DIRECTOR AND CONSULTING AGREEMENT
This Director and Consulting Agreement (the "Agreement" ) is made and entered into as of the Effective Date
(as defined in Section 1.1 below) by and between MultiCell Technologies, Inc. , a Delaware corporation
(the "Company" ), and Anthony J. Cataldo , an individual ( "Cataldo" ). The Company and Cataldo may
be referred to herein individually as a "Party" or collectively as the "Parties."
The Company desires Cataldo's services as Co-Chairman of its Board of Directors (the "Board" ) and to
retain Cataldo as a consultant to the Company in the field of capital fundraising. Cataldo desires to serve as Co-
Chairman of the Company's Board of Directors and to provide capital fundraising consulting services to the
Company. In furtherance thereof, the Company and Cataldo desire to enter into this Agreement on the terms
and conditions set forth below.
In consideration of the foregoing recitals and the mutual promises and covenants herein contained, and for other
good and valuable consideration, the Parties, intending to be legally bound, agree as follows:
1. Appointment to the Board of Directors.
1.1 Title and Responsibilities . Subject to the terms and conditions set forth herein, the Board
agrees to appoint Cataldo to serve as Co-Chairman of the Board, and Cataldo hereby accepts
such appointment, effective as of the date of this Agreement (the "Effective Date" ). Cataldo
will serve as Co-Chairman of the Board from the Effective Date until the earlier of his death,
resignation or removal, in accordance with the Company's Bylaws. Cataldo will devote his best
reasonable efforts and apply his professional expertise to the interests and welfare of the
Company. Cataldo's rights, duties, and obligations as a director shall be governed by Delaware
General Corporate Law and the Certificate of Incorporation and Bylaws of the Company, each
as amended from time to time (together, the "Governing Documents" ).
1.2 Director Stock Op