be adversely affected.

If we are unable to manage our anticipated future growth effectively with its resulting increases in operating, administrative, financial, accounting and personnel systems, our ability to complete production of our products on schedule could be adversely affected.

Our highly volatile stock price and trading volume may adversely affect the liquidity of our common stock.

The market price of our common stock, as well as the market prices of securities of companies in the biotechnology sector generally, has been highly volatile and is likely to continue to be highly volatile. For example, the market price of our common stock traded as high as $1.16 per share in October 2003 up from $0.06 six weeks earlier, and increased 150% in one day following the announcement of our agreement with Pfizer. While the reasons for the volatility of the market price of our common stock and its trading volume are sometimes unknown, in general the market price of our common stock may be significantly impacted by many factors, including, but not limited to:

· Announcements of technological innovations or new commercial products by us or our competitors;

· Publicity regarding actual or potential clinical trial results relating to products under development by us or our competitors;

· Our financial results or that of our competitors;

· Announcements of licensing agreements, joint ventures, strategic alliances, and any other transaction that involves the sale or use of our technologies or competitive technologies;

· Developments and/or disputes concerning our patent or proprietary rights;

· Regulatory developments and product safety concerns;

· General stock trends in the biotechnology and pharmaceutical industry sectors;

· Economic trends and other external factors, including but not limited to, interest rate fluctuations, economic recession, inflation, foreign market trends, national crisis, and disasters; and

· Health care reimbursement reform and cost-containment measures implemented by government agencies.

These and other external factors have caused and may continue to cause the market price and demand for our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. The volatility of our common stock could cause you to lose a substantial portion of your investment if you purchased your shares at the higher end of the volatility.

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Our common stock is subject to penny stock regulation, which may affect its liquidity.

Our common stock is subject to regulations of the Securities and Exchange Commission (the "Commission") relating to the market for penny stocks. Penny stock, as defined by the Penny Stock Reform Act, is any equity security not traded on a national securities exchange or quoted on the Nasdaq National Market or SmallCap Market that has a market price of less than $5.00 per share. The penny stock regulations generally require that a disclosure schedule explaining the penny stock market and the risks associated therewith be delivered to purchasers of penny stocks and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors. The broker-dealer must make a suitability determination for each purchaser and receive the purchaser's written agreement prior to the sale. In addition, the broker-dealer must make certain mandated disclosures, including the actual sale or purchase price and actual bid offer qu otations, as well as the compensation to be received by the broker-dealer and certain associated persons. The regulations applicable to penny stocks may severely affect the market liquidity for our common stock and could limit your ability to sell your securities in the secondary market.

The exercise of outstanding options and warrants, the conversion of outstanding Series I convertible preferred stock and debt and the issuance of additional options, warrants, preferred stock and convertible debt may adversely affect our stock price and your percentage ownership.

Our success depends significantly upon proprietary technology.

We rely on a combination of intellectual property laws, licensing agreements, non-disclosure agreements and other contractual provisions to establish, maintain and protect our proprietary rights, all of which afford only limited protection. The Company has exclusive rights to use several patents and one patent pending for various cell lines and one prosthetic device. Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to infringe aspects of our products or services or to obtain and use information that we regard as proprietary. We will monitor the situation and, if warranted, we are ready to file a complaint and take whatever action we deem necessary to protect our intellectual property rights.

FORWARD-LOOKING STATEMENTS

Except for historical information, the information contained in this prospectus and in our reports filed with the SEC are "forward looking" statements about our expected future business and financial performance. These statements involve known and unknown risks, including, among others, risks resulting from economic and market conditions, the regulatory environment in which we operate, pricing pressures, accurately forecasting operating and capital expenditures and clinical trial costs, competitive activities, uncertainties of litigation and other business conditions, and are subject to uncertainties and assumptions contained elsewhere in this prospectus. We base our forward-looking statements on information currently available to us, and, in accordance with the requirements of federal securities laws, we will disclose to you material developments affecting such statements. Our actual operating results and financial performance may prove to be very different from what we have predict ed as of the date of this prospectus due to certain risks and uncertainties. The risks described above in the section entitled "Risk Factors" specifically address some of the factors that may affect our future operating results and financial performance

USE OF PROCEEDS

We will not receive proceeds from the resale of our common stock by the selling stockholder. We may receive proceeds from the exercise of the warrants held by the selling stockholders, although some warrants may be exercised on a cashless basis. We intend to use any of the proceeds received from the exercise of warrants held by the selling stockholders for working capital purposes. Pending the use of any such proceeds, we intend to invest these funds in short-term, interest bearing investment-grade securities.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the OTC Bulletin Board under the symbol MUCL.OB. Our stock is considered penny stock and is, therefore, subject to the Securities Enforcement Remedies and Penny Stock Reform Act of 1990. Penny stock is defined as any equity security not traded on a national stock exchange or quoted on NASDAQ and that has a market price of less than $5.00 per share. Additional disclosure is required in connection with any trades involving a stock defined as a penny stock (subject to certain exceptions); including the delivery, prior to any such transaction, of a disclosure schedule explaining the penny stock market and the associated risks. Broker-dealers who recommend such low-priced securities to persons other than established customers and accredited investors satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchase and receive the purchaser's written consent prior to the transaction.

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The table below gives the range of high and low bid prices of our common stock for the fiscal years ended November 30, 2004 and November 30, 2003 based on information provided by the OTC Bulletin Board. Such over-the-counter market quotations reflect inter-dealer prices, without mark-up, mark-down or commissions and may not necessarily represent actual transactions or a liquid trading market.

Fiscal Year Ended November 30, 2005
	High	Low
First quarter	$.47	$.15
Second quarter (through April 30, 2005)	$.44	$.15
Fiscal Year Ended November 30, 2004
	High	Low
First quarter	$.74	$.49
Second quarter	$.56	$.27
Third quarter	$.33	$.19
Fourth quarter	$.27	$.18

Fiscal Year Ended November 30, 2003
	High	Low
First quarter	$.09	$.05
Second quarter	$.08	$.05
Third quarter	$.12	$.09
Fourth quarter	$1.16	$.09

No cash dividends have been paid on our common stock for the 2003 and 2004 fiscal years, nor during the three month period ended February 28, 2005, and no change of this policy is under consideration by the Board of Directors.

The payment of cash dividends in the future will be determined by the Board of Directors in light of conditions then existing, including our Company's earnings, financial requirements, and opportunities for reinvesting earnings, business conditions, and other factors. There are otherwise no restrictions on the payment of dividends. The number of shareholders of record of our Company's Common Stock on March 23, 2005 was 1256.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

DESCRIPTION OF BUSINESS

About MultiCell Technologies, Inc.

MultiCell Technologies, Inc., (MultiCell) was incorporated in Delaware on April 28, 1970 as "Exten Ventures, Inc". It operates two subsidiaries, MCT Rhode Island Corp. ("MCT") and Xenogenics Corporation ("Xenogenics"). As used herein, the "Company" refers to MultiCell, together with MCT and Xenogenics. Effective April 1, 2004, we changed our name from Exten Industries, Inc. to MultiCell Technologies, Inc. Our principal offices are at 701 George Washington Highway, Lincoln, RI 02865, (401) 333-0610.

We are a global leader in producing immortalized human liver cells (hepatocytes). Our intellectual property portfolio positions us as a leader in the creation of highly functional, immortalized, non-tumorigenic human hepatocyte cell lines. Our proprietary human cell lines are ideal for developing highly predictive, high throughput drug discovery assays and enable innovative clinical approaches for treating a variety of liver-related diseases. We believe we are unique due to our understanding of the function, engineering and culturing of liver cells.

We believe we are differentiated by: 1) our understanding of the function and manipulation of the liver cell and 2) our understanding of stem cells, cell therapy and cell transplantation. Our intellectual property portfolio positions us for use of non-tumorgenic immortalized mammalian hepatocytes for treating liver disease. We have established a worldwide reputation as a source of licensed immortalized liver cell lines. The Company is developing cell-related technologies and products to treat a variety of liver diseases and has identified four clinically relevant applications for its cell-based products:

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· Drug Discovery - High throughput screening assays for drug discovery, lead optimization, and pharmacogenomic studies;

· Stem cells and cell transplantation to treat metabolic liver deficiencies;

· Cellular component of liver assist devices used to treat patients suffering from acute and chronic liver failure; and

· Production of natural therapeutic plasma proteins.

Merger

An agreement of merger between Exten Industries, Inc. (parent) and MultiCell Technologies, Inc (subsidiary) was entered into on March 20, 2004. From and after the effective time, the separate existence of the subsidiary ceased and all its assets, property, rights and powers, as well as all debts due it, were transferred to and vested in the parent as the surviving corporation. The name by which the surviving corporation is known is MultiCell Technologies, Inc.

Hepatocytes

According to a Bain and Company study, it costs approximately $1.7 billion to discover, test and launch a new drug. In spite of this large investment of time, effort and money, drugs continue to be withdrawn from human clinical trials and the commercial market. Bain and Company estimate that failures or U.S. Federal Drug Administration ("FDA") rejections of new drug applications due to unanticipated toxicity and/or drug-drug interactions costs the pharmaceutical industry about $2 billion each year. According to the FDA, a ten percent improvement in predicting failures before clinical trials could save a pharmaceutical company $100 million in development costs per drug.

Most drugs that enter the body are metabolized by liver cells called hepatocytes. Unfortunately, the overall disposition of the drug may vary from patient to patient because of genetic and environmental factors. These factors affect drug metabolism and drug transport and may lead to unforeseen adverse drug reactions and/or altered metabolism and clearance of the drug itself.

There is an urgent need for highly predictive, high-throughput cell-based models to identify the impact of genetics on what the body does to the drug and what the drug does to the body. Although primary human hepatocytes are used to screen for potential toxicities and drug-drug interactions, their expense, limited supply, variable quality, and rapid loss of functions in culture may prohibit the routine use of these cells during the early stages of drug development.

MultiCell's immortalized human hepatocyte cell lines have demonstrated the ability to replace the continuous need for primary cells for many absorption, distribution, metabolism, excretion and toxicity (ADME/tox) applications. Expanded from our cell banks, our cell lines have significant cost and quality control advantages over primary cell sources. Our proprietary hepatic cell lines radically differ from other liver cell lines in that they are non-tumorigenic yet regenerate while maintaining liver function. A prolific cell without liver function is of little value. Our cell lines provide a consistent and functional resource for drug discovery and toxicology research, and can also be clinically utilized for cell-based therapies to supplement liver function and regeneration.

The Company is developing new cell lines to better model the impact of genetic differences on drug disposition. We envision that validated cell lines will be incorporated into medium-to-high throughput assays to economically and rapidly identify potential adverse drug reactions prior to expensive clinical studies.

Liver Stem Cell and Other Stem Cell Programs

In December 2003, we acquired the exclusive worldwide rights to US Patent # 6,129,911, for Liver Stem Cells. This patent, which was filed by the Company's Senior Vice President and Chief Science Officer Dr. Ronald Faris, involved methods for the identification and extraction of stem cells from adult liver tissue.

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Stem cells have two overall characteristics:
·	Cells developed from stem cells produce all the kinds of mature cells making up the particular organ or tissue; and
·	They are multi- or pluripotent and self renew- that is, other cells developed from stem cells are themselves new stem cells.

Stem cells are known to or thought to exist for many systems of the human body, including the blood and immune system, cardiovascular, the central and peripheral nervous systems and the liver, pancreas endocrine, and the skin systems. These cells are responsible for organ regeneration during normal cell replacement or after trauma to a specific organ.

It is our goal to obtain broad patent protection on liver stem cell technology followed by diversification into other stem cell fields such as cardiovascular and pancreatic stem cell technologies. We continue to advance our internal research programs to characterize the liver stem and/or progenitor cells. Liver stem cells may be useful in the treatment of diseases such as hepatitis, liver failure, blood-clotting disorder, cirrhosis of the liver and liver cancer. Our adult stem cell (ASCs) technology has two distinct advantages over embryonic stem cells (ESCs): (1) it has a non-fetal origin and, therefore, is less or non-controversial, and (2) it has no animal protein contamination.

Liver Assist Device

Xenogenics, our majority-owned (56.4%) subsidiary, owns all of the rights to the Sybiol® synthetic bio-liver device, for which a United States patent (patent # 6,858,146) has been issued. The Sybiol "artificial liver" is intended to act as a substitute liver for a patient whose own liver is healing from injury or disease or for use as an artificial liver "bridge" for transplant patients awaiting a donor organ. The device may also be used to assist and improve the quality of life for patients with chronic liver disease or episodic liver trauma. The key to our device, or other devices attempting to gain approval, is the functionality of the cells. The Company plans to use its proprietary immortalized human hepatocytes in the Sybiol device. The Company will need to demonstrate sufficient process controls to meet strict standards for a complex medical system. This means the cell production facility will need to meet the same standards as those pertaining to a pharmaceutical compa ny. The cells may be produced in our own facility, or by a manufacturing partner with the requisite skills and equipment that meets FDA requirements. Both the device and the cells will require FDA approval. In view of the Company's focus on improving its cell lines, the Company has not yet developed a plan to initiate clinical trials for the Sybiol device with the FDA.

Xenogenics has not generated any revenues. We currently estimate that we will need approximately $500,000 to $750,000 to validate the Sybiol through large animal testing.

Xenogenics is currently owned as follows:

MultiCell Technologies, Inc.	56.4%
Kestrel Equity Partners, Ltd.	21.7%
Jack Schaps	12.5%
W. Gerald Newmin	8.0%
Others	1.4%
Total	100.0%

Biopharmaceutical Background

Our technology offers potentially significant competitive advantages in the development and commercialization of products. MultiCell's liver cell technology can be used to produce biopharmaceutical products that may demonstrate enhanced biological properties and prove to be potentially more efficacious and less toxic than products derived from other cell production systems. The technology may be well suited for the production of certain human viruses that cannot be produced efficiently at present using alternative technologies. From a production perspective, our technology offers the ability to manufacture biopharmaceutical products in large volumes, which may speed the production process and reduce manufacturing costs.

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Biopharmaceutical products are therapeutic products produced by means of biological production systems. Bacteria and yeast were initially used to produce the first generation of human biopharmaceutical products. The first available human cell-based production systems employed human cells that spontaneously acquired the ability to divide for finite periods of time. These include the MRC-5 and WI-38 cell lines, which were both created from human lung tissue. These cell lines have been successfully used to produce a number of human vaccines (rubella, mumps, measles, rabies and hepatitis A). The latest state-of-the-art technology encompasses the use of human immortalized cells. Normal human cells that are purposely engineered to grow indefinitely in culture. The immortalized cell and its progeny are called a "cell line." To our knowledge four such cell lines have been created: MultiCell liver cell e.g. Fa2N-4, PER.C6, 293 and 911, all of which have been used for research and development of vaccines, antibodies and proteins. In addition, various animal derived cell lines are used for proteins (e.g. CHO) and vaccines (e.g. MDCK, VERO).

We believe that our technology provides a unique manufacturing system that consists of a human cell line that can be used to produce a variety of biopharmaceutical products. We developed the MultiCell liver cell technology from a single source of healthy, human liver cells in a documented manner. The cell line has been successfully adapted to grow without the need for serum supplementation. There are two areas in which our technology can be used currently:

Therapeutic Proteins: MultiCell's technology can be used as a production system for developing and manufacturing antibodies or proteins by inserting DNA encoding for a particular protein into liver cells. These modified liver cells will grow further and secrete the desired antibody or protein, which can then be used for pre-clinical research or developed for therapeutic proteins.

Unique Liver Proteins: A number of therapeutic plasma proteins are naturally made and secreted by mammalian hepatocytes. The Company's immortalized hepatocytes are producing several therapeutic proteins in culture that have immediate value in the commercial markets. A partial list of these proteins includes albumin, alpha one antitrypsin, blood clotting factors, and transferrin. Several of these proteins require liver specific processing for full biological activity. The Company believes that it will be able to "scale-up" production of its cell lines.

We believe that our technology has the following key advantages over current bio-manufacturing systems:

· Human-based. We believe that antibody and protein products based on the human-based liver cell technology will demonstrate enhanced biological properties making them potentially more efficacious.

· High Yields. MultiCell's technology potentially offers a system for high yield, large-scale biopharmaceutical product production with proper posttranslational modification.

· Scalability in Serum-free Conditions. MultiCell's cells can be cultured in its proprietary serum-free medium. The use of a serum-free medium also offers the potential to significantly improve the purification of biopharmaceuticals produced using our technology. The absence of animal proteins will also accelerate regulatory approval.

About Our Revenues

In August 2003, we signed an exclusive manufacturing and distribution license agreement for two of our cell lines with XenoTech, LLC. The agreement is for seven years with minimum royalties of $18 million due the Company in order for XenoTech to maintain exclusivity. XenoTech was founded in 1994 by Andrew Parkinson, Ph.D. to study drug metabolism. XenoTech provides products and contract research services to optimize discovery, development and approval of new drugs and has an established sales and marketing organization to the global pharmaceutical industry.

In January 2003, we signed a 15-year non-exclusive license agreement with Pfizer, Inc. for further research use of our two cell lines. Under terms of the license agreement, Pfizer may utilize the two cell lines for internal research purposes. On each fifth anniversary of the license agreement, Pfizer must pay a non-refundable license renewal fee of $1,000.

Our research and development has also been funded by the National Institute of Health ("NIH"), Small Business Innovative Research ("SBIR") and other grants, as well as direct investment.

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Patents and Proprietary Technology

Our success depends in part, on intellectual property protection and the ability of our licensees to preserve those rights.

We rely on certain licenses granted to us by Rhode Island Hospital and others. We also rely on trade secrets and proprietary know how unprotected by patents, that we protect, in part, by confidentiality agreements. It is our policy to require our employees, board of directors, consultants, licensees, outside contractors and collaborators, scientific advisory board members and other advisors to execute confidentiality agreements upon the commencement of their relationships with us. These agreements provide that all confidential information made known to the individual in the course of the individual's relationship with the Company be kept as confidential and not be disclosed to third parties except in specific limited and agreed upon circumstances. We also require signed confidentiality or material transfer agreements from any company that is to receive our confidential information. In the case of employees, consultants and contractors, the agreements generally provide that all inventi ons conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of the Company. There can be no guarantee that these agreements will not be violated or that we would have adequate remedies for such violation or that our trade secrets or proprietary know-how will not become known by or independently developed by competitors.

Any proprietary protection that our Company can obtain and maintain will be important to our business. The Company has an exclusive, long-term license agreement with Rhode Island Hospital for use of the following patents owned by the hospital related to liver cell lines and Liver Assist Devices (LADs):

US Patent #6,017,760, Isolation and Culture of Porcine Hepatocytes, expires October 9, 2015;

US Patent #6,107,043, Immortalized Hepatocytes, expires February 8, 2019;

US Patent #5,043,260, Perfusion Device for Hepatocytes, expires August 27, 2008;

US Patent #4,795,459, Implantable Prosthetic Device (Endothelial) expires January 3, 2006;

US Patent #6,129,911, Liver Stem Cell, expires October 10, 2017;

US Patent # 6,858,146 Artificial Liver Apparatus and Method (Sybiol), expires on February 20, 2019; and     

US Patent # 6,872,389 Liver Stem Cell expires on July 8, 2019.

If we generate revenues and pay royalties, the annual license fee structure does not apply. Our agreement provides that we would pay a 5% royalty until we pay Rhode Island Hospital an aggregate of $550,000. After that, the royalty percentage decreases to 2% for the life of the patents.

On November 3, 2003, Xenogenics was notified by the United States Patent and Trademark Office that its patent application for an "Artificial Liver Apparatus And Method", the Sybiol® Synthetic Bio-Liver Device, will be allowed. United States patent 6,858,146 was issued in 205. The Sybiol® trademark is registered in the United States Patent and Trademark Office, number 2,048,080.

In December 2003, we acquired the exclusive worldwide rights to US Patent # 6129911, for Liver Stem Cells from Rhode Island Hospital. We agreed to pay an annual license fee of $20,000 for the first three years of the agreement and $10,000 per annum thereafter until a product is developed. Once a product is developed, if ever, the annual license fee will end and we will pay Rhode Island Hospital a 5% royalty on net sales of any product we sell covered by the patent until we pay an aggregate of $550,000 in royalties and a 2% royalty thereafter until the expiration of the patent.

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Need for Government Approval

The use of immortalized hepatocytes for drug discovery purposes does not require FDA approval. However, some of our products will be subject to regulation in the United States by the FDA and by comparable regulatory authorities in foreign jurisdictions. The Sybiol synthetic bio-liver device will be classified as a "biologic" regulated under the Public Health Service Act and the Food, Drug and Cosmetic Act. The use of human immortalized liver cells for this application will also be regulated by the FDA. Development of a therapeutic product for human use is a multi-step process. First, animal and in vitro testing must establish the potential safety and efficacy of the experimental product for a given disease. Once the product is found to be reasonably safe and potentially efficacious in animals, suggesting that human testing would be appropriate, an Investigational New Drug ("IND") application is submitted to the FDA. FDA approval, which may in some circumstances involve substantia l delays, is necessary before commencing clinical investigations in humans. Clinical investigations can take many years. We have not yet begun the regulatory approval process for our Sybiol® biosynthetic liver device with the FDA. We may, when adequate funding and resources are available, begin the approval process. If we are able to validate the device design, then we currently plan to find a partner to take the project forward. Before human studies may begin, the cells provided for the system will be subjected to the same scrutiny as the Sybiol device. We will need to demonstrate sufficient process controls to meet strict standards for a complex medical system. This means the cell production facility will need to meet the same Good Manufacturing Practice ("GMP") standards as those pertaining to a pharmaceutical company.

Research and Development

In fiscal year 2004, our Company spent $804,761 on improving the function of our cell lines. Product development costs during fiscal year 2003 were $482,309. These efforts have been towards improving the functionality of our immortalized hepatocytes, introducing products utilizing these cells and expanding our intellectual property base. Improvements in the function of our immortalized hepatocytes will open more markets and expand the usage in the current markets for our cells.

Competition

We are engaged in businesses characterized by extensive research efforts, rapid technological change and intense competition. A number of companies are pursuing the development of immortalized liver cells, adult stem cells, artificial liver devices and protein production.

Hepatocytes

There appears to be only one non-academic competitor in the immortalized hepatocyte business, and none in the non-tumorigenic immortalized hepatocyte business.

Amphioxis Cell Technologies, Inc., which is focused on the sale of immortalized hepatocytes. The cells they are promoting are based on a cell line developed from a hepatoma (cancerous liver tumor).

Stem Cells

A number of companies are attempting to develop therapeutic products based on stem cells. Cell therapy, the use of cells in treatment of medical disorders, with or without traditional therapies, can be as simple as a blood transfusion or as exciting as the promise of stem cell transplants or therapies. The Company has a patent on a non-embryonic stem cell, which differentiates us from fetal stem cells that have been plagued by ethical and contamination issues. Human stem cells can develop and differentiate into all cells and tissues in the body. As such, they are a potential source for the manufacture of replacement cells and tissues for organ repair applications in chronic diseases.

Competition in the stem cell arena ranges from academic institutions to public companies in a variety of stem cell areas. Some of the public and private companies include, but are not limited to the following:

Geron Corporation: Geron is focused on developing and commercializing therapeutic and diagnostic products for cancer based on a telomerase technology, and cell-based therapeutics using human embryonic stem cell technology. Telomerase is an enzyme that is expressed in nearly all cancer cells, but not in most normal cells. Geron's goal is to kill cancer cells in which telomerase is abnormally expressed by inhibiting or targeting telomerase, and to diagnose cancer by measuring telomerase activity.

Cryo-Cell International, Inc.: Cryo-Cell is primarily focused on the processing and cryopreservation of umbilical cord (U-Cord®) stem cells for family use.

StemCells, Inc.: Stem Cells is engaged in the discovery and development of adult stem cells to treat diseases of, or injury to, the central nervous system (CNS), liver and pancreas. The company is among the most advanced in pursuing stem cell therapies, and uses a proven search engine to isolate rare stem cells (cells that can produce all of the types of mature cells of an organ and can also self-renew) and progenitor cells (cells that come from stem cells, can still produce one or more types of mature cells in an organ, but do not self renew) from human tissues. To date, StemCells has found the human neural stem cell and has filed patent applications on candidate human liver- and pancreas-derived cells.

PharmaFrontiers Corp.: PharmaFrontiers is a commercialization driven biotechnology company that develops autologous cellular therapies for the treatment of multiple sclerosis, congestive heart failure and diabetes. The company is focused on autologous cellular therapy applications based on its proprietary stem cell and T-cell vaccination technologies.

Aastrom Biosciences: Aastrom is developing and commercializing proprietary adult bone marrow stem cell based products for regenerative medicine.

Vesta Therapeutics Inc.: Vesta develops cell therapeutics for liver repair and regeneration. The company's technology is centered on the isolation, expansion, and cryopreservation of liver cells (human hepatocytes) obtained from organ donor livers that are not suitable for whole organ transplantation.

Liver Assist Devices

Competitors in various stages of development of liver assist devices include:

Gambro: Gambro acquired the business of Teraklin AG, Germany, and is expanding its intensive care business into the extracorporeal treatments for liver support. Teraklin develops, manufactures and markets a liver filtering system utilizing albumin to remove toxic substances for the treatment of acute liver failure. Teraklin's product line will be integrated into Gambro Renal Products' renal intensive care business. The system would appear to have use in critically ill patients as a bridge to transplantation.

Arbios Systems, Inc.: Arbios is a biomedical device company that, through its wholly-owned subsidiary, Arbios Technologies, Inc., is engaged in the discovery, acquisition and development of proprietary liver assist devices and new technologies useful in the diagnosis and treatment of acute liver failure. Arbios' products in development include SEPET^TM, a novel blood purification therapy employing selective plasma filtration therapy, HepatAssist-2^TM, a bioartificial liver based on technology acquired from Circe Biomedical, Inc., and LIVERAID^TM, a bioartificial liver in which liver cell therapy and sorbent-based hemodiafiltration are integrated in the company's proprietary three-compartment cartridge with fiber-in-fiber geometry.

Hepalife, Inc.: Hepalife is a Canadian firm that is developing, under a recently extended research contract, a porcine cell line that it believes will have application in a liver assist device. They do not have a commercially available product.

Vital Therapies, Inc.: (formerly Hepatix and VitaGen): VitaGen was acquired by Vital Therapies, Inc. after declaring bankruptcy. We believe they hope to restart their clinical trial program at some point in the future.

In Europe, Braun Inc. has demonstrated interest in supporting the development of a complicated and sophisticated hollow fiber device, which has already been used to treat two patients.

To our knowledge, there is no approved affordable mass produced live-cell bio-artificial liver device currently available on the global market. Our device is intended to closely replicate human liver functions and not just to function as a blood-cleaning device. We believe that the differences in design between existing products and the Sybiol device will result in the Sybiol device, should it receive FDA approval, achieving substantial commercial success.

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Therapeutic Proteins: There are numerous companies utilizing recombinant technology to produce therapeutic proteins, including but not limited to, Baxter, Amgen, and Genentech; however, only two companies have recently introduced novel technology to scale up protein production. These Companies are:

CruCell: Crucell has developed three proprietary technologies to develop a range of biological products, or "biologics". These include (1) PER.C6® technology, which uses a human cell line for the production and large scale manufacturing of recombinant proteins and vaccines, (2) AdVac® technology, which is used with PER.C6® technology to develop novel recombinant vaccines, and (3) MAbstract® technology, for isolation of target-specific antibodies. Each technology has proven to be highly versatile and can be used in diverse fields of biomedicine. Within Crucell, these technologies are utilized to discover, develop and produce vaccines and antibodies for the prevention and treatment of infectious diseases.

GlycoFi: GlycoFi has engineered a variety of different yeast strains, each producing proteins with one specific pattern of glycosylation. Certain protein glycoforms are known to confer greater therapeutic efficacy than others. Once the proper glycoform of a protein has been isolated and validated, the same strain that produced the protein in research quantities can be used in a large-scale production process. This is a novel, yet unproven, technology.

Employees

As of March 23, 2005 we had eight full-time employees and two part-time employees.

DESCRIPTION OF PROPERTY

On April 6, 2005, the Company entered into a three-year sublease agreement for new research and administrative facilities. Basic rental commitments under the sublease agreement are $94,724, $100,296 and $105,868, respectively. The sublease agreement also provides for an optional three-year renewal period.

Real Estate Held for Sale

The Company owns a parcel of undeveloped land near the Grand Canyon. The land was originally purchased in February 1992 for $1,654,000. During the fiscal year ended November 30, 1995, the Company tested the land for impairment and expensed all but the remaining fair market value of $47,200. The Company is currently in arrears on property taxes and interest in the amount of $177,000. A tax sale for property taxes is pending and as management has been unable to obtain an appraisal of the fair market value of the land, no decision has been made as to whether to pay the taxes in arrears. Real estate held for sale is included in other assets and unpaid property taxes are included in accrued expenses.

MANAGEMENT'S DISCUSSION AND ANALYSIS

This Registration Statement contains forward-looking statements that involve risks and uncertainties. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including, but not limited to, our ability to complete and fund our research and development. Our actual results may differ significantly from the results discussed in the forward-looking statements.

Overview

MultiCell Technologies, Inc. (the "Company") (OTCBB-MUCL) is a global leader in producing immortalized human liver cells (hepatocytes). Based on our liver technology, the Company intends to develop therapeutic products for the treatment of liver disease and other diseases.

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In August 2003, MultiCell signed an exclusive sales, manufacture and distribution agreement for the use of two of its cell lines by XenoTech, an unrelated party. The agreement, which is for a term of seven years, required XenoTech to make an initial non-refundable payment of $800,000 to MultiCell in August 2003. This payment represented consideration for and a guarantee of Nosan's (XenoTech's distributor) right of first negotiation for distribution rights for the Asia Pacific Rim, should MultiCell successfully complete the development of its cell lines for the production of proteins, other cellular constituents and or drug-like molecules. Additional consideration under the August 2003 agreement included a $700,000 royalty prepayment. This prepayment was an advance against the minimum royalty payment of $800,000 for the first royalty period, which was 16 months, culminating on November 30, 2004. The subsequent 5 royalty periods will be 12 months and the last royalty period will be 8 months. XenoTech must bear all the costs for its manufacturing and sales activities and make specified minimum periodic royalty payments that total $18 million over the 7 year term of the agreement to maintain distribution exclusivity. The agreement requires XenoTech to make royalty payments to MultiCell of 17.5% of net sales for the direct sale of its cells and 34% of net sales derived from any sublicense agreement. The Company did not recognize revenue based on the $2.1 million minimum royalty amount for the current fiscal year, as the agreement requires such minimums to be paid by XenoTech as a condition of their exclusivity. As XenoTech could elect not to pay this amount and thereby lose exclusivity, the Company has not recognized revenues based on the minimum royalties. To date XenoTech's revenues have not approached the level required to meet the minimum royalty payments as defined in the agreement. It is the Company's belief that the collectibility of such min imum amount is not reasonably assured. As a result, the Company has only recognized royalties based on the XenoTech's actual sales for the period.

XenoTech has distribution agreements with numerous companies for a variety of pharmaceutical and laboratory products and also performs contract research for pharmaceutical companies. These services position XenoTech to distribute our cell lines. They utilize direct sales presentations, telemarketing, and direct mail to promote and sell our cells. Additionally, since XenoTech has a number of respected scientists and have developed compelling efficacy data for our cells, they frequently give presentations at conferences that help develop sales leads.

Even with the agreement with XenoTech, we have operated and will continue to operate by minimizing expenses. Our largest expenses relate to personnel and meeting the legal and reporting requirements of being a public company. By utilizing consultants whenever possible, and asking employees to manage multiple responsibilities, operating costs are kept low. Additionally, a number of employees and our Board of Directors receive Company stock in lieu of cash as all or part of their compensation to help in the effort to minimize monthly cash flow.

We intend to gradually add scientific and support personnel. We want to add specialists for our key research areas. These strategic additions will help us expand our product offerings leading us to additional revenues and profits. Of course as revenues increase, administrative personnel will be necessary to meet the added workload. Other expenses, such as sales and customer service, will increase commensurate with increased revenues. The Company's current research and development efforts focus on development of future cell line products and redesign of existing products. Due to the ongoing nature of this research, we are unable to ascertain with certainty the total estimated completion dates and costs associated with this research. As with any research efforts, there is uncertainty and risk associated with whether these efforts will produce results in a timely manner so as to enhance the Company's market position. Company sponsored research and development costs related to future pro ducts and redesign of present products is expensed as incurred. For the years ended November 30, 2004 and 2003, research and development costs were $804,761 and $482,309, respectively. Research and development costs are expensed as incurred and include such costs as salaries, employee benefits, costs determined utilizing the Black-Scholes option-pricing model for options issued to the Scientific Advisory Board, and supplies.

The Application of Critical Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Research and Development - Company sponsored research and development costs related to future products and redesign of present products are expensed as incurred. Such costs are offset by proceeds from research grants.

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License Agreements - Costs incurred to obtain license agreements are capitalized and amortized on a straight-line basis over the term of the respective agreement.

Revenue Recognition - The Company's revenues have been generated primarily from contractual research activities and royalties on the license for the sale of cells through its sale and distribution agreement with XenoTech LLC ("XenoTech") (see Note 6 in the Audited Financial Statements and Note 1 in the Unaudited Condensed Consolidated Financial Statements). Management believes such sources of revenue will be part of the Company's ongoing operations. The Company applies the guidance provided by SEC Staff Accounting Bulletin Topic 13, "Revenue Recognition" ("Topic 13"). Under the provisions of Topic 13, the Company recognizes revenue from commercial and government research agreements as services are performed, provided a contractual arrangement exists, the contract price is fixed or determinable and the collection of the contracted amounts is reasonably assured. In situations where the Company receives payment in advance of the performance of services, such amounts are deferred and recogni zed as revenue as the related services are performed. Deferred revenues associated with services expected to be performed within the 12 - month period subsequent to the balance sheet date are classified as a current liability. Deferred revenues associated with services expected to be performed at a later date are classified as non-current liabilities.

Revenues under the XenoTech agreement commencing December 1, 2004 are being recognized based on the agreement's royalty percentage applied to XenoTech's actual sales for the period. The Company did not recognize revenue based on the $2.1 million minimum royalty amount for the current fiscal year, as the agreement requires such minimums to be paid by XenoTech as a condition of their exclusivity. As XenoTech could elect not to pay this amount and thereby lose exclusivity, the Company has not recognized revenues based on the minimum royalties.

Stock-Based Compensation - Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation" provides for the use of a fair value based method of accounting for stock-based compensation. However, SFAS 123 has allowed an entity to continue to measure compensation costs related to stock and stock options issued to employees using the intrinsic value method of accounting prescribed by Accounting Principles Board Opinion No. 25 ("APB 25"), "Accounting for Stock issued to Employees." Entities electing to continue to use the intrinsic value method must make pro forma disclosures of net income or loss and earnings or loss per share as if a fair value method of accounting had been applied. The Company has elected to continue to account for its stock-based compensation to employees under APB 25. In accordance with the provisions of SFAS 123, all other issuances of common stock, stock options, warrants or other equ ity instruments to employees and non-employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). Generally, the fair value of any options, warrant or similar equity instruments issued have been estimated based on the Black-Scholes option pricing model. SFAS123 has been significantly revised as explained below and the Company will be required to use a fair value method for all of its stock options issued to employees, commencing March 1, 2007.

Long-Lived Assets - Long-lived assets that do not have indefinite lives, such as property and equipment and license agreements, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment losses are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses for assets to be held and used are then measured based on the excess, if any, of the carrying amounts of the assets over their fair values. Long-lived assets to be disposed of in a manner that meets certain criteria are stated at the lower of their carrying amounts or fair values less costs to sell and are no longer depreciated.

RECENT ACCOUNTING PRONOUCEMENTS

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150"). SFAS 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. SFAS 150 was effective for interim periods beginning after June 15, 2003. The Company does not believe this accounting pronouncement will have a material impact on the financial statements for fiscal 2005.

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In December 2004, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards No.123(R) ("SFAS 123R), "Share Based Payments", which amends SFAS 123 and will be effective for public companies that are small business filers for annual periods beginning after December 15, 2005. The new standard will require us to expense employee stock options and other share-based payments. The FASB believes the use of a binomial lattice model for option valuation is capable of more fully reflecting certain characteristics of employee share options compared to the Black-Scholes options pricing model. The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified prospective transition method or the modified retrospective transition method. We are currently evaluating how we will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will have on our financial position and results of operations.

In December 2004, the FASB issued SFAS No. 153 "Exchange of Non-monetary Assets, an amendment of APB Opinion No. 29". The guidance in Accounting Principles Board Opinion No. 29, "Accounting for Non-monetary Transactions" ("APB 29") is based on the principle that exchanges of non-monetary assets should be measured based on the fair value of assets exchanged. The guidance in APB 29, however, included certain exceptions to that principle. SFAS 153 amends APB 29 to eliminate the exception for non-monetary exchanges of similar productive assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for non-monetary exchanges occurring in fiscal periods beginning after June 15, 2005. The adoption of SFAS 153 is not expected to have a material impact on our financial position and results of operations.

Results of Operations.

The following discussion is included to describe our consolidated financial position and results of operations. The condensed consolidated financial statements and notes thereto herein and the consolidated financial statements and notes thereto in our audited financial statements for the year ended November 30, 2004, contain detailed information that should be referred to in conjunction with this discussion.

Year Ended November 30, 2004, Compared to Year Ended November 30, 2003

Revenue. Total revenue increased to $759,925 for the fiscal year ended November 30, 2004 compared to $365,166 for the fiscal year ended November 30, 2003. The 2004 revenues are attributable primarily to the $800,000 license fee that is being recognized over the seven-year agreement period and the $800,000 minimum royalty recognized as royalty revenue over the 16-month period from the inception of the license and distribution agreement with XenoTech in August 2003. We have negotiated a license agreement with Pfizer allowing them to continue to use our cell lines for research now that the collaborative research project that took place in 2002 has been completed that also generated revenues in 2004 and 2003.

Operating Expenses. Total operating expenses increased to $2,750,146 for the fiscal year ended November 30, 2004, from $1,973,887 for the fiscal year ended November 30, 2003, representing an increase of $776,259. Research and development expenses increased in fiscal year 2004 by $322,452, primarily attributable to an increase in research activity, reduced by grant proceeds of $103,058, and the Company issuance of options to purchase 900,000 shares of the Company's common stock to its Scientific Advisory Board that had a fair value of $192,763. Selling, general and administrative expenses increased by $450,455 in the fiscal year 2004, primarily attributable to the cost associated with the issuance of stock purchase warrants and options to the Board of Directors and for other consulting services. Depreciation and amortization did not change materially in fiscal year 2004 from 2003.

Other Income (Expense). Interest expense for the fiscal year ended November 30, 2004 was $85,950, which represents a decrease of $119,194 from the fiscal year ended November 30, 2003. Amortization of debt discount for the year ended November 30, 2004 was $60,368, representing a decrease of $190,983 from the fiscal year ended November 30, 2003. These decreases were attributable to a reduction in the outstanding debt through payments and conversions of convertible notes and accrued interest into the Company's common stock. Interest income for the fiscal year ended November 30, 2004 was $59,141 as compared to $63,971 in the prior fiscal year.

Net loss. Net loss for the fiscal year ended November 30, 2004, was $1,738,996 compared to a net loss of $1,984,053 for the prior year, representing a decrease in net loss of $245,057. The decrease in the net loss for the fiscal year ended November 30, 2004 was attributable to an increase in revenue, and the recognition of a reversal of a note receivable valuation allowance in the amount of $305,000, offset by an increase in research and development expenses and the costs of the issuance of stock purchase warrants and options to the Board of Directors and for financial consulting services. The net loss applicable to common stockholders for the fiscal year ended November 30, 2004 included a one-time non-cash charge of $1,721,144 due to the beneficial conversion feature attributable to the difference between the purchase price and the fair value of the common stock to which the Series I preferred stock issued in July 2004 is convertible.

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Quarter Ended February 28, 2005 Compared to the Quarter Ended February 29, 2004

Revenue. Total revenue for the three months ended February 28, 2005 was $41,822 as compared to revenue of $181,874 for the same quarter in the prior fiscal year, a decrease of $140,052. In the comparable quarter of the prior year $131,250 was recognized as amortization of the $700,000 royalty prepayment made by XenoTech for the first 16 month royalty period. This prepayment period ended November 30, 2004. Revenues under the XenoTech agreement commencing December 1, 2004 are being recognized based on the agreement's royalty percentage applied to XenoTech's actual sales for the period. The Company did not recognize revenue based on the $2.1 million minimum royalty amount for the current fiscal year, as the agreement requires such minimums to be paid by XenoTech as a condition of their exclusivity. As XenoTech could elect not to pay this amount and thereby lose exclusivity, the Company has not recognized revenues based on the minimum royalties. To date XenoTech's revenues have not approach ed the level required to meet the minimum royalty payments as defined in the agreement. It is the Company's belief that the collectibility of such minimum amount is not reasonably assured. As a result, the Company has only recognized royalties based on the XenoTech's actual sales for the period.

Operating Expenses. Total operating expenses for the three months ended February 28, 2005 were $732,151 representing a decrease of $101,362 as compared to the same quarter in the prior fiscal year. This decrease results from a decrease in research and development expenses as a result of the Company receiving $36,256 under the National Institute of Health grant. The grant was accounted for as an offset to research and development expenses for the period. Research and development expenses were also lower than the comparable period of the prior year as bonuses were not awarded during the current year to research and development personnel.

Other income/expense. Interest expense for the three months ended February 28, 2005 was $10,130, which represents a decrease of $12,383 over the same quarter in the prior fiscal year. This decrease was attributable to a reduction in the outstanding debt through payments and conversions of convertible notes and accrued interest into the Company's common stock. Interest income for the quarter ended February 28, 2005, was $10,225, as compared to $19,433 in the previous year's quarter. This decrease is attributable to the repayment of the 10% note receivable in January, 2005.

Net Loss. Net loss for the three months ended February 28, 2005, was $681,612 as compared to a net loss of $660,774 for the same quarter in the prior fiscal year, representing an increase in the net loss of $20,838. This increase in the net loss is primarily attributable to a decrease in revenue as described above, offset by a reduction in research and development costs for the period.

Liquidity and Capital Resources

The Company's cash needs have been managed primarily through the issuance of debt or equity instruments. During the fiscal year ended November 30, 2004, we had a net loss of $1,738,996. At November 30, 2004, we had cash of $1,311,879. As a result primarily of the inclusion of non-cash charges for consulting and services paid through the issuance of common stock and options and warrants with a fair value of $1,229,092 and depreciation and amortization of property and equipment and a license agreement of $169,739, net of the effects of deferred income of $654,349 recognized in revenue, our cash used in operating activities totaled $1,454,986. During the fiscal year ended November 30, 2004, we were able to issue preferred stock for aggregate proceeds, net of issuance costs of $1,714,149, make net repayments of loans of $202,500, convert other notes and accrued interest of $594,406 to common stock and receive proceeds of $215,710 from the exercise of options and warrants.

During the three months ended February 28, 2005, we had a net loss of $681,612. As a result of the inclusion of non-cash charges for services paid through the issuance of common stock, options and warrants with a fair value of $132,638: depreciation and amortization of equipment and improvements and amortization of a license agreement of $40,000, amortization of deferred compensation of $41,010, an increase in accounts payable and accrued expenses of $261,333, net of the effects of deferred income of $29,872 recognized in revenue, and an increase in other current assets of $30,928, our cash used in operating activities totaled $278,301. During the three months ended February 28, 2005, we were able to issue common stock for aggregate proceeds, net of issuance costs of $3,441,721, as further described below, convert other notes and accrued interest of $30,000 to common stock, receive proceeds of $200,000 from the exercise of options and warrants, and collect on a note receivable and relate d interest of $605,000.

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In February 2005, the Company completed a $4,000,000 private placement resulting in net proceeds of $3,441,721 in exchange for the issuance of 26,666,668 shares of common stock and related warrants as described in Note 5 to the Unaudited Condensed Consolidated Financial Statements included herein. This cash substantially improved the Company's liquidity position. As of February 28, 2005, the Company had a cash balance of $5,273,405 and working capital balance of $4,108,643, of which $119,486 is attributable to deferred income, which is included in current liabilities that arose from prepayment made by XenoTech under the license agreement that will be recognized in revenue over the term of the agreement. The Company is maintaining a conservative fiscal policy until it can ascertain whether the level of royalty payments meet or exceed the annual minimums. The Company intends to expand its research and product development activities and make strategic acquisitions of intellectua l property, products and/or companies that fit with our long-term business objectives, accordingly, the Company may need to raise additional capital in the future to fund these activities.

Research Agreements

In October 2002, MultiCell Technologies was awarded a Phase I Small Business Innovation Research (SBIR) grant from the National Institutes of Health to study the production of therapeutic plasma proteins by immortalized, non-tumorigenic human hepatocytes. The aim of the SBIR award is to compare the function of MultiCell's hepatocyte-derived products to recombinant and plasma-derived therapeutic plasma proteins. The grant is for $139,314 and was completed in December 2004.

Notes Payable

During fiscal year 2004, the Company received a total of $78,500 from convertible promissory notes with interest accruing at 10% per annum. The principal and interest are payable from three to five years after the inception of the notes. The lenders may convert the principal and any unpaid interest due into the Company's common stock. The conversion prices vary from $.10 to $.20 per share. Additionally, the Company issued common stock warrants to the lenders exercisable at $.10 per share. However, the Company did not increase additional paid-in capital based on the fair value of the warrants or reduce the carrying value of the convertible promissory notes payable, because at the time of issuance, the fair value of the warrants was immaterial.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The Directors and Executive Officers of the Company as of February 10, 2005 were:

Name	Age	Position	Date elected
W. Gerald Newmin	67	Co-Chairman, CEO, Treasurer, Secretary and Director	December 1,1995
Edward Sigmond	46	Director	May 17, 2000
Ann Randolph	58	Director	June 21, 2002
Thomas A. Page	72	Director	September 11, 2003
Stephen Chang	49	President and Director	June 16, 2004
Ronald A. Faris	52	Chief Science Officer, Senior Vice President	January 27, 2004
Janice D. DiPietro	48	Chief Financial Officer	July 9, 2004
Anthony J. Cataldo	54	Co-Chairman and Director	February 1, 2005

W. Gerald "Jerry" Newmin joined the Company in June 1995. He currently serves as the Co-Chairman, Chief Executive Officer, Treasurer and Secretary. Mr. Newmin is Chairman, Chief Executive Officer, President, Secretary and a director of Xenogenics, a partially-owned subsidiary, and Chairman, Chief Executive Officer, Secretary and director of MCT Rhode Island Corp, a wholly-owned subsidiary of the Company. He serves on the Board of Directors of San Diego Defcomm, a not-for-profit consortium of defense companies based in San Diego. Mr. Newmin has a Bachelor's degree in Accounting from Michigan State University.

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Anthony J. Cataldo has served as a director of the Company since February 2005. He was appointed Chairman of the Board of BrandPartners Group, Inc., a Delaware corporation, (OTC BB: BPTR) in October 2003 and currently serves as its Non-Executive Chairman. From May 2002 through November 2004, he served as Executive Chairman of Calypte Biomedical Corporation (AMEX: HIV) a publicly traded biotechnology company. From May 1999 through May 2002, Mr. Cataldo served as the Chief Executive Officer and Chairman of the Board of Directors of Miracle Entertainment, Inc., a Canadian film production company. From August 1995 to December 1998, Mr. Cataldo served as President and Chairman of the Board of Senetek, PLC, (OTC BB: SNTKY) a publicly traded biotechnology company involved in age-related therapies.

Edward Sigmond has served as a director of the Company since May 2000. He has been in sales, marketing and operations management for the past 20 years. Mr. Sigmond has served as president of Kestrel Holdings, Inc., a holding company, since its inception in 1997. Mr. Sigmond served as president of Kestrel Development, a Texas based real estate development company, from 1993 to 1998 when it was dissolved. He studied Marketing and Chemistry at Duquesne University.

Ann Ryder Randolph has served as a director of the Company since June 2002. Ms. Randolph currently serves as Chair of the Audit Committee of the Company. Ms. Randolph is an associate with Regent Partners, LLC, a merchant bank in La Jolla, CA. She also serves on the boards of Allylix, Inc., a private biotechnology company, serving as Chair of the Corporate Governance and Nominating Committee; the University of California, San Diego, Libraries; the American Liver Foundation in San Diego; and the Corporate Directors Forum (CDF). Ms. Randolph earned Bachelor and Master of Arts degrees in English from the University of Louisville, Kentucky, and a Certificate in Finance from the University of California, San Diego. She has been a perennial bioscience and business student at San Diego universities and organizations for the last 25 years.

Thomas A. Page has served as a director of the Company since September 2003. Mr. Page is Director Emeritus and former Chairman of the Board and CEO of Enova Corporation and San Diego Gas and Electric Company (now part of Sempra Energy). Mr. Page has been active in numerous industrial, community and governmental associations and has funded medical research. He is a director of the San Diego Regional Economic Development Corporation, Community National Bank, Sys Technologies and is an advisory director of Sorrento Ventures. Mr. Page earned a Bachelor of Science degree in civil engineering, a masters in industrial administration and was awarded a doctorate in management, all from Purdue University. He has been licensed as an engineer and as a certified public accountant (CPA). Mr. Page also serves on the University of California Presidents Council on the National Laboratories.

Ronald Faris, Ph.D. has been our Chief Science Officer since January 27, 2004. Dr. Faris joined the Company in May 2001 and served as President and Chief Science Officer of the MCT subsidiary until spring 2004. Dr. Faris is President and a director of MCT Rhode Island Corp. Prior to that, he consulted with the Company for two years. Dr. Faris recently worked as the Director of Pediatric Oncology Research at the Rhode Island Hospital, Providence Rhode Island and as an Associate Professor of Pediatrics and Pathology, Brown University. Dr. Faris received his Bachelor of Science degree in Biochemistry from Virginia Polytechnic Institute and State University and his Doctorate in Nutritional Toxicology/Biochemistry from Cornell University. He holds a patent on adult stem cells and has authored numerous publications related to hepatic research

Stephen Chang, Ph.D has served as a director of the Company since June 2004 and became President of the Company in February, 2005. Dr. Chang also is currently Chief Executive Officer of privately held Astral Therapeutics, a San Diego biotechnology company one day per week through May 10, 2005. Dr Chang is President of CURES, a coalition of patient advocates, biotechnology companies, pharmaceutical companies and venture capitalists dedicated to ensuring the safety, research and development of innovative life saving medications. Dr Chang is on the board of BIOCOM, San Diego's premier life sciences organization. Dr. Chang was chief science officer and vice president of Canji Inc./Schering Plough Research Institute in San Diego from 1998 to 2004. Dr. Chang earned his doctoral degree in Biological Chemistry, Molecular Biology and Biochemistry from the University of California, Irvine.

Dr. Janice D. DiPietro was appointed as our Chief Financial Officer in July 2004. Dr. DiPietro is Managing Partner of Tatum Partners and is responsible for the firm's practice in Boston and the New England area. Prior to joining Tatum Partners, Dr. DiPietro was Executive Vice President and Chief Financial Officer of NewDeal Inc, a Delaware company. Dr. DiPietro was also President of GreenPC, Inc., a wholly-owned subsidiary of NewDeal Inc. Prior to this, Dr. DiPietro founded JD Consulting and served as the firm's CEO for thirteen years, culminating in the successful sale of this practice. Dr. DiPietro graduated with honors from Bentley College and holds an MBA and Doctoral degree in Accounting from Boston University.

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Audit Committee and Financial Expert

The Company has an Audit Committee that oversees the Company's corporate accounting and financial reporting. Three directors comprise the Audit Committee: Ann Randolph (Chairman), Edward Sigmond and Thomas Page, a certified public accountant. The Board of Directors annually reviews the NASDAQ listing standards definition of independence for Audit Committee members and has determined that all members of the Company's Audit Committee are independent (as independence is currently defined in Rule 4350(d)(2)(A)(i) and (ii) of the NASDAQ listing standards. The Board of Directors has determined that Thomas Page qualifies as an "audit committee financial expert," as defined in the applicable SEC ruled. The board made a qualitative assessment of Mr. Page's level of knowledge and experience based on a number of factors, including his formal education and experience as a financial expert and his prior experience as a certified public accountant.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the compensation received for the fiscal years ended

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November 30, 2004, 2003, and 2002 for services rendered to the Company in all capacities by the Company's Chief Executive Officer and any officer with salary over $100,000 per year.

			Annual Compensation			Long Term Compensation Awards
Name and principal position		Year	Salary ($)	Bonus ($)	Other annual compensation ($)	Restricted stock award(s) ($)	Securities Options/SARs (#)
W. Gerald Newmin, Co-Chairman of the Board, Chief Executive Officer, President, Treasurer, Secretary and Director		2004 2003	-0- - -0-	-0- - -0-	$66,750 (1) $45,625(1)	-0- - -0-	250,000 - -0-
Gregory F. Szabo President, Treasurer, Director (2)		2004 2003	$225,000 $149,662	-0- - -0-	$11,500(1) $38,500(1)	-0- - -0-	-0- - -0-
Ronald A. Faris Chief Science Officer, Senior Vice President		2004 2003	$145,542 $161,300	$50,000 - -0-	-0- - -0-	-0- - -0-	500,000
Janice D. DiPietro Chief Financial Officer(3)		2004	$46,676	-0-	$9,375(4)	-0-	-0-
(1)	Represents the fair market value of shares of our common stock paid in lieu of cash based on the closing market price of our common stock on the date of approval by our board of directors. A total of 161,471; 958,754; and 458,656 shares were issued to Mr. Newmin in fiscal 2004, 2003, and 2002 respectively, and a total of 22,330; 812,011; and 474,951 shares were issued to Mr. Szabo in fiscal 2004, 2003, and 2002 respectively.
(2)	Mr. Szabo resigned as an officer and Director of our Company effective March 31, 2004.
(3)	Dr. DiPietro was elected Chief Financial Officer of our Company on July 9, 2004.
(4)	Represents fees paid to Tatum CFO Partners, LLP of which Dr. DiPietro is a Managing Partner.

Stock Option Grants in Fiscal Year 2004

The Company grants options to its executive officers under its 2004 Equity Incentive Plan. As of March 23, 2004, options to purchase a total of 9,100,000 shares were outstanding under the Incentive Plan and options to purchase 5,900,000 shares remained available for grant under the plan.

The following tables show for the fiscal year ended November 30, 2004, certain information regarding options granted to, exercised by, and held at year end by, the Named Executive Officers:

	Individual Grants
Name	Number of Securities Underlying Options/ SARs Granted (#)	% of Total Options/ SARs Granted to Employees in Fiscal Year	Exercise Or Base Price ($/Sh)	Expiration Date
W. Gerald Newmin	750,000	250,000	$.297	9/16/2009
Ronald A. Faris	1,950,000	500,000	$.61	2/27/2009
Janice D. DiPietro	200,000	200,000	$.16	12/7/2009

Stock Option Exercises and Fiscal Year-end Values

The following table presents information for the Named Executive Officers with respect to stock options exercised during fiscal year 2004 and unexercised options held as of the end of the fiscal year.

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Aggregated Option Exercises In Fiscal Year 2004 And Fiscal Year End Option Values

Name	Shares Acquired On Exercise (#)	Value Realized by Company ($)	Number of Securities Underlying Unexercised Options at Fiscal Year End 11/30/04 Exercisable/Unexercisable	Exercise Price Value of Unexercised In-the-Money Options at Fiscal Year End ($)Exercisable/Unexercisable
W. Gerald Newmin	325,000	$68,250	513,889/236,111	$61,250/63,750
Ronald A. Faris	30,000	$2,400	1,261,667/708,333	$177,183/255,417

Compensation of Directors

Our bylaws authorize our board of directors to fix the compensation of directors for services related to their membership in board committees and allow the reimbursement of expenses of directors for their attendance at each meeting of our board of directors. On February 15, 2000, the board of directors resolved that each board member would receive the equivalent of $2,000 in our common stock for each board meeting in which such director participates. On June 15, 2004, the Board of Directors resolved to increase the compensation of directors to the equivalent of $3,000 in our common stock for each board meeting in which such director participates. Members of the Audit Committee receive the equivalent of $4,000 (Chairman) and $1,000 (member) in our common stock for each audit committee meeting in which such director participates. Members of the Compensation Committee receive equivalent of $1,000 (Chairman) and $500 (member) in our common stock for each compensation committee meeting in w hich such director participates. The number of shares issued for each meeting is based upon the closing price of our common stock on the date of the Board Meeting in question.

In addition to the per meeting stock grants, during fiscal year 2004, six members of the Scientific Advisory Board were each granted 150,000 options at $.25 and $.21 which vest over a three year period and expire June 14, 2009 and October 19, 2009. The Board of Directors were each granted options for 250,000 shares of common stock at $.27 per share. These options vest over three years and will expire on September 15, 2009. New members of the MultiCell Board of Directors are granted 250,000 options at the then market price. As such, Mr. Page was granted 250,000 options on September 11, 2003 at $.175 that vest over a three year period and expire September 11, 2007, and Mr. Chang was granted 250,000 options on June 15, 2004 at $.25 per share that vest over a three year period and expire on June 14, 2007.

Employment, Severance and Change of Control Agreements

Effective February 10, 2005 the Company entered into an employment agreement with Stephen Chang, Ph.D., as President, and a director and consulting agreement with Anthony Cataldo. Under the terms of these agreements both Dr. Chang and Mr. Cataldo will be paid $15,000 per month in a combination of stock and cash, plus directors fees of $3,000 for each board meeting attended. In the event that the Company terminates Dr. Chang's employment, without Cause (as defined in the agreements), or terminates his employment for Good Reason, he shall be entitled to receive severance pay in the form of salary continuation then in effect, less applicable deductions and withholdings, for a period of six (6) months. Dr. Chang was issued 5.0 million stock options under the Company's equity incentive plan at $.28 per share, the fair market value on date of grant. The stock options will vest monthly over three years and expire in five years. Mr. Cataldo was granted a warrant to purchase 10 million shares o f the Company's common stock at an exercise price of $.28 per share. Five million shares become exercisable in equal monthly installments over three years, or earlier in the event the remaining five million become exercisable as set forth below. Upon the closing of a round of equity financing that has been arranged by Mr. Cataldo with investors that were first introduced to the Company by Mr. Cataldo, equal to at least ten million dollars ($10,000,000) on terms acceptable to the Board, five million (5,000,000) shares subject to the warrant shall become exercisable thirty (30) days after the closing date of such round of financing. Mr. Cataldo also received 250,000 stock options for joining the Company's board of directors at an exercise price of $.28 per share, the fair market value on the date of grant. The stock options and warrants granted to Dr. Chang and Mr. Cataldo will in no event be exercisable prior to an increase in the authorized number of shares of the Company's common stock. Mr. Cataldo also rec eived a $150,000 payment under the agreement for services rendered in connection with the Company's $4 million fundraising. Mr. Cataldo's consulting services under the agreement may be terminated only for cause, as defined in the agreement.

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Effective September 2001, the Company entered into an employment agreement with Ronald Faris, Ph.D. as President and Chief Science Officer of MultiCell Associates, a wholly-owned subsidiary of the Company. Under the terms of the agreement, Dr. Faris was to receive compensation of $147,000 per year for 60% of his time. In the event that the Company terminates Dr. Faris's employment, without Cause (as defined in the agreement), or terminates his employment for Good Reason, he shall be entitled to receive severance pay in the form of salary continuation then in effect, less applicable deductions and withholdings, for a period of six (6) months. Dr. Faris was issued 250,000 stock options under the Company's stock option plan at $.12 per share, the fair market value on date of grant. The stock options will vest monthly over three years and will expire in five years. This agreement, which expired on June 30, 2004, has been extended on a month to month basis.

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 23, 2005, certain information as to shares of our common stock owned by (i) each person known to beneficially own more than 5% of the outstanding common stock, (ii) each of our directors, and named executive officers, and (iii) all of our executive officers and directors as a group. Unless otherwise indicated, the address of each named beneficial owner is the same as that of our principal executive offices located at 701 George Washington Highway, Lincoln, RI, 02865.

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)	Percentage of Class Beneficially Owned
W. Gerald Newmin (3)	28,505,050	18.04%
Edward Sigmond (4)	624,250	0.39%
Ann Ryder Randolph (5)	895,000	0.57%
Ronald A. Faris (6)	3,149,159	1.99%
Thomas A. Page (7)	3,660,051	2.32%
Stephen Chang, Ph.D. (8)	717,500	0.45%
Janice DiPietro (9)	250,000	0.16%
Monarch Pointe Fund, LTD (10)	12,864,267	8.16%
David Firestone (11)	15,283,690	9.67%
All executive officers and directors as a group (five persons)	47,801,260	30.24%

(1)	Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the Commission, shares of common stock that each named person and group has the right to acquire within 60 days pursuant to options, warrants, or other rights, are deemed outstanding for purposes of computing shares beneficially owned by and the percentage ownership of each such person and group. Applicable percentages are based on 158,049,284 shares outstanding on March 23, 2005, adjusted as required by rules promulgated by the SEC.
(2)	Unless otherwise noted, all shares listed are owned of record and the record owner has sole voting and investment power, subject to community property laws where applicable.
(3)	Includes 3,967,128 shares of our common stock owned by Mr. Newmin's spouse, over which Mr. Newmin disclaims beneficial ownership. Includes 58,611shares issuable under options, which are exercisable within 60 days of January 21, 2005 and 9,581,000 shares in the form of convertible notes and warrants.
(4)	Includes 48,611 shares issuable under options, which are exercisable within 60 days of March 23, 2005.
(5)	Includes 263,889 shares issuable under options, which are exercisable within 60 days of March 23, 2005.
(6)	Includes 2,125,000 shares issuable under options which are exercisable within 60 days of March 23, 2005.
(7)	Includes 159,722 shares issuable under options which are exercisable within 60 days of March 23, 2005.
(8)	Includes 105,556 shares issuable under options which are exercisable within 60 days of March 23, 2005.
(9)	Includes 13,889 shares issuable under options which are exercisable within 60 days of March 23, 2005.
(10)	Includes an estimated 4,492,653 shares of common stock issuable upon the conversion of outstanding shares of our Series I Preferred Stock, and 1,864,477 shares of common stock issuable upon exercise of an outstanding warrant. Assumes a conversion price of $0.20 on the Series I Preferred Stock, which would be the applicable conversion price if the conversion occurred as of the date of this report. The selling stockholder has agreed not to convert Series I shares or to exercise warrants to the extent such holder's beneficial ownership of common stock will exceed 9.99% of the common stock then outstanding. The address for this selling stockholder is c/o MAG Capital, LLC, 555 South Flower Street, Suite 4200 Los Angeles, CA 90071.
(11)	David F. Firestone is the managing member of MAG Capital, LLC, a California limited liability company ("MAG"). Mercator Momentum Fund, L.P. and Mercator Momentum Fund III, L.P. are private investment limited partnerships organized under California law. The general partner of each fund is MAG. Monarch Pointe Fund, Ltd. is a corporation organized under the laws of the British Virgin Islands. MAG controls the investments of Monarch Pointe Fund, Ltd. Assumes a conversion price of $0.20 on the Series I Preferred Stock, which would be the applicable conversion price if the conversion occurred as of the date of this report. The selling stockholder agreed not to convert Series I shares or to exercise warrants to the extent such holder's beneficial ownership of common stock will exceed 9.99% of the common stock then outstanding. The address for the selling shareholder is c/o MAG Capital, LLC, 555 South Flower Street, Suite 4200 Los Angeles, CA 90071.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

From August 2001 through November 2003, the Company borrowed an aggregate of $1,858,500 in order to finance the acquisition of MultiCell and for working capital. Of this amount, the Company borrowed $736,000 from Mr. Newmin, our Co-Chairman and Chief Executive Officer, and $50,000 from Mr. Szabo, Exten's former President. The notes bear interest at the rate of 10% per annum, with all principal and accrued interest originally due and payable in August 2004 and various dates in 2005. During 2003, Mr. Newmin converted $157,000 of his loans plus accrued interest and Mr. Szabo converted his entire loan plus accrued interest into shares of MultiCell Technologies, Inc. common stock. Mr. Newmin received a total of 1,036,306 shares and Mr. Szabo received 304,658 shares of stock. During the fiscal year ended November 30, 2004, Mr. Newmin converted $129,000 of his loans plus accrued interest into 705,700 shares of MultiCell Technologies, Inc. common stock.

The remainder of Mr. Newmin's loans originally due August 4, 2004 were extended for one additional year, to August 3, 2005. The loans may be converted prior to maturity into shares of our common stock at $.20 per share. In addition, Mr. Newmin received warrants to purchase 6,860,000 shares of our common stock, respectively, at an exercise price of $.10 per share.

On June 9, 2004, the Company entered into an agreement with Tatum Partners, LLP of Boston, MA to retain the services of Ms. Janice DiPietro as the Company's Chief Financial Officer. Under the terms of the agreement, the Company will compensate Ms. DiPietro at a rate of $1,667 per day and provides for a cash bonus or equity incentive payment to Ms. DiPietro. Ms. DiPietro has agreed to share any equity compensation with Tatum Partners, LLP and is eligible for any employee benefits provided by the Company. The Company entered into a second agreement with Tatum Partners LLP on February 3, 2005 in connection with providing assistance to the Company in the area of compliance with the Sarbanes Oxley Act of 2002. This agreement stipulates a rate of $1,500 per day

Mr. Newmin's wife, Barbara Corbett, provides investor relations consulting services to the Company. Ms. Corbett is compensated on an hourly basis and is paid in common stock of the Company. For the fiscal year ended November 30, 2004 Ms. Corbett was issued an aggregate of 57,223 shares of the Company's common stock for services rendered.

See also "Employment, Severance and Change of Control Agreements".

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DESCRIPTION OF SECURITIES

The following description summarizes some of the terms of our capital stock and provisions of our amended Certificate of Incorporation and Bylaws, which have previously been filed with the Commission, and is qualified in its entirety by reference to our amended Certificate of Incorporation and Bylaws.

Our authorized capital stock consists of 200,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share. As of the date of this prospectus, there were 158,049,284 shares of our common stock outstanding and held of record by 1,256 holders.

Common Stock

Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of our common stock are entitled to receive such lawful dividends as may be declared by our board of directors. In the event of our liquidation, dissolution or winding up, the holders of shares of our common stock shall be entitled to receive pro rata all of our remaining assets available for distribution to our stockholders. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and shares of common stock to be issued pursuant to this registration statement will be fully paid and non-assessable.

Preferred Stock

Our board of directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock without any further vote or action by stockholders. These rights and preferences include dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of the series. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that the holders will receive dividend payments and payments upon liquidation and could have the effect of delaying, deferring or preventing a change in control.

Series I Convertible Preferred Stock

On July 13, 2004, we completed the sale in a private placement of 20,000 shares of Series I convertible preferred stock, at a price of $100 per share. The Series I shares are convertible at any time into common stock at 80% of the average trading price of the lowest three inter-day trading prices of the common stock for the ten trading days preceding the conversion date, but at an exercise price of no more than $0.20 per share and no less than $0.05 per share. The Series I preferred stock described does not have voting rights, but does have conversion rights which could adversely effect the voting power or dividend rights of the holders of common stock and may have the effect of delaying, deferring or preventing a change in control of our company.

Delaware Anti-Takeover Law

We are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. In general, the statute prohibits a publicly held Delaware corporation from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. For purposes of Section 203 of the Delaware General Corporation Law, a "business combination" includes a merger, asset sale or other transaction resulting in a financial benefit to the interested stockholder. An "interested stockholder" is a person who, together with affiliates and associates, owns (or within three years prior, did own) 15% or more of the corporation's voting stock. The existence of this provision would be expected to have anti-takeover effects with respect to transactions not approved in advance by our board of directors, such as disco uraging takeover attempts that might result in a premium over the market price of our common stock.

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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Delaware General Corporation Law, Section 102(b)(7), enables a corporation in its original certificate of incorporation, or an amendment thereto validly approved by stockholders, to eliminate or limit personal liability of members of its Board of Directors for monetary damages for breach of fiduciary duty as a director. However, the elimination or limitation shall not apply where there has been a breach of the duty of loyalty, failure to act in good faith, intentional misconduct or a knowing violation of a law, the payment of a dividend or approval of a stock repurchase which is deemed illegal or an improper personal benefit that is obtained. Article TENTH of our amended Certificate of Incorporation includes the following language limiting the liability of, and providing indemnification for, directors:

A Director of the Corporation shall not be personally liable to the Corporation or its Shareholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Directors duty of loyalty to the Corporation or its Shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit (the "Director Liability Provision").

This provision in the Certificate of Incorporation does not eliminate the director' s fiduciary duty, and in appropriate circumstances equitable remedies such as injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to our Company for acts or omissions not in good faith or involving intentional misconduct, for knowing violations of law, for actions leading to improper personal benefit to the director, and for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.

To the extent that indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling our Company as discussed in the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act of 1933, and is therefore unenforceable. We believe that our Certificate of Incorporation provisions are necessary to attract and retain qualified persons as directors and officers.

PLAN OF DISTRIBUTION

The Selling Stockholders may offer all or a portion of their shares offered by this prospectus for sale, from time to time, pursuant to this prospectus, in one or more private negotiated transactions, in open market transactions in the over-the-counter market, or otherwise, or by a combination of these methods, at fixed prices, at market prices prevailing at the time of the sale, at prices related to such market prices, at negotiated prices or otherwise. The Selling Stockholders may effect these transactions by selling shares directly to one or more purchasers or through broker-dealers or agents. The compensation to a particular broker-dealer or agent may be in excess of customary commissions.

To our knowledge, the Selling Stockholders have not made any arrangements with any brokerage firm for the sale of the shares. The Selling Stockholders have advised us that they presently intend to dispose of the shares through broker-dealers in ordinary brokerage transactions at market prices prevailing at the time of the sale. However, depending on market conditions and other factors, the Selling Stockholders may also dispose of the shares through one or more of the other methods described above.

The Selling Stockholders may be considered "underwriters" within the meaning of the Securities Act in connection with the sale of their shares. Any broker-dealers or agents who act in connection with the sale of the shares may also be deemed to be underwriters. Profits on any resale of the shares by the Selling Stockholders and any discounts, commissions or concessions received by such broker-dealers or agents may be deemed to be underwriting discounts and commissions under the Securities Act. Because the Selling Stockholders may be considered to be underwriters within the meaning of Section 2(a)(11) of the Securities Act, the Selling Stockholders may be subject to the prospectus delivery requirements of Section 5 of the Securities Act for transactions involving the sale of our common stock.

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The Selling Stockholders are subject to the applicable provisions of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder, including Regulation M. Regulation M may limit the timing of purchases and sales of any of the shares of our common stock by the Selling Stockholders and any other person distributing our common stock. Furthermore, Regulation M may restrict the ability of any person engaged in the distribution of shares of our common stock to engage in market-making activities with respect to the particular shares of common stock being distributed for a period beginning five business days prior to the commencement of such distribution and ending upon such person's completion of participation in the distribution. All of the foregoing may affect the marketability of our common stock and the ability of any person or entity to engage in market-making activities with respect to our common stock. Rules 101 and 102 of Regulation M, am ong other things, generally prohibit certain participants in a distribution from bidding for, purchasing or inducing any person to bid for or purchase, any of the securities that are the subject of the distribution. Rule 104 of Regulation M governs bids and purchases made to stabilize the price of a security in connection with a distribution of the security.

The shares offered hereby are being registered pursuant to our contractual obligations and we have agreed to pay the expenses of the preparation of this prospectus.

SELLING STOCKHOLDERS

We are registering the resale of up to 68,481,428 shares of our common stock on behalf of the selling stockholders named below. Of this amount, 40,000,000 shares are issuable upon conversion of shares of our Series I convertible preferred stock and 5,000,000 shares are issuable upon exercise of common stock warrants, all of which were issued on July 13, 2004, in consideration of our receipt of $2 million in gross proceeds (the "Series I Financing"). The Series I preferred stock is convertible at any time, and has a floating conversion price equal to 80% of the three lowest inter-day trading prices of the common stock for the ten consecutive trading days preceding the conversion date, with a conversion price of no more than $0.20 per share and no less than $0.05 per share. As part of the financing, we issued warrants to the purchasers of the Series I preferred stock, exercisable until July 12, 2007, which entitle the holders to purchase an aggregate of 5,000,000 shares of com mon stock at the lower of $.20 per share or the average of the ten closing prices of our common stock during the ten trading days preceding the exercise date.

Additionally, from August 2001 to February 2003, we borrowed an aggregate of $1,858,500 from 29 lenders in order to finance the cash portion of the purchase price in the acquisition of MCT (the "Loan Transaction") and provide working capital. Except as noted below, each loan bears interest at the rate of 10% per annum and may be converted at any time prior to maturity at conversion rates ranging from $0.10 per share (if the conversion occurs within 12 months following issuance) to $0.20 per share (if the conversion occurs after 24 months following issuance). In addition, each lender received a warrant to purchase a number of shares of our common stock equal to ten (10) shares for each dollar ($1.00) loaned to us, with an exercise price equal to $0.10 per share (except as otherwise noted below). In connection with the Loan Transaction, we agreed in the warrant to register the resale of the shares issuable upon exercise of the warrant. We have no formal obligation to register the resale of t he shares issuable upon the conversion of the loans.

The following table identifies the selling stockholders and indicates (i) the nature of any position, office or other material relationship that each selling stockholder has had with us during the past three years (or any of our predecessors or affiliates) and (ii) the number of shares and percentage of our outstanding shares of common stock owned by the selling stockholder prior to the offering, the number of shares to be offered for the selling stockholder's account and the number of shares and percentage of outstanding shares to be owned by the selling stockholder after completion of the offering.

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Name of Selling Stockholder	Shares      Beneficially Owned Prior To Offering	Percent      of Class of Shares Owned Before the Offering (A)	Maximum No. of Shares to be Sold in this Offering	Shares Beneficially Owned After the Offering	Percent of Class of Shares Owned After the Offering
Monarch Pointe Fund, Ltd. (1)	12,864,267	7.85%	5,873,545	6,507,137	3.58%
Mercator Momentum Fund, L.P. (2)	7,127,161	4.40%	3,935,797	3,191,364	1.64%
Mercator Momentum Fund III, L.P. (3)	4,911,558	3.06%	2,710,058	2,710,058	1.13%
MAG Capital, LLC (4)	4,900,000	3.06%	1,000,000	3,900,000	2.00%
Ascendiant Securities, LLC (5)	424,413	*	424,413	0	*
W. Gerald Newmin (i)(6)	28,505,690	17.13%	6,860,000	2,645,690	11.39%
Thomas Page (7)	3,660,051	2.27%	1,750,000	1,910,051	1.01%
George Colin (8)	4,100,000	2.59%	3,964,286	135.714	*
Candace Dyer (9)	6,556,864	4.14%	350,000	6,206,864	3.27%
Gregory F. Szabo (10)	1,700,000	1.07%	500,000	1,200,000	*
Barbara Corbett (11)	3,967,128	2.51%	310,000	3,67,128	1.92%
Bathgate Capital Partners (12)	166,667	*	166,667	0	*
Robert Goldsmith (13)	600,000	*	600,000	0	*
Jim Kalhorn (14)	498,226	*	337,500	160,726	*
Scott Brassfield (15)	1,695,062	1.07%	1,051,062	644,000	*
Cliffton L. Cooke (16)	1,000,000	*	1,000,000	0	*
Robert & Blake Shelton (17)	2,541,020	1.59%	928,520	949,020	*
Sasha Corp. Profit Sharing (18)	110,000	*	50,000	60,000	*
Sasha Corp. Pension Plan (19)	352,692	*	250,000	102,692	*
Patsy Millard (20)	80,502	*	50,000	30,502	*
Roger McDonald (21)	200,000	*	200,000	0	*
Kurt Lesh (22)	632,068	*	425,000	207,068	*
Larry Lake (23)	174,502	*	100,000	74,502	*
First Regional Bank FBO G. Driver (24)	100,000	*	100,000	0	*
First Regional Bank FBO J. Burns (25)	101,205	*	100,000	1,205	*
Sharon Donahoo (26)	650,000	*	200,000	450,000	*
Larry Dillon (27)	467,496	*	290,000	177,496	*
Shirley Corbett (28)	1,400,000	*	1,000,000	400,000	*
Paul Barich (29)	100,000	*	100,000	0	*
Craig Greene (30)	525,000	*	250,000	275,000	*
Robert Hinman (31)	139,918	*	50,000	89,918	*
Chris Hinman (32)	772,635	*	250,000	522,635	*
The Estate of Doug Egger (33)	922,500	*	300,000	622,500	*
Diane Palley (34)	50,000	*	50,000	0	*
W.F. Pittman (35)	1,372,667	*	1,000,000	372,667	*
Boand Automotive (36)	174,228	*	100,000	74,228	*

*	Represents less than 1%.
(A)	Based on 158,049,284 shares of common stock issued and outstanding as of March 23, 2005.
(1)	Represents up to 4,492,653 shares of common stock issuable upon conversion of Series I preferred stock and 1,864,477 shares of common stock to be issued upon exercise of common stock warrants issued in conjunction with the Series I preferred stock, 4,374,546 shares of common stock, 1,476,409 of common stock warrants at $.20 per share and 656,182 common stock warrants at $.30 per share acquired on February 11, 2005. MAG Capital is the general partner of Monarch Pointe Fund, Ltd. David Firestone, as managing member of MAG Capital, LLC, and as a member of Mercator Group LLC, has voting and investment control over the shares held by Monarch Pointe Fund, Ltd. The selling stockholder has agreed not to convert shares of Series I preferred stock or to exercise warrants to the extent such stockholder's beneficial ownership of our common stock would exceed 9.99% of our common stock then outstanding.
(2)	Represents up to 2,682,968 shares of common stock issuable upon conversion of Series I preferred stock and 1,252,829 shares of common stock to be issued upon exercise of common stock warrants issued in conjunction with the Series I preferred stock, 2,145,455 shares of common stock, 724,091 common stock warrants at $.20 per share and 321,818 common stock warrants at $.30 per share acquired on February 11. 2005. MAG Capital is the general partner of Mercator Momentum Fund, L.P. David Firestone, as managing member of MAG Capital, LLC, and as a member of Mercator Group LLC, has voting and investment control over the shares held by Mercator Momentum Fund, L.P. The selling stockholder has agreed not to convert shares of Series I preferred stock or to exercise warrants to the extent such stockholder's beneficial ownership of our common stock would exceed 9.99% of our common stock then outstanding.
(3)	Represents up to 1,827,364 shares of common stock issuable upon conversion of Series I preferred stock and 882,694 shares of common stock to be issued upon exercise of common stock warrants issued in conjunction with the Series I preferred stock, 1,480,000 shares of common stock, 499,500 common stock at $.20 per share and 222,000 common stock warrants at $.30 per shares acquired on February 11, 2005. MAG Capital, LLC is the general partner of Mercator Momentum Fund III, L.P. David Firestone, as managing member of MAG Capital, LLC, and as a member of Mercator Group LLC, has voting and investment control over the shares held by Mercator Momentum Fund III, L.P. The selling stockholder has agreed not to convert shares of Series I preferred stock or to exercise warrants to the extent such stockholder's beneficial ownership of our common stock would exceed 9.99% of our common stock then outstanding.
(4)	Represents shares of common stock issuable upon exercise of an outstanding warrant issued in conjunction with the Series I preferred stock, 2,700,000 common stock warrants at $.20 per share and 1,200,000 common stock warrants at $.30 per shares acquired on February 11, 2005.. MAG Capital, LLC is the general partner of Monarch Pointe Fund, Ltd., Mercator Momentum Fund, LP, and Mercator Momentum Fund III, LP. David Firestone, as managing member of MAG Capital, LLC, and as a member of Mercator Group LLC, has voting and investment control over the shares held by these entities. The selling stockholder has agreed not to exercise warrants to the extent such stockholder's beneficial ownership of our common stock would exceed 9.99% of our common stock then outstanding.
(5)	Represents 424,413 shares of common stock issued upon the exercise of a common stock warrant.
(6)	Includes (a) up to 2,715,000 shares which may be issued to Mr. Newmin upon his conversion of a $400,000 loan made to us in connection with the Loan Transaction, (b) up to 6,860,000 shares which may be issued to Mr. Newmin upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction, and (c) 3,967,128 shares of common stock owned by Mr. Newmin's spouse. The exercise price of the warrant is $0.10 per share. Mr. Newmin has been a director, and our chairman of the board and chief executive officer since 1995. Mr. Newmin disclaims beneficial ownership of the shares owned by his spouse. Mr. Newmin is currently Co-Chairman, Chief Executive Officer and Secretary of the Company and is a Director. He has previously served as Chairman, Chief Executive Officer, President and Secretary.
(7)	Includes up to 1,750,000 shares which may be issued to Mr. Page upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. Mr. Page serves as a director of the Company. Mr. Page has been a director of the Company since September 11, 2003 and serves on the Audit Committee and Nominating, Compensation and Corporate Governance Committees.
(8)	Includes up to (a) 1,000,000 shares that were acquired upon exercise of a three-year warrant with an exercise price of $0.10 per share and (b) up to 1,250,000 shares were acquired upon exercise of a three-year warrant with an exercise price of $0.12 per share. The foregoing warrants were issued to Mr. Colin pursuant to the terms of a settlement agreement, in which the parties' dispute regarding the conversion price of Mr. Colin's loan was resolved. The warrant issued to Mr. Colin in the Loan Transaction for 715,000 shares with an exercise price of $0.10 per share was cancelled pursuant to the settlement agreement.
(9)	Includes up to 350,000 shares which may be issued to Dr. Dyer upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(10)	Includes up to 500,000 shares that may be issued to Mr. Szabo upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. Mr. Szabo became president, treasurer and a director of our Company in April 2001, president and CEO of Xenogenics in June 2000 and the CEO of MCT in September 2001, and served in such capacities until March 31, 2004. Mr. Szabo served as the Company's President from May 17, 2000 until March 31, 2004 and was a director.
(11)	Represents up to 310,000 shares that may be issued to Ms. Corbett upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. Does not include the shares of common stock owned by Ms. Corbett's husband, W. Gerald Newmin, our Chief Executive Officer, over which Ms. Corbett disclaims beneficial ownership. Ms. Corbett, a consultant to the Company, serves as director of investor relations.
(12)	Represents up to 166,667 shares that may be issued to Bathgate Capital Partners upon their exercise of an outstanding warrant issued to them in connection with a consulting fee for arranging the Loan from Musculoskeletal Transplant Foundation. The exercise price of the warrant is $0.06 per share.
(13)	Includes 600,000 shares that were issued to Mr. Goldsmith upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(14)	Includes (a) up to 150,000 shares that may be issued to Mr. Kalhorn upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. (b) up to 187,500 shares which may be issued to Mr. Kalhorn upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.08 per share.
(15)	Includes (a) up to 870,000 shares that may be issued to Dr. Brassfield upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. (b) up to 106,250 shares which may be issued to Dr. Brassfield upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.08 per share. (c) up to 74,812 shares which may be issued to Dr. Brassfield upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.06 per share. (d) 74,812 shares issuable to Dr. Brassfield upon his conversion of a loan made to us in connection with the Loan Transaction. Dr. Brassfield serves as a director for our Xenogenics subsidiary.
(16)	Includes up to 1,000,000 shares that may be issued to Mr. Cooke upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(17)	Includes (a) up to 1,050,000 shares that may be issued to Mr. & Mrs. Shelton upon their exercise of an outstanding warrant issued to them in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. (b) up to 562,500 shares which may be issued to Mr. & Ms. Shelton upon their exercise of an outstanding warrant issued to them in connection with the Loan Transaction. The exercise price of the warrant is $0.08 per share.
(18)	Includes up to 50,000 shares that may be issued to Sasha Corporation Profit Sharing upon its exercise of an outstanding warrant issued to it in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(19)	Includes up to 250,000 shares that may be issued to Sasha Corporation Pension Plan upon its exercise of an outstanding warrant issued to it in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(20)	Includes 50,000 shares that were issued to Mrs. Millard upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(21)	Represents 200,000 shares that were issued to Mr. McDonald upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(22)	Includes (a) up to 300,000 shares that may be issued to Dr. Lesh upon his exercise of outstanding warrants issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. (b) up to 125,000 shares which may be issued to Dr. Lesh upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.08 per share.
(23)	Includes up to 100,000 shares that may be issued to Mr. Lake upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(24)	Represents 100,000 shares that were issued to First Regional Bank FBO G. Driver upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(25)	Includes 100,000 shares which were issued to First Regional Bank FBO J. Burns upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(26)	Includes up to 200,000 shares that may be issued to Ms. Donahoo upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. Ms. Donahoo is a former vice-president of the Company.
(27)	Includes up to 290,000 shares that may be issued to Mr. Dillon upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(28)	Includes up to 1,000,000 shares that may be issued to Ms. S. Corbett upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share. Ms. S. Corbett is the mother of Barbara Corbett, Mr. Newmin's mother-in-law.
(29)	Includes up to 100,000 shares that may be issued to Mr. Barich upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(30)	Includes up to 250,000 shares that may be issued to Mr. Greene upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(31)	Includes up to 50,000 shares that may be issued to Mr. R. Hinman upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(32)	Includes up to 250,000 shares that may be issued to Mr. C. Hinman upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(33)	Includes up to 300,000 shares that may be issued to Mr. Egger's estate upon its exercise of an outstanding warrant issued to Mr. Egger in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(34)	Represents 50,000 shares that were issued to Ms. Palley upon her exercise of an outstanding warrant issued to her in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(35)	Represents up to 1,000,000 shares that may be issued to Mr. Pittman upon his exercise of an outstanding warrant issued to him in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.
(36)	Includes up to 100,000 shares that may be issued to Boand Automotive upon its exercise of an outstanding warrant issued to it in connection with the Loan Transaction. The exercise price of the warrant is $0.10 per share.

Unless noted otherwise, the individual or entity does not have a material relationship with the Company other than ownership of the securities indicated above.

LEGAL PROCEEDINGS

The validity of the shares of common stock offered by this prospectus has been passed upon for us by Snell & Wilmer L.L.P., Irvine, California.

EXPERTS

The consolidated financial statements as of and for the years ended November 30, 2004 and 2003 included in this prospectus have been audited by J.H. Cohn LLP, independent registered public accounting firm, as stated in their report dated January 21, 2005 (except for Note 15, as to which the date is February 10, 2005) which is also included in this prospectus. Such financial statements have been so included in reliance upon the authority of such firm as experts in accounting and auditing.

INTEREST OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, any interest, direct or indirect, in our company or any of our subsidiaries. Nor was any such person connected with us, or any of our subsidiaries, as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

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WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form SB-2 under the Securities Act of 1933, relating to the shares of our common stock being offered by this prospectus. For further information pertaining to our common stock and the shares of common stock being offering by this prospectus, reference is made to such registration statement. This prospectus constitutes the prospectus we filed as a part of the registration statement and it does not contain all information in the registration statement, certain portions of which have been omitted in accordance with the rules and regulations of the SEC.

In addition, we are subject to the informational requirements of the Securities Exchange Act of 1934, and, in accordance with such requirements, we file reports, proxy statements and other information with the SEC relating to our business, financial statements and other matters.

Reports and proxy and information statements filed under Section 14(a) and 14(c) of the Securities Exchange Act of 1934 and other information filed with the SEC as well as copies of the registration statement can be inspected and copied at the public reference facilities maintained by the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's Midwest Regional Offices at 500 West Madison Street, Chicago, Illinois 60606. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1.800.SEC.0330 for further information on the operation of the public reference room. Such material may also be obtained electronically by visiting the SEC's web site on the Internet at http://www.sec.gov. Our common stock is traded on The Over The Counter Bulletin Board Market under the symbol "MUCL."

Copies of our filings with the SEC are also available, free of charge, on our corporate website at http://www.multicelltech.com. The information found on our website is not incorporated by reference into this prospectus.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is U.S. Stock Transfer Corporation, 1745 Gardena Avenue, Glendale, CA 91204-2991.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm	F2
Consolidated Balance Sheets - November 30, 2004 and 2003	F3
Consolidated Statements of Operations - Years Ended November 30, 2004 and 2003	F5
Consolidated Statements of Stockholders' Equity- Years Ended November 30, 2004 and 2003	F6
Consolidated Statement of Cash Flows - Years Ended November 30, 2004 and 2003	F8
Notes to Consolidated Financial Statements	F10
Condensed Consolidated Balance Sheets - February 28, 2005 (Unaudited) and November 30, 2004	F22
Unaudited Condensed Consolidated Statements of Operations - Three months ended February 28, 2005 and February 29, 2004	F23
Unaudited Condensed Consolidated Statements of Cash Flow - Three months ended February 28, 2005 and February 29, 2004	F24
Notes to Unaudited Condensed Consolidated Financial Statements	F26

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
MultiCell Technologies, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of MultiCell Technologies Inc. and Subsidiaries as of November 30, 2004 and 2003, and the related consolidated statements of operations, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MultiCell Technologies, Inc. and Subsidiaries as of November 30, 2004 and 2003, and their results of operations and cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ J. H. Cohn LLP

New York, NY
January 21, 2005, except
for Note 15, as to which
the date is February 10, 2005

-F 2-

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MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Balance Sheets
November 30, 2004 and 2003

ASSETS
		2004	2003
Current assets:
	Cash and cash equivalents	$1,311,879	$1,058,960
	Accounts and royalties receivable	94,518	4,586
	Current portion of notes receivable	595,000	0
	Other current assets	35,143	18,544
Total current assets		2,036,540	1,082,090
Equipment and improvements, net		106,078	123,932
License agreement, net of accumulated amortization of $424,886 and $292,454		2,008,507	2,140,939
Notes receivable, net of current portion		0	260,000
Other assets		98,142	123,692
Total Assets		$4,249,267	$3,730,653

See accompanying notes on consolidated financial statements.

-F 3-

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MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Balance Sheets
November 30, 2004 and 2003

LIABILITIES AND STOCKHOLDERS' EQUITY
		2004	2003
Current liabilities:
	Accounts payable and accrued expenses	$478,310	$625,002
	Current portion of related party notes payable	400,000	21,000
	Current portion of other notes payable	0	260,000
	Current portion of deferred income	119,486	735,296
	Other current liabilities	130,959	37,196
Total current liabilities		1,128,755	1,678,494
Non-current liabilities:
	Notes payable, net of current portion	25,000	786,113
	Deferred income, net of current portion	595,733	634,272
	Other liabilities	4,733	172,603
Total non-current liabilities		625,466	1,592,988
Total liabilities		1,754,221	3,271,482
Minority interest		142,788	146,190
Commitments and contingencies
Stockholders' equity:
	Preferred stock, $.01 per value: 1,000,000 shares authorized, 18,000 shares designated as Series I Convertible Preferred issued and outstanding, liquidation value $100 per share	180	0
	Common stock, $.01 par value: 200,000,000 shares authorized, 125,483,441 and 117,816,411 shares issued and outstanding	1,254,832	1,178,162
	Additional paid-in capital	21,784,368	16,386,717
	Deferred compensation costs	0	(24,916)
	Accumulated deficit	(20,687,122)	(17,226,982)
Total stockholders' equity		2,352,258	312,981
Total Liabilities and Stockholders' Equity		$4,249,267	$3,730,653

See accompanying notes on consolidated financial statements.

-F 4-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Statements of Operations
For The Years ended November 30, 2004 and 2003

		2004	2003
Revenue		$759,925	$365,166
Operating expenses:
	Selling, general and administrative expenses	1,775,646	1,325,191
	Research and development	804,761	482,309
	Depreciation and amortization	169,739	166,387
Total operating expenses		2,750,146	1,973,887
Operating loss		(1,990,221)	(1,608,721)
Other income (expense):
	Loss on sale of equipment	0	(1,522)
	Interest expense	(85,950)	(205,144)
	Amortization of discount on notes payable	(60,368)	(251,351)
	Interest income	59,141	63,971
	Amortization of discount on note receivable	30,000	30,000
	Write-off of note receivable	0	(12,353)
	Minority interest in net loss of subsidiary	3,402	1,067
	Reversal of note receivable valuation allowance	305,000	0
Total other income (expense)		251,225	(375,332)
Net loss		(1,738,996)	(1,984,053)
Non-cash deemed dividend related to beneficial conversion feature of Series I Preferred stock		(1,721,144)	0
Net loss applicable to common stockholders		$(3,460,140)	$(1,984,053)
Basic net loss per share applicable to common stockholders		$(0.03)	$(0.02)
Weighted average number of common shares outstanding		121,618,543	106,086,899

See accompanying notes on consolidated financial statements.

-F 5-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity
For The Years ended November 30, 2004 and 2003

	Preferred Shares	Stock Amount	Common Shares	Shares Amount	Additional Paid-in Capital	Stock Subscriptions Receivable	Deferred Compensation Costs	Accumulated Deficit	Total Stockholders' Equity
Balance, November 30, 2002			101,024,904	$1,010,249	$14,724,007	$(70,000)	$(24,916)	$(15,242,929)	$396,411
Issuance of common stock for services			7,329,919	73,298	480,906				554,204
Partial extinguishment of receivable						13,000			13,000
Cancellation of stock subscriptions			(570,000)	(5,700)	(51,300)	57,000			0
Conversion of convertible notes payable			7,588,422	75,883	986,772				1,062,655
Stock options exercised			2,443,166	24,432	246,332				270,764
Net loss								(1,984,053)	(1,984,053)
Balance, November 30, 2003	0	$0	117,816,411	$1,178,162	$16,386,717	$0	$(24,916)	$(17,226,982)	$312,981
Issuance of preferred stock	20,000	200			1,713,949				1,714,149
Non-cash deemed dividend related to beneficial conversion feature of Series I Preferred stock					1,721,144			(1,721,144)	0
Conversion of preferred stock into common stock	(2,000)	(20)	1,222,222	12,222	(12,202)				0
Issuance of common stock for services			918,427	9,184	286,896				296,080

See accompanying notes on consolidated financial statements.

-F 6-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Statements of Stockholders' Equity
For The Years ended November 30, 2004 and 2003 (Continued)

	Preferred Shares	Stock Amount	Common Shares	Stock Amount	Additional Paid-in Capital	Stock Subscriptions Receivable	Deferred Compensation Costs	Accumulated Deficit	Total Stockholders' Equity
Options issued for services					530,575				530,575
Warrants issued for services					402,437				402,437
Conversion of convertible notes payable			3,884,381	38,844	555,562				594,406
Stock options and warrants exercised			1,642,000	16,420	199,290				215,710
Amortization of deferred compensation							24,916		24,916
Net loss								(1,738,996)	(1,738,996)
Balance, November 30, 2004	18,000	$180	125,483,441	$1,254,832	$21,784,368	$0	$0	$(20,687,122)	$2,352,258

See accompanying notes on consolidated financial statements.

-F 7-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
For The Years ended November 30, 2004 and 2003

			2004	2003
Cash flows from operating activities:
	Net loss		$(1,738,996)	$(1,984,053)
	Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
		Depreciation and amortization	169,739	166,387
		Amortization of discount on note receivable	(30,000)	(30,000)
		Amortization of discount on notes payable	60,368	251,351
		Write-off of note receivable	0	12,353
		Amortization of deferred compensation	24,916	0
		Common stock issued for services	296,080	554,205
		Warrants issued for services	402,437	0
		Options issued for services	530,575	0
		Minority interest in loss of subsidiary	(3,402)	(1,067)
		Loss on sale of equipment	0	1,522
		Reversal of note receivable valuation allowance	(305,000)	0
	Changes in operating assets and liabilities:
		Accounts and royalties receivable	(89,932)	30,595
		Other current assets	(16,599)	7,482
		Other assets	25,550	(11,857)
		Accounts payable and accrued expenses	(146,692)	50,898
		Other current liabilities	93,763	2,729
		Deferred income	(654,349)	1,339,468
		Other liabilities	(73,444)	52,908
Net cash provided by (used in) operating activities			(1,454,986)	442,921

See accompanying notes on consolidated financial statements.

-F 8-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Consolidated Statements of Cash Flows
For The Years ended November 30, 2004 and 2003 (Continued)

		2004	2003
Cash flows from investing activities:
	Purchase of equipment	(19,454)	(6,614)
	Proceeds from sale of assets	0	1,500
	Principal payments on notes receivable	0	1,409
Net cash used in investing activities:		(19,454)	(3,705)
Cash flows from financing activities:
	Proceeds from issuance of preferred stock, net	1,714,149	0
	Proceeds from notes payable	78,500	325,481
	Payments of notes payable	(281,000)	(33,392)
	Proceeds from exercised options and warrants	215,710	270,763
	Proceeds from subscribed stock	0	13,000
Net cash provided by financing activities		1,727,359	575,852
Net increase in cash and cash equivalents		252,919	1,015,068
Cash and cash equivalents, beginning of year		1,058,960	43,892
Cash and cash equivalents, end of year		$1,311,879	$1,058,960
Supplemental disclosures:
	Interest paid	$58,635	$205,144
Non-cash transactions:
	Conversion of convertible notes payable into common stock	$594,406	$1,062,655
	Issuance of notes payable for accounts payable and accrued liabilities	0	$16,608
	Cancellation of stock subscriptions	0	$57,000

See accompanying notes on consolidated financial statements.

-F 9-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003

Note 1 - Summary of Organization and Significant Accounting Policies

Organization - MultiCell Technologies, Inc. ("MultiCell"), which was named Exten Industries, Inc. until April 1, 2004, is in the business of the development and commercialization of hepatic cells, cell lines and associated products to be used in diagnostic and therapeutic applications. It acquired that business in September 2001 (see Note 5) and is generating revenues primarily from royalties derived from a manufacturing and distribution license agreement for its cell lines and from contractual research activities. MultiCell also operates two subsidiaries, MCT Rhode Island Corp. ("MCT"), which is a 100%-owned subsidiary formed on June 24, 2004 that has been inactive since its formation, and Xenogenics Corporation ("Xenogenics"), which is a 56.4%-owned subsidiary formed on June 24, 2004 that was incorporated in February 1997 to focus on the research and development of Sybiol technology. Xenogenics had not generated any revenues as of November 30, 2004. A s used herein, the "Company" refers to MultiCell, together with MCT and Xenogenics. Management considers the Company's activities to be in one segment related to liver disease/ liver cell biotechnology.

Basis of Consolidation - The consolidated financial statements include the accounts of MultiCell Technologies Inc. and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents - The Company considers all unrestricted highly liquid investments purchased with a maturity of three months or less to be cash equivalents.

Fair Value of Financial Instruments - The carrying amounts of cash and cash equivalents, accounts and notes receivable, accounts payable, accrued expenses and notes payable approximate fair market value because of the short maturity of those instruments.

Credit Risk - It is the Company's practice to place its cash equivalents in high quality money market securities with one major banking institution. Periodically, the Company maintains cash balances at this institution that exceeds the Federal Deposit Insurance Corporation insurance limit of $100,000 per bank. The Company considers its credit risk associated with cash and cash equivalents to be minimal. The Company does not require collateral from its customers. The Company closely monitors the extension of credit to its customers while maintaining an allowance for potential credit losses. On a periodic basis, management evaluates its accounts receivable and, if warranted, adjusts its allowance for doubtful accounts based on historical experience and current credit considerations. However, accounts receivable at November 30, 2004 consist primarily of amounts due under contractual agreements. In the opinion of management, all accounts receivable at November 30, 2004 and 2003, related to contractual agreements are collectible; accordingly, the Company recorded no allowance for doubtful accounts.

Revenue Recognition - The Company's revenues have been generated primarily from contractual research and royalties on the license for the sale of cells through its sale and distribution agreement with XenoTech LLC ("XenoTech"). Management believes such sources of revenue will be part of the Company's ongoing operations. In recognizing revenues the Company applies the guidance provided by SEC Staff Accounting Bulletin Topic 13, "Revenue Recognition" ("Topic 13"). Under the provisions of Topic 13, the Company recognizes revenue from commercial and government research agreements as services are performed, provided a contractual arrangement exists, the contract price is fixed or determinable and the collection of the contracted amounts is probable. In situations where the Company receives payment in advance of the performance of services, such amounts are deferred and recognized as revenue as the related services are performed. Deferred revenues associa ted with services expected to be performed within the 12-month period subsequent to the balance sheet are classified as current liabilities. Deferred revenues associated with services expected to be performed at a later date are classified as non-current liabilities.

Equipment and Improvements - Equipment and improvements are valued at cost. Improvements to leased properties are amortized using the straight-line method over their estimated useful lives or the remaining lease period, whichever is shorter. Depreciation for equipment and furniture is provided using the straight-line method over the estimated useful lives of the assets, generally three to five years.

-F 10-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 1 - Summary of Organization and Significant Accounting Policies (Continued)

License Agreements - Costs incurred to obtain license agreements are capitalized. The Company amortizes these costs on a straight-line basis over the term of the respective license agreement. Amortization totaled $132,432 for each of the years ended November 30, 2004 and 2003.

Impairment of long-lived assets - The impairment of long-lived assets that do not have indefinite lives, such as equipment and license agreements, is recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment losses are then measured by comparing the fair value of assets to their carrying amounts. The Company did not record any charges for the impairment of long-lived assets in 2004 or 2003.

Stock-Based Compensation - Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation", provides for the use of a fair value based method of accounting for stock-based compensation. However, SFAS 123 has allowed an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic value method of accounting prescribed by Accounting Principles Board Opinion 25 ("APB25"), "Accounting for Stock Issued to Employees". Entities electing to continue to use the intrinsic value method must make pro forma disclosures of net income or loss and earnings or loss per share as if a fair value method of accounting had been applied. The Company has elected to continue to account for its stock-based compensation to employees under APB 25. The required pro forma information is included in Note 13.

In accordance with the provisions of SFAS 123, all other issuances of common stock, stock options, warrants or other equity instruments to employees and non-employees as the consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued (unless the fair value of the consideration received can be more reliably measured). Generally, the fair value of any options, warrants or similar equity instruments issued will be estimated based on the Black-Scholes option-pricing model.

Research and Development Costs - Research and development costs are expensed as incurred.

Income Taxes - Deferred income taxes are provided for the estimated tax effects of temporary differences between income for tax and financial reporting. A valuation allowance is provided against deferred tax assets, where realization is uncertain. The income tax provision is the tax payable for the period plus or minus the change during the period in deferred tax assets and liabilities.

Loss Per Share - The Company computes basic and diluted loss per share amounts for 2004 and 2003 pursuant to Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Basic loss per share is computed by dividing the net loss applicable to common shareholders by the weighted average common shares outstanding during each period. The Company has incurred losses during the years ended 2004 and 2003. The assumed effects of the exercise of outstanding stock options and warrants, and the conversion of convertible notes payable and convertible preferred stock were anti-dilutive and, accordingly, diluted per share amounts equal basic loss per share amounts and have not been presented in the accompanying consolidated statements of operations. The total number of common shares potentially issuable upon exercise or conversion excluded from the calculation of diluted loss per share for the years ended November 30, 2004 and 2003 was 48,211,056 and 35,385,430, respect ively.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the dates of these financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

-F 11-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 1 - Summary of Organization and Significant Accounting Policies (Continued)

Risks and Uncertainties - The Company is dependent on continued financing from investors and obtaining new research grants to sustain the development and other activities necessary to commercialize new products. Management is seeking additional financing in order to fund its future activities. There is no assurance, however, that such financing will be available, if and when needed, or if available, that such financing will be completed on commercially favorable terms, or that such development and other activities in connection with its planned products will be successful.

Environmental Remediation - Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the costs can be reasonably estimated. Generally, the timing of these accruals coincides with the Company's commitment to a formal plan of action. As of November 30, 2004, no amounts have been accrued for environmental liabilities.

Note 2 - Notes Receivable

As of November 30, 2000, in connection with a letter of intent to purchase the outstanding common stock of Lexicor Medical Technology ("Lexicor"), the Company advanced a total of $600,000 for a note receivable from Lexicor and 83,333 common stock warrants. The Company allocated $17,500 to the warrants resulting in a discount on the note. The note has a stated interest rate of 10% per annum. Principal and interest were due and payable on May 31, 2001; however, according to its terms the note was automatically extended with principal and interest due January 2, 2005. Based upon Lexicor's financial condition as of November 30, 2001, the Company provided a valuation allowance of $305,000, thereby reducing the carrying amount of this long-term note receivable to $230,000. Lexicor made all the required interest payments through November 30, 2004 and it repaid the entire principal balance plus interest on January 7, 2005. As a result, the Company recognized in fiscal 2004 a gain of $305,000 on the elimination of the valuation allowance.

As of April 17, 2001, in connection with a letter of intent to purchase Armstrong Industries, Inc., ("Armstrong") the Company advanced $15,000 to Armstrong for a note receivable that was due May 1, 2002. On June 27, 2002, the Company informed Armstrong that it no longer had any intention of acquiring them. Interest is due from June 1, 2001 on the unpaid principal at the rate of 12% per annum. Armstrong was unable to repay the note in full. The Company agreed to a monthly payment schedule to repay the debt. Beginning June 15, 2002, Armstrong agreed to pay $558.67 per month for 33 months. On August 15, 2003, after not having received a payment for six months, the Company decided to declare the note in default and wrote off the $12,353 balance of the note as a bad debt.

Notes receivable at November 30, 2004 and 2003 are comprised as follows:

	2004	2003
Notes receivable	$600,000	$600,000
Less: discounts to net present value	(5,000)	(35,000)
Less: valuation allowance	$0	(305,000)
Net notes receivable	595,000	260,000
Less: current portion	595,000	0
	$0	$ 260,000

-F 12-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 3- Equipment and Improvements

Equipment and improvements are valued at cost, less accumulated depreciation and amortization is comprised as follows:

	2004	2003
Lab equipment	$207,888	$193,720
Furniture and fixtures	29,069	27,109
Equipment	18,183	15,183
Leasehold improvements	42,950	42,625
	298,090	278,637
Less: Accumulated depreciation and amortization	192,012	154,705
Property and equipment, net	$106,078	$123,932

Depreciation and amortization expense for property and equipment totaled $37,307 in 2004 and $34,063 in 2003.

Note 4 - Real Estate Held for Sale

The Company owns a parcel of undeveloped land near the Grand Canyon. The land was originally purchased in February 1992 for $1,654,000. During the fiscal year ended November 30, 1995, the Company tested the land for impairment and expensed all but the remaining fair market value of $47,200. The Company is currently in arrears on property taxes and interest in the amount of $177,000. A tax sale for property taxes is pending and as management has been unable to obtain an appraisal of the fair market value of the land, no decision has been made as to whether to pay the taxes in arrears. Real estate held for sale is included in other assets and unpaid property taxes are included in accrued expenses.

Note 5 - License Agreement

In September 2001, MultiCell completed the purchase of its cell line business and, as a result, it acquired an exclusive license agreement with Rhode Island Hospital for the use of four patents owned by the hospital for the use of four patents owned by the hospital related to liver cell lines and liver assist devices. The primary patent acquired and being utilized is for immortalized hepatocytes (see Note 6). The license agreement had a net carrying value of $2,008,507 and $2,140,939 as of November 30, 2004 and 2003, respectively, which represented the original cost of $2,433,343 allocated in connection with the acquisition, net of accumulated amortization of $424,886 and $292,454 at November 30, 2004 and 2003, respectively. The license agreement is being amortized over an estimated useful life of approximately 18 years.

Amortization expense totaled $132,432 for each of the years ended November 30, 2004 and 2003. The Company will pay the hospital a 5% royalty on net sales derived from licenses based upon the patented technology, until it has paid a total of $550,000. As of November 30, 2004, no significant payments had been made under this license agreement. After royalties totaling $550,000 have been paid, the Company pays a 2% royalty instead of a 5% royalty for the life of the patent.

-F 13-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 6- XenoTech Agreement

In August, 2003, MultiCell signed an exclusive sales, manufacture and distribution agreement for the use of its cell lines by XenoTech, an unrelated party. The agreement, which is for a term of seven years, required XenoTech to make an initial non refundable payment of $800,000 to MultiCell in August 2003. This payment represented consideration for and a guarantee of Nosan, XenoTech's distributor's, right of first negotiation for distribution rights for the Asia Pacific Rim, should MultiCell successfully complete the development of its cell lines for the production of proteins, other cellular constituents and or drug like molecules. This $800,000 payment is being recognized by the Company as revenue over the 7 year term of the agreement.

Additional consideration under the August 2003 agreement included a $700,000 royalty prepayment. This prepayment is an advance against the minimum royalty payment of $800,000 for the first royalty period, which was 16 months, culminating on November 30, 2004. The subsequent 5 royalty periods will be 12 months and the last royalty period is 8 months. XenoTech must bear all the costs for its manufacturing and sales activities and make specified minimum periodic royalty payments that total $18 million over the 7 year term of the agreement to maintain distribution exclusivity. The agreement requires XenoTech to make royalty payments to MultiCell of 17.5% of net sales for the direct sale of its cells and 34% of net sales derived from any sublicense agreements. The $700,000 advance was recognized as revenue over the initial 16 month period, ending November 30, 2004, as an offset to the $800,000 minimum royalty due for this period. As of November 30, 2004 a receivable of $94,518 representin g the balance due under the minimum royalty of $100,000 less actual royalty payments received from XenoTech of $5,482 has been recorded.

Note 7 - Income Taxes

The Company provides for income taxes using an asset and liability based approach. Deferred income tax assets and liabilities are recorded to reflect the tax consequences of temporary differences between the financial statement and tax bases of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company had net deferred tax assets of approximately $4,342,400 and $3,910,800 at November 30, 2004 and 2003 relating primarily to the net operating loss carry-forwards generated by its operations. For financial statement purposes, the deferred tax assets have been fully offset by valuation allowances due to the uncertainties related to the extent and timing of the Company's future taxable income.

A reconciliation of the expected income tax benefit at the U.S. Federal income tax rate to the income tax benefit actually recognized for the years ended November 30, 2004 and 2003 is set forth below:

	2004	2003
Expected income tax benefit	$(591,259)	$(674,578)
Tax effect of nondeductible permanent differences	223,849	86,578
State income benefit, net of federal tax	(64,200)	(102,800)
Increase in valuation allowance	431,610	690,800
Income tax benefit	$0	$0

The Company's net operating loss carry-forwards expire as follows:

Year Loss Generated	Balance of Loss Carry-forwards	Year of Expiration
November 30, 1999 and prior	$5,264,158	2008 through 2019
November 30, 2000	1,025,963	2020
November 30, 2001	1,604,660	2021
November 30, 2002	1,516,313	2022
November 30, 2003	369,377	2023
November 30, 2004	1,815,312	2024
	$11,595,783

-F 14-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, Inc. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 8 - Lease Commitments

The Company and its two subsidiaries lease a Warwick, Rhode Island facility that houses activities related to administration, research and development and manufacturing of human cells and cell lines. The Company had an operating lease that required aggregate monthly payments of $4,863 until it expired on July 31, 2004. The Company has leased the facility on a month to month basis since August 1, 2004. The Company is currently negotiating a new lease. The Company's future rental commitments under all of its other operating leases for equipment subsequent to November 30, 2004 total $2,379 in 2005 and $1,983 in 2006.

Rent expense under the Company's operating leases was $58,629 and $54,493 for the fiscal years ended November 30, 2004 and 2003, respectively

Note 9 - Notes Payable

Notes payable at November 30, 2004 and 2003 consisted of the following:

		2004	2003
Xenogenics convertible promissory note payable with interest at 10%, due on April 17, 2001		$0	$10,000
Xenogenics convertible promissory note payable to a related party with interest at 8%, due on November 10, 2000		0	15,000
Promissory note payable to a medical supplier with interest at 5.25%, due on or before February 9, 2004		0	125,000
Convertible promissory notes payable to investors with interest at 10%, due on varying dates in 2004, 2005 and 2006 (A) (D)		0	127,481
Convertible notes payable to a related party with interest at 10%, due in 2007		0	21,000
Convertible promissory notes payable to related parties with interest at 10%, due on varying dates in 2004 and 2005 (B) (C) (D)		425,000	689,000
Promissory note payable with interest at 10% due June 10, 2004		0	100,000
Advance payable to a related party (C)		0	40,000
Totals		425,000	1,127,481
		2004	2003
Less:
	Unamortized discounts attributable to warrants and beneficial conversion rights issued with certain promissory notes payable	0	(60,368)
Current portion of notes payable		(400,000)	(281,000)
Notes payable - long-term portion		$25,000	$ 786,113

-F 15-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 9 - Notes Payable (Continued)

(A) The notes were convertible into shares of the Company's common stock at prices that range from $.10 to $.20 per share. The Company issued notes in the principal amount of $78,500 and $127,481 in the years ended November 30, 2004 and 2003, respectively. In addition, the Company issued a total of 18,644,812 warrants to purchase common stock exercisable at $.10 per share to the lenders on the respective dates of the issuances of the notes including 1,209,812 and 2,116,250 in the years ended November 30, 2004 and 2003, respectively. These warrants may only be exercised if the note is converted. The Company initially increased additional paid-in capital by $127,236 in 2002, based on the estimated fair values of the warrants (the fair market values of warrants issued in 2003 and 2004 were not material) and reduced the carrying value of the convertible promissory notes payable by the same amount for the debt discount attributable to the fair value of the warrants. In additio n, after the initial allocation of the loan proceeds to the relative fair values of the warrants and the notes in 2002, the fair value of the Company's common stock exceeded the effective conversion price of certain notes on their respective dates of issuance. Such excess, which represents beneficial conversion rights, totaled $39,837, which the Company recorded by increasing both debt discount and additional paid-in capital by that amount. The debt discount attributable to the warrants and the beneficial conversion rights was being amortized to interest expense over the term of the convertible notes. During 2004, notes with a carrying value of $224,376 ($205,981 of principal and $18,395 of accrued interest) were converted into 1,874,691 shares of common stock. During 2003, notes with a carrying value of $769,800 ($678,000 of principal and $91,800 of accrued interest) were converted into 5,143,332 shares of common stock.

(B) These notes are convertible into shares of the Company's common stock at prices that range from $.10 to $.20 per share. During 2004, notes with a carrying value of $370,029 ($294,000 of principal and $76,029 of accrued interest) were converted into 2,009,692 shares of common stock. During 2003, $181,937 ($157,000 of principal and $24,937 of accrued interest) were converted into 1,426,215 shares of common stock.

(C) This advance from a related party was converted in January 2004 into a convertible promissory note bearing interest at 10% that is included with the other outstanding convertible notes at November 30, 2004.

(D) The Company is obliged to register for resale under the Securities Act of 1933 all of the shares issued upon conversion of these notes and the exercise of warrants issued in connection with these notes.

Interest expense of $85,950 and $175,209 and amortization of debt discount of $60,368 and $251,351 were attributable to notes payable to related parties in the fiscal years ended November 30, 2004 and 2003, respectively.

The maturities of notes payable in years subsequent to November 30, 2004 are as follows:

Year Ending November 30	Amount
2005	$400,000
2006	25,000
Total	$425,000

-F 16-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 10 - Warrants

During the year ended November 30, 2003 an investor, who is also a director of a subsidiary of the Company, assisted the Company by finding a group of investors that purchased 10% convertible notes from the Company in the principal amount of $78,500 and, as a result, obtained the right to purchase a 10% convertible note from the Company in an equivalent principal amount under the same terms at anytime for one year following the receipt of the group's investment. On February 20, 2004, the investor exercised that right, and the Company received proceeds of $78,500 from the sale of the 10% convertible note, which would have required the payment of principal and interest in February 2007. Immediately upon issuance, the consultant exercised his right to convert the principal amount of the note into 785,000 shares of the Company's common stock at the stated conversion price of $0.10 per share. Pursuant to the agreement, the investor also received warrants to purchase 785,0 00 shares of the Company's common stock, which are exercisable at $.10 per share at anytime through February 2014.

In addition to the warrants to purchase 785,000 shares of the Company's common stock exercisable at $.10 per shares issued to the investor and warrants issued in connection with notes payable issued in the year ended November 30, 2004 described above, the Company issued warrants to purchase 696,667 shares of common stock for financial consulting services rendered at exercise prices ranging from $.06 to $.12 per share, warrants to purchase 5,000,000 shares of common stock in connection with the sale of convertible preferred stock and warrants to purchase 800,000 shares of common stock to the placement agent for the sale of the preferred stock during the year ended November 30, 2004. The warrants issued to the consultants will expire from January 2008 to January 2013. The Company recognized consulting fee expense of $ 402,437 for the fair value of the warrants determined using the Black-Scholes option pricing model. The warrants issued in connection with the sale of pr eferred stock will expire in July 2007. These warrants are exercisable at the lowest of (i) the average of the ten closing prices of the common stock on the OTC Bulletin Board during the 10 trading days immediately preceding the exercise date, or (ii) $.20 per share which was the closing price of the common stock on July 13, 2004, the date of issuance of the warrants.

During the year ended November 30, 2004, 1,130,000 warrants were exercised at $.10 per share. As of November 30, 2004, warrants to purchase 26,342,729 shares of common stock were outstanding and exercisable at $.06 to $.20 per share.

Note 11 - Preferred Stock

The Company's Board of Directors has the authority, without further action by the stockholders, to issue up to 2,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors has designated 20,000 shares as Series I convertible preferred stock. On July 13, 2004, the Company completed a private placement of Series I convertible preferred stock. A total of 20,000 shares were sold to accredited investors at a price of $100 per share. The Series I shares are convertible at any time into common stock at 80% of the average trading price of the lowest three inter-day trading prices of the common stock for the ten days preceding the conversion date, but at an exercise price of no more than $.20 per share and no less than $.05 per share. The conversion of the Series I preferred stock is limited to 9.99% of the Company's common stock outstanding on the date of conversion. The Se ries I preferred stock does not have voting rights. The purchasers also received warrants to acquire up to 5,000,000 shares of the Company's common stock. The terms associated with the warrants are described in Note 10. In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series I convertible preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series I preferred stock held. After such payment has been made in full, such holders of Series I convertible preferred stock shall be entitled to no further participation in the distribution of the assets of the Company.

Proceeds to the Company were $1,714,149, net of $285,851 of issuance costs, of which $902,388 was assigned to the 5,000,000 warrants, utilizing the Black-Scholes option pricing model. The terms associated with the warrants are described in Note 10. In connection with the issuance of the Series I convertible preferred stock and warrants, the Company recorded 1,721,144 related to the beneficial conversion feature on the Series I preferred stock as a deemed dividend, which increased additional paid- in-capital. The preferred stock issued included a beneficial conversion feature because the effective conversion price of the Series I preferred stock was less than the fair value of the common stock on the date of issuance. The deemed dividend of $1,721,144 increased the loss applicable to common stockholders in the calculation of basic loss per common share.

During the fiscal year, 2,000 shares of preferred stock were converted into 1,222,222 shares of common stock.

-F 17-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 12 - Common Stock Reserved for Future Issuance

At November 30, 2004 and 2003, the Company had reserved 48,211,056 and 35,385,430 shares of common stock, respectively, for potential future issuances upon exercise of outstanding warrants and options, and conversion of convertible notes payable outstanding as follows:

	November 30, 2004	November 30, 2003
Warrants (Note 10)	26,342,729	21,622,917
Stock options (Note 13)	7,503,000	8,198,334
Preferred stock (Note 11)	12,198,660	0
Convertible notes (Note 9)	2,166,667	5,564,179
Total	48,211,056	35,385,430

At November 30, 2004, warrants to purchase 2,166,667 shares will become exercisable when related convertible notes payable are converted. All of the other warrants are exercisable in whole or in part, at any time and from time to time on or before the expiration date. These warrants are or will be exercisable at $.06 to $.20 per share and expire at various dates from November 2005 through 2014.

Note 13 - Stock Compensation Plans

2000 Stock Incentive Plan: Effective February 15, 2000, the Company adopted a 2000 Stock Incentive Plan and a 2000 Employee Benefit Plan which authorizes the granting of shares and options to employees, outside directors, consultants, and vendors. The 2000 Stock Incentive Plan and 2000 Employee Benefit Plan were approved by shareholders at the May 2000 annual meeting. Under the Plans, awards are made in the form of restricted shares or options, which may constitute incentive stock options ("ISO") or nonstatutory stock options ("NSO"). Only employees of the Company are eligible for the grant of incentive stock options. The total number of options and restricted shares that could have been awarded under the 2000 Stock Incentive Plan initially was 5,000,000. As of the first day of each calendar year commencing January 1, 2001, this total will automatically increase by 2% of the total number of common shares then outstanding or 500,000 shares, whichever is less. T he option price, number of shares, grant date, and vesting period are determined at the discretion of the Company's Board of Directors. The exercise price of each ISO granted under the plan must equal 100% of the market price of the Company's stock on the date of grant. The exercise price of each NSO grant under the plan cannot be less than 85% of the market price of the Company's stock on the date of grant. An option's maximum term is 10 years. As of November 30, 2004, the total number of options that were authorized for issuance under the 2000 Stock Incentive Plan had increased from 5,000,000 shares to 7,000,000. However, the Company has issued more options than were authorized under the 2000 Stock Incentive Plan. This was necessary to provide an incentive to key employees to stay with the Company or one of its subsidiaries. The Company obtained stockholders' approval for an increase in the number of options authorized for issuance at its stockholders' meeting.

2000 Employee Benefit Plan: On July 3, 2000, the Company filed with the Securities and Exchange Commission an S-8 registration statement (the "Registration Statement") in respect of its 2000 Employee Benefit Plan to register 35,000,000 shares of the Company's common stock issuable under the plan. One or more Performance Awards may be granted under the plan to any eligible person providing services to or for the Company. The value of such awards may be linked to the market value, book value or other measure of the value of the common stock or other specific performance criteria determined appropriate by the Board of Directors or the Compensation Committee (the "Committee"). The Board or the Committee may approve stock payments to eligible persons who elect to receive such payments in the manner determined by the Board or the Committee. The total number of shares that can be awarded under the 2000 Employee Benefit Plan is 35,000,000.

Prior to 2000, the Company had issued options with terms of up to 10 years and exercise prices of $.10 per share (the fair market value at the respective dates of grant) to various employees, officers and directors of the Company in return for various services rendered to the Company. None of these options remained outstanding at November 30, 2004 and 2003. Changes during the years ended November 30, 2004 and 2003 in stock options outstanding with respect to the 2000 plans for the Company were as follows:

-F 18-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 13 - Stock Compensation Plans (Continued)

	2004		2003
	Shares	Weighted Average Exercise Price	Shares	Weighted Average Exercise Price
Options outstanding at beginning of year	8,198,334	$0.10	9,555,000	$0.12
Granted	500,000	$0.61	2,350,000	$0.09
Forfeited	(3,083,334)	$0.10	(1,263,500)	$0.12
Exercised	(512,000)	$0.20	(2,443,166)	$0.11
Options outstanding at end of year	5,103,000	$0.14	8,198,334	$0.11
Options exercisable at end of year	3,216,889		5,768,890

The following table summarizes information about stock options outstanding for the 2000 plans at November 30, 2004, all of which are at fixed prices:

Range of Exercise Prices	Number Outstanding At 11/30/04	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable At 11/30/04
$.06 - $.08	3,413,000	2.45 yrs	0.08	2,054,668
$.115 - $.20	1,190,000	1.31 yrs	0.13	1,037,222
$.51 - $.70	500,000	2.17 yrs	0.61	125,000
	5,103,000			3,216,890

2004 Equity Incentive Plan: Effective June 16, 2004, the Company adopted an equity incentive plan, which authorizes the granting of stock awards to employees, directors, and consultants. The purpose of the plan is to provide a means by which eligible recipients of stock awards may be given the opportunity to benefit from increases in the value of the common stock through granting of incentive stock options, nonstatutory stock options, stock purchase awards, stock bonus awards, stock appreciation rights, stock unit awards and other stock awards. The shares of common stock may be issued pursuant to stock awards shall not exceed in the aggregate 15,000,000 shares of common stock plus an annual increase to be added of the first day of each Company fiscal year, beginning in 2005 and ending in (and including) 2013, equal to the lesser of the following amounts: (a) 15% of the Company's outstanding shares of common stock on the day preceding the first day of such fiscal year; (b) 25,000,000 sh ares of common stock; or (c) an amount determined by the Board. Incentive stock options may be granted only to employees. The exercise price of each ISO granted under the plan must equal 100% of the market price of the Company's stock on the date of the grant. A 10% stockholder shall not be granted an incentive stock option unless the exercise price of such option is at least 110% of the fair market value of the common stock on the date of the grants and the option is not exercisable after the expiration of five years from the date of the grant. The Board, in its discretion, shall determine the exercise price of each nonstatutory stock option. An option's maximum term is 10 years.

Changes during the year ended November 30, 2004 in stock options outstanding with respect to the 2004 plan for the Company were as follows:

-F 19-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 13 - Stock Compensation Plans (Continued)

	Shares	Weighted Average Exercise Price
Options outstanding at beginning of year	0	$0.00
Granted	2,400,000	$0.26
Expired	0	$0.00
Exercised	0	$0.00
Options exercisable at end of year	2,400,000	$0.26

The following table summarizes information about stock options outstanding for the 2004 plan at November 30, 2004, all of which are at fixed prices:

Range Of Exercise Prices	Number Outstanding At 11/30/2004	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price	Number Exercisable At 11/30/2004
$0.21 - $0.50	2,400,000	4.79 yrs.	$0.26	212,500

SFAS 123 provides for the use of a fair value based method of accounting for stock-based compensation. However, SFAS 123 allows an entity to continue to measure compensation cost related to stock and stock options issued to employees using the intrinsic value method of accounting prescribed by APB 25. Entities electing to continue to use the intrinsic value method must make pro forma disclosures of net income or loss and earnings or loss per share as if a fair value method of accounting had been applied. In accordance with SFAS 123 and Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure." The Company and Xenogenics, its subsidiary (see Note 14), have elected to continue to account for their stock options issued to employees under APB 25. Since the exercise price of all of the options granted by the Company and its subsidiary to their employees has been equal to or greater than fair value, the Company has not recognized any earned or unearned compensation cost in its consolidated financial statements in connection with those options. The Company's historical net loss and basic net loss per share, and pro forma net loss and basic net loss per share, for the years ended November 30, 2004 and 2003 assuming compensation cost had been determined based on the fair value of all options at the respective dates of grant using a pricing model consistent with the provisions of SFAS 123 are set forth below:

	2004	2003
Net loss applicable to common stockholders as reported	$(3,460,140)	$(1,984,053)
Stock-based employee compensation expense assuming a fair value based method has been used for all awards	148,230	248,082
Net loss - pro forma	$(3,608,370)	$(2,232,135)
Basic loss per share as reported	$(.03)	$(.02)
Basic loss per share - pro forma under SFAS 123	$(.03)	$(.02)

The fair value of each option granted by the Company was estimated on the date of grant using the Black-Scholes option pricing model, as permitted by SFAS 123, with the following weighted-average assumptions used for the years ended November 30, 2004 and 2003 as follows:

	2004	2003
Dividend yield	0%	0%
Expected volatility	135%	84%
Risk-free interest rate	2.9%	2.9%
Expected lives	5.0 years	3.0 years

-F 20-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 13 - Stock Compensation Plans (Continued)

In December 2004, the Financial Accounting Standards Board (the "FASB") issued statement of Financial Accounting Standards No.123(R)("SFAS 123R), "Share Based Payment", which amends SFAS 123 and will be effective for public companies that are small business filers for annual periods beginning after December 15, 2005. The new standard will require us to expense employee stock options and other share-based payments. The FASB believes the use of a binomial lattice model for option valuation is capable of more fully reflecting certain characteristics of employee share options compared to the Black-Scholes options pricing model. The new standard may be adopted in one of three ways - the modified prospective transition method, a variation of the modified prospective transition method or the modified retrospective transition method. We are currently evaluating how we will adopt the standard and evaluating the effect that the adoption of SFAS 123(R) will have on o ur financial position and results of operations.

Note 14- Xenogenics Subsidiary and Minority Interest

As of November 30, 2004 and 2003, the Company owned 56.4% of the 2,659,004 outstanding common shares of Xenogenics, one of its subsidiaries.

Xenogenics had options to acquire 211,556 shares at $1.00 per share outstanding as of November 30, 2004 and 2003. The options had a weighted average contractual life of 2.5 years as of November 30, 2004.

Note 15- Subsequent Events

On February 10, 2005 the Company completed a private placement offering. Pursuant to subscription agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 11 accredited investors, the Company received an aggregate of $4,000,000 and issued an aggregate of 26,666,668 shares of common stock; three year warrants to purchase an aggregate of 18,000,000 shares of stock at $.20 per share; and three year warrants to purchase an aggregate of 8,000,000 shares of common stock at $.30 per share, pursuant to Regulation D of the Securities Act of 1933, as amended. In connection with the offering, the Company entered into a registration rights agreement with the investors and agreed to file a registration statement for the resale of the common stock and the shares issuable upon exercise of the warrants within 90 days of the date of the agreement. Pursuant to the terms of the registration rights agreement, the Company is required to have the registration sta tement declared effective by the Securities and Exchange Commission within 150 days from the date of filing. Effective February 10, 2005 in conjunction with this offering the Company entered into a series of standstill agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 27 of its security holders, including seven members of the Board of Directors, wherein the security holders have agreed not to exercise an aggregate of 25,635,500 options and warrants to purchase shares of common stock, until such time as the Company has obtained stockholder approval to amend its certificate of incorporation to provide for additional authorized shares of common stock.

The Company also entered into an agreement on January 29, 2005, subject to the completion of the private placement described above, with Anthony J. Cataldo to serve as the Company's non-executive Co-Chairman of the Board and to provide consulting services in the field of fundraising on behalf of the Company. The agreement is for a term of three years and provides for Mr. Cataldo to receive a non-statutory stock option to purchase 250,000 shares of the Company's common stock at an exercise price of $.28 per share. Additionally, Mr. Cataldo will receive a monthly cash consulting fee of $15,000 and a one-time cash payment of $150,000 as compensation for services performed in connection with capital fundraising by the Company. Mr. Cataldo also was granted a five-year warrant to purchase 10,000,000 shares of the Company's common stock at $.28 per share. One half of the warrants become exercisable in equal monthly installments over the three year vesting period and the remainder become exerci sable within 30 days of the Company closing an additional equity financing arranged by Mr. Cataldo of at least $10,000,000, provided that the warrant will not be exercisable until the Company's shareholders approve an increase in the Company's authorized common stock.

-F 21-

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MULTICELL TECHNOLOGIES, INC. and Subsidiaries

Notes to Consolidated Financial Statements
For the Years Ended November 30, 2004 and 2003 (Continued)

Note 15- Subsequent Events (Continued)

As of February 1, 2005, subject to the completion of the private placement described above, the Company entered into an agreement with Stephen Chang, Ph. D. to serve as the Company's President. The agreement provides that Dr. Chang will be employed at will by the Company, however in the event that the Company terminates the agreement without cause or Dr. Chang terminates the agreement for good reason, as set forth in the agreement, Dr. Chang will be entitled to receive severance pay in the form of 6 months compensation. The agreement further provides that Dr. Chang will receive $15,000 per month comprised of $10,000 in cash and $5,000 per month in shares of the Company's common stock issued under the 2004 Equity Incentive Plan (the "Plan"), calculated at the fair market value on the date of grant on a quarterly basis. The agreement also provides for Dr. Chang to receive incentive stock options to purchase 5,000,000 shares of the Company's common stock at an exercise price of $ .28 per share (the" Option"), the fair market value of the Company's common stock on date of grant, under the Company's Plan. Subject to the terms of the Plan, the Option will be exercisable for a period of five years and vest monthly over a three year term as of the effective date of the agreement in equal increments.

-F 22-

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MULTICELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

		February 28, 2005	November 30, 2004
		(Unaudited)
	ASSETS
Current assets:
	Cash and cash equivalents	$5,273,405	$1,311,879
	Accounts and royalties receivable	106,897	94,518
	Current portion of notes receivable	0	595,000
	Other current assets	128,292	35,143
Total current assets		5,508,594	2,036,540
Equipment and improvements, net		101,080	106,078
License agreement, net of accumulated amortization of $457,994 and $424,886		1,975,399	2,008,507
Other assets		98,142	98,142
Total Assets		$7,683,215	$4,249,267
	LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued expenses	$739,643	$478,310
	Current portion of related party notes payable	400,000	400,000
	Current portion of deferred income	119,486	119,486
	Other current liabilities	140,822	130,959
Total current liabilities		1,399,951	1,128,755
Non-current liabilities:
	Notes payable, net of current portion	0	25,000
	Deferred income, net of current portion	565,861	595,733
	Other liabilities	0	4,733
Total non-current liabilities		565,861	625,466
Total liabilities		1,965,812	1,754,221
Minority interest		139,166	142,788
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01par value: 1,000,0000 shares authorized, 15,000 and 18,000 shares designated as Series I Convertible Preferred issued and outstanding, liquidation value $100 per share		150	180
Common stock, $.01 par value: 200,000,000 shares authorized, 156,040,914 and 125,483,441 shares issued  and outstanding		1,560,407	1,254,832
Additional paid-in capital		26,821,780	21,784,368
Deferred compensation costs		(1,435,366)	0
Accumulated deficit		(21,368,734)	(20,687,122)
Total stockholders' equity		5,578,237	2,352,258
Total Liabilities and Stockholders' Equity		$7,683,215	$4,249,267

See accompanying notes to condensed consolidated financial statements.

-F 23-

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MULTICELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months Ended February 28, 2005 and February 29, 2004

	2005	2004
Revenue	$41,822	$181,874
Operating expenses:
Selling, general and administrative	576,332	568,439
Research and development	115,819	224,298
Depreciation and amortization	40,000	40,776
Total operating expenses	732,151	833,513
Operating loss	(690,329)	(651,639)
Other income (expense):
Interest expense	(10,130)	(22,513)
Amortization of discount on notes payable	0	(13,555)
Interest income	10,225	19,433
Amortization of discount on notes receivable	5,000	7,500
Minority interest in net loss of subsidiary	3,622	0
Total other income (expense)	8,717	(9,135)
Net loss	$(681,612)	$(660,774)
Basic and diluted net loss per share	$(0.01)	$(0.01)
Weighted average number of common shares outstanding	135,626,130	118,635,742

See accompanying notes to condensed consolidated financial statements.

-F 24-

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MULTICELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Three Months Ended February 28, 2005 and February 29, 2004

	2005	2004
Cash flows from operating activities:
Net loss	$(681,612)	$(660,774)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization	40,000	40,776
Amortization of discount on notes receivable	(5,000)	(7,500)
Amortization of discount on notes payable	0	13,555
Amortization of deferred compensation	41,010	24,916
Common stock issued for services	70,529	18,530
Warrants issued for services	20,740	413,300
Options issued for services	41,369	0
Minority interest in net loss of subsidiary	(3,622)	0
Changes in operating assets and liabilities:
Accounts and royalties receivable	(12,379)	1,589
Other current assets	(30,928)	180
Accounts payable and accrued expenses	261,333	(96,320)
Other current liabilities	9,863	(24,071)
Deferred income	(29,872)	(176,299)
Other liabilities	268	(16,692)
Net cash used in operating activities	(278,301)	(468,810)
Cash flows from investing activities:
Purchase of equipment	(1,894)	(4,279)
Principal payments on notes receivable	600,000	0
Net cash provided by (used in) investing activities	598,106	(4,279)
Cash flows from financing activities:
Proceeds from issuance of common stock, net	3,441,721	0
Proceeds from notes payable	0	78,500
Payments of notes payable	0	(125,000)
Proceeds from exercised warrants	200,000	94,360
Net cash provided by financing activities	3,641,721	47,860
Net increase (decrease) in cash and cash equivalents	3,961,526	(425,229)
Cash and cash equivalents, beginning of period	1,311,879	1,058,960
Cash and cash equivalents, end of period	$5,273,405	$633,731

See accompanying notes to condensed consolidated financial statements.

-F 25-

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MULTICELL TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) CONT.
For the Three Months Ended February 28, 2005 and February 29, 2004

		2005	2004
Non-cash Transactions:
	Deferred compensation arising from issuance of warrants to a consultant	$1,476,376
	Conversion of convertible notes payable into common stock	$30,000	$320,404

See accompanying notes to condensed consolidated financial statements.

-F 26-

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MULTICELL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements and related notes of MultiCell Technologies, Inc. (formerly Exten Industries, Inc. prior to April 1, 2004) and its subsidiaries (the "Company") have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") for interim financial statements. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation have been included. It is suggested that these condensed consolidated financial statements be read in conjunction with the audited consolidated financial statements and notes thereto (the "Audited Financial Statements") also included in this prospectus. The results of operations for the th ree month period ended February 28, 2005 are not necessarily indicative of the operating results anticipated for the fiscal year ending November 30, 2005.

REVENUE RECOGNITION

The Company's revenues have been generated primarily from contractual research activities and royalties on the license for the sale of cells through its sale and distribution agreement with XenoTech LLC ("XenoTech") (see Note 6 in the Audited Financial Statements). Management believes such sources of revenue will be part of the Company's ongoing operations. The Company applies the guidance provided by SEC Staff Accounting Bulletin Topic 13, "Revenue Recognition" ("Topic 13"). Under the provisions of Topic 13, the Company recognizes revenue from commercial and government research agreements as services are performed, provided a contractual arrangement exists, the contract price is fixed or determinable and the collection of the contracted amounts is reasonably assured. In situations where the Company receives payment in advance of the performance of services, such amounts are deferred and recognized as revenue as the related services are performed. Deferred revenues associated with ser vices expected to be performed within the 12 - month period subsequent to the balance sheet date are classified as a current liability. Deferred revenues associated with services expected to be performed at a later date are classified as non-current liabilities.

The Company did not recognize revenue based on the $2.1 million minimum royalty amount for the current fiscal year, as the agreement requires such minimums to be paid by XenoTech as a condition of their exclusivity. As XenoTech could elect not to pay this amount and thereby lose exclusivity, the Company has not recognized revenues based on the minimum royalties. To date XenoTech's revenues have not approached the level required to meet the minimum royalty payments as defined in the agreement. It is the Company's belief that the collectibility of such minimum amount is not reasonably assured. As a result, the Company has only recognized royalties based on the XenoTech's actual sales for the period.

2. SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid for interest totaled $10,130 and $22,514 for the three month period ended February 28, 2005 and February 29, 2004, respectively.

3. NOTES PAYABLE

Notes payable as of November 30, 2004 of $425,000 was comprised of two convertible notes payable to related parties with interest at 10%, due on varying dates in 2004 and 2005.

-F 27-

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MULTICELL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

3. NOTES PAYABLE (Continued)

During the three months ended February 28, 2005, one of the convertible notes (see Note 9 in the Audited Financial Statements) with a principal balance of $25,000 plus accrued interest of $5,000 was converted into 200,000 shares of the Company's common stock at a conversion price of $.15 per share.

As of February 28, 2005, the Company had reserved 2,704,110 shares of common stock for issuance upon conversion of the remaining related party note payable with a carrying value of $400,000 and accrued interest of $140,822 at a conversion price of $.20 per share.

4. PREFERRED STOCK

The Company's Board of Directors has the authority, without further action by the stockholders, to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions of these shares of preferred stock. The Board of Directors has designated 20,000 shares as Series I convertible preferred stock. On July 13, 2004, the Company completed a private placement of Series I convertible preferred stock. A total of 20,000 shares were sold to accredited investors at a price of $100 per share. The Series I shares are convertible at any time into common stock at 80% of the average trading price of the lowest three inter-day trading prices of the common stock for the ten days preceding the conversion date, but at an exercise price of no more than $.20 per share and no less than $.05 per share. The conversion of the Series I preferred stock is limited to 9.99% of the Company's common stock outstanding on the date of conversion. The Se ries I preferred stock does not have voting rights. The purchaser also received warrants to acquire up to 5,000,000 shares of the Company's common stock. The terms associated with the warrants are described in Note 6 herein. In the event of any dissolution or winding up of the Company, whether voluntary or involuntary, holders of each outstanding share of Series I preferred stock shall be entitled to be paid first out of the assets of the Company available for distribution to stockholders, an amount equal to $100 per share of Series I convertible preferred stock held. After such payment has been made in full, such holders of Series I convertible preferred stock shall be entitled to no further participation in the distribution of the assets of the Company.

During the quarter ended February 28, 2005, the preferred stockholders converted 3,000 preferred shares into 1,500,000 shares of common stock at a conversion price of $.20 per share and as a result, the par value of the preferred stock was reduced by $30, the par value of the common stock was increased by $15,000 and additional paid -in-capital was decreased by $14,970. As of February 28, 2005, the Company had reserved 7,500,000 shares of common stock for issuance upon the conversion of preferred shares.

5. COMMON STOCK, STOCK OPTIONS AND LOSS PER SHARE

On February 10, 2005, the Company completed a private placement offering. Pursuant to subscription agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 11 accredited investors, the Company received an aggregate of $4,000,000 and issued an aggregate of 26,666,668 shares of common stock; three year warrants to purchase an aggregate of 18,000,000 shares of common stock at $.20 per share and three year warrants to purchase an aggregate of 8,000,000 shares of common stock at $.30 per share, pursuant to Regulation D of the Securities Act of 1933, as amended. After deducting issuance costs of $558,279 the Company received net proceeds of $3,441,721. In connection with the offering, the Company entered into a registration rights agreement with the investors and agreed file a registration statement for the resale of the common stock and the shares issuable upon exercise of the warrants within 90 days of the date of the agreement. Pursuant to the terms of the registration rights agreement, the Company is required to have the registration) statement declared effective by the Securities and Exchange Commission within 150 days from the date of filing. Effective February 10, 2005, in conjunction with this offering, the Company entered into a series of standstill agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 27 of its security holders, including seven members of the Board of Directors, wherein the security holders have agreed not to exercise an aggregate of 25,635,500 options and warrants to purchase shares of common stock, until such time as the Company has obtained stockholder approval to amend its certificate of incorporation to provide for additional authorized shares of common stock.

-F 28-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. COMMON STOCK, STOCK OPTIONS AND LOSS PER SHARE (Continued)

During the three months ended February 28, 2005, the Company issued 440,805 shares of common stock for directors and professional fees totaling $70,529 which was charged to selling, general and administrative expenses based on the market value of the shares at the date of issuance.

During the three months ended February 28, 2005, the Company granted options to purchase 5,200,000 shares of common stock to two officers at $.16 and $.28 per share which was the fair market value at the date of grant. The Company also granted options to purchase 50,000 shares of common stock to a consultant at exercise prices ranging from $.16 to $ .28 per share. The Company also granted options to purchase 250,000 shares of common stock to a new member of the Company's Board of Directors, who is also a consultant at an exercise price of $.28 per share. The Company recorded aggregate charges of $41,369 to selling, general and administrative expenses during the three months ended February 28, 2005 based on the fair value of the shares issued to the consultant and the Board member as determined by the Black- Scholes option pricing model.

Changes during the three months ended February 28, 2005 in stock options outstanding for the Company were as follows:

Options outstanding at November 30, 2004	7,503,000
Granted	5,500,000
Options outstanding at February 28, 2005	13,003,000

The Company accounts for stock options granted to employees based on their intrinsic values under the recognition and measurement principles of APB Opinion No. 25, "Accounting for Stock Issued to Employees, and Related Interpretations", and has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation", and the provisions of Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure-an Amendment of FASB Statement No. 123" (see Note 13 in the Audited Financial Statements). Since the exercise price of the options granted by the Company and its subsidiary to their employees has been equal to or greater than fair value, the Company has not recognized any earned or unearned compensation cost in its consolidated financial statements in connection with those options. The Company's historical net loss, basic and diluted ne t loss per share, pro forma net loss and basic and diluted net loss per share for the three months ended February 28, 2005 and February 29, 2004 assuming compensation cost has been determined based on the fair value of all options at the respective dates of grant using a pricing model consistent with the provisions of SFAS 123 and amortized over the vesting period are set forth below:

	Three Months Ended
	February 28, 2005	February 29, 2004
Net loss applicable to common stockholders - as reported	$(681,612)	$(660,774)
Deduct: stock-based employee compensation expense assuming a fair value based method has been used for all awards	(92,979)	(42,773)
Net loss - pro forma	$(774,591)	$(703,547)
Basic and diluted net loss per common share - as reported	$(0.01)	$(0.01)
Basic and diluted net loss per common share - pro forma	$(0.01)	$(0.01)

The fair value of each option granted by the Company for the pro forma computations above and each warrant issued by the Company for consulting services (see Note 6 herein) during the three months ended February 28, 2005 was determined using the Black-Scholes option pricing method with the following weighted average assumptions: dividend yield at 0%, expected volatility at 64%, risk-free interest rate of 2.91%, and expected lives of 5 years.

-F 29-

___________________________________________________________________________

MULTICELL TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

5. COMMON STOCK, STOCK OPTIONS AND LOSS PER SHARE (Continued)

As a result of amendments to SFAS 123, the Company will be required to expense the fair value of employee stock options over the vesting period beginning with its fiscal quarter ending March 1, 2007.

The Company incurred losses for the three months ended February 28, 2005 and February 29, 2004. The assumed effects on loss per share of the exercise of outstanding stock options and warrants and the conversion of convertible notes payable and convertible preferred stock were anti-dilutive and, accordingly, diluted per share amounts equal basic loss per common share amounts. The total number of common shares potentially issuable upon exercise or conversion excluded from the calculation of diluted loss per share was 84,349,839 and 35,349,083 for the three months ended February 28, 2005 and February 29, 2004 respectively.

6. WARRANTS

On December 7, 2004, the Board of Directors voted to approve the issuance of 550,000 three year warrants at $.01 per share to an investor relations firm for consulting services to be rendered over a twelve month period commencing December 1, 2004. The fair value of the warrants determined using the Black-Sholes option pricing model was $82,961. This amount has been included in deferred compensation costs and will be recognized as a charge to expense over a twelve month period commencing December 1, 2004. .

In addition, upon completion of the private placement of common stock and warrants described in Note 5 herein, the Company issued to its non-executive Co-Chairman of the Board a five-year warrant to purchase 10,000,000 shares of the Company's common stock at $.28 per share. The warrants become exercisable in equal monthly installments over a three year vesting period. Vesting will be accelerated on one-half of the warrants to within 30 days of the Company closing an additional equity financing arranged by the non- executive Co- Chairman of the Board of at least $10,000,000, provided that the warrants will not be exercisable until the Company's stockholders approve an increase in the Company's authorized common stock. The Company recognized deferred compensation of $1,476,376 for the fair value of the warrants determined using the Black-Sholes option pricing model. The compensation will be recognized as a charge to expense ratably over the three year contract period commencing February 1, 2005. During the three months ended February 28, 2005, a total of 36,550,000 warrants were issued at prices ranging from $.01 to $.30 and 1,750,000 warrants were exercised at prices ranging from $.10 to $.12 per share. As of February 28, 2005, warrants to purchase 61,142,729 shares of common stock were outstanding and exercisable at $.01 to $.30 per share.

7. GRANT INCOME

In July 2003 the Company was awarded a grant by the National Institutes of Health to improve the function of the cell line. The Company began the project in July, 2004. The total federal award amounted to $139,314. The project period expired on December 31, 2004. During the three months ended February 28, 2005, the Company received $36,256 under the grant and has accounted for this as an offset to research and development expenses for the period.

8. SUBSEQUENT EVENT

On April 6, 2005, the Company entered into a three year sublease agreement for new research and administrative facilities. Basic rental commitments under the sublease agreement are $94,724, $100,296 and $105,868, respectively. The sublease agreement also provides for an optional three year renewal period.

-F 30-

___________________________________________________________________________

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.		Common Stock
__________________________________
TABLE OF CONTENTS
SUMMARY INFORMATION	5	_________________ PROSPECTUS _________________ Dated May 06, 2005
RISK FACTORS	6
FORWARD-LOOKING STATEMENTS	9
USE OF PROCEEDS	10
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	10
DESCRIPTION OF BUSINESS	11
DESCRIPTION OF PROPERTY	17
MANAGEMENT'S DISCUSSION AND ANALYSIS	18
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSON	23
EXECUTIVE COMPENSATION	24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28
DESCRIPTION OF SECURITIES	28
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	29
PLAN OF DISTRIBUTION	30
SELLING STOCKHOLDERS	31
LEGAL PROCEEDINGS	34
EXPERTS	35
INTEREST OF NAMED EXPERTS AND COUNSEL	35
AVAILABLE INFORMATION	35
INDEX TO FINANCIAL STATEMENTS	36
EXHIBITS	74

___________________________________________________________________________

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our amended certificate of incorporation contains provisions permitted under Delaware law relating to the liability of directors. These provisions eliminate a director's personal liability for monetary damages resulting from a breach of fiduciary duty, except in circumstances involving wrongful acts, such as:

· any breach of the director's duty of loyalty;

· acts or omissions which involve a lack of good faith, intentional misconduct or a knowing violation of the law;

· payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law; or

· any transaction from which the director derives an improper personal benefit.

These provisions do not limit or eliminate our rights or any stockholder's rights to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of director's fiduciary duty. These provisions will not alter a director's liability under federal securities laws.

As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws require us to indemnify our directors and executive officers to the fullest extent not prohibited by the Delaware law. We may limit the extent of such indemnification by individual contracts with our directors and executive officers. Further, we may decline to indemnify any director or executive officer in connection with any proceeding initiated by such person or any proceeding by such person against us or our directors, officers, employees or other agents, unless such indemnification is expressly required to be made by law or the proceeding was authorized by our Board of Directors.

We have entered into indemnity agreements with each of our current directors and certain of our executive officers to give such directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our amended certificate of incorporation and bylaws and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION

The following table sets forth the estimated expenses in connection with the offering described in this registration statement:

SEC registration fee	$	1,941
Printing and engraving expenses	$	1,000
Legal fees and expenses	$	10,000
Accounting fees and expenses	$	5,000
Miscellaneous	$	1,000
Total	$	18,941

___________________________________________________________________________

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES

On February 10, 2005 the Company completed a private placement offering. Pursuant to subscription agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 11 accredited investors, the Company received an aggregate of $4,000,000 and issued an aggregate of 26,666,668 shares of common stock; three year warrants to purchase an aggregate of 18,000,000 shares of stock at $.20 per share; and three year warrants to purchase an aggregate of 8,000,000 shares of common stock at $.30 per share, pursuant to Regulation D of the Securities Act of 1933, as amended. In connection with the offering, the Company entered into a registration rights agreement with the investors and agreed to file a registration statement for the resale of the common stock and the shares issuable upon exercise of the warrants within 90 days of the date of the agreement. Pursuant to the terms of the registration rights agreement, the Company is required to have the registration sta tement declared effective by the Securities and Exchange Commission within 150 days from the date of filing. Effective February 10, 2005 in conjunction with this offering the Company entered into a series of standstill agreements, originally signed on January 29, 2005 and subsequently amended on February 10, 2005, with 27 of its security holders, including seven members of the Board of Directors, wherein the security holders have agreed not to exercise an aggregate of 25,635,500 options and warrants to purchase shares of common stock, until such time as the Company has obtained stockholder approval to amend its certificate of incorporation to provide for additional authorized shares of common stock.

The Company also entered into an agreement on January 29, 2005, subject to the completion of the private placement described above, with Anthony J. Cataldo to serve as the Company's non-executive Co-Chairman of the Board and to provide consulting services in the field of fundraising on behalf of the Company. The agreement is for a term of three years and provides for Mr. Cataldo to receive a non-statutory stock option to purchase 250,000 shares of the Company's common stock at an exercise price of $.28 per share. Additionally, Mr. Cataldo will receive a monthly cash consulting fee of $15,000 and a one-time cash payment of $150,000 as compensation for services performed in connection with capital fundraising by the Company. Mr. Cataldo also was granted a five-year warrant to purchase 10,000,000 shares of the Company's common stock at $.28 per share. One half of the warrants become exercisable in equal monthly installments over the three year vesting period and the remainder become ex ercisable within 30 days of the Company closing an additional equity financing arranged by Mr. Cataldo of at least $10,000,000, provided that the warrant will not be exercisable until the Company's shareholders approve an increase in the Company's authorized common stock.

The parties intended the above private placements to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities. The recipients of securities in each of these transactions represented their intention to acquire the securities for investment only and not with view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates and instruments issued in such transactions. All recipients had adequate access, through their relationships with us, to information about us and each investor was knowledgeable, sophisticated and experienced in making investments of this kind.

___________________________________________________________________________

ITEM 27. EXHIBITS

Exhibit No.	Description of Exhibit
3.1*	Certificate of Incorporation, as filed on April 28, 1970.
3.2*	Certificate of Amendment, as filed on October 27, 1986.
3.3*	Certificate of Amendment, as filed on August 24, 1989.
3.4*	Certificate of Amendment, as filed on July 31, 1991.
3.5*	Certificate of Amendment, as filed on June 13, 2000.
3.6*	Certificate of Amendment, as filed August 14, 1991.
3.7*	Bylaws, as amended
4.1*	Specimen Stock Certificate.
4.2**	Certificate of Designations of Preferences and Rights of Series I Convertible Preferred Stock, as filed on July 13, 2004.(2)
4.3**	Standstill Agreement, dated as of February 11, 2005, between the Registrant and Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Mercator Advisory Group, LLC, Monarch Pointe Fund, LTD, Telstar Limited, Search Capital, Golden Mist Limited, Pentagon Special Purpose Fund, LTD, Anthony Capozza, Steve Capozza, Mark Elliot Schlanger, Asset Mangers International, LTD.(1)
4.4**	Registration Rights Agreement dated as of February 11, 2005, between the Registrant Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Mercator Advisory Group, LLC, Monarch Pointe Fund, LTD, Telstar Limited, Search Capital, Golden Mist Limited, Telstar Limited, Pentagon Special Purpose Fund, LTD, Anthony Capozza, Steve Capozza, mark Elliot Schlanger, Asset Mangers International, LTD.(1)
5.1**	Opinion of Snell & Wilmer LLP(2)
10.1**	Director and Consulting Agreement with Anthony J. Cataldo, dated as of February 1, 2005. (1)
10.2**	Employment Agreement with Stephen Chang, Ph.D, dated as of January 29, 2005.(1)
10.3*	Employment Agreement with Ronald Faris, Ph.D., dated as of September 9, 2001.
10.4**	Subscription Agreement dated as of July 13, 2004, among the Registrant and Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., Monarch Pointe Fund, Ltd., and Mercator Advisory Group, LLC.(2)
10.5*	Subscription Agreement dated as of February 11, 2005, among the Registrant and Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., Monarch Pointe Fund, Ltd., Mercator Advisory Group, LLC, Telstar Limited, Golden Mist Limited, Search Capital, Anthony Capozza, Steve Capozza, Mark Elliot Schlanger, Pentagon Special Purpose Fund, Ltd and Asset Managers International, Ltd.
10.6**	XenoTech License Agreement, dated as of August 1, 2003, between the Registrant and XenoTech, LLC.(3)
10.7*	2004 Equity Incentive Plan and related documents.
10.8*	2000 Stock Incentive Plan and related documents.
10.9**	2000 Employee Benefit Plan and related documents.
10.10*	Form of Indemnity Agreement.
10.11*	Sublease Agreement, dated as of April 6, 2005, between the Registrant and Stem Cells Inc.
10.12*	Director of Compensation
23.1**	Consent of Snell & Wilmer LLP (contained in Exhibit 5.1)(2)
23.1*	Consent of J.H. Cohn LLP
	* Filed herewith
	** Previously filed
	(1) Incorporated by reference to exhibits to our Annual Report on Form 10-KSB for the year ended November 30, 2004 (File No. 001-10221)
	(2) Incorporated by reference to exhibits to our Registration Statement on Form SB-2 filed on August 12, 2004, as amended (File No. 333-118170).
	(3) Incorporated by reference to exhibits to our Annual Report on Form 10-KSB for the year ended November 30, 2003 (File No. 001-10221).
	(4) Incorporated be reference to exhibits to our Registration Statement in Form S-8 filed on July 3, 2000 (File No. 333-40752)

___________________________________________________________________________

ITEM 28. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:
	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
		(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
		(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price present no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;
		(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
		PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
	(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial BONA FIDE offering thereof.
	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whethe r such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

___________________________________________________________________________

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 06, 2005.

MULTICELL TECHNOLOGIES, INC.

By: /s/ W. Gerald Newmin
        W. Gerald Newmin,
        Chief Executive Officer,
        Co-Chairman, and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ W. Gerald Newmin W. Gerald Newmin	Co-Chairman, Chief Executive Officer, and Director	May 06, 2005
/s/ Janice DiPietro, Ph.D. Janice DiPietro	Chief Financial Officer	May 06, 2005
______*__________ /s/ Stephen Chang, Ph.D. Stephen Chang, Ph.D.	President and Director	May 06, 2005
______*__________ /s/ Thomas A. Page Thomas A. Page	Director	May 06, 2005
______*__________ /s/ Ann Ryder Randolph Ann Ryder Randolph	Director	May 06, 2005
______*__________ /s/ Edward Sigmond Edward Sigmond	Director	May 06, 2005
______*__________ /s/ Anthony Cataldo Anthony Cataldo	Co-Chairman and Director	May 06, 2005
______*__________ /s/ Ronald Faris, Ph.D. Ronald Faris, Ph.D.	Senior Vice President and Chief Science Officer	May 06, 2005
* Pursuant to Power of Attorney
/s/ W. Gerald Newmin Attorney-in-fact

___________________________________________________________________________

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1*	Certificate of Incorporation, as filed on April 28, 1970.
3.2*	Certificate of Amendment, as filed on October 27, 1986.
3.3*	Certificate of Amendment, as filed on August 24, 1989.
3.4*	Certificate of Amendment, as filed on July 31, 1991.
3.5*	Certificate of Amendment, as filed on June 13, 2000.
3.6*	Certificate of Amendment, as filed August 14, 1991.
3.7*	Bylaws, as amended
4.1*	Specimen Stock Certificate.
4.2**	Certificate of Designations of Preferences and Rights of Series I Convertible Preferred Stock, as filed on July 13, 2004.(2)
4.3**	Standstill Agreement, dated as of February 11, 2005, between the Registrant and Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Mercator Advisory Group, LLC, Monarch Pointe Fund, LTD, Telstar Limited, Search Capital, Golden Mist Limited, Pentagon Special Purpose Fund, LTD, Anthony Capozza, Steve Capozza, Mark Elliot Schlanger, Asset Mangers International, LTD.(1)
4.4**	Registration Rights Agreement dated as of February 11, 2005, between the Registrant Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Mercator Advisory Group, LLC, Monarch Pointe Fund, LTD, Telstar Limited, Search Capital, Golden Mist Limited, Telstar Limited, Pentagon Special Purpose Fund, LTD, Anthony Capozza, Steve Capozza, mark Elliot Schlanger, Asset Mangers International, LTD.(1)
5.1**	Opinion of Snell & Wilmer LLP(2)
10.1**	Director and Consulting Agreement with Anthony J. Cataldo, dated as of February 1, 2005. (1)
10.2**	Employment Agreement with Stephen Chang, Ph.D, dated as of January 29, 2005.(1)
10.3*	Employment Agreement with Ronald Faris, Ph.D., dated as of September 9, 2001.
10.4**	Subscription Agreement dated as of July 13, 2004, among the Registrant and Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., Monarch Pointe Fund, Ltd., and Mercator Advisory Group, LLC.(2)
10.5*	Subscription Agreement dated as of February 11, 2005, among the Registrant and Mercator Momentum Fund, L.P., Mercator Momentum Fund III, L.P., Monarch Pointe Fund, Ltd., Mercator Advisory Group, LLC, Telstar Limited, Golden Mist Limited, Search Capital, Anthony Capozza, Steve Capozza, Mark Elliot Schlanger, Pentagon Special Purpose Fund, Ltd and Asset Managers International, Ltd.
10.6**	XenoTech License Agreement, dated as of August 1, 2003, between the Registrant and XenoTech, LLC.(3)
10.7*	2004 Equity Incentive Plan and related documents.
10.8*	2000 Stock Incentive Plan and related documents.
10.9*	2000 Employee Benefit Plan and related documents.
10.10*	Form of Indemnity Agreement.
10.11*	Sublease Agreement, dated as of April 6, 2005, between the Registrant and Stem Cells Inc.
10.12*	Director Compensation
23.1**	Consent of Snell & Wilmer LLP (contained in Exhibit 5.1)(2)
23.1*	Consent of J.H. Cohn LLP
	* Filed herewith
	** Previously filed
	(1) Incorporated by reference to exhibits to our Annual Report on Form 10-KSB for the year ended November 30, 2004 (File No. 001-10221)
	(2) Incorporated by reference to exhibits to our Registration Statement on Form SB-2 filed on August 12, 2004, as amended (File No. 333-118170).
	(3) Incorporated by reference to exhibits to our Annual Report on Form 10-KSB for the year ended November 30, 2003 (File No. 001-10221).
	(4) Incorporated be reference to exhibits to our Registration Statement in Form S-8 filed on July 3, 2000 (File No. 333-40752)

EX-3

CERTIFICATE OF INCORPORATION OF EXTEN VENTURES, INC.
WE, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify as follows:
FIRST: The name of the corporation is
EXTEN VENTURES, INC.
SECOND: Its registered office in the State of Delaware is to be located at 306 South State Street, in the City of Dover, County of Kent; and the name of the registered agent of the Corporation in the State of Delaware at such address is the United States Corporation Company.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 4,000,000 shares, of which 3,000,000 shares are Common Stock of $0.01 par value per share, and 1,000,000 shares are Preferred Stock of $0.01 par value per share. The aggregate par value of all such shares having par value is $40,000.
The description of the Preferred Stock, with the ___________, conversion and other rights, voting powers, restrictions, limitations as to dividends and qualifications thereof, and of the Common Stock, with the rights thereof, is as follows:
PREFERRED STOCK
(1)	Preferred Stock may be issued from time to time in one or more Series, each of such Series to have such terms as are stated and expressed herein and in the resolution or resolutions providing for the issue of such Series adopted by the Board of Directors as hereinafter provided;
(2)	The Board of Directors, subject to the provisions hereof, may classify or unclassify any unissued shares of Preferred Stock into one or more Series of Preferred Stock by fixing or altering in any one or more respects, from time to time, before issuance of such unissued shares;
	(a)	The distinctive designation of such Series and the number of shares to constitute such Series;
	(b)	The annual dividend rate on the shares ___ Series, the time of payment, whether or not dividends _________ shall be cumulative, and, if cumulative, the date or ______ which such dividends shall be cumulative;
	(c)	The price at and any terms and conditions on which shares may be redeemed;
	(d)	Sinking fund provisions for the redemption or purchase of shares;
	(e)	The amount payment on the shares of such Series in the event of voluntary liquidation, dissolution or winding up of the Corporation;
	(f)	The amount payable on the shares of such Series in event of involuntary liquidation;
	(g)	Whether or not the shares of such Series be convertible into shares of stock of any other class or classes and if so convertible, the terms and conditions of such ________;
	(h)	The limitations and restrictions, if any, _______ be effective while any shares of such Series are outstanding, upon the payment of dividends or making of other distributions ____ the Common Stock or any other class or classes of stock of the Corporation ranking junior as the shares of such Series;
	(i)	The conditions or restrictions, if any, ________ the creation of indebtedness of the Corporation or any subsidiary and the conditions or restrictions, if any, upon the issuance of any additional stock (including additional shares of such Series or of any other Series ranking on a parity with or prior to the shares of such Series as to dividends or upon liquidation;
	(j)	Any right to vote with holders of shares of any other Series or class and any right to vote as a class, either generally or as a condition to specified corporate action;
	(k)	Such other preferences, rights, restrictions and qualifications as shall not be inconsistent herewith.
(3)	All shares of any Series of Preferred Stock shall be identical with each other in all respects except that shares of any one Series issued at different times may differ as to the dates from which dividends thereon shall be cumulative, if cumulative dividends have been designated for such Series; and all Series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of section (2) hereof.
(4)	The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as herein set forth.
(5)	(a)	The holders of Preferred Stock of each Series shall be entitled to receive and the Corporation shall be bound to pay, out of any funds legally available for such purposes, when and as declared by the Board of Directors, cash dividends thereon at such rate and payable at such times as shall be fixed and determined ____ such Series as herein set forth. Dividends with respect to each Series of Preferred Stock shall be cumulative or non-cumulative, as determined by the Board of Directors, and shall accrue from such date or dates as shall have been fixed and determined with respect to such Series by the Board of Directors as herein provided.
	(b)	In no event, so long as any Preferred Stock shall remain outstanding shall any dividend whatsoever be declared or paid upon, or any distribution be made or ordered in respect of, the Common Stock or any other class of Stock ranking junior to the Preferred Stock, or any moneys be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of shares of Common Stock or of any other such junior class of stock, unless:
		(i)	Full cumulative dividends on the Preferred Stock of all Series for all past dividend periods shall have been paid with respect to any outstanding preferred shares having cumulative dividend rights, and the full dividend on all outstanding shares of Preferred Stock of all Series for the then current dividend period, if any, shall have been paid or declared and set apart for payment; and
		(ii)	The Corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all Series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good.
	(c)	Subject to the foregoing provisions respecting the Preferred Stock, and not otherwise, dividends, payable in cash, stock or otherwise, as may be determined by the Board of Directors may be declared and paid upon the Common Stock from time to time, out of any funds legally available therefor, and no holder of any shares of any Series of Preferred Stock, as such, shall be entitled to participate in any such dividend.
(6)	The Corporation, at the option of the Board of Directors may, at any time permitted by the resolution or resolutions adopted by the Board of Directors providing for the issuance of any Series of Preferred Stock and at the redemption price per share fixed and determined for such Series, redeem the whole or any part of the shares of such Series at the time outstanding (the total sum so payable on any such redemption being herein referred to as the "redemption price"). Notice of every such redemption shall be mailed to the holders of record of the shares of such Series so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. Such notice shall be mailed at least 30 days in advance of the date designated for such redemption to the holders of record of shares so to be redeemed. In case of the redemption of a part only of any Series at the time outstanding, the shares of such Series so to be redeemed shall be selected by lot or pro rata in such manner as the Board of Directors may determine.
(7)	If, on the redemption date specified in such notice, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds in trust for the pro rata benefit of the holders of the shares so called for redemption, then, notwithstanding that any certificates for shares of Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue from and after the date of redemption so designated and all rights of holders of the shares of Preferred Stock so called for redemption shall forthwith, after such redemption date, cease and terminate, excepting only the right of the holders thereof to receive the redemption price therefor but without interest. Any moneys so set aside by the Corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to the general fund s of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the Corporation for payment of the redemption price, and such shares shall not still be deemed to be outstanding.
(8)	Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Preferred Stock of each Series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock, to be paid the amount fixed and determined by the Board of Directors for such Series as herein provided, plus accrued and unpaid dividends thereon to the date of distribution, but the Preferred Stock shall not be entitled to any further payment and any remaining net assets shall be distributed ratably to the outstanding Common Stock. If, upon such liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the net assets of the Corporation shall be insufficient to permit the payment to all outstanding shares of Preferred Stock of all Series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the Corporation shall be distributed ratably to all outsta nding shares of Preferred Stock of all Series in proportion to the full preferential amount to which each share is entitled. Neither a consolidation nor a merger of the Corporation with or into any other corporation or corporations, nor the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this section.
(9)	The Preferred Stock shall not be convertible, except to the extent that any one or more Series thereof may be issued with the privilege of conversion as may be determined by the Board of Directors prior to issuance of any shares of such Series as herein set forth. If the shares of any Series are so issued with the privilege of conversion, then, at the option of the respective holders thereof, the Preferred Stock of such Series shall be convertible into a number of fully paid and non-assessable shares of the Common Stock or any other class of stock of the Corporation at the conversion rate, or upon payment to the Corporation of the conversion price, which is in effect for the Preferred Stock of such Series at the time of such conversion. The initial conversion rate or conversion price (including in the latter case the number of shares of Common Stock or other class of stock issuable upon conversion) and the terms and conditions of conversion for each Series issued with the privilege of conversion shall b e fixed and determined by the Board of Directors as hereinafter provided. Such conversion price or conversion rate with respect to any such Series may be subject from time to time to adjustment by virtue of issuance of securities or rights to purchase securities of the Corporation or upon any capital reorganization or reclassification of the Common Stock of the Corporation, or the consolidation or merger of the Corporation, or the sale, conveyance, lease or other transfer by the Corporation of all or substantially all of its property, or in other circumstances, all to the extent and in the manner fixed and determined by the Board of Directors as herein set forth.
(10)	Shares of any Series of Preferred Stock which have been issued and reacquired in any manner by the Corporation (including shares redeemed, shares purchased and retired and shares which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class, classes or Series) shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the Series of which they were originally a part or may be reclassified and reissued as part of a new Series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other Series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors provided for the issue of any Series of Preferred Stock.
(11)	None of the holders of Preferred Stock of any Series shall have any voting powers for any purpose, except as may be specifically required by law, or except as any such right to vote may be fixed and determined by the Board of Directors prior to issuance of any shares of such Series as herein provided.
(12)	In order for the Board of Directors to establish a Series of Preferred Stock, the Board of Directors shall adopt a resolution or resolutions setting forth the designation and the number of shares of such Series and the relative rights and preferences thereof in respect of the foregoing particulars. The Board of Directors may redesignate any shares of any Series theretofore established that have not been issued, or that have been issued and retired, as shares of some other Series, or change the designation of outstanding shares where desired to prevent confusion.
(13)	For the purposes hereof and of any resolution of the Board of Directors providing for the classification or reclassification of any shares of Preferred Stock:
	(a)	The term "outstanding", when used in reference to shares of stock, shall mean issued shares, including shares held by the Corporation or a subsidiary and shares called for redemption, funds for the redemption of which shall have been deposited in trust;
COMMON STOCK
Subject to the foregoing provisions, dividends may be declared on the Common Stock; and each share of Common Stock shall entitle the holder thereof to one (1) vote in all proceedings in which action shall be taken by Stockholder of the Corporation.
FIFTH: The name and mailing address of each incorporator is as follows:
Name				Address
M.P. ______				306 South State St. Dover, Delaware 19901
K. B. STUBBS				306 South State St. Dover, Delaware 19901
C. S. BOWEN				306 South State St. Dover, Delaware 19901
SIXTH: In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
To authorize and cause to be executed mortgages and liens upon the real and personal property of the Corporation.
To set apart out of any of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve in the manner in which it was created.
By a majority of the whole board, to designate one or more committees, each committee to consist of two or more of the directors of the Corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution or in the by-laws of the Corporation, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, the by-laws may provide that in the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.
When and as authorized by the affirmative vote of the holders of a majority of the stock issued and outstanding having voting power given at a stockholders' meeting duly called upon such notice as is required by statute, or when authorized by the written consent of the holders of a majority of the voting stock issued and outstanding, to sell, lease or exchange all or substantially all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist in whole or in part of __________ property including shares or stock in, and/or other securities of, any other corporation or corporations, as its board of directors shall deem expedient and for the best interests of the Corporation.
SEVENTH: Any corporate action upon which a vote of stockholders is required or permitted may be taken with the written consent of stockholders having not less than a majority of all the stock entitled to vote upon the action if a meeting were held; provided that in no case shall the written consent be by holders having less than the minimum percentage of the vote required by statute for the proposed corporate action and provided that prompt notice be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.
EIGHTH: Meetings of stockholders may be held within or without the State of Delaware, as the by-laws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the by-laws of the Corporation. Elections of directors need not be by written ballot unless the by-laws of the Corporation shall so provide.
NINTH: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this _____ day of April, 1970.

EX-3

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EXTEN VENTURES, INC.
It is hereby certified that:
1.	The name of the corporation (hereinafter called the "Corporation") is EXTEN VENTURES, INC.
2.	The certificate of incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 11,000,000 shares, of which 10,000,000 shares are Common Stock of $0.01 par value per share, and 1,000,000 shares are Preferred Stock of $0.01 par value per share. The aggregate par value of all such shares having par value is $110,000.00.
The description of the Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and qualifications thereof, and of the Common Stock, with the rights thereof, is as follows:
PREFERRED STOCK
(1)	Preferred Stock may be issued from time to time in one or more Series, each of such Series to have such terms as are stated and expressed herein and in the resolution or resolutions providing for the issue of such Series adopted by the Board of Directors as hereinafter provided;
(2)	The Board of Directors, subject to the provisions hereof, may classify or reclassify any unissued shares of Preferred Stock into one or more Series of Preferred Stock by fixing or altering in any one or more respects, from time to time, before issuance of such unissued shares;
	(a)	The distinctive designation of such Series and the number of shares to constitute such Series;
	(b)	The annual dividend rate on the shares of such Series, the time of payment, whether or not dividends thereon shall be cumulative, and, if cumulative, the date or dates from which such dividends shall be cumulative;
	(c)	The price at and any terms and conditions on which shares may be redeemed;
	(d)	Sinking fund provisions for the redemption or purchase of shares;
	(e)	The amount payable on the shares of such Series in the event of voluntary liquidation, dissolution or winding up of the Corporation;
	(f)	The amount payable on the shares of such Series in event of voluntary liquidation;
	(g)	Whether or not the shares of such Series shall be convertible into shares of stock of any other class or classes, and if so convertible, the terms and conditions of such conversion;
	(h)	The limitations and restrictions, if any, to be effective while any shares of such Series are outstanding, upon the payment of dividends or making of other distributions on the Common Stock or any other class or classes of stock of the Corporation ranking junior to the shares of such series;
	(i)	The conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or any subsidiary and the conditions or restrictions, if any, upon the issuance of any additional stock (including additional shares of such Series or of any other Series) ranking on a parity with or prior to the shares of such Series as to dividends or upon liquidation;
	(j)	Any right to vote with holders of shares of any other Series or class and any right to vote as a class, generally or as a condition to specified corporate action;
	(k)	Such other preferences, rights, restrictions and qualifications as shall not be inconsistent herewith.
(3)	All shares of any Series of Preferred Stock shall be identical with each other in all respects except that shares of any one Series issued at different times may differ as to the dates from which dividends thereon shall be cumulative, if cumulative dividends have been designated for such Series; and all Series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of section (2) hereof.
(4)	The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as herein set forth.
(5)	(a)	The holders of Preferred Stock of each Series shall be entitled to receive and the Corporation shall be bound to pay, out of any funds legally available for such purpose, when and as declared by the Board of Directors, cash dividends thereon at such rate and payable at such times as shall be fixed and determined for such Series as herein set forth. Dividends with respect to each Series of Preferred Stock shall be cumulative or non-cumulative, as determined by the Board of Directors, and shall accrue from such date or dates as shall have been fixed and determined with respect to such Series by the Board of Directors as herein provided.
	(b)	In no event, so long as any Preferred Stock shall remain outstanding shall any dividend whatsoever be declared or paid upon, or any distribution be made or ordered in respect of, the Common Stock or any other class of Stock ranking junior to the Preferred Stock, or any moneys be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of shares of Common Stock or of any other such junior class of stock unless:
		(i)	Full cumulative dividends on the Preferred Stock of all Series for all past dividend periods shall have been paid with respect to any outstanding preferred shares having cumulative dividend rights, and the full dividend on all outstanding shares of Preferred Stock of all Series for the then current dividend period, if any, shall have been paid or declared and set apart for payment; and
		(ii)	The Corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all Series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good.
	(c)	Subject to the foregoing provisions respecting the Preferred Stock, and not otherwise, dividends, payable in cash, stock or otherwise, as may be determined by the Board of Directors may be declared and paid upon the Common Stock from time to time, out of any funds legally available therefor, and no holder of any shares of any Series of Preferred Stock, as such, shall be entitled to participate in any such dividends.
(6)	The Corporation, at the option of the Board of Directors may, at any time permitted by the resolution or resolutions adopted by the Board of Directors providing for the issuance of any Series of Preferred Stock and at the redemption price per share fixed and determined for such Series, redeem the whole or any part of the shares of such Series at the time outstanding (the total sum so payable on any such redemption being herein referred to as the "redemption price"). Notice of every such redemption shall be mailed to the holders of record of the shares of such Series so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. Such notice shall be mailed at least 30 days in advance of the date designated for such redemption to the holders of record of shares so to be redeemed. In case of the redemption of a part only of any Series at the time outstanding, the shares of such Series so to be redeemed shall be selected by lot or pro rata in such manner as the Board of Directors may determine.
(7)	If, on the redemption date specified in such notice, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption, then, notwithstanding that any certificates for shares of Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue from and after the date of redemption so designated and all rights of holders of the shares of Preferred Stock so called for redemption shall forthwith, after such redemption date, cease and terminate, excepting only the right of the holders thereof to receive the redemption price therefor but without interest. Any moneys so set aside by the Corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to the general fun ds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the Corporation for payment of the redemption price, and such shares shall not still be deemed to be outstanding.
(8)	Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Preferred Stock of each Series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock, to be paid the amount fixed and determined by the Board of Directors for such Series as herein provided, plus accrued and unpaid dividends thereon to the date of distribution, but the Preferred Stock shall not be entitled to any further payment and any remaining net assets shall be distributed ratably to the outstanding Common Stock. If, upon such liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the net assets of the Corporation shall be insufficient to permit the payment to all outstanding shares of Preferred Stock of all Series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the Corporation shall be distributed ratably to all outsta nding shares of Preferred Stock of all Series in proportion to the full preferential amount to which each share is entitled. Neither a consolidation nor a merger of the Corporation with or into any other corporation or corporations, nor the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this section.
(9)	The Preferred Stock shall not be convertible, except to the extent that any one or more Series thereof may be issued with the privilege of conversion as may be determined by the Board of Directors prior to issuance of any shares of such Series as herein set forth. If the shares of any Series are so issued with the privilege of conversion, then, at the option of the respective holders thereof, the Preferred Stock of such Series shall be convertible into a number of fully paid and non-assessable shares of the Common Stock or any other class of stock of the Corporation at the conversion rate, or upon payment to the Corporation of the conversion price, which is in effect for the Preferred Stock of such Series at the time of such conversion. The initial conversion rate or conversion price (including in the latter case the number of shares of Common Stock or other class of stock issuable upon conversion) and the terms and conditions of conversion for each Series issued with the privilege of conversion shall b e fixed and determined by the Board of Directors as hereinafter provided. Such conversion price or conversion rate with respect to any such Series may be subject from time to time to adjustment by virtue of issuance of securities or rights to purchase securities of the Corporation, or upon any capital reorganization or reclassification of the Common Stock of the Corporation, or the consolidation or merger of the Corporation, or the sale, conveyance, lease or other transfer by the Corporation of all or substantially all of its property, or in other circumstances, all to the extent and in the manner fixed and determined by the Board of Directors as herein set forth.
(10)	Shares of any Series of Preferred Stock which have been issued and reacquired in any manner by the Corporation (including shares redeemed, shares purchased and retired and shares which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class, classes or Series) shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the Series of which they were originally a part or may be reclassified and reissued as part of a new Series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other Series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors provided for the issue of any Series of Preferred Stock.
(11)	None of the holders of Preferred Stock of any Series shall have any voting powers for any purpose, except as may be specifically required by law, or except as any such right to vote may be fixed and determined by the Board of Directors prior to issuance of any shares of such Series as herein provided.
(12)	In order for the Board of Directors to establish a Series of Preferred Stock, the Board of Directors shall adopt a resolution or resolutions setting forth the designation and the number of shares of such Series and the relative rights and preference thereof in respect of the foregoing preferences. The Board of Directors may redesignate any shares of any Series theretofore established that have not been issued, or that have been issued and retired, as shares of some other Series, or change the designation of outstanding shares where desired to prevent confusion.
(13)	For the purposes hereof and of any resolution of the Board of Directors providing for the classification or reclassification of any shares of Preferred Stock;
	(a)	The term "outstanding", when used in reference to shares of stock, shall mean issued shares, excluding shares held by the Corporation or a subsidiary and shares called for redemption, funds for the redemption of which shall have been deposited in trust;
COMMON STOCK
Subject to the foregoing provisions, dividends may be declared on the Common Stock; and each share of Common Stock shall entitle the holder thereof to one (1) vote in all proceedings in which action shall be taken by Stockholders of the Corporation.
3.	A meeting was held by the Board of Directors and the stockholders of said corporation, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
4.	Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.
5.	The capital of said corporation will not be reduced under or by reason of said amendment.
Signed and attested to on the _24_ day of _September_, 1986.
				/S/ _______________
				President
				Exten Venture, Inc.
Attest:
/S/ Betty N. Myers
Secretary
Exten Venture, Inc.
STATE OF CALIFORNIA
COUNTY OF SAN DIEGO
BE IT REMEMBERED that, on September 24, 1986, before me, a Notary Public duly authorized by law to take acknowledgment of deeds, personally came Edward F .Myers, President of Exten Venture, Inc. who duly signed the foregoing instrument before me and acknowledged that such signing is his act and deed, that such instrument as executed is the act and deed of said corporation, and that the facts stated therein are true.
GIVEN under my hand on September 24, 1986.
				/S/ Nora Sanders
				Notary Public
				[If notary has "seal of office", affix same.]

EX-3

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION
EXTEN VENTURES, INC., a corporation organized and existing under an virtue of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Exten Ventures, Inc., resolutions were duly adopted setting forth the following proposed amendments of the Certificate of Incorporation of said Corporation declaring said amendments to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof. The resolutions setting forth the proposed amendments were approved unanimously by the Company's shareholders and is as follows:
	RESOLVED: That the Certificate of Incorporation of this Corporation be amended by adding the Article thereof numbered "Tenth" so that, as amended, said Article shall be and read as follows:
		"TENTH:
		Section 1
			A Director of the Corporation shall not be personally liable to the Corporation or its Shareholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation or its Shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended after approval by the Shareholders of this article to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, so as amended.
			Any repeal or modification of the foregoing paragraph by the Shareholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
		Section 2
			(a)     Right to Indemnification. Each person who was or is made a party to, or is threatened to be made a party to, or is otherwise involved, in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter a "proceeding"), by reason of the fact that he or she is or was a Director, Officer, or employee of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee, or agent of another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee, or agent or in any other capacity while serving as a Director, Officer, employee, or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation La w, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability, and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a Director, Officer, employee, or agent and shall inure to the benefit of the indemnitee's heirs, executors, and administrators; provided, however, that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was a uthorized by the Board of Directors of the Corporation. The right to indemnification conferred in this section shall be a contract right and shall include the right to be reimbursed by the Corporation for expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an "advancement of expenses"); provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an indemnitee in his or her capacity as a Director of Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this section or otherwise (hereinafter an "undertaking").
			(b)     Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of this section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may, at any time thereafter, bring suit against the Corporation to recover the unpaid amount of the claim. If successful, in whole or in part, in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses), it shall be a defense that the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. In any suit brought by the Corporation to recover an advancement of expenses, pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its Shareholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its Shareholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicabl e standard of conduct or, in the case of such suit brought by the indemnitee, by a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this section or otherwise shall be on the Corporation.
			(c)     Non-Exclusivity of Rights. The rights to indemnification and to the advancement of expenses conferred in this section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, By-Law, agreement, vote of Shareholders or disinterested Directors, or otherwise.
			(d)     Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee, or agent of the Corporation or another corporation, partnership, joint venture, trust, or other enterprise against any expense, liability, or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability, or loss under the Delaware General Corporation Law.
			(e)     Indemnification of Agents of the Corporation. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any agent of the Corporation to the fullest extent of the provisions of this section with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation."
SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
FOURTH: That the capital of said Corporation shall not be reduced under or by reason of said amendment.
IN WITNESS WHEREOF, said Exten Ventures, Inc. has caused this Certificate to be signed by J. Brent Bersbach, its Vice President, this 18th day of August 1989.
				By:  /S/  J. Brent Bersbach J. Brent Bersbach Vice President
ATTEST:
By:  /S/ William M. Aul William M. Aul Secretary

EX-3

EXTEN VENTURES, INC.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Exten Ventures, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of Exten Ventures, Inc. by a meeting of its members on July 29, 1991, filed with the minutes of the Board, duly adopted resolutions setting forth a proposed amendment to the Certificate of Incorporation of said Corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said Corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Article 1 of the corporation's Certificate of Incorporation be and it hereby is amended and restated in its entirety to read as follows:

"The name of the corporation (hereinafter called the "Corporation") is EXTEN INDUSTRIES, INC."

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said Corporation was duly called and held on July 29, 1991, in accordance with the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute was voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Exten Ventures, Inc. has caused this certificate to be signed by Howard Brand, its President, and attested by Betty Ann Myers, its Assistant Secretary, this 31 day of July, 1991.

	Exten Ventures, Inc. Howard Brand, President
Betty Ann Myers, Assistant Secretary

EX-3

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF EXTEN INDUSTRIES, INC.
It is hereby certified that:
1.	The name of the corporation (hereinafter called the "Corporation") is EXTEN INDUSTRIES, INC.
2.	The certificate of incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:
FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 51,000,000 shares, of which 50,000,000 shares are Common Stock of $0.01 par value per share, and 1,000,000 shares are Preferred Stock of $0.01 par value per share. The aggregate par value of all such shares having value is $510,000.00.
The description of the Preferred Stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and qualifications thereof, and of the Common Stock, with the rights thereof, is as follows:
PREFERRED STOCK
	(1)	Preferred Stock may be issued from time to time in one or more Series, each of such Series to have such terms as are stated and expressed herein and in the resolution or resolutions providing for the issue of such Series adopted by the Board of Directors as hereinafter provided;
	(2)	The Board of Directors, subject to the provisions hereof, may classify or reclassify any unissued shares of Preferred Stock into one or more Series of Preferred stock by fixing or altering in any one or more respects, from time to time, before issuance of such unissued shares;
		(a)	The distinctive designation of such Series and the number of shares to constitute such Series;
		(b)	The annual dividend rate on the shares of such Series, the time of payment, whether or not dividends thereon shall be cumulative, and, if cumulative, the date or dates from which such dividends shall be cumulative;
		(c)	The price at and any terms and conditions on which shares may be redeemed;
		(d)	Sinking fund provisions for the redemption or purchase of shares;
		(e)	The amount payable on the shares of such Series in the event of voluntary liquidation, dissolution or winding up of the Corporation;
		(f)	The amount payable on the shares of such Series in event of voluntary liquidation;
		(g)	Whether or not the shares of such Series shall be convertible into shares of stock of any other class or classes, and if so convertible, the terms and conditions of such conversion;
		(h)	The limitations and restrictions, if any, to be effective while any shares of such Series are outstanding, upon the payment of dividends or making of other distributions on the Common Stock or any other class or classes of stock of the Corporation ranking junior to the shares of such Series;
		(i)	The conditions or restrictions, if any, upon the creation of indebtedness of the Corporation or any subsidiary and the conditions or restrictions, if any, upon the issuance of any additional stock (including additional shares of such Series or of any other Series) ranking on a parity with or prior to the shares of such Series as to dividends or upon liquidation;
		(j)	Any right to vote with holders of shares of any other Series or class and any right to vote as a class, either generally or as a condition to specified corporate action;
		(k)	Such other preferences, rights, restrictions and qualifications as shall not be inconsistent herewith.
	(3)	All shares of any Series of Preferred Stock shall be identical with each other in all respects except that shares of any one Series issued at different times may differ as to the dates from which dividends thereon shall be cumulative, if cumulative dividends have been designated for such Series; and all Series shall rank equally and be identical in all respects, except as permitted by the foregoing provisions of section (2) hereof.
	(4)	The Preferred Stock is senior to the Common Stock, and the Common Stock is subject to the rights and preferences of the Preferred Stock as herein set forth.
	(5)	(a)	The holders of Preferred Stock of each Series shall be entitled to receive and the Corporation shall be bound to pay, out of any funds legally available for such purpose, when and as declared by the Board of Directors, cash dividends thereon at such rate and payable at such times as shall be fixed and determined for such Series as herein set forth. Dividends with respect to each Series of Preferred Stock shall be cumulative or non-cumulative, as determined by the Board of Directors, and shall accrue from such date or date as shall have been fixed and determined with respect to such Series by the Board of Directors as herein provided.
		(b)	In no event, so long as any Preferred Stock shall remain outstanding shall any dividend whatsoever be declared or paid upon, or any distribution be made or ordered in respect of, the Common Stock or any other class of Stock ranking junior to the Preferred Stock, or any moneys be set aside for or applied to the purchase or redemption (through a sinking fund or otherwise) of shares of Common Stock or of any other such junior class of stock, unless:
			(i)	Full cumulative dividends on the Preferred Stock of all Series for all past dividend periods shall have been paid with respect to any outstanding preferred shares having cumulative dividend rights, and the full dividend on all outstanding shares of Preferred Stock of all Series for the then current dividend period, if any, shall have been paid or declared and set apart for payment; and
			(ii)	The Corporation shall have set aside all amounts, if any, theretofore required to be set aside as and for sinking funds, if any, for the Preferred Stock of all Series for the then current year, and all defaults, if any, in complying with any such sinking fund requirements in respect of previous years shall have been made good.
		(c)	Subject to the foregoing provisions respecting the Preferred Stock, and not otherwise, dividends, payable in cash, stock or otherwise, as may be determined by the Board of Directors may be declared and paid upon the Common Stock from time to time, out of any funds legally available therefor, and no holder of any shares of any Series of Preferred Stock, as such, shall be entitled to participate in any such dividends.
	(6)	The Corporation, at the option of the Board of Directors may, at any time permitted by the resolution or resolutions adopted by the Board of Directors providing for the issuance of any Series of preferred Stock and at the redemption price per share fixed and determined for such Series, redeem the whole or any part of the shares of such Series at the time outstanding (the total sum so payable on any such redemption being herein referred to as the "redemption price"). Notice of every such redemption shall be mailed to the holders of record of the shares of such Series so to be redeemed at their respective addresses as the same shall appear on the books of the Corporation. Such notice shall be mailed at least 30 days in advance of the date designated for such redemption to the holders of record of shares so to be redeemed. In case of the redemption of a part only of any Series at the time outstanding, the shares of such Series so to be redeemed shall be selected by lot or pro rat a in such manner as the Board of Directors may determine.
	(7)	If, on the redemption date specified in such notice, the funds necessary for such redemption shall have been set aside by the Corporation, separate and apart from its other funds, in trust for the pro rata benefit of the holders of the shares so called for redemption, then, notwithstanding that any certificates for shares of Preferred Stock so called for redemption shall not have been surrendered for cancellation, the shares represented thereby shall no longer be deemed outstanding, the right to receive dividends thereon shall cease to accrue from and after the date of redemption so designated and all rights of holders of the share of Preferred Stock so called for redemption shall forthwith, after such redemption date, cease and terminate, excepting only the right of the holders thereof to receive the redemption price thereof but without interest. Any moneys so set aside by the Corporation and unclaimed at the end of six years from the date designated for such redemption shall revert to t he general funds of the Corporation, after which reversion the holders of such shares so called for redemption shall look only to the Corporation for payment of the redemption price, and such shares shall not still be deemed to be outstanding.
	(8)	Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the Preferred Stock of each Series shall be entitled, before any distribution shall be made to the Common Stock or to any other class of stock junior to the Preferred Stock, to be paid the amount fixed and determined by the Board of Directors for such Series as herein provided, plus accrued and unpaid dividends thereon to the date of distribution, but the Preferred Stock shall not be entitled to any further payment and any remaining net assets shall be distributed ratably to the outstanding Common Stock. If, upon such liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the net assets of the Corporation shall be insufficient to permit the payment to all outstanding shares of Preferred Stock of all Series of the full preferential amounts to which they are respectively entitled, then the entire net assets of the Corporation shall be distributed ratab ly to all outstanding shares of Preferred Stock of all Series in proportion to the full preferential amount to which each share is entitled. Neither a consolidation nor a merger of the Corporation with or into any other corporation or corporations, nor the sale of all or substantially all of the assets of the Corporation, shall be deemed to be a liquidation, dissolution or winding up within the meaning of this section.
	(9)	The Preferred Stock shall not be convertible, except to the extent that any one or more Series thereof may be issued with the privilege of conversion as may be determined by the Board of Directors prior to issuance of any shares of such Series as herein set forth. If the shares of any Series are so issued with the privilege of conversion, then, at the option of the respective holders thereof, the Preferred Stock of such Series shall be convertible into a number of fully paid and non-assessable shares of the Common Stock or any other class of stock of the Corporation at the conversion rate, or upon payment to the Corporation of the conversion price, which is in effect for the Preferred Stock of such Series at the time of such conversion. The initial conversion rate or conversion price (including in the latter case the number of shares of Common Stock or other class of stock issuable upon conversion) and the terms and conditions of conversion for each Series issued with the privilege of co nversion shall be fixed and determined by the Board of Directors as hereinafter provided. Such conversion price or conversion rate with respect to any such Series may be subject from time to time to adjustment by virtue of issuance of securities or rights to purchase securities of the Corporation, or upon any capital reorganization or reclassification of the Common Stock of the Corporation, or the consolidation or merger of the Corporation, or the sale, conveyance, lease or other transfer by the Corporation of all or substantially all of its property, or in other circumstances, all to the extent and in the manner fixed and determined by the Board of Directors as herein set forth.
	(10)	Shares of any Series of Preferred Stock which have been issued and reacquired in any manner by the Corporation (including shares redeemed, shares purchased and retired and shares which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class, classes or Series) shall have the status of authorized and unissued shares of Preferred Stock and may be reissued as a part of the Series of which they were originally a part or may be reclassified and reissued as part of a new Series of Preferred Stock to be created by resolution or restrictions of the Board of Directors or as part of any other Series of Preferred Stock, all subject to the conditions or restrictions on issuance set forth in any resolution or resolutions adopted by the Board of Directors provided for the issue of any Series of Preferred Stock.
	(11)	None of the holders of Preferred Stock of any Series shall have any voting powers for any purpose, except as may be specifically required by law, or except as any such right to vote may be fixed and determined by the Board of Directors prior to issuance of any shares of such Series as herein provided
	(12)	In order for the Board of Directors to establish a Series of Preferred Stock, the Board of Directors shall adopt a resolution or resolutions setting forth the designation and the number of shares of such Series and the relative rights and preference thereof in respect of the foregoing preferences. The Board of Directors may redesignate any shares of any Series theretofore established that have not been issued, or that have been issued and retired, as shares of some other Series, or change the designation of outstanding shares where desired to prevent confusion.
	(13)	For the purposes hereof and of any resolution of the Board of Directors providing for the classification or reclassification of any shares of Preferred Stock;
		(a)	The term "outstanding", when used in reference to shares of stock, shall mean issued shares, excluding shares held by the Corporation or a subsidiary and shares called for redemption, funds for the redemption of which shall have been deposited in trust;
COMMON STOCK
Subject to the foregoing provisions, dividends may be declared on the Common Stock; and each share of Common Stock shall entitle the holder thereof to one (1) vote in all proceedings in which action shall be taken by Stockholders of the Corporation.
3.	A meeting was held by the Board of Directors and the stockholders of said corporation, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.
4.	Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.
5.	The capital of said corporation will not be reduced under or by reason of said amendment.
Signed and attested to on the day of 8 day of August, 1991.
					/S/_____________________ President Exten Industries, Inc.
Attest:
/S/  Betty N. Myers Assistant Secretary Exten Industries, Inc.

EX-3

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

It is hereby certified that:

1. The name of the corporation (hereinafter called the "Corporation") is EXTEN INDUSTRIES, INC.

2. The certificate of incorporation of the Corporation is hereby amended by striking out Article Fourth thereof and by substituting in lieu of said Article the following new Article:

FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 201,000,000 shares, of which 200,000,000 shares are Common Stock of $0.01 par value per share and 1,000,000 shares are Preferred Stock of $0.01 par value per share. The aggregate par value of all such shares having value is $2,010,000.00.

The Preferred Stock may be divided into such number of series as the Board of Directors may determine. The Board of Directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to an imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.

3. A meeting was held by the Board of Directors and the stockholders of said corporation, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

4. Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware.

5. The capital of said corporation will not be reduced under or by reason of said amendment.

Signed and attested to on the 18^th day of May, 2000.

________________________________
W. Gerald Newmin,
Chief Executive Officer

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 06/13/2000

001297848 - 0750330

EX-3

B Y - L A W S
OF
EXTEN VENTURES, INC.

ARTICLE I

OFFICES

          Section 1.     Registered Office. The registered office shall be established and maintained at the office of the United States Corporation Company, in the City of Dover, in the County of Kent, in the State of Delaware, and said corporation shall be registered agent of this corporation in charge thereof.

          Section 2.     Other Offices. The corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

          Section 1.     Annual Meetings. Annual meetings of stockholders for the election of directors and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. In the event the Board of Directors fails to so determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the corporation in Delaware on __________________.

          If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

          Section 2.     Other Meetings. Meetings of stockholder for any purpose other than the election of directors may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting.

          Section 3.     Voting. Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation and in accordance with the provisions of these By-Laws shall be entitled to one vote, in person or by proxy, for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. Upon the demand of any stockholder, the vote for directors and the vote upon any question before the meeting, shall be by ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

          A complete list of the stockholders entitled to vote at the ensuring election, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

          Section 4.     Quorum. Except as otherwise required by Law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding a majority of the stock of the corporation entitled to vote shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted which might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

          Section 5.     Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the President or Secretary, or by resolution of the directors.

          Section 6.     Notice of Meetings. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat at his address as it appears on the records of the corporation, not less than ten or more than fifty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

          Section 7.     Action Without Meeting. Unless otherwise provided by the Certificate of Incorporation, any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporation action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

          Section 1.     Number and Term. The number of directors shall be three (3). The directors shall be elected at the annual meeting of the stockholders and each director shall be elected to serve until his successor shall be elected and shall qualify. Directors need not be stockholders.

          Section 2.     Resignations. Any director, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or Secretary. The acceptance of a resignation shall not be necessary to make it effective.

          Section 3.     Vacancies. If the office of any director, member of a committee or other officer becomes vacant, the remaining directors in office, though less than a quorum by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

          Section 4.     Removal. Any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of all the shares of stock outstanding and entitled to vote, at a special meeting of the stockholders called for the purpose and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority in interest of the stockholders entitled to vote.

          Section 5.     Increase of Number. The number of directors may be increased by amendment of these By-Laws by the affirmative vote of a majority of the directors, though less than a quorum, or, by the affirmative vote of a majority in interest of the stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

          Section 6.     Powers. The Board of Directors shall exercise all of the powers of the corporation except such as are by law, or by the Certificate of Incorporation of the corporation or by these By-Laws conferred upon or reserved to the stockholders.

          Section 7.     Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole board, designate one ore more committees, each committee to consist of two or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

          Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending the stockholders a dissolution of the corporation of a revocation of a dissolution, or amending the By-Laws of the corporation; and, unless the resolution, these By-Laws, or the Certificate of Incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.

          Section 8.     Meetings. The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent in writing of all the directors.

          Regular meetings of the directors may be held without notice at such places and times as shall be determined from time to time by resolution of the directors.

          Special meetings of the board may be called by the President or by the Secretary on the written request of any two directors on at least two days' notice to each director and shall be held at such place or places as may be determined by the directors, or as shall be stated in the call of the meeting.

          Section 9.     Quorum. A majority of the directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

          Section 10.     Compensation. Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the board a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

          Section 11.     Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the board, or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

          Section 1.     Officers. The officers of the corporation shall be a President, a Treasurer, and a Secretary, all of whom shall be elected by the Board of Directors and who shall hold office until their successors are elected and qualified. In addition, the Board of Directors may elect a Chairman, one or more Vice Presidents and such Assistant Secretaries and Assistant Treasurers as they may deem proper. None of the officers of the corporation need be directors. The officers shall be elected at the first meeting of the Board of Directors after each annual meeting. More than two offices may be held by the same person.

          Section 2.     Other Officers and Agents. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

          Section 3.     Chairman. The Chairman of the Board of Directors, if one be elected, shall preside at all meetings of the Board of Directors and he shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

          Section 4.     President. The President shall be the chief executive officer of the corporation and shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. He shall preside at all meetings of the stockholders if present thereat, and in the absence or non-election of the Chairman of the Board of Directors, at all meetings of the Board of Directors, and shall have general supervision, direction and control of the business of the corporation. Except as the Board of Directors shall authorize the execution thereof in some other manner, he shall execute bonds, mortgages and other contracts in behalf of the corporation, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assist ant Treasurer.

          Section 5.     Vice President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the directors.

          Section 6.     Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the corporation. He shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositaries as may be designated by the Board of Directors.

          The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, or the President, taking proper vouchers for such disbursements. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as Treasurer and of the financial condition of the corporation. If required by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the board shall prescribe.

          Section 7.     Secretary. The Secretary shall give, or cause to be given, notice of all meeting of stockholders and directors, and all other notices required by law or by these By-Laws, and in case of his absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these By-Laws. He shall record all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him by the directors or the President. He shall have the custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the President, and attest the same.

          Section 8.     Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

ARTICLE V

MISCELLANEOUS

          Section 1.     Certificates of Stock. Certificate of stock, signed by the Chairman or Vice Chairman of the Board of Directors, if they be elected, President or Vice-President, and the Treasurer or an Assistant Treasurer, or Secretary or an Assistant Secretary, shall be issued to each stockholder certifying the number of shares owned by him in the corporation. When such certificates are counter-signed (1) by a transfer agent other than the corporation or its employee, or, (2) by a registrar other than the corporation or its employee, the signatures of such officers may be facsimiles.

          Section 2.     Lost Certificates. A new certificate of stock may be issued in the place of any certificate theretofore issued by the corporation, alleged to have been lost or destroyed, and the directors may, in their discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

          Section 3.     Transfer of Shares. The shares of stock of the corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

          Section 4.     Stockholders Record Date. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          Section 5.     Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the corporation as and when they deem expedient. Before declaring any dividend there may be set apart out of any funds of the corporation available for dividends, such sum or sums as the directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the directors shall deem conducive to the interests of the corporation.

          Section 6.     Seal. The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its creation and the words "CORPORATE SEAL DELAWARE". Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

          Section 7.     Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

          Section 8.     Checks. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

          Section 9.     Notice and Waiver of Notices. Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his address as it appears on the records of the corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

          Whenever any notice whatever is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the corporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

AMENDMENTS

          These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the stockholders or at any special meeting thereof if notice of the proposed alteration or repeal or By-Law or By-Laws to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the Board of Directors, at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors, if notice of the proposed alteration or repeal, or By-Law or By-Laws to be made, be contained in the notice of such special meeting.

EXTEN INDUSTRIES, INC.
CERTIFICATE OF SECRETARY
REGARDING AMENDMENT TO BYLAWS

I, W. Gerald Newmin, in my capacity as Secretary of Exten Industries, Inc., a Delaware corporation (the "Company"), do hereby certify that:

I am the duly elected and acting Secretary of the Company;

At duly noticed and validly held meeting of the Company's Board of Directors on October 16, 2003, the Board of Directors passed a resolution to amend the first sentence of Section 3 of Article III, to set the number of directors at not less than five (5) nor more than nine (9).

The Board of Directors will fix the number of directors from time to time by resolution.

The number of directors has been initially set at five.

IN WITNESS WHEREOF, I have hereunto set my hand this 19th day of November 2003.

/s/ W. Gerald Newmin
Name:  W. Gerald Newmin
Title:  Secretary

EX-4

COMMON STOCK		COMMON STOCK
MTI 0106
		CUSIP 62544S 10 1SEE REVERSE FOR CERTAIN DEFINITIONS
	MULTICELL TECHNOLOGIES, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
	SPECIMEN
This certifies that
is owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF $.01 PAR VALUE EACH, OF
MULTICELL TECHNOLOGIES, INC.
Transferable on the books of the Corporation in person or by attorney upon surrender of this Certificate duly endorsed or assigned. This Certificate and the shares represented hereby are subject to the laws of the State of Delaware, and to the Certificate of Incorporation and By-laws of the Corporation, as now or hereafter amended. This Certificate is not valid until countersigned by the Transfer Agent.           WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATED:
W. G. Newman Secretary	MULTICELL TECHNOLOGIES, INC. CORPORATE SEAL 1970DELAWARE	W. G. Newman Chairman
		COUNTERSIGNED AND REGISTERED U.S. STOCK TRANSFER CORPORATION (Glendale, California) Transfer Agent and Registrar BY AUTHORIZED OFFICER

EX-10

EMPLOYMENT AGREEMENT

This Agreement is entered into by and between Exten Industries, a State of Delaware Corporation (the "Company"), and Ronald Faris ("Employee") as of September 9, 2001 ("Effective Date").

1. Employment. The Company engages Employee to serve as President & CSO of MultiCell Associates and Employee accepts such engagement upon the terms and conditions set forth in this Agreement.
2. Term of Employment. The term of Employee's employment shall be Thirty Six (36) months from the Effective Date, and shall conclude on September 8, 2004 unless extended by mutual written agreement or unless earlier terminated under paragraph 5 of this Agreement (the "Term").
3. Duties. Employee is employed to serve as President & CSO and shall perform such duties as the President of Exten may reasonably require from time to time. These duties shall include but not be limited to revenue and profit achievement, asset management, employee management, and business plan development and execution.
1. Employment by the Company as Primary Occupation. Employee agrees to devote a minimum of 60% of his business time, attention, skill, and effort exclusively to the performance of the duties that the Company requires to manage a company. It is understood that Employee shall continue to work on his NIH Grant at Rhode Island Hospital until the grant expires on 3/31/05. Employee agrees not to engage in any other business activities or to render any services of a business, commercial, or professional nature for compensation for the benefit of anyone other than the Company and through 3/31/05, the Rhode Island Hospital, unless the Company has given its consent in writing in advance, which consent will not be unreasonably withheld. Employee agrees not to work for any competitive enterprise involved in the field of Liver Cell Technology or liver stem cell technology during his employment by the Company, including after hours, on weekends, or during vacation time, even if only organiza tional assistance or limited consultation is involved, whether or not compensation is received by Employee.
2. Noninterference With Third-Party Rights. The Company is employing Employee with the understanding that (1) Employee is free to enter into employment with the Company and (2) only the Company is entitled to the benefit of Employee's work. The Company has no interest in using any other person's patents, copyrights, trade secrets, or trademarks in an unlawful manner. Employee agrees that he will use only that information which is generally known and used by persons with training and experience comparable to his own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company.
3. Personnel Policies and Procedures. The Company shall have the authority to establish from time to time personnel policies and procedures to be followed by its employees. Employee agrees to comply with the policies and procedures of the Company. To the extent any provisions in Company's personnel policies and procedures differ with the terms of this Agreement, the terms of this Agreement shall apply.
4. Compensation, Benefits, Expenses.
1. Compensation. In consideration of the services to be rendered and other promises made by Employee under the terms of this Agreement, Employee shall be paid an annual base salary of $147,000. The base salary shall be reviewed and adjusted annually. Should employee stop or reduce his research at Rhode Island Hospital in order to spend a larger percentage of his time at MultiCell, Employee's salary shall be negotiated and adjusted immediately to reflect the increased percentage of Employee's work efforts for the Company. Employee shall participate in an annual bonus program. The program allows employee to earn up to an additional 50% of his base salary payable in cash. The program is based on individual, divisional and corporate achievement of performance goals. These goals relate to financial objectives as well as management objectives. Also, as a one time grant, the company shall transfer into Employee's name, no later than 30 days after the Effective Date of this agreement, 200,000 shares of Exten registered common stock that is immediately tradable.
2. Stock. As the President of the division, subject to board approval, you will be given a one-time incentive stock option grant of 250,000 Exten shares. Additionally, annual stock options may be granted by the Board of Directors to key company officers.
3. Benefits. Employee shall be entitled to the standard health and dental insurance, which is equivalent to or better than the insurance the Employee receives currently through Rhode Island Hospital and Employee will pay no more for said insurance coverage than he currently pays for at least the remainder of 2001, vacation, 401k, employee stock option plan, performance bonus, and other benefits that the Company provides generally to its employees, as may be modified from time-to-time.
5. Termination of Employment.
1. By Death. Employee's employment shall terminate automatically upon the death of Employee. The Company shall pay to Employee's beneficiaries or estate, as appropriate, the base salary compensation plus any amounts legally entitled to pursuant to Sections 4(a) and (c)through the end of the month in which death occurs. Thereafter, the Company's obligations hereunder shall terminate.
2. By Disability. If Employee shall be prevented from properly performing the essential functions of his duties with or without reasonable accommodation, by reason of any physical or mental incapacity for a period of more than ninety (90) days in the aggregate in any twelve month period, then, to the extent permitted by law, and at the Company's option, the Employee's employment shall terminate and the base salary compensation plus any amounts legally entitled to pursuant to Sections 4(a) and (c) shall be paid up through the last day of such ninety (90) day period, and thereafter the Company's obligations hereunder shall terminate.
3. By the Company for Cause. The Company may terminate, without liability, Employee's employment for cause (as defined below) at any time upon written notice to the Employee specifying the "for cause" reason. The Employee shall have the right, within 14 days of employee's receipt of the termination notice, to cure the "for cause" reasons stated in the notice. If the Employee cures said reasons within the specified time, the notice of termination shall be deemed void ab initio. If the reasons are not cured, the Company shall only pay Employee the pro rata share of the compensation to which he is legally entitled pursuant to Sections 4(a) and (c) the end of the termination date of Employee's employment and thereafter the Company's obligations hereunder shall terminate. Termination shall be for cause if: (i) Employee refuses or fails to act in accordance with any lawful and reasonable direction or order of the Company as determined in the sole discretion of the Company; Employee exhibits unsatisfactory performance in the management of the affairs of the Company as reasonably decided by the Company; Employee exhibits unfitness or unavailability of service (other than disability, as provided for in Section 5(b)) or incompetence; (ii) Employee engages in or exhibits misconduct, dishonesty, or habitual neglect in the management of the affairs of the Company as reasonably decided by the Company; (iii) Employee breaches any material term of this Agreement; or (iv) Employee is convicted of any crime involving moral turpitude.
4. By the Company Without Cause. The Company may terminate the employment of Employee at any time without cause. Upon such termination, the Term of this Agreement shall be deemed expired and Employee will receive as termination pay his base salary and all benefits including any bonus for which he is entitled through the date which is six (6) months from the date of such termination.
5. By Employee For Good Reason. Employee may terminate his employment at any time for Good Reason, which for purposes of this Agreement is defined as: (i) a material change in Employee's authority, title, position or responsibilities (including reporting responsibilities) resulting in a substantial diminution of Employee's position or (ii) the Company requiring Employee to be based at any place outside a thirty (30) mile radius from Employee's primary place of employment, except for reasonably required travel on Company business. In the event Employee terminates his employment for Good Reason, Employee shall receive his base salary plus any amounts legally entitled to as described in Sections 4(a) and (c) through the date which is six (6) months from the date of such termination.
6. Resignation. Employee may resign his employment hereunder provided that thirty (30) days notice in writing is given to the Company. Upon such resignation, the Term of this Agreement shall be deemed expired and Employee will receive his base salary up to the effective date of such resignation, upon payment of which the Company shall have no other or further liability to Employee under this Agreement.
6. Confidentiality.
1. Confidential Information Defined. For purposes of this Agreement, "Confidential Information" means all information and material which is proprietary to the Company, whether or not marked as "confidential" or "proprietary" and which is disclosed to or obtained by Employee, which relates to the Company's past, present, or proposed future research, development, or business activities. Confidential Information is all information or materials prepared by or for the Company and includes, without limitation, all of the following: bids, proposals, designs, drawings, specifications, techniques, models, data, source codes, object codes, documentation, diagrams, flow charts, research, development, processes, procedures "know-how," new product or new technology information, product prototypes, product copies, manufacturing, development or marketing techniques and material, development or marketing timetables, strategies, and development plans, including trade names, trademarks, customer, supplier, or personal names, and other information related to customers, suppliers, or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and other trade secrets or nonpublic business information. Confidential Information does not include any information which becomes generally available to the public by acts other than those of the Employee after receiving it, or has been received lawfully and in good faith by Employee from a third party.
2. Background. Employee shall recognize that his position with the Company requires considerable responsibility and trust. Relying on his ethical responsibility and undivided loyalty, the Company expects to entrust Employee with highly sensitive confidential, restricted, and proprietary information involving Confidential Information. Employee should recognize that it could prove very difficult to isolate this Confidential Information from business activities that Employee might consider pursuing after termination of his employment, and in some instances, Employee may not be able to compete with the Company in certain ways because of the risk that the Company's Confidential Information might be compromised. Employee is legally and ethically responsible for protecting and preserving the Company's proprietary rights for use only for the Company's benefit for 2 years after the termination date of Employee's employment with the Company.
3. Restrictions on Use and Disclosure of Confidential Information. Employee agrees not to use, copy, disclose or allow access to any Confidential Information of the Company during and after his employment, for 2 years regardless of whether the Confidential Information are in written or tangible form, except as required to perform any duties for the Company.
4. Screening of Public Releases of Information. In addition, and without any intention of limiting his other obligations under this Agreement in any way, Employee may not, during his employment, outside of the normal course and scope of his employment, reveal any nonpublic information concerning the technology pertaining to the proprietary products and manufacturing processes of the Company (particularly technology under current development or improvement), unless Employee has obtained approval from the Company in advance. In that connection, Employee must first submit to the Company for review any proposed scientific and technical articles and the text of any public speeches relating to work done for the Company before they are released or delivered. The Company has the right to disapprove and prohibit, or delete any parts of, such articles or speeches that might disclose the Company's Confidential Information or otherwise be contrary to the Company's business interests.
7. Return of Materials. Upon the request of the Company upon the termination of his employment, Employee must return to the Company and leave at its disposal all memoranda, notes, records, drawings, manuals, computer programs, documentation, diskettes, computer tapes, and other documents or media pertaining to the business of the Company or his specific duties for the Company, including all copies of such materials. Employee must also return to the Company and leave at its disposal all materials involving any Confidential Information of the Company. This Section 7 is intended to apply to all materials made or compiled by Employee, as well as to all materials furnished to Employee by anyone else in connection with his employment.
8. Employee Inventions and Ideas.
1. Defined; Statutory Notice. The term "Invention Ideas" means any and all ideas, processes, trademarks, service marks, inventions, discoveries, patents, copyrights, and improvements to the foregoing that are conceived, developed, or reduced to practice by the Employee alone or with others in the field of Liver Cell Technology. "Liver Cell Technology" shall be defined for this Agreement as any and all methodologies, inventions, discoveries and applications for culturing, growing or differentiating liver cells other than ideas, processes, trademarks, service marks, inventions, discoveries, patents, etc., related to liver stem cell technology developed or being developed and/or reduced to practice at the Rhode Island Hospital.
2. Disclosure. Employee agrees to maintain adequate and current written records on the development of all Invention Ideas and to disclose promptly to the Company all Invention Ideas and relevant records. Employee further agrees that all information and records pertaining to any idea, process, trademark, service mark, invention, discovery, patent, or copyright that Employee does not believe to be an Invention Idea, but is conceived, developed, or reduced to practice by Employee (alone or with others) during his employment, shall be promptly disclosed to the Company (such disclosure to be received in confidence). The Company shall examine such information to determine if in fact the idea, process, or invention, etc., is an Invention Idea subject to this Agreement.
3. Assignment. Employee agrees to assign to the Company, without further consideration, his entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to each Invention Idea, which shall be the sole property of the Company, whether or not patentable. In the event any Invention Idea shall be deemed by the Company to be patentable or otherwise registrable, Employee shall assist the Company (at its expense) in obtaining letters patent or other applicable registrations thereon and shall execute all documents and do all other things (including testifying at the Company's expense) necessary or proper to obtain letters, patents, or other applicable registrations thereon and to vest the Company with full title thereto. Should the Company be unable to secure Employee's signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection r elating to any Invention Idea, whether due to Employee's mental or physical incapacity or any other cause, Employee hereby irrevocably designates and appoints the Company and each of its duly authorized officers and agents as Employee's agent and attorney in fact, to act for and in Employee's behalf and stead and to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections with the same force and effect as if executed and delivered by Employee.
4. Exclusions. With the exception of previously issued patents, Employee acknowledges that there are no ideas, processes, trademarks, service marks, inventions, discoveries, patents, copyrights, or Improvements to the foregoing that he desires to exclude from the operation of this Agreement. To the best of Employee's knowledge, there is no existing contract in conflict with this Agreement or any other contract to assign ideas, processes, inventions, trademarks, service marks, discoveries, patents, or copyrights that is now in existence between Employee and any other person or entity.
5. Post-Termination Period. Because of the difficulty of establishing when any idea, process, invention, etc., is first conceived or developed by Employee, or whether it results from access to Confidential Information or the Company's equipment, facilities, and data, Employee agrees that any idea, process, trademark, service mark, invention, discovery, patent, copyright, or any improvement to the foregoing shall be presumed to be an Invention Idea if it is conceived, developed, used, sold, exploited, or reduced to practice by Employee or with the aid of Employee within six (6) months after termination of his employment by the Company. Employee can rebut the above presumption if he proves that the invention, idea, process, etc., is not an Invention Idea as defined in Section 8(a).
9. Covenant Not To Compete.
1. Employee agrees that he will not at any time within a one (1) year period immediately following the termination of his employment (regardless of who terminates the Agreement or for what reason) (the "Restricted Period"), directly or indirectly, anywhere in the United States:
1. engage in, be employed, with or without compensation, as an employee, consultant or otherwise by any person, firm, corporation, or business, or have any interest in any person, firm, corporation, or business (whether individually or as an employee, officer, director, agent, shareholder of a corporation, creditor, partner, consultant, holder of any beneficial interest or otherwise other than as a beneficial holder of not more than 5 percent of the outstanding voting stock of a company having at least 500 holders of voting stock) that engages in the same or similar business of Liver Cell Technology or liver stem cell technology, of the Company (the "Business"), as long as the Company, or any transferee of all or substantially all of the assets or stock of the Company ("Transferee"), shall engage in the Business or similar activity during such Restricted Period;
2. attempt to hire or hire any person who is employed by the Company, assist in the hiring by any other entity or person of any person who is at the time employed by the Company or encourage any such employee to terminate his or his relationship with the Company; or
3. solicit or encourage any customer of the Company to terminate its relationship with the Company or to conduct with any other person any business that such customer conducts with the Company.
10. Rights and Remedies Upon Breach of Certain Obligations. If Employee commits a breach of, or threatens to commit a breach of, Sections 6, 7, 8 or 9, Employee recognizes and agrees that such breach or threatened breach may not be reasonably or adequately compensated in damages and that, in addition to any other relief to which the Company may be entitled by reason of such breach or threatened breach, the Company shall also be entitled to permanent and temporary injunctive and equitable relief and, pending determination of any dispute with respect to such violation, no bond or security shall be required in connection therewith. Without limiting the generality of the foregoing, Employee specifically acknowledges that a showing by the Company of any breach of any provision of Sections 6, 7, 8 or 9 shall constitute, for the purposes of all judicial determinations of the issue of injunctive relief, conclusive proof of all of the elements necessary to entitle the Company to interim and permanent injunctive relief against Employee with respect to such breach. If any dispute arises with respect to Sections 6, 7, 8 or 9 without limiting in any way any other rights or remedies to which the Company may be entitled, Employee agrees that Sections 6, 7, 8 and 9 shall be enforceable by a decree of specific performance.
11. Miscellaneous.
1. Assignment; Successors and Assigns. Employee agrees that he will not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any rights or obligations under this Agreement, nor shall Employee's rights be subject to encumbrance or the claims of creditors. Any purported assignment, transfer, or delegation shall be null and void. Nothing in this Agreement shall prevent the consolidation of the Company with, or its merger into, any other corporation, or the sale by the Company of all or substantially all of its properties or assets, or the assignment by the Company of this Agreement and the performance of its obligations hereunder to any successor in interest. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs, legal representatives, successors, and permitted assigns, and shall not benefit any person or entity other than those enume rated above.
2. Notices. All notices or other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand or mailed, postage prepaid, by certified or registered mail, return receipt requested, and addressed to the:

Company at:
	Exten Industries 9620 Chesapeake Dr. #201 San Diego, CA 92123 Attn: Gregory F. Szabo
or to the Employee at:
	Ron Faris 167 Gallatin Street Providence, Rhode Island 02907

Notice of change of address shall be effective only when done in accordance with this Section.

3. Entire Agreement. The terms of this Agreement are intended by the parties to be the final expression of their agreement with respect to the employment of Employee by the Company and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any arbitration, judicial, administrative, or other legal proceeding involving this Agreement.
4. Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by the Employee and upon direction of the Board of Directors of the Company by a duly authorized representative of the Company other than Employee. By an instrument in writing similarly executed, either Employee or the Company, as the case may be, may waive compliance by the other party with any provision of this Agreement that such other party was or is obligated to comply with or perform, provided, however, that such waiver shall not operate as a waiver of, or estoppel with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, or shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equit y.
5. Severability: Enforcement. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by an arbitrator or a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in force and effect. Additionally, the parties expressly grant to the arbitrator, or if applicable, to any court, interpreting this Agreement the power and authority to modify the terms of this Agreement to extent necessary to allow enforcement of this Agreement to the fullest extent allowed by law. It is the intention of the parties that the covenants contained in Sections 6, 7, 8 and 9 shall be enforced to the greatest extent (but to no greater extent) in time, area, and degree of participation as is permitted by the law of that jurisdiction whose law is found to be applicable to any acts allegedly in breach of these co venants.
6. Governing Law, Jurisdiction and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to its choice of law rules and as if wholly performed within the State of California. Any arbitration or litigation regarding the interpretation, breach or enforcement of this Agreement will be filed in and heard by an arbitrator through the American Arbitration Association, or if applicable, the state or federal courts with jurisdiction to hear such disputes in San Diego County, California, and the parties hereby expressly submit to the jurisdiction of such courts. The arbitrator selection and conduct of the arbitration will be pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
7. Survival of Obligations. The provisions of Sections 6, 7, 8 and 9 of the Agreement shall survive termination of Employee's employment, regardless of who causes the termination and under what circumstances.
12. Arbitration. The purpose of this paragraph of this Agreement is to establish final and binding arbitration for all disputes arising out of Employee's employment or the termination of Employee's employment. Employee and the Company desire to arbitrate their disputes on the terms and conditions set forth below, in order to gain the benefits of a speedy, impartial dispute-resolution procedure. Employee and the Company agree to the following:
1. Claims Covered By The Agreement. Employee and the Company mutually consent to the resolution by final arbitration of all claims or controversies ("claims") that the Company may have against Employee or that Employee may have against the Company or against its officers, directors, partners, employees, agents, pension or benefit plans, administrators, or fiduciaries, or any subsidiary or affiliated company or corporation (collectively referred to as the "Company"), relating to, resulting from, or in any way arising out of Employee's employment relationship with the Company and/or the termination of Employee's employment relationship with the Company. The claims covered by this Agreement include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims; claims for discrimination (including, but not limited to, race, sex, religion, national origin, age, marital status, medical condition , disability, or sexual orientation); claims for benefits (except when an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state or other governmental law, statute, regulation or ordinance, except claims excluded in the following section.
2. Claims Not Covered By The Agreement. Claims Employee may have for Workers' Compensation or unemployment compensation benefits are not covered by this Agreement. Also not covered are claims by the Company for injunctive and/or other equitable relief for unfair competition and/or the use and/or unauthorized disclosure of trade secrets or confidential information and the enforcement of Sections 6, 7, 8 and 9, as to which Employee understands and agrees that the Company may seek and obtain relief from a court of competent jurisdiction.
3. Required Notice Of Claims And Statute Of Limitations. Arbitration may be initiated by Employee by serving or mailing a written notice to the President of the Company. In the case of a termination of employment, the notice must be served or mailed within one (1) year of the termination of employment. In an arbitration not arising out of termination of Employee's employment, the written notice must be served or mailed within one (1) year of the event which gave rise to the claim for arbitration. The Company may initiate an arbitration by serving or mailing a written notice to Employee at the last address recorded in Employee's personnel file, within one (1) year of the event which gave rise to the arbitration. The notice shall identify and describe the nature of all claims asserted and the facts upon which such claims are based. Failure to comply with all the requirements of this paragraph will constitute a waiver of all rights that the party seeking arbi tration may have against the other party, and any such claims shall be void.
13. Employee Acknowledgment. Employee acknowledges (i) that he has consulted with or has had the opportunity to consult with independent counsel of his own choice concerning this Agreement and has been advised to do so by the Company, and (ii) that he has read and understands the Agreement, is fully aware of its legal effect, and has entered into it freely based on his own judgment.

The parties have duly executed this Agreement as of the date written below.

Dated: September 13, 2001

The Company:

Exten Industries, a Delaware corporation

By: __________________________
Its: __________________________

Dated: _______________________

Employee:

Ronald Faris

_____________________________________

1625665.1

EX-10

MultiCell Technologies, Inc.
Common Stock and Warrants to Purchase Common Stock

SUBSCRIPTION AGREEMENT

February ___ 2005

Mercator Advisory Group, LLC
555 South Flower Street, Suite 4200
Los Angeles, CA 90071

Ladies and Gentlemen:

MultiCell Technologies, Inc., a Delaware corporation (the "Company"), hereby confirms its agreement with the persons and entities set forth on Exhibit "D" hereto and incorporated herein by reference (collectively, the "Purchasers") and Mercator Advisory Group, LLC ("MAG"), as set forth below.

1. The Securities. Subject to the terms and conditions herein contained, the Company proposes to issue and sell to the Purchasers an aggregate of: (a) Twenty-Six Million Six Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (26,666,667) shares of its Common Stock (the "Common Stock"), and (b) Twenty-Six Million (26,000,000) warrants, substantially in the form attached hereto at Exhibit A (the "Warrants"), to acquire up to Twenty-Six (26,000,000) shares of Common Stock (the "Warrant Shares"). The number of Warrant Shares that any Purchaser may acquire at any time is subject to limitation in the Warrants, so that the aggregate number of shares of Common Stock of which such Purchaser and all persons affiliated with such Purchaser has beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Company's then outstanding Commo n Stock. The number of Warrant Shares that MAG may acquire at any time is subject to limitation in the Warrants, so that the aggregate number of shares of Common Stock of which MAG and all persons affiliated with MAG has beneficial ownership (calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended) does not at any time exceed 9.99% of the Company's then outstanding Common Stock.

The Common Stock and the Warrants are sometimes herein collectively referred to as the "Securities." This Agreement, the Registration Rights Agreement and the Warrant Agreements are sometimes herein collectively referred to as the "Transaction Documents."

The Securities will be offered and sold to the Purchasers without such offers and sales being registered under the Securities Act of 1933, as amended (together with the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, the "Securities Act"), in reliance on exemptions therefrom.

In connection with the sale of the Securities, the Company has made available (including electronically via the SEC's EDGAR system) to Purchasers its periodic and current reports, forms, schedules, proxy statements and other documents (including exhibits and all other information incorporated by reference) filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These reports, forms, schedules, statements, documents, filings and amendments, are collectively referred to as the "Disclosure Documents." All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Disclosure Documents (or other references of like import) shall be deemed to mean and include all such financial statements and schedules, documents, exhibits and other information which is incorporated by reference in the Disclosure Documents.

2. Representations and Warranties of the Company. Except as set forth on the Disclosure Schedule (the "Disclosure Schedule") delivered by the Company to Purchasers on the Closing Date (as defined in Section 3 below), the Company represents and warrants to and agrees with Purchasers and MAG as follows:
1. The Disclosure Documents as of their respective dates did not, and will not (after giving effect to any updated disclosures therein) as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Documents and the documents incorporated or deemed to be incorporated by reference therein, at the time they were filed or hereafter are filed with the SEC, complied and will comply, at the time of filing, in all material respects with the requirements of the Securities Act and/or the Exchange Act, as the case may be, as applicable.
2. Schedule A attached hereto sets forth a complete list of the subsidiaries of the Company (the "Subsidiaries"). Each of the Company and its Subsidiaries has been duly incorporated and each of the Company and the Subsidiaries is validly existing in good standing as a corporation under the laws of its jurisdiction of incorporation, with the requisite corporate power and authority to own its properties and conduct its business as now conducted as described in the Disclosure Documents and is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a material adverse effect on the business, condition (financial or other), properties, prospects or results of operations of the Company and the Subsidiaries, tak en as a whole (any such event, a "Material Adverse Effect"); as of the Closing Date, the Company will have the authorized, issued and outstanding capitalization set forth in on Schedule B attached hereto (the "Company Capitalization"); except as set forth in the Disclosure Documents or on Schedule A, the Company does not have any subsidiaries or own directly or indirectly any of the capital stock or other equity or long-term debt securities of or have any equity interest in any other person; all of the outstanding shares of capital stock of the Company and the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and are owned free and clear of all liens, encumbrances, equities, and restrictions on transferability (other than those imposed by the Securities Act and the state securities or "Blue Sky" laws) or voting; except as set forth in the Disclosur e Documents, all of the outstanding shares of capital stock of the Subsidiaries are owned, directly or indirectly, by the Company; except as set forth in the Disclosure Documents, no options, warrants or other rights to purchase from the Company or any Subsidiary, agreements or other obligations of the Company or any Subsidiary to issue or other rights to convert any obligation into, or exchange any securities for, shares of capital stock of or ownership interests in the Company or any Subsidiary are outstanding; and except as set forth in the Disclosure Documents or on Schedule C, there is no agreement, understanding or arrangement among the Company or any Subsidiary and each of their respective stockholders or any other person relating to the ownership, registration or disposition of any capital stock of the Company or any Subsidiary or the election of directors of the Company or any Subsidiary or the governance of the Company's or any Subsidiary's affairs, and, if any, such agreements, understandin gs and arrangements will not be breached or violated as a result of the execution and delivery of, or the consummation of the transactions contemplated by, the Transaction Documents.
3. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under the Transaction Documents. Each of the Transaction Documents has been duly and validly authorized by the Company and, when executed and delivered by the Company, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms except as the enforcement thereof may be limited by (A) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or (B) general principles of equity and the discretion of the court before which any proceeding therefore may be brought (regardless of whether such enforcement is considered in a proceeding at law or in equity) (collectively, the "Enforceability Exceptions").
4. The Common Stock and the Warrants have been duly authorized and, when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and non-assessable. The Warrant Shares have been duly authorized and validly reserved for issuance, and when issued upon exercise of the Warrants in accordance with the terms thereof, will have been validly issued, fully paid and non-assessable. The Common Stock of the Company conforms to the description thereof contained in the Disclosure Documents. The stockholders of the Company have no preemptive or similar rights with respect to the Common Stock.
5. No consent, approval, authorization, license, qualification, exemption or order of any court or governmental agency or body or third party is required for the performance of the Transaction Documents by the Company or for the consummation by the Company of any of the transactions contemplated thereby, or the application of the proceeds of the issuance of the Securities as described in this Agreement, except for such consents, approvals, authorizations, licenses, qualifications, exemptions or orders (i) as have been obtained on or prior to the Closing Date, (ii) as are not required to be obtained on or prior to the Closing Date that will be obtained when required, or (iii) the failure to obtain which would not, individually or in the aggregate, have a Material Adverse Effect.
6. Except as set forth on Schedule D, none of the Company or the Subsidiaries is (i) in material violation of its articles of incorporation or bylaws (or similar organizational document), (ii) in breach or violation of any statute, judgment, decree, order, rule or regulation applicable to it or any of its properties or assets, which breach or violation would, individually or in the aggregate, have a Material Adverse Effect, or (iii) except as described in the Disclosure Documents, in default (nor has any event occurred which with notice or passage of time, or both, would constitute a default) in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which it is a party or to which it is subject, which default would, individually or in the aggregate, have a Material Adverse Effect.
7. The execution, delivery and performance by the Company of the Transaction Documents and the consummation by the Company of the transactions contemplated thereby and the fulfillment of the terms thereof will not (a) violate, conflict with or constitute or result in a breach of or a default under (or an event that, with notice or lapse of time, or both, would constitute a breach of or a default under) any of (i) the terms or provisions of any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, license, franchise agreement, permit, certificate or agreement or instrument to which any of the Company or the Subsidiaries is a party or to which any of their respective properties or assets are subject, (ii) the Certificate of Incorporation or bylaws of any of the Company or the Subsidiaries (or similar organizational document) or (iii) any statute, judgment, decree, order, rule or regulation of any court or governmental agency or other body applicable to the Company or the Subsidiaries or any of their respective properties or assets or (b) result in the imposition of any lien upon or with respect to any of the properties or assets now owned or hereafter acquired by the Company or any of the Subsidiaries; which violation, conflict, breach, default or lien would, individually or in the aggregate, have a Material Adverse Effect.
8. The audited consolidated financial statements included in the Disclosure Documents present fairly the consolidated financial position, results of operations, cash flows and changes in shareholders' equity of the entities, at the dates and for the periods to which they relate and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis; the interim un-audited consolidated financial statements included in the Disclosure Documents present fairly the consolidated financial position, results of operations and cash flows of the entities, at the dates and for the periods to which they relate subject to year-end audit adjustments and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis with the audited consolidated financial statements included therein; the selected financial and statistical data included in the Disclosure Documents present fairly the information sh own therein and have been prepared and compiled on a basis consistent with the audited financial statements included therein, except as otherwise stated therein; and each of the auditors previously engaged by the Company or to be engaged in the future by the Company is an independent certified public accountant as required by the Securities Act for an offering registered thereunder.
9. Except as described in the Disclosure Documents, there is not pending or, to the knowledge of the Company, threatened any action, suit, proceeding, inquiry or investigation, governmental or otherwise, to which any of the Company or the Subsidiaries is a party, or to which their respective properties or assets are subject, before or brought by any court, arbitrator or governmental agency or body, that, if determined adversely to the Company or any such Subsidiary, would, individually or in the aggregate, have a Material Adverse Effect or that seeks to restrain, enjoin, prevent the consummation of or otherwise challenge the issuance or sale of the Securities to be sold hereunder or the application of the proceeds therefrom or the other transactions described in the Disclosure Documents.
10. The Company and the Subsidiaries own or possess adequate licenses or other rights to use all patents, trademarks, service marks, trade names, copyrights and know-how that are necessary to conduct their businesses as described in the Disclosure Documents. None of the Company or the Subsidiaries has received any written notice of infringement of (or knows of any such infringement of) asserted rights of others with respect to any patents, trademarks, service marks, trade names, copyrights or know-how that, if such assertion of infringement or conflict were sustained, would, individually or in the aggregate, have a Material Adverse Effect.
11. Each of the Company and the Subsidiaries possesses all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and has made all declarations and filings with, all federal, state, local and other governmental authorities, all self-regulatory organizations and all courts and other tribunals presently required or necessary to own or lease, as the case may be, and to operate its respective properties and to carry on its respective businesses as now or proposed to be conducted as set forth in the Disclosure Documents ("Permits"), except where the failure to obtain such Permits would not, individually or in the aggregate, have a Material Adverse Effect and none of the Company or the Subsidiaries has received any notice of any proceeding relating to revocation or modification of any such Permit, except as described in the Disclosure Documents and except where such revocation or modification would not, individually or in t he aggregate, have a Material Adverse Effect.
12. Subsequent to the respective dates as of which information is given in the Disclosure Documents and except as described therein, (i) the Company and the Subsidiaries have not incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions not in the ordinary course of business or (ii) the Company and the Subsidiaries have not purchased any of their respective outstanding capital stock, or declared, paid or otherwise made any dividend or distribution of any kind on any of their respective capital stock or otherwise (other than, with respect to any of such Subsidiaries, the purchase of capital stock by the Company), (iii) there has not been any material increase in the long-term indebtedness of the Company or any of the Subsidiaries, (iv) there has not occurred any event or condition, individually or in the aggregate, that has a Material Adverse Effect, and (v) the Company and the Subsidiarie s have not sustained any material loss or interference with respect to their respective businesses or properties from fire, flood, hurricane, earthquake, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding.
13. There are no material legal or governmental proceedings nor are there any material contracts or other documents required by the Securities Act to be described in a prospectus that are not described in the Disclosure Documents. Except as described in the Disclosure Documents, none of the Company or the Subsidiaries is in default under any of the contracts described in the Disclosure Documents, has received a notice or claim of any such default or has knowledge of any breach of such contracts by the other party or parties thereto, except for such defaults or breaches as would not, individually or in the aggregate, have a Material Adverse Effect.
14. Each of the Company and the Subsidiaries has good and marketable title to all real property described in the Disclosure Documents as being owned by it and good and marketable title to the leasehold estate in the real property described therein as being leased by it, free and clear of all liens, charges, encumbrances or restrictions, except, in each case, as described in the Disclosure Documents or such as would not, individually or in the aggregate, have a Material Adverse Effect. All material leases, contracts and agreements to which the Company or any of the Subsidiaries is a party or by which any of them is bound are valid and enforceable against the Company or any such Subsidiary, are, to the knowledge of the Company, valid and enforceable against the other party or parties thereto and are in full force and effect.
15. Each of the Company and the Subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns, except where the failure to so file such returns would not, individually or in the aggregate, have a Material Adverse Effect, and has paid all taxes shown as due thereon; and other than tax deficiencies which the Company or any Subsidiary is contesting in good faith and for which adequate reserves have been provided in accordance with generally accepted accounting principles, there is no tax deficiency that has been asserted against the Company or any Subsidiary that would, individually or in the aggregate, have a Material Adverse Effect.
16. None of the Company or the Subsidiaries is, or immediately after the Closing Date will be, required to register as an "investment company" or a company "controlled by" an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "Investment Company Act").
17. None of the Company or the Subsidiaries or, to the knowledge of any of such entities' directors, officers, employees, agents or controlling persons, has taken, directly or indirectly, any action designed, or that might reasonably be expected, to cause or result in the stabilization or manipulation of the price of the Common Stock.
18. None of the Company, the Subsidiaries or any of their respective Affiliates (as defined in Rule 501(b) of Regulation D under the Securities Act) directly, or through any agent, engaged in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or engaged in any other conduct that would cause such offering to be constitute a public offering within the meaning of Section 4(2) of the Securities Act. Assuming the accuracy of the representations and warranties of the Purchasers in Section 6 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchasers in the manner contemplated by this Agreement to register any of the Securities under the Securities Act.
19. There is no strike, labor dispute, slowdown or work stoppage with the employees of the Company or any of the Subsidiaries which is pending or, to the knowledge of the Company or any of the Subsidiaries, threatened.
20. Each of the Company and the Subsidiaries carries general liability insurance coverage comparable to other companies of its size and similar business.
21. Each of the Company and the Subsidiaries maintains internal accounting controls which provide reasonable assurance that (A) transactions are executed in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, and (C) access to its material assets is permitted only in accordance with management's authorization and (D) the values and amounts reported for its material assets are compared with its existing assets at reasonable intervals.
22. Except for a fee payable to MAG, the Company does not know of any claims for services, either in the nature of a finder's fee or financial advisory fee, with respect to the offering of the Securities and the transactions contemplated by the Transaction Documents.
23. The Common Stock is traded on the Over-the-Counter Bulletin Board (the "OTCBB"). Except as described in the Disclosure Documents, the Company currently is not in violation of, and the consummation of the transactions contemplated by the Transaction Documents will not violate, any rule of the National Association of Securities Dealers.
24. The Company is eligible to use SB-2 for the resale of the Common Stock and the Warrant Shares by Purchasers or their transferees and the Warrant Shares by Purchasers, MAG or their transferees. The Company has no reason to believe that it is not capable of satisfying the registration or qualification requirements (or an exemption therefrom) necessary to permit the resale of the Common Stock and the Warrant Shares under the securities or "blue sky" laws of any jurisdiction within the United States.
25. Set forth on Schedule E is the Company's intended use of the proceeds from this transaction.
26. Except as set forth on Schedule F, none of the officers or directors of the Company (i) has been convicted of any crime (other than  traffic violations  or misdemeanors not involving fraud) or is currently under investigation or indictment for any such crime, (ii) has been found by a court or governmental agency to have violated any securities or commodities law or to have committed fraud or is currently a party to any legal proceeding in which either is alleged, (iii) has been the subject of a proceeding under the bankruptcy laws or any similar state laws, or (iv) has been an officer, director, general partner, or managing member of an entity which has been the subject of such a proceeding.
27. The Company's most recent SEC review commenced on ______________ and was concluded on ___________________.
3. Purchase, Sale and Delivery of the Securities.
1. Issuance of Common Stock and Warrants. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Purchasers, and Purchasers agree to purchase from the Company, 26,666,667 shares of Common Stock at $0.15 per share allocated among the Purchasers as shown on Exhibit D hereto. In connection with the purchase and sale of Common Stock, for no additional consideration, the Purchasers and MAG will receive Warrants to purchase up to an aggregate of 26,000,000 shares of Common Stock, allocated as set forth on the signature page hereto.
2. Closing. The closing of the transactions described herein (the "Closing") shall take place at a time and on a date (the "Closing Date") to be specified by the parties, which will be no later than 5:00 p.m. (Pacific time) on January 19, 2005. On or before the Closing Date, the Company shall deliver to an escrow agent mutually acceptable to the parties (the "Escrow") (a) certificates in definitive form for the Common Stock in the names and amounts set forth on the signature page hereto, (b) Warrants, in the names and amounts set forth on the signature page hereto, (c) the Subscription Agreement, and the Registration Rights Agreement, each duly executed on behalf of the Company, and (d) the Opinion of Counsel in the form attached hereto as Exhibit B. On or before the Closing Date, Purchasers shall deliver the Purchase Price or $4,000,000 by wire transfer of immediately a vailable funds to the Escrow, and (ii) the Subscription Agreement and Registration Rights Agreement, each duly executed on behalf of the Purchasers and MAG. The Closing will occur when all documents and instruments necessary or appropriate to effect the transactions contemplated herein are exchanged by the parties and all actions taken at the Closing will be deemed to be taken simultaneously.
3. Release from Escrow. Upon receipt of written confirmation from MAG that all documents and instruments have been duly executed and delivered, the Escrow shall release (a) to the Company, the sum of $3,870,000, (b) to MAG, the Due Diligence Fee in the amount of $135,000 and legal fees in the amount of $25,000, (c) to Escrow the escrow fee in the amount of $5,000.
4. Certain Covenants of the Company. The Company covenants and agrees with each Purchaser as follows:
1. None of the Company or any of its Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities.
2. The Company will not become, at any time prior to the expiration of three years after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under the Investment Company Act.
3. None of the proceeds of the Common Stock will be used to reduce or retire any insider note or convertible debt held by an officer or director of the Company.
4. Subject to Section 10 of this Agreement, the Common Stock andthe Warrant Shares will be eligible for trading on the OTCBB or such market on which the Company's shares are subsequently listed or traded, immediately following the effectiveness of the Registration Statement.
5. The Company will use best efforts to do and perform all things required to be done and performed by it under this Agreement and the other Transaction Documents and to satisfy all conditions precedent on its part to the obligations of the Purchasers to purchase and accept delivery of the Securities.
6. Commencing on the Closing Date and continuing until the earlier of (A) one (1) year after the Closing Date, or (B) all shares of Common Stock have been sold, the Purchasers shall have a right of first refusal on any financing in which the Company is the issuer of debt or equity securities.
5. Conditions of the Purchasers' Obligations. The obligation of each Purchaser to purchase and pay for the Securities is subject to the following conditions unless waived in writing by the Purchaser:
1. The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (other than representations and warranties with a Material Adverse Effect qualifier, which shall be true and correct as written) on and as of the Closing Date; the Company shall have complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date.
2. None of the issuance and sale of the Securities pursuant to this Agreement or any of the transactions contemplated by any of the other Transaction Documents shall be enjoined (temporarily or permanently) and no restraining order or other injunctive order shall have been issued in respect thereof; and there shall not have been any legal action, order, decree or other administrative proceeding instituted or, to the Company's knowledge, threatened against the Company or against any Purchaser relating to the issuance of the Securities or any Purchaser's activities in connection therewith or any other transactions contemplated by this Agreement, the other Transaction Documents or the Disclosure Documents.
3. The Purchasers shall have received certificates, dated the Closing Date and signed by the Chief Executive Officer and the Chief Financial Officer of the Company, to the effect of paragraphs 5(a) and (b).
4. The Purchasers shall have received an opinion of Baratta & Goldstein with respect to the authorization of the Common Stock, the Warrants and the Warrant Shares and other customary matters in the form attached hereto as Exhibit B.
6. Representations and Warranties of the Purchasers.
1. Each Purchaser and MAG represents and warrants to the Company that the Securities to be acquired by it hereunder (including the Common Stock andthe Warrant Shares that it may acquire upon exercise of the Warrants) are being acquired for its own account for investment and with no intention of distributing or reselling such Securities (including the Common Stock and the Warrant Shares that it may acquire upon conversion or exercise thereof, as the case may be) or any part thereof or interest therein in any transaction which would be in violation of the securities laws of the United States of America or any State. Nothing in this Agreement, however, shall prejudice or otherwise limit a Purchaser's right to sell or otherwise dispose of all or any part of such Common Stock or Warrant Shares under an effective registration statement under the Securities Act and in compliance with applicable state securities laws or under an exemption from such registration. By executi ng this Agreement, each Purchaser further represents that such Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to any Person with respect to any of the Securities.
2. Each Purchaser and MAG understands that the Securities (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants) have not been registered under the Securities Act and may not be offered, resold, pledged or otherwise transferred except (a) pursuant to an exemption from registration under the Securities Act (and, if requested by the Company, based upon an opinion of counsel acceptable to the Company) or pursuant to an effective registration statement under the Securities Act and (b) in accordance with all applicable securities laws of the states of the United States and other jurisdictions.

Each Purchaser and MAG agrees to the imprinting, so long as appropriate, of the following legend on the Securities (including the Common Stock and the Warrant Shares that it may acquire upon exercise of the Warrants):

The shares of stock evidenced by this certificate have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered, sold, pledged or otherwise transferred ("transferred") in the absence of such registration or an applicable exemption therefrom. In the absence of such registration, such shares may not be transferred unless, if the Company requests, the Company has received a written opinion from counsel in form and substance satisfactory to the Company stating that such transfer is being made in compliance with all applicable federal and state securities laws.

The legend set forth above may be removed if and when the Common Stock or the Warrant Shares, as the case may be, are disposed of pursuant to an effective registration statement under the Securities Act or in the opinion of counsel to the Company experienced in the area of United States Federal securities laws such legends are no longer required under applicable requirements of the Securities Act. The Common Stock, the Warrants, the and the Warrant Shares shall also bear any other legends required by applicable Federal or state securities laws, which legends may be removed when in the opinion of counsel to the Company experienced in the applicable securities laws, the same are no longer required under the applicable requirements of such securities laws. The Company agrees that it will provide each Purchaser, upon request, with a substitute certificate, not bearing such legend at such time as such legend is no longer applicable. Each Purchaser agrees that, in co nnection with any transfer of the Common Stock or the Warrant Shares by it pursuant to an effective registration statement under the Securities Act, such Purchaser will comply with all prospectus delivery requirements of the Securities Act. The Company makes no representation, warranty or agreement as to the availability of any exemption from registration under the Securities Act with respect to any resale of the Common Stock, the Warrants, or the Warrant Shares.

3. Each Purchaser and MAG is an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act. Neither Purchaser nor MAG learned of the opportunity to acquire Securities or any other security issuable by the Company through any form of general advertising or public solicitation.
4. Each Purchaser and MAG represents and warrants to the Company that it has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, having been represented by counsel, and has so evaluated the merits and risks of such investment and is able to bear the economic risk of such investment and, at the present time, is able to afford a complete loss of such investment.
5. Each Purchaser represents and warrants to the Company that (i) the purchase of the Securities to be purchased by it has been duly and properly authorized and this Agreement has been duly executed and delivered by it or on its behalf and constitutes the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; (ii) the purchase of the Securities to be purchased by it does not conflict with or violate its charter, by-laws or any law, regulation or court order applicable to it; and (iii) the purchase of the Securities to be purchased by it does not impose any penalty or other onerous condition on the Purchaser under or pursuant to any applicable law or governmental regulation.
6. Each Purchaser and MAG represents and warrants to the Company that neither it nor any of its directors, officers, employees, agents, partners, members, controlling persons or shareholders holding 5% or more of the Common Stock outstanding on the Closing Date, has taken or will take, directly or indirectly, any actions designed, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of the Common Stock.
7. Each Purchaser and MAG acknowledges it or its representatives have reviewed the Disclosure Documents and further acknowledges that it or its representatives have been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and the Company's financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment in the Securities; and (iii) the opportunity to obtain such additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy and completeness of the information contained in the Disclosure Documents.
8. Each Purchaser and MAG represents and warrants to the Company that it has based its investment decision solely upon the information contained in the Disclosure Documents and such other information as may have been provided to it or its representatives by the Company in response to their inquiries, and has not based its investment decision on any research or other report regarding the Company prepared by any third party ("Third Party Reports"). Each Purchaser understands and acknowledges that (i) the Company does not endorse any Third Party Reports and (ii) its actual results may differ materially from those projected in any Third Party Report.
9. Each Purchaser and MAG understands and acknowledges that (i) any forward-looking information included in the Disclosure Documents supplied to Purchaser by the Company or its management is subject to risks and uncertainties, including those risks and uncertainties set forth in the Disclosure Documents; and (ii) the Company's actual results may differ materially from those projected by the Company or its management in such forward-looking information.
10. Each Purchaser and MAG understands and acknowledges that (i) the Securities are offered and sold without registration under the Securities Act in a private placement that is exempt from the registration provisions of the Securities Act and (ii) the availability of such exemption depends in part on, and that the Company and its counsel will rely upon, the accuracy and truthfulness of the foregoing representations and Purchaser hereby consents to such reliance.
7. Covenants of Purchasers Not to Short Stock. Purchasers, on behalf of themselves and their affiliates, hereby covenant and agree not to, directly or indirectly, offer to "short sell", contract to "short sell" or otherwise "short sell" the securities of the Company, including, without limitation, the 26,666,667 shares of Common Stock issued or the Warrant Shares issuable upon exercise of the Warrants.
8. Termination.
1. This Agreement may be terminated in the sole discretion of the Company by notice to each Purchaser if at the Closing Date:
1. the representations and warranties made by any Purchaser in Section 6 are not true and correct in all material respects; or
2. as to the Company, the sale of the Securities hereunder (i) is prohibited or enjoined by any applicable law or governmental regulation or (ii) subjects the Company to any penalty, or in its reasonable judgment, other onerous condition under or pursuant to any applicable law or government regulation that would materially reduce the benefits to the Company of the sale of the Securities to such Purchaser, so long as such regulation, law or onerous condition was not in effect in such form at the date of this Agreement.
2. This Agreement may be terminated by any Purchaser or MAG by notice to the Company given in the event that the Company shall have failed, refused or been unable to satisfy all material conditions on its part to be performed or satisfied hereunder on or prior to the Closing Date, or if after the execution and delivery of this Agreement and immediately prior to the Closing Date, trading in securities of the Company on the OTCBB shall have been suspended.
3. This Agreement may be terminated by mutual written consent of all parties.
9. Registration. Within 90 days after the Closing Date, the Company shall prepare and file with the SEC a Registration Statement covering the resale of the Common Stock and the Warrant Shares (collectively, the "Registrable Securities"), as set forth in the Registration Rights Agreement attached hereto as Exhibit C. Within 150 days after filing the Registration Statement, such Registration Statement must be declared effective by the SEC.
10. Event of Default. If an Event of Default (as defined below) occurs, the Purchasers and MAG shall have the right to exercise any or all of the rights given to the Purchasers and MAG relating to the Securities.

The Purchaser and MAG need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, and the Purchaser and MAG may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Purchaser and MAG at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

An "Event of Default" shall include the Company's failure to: (a) file the Registration Statement with the SEC within 90 days after the Closing Date, (b) have the Registration Statement deemed effective by the SEC within 150 days after the date of filing of the Registration Statement; or (c) pay the Due Diligence Fee within three (3) days after the Closing.

IN THE EVENT OF DEFAULT, COMPANY SHALL PAY TO PURCHASERS, IN CASH, $2,667 FOR EACH DAY THAT THE DEFAULT CONTINUES UNTIL SUCH DEFAULT IS CURED. PURCHASERS AND COMPANY ACKNOWLEDGE AND AGREE THAT THEY HAVE MUTUALLY DISCUSSED THE IMPRACTICALITY AND EXTREME DIFFICULTY OF FIXING THE ACTUAL DAMAGES PURCHASERS WOULD INCUR IN THE CASE OF AN EVENT OF DEFAULT, AND THAT AS A RESULT OF SUCH DISCUSSION THE PARTIES AGREE THAT $2,667 FOR EACH DAY REPRESENTS A REASONABLE ESTIMATE OF THE ACTUAL DAMAGES WHICH PURCHASERS WOULD INCUR IN THE CASE OF AN EVENT OF DEFAULT. BY SIGNING THIS SUBSCRIPTION AGREEMENT, PURCHASERS AND COMPANY SPECIFICALLY AND EXPRESSLY AGREE TO ABIDE BY THE TERMS AND PROVISIONS OF THIS PARAGRAPH CONCERNING LIQUIDATED DAMAGES.

11. Notices. All communications hereunder shall be in writing and shall be hand delivered, mailed by first-class mail, couriered by next-day air courier or by facsimile and confirmed in writing (i) if to the Company, at the addresses set forth below, or (ii) if to a Purchaser or MAG, to the address set forth for such party on Exhibit "E" hereto.

If to the Company:

MultiCell Technologies, Inc.
Attention: W. Gerald Newmin
55 Access Road
Suite 700
Warwick, Rhode Island 02886
Fax 401-738-7561



with a copy to:

Baratta & Goldstein
597 Fifth Avenue
New York, NY 10017
Attn: Joseph A. Baratta
Telephone: 212-750-9700
Fax: 212-750-8297

All such notices and communications shall be deemed to have been duly given: (i) when delivered by hand, if personally delivered; (ii) five business days after being deposited in the mail, postage prepaid, if mailed certified mail, return receipt requested; (iii) one business day after being timely delivered to a next-day air courier guaranteeing overnight delivery; (iv) the date of transmission if sent via facsimile to the facsimile number as set forth in this Section or the signature page hereof prior to 6:00 p.m. on a business day, or (v) the business day following the date of transmission if sent via facsimile at a facsimile number set forth in this Section or on the signature page hereof after 6:00 p.m. or on a date that is not a business day. Change of a party's address or facsimile number may be designated hereunder by giving notice to all of the other parties hereto in accordance with this Section.

12. Survival Clause. The respective representations, warranties, agreements and covenants of the Company and the Purchasers set forth in this Agreement shall survive until the first anniversary of the Closing.
13. Fees and Expenses. A $135,000 Due Diligence Fee and $25,000 legal fee shall be paid out of the escrow funds to Mercator Advisory Group, LLC at the Closing.
14. Legal Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the Warrants or the Registration Rights Agreement, the prevailing party or parties shall be entitled to receive from the other party or parties reasonable attorneys' fees, costs and necessary disbursements in addition to any other relief to which the prevailing party or parties may be entitled.
15. Successors. This Agreement shall inure to the benefit of and be binding upon Purchasers, MAG and the Company and their respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person. Neither the Company nor any Purchaser may assign this Agreement or any rights or obligation hereunder without the prior written consent of the other party.
16. No Waiver; Modifications in Writing. No failure or delay on the part of the Company, MAG or any Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The remedies provided for herein are cumulative and are not exclusive of any remedies that may be available to the Company, MAG or any Purchaser at law or in equity or otherwise. No waiver of or consent to any departure by the Company, MAG or any Purchaser from any provision of this Agreement shall be effective unless signed in writing by the party entitled to the benefit thereof, provided that notice of any such waiver shall be given to each party hereto as set forth below. Except as otherwise provided herein, no amendment, modification or termin ation of any provision of this Agreement shall be effective unless signed in writing by or on behalf of each of the Company, MAG and the Purchasers. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company, MAG or any Purchaser from the terms of any provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which made or given. Except where notice is specifically required by this Agreement, no notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances.
17. Entire Agreement. This Agreement, together with Transaction Documents, constitutes the entire agreement among the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, among the parties hereto with respect to the subject matter hereof and thereof.
18. Severability. If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.
19. APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO PROVISIONS RELATING TO CONFLICTS OF LAW TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ACTIONS, SUITS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT ONLY IN STATE OR FEDERAL COURTS LOCATED IN THE CITY OF LOS ANGELES, CALIFORNIA AND HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.
20. Counterparts. This Agreement may be executed in two or more counterparts and may be delivered by facsimile transmission, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
21. If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this Agreement shall constitute a binding agreement among the Company, the Purchasers and MAG.

Very truly yours,

MultiCell Technologies, Inc.

By:  ___________________________

Name:  _________________________

Title:  __________________________

ACCEPTED AND AGREED:

Mercator Momentum Fund, LP		Mercator Momentum Fund III, LP
By:	Mercator Advisory Group LLC	By:	Mercator Advisory Group LLC
Its:	General Partner	Name:	General Partner
	_________________________ David Firestone Managing Member	Title:	_________________________ David Firestone Managing Member
Mercator Advisory Group LLC		Monarch Pointe Fund, Ltd.
By:	_________________________	By:	_________________________
Name:	David Firestone	Name:	David Firestone
Its:	Managing Member	Its:	President
Telstar Limited a Vanuatu limited liability company		Golden Mist Limited a Mauritius limited liability company
By:  _____________________________		By:  _____________________________
Print Name:  _______________________		Print Name:  _______________________
Title:  ____________________________		Title:  ____________________________
Pentagon Special Purpose Fund, Ltd. a British Virgin Islands international business company		Search Capital a _________________________________
By:  _____________________________		By:  _____________________________
Print Name:  _______________________		Print Name:  _______________________
Title:  ____________________________		Title:  ____________________________
_________________________ Anthony Capozza		Asset Managers International, Ltd. a British Virgin Islands international business company
		By:  _____________________________
		Print Name:  _______________________
		Title:  ____________________________
_________________________ Steve Capozza		_________________________ Mark Elliot Schlanger

Schedule A

Direct and Indirect Subsidiaries of MultiCell Technologies, Inc.

ARTICLE I.  SUBSIDIARY	OWNERSHIP %
MCT Rhode Island Corp.	100%
Xenogenics Corporation	56.4%

Schedule B

Company Capitalization

November 30, 2004

Common Stock:
	Authorized Shares $.01 par value	200,000,000
	Shares Outstanding	125,483,441
Preferred Stock:
	Authorized Shares $.01 par value	2,000,000
	Shares Outstanding	18,000
	Outstanding Stock Options:	7,778,000
	Convertible Notes ($425,000)	2,166,667
	Stock Purchase Warrants	26,342,729

Schedule C

Other Arrangements

None

Schedule D

Violations

None

Schedule E

Use of Proceeds

Schedule F

Criminal Records and Bankruptcies

None

Exhibit A

Warrant

Exhibit B

Form of Legal Opinion

1. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with corporate power to own its properties and to conduct its business.
2. The Company has the corporate power to execute, deliver and perform the Transaction Documents, including the Exhibits, thereto. The Transaction Documents have been duly authorized by all requisite corporate action by the Company and constitute the valid and binding obligations of the Company, enforceable in accordance with their terms (subject to bankruptcy, equitable principles and other customary exceptions).
1. The authorized capital stock of the Company consists of ____________ shares of Preferred Stock, and ____________ shares of Common Stock.
2. The shares of the Company's Common Stock have been duly authorized and, upon issuance, delivery, and payment therefor as described in the Subscription Agreement, will be validly issued, fully paid and non-assessable.
3. The shares of the Company's Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance, and upon issuance, delivery, and payment therefor in accordance with the Warrants, will be validly issued, fully paid and non-assessable.
3. The Company's execution and delivery of the Transaction Documents and the issue and sale of the Common Stock and the Warrants, on the terms and conditions set forth in the Subscription Agreement, will not violate any law of the United States or the State of ___________, any rule or regulation of any governmental authority or regulatory body of the United States or the State of Delaware or any provision of the Company's Articles of Incorporation or Bylaws.
4. No consent, approval, order or authorization of, and no notice to or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the issuance and sale of the Common Stock and the Warrants pursuant to the Transaction Documents, except such as have been obtained or made and such as may be required under applicable securities laws.
5. On the assumption that the representations of the Purchasers and MAG in the Subscription Agreement are correct and complete, the offer and sale of the Common Stock and the Warrants pursuant to the terms of the Subscription Agreement are exempt from the registration requirements of Section 5 of the Securities Act of 1933, as amended, and from the qualification requirements of California securities statutes and regulations, and, under such securities laws as they presently exist, the issuance of the Company's Common Stock upon conversion of the Common Stock and exercise of the Warrants would also be exempt from such registration and qualification requirements.
6. We know of no pending or overtly threatened action, proceeding or governmental investigation with respect to the Company's sale of Common Stock and Warrants pursuant to the Transaction Documents.

Exhibit C

Registration Rights Agreement

Exhibit D

Allocation of Common Stock and Warrants

Name	Purchase Price	Common Stock	Warrants @ $0.20	Warrants @ $0.30
Mercator Momentum Fund, LP	$ 321,818	2,145,455	724,091	321,818
Mercator Momentum Fund III, LP	$ 222,000	1,480,000	499,500	222,000
Monarch Pointe Fund, Ltd.	$ 656,182	4,374,546	1,476,409	656,182
Mercator Advisory Group	$ -	-	3,825,000	1,700,000
Telstar Limited	$ 500,000	3,333,333	2,250,000	1,000,000
Golden Mist Limited	$ 200,000	1,333,333	900,000	400,000
Search Capital	$ 300,000	2,000,000	1,350,000	600,000
Anthony Capozza	$ 100,000	666,667	450,000	200,000
Steve Capozza	$ 100,000	666,667	450,000	200,000
Mark Elliot Schlanger	$ 100,000	666,667	450,000	200,000
Pentagon Special Purpose Fund, Ltd.	$ 500,000	3,333,333	2,250,000	1,000,000
Asset Managers International, Ltd.	$ 1,000,000	6,666,667	3,375,000	1,500,000
Total	$ 4,000,000	26,666,667	18,000,000	8,000,000

Exhibit E

Addresses for Notice to Purchasers

Addresses for Notice to Mercator Momentum Fund, LP, Mercator Momentum Fund III, LP, Monarch Pointe Fund, Ltd., and MAG:

Mercator Advisory Group, LLC
555 South Flower Street, Suite 4200
Los Angeles, California 90071
Attention: David Firestone
Facsimile: (213) 533-8285 with a copy to:
David C. Ulich, Esq.
Sheppard, Mullin, Richter & Hampton LLP
333 South Hope Street, 48^th Floor
Los Angeles, California 90071
Facsimile: (213) 620-1398

Addresses for Other Purchasers:

Name	Address	Phone	Fax
Telstar Limited	Registered Address: 1st Floor, International Building, Kumul Highway, Port Vila, Vanuatu		852-2537-5208
Golden Mist Limited	Registered Address: Suite 240, Barkly Wharf, Le Caudan Waterfront, Port Louis, Mauritius		230-210-1109
Search Capital
Anthony Capozza	4660 La Jolla Valley Drive, Suite 1040, San Diego, CA 92122	858-875-4510	858-455-5133
Steve Capozza	4660 La Jolla Valley Drive, Suite 1040, San Diego, CA 92122	858-875-4510	858-455-5133
Mark Elliot Schlanger		941-927-1818
Pentagon Special Purpose Fund, Ltd.	88 Baker Street, London, W1 U 6TQ, UK, Attention: Lewis Chester; With a copy to: Asset Managers Int'l Ltd., c/o Olympia Capital (Ireland) Limited, Harcourt Center, 6th Floor, Block 3, Harcourt Road, Dublin 2, Ireland	44(207) 299-9999	44(207) 299-9988
Asset Managers International, Ltd.	88 Baker Street, London, W1 U 6TQ, UK, Attention: Lewis Chester; With a copy to: Asset Managers Int'l Ltd., c/o Olympia Capital (Ireland) Limited, Harcourt Center, 6th Floor, Block 3, Harcourt Road, Dublin 2, Ireland	44(207) 299-9999	44(207) 299-9988

EX-10

MULTICELL TECHNOLOGIES, INC.
STOCK OPTION GRANT NOTICE
(2004 EQUITY INCENTIVE PLAN)

MultiCell Technologies, Inc. (the "Company"), pursuant to its 2004 Equity Incentive Plan (the "Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety.
Optionholder:				_____________________________
Date of Grant:				_____________________________
Vesting Commencement Date:				_____________________________
Number of Shares Subject to Option:				_____________________________
Exercise Price (Per Share):				_____________________________
Total Exercise Price:				_____________________________
Expiration Date:				_____________________________
Type of Grant:			[  ]  Incentive Stock Option1				[  ]  Nonstatutory Stock Option
[DRAFTING NOTE: Options that are exercisable by non-exempt employees (those subject to wage overtime rules) within six months after the date of grant may affect the calculations of overtime wages. Therefore, options granted to non-exempt employees should not be exercisable for at least six months from the grant date; provided, that the employees may exercise if their employment is terminated due to a change in control, their death or retirement.]
Exercise Schedule:		[  ]  Same as Vesting Schedule				[  ]  Early Exercise Permitted
Vesting Schedule:		[1/4th of the shares vest one year after the Vesting Commencement Date. 1/48th of the shares vest monthly thereafter over the next three years.]
Payment:		By one or a combination of the following items (described in the Stock Option Agreement):
		[  ]  By cash or check
		[  ]  Pursuant to a Regulation T Program if the Shares are publicly traded
		[  ]  By delivery of already-owned shares if the Shares are publicly traded
Additional Terms/Acknowledgements: The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Stock Option Agreement and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Stock Option Agreement and the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements on that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only:
OTHER AGREEMENTS:			_______________________________________________________________ _______________________________________________________________
MultiCell Technologies, Inc.					OPTIONHOLDER:
By:  __________________________________________                      Signature					______________________________________________                        Signature
Title:  _________________________________________					Date:  _________________________________________
Date:  _________________________________________
ATTACHMENTS:  Stock Option Agreement, 2004 Equity Incentive Plan and Notice of Exercise
1	If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.

ATTACHMENT I

STOCK OPTION AGREEMENT

ATTACHMENT II

2004 EQUITY INCENTIVE PLAN

ATTACHMENT III

NOTICE OF EXERCISE

MultiCell Technologies, Inc. 55 Access Road, Suite 700 Warwick, Rhode Island 02886		Date of Exercise:  _________________
Ladies and Gentlemen:
This constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below.
Type of option (check one):	Incentive  [  ]		Nonstatutory  [  ]
Stock option dated:	______________________
Number of shares as to which option is exercised:	______________________
Certificates to be issued in name of:	______________________
Total exercise price:	$_____________________
Cash payment delivered herewith:	$_____________________
By this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the 2004 Equity Incentive Plan, (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option.
I agree that, if required by the Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty (180 days)) following the effective date of the registration statement of the Company filed under the Securities Act as may be requested by the Company or the representative of the underwriters. I further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.
		Very truly yours,

EX-10

EXTEN INDUSTRIES, INC. STOCK OPTION AGREEMENT (INCENTIVE STOCK OPTION)
This Stock Option Agreement (the "Agreement") is made and entered into effective as of the date set forth on the Signature Page attached hereto by and between Exten Industries, Inc., a Delaware corporation (the "Company"), and that person identified on the Signature Page attached hereto (the "Optionee"). This option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code, as amended (the "Code").
The grant hereunder is in connection with and in furtherance of the Company's compensatory benefit plan for participation by the Company's employees (including officers), directors or consultants. Defined terms not explicitly defined in this agreement but defined in Exten Industries, Inc. 2000 Stock Incentive Plan (the "Plan") shall have the same definitions as in the Plan.
1.	Grant of Option. Subject to the vesting provisions of Sections 3 and 4, the Company hereby grants to Optionee, as of the date hereof the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of the aggregate number of shares of Common Shares set forth on the Signature Page attached hereto (the "Option"), subject to adjustment in accordance with the provisions of Section 19 below. The Plan provides for the issuance of Incentive Stock Options ("ISO"). Subject to Section 25, it is understood and acknowledged that (a) if the Optionee complies with the terms of this Agreement, (b) the Option was designated as an ISO at the time of grant and (c) the Optionee is an employee of the Company at all times from the date of this Agreement through the date which is three (3) months prior to the exercise of the Option, the Option is intended to be an Incentive Stock Option which will qualify under Section 422(b) of the Code.
2.	Purchase Price. The Purchase Price is 100% of the fair market value of the Common Shares at the time that the Option is granted (110% of such fair market value if the Option is granted to a 10% shareholder).
3.	Right to Exercise. The right to exercise the Option shall vest in accordance with the schedule set forth on the Signature Page. Notwithstanding the foregoing, the Option shall automatically fully vest (i.e., become exercisable) as to all of the Common Shares subject to the Option in the event that a Change in Control (as defined in Section 14.4 of the Plan) occurs with respect to the Company, subject to the limitations set forth in Section 14.4 of the Plan.
4.	Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933, as amended, or any other applicable requirement of Federal or state law has not been met.
5.	Term of Option. The Option shall terminate in any event on the earliest of (a) the date set forth on the Signature Page, (b) the expiration of the period described in Section 6 below, (c) the expiration of the period described in Section 7 below, (d) the expiration of the period described in Section 8 below; (e) the expiration of the period described in Section 9 below; or (f) the expiration of ten (10) years (five (5) years in the case of an Option granted to a 10% shareholder) from the date the Option was granted.
6.	Exercise Following Termination of Employment, Except By Death, Disability or Retirement. If the Optionee's service with the Company terminates for any reason other than death, disability or retirement, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within the period of three (3) consecutive months commencing immediately following the date of such termination (but not later than the termination date set forth in Section 5(a) above). The foregoing notwithstanding, the Option shall cease to be exercisable on the date of such termination if the termination is for cause. For this purpose, "cause" shall mean conviction of a felony, misappropriation of assets of the Company or any subsidiary, continued or repeated insobriety, continued or repeated absence from service during the usual working hours of the Optionee's position for reason other than disability or sickness, or refusal to carry out the reasonable directions of the Company's Board of Directors or senior executive officers.
7.	Exercise Following Death. If the Optionee's service with the Company terminates by reason of the Optionee's death, or if the Optionee dies after termination of service but while the Option would have been exercisable hereunder, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within twelve (12) months after the date of Optionee's death (but not later than the termination date set forth in Section 5(a) above). The exercise may be made by Optionee's representative or by the person entitled thereto under Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of this Agreement and such writing is delivered to the President of the Company.
8.	Exercise Following Disability. If the Optionee's service with the Company terminates by reason of the Optionee's disability, the Option (to the extent not previously exercised and is then exercisable) may be exercised for a period of twelve (12) months after the date of termination for reason of disability (but not later than the termination date set forth in Section 5(a) above).
9.	Exercise Following Retirement. If the Optionee's service with the Company terminates by reason of retirement, pursuant to the Company's formal retirement policy, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within three (3) consecutive months after the date of the Optionee's retirement (but not later than the termination date set forth in Section 5(a) above).
10.	Time of Termination of Service. For the purposes of this Agreement, Optionee's service shall be deemed to have terminated on the earlier of (a) the date when Optionee's service in fact terminated or (b) the date when the Optionee gave or received written notice that his or her service is to terminate.
11.	Nontransferability. Unless the Company otherwise consents in writing, the Option and all rights and privileges granted hereunder shall be non-assignable and non-transferable by the Optionee, either voluntarily or by operation of law, except by will or by operation of the laws of descent and distribution, shall not be pledged or hypothecated in any way, and shall be exercisable during lifetime only by the Optionee. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of Optionee's rights under this Agreement to terminate.
12.	Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Common Shares subject to the Option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made.
13.	Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 5; provided, however, that each partial exercise shall be for not less than one hundred (100) shares and shall be for whole shares only.
14.	Method of Exercise. Each exercise of the Option shall be by means of a written notice of exercise in substantially the form of attached Exhibit A delivered to the Secretary of the Company at its principal office and accompanied by payment in full of the option price for each share of Common Shares purchased under the Option. Such notice shall specify the number of shares of Common Shares with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, reasonably satisfactory to the Company, of such person's right to exercise the Option.
The Purchase Price specified in Section 2 above shall be paid in full upon the exercise of the Option (i) by cash or check, in United States dollars; by the surrender of Common Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, including shares that would be deliverable upon exercise of the Option (a "cashless exercise"), or in any combination of cash and Common Shares, as long as the sum of the cash so paid and the Fair Market Value of the Common Shares so surrendered equal the Purchase Price; (ii) by cancellation of indebtedness owed by the Company to the Optionee; or (iii) by any combination of the foregoing. The Board of Directors may, but is not obligated to, accept a secured recourse promissory note of Optionee (bearing such rate of interest and such other terms as they may reasonably determine) as payment of the exercise price; provided, however, no stock certificate representing the shares be released until the note shall have been paid in full.
Optionee may elect to effectuate a cashless exercise by delivering to the Company a written notice of its exercise, stating the number of Options to be exercised and that the Purchase Price shall be paid by canceling Options representing the right to purchase a number of shares of Common Shares having a value equal to such Purchase Price. The value of such canceled Options shall be the Fair Market Value of the Common Shares on the date such notice is first sent or given less the Purchase Price therefore. In the event of a cashless exercise, payment of the Purchase Price may also be made, provided that a public market for the Common Shares exists, by (i) a "same day sale" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Purchase Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Purchase Price directly to the Company; or (ii) a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Purchase Price directly to the Company.
15.	Withholding Taxes. If the Optionee is an employee or former employee of the Company when all or part of the Option is exercised, unless the Option qualifies as an ISO under Section 422 of the Code, the Company may require the Optionee to deliver payment of any withholding taxes (in addition to the Option exercise price) in cash with respect to the difference between the Option exercise price and the Fair Market Value of the Common Shares acquired upon exercise. Alternatively, the Company may accept shares having a Fair Market Value equal to the amount of the withholding taxes.
16.	Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Common Shares with respect to which the Option has been exercised. Such shares shall be fully paid and non-assessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse (a) as joint tenants with right of survivorship, (b) as community property or (c) as tenants in common without right of survivorship.
17.	Limitation of Optionee's Rights. Neither Optionee nor any person entitled to exercise the Option shall be or have any of the rights of a shareholder of the Company in respect of any share issuable upon the exercise of the Option unless and until a certificate or certificates representing shares of Common Shares shall have been issued and delivered upon exercise of the Option in full or in part. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued. This Option is not an employment contract and nothing in this Option shall be deemed to create in any way whatsoever any obligation on Optionee's part to continue in the employ of the Company, or of the Company to continue Optionee's employment with the Company. In addition, nothing in this Option shall obligate the Company or any Affiliate of the Company, or their respective shareholders, Board of Directors, officers or employees to continue any rela tionship which Optionee might have as an Outside Director or Consultant for the Company or Affiliate of the Company.
18.	Consent Required to Transfer. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, including the Company's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any shares of Common Shares purchased under the Option without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters.
19.	Recapitalizations. Subject to the provisions of the Plan, if the outstanding shares of the class then subject to this Option are adjusted for any increase or decrease in the number of issued shares of Common Shares resulting from a subdivision or consolidation of Common Shares or the payment of a stock dividend (but only of Common Shares) or any other increase or decrease in the number of issued shares of Common Shares effected without receipt of consideration by the Company, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregated exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. Subject to the provisions of the Plan, if the Company is the surviving corporation in any merger or consolidation, this Option shall pertain and apply to the securities to which a holder of the number of Common Shares subject to the Option would have been entitled. In the event of a merger or consolidation in which the Company is not the surviving corporation, the date of exercisability of this Option shall be accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation provides for the assumption of the Option by the successor to the Company. To the extent that the foregoing adjustments relate to securities of the Company, such adjustments shall be made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 19, the Optionee shall have no rights by reason of subdivision or consolidation of shares of any class, the payment of any Common Share dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or shares of another corpor ation, and any issue by the Company of shares of any class, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Purchase Price of Common Shares subject to this Option.
20.	Restricted Stock Provisions. In addition to certain federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering of its Common Shares, the shares of Common Shares issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, "restricted stock" means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated):
	(a)	Such shares of restricted stock may not be sold or otherwise transferred or hypothecated;
	(b)	If the employment of the Optionee with the Company or a subsidiary of the Company is terminated for any reason, including death, disability or retirement, the Company (or any subsidiary designated by it) shall have the option for sixty (60) days after such termination of employment to purchase for cash all or any part of his or her restricted stock at the Fair Market Value of the restricted stock on the date of such termination of employment (for which purpose Fair Market Value shall have the same meaning as set forth in the Plan);
	(c)	The restrictions imposed under this Section 20 shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off merger, consolidation or reorganization, but such restrictions imposed under this Section 20 shall expire or terminate with respect to the Common Shares on the earliest to occur of the following:
		(i)	The ninetieth (90th) day after the date on which shares of the same class of Common Shares as such restricted stock first become registered pursuant to the Exchange Act (which term for this purpose has the same meaning as set forth in the Plan);
		(ii)	The fifth (5th) anniversary of the date of grant hereof; or
		(iii)	The occurrence of any event or transaction upon which this Option terminates by reason of the provisions of Section 5 hereof.
	(d)	All certificates representing shares of Common Shares purchased upon the exercise of the Option shall bear the following legend:
	"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."
21.	Stock Incentive Plan. This Agreement is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Company's 2000 Stock Incentive Plan under which this Option was granted, as the same shall have been amended from time to time in accordance with the terms thereof, provided that no such amendment shall deprive the Optionee, without his or her consent, of this Option or any of his or her rights hereunder. Pursuant to said Plan, the Board of Directors of the Company or its Committee established for such purposes is vested with final authority to interpret and construe the Plan and this Option, and is authorized to adopt rules and regulations for carrying out the Plan. A copy of the Plan in its present form is available for inspection during business hours by the Optionee or other persons entitled to exercise this Option at the Company's principal office.
22.	Notices. Any notice to the Company contemplated by this Agreement shall be addressed to it in care of its President; any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as Optionee may hereafter designate in a writing delivered to the Company as provided herein.
23.	Interpretation. The interpretation, construction, performance and enforcement of this Agreement shall lie within the sole discretion of the Board, and the Board's determinations shall be conclusive and binding on all interested persons.
24.	Governing Law. This Agreement has been made, executed and delivered in, and the interpretation, performance and enforcement hereof shall be governed by and construed under the laws of the State of California.
25.	Effect of Early Disposition. If the Optionee exercises an Option granted as an ISO within two (2) years of the date on which the Option was granted, or disposes of the stock obtained by the exercise of the Option within one (1) year from the date of such exercise, whichever is later, the Option will be a Nonqualified Stock Option, and the gain, if any, on exercise will be treated as compensation rather than as capital gain. The Optionee agrees to notify the Company of such early exercise of the Option or disposition of the stock acquired within thirty (30) days thereof. Optionee shall not be required to hold the Common Shares for any period of time following exercise, unless legal counsel to the Company shall reasonably determine that such a sale would violate federal or state securities laws.
********************
SIGNATURE PAGE INCENTIVE STOCK OPTION AGREEMENT PURSUANT TO EXTEN INDUSTRIES, INC. 2000 STOCK INCENTIVE PLAN
Date of Grant:			___________________________________________________________
Exercise Price:			___________________________________________________________
Number of Shares:			___________________________________________________________
Vesting Schedule:			___________________________________________________________
Notwithstanding the foregoing, the Option shall automatically fully vest upon a Change in Control (as defined in Section 14.4 of the Plan), subject to the limitations set forth in Section 14.4 of the Plan.
Expiration Date:			___________________________________________________________
I have read the Incentive Stock Option Agreement indicated above which was adopted for use in connection with the 2000 Stock Incentive Plan. I have also received and reviewed a copy of the 2000 Stock Incentive Plan. As Optionee, I hereby acknowledge that as of the date of grant of this option, it sets forth the entire understanding between the undersigned Optionee and the Company and its Affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the options and any other stock awards previously granted and delivered to the undersigned under stock award plans of the Company, and (ii) the following agreements only:
NONE		____ (Initial)
OTHER			___________________________________________________________
IN WITNESS WHEREOF, this Incentive Stock Option Agreement has been delivered by the parties hereto.
Date:  ________________________________				"Optionee"
				_____________________________________
				Name  _______________________________
				Address  _____________________________
				_____________________________________
				_____________________________________
				Social Security Number  _________________
The Company hereby agrees to all the terms of the Agreement.
Exten Industries, Inc.
By:  _____________________________________
Name:  ___________________________________
Title:  ____________________________________
OPTION EXERCISE FORM (To be executed only upon exercise of Option)
The undersigned holder of the Option hereby irrevocably exercises the Option for the purchase of that number of shares of the Common Shares, .01 par value per share, of EXTEN INDUSTRIES, INC. set forth below, up to a maximum of __________ shares (or such other number of shares as may be issuable upon the exercise of the Option pursuant to the adjustment provisions of the Agreement), and hereby makes payment of the aggregate Purchase Price therefore which is also set forth below, all on the terms and subject to the conditions specified in this Agreement.
Number of Shares:			_______________
	X
Exercise Price:			$_______________
Aggregate Exercise Price paid:			$_______________
Dated:		_______________
				HOLDER:
				_____________________________________ (Signature)
				_____________________________________ (Please print)
ACCEPTED:
EXTEN INDUSTRIES, INC.
By:  ______________________________
Name:  ____________________________
Title:  _____________________________
[  ]  Cashless Exercise  ______________________________

STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into as of ___, by and between ___ (collectively "Optionee") and EXTEN INDUSTRIES, INC., a Delaware corporation, with principal offices at 9625 Black Mountain Road, Suite 218, San Diego, California, 92126 (the "Company").
WHEREAS:
A.	This Agreement is being entered into (describe situation). The Company is granting Optionee the right to purchase certain Shares of the Company's Common Stock in accordance with all terms and conditions of this Agreement.
B.	Optionee acknowledges and agrees that they are responsible for all federal, state and local income, employment, and other taxes that may be assessed or incurred in connection with the rights granted Optionee to purchase the Shares under this Agreement, and Optionee's purchase of the Shares, or any combination of them.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
1.0	Grant of Option. The Company hereby grants to Optionee or their assigns, options to purchaser # of the Company's Common Stock (the "Shares") at an exercise price (the "Exercise Price") of $__ per share (the "Option"). This Option shall expire at __ P.M. San Diego, California time, P.D.T., on ____(the "Expiration Time"), subject to earlier termination in accordance with the provisions of Section 4.0 below. The Option shall be fully earned and vested upon execution of this Agreement.
2.0	Exercise Procedure. Any portion of the Option may be exercised by delivery of written notice ("Election Notice") to the Company stating the number of Shares with respect to which the Option is being exercised, together with full payment of the Exercise Price, due therefore prior to the Expiration Time. Payment shall be made in cash or cash equivalent concurrently with the Company's issuance of the Shares. Optionee shall have the right to exercise the Option to purchase less than all of the Shares; provided, however, the Option is exercisable only on one (1) occasion, and in the event that Optionee elects to give an Election Notice for less than all of the Shares, the Option shall automatically terminate with respect to any portion of the Shares for which the Election Notice was not given.
3.0	Reserved Shares. The Company has duly reserved for issuance a number of authorized but unissued Shares adequate to fulfill its obligations under this Agreement. During the term of this Agreement the Company shall take such action as may be necessary to maintain at all times and adequate number of Shares reserved for issuance or treasury shares to fulfill its obligations hereunder.
4.0	Termination. The Option and all of Optionee's rights under this Agreement shall terminate prior to the Expiration Time and be of no further force and effect in the following circumstances: (a) in the event of Optionee's breach or default under this Agreement; (b) in the event Optionee timely gives Election Notice, but fails to timely pay the Exercise Price with respect to the Shares for which the Election Notice was given; and/or (c) in the event of Optionee's delivery of an Election Notice to purchase less than all of the Shares, provided such termination shall only apply with respect to any of the Shares for which the Election Notice was not given as provided in section 2.0.
5.0	Assignment. This Agreement, the Option, or both of them, any portion of either of them may not be assigned to any other party or entity and any attempted assignment by Optionee shall be null and void unless the Company gives its written consent.
6.0	Compliance With Law. The Option described herein shall not be exercised, and no Shares shall be issued in respect hereof, unless in compliance with federal and applicable state securities law.
	6.1	Legends. The certificates evidencing Shares purchased pursuant to this Agreement are "restricted securities" as that term is defined under the Securities Act of 1933, as amended and shall bear any legends reasonably deemed necessary by the Company and which do not conflict with the provisions of this Agreement.
7.0	Representations of Optionee.
	7.1	Representations Re: Securities Laws. Optionee makes the representations, warranties, acknowledgments and agreements set forth in subsections 7.1.1 to 7.1.6 below for the benefit of the Company, and its officers, directors, agents and employees, for the purpose of inducing the Company to grant the Option to Optionee. Optionee acknowledges that the Company is granting the Option in express and material reliance on such representations, warranties, acknowledgments and agreements. In the event that any such representation, warranty, acknowledgment or agreement is determined to be in any way inaccurate, Optionee agrees to indemnify, defend and hold harmless the Company, and its officers, directors employees and agents from any loss, damage, cost or expense (including reasonable attorneys' fees, expert witness fees and other legal costs) suffered or incurred on account of any such inaccuracy or untruthfulness or as a result of any claim, action or cause of action asserted by Optionee, which is in any way inconsistent with or in conflict with any such representation, warranty, acknowledgment or agreement.
		7.1.1	Investment Intent. Optionee is acquiring the Option solely for Optionee's own account for investment and not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Act") and/or Section 25102(f) of the California Corporations Code (the "Code). Optionee further represents that they do not have any present intention of selling, offering to sell or otherwise disposing of or distributing the Option, or if exercised, the Shares of any portion thereof; and that the entire legal and beneficial interest of the Option, and if exercised, the Shares is being acquired for, and will be held for, Optionee's account only and neither in whole nor in part for any other person.
		7.1.2	Sophistication/Experience. Optionee is a sophisticated investor and has substantial experience in investing in speculative investments similar to the business conducted by the Company. Optionee has sufficient knowledge and experience in business and financial matters to independently evaluate the risks and merits of such an investment.
		7.1.3	Preexisting Relationship. Optionee has a preexisting personal or business relationship with the Company within the meaning of Section 25102(f) under the California Securities Law of 1969 and Regulation D under the Securities Act of 1933, as amended, which relationship is of such a nature and duration as enables Optionee to be familiar with the officers and directors of the Company, and business acumen and general business and financial circumstances of the Company.
		7.1.4	No Registration or Qualification. In reliance on the representations and warranties of Optionee, Optionee acknowledges they are aware that the Option, and, the underlying Shares will be offered without registration under the Act, in reliance upon the non-public offering exemption provided in Section 4(2) thereof (and any other exemption available under the Act) and Regulation D promulgated thereunder, and will be offered and sold without being qualified with the California Commissioner of Corporations, in reliance upon Section 25102(f) of the Code and the regulations promulgated thereunder and in reliance on similar exemptions of any other states, if applicable. Optionee further acknowledges that Optionee has no right to require such registration or qualification in the future and that any right to transfer the Option, or, if exercised, the Shares is severely restricted by the Act and by applicable state securities laws, by an absence of a market for the Option and/or Shares and by the terms of this Agreement.
		7.1.5	Reasonableness of Investment. Optionee represents the investment in the Company is reasonable in relation to Optionee's net worth, that Optionee has no need for liquidity of such investment, that Optionee has adequate means to provide for current needs and possible personal contingencies, and that Optionee can bear the risk of complete loss of such investment.
		7.1.6	Independent Investigation and Evaluation. OPTIONEE ACKNOWLEDGES HE IS AWARE THAT PARTICIPATION IN THE COMPANY IS SUBJECT TO NUMEROUS AND SUBSTANTIAL RISKS, AND REPRESENTS A SPECULATIVE INVESTMENT AND IS SUITABLE ONLY FOR PERSONS WITH ADEQUATE INCOME AND NET WORTH WHO HAVE A VERY LIMITED NEED FOR LIQUIDITY. Optionee represents that he has conducted such investigation and evaluation of the Company and have had access to all information concerning the Company as Optionee deems necessary to ascertain all risks attendant an investment in the Company.
	7.2	Representations Re: Securities Laws. As a condition to exercise of the Option, the representations, warranties, acknowledgments and agreements of Optionee set forth in section 7.1 shall be true and correct as of the date of issuance of any Shares pursuant to the exercise of the Option. Optionee shall deliver to the Company such signed representations and warranties as may be necessary, in the reasonable opinion of counsel satisfaction to Company, for compliance with applicable federal and state securities laws for the issuance of the Shares.
8.0	Resale of Shares. Optionee's ability to transfer Shares purchased pursuant to this Agreement of securities acquired in lieu thereof or in exchange therefor is restricted under federal and state securities laws. Optionee shall not resell or offer for resale such Shares or securities unless they have been registered or qualified for resale under all applicable federal and state securities laws or an exemption from such registration of qualification is available in the opinion of counsel satisfactory to Company.
9.0	Adjustment of Exercise Price and Number of Shares Purchasable Upon Exercise; Dilution; and No Preemptive Rights.
	9.1	Recapitalization. In the event that the Company shall, while the Option remains unexercised, in whole or in part, and in force, effect a recapitalization of such character that the Shares purchasable hereunder shall be changed into or become exchangeable for a different number of Shares, then, after the date of record for such recapitalization, the number of Shares of the Company's Common Stock which Optionee hereof shall be entitled to purchase hereunder shall be increased or decreased, as the case may be, in direct proportion to the increase or decrease in the number of Shares of Common stock by reason of such recapitalization, and the Exercise Price per Share, in the case of an increase in the case of an increase in the number of such shares, shall be proportionately reduced, and in the case of a decrease in the number of such Shares, shall be proportionately increased. For purposes of this section 9.1, a stock dividend, stock split up, or reverse split sha ll be considered as a recapitalization and as an exchange for a larger or smaller number of Shares, as the case may be.
	9.2	Issuance of Additional Shares. Except with respect to a recapitalization, stock dividend, split-up or reverse split or as provided in Section 9.1 above, Optionee acknowledges and agrees that the Option and the Shares are subject to dilution as a result of transactions undertaken by the Company subsequent to the date of this Agreement involving the equity or debt capitalization of the Company, and nothing in this Agreement shall be construed or applied to limit the Company's unrestricted right and/or authority to engage in such transactions. Without limiting the generality of the preceding provision, Optionee acknowledges and agrees that, except as provided in section 9.1 above, neither the number of Shares subject to the Option or the Exercise Price per Share shall be adjusted in the event that the Company (i) issues or sells additional Shares of its Common Stock ("Additional Shares"), (ii) issues, sells or grants any options, warrants or other rights to acquire, subscribe for or purchase Common Stock (collectively, "Additional Options"), or (iii) issues, sells or grants any options, warrants or other rights to acquire, subscribe for or purchase any indebtedness or securities convertible into or exchangeable for Common Stock (collectively, "Convertible Securities").
	9.3	Preemptive Rights. No preemptive or other rights to purchase the Company's shares are granted or shall be created by this Agreement.
	9.4	Consolidation, Merger of Sale of Assets. In the event of any consolidation of the Company with or merger of the Company into, any other company, or in the case of any sale of conveyance of all or substantially all of the assets of the Company, then the Company shall make adequate provisions whereby Optionee shall thereafter have the right to purchase and receive, upon substantially the same material terms and conditions specified in this Agreement and in lieu of Shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby, such Shares of stock or securities as may be issued in connection with such consolidation, merger, or sale or conveyance, with respect to or in exchange for the number of outstanding shares of Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby had such consolidation, merger, sale or conveyance, not taken place, and in any such case appropriate provision shall be made with respect to the rights and interest of Optionee to the end that the provisions thereof shall be applicable as nearly as may be in relation to any shares of stock or securities thereafter deliverable upon the exercise thereof.
10.0	Tax Treatment. Optionee acknowledges that the tax treatment of this Option, Shares subject to this Option, or any events or transactions with respect thereto may be dependent upon various factors or events which are not determined by this Agreement. The Company makes no representations with respect to and hereby disclaims all responsibility as to such tax treatment. Optionee acknowledges and agrees that they are responsible for all federal, state and local income, employment, and other taxes that may be assessed or incurred in connection with the rights granted Optioneee to purchase the Shares under this Agreement, and Optionee's purchase of the Shares, or any combination of them. Optionee shall indemnify, defend and hold harmless the Company from any loss, damage, liability or expense (including reasonable attorneys' fees and legal expenses) suffered or incurred on account of any such taxes or assessments and/or Optionee's failure to timely report and pay an y such taxes and/or assessments.
11.0	Non-Qualified Status. This Option is not intended to be an "Incentive Stock Option" as defined in Section 422A of the Internal Revenue Code of 1985 and it shall not be treated as an Incentive Stock Option, whether or not, by its terms, it meets the requirements of Section 422A.
12.0	Binding Effect. Except as expressly provided, this Agreement shall be binding upon and inure to the benefit of the Company and Optionee and their respective heirs, successors, and assigns.
13.0	State Securities Qualification. The sale of the securities which are the subject of this Agreement have not been qualified with the Department of Corporation of the State of California, and the issuance of such securities or the payment or receipt of any part of the consideration therefor prior to such qualification in unlawful, unless the sale of securities as exempt from the qualification. The rights of all parties to this Agreement are expressly conditioned upon such qualification being obtained, unless the sale is so exempt.
14.0	Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten and any agreements related to the Option granted Optionee. Each of the parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which are not expressly contained in this Agreement; and each party further acknowledges that he or she has not executed this Agreement in reliance upon any belief as to any fact not expressly recited herein.
15.0	Attorneys Fees. In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceedings or otherwise, shall be reimbursed immediately for the reasonably incurred attorney's fees and other costs and expenses by the other parties to the dispute.
16.0	Captions. The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation.
17.0	Severance. If any provision of this Agreement is held to be illegal or invalid by a court or competent jurisdiction, such provision shall be deemed to be severed and deleted; and neither such provision, nor its severance and deletion shall affect the validity of the remaining provisions.
18.0	Counterparts. This Agreement may be executed in any number of counterparts.
19.0	Expenses Associated With This Agreement. Each of the parties hereto agrees to bear its own costs, attorneys fees and related expenses associated with the preparation of this Agreement.
20.0	Arbitration. Any dispute or claim arising to or in any way related to this Agreement shall be settled by arbitration in San Diego, California. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate an arbitrator from an approved list of arbitrators following both parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration (except as set forth in section 16.0 above). A demand for arbitration shall be make within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution or legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. The decision of the arbitrat ors shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgement in accordance with that decision may be entered in any court having jurisdiction thereof.
21.0	Survival. All warranties and representations recited in this Agreement shall survive the execution of this Agreement and all actions and performances by each party as contemplated by this Agreement.
22.0	Counsel. Both parties hereto have had an opportunity to consult with appropriate legal counsel in connection with this Agreement.
23.0	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
24.0	Headings; Construction. The headings which have been used throughout this Agreement have been inserted for convenience of reference only and do not constitute matters to be construed in interpreting this Agreement. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, and vice versa, unless the context requires otherwise. All provisions of this Agreement were the subject of negotiation and no principle of law providing for the interpretation of a contract against the draftsperson shall be applied in interpreting any provision in this Agreement.
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement effective as of the date first set forth above.
OPTIONEE
_______________________________
COMPANY
Exten Industries, Inc., a Delaware corporation
BY:  __________________________
W. Gerald Newmin
_______________________________ (Print Title)

EXTEN INDUSTRIES, INC.
STOCK OPTION AGREEMENT
(NON-STATUTORY STOCK OPTION)

This Stock Option Agreement (the "Agreement") is made and entered into effective as of the date set forth on the Signature Page attached hereto by and between Exten Industries, Inc., a Delaware corporation (the "Company"), and that person identified on the Signature Page below and attached hereto (the "Optionee"). This Option is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code (the "Code").

The grant hereunder is in connection with and in furtherance of the Company's compensatory benefit plan for participation by the Company's employees (including officers), directors or consultants. Defined terms not explicitly defined in this Agreement but defined in the Exten Industries, Inc. 2000 Stock Incentive Plan (the "Plan") shall have the same definitions as in the Plan.

1. Grant of Option. Subject to the vesting provisions of Section 3 and/or as set forth on the Signature Page attached hereto, the Company hereby grants to Optionee, as of the date hereof the right and option to purchase, on the terms and conditions hereinafter set forth, all or any part of the aggregate number of shares of Common Shares set forth on the Signature Page attached hereto (the "Option"), subject to adjustment in accordance with the provisions of Section 19 below. It is understood and acknowledged that the Option is designated as a Non-statutory Stock Option that will not qualify as an incentive stock option under Section 422 of the Code.

2. Purchase Price. The price to be paid for the shares of Common Shares to be issued upon exercise of the Option or any part thereof shall be as set forth on the Signature Page (the "Purchase Price").

3. Right to Exercise. The right to exercise the Option shall vest in accordance with the schedule set forth on the Signature Page. Notwithstanding the foregoing, the Option shall automatically fully vest (i.e., become exercisable) as to all of the Common Shares subject to the Option in the event that a Change in Control (as defined in Section 14.4 of the Plan) occurs with respect to the Company, subject to the limitations set forth in Section 14.4 of the Plan.

4. Securities Law Requirements. No part of the Option shall be exercised if counsel to the Company determines that any applicable registration requirement under the Securities Act of 1933, as amended, or any other applicable requirement of Federal or state law has not been met.

5. Term of Option. The Option shall terminate in any event on the earliest of (a) the date set forth on the Signature Page, (b) the expiration of the period described in Section 6 below, (c) the expiration of the period described in Section 7 below, (d) the expiration of the period described in Section 8 below, or (e) the expiration of the period described in Section 9 below.

6. Exercise Following Termination of Employment, Except By Death, Disability or Retirement. If the Optionee's service with the Company terminates for any reason other than death, disability or retirement, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within the period of three (3) consecutive months commencing immediately following the date of such termination (but not later than the termination date set forth in Section 5(a) above). The foregoing notwithstanding, the Option shall cease to be exercisable on the date of such termination if the termination is for cause. For this purpose, "cause" shall mean conviction of a felony, misappropriation of assets of the Company or any subsidiary, continued or repeated insobriety, continued or repeated absence from service during the usual working hours of the Optionee's position for reason other than disability or sickness, or refusal to carry out the reasonable d irections of the Company's Board of Directors.

7. Exercise Following Death. If the Optionee's service with the Company terminates by reason of the Optionee's death, or if the Optionee dies after termination of service but while the Option would have been exercisable hereunder, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within twelve (12) months after the date of Optionee's death (but not later than the termination date set forth in Section 5(a) above). The exercise may be made by Optionee's representative or by the person entitled thereto under Optionee's will or the laws of descent and distribution; provided that such representative or such person consents in writing to abide by and be subject to the terms of this Agreement and such writing is delivered to the President of the Company.

8. Exercise Following Disability. If the Optionee's service with the Company terminates by reason of the Optionee's disability, the Option (to the extent not previously exercised and is then exercisable) may be exercised for a period of twelve (12) months after the date of termination for reason of disability (but not later than the termination date set forth in Section 5(a) above).

9. Exercise Following Retirement. If the Optionee's service with the Company terminates by reason of retirement, the Option (to the extent it has not previously been exercised and is then exercisable) may be exercised within three (3) consecutive months after the date of the Optionee's retirement (but not later than the termination date set forth in Section 5(a) above).

10. Time of Termination of Service. For the purposes of this Agreement, Optionee's service shall be deemed to have been terminated on the earlier of (a) the date when Optionee's service in fact terminated or (b) the date when the Optionee gave or received written notice that his or her service is to terminate.

11. Nontransferability. Unless the Company otherwise consents in writing, the Option and all rights and privileges granted hereunder shall be non-assignable and non-transferable by the Optionee, either voluntarily or by operation of law, except by will or by operation of the laws of descent and distribution, shall not be pledged or hypothecated in any way, and shall be exercisable during lifetime only by the Optionee. Except as otherwise provided herein, any attempted alienation, assignment, pledge, hypothecation, attachment, execution or similar process, whether voluntary or involuntary, with respect to all or any part of the Option or any right thereunder, shall be null and void and, at the Company's option, shall cause all of Optionee's rights under this Agreement to terminate. Notwithstanding the foregoing, the Option may be assigned or transferred by the Optionee, without the prior written consent of the Company, to his spouse, his lineal descendants, his siblings or to a trust for the benefit of any of the foregoing.

12. Effect of Exercise. Upon exercise of all or any part of the Option, the number of shares of Common Shares subject to option under this Agreement shall be reduced by the number of shares with respect to which such exercise is made.

13. Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 5; provided, however, that each partial exercise shall be for not less than one hundred (100) shares and shall be for whole shares only.

14. Method of Exercise. Each exercise of the Option shall be by means of a written notice of exercise in substantially the form of the attached Exhibit A delivered to the Secretary of the Company at its principal office and accompanied by payment in full of the Purchase Price for each share of Common Shares purchased under the Option. Such notice shall specify the number of shares of Common Shares with respect to which the Option is exercised and shall be signed by the person exercising the Option. If the Option is exercised by a person other than the Optionee, such notice shall be accompanied by proof, reasonably satisfactory to the Company, of such person's right to exercise the Option.

The Purchase Price specified in Section 2 above shall be paid in full upon the exercise of the Option (i) by cash or check, in United States dollars; by the surrender of Common Shares in good form for transfer, owned by the person exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, including shares that would be deliverable upon exercise of the Option (a "cashless exercise"), or in any combination of cash and Common Shares, as long as the sum of the cash so paid and the Fair Market Value of the Common Shares so surrendered equal the Purchase Price; (ii) by cancellation of indebtedness owed by the Company to the Optionee; or (iii) by any combination of the foregoing. The Board of Directors may, but is not obligated to, accept a secured recourse promissory note of Optionee (bearing such rate of interest and such other terms as they may reasonably determine) as payment of the exercise price; provided, however, no stock certificate representing the shares be released until the note shall have been paid in full.

Optionee may elect to effectuate a cashless exercise by delivering to the Company a written notice of its exercise, stating the number of Options to be exercised and that the Purchase Price shall be paid by canceling Options representing the right to purchase a number of shares of Common Shares having a value equal to such Purchase Price. The value of such canceled Options shall be the Fair Market Value of the Common Shares on the date such notice is first sent or given less the Purchase Price therefore. In the event of a cashless exercise, payment of the Purchase Price may also be made, provided that a public market for the Common Shares exists, by (i) a "same day sale" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to sell a portion of the shares so purchased to pay for the Purchase Price and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Purchase Price directly to the C ompany; or (ii) a "margin" commitment from the Optionee and a NASD Dealer whereby the Optionee irrevocably elects to exercise the Option and to pledge the shares so purchased to the NASD Dealer in a margin account as security for a loan from the NASD Dealer in the amount of the Purchase Price, and whereby the NASD Dealer irrevocably commits upon receipt of such shares to forward the Purchase Price directly to the Company.

15. Withholding Taxes. If the Optionee is an employee or former employee of the Company when all or part of the Option is exercised, the Company may require the Optionee to deliver payment of any withholding taxes (in addition to the Option exercise price) in cash with respect to the difference between the Option exercise price and the Fair Market Value of the Common Shares acquired upon exercise. Alternatively, the Company may accept shares having a Fair Market Value equal to the amount of the withholding taxes.

16. Issuance of Shares. Subject to the foregoing conditions, the Company, as soon as reasonably practicable after receipt of a proper notice of exercise and without transfer or issue tax or other incidental expense to the person exercising the Option, shall deliver to such person at the principal office of the Company, or such other location as may be acceptable to the Company and such person, one or more certificates for the shares of Common Shares with respect to which the Option has been exercised. Such shares shall be fully paid and non-assessable and shall be issued in the name of such person. However, at the request of the Optionee, such shares may be issued in the names of the Optionee and his or her spouse (a) as joint tenants with right of survivorship, (b) as community property or (c) as tenants in common without right of survivorship.

17. Limitation of Optionee's Rights. Neither Optionee nor any person entitled to exercise the Option shall be or have any of the rights of a shareholder of the Company in respect of any share issuable upon the exercise of the Option unless and until a certificate or certificates representing shares of Common Shares shall have been issued and delivered upon exercise of the Option in full or in part. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued. This Option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on Optionee's part to continue in the employ of the Company, or of the Company to continue Optionee's employment with the Company. In addition, nothing in this Option shall obligate the Company or any Affiliate of the Company, or their respective shareholders, Board of Directors, officers or employees to contin ue any relationship which Optionee might have as an Outside Director or Consultant for the Company or Affiliate of the Company.

18. Consent Required to Transfer. In connection with any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, including the Company's initial public offering, Optionee shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any shares of Common Shares purchased under the Option without the prior written consent of the Company or its underwriters. Such limitations shall be in effect for such period of time from and after the effective date of such registration statement as may be requested by the Company or such underwriters.

19. Recapitalizations. Subject to the provision of the Plan, if the outstanding shares of the class then subject to this Option are adjusted for any increase or decrease in the number of issued shares of Common Shares resulting from a subdivision or consolidation of the Common Shares or the payment of a stock dividend (but only of Common Shares) or any other increase or decrease in the number of issued shares of Common Shares effected without receipt of consideration by the Company, appropriate adjustments shall be made in the number and/or kind of shares or securities for which the unexercised portions of this Option may thereafter be exercised, all without any change in the aggregated exercise price applicable to the unexercised portions of this Option, but with a corresponding adjustment in the exercise price per share or other unit. Subject to the provisions of the Plan, if the Company is the surviving corporation in any merger or consolidation, this Option shall pertai n and apply to the securities to which a holder of the number of Common Shares subject to the Option would have been entitled. In the event of a merger or consolidation in which the Company is not the surviving corporation, the date of exercisability of this Option shall be accelerated to a date prior to such merger or consolidation, unless the agreement of merger or consolidation provides for the assumption of the Option by the successor to the Company. To the extent that the foregoing adjustments relate to securities of the Company, such adjustments shall be made by the Board, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 19, the Optionee shall have no rights by reason of subdivision or consolidation of shares of Common Shares of any class, the payment of any Common Share dividend or any other increase or decrease in the number of shares of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of ass ets or common stock of another corporation, and any issue by the Company of shares of any class, or securities convertible into shares of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Purchase Price of Common Shares subject to an Option.

20. Restricted Stock Provisions. In addition to certain federal and state securities laws restrictions, until such time as the Company shall have consummated an initial public offering of its common stock, the shares of Common Shares issued on exercise of this Option shall upon issuance be subject to the following restrictions (and, as used herein, "restricted stock" means shares issued on exercise of this Option which are still subject to the restrictions imposed under this Section that have not yet expired or terminated):

           (a) Such shares of restricted stock may not be sold or otherwise transferred or hypothecated;

           (b) If the employment of the Optionee with the Company or a subsidiary of the Company is terminated for any reason, including death, disability or retirement, the Company (or any subsidiary designated by it) shall have the option for sixty (60) days after such termination of employment to purchase for cash all or any part of his or her restricted stock at the Fair Market Value of the restricted stock on the date of such termination of employment (for which purpose Fair Market Value shall have the same meaning as set forth in the Plan);

           (c) The restrictions imposed under Section 20 shall apply as well to all shares or other securities issued in respect of restricted stock in connection with any stock split, reverse stock split, stock dividend, recapitalization, reclassification, spin-off, split-off merger, consolidation or reorganization, but such restrictions imposed under Section 20 shall expire or terminate on the earliest to occur of the following:

                      (i) The ninetieth (90^th) day after the date on which shares of the same class of Common Shares as such restricted stock first become publicly traded;

                      (ii) The fifth (5^th) anniversary of the date of grant hereof; or

                      (iii) The occurrence of any event or transaction upon which this Option terminated by reason of the provisions of Section 19 hereof.

           (d) All certificates representing shares of Common Shares purchased upon the exercise of the Option shall bear the following legends:

"THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). ANY TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT."

21. Stock Incentive Plan. This Agreement is subject to, and the Company and the Optionee agree to be bound by, all of the terms and conditions of the Company's 2000 Stock Incentive Plan under which this Option was granted, as the same shall have been amended from time to time in accordance with the terms thereof, provided that no such amendment shall deprive the Optionee, without his or her consent, of this Option or any of his or her rights hereunder. Pursuant to said Plan, the Board of Directors of the Company or its Committee established for such purposes is vested with final authority to interpret and construe the Plan and this Option, and is authorized to adopt rules and regulations for carrying out the Plan. A copy of the Plan in its present form is available for inspection during business hours by the Optionee or other persons entitled to exercise this Option at the Company's principal office.

22. Notices. Any notice to the Company contemplated by this Agreement shall be addressed to it in care of its President; any notice to the Optionee shall be addressed to him or her at the address on file with the Company on the date hereof or at such other address as Optionee may hereafter designate in a writing delivered to the Company as provided herein.

23. Interpretation. The interpretation, construction, performance and enforcement of this Agreement shall lie within the sole discretion of the Board, and the Board's determinations shall be conclusive and binding on all interested persons.

24. Governing Law. This Agreement has been made, executed and delivered in, and the interpretation, performance and enforcement hereof shall be governed by and construed under the laws of the State of California.

**********************

SIGNATURE PAGE
NON-STATUTORY STOCK OPTION AGREEMENT
PURSUANT TO
EXTEN INDUSTRIES, INC.
2000 STOCK INCENTIVE PLAN

Date of Grant:			___________________________________________________________
Exercise Price:			___________________________________________________________
Number of Shares:			___________________________________________________________
Vesting Schedule:			The Option shall vest as to one-third (1/3) on the anniversary of the Date of Grant each year for three (3) years. The Option shall terminate and cease to be exercisable on the fourth (4th) anniversary of the Date of Grant.
Notwithstanding the foregoing, the Option shall automatically fully vest upon a Change in Control (as defined in Section 14.4 of the Plan), subject to the limitations set forth in Section 14.4 of the Plan.
Expiration Date:			___________________________________________________________
I have read the Non-Statutory Stock Option Agreement indicated above which was adopted for use in connection with the 2000 Stock Incentive Plan. I have also received and reviewed a copy of the 2000 Stock Incentive Plan. As Optionee, I hereby acknowledge that as of the date of grant of this Option, it sets forth the entire understanding between the undersigned Optionee and the Company and its Affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the options and any other stock awards previously granted and delivered to the undersigned under stock award plans of the Company, and (ii) the following agreements only:
NONE		____ (Initial)
OTHER			___________________________________________________________
IN WITNESS WHEREOF, this Non-Statutory Stock Option Agreement has been delivered by the parties hereto.
Date:  ________________________________				"Optionee"
				_____________________________________
				Name  _______________________________
				Address  _____________________________
				_____________________________________
				_____________________________________
				Social Security Number  _________________
The Company hereby agrees to all the terms of the Agreement.
Exten Industries, Inc.
By:  _____________________________________
Name:  ___________________________________
Title:  ____________________________________
OPTION EXERCISE FORM (To be executed only upon exercise of Option)
The undersigned holder of the Option hereby irrevocably exercises the Option for the purchase of that number of shares of the common stock, .01 par value per share, of Exten Industries, Inc. set forth below, up to a maximum of __________ shares (or such other number of shares as may be issuable upon the exercise of the Option pursuant to the adjustment provisions of the Agreement), and hereby makes payment of the aggregate Purchase Price therefore which is also set forth below, all on the terms and subject to the conditions specified in this Agreement.
Number of Shares:			_______________
	X
Exercise Price:			$_______________
Aggregate Purchase Price paid:			$_______________
Dated:		_______________
				HOLDER:
				_____________________________________ (Signature)
				_____________________________________ (Please print)
ACCEPTED:
EXTEN INDUSTRIES, INC.
By:  ______________________________
Name:  ____________________________
Title:  _____________________________
[  ]  Cashless Exercise  ______________________________

EX-10

INDEMNIFICATION AGREEMENT

This agreement, made and entered into June 15, 2004, is between MultiCell Technologies, Inc., a corporation organized and existing under the laws of Delaware, with its principal office located at 55 Access Rd., Suite 700, Warwick, Rhode Island, 02886 referred to as the corporation, ___________________________________________________, referred to as the indemnified party.

RECITALS

A. The corporation is currently engaged in research, development, and commercialization of cellular products and medical devices.

B. At the request of the corporation, the indemnified party currently serves or may soon serve as a director and/or officer of the corporation (and may from time to time serve as a director and/or officer of one or more subsidiaries of the corporation), and, as such, may be subjected to claims, actions, suits or proceedings arising out of or as a result of this service.

C. The corporation currently maintains a policy of directors and officers' liability insurance covering certain liabilities that may be incurred by indemnified party as a director and/or officer.

D. Due to the fact that the indemnification provisions of the General Corporate Laws of Delaware ("GCLD") and the corporation's articles of incorporation may be amended, modified or repealed, that the corporation may be unable to continue to purchase and maintain adequate directors and officers' liability insurance and that there may be other substantial uncertainties associated with the business of the corporation, indemnified party does not regard that rights to indemnification granted to him or her under the provisions of the GCLD and the corporation's articles of incorporation and under directors and officers' liability insurance as adequate to protect him against the risks associated with service as a director and/or officer of the corporation; and the indemnified party may not be willing to serve or to continue to serve as a director and/or officer of the corporation, in the absence of the benefits and assurances provided to him under this agreement.

E. As an inducement to the indemnified party to continue to serve as director and/or officer, the corporation has agreed to indemnify the indemnified party against expenses and costs incurred by the indemnified party in connection with any such claims, actions, suits or proceedings, in accordance with this agreement.

F. Therefore, in order to induce the indemnified party to continue to serve as a member of the board of directors and/or as an officer of the corporation, and to continue to perform his duties and responsibilities in accordance with his best judgment of the corporation's best interests and without undue concern over potential claims of personal liability, the corporation agrees with the indemnified party as follows:

SECTION ONE

DEFINITIONS

A. "Expenses" shall mean any and all expenses (including attorney fees), costs, judgments, fines or amounts paid in settlement and that are actually and reasonably incurred by the indemnified party in connection with any Action.

B. "Action" shall mean any threatened, pending or completed claim, action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether of not such action is by or in the right of the corporation or such other enterprise with respect to which the indemnified party serves or has served as a director or officer, that arises by reason of the fact that the indemnified party is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise.

SECTION TWO

INDEMNITY

Notwithstanding any amendment, modification or repeal of the indemnification provisions of the GCLD or the corporation's articles of incorporation after the date of this agreement, the corporation shall, to the fullest extent permitted by GCLD in effect on the date hereof, hold harmless and indemnify the indemnified party against any and all Expenses, except:

A. Expenses for which the indemnified party is indemnified pursuant to any directors and officers' insurance policy purchased and maintained by the corporation. It is specifically understood that the indemnity provided in this agreement is in excess of any such directors and officers insurance policy, and the indemnified party will look first to the directors and officers insurance policy, if any; or

B. Remuneration paid to the indemnified party if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; or

C. Expenses incurred on account of any action in which judgment is rendered against the indemnified party for an accounting of profits made from the purchase or sale by the indemnified party of securities of the corporation, pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments to it or similar provisions of any federal, state or local law; or

D. Expenses incurred on account of the indemnified party's conduct that is finally adjudged to have been (or indemnified party has admitted facts sufficient to conclude that his conduct was): (1) a breach of the duty of loyalty to the corporation or its stockholders, (2) an act or omission that was not in good faith, (3) an act or omission that involved intentional misconduct or a knowing violation of law, (4) a transaction from which the indemnified party derived an improper personal benefit; or

E. Expenses for which the indemnified party may not lawfully be indemnified under GCLD in effect on the date hereof; or

F. If a final decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful as against public policy; or

G. Any income taxes, or any interest or penalties related to them, in respect of compensation received for services as a director and/or officer.

SECTION THREE

CONTINUATION OF INDEMNITY

All agreements and obligations of the corporation contained in this agreement shall continue during the period the indemnified party is a director, officer, employee, or agent of the corporation (or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise), and shall survive the indemnified party's service as a director or officer of the corporation or his service in any other capacity referred to in this agreement.

SECTION FOUR

NOTICE TO CORPORATION

Subject to the provisions of GCLD, the corporation shall perform its obligations under this agreement on receipt of written demand for such performance from the indemnified party, and, if the corporation fails to perform its obligations under this agreement on demand, the indemnified party may then at any time bring legal action against the corporation to obtain full and complete performance of its obligations under this agreement. In any action brought to enforce this agreement, on a showing by the indemnified party that a claim has been asserted against him with respect to or in connection with any alleged act or omission by him as a director or officer of the corporation, or any alleged neglect or breach of duty by him as a director or officer of the corporation or otherwise in his capacity as a director or officer of the corporation or as a result of his service at the request of the corporation as a director, officer, employee or agent, there shall be a presumption that the indemnifi ed party is entitled to indemnification and advancement of costs and expenses from the corporation in respect to indemnification.

SECTION FIVE

CONTROL OF DEFENSE

A. If a claim should be made or threatened against the indemnified party that has given rise to, or may give rise to, a right to indemnification under Section Two of this agreement, or a right to advancement of costs and expenses under Section Six of this agreement, and provided that the claim is not made or threatened in the name or on behalf of the corporation and there is no other conflict of interest between the corporation and the indemnified party with respect to the claim, then the corporation shall have the right to assume, at its own cost and expense, the investigation, defense or other contest of the claim on behalf of the indemnified party (if applicable, jointly with any third party who may have obligation to hold harmless or indemnify the indemnified party with respect to the claim).

B. If a conflict of interest of the type described in Section Five subsection A should develop, the indemnified party shall control the defense of any action, suit or proceeding against him that may give rise to a right of indemnification under this agreement, subject to the following: (1) if the insurance carrier that shall have supplied any directors and officers' insurance policy shall be willing to conduct the defense without any reservation as to coverage, then, unless on written application by the indemnified party concurred in by the board of directors of the corporation, in which the indemnified party and the board of directors deem it undesirable, the insurance carrier shall select counsel to conduct the defense; (2) if the insurance carrier shall not assume responsibility for the defense without any reservation of rights as to coverage, the defense shall be conducted by experienced and able counsel selected by the indemnified party and reasonably acceptable to the board of di rectors; and (3)separate counsel will be used by the indemnified party and other parties indemnified by the corporation and subject to the same claim only to the extent necessary, in the reasonable opinion of the indemnified party, to avoid conflict of interest.

C. If the corporation should elect to assume the defense of a claim on behalf of the indemnified party, as provided in Section Five subsection A, then: (1) the corporation shall give the indemnified party prompt written notice of the election; (2) the corporation shall be obliged to defend the claim in good faith and in a manner consistent with the best interests of the indemnified party; (3) provided that the corporation defends the claim in good faith and in a manner consistent with the best interest of the indemnified party and no conflict of interest develops between the corporation and the indemnified party with respect to the claim, the corporation shall not be liable for any costs or expenses (including attorney fees) incurred by the indemnified party in connection with defending or otherwise contesting the claim after the indemnified party has received written notice of the election; and (4) the corporation shall not settle or compromise the claim on any basis or in any manner that would impose any liability, limitation or restriction of any kind on the indemnified party without his express written consent.

SECTION SIX

ADVANCEMENT OF EXPENSES

On written request to the corporation by the indemnified party, the corporation shall advance to the indemnified party amounts of money sufficient to cover expenses in advance of the final disposition of them, on receipt of (1) a written affirmation by the indemnified party of his good faith belief that he has met the standard of conduct necessary for indemnification under GCLD in effect on the date hereof, (2) undertaking by or on behalf of the indemnified party to repay such amount(s) if it shall ultimately be determined by final judgment of a court of competent jurisdiction that the indemnified party is not entitled to be indemnified by the corporation under this agreement or that such indemnification for Expenses is prohibited under GCLD in effect on the date hereof, and (3) satisfactory evidence as to the amount of such expenses. The indemnified party's written certification, together with a copy of the statement paid or to be paid by the indemnified party, shall constitute satisfact ory evidence, absent manifest error.

SECTION SEVEN

DIRECTORS AND OFFICERS LIABILITY INSURANCE

A. Provided in Sole Discretion of Corporation. The corporation plans to continue to provide the indemnified party with directors and officers insurance coverage ("Directors and Officers Coverage") providing to the indemnified party such coverage then available in the insurance industry is such amounts and with such exclusions and other conditions to coverage as shall in the sole judgment of the corporation provide reasonable coverage to the indemnified party in light of the cost to the corporation and any other relevant considerations, it being expressly intended that the foregoing shall not obligate the corporation to obtain Directors and Officers Coverage for the indemnified party.

B. Settlement. The indemnified party shall not settle any matter for which he intends to seek indemnification under this agreement without first attempting to obtain any approval required with respect to such settlement by the insurance carrier of any applicable Directors and Officers Coverage. If the indemnified party seeks such approval, but the approval is not granted by the insurance carrier of any applicable Directors and Officers Coverage, the indemnified party shall be entitled to indemnification to the fullest extent provided by this agreement.

C. No Limitation of Obligation. Except as otherwise set forth in Section Two subsection A, the provisions of Directors and Officers Coverage, or the failure to so provide Directors and Officers Coverage, shall in no way limit or diminish the obligation of the corporation to indemnify the indemnified party as provided elsewhere in this agreement.

SECTION EIGHT

NONEXCLUSIVITY

The rights granted to the indemnified party under which this agreement shall not be deemed exclusive of, or in limitation of, any rights to which the indemnified party may be entitled under law, the corporation's articles of incorporation or bylaws, vote of stockholders, determination by the corporation's board of directors or otherwise.

SECTION NINE

SUCCESSORS AND ASSIGNS

The rights granted to the indemnified party under this agreement shall inure to the benefit of the indemnified party, his personal representatives, heirs, executors, administrators, and beneficiaries, and this agreement shall be binding on the corporation, its successors and assigns.

SECTION TEN

SEVERABILITY

To the extent permitted by applicable law, the parties by this agreement waive any provision of law that renders any provision in this agreement unenforceable in any respect. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provisions shall be held to be prohibited by or invalid under applicable law, such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and all other provisions shall remain in full force and effect.

SECTION ELEVEN

PRIOR RIGHTS

Acceptance of this agreement by the indemnified party terminates all rights and obligations of the indemnified party under any prior arrangements, understanding or contracts (other than the provisions contained in the TBCA), the corporation's articles of incorporation or applicable insurance policies relating to indemnification.

SECTION TWELVE

LAW GOVERNS

The laws of the State of Delaware shall govern this agreement.

SECTION THIRTEEN

ADDRESS

Any notice, demand or other communication to the corporation under this agreement may be addressed to the corporation at 55 Access Rd., Suite 700, Warwick, RI, 02886 to the attention of its corporate secretary.

IN WITNESS, each party to this agreement has caused it to be executed on the date indicated below.

___________________________ Director and/or officer	________________ Date
___________________________ Chairman, MultiCell Technologies, Inc.	________________ Date

EX-10

SUBLEASE

This SUBLEASE ("Sublease") is made as of April 6, 2005, by and between StemCells, Inc. (formerly known as CytoTherapeutics, Inc.), having an address at 3155 Porter Drive, Palo Alto, CA 94304 ("Sublessor"), and MultiCell Technologies, Inc., having an address at 55 Access Road, Suite 700, Warwick, RI 02886 ("Sublessee").

W I T N E S S E T H:

WHEREAS, pursuant to that Lease dated as of November 21, 1997, (the "Prime Lease") between HUB RI Properties Trust, as landlord ("Prime Lessor"), and Sublessor, as tenant, a copy of which such Prime Lease is attached hereto as Exhibit A, which is a true, complete, accurate and current copy of the Prime Lease as at the date hereof, Sublessor leases a certain building from the Prime Lessor located at 701 George Washington Highway, Lincoln, Rhode Island 02865, all as more particularly described in the Prime Lease (the "Facility"); and

WHEREAS, Sublessee desires to sublease approximately 5,572 rentable square feet ("RSF") of the Facility identified on the floor plan attached hereto as Exhibit B (the "Subleased Premises") from Sublessor, with the right in common with others entitled thereto to the use of the (a) driveways and walkways necessary for access to the Facility; (b) the entrances, lobby, hallways, stairways, and elevators necessary for access to the Subleased Premises; (c) rest rooms; (d) parking and loading areas; (e) the heating, ventilating, air conditioning, plumbing, electrical, emergency life safety and other mechanical systems and equipment serving the Subleased Premises; and (e) other common areas, facilities and improvements (including the tank storage facility and supply lines located on the ground floor of the laboratory portion of the Facility) located on the Property (as that term is defined in the Prime Lease) (collectively, the "Common Areas"), and Sublessor is willin g to sublease the same, all on the terms and conditions hereinafter set forth;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:

1. Sublease of Subleased Premises. For the rent and upon the terms and conditions herein, Sublessor hereby subleases the Subleased Premises to Sublessee and Sublessee hereby subleases the Subleased Premises from Sublessor, together with the non-exclusive rights to use the Common Areas. Sublessee's Pro Rata Share of the Facility shall be eight and ninety-nine hundredths percent (8.99%). This Sublease is subject to the written consent of the Prime Lessor, which upon receipt shall be attached hereto and incorporated herein as Exhibit A-1. If Prime Lessor fails to consent to this Sublease by April 1, 2005, then this Sublease shall become null and void and of no further force and effect, unless said date is further extended by the mutual agreement of the parties hereto. Sublessor shall deliver the Subleased Premises to Sublessee on or before the Sublease Commencement Date (defined hereafter) in a broom-clean condition, free of all tenants and occupants, and with any improvements to be constructed by Sublessor in accordance with Section 4, below or the Prime Lease, completed.

2. Term. The term of this Sublease shall commence on the date which is twenty (20) business days following the date that (a) both Sublessor and Sublessee have executed this Sublease and (b) Sublessee has received written notice from Sublessor of Prime Lessor's consent to this Sublease, together with a copy such consent ("Sublease Commencement Date") and shall expire on the date which is three (3) years from the Sublease Commencement Date or such earlier date upon which said term may expire, be canceled or be terminated pursuant to any of the terms or provisions of the Prime Lease, this Sublease or applicable law ("Term"). No later than nine calendar months prior to the termination of the Term of this Sublease, Sublessee shall notify Sublessor in writing whether or not it exercises its option to renew this Sublease of the Subleased Premises for an additional term of three (3) years ("Renewal Term"). The Renewal Term, if any, shall be upon all the terms hereof, and shall be evidenced by an amendment to this Sublease executed by Sublessor immediately upon presentation by Sublessee. If at any time Sublessee notifies Sublessor that it does not intend to exercise its option to renew this Sublease, or if Sublessee fails to notify Sublessor in writing by the date which is nine calendar months prior to the expiration of the Term , that Sublessee does exercise its option to extend this Sublease, Sublessor shall have no further obligation to Sublessee with respect to the Renewal Term and shall be free to lease the Subleased Premises to others effective on expiration of the original Term.

3. Basic Rent and Rent Commencement. Sublessee hereby covenants and agrees to pay rent during the Term to Sublessor for the Subleased Premises at the rate of:

	YEARLY	MONTHLY
Year 1:	$94,724.00 Net of Tenant Electricity	$7,893.67
Year 2:	$100,296.00 Net of Tenant Electricity	$8,358.00
Year 3:	$105,868.00 Net of Tenant Electricity	$8,822.33
Renewal Year 1:	$105,868.00 Net of Tenant Electricity	$8,822.33
Renewal Year 2:	$111,440.00 Net of Tenant Electricity	$9,286.67
Renewal Year 3:	$117,012.00 Net of Tenant Electricity	$9,751.00

payable in advance on the first day of each month during the Term in equal monthly installments ("Basic Rent"), beginning on the date which is twenty (20) business days following the date that (a) both Sublessor and Sublessee have executed this Sublease and (b) Sublessee has received written notice from Sublessor of Prime Lessor's consent to this Sublease, together with a copy of such consent("Rent Commencement Date"). If the Term does not commence on the first day or end on the last day of a calendar month, rent for such month shall be prorated accordingly. If Sublessor fails to deliver the Subleased Premises to Sublessee on or before the Sublease Commencement Date in accordance with Section 1, above, then the Rent Commencement Date shall not occur until the date on which Sublessor delivers the Subleased Premises as required by this Sublease; provided that if the Sublease Commencement Date does not occur on or before May 1, 2005, Sublessee shall have the right to te rminate this Sublease upon ten (10) days written notice to Sublessor, in which case Sublessor shall have no further obligation or liability whatsoever to Sublessee.

4. Tenant Improvements. The Subleased Premises shall be delivered in "As is" condition with all existing furniture, fixtures and equipment to remain in place; all such existing furniture, fixtures and equipment shall remain the property of Sublessor and shall remain in place at the expiration or other termination of the Term and any Renewal Term. Sublessor shall be responsible for the construction of any demising walls or access doors and any other work necessary to secure and divide the Subleased Premises from other Facility if and when the balance of the floor on which the Subleased Premises is located (floor one of the laboratory portion of the Facility) is sublet to another subtenant or subtenants; provided, however, that until such time as said demising walls and access doors are constructed, Sublandlord shall secure and lock floor one of the laboratory portion of the Facility, of which the Subleased Premises is a part, and Sublessor shall not access or permit th ird parties (except as expressly authorized by Sublessee) to access said floor one, except as permitted in Section 19, below. Sublessee shall be responsible for any other improvements, whether as laboratory or office space, and which are listed in Exhibit C (the "Tenant Improvements"), as permitted in Section 4.1.1 of the Prime Lease. Sublessee shall perform all work on such other improvements, if any, in accordance with Sections 8, 10 and 13 and Exhibit C of this Sublease. Sublessee shall have access to the Subleased Premises upon the execution of this Sublease and Prime Lessor's consent thereto to perform any Tenant Improvements.

5. Tax & Operating Base. The tax base shall be the pro rated share of taxes assessed for fiscal year 2005 (the "Tax base"). The operating expense base shall be the pro rated share of operating expenses for calendar year 2005 (the "Operating Base"). Operating Expenses shall be defined as all reasonable costs or expenses incurred for the operation, cleaning, maintenance, repair and upkeep of the Property, including without limitation, snow removal, landscaping and grounds, maintenance, parking lot operation and maintenance, security, operation and repair of HVAC equipment, elevators, lighting and any other building equipment or systems, janitorial services for the Common Areas only, including material and equipment, insurance relating to the property, any commercially reasonable management fees associated with the Facility, and all utility costs (notwithstanding the fact that electric charges for plugs and lights will be paid by the Sublessee as provided in Section 7 of this Sublease). Janitorial service to the Subleased Premises shall be provided by Sublessee at Sublessee's sole expense. The following costs and expenses shall not be included within the definition of Operating Expenses: (i) capital improvements made to the Facility, unless such capital improvements are expected to, and in fact do, reduce the normal Operating Expenses of the Facility and are amortized over the useful life of the improvements; (ii) repairs, replacements and general maintenance paid by proceeds of insurance or by Sublessee or other third parties; (iii) interest, amortization or other payments on loans to Sublessor or Prime Lessor; (iv) depreciation; (v) leasing commissions; (vi) legal expenses for services, other than those that benefit Facility tenants/subtenants generally (e.g. tax disputes); (vii) costs for renovating or otherwise improving space for other occupants, tenants/subtenants of the Facility or vacant space in the Facility; (viii) real estate taxes; (ix) federal income taxes imposed on or measured by the income of Sublessor or Prime Lessor from the operation of the Facility; (x) costs, expenses, charges or assessments incurred on behalf of another tenant/subtenant, or for which Sublessor is paid or reimbursed by insurance, warranties, service contracts, condemnation proceeds or otherwise, or by any tenant/subtenant; (xi) the cost of installing, operating and maintaining any athletic or recreation clubs; (xii) the cost of correcting any defects (latent or otherwise) in the design, construction or equipment of the Facility; (xiii) salaries and bonuses of individuals not directly related to the operation of the Facility; (xiv) the cost of any work or services performed for any facility other than the Facility; (xv) Sublessor's general overhead, except as it relates specifically to the actual management of the Facility; (xvi) advertising and promotion costs; (xvii) any costs necessary to cure violations of any applicable laws, ordinances or regulat ions and (xviii) accounting and bookkeeping services, except to the extent included in the management fee permitted hereby.

6. Additional Rent. Sublessee covenants and agrees to pay, as Additional Rent, increases in taxes and betterment assessments, and increases in Operating Expenses (including Tenant Electricity), with respect to the Property, as provided in this Section 6 as follows:

6.1 Real Estate Taxes.

The Sublessee shall pay, as Additional Rent hereunder, the Sublessee's Pro Rata Share of the increase, if any, in the aggregate of real estate taxes imposed, assessed or levied upon the Property over the Tax Base. Such Pro Rata Share shall be estimated and paid in accordance with the procedure for Operating Expenses in Section 6.2, below. Sublessee shall not be responsible for any interest or penalties incurred by Sublessor as a result of the delinquent tax payment by Sublessor unless and to the extent Sublessee fails to make a timely payment prior to the date on which such taxes are due, in which event Sublessee shall be liable to pay that portion of any such interest or penalties equal to a fraction, the numerator of which is the amount of Sublessee's late payment and the denominator of which is the delinquent tax payment.

6.2 Operating Expenses.

The Sublessee shall pay, as Additional Rent hereunder, the Sublessee's Pro Rata Share of the increase, if any, in the actual Operating Expenses of the Property over the Operating Base. Payment of Operating Expenses shall be made as follows: Sublessor shall make a good faith estimate of Sublessee's Pro Rata Share of the increase in Operating Expenses over the Operating Base at the start of each calendar year (defined as January 1^st through December 31^st), and Sublessee shall pay to Sublessor, on the first day of the calendar year and on the first day of each calendar month thereafter, an amount equal to the estimated Pro Rata Share for such calendar year or part thereof divided by the number of months therein. Not more than semi-annually, Sublessor may estimate and re-estimate the Additional Rent (Operating Expenses and Real Estate Taxes) to be due by Subtenant and deliver a copy of the estimate or re-estimate to Sublessee. Thereafter, the monthly installments of A dditional Rent payable by Sublessee shall be appropriately adjusted in accordance with the estimations so that, by the end of the calendar year in question, Sublessee shall have paid all of the Additional Rent as estimated by Sublessor. By April 1 of each calendar year, or as soon thereafter as practicable, Sublessor shall furnish to Sublessee a statement of Operating Expenses for the previous year, and of the taxes for the previous year (the "Operating Expenses and Tax Statement"). If the Operating Expenses and Tax Statement reveals that Sublessee paid less for Operating Expenses than the actual amount for the year for which such statement was prepared, or less than its actual share of taxes for such year, then Sublessee shall promptly pay Sublessor such deficiency. If the Sublessee paid more than the actual amount for the year for which such statement was prepared, Sublessee shall receive a credit in such amount for the next calendar year, unless such overpayment occurs during the last year of the Term, in which event Sublessor shall reimburse Sublessee for such excess payment immediately upon expiration of the Sublease. Sublessee may audit or review such Operating Expenses and taxes at Sublessee's sole cost and expense at reasonable times.

7. Electricity Charges. Sublessee shall be responsible for payment of $1.75 per square foot per year ($9,751.00) on a monthly basis ($812.58) (the "Electrical Payment") in advance, for tenant electrical usage (including plugs and lights). Notwithstanding the foregoing, Sublessee shall have the right, at its sole cost and expense, to install a separate electric meter within the Subleased Premises (or such other location as determined by Sublessor) and usage will be read monthly by Sublessor, or at Sublessor's option, by Sublessee. In such event, the Electrical Payment shall be the actual cost of electricity used by Sublessee and computed at the then-current public utility rate.

8. Tenant Improvements. Sublessee shall be responsible for all Tenant Improvements. Sublessee shall submit to Sublessor a written Schedule to this Sublease (Exhibit C) detailing the Tenant Improvements to be made to the Subleased Premises, including blueprint plans of the work to be performed, for prior approval by the Sublessor, such approval not to be unreasonably withheld or delayed. Sublessee is responsible for all costs associated with the Tenant Improvements including the reasonable cost of Sublessor's reviewing said plans up to a maximum amount of $500 for each of said plans. The said Schedule must be submitted prior to the commencement of any work being performed. All work must be performed in accordance with the terms and conditions provided for in the Prime Lease and must be approved in writing by the Sublessor and, if required, the Prime Lessor, and must be performed in accordance with state and local by-laws. The Sublessee shall have access to the Subleased Premi ses to perform the Tenant Improvements upon the signing of the Sublease by all parties even if such date is prior to the Sublease Commencement Date.

9. Security and Restoration Deposit. Upon execution of this Sublease, Sublessee shall deliver to the Sublessor the amount equal to (3) months' ($23,681.00) Basic Rent (the "Security and Restoration Deposit"). The Security and Restoration Deposit shall be held by the Prime Lessor, for the Sublessor's benefit, as security for the faithful performance of all the terms of this Sublease to be observed and performed by Sublessee, but may be commingled with other funds of Sublessor as provided below. The Security and Restoration Deposit shall not be mortgaged, assigned, transferred or encumbered by Sublessee and any such act on the part of Sublessee shall be without force and effect and shall not be binding upon Sublessor.

If the Basic Rent, Additional Rent or any other payment due hereunder from Sublessee to Sublessor shall be overdue and unpaid beyond any applicable cure period, or should Sublessor make any payment on behalf of Sublessee, or Sublessee shall fail to perform any of the terms of this Sublease, then at the expiration of any applicable cure period, Sublessor may, at its option and without notice or prejudice to any other remedy which Sublessor may have on account thereof, appropriate and apply so much of the Security Deposit as may be necessary to compensate Sublessor toward the payment of Basic Rent, Additional Rent or other sums or loss or damage sustained by Sublessor due to such breach by Sublessee; and Sublessee shall within ten (10) days of demand by Sublessor restore the Security Deposit to the original sum deposited. Sublessor shall promptly return the Security Deposit, or so much thereof as shall have not theretofore been applied in accordance with the terms hereof, less any amounts d ue from, but unpaid by, Sublessee hereunder, to Sublessee within thirty (30) days of the expiration or earlier termination of this Sublease and the surrender of possession of the Subleased Premises by Sublessee to Sublessor in accordance with the terms of this Sublease. In no event shall the Security Deposit be applied against monthly Basic Rent, Additional Rent or other payments due hereunder from Sublessee without such amount's being restored as set forth above. While Sublessor holds the Security Deposit, Sublessor shall have no obligation to pay interest on the same and shall have the right to commingle the same with Sublessor's other funds.

10. Permitted Use; Condition of the Subleased Premises; Alterations; Maintenance; Return to Original Condition. Sublessee shall use the Subleased Premises as laboratory and/or office space for healthcare research and development, and such other uses as may be ancillary, incidental or necessary thereto in accordance with the terms and conditions of "Article 4: Use of the Property" of the Prime Lease, Exhibit C to this Sublease, and applicable law. Further, Sublessee shall not do, suffer or permit anything to be done in or upon the Subleased Premises, the Facility or the Property except in accordance with and as permitted by the Prime Lease and applicable law.

To the best of the Sublessor's knowledge, the Subleased Premises, the Property (as such term is defined in the Prime Lease) and the Facility are free of material defects and are not contaminated by Hazardous Substances (as such term is defined in the Prime Lease). Sublessor shall indemnify Sublessee and hold Sublessee harmless from any claims of liability or loss (including reasonable attorney, consultant and expert fees) arising directly out of Hazardous Substances discovered at the Property and/or the Facility that Sublessee can establish by convincing evidence to have been introduced or released exclusively by Sublessor and/or by tenants of the Facility other than Sublessee. Upon delivery of possession of the Subleased Premises by Sublessor to Sublessee, Sublessee shall conclusively be deemed to have accepted the Subleased Premises in their then current "as-is" physical condition and to have acknowledged that (a) the same are satisfactory to Sublessee in all physical respects, and (b ) Sublessor has no obligation to make any repairs or improvements to the Subleased Premises.

Notwithstanding anything to the contrary contained in the Prime Lease, Sublessee shall make no alteration, addition or improvement to the Subleased Premises without Sublessor's prior written consent, which consent shall not be unreasonably withheld or delayed by Sublessor so long as such alterations are permitted under the Prime Lease or approved by Prime Lessor. Any and all such alterations shall be made in accordance with all applicable laws and regulations, in accordance with plans and specifications therefore subject to review and approval by Sublessor and Prime Lessor (if required), and in a good and workmanlike manner. Any request for Sublessor's and Prime Lessor's consent to such alterations shall specify the commencement date and the approximate completion date thereof, and shall include the plans and specifications therefore. Notwithstanding the foregoing or anything contained herein to the contrary, Sublessee shall have the right to make certain non-structural alterations to o r within the Subleased Premises as Sublessee deems reasonably necessary without Sublessor's or Prime Lessor's prior consent, provided such alterations (i) do not affect building systems; (ii) the cost for such alterations are less than $5,000 in the aggregate; and (iii) such alterations otherwise comply with the terms of this Sublease and, to the extent applicable, the Prime Lease. All such alterations and leasehold improvements shall be done at the sole cost and expense of Sublessee. Sublessee shall not, under any circumstances or for any period of time, allow any contractor's lien to be filed against the Facility related to any of Sublessee's alterations or leasehold improvements. Notwithstanding the granting of approval of any alterations by the Sublessor or the Prime Lessor, if any of the Sublessee Improvements shall, at any time, encroach upon or impair the enjoyment of the property by other subtenants or tenants, then Sublessee shall take the actions necessary to remove such encroachment or impairme nt to ensure the continued operation of the Facility to its intended use.

Sublessee shall, at its sole cost and expense, keep and maintain the Subleased Premises in good order and repair, reasonable wear and tear excepted and shall promptly make all necessary and appropriate non-structural repairs and replacements. All repairs and maintenance shall be made in good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to such work.

Upon the expiration or earlier termination of this Sublease and the surrender of possession of the Subleased Premises by Sublessee, the Subleased Premises shall be returned to the same condition as at the date of execution hereof, ordinary wear and tear excepted, free of all defects and contamination by Hazardous Substances (as such term is defined in the Prime Lease), except for such Hazardous Substances as Sublessee can establish by convincing evidence to have first been introduced by Sublessor and/or by tenants of the Facility other than Sublessee, provided however that at Sublessor's election, any Tenant Improvements, alterations and repairs undertaken by the Sublessee to the Subleased Premises, and articles affixed to the Subleased Premises, whether or not fixtures, shall remain with the Subleased Premises, except for office and/or laboratory equipment, so-called trade fixtures, or other personal property of Sublessee, which may be removed by Sublessee at any time during or at the end of the Term provided that such removal does not in any way damage the Subleased Premises.

Three (3) months prior to the expiration of this Sublease, or upon earlier termination, Sublessee, at its sole cost and expense, shall have a licensed professional reasonably satisfactory to Sublessor inspect the Subleased Premises for the presence of Hazardous Substances, and shall provide the Sublessor with a certification from such professional that the Subleased Premises are free of radiation and Hazardous Substances, except for radiation or Hazardous Substances that Sublessee can establish by convincing evidence to have existed prior to the Sublease Commencement Date. In the event any environmental decontamination of the Subleased Premises or the Facility is required as a result of Sublessee's use of the Subleased Premises, and which is not directly caused by the Sublessor, its employees, agents, invitees, or other sublessees, such environmental decontamination shall be performed, at Sublessee's sole cost and expense, prior to the redelivery of the Subleased Premises to the Sublessor and shall be maintained through the remainder of the Term.

11. Insurance; Indemnification. Sublessee shall, at its own cost and expense, obtain and throughout the Term shall maintain, with companies qualified to do business in Rhode Island and reasonably acceptable to Sublessor, for the benefit of Sublessor, Prime Lessor and any mortgagee as additional insureds, (a) "all-risk" property insurance, including insurance against loss or damage by fire, vandalism and malicious mischief, explosion or malfunction of equipment or apparatus in or hereinafter installed in the Subleased Premises, extended coverage perils and all physical loss perils in an amount equal to one-hundred percent (100%) of the then replacement cost of the Subleased Premises and surrounding portions of the Facility which may reasonably be damaged as the result of an incident within the Subleased Premises, (b) comprehensive general liability insurance (with contractual liability rider) against claims for bodily injury, death or property damage occurring to, upon o r about the Subleased Premises in limits of $1,000,000 per occurrence, $2,000,000 in the aggregate and umbrella coverage in an amount not less than $5,000,000 for bodily injury, death and property damage and insurance covering contents of, and personal property and trade fixtures located in, the Subleased Premises, and (c) Worker's compensation insurance coverage for all persons employed by Sublessee on the Subleased Premises with statutory limits and otherwise with limits and provisions in accordance with the requirements of local, State and federal law, and employer's liability insurance with limits of not less than $500,000.

Notwithstanding the foregoing, the risk of loss to all contents of, and personal property and trade fixtures located in, the Subleased Premises is upon Sublessee, and Sublessor shall have no liability with respect thereto unless such loss is due to the negligence or willful misconduct of Sublessor.

All such insurance detailed above shall specifically name Prime Lessor and Sublessor (together with any other party or parties as required under the terms of the Prime Lease) as additional insured thereunder. Such insurance shall not be subject to cancellation, termination or change with respect to Prime Lessor, Sublessor or such other parties without thirty (30) days' prior written notice. A duplicate original of the policy or a certificate of such insurance shall be delivered to each of Prime Lessor and Sublessor prior to the commencement of the Term.

Sublessee agrees to protect, defend with counsel approved by Sublessor (such approval not to be unreasonably withheld), indemnify and hold Sublessor and Prime Lessor, their officers, directors, employees, trustees, agents and beneficiaries (as applicable) and their respective successors or assigns (hereinafter "Indemnitees") harmless from and against any and all claims and liabilities (other than claims and liabilities arising from any negligence or willful misconduct of the Indemnitees), arising: (i) from the conduct or management of or from any work or thing whatsoever done in or about the Subleased Premises during the term hereof; (ii) from any condition arising, and any injury to or death of persons, damage to property or other event occurring, resulting or arising from an occurrence in or about the Subleased Premises during the term hereof; and (iii) from any breach or default on the part of Sublessee in the performance of any covenant or agreement on the part of Sublessee t o be performed pursuant to the terms of this Sublease or from any negligent act or omission on the part of Sublessee or any of its agents, employees, licensees, invitees or assignees. Sublessee further agrees to indemnify the Indemnitees from and against any and all damages, liabilities, costs and expenses, including reasonable attorneys' fees, incurred in connection with any such indemnified claim or any action or proceeding brought in connection therewith.

12. Subletting and Assignment. Sublessee shall have the right to sublet in accordance with the terms and conditions of the Prime Lease and the prior written consent of Sublessor such consent not to be unreasonably withheld. Sublessee shall have no right whatsoever to assign this Sublease or any part thereof, except that Sublessee may assign to any person or entity controlling, controlled by, or under common control with Sublessee, or a successor to the business conducted on the Subleased Premises, with the prior written approval of Sublessor, which approval shall not be unreasonably withheld or delayed, so long as such person, entity or successor is both financially secure and no less financially secure than Sublessee is at such time, in each case as reasonably determined by the Sublessor. In addition, Sublessee shall not otherwise encumber all or any part of its interest in this Sublease, the Subleased Premises, or any rights of the estate hereby created without in each case first obtaining the prior written consent of Sublessor, which will not be unreasonably withheld.

13. Primacy and Incorporation of Prime Lease; Sublessor's Rights. This Sublease is subject and subordinate to the Prime Lease and Sublessor purports hereby to convey, and Sublessee takes hereby, no greater rights hereunder than those accorded to or taken by Sublessor as tenant under the terms of the Prime Lease, the termination (for whatever reason) of which shall automatically terminate this Sublease, except as otherwise set forth in Prime Lessor's Consent to this Sublease. Except as may be inconsistent with the other provisions of this Sublease or otherwise provided for herein, or as may be specifically set forth below, all of the terms and provisions in the Prime Lease are incorporated herein by reference as if set forth herein in full and shall be applicable to this Sublease with the same force and effect as if Sublessor were the Landlord under the Prime Lease and Sublessee were the Tenant thereunder, provided, however that Sublessee's obligations pursuant to such provisio ns of the Prime Lease shall be limited to the Subleased Premises. Any time periods set forth in the Prime Lease which apply to the compliance of Sublessor with provisions thereof, shall be read to be such time period less three (3) days with respect to their application to the Sublessee and its compliance therewith. Furthermore, Section 4.3.3 of the Prime Lease shall be read substituting (i) "Sublessee" in each place where the word "Tenant" appears, and (ii) "Prime Lessor and Sublessor" in each place where the word "Landlord" appears, provided, however that Sublessee's indemnification obligations pursuant to Section 4.3.3 shall be limited solely to a release of Hazardous Substances on the Property by Sublessee, its employees, agents and invitees, and further provided that Sublessee shall not be required to indemnify Sublessor against damage that is caused by the Sublessor, its employees, agents, invitees, or other sublessees.

Notwithstanding the foregoing, except as otherwise specifically provided in this Sublease, the following provisions of the Prime Lease shall not be incorporated herein: Articles 2 and 3, Section 4.3.2, Section 5.1.1, Section 5.1.2 Sections 9.1 and 9.2, Section 10.2.1, Section 10.2.2, Section 11.2, Section 11.3, Section 11.4, Article 15, Article 19, Section 20.1.5, Section 20.1.6, Section 20.1.7, Section 20.1.8, and Article 23. Further, the provisions of Section 22.7 of the Prime Lease shall not be incorporated herein, provided that except as otherwise expressly provided in this Sublease, Sublessee shall not (a) sell, lease (as lessor or sublessor), transfer or otherwise dispose of, or abandon, more than 49% of its assets, regardless of the consideration, or any material portion of its assets (including capital stock) or business to any Person for less than the fair value thereof; (b) merge into or with or consolidate with any other Entity; or (c) allow a Change of Control of Sublessee to occur provided, however, that, notwithstanding the provisions of (a), (b) or (c) preceding, Sublessee may merge into, be consolidated with, or transfer all or substantially all of its assets to, an Entity that controls, is controlled by, or is under common control with, Sublessee, provided that (x) the successor to Sublessee has a net worth computed in accordance with generally accepted accounting principles at least equal to the greater of (i) the net worth of Sublessee immediately prior to such merger, consolidation or transfer, or (ii) the net worth of Sublessee on the date of this Sublease; (y) proof satisfactory to Sublessor of such net worth shall have been delivered to Sublessor at least ten (10) business days prior to the effective date of any such transaction; and (z) the assignee agrees directly with Sublessor, in form satisfactory to Sublessor, to be bound by all the obligations of the tenant hereunder, including, without limitation, the obligation to pay the rent and other amounts provided for under this Sublease and the covenant against further assignment.

14. Certain Services, Rights and Amenities. Except to the extent otherwise expressly provided herein, the only services or rights to which the Sublessee is entitled hereunder, including without limitation rights relating to the repair, maintenance and restoration of the Facility and Subleased Premises, are those services and rights to which Sublessor is entitled under the Prime Lease, and for all such services and rights Sublessee will look solely to the Prime Lessor. Sublessor shall reasonably cooperate with Sublessee in obtaining such services and rights from the Prime Lessor. If Prime Lessor is not providing the services or rights required of Prime Lessor under the terms of the Prime Lease, Sublessee may, after notice to Sublessor and after allowing Sublessor a reasonable period of time to attempt to obtain such performance from Prime Lessor, bring an action in Sublessor's name (but at Sublessee's sole cost and expense) to seek to compel such performance or for damages for the failure of such performance by Prime Lessor.

The Sublessor will provide the following services: elevator service, heat and air conditioning to the Subleased Premises, normal lighting of lobbies, elevators, washrooms and stairs in the "common areas" of the Facility, snow removal and landscaping to the grounds and parking areas, maintenance of the "common areas," utilities, and nightly cleaning to the "common areas." To avoid ambiguity, the Conference room and kitchen located on the second floor of the Facility are not included in the "common areas." Nonetheless, for the time being, in Sublessor's continuing discretion the Sublessee shall have access to the Conference room on a first come first serve basis with other occupants of the Facility to which such access has also been granted. Any subtenant using said Conference room and/or kitchen shall be responsible for the set up and the immediate cleaning or will be charged separately by the Sublessor. The Sublessor does not guarantee or represent that Su blessee will continue to be afforded access to the Conference room and/or the kitchen. Sublessee will have access to the Subleased Premises during normal building operating hours (7:00 AM to 6:00 PM) Monday through Friday. After-hours and weekend access may be via a card access security system. Sublessor will provide any such access card to Sublessee at no additional charge upon delivery of the Subleased Premises.

Sublessee shall not store any of its possessions in the Facility outside the Subleased Premises without the express prior written permission of Sublessor, which may be withheld in Sublessor's sole discretion. Sublessee agrees that any of its possessions stored in the Facility outside the Subleased Premises without such express prior written permission is subject to seizure, retention and disposal by Sublessor in Sublessor's sole discretion and without any obligation whatsoever to Sublessee, provided that Sublessor shall first notify Sublessee prior to seizing, retaining and/or disposing of any of Sublessee's property or possessions.

15. Compliance with Prime Lease. Sublessee shall neither do nor permit anything to be done which would cause the Prime Lease to be terminated or forfeited by reason of any right of termination or forfeiture reserved or vested in Prime Lessor under the Prime Lease, and Sublessee shall defend, indemnify and hold the Sublessor harmless from and against any and all claims, liability, damage and expense (including reasonable attorneys' fees) of any kind whatsoever by reason of any breach or default on the part of Sublessee by reason of which the Prime Lease may be terminated or forfeited. Sublessor agrees to pay all amounts of rent to the Prime Lessor due under the terms of the Prime Lease on or before the dates when such amounts are due thereunder.

16. Default. In the event that Sublessee shall default in any of its obligations hereunder, including, without limitation, its obligations to pay Basic Rent and Additional Rent, and Sublessee has not cured or is not proceeding to cure such default in accordance with the provisions of the Prime Lease (as modified by this Sublease), Sublessor shall have available to it all of the rights and remedies available to Prime Lessor under the Prime Lease as though Sublessor were the landlord and Sublessee the tenant thereunder. Sublessee further agrees to reimburse Sublessor for all reasonable costs and expenses, including reasonable internal and external attorneys' fees, incurred by Sublessor following an uncured default by Sublessee in asserting its rights hereunder against Sublessee.

In addition to and not in limitation of the foregoing, upon any such default by Sublessee, Sublessor shall have the right to enter upon the Subleased Premises and to perform such obligations of Sublessee, including the payment of money and the performance of any other act; all sums so paid by Sublessor and all necessary and reasonable incidental costs and expenses in connection therewith shall be deemed to be Additional Rent under this Sublease which shall be payable to Sublessor immediately upon demand.

17. Brokerage. Sublessor and Sublessee each represent that they have not dealt with any other broker other than Joseph Flynn of NAI Hunneman and CB Richard Ellis-N.E., LP, respectively in connection with this Sublease. Sublessor shall pay a brokerage fee only to NAI Hunneman; CB Richard Ellis-N.E., LP shall be paid by NAI Hunneman under separate agreement. The parties agree that the Sublessor shall not have any obligation to pay any fee to any broker other than Hunneman Commercial Company as the result of this transaction.

18. Notices. All notices or other communications hereunder shall be in writing and shall be delivered by hand or sent by generally recognized overnight courier or by United States registered or certified mail, postage prepaid, addressed to each party to this Agreement at the address first set forth above in the case of Sublessor or at the Subleased Premises in the case of Sublessee, or at such other address as either party shall hereafter designate by notice to the other. Notices shall be deemed given when delivered or refused.

19. Sublessor's Access. Sublessee agrees to permit Sublessor and its authorized representatives reasonable access to the Subleased Premises (i) during usual business hours upon at least twenty-four (24) hours' prior notice, for purposes of inspecting the same, exhibiting same for purposes of sale or purchase, insurance or financing, exercising such other rights as it or they may have hereunder and, during the last nine (9) months of the Term or the Renewal Term, exhibiting the same to other prospective subtenants, provided however that the limitation to the last nine (9) months of the Term or the Renewal Term shall not apply to such parts of floor one of the laboratory portion of the Facility as are not included in the Subleased Premises, and (ii) at any time and without prior notice in the event of emergency, which shall reasonably appear to pose an immediate threat to the life/safety of persons or damage to property; provided, Sublessor will notify Sublessee of such emergenc y access no later than twenty-four (24) hours following such access. During any such entry, Sublessor shall take reasonable steps to minimize interference with Sublessee's business operations and to safeguard Sublessee's property. Other than in the event of an emergency as described above, Sublessee shall be present upon such access.

20. Parking. Sublessor hereby grants to Sublessee the right, in common with others authorized by Sublessor, to use 3.0 spaces per one thousand square feet of Rentable Square Feet of space (17 spaces). Sublessor, at its sole election, may designate the types and locations of parking spaces within the parking area, which Sublessee shall be allowed to use. In the absence of such designation, the Sublessee shall have no right to any specific spaces in the parking area, which is used in common by various entities having a business purpose at the Facility.

21. Signage. The Facility will have a lobby directory at the side entrance displaying each occupant of the Facility, including Sublessee. Sublessee may install signage at the entrance to the Subleased Premises, only with the prior written approval by the Sublessor, not to be unreasonably withheld, conditioned or delayed.

22. Casualty and Eminent Domain.

1. Casualty. If any part of the Subleased Premises or the Facility is destroyed or damaged by fire or other casualty, and if, as a result thereof, Prime Lessor or Sublessor is entitled and elects to terminate the Prime Lease pursuant to the provisions of Article 10 thereof, then Sublessor shall notify Sublessee of such termination and this Sublease shall likewise terminate as of the effective date of the termination of the Prime Lease. Neither Prime Lessor nor Sublessor shall have any obligation to Sublessee to restore the Subleased Premises or to repair or replace Sublessee's furniture, furnishings and equipment after the same are destroyed or damaged by any such fire or other casualty. If this Sublease is not terminated as aforesaid, a just proportion of the Basic Rent and Additional Rent, according to the nature and extent of the damage, shall be abated until the use and occupancy of substantially all of the Subleased Premises shall have been granted to Sublessee as aforesaid .
2. Eminent Domain. If any part of the Subleased Premises or the Facility shall be taken by the exercise of eminent domain or by action of any public or other authority, and if, as a result thereof, Prime Lessor or Sublessor is entitled and elects to terminate the Prime Lease pursuant to the provisions of Article 11, then Sublessor shall notify Sublessee of such termination and this Sublease shall likewise terminate as of the effective date of the termination of the Prime Lease. If this Sublease is not terminated as aforesaid, a just proportion of the Basic Rent and Additional Rent, according to the nature and extent of the portion of the Subleased Premises rendered untenantable, shall be abated until use and occupancy of substantially all of the remaining portion of the Subleased Premises shall have been granted to the Sublessee as aforesaid, and thereafter a just proportion of the Basic Rent, according to the nature and extent of the portion of the Subleased Premises so taken, s hall be abated for the balance of the term of this Sublease. Prime Lessor reserves and accepts all rights to damages to the Subleased Premises, including, without limitation, the Facility and the leasehold improvements therein, accrued or subsequently accruing by reason of anything lawfully done in pursuance of any public or other authority; and, by way of confirmation, Sublessee grants to Prime Lessor all of Sublessee's rights to such damages, except for damages to trade fixtures and other property which Sublessee may remove from the Subleased Premises pursuant to the provisions of this Sublease, relocation expenses, loss of business during the remainder of the Term and any other award made for the taking of Sublessee's leasehold interest in the Subleased Premises, which would not diminish the amount of Prime Lessor's said award pursuant to Article 19 of the Prime Lease, and covenants to execute and deliver such further instruments or assignments thereof as Prime Lessor may from time to time request.
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23. Provisions Binding. Except as herein otherwise expressly provided, the terms hereof shall run with the land, be binding upon and inure to the benefit of those claiming under, by and through, respectively, Sublessor and Sublessee, including, without limitation, their respective successors and assigns. The reference contained in the preceding sentence to successors and assigns of Sublessee is not intended to and does not constitute a consent to assignment by Sublessee. As between Sublessee and Sublessor, Sublessor shall have the right to sell, assign, transfer or otherwise alienate its interest in the Subleased Premises, and upon such sale, assignment, transfer or alienation, shall convey the Security Deposit or any balance thereof and if the same be turned over as aforesaid, Sublessee hereby releases Sublessor from any and all liability with respect to the Security Deposit and its application or return. The new holder of such interest shall succeed to and thereby assume al l of Sublessor's obligations hereunder, except that Sublessor and each new holder shall only be liable for obligations accruing during its respective period of ownership, and Sublessee shall be bound to the new holder to the same extent as it was bound to Sublessor. Without limiting the generality of the foregoing, as between Sublessee and Sublessor, Sublessor shall be entirely freed and relieved of any obligation or responsibility accruing under this Sublease from and after any such sale, assignment, transfer or other alienation by Sublessor of its interest in the Subleased Premises.

24. Miscellaneous. This Sublease may be executed in one or more counterparts, which together shall constitute one instrument. The invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of any other term or provision hereof. The captions to the paragraphs hereof are for convenience of reference only and are not intended to affect the meaning of the provisions of this Sublease. This Sublease is to be construed as a Rhode Island contract, is to take effect as a sealed instrument, supersedes all prior writings between the parties hereto the terms of which have been integrated herein, sets forth the entire agreement and understanding between the parties, and may be canceled, modified, or amended only by a written instrument executed by both Sublessor and Sublessee. All capitalized terms used herein but not defined herein shall have the meanings as defined in the Prime Lease.

25. Holdover. Sublessee shall indemnify and hold harmless Sublessor from and against any and all liability, loss, cost, damage and expenses suffered or incurred by Sublessor arising out of or resulting from any failure on the part of Sublessee to yield up the Subleased Premises when and as required under this Sublease. Any holding over after the expiration of the Term (or, if applicable, the Renewal Term) with the consent of Sublessor shall be construed to automatically extend the Term (or, if applicable, the Renewal Term) on a month-to-month basis at a Base Rent equal to one hundred and fifty percent (150%) of the then-current Base Rent, together with Additional Rent payable under this Sublease, and shall otherwise be on the terms and conditions of this Sublease to the extent applicable. Any holding over without Sublessor's consent shall entitle Sublessor to exercise any or all of its remedies provided in this Sublease or by law, notwithstanding that Sublessor may elect to ac cept one or more payments of Base Rent or Additional Rent from Sublessee.

IN WITNESS WHEREOF, Sublessor and Sublessee have executed this Sublease as a sealed instrument as of the date first written above.

MultiCell Technologies, Inc. (Sublessee)	StemCells, Inc. (Sublessor)
By:  ______________________________	By:  ______________________________
Name:  ___________________________	Name:  ___________________________
Title:  _____________________________	Title:  _____________________________

EXHIBIT A

[Prime Lease Attached]

Sublessor's Initials: ___________________

Sublessee's Initials: ___________________

EXHIBIT A-1

[Prime Lessor's Consent To Be Attached]

EXHIBIT B

[Floor Plan Identifying Subleased Premises Attached]

Sublessor's Initials: ___________________

Sublessee's Initials: ___________________

EXHIBIT C

[Schedule of Tenant Improvements Attached]

Sublessor's Initials: ___________________

Sublessee's Initials: ___________________

EX-23

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 (No. 333-118170) of our report, dated January 21, 2005, except for Note 15, as to which the date is February 10, 2005, on our audits of the consolidated financial statements of MultiCell Technologies, Inc. and subsidiaries as of November 30, 2004 and 2003 and for the years then ended. We also consent to the reference to our Firm under the caption "Experts" in this Registration Statement.

/s/ J.H. Cohn LLP

New York, NY
May 4, 2005