Exhibit 10.5 - Consulting Termination Agreement


     

    Exhibit
      10.5

     

     

    CONSULTING
      TERMINATION AGREEMENT

     

     

    This
      Consulting Termination Agreement (this Agreement”)
      is
      entered into as of December 29, 2006 by and among Millennium Cell Inc., a
      Delaware corporation (“MCEL”),
      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, 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
      RJK are parties to that certain Consulting Agreement, dated as of December
      15,
      2005 and amended on February 15, 2006 (the “RJK
      Consulting Agreement”),
      whereby MCEL retained the services of RJK as a consultant to MCEL in exchange
      for restricted shares of common stock of MCEL, par value $0.001 per share
      (“MCEL
      Common Stock”);
      

     

    B. MCEL
      and
      SDP are parties to that certain Consulting Agreement, dated as of December
      15,
      2005 and amended on February 15, 2006 (the “SDP
      Consulting Agreement”),
      whereby MCEL retained the services of SDP as a consultant to MCEL in exchange
      for restricted shares of MCEL Common Stock;

     

    C. On
      the
      date hereof, MCEL, M.C.E. Venture, L.L.C., a wholly-owned subsidiary of MCEL
      (“Merger
      Sub”),
      and
      Gecko Energy Technologies, Inc. (“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”);

     

    D. Effective
      as of January 2, 2007 and subject to the terms set forth herein, each of MCEL
      and RJK desire to terminate the RJK Consulting Agreement; and

     

    E. Effective
      as of January 2, 2007 and subject to the terms set forth herein, each of MCEL
      and SDP desire to terminate the SDP Consulting Agreement.

     

    NOW,
      THEREFORE, the Parties hereby agree as follows: 

     

    1. Terminations.
      

     

    (a) MCEL
      and
      RJK hereby agree that as of January 2, 2007, the RJK Consulting Agreement shall
      be terminated and of no further force or effect; provided,
      however,
      that
      (x) as set forth in the RJK Consulting Agreement, the provisions contained
      in
Section
      3
      (Termination), Section
      5
      (Ownership of Proprietary Information), Section
      6
      (Disclosure and Ownership of Inventions), Section
      7
      (Insider
      Trading, Etc.), Section
      10
      (Taxes),
Section
      11
      (Complete Agreement), Section
      15
      (Non-Disparagement), Section
      16
      (Indemnification; Injunction), Section
      17
      (Governing Law), Section
      18
      (Submission to Jurisdiction) and Section
      19
      (Survivability) of the RJK Consulting Agreement shall survive the termination
      effected hereby and the rights and obligations of MCEL and RJK under such
      provisions shall continue in full force and effect, (y) notwithstanding the
      provisions of the RJK Consulting Agreement, the provisions contained in
Sections
      4(a),
      4(c),
      4(d)
      and
4(e)
      relating
      to RJK’s agreement to maintain MCEL’s Confidential Information (as such term is
      defined in the RJK Consulting Agreement) shall survive the termination effected
      hereby and shall continue in full force and effect.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b) MCEL
      and
      SDP hereby agree that as of January 2, 2007, the SDP Consulting Agreement shall
      be terminated and of no further force or effect; provided,
      however,
      that
      (x) as set forth in the SDP Consulting Agreement, the provisions contained
      in
Section
      3
      (Termination), Section
      5
      (Ownership of Proprietary Information), Section
      6
      (Disclosure and Ownership of Inventions), Section
      7
      (Insider
      Trading, Etc.), Section
      10
      (Taxes),
Section
      11
      (Complete Agreement), Section
      15
      (Non-Disparagement), Section
      16
      (Indemnification; Injunction), Section
      17
      (Governing Law), Section
      18
      (Submission to Jurisdiction) and Section
      19
      (Survivability) (such provisions, together with the provisions referenced in
      clause (x) of paragraph (a) above, the “Surviving
      Provisions”)
      of the
      SDP Consulting Agreement shall survive the termination effected hereby and
      the
      obligations of MCEL and SDP under the Surviving Provisions shall continue in
      full force and effect, (y) notwithstanding the provisions of the SDP Consulting
      Agreement, the provisions contained in Sections
      4(a),
      4(c),
      4(d)
      and
4(e)
      relating
      to SDP’s agreement to maintain MCEL’s Confidential Information (as such term is
      defined in the SDP Consulting Agreement) shall survive the termination effected
      hereby and shall continue in full force and effect.

     

    2.
       Releases.

     

    (a) Except
      for claims arising under the Surviving Provisions or under the terms of this
      Agreement, each of RJK and SDP (together, the “Releasing
      Parties”),
      for
      and in consideration of MCEL’s agreement to effect the terminations described in
      Section 1, hereby knowingly and voluntarily releases and discharges MCEL,
      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 covenant 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 RJK Consulting Agreement and the SDP
      Consulting Agreement and the transactions contemplated thereby and the
      termination thereof.

     

    3. Vesting
      of Restricted Shares.
      For the
      avoidance of doubt, all Restricted Shares (as such term is defined in the RJK
      Consulting Agreement and the SDP Consulting Agreement) granted under the RJK
      Consulting Agreement and the SDP Consulting Agreement which have not vested
      as
      of the effective time of the Merger shall vest on January 2, 2007. 

     

    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.

     

    **
      Remainder of Page Intentionally Blank, Signature Page Follows **

    
 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


     

    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

    


    


    


    /s/
      Ronald J. Kelley

    RONALD
      J.
      KELLEY

    


    


    


    /s/
      Steven D. Pratt

    STEVEN
      D.
      PRATT