This paper presents of a new type of memory cell that could potentially replace both DRAM and flash memory. The proposed device cell operates by sensing the state of about 1,000 electrons trapped between unique insulating barriers in the channel region of the upper transistor. These electrons are controlled by a side gate on the transistor, and their state in turn controls the gate of the larger transistor, providing signal gain within the memory cell. It becomes faster and more reliable memory with lower operation voltage. Moreover, the use of a multiple tunnel junction (MTJ) fur the vertical transistor can significantly improve the data retention and operation speed.