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                                                                   EXHIBIT 10.13

                      CONFIDENTIALITY, NON-COMPETITION AND
                        OWNERSHIP OF INVENTIONS AGREEMENT

      THIS CONFIDENTIALITY, NON-COMPETITION AND OWNERSHIP OF INVENTIONS
AGREEMENT ("Agreement"), made as of "the Effective Date", as that term is
defined in paragraph 5 hereinbelow, by and between Millennium Cell Inc., a
Delaware corporation with its principal place of business located at 1
Industrial Way West, Eatontown, New Jersey 07724 ("the Company"), and Steven C.
Amendola, an individual residing at 22 Lambert Johnson Drive, Ocean, New Jersey
07712 ("Consultant").

      WHEREAS, the Company and Reaction Sciences, Inc., a New Jersey corporation
with its principal place of business located at 22 Lambert Johnson Drive, Ocean,
New Jersey 07712 ("Independent Consultant"), have entered into an Independent
Consulting Agreement dated as of the "Effective Date", as that term is defined
in paragraph 13 of the Independent Consulting Agreement ("Independent Consulting
Agreement"), pursuant to which Independent Consultant has agreed to perform
certain Services, as that term is defined in paragraph 1(b) of the Independent
Consulting Agreement, for the Company; and

      WHEREAS, pursuant to paragraph 8(b) of the Independent Consulting
Agreement, Independent Consultant agreed (i) to require all of its employees, as
a condition of employment with Independent Consultant, to sign a
Confidentiality, Non-Competition and Ownership of Inventions Agreement in the
form annexed to the Independent Consulting Agreement as Exhibit A, (ii) not to
assign any Services, as that term is defined in paragraph 1(b) of the
Independent Consulting Agreement, and not to disclose any Confidential
Information, as that term is defined in paragraph 8(a) of the Independent
Consulting Agreement (and which definition is set forth in paragraph 1(a)
hereinbelow) to any of Independent Consultant's employees, prior to the delivery
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to the Company of such an executed Confidentiality, Non-Competition and
Ownership of Inventions Agreement in the form annexed to the Independent
Consulting Agreement as Exhibit A; and represented and warranted to the Company
that, prior to the assignment of any Services, as that term is defined in
paragraph 1(b) of the Independent Consulting Agreement, to any of Independent
Consultant's employees, and prior to the disclosure of any Confidential
Information, as that term is defined in paragraph 8(a) of the Independent
Consulting Agreement (and which definition is set forth in paragraph 1(a)
hereinbelow) to any of Independent Consultant's employees, Independent
Consultant shall have obtained from each such employee and delivered to the
Company such an executed Confidentiality, Non-Competition and Ownership of
Inventions Agreement in the form annexed to the Independent Consulting Agreement
as Exhibit A; and

      WHEREAS, Consultant wishes, in accordance with the terms and conditions
set forth in the Independent Consulting Agreement and hereinbelow (i) to become
employed by Independent Consultant, (ii) to perform Services, as that term is
defined in paragraph 1(b) of the Independent Consulting Agreement, for the
Company, and (iii) to receive Confidential Information, as that term is defined
in paragraph 8(a) of the Independent Consulting Agreement and in paragraph 1(a)
hereinbelow, from the Company, its affiliates, its joint venturers and/or its
clients or customers; and

      WHEREAS, Consultant acknowledges and agrees that the Confidential
Information, as that term is defined in paragraph 8(a) of the Independent
Consulting Agreement and in paragraph 1(a) hereinbelow, of the Company, its
predecessors, its affiliates, its joint venturers and/or its clients or
customers, is valuable to the Company, its affiliates, its joint venturers
and/or its clients or customers, and that the protection and maintenance of such
Confidential Information


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constitutes a legitimate business interest of the Company, its affiliates, its
joint venturers and/or its clients or customers to be protected by the
non-competition restrictions set forth hereinbelow; and

      WHEREAS, Consultant acknowledges and agrees that Consultant's duties and
responsibilities as an employee of Independent Consultant related to providing
Services, as that term is defined in paragraph 1(b) of the Independent
Consulting Agreement, to the Company, may involve creating, conceiving of,
making, preparing, working on or contributing to the creation of Contracted
Inventions, as that term is defined in paragraph 9(a) of the Independent
Consulting Agreement and in paragraph 2(a) hereinbelow, ownership of which,
Consultant acknowledges, the Company must maintain in order to ensure the
success of the Company's Business, as that term is defined in paragraph 9(a) of
the Independent Consulting Agreement and in paragraph 2(a) hereinbelow, and
which Consultant agrees and acknowledges constitute or will constitute
significant value to the Company;

      NOW, THEREFORE, in consideration of the covenants and promises contained
herein, including, without limitation, the access given to Consultant by the
Company, its affiliates, its joint venturers and/or its clients or customers, to
Confidential Information, as that term is defined in paragraph 8(a) of the
Independent Consulting Agreement and in paragraph 1(a) hereinbelow, of the
Company, its predecessors, its affiliates, its joint venturers and/or its
clients or customers, and for other good and valuable consideration, the
sufficiency of and receipt of which are hereby acknowledged, the Company and
Consultant agree as follows:

      1. Confidential Information.

      (a) Consultant expressly acknowledges that, in the performance of
Services, as that term is defined in paragraph 8(a) of the Independent
Consulting Agreement and hereinbelow, for


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the Company, Consultant will be exposed to the trade secrets, business and/or
financial secrets and confidential and proprietary information of the Company,
its predecessors its affiliates, its joint venturers and/or its clients or
customers ("Confidential Information"). The term "Confidential Information"
means, without limitation, information or material that has actual or potential
commercial value to the Company, its affiliates, its joint venturers and/or its
clients or customers and is not generally known to and is not readily
ascertainable by proper means to persons outside the Company, its affiliates,
its joint venturers and/or its clients or customers. Except as authorized in
writing by the Company's President, during the term of Consultant's employment
with Independent Consultant and thereafter until such time as any such
Confidential Information becomes generally known to and readily ascertainable by
proper means to persons outside the Company, its affiliates, its joint venturers
and/or its clients or customers, Consultant agrees to keep strictly confidential
and not use for personal benefit or the benefit to any other person or entity
(other than the Company) the Confidential Information of the Company, its
predecessors, its affiliates, its joint venturers and/or its clients or
customers, whether or not prepared or developed by Consultant, Independent
Consultant or any other employee of Independent Consultant. Confidential
Information includes, without limitation, the following, whether or not
expressed in a document or medium, regardless of the form in which it is
communicated, and whether or not marked "trade secret" or "confidential" or any
similar legend: (a) lists of and/or information concerning customers, clients,
suppliers, employees, consultants, and/or co-venturers of the Company, its
predecessors, its affiliates, its joint venturers and/or its clients or
customers, or any such prospective customers, clients, suppliers, employees,
consultants and co-venturers, (b) information submitted by customers, clients,
suppliers, employees, consultants and/ or co-venturers of the Company, its
predecessors, its affiliates, its


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joint venturers and/or its clients or customers, (c) information concerning the
business or prospective business of the Company, its predecessors, its
affiliates, its joint venturers and/or its clients or customers, including,
without limitation, cost information, technical information, profits, sales
information, prices, accounting, unpublished financial information, business
plans or proposals, markets and marketing methods, advertising and marketing
strategies, administrative procedures and manuals, the terms and conditions of
the Company's contracts and trademarks and patents under consideration,
distribution channels, franchises, investors, sponsors and advertisers, (d)
information concerning products and services of the Company, its predecessors,
its affiliates, its joint venturers and/or its customers or clients, including,
without limitation, product data and specifications, diagrams, flow charts, know
how, processes, designs, formulae, inventions, patents, manufacture, actual or
proposed applications, and product development, (e) lists of and/or information
concerning applicants, candidates or other prospects for employment, independent
contractor or consultant positions at or with the Company, its predecessors, its
affiliates, its joint venturers and/or its clients or customers, or any actual
or prospective customer of the Company, its predecessors, its affiliates and/or
its joint venturers, (f) any and all confidential processes, inventions or
methods of conducting business of the Company, its predecessors, its affiliates,
its joint venturers and/or its clients or customers, (g) any and all versions of
proprietary computer software (including source and object code), hardware,
firmware, code, discs, tapes, data listings and documentation of the Company,
its predecessors, its affiliates, its joint venturers and/or its clients or
customers, (h) any other information disclosed to Consultant, Independent
Consultant or any other employee of Independent Consultant by, or which
Consultant, Independent Consultant or any other employee of Independent
Consultant obtained under a duty of confidence from, the Company, its


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predecessors, its affiliates, its joint venturers and/or its clients or
customers, and (i) all other information not generally known to the public
which, if misused or disclosed, could reasonably be expected to adversely affect
the business or prospects of the Company, its predecessors, its affiliates, its
joint venturers and/or its clients or customers. The determination of what
constitutes Confidential Information is within the sole discretion of the
Company.

      (b) Consultant acknowledges that Confidential Information or other
information disclosed in connection with Independent Consultant's Services under
the Independent Consulting Agreement and/or under this Agreement may be
considered technical data that is subject to compliance with the export control
laws and regulations of the United States, and hereby agrees to comply with such
laws.

      (c) Upon termination of Consultant's employment with Independent
Consultant or of the Independent Consulting Agreement or upon request by the
Company, Consultant shall deliver forthwith to the Company any and all originals
and copies of Confidential Information in his or her possession, custody or
control, and shall execute and deliver to the Company the Termination
Certification attached hereto as Exhibit A.

      (d) Consultant represents, warrants and affirms that he or she does not
possess and will not rely upon the protected trade secrets or confidential or
proprietary information of his or her prior employer(s) in providing Services,
as that term is defined in paragraph 1(b) of the Independent Consulting
Agreement, to the Company pursuant to the Independent Consulting Agreement.

      (e) Consultant agrees that, under no circumstances shall Consultant remove
from the offices of the Company, its predecessors, it affiliates, its joint
venturers and/or its customers or clients any originals or copies of
Confidential Information, as that term is defined in paragraph


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1(a) hereinabove, or any other materials or information relating to the Company,
its predecessors, it affiliates, its joint venturers and/or its customers or
clients, whether or not they contain or constitute trade secrets of the Company,
its predecessors, it affiliates, its joint venturers and/or its customers or
clients, without the written permission of the Company's President; nor shall
Consultant make any copies of any of such materials for use outside of the
offices of the Company, its predecessors, it affiliates, its joint venturers
and/or its customers or clients, except as specifically authorized in writing by
the Company's President.

      2. Ownership of Inventions.

      (a) Consultant acknowledges that, in connection with the Services, as that
term is defined in the Independent Consulting Agreement, provided by Independent
Consultant to the Company pursuant to the Independent Consulting Agreement, and
in connection with Consultant's employment with Independent Consultant related
to such Services, Consultant may create, conceive of, make, prepare, work on or
contribute to the creation of, or may be asked by the Company, its affiliates,
its joint venturers or its actual or potential customers or clients, or by
Independent Consultant, to create, conceive of, make, prepare, work on or
contribute to the creation of, without limitation, lists, business diaries,
business address books, documentation, ideas, concepts, inventions, designs,
works of authorship, computer programs, audio/visual works, developments,
proposals, works for hire or other materials ("Contracted Inventions"). To the
extent that any Contracted Inventions relate or were related to the actual or
reasonably anticipated business of the Company, its predecessors, its
affiliates, its joint venturers and/or its clients or customers, or fall or fell
within, or are or were suggested by, or result or resulted from any tasks to be
performed by Independent Consultant under the Independent Consulting Agreement
or by Consultant under this Agreement for or on behalf of the Company, its


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predecessors, its affiliates, its joint venturers and/or its clients or
customers (the "Company's Business"), in accordance with the terms hereof,
Consultant expressly acknowledges that all of the activities and efforts of
Consultant relating to any Contracted Inventions, whether or not performed
during the regular business hours of either the Company, Independent Consultant
or Consultant, are within the scope of Independent Consultant's scope of
Services under the Independent Consulting Agreement, and that the Company owns
all right, title and interest in and to all Contracted Inventions, including, to
the extent that they exist, all intellectual property rights thereto,
including, without limitation, copyrights, patents and trademarks in and to all
Contracted Inventions. Consultant also acknowledges and agrees that the Company
owns and is entitled to sole ownership of all rights and proceeds to all
Contracted Inventions. For purposes of this Agreement, the term "Company's
Business" shall mean the development, licensing, sale or distribution of
technology, devices or systems related to alternative energy chemistry.

      (b) Consultant expressly agrees to assign to the Company, and hereby
assigns to the Company, all right, title and interest in and to all Contracted
Inventions, including, to the extent they exist, all intellectual property
rights thereto, including, without limitation, copyrights, patents and
trademarks in and to all Contracted Inventions.

      (c) Consultant agrees to disclose any Contracted Invention promptly to the
Company, in writing, and to no other person or entity. Consultant further agrees
to execute promptly, at the Company's request, specific written assignments of
any right, title and interest in any Contracted Inventions, and do anything else
reasonably necessary to enable the Company to secure or obtain a copyright,
patent, trademark or other form of protection in or for any such Invention in
the United States or other countries. Consultant further agrees that the Company
is not required to secure Consultant's permission to change or otherwise alter
any Contracted Invention.


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      (d) Consultant acknowledges that all rights, waivers, releases and/or
assignments granted herein and made by Consultant and/or its employees are
freely assignable by the Company and are made for the benefit of the Company and
its affiliates, subsidiaries, licensees, successors and assigns.

      (e) Consultant agrees to waive, and hereby does waive, for the benefit of
all persons, any and all right, title and interest in the nature of "moral
rights" or "droit moral" granted to Consultant in any country in the world in
connection with any Contracted Invention.

      (f) Consultant agrees that, if in the course of performing the Services,
as that term is defined in the Independent Consultant Agreement, for the
Company, Consultant incorporates into any Contracted Invention any invention,
improvement, development, concept, discovery or other proprietary information
owned by Consultant or in which Consultant has an interest, (i) Consultant shall
inform the Company, in writing, before incorporating such invention,
improvement, development, concept, discovery or other proprietary information
into any invention, and (ii) the Company is hereby granted and shall have a
nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to make,
have made, modify, use and sell such item as part of or in connection with such
invention. Consultant shall not incorporate any invention, improvement,
development, concept, discovery or other proprietary information owned by any
third party into any invention without the Company's prior written permission.

      3. Non-Competition.

      (a) Consultant acknowledges and agrees that, in consideration of the
non-competition restrictions set forth herein, the Company shall provide the
Consultant with access to Confidential Information, as that term is defined in
paragraph 1(a) hereinabove, of the Company, its predecessors, its affiliates,
its joint venturers and/or its clients or customers. Consultant


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agrees and acknowledges that the non-competition restrictions set forth
hereinbelow are reasonable and necessary and do not impose undue hardship or
burdens on Consultant. Consultant also acknowledges and agrees that the
Company's Business, as that term is defined in paragraph 2(a) hereinabove, is or
is intended to be conducted, developed, provided, licensed and/or distributed to
customers and clients throughout the world ("the Geographic Boundary"), that the
Geographic Boundary, scope of prohibited competition, and time duration set
forth in the non-competition restrictions set forth hereinbelow are reasonable
and necessary to maintain the value of the Confidential Information of, and to
protect the goodwill and other legitimate business interests of, the Company,
its affiliates, its joint venturers and/or its clients or customers.

      (b) Consultant hereby agrees and covenants that Consultant shall not,
directly or indirectly, in any capacity whatsoever, including, without
limitation, as an employee, employer, consultant, employee of consultant,
independent contractor, principal, partner, shareholder, officer, director or
any other individual or representative capacity or whether on Consultant's own
behalf or on behalf of any other person or entity or otherwise howsoever, during
the term of Consultant's employment with Independent Consultant and for a period
of twelve (12) months thereafter, in the Geographic Boundary:

      (1) Engage, own, manage, operate, control, be employed by, participate in,
provide consulting services to, or be connected in any manner with the
ownership, management, operation or control of any business in competition with
the Company's Business, as that term is defined in paragraph 2(a) hereinabove
("Competitive Activity") and to the extent that such Competitive Activity is
described in the Company Logbook, as that term is defined in paragraph 1(b) of
the Independent Consulting Agreement, provided however, that nothing in this
paragraph


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3(b)(1) shall be construed to preclude Consultant from making any investments in
the securities of any competing enterprise, whether or not engaged in direct or
indirect competition with the Company, its affiliates, its joint venturers
and/or its clients or customers, to the extent that such securities are actively
traded on a national securities exchange or in the over-the-counter market in
the United States or on any foreign exchange and represent, at the time of
acquisition, not more than three (3) percent of the aggregate voting power of
such business enterprise.

      (2) Directly or indirectly, recruit, induce, divert or solicit, or attempt
to recruit, induce, divert or solicit, any employee, consultant or independent
contractor of the Company, its affiliates and/or its joint venturers to leave
the employment or other relationship thereof, whether or not any such employee,
consultant or independent contractor is party to an employment or consulting
agreement.

      (3) Directly or indirectly, contact, call on, induce, divert or solicit
any customer or client of the Company, its affiliates and/or its joint
venturers, or any business enjoyed by or solicited from clients or customers of
the Company, its affiliates and/or its joint venturers, with whom or with which
Consultant was involved or had a relationship during the term of the
Consultant's employment with Independent Consultant or during the period in
which Consultant provided Services, as that term is defined in paragraph 1(b) of
the Independent Consulting Agreement (whichever is longer) to the Company, for
any purpose or reason relating to the Company's Business.

      4. Injunctive Relief. Consultant acknowledges that any breach of
paragraphs 1, 2 or 3 hereinabove would constitute a material breach of this
Agreement and will cause great or irreparable injury to the Company for which
pecuniary compensation would not afford adequate relief, or it would be
extremely difficult to ascertain the amount of the compensation which


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would afford adequate relief. Therefore, in the event of an actual or threatened
breach of paragraphs 1, 2 or 3 of this Agreement, Consultant agrees that the
Company has the right to seek and obtain equitable relief, including injunctive
relief and specific performance, in addition to any other rights and remedies it
may have. Nothing herein shall be construed as prohibiting the Company from
pursuing any other remedies available for such actual or threatened breach,
including the recovery of damages.

      5. Term. The term of this Agreement shall commence on the "Effective
Date", as that term is defined hereinbelow, and shall terminate upon the earlier
of the termination of Consultant's employment with Independent Consultant or the
termination of the Independent Consulting Agreement, provided however, that
Consultant's obligations set forth in paragraphs 1, 2 and 3 hereinabove shall
survive the termination of this Agreement and of Consultant's employment with
Independent Consultant. The Effective Date of this Agreement shall be the first
date that Consultant renders Services to the Company or that Consultant becomes
an employee of Independent Consultant, whichever is earlier (and in the case of
Steven C. Amendola, retroactive to October 1, 2001).

      6. General Provisions.

      (a) All construction, interpretation and enforcement of this Agreement
shall be governed by and construed in accord with the laws of the State of New
York, without giving effect to its principles of conflicts of law.

      (b) Any and all disputes or controversies arising out of or relating to
this Agreement, including, without limitation, disputes or controversies
concerning the construction, interpretation, breach or enforcement of this
Agreement, shall be filed and heard exclusively in the courts of New York, and
each of the parties hereby irrevocably consents to the exclusive jurisdiction of
such courts in any legal or equitable proceedings related to such dispute and


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waives, to the fullest extent permitted by law, any objection which it may now
or hereafter have that the laying of the venue of any legal proceedings related
to such dispute which is brought in any such court is improper or that such
proceedings have been brought in an inconvenient forum.

      (c) The "WHEREAS" recitals are an integral part of this Agreement, and are
therefore incorporated herein as a part of this Agreement.

      (d) Consultant and the Company agree that any provision of this Agreement
deemed unenforceable or invalid may be reformed by a court to permit enforcement
of the objectionable provision to the fullest permissible extent. Any provision
of this Agreement deemed unenforceable after modification shall be deemed
stricken from this Agreement, with the remainder of the Agreement being given
its full force and effect.

      (e) Any waiver or inaction by the Company for any breach of this Agreement
shall not be deemed a waiver of any subsequent breach of this Agreement.

      (f) Consultant's obligations under this Agreement are personal in nature
and may not be assigned by Consultant to any other person or entity.

      (g) Each covenant and provision contained herein shall be construed as an
agreement independent of any other provision of this Agreement, and survive the
termination of this Agreement. The existence of any claim or cause of action of
Consultant against the Company, whether predicated on this Agreement or not,
shall not constitute a defense to the Company's enforcement of such covenant.

      (h) This Agreement and its attached exhibits and the Independent
Consulting Agreement constitute the entire agreement between the parties
regarding its subject matter. When signed by all parties, this Agreement
supersedes and nullifies all prior or contemporaneous conversations,
negotiations, or agreement, whether oral or written, regarding the subject
matter of this Agreement. In any future construction of this Agreement, this
Agreement should be


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given its plain meaning. This Agreement and any attached exhibits may be amended
only by a writing signed by the Company and Consultant.

      (i) This Agreement may be executed in counterparts, a counterpart
transmitted via facsimile, and all executed counterparts, when taken together,
shall constitute sufficient proof of the parties' entry into this Agreement. The
parties agree to execute any further or future documents that may be necessary
to allow the full performance of this Agreement. This Agreement contains
headings for ease of reference. The headings have no independent meaning.

      IN WITNESS WHEREOF, the parties have executed this Agreement, at
Eatontown, New Jersey, on the day and year first above written.

STEVEN C. AMENDOLA                         MILLENNIUM CELL INC.
    /s/ Steven C. Amendola                     /s/ Stephen S. Tang
By: --------------------      By:           ------------------------
                                               Name:  Stephen S. Tang
                                               Title: President

Date: December 11, 2001       Date:        December 11, 2001


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                                    EXHIBIT A

                              MILLENNIUM CELL INC.
           CERTIFICATION OF RETURN OF COMPANY PROPERTY AND INFORMATION

This is to certify that I do not have in my possession, nor have I failed to
return, any Confidential Information, as that term is defined in paragraph 1(a)
of that certain Confidentiality, Non-Competition and Ownership of Inventions
Agreement dated as of _________, 200_ between Millennium Cell Inc. and me ("the
Agreement"), including, without limitation, devices, records, software, data,
notes, reports, proposals, lists, and sources of customers, lists of employees,
proposals to customers, drafts of proposals, business plans and projections,
reports, job notes, correspondence, specifications, drawings, blueprints,
sketches, materials, equipment, other documents or property, or reproductions of
any aforementioned items. I further certify that I have complied with all terms
of the Agreement, including the reporting of any inventions and original works
of authorship (as defined therein) conceived or made by me (solely or jointly
with others) covered by the Agreement. I further agree that, in compliance with
the Agreement, I will preserve as confidential, the Confidential Information, as
that term is defined in paragraph 1(a) of the Agreement.

Date: _______________________________   [NAME]

                                        _______________________________
                                        Signature


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