Exhibit 10.1 - Employee Agreement between Ronald Kelley and Gecko Energy Technologies,
      LLC


    Exhibit
      10.1

    


    EMPLOYMENT
      AGREEMENT

    


    


    Employment
      Agreement dated as of December 29, 2006 (this “Agreement”),
      by
      and between Gecko Energy Technologies, LLC, a Delaware limited liability company
      formerly known as M.C.E. Venture, L.L.C. (the “Company”),
      and
      Ronald J. Kelley, an individual residing in the State of New Jersey
      (“Executive”).

    


    In
      consideration of the employment of Executive by the Company and the mutual
      covenants set forth herein, and for other good and valuable consideration,
      the
      receipt and sufficiency of which are hereby acknowledged, the parties agree
      as
      follows:

    


    1.  Term.
      The
      Company agrees to employ Executive, and Executive accepts such employment,
      under
      and subject to all of the terms, conditions and provisions hereof, for the
      period commencing on the date hereof and ending on December 31, 2008, unless
      sooner terminated in accordance with the terms hereof (the “Employment
      Term”).
      At
      the end of the Employment Term, this Agreement shall renew automatically for
      additional one-month periods unless either party delivers to the other party
      thirty (30) days’ prior written notice of such party’s election that the
      Employment Term not be so renewed. If this Agreement is extended in accordance
      with the preceding sentence, the “Employment Term” shall be extended until the
      end of the applicable extension period.

     

    2.  Position
      and Duties.
      (a)
      During the Employment Term, Executive shall serve as the President of the
      Company and shall have the normal duties, responsibilities, functions and
      authorities customarily exercised by an executive with such title in a company
      of similar size and nature as the Company. In addition, during the Employment
      Term, Executive shall render such administrative, financial and other executive
      and managerial services to the Company which are consistent with Executive’s
      position as determined from time to time by the president (“President”)
      of
      Millennium Cell Inc., the sole member of the Company (“Parent”).

     

    (b) During
      the Employment Term, Executive shall report to the President (or any other
      executive of Parent designated by Parent) and shall devote his best efforts
      and
      his full business time and attention (except for permitted vacation periods
      and
      reasonable periods of illness or other incapacity) to the business and affairs
      of the Company. Executive shall diligently and faithfully perform his duties,
      responsibilities and functions to the Company hereunder to the best of his
      abilities in compliance in all material respects with the Company’s policies and
      procedures in effect from time to time and applicable law. During the Employment
      Term, Executive shall not serve as an officer or director of, or otherwise
      perform services for compensation for, any other entity, provided
      that
      Executive may serve as an officer or director of or otherwise participate in
      purely educational, welfare, social, religious and civic organizations so long
      as such activities do not materially interfere with the regular performance
      of
      Executive’s duties and responsibilities under this Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.  Compensation;
      Fringe Benefits.

     

    (a) During
      the Employment Term, as full and complete compensation for the services provided
      by Executive hereunder, Executive shall be entitled to an annual base salary
      equal to $144,000 (the “Base
      Salary”).
      The
      Base Salary shall be payable by the Company in regular installments in
      accordance with the Company’s general payroll practices applicable
      to senior executives (in
      effect from time to time) but in any event no less frequently than monthly.
      Base
      Salary may be adjusted upward from time to time during the Employment Term
      in
      the reasonable discretion of Parent, provided that any decrease in Executive’s
      compensation, or any other material amendment to this Agreement, shall require
      the consent of the Executive.

     

    (b) In
      addition to the Base Salary payable to Executive pursuant to this
      Section 3, Executive shall also be entitled to the following benefits
      during the Employment Term, unless otherwise modified (but not diminished,
      other
      than general “across the board” benefit reductions) by Parent:

     

    (i) participation
      in Parent’s retirement plans, health and welfare plans and disability insurance
      plans, under the terms of such plans and to the same extent and under the same
      conditions such participation and coverages are provided to other executives
      of
      the Company;

     

    (ii) prompt
      reimbursement of all reasonable out-of-pocket expenses incurred by Executive
      in
      carrying out his duties, responsibilities and functions under this Agreement,
      subject to presentation of reasonable documentation in accordance with the
      Company’s reimbursement policies; and

     

    (iii) four
      (4)
      weeks paid vacation each calendar year.

     

    4.  Termination.
      Unless
      earlier terminated in accordance with this Section 4, the Company shall
      continue to employ Executive and Executive shall remain employed by the Company
      during the entire Employment Term as set forth in Section 1.

     

    (a)  Accrued
      Obligations Upon Any Termination.
      In the
      case of any termination of Executive’s employment with the Company (including
      without limitation, Executive’s resignation and any election not to renew this
      Agreement in accordance with Section 1), Executive or his estate or legal
      representative, as applicable, shall be entitled to receive from the Company,
      to
      the extent not theretofore paid, (i) Executive’s Base Salary through the
      effective date of termination, (ii) the amount of any bonus, incentive
      compensation, deferred compensation and other compensation earned or accrued
      by
      Executive as of the effective date of termination under any compensation and
      benefit plans, programs or arrangements maintained in force by the Company,
      and
      (iii) any vacation pay, expense reimbursements and other cash entitlements
      accrued by Executive, in accordance with Company policy, as of the effective
      date of termination (collectively, the “Accrued
      Obligations”).

     

    (b)  Termination
      by the Company other than for Cause.
      In the
      event that the Company terminates Executive’s employment with the Company for
      any reason other than for “Cause” (as defined in Section 4(g)) or due to
      Executive’s Disability (as defined in Section 4(g)), Executive shall be
      entitled to a lump-sum cash payment, within thirty (30) days following the
      effective date of such termination (subject to receipt of the Release as
      provided below), equal to the sum of (i) the Accrued Obligations, and
      (ii) an amount equal to two (2) times Executive’s annual Base Salary
      (as in effect on the effective date of Executive’s termination). As a condition
      to the payment of any severance to Executive hereunder, Executive shall execute
      and deliver to the Company the “Release” in the form attached hereto as
Exhibit A.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Termination
      for Cause, Voluntary Resignation, Death or Disability, Election Not to
      Renew.
      In the
      event that (i) Executive’s employment with the Company is terminated (A) by
      the Company for Cause, (B) by Executive’s resignation from the Company for
      any reason or (C) as a result of Executive’s death or Disability, or
      (ii) either the Company or Executive elects not to renew this Agreement in
      accordance with Section 1, then Executive, or his estate or legal
      representatives, as applicable, shall be entitled only to the Accrued
      Obligations, payable in a lump-sum cash payment within thirty (30) days
      following the effective date of such termination.

     

    (d)  No
      Other Payments.
      Except
      as provided in (a), (b) or (c) above, all of Executive’s rights to salary,
      bonuses, employee benefits and other compensation hereunder which would have
      accrued or become payable after the termination or expiration of the Employment
      Term shall cease upon such termination or expiration, other than those expressly
      required under applicable law (such as COBRA).

     

    (e)  No
      Mitigation, No Offset.
      In the
      event of Executive’s termination of employment hereunder for whatever reason,
      Executive shall be under no obligation to seek other employment, and there
      shall
      be no offset against amounts due him under this Agreement or otherwise on
      account of any remuneration attributable to any subsequent employment or claims
      asserted by the Company or any Person which directly or indirectly through
      one
      or more intermediaries controls, or is controlled by, or is under common control
      with, the Company (each, an “Affiliate”);
      provided
      that
      this provision shall not apply with respect to any amounts that Executive owes
      the Company or any Affiliate on account of any loan, advance or other payment,
      in respect of any of which Executive is obligated to make repayment to the
      Company or any Affiliate.

     

    (f)  Definitions.
      For
      purposes of this Agreement, the following terms have the following
      meanings:

     

    (i)  “Cause”
means
      one or more of the following: (A) the conviction of Executive for, or an
      agreement by Executive to a plea of nolo
      contendere
      to,
      any
      felony or other crime involving moral turpitude; (B) Executive’s willful
      and continuing refusal to substantially perform duties as reasonably directed
      by
      the President under this or any other agreement (after receipt of written notice
      from the Parent setting forth such duties and responsibilities to be performed);
      (C) in carrying out his duties, Executive engages in conduct that
      constitutes gross neglect or gross misconduct which, in either case, results
      or
      could reasonably be expected to result in demonstrable harm to the business,
      operations, prospects or reputation of the Company; or (D) any
      other
      material breach of Section 5 of this Agreement.

     

    (ii)  “Disability”
shall
      be deemed the reason for the termination of Executive’s employment, if, as a
      result of Executive’s incapacity due to physical or mental disability or
      incapacity, Executive shall have been unable to substantially perform the
      essential duties, responsibilities and functions of his position with the
      Company for a period of six (6) consecutive months. At any time and from time
      to
      time, upon the reasonable request of the Company, Executive shall submit to
      reasonable medical examination for the purpose of determining the existence,
      nature and extent of any such Disability.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5.  Non-Competition;
      Non-Solicitation; Non-Disparagement; Corporate Opportunity.
      (a) In
      further consideration of the compensation to be paid to Executive hereunder,
      Executive acknowledges that during the course of his employment with the
      Company, he shall become familiar with the Company’s trade secrets and with
      other Confidential Information (as defined in this Agreement) concerning the
      Company and its Affiliates and that his services shall be of special, unique
      and
      extraordinary value to the Company and, therefore, Executive agrees that, during
      the Employment Term and for a period of one (1) year thereafter (the
“Restricted
      Period”),
      he
      shall not directly or indirectly own any interest in, manage, control,
      participate in, consult with, render services for, be employed in an executive,
      managerial or administrative capacity by, or in any manner engage in any company
      engaged in a business which competes with the businesses of the Company or
      its
      Affiliates, as such businesses exist or are in process during the Employment
      Term or on the date of the termination or expiration of the Employment Term,
      within any geographical area in which the Company or its Affiliates engage
      or
      have definitive plans to engage in such businesses. Nothing in this
      Section 5(a) shall prohibit Executive from being a passive owner of not
      more than 2% of the outstanding stock of any class of a corporation which is
      publicly traded, so long as Executive has no active participation in the
      business of such corporation.

     

    (b) During
      the Restricted Period, other than in the course of Executive’s performance of
      his duties, responsibilities and functions hereunder on behalf of the Company,
      Executive shall not for any reason, directly or indirectly through another
      Person, (i) induce or attempt to induce any officer, director, employee,
      contractor, consultant or advisor (collectively, “Personnel”)
      of the
      Company or any of its Affiliates to end or terminate its relationship with
      the
      Company or such Affiliate, or in any way interfere with the relationship between
      the Company or such Affiliate and any of their Personnel, (ii) knowingly
      hire or assist a third party in hiring, or solicit for hire, any member of
      the
      Personnel of the Company or any of its Affiliates until six (6) months
      after such individual’s relationship with the Company and/or such Affiliate has
      been terminated or (iii) induce or attempt to induce any client, customer,
      supplier, vendor, licensor, licensee or other business relation of the Company
      or any of its Affiliates to cease doing business with the Company or such
      Affiliate, or in any way interfere with the relationship between any such
      client, customer, supplier, vendor, licensor, licensee or business relation
      and
      the Company or such Affiliate.

     

    (c) During
      the Restricted Period, Executive agrees not to make any disparaging comment
      or
      statement about the Company, any of its Affiliates, or any of the Company’s
      products or technology, whether or not true, including but not limited to,
      comments which could adversely affect the conduct of the business of the Company
      or its Affiliates, or any of their respective plans, prospects, business names
      or reputations.

     

    (d) During
      the Employment Term, Executive shall submit to the Company and Parent all
      business, commercial and investment opportunities or offers presented to
      Executive that relate to the business of planar fuel cell technology
      (“Corporate
      Opportunities”),
      if
      Executive wishes to accept or pursue, directly or indirectly, such Corporate
      Opportunities on Executive’s own behalf. This Section shall not apply to
      purchases of publicly traded stock by Executive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    6.  Confidential
      Information.
      (a)
      Executive recognizes and acknowledges that the products, services and
      technology, both current and under development, promotion and marketing
      programs, lists, trade secrets and other confidential and Proprietary
      Information (as defined below) of the Company or any of its Affiliates (all
      the
      foregoing is referred to herein as the “Confidential
      Information”),
      are
      valuable, special and unique assets of the Company’s and its Affiliates’
businesses, the access to and knowledge of which are essential to the
      performance of the duties of Executive hereunder. Executive agrees that during
      the Employment Term and at all times thereafter, he will not, in whole or in
      part, without the prior written consent of the Company, (x) use any
      Confidential Information for his own benefit and purposes or for the benefit
      of
      any Person except the Company, under any circumstances, or (y) disclose,
      publish or make available any Confidential Information to any Person for any
      reason or purpose whatsoever, except as required in connection with Executive’s
      duties to the Company and except to the Company’s Personnel and similar
      representatives who are aware of the confidential nature thereof and are bound
      by a duty of confidentiality with respect thereto. Notwithstanding the
      foregoing, Executive may disclose (i) information in the public domain not
      as a
      result of a breach of this Agreement, (ii) information lawfully received from
      a
      third party who had the right to disclose such information and was not violating
      an obligation to the Company in connection therewith and (iii) information,
      other than Proprietary Information, learned through Executive’s own independent
      skill, knowledge, know-how and experience to whatever extent and in whatever
      way
      Executive wishes, in each case consistent with Executive’s obligations under
      this Agreement. 

     

    (b) In
      the
      event that Executive is requested or required (by oral questions, deposition,
      interrogatories, requests for information or documents, subpoena, civil
      investigative demand or other process) to disclose all or any part of any
      Confidential Information, Executive shall provide the Company with prompt notice
      of such request or requirement so that the Company may seek an appropriate
      protective order or waive compliance with the provisions of this Section 6,
      as well as notice of the terms and circumstances surrounding such request or
      requirement. In any such case, Executive shall discuss with the Company the
      advisability of pursuing any such order or other legal action or available
      steps
      to resist or narrow such request or requirement. If, failing the entry of a
      protective order or the receipt of a waiver hereunder, Executive is legally
      compelled to disclose Confidential Information, Executive may disclose that
      portion of the Confidential Information which Executive is legally compelled
      to
      disclose. In any event, Executive shall use reasonable efforts to cooperate
      with
      the Company’s efforts to obtain and shall not oppose action by the Company to
      obtain, an appropriate protective order or other reliable assurance that
      confidential treatment will be accorded the disclosure of such
      information.

     

    (c) Upon
      written notice by the Company, Executive shall promptly redeliver to the
      Company, or, if requested by the Company, promptly destroy, all written,
      electronic or otherwise tangible Confidential Information of the Company and
      any
      other written, electronic or otherwise tangible material containing any
      information included in the Confidential Information of the Company (whether
      prepared by the Company or a third party), and will not retain any copies,
      extracts or other reproductions in whole or in part of such written Confidential
      Information of the Company (and upon request certify such redelivery or
      destruction to the Company in a written instrument reasonably acceptable to
      the
      Company and its counsel). 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Ownership
      of Proprietary Information.
      Executive acknowledges and agrees that all information that has been created,
      discovered or developed by the Company or its subsidiaries, Affiliates,
      licensors, licensees, strategic partner, successors or assigns (collectively,
      the “Developers”)
      (including, without limitation, information relating to the development of
      the
      Company’s business created, discovered, developed or made known to the Company
      or its Affiliates by Executive during the Employment Term and information
      relating to the Company’s or a Developer’s customers, suppliers and consultants)
      and/or in which property rights have been assigned or otherwise conveyed to
      the
      Company or such Developer, shall be the sole property of the Company or such
      Developer, as applicable, and the Company or such Developer, as applicable,
      shall be the sole owner of all patents, patent rights, licenses and other
      proprietary rights in connection therewith, including, but not limited to,
      the
      right to file applications for statutory protection. All of the aforementioned
      information is hereinafter called “Proprietary
      Information”.
      By way
      of illustration, but not limitation, Proprietary Information includes trade
      secrets, processes, discoveries, structures, designs, ideas, works of
      authorship, copyrightable works, trademarks, copyrights, formulas, data,
      know-how, show-how, improvements, inventions, product concepts, techniques,
      marketing plans, strategies, forecasts, blueprints, sketches, records, notes,
      devices, drawings, customer lists, patent applications, continuation
      applications, continuation-in-part applications, file wrapper continuation
      applications and divisional applications and information about Personnel
      (including, without limitation, the compensation, responsibility and performance
      of such Personnel).

     

    8.  Disclosure
      and Ownership of Inventions.
      (a)
      During the Employment Term, Executive agrees that he will promptly disclose
      to
      the Company, or any Person designated by the Company, any and all Proprietary
      Information made or conceived or reduced to practice or learned by Executive
      in
      connection with Executive’s duties, responsibilities and functions hereunder,
      either alone or jointly with others, during the Employment Term (collectively,
      “Inventions”).
      

     

    (b) Executive
      agrees that all Inventions shall be the sole property of the Company to the
      maximum extent permitted by applicable law and to the extent permitted by law
      shall be “works made for hire” as that term is defined in the United States
      Copyright Act (17 USCA, Section 101). To the extent that any Inventions are
      not
      deemed “works made for hire”, Executive hereby agrees to assign such Invention
      to the Company. The Company shall be the sole owner of all patents, copyrights,
      trademarks, trade secret rights and other intellectual property or other rights
      in connection therewith. Executive hereby agrees to assign to the Company all
      right, title and interest Executive may have or acquire in all Inventions.
      Executive further agrees to assist the Company in every proper way (but at
      the
      Company’s expense) to obtain and from time to time enforce patents, copyrights,
      trademarks or other rights on said Inventions in any and all countries, and
      to
      that end Executive will execute all documents necessary:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    (i) to
      apply
      for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights, trademarks or other analogous
      protection in any country throughout the world and when so obtained or vested
      to
      renew and restore the same; and

     

    (ii) to
      defend
      any opposition proceedings in respect of such applications and any opposition
      proceedings or petitions or applications for revocation of such letters patent,
      copyright, trademark or other analogous protection.

    


    (c) Executive’s
      obligation to assist the Company in obtaining and enforcing patents, copyrights
      and trademarks for the Inventions in any and all countries shall continue beyond
      the Employment Term, provided that such assistance will not require an
      unreasonable amount of Executive’s time. The Company agrees to compensate
      Executive at a reasonable rate after the expiration of the Employment Term
      for
      time actually spent by Executive at the Company’s request in connection with
      such assistance.

     

    9.  Injunction.
      Executive agrees that his failure to perform the obligations provided by
      Sections 5 and 6 of this Agreement will result in material irreparable injury
      to
      the Company for which there is no adequate remedy at law and that it will not
      be
      possible to measure damages for such injuries precisely. Accordingly, Executive
      agrees that if he breaches, or proposes to breach, any portion of Sections
      5 and
      6 of this Agreement, the Company shall be entitled, in addition to all other
      remedies that it may have and without the posting of a bond or other security,
      to a temporary restraining order and/or an injunction, specific performance
      or
      other appropriate equitable relief to restrain any such breach without showing
      or proving any actual damage to the Company.

     

    10.  Acknowledgment;
      Enforceability.
      Executive hereby acknowledges that the type and periods of restriction imposed
      in the provisions of this Agreement are fair and reasonable and are reasonably
      required for the protection of the Company’s Proprietary Information,
      Confidential Information and the goodwill associated with the Company’s
      business. Executive hereby further acknowledges that the provisions of this
      Agreement shall be enforced to the fullest extent permissible under the laws
      and
      public policies applied in each jurisdiction in which enforcement is sought.
      Accordingly, if any portion or provision of this Agreement is to any extent
      declared illegal, invalid or unenforceable by a court of competent jurisdiction,
      then this Agreement shall be deemed amended to modify or delete therefrom the
      portion thus declared illegal, invalid or unenforceable, and the remainder
      of
      this Agreement, or the application of such portion or provision in circumstances
      other than those as to which it is so declared illegal, invalid or
      unenforceable, will not be affected thereby, and each portion and provision
      of
      this Agreement shall be valid and enforceable to the fullest extent permitted
      by
      law. In the event that any provision of this Agreement is determined by any
      court of competent jurisdiction to be unenforceable by reason of excessive
      scope, geographic area, or temporal or functional coverage, such provision
      will
      be deemed to extend only over the maximum scope, geographic area or temporal
      and
      functional coverage as to which it may be enforceable, and the court shall
      revise the restriction contained in this Agreement to cover such maximum scope,
      geographic area and temporal and functional coverage. Any provision of this
      Agreement which is prohibited or unenforceable in any jurisdiction shall, as
      to
      such jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11.  Indemnification
      of Executive.

     

    (a)  The
      Company agrees that (i) if Executive is made a party, or is threatened to be
      made a party, to any threatened or actual action, suit or proceeding, whether
      civil, criminal, administrative, investigative, appellate or other (each, a
      “Proceeding”)
      by
      reason of the fact that he is or was a director, officer, employee, agent,
      manager, consultant or representative of the Company or is or was serving at
      the
      request of the Company as a director, officer, member, employee, agent, manager,
      consultant or representative of another entity or (ii) if any claim,
      demand, request, investigation, dispute, controversy, threat, discovery request
      or request for testimony or information
      (each, a
“Claim”)
      is
      made, or threatened to be made, that arises out of or relates to Executive’s
      service in any of the foregoing capacities, then Executive shall promptly be
      indemnified and held harmless by the Company to the fullest extent legally
      permitted or authorized by the Company’s organization documents or resolutions
      of Parent in its capacity as the sole member of the Company or, if greater,
      by
      the laws of the State of New York, against any and all costs, expenses,
      liabilities and losses (including, without limitation, attorney’s fees,
      judgments, interest, expenses of investigation, penalties, fines, ERISA excise
      taxes or penalties and amounts paid or to be paid in settlement) incurred or
      suffered by Executive in connection therewith, and such indemnification shall
      continue as to Executive even if he has ceased to be a director, member,
      employee, agent, manager, consultant or representative of the Company or other
      entity and shall inure to the benefit of Executive’s heirs, executors and
      administrators. The Company shall advance to Executive all costs and expenses
      incurred by him in connection with any such Proceeding or Claim within
      fifteen (15) days after receiving written notice requesting such an
      advance. Such notice shall include, to the extent required by applicable law,
      an
      undertaking by Executive to repay the amount advanced if he is ultimately
      determined by a court of competent jurisdiction not to be entitled to
      indemnification against such costs and expenses.

     

    (b)  Neither
      the failure of the Company (including independent legal counsel or Parent as
      its
      sole member) to have made a determination in connection with any request for
      indemnification or advancement under Section 11(a) that Executive has
      satisfied any applicable standard of conduct, nor a determination by the Company
      (including independent legal counsel or Parent as its sole member) that
      Executive has not met any applicable standard of conduct, shall create a
      presumption that Executive has or has not met an applicable standard of
      conduct.

     

    12.  Miscellaneous.

     

    (a)  Withholdings.
      The
      Company shall be entitled to deduct or withhold from any amounts owing from
      the
      Company to Executive any federal, state, local or foreign withholding taxes,
      excise tax, or employment taxes (“Taxes”)
      imposed with respect to Executive’s compensation or other payments from the
      Company. In the event the Company does not make such deductions or withholdings
      at the written request of Executive, Executive shall indemnify the Company
      and
      its Affiliates for any amounts paid with respect to any such Taxes, together
      with any interest, penalties and related expenses thereto.

     

    (b)  Notices.
      Any
      notice, communication or request provided for in this Agreement shall be in
      writing and shall be either personally delivered (with a written acknowledgement
      of receipt), sent by facsimile (with receipt confirmation), sent by nationally
      recognized overnight courier service (with a written acknowledgement of receipt
      by the overnight courier) or mailed by certified or registered mail, return
      receipt requested, to the Company at One Industrial Way West, Eatontown, NJ
      07724, Facsimile: (732) 542-4010, or to Executive at the most recent address
      of
      Executive as set forth in the books and records of the Company, or in each
      case
      to such other address as shall be provided in writing to the other party. Any
      notice, communication or request under this Agreement shall be deemed effective
      upon personal delivery against receipt therefor; one (1) day after being
      sent by overnight courier; or three (3) days after being mailed by
      registered or certified mail, postage prepaid, and properly addressed to the
      party to be notified.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Entire
      Agreement.
      This
      Agreement and those documents expressly referred to in this Agreement contain
      the entire understanding between the parties concerning the subject matter
      contained in this Agreement. There are no representations, agreements,
      arrangements or understandings, oral or written, between the parties hereto,
      relating to the subject matter of this Agreement, that are not fully expressed
      in this Agreement or in those documents expressly referred to in this
      Agreement.

     

    (d)  Successors
      and Assigns; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the beneficiaries,
      heirs and representatives of Executive and the successors and assigns of the
      Company. The rights and obligations of the Company under this Agreement shall
      be
      transferable to any successor thereto. Executive may not assign his rights
      (except by will or the laws of descent and distribution) or delegate his duties
      or obligations hereunder. Except as provided by this Section, this Agreement
      is
      not assignable by any party and no payment to be made hereunder shall be subject
      to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance
      or
      other charge.

     

    (e)  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York (without regard to such State’s conflict of laws
      doctrines).

     

    (f)  Submission
      to Jurisdiction.
      Any and
      all suits, legal actions or proceedings against any party hereto arising out
      of
      this Agreement shall be brought in any United States federal court sitting
      in
      the State of New York or any other court of appropriate jurisdiction sitting
      in
      the State of New York, as the party bringing such suit may elect in its sole
      discretion, and each party hereby submits to and accepts the exclusive
      jurisdiction of such courts for the purpose of such suit, legal action or
      proceeding, each party hereto waives personal service of any summons, complaint
      or other process and agrees that service thereof may be made by certified or
      registered mail. Each party hereto hereby irrevocably waives any objection
      which
      it may now hereafter have to the laying of venue of such suit, legal action
      or
      proceeding in any such court and hereby further waives any claim that any such
      suit, legal action or proceeding brought in any such court has been brought
      in
      an inconvenient forum.

     

    (g)  No
      Waiver of Rights; Remedies Cumulative.
      No
      failure or delay on the part of any party in the exercise of any power or right
      hereunder shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such power or right preclude other or further exercise thereof
      or of any other right or power. The waiver by any party or parties hereto of
      a
      breach of any provision of this Agreement shall not operate or be construed
      as a
      waiver of any other or subsequent breach hereunder. No remedy conferred upon
      either party by this Agreement is intended to be exclusive of any other remedy,
      and each and every such remedy shall be cumulative and shall be in addition
      to
      any other remedy given hereunder or now or hereafter existing at law or in
      equity. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (h)  Construction.
      The
      language used in this Agreement shall be deemed to be the language chosen by
      the
      parties hereto to express their mutual intent, and no rule of strict
      construction shall be applied against any party. Whenever used in this
      Agreement, the masculine or neuter gender shall include the masculine, feminine
      or neuter gender. The headings of the Sections of this Agreement have been
      inserted for purposes of convenience and shall not be used for interpretive
      purposes.

     

    (i)  Amendments
      and Waivers.
      The
      parties hereto may, by written agreement signed by the parties, modify any
      of
      the covenants or agreements or modify the time for the performance of any of
      the
      obligations contained in this Agreement or in any document delivered pursuant
      to
      this Agreement. Any party hereto may waive, by written instrument signed by
      such
      party, compliance by the other party, with any of the other party’s obligations
      contained in this Agreement. 

     

    (j)  Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but both of which together shall constitute one and
      the same instrument.

     

    (k)  Executive
      Acknowledgment.
      Executive hereby acknowledges that he has reviewed this Agreement in its
      entirety, has had an opportunity to obtain the advice of counsel prior to
      executing this Agreement and fully understands all provisions of this Agreement.
      

     

    (l)  Survival
      of Provisions.
      Notwithstanding anything in this Agreement to the contrary, the following
      provisions of this Agreement shall survive the termination of this
      Agreement:  Sections 4 through 12(a) - (i) and all other terms and
      provisions of this Agreement that by their nature extend beyond the termination
      of this Agreement.

     

    [Signature
      Page Follows]

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Employment
      Agreement as of the day and year first set forth above.

    


    


    Gecko
      Energy Technologies, LLC

    By:
      Millennium Cell Inc., its sole member

    


    By: /s/
      John D. Giolli

    Name:
      John D. Giolli

    Title:
      Chief Financial Officer

    


    


    /s/
      Ronald J. Kelley

    Ronald
      J.
      Kelley

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    





    EXHIBIT
      A

     

    RELEASE

     

    In
      consideration of the payments (the “Severance Payment”) to be paid to me in
      accordance with Section 4(b) of my Employment Agreement with Gecko Energy
      Technologies, LLC (the “Company”) dated December 29, 2006 (the “Agreement”), on
      behalf of myself, and my heirs, executors, administrators, successors, and
      assigns, I hereby fully and forever RELEASE and DISCHARGE Gecko Energy
      Technologies, LLC, its affiliates and their respective officers, directors,
      agents, employees, representatives, successors and assigns (hereinafter,
      collectively called the “Company”), from any and all claims and causes of action
      arising out of or relating in any way to my employment with the Company,
      including, but not limited to, the offer of employment and termination of my
      employment, and I agree that I will not in any manner institute, prosecute
      or
      pursue any complaints, claims, charges, liabilities, claims for relief, demands,
      suits, actions or causes of action against the Company that are covered by
      this
      RELEASE. 

     

    Notwithstanding
      the foregoing, expressly excluded from this RELEASE are any claims or causes
      of
      action which I may have (i) seeking enforcement of my rights under the
      Agreement, including, without limitation, Section 4 thereof, or any other
      plan, policy or arrangement of the Company, (ii) seeking to obtain contribution
      as permitted by applicable law in the event of the entry of judgment against
      me
      as a result of any act or failure to act for which both I and the Company are
      held to be jointly liable, (iii) arising out of or relating in any way to acts
      or omissions after the date of this RELEASE or otherwise not covered by this
      RELEASE, and (iv) which cannot be waived by applicable law. I shall also retain
      the right to seek indemnification from the Company, to the extent permitted
      under applicable law and Section 11 of the Agreement.

     

    1.
      I
      understand and agree that, except as specifically provided above, this RELEASE
      is a full and complete waiver of all claims relating to my employment with
      the
      Company, including, but not limited to, claims of wrongful discharge, breach
      of
      contract, breach of the covenant of good faith and fair dealing, violation
      of
      public policy, defamation, personal injury and emotional distress, claims under
      Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act
      of
      1991, the Age Discrimination in Employment Act of 1967, as amended by the Older
      Workers Benefit Protection Act of 1990, the Americans With Disabilities Act,
      the
      Rehabilitation Act of 1973, as amended, the Equal Pay Act of 1963, Section
      1981
      of the Civil Rights Act of 1866, any of the New York State employment laws,
      the
      Fair Labor Standards Act of 1938, as amended, the Family and Medical Leave
      Act
      of 1993, and the Employee Retirement Income Security Act of 1974, as amended,
      and claims arising from any legal restrictions on the Company’s right to
      terminate employees (including, without limitation, claims arising under various
      contract, tort, public policy or wrongful discharge theories under any federal,
      state or local law, or under the federal Worker Adjustment and Retraining
      Notification Act of 1988, as amended, or any similar state or local
      law).

     

    2.
      I
      understand that I have received or will receive, regardless of the execution
      of
      this RELEASE, the Accrued Obligations (as defined in Section 4(a) of the
      Agreement). I further understand and agree that the Company will not pay me
      the
      Severance Payment unless I execute this RELEASE. In consideration of the
      execution of this RELEASE, I will be entitled to receive the Severance Payment
      in accordance with the applicable terms of Section 4 of the
      Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
      In
      addition, and in further consideration of the foregoing, I acknowledge and
      agree
      that if I hereafter discover facts different from or in addition to those which
      I now know or believe to be true that this RELEASE shall be and remain effective
      in all respects notwithstanding such different or additional facts or the
      discovery thereof. I understand that this RELEASE does not waive or release
      any
      rights or claims (i) that I may have under the Age Discrimination in
      Employment Act of 1967, as amended, which arise after the date I sign this
      RELEASE or (ii) arising out of any willful fraudulent act or omission of
      the Company, whether occurring before or after the date I sign this RELEASE.
      

     

    4.
      As
      part of my existing and continuing obligation to the Company, I have returned
      or, within seven (7) days of my termination will return to the Company all
      Confidential Information (as defined in Section 6(a) of the Agreement) in
      accordance with the terms of the Agreement. I affirm my obligation to keep
      all
      Confidential Information confidential and not to use it or disclose it to any
      third party as required by Section 6 of the Agreement.

     

    5.
      I
      agree not to disclose, either directly or indirectly, any information whatsoever
      regarding (i) any of the terms or the existence of this RELEASE and my
      benefits under the Agreement or (ii) any other claim I may have against the
      Company, to any person or entity, including but not limited to members of the
      press and media, present and former employees of the Company, companies who
      do
      business with the Company, or other members of the public. Notwithstanding
      the
      preceding sentence, I may reveal such terms of this RELEASE and the Severance
      Payment to my spouse, accountants or attorneys or as are necessary to comply
      with a request made by the Internal Revenue Service, as otherwise compelled
      by a
      court or agency of competent jurisdiction, as allowed and/or required by
      law.

     

    6.
      This
      RELEASE shall be governed by the laws of the State of New York.

     

    7.
      This
      RELEASE contains the entire agreement between the Company and me with respect
      to
      any matters referred to in the RELEASE and shall supersede any all other
      agreements, whether written or oral, with respect to such matters. I understand
      and agree that this RELEASE shall not be deemed or construed at any time as
      an
      admission of liability or wrongdoing by either myself or the Company.
      Notwithstanding the foregoing, it is understood and agreed that my termination
      will be treated for all purposes as a termination [without Cause/under Section
      4(d)] under the Agreement and that I shall be entitled to all payments and
      benefits under the Agreement consistent with such a termination.

     

    8.
      If any
      one or more of the provisions contained in this RELEASE is, for any reason,
      held
      to be unenforceable, that holding will not affect any other provision of this
      RELEASE, but, with respect only to the jurisdiction holding the provision to
      be
      unenforceable, this RELEASE shall then be construed as if such unenforceable
      provision or provisions had never been contained in this RELEASE.

     

    9.
      Before
      executing this RELEASE, I obtained sufficient information to intelligently
      exercise my own judgment about the terms of the RELEASE. The Company has
      informed me in writing to consult an attorney before signing this RELEASE,
      if I
      wish.

     

    I
      also
      understand for a period of fifteen (15) days after I sign this RELEASE, I may
      revoke this RELEASE and that the RELEASE will not become effective until fifteen
      (15) days after I sign it, and only then if I do not revoke it. In order to
      revoke this RELEASE, I must deliver, or cause to be delivered, to MCE Ventures,
      LLC, One Industrial Way West, Eatontown, NJ 07724, Facsimile: (732) 542-4010,
      by
      First Class mail, overnight courier or facsimile, by no later than fifteen
      (15)
      days after I execute this RELEASE, a letter stating that I am revoking
      it.

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    10.
      My
      severance and other benefits under the Agreement will be paid in accordance
      with
      the terms of the Agreement. If I choose to revoke this RELEASE within fifteen
      (15) days after I sign it, such benefits will not be due and payable, and the
      RELEASE will have no effect. 

     

    11.
      A
      failure to comply with the terms of this RELEASE (except as set forth below),
      including, but not limited to, my agreement not to institute, prosecute or
      pursue any complaints, claims, charges, liabilities, claims for relief, demands
      suits or causes of actions against the Company or a material and willful failure
      to comply with the terms of Sections 4 and 5 of this RELEASE will, result in
      my
      forfeiture of the Severance Payment.

     

    


     

    EMPLOYEE’S
      ACCEPTANCE OF RELEASE

     

    BEFORE
      SIGNING MY NAME TO THIS RELEASE, I STATE THAT: I HAVE READ IT; I UNDERSTAND
      IT
      AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS; I AM AWARE OF MY RIGHT TO CONSULT
      WITH AN ATTORNEY BEFORE SIGNING IT; AND I HAVE SIGNED IT KNOWINGLY AND
      VOLUNTARILY. EXCEPT FOR THE MATTERS EXPRESSLY STATED IN THIS RELEASE, THE
      COMPANY HAS NEITHER MADE ANY REPRESENTATION NOR OFFERED ME ANY INDUCEMENT TO
      SIGN THIS RELEASE.

    


     

    By:________________________________

     

     

     

    Date:
      December 29, 2006

     

    


     

    Agreed
      to
      and accepted:

     

     

    Gecko
      Energy Technologies, LLC

     

    By:
      Millennium Cell Inc., its sole member

     

    


     

    By:________________________________

    Name:

    Title:

    


    


    
      
         

      

      
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