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:
    

    
      1
    

    
    
           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:
    

    
      2
    

    
    
                          (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
    

    
      3
    

    
    
      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;
    

    
      4
    

    
    
                     (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.
    

    
      5
    

    
    
           (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.
    

    
      6
    

    
    
            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.
    

    
      7
    

    
    
           
      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.
    

    
      8
    

    
    
                (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;
    

    
      9
    

    
    
                     
      (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.
    

    
      10
    

    
    
                (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
    

    
      11
    

    
    
      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
    

    
      12
    

    
    
      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
    

    
      13
    

    
    
      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
    

    
      14
    

    
    
      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
    

    
      15
    

    
    
                     (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
    

    
      16
    

    
    
                     
      (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.
    

    
      17
    

    
    
                (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.
    

    
      18
    

    
    
                (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
    

    
      19
    

    
    
      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.
    

    
      20
    

    
    
           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.
    

    
      21
    

    
    
           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.
    

    
      22
    

    
    
           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.
    

    
      23
    

    
    
           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.
    

    	If to Millennium Cell: 	Millennium Cell, Inc.
One Industrial Way
          West
Eatontown, New Jersey 07724
Attention: Secretary
 Fax: (732)
          542-4010
	If to Tang: 	Stephen S. Tang, Ph.D.
2355 Spyglass Hill 
Center
          Valley, Pennsylvania 18034 
Fax: (610) 882-9222


    
      24
    

    
    
           26.     HEADINGS.

    

    
                The headings
      of the sections contained in this Agreement are for convenience only and shall
      not be deemed to control or affect the meaning or construction of any provision
      of this Agreement.
    

    
           27.     COUNTERPARTS.

    

    
                This
      Agreement may be executed in counterparts, each of which when so executed and
      delivered shall be an original, but all such counterparts together shall
      constitute one and the same instrument.
    

    
           IN WITNESS WHEREOF, the undersigned
      have executed this Agreement as of the date first written above. Millennium
      Cell Inc.
    

    	 	 	 	 	Millennium Cell, Inc.
	 	 	 	 	 
	Attest:	___________________________	 	By:	/s/ James L. Rawlings
	 	 	 	Title:	James L. Rawlings, 
Chairman, Compensation Committee
	 	 	 	 	 
	Witness:	___________________________	 	 	/s/ Stephen S. Tang
	 	 	 	 	Stephen S. Tang


    
      25