ASSET CONTRIBUTION AGREEMENT

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

2

1.1

Certain Definitions

2

ARTICLE II CONTRIBUTION OF ASSETS

5

2.1

Contribution of Assets.

5

2.2

Assumption of Liabilities.

7

2.3

Consideration for Contributed Assets

8

2.4

Sales and Use Taxes

9

2.5

Bulk Transfer Laws

9

2.6

Closing

9

2.7

Nontransferable Assets

10

2.8

Taking of Necessary Action; Further Action

11

ARTICLE III REPRESENTATIONS AND WARRANTIES OF TRANSFERORS

11

3.1

Organization, Qualification, and Corporate Power

11

3.2

Authorization

12

3.3

Capitalization

12

3.4

Subsidiaries

13

3.5

No Conflicts

13

3.6

Consents

13

3.7

Undisclosed Liabilities

14

3.8

Legal Compliance

14

3.9

Tax Matters

14

3.10

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment

15

3.11

Intellectual Property

16

3.12

Contracts

20

3.13

Power of Attorney

20

3.14

Litigation

21

3.15

Restrictions on Business Activities

21

3.16

Product Warranty

21

3.17

Guaranties; Indemnities

21

3.18

Employee Matters and Benefit Plans

22

3.19

Environment, Health, and Safety

22

3.20

No Adverse Developments

23

3.21

Complete Copies of Materials

23

3.22

Broker's Fees

23

3.23

Board Approval

24

3.24

Consideration

24

3.25

Full Disclosure

24

3.26

No Registration

24

3.27

Investment Intent

24

3.28

Investment Experience

24

3.29

Speculative Nature of Investment

25

3.30

Access to Data

25

3.31

Accredited Investor

25

3.32

Residency

25

3.33

Rule 144

25

3.34

No Public Market

26

3.35

Tax Advisors

26

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF MULTICELL AND TRANSFEREE

26

4.1

Organization, Qualification, and Corporate Power

27

4.2

Authorization

27

4.3

Capitalization

27

4.4

No Conflicts

28

4.5

Consents

28

4.6

Brokers' Fees

29

4.7

Full Disclosure. .

29

ARTICLE V OTHER AGREEMENTS AND COVENANTS

29

5.1

Confidentiality

29

5.2

Additional Documents and Further Assurances

30

5.3

Employees of Astral

30

5.4

Reasonable Cooperation of Transferee

30

5.5

Agreement to Perform

30

5.6

MultiCell's Agreement to Perform

30

5.7

Responsibility for Taxes and Tax Returns

30

5.8

Board of Directors

31

5.9

Transferee Series A Financing

32

ARTICLE VI CONDITIONS TO THE CLOSING

32

6.1

Conditions to MultiCell's and Transferee's Obligation to Close

32

6.2

Conditions to Transferors' Obligations

33

6.3

Conditions to Obligations of Each Party to Close

33

ARTICLE VII SURVIVAL AND INDEMNIFICATION

34

7.1

Survival of Representations and Warranties

34

7.2

Indemnity of MultiCell and Transferee

34

7.3

Indemnity of Transferors

34

7.4

Indemnification of Third-Party Claims

35

ARTICLE VIII MISCELLANEOUS

35

8.1

Press Releases and Public Announcements

35

8.2

No Third-Party Beneficiaries

36

8.3

Entire Agreement

36

8.4

Amendment

36

8.5

Waivers

36

8.6

Successors and Assigns

36

8.7

Counterparts

37

8.8

Headings

37

8.9

Notices

37

8.10

Governing Law

38

8.11

Forum Selection; Consent to Jurisdiction

38

8.12

Severability

39

8.13

Expenses

39

8.14

Construction

39

8.15

Attorneys' Fees

39

8.16

Further Assurances

39

8.17

Time of Essence

39

EXHIBITS

Exhibit A

Form of Guaranty Agreement

Exhibit B

At Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement of Transferee

Exhibit C

Form of Series A Preferred Stock Purchase Agreement of Transferee, including Exhibits thereto

SCHEDULES

Schedule 2.1(b)(i)

Assumed Contracts

Schedule 2.1(c)(ix)

Additional Excluded Assets

Schedule 2.2(b)(ii)

Liabilities Arising Prior to the Closing under the Assumed Contracts

Schedule 2.2(b)(iv)

Liabilities Related to the Contributed Assets Arising Prior to the Closing Date

Schedule 2.2(b)(v)

Liabilities for Hired Employees

Schedule 6.1(e)

Required Consents, Waivers and Releases

ASSET CONTRIBUTION AGREEMENT

          This ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of September 7, 2005, by and among MultiCell Technologies, Inc., a Delaware corporation ("MultiCell"), Astral Therapeutics, Inc., a Delaware corporation and wholly owned subsidiary of MultiCell ("Transferee"), Alliance Pharmaceutical Corp., a New York corporation ("Alliance"), and Astral, Inc. a Delaware corporation and wholly owned subsidiary of Alliance ("Astral," and together with Alliance, the "Transferors"). MultiCell, Transferee, and Transferors are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A.

Transferors desire to transfer, assign and convey to Transferee (as a capital contribution to Transferee), and Transferee desires to acquire from Transferors, on the terms and subject to the conditions set forth herein, certain of the assets of Transferors described herein, and Transferors desire Transferee to assume (with MultiCell guaranteeing such assumption) certain of Astral's liabilities, which Transferee would agree to assume on the terms and subject to the conditions set forth herein.

B.

The Board of Directors of each of MultiCell, Transferee, Alliance and Astral believes it is in the best interests of its respective corporation and stockholders that the transactions contemplated hereby be consummated and, in furtherance thereof, has approved this Agreement and the transactions contemplated hereby.

C.

Each of Alliance, as the sole stockholder of Astral, and MultiCell, as the sole stockholder of Transferee, has approved this Agreement and the transactions contemplated hereby.

D.

MultiCell, Transferee, and each Transferor desire to make certain representations, warranties, covenants and other agreements in connection with the transactions contemplated hereby.

E.

It is intended that the sale, transfer, assignment and contribution of assets to Transferee and the assumption of the Assumed Liabilities by MultiCell and Transferee, and the issuance of shares of Transferee Capital Stock to each of Transferors and MultiCell, are each intended to be reported pursuant to Section 351 of the Code (and any comparable provisions of applicable state or local tax laws).

          NOW, THEREFORE, in consideration of the covenants and representations set forth herein, and for other good and valuable consideration, the Parties agree as follows:

ARTICLE I

DEFINITIONS

1.1

Certain Definitions. As used in this Agreement, the following terms have the following meanings (terms defined in the singular to have a correlative meaning when used in the plural and vice versa). Certain other terms are defined in the text of this Agreement.

(a)

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Person.

(b)

"Astral Capital Stock" means Astral Common Stock.

(c)

"Astral Common Stock" means Common Stock of Astral, $0.01 par value per share.

(d)

"Assumed Contracts" shall have the meaning ascribed to the term in Section 2.1(b).

(e)

"Business" shall mean the business of the Transferors or their respective Affiliates conducted or currently proposed to be conducted under the name Astral.

(f)

"Code" shall mean the Internal Revenue Code of 1986, as amended.

(g)

"Contributed Assets" shall have the meaning ascribed to the term in Section 2.1(b).

(h)

"Disposal Site" is a landfill, disposal agent, waste hauler or recycler of Hazardous Materials.

(i)

"Environmental Permit" is any approval, permit, license, clearance or consent required to be obtained from any private person or any Governmental Authority with respect to a Hazardous Materials Activity which is or was conducted by any Transferor.

(j)

"Excluded Assets" shall have the meaning ascribed to the term in Section 2.1(c).

(k)

"Governmental Body" means any:

(i)

nation, province, state, county, city, town, village, district, or other jurisdiction of any nature;

(ii)

federal, provincial, state, local, municipal, foreign, or other government;

(iii)

governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal);

(iv)

multi-national organization or body; or

(v)

body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.

(l)

"Hazardous Material" is any material or substance that is prohibited or regulated by any Environmental Law or that has been designated by any Governmental Authority to be radioactive, toxic, hazardous or otherwise a danger to health, reproduction or the environment.

(m)

"Hazardous Materials Activity" is the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, or distribution of any Hazardous Material or any product containing a Hazardous Material.

(n)

"Intellectual Property Rights" means any or all of the following and all rights in, arising out of, or associated therewith: (i) (A) all United States, international or foreign patent, utility model, design registration, certificate of invention, patent of addition or substitution, or other governmental grant for the protection of inventions or industrial designs anywhere in the world, including any reissue, renewal, re-examination or extension thereof; and (B) any application for any of the foregoing, including any international, provisional, divisional, continuation, continuation-in-part, or continued prosecution application ("Patents"); (ii) all trade secrets and other rights in know-how and confidential or proprietary information; (iii) all copyrights, copyright registrations, or any application therefor, in the U.S. or any foreign country, and renewals, extensions, reversions or restorations associated with such copyrights, and any other right corresponding thereto throughout the world, including moral rights ("Copyrights"); (iv) all rights in World Wide Web addresses and domain names and applications and registrations therefor; (vii) all trade names, brand names, logos, common law trademarks, trade dress rights and service marks, and registrations and applications for any of the foregoing, and all goodwill associated therewith throughout the world ("Trademarks"); and (viii) any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world, including, without limitation, moral rights.

(o)

"Lien" means any mortgage, pledge, lien, charge, claim, security interest, adverse claims of ownership or use, restrictions on transfer, defect of title, license or other encumbrance of any sort, other than (a) mechanic's, materialmen's, and similar liens with respect to any amounts not yet due and payable, and (b) liens for taxes not yet due and payable.

(p)

"MultiCell SEC Reports" shall mean MultiCell's Annual Report on Form 10-KSB for the year ended November 30, 2004, and Quarterly Report on Form 10-QSB for the quarterly period ended May 31, 2005.

(q)

"Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, labor union, Governmental Body or other entity.

(r)

"Registered Intellectual Property Rights" means all United States, international and foreign: (i) Patents, including applications therefor; (ii) registered Trademarks, applications to register Trademarks, including intent-to-use applications, or other registrations or applications related to Trademarks; (iii) Copyrights registrations and applications to register Copyrights; and (iv) any other Technology that is the subject of an application, certificate, filing, registration or other document issued by, filed with, or recorded by, any state, government or other public or private legal authority at any time.

(s)

"Representatives" means, with respect to a Person, that Person's officers, directors, employees, accountants, counsel, investment bankers, financial advisors, agents and other representatives.

(t)

"Technology" shall mean any or all of the following: (i) works of authorship including, without limitation, computer programs, source code and executable code, whether embodied in software, firmware or otherwise, documentation, designs, files, net lists, records, data and mask works; (ii) inventions (whether or not patentable and whether or not reduced to practice), improvements, and technology; (iii) proprietary and confidential information, including technical data and customer and supplier lists, trade secrets, discoveries, processes, formulas, and know how; (iv) databases, data compilations and collections and technical data; (v) logos, trade names, trade dress, trademarks, service marks; (vi) World Wide Web addresses, domain names and sites; (vii) tools, methods and processes; and (viii) biological and other materials owned by or in the possession of Astral, and (ix) all copies and instantiations of the foregoing in any form and embodied in any media.

(u)

"Transferee Common Stock" means Common Stock of Transferee, $0.001 par value per share.

(v)

"Transferee Material Adverse Effect" shall mean any adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of MultiCell or any of its subsidiaries, which is material to MultiCell and its subsidiaries, taken as a whole.

(w)

"Transferee Shares" means 490,000 shares of Transferee Common Stock.

(x)

"Transferor Intellectual Property" means any and all Technology and any and all Intellectual Property Rights, including Transferor Registered Intellectual Property Rights (as defined in Section 3.11(a) below), that is or are owned (in whole or in part) by or licensed to either Transferor and is necessary for the conduct of, or primarily used in, the Business, or for which Astral has directly or indirectly obtained a covenant not to be sued.

(y)

"Transferor Material Adverse Effect" shall mean any adverse change in the business, operations, assets (including intangible assets), liabilities (contingent or otherwise), results of operations or financial performance, or condition (financial or otherwise) of Alliance or any of its subsidiaries (including Astral), the Business, or the Contributed Assets, which is material to Alliance or any of its subsidiaries, taken as a whole, or the Business, or the Contributed Assets.

ARTICLE II

CONTRIBUTION OF ASSETS

2.1

Contribution of Assets.

(a)

Contribution. Upon the terms and subject to the conditions set forth herein, at the Closing (as defined in Section 2.6(a) hereof), Transferee shall accept and acquire from Transferors, and Transferors shall irrevocably convey, transfer, assign and deliver to Transferee, the Contributed Assets (as defined in Section 2.1(b) hereof), free and clear of any and all Liens.

(b)

Definition of Contributed Assets. For all purposes of and under this Agreement, the term "Contributed Assets" shall mean, refer to and include all of each Transferor's right, title and interest in and to all tangible and intangible assets, properties and rights which are owned, used or held (directly or indirectly) for use by either Transferor to the extent owned, used or held for use by either Transferor as of the Closing (but specifically excluding the Excluded Assets (as defined in Section 2.1(c) hereof)) primarily in connection with or relating directly to the Business, including, without limitation, the following:

(i)

all rights and benefits under each of the contracts, commitments and other agreements expressly listed or described on Schedule 2.1(b)(i) (collectively, "Assumed Contracts");

(ii)

all operating data and original records (including computer files and electronic media), including without limitation, books (other than corporate minute and stock record books), records and accounts, correspondence, research and development files, drug master files, regulatory support files, production records, technical, accounting, manufacturing, quality control and procedural files and manuals, customer and vendor lists, customer complaint files, sales and marketing literature, purchase orders and invoices and employment records;

(iii)

original sets of all lab notebooks (or copies if required), manufacturing procedures, equipment calibration settings and other technical information;

(iv)

all Transferor Intellectual Property;

(v)

the current telephone number and facsimile numbers used in the Business and all rights to the Internet website address used in the Business;

(vi)

all rights, claims, warranty rights or other similar rights of Transferors, with respect to the Contributed Assets, whether known, unknown, matured or unmatured, accrued or contingent, against third parties, including under express or implied warranties from suppliers and claims existing at the time of the closing under insurance policies for damage to Contributed Assets;

(vii)

all transferable rights with respect to unemployment and other similar insurance reserves relating to any employees of Astral transferring to Transferee or one of its Affiliates in connection with the Agreement and transactions contemplated hereby;

(viii)

all transferable governmental permits related to the Business; and

(ix)

all other assets, properties, claims, rights and interests of Transferors which exist on the Closing Date, of every kind and nature and description, whether tangible or intangible, real, personal or mixed, wherever located, which relate primarily to or are used or held for use primarily in connection with the Business, other than any Excluded Assets (as defined below).

(c)

Definition of Excluded Assets. Notwithstanding anything to the contrary set forth in this Section 2.1 or elsewhere in this Agreement, the term "Contributed Assets" shall not mean, refer to or include the following (collectively, the "Excluded Assets") to the extent owned, used or held for use by Transferors or any of their Affiliates as of the Closing:

(i)

the employee benefit plans of Transferors;

(ii)

any contracts, commitments and other agreements to which any of the Transferors is a party or by which any Transferor is bound not expressly assumed in Section 2.1(b) above;

(iii)

the corporate charter and bylaws, qualifications to transact business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of Astral as a corporation;

(iv)

all cash and cash equivalents in Astral's or Alliance's accounts as of the Closing;

(v)

all refunds of Taxes (as defined below) of Transferors;

(vi)

all claims, actions, deposits, prepayments, refunds, causes of action, rights of recovery, warranty rights, rights of set off, and rights of recoupment of any kind or nature (including any such item relating to Taxes) relating to the Excluded Assets or the Excluded Liabilities;

(vii)

all rights of Transferors under this Agreement, any agreement, certificate, instrument or other document executed and delivered by Transferors, Transferee or MultiCell in connection with the transactions contemplated hereby, or any side agreement between Transferors, Transferee and MultiCell entered into on or after the date hereof;

(viii)

all books and records of Transferors which relate to the Taxes or Excluded Assets; provided, however, Transferors agree that it shall provide Transferee and MultiCell with copies of, or reasonable access to, such books and records to the extent that any such books and records relate to any of the Contributed Assets or Assumed Liabilities; and

(ix)

all assets expressly listed or described on Schedule 2.1(c)(ix) hereto.

2.2

Assumption of Liabilities.

(a)

Assumption. Upon the terms and subject to the conditions set forth herein, at the Closing, Transferee shall irrevocably assume from Transferors, and Transferors shall irrevocably convey, transfer and assign to Transferee, all of the Assumed Liabilities (as defined in Section 2.2(b) hereof). Transferee shall not assume any liabilities of Transferor pursuant hereto, other than the Assumed Liabilities. MultiCell shall guarantee the obligations of Transferee in connection with the assumption by Transferee of the Assumed Liabilities pursuant to the Guaranty Agreement attached hereto as Exhibit A.

(b)

Definition of Assumed Liabilities. For all purposes of and under this Agreement, the term "Assumed Liabilities" shall mean, refer to and include the following liabilities of each Transferor, as the case may be (but specifically excluding the Excluded Liabilities (as defined in Section 2.2(c) hereof)):

(i)

all obligations, duties and liabilities of Transferors continuing after the Closing under the Assumed Contracts which become due and payable or are required to be performed after the Closing Date, except to the extent arising from any breach or default occurring prior to the Closing Date;

(ii)

all obligations, duties and liabilities of Transferors arising prior to the Closing under the Assumed Contracts expressly listed or described on Schedule 2.2(b)(ii);

(iii)

all liabilities related to the Contributed Assets to the extent arising from or related to any facts or circumstances occurring after the Closing Date;

(iv)

all liabilities related to the Contributed Assets to the extent arising prior to the Closing Date expressly listed or described on Schedule 2.2(b)(iv);

(v)

all liabilities owed by Astral or Alliance to Stephen Chang, Ph.D, Dan Smith and Bill Phillips (the "Hired Employees") expressly listed or described on Schedule 2.2(b)(v).

(c)

Definition of Excluded Liabilities. Notwithstanding anything to the contrary set forth in this Section 2.2 or elsewhere in this Agreement, the term "Assumed Liabilities" shall not mean, refer to or include the following (collectively, "Excluded Liabilities"):

(i)

all obligations and liabilities of Transferors under this Agreement or any other certificate, instrument or other agreement entered into in connection with the transactions contemplated hereby;

(ii)

any liability of Transferors for Taxes, including any liability arising from the operation of the Business on or prior to the Closing Date and any Transfer Taxes (as defined below);

(iii)

all accounting, consulting, finders, investment banking, legal and similar fees and expenses incurred by Transferors in connection with the negotiation of the Agreement, and the consummation of the transactions contemplated hereby and thereby;

(iv)

any liabilities or obligations of Transferors under any contracts, commitments, arrangements or agreements other than the Assumed Contracts;

(v)

any infringement or alleged infringement of any Intellectual Property Rights of any other Person, including but not limited to the Transferor Intellectual Property, arising out of any action of Transferors on or prior to the Closing Date or any misappropriation or misuse of any Technology or any other right of another Person arising out of any action of Transferors on or prior to Closing Date;

(vi)

any liability of Transferors arising by reason of any violation or alleged violation of any judgment, order, decree, statute, law, rule of common law, code and regulations to the extent such liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date;

(vii)

any liability of Transferors relating to any proceeding commenced or made by or on behalf of an employee or former employee of Transferors arising out of or in connection with Transferors' conduct prior to the Closing Date or relating to any employee benefit plan or employment practices of Transferors prior to the Closing Date; and

(viii)

all obligations and liabilities, whether absolute or contingent, other than Assumed Liabilities.

2.3

Consideration for Contributed Assets. On the terms and subject to the conditions set forth in this Agreement, the consideration for the Contributed Assets shall be Transferee's issuance to Alliance of the Transferee Shares. At the Closing, Transferee will deliver to Alliance a stock certificate registered in Alliance's name representing the Transferee Shares, it being acknowledged and agreed that the issuance of the Transferee Shares to Alliance pursuant to this Agreement, when taken together with MultiCell's purchase of Transferee's Series A Preferred Stock, is intended to qualify as an issuance of shares which is described in Section 351 of the Code (and any comparable provisions of applicable state or local tax laws), and each of the Parties agrees to report and treat the transactions described in this Agreement consistently therewith. The Parties acknowledge that the portion of the Transferee Shares being delivered in respect of the Contributed Assets transferred by Astral are being delivered to Alliance at the direction of Alliance and Astral.

2.4

Sales and Use Taxes. Transferors shall bear and pay any and all Taxes arising out of the transfer of the Contributed Assets to Transferee (the "Transfer Taxes"). To extent permitted by applicable law, Transferee shall cooperate with Transferors and use its commercially reasonable efforts to minimize such Transfer Taxes.

2.5

Bulk Transfer Laws. Transferee and Transferors shall waive, to the fullest extent permitted by applicable law, any and all bulk transfer or similar laws that may apply to the transactions contemplated by this Agreement.

2.6

Closing.

(a)

Closing Place, Time and Date. The closing of the transactions contemplated by this Agreement (the "Closing") shall be held at the offices of Wilson Sonsini Goodrich & Rosati, Professional Corporation, 12235 El Camino Real, Suite 200, San Diego, California, at 11:00 a.m. on the date hereof, or at such other place and such other time and/or date as the Parties hereto shall mutually agree (the actual date on which the Closing shall occur being referred to herein as the "Closing Date").

(b)

Closing Deliveries.

(i)

At the Closing, unless otherwise provided, Transferee shall deliver, or cause to be delivered, to Transferors, as applicable, the following, dated as of the Closing Date and executed for and on behalf of Transferee by a duly authorized officer thereof:

(1)

a certificate representing the Transferee Shares;

(2)

one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Transferee and Transferors and their respective counsel;

(3)

any and all other instruments, certificates and agreements contemplated by Article VI hereof or as Transferors may reasonably request in order to effectively make Transferee responsible for all Assumed Liabilities pursuant hereto to the fullest extent permitted by applicable law.

(ii)

At the Closing, Transferors shall deliver, or cause to be delivered, to Transferee and MultiCell the following, dated as of the Closing Date and executed for and on behalf of the applicable Transferor by duly authorized officers thereof:

(1)

a bill of sale, in customary form and substance reasonably satisfactory to Transferee and Transferors and their respective counsel;

(2)

one or more instruments of assignment and assumption, in customary form and substance reasonably satisfactory to Transferee and Transferors and their respective counsel;

(3)

an instrument of assignment of Patents, in customary form and substance reasonably satisfactory to Transferee and Transferors and their respective counsel;

(4)

any and all other instruments, certificates and agreements contemplated by Article VI hereof or as Transferee or MultiCell may reasonably request in order to effectively transfer to Transferee all of the Contributed Assets pursuant hereto to the fullest extent permitted by applicable law.

2.7

Nontransferable Assets. To the extent that any Contributed Asset or Assumed Liability to be contributed, conveyed, assigned, transferred, delivered or assumed to or by Transferee pursuant hereto, or any claim, right or benefit arising thereunder or resulting therefrom, is not capable of being contributed, conveyed, assigned, transferred or delivered without the approval, consent or waiver of the issuer thereof or the other party thereto, or any third person (including a government or governmental unit), or if such contribution, conveyance, assignment, transfer or delivery or attempted contribution, conveyance, assignment, transfer or delivery would constitute a breach or termination right thereof or a violation of any law, decree, order, regulation or other governmental edict, except as expressly otherwise provided herein, this Agreement shall not constitute a contribution, conveyance, assignment, transfer or delivery thereof, or an attempted contribution, conveyance, assignment, transfer or delivery thereof absent such approvals, consents or waivers. If any such approval, consent or waiver shall not be obtained, or if an attempted assignment of any such Contributed Asset or the assumption of any Assumed Liability by Transferee would be ineffective so that Transferee would not in fact receive all such Contributed Assets or assume all such Assumed Liabilities pursuant hereto, Transferors and Transferee shall cooperate in a mutually agreeable arrangement under which Transferee would obtain the benefits and assume the obligations of such Contributed Assets and Assumed Liabilities in accordance with this Agreement, including subcontracting, sub-licensing, or sub-leasing to Transferee, or under which Transferors, at Transferee's expense, would enforce for the benefit of Transferee, with Transferee assuming all of Transferors' obligations thereunder, any and all rights of Transferors against a third party thereto.

2.8

Taking of Necessary Action; Further Action. From time to time after the Closing Date, at the request of either Party hereto and at the expense of such Party, the Parties hereto shall execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Transferee may reasonably determine is necessary to transfer, convey and assign to Transferee, and to confirm Transferee's title to or interest in the Contributed Assets, to put Transferee in actual possession and operating control thereof and to assist Transferee in exercising all rights with respect thereto. Transferors hereby constitute and appoint Transferee and its successors and assigns as their true and lawful attorney in fact with respect to the Contributed Assets, with full power of substitution, in the name and stead of Transferors but on behalf of and for the benefit of the Transferee and its successors and assigns, to demand and receive any and all of the assets, properties, rights and business hereby conveyed, assigned, and transferred or intended so to be, and to give receipt and releases for and in respect of the same and any part thereof, and from time to time to institute and prosecute, in the name of Transferors or otherwise, for the benefit of the Transferee or its successors and assigns, proceedings at law, in equity, or otherwise, which the Transferee or its successors or assigns reasonably deem proper in order to collect or reduce to possession or endorse any of the Contributed Assets and to do all acts and things in relation to the Contributed Assets which the Transferee or its successors or assigns reasonably deem desirable.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF TRANSFERORS

           Subject to such exceptions as are specifically disclosed in the disclosure letter (referencing the appropriate section numbers) supplied by Transferors to MultiCell and Transferee (the "Transferors' Disclosure Letter"), each of Alliance and Astral, jointly and severally, hereby represents and warrants to MultiCell and Transferee that the statements contained in this Article III are true and correct as of the date of this Agreement and will be true and correct as of the Closing (as though made at the Closing ); provided, that the representations and warranties made as of a specified date will be true and correct as of such date.

3.1

Organization, Qualification, and Corporate Power. Each Transferor is a corporation duly organized, validly existing, and in good standing under the laws of the state of its incorporation. Each Transferor is duly authorized to conduct business and is in good standing under the laws of each other jurisdiction where such qualification is required and in which the failure to so qualify is reasonably likely to have a Transferor Material Adverse Effect on such Transferor. There is no state other than California in which any Transferor owns any property or in which it has any employees, offices or operations. Each Transferor has full corporate power and authority to carry on the businesses in which it is engaged and to own and use the properties owned and used by it. The operations now being conducted by Astral have not been conducted under any other name since Astral's inception. The copies of Astral's Certificate of Incorporation, Bylaws and minute books which have been delivered to MultiCell and Transferee are true, correct and complete as of the date hereof and shall be as of the Closing.

3.2

Authorization. Each Transferor has full power and authority to execute and deliver this Agreement and all agreements and instruments delivered pursuant hereto (the "Ancillary Agreements") to which it is a party, and, subject to receipt of the requisite approval of its stockholder, if applicable, to consummate the transactions contemplated hereunder and to perform its obligations hereunder and no other proceedings on the part of such Transferor are necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such Transferor is a party except the approval of Alliance's lender committee. This Agreement and the Ancillary Agreements to which each Transferor is a party and the transactions contemplated hereby and thereby have been approved by the unanimous vote of each Transferor's Board of Directors. This Agreement and the Ancillary Agreements to which each Transferor is a party constitute the valid and legally binding obligations of such Transferor, enforceable against such Transferor in accordance with their respective terms and conditions, except as such enforceability may be limited by principles of public policy and subject to the laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies.

3.3

Capitalization.

(a)

Capital Stock. The entire authorized capital stock of Astral consists of 5,000,000 shares of Common Stock, 10,000 of which are issued and outstanding, and 2,000,000 shares of Preferred Stock, 90,000 of which are issued and outstanding. All such issued and outstanding shares are held by Alliance. All of the issued and outstanding shares of capital stock have been duly authorized, are validly issued, fully paid, non-assessable and were not issued in violation of any preemptive rights, rights of first refusal, or any similar rights. None of the issued and outstanding shares of Astral capital stock are subject to any preemptive rights, rights of first refusal, or any similar rights. All of the outstanding shares of Astral capital stock have been offered, issued and sold by Astral in compliance with applicable federal and state securities laws. There are no declared or accrued but unpaid dividends with respect to any shares of capital stock of Astral.

(b)

Options, Rights or Other Agreements. Astral has not adopted or maintained, and Astral is not obligated under, any stock option plan or other plan providing for equity compensation of any person. There are no options, warrants, calls, rights, commitments or agreements of any character, written or oral, to which Astral is a party or by which it is bound obligating Astral to issue, deliver, sell, repurchase or redeem, or cause to be issued, delivered, sold, repurchased or redeemed, any shares of the capital stock of Astral or obligating Astral to grant, extend, accelerate the vesting of, change the price of, otherwise amend or enter into any such option, warrant, call, right, commitment or agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or other similar rights with respect to Astral. There are no voting trusts, proxies, or other agreements or understandings with respect to the voting stock of Astral.

3.4

Subsidiaries. Astral does not have, and never has had, any subsidiaries and does not otherwise own, and has not otherwise owned, any shares in the capital of or any interest in, or control, directly or indirectly, any other corporation, partnership, association, joint venture or other business entity. In addition, there are no corporations, partnerships, associations, joint ventures or other business entities controlled by, directly or indirectly, any party that may be deemed to control Astral, other than Alliance.

3.5

No Conflicts. Neither the execution and the delivery of this Agreement and the Ancillary Agreements by any Transferor nor the consummation of the transactions contemplated hereby and thereby will (A) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental agency, or court to which any Transferor is subject, (B) violate or conflict with any provision of the Certificate of Incorporation or bylaws of any Transferor, or (C) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any agreement, contract, lease, license, instrument, franchise, permit, mortgage, indenture or other arrangement to which any Transferor is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of any Lien upon any of their respective assets) other than in the cases of clauses (A) or (C) which would not in the aggregate have a Transferor Material Adverse Effect or adversely effect the ability of either Transferor to consummate the transactions contemplated hereby.

3.6

Consents. No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any Governmental Body or any third party, including a party to any agreement with any Transferor, is required by or with respect to any Transferor in connection with the execution and delivery of this Agreement and the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby, except for (i) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities laws, (ii) any applicable filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), (iii) the approval and consent of Alliance's lender committee, (iv) such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings in which the failure to obtain would not adversely affect the ability of either Transferor to consummate the transactions contemplated hereby.

3.7

Undisclosed Liabilities. Except as set forth on Section 3.7 of the Transferors' Disclosure Letter, Transferors have no liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type (whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability for taxes) (the "Transferor Liabilities"), except for that which individually or in the aggregate (i) is reflected on the balance sheet of Alliance as set forth in Alliance's Quarterly Report on Form 10-QSB for the period ended March 31, 2005 or (ii) has arisen after March 31, 2005 in the ordinary course of business. Section 3.7 of the Transferors' Disclosure Letter further sets forth all such Transferor Liabilities that relate to the Business as of the Closing.

3.8

Legal Compliance. Except as set forth on Section 3.8 of the Transferors' Disclosure Letter, Transferors are in compliance in all material respects with all applicable laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof). No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, notice or inquiry is pending, or to the knowledge of Transferors, is threatened against either Transferor by any governmental body alleging any failure to so comply, except to the extent that it would not have a Transferor Material Adverse Effect. Transferors have all licenses, permits, approvals, registrations, qualifications, certificates and other governmental authorizations that are necessary for the operations of the Business as currently conducted or as currently proposed to be conducted.

3.9

Tax Matters.

(a)

For purposes of this Agreement, (i) "Tax" or, collectively, "Taxes", means (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other person or as a result of any obligations under any agreements or arrangements with any other person with respect to such amounts and including any liability for taxes of a predecessor entity.

(b)

To the extent that failure to do so would adversely impact the Contributed Assets or Transferee's ownership of the Contributed Assets, each Transferor (a) has timely paid all Taxes it is required to pay and (b) has timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Contributed Assets and such Returns are true and correct and completed in accordance with applicable law.

(c)

Astral has timely paid or withheld with respect to its employees and other third parties (and timely paid over any withheld amounts to the appropriate Taxing authority) all federal and state income taxes, Federal Insurance Contribution Act, Federal Unemployment Tax Act and other Taxes required to be withheld or paid.

(d)

No Transferor knows of any basis for the assertion of any claim for any liabilities for unpaid Taxes for which Transferee would become liable as a result of the transactions contemplated by this Agreement or that would result in any Lien on any of the Contributed Assets.

(e)

There are no Liens with respect to any Taxes upon any of the Contributed Assets, other than with respect to Taxes not yet due and payable.

(f)

To the extent applicable to the Contributed Assets or Transferee's ownership of the Contributed Assets, no Transferor has been delinquent in the payment of any Tax, nor is there any Tax deficiency outstanding, assessed or proposed against any Transferor, nor has any Transferor executed any outstanding waiver of any statute of limitations on or extension of the period for the assessment or collection of any Tax.

(g)

To the extent applicable to the Contributed Assets or Transferee's ownership of the Contributed Assets, (i) no audit or other examination of any Return of any Transferor is presently in progress, nor has any Transferor been notified of any request for such an audit or other examination; (ii) no adjustment relating to any Return filed by any Transferor has been proposed formally or, to the knowledge of any Transferor, informally by any tax authority to any Transferor or any representative thereof; and (iii) no claim has ever been made by an authority in a jurisdiction where any Transferor does not file Returns that it is or may be subject to taxation by that jurisdiction.

(h)

None of the Contributed Assets is "tax exempt use property" within the meaning of Section 168(h) of the Code.

3.10

Title of Properties; Absence of Liens and Encumbrances; Condition of Equipment.

(a)

Astral owns no real property nor has Astral ever owned any real property. All current leases of Astral are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) on the part of a Transferor and, to the knowledge of the Transferors, on the part of any other party thereto.

(b)

Except as set forth in Section 3.10(b) of the Transferor Disclosure Letter, Astral has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except such imperfections of title and encumbrances, if any, which do not detract from the value in any material respect or interfere with the present use of the property subject thereto or affected thereby.

(c)

Section 3.10(c) of Transferor Disclosure Letter lists each material item of equipment with a value of $5,000 or more (the "Equipment") owned or leased by Transferors and used primarily in connection with the Business, and such Equipment is (i) adequate for the conduct of the Business as current