Exhibit 10-20


                          REGISTRATION RIGHTS AGREEMENT

                  This  Registration  Rights  Agreement (this  "Agreement") is
made and entered into as of November 8, 2002, by and between  Millennium Cell
Inc., a Delaware  corporation (the  "Company"),  and Ballard Power Systems
Inc., a Canadian corporation (the "Purchaser").

                  This Agreement is made pursuant to the Securities Purchase
Agreement, dated as of the date hereof between the Company and the Purchaser
(the "Purchase Agreement").

                  The Company and the Purchaser hereby agree as follows:

1.       Definitions.  Capitalized terms used and not otherwise defined herein
that are defined in the Purchase Agreement shall have the meanings given such
terms in the Purchase Agreement.  As used in this Agreement, the
following terms shall have the meanings set forth in this Section 1:

                  "Commission" means the Securities and Exchange Commission.

                  "Debentures" means the Debentures issued pursuant to the
Purchase Agreement.

                  "Effectiveness Period" shall have the meaning assigned in
Section 2(a).

     "Filing Date" means, with respect to the Registration  Statement  required
to be filed hereunder,  as soon as possible and not later than (i) the 30th day
following the date the Holder delivers the Holder Conversion Notice (as defined
in the  Debenture) to the Company,  or (ii) the 20th day following the date the
Company delivers the Company Conversion Notice (as defined in the Debenture) to
the Holder Company. Notwithstanding the foregoing, the Filing Date shall not be
prior  to the  earlier  of (i)  the  effectiveness  of the  First  Registration
Statement as defined in the  Registration  Rights Agreement or (ii) January 30,
2002.  "Holder" or "Holders"  means the holder or holders,  as the case may be,
from time to time, of Registrable  Securities.  "Indemnified  Party" shall have
the  meaning set forth in Section  5(c).  "Indemnifying  Party"  shall have the
meaning set forth in Section 5(c). "Losses" shall have the meaning set forth in
Section 5(a).  "October  Registration  Rights Agreement" means the Registration
Rights  Agreement  dated as of  October  31,  2002  among the  Company  and the
purchasers named therein.

                  "Proceeding" means an action, claim, suit, investigation or
proceeding (including, without limitation, an investigation or partial
proceeding, such as a deposition), whether commenced or threatened in writing.

                  "Prospectus" means the prospectus included in a Registration
Statement (including, without limitation, a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, with
respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement, and all other amendments and
supplements to the Prospectus, including post-effective amendments, and all
material incorporated by reference or deemed to be incorporated by reference in
such prospectus.

                  "Registrable Securities" means the Shares, together with any
securities issued or issuable upon any stock split, dividend or other
distribution or similar event with respect to the foregoing.

                  "Registration Statement" means the registration statement
required to be filed hereunder, including the Prospectus, amendments and
supplements to such registration statement or Prospectus, including pre- and
post-effective amendments, all exhibits thereto, and all material incorporated
by reference or deemed to be incorporated by reference in such registration
statement.

                  "Rule 144" means Rule 144 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 415" means Rule 415 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                  "Rule 424" means Rule 424 promulgated by the Commission
pursuant to the Securities Act, as such Rule may be amended from time to time,
or any similar rule or regulation hereafter adopted by the Commission having
substantially the same effect as such Rule.

                 "Shares" means shares of Common Stock issuable upon conversion
in full of the Debentures, including shares issuable in satisfaction of the
Premium (as defined in the Debentures).

                  "Special Counsel" means Cravath, Swaine & Moore.

     2. Registration. On or prior to the Filing Date, the Company shall use its
best efforts to prepare and file with the Commission the Registration Statement
covering  the resale of not less than  598,588  Registrable  Securities  for an
offering  to  be  made  on  a  continuous  basis  pursuant  to  Rule  415.  The
Registration  Statement shall be on Form S-3 (except if the Company is not then
eligible  to register  for resale the  Registrable  Securities  on Form S-3, in
which case such registration shall be on another appropriate form in accordance
herewith)  and shall  contain  (except if otherwise  agreed by the Holders) the
"Plan of  Distribution"  attached  hereto as Annex A. The Company shall use its
best efforts to cause the Registration Statement to be declared effective under
the  Securities  Act as promptly as possible after the filing thereof and shall
use its best efforts to keep such Registration Statement continuously effective
under the  Securities  Act until the date  which is two years  after the date a
registration  statement is declared effective by the Commission or such earlier
date when all Registrable Securities covered by the Registration Statement have
been sold or may be sold without volume restrictions pursuant to Rule 144(k) or
any restrictions  under Regulation S of the Securities Act as determined by the
counsel to the Company  pursuant to a written  opinion  letter to such  effect,
addressed  and  acceptable  to the  Company's  transfer  agent and the affected
Holders (the  "Effectiveness  Period").  In no event shall the Company have any
obligation   to  keep  such   Registration   Statement  in  effect  beyond  the
Effectiveness Period, unless otherwise extended pursuant to the terms hereof.

3.       Registration Procedures

         In connection with the Company's registration obligations
hereunder, the Company shall:

(a)  Not  less  than  four  Trading  Days  prior  to  the  filing  of  the
Registration Statement or any related Prospectus or any amendment or supplement
thereto  (except for any reports  filed under the Exchange  Act), i) furnish to
the  Holders  and the  Special  Counsel  copies of each  proposed  Registration
Statement,  related Prospectus and any amendments or supplements thereto, which
documents  will be  subject  to the  review  of such  Holders  and the  Special
Counsel,  and (ii) cause its officers and  directors,  counsel and  independent
certified  public  accountants  to  respond  to  such  inquiries  as  shall  be
necessary,  in the  reasonable  opinion  of  respective  counsel,  to conduct a
reasonable  investigation within the meaning of the Securities Act. The Company
shall  not file  the  Registration  Statement  or any  such  Prospectus  or any
amendments  or  supplements  thereto to which the  Holders of a majority of the
Registrable Securities and the Special Counsel shall reasonably object.

(b) (i) Prepare  and file  with the  Commission  the  Registration  Statement
and such amendments,   including  post-effective  amendments  and  supplements,
to  the Registration  Statement and the Prospectus used in connection  therewith
as may be necessary to keep the Registration Statement continuously effective as
to the applicable Registrable Securities for the Effectiveness Period; and

     (ii) cause the related  Prospectus  to be amended or  supplemented  by any
required Prospectus  supplement,  and as so supplemented or amended to be filed
pursuant to Rule 424; (iii) respond as promptly as reasonably possible,  and in
any  event,  within  ten  Trading  Days,  to any  comments  received  from  the
Commission with respect to the Registration  Statement or any amendment thereto
and, as promptly as reasonably  possible  provide the Holders true and complete
copies  of  all  correspondence  from  and to the  Commission  relating  to the
Registration  Statement;  and (iv)  comply in all  material  respects  with the
provisions  of the  Securities  Act and the  Exchange  Act with  respect to the
disposition of all Registrable Securities covered by the Registration Statement
during  the  applicable  period in  accordance  with the  intended  methods  of
disposition by the Holders thereof set forth in the  Registration  Statement as
so amended or in such Prospectus as so supplemented.

(c) Notify the Holders of Registrable Securities to be sold and the Special
Counsel as promptly as reasonably possible (and, in the case of (i)(A) below,
not less than three Trading Days prior to such filing) and (if requested by any
such Person) confirm such notice in writing no later than one Trading Day
following the day (i)(A) when a Prospectus or any Prospectus supplement or
post-effective  amendment to the Registration  Statement is proposed to be
filed;  (B) when the  Commission  notifies the Company  whether there will be a
"review" of the Registration  Statement and whenever the Commission comments in
writing on such  Registration  Statement  (the Company  shall  provide true and
complete  copies  thereof  and all  written  responses  thereto  to each of the
Holders);   and  (C)  with  respect  to  the  Registration   Statement  or  any
post-effective  amendment,  when  the same has  become  effective;  (ii) of any
request by the Commission or any other Federal or state governmental  authority
for amendments or supplements  to the  Registration  Statement or Prospectus or
for additional information; (iii) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration  Statement  covering any
or all of the  Registrable  Securities or the initiation of any Proceedings for
that  purpose;  (iv) of the  receipt by the  Company of any  notification  with
respect to the suspension of the qualification or exemption from  qualification
of any of the  Registrable  Securities  for  sale in any  jurisdiction,  or the
initiation or threatening  of any  Proceeding for such purpose;  and (v) of the
occurrence of any event or passage of time that makes the financial  statements
included in the Registration  Statement ineligible for inclusion therein or any
statement  made in the  Registration  Statement or  Prospectus  or any document
incorporated  or deemed to be incorporated  therein by reference  untrue in any
material respect or that requires any revisions to the Registration  Statement,
Prospectus  or  other  documents  so  that,  in the  case  of the  Registration
Statement or the Prospectus, as the case may be, it will not contain any untrue
statement of a material  fact or omit to state any material fact required to be
stated  therein or necessary to make the  statements  therein,  in light of the
circumstances  under  which they were made,  not  misleading.

(d) Use its best efforts to avoid the issuance of, or, if issued,  obtain the
withdrawal of (i) any order suspending the effectiveness of the Registration
Statement,  or (ii) any suspension of the qualification (or exemption from
qualification) of any of the  Registrable  Securities  for  sale in any
jurisdiction,  at the  earliest practicable moment.

(e) Furnish to each Holder and the Special Counsel, without
charge, at least
one conformed copy of the Registration Statement and each amendment
thereto, including financial statements and schedules, all documents
incorporated or deemed to be incorporated therein by reference, and all
exhibits to the extent requested by such Person (including those
previously furnished or incorporated by reference) promptly after filing
such documents with the Commission in order to facilitate the intended
disposition of the Registrable Securities.

(f)   Promptly deliver to each Holder and the Special Counsel, without charge,
as many copies of the Prospectus or Prospectuses (including each form of
prospectus) and each amendment or supplement thereto as such Persons may
reasonably request. The Company hereby consents to the use of such
Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement
thereto.

(g)      Prior to any public  offering of  Registrable  Securities,  use its
best efforts to register or qualify or cooperate with the selling Holders and
the Special Counsel in connection with the registration or qualification (or
exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or Blue Sky laws of such
jurisdictions within the United States as any Holder requests in writing, to
keep each such registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or
things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable Securities covered by the Registration Statement, provided
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified, file a general consent to
service of process in any such states or jurisdictions or subject the Company
to any material tax in any such jurisdiction where it is not then so subject.

(h)   Cooperate with the Holders to facilitate the preparation and delivery of
certificates representing Registrable Securities to be delivered to a
transferee pursuant to the Registration Statement, which certificates
shall be free, to the extent permitted by the Purchase Agreement, of all
restrictive legends, and to enable such Registrable Securities to be in
such denominations and registered in such names as any such Holders may
request.

(i)   Upon the occurrence of any event contemplated by Section 3(c)(v), as
promptly as reasonably possible, prepare a supplement or amendment,
including a post-effective amendment, to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or
deemed to be incorporated therein by reference, and file any other
required document so that, as thereafter delivered, neither a Registration
Statement nor such Prospectus will contain an untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.

(j)   Comply with all applicable rules and regulations of the Commission.

(k)   The Company may require each selling Holder to furnish to the Company a
      certified statement as to the number of shares of Common Stock
      beneficially owned by such Holder and, if requested by the Commission,
      the controlling person thereof.

 (1)  Enter into such customary  agreements  (including,  if  applicable, an
underwriting agreement) and take such other actions as the Holder shall
reasonably request in order to expedite or facilitate the disposition of
the Registrable Securities, including obtaining, without charge, opinions
of counsel and comfort letters from the Company's independent public
accountants in customary form and covering such matters as are customarily
covered by such opinions and comfort letters delivered to underwriters in
underwritten public offerings.

     4.  Registration  Expenses.  Except as otherwise  provided in the Purchase
Agreement,  all fees and expenses  incident to the performance of or compliance
with this Agreement by the Company shall be borne by the Company whether or not
Registrable Securities are sold pursuant to a Registration Statement.  The fees
and expenses  referred to in the  foregoing  sentence  shall  include,  without
limitation,   (i)  all  registration   and  filing  fees  (including,   without
limitation,  fees and expenses (A) with respect to filings  required to be made
with the Eligible  Market on which the Common Stock is then listed for trading,
and (B) in compliance with applicable state securities or Blue Sky laws),  (ii)
printing  expenses  (including,   without  limitation,   expenses  of  printing
certificates  for  Registrable  Securities and of printing  prospectuses if the
printing of prospectuses  is reasonably  requested by the holders of a majority
of the  Registrable  Securities  included in a Registration  Statement),  (iii)
messenger,  telephone  and delivery  expenses,  (iv)  Securities  Act liability
insurance, if the Company so desires such insurance,  and (v) fees and expenses
of  all  other  Persons   retained  by  the  Company  in  connection  with  the
consummation of the transactions  contemplated by this Agreement.  In addition,
the Company shall be responsible for all of its internal  expenses  incurred in
connection  with the  consummation  of the  transactions  contemplated  by this
Agreement  (including,  without  limitation,  all  salaries and expenses of its
officers and employees  performing legal or accounting duties),  the expense of
any annual  audit and the fees and  expenses  incurred in  connection  with the
listing of the  Registrable  Securities on any securities  exchange as required
hereunder:  provided,  however, that all selling commissions  applicable to the
Registrable  Securities and the fees and expenses of any counsel to the Holders
shall be borne by the  Holders,  in  proportion  to the  number of  Registrable
Shares sold by such Holders.

        5.  Indemnification  (a)  Indemnification  by the Company. The Company
     shall,  notwithstanding  any termination of this Agreement,  indemnify and
hold harmless each Holder,  the  officers,  directors,  agents and employees of
each of them,  each Person who controls any such Holder  (within the meaning of
Section 15 of the  Securities  Act or Section 20 of the  Exchange  Act) and the
officers,  directors,  agents and employees of each such controlling Person, to
the fullest  extent  permitted by applicable  law, from and against any and all
losses, claims,  damages,  liabilities,  costs (including,  without limitation,
reasonable  costs of preparation and reasonable  attorneys'  fees) and expenses
(collectively, "Losses"), as incurred, arising out of or relating to any untrue
or alleged untrue  statement of a material fact  contained in the  Registration
Statement,  any  Prospectus  or any form of  prospectus  or in any amendment or
supplement  thereto or in any  preliminary  prospectus,  or  arising  out of or
relating to any omission or alleged  omission of a material fact required to be
stated therein or necessary to make the statements  therein (in the case of any
Prospectus  or form of  prospectus  or  supplement  thereto,  in  light  of the
circumstances under which they were made) not misleading,  except to the extent
that (1) such untrue  statements or omissions are based solely upon information
regarding  such  Holder  furnished  in  writing to the  Company by such  Holder
expressly for use therein,  or that such information  relates to such Holder or
such Holder's proposed method of distribution of Registrable Securities and was
reviewed and expressly  approved in writing by such Holder expressly for use in
the  Registration  Statement,  such Prospectus or such form of Prospectus or in
any amendment or supplement  thereto (it being  understood  that the Holder has
approved  Annex A hereto for this  purpose) or (2) in the case of an occurrence
of an event of the type specified in Sections  3(c)(ii) or (v), the use by such
Holder of an outdated or  defective  Prospectus  after the Company has notified
such Holder in writing that the  Prospectus  is outdated or defective and prior
to the receipt by such Holder of the Advice  contemplated  in Section 6(c) with
respect to the Prospectus delivery  requirements under the Securities Act, this
indemnity  shall not inure to the benefit of such Holder on account of any Loss
arising from the sale of Registrable Securities to any Person if a copy of the
Prospectus was not sent or given by or on behalf of such Holder to such Person
with or prior to the written confirmation of the sale involved and the alleged
     omission or alleged  untrue  statement was corrected in the  Prospectus at
the time of such  confirmation,  unless  the  failure  to send or  deliver  the
Prospectus  resulted  from the  Company's  failure to comply with  Section 3(i)
hereof.  The  Company  shall  notify the Holders  promptly of the  institution,
threat  or  assertion  of any  Proceeding  of  which  the  Company  is aware in
connection with the transactions contemplated by this Agreement.

(b)  Indemnification  by Holders.  Each Holder shall,  severally  and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and
the directors, officers, agents or employees of such controlling Persons, to
the fullest extent permitted by applicable law, from and against all Losses, as
incurred, arising solely out of or based solely upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act in
reselling Registrable Securities, unless the failure to send or deliver the
 Prospectus results from the Company's failure to comply with its obligations
hereunder, or (y) any untrue statement of a material fact contained in the
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto, or arising solely out of or based solely upon
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading to the extent, and only to the
extent, that (1) such untrue statement or omission is contained in any
information so furnished in writing by such Holder to the Company specifically
for inclusion in such Registration Statement or such Prospectus and such
information relates to such Holder or such Holder's proposed method of
distribution of Registrable Securities and was reviewed and expressly approved
in writing by such Holder expressly for use in the Registration Statement (it
being understood that the Holder has approved Annex A hereto for this purpose),
such Prospectus or such form of Prospectus or in any amendment or supplement
thereto or (2) in the case of an occurrence of an event of the type specified
in Sections 3(c)(ii) or (v), the use by such Holder of an outdated or defective
Prospectus after the Company has notified such Holder in writing that the
Prospectus is outdated or defective and prior to the receipt by such Holder of
the Advice contemplated in Section 6(c). In no event shall the liability of any
selling Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder upon the sale of the Registrable Securities
giving rise to such indemnification obligation.

(c) Conduct of Indemnification Proceedings. If any Proceeding shall be brought
or asserted against any Person entitled to indemnity hereunder
(an "Indemnified Party"), such Indemnified Party shall promptly notify the
Person from whom indemnity is sought (the "Indemnifying Party") in writing, and
the Indemnifying Party shall assume the defense thereof, including the
employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all fees and expenses incurred in connection with defense thereof;
provided, that the failure of any Indemnified Party to give such notice shall
not relieve the Indemnifying Party of its obligations or liabilities pursuant
to this Agreement, except (and only) to the extent that it shall be finally
determined by a court of competent jurisdiction (which determination is not
subject to  appeal or further review) that such failure shall have proximately
and materially adversely prejudiced the Indemnifying Party. An Indemnified
Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and such Indemnified Party shall have been
advised by counsel that a conflict of interest is likely to exist if the same
counsel were to represent such Indemnified Party and the Indemnifying Party
(in which case, if such Indemnified Party notifies the Indemnifying Party in
writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the
Indemnifying Party). The Indemnifying Party shall not be liable for any
settlement of any such Proceeding  effected  without its written  consent,
which consent shall not be unreasonably  withheld. No Indemnifying Party shall,
without  the  prior  written  consent  of the  Indemnified  Party,  effect  any
settlement of any pending  Proceeding in respect of which any Indemnified Party
is a party,  unless such settlement  includes an unconditional  release of such
Indemnified  Party from all liability on all claims or litigation  that are the
subject  matter of such  Proceeding.  All fees and expenses of the  Indemnified
Party (including reasonable fees and expenses to the extent incurred in
connection with investigating or preparing to defend such Proceeding in a
manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten (10) Trading Days of written
notice thereof to the Indemnifying Party (regardless of whether it is
ultimately determined that an Indemnified Party is not entitled to
indemnification hereunder; provided, that the Indemnifying Party may
require such Indemnified Party to undertake to reimburse all such fees and
expenses to the extent it is finally judicially determined that such
Indemnified Party is not entitled to indemnification hereunder).

     (d)  Contribution.  If a claim for  indemnification  under Section 5(a) or
5(b) is  unavailable  to an  Indemnified  Party (by reason of public  policy or
otherwise),  then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or payable by such
Indemnified  Party  as a  result  of  such  Losses,  in such  proportion  as is
appropriate  to  reflect  the  relative  fault of the  Indemnifying  Party  and
Indemnified Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable considerations.
The relative fault of such  Indemnifying  Party and Indemnified  Party shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged  omission of a material  fact, has been taken or made by, or relates
to information  supplied by, such Indemnifying  Party or Indemnified Party, and
the parties' relative intent, knowledge,  access to information and opportunity
to correct or prevent  such action,  statement or omission.  The amount paid or
payable  by a party as a result  of any  Losses  shall be  deemed  to  include,
subject to the limitations set forth in Section 5(c), any reasonable attorneys'
or other reasonable fees or expenses  incurred by such party in connection with
any  Proceeding to the extent such party would have been  indemnified  for such
fees or  expenses  if the  indemnification  provided  for in this  Section  was
available to such party in accordance with its terms.  The parties hereto agree
that it would  not be just  and  equitable  if  contribution  pursuant  to this
Section 5(d) were  determined by pro rata  allocation or by any other method of
allocation  that  does not  take  into  account  the  equitable  considerations
referred  to  in  the  immediately  preceding  paragraph.  Notwithstanding  the
provisions of this Section 5(d), no Holder shall be required to contribute,  in
the  aggregate,  any  amount  in excess  of the  amount  by which the  proceeds
actually  received by such Holder from the sale of the  Registrable  Securities
subject to the  Proceeding  exceeds the amount of any damages  that such Holder
has otherwise  been required to pay by reason of such untrue or alleged  untrue
statement  or omission or alleged  omission.  The  indemnity  and  contribution
agreements  contained in this Section are in addition to any liability that the
Indemnifying  Parties may have to the Indemnified Parties.

6. Miscellaneous
(a) Remedies.In the  event of a breach  by the  Company  or by a Holder of any
of their obligations under this Agreement, each Holder or the Company, as the
case may be, in addition to being entitled to exercise all rights granted by law
and under this  Agreement,  including  recovery  of  damages,  will be  entitled
to specific  performance of its rights under this Agreement.The Company and each
Holder agree that monetary damages would not provide adequate  compensation for
any losses  incurred  by reason of a breach by it of any of the  provisions  of
this  Agreement  and hereby  further agree that, in the event of any action for
specific performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.  (b) Compliance.  Each Holder  covenants and
agrees that it will comply with the  prospectus  delivery  requirements  of the
Securities  Act as  applicable to it in  connection  with sales of  Registrable
Securities   pursuant  to  the   Registration   Statement.   (c)   Discontinued
Disposition.  Each  Holder  agrees  by  its  acquisition  of  such  Registrable
Securities that, upon receipt of a notice from the Company that the Holders are
not permitted to utilize the Prospectus to resell Registrable Securities,  such
Holder will forthwith  discontinue  disposition of such Registrable  Securities
under a Registration Statement until such Holder's receipt of the copies of the
supplemented  Prospectus and/or amended  Registration  Statement or until it is
advised in writing (the "Advice") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed to be
incorporated  by reference in such Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the provisions of this
paragraph.   (d)   Piggy-Back   Registrations.   If  at  any  time  during  the
Effectiveness Period there is not an effective  Registration Statement covering
all of the  Registrable  Securities and the Company shall  determine to prepare
and file with the Commission a registration  statement  relating to an offering
for its own account or the account of the Purchasers (as defined in the October
Registration Rights Agreement) other than the First Registration  Statement (as
defined in the October  Registration Rights Agreement),  and other than on Form
S-4 or Form S-8 (each as promulgated  under the  Securities  Act) or their then
equivalents relating to equity securities to be issued soley in connection with
any  acquisition  of any entity or  business or equity  securities  issuable in
connection with stock option or other employee benefit plans,  then the Company
shall send to each Holder written notice of such  determination  and, if within
fifteen days after receipt of such notice,  any such Holder shall so request in
writing,  the Company shall include in such  registration  statement all or any
part of such  Registrable  Securities  such Holder  requests to be  registered,
subject  to  customary  underwriter  cutbacks  applicable  to  all  holders  of
registration  rights  on a prorata  basis.  (e)  Amendments  and  Waivers.  The
provisions of this  Agreement,  including the provisions of this sentence,  may
not be amended, modified or supplemented, and waivers or consents to departures
from the  provisions  hereof  may not be  given,  unless  the same  shall be in
writing  and  signed  by the  Company  and  the  Holders  of  60%  of the  then
outstanding Registrable  Securities.  (f) Notices. Any and all notices or other
communications  or  deliveries  required or permitted to be provided  hereunder
shall be in writing and shall be deemed given and  effective on the earliest of
(a) the date of transmission,  if such notice or communication is delivered via
facsimile at the facsimile  number specified in this Section prior to 6:30 p.m.
(New York City time) on a Trading  Day, (b) the next Trading Day after the date
of transmission,  if such notice or communication is delivered via facsimile at
the facsimile  number  specified in this Section on a day that is not a Trading
Day or later than 6:30 p.m.  (New York City time) on any Trading  Day,  (c) the
Trading  Day  following  the  date of  mailing,  if  sent  by  U.S.  nationally
recognized  overnight courier service,  or (d) upon actual receipt by the party
to whom such  notice is  required  to be given.  The  addresses  and  facsimile
numbers  for  such  notices  and  communications  are  those  set  forth on the
signature  pages hereof,  or such other address as may be designated in writing
hereafter, in the same manner, by such Person. (g) Successors and Assigns. This
Agreement  shall inure to the benefit of and be binding upon the successors and
permitted assigns of each of the parties and shall inure to the benefit of each
Holder. The Company may not assign its rights or obligations  hereunder without
the prior written consent of each Holder. Each Holder may assign its respective
rights  hereunder  in the manner  and to the  Persons  as  permitted  under the
Purchase  Agreement.  (h) Execution  and  Counterparts.  This  Agreement may be
executed in any number
of counterparts, each of which when so executed shall be deemed to be an
original and, all of which taken together shall constitute one and the
same Agreement. In the event that any signature is delivered by facsimile
transmission, such signature shall create a valid binding obligation of
the party executing (or on whose behalf such signature is executed) the
same with the same force and effect as if such facsimile signature were
the original thereof.

(i) Governing Law; Venue; Waiver of Jury Trial. All questions concerning the
construction, validity, enforcement and interpretation of this Agreement shall
be governed by and construed and enforced in accordance with the internal laws
of the State of New York, without regard to the principles of conflicts of law
thereof. Each party agrees that all Proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Agreement
     (whether  brought  against a party  hereto or its  respective  affiliates,
directors,  officers,  shareholders,  employees  or agents)  shall be commenced
exclusively in the state and federal courts sitting in the New York City.  Each
party hereto hereby  irrevocably  submits to the exclusive  jurisdiction of the
state and federal courts sitting in New York City for the  adjudication  of any
dispute   hereunder  or  in  connection   herewith  or  with  any   transaction
contemplated  hereby  or  discussed  herein  (including  with  respect  to  the
enforcement of this Agreement),  and hereby irrevocably  waives, and agrees not
to assert in any Proceeding, any claim that it is not personally subject to the
jurisdiction  of any such court.  Each party hereto hereby  irrevocably  waives
personal  service of process and  consents to process  being served in any such
Proceeding  by mailing a copy  thereof  via  registered  or  certified  mail or
overnight  delivery (with evidence of delivery) to such party at the address in
effect for  notices to it under this  Agreement  and agrees  that such  service
shall  constitute  good and sufficient  service of process and notice  thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve
process in any manner  permitted by law. Each party hereto  hereby  irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial  by jury in any  legal  proceeding  arising  out of or  relating  to this
Agreement  or the  transactions  contemplated  hereby.  If either  party  shall
commence a Proceeding  to enforce any  provisions of this  Agreement,  then the
prevailing  party in such Proceeding shall be reimbursed by the other party for
its   attorneys   fees  and  other  costs  and  expenses   incurred   with  the
investigation,  preparation and prosecution of such Proceeding.  (j) Cumulative
Remedies.  The remedies provided herein are cumulative and not exclusive of any
remedies provided by law. (k) Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent  jurisdiction  to
be  invalid,  illegal,  void or  unenforceable,  the  remainder  of the  terms,
provisions,  covenants and  restrictions  set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated,  and
the parties  hereto  shall use their  reasonable  efforts to find and employ an
alternative  means to achieve the same or substantially the same result as that
contemplated by such term,  provision,  covenant or restriction.  (l) Headings.
The headings in this Agreement are for  convenience of reference only and shall
not limit or otherwise  affect the meaning hereof.  (m) Entire  Agreement.  The
Transaction Documents, together with the Exhibits and
Schedules thereto, contain the entire understanding of the parties with
respect to the subject matter hereof and supersede all prior agreements
and understandings, oral or written, with respect to such matters, which
the parties acknowledge have been merged into such documents, exhibits and
schedules. At or after the Closing, and without further consideration, the
Company will execute and deliver to the Purchaser such further documents
as may be reasonably requested in order to give practical effect to the
intention of the parties under the Transaction Documents. The Warrant
issued to the Purchaser by the Company in October 2000, and the Warrant
Purchase Agreement between the Company and the Purchaser and the
Registration Rights Agreement between the Company and the Purchaser, both
entered into in October 2000, are expressly terminated and of no further
force and effect.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                            SIGNATURE PAGES TO FOLLOW]


<PAGE>



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



                         MILLENNIUM CELL INC.



                         By: /s/ Norman R. Harpster, Jr.
                         Name:  Norman R. Harpster, Jr.
                         Title:    Vice President - Chief Financial Officer


                         Address for Notice:
                         1 Industrial Way West
                         Eatontown, NJ 07724
                         Facsimile No: (732) 542-4010
                         Attn: Chief Financial Officer

                         With a copy to:
                         Gibbons, Del Deo, Dolan, Griffinger &Vecchione, P.C.
                         One Riverfront Plaza
                         Newark, NJ 07102-5496
                         Phone (973) 596-4500
                         Fax     (973) 596-0545
                         Attn: Alyce C. Halchak, Esq.

                                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                                     SIGNATURE PAGES OF PURCHASERS TO FOLLOW]


<PAGE>



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

                           BALLARD POWER SYSTEMS INC.

                           By: /s/ Dennis Campbell
                           Name:       Dennis Campbell
                           Title:      President and Chief Operating Officer

                           By: /s/ Noordin Nanji
                           Name:       Noordin Nanji
                           Title:      Vice-President, Strategic Development

                           Address for Notice:
                           4343 North Fraser Way
                           Burnaby, British Columbia
                           Canada V5J 5J9
                           Attention:

                           With a copy to:
                           Cravath, Swaine & Moore
                           Worldwide Plaza
                           825 Eighth Avenue
                           New York, NY  10019
                           Phone No.:  (212) 474-1000
                           Facsimile No.:  (212) 474-3700
                           Attn:  John T. Gaffney, Esq.



<PAGE>


                                   Annex A

                              Plan of Distribution

                  The selling stockholders and any of their pledgees, assignees
and successors-in-interest may, from time to time, sell any or all of their
shares of Common Stock on any stock exchange, market or trading facility on
which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The selling stockholders may use any one or more of
the following methods when selling shares:

o        ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;

o       block trades in which the broker-dealer will attempt to sell the shares
         as agent but may position and resell a portion of the block as
         principal to facilitate the transaction;

o        purchases by a broker-dealer as principal and resale by the
         broker-dealer for its account;

o        an exchange distribution in accordance with the rules of the
        applicable  exchange;

o        privately negotiated transactions;

o        short sales;

o        broker-dealers may agree with the selling stockholders to sell a
         specified number of such shares at a stipulated price per share;

o        any other method permitted pursuant to applicable law; and

o        a combination of any such methods of sale.

                  The selling stockholders may also sell shares under Rule 144
under the Securities Act, if available, rather than under this prospectus.

     Broker-dealers  engaged by the selling  stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling  stockholders (or, if any  broker-dealer  acts as
agent for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  stockholders  do not expect  these  commissions  and
discounts to exceed what is customary  in the types of  transactions  involved.
The  selling  stockholders  may from time to time  pledge  or grant a  security
interest  in some or all of the shares of common  stock  owned by them and,  if
they default in the performance of their secured  obligations,  the pledgees or
secured parties may offer and sell the shares of common stock from time to time
under this  prospectus,  or under an  amendment to this  prospectus  under Rule
424(b)(3) or other applicable provision of the Securities Act amending the list
of selling stockholders to include the pledgee,  transferee or other successors
in  interest  as  selling  stockholders  under  this  prospectus.  The  selling
stockholders   also  may   transfer   the  shares  of  common  stock  in  other
circumstances,  in which case the transferees,  pledgees or other successors in
interest will be the selling beneficial owners for purposes of this prospectus.
The selling  stockholders and any broker-dealers or agents that are involved in
selling the shares may be deemed to be "underwriters" within the meaning of the
Securities Act in connection  with such sales.  In such event,  any commissions
received by such  broker-dealers  or agents and any profit on the resale of the
shares  purchased  by them may be  deemed  to be  underwriting  commissions  or
discounts under the Securities Act. The selling  stockholders have informed the
Company  that they does not have any  agreement or  understanding,  directly or
indirectly,  with any person to distribute  the common  stock.  The Company has
agreed to indemnify the selling  stockholders  against certain losses,  claims,
damages and liabilities, including liabilities under the Securities Act.