Exhibit 10.2 - Amendment No. 1

                                                                          Exhibit
    10.2

    


    


    AMENDMENT
      NO. 1 TO

    JOINT
      DEVELOPMENT AGREEMENT

    


     

    This
      Amendment
      No. 1 (this “Amendment”)
      to the
      Joint Development Agreement dated as of April 25, 2005 by and between Millennium
      Cell Inc.,
      a
      Delaware corporation (the “MCEL”)
      and
      The Dow Chemical Company (“Dow”)
      (together with all exhibits, schedules and attachments thereto and made a part
      thereof, the “Joint
      Development Agreement”),
      is
      made as of the 30th day of May 2006, by and between MCEL and Dow. MCEL and
      Dow
      also may be referred to herein individually as a “Party”
or
      collectively as the “Parties”.

     

    Recitals

    


    WHEREAS,
      the Parties entered into the Joint Development Agreement; and

     

    WHEREAS,
      the Parties desire to amend certain provisions of the Joint Development
      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 Joint Development Agreement.

     

    Section
      2.  Amendments
      to Section 9.2.
      Section
      9.2(d) and Section 9.2(e) are each hereby amended to replace all references
      in
      such sections to “ten-Business Day period” with “five (5)-Business Day
      period.”

     

    Section
      3.  Amendments
      to Exhibit A.
      Exhibit
      A to the Joint Development Agreement is amended as follows:

     

    (a) The
      definition of “Application” is hereby deleted in its entirety and replaced with
      the following:

     

    “Application”
      means (A) production of hydrogen gas by storing and chemically converting sodium
      borohydride or other boron hydride-fuel formulations into hydrogen by (1)
      controlling the contact of an alkaline aqueous boron hydride solution with
      a
      contained solid catalyst comprised of a transition metal adhered to a substrate
      which promotes the chemical reaction between the boron hydride and water to
      release hydrogen gas; and/or (2) controlling the contact of an acidic aqueous
      solution with a boron hydride compound to generate hydrogen gas by chemical
      reaction; and/or (3) controlling the reaction between a boron hydride compound
      and (i) water chemically or physically contained within a solid compound and/or
      (ii) a Chemical Water source and (B) interconnections and related control
      strategies for the integration of a fuel cell and hydrogen generator systems
      for
      delivery of hydrogen gas produced by one of these means for conversion to power
      by a fuel cell.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) The
      following definition is hereby added to Exhibit A of the Joint Development
      Agreement, to be inserted after the definition of Business Day and before the
      definition of Common Stock:

     

    “Chemical
      Water”
      means a compound, polymer, carbohydrate or salt that (i) generates water via
      intramolecular or intermolecular reaction upon warming to a temperature above
      ambient or (ii) when mixed with boron hydride and upon warming to a temperature
      above ambient mimics the reaction of boron hydride and water.

    


    Section
      4.  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 Joint Development Agreement shall remain in full force and effect
      without any other amendments or modifications.

     

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

     

    Section
      6.  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
      7.  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
      8.  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 D.
      Giolli

        Title:
      Chief
      Financial Officer

    


    


    THE
      DOW CHEMICAL COMPANY

    


    


    By:     
      /s/Fernando Ruiz 

        Fernando
      Ruiz

    Corporate
      Vice President and Treasurer