Exhibit 4.10 - HCW Warrant


                                                                                        EXHIBIT
      4.10

       

      NEITHER
        THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
        THE
        SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
        LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
        (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL,
        IN A
        FORM AND FROM COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER AND ITS COUNSEL,
        THAT
        REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
        TO RULE
        144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
        MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
        OR
        FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

      


      MILLENNIUM
        CELL INC.

      


      Warrant
        To Purchase Common Stock

      


      Warrant
        No.: 8-A

      Number
        of
        Shares of Common Stock: 195,000

      Date
        of
        Issuance: April 25, 2005 ("Issuance
        Date")

      


      Millennium
        Cell Inc., a Delaware corporation (the "Company"),
        hereby certifies that, for good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, H.C. WAINWRIGHT & CO., INC.,
        the registered holder hereof or its permitted assigns (the "Holder"),
        is
        entitled, subject to the terms set forth below, to purchase from the Company,
        at
        the Exercise Price (as defined below) then in effect, upon surrender of this
        Warrant to Purchase Common Stock (including any Warrants to Purchase Common
        Stock issued in exchange, transfer or replacement hereof, the "Warrant"),
        at
        any time or times on or after October 26, 2005, but not after 11:59 p.m.,
        New
        York time, on the Expiration Date (as defined below), Ninety Two Thousand
        Six
        Hundred Twenty Four (92,624) fully paid nonassessable shares of Common Stock
        (as
        defined below) (the
        "Warrant
        Shares").
        Except as otherwise defined herein, capitalized terms in this Warrant shall
        have
        the meanings set forth in Section 14.

       

      EXERCISE
        OF WARRANT. (a) Mechanics
        of Exercise.
        Subject
        to the terms and conditions hereof (including, without limitation, the
        limitations set forth in Section 1(d)), this Warrant may be exercised by
        the
        Holder on any day on or after October 26, 2005, but not after 11:59 p.m.,
        New
        York time, on the Expiration Date, in whole or in part, by (i) delivery of
        a
        written notice, in the form attached hereto as Exhibit
        A
        (the
        "Exercise
        Notice"),
        of
        the Holder's election to exercise this Warrant and (ii) (A) payment to the
        Company of an amount equal to the applicable Exercise Price multiplied by
        the
        number of Warrant Shares as to which this Warrant is being exercised (the
        "Aggregate
        Exercise Price")
        in
        cash or by wire transfer of immediately available funds to an account designated
        by the Company or (B) by notifying the Company that this Warrant is being
        exercised pursuant to a Cashless Exercise (as defined in Section 1(c)). The
        Holder shall not be required to deliver the original Warrant in order to
        effect
        an exercise hereunder.
        Execution and delivery of the Exercise Notice with respect to less than all
        of
        the Warrant Shares shall have the same effect as cancellation of the original
        Warrant and issuance of a new Warrant evidencing the right to 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      purchase
        the remaining number of Warrant Shares. On or before the third Business Day
        (the
        "Share
        Delivery Date")
        following the date on which the Company has received each of the Exercise
        Notice
        and the Aggregate Exercise Price (or notice of a Cashless Exercise) (the
        "Exercise
        Delivery Documents"),
        the
        Company shall (X) provided that the Company's transfer agent (the "Transfer
        Agent")
        is
        participating in The Depository Trust Company ("DTC")
        Fast
        Automated Securities Transfer Program, upon the request of the Holder, credit
        such aggregate number of Warrant Shares to which the Holder is entitled pursuant
        to such exercise to the Holder's or its designee's balance account with DTC
        through its Deposit Withdrawal Agent Commission System, or (Y) if the Transfer
        Agent is not participating in the DTC Fast Automated Securities Transfer
        Program, issue and dispatch by overnight courier to the address as specified
        in
        the Exercise Notice, a certificate dated the date of such exercise and
        registered in the Company's share register in the name of the Holder or its
        designee, for the number of Warrant Shares to which the Holder is entitled
        pursuant to such exercise. Upon delivery of the Exercise Delivery Documents,
        the
        Holder shall be deemed, to the extent permitted by applicable law, for all
        corporate purposes to have become the holder of record of the Warrant Shares
        with respect to which this Warrant has been exercised, irrespective of the
        date
        such Warrant Shares are credited to the Holder's DTC balance account or the
        date
        of delivery of the certificates evidencing such Warrant Shares, as the case
        may
        be. If this Warrant is submitted in connection with any exercise pursuant
        to
        this Section 1(a) and the number of Warrant Shares represented by this Warrant
        submitted for exercise is greater than the number of Warrant Shares being
        acquired upon an exercise, then the Company shall as soon as practicable
        and in
        no event later than three (3) Business Days after any exercise and at its
        own
        expense, issue a new Warrant (issued in accordance with Section 6(d))
        representing the right to purchase the number of Warrant Shares purchasable
        immediately prior to such exercise under this Warrant, less the number of
        Warrant Shares with respect to which this Warrant is exercised. No fractional
        shares of Common Stock are to be issued upon the exercise of this Warrant,
        but
        rather the number of shares of Common Stock to be issued shall be rounded
        up to
        the nearest whole number. The Company shall pay any and all documentary,
        stamp
        or similar taxes which may be payable with respect to the issuance and delivery
        of Warrant Shares upon exercise of this Warrant. 

       

      (b)  Exercise
        Price.
        For
        purposes of this Warrant, "Exercise
        Price"
        means
        $2.00, subject to adjustment as provided herein.

       

      (c)  Cashless
        Exercise. Notwithstanding anything contained herein to the contrary, if a
        registration statement covering the Warrant Shares that are the subject of
        the
        Exercise Notice (the "Unavailable
        Warrant Shares")
        is not
        then in effect, the Holder may, in its sole discretion, exercise this Warrant
        in
        whole or in part and, in lieu of making the cash payment of the Aggregate
        Exercise Price, elect instead to receive upon such exercise the "Net Number"
        of
        shares of Common Stock determined according to the following formula (a
        "Cashless
        Exercise"):

       

      Net
        Number = (A
        x
        B) - (A x C)

      B

       

      
        
          
          

        

        
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      For
        purposes of the foregoing formula:

       

      A=
        the
        total number of shares with respect to which this Warrant is then being
        exercised.

       

      B=
        the
        Closing Sale Price of the shares of Common Stock (as reported by Bloomberg)
        on
        the date immediately preceding the date of the Exercise Notice.

       

      C=
        the
        Exercise Price then in effect for the applicable Warrant Shares at the time
        of
        such exercise.

      


      (d)  Disputes.
        In the
        case of a dispute as to the determination of the Exercise Price or the
        arithmetic calculation of the Warrant Shares, the Company shall promptly
        issue
        to the Holder the number of Warrant Shares that are not disputed and resolve
        such dispute in accordance with Section 11.

       

      (e)  Limitations
        on Exercises; Principal Market Regulation.
        The
        Company shall not be obligated to issue any Warrant Shares upon exercise
        of this
        Warrant if the issuance of such Warrant Shares would exceed that number of
        shares of Common Stock which the Company may issue upon exercise of this
        Warrant
        (including, as applicable, any shares of Common Stock issued upon conversion
        or
        exercise of outstanding warrants and convertible preferred stock of the Company
        issued on or about the Issuance Date) without breaching the Company's
        obligations under the rules or regulations of the Principal Market (the
        "Exchange
        Cap"),
        except that such limitation shall not apply in the event that the Company
        (A)
        obtains the approval of its stockholders as required by the applicable rules
        of
        the Principal Market for issuances of shares of Common Stock in excess of
        such
        amount or (B) obtains a written opinion from outside counsel to the Company
        that
        such approval is not required. Until such approval or written opinion is
        obtained, the Company shall not issue, upon the exercise of this Warrant,
        shares
        of Common Stock in an amount greater than the Exchange Cap. In the event
        that
        the Holder shall sell or otherwise transfer all or any part of this Warrant,
        the
        transferee shall agree in writing to be bound by the Exchange Cap. In the
        event
        that the Company is prohibited from issuing any Warrant Shares for which
        an
        Exercise Notice has been received as a result of the operation of this Section
        1(e), the Company shall pay cash in exchange for cancellation of such Warrant
        Shares, at a price per Warrant Share equal to the difference between the
        Closing
        Sale Price and the Exercise Price as of the date of the attempted
        exercise.

       

      ADJUSTMENT
        OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES.
        The
        Exercise Price and the amount of Warrant Shares issuable upon the exercise
        of
        this Warrant shall be adjusted from time to time as follows:

       

      (a)  Adjustment
        upon Subdivision or Combination of shares of Common Stock.
        If the
        Company at any time on or after the Issuance Date subdivides (by any stock
        split, stock dividend, recapitalization or otherwise) one or more classes
        of its
        outstanding shares of Common Stock into a greater number of shares, the Exercise
        Price in effect immediately prior to such subdivision will be proportionately
        reduced and the number of Warrant Shares will be proportionately increased.
        If
        the Company at any time on or after the Issuance Date combines (by combination,
        reverse stock split or otherwise) one or more classes of its outstanding
        shares
        of Common Stock into a smaller number of shares, the Exercise Price in effect
        immediately prior to such combination will be proportionately increased and
        the
        number of Warrant Shares will be proportionately decreased. Any adjustment
        under
        this Section 2(a) shall become effective at the close of business on the
        date
        the subdivision or combination becomes effective.

       

      
        
          
          

        

        
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      (b)  Other
        Events.
        If any
        event occurs of the type contemplated by the provisions of this Section 2
        but
        not expressly provided for by such provisions, then the Company's Board of
        Directors will make an appropriate adjustment in the Exercise Price and,
        if the
        event is of the type contemplated by Section 2(a), the number of Warrant
        Shares
        so as to protect the rights of the Holder; provided that no such adjustment
        pursuant to this Section 2(b) will increase the Exercise Price or, if the
        event
        is of the type contemplated by Section 2(a), decrease the number of Warrant
        Shares as otherwise determined pursuant to this Section 2.

       

      FUNDAMENTAL
        TRANSACTIONS.
        Prior
        to the consummation of any Fundamental Transaction pursuant to which holders
        of
        shares of Common Stock are entitled to receive securities or other assets
        with
        respect to or in exchange for shares of Common Stock (a "Corporate
        Event"),
        the
        Company shall make appropriate provision to insure that the Holder will
        thereafter have the right to receive upon an exercise of this Warrant
at
        any
        time after the consummation of the Fundamental Transaction but
        prior
        to the Expiration Date,
        in lieu
        of the shares of the Common Stock (or
        other
        securities, cash, assets or other property) purchasable
        upon the exercise of the Warrant prior to such Fundamental
        Transaction,
        such
        shares of stock, securities, cash, assets or any other property whatsoever
        (including warrants or other purchase or subscription rights) which the Holder
        would have been entitled to receive upon the happening of such Fundamental
        Transaction had the Warrant been exercised immediately prior to such Fundamental
        Transaction. Notice
        of
        any such Fundamental Transaction or Corporate Event, and of said provisions
        so
        proposed to be made, shall be made to the Holder not less than 10 days prior
        to
        such event. The provisions of this Section shall apply similarly and equally
        to
        successive Fundamental Transactions and Corporate Events and shall be applied
        without regard to any limitations on the exercise of this Warrant.

       

      NONCIRCUMVENTION.
        The
        Company hereby covenants and agrees that the Company will not, by amendment
        of
        its Certificate of Incorporation, Bylaws or through any reorganization, transfer
        of assets, consolidation, merger, scheme of arrangement, dissolution, issue
        or
        sale of securities, or any other voluntary action, avoid or seek to avoid
        the
        observance or performance of any of the terms of this Warrant, and will at
        all
        times in good faith carry out all the provisions of this Warrant and take
        all
        action as may be required to protect the rights of the Holder. Without limiting
        the generality of the foregoing, the Company (i) shall not increase the par
        value of any shares of Common Stock receivable upon the exercise of this
        Warrant
        above the Exercise Price then in effect, (ii) shall take all such actions
        as may be necessary or appropriate in order that the Company may validly
        and
        legally issue fully paid and nonassessable shares of Common Stock upon the
        exercise of this Warrant, and (iii) shall, so long as this Warrant is
        outstanding, take all action necessary to reserve and keep available out
        of its
        authorized and unissued shares of Common Stock, solely for the purpose of
        effecting the exercise of this Warrant, 100% of the number of shares of Common
        Stock as shall from time to time be necessary to effect the exercise of this
        Warrant (without regard to any limitations on exercise).

       

      WARRANT
        HOLDER NOT DEEMED A STOCKHOLDER.
        Except
        as otherwise specifically provided herein, the Holder, solely in such Person's
        capacity as a holder of this Warrant, shall not be entitled to vote or receive
        dividends or be deemed the holder of share capital of the Company for any
        purpose, nor shall anything contained in this Warrant be construed to confer
        upon the Holder, solely in such Person's capacity as the Holder of this Warrant,
        any of the rights of a stockholder of the Company or any right to vote, give
        or
        withhold consent to any corporate action (whether any reorganization, issue
        of
        stock, reclassification of stock, consolidation, merger, conveyance or
        otherwise), receive notice of meetings, receive dividends or subscription
        rights, or otherwise, prior to the issuance to the Holder of the Warrant
        Shares
        which such Person is then entitled to receive upon the due exercise of this
        Warrant. In addition, nothing contained in this Warrant shall be construed
        as
        imposing any liabilities on the Holder to purchase any securities (upon exercise
        of this Warrant or otherwise) or as a stockholder of the Company, whether
        such
        liabilities are asserted by the Company or by creditors of the
        Company.

       

      
        
          
          

        

        
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      REISSUANCE
        OF WARRANTS.

       

      (c)  Assignment
        of Warrant.
        If this
        Warrant is to be assigned, the Holder shall surrender this Warrant to the
        Company together with a duly executed Assignment Form substantially in the
        Form
        set forth in Exhibit C, whereupon the Company will forthwith issue and deliver
        upon the order of the Holder a new Warrant (issued in accordance with Section
        6(d)), registered as the Holder may request, representing the right to purchase
        the number of Warrant Shares being transferred by the Holder and, if less
        then
        the total number of Warrant Shares then underlying this Warrant is being
        transferred, a new Warrant (issued in accordance with Section 6(d)) to the
        Holder representing the right to purchase the number of Warrant Shares not
        being
        transferred.

       

      (d)  Lost,
        Stolen or Mutilated Warrant.
        Upon
        receipt by the Company of evidence reasonably satisfactory to the Company
        of the
        loss, theft, destruction or mutilation of this Warrant, and, in the case
        of
        loss, theft or destruction, of any indemnification undertaking by the Holder
        to
        the Company in customary form and, in the case of mutilation, upon surrender
        and
        cancellation of this Warrant, the Company shall execute and deliver to the
        Holder a new Warrant (issued in accordance with Section 6(d)) representing
        the
        right to purchase the Warrant Shares then underlying this Warrant.

       

      (e)  Exchangeable
        for Multiple Warrants.
        This
        Warrant is exchangeable, upon the surrender hereof by the Holder at the
        principal office of the Company, for a new Warrant or Warrants (issued in
        accordance with Section 6(d)) representing in the aggregate the right to
        purchase the number of Warrant Shares then underlying this Warrant, and each
        such new Warrant will represent the right to purchase such portion of such
        Warrant Shares as is designated by the Holder at the time of such surrender;
        provided, however, that no Warrants for fractional shares of Common Stock
        shall
        be given.

       

      (f)  Issuance
        of New Warrants.
        Whenever the Company is required to issue a new Warrant pursuant to the terms
        of
        this Warrant, such new Warrant (i) shall be of like tenor with this Warrant,
        (ii) shall represent, as indicated on the face of such new Warrant, the right
        to
        purchase the Warrant Shares then underlying this Warrant (or in the case
        of a
        new Warrant being issued pursuant to Section 6(a) or Section 6(c), the Warrant
        Shares designated by the Holder which, when added to the number of shares
        of
        Common Stock underlying the other new Warrants issued in connection with
        such
        issuance, does not exceed the number of Warrant Shares then underlying this
        Warrant), (iii) shall have an issuance date, as indicated on the face of
        such
        new Warrant which is the same as the Issuance Date, and (iv) shall have the
        same
        rights and conditions as this Warrant.

       

      
        
          
          

        

        
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      NOTICES.
        No
        notice or other communication under this Warrant shall be effective unless,
        but
        any notice or other communication shall be effective and shall be deemed
        to have
        been given if, the same is in writing and is mailed by first-class mail,
        postage
        prepaid, addressed to:

       

      (a)
        the
        Company at Millennium Cell Inc., One Industrial Way West, Eatontown, New
        Jersey
        07724, Attn: Chief Financial Officer, or such other address as the Company
        has
        designated in writing to the Holder; or 

       

      (b)
        the
        Holder at H.C. Wainwright & Co., Inc., 52 Vanderbilt Avenue, 12th Floor, New
        York, NY 10017, Fax: 212-856-5750, Attention: Mr. John R. Clarke, or other
        such
        address as the Holder has designated in writing to the Company. 

       

      AMENDMENT
        AND WAIVER.
        Except
        as expressly provided herein, neither this Warrant nor any term hereof may
        be
        amended, waived, discharged or terminated other than by a written instrument
        signed by the party against whom enforcement of any such amendment, waiver,
        discharge or termination is sought.

       

      GOVERNING
        LAW.
        This
        Warrant shall be governed by and construed and enforced in accor-dance with,
        and
        all questions concerning the construction, validity, interpretation and
        performance of this Warrant shall be governed by, the internal laws of the
        State
        of New York, without giving effect to any choice of law or conflict of law
        provision or rule (whether of the State of New York or any other jurisdictions)
        that would cause the application of the laws of any jurisdictions other than
        the
        State of New York.

       

      CONSTRUCTION;
        HEADINGS.
        This
        Warrant shall be deemed to be jointly drafted by the Company and the Holder
        and
        shall not be construed against any person as the drafter hereof. The headings
        of
        this Warrant are for convenience of reference and shall not form part of,
        or
        affect the interpretation of, this Warrant.

       

      INVESTMENT
        INTENT; LIMITED TRANSFERABILITY.
        (a) The
        Holder, by acceptance of this Warrant, represents and warrants that it
        understands that this Warrant and any securities obtainable upon exercise
        of
        this Warrant have not been registered for sale under the Securities Act of
        1933
        (the “Act”)
        or any
        state securities or blue sky laws and are being offered and sold to the Holder
        pursuant to one or more exemptions from the registration requirements of
        the Act
        and any applicable state securities or blue sky laws and regulations. In
        the
        absence of an effective registration under the Act or any applicable state
        securities or blue sky laws or regulations, or an exemption therefrom, any
        certificates for such securities shall bear a legend substantially similar
        to
        the legend set forth on the first page hereof. The Holder understands that
        it
        must bear the economic risk of its investment in this Warrant and any securities
        obtainable upon exercise of this Warrant for an indefinite period of time,
        as
        this Warrant has not been, and such securities may not be, registered under
        the
        Act or any state securities or blue sky laws and, therefore, cannot be sold
        unless subsequently registered under such laws, unless exemptions from such
        registrations are available.

       

      
        
          
          

        

        
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      (b) The
        Holder, by its acceptance of this Warrant, represents to the Company that
        it is
        acquiring this Warrant and will acquire any securities obtainable upon exercise
        of this Warrant for its own account for investment and not with a view to,
        or
        for sale in connection with, any distribution thereof in violation of the
        Act.
        The Holder agrees that this Warrant and any such securities will not be sold
        or
        otherwise transferred unless (i) a registration statement with respect to
        such
        transfer is effective under the Act and any applicable state securities or
        blue
        sky laws or (ii) such sale or transfer is made pursuant to one or more
        exemptions from the Act or any applicable state securities or blue sky laws
        or
        regulations. 

       

      (c) The
        Holder agrees, acknowledges and understands that this Warrant may not be
        sold,
        transferred, assigned or hypothecated by the Holder except in compliance
        with
        the provisions of the Act and any applicable state securities or blue sky
        laws,
        and is so transferable only upon the books of the Company which it shall
        cause
        to be maintained for such purpose. The Company may treat the registered Holder
        of this Warrant as it appears on the Company’s books at any time as the Holder
        for all purposes. The Company shall permit any Holder of this Warrant or
        its
        duly authorized attorney, upon written request during ordinary business hours,
        to inspect and copy or make extracts from its books showing the registered
        holders of Warrants. All Warrants issued upon the transfer or assignment
        of this
        Warrant will be dated the same date as this Warrant, and all rights of the
        holder thereof shall be identical to those of the Holder. 

       

      (d) The
        Holder agrees and acknowledges that, in connection with its acquisition of
        this
        Warrant, it has been afforded the opportunity to (i) ask such questions as
        it
        has deemed necessary of, and to receive answers from, representatives of
        the
        Company concerning the terms and conditions of this Warrant or the exercise
        of
        this Warrant and (ii) request such additional information which the Company
        possesses or can acquire without unreasonable effort or expense. 

       

      (e) The
        Holder represents and warrants that, in connection with its acquisition of
        this
        Warrant, it did not (i) receive or review any advertisement, article, notice
        or
        other communication published in a newspaper or magazine or similar media
        or
        broadcast over television or radio, whether closed circuit, or generally
        available, (ii) receive or review any other form of general solicitation
        or
        general advertisement or (iii) attend any seminar, meeting or investor or
        other
        conference whose attendees were, to the Holder’s knowledge, invited by any
        general solicitation or general advertising. 

       

      (f) The
        Holder represents and warrants that it is an “accredited investor” within the
        meaning of Regulation D promulgated under the Act or that it otherwise, either
        by reason of the Holder’s business or financial experience or the business or
        financial experience of its professional advisors (who are unaffiliated with
        and
        who are not compensated by the Company or any affiliate, finder or selling
        agent
        of the Company, directly or indirectly), has the capacity to protect its
        interests in connection with the transactions contemplated by this
        Warrant.

       

      REMEDIES,
        OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF.
        The
        remedies provided in this Warrant shall be cumulative and in addition to
        all
        other remedies available in law or in equity (including a decree of specific
        performance and/or other injunctive relief), and nothing herein shall limit
        the
        right of the Holder to pursue actual damages for any failure by the Company
        to
        comply with the terms of this Warrant. The Company acknowledges that a breach
        by
        it of its obligations hereunder will cause irreparable harm to the Holder
        and
        that the remedy at law for any such breach may be inadequate. The Company
        therefore agrees that, in the event of any such breach or threatened breach,
        the
        Holder shall be entitled, in addition to all other available remedies, to
        an
        injunction restraining any breach, without the necessity of showing economic
        loss and without any bond or other security being required.

       

      
        
          
          

        

        
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      TRANSFER.
        This
        Warrant may be offered for sale, sold, transferred or assigned without the
        consent of the Company, except as may otherwise be required by Section 2(f)
        of
        the Securities Purchase Agreement, dated as of April 20, 2005, by and among
        the
        Company and the investors referred to therein.

       

      CERTAIN
        DEFINITIONS.
        For
        purposes of this Warrant, the following terms shall have the following
        meanings:

       

      (g)  "Bloomberg"
        means
        Bloomberg Financial Markets.

       

      (h)  "Business
        Day"
        means
        any day other than Saturday, Sunday or other day on which commercial banks
        in
        The City of New York are authorized or required by law to remain
        closed.

       

      (i)  "Closing
        Bid Price"
        and
        "Closing
        Sale Price"
        means,
        for any security as of any date, the last closing bid price and last closing
        trade price, respectively, for such security on the Principal Market, as
        reported by Bloomberg, or, if the Principal Market begins to operate on an
        extended hours basis and does not designate the closing bid price or the
        closing
        trade price, as the case may be, then the last bid price or last trade price,
        respectively, of such security prior to 4:00:00 p.m., New York time, as reported
        by Bloomberg, or, if the Principal Market is not the principal securities
        exchange or trading market for such security, the last closing bid price
        or last
        trade price, respectively, of such security on the principal securities exchange
        or trading market where such security is listed or traded as reported by
        Bloomberg, or if the foregoing do not apply, the last closing bid price or
        last
        trade price, respectively, of such security in the over-the-counter market
        on
        the electronic bulletin board for such security as reported by Bloomberg,
        or, if
        no closing bid price or last trade price, respectively, is reported for such
        security by Bloomberg, the average of the bid prices, or the ask prices,
        respectively, of any market makers for such security as reported in the "pink
        sheets" by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.).
        If
        the Closing Bid Price or the Closing Sale Price cannot be calculated for
        a
        security on a particular date on any of the foregoing bases, the Closing
        Bid
        Price or the Closing Sale Price, as the case may be, of such security on
        such
        date shall be the fair market value as mutually determined by the Company
        and
        the Holder. All such determinations to be appropriately adjusted for any
        stock
        dividend, stock split, stock combination or other similar transaction during
        the
        applicable calculation period.

       

      (j)  "Common
        Stock"
        means
        (i) the Company's shares of Common Stock, par value $0.001 per share, and
        (ii) any share capital into which such Common Stock shall have been changed
        or any share capital resulting from a reclassification of such Common
        Stock.

       

      (k)  "Common
        Stock Deemed Outstanding"
        means,
        at any given time, the number of shares of Common Stock actually outstanding
        at
        such time, plus the number of shares of Common Stock deemed to be outstanding
        pursuant to Sections 2(a)(i) and 2(a)(ii) hereof regardless of whether the
        Options or Convertible Securities are actually exercisable at such time,
        but
        excluding any shares of Common Stock owned or held by or for the account
        of the
        Company or issuable upon conversion and exercise, as applicable, of the SPA
        Securities and the Warrants.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (l)  "Convertible
        Securities"
        means
        any stock or securities (other than Options) directly or indirectly convertible
        into or exercisable or exchangeable for shares of Common Stock.

       

      (m)  "Expiration
        Date"
        means
        the date thirty-six months after the Issuance Date or, if such date falls
        on a
        day other than a Business Day, the next date that is a Business
        Day.

       

      (n)  "Fundamental
        Transaction"
        means
        that the Company shall, directly or indirectly, in one or more related
        transactions, (i) consolidate or merge with or into (whether or not the Company
        is the surviving corporation) another Person, or (ii) sell, assign, transfer,
        convey or otherwise dispose of all or substantially all of the properties
        or
        assets of the Company to another Person, or (iii) allow another Person to
        make a
        purchase, tender or exchange offer that is accepted by the holders of more
        than
        the 50% of the outstanding shares of Common Stock (not including any shares
        of
        Common Stock held by the Person or Persons making or party to, or associated
        or
        affiliated with the Persons making or party to, such purchase, tender or
        exchange offer), or (iv) consummate a stock purchase agreement or other business
        combination (including, without limitation, a reorganization, recapitalization,
        spin-off or scheme of arrangement) with another Person whereby such other
        Person
        acquires more than the 50% of the outstanding shares of Common Stock (not
        including any shares of Common Stock held by the other Person or other Persons
        making or party to, or associated or affiliated with the other Persons making
        or
        party to, such stock purchase agreement or other business combination), or
        (v)
        reorganize, recapitalize or reclassify its Common Stock. A Fundamental
        Transaction shall not be deemed to include any of the transactions contemplated
        by the Stock Purchase Agreement between the Company and The Dow Chemical
        Company
        dated as of February 27, 2005 as amended prior to the Issuance Date, and
        not
        amended in any respect material to the Holders after the Issuance
        Date.

       

      (o)  "Options"
        means
        any rights, warrants or options to subscribe for or purchase shares of Common
        Stock or Convertible Securities.

       

      (p)  "Person"
        means
        an individual, a limited liability company, a partnership, a joint venture,
        a
        corporation, a trust, an unincorporated organization, any other entity and
        a
        government or any department or agency thereof.

       

      (q)  "Principal
        Market"
        means
        The Nasdaq SmallCap Market.

       

      (r)  "Successor
        Entity"
        means
        the Person formed by, resulting from or surviving any Fundamental Transaction
        or
        the Person with which such Fundamental Transaction shall have been entered
        into.

       

      [Signature
        Page Follows]

      


       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF,
        the
        Company has caused this Warrant to Purchase Common Stock to be duly executed
        as
        of the Issuance Date set out above.

      


                                      MILLENNIUM
        CELL
        INC.

      


      


      By: /s/
        John D. Giolli

      Name: John
        D.
        Giolli

      Title: Chief
        Financial Officer

      



      
        

 

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

      

      EXHIBIT
        A

      


      EXERCISE
        NOTICE

      TO
        BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

      WARRANT
        TO PURCHASE COMMON STOCK

      


      MILLENNIUM
        CELL INC.

      The
        undersigned holder hereby exercises the right to purchase _________________
        of
        the shares of Common Stock ("Warrant
        Shares")
        of
        Millennium Cell Inc., a Delaware corporation (the "Company"),
        evidenced by the attached Warrant to Purchase Common Stock (the "Warrant").
        Capitalized terms used herein and not otherwise defined shall have the
        respective meanings set forth in the Warrant.

      


      1.
        Form
        of Exercise Price. The Holder intends that payment of the Exercise Price
        shall
        be made as:

      


      ____________ a
        "Cash
        Exercise"
        with
        respect to _________________ Warrant Shares; and/or

      


      ____________ a
        "Cashless
        Exercise"
        with
        respect to _______________ Warrant Shares.

      


      2.
        Payment of Exercise Price. In the event that the holder has elected a Cash
        Exercise with respect to some or all of the Warrant Shares to be issued pursuant
        hereto, the holder shall pay the Aggregate Exercise Price in the sum of
        $___________________ to the Company in accordance with the terms of the
        Warrant.

      


      3.
        Delivery of Warrant Shares. The Company shall deliver to the holder __________
        Warrant Shares in accordance with the terms of the Warrant.

      


      4.
        Representations and Warranties. By delivery of this Notice of Exercise, the
        undersigned hereby represents and warrants to the Company that the
        representations and warranties of Section 11 of the Warrant are true and
        correct
        as of the date hereof as if they had been made on such date with respect
        to the
        Warrant Shares. The undersigned further acknowledges that the sale, transfer,
        assignment or hypothecation of the Warrant Shares to be issued upon exercise
        of
        this Warrant is subject to the terms and conditions set forth in the
        Warrant.

      


      Date:
        _______________ __, ______

      


      ________________________

      Name
        of
        Registered Holder

       

       

      By:         
        __________________________     

      Name:

      Title:

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
         

         

         

      



      EXHIBIT
        B

      


      


      


      ACKNOWLEDGMENT

      


      


      The
        Company hereby acknowledges this Exercise Notice and hereby directs American
        Stock Transfer & Trust Company to issue the above indicated number of shares
        of Common Stock in accordance with the Transfer Agent Instructions dated
        April
        25, 2005 from the Company and acknowledged and agreed to by American Stock
        Transfer & Trust Company.

      


      MILLENNIUM
        CELL INC.

      


      


      


      By:
        ___________________________________

      Name:

      Title:

      


      


      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
         

         

         

      



      EXHIBIT
        C

      


      ASSIGNMENT
        FORM

       

      


      (To
        assign the foregoing warrant, execute this form and supply required
        information.

      Do
        not
        use this form to exercise the warrant.)

      


       

      FOR
        VALUE
        RECEIVED _______________ hereby sells, assigns and transfers unto
        ____________________ the foregoing Warrant and all rights evidenced thereby,
        and
        does irrevocably constitute and appoint _____________________, attorney,
        to
        transfer said Warrant on the books of Millennium Cell Inc. (the “Company”).
        As a
        condition to this assignment, the Holder acknowledges that its assignee must
        deliver a written instrument to the Company that the representations and
        warranties of Section 11 of the Warrant are true and correct as of the date
        hereof as if they had been made by such assignee on such date with respect
        to
        the Warrant.

       

      


       

      Dated:_______________           Signature:____________________

       

       
        Address:______________________

       

            
        ______________________

       

      


       

      PARTIAL
        ASSIGNMENT

      


       

      FOR
        VALUE
        RECEIVED _______________ hereby assigns and transfers unto ____________________
        the right to purchase _______ shares of the common stock, par value $.001
        per
        share, of Millennium Cell Inc. (the “Company”),
        as
        set forth in the foregoing Warrant, and a proportionate part of said Warrant
        and
        the rights evidenced thereby, and does irrevocably constitute and appoint
        ____________________, attorney, to transfer that part of said Warrant on
        the
        books of the Company. As a condition to this assignment, the Holder acknowledges
        that its assignee must deliver a written instrument to the Company that
        the
        representations and warranties of Section 11 of the Warrant are true and
        correct
        as of the date hereof as if they had been made by such assignee on such date
        with respect to the Warrant.

       

      


       

      
        Dated:_______________           Signature:  ______________________

         

         
Address:
          ______________________

         

              
          ______________________

         

      

      


       

      NOTE:
        The
        signature to the Assignment Form must correspond with the name as it appears
        on
        the face of the Warrant, without alteration or enlargement or any change
        whatsoever, and must be guaranteed by a bank or trust company. Officers of
        corporations and those acting in a fiduciary or other representative capacity
        should file proper evidence of authority to assign the foregoing
        Warrant.