exhibit10_1.htm

                                                                                Exhibit
    10.1


    December
      14, 2007

    


     

    


    BY
      FACSIMILE

    


    Portside
      Growth & Opportunity Fund

    c/o
      Ramius Capital Group, LLC

    666
      Third
      Avenue, 26th Floor

    New
      York,
      New York  10017

    Attention:      Jeffrey
      Smith

    Owen
      Littman

    
 

    Re: Series
      C2 Convertible Preferred Stock of Millennium Cell Inc.

     

    
Ladies
      and Gentlemen:

    


    Reference
      is made to that certain Certificate of Designations, Preferences and Rights
      of
      Series C2 Convertible Preferred Stock of Millennium Cell Inc. (the
“Company”), as filed with Office of the Secretary of State of the State
      of Delaware on June 30, 2005 (the “Series C2 Certificate”). Capitalized
      terms used but not defined in this letter shall have the meanings given to
      such
      terms in the Series C2 Certificate.

    


    Effective
      upon the execution and delivery to the Company of a counterpart to this letter
      by Portside Growth & Opportunity Fund (the “Investor”), the Company agrees
      that (i) during the period commencing on the date of this letter and ending
      on
      February 28, 2008 (the "Interim Conversion Waiver Period"), the Company
      shall deliver to you one or more Company Interim Conversion Election Notices
      to
      convert all remaining Preferred Shares held by you on the date of this letter
      (the “Special Conversions”), and (ii) the Closing Sale Price immediately
      preceding each delivery of a Company Interim Conversion Election Notice relating
      to a Special Conversion shall be at least 114% of the applicable Conversion
      Price (if the applicable Closing Sale Price is $1.25 or less) or 108% of the
      applicable Conversion Price (if the applicable Closing Sale Price is greater
      than $1.25). The Company agrees that it will not effect aggregate Special
      Conversions with a Conversion Amount of more than $150,000 during any 10 Trading
      Day period without prior written consent of the Investor. Unless specifically
      waived herein all Special Conversions shall be made in accordance with
Section (2)(d)(x)(A).

     

    By
      your
      execution and delivery of a counterpart to this letter, during the Interim
      Conversion Waiver Period you hereby waive satisfaction of all Conditions to
      Interim Conversion at the Company’s Election set forth in Section
      (2)(d)(x)(B) of the Series C2 Certificate except for those set forth in
Section (2)(d)(x)(B)(i), clause (x) of Section (2)(d)(x)(B)(iii),
Section (2)(d)(x)(B)(vii) and Section (2)(d)(x)(B)(viii);
provided, however, you hereby waive satisfaction
      of the Condition
      to Interim Conversion at the Company’s Election set forth in Section
      (2)(d)(x)(B)(i) to the extent that such condition is not met as a result of
      a threatened or pending delisting or suspension by the Nasdaq Capital Market
      either (A) in writing by the Nasdaq Capital Market or (B) by falling below
      the
      minimum listing maintenance requirements of the Nasdaq Capital
      Market.

    
 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    


    
      	
               

            	
              Very
                truly yours,

              MILLENNIUM
                CELL INC.

               

               

              By:
                /s/John D. Giolli

              Name:
                John D. Giolli, C.P.A.

              Title:
                Chief Financial Officer

            


    

    


    


    ACKNOWLEDGED
      AND AGREED TO:

    


    


    PORTSIDE
      GROWTH AND OPPORTUNITY FUND

    


    By:
      /s/Owen Littman

    Name:
      Owen Littman

    Title:
      Authorized Signatory