MILLENNIUM
      CELL INC.


CHANGE-IN-CONTROL
      AGREEMENT





THIS
      CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), made and entered into as
      of June 22, 2007, by and between Millennium Cell Inc., a Delaware corporation
      (the “Company”), and Richard Mohring, an individual residing at 8
      Princeton Court, East Brunswick, NJ 08816 (the “Executive”).




WHEREAS,
      the Company considers it essential to its best interests to foster the continued
      employment of key management personnel and recognizes the distraction and
      disruption that the possibility of a Change in Control (as defined in Section
      1(f) below) may raise to the detriment of the Company and its stockholders;
      and




WHEREAS,
      the Company has determined to take appropriate steps to reinforce and encourage
      the continued attention and dedication of key management personnel to their
      assigned duties in the face of a possible Change in Control.




NOW,
      THEREFORE, in consideration of the
      premises and the mutual covenants contained herein, the Company and the
      Executive hereby agree as follows:




1.           DEFINITIONS.




(a)           “Affiliate”
      shall mean any business entity controlling, controlled by or under common
      control with the Company.




(b)           “Base
      Salary” shall mean the annual salary of the Executive at the time of
      termination of his employment.




(c)           “Beneficiary”
      shall mean (i) the person or persons named by the Executive, by written notice
      to the Company, to receive any compensation or benefit payable under this
      Agreement or (ii) in the event of his death, if no such person is named and
      survives the Executive, his estate.




(d)           “Board”
      shall mean the Board of Directors of the Company.




(e)           “Cause”
      shall mean any one of the following(all as reasonably determined by the
      Company):




(i)           a
      final judgment of conviction of the Executive for a felony entered by a trial
      court regardless of whether the Executive appeals the judgment; provided,
      however, that such felony is the type of felony that causes or threatens to
      cause material harm to the Company;




(ii)           the
      issuance of a final award, judgment or order by an administrative agency,
      arbitrator, governmental body, governmentally-owned corporation, mediator,
      self-regulatory organization or trial court that the Executive is prohibited
      from performing any material duty as an employee of the Company or an Affiliate
      for more than three (3) months, regardless of whether the Executive appeals
      the
      award, judgment or order;













(iii)           a
      final judgment determining that the Executive committed, or a final conviction
      of the Executive for, a violation of any federal, state or local law or
      regulation that adversely affects the Company or an Affiliate; provided,
      however, that this provision does not apply to a violation subject only to
      a
      monetary fine or penalty of Three Thousand Dollars ($3,000) or
      less;




(iv)           the
      neglect by the Executive on a regular basis, other than by reason of his
      disability or legal incompetency, of his material duties as an employee of
      the
      Company or an Affiliate;




(v)           the
      failure of the Executive, other than by reason of his disability or legal
      incompetency, to carry out the lawful business directions of the Company or
      any
      officer of the Company who customarily gives business directions to the
      Executive, and the failure continues for more than thirty (30) days after the
      Company or officer gives written notice to the Executive specifying the nature
      of the failure and requesting the Executive to cure it;




(vi)           any
      act or failure to act that (A) the Executive intends to cause or to threaten
      to
      cause a material loss to the business of the Company or an Affiliate or (B)
      constitutes gross negligence and causes or threatens to cause a material loss
      to
      the business of the Company or an Affiliate;




(vii)           appropriation
      of the business opportunities of the Company or an Affiliate for the personal
      benefit of the Executive or any person or entity in which the Executive has
      an
      interest;




(viii)                      intentional
      interference with the business of the Company or an Affiliate that is a
      violation of any law or provision of this Agreement, and that causes or
      threatens to cause a material loss to the business of the Company or an
      Affiliate;




(ix)           falsification
      of any information given to any director or officer of the Company or an
      Affiliate; or




(x)           any act by
      the Executive directed against the Company or an Affiliate of bribery,
      embezzlement, fraud, misappropriation of assets or the receipt of
      kickbacks.




(f)           “Change
      in Control” shall mean the occurrence of any of the following:




(i)           the
      consummation of any consolidation or merger of the Company pursuant to which
      less than 50% of the outstanding voting securities of the surviving or resulting
      company is, directly or indirectly, beneficially owned (within the meaning
      of
      Rule 13d-3 promulgated under the Securities Exchange Act of 1934 (the
“Exchange Act”)) by the Company or individuals or entities which were
      stockholders of the Company prior to the consolidation or merger;











(ii)           the
      consummation of any sale, lease, exchange or other transfer (in one transaction
      or a series of related transactions) of all, or substantially all (as determined
      by a value of at least 50% of the fair market value of all of the assets of
      the
      Company), of the assets of the Company other than any sale, lease, exchange
      or
      other transfer to any company in which the Company or individuals or entities
      which were stockholders of the Company, directly or indirectly, beneficially
      own
      within the meaning of Rule 13d-3 promulgated under the Exchange Act) more than
      50% of the outstanding voting securities of such company after any such
      transfer;




(iii)           any
      person (as such term is used in Section 13(d) of the Exchange Act, other than
      the Company, a subsidiary or one or more employee benefit plans established
      by
      the Company for the benefit of employees of the Company or any subsidiary,
      shall
      become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
      Act), whether directly, indirectly, of 35% or more of the outstanding common
      stock of the Company;




(iv)           the
      consummation by any entity, person or group (including any affiliate thereof,
      other than the Company) of a tender offer or exchange offer pursuant to which
      the offeror shall become the beneficial owner (within the meaning of Rule 13d-3
      under the Exchange Act), whether directly, indirectly, beneficially or of
      record, of 50% or moreof the outstanding voting securities of the Company;
      or




(v)           a change in
      composition of the Board occurring within a rolling two-year period, as a result
      of which fewer than a majority of the directors are Incumbent Directors
      (“Incumbent Directors” shall mean directors who either (x) are members of
      the Board as of the date of this Agreement or (y) are elected, or nominated
      for
      election, to the Board with the affirmative votes of at least a majority of
      the
      Incumbent Directors at the time of such election or nomination, but shall not
      include an individual not otherwise an Incumbent Director whose election or
      nomination is in connection with an actual or threatened proxy contest,
      including but not limited to a consent solicitation, relating to the election
      of
      directors to the Board).




(g)           “Disability”
      shall mean the illness or other mental or physical disability of the Executive,
      as determined by a physician mutually acceptable to the Company and the
      Executive, resulting in his inability to perform substantially all the duties
      of
      his position for a period of six or more consecutive months or an aggregate
      of
      six months in any 12-month period.




(h)           “Good
      Reason” shall mean, without the Executive’s prior written consent or that is
      not cured by the Company within thirty (30) days after its receipt of written
      notice of the Executive’s objection to the occurrence:




(i)           assignment
      to the Executive of any title, position, duties or responsibilities that are
      significantly diminished when compared with the title, position, duties or
      responsibilities of the Executive on the date of this Agreement;











(ii)           reduction
      in the Executive’s then current Base Salary;




(iii)           the
      Company’s failure to pay the Executive any material amounts otherwise vested and
      due him hereunder or under any plan, program or policy of the Company;
      or




(iv)           the
      Executive being forced to relocate to a principal place of employment which
      is
      more than fifty (50) miles from the current address of the Company as set forth
      in Section 5.




2.           TERM
      OF AGREEMENT.




This
      Agreement shall be effective immediately upon its execution by the Company
      and
      the Executive (the “Effective Date”) and shall remain in effect until
      September 25, 2008, subject to the earlier termination of the Executive’s
      employment with the Company for any reason; provided, however,
      that this Agreement shall remain in effect for a two-year period commencing
      upon
      the (A) occurrence of any Change in Control during the term of this Agreement
      or
      (B) termination of the Executive’s employment with the Company in anticipation
      of a Change in Control.




3.           ENTITLEMENT
      UPON TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY THE EXECUTIVE FOR GOOD
      REASON FOLLOWING, OR IN ANTICIPATION OF, A CHANGE IN CONTROL.




In
      the event of termination of the
      Executive’s employment within two years following, or in anticipation of, a
      Change in Control (a) by the Company without Cause or (b) by the Executive
      for
      Good Reason, he shall be entitled to the following:




(a)           GENERAL
      ENTITLEMENT: a prompt lump sum payment equal to:




(i)           his
      annual Base Salary through the date of termination;




(ii)           payment
      in lieu of any unused vacation, in accordance with the Company’s vacation policy
      and applicable laws;




(iii)           any
      annual or discretionary bonus earned but not yet paid to him for any calendar
      year prior to the year in which his termination occurs; and




(iv)           reimbursement
      of any reimbursable business expenses incurred by the Executive through the
      date
      of termination but not yet paid to him.




(b)           CHANGE-IN-CONTROL
      ENTITLEMENT:




(i)           a prompt
      lump sum payment equal to 2 times the sum of (A) his annual Base Salary, at
      the
      rate in effect immediately before such termination, and (B) the average of
      his
      annual bonuses (calculating, for these purposes, the value of any bonuses paid
      in shares of common stock, par value $.001 per share, of the Company (the
“Common Stock”) on the basis of the closing sales price, regular way, of
      the Common Stock on the National Association of Securities Dealers, Inc.,
      Automated Quotation System (Nasdaq) on the date such payment is
      made) payable with respect to the three calendar years prior to the year in
      which termination occurs (or the average of all annual bonuses paid to the
      Executive if the Executive has not been employed by the Company for each of
      the
      three calendar years prior to the year in which the termination
      occurs);











(ii)           continuing
      coverage under the life, disability, accident and health insurance programs
      covering senior executives of the Company generally, as from time to time in
      effect, for the two-year period immediately following such termination;
      and




(iii)           immediate
      and unconditional vesting of any unvested stock options and stock grants
      previously awarded to Executive and, for the one-year period following such
      termination, the right to exercise any stock options held by
      Executive.




(c)           GOLDEN
      PARACHUTE EXCISE TAX.  The Company, at its sole expense, shall cause
      its independent certified public accountants (the “Accountants”) to
      promptly review all payments, distributions and benefits that have been made
      to
      or provided to, and are to be made to or provided to, the Executive under this
      Agreement and any other agreement and plan, to determine the applicability
      of
      Code Section 4999.  If the Accountants determine that (i) any such
      payments, distributions or benefits (the “Original Payment(s)”) are
      subject to excise tax under Code Section 4999,  and (ii) the amount of
      the Original Payment(s), reduced by all federal, state and local taxes
      applicable thereto, including the excise tax imposed pursuant to Code Section
      4999, is less than the amount Executive would receive, after taxes, if he were
      paid only three times his Base Amount (as such term is defined in Code Section
      280(b)(3)) less $1.00, then the payments to be made to the Executive under
      this
      Agreement which are contingent on a Change of Control shall be reduced to an
      amount which, when added to the aggregate of all other payments to the Executive
      which are contingent on a Change of Control, will make the total amount of
      such
      payments equal to three times his Base Amount less $1.00 (the “Adjusted
      Payment(s)”).  To facilitate the calculation of the applicable
      excise tax, the Executive shall provide the Accountants with copies of the
      Executive’s Forms W-2 for the tax years the Accountants determine appropriate
      for their use in determining the application of Code Section 4999 and
      calculating any reduction under this Section 3(c).  The Accountants
      shall perform the calculations in conformance with the provisions of this
      Section 3(c), and shall provide the Executive with a copy of their
      calculations.




(d)           SECTION
      409A.  If and to the extent necessary to avoid the imposition of
      accelerated or additional taxes under Section 409A of the Code, any payments
      to
      Executive under this Agreement that would have to be paid during the six month
      period following the date of termination shall be paid in a lump sum on the
      date
      that is six months following the date of termination.











4.           NO
      MITIGATION




The
      Company agrees that if the Executive’s employment with the Company terminates,
      he shall not be obligated to seek other employment or to attempt to reduce
      any
      amount payable to him under this Agreement.  Further, no amount of any
      payment hereunder shall be reduced by any compensation earned by the Executive
      as the result of employment by a subsequent employer or otherwise.




5.           NOTICES.




Any
      notice or other communication required or permitted under this Agreement shall
      be in writing and shall be deemed to have been duly given when delivered by
      hand, electronic transmission (with a copy following by hand or by overnight
      courier), by registered or certified mail, postage prepaid, return receipt
      requested or by overnight courier addressed to the other party.  All
      notices shall be addressed as follows, or to such other address or addresses
      as
      may be substituted by notice in writing:




To
      the Company:




Millennium
      Cell Inc.


One
      Industrial Way West


Eatontown,
      New Jersey 07724


Fax:
      (732) 542-4010





To
      the Executive:




At
      his
      residence and facsimile address most recently filed with the
      Company.




6.           GENERAL
      PROVISIONS.




(a)           AMENDMENTS.  No
      provision of this Agreement may be amended, modified or waived unless such
      amendment, modification or waiver shall be agreed to in writing and signed
      by
      the Executive and by a duly authorized officer of the Company.




(b)           SEVERABILITY.  If
      any provision of this Agreement shall be determined to be invalid or
      unenforceable by a court of competent jurisdiction, the remaining provisions
      of
      this Agreement shall be unaffected thereby and shall remain in full force and
      effect to the fullest extent permitted by law.




(c)           PARTIAL
      INVALIDITY.  If any provision of this Agreement is held by a court of
      competent jurisdiction to be invalid, void or unenforceable, the remaining
      provisions shall nevertheless continue in full force without being impaired
      or
      invalidated in any way.











(d)           GOVERNING
      LAW/VENUE.  This Agreement shall be construed, interpreted and
      governed in accordance with the laws of the State of New York, without reference
      to rules relating to conflicts of law.  The state and federal courts
      in the State of New York shall have exclusive jurisdiction over any claims
      arising under this Agreement.




(e)           ENTIRE
      AGREEMENT; DEEMED OPTION AGREEMENT.  This Agreement contains the sole
      and entire agreement between the parties relating to the subject matter
      hereof.  This Agreement shall be deemed an “Option Agreement” for
      purposes of Section 6.5 of the Company’s Amended and Restated 2000 Stock Option
      Plan.




(f)           SURVIVAL.  Notwithstanding
      the termination of the term of this Agreement, the duties and obligations of
      the
      Company, if any, following the termination of the Executive’s employment
      following a Change in Control shall survive indefinitely.




(g)           WITHHOLDING.  The
      Company may deduct and withhold from any payments hereunder the amount that
      the
      Company, in its reasonable judgment, is required to deduct and withhold for
      any
      income, employment or excise taxes, whether federal, state or
      local.




(h)           NO
      OTHER COMPENSATION; EMPLOYEE AT WILL.  This Agreement shall not be
      construed as creating an express or implied contract of employment and, except
      as otherwise agreed in writing between the Executive and the Company, the
      Executive is and shall remain an “employee at will” and shall not have any right
      to be retained in the employ of the Company.




IN
      WITNESS WHEREOF, the parties have
      executed this Agreement as of the day and year first above written.









MILLENNIUM
                CELL INC.
              
              
              
              By:    
                /s/H. David Ramm
              Name:  H.
                David Ramm
              Title:  Chief
                Executive Officer/s/Dr.
                Richard Mohring
              Name:
                Dr. Richard Mohring