EXHIBIT
      10.9





MILLENNIUM
      CELL INC.


CHANGE-IN-CONTROL
      AGREEMENT





THIS
      CHANGE-IN-CONTROL AGREEMENT (this “Agreement”), made and entered into as of July
      28,
      2004, by and
      between Millennium Cell Inc., a Delaware corporation (the “Company”),
      and Adam
      Briggs, an individual residing at 12
      Good
      Hill Terrace, Roxbury CT 06783 (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;




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(iii)  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 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 more  of
      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, except pursuant to an across-the-board reduction similarly
      affecting all senior executives of the Company;




(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




3


(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.




(i)  “Exchange
      Act” shall mean the Securities Exchange Act of 1934.




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 for
      a
      two-year period 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) ;
      and




4


(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.




(c)  DETERMINATION
      OF AMOUNT OF PAYMENT. 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 any such
      payments, distributions or benefits are subject to excise tax under Code Section
      4999, such payments, distributions or benefits (the “Original Payment(s)”) shall
      be increased by an amount (the “Gross-up Amount”) such that, after the Company
      withholds all federal, state and local taxes due, including without limitation
      all excise, employment and income taxes imposed on the Gross-up Amount, the Executive
      shall retain a net amount equal to the Original Payment(s) less employment
      and
      income taxes, if any, imposed on the Original 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 amounts
      payable 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. The Company shall be solely
      responsible for, and shall pay, all excise tax on the Original Payment(s) and
      Gross-up Amount, and all federal, state and local employment and income taxes,
      interest, additions to tax, and penalties imposed on the Gross-up Amount. If
      no
      determination by the Accountants is made prior to the time the Executive
      must file a tax return reporting any portion of the Original Payment(s), the Executive
      shall receive a Gross-up Amount calculated on the basis of the Original
      Payment(s) the Executive reports on his tax return. In this case, the Company shall pay the
      Gross-up Amount within thirty (30) days prior to the filing of the tax return.
      If any tax authority finally determines that a greater excise tax is to be
      imposed on the Original Payment(s) than is determined by the Accountants or
      reported on the Executive’s
      tax returns, the Executive shall receive the full Gross-up Amount calculated on the additional
      amount of excise tax, interest, additions to tax, and penalties determined
      to be
      payable by such tax authority. The Company shall pay the additional Gross-up
      Amount within thirty (30) days of this determination. If any tax authority
      finally determines that the excise tax is less than the amount taken into
      account hereunder in calculating the Gross-up Amount, the Executive
      shall repay to the Company, within thirty (30) days of this determination,
      the
      portion of the Gross-up Amount attributable to the reduction in excise tax,
      plus
      that portion of the Gross-up Amount attributable to the excise tax and federal,
      state and local employment and income taxes imposed on the Gross-up Amount
      being
      repaid. If any tax authority finally determines that the excise tax is more
      than
      the amount taken into account hereunder in calculating the Gross up amount, the Company (or its successors in interest)
      shall pay the Executive
      an additional Gross up Amount to take into account the additional excise
      tax.




5


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.




6


(e)  ENTIRE
      AGREEMENT .
      This
      Agreement contains the sole and entire agreement between the parties relating
      to
      the subject matter hereof.




(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:CEO and President/s/
                Adam Briggs
              Name:
                Adam Briggs










7




**Other
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**Name
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            **Date
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                Giolli
            July
                28, 2004Rex
                Luzader
            July
                28, 2004John
                Battaglini
            January
                3, 2005George
                Zalepa
            July
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