Agreement for Additional Convertible Debenture between MultiCell Technologies, Inc. and La Jolla Cove Investors, Inc.

Summary

MultiCell Technologies, Inc. and La Jolla Cove Investors, Inc. agree to enter into an additional convertible debenture for $1,000,000 under the same terms as their previous agreement. This new debenture must be executed within thirty days after the outstanding amount on the current debenture drops below $250,000. If La Jolla Cove Investors does not comply, it must pay MultiCell Technologies $100,000 in liquidated damages.

EX-10.6 7 v067731_ex10-6.htm

February 28, 2007

Dr. Stephen Chang

President & CEO

MultiCell Technologies, Inc.

701 George Washington Highway

Lincoln, Rhode Island 02865

Re: Additional Transaction

Dear Stephen:

Reference is made to the Convertible Debenture dated February 28, 2007 (the “Convertible Debenture”) issued by MultiCell Technologies, Inc. (“Company”) to La Jolla Cove Investors, Inc. (“Holder”). All terms used herein and not otherwise defined herein shall have the definitions set forth in the Convertible Debenture.

The parties shall enter into an additional convertible debenture in the principal amount equal to $1,000,000 to purchase common stock on the same terms and conditions as the Convertible Debenture. The parties must enter into such additional convertible debenture no later than thirty days after the principal amount outstanding under the Convertible Debenture is less than $250,000. In the event that Holder fails to enter into the additional debenture in accordance with the terms of this paragraph, Holder shall pay the Company liquidated damages of $100,000.

Sincerely,

/s/T.W. Huff

Travis W. Huff

Portfolio Manager

ACKNOWLEDGED AND AGREED:

MultiCell Technologies, Inc.

By: /s/Stephen MW Chang

Title: President & CEO