Exhibit 10.3 DKRW Agreement

                                                                                    Exhibit
    10.3

     

     

    AGREEMENT
      dated as of August 12, 2005 (the “Agreement”),
      by
      and between MILLENNIUM CELL INC., a Delaware corporation (“Millennium
      Cell”),
      and
      DKRW ENERGY LLC, a Delaware limited liability company (“DKRW”).

    


    WHEREAS,
      Millennium Cell and DKRW are parties to that certain Agreement dated as of
      July
      14, 2004 (the “Previous
      Agreement”),
      in
      connection with the employment of H. David Ramm, one of a number of members
      of
      DKRW, by Millennium Cell;

    


    WHEREAS,
      Section 6.18 of the Second Amended and Restated Operating Agreement of DKRW
      (the
“Operating
      Agreement”)
      restricts the managers, members and officers of DKRW from acting as employees
      of
      an energy-related business without the consent of the Board of Managers of
      DKRW
      (the “DKRW
      Board”);

    


    WHEREAS,
      Millennium Cell is an energy-related business which desires to continue to
      employ Mr. Ramm as its and Chief Executive Officer, and Mr. Ramm desires to
      accept such employment;

    


    WHEREAS,
      the DKRW Board has agreed to grant its consent to such continued employment
      subject to the terms and conditions set forth in this Agreement.

    


    In
      consideration of the above premises and the mutual covenants set forth herein,
      and for other good and valuable consideration, the receipt and sufficiency
      of
      which is hereby acknowledged, the parties hereto, intending to be legally bound,
      hereby agree as follows:

    


    1. Waiver.
      DKRW
      hereby grants its consent to Mr. Ramm’s continued employment by Millennium Cell
      in accordance with Section 6.18 of the Operating Agreement and to not preclude
      Mr. Ramm from accepting such employment or from performing his obligations
      thereunder. The parties agree and acknowledge that, except as set forth in
      Section 3, the Previous Agreement shall be null and void and of no further
      force
      and effect as of the date hereof.

    


    2. Term.
      The
      term of this Agreement (the “Term”)
      shall
      commence upon the date hereof, and shall end upon any termination or expiration
      of that certain employment agreement dated as of the date hereof, between
      Millennium Cell and Mr. Ramm.

    


    3. Compensation.
      In
      consideration for the waiver set forth in Section 1, during the Term, Millennium
      Cell shall pay to DKRW $12,500 per month, payable monthly in advance;
provided,
      that
      notwithstanding anything in the Previous Agreement to the contrary, the
      consideration set forth in this Section 3 shall be in effect retroactively
      commencing upon April 25, 2005, and no other compensation shall be payable
      by
      Millennium Cell to DKRW in connection with Mr. Ramm’s employment by Millennium
      Cell from April 25, 2005, through the date hereof. The parties agree and
      acknowledge that any amounts already paid by Millennium Cell to DKRW in excess
      of the amount payable pursuant to the Previous Agreement as amended by this
      Section 3 may be used as a set off against any amounts payable by Millennium
      Cell to DKRW under this Agreement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Entire
      Agreement.
      This
      Agreement contains the entire understanding between the parties concerning
      the
      subject matter contained in herein. 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
      herein.

    


    5.
       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).

    


    6.
       Notices.
      Any
      notice required to be given or delivered to the Company under the terms of
      this
      Agreement shall be in writing and addressed to Millennium Cell at 1 Industrial
      Way West, Eatontown, New Jersey [Missing Graphic Reference]07724,
      Fax: 732-542-4010, Attention: Chairman of the Board, or to such other address
      as
      shall be provided in writing to DKRW. Any notice required to be given or
      delivered to DKRW shall be in writing and addressed to the most recent address
      of DKRW, as set forth in the books and records of Millennium Cell. All notices
      shall be deemed effective upon personal delivery against receipt therefor;
      one
      day after being sent by Federal Express or similar overnight delivery; or three
      days after being mailed registered or certified mail, postage prepaid, and
      properly addressed to the party to be notified.

    


    7. 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
      set forth in this Agreement. 

    


    8. No
      Waiver of Rights.
      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. All rights and remedies
      existing under this Agreement are cumulative and are not exclusive of any rights
      or remedies otherwise available.

    


    9. Limited
      Rights of DKRW and Third Parties.
      Neither
      DKRW nor any beneficiary of DKRW shall under any circumstances have any option
      or right to require payments hereunder otherwise than in accordance with the
      terms hereof. Except as otherwise provided by law, neither DKRW nor any such
      beneficiary shall have the power in any manner to anticipate, alienate, assign,
      charge or encumber any payments contemplated by this Agreement, and all rights
      and benefits of DKRW or such beneficiary shall be for the sole personal benefit
      of DKRW or such beneficiary, as the case may be, and no other person shall
      acquire any right, title or interest hereunder by reason of any sale,
      assignment, transfer, claim or judgment or bankruptcy proceedings against DKRW
      or such beneficiary.

    


    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. 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.

    


    11. 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.

    


    12. Construction.
      Whenever used in this Agreement, the singular number will include the plural,
      and the plural number will include the singular, and 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.

    


    13. Successors.
      The
      rights and obligations of Millennium Cell under this Agreement shall be
      transferable to any successor thereto. The rights and obligations of DKRW under
      this Agreement may only be assigned with the prior written consent of Millennium
      Cell.


    
      
        
          3

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    


    MILLENNIUM
      CELL INC.

    


    


    


    By:     
      /s/G. Chris Andersen

    Name:
      G.
      Chris Andersen

    Title:
      Chairman of the Board

    


    DKRW
      ENERGY LLC

    


    


    


    By:
      

    Name:
      

    Title: