**     THIS AMENDED AND RESTATED EMPLOYMENT      AGREEMENT** (this "Agreement), made and entered into as of January 1, 2002,      between **Millennium Cell Inc.**, a Delaware corporation, with its principal      office located at One Industrial Way West, Eatontown, New Jersey 07724      (together with its successors and assigns permitted under this Agreement)      ("Millennium Cell"), and **Stephen S. Tang** ("Tang"), whose address is 2355      Spyglass Hill, Center Valley, Pennsylvania 18034.    

**W I T N E S S E T H:**

           **WHEREAS**, Millennium Cell has      determined that it is in the best interests of Millennium Cell and its      stockholders to enter into this Agreement, superseding all prior employment      agreements between Millennium Cell and Tang (individually a "Party" and      together the "Parties"), including the Agreement dated May 16, 2000 between the      Parties, and setting forth the obligations and duties of each Party; and    

           **WHEREAS**, Millennium Cell wishes to      assure itself of the services of Tang for the period hereinafter provided, and      Tang is willing to be employed by Millennium Cell for said period, upon the      terms and conditions provided in this Agreement;    

           **NOW, THEREFORE**, in consideration of      the premises and mutual covenants contained herein and for other good and      valuable consideration, the receipt of which is mutually acknowledged,      Millennium Cell and Tang agree as follows:    

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           **1.**     **DEFINITIONS.**

**          (a)     "Base      Salary"** shall mean the annual salary provided for in Section 3 below, as      adjusted from time to time by the Committee subject to approval by the Board.    

                **(b)     "Beneficiary"**      shall mean the person or persons named by Tang pursuant to Section 21 below or,      in the event that no such person is named and survives Tang, his estate.    

                **(c)     "Board"**      shall mean the Board of Directors of Millennium Cell.    

                **(d)     "Cause"**      shall mean:    

                     (i)      Tang's conviction in a court of law of, or guilty plea or no contest plea to, a      felony charge or a misdemeanor charge involving moral turpitude;    

                     (ii)      willful, substantial and continued failure by Tang to perform his duties under      this Agreement;    

                     (iii)      willful engagement by Tang in conduct that is demonstrably and materially      injurious to Millennium Cell;    

                     (iv)      gross negligence resulting in material economic harm to Millennium Cell; or    

                     (v)      a material breach by Tang of Section 10 or Section 11 below.    

                     For      the purposes of clauses (ii), (iii) and (iv) of this Section 1(d), no act or      failure to act on the part of Tang shall be deemed "willful failure," "willful      engagement" or "gross negligence" (x) if caused by Disability or (y) unless      done, or omitted to be done, by him not in good faith or without reasonable      belief that his act or omission was in the best interest of Millennium Cell.    

                **(e)     "Change      in Control"** shall mean the occurrence of any of the following:    

                     (i)      The Board votes to approve:    

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                          (A)      any consolidation or merger of Millennium Cell pursuant to which less than 50      percent of the outstanding voting securities of the surviving or resulting      company is owned by the individuals or entities which were stockholders of      Millennium Cell prior to the consolidation or merger;    

                          (B)      any sale, lease, exchange or other transfer (in one transaction or a series of      related transactions) of all, or substantially all, of the assets of Millennium      Cell other than any sale, lease, exchange or other transfer to any company when      Millennium Cell owns, directly or indirectly, 100 percent of the outstanding      voting securities of such company after any such transfer;    

                     (ii)      any person (as such term is used in Section 13(d) of the Securities Exchange      Act of 1934, as from time to time amended (the "Exchange Act")), other than one      or more current stockholders, Millennium Cell, a Subsidiary or one or more      employee benefit plans established by Millennium Cell for the benefit of      employees of Millennium Cell or any Subsidiary, shall become the beneficial      owner (within the meaning of Rule 13d-3 under the Exchange Act), whether      directly, indirectly, beneficially or of record, of 35 percent or more of the      outstanding common stock of Millennium Cell;    

                           (iii) commencement by any entity, person, or group (including any affiliate      thereof, other than Millennium Cell) of a tender offer or exchange offer where      the offeree acquires more than 50 percent of the outstanding voting securities      of Millennium Cell;    

                     (iv)      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    

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      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).    

                **(f)     "Committee"**      shall mean the Compensation Committee of the Board.    

                **(g)     "Disability"**      shall mean the illness or other mental or physical disability of Tang, as      determined by a physician acceptable to Millennium Cell and Tang, resulting in      his inability to perform substantially his material duties under this Agreement      for a period of six or more consecutive months or an aggregate of nine months      in any 12-month period.    

                **(h)     "Good Reason"** shall mean, without Tang's      prior written consent or his acquiescence:    

                           (i) assignment to Tang of duties incompatible with his positions of Chief      Executive Officer of Millennium Cell and an elected member of the board of the      most dominant controlling parent company, failure to maintain him in the      position and reporting relationship set forth in Section 2(c)(i) below or a      substantial diminution in the nature of his authority or responsibilities under      this Agreement;    

                           (ii) reduction in his then current Base Salary, bonus opportunity or benefits      coverage, except pursuant to an across-the-board reduction similarly affecting      all senior executives of Millennium Cell;    

                     (iii)      termination of Tang's employment, for any reason other than Cause, death,      Disability or voluntary termination, within two years following a Change in      Control;    

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                     (iv)      within two years following a Change in Control, relocation of Millennium Cell's      principal place of business to a location more than 75 miles from the location      of such office on the date of this Agreement; or    

                     (v)      Millennium Cell's failure to pay Tang any amounts otherwise vested and due him      hereunder or under any plan, program or policy of Millennium Cell.    

                **(i)     "Spouse"** shall mean, during the Term of      Employment, the woman who as of any relevant date is legally married to Tang.    

                **(j)     "Subsidiary"**      shall mean a corporation of which Millennium Cell owns directly or indirectly      more than 50 percent of its outstanding securities representing the right,      other than as affected by events of default, to vote for the election of      directors.    

                **(k)     "Term      of Employment"** or **"Term"** shall mean the period specified in Section      2(b) below.    

           **2.     TERM OF      EMPLOYMENT, POSITIONS AND DUTIES.**

                **(a)     Employment      of Tang.** Millennium Cell hereby employs Tang, and Tang hereby accepts      employment with Millennium Cell, in the positions and with the duties and      responsibilities set forth below and upon such other terms and conditions as      are hereinafter stated.    

                **(b)     Term      of Employment.** The Term of Employment shall commence on the date of this      Agreement and shall terminate on December 31, 2004, unless it is sooner      terminated as provided in Section 9 below or is extended by mutual agreement of      the Parties for an additional three years commencing January 1, 2005, pursuant      to notice from Millennium Cell to Tang by March 31, 2004, in accordance with      Section 25 below, that it would like to renew the Agreement.    

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           **(c)     Title      and Duties.**

                (i) Until      termination of his employment hereunder, Tang shall be employed as Chief      Executive Officer, reporting to the Board, with all the authority, power and      responsibility that customarily accrue to the position of chief executive      officer.    

                (ii)      Consistent with its obligations to stockholders, Millennium Cell shall use its      best efforts to secure the election of Tang as a member of the Board and to      secure his reelection to this position during the Term.    

           **(d)     Time      and Effort.**

                (i) Tang      agrees to devote his best efforts and abilities and his full business time and      attention to the affairs of Millennium Cell in order to carry out his duties      and responsibilities under this Agreement.    

                (ii)      Notwithstanding the foregoing, nothing shall preclude Tang from:    

                     (A)      serving on the boards of a reasonable number of trade associations and      charitable organizations and, with the prior consent of the Board, any business      not in competition with Millennium Cell,    

                           (B) engaging in charitable activities and community affairs, and    

                           (C) managing his personal investments and affairs;    

      provided, however, that such activities do not materially interfere with      the proper performance of his duties and responsibilities, as provided in      Section 2(c) above.    

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           **3.     BASE      SALARY.**

                 Tang shall      receive from Millennium Cell an initial Base Salary, payable in accordance with      the regular payroll practices of Millennium Cell, of $318,056. During the Term,      the Committee shall review the Base Salary for increase no less often than      annually as of the beginning of each calendar year after 2002. Any increase      determined by the Committee shall be subject to approval by the Board.    

           **4.     BONUSES.**

                **(a)     Annual Bonus**

                           (i) Tang shall be eligible to receive an annual bonus in respect of each      calendar year during the Term of Employment in accordance with any annual      incentive plan or plans established by Millennium Cell either for Tang alone or      for members of Millennium Cell's senior management generally. Any such bonus      shall be based on the level of his achievement of preset performance objectives      and targets, both as determined by the Committee and approved by the Board.    

                           (ii) The annual bonus shall be payable as soon as reasonably practicable after      the completion of Millennium Cell's audited financial statements for such      calendar year, prepared in accordance with generally accepted accounting      principles, but in no event later than 90 days after the end of the calendar      year.    

                **(b)     Discretionary      Bonus.** In addition to, or in lieu of, the annual bonus provided in Section      4(a), the Board may, in its discretion, on recommendation of the Committee,      authorize payment to Tang of a bonus for any calendar year based on his overall      performance or his achievement of such objectives, other than those comprised      in any annual bonus for that year, as the Board deems important to the success      of Millennium Cell.    

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           **5.     LONG-TERM INCENTIVE COMPENSATION.**

                During the      Term of Employment Tang shall participate in any long-term incentive plan or      plans established by Millennium Cell either for Tang alone or for members of      Millennium Cell's senior management generally.    

           **6.     EQUITY      OPPORTUNITY.**

                During the      Term of Employment, Tang shall be eligible to receive grants of options to      purchase shares of Millennium Cell's stock and awards of shares of Millennium      Cell's stock, either or both as determined by the Committee and approved by the      Board, under and in accordance with the terms of applicable plans of Millennium      Cell and related option agreements.    

           **7.     EXPENSE      REIMBURSEMENT.**

                Tang shall be      entitled to prompt reimbursement by Millennium Cell for all reasonable      out-of-pocket expenses incurred by him during the Term of Employment in      performing services under this Agreement, upon his submission of such accounts      and records as may be reasonably required by Millennium Cell.    

           **8.     EMPLOYEE BENEFIT PLANS.**

                **(a)     General.**      During the Term of Employment Tang shall be entitled to participate in all life      insurance, short-term and long-term disability, accident, health insurance and      savings/retirement plans, holidays, vacation and other employee benefits that      are applicable to Millennium Cell employees generally or to the senior      executives of Millennium Cell, including any plans that supplement the      foregoing types of plans, whether funded or unfunded.    

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                **(b)     Life      Insurance Benefit.** In addition to the group business travel and accidental      death and dismemberment insurance available to senior-level employees      generally, Millennium Cell shall provide Tang with, and pay the annual cost of,      an individual life insurance benefit, in the form of a guaranteed premium      five-year policy, in the face amount of $2 million.    

                **(c)     Disability      Benefits.** During the Term Millennium Cell shall provide Tang with long-term      disability insurance through a combination of group plans sponsored by      Millennium Cell and individual policies obtained by Millennium Cell for the      benefit of Tang, which together will be sufficient, in the event of termination      of Tang's employment due to Disability, to provide a monthly benefit equal      approximately to 74 percent of his monthly salary at the rate in effect      immediately before such termination. Tang shall be the owner of any individual      policies obtained and shall pay the premiums thereon; provided, however, that      Millennium Cell shall reimburse him for any premiums that he pays.    

           **9.     TERMINATION OF EMPLOYMENT.**

                **(a)     General.**      Notwithstanding anything to the contrary herein, in the event of termination of      Tang's employment under this Agreement for any reason whatsoever, he, his      dependents or his Beneficiary, as the case may be, shall be entitled to receive      (in addition to payments and benefits under, and except as specifically      provided in, subsections (b) through (g) below as applicable):    

                     (i)      his Base Salary through the date of termination of his employment, pursuant to      notice properly given in accordance with Section 25 below (the "Date of      Termination");    

                           (ii) payment in lieu of any unused vacation, in accordance with Millennium      Cell's vacation policy and applicable laws;    

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                           (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;    

                           (iv) any deferred compensation under any incentive compensation plan of      Millennium Cell or any deferred compensation agreement then in effect;    

                           (v) any other compensation or benefits, including without limitation long-term      incentive compensation described in Section 5 above, benefits under equity      grants and awards described in Section 6 above and employee benefits under      plans or arrangements described in Section 8 above, that have vested through      the Date of Termination or to which he may then be entitled in accordance with      the applicable terms of each grant, award, plan or arrangement;    

                           (vi) reimbursement in accordance with Section 7 above of any business expenses      incurred by Tang through the Date of Termination but not yet paid to him; and    

                     (vii)      vesting of any of the 1,012,500 options to purchase shares of Millennium Cell's      stock that were granted to Tang upon commencement of his employment with      Millennium Cell and that are unvested on the Date of Termination.    

                **(b)     Termination      due to Death.** In the event that Tang's employment terminates due to his      death, his Beneficiary shall be entitled, in addition to the compensation and      benefits specified in Section 9(a), to:    

                           (i) his Base Salary, at the rate in effect on the date of his death, through      the end of the third month following the month in which his death occurs, and    

                           (ii) a bonus equal in amount to Tang's annual bonus for the year preceding his      death prorated to the end of the month in which his death occurs, plus any      discretionary payment that may be awarded for the year in which his death      occurs.    

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                **(c)     Termination      due to Disability.** In the event that Tang's employment terminates due to      Disability, he or his Beneficiary, as the case may be, shall be entitled, in      addition to the compensation and benefits specified in Section 9(a), to a bonus      equal in amount to his annual bonus for the year preceding such termination      prorated to the end of the month in which his termination occurs, plus any      discretionary payment that may be awarded for the year in which his termination      due to Disability occurs.    

                **(d)     Termination      by Millennium Cell for Cause.** In the event that Tang's employment is      terminated by Millennium Cell for Cause, he shall be entitled only to the      compensation and benefits specified in Section 9(a).    

                     Notwithstanding      the foregoing, termination for Cause may not occur pursuant to clauses (ii),      (iii), (iv) or (v) of Section 1(d) above unless and until, with the Board's      prior approval, Millennium Cell has delivered to Tang notice of termination,      which shall contain in reasonable detail the facts purporting to constitute      such nonperformance, act, omission or breach, and afforded him 30 days      thereafter to cure the same and/or to respond in writing to the Board setting      forth his position that his termination for Cause should not occur and      requesting reconsideration by the Board, in which event (x) the Date of      Termination shall be deferred until the Board has had the opportunity to      consider whether such nonperformance, act, omission or breach has been cured      and to consider any request by Tang for reconsideration, and (y) the Board      shall thereafter cause a written notice to be delivered on its behalf to Tang      stating either that it (i) has rescinded its determination that his employment      is to be terminated for Cause or (ii) affirms its determination that his      employment is to be terminated for Cause and contains a Date of Termination,      which shall be not earlier than 15 days after such notice is given. Section      1(h)(i) to the contrary notwithstanding, upon delivery to Tang of notice of      termination under this    

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      Section 9(d), Tang shall be suspended from all duties and      responsibilities unless and until the Board rescinds its determination that his      employment is to be terminated for Cause.    

                **(e)     Termination      by Millennium Cell Without Cause or by Tang for Good Reason.**

                     (i)      Millennium Cell shall provide Tang 30 days' notice of termination of his      employment without Cause, and Tang shall provide Millennium Cell 30 days'      notice of termination of his employment for Good Reason.    

                     (ii)      In the event of termination by Millennium Cell of Tang's employment without      Cause or of termination by Tang of his employment for Good Reason, he shall be      entitled, in addition to the compensation and benefits specified in Section      9(a), to:    

                          (A)      1.5 times his Base Salary, at the rate in effect immediately before such      termination,    

                                (B) 1.5 times the average of his annual bonuses for the one and one-half years      prior to the year in which such termination occurs,    

                                (C) continuing coverage under the life, disability, accident and health      insurance programs for Millennium Cell employees generally and under any      supplemental programs covering Tang or Millennium Cell senior executives      generally, as from time to time in effect, for the three-year period from such      termination or until Tang becomes eligible for substantially similar coverage      under the employee welfare plans of a new employer, whichever occurs earlier,      and    

                                (D) immediate and unconditional vesting of any unvested stock options and stock      grants previously awarded to Tang and, for the one-year period following either      such termination, the right to exercise any stock options held by him;      provided, however, that any unvested "performance" stock options, stock grants,      long-term incentive awards or other    

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      similar awards shall not vest unless the applicable performance      objectives have been achieved prior to the Date of Termination and any other      requirements in relevant plan documents have been met.    

                     (iii)      Payment of the amounts specified in Section 9(e)(ii)(A) and (B) shall be made      by Millennium Cell to Tang as follows:    

                                (A) 67 percent of the amounts due shall be paid in cash in equal quarterly      installments over the 12 months following the Date of Termination, and    

                                (B) the remaining 33 percent of these amounts shall be paid in a cash lump sum      at the beginning of the 13th month following the Date of Termination.      Notwithstanding the foregoing, in the event of a Change in Control within the      first 12 months following the Date of Termination, the remaining balance of the      amounts specified in Section 9(e)(ii)(A) and (B) shall be promptly paid to Tang      in a cash lump sum.    

                     (iv)      Tang's right to terminate his employment for Good Reason shall not be affected      by his incapacity due to physical or mental illness. Tang's continued      employment shall not constitute consent to, or a waiver of rights with respect      to, any act or omission constituting Good Reason.    

                **(f)     Voluntary      Termination by Tang.** Tang shall have the right voluntarily to terminate his      employment other than for Good Reason upon 30 days' notice to Millennium Cell.      If he does so, he shall be entitled only to the compensation and benefits      specified in Section 9(a).    

                **(g)      Termination by Millennium Cell Without Cause or by Tang for Good Reason      Following a Change in Control.**     In the event of      termination of Tang's employment within two years following a Change in Control      (i) by Millennium Cell without Cause or (ii) by    

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      Tang for good reason, he shall be entitled, in addition to the      compensation and benefits specified in Section 9(a), to the following:    

                     (i)      3 times the sum of (A) his Base Salary, at the rate in effect immediately      before such termination, and (B) the average of his annual bonuses for the      three years prior to the year in which such termination occurs, such amount to      be paid promptly to Tang in a cash lump sum;    

                     (ii)      the rights specified in Section 9(e)(ii)(C); provided, however, that Millennium      Cell shall reimburse Tang for 100 percent of any medical expenses incurred by      him on his behalf, offset by any amounts that are reimbursed (i) by insurance      or otherwise (by reason of COBRA coverage, subsequent employment or otherwise)      or (ii) by Medicare when Tang becomes eligible, for Medicare coverage (the      premiums for which shall be paid by him); and    

                     (iii)      the rights specified in Section 9(e)(ii)(D); provided, however, that Tang shall      also be entitled to immediate and unconditional vesting of any unvested      "performance" stock options, stock grants or other similar awards previously      granted to him.    

                **(h)     Determination      of Amount of Payment.** If Millennium Cell's independent auditors determine      that the amount due Tang under this Agreement or otherwise will exceed the      amount permissible under Section 280G of the Internal Revenue Code or any      successor provision as in effect at the time (the "Code") (the "280G Limit")      without imposition of the excise tax imposed by Section 4999 of the Code, they      shall then determine (i) the after-tax amount and (ii) the 280G Limit.      Millennium Cell shall pay the greater of these two amounts to Tang in lieu of      the amount due Tang under Section 10(g). No reduction in the amount due Tang      shall occur unless he will receive a greater after-tax benefit by reason of the      reduced payment.    

                           The intent of this payment is to put Tang in the same after-tax position as if      the excise tax was not imposed. If Millennium Cell's independent auditor's      determination of    

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      the excise tax turns out to be inconsistent with that of the Internal      Revenue Service or any other relevant authority, then Tang shall notify      Millennium Cell of the discrepancy. Millennium Cell shall defend its position      and increase the payment to the extent that the Internal Revenue Service      prevails in its position, and it shall also reimburse Tang for any interest and      penalties associated with the auditor's computations.    

                **(i)     Cessation      of Payments.** If, during or after the Term, Tang commits a breach of Section      10 or Section 11 below, any obligation of Millennium Cell to make further      payments to him under this Agreement shall be subject to Section 12 below      except as may be otherwise required in accordance with Section 9(e) or 9(g).    

                **(j)     Notice      Requirements.** Any purported termination of Tang's employment, other than by      reason of death, that is not effected pursuant to notice of termination      satisfying the requirements of Section 25 below shall not be effective for      purposes of this Agreement.    

                 **10.     CONFIDENTIAL INFORMATION.**

                      **(a)     Acknowledgments.** Tang acknowledges      that:    

                           (i) As a result of his employment with Millennium Cell, Tang has obtained and      will obtain secret and confidential information concerning the business of      Millennium Cell and any Subsidiaries, including, without limitation, the      identity of customers and sources of supply, their needs and requirements, the      nature and extent of contracts with them, and related cost, price and sales      information;    

                           (ii) Millennium Cell and any Subsidiaries will suffer damage that will be      difficult to compute if, during the Term or thereafter, Tang should divulge      secret and confidential information relating to the business of Millennium Cell      heretofore or hereafter acquired by him in the course of his employment with      Millennium Cell or any Subsidiaries; and    

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                     (iii)      The provisions of this Section 10 are reasonable and necessary for the      protection of the business of Millennium Cell and any Subsidiaries.    

                **(b)     Confidential      Information.** Tang agrees that he will not at any time, either during the      Term of Employment or thereafter, divulge to any person, firm or corporation      any information obtained or learned by him during the course of his employment      with Millennium Cell or any Subsidiaries, with regard to the operational,      financial, business or other affairs of Millennium Cell or any Subsidiaries,      their officers and directors, including without limitation trade "know how,"      secrets, customer lists, sources of supply, pricing policies, operational      methods or technical processes, except    

                     (i)      in the course of performing his duties hereunder,    

                     (ii)      with Millennium Cell's express written consent,    

                     (iii)      to the extent that any such information is in the public domain, is      ascertainable from public or published information or is known to any person      who is not subject to a contractual or fiduciary obligation owed to Millennium      Cell not to disclose such information, in each case other than as a result of      Tang's breach of any of his obligations hereunder, or    

                     (iv)      when required to be disclosed by court order, subpoena or other government      process.    

                 In the event      that Tang shall be required to make disclosure pursuant to the provisions of      clause (iv) of the preceding sentence, he shall promptly, but in no event more      than 48 hours after learning of such court order, subpoena, or other government      process, notify Millennium Cell, by personal delivery or by facsimile,      confirmed by mail. Further, at Millennium Cell's written request and expense,      Tang shall    

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                           (v) take all reasonably necessary steps requested by Millennium Cell to defend      against the enforcement of such court order, subpoena or other government      process, and    

                           (vi) permit Millennium Cell to intervene and participate with counsel of its      choice in any proceeding relating to the enforcement thereof.    

                **(c)     Return      of Documents and Property.** Upon termination of his employment with      Millennium Cell, or at any time Millennium Cell may so request, Tang will      promptly deliver to Millennium Cell all files, memoranda, notes, records,      reports, manuals, data, drawings, blueprints and other documents and      information (and all copies thereof) relating to the business of Millennium      Cell and/or any Subsidiaries, and all property associated therewith, that are      then in his possession or under his control; provided, however, that this      requirement shall not apply to any such item that is, at the applicable time,      already in the public domain.    

                **(d)    Remedies      and Sanctions.** In the event that Tang is found to be in violation of      Section 10(b) or 10(c), Millennium Cell shall be entitled to relief as provided      in Section 12 below.    

           **11.     NONCOMPETITION/NONSOLICITATION.**

                **(a)     Acknowledgments.**      Tang acknowledges that:    

                     (i)      Millennium Cell and any Subsidiaries will suffer damage that will be difficult      to compute if, during the Term or thereafter, Tang should enter a competitive      business; and    

                           (ii) The provisions of this Section 11 are reasonable and necessary for the      protection of the business of Millennium Cell and any Subsidiaries.    

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                **(b)     Noncompetition      and Nonsolicitation.** During the Covenant Period (which shall extend for 12      months after the Term) Tang, without the prior written permission of Millennium      Cell, shall not, directly or indirectly:    

                     (i)      enter into the employ of or render any services to any person, firm or      corporation engaged in any business that derives more than 5 percent of its      gross sales from products that are interchangeable with or substitutable for a      product sold by one or more of the businesses conducted by Millennium Cell or      any Subsidiaries when the Term ends (a "Competitive Business");    

                     (ii)      engage in any Competitive Business for his own account;    

                     (iii)      become associated with or interested in any Competitive Business as an      individual, partner, shareholder, creditor, director, officer, principal,      agent, employee, trustee, consultant, advisor or in any other relationship or      capacity;    

                     (iv)      employ or retain, or have or cause any other person or entity to employ or      retain, any person who was employed or retained by Millennium Cell or any      Subsidiaries while Tang was employed by Millennium Cell; or    

                     (v)      solicit, endeavor to entice away from or knowingly interfere with Millennium      Cell or any Subsidiaries, any of its or their customers or sources of supply.    

                      Notwithstanding, the foregoing, nothing in this Agreement shall preclude Tang      from investing his personal assets in the securities of any corporation or      other business entity that is engaged in a Competitive Business if such      securities are traded on a national stock exchange or in the over-the-counter      market and if such investment does not result in his beneficially owning, at      any time, more than 5 percent of the publicly-traded equity securities of such      competitor.    

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                **(c)     Remedies      and Sanctions.** In the event that Tang is found to be in violation of      Section 11(b), Millennium Cell shall be entitled to relief as provided in      Section 12 below.    

           **12.     INJUNCTIVE      RELIEF.**

                **(a)     Commission      of a Breach.** If Tang commits a breach, or threatens to commit a breach, of      any of the provisions of Section 10 or 11 above, Millennium Cell shall have the      right and remedy to seek to have the provisions of this Agreement specifically      enforced by any court having equity jurisdiction, it being acknowledged and      agreed by Tang that the services being rendered hereunder to Millennium Cell      are of a special, unique and extraordinary character and that any such breach      or threatened breach may cause irreparable injury to Millennium Cell and that      monetary damages will not provide an adequate remedy to Millennium Cell.    

                           The rights and remedies enumerated in this Section 12(a) shall be independent      one of another and shall be severally enforceable, and such rights and remedies      shall be in addition to, and not in lieu of, any other damages, rights and      remedies available to Millennium Cell under law or equity.    

                **(b)     Violation      of a Covenant.** If Tang shall violate any covenant contained in this Section      12, subject to the requirements of Section 9(e) or 9(g) as may be applicable,      the Covenant Period shall automatically extend for 12 months from the date on      which Tang permanently ceases such violation or, if later, from the date of      entry by a court of competent jurisdiction of a final order or judgment      enforcing such covenant.    

                **(c)     Unenforceability.**      If any provision of this Section 12 is held to be unenforceable because of the      scope, duration or area of its applicability, the tribunal making such    

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      determination shall have the power to modify such scope, duration, or      area, or all of them, and any such provision shall then be applicable in such      modified form.    

           **13.     WITHHOLDING      TAXES.**

                 All payments      to Tang or his Beneficiary shall be subject to withholding on account of      federal, state and local taxes as required by law. If any payment under this      Agreement is insufficient to provide the amount of such taxes required to be      withheld, Millennium Cell may withhold such taxes from any subsequent payment      due Tang or his Beneficiary. In the event that all payments due are      insufficient to provide the required amount of such withholding taxes, Tang or      his Beneficiary, within five days after written notice from Millennium Cell,      shall pay to Millennium Cell the amount of such withholding taxes in excess of      the payments due.    

           **14.     INDEMNIFICATION      AND LIABILITY INSURANCE.**

                 Nothing      herein is intended to limit Millennium Cell's indemnification of Tang, and      Millennium Cell shall indemnify him to the fullest extent permitted by      applicable law consistent with Millennium Cell's Certificate of Incorporation      and By-Laws as in effect on the date of this Agreement, with respect to any      action or failure to act on his part while he is an officer, director or      employee of Millennium Cell or any Subsidiary. Millennium Cell shall cause Tang      to be covered, during the Term and after the Term in respect of claims arising      from any such service during the Term, by such insurance on terms no less      favorable than the directors' and officers' liability insurance maintained by      Millennium Cell as in effect on the date of this Agreement in terms of      coverage, limits and reimbursement of defense costs.    

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           **15.     ASSIGNABILITY,      SUCCESSORS, BINDING AGREEMENT.**

                **(a)     Assignability      and Successors.** In addition to any obligations imposed by law upon any      successor to Millennium Cell, with the acquiescence of Tang, Millennium Cell      will use its best efforts to persuade any successor (whether direct or      indirect, by purchase, merger, consolidation or otherwise) to all or      substantially all of the business and/or assets of Millennium Cell to assume      expressly and agree to perform this Agreement in the same manner and to the      same extent that Millennium Cell would be required to perform it if no such      succession had taken place.    

                **(b)     Binding      Agreement.** This Agreement shall inure to the benefit of and be enforceable      by Tang's personal or legal representatives, executors, administrators,      successors, heirs, distributees, devisees and legatees. If Tang shall die while      any amount would still be payable to him hereunder (other than amounts which,      by their terms, terminate upon his death) if he had continued to live, all such      amounts, unless otherwise provided herein, shall be paid in accordance with the      terms of this Agreement to the executors, personal representatives or      administrators of Tang's estate.    

           **16.     REPRESENTATIONS.**

                The Parties      respectively represent and warrant that each is fully authorized and empowered      to enter into this Agreement and that the performance of its or his      obligations, as the case may be, under this Agreement will not violate any      agreement between such Party and any other person, firm or organization.      Millennium Cell represents and warrants that this Agreement has been duly      authorized by all necessary corporate action and is valid, binding and      enforceable in accordance with its terms.    

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           **17.     ENTIRE      AGREEMENT.**

                 Except to      the extent otherwise provided herein, this Agreement contains the entire      understanding and agreement between the Parties concerning the subject matter      hereof and supersedes any prior agreements, whether written or oral, between      the Parties concerning the subject matter hereof. In the event of a conflict      between this Agreement and terms of any benefit plan, grant or award, the      provisions of this Agreement shall govern the determination of Tang's rights.      Notwithstanding the previous sentence, to the extent that the provisions of any      benefit plan, grant or award are more favorable to Tang than the provisions of      this Agreement, the provisions of such benefit plan, grant or award shall      govern the determination of Tang's rights.    

           **18.     AMENDMENT      OR WAIVER.**

                 No provision      of this Agreement may be amended unless such amendment is agreed to in writing      and signed by both Tang and an authorized officer of Millennium Cell. No waiver      by either Party of any breach by the other Party of any condition or provision      contained in this Agreement to be performed by such other Party shall be deemed      a waiver of a similar or dissimilar condition or provision at the same or any      prior or subsequent time. Any waiver must be in writing and signed by the Party      to be charged with the waiver.    

           **19.     SEVERABILITY.**

                 In the event      that any provision or portion of this Agreement shall be determined to be      invalid or unenforceable for any reason, in whole or in part, 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.    

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           **20.     SURVIVAL.**

                 The      respective rights and obligations of the Parties under this Agreement shall      survive any termination of Tang's employment with Millennium Cell.    

           **21.     BENEFICIARIES/REFERENCES.**

                Tang shall be      entitled to select (and change, to the extent permitted under any applicable      law) a beneficiary or beneficiaries to receive any compensation or benefit      payable under this Agreement following Tang's death by giving Millennium Cell      written notice thereof. In the event of Tang's death or of a judicial      determination of his incompetence, reference in this Agreement to Tang shall be      deemed to refer, as appropriate, to his beneficiary, estate or other legal      representative.    

           **22.     NO      MITIGATION.**

                Millennium      Cell agrees that, if Tang's employment with Millennium Cell terminates during      the Term, Tang will not be required to seek other employment or attempt in any      way to reduce any amounts payable to him under this Agreement. Further, the      amount of any payment shall not be reduced by any compensation earned by Tang      as the result of employment by another employer, by retirement benefits, by      offset against any amount claimed to be owed by Tang to Millennium Cell or      otherwise.    

           **23.     GOVERNING      LAW.**

                 This      Agreement shall be governed by and construed and interpreted in accordance with      the laws of the State of New Jersey, without reference to principles of      conflict of laws.    

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           **24.     RESOLUTION      OF DISPUTES.**

                     **(a)     Arbitration.**      Except as provided in Section 24(b), any disputes arising under or in      connection with this Agreement shall be resolved by arbitration, to be held in      Newark, New Jersey, in accordance with the commercial rules and procedures of      the American Arbitration Association.    

                     **(b)     Litigation.**      Notwithstanding the foregoing, Tang shall have the right to waive his rights      under Section 24(a) and have any dispute resolved by a court of competent      jurisdiction.    

                     **(c)     Costs.**      Except as provided in Section 10(b), each Party shall bear its or his      respective costs, fees (including attorneys' fees) and expenses of any      arbitration or litigation in connection with this Agreement.    

                     **(d)     Continuation      of Payments.** Pending the outcome or resolution of any dispute between the      Parties, Millennium Cell shall continue to pay to Tang all amounts, and provide      on his behalf all benefits, due him under this Agreement.    

           **25.     NOTICES.**

                Any notice      given to either Party shall be in writing and shall be deemed to have been      given when delivered either personally, by fax, by overnight delivery service      (such as Federal Express) or sent by certified or registered mail, postage      prepaid, return receipt requested, duly addressed to the Party concerned at the      address indicated below or to such changed address as the Party may      subsequently give notice of.