Exhibit 10.4 - Target Termination Agreement


     

    Exhibit
      10.4

     

     

    TARGET
      TERMINATION AGREEMENT

     

     

    This
      Target Termination Agreement (this Agreement”)
      is
      entered into as of December 29, 2006 by and among Millennium Cell Inc., a
      Delaware corporation (“MCEL”),
      Gecko
      Energy Technologies, Inc., a Delaware corporation (“Gecko”),
      Ronald J. Kelley, an individual residing in the State of New Jersey
      (“RJK”),
      and
      Steven D. Pratt, an individual residing in the State of New Jersey
      (“SDP”).
      Each
      of MCEL, Gecko, RJK and SDP is referred to herein as a “Party”
and,
      collectively, the “Parties.”

     

     

    R
      E C I T
      A L S:

     

     

    A. MCEL
      and
      Gecko are parties to that certain Joint Development Agreement, dated as of
      February 15, 2006 (the “JDA”),
      whereby MCEL and Gecko agreed to jointly develop planar fuel cell products
      and
      systems; 

     

    B. In
      connection with the JDA, on February 15, 2006, MCEL and Gecko entered into
      a
      Stock Purchase Agreement (the “SPA”),
      whereby Gecko agreed to sell to MCEL and MCEL agreed to purchase from Gecko,
      shares of Gecko’s common stock, no par value per share (“Gecko
      Common Stock”);

     

    C. In
      connection with the SPA, on February 15, 2006, MCEL, Gecko, RJK and SDP entered
      into a Stockholders Agreement (the “SA”)
      relating to the voting and transfer of Gecko Common Stock;

     

    D. On
      the
      date hereof, MCEL, M.C.E. Venture, L.L.C., a Delaware limited liability company
      and a wholly-owned subsidiary of MCEL (“Merger
      Sub”),
      and
      Gecko, RJK and SDP have entered into an Agreement and Plan of Merger (the
“Merger
      Agreement”),
      whereby MCEL will acquire Gecko in a merger of Gecko with and into Merger Sub
      (the “Merger”);

     

    E. 
      Effective as of the effective time of the Merger (the “Effective
      Time”)
      and
      subject to the terms set forth herein, each of MCEL and Gecko desire to
      terminate each of the JDA and the SPA; and

     

    F. Effective
      as of the Effective Time and subject to the terms set forth herein, each of
      MCEL, Gecko, RJK and SDP desire to terminate the SA.

     

    NOW,
      THEREFORE, the Parties hereby agree as follows: 

     

    1. Terminations.
      

     

    (a) MCEL
      and
      Gecko hereby agree that as of the Effective Time, each of the JDA and the SPA
      shall be terminated and of no further force or effect. For the avoidance of
      doubt, MCEL and Gecko hereby acknowledge and agree to terminate all provisions
      of the JDA and the SPA, including those provisions which, by the terms of the
      JDA and/or the SPA, would otherwise survive a termination of the JDA, in each
      case in a manner such that, as of the Effective Time, neither MCEL nor Gecko
      shall have any rights or obligations whatsoever under the JDA. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Each
      Party hereby agrees that as of the Effective Time, the SA shall be terminated
      and of no further force or effect.   

     

    2.
       Releases.

     

    (a) Except
      for claims arising under the terms of this Agreement, each Party, on behalf
      of
      itself and its agents, trustees, directors, officers, employees,
      representatives, successors and assigns (together, the “Releasing
      Parties”)
      for
      and in consideration of the Parties’ agreement to effect the terminations
      described in Sections 1 and 2 hereof, hereby knowingly and voluntarily releases
      and discharges each other Party, together with its subsidiaries, affiliates,
      past, present and future stockholders, managers, members, partners, officers,
      directors, employees, agents and consultants, and their respective heirs,
      executors, administrators, agents, trustees, employees, representatives,
      successors, transferees or assignees, and any other person or entity acting
      on
      their behalf (collectively, the “Releasees”)
      from
      (and covenants not to institute, pursue or participate in any complaint, action,
      suit, arbitration or other proceeding against the Releasees relating to) any
      and
      all actions, causes of action, suits, debts, dues, sums of money, accounts,
      reckonings, bonds, bills, specialties, covenants, contracts, controversies,
      agreements, promises, variances, trespasses, damages, judgments, executions,
      liabilities, costs, expenses, losses, claims and demands of any kind or
      character whatsoever, in law, admiralty or equity (collectively, “Claims”),
      from
      the beginning of the world to the day of the date of this Agreement, whether
      presently known or unknown, asserted or unasserted, which the Releasing Parties
      ever had, now have or hereafter can, shall or may have against the Releasees
      arising out of or by reason of the JDA, the SPA and/or the SA, the transactions
      contemplated thereby and the termination thereof.

     

    3. IP
      Assignment Agreement.
      For the
      avoidance of doubt, nothing contained in this Agreement shall modify, limit
      or
      otherwise restrict the transactions contemplated by that certain IP Assignment
      Agreement dated December 29, 2006 by and among Target and the Selling
      Stockholders (as assignors) and Merger Sub (as assignee), including, without
      limitation, the assignment by Target and the Selling Stockholders of the
      Assignor Intellectual Property to Merger Sub. 

     

    4. Due
      Authorization; Successors.
      Each
      Party represents and warrants that it has the power and authority to execute
      and
      deliver this Agreement and that this Agreement has been duly authorized and
      constitutes a valid and binding agreement of such Party, enforceable in
      accordance with its terms. This Agreement shall be binding upon the respective
      successors in interest of the Parties hereto and shall inure to the benefit
      of,
      and be enforceable by, the respective successors in interest of the Parties
      hereto.

     

    5. Governing
      Law.
      This
      Agreement and any dispute arising hereunder or in connection with the matters
      contemplated hereby, whether in contract, tort or otherwise, shall be governed
      in all respects by the internal laws of the State of New York,
      without
      giving effect to New York principles or rules of conflict of laws to the extent
      such principles or rules would require or permit the application of the laws
      of
      another jurisdiction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6. Counterparts.
      This
      Agreement may be executed by facsimile and in one or more counterparts, each
      of
      which shall be deemed an original copy of this Agreement, and all of which,
      taken together, shall be deemed to constitute one and the same
      agreement.

     

    IN
      WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
      the
      date first above written.

     

    


     

    MILLENNIUM
      CELL INC.

    


    


    
      	 	
              By:

            	
              /s/
                Adam Briggs

            	 


    

    
      	 	 	
              Name:
                Adam Briggs

            


    

    
      	 	 	
              Title:
                President

            


    

    


    


    GECKO
      ENERGY TECHNOLOGIES, INC.

    


    


    
      	 	
              By:

            	
              /s/
                Ronald J. Kelley

            	 


    

    
      	 	 	
              Name:
                Ronald J. Kelley

            


    

    
      	 	 	
              Title:
                President

            


    

    


    


    /s/
      Ronald J. Kelley

    RONALD
      J.
      KELLEY

    


     

    /s/
      Steven D. Pratt

    STEVEN
      D.
      PRATT