Exhibit 10.1 - Amendment No. 2

                                                                             Exhibit
    10.1

    


    AMENDMENT
      NO. 2 TO

    STOCK
      PURCHASE AGREEMENT

    


     

    This
      Amendment
      No. 2 (this “Amendment”)
      to the
      Stock Purchase Agreement dated as of February 27, 2005 by and between Millennium
      Cell Inc.,
      a
      Delaware corporation (the “Company”)
      and
      The Dow Chemical Company (the “Purchaser”)
      (as
      previously amended, together with all exhibits, schedules and attachments
      thereto and made a part thereof, the “Stock
      Purchase Agreement”),
      is
      made as of the 30th day of May 2006, by and between the Company and the
      Purchaser. The Company and the Purchaser also may be referred to herein
      individually as a “Party”
or
      collectively as the “Parties”.

     

    Recitals

    


    WHEREAS,
      the Parties entered into the Stock Purchase Agreement; and

     

    WHEREAS,
      on May 3, 2006, the Company achieved Milestone 1 under the Joint Development
      Agreement dated as of April 25, 2005 by and between the Company and the
      Purchaser;

     

    WHEREAS,
      the Purchaser has provided the Company with notice of its intent to pay the
      Company an amount equal to the Minimum Series B Investment at and as part of
      the
      Second Closing; and

     

    WHEREAS,
      in connection with the Second Closing the Parties desire to amend certain
      provisions of the Stock Purchase Agreement, all as more fully set forth
      herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements of the
      Parties contained herein and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, the Parties agree as
      follows:

     

    Section
      1.  Definitions.
      Capitalized terms used in this Amendment but not defined herein shall have
      the
      meanings specified in the Stock Purchase Agreement.

     

    Section
      2.  Amendments
      to Section 1.10.
      

     

    The
      definition of “Milestone
      Target Payment Date”
in
      Section
      1.10
      is
      hereby deleted in its entirety and replaced by the following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


     

    “Milestone
      Target Payment Date”
      means the target payment date applicable to each Milestone set forth in the
      following table (the actual payment to occur on the applicable Closing Date
      (as
      defined above)):  

     

    


     

    
      	
              Milestone

            	
              Milestone
                Target Payment Date

            
	
              Milestone
                1

            	
              Either
                (x) on the date 30 days following the achievement of Milestone 1
                or (y) if
                Milestone 1 is achieved prior to September 15, 2005, on October 15,
                2005

            
	
              Milestone
                2

            	
              On
                the date 65 days following the achievement of Milestone 2; provided,
                however, that in no event will the Milestone Target Payment Date
                with
                respect to Milestone 2 occur prior to January 31,
                2007

            
	
              Milestone
                3

            	
              On
                the date 65 days following the achievement of Milestone 3; provided,
                however, that in no event will the Milestone Target Payment Date
                with
                respect to Milestone 3 occur prior to July 30,
                2007

            
	
              Milestone
                4

            	
              On
                the date 65 days following the achievement of Milestone 4; provided,
                however, that in no event will the Milestone Target Payment Date
                with
                respect to Milestone 4 occur prior to August 31,
                2008

            


    

    


    ;
      provided, however, if any Milestone Target Payment Date occurs on a day that
      is
      not a Business Day, then such Milestone Target Payment Date shall automatically
      be deemed the next Business Day.

     

    Section
      3.  Amendment
      to Section 3.3.
      Section
      3.3 is hereby deleted in its entirety and replaced by the following:


     

    This
      Agreement is made with the Purchaser in reliance upon the Purchaser’s
      representation to the Company, which by the Purchaser’s execution of this
      Agreement, the Purchaser hereby confirms, that the Preferred Shares to be
      acquired by the Purchaser at each applicable Closing, when so acquired by
      Purchaser, will be acquired for investment for the Purchaser’s own account, not
      as a nominee or agent, and not with a view to resale or distribution of any
      part
      thereof except pursuant to an effective registration statement under the
      Securities Act or in accordance with an exemption from the registration
      requirements of the Securities Act. By executing this Agreement, the Purchaser
      further represents that, with respect to the Preferred Shares to be acquired
      at
      such Closing, the Purchaser does not currently and, at the time of such Closing,
      will not have, any contract, undertaking, agreement or arrangement with any
      person to sell, transfer or grant participations to such person or to any third
      person, with respect to any of the Preferred Shares acquired by the Purchaser
      at
      the applicable Closing. The Purchaser has not been formed for the specific
      purpose of acquiring the Preferred Shares. The Parties agree and acknowledge
      that at each Closing the Purchaser is making the representations contained
      in
      this Section 3.3 with respect to the Preferred Shares to be acquired at such
      Closing as opposed to any Preferred Shares acquired in connection with any
      previous Closings.

     

    
 

    
      
        
        

      

      
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    Section
      4.  Amendment
      to Section 4.6(a). 
      Section 4.6(a) is hereby amended by adding the following sentence at the end
      of
      that section:

     

    It
      is
      understood and agreed that for purposes of the foregoing, all Preferred Stock
      and Common Stock owned by the Purchaser ( and not just Preferred Stock received
      pursuant to the First Closing or Common Stock issued upon conversion of such
      Preferred Stock) shall be included for purposes of determining the number of
      shares owned. 

     

    Section
      5.  Amendment
      to Section 4.
      Section
      4 is hereby amended by inserting the following sections at the end of the
      current Section 4: 

     

    Section
      4.11 Publicity/Press
      Releases.
      Neither
      Party will make or issue any press release, announcement or any other public
      disclosure regarding any Closing pursuant to this Agreement without the prior
      written consent of the other Party, which consent shall not be unreasonably
      withheld or delayed; provided, however, that either Party may make such
      disclosure (A) if it is advised by counsel that such disclosure is legally
      required under applicable law or the rules of any securities exchange on which
      such Party is listed and (B) such Party provides as much advance notice as
      possible to the other Party of such disclosure and, in any event, an opportunity
      to review and comment on such proposed disclosure prior to disclosure thereof.
      Upon consummation of the Second Closing, the Company will issue a press release
      in the form attached hereto as Schedule
      4.11.

     

    Section
      4.11 Removal
      of Restrictive Legend.
      Within five (5) Business Days of receipt of an opinion of counsel of Purchaser
      reasonably satisfactory to the Company and its outside counsel opining that
      a
      proposed sale of any of the Preferred Shares or shares of Common Stock issuable
      upon conversion of the Preferred Shares or the exercise of any Warrant is exempt
      from registration under the Securities Act, the Company shall remove the
      restrictive legend from the certificate or certificates representing the
      Preferred Shares or shares of Common Stock which are proposed to be sold in
      such
      transaction and issue the Purchaser a new unlegended stock certificate
      representing the applicable Preferred Shares or shares of Common Stock;
      provided, however, that, if after giving effect to such transaction, such shares
      would be subject to transfer restrictions under the Securities Act, the
      certificate to be issued in the new holders name may contain such
      legend.

     

    Section
      6.  Amendment
      to Section 9.1.
      Section
      9.1 is hereby amended by inserting the following as subsection (c) of Section
      9.1:

     

    (c)  the
      representations and warranties in Section
      3.3
      shall survive for one year following the applicable Closing.

     

    Section
      7.  Limited
      Amendment.
      Except
      as specifically provided in this Amendment and as the context of this Amendment
      otherwise may require to give effect to the intent and purposes of this
      Amendment, the Stock Purchase Agreement shall remain in full force and effect
      without any other amendments or modifications.

     

     

    
      
        
        

      

      
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    Section
      8.  Captions.
      The
      captions herein are included for convenience of reference only and shall be
      ignored in the construction or interpretation of this Amendment.

     

    Section
      9.  Governing
      Law.
      This
      Amendment shall be construed in accordance with and governed by the law of
      the
      State of Delaware (without regard to the choice of law provisions
      thereof).

     

    Section
      10.  Counterparts;
      Effectiveness.
      This
      Amendment may be signed in any number of counterparts, each of which shall
      be an
      original, with the same effect as if the signatures thereto and hereto were
      upon
      the same instrument. This Amendment shall become effective when each Party
      shall
      have received a counterpart hereof signed by the other Parties.
      Each
      Party may execute this Amendment on a facsimile of this Amendment. In addition,
      facsimile signatures of authorized signatories of any Party shall be valid
      and
      binding, and delivery of a facsimile signature by such Party shall constitute
      due execution and delivery of this Amendment. 

     

    Section
      11.  Construction.
      The
      Parties have participated jointly in the negotiation and drafting of this
      Amendment. In the event an ambiguity or question of intent or interpretation
      arises, this Amendment shall be construed as if drafted jointly by the Parties
      and no presumption or burden of proof shall arise favoring or disfavoring any
      Party by virtue of the authorship of any of the provisions of this
      Amendment.

     

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    IN
      WITNESS WHEREOF, the parties have executed this Amendment as of the date first
      above written.

     

    MILLENNIUM
      CELL INC.

    


    


    By:   /s/John
      D.
      Giolli

        Name:
      John G.
      Giolli

    Title:
      Chief Financial Officer

    


    


    THE
      DOW CHEMICAL COMPANY

    


    


    By:     
      /s/Fernando Ruiz 

        Fernando
      Ruiz

    Corporate
      Vice President and Treasurer

    


    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    

 

    Schedule
      4.11

    


    


    PRESS
      RELEASE

    See
      Exhibit 99.1 to this Current Report on Form 8-K