NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND
      EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
      AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
      PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO,
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
      THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY
      ACCEPTABLE TO THE COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON
      EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE
      MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. 
    

    
       MILLENNIUM CELL INC. 
    

    
       FIRST WARRANT 
    

    
    

    	Warrant No. 3	 Date of Original Issuance: December 26,
          2002 


    
           Millennium Cell Inc., a Delaware
      corporation (the "Company"), hereby certifies that, for value received,
      Pine Ridge Financial, Inc. or its registered assigns (the "Holder"), is
      entitled to purchase from the Company up to a total of 242,678 shares of common
      stock, $.001 par value per share (the "Common Stock"), of the Company
      (each such share, a "Warrant Share" and all such shares, the "Warrant
      Shares") at an exercise price (as adjusted from time to time as provided in
      Section 9, the "Exercise Price") per Warrant Share equal to $3.00, at
      any time and from time to time from and after the date hereof and through and
      including the fifth year anniversary of the date hereof (the "Expiration
      Date"), and subject to the following terms and conditions:
    

    
    
            1.
           Definitions.     
      In addition to the terms defined elsewhere in this Warrant, capitalized terms
      that are not otherwise defined herein that are defined in the Securities
      Purchase Agreement, dated October 31, 2002, to which the Company and the
      original Holder are parties (the "Purchase Agreement"), shall have the
      meanings given to such terms in the Purchase Agreement.
    

    
            2.
           Registration of Warrant.
           The Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the "Warrant
      Register"), in the name of the record Holder hereof from time to time. The
      Company may treat the registered Holder as the absolute owner hereof for the
      purpose of any exercise hereof or any distribution to the Holder, and for all
      other purposes, absent actual notice to the contrary.
    

    
            3.
           Registration of Transfers.
           The Company shall register the transfer of any
      portion of this Warrant in the Warrant Register, upon surrender of this
      Warrant, with the Form of Assignment attached hereto duly completed and signed,
      to the Transfer Agent or to the Company at its address specified herein. Upon
      any such registration or transfer, a new warrant to purchase Common Stock, in
      substantially the form of this Warrant (any such new warrant, a "New
      Warrant"), evidencing the portion of this Warrant so transferred shall be
      issued to the transferee and a New Warrant evidencing the remaining portion of
      this Warrant not so transferred, if any, shall be issued to the transferring
      Holder. The acceptance of the New Warrant by the transferee thereof shall be
      deemed the acceptance by such transferee of all of the rights and obligations
      of a holder of a Warrant. The Holder shall be entitled to transfer or assign
      this Warrant to an affiliate thereof or to a fund under common management and
      the Company shall file with the Securities and Exchange Commission either an
      amendment or a supplement to any registration statement or prospectus
      previously filed pursuant to the Registration Rights Agreement (as defined in
      the Purchase Agreement) covering the resale of the Warrant Shares in order to
      reflect such transfer or assignment.
    

    
           4.
           Exercise, Duration and Redemption.
    

    
                (a)     Subject
      to the provisions of Section 5, this Warrant shall be exercisable by the
      registered Holder at any time and from time to time on or after the date hereof
      to and including the Expiration Date. At 6:30 p.m., New York City time on the
      Expiration Date, the portion of this Warrant available for exercise and not
      exercised prior thereto shall be and become void and of no value,
      provided, that if the closing sales price of the Common Stock on the
      Expiration Date is greater than 102% of the Exercise Price on the Expiration
      Date, then this Warrant shall be deemed to have been exercised in full (to the
      extent not previously exercised) on in accordance with Section 10 hereof at
      6:30 P.M. New York City time on the Expiration Date.
    

    
                (b)     Commencing
      at any time after the date of the issuance of this Warrant, if in excess of
      $1,750,000 of principal amount of the Unsecured Debentures (as defined in the
      Purchase Agreement) issued to the original Holder shall have been prepaid in
      full by the Company pursuant to a declaration of an Event of Default (as
      defined in the Unsecured Debentures) under clause (xiii) or (xiv) of the Events
      of Default under the Unsecured Debentures, then the Company shall have the
      right, on a single occasion and upon one business day's notice to the Holder
      given not later than five (5) business days after the occurrence of the
    

    
      -2-
    

    
    
      condition set forth above, to redeem up to 50% of the then unexercised
      Warrant Shares at a price of $.001 per Warrant Share (the "Redemption
      Price"), on the date set forth in such notice (the "Redemption
      Date"). Prior to the Redemption Date, the Holder may exercise all or a
      portion of the Warrant Shares subject to the redemption notice. On the
      Redemption Date, the Holder shall tender the Warrant to the Company in exchange
      for a New Warrant reflecting the Warrant Shares not redeemed pursuant to the
      terms hereof and payment of an amount equal to the number of Warrant Shares
      being redeemed hereunder multiplied by the Redemption Price.
    

    
           5.     Delivery
      of Warrant Shares.
    

    
                (a)     
      Upon delivery of the Form of Election to Purchase to the Company (with the
      attached Warrant Shares Exercise Log) at its address for notice set forth in
      Section 13 and upon payment of the Exercise Price multiplied by the number of
      Warrant Shares that the Holder intends to purchase hereunder, the Company shall
      promptly (but in no event later than three Trading Days after the Date of
      Exercise (as defined herein)) issue and deliver to the Holder, a certificate
      for the Warrant Shares issuable upon such exercise free of restrictive legends
      unless otherwise required by the Purchase Agreement. The Company shall, upon
      request of the Holder and subsequent to the date on which a registration
      statement covering the resale of the Warrant Shares has been declared effective
      by the Securities and Exchange Commission, use its reasonable commercial
      efforts to deliver Warrant Shares hereunder electronically through the
      Depository Trust Corporation or another established clearing corporation
      performing similar functions, if available, provided, that, the Company may,
      but will not be required to change its transfer agent if its current transfer
      agent cannot deliver Warrant Shares electronically through the Depository Trust
      Corporation.
    

    
           A "Date of Exercise" means the date
      on which the Holder shall have delivered to the Company (i) the Form of
      Election to Purchase attached hereto (with the Warrant Exercise Log attached to
      it), appropriately completed and duly signed and (ii) payment of the Exercise
      Price for the number of Warrant Shares so indicated by the Holder to be
      purchased.
    

    
                (b)     If
      by the fifth Trading Day after a Date of Exercise the Company fails to deliver
      the required number of Warrant Shares in the manner required pursuant to
      Section 5(a), then the Holder will have the right to rescind such exercise.
    

    
                (c)     If
      by the fifth Trading Day after a Date of Exercise the Company fails to deliver
      the required number of Warrant Shares in the manner required pursuant to
      Section 5(a), and if after such fifth Trading Day the Holder purchases (in an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by the Holder of the Warrant Shares which the Holder
      anticipated receiving upon such exercise (a "Buy-In"), then the Company
      shall (1) pay in cash to the Holder the amount by which (x) the Holder's total
      purchase price (including brokerage commissions, if any) for the shares of
      Common Stock so purchased exceeds (y) the amount obtained by multiplying (A)
      the number of Warrant Shares that the Company was required to deliver to the
      Holder in connection with the exercise at issue by (B) the closing bid price of
      the Common Stock at the time of the obligation giving rise to such purchase
      obligation and (2) at the option of the Holder, either reinstate the portion of
      the Warrant and equivalent number of Warrant Shares for which such exercise was
      not honored or deliver to the Holder the number of shares of Common Stock that
      would have been issued had the Company timely complied with its exercise and
      delivery obligations hereunder. For example, if
    

    
      -3-
    

    
    
      the Holder purchases Common Stock having a total purchase price of
      $11,000 to cover a Buy-In with respect to an attempted exercise of shares of
      Common Stock with a market price on the date of exercise totaled $10,000, under
      clause (1) of the immediately preceding sentence the Company shall be required
      to pay the Holder $1,000. The Holder shall provide the Company written notice
      indicating the amounts payable to the Holder in respect of the Buy-In.
    

    
                (d)
           The Company's obligations to issue and deliver
      Warrant Shares in accordance with the terms hereof are absolute and
      unconditional, irrespective of any action or inaction by the Holder to enforce
      the same, any waiver or consent with respect to any provision hereof, the
      recovery of any judgment against any Person or any action to enforce the same,
      or any setoff, counterclaim, recoupment, limitation or termination, or any
      breach or alleged breach by the Holder or any other Person of any obligation to
      the Company or any violation or alleged violation of law by the Holder or any
      other Person, and irrespective of any other circumstance which might otherwise
      limit such obligation of the Company to the Holder in connection with the
      issuance of Warrant Shares. Nothing herein shall limit a Holder's right to
      pursue any other remedies available to it hereunder, at law or in equity
      including, without limitation, a decree of specific performance and/or
      injunctive relief with respect to the Company's failure to timely deliver
      certificates representing shares of Common Stock upon exercise of the Warrant
      as required pursuant to the terms hereof.
    

    
      -4-
    

    
    
           6.
           Charges, Taxes and
      Expenses.     Issuance and delivery of
      certificates for shares of Common Stock upon exercise of this Warrant shall be
      made without charge to the Holder for any issue or transfer tax, withholding
      tax, transfer agent fee or other incidental tax or expense in respect of the
      issuance of such certificates, all of which taxes and expenses shall be paid by
      the Company; provided, however, that the Company shall not be required to pay
      any tax which may be payable in respect of any transfer involved in the
      registration of any certificates for Warrant Shares or Warrants in a name other
      than that of the Holder. The Holder shall be responsible for all other tax
      liability that may arise as a result of holding or transferring this Warrant or
      receiving Warrant Shares upon exercise hereof.
    

    
           7.     
      Replacement of Warrant.     If this Warrant is
      mutilated, lost, stolen or destroyed, the Company shall issue or cause to be
      issued in exchange and substitution for and upon cancellation hereof, or in
      lieu of and substitution for this Warrant, a New Warrant, but only upon receipt
      of evidence reasonably satisfactory to the Company of such loss, theft or
      destruction and customary and reasonable indemnity, if requested. Applicants
      for a New Warrant under such circumstances shall also comply with such other
      reasonable regulations and procedures and pay such other reasonable third-party
      costs as the Company may prescribe.
    

    
           8.     Reservation
      of Warrant Shares.     The Company covenants that
      it will at all times reserve and keep available out of the aggregate of its
      authorized but unissued and otherwise unreserved Common Stock, solely for the
      purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as
      herein provided, the number of Warrant Shares which are then issuable and
      deliverable upon the exercise of this entire Warrant. The Company covenants
      that all Warrant Shares so issuable and deliverable shall, upon issuance and
      the payment of the applicable Exercise Price in accordance with the terms
      hereof, be duly and validly authorized, issued and fully paid and
      nonassessable.
    

    
           9.     Certain
      Adjustments.     The Exercise Price and number of
      Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
      from time to time as set forth in this Section 9.
    

    
                (a)     Stock
      Dividends and Splits.     If the Company, at any
      time while this Warrant is outstanding, (i) pays a stock dividend on its Common
      Stock or otherwise makes a distribution on any class of capital stock that is
      payable in shares of Common Stock, (ii) subdivides outstanding shares of Common
      Stock into a larger number of shares, or (iii) combines outstanding shares of
      Common Stock into a smaller number of shares, then in each such case the
      Exercise Price shall be multiplied by a fraction of which the numerator shall
      be the number of shares of Common Stock outstanding immediately before such
      event and of which the denominator shall be the number of shares of Common
      Stock outstanding immediately after such event.
    

    
                (b)     Pro
      Rata Distributions.     If the Company, at any
      time while this Warrant is outstanding, distributes to all holders of Common
      Stock (i) evidences of its indebtedness, (ii) any security (other than a
      distribution of Common Stock covered by the preceding paragraph), (iii) rights
      or warrants to subscribe for or purchase any security, or (iv) any other asset
      (in each case, "Distributed Property"), then, at the request of any
      Holder delivered on the record date fixed for determination of stockholders
      entitled to receive such distribution, the Company will deliver
    

    
      -5-
    

    
    
      to such Holder, within five Trading Days after such request (or, if
      later, on the effective date of such distribution), the Distributed Property
      that such Holder would have been entitled to receive in respect of the Warrant
      Shares for which such Holder's Warrant could have been exercised immediately
      prior to such record date. If such Distributed Property is not delivered to a
      Holder pursuant to the preceding sentence, then upon any exercise of the
      Warrant that occurs after such record date, such Holder shall be entitled to
      receive, in addition to the Warrant Shares otherwise issuable upon such
      conversion, the Distributed Property that such Holder would have been entitled
      to receive in respect of such number of Warrant Shares had the Holder been the
      record holder of such Warrant Shares immediately prior to such record date.
    

    
                (c)     Fundamental
      Transactions.     If, at any time while this
      Warrant is outstanding: (i) the Company effects any merger or consolidation of
      the Company with or into another Person, (ii) the Company effects any sale of
      all or substantially all of its assets in one or a series of related
      transactions, (iii) any tender offer or exchange offer (whether by the Company
      or another Person) is completed pursuant to which holders of Common Stock are
      permitted to tender or exchange their shares for other securities, cash or
      property, or (iv) the Company effects any reclassification of the Common Stock
      or any compulsory share exchange pursuant to which the Common Stock is
      effectively converted into or exchanged for other securities, cash or property
      (in any such case, a "Fundamental Transaction"), then the Holder shall
      have the right thereafter to receive, upon exercise of this Warrant, the same
      amount and kind of securities, cash or property as it would have been entitled
      to receive upon the occurrence of such Fundamental Transaction if it had been,
      immediately prior to such Fundamental Transaction, the holder of the number of
      Warrant Shares then issuable upon exercise in full of this Warrant (the
      "Alternate Consideration"). For purposes of any such exercise, the
      determination of the Exercise Price shall be appropriately adjusted to apply to
      such Alternate Consideration based on the amount of Alternate Consideration
      issuable in respect of one share of Common Stock in such Fundamental
      Transaction, and the Company shall apportion the Exercise Price among the
      Alternate Consideration in a reasonable manner reflecting the relative value of
      any different components of the Alternate Consideration. If holders of Common
      Stock are given any choice as to the securities, cash or property to be
      received in a Fundamental Transaction, then the Holder shall be given the same
      choice as to the Alternate Consideration it receives upon any exercise of this
      Warrant following such Fundamental Transaction. At the Holder's option and
      request, any successor to the Company or surviving entity in such Fundamental
      Transaction shall, either (i) issue to the Holder a new warrant substantially
      in the form of this Warrant and consistent with the foregoing provisions and
      omitting subsection 9(d) below and evidencing the Holder's right to purchase
      the Alternate Consideration for the aggregate Exercise Price upon exercise
      thereof, or (ii) purchase the Warrant from the Holder for a purchase price,
      payable in cash within five Trading Days after such request (or, if later, on
      the effective date of the Fundamental Transaction), equal to the Black Scholes
      value of the remaining unexercised portion of this Warrant on the date of the
      Fundamental Transaction as well as assumptions reasonably mutually acceptable
      to the Company and the Holder, provided that for purposes of such calculation,
      the market price of the Common Stock shall be the closing bid price of the
      Common Stock on the Trading Day immediately preceding the public announcement
      of the Fundamental Transaction and the volatility factor shall be determined by
      reference to the 12 month average industry volatility measures. The terms of
      any agreement pursuant to which a Fundamental Transaction is effected shall
      include terms requiring any such successor or surviving entity to comply with
      the provisions of this paragraph (c) and insuring that the Warrant (or any such
      replacement security)
    

    
      -6-
    

    
    
      will be similarly adjusted upon any subsequent transaction analogous to a
      Fundamental Transaction.
    

    
                (d)     Subsequent
      Equity Sales.
    

    
                     (i)     If
      the Company or any subsidiary thereof, as applicable with respect to Common
      Stock Equivalents (as defined below), at any time while this Warrant is
      outstanding, shall issue shares of Common Stock or rights, warrants, options or
      other securities or debt that is convertible into or exchangeable for shares of
      Common Stock ("Common Stock Equivalents") entitling any Person to
      acquire shares of Common Stock, at a price per share less than the Exercise
      Price (if the holder of the Common Stock or Common Stock Equivalent so issued
      shall at any time, whether by operation of purchase price adjustments, reset
      provisions, floating conversion, exercise or exchange prices or otherwise, or
      due to warrants, options or rights issued in connection with such issuance, be
      entitled to receive shares of Common Stock at a price less than the Exercise
      Price, such issuance shall be deemed to have occurred for less than the
      Exercise Price), then, at the option of the Holder for such exercises as it
      shall indicate, the Exercise Price shall be adjusted to mirror the conversion,
      exchange or purchase price for such Common Stock or Common Stock Equivalents
      (including any reset provisions thereof) at issue. Such adjustment shall be
      made whenever such Common Stock or Common Stock Equivalents are issued. The
      Company shall notify the Holder in writing, no later than the Trading Day
      following the issuance of any Common Stock or Common Stock Equivalent subject
      to this section, indicating therein the applicable issuance price, or of
      applicable reset price, exchange price, conversion price and other pricing
      terms. Notwithstanding the foregoing, no adjustment will be made under this
      Section 9(d) in respect of:
    

    	     	               (A).     Any
          grant of an option or warrant for Common Stock or issuance of any shares of
          Common Stock upon the exercise of any options or warrants to employees,
          officers and directors of or consultants to the Company pursuant to any stock
          option plan, employee stock purchase plan or similar plan or incentive or
          consulting arrangement approved by the Company's board of directors; 
	 	               (B).
               Any rights or agreements to purchase Common Stock
          Equivalents outstanding on the date hereof and as specified in Schedule 3.1(g)
          to the Purchase Agreement (but not as to any amendments or other modifications
          to the number of Common Stock issuable thereunder, the terms set forth therein,
          or the exercise price set forth therein); 
	 	               (C).     Any
          Common Stock or Common Stock Equivalents issued for consideration other than
          cash pursuant to a merger, consolidation, acquisition or other similar business
          combination;
	 	               (D).     Any
          issuances of Common Stock or Common Stock Equivalents to a Person which is or
          will be, itself or through its subsidiaries, an operating company in a business
          related to or complementary with the business of the Company and in which the
          Company receives reasonably material benefits in addition to the investment of
          funds, but shall not include a transaction in which the Company is issuing


    
      -7-
    

    
    	     	securities primarily for the purpose of raising capital or to an
          entity whose primary business is investing in securities; 
	 	               (E).     Any
          Common Stock Equivalents that entitle the holders thereof to acquire up to
          500,000 shares of Common Stock issued pursuant to any equipment leasing
          arrangement;
	 	               (F).     Any
          Common Stock or Common Stock Equivalents issued to pay all or a portion of any
          investment banking, finders or similar fee or commission, which entitles the
          holders thereof to acquire shares of Common Stock at a price not less than the
          market price of the Common Stock on the date of such issuance and which is not
          subject to any adjustments other than on account of stock splits and reverse
          stock splits;
	 	
                         (G).     Any
          shares of Common Stock issued upon: (i) exercise of the Warrants (as defined in
          the Purchase Agreement) or the warrants issued by the Company on June 19, 2002
          to Pine Ridge Financial, Inc. and ZLP Master Technology Fund, Ltd. or (ii)
          conversion of the Debentures (as defined in the Purchase Agreement); 
	 	
                         (H).     Any
          adjustment to the Conversion Price (as defined in the Debentures) of the
          Debentures or exercise price in the Warrants; or 
	 	
                         (I).     a
          bonafide underwritten public offering of the Common Stock resulting in gross
          proceeds in excess of $15 million to the Company (it being understood that
          equity line transactions, including any on going warrant financing, or any
          similar arrangements shall not constitute a bona fide underwritten public
          offering of the Common Stock for the purposes hereof). 
	 	          (ii)     If,
          at any time while this Warrant is outstanding, the Company or any Subsidiary
          issues Common Stock Equivalents at a price per share that floats or resets or
          otherwise varies or is subject to adjustment based on market prices of the
          Common Stock (a "Floating Price Security"), then for purposes of
          applying the preceding paragraph in connection with any subsequent exercise,
          the Exercise Price will be determined separately on each Exercise Date and will
          be deemed to equal the lowest price per share at which any holder of such
          Floating Price Security is entitled to acquire shares of Common Stock on such
          Exercise Date (regardless of whether any such holder actually acquires any
          shares on such date). 


    
                (e)     Number
      of Warrant Shares.     Simultaneously with any
      adjustment to the Exercise Price pursuant to paragraphs (a), (b) or (d) of this
      Section, the number of Warrant Shares that may be purchased upon exercise of
      this Warrant shall be increased or decreased proportionately, so that after
      such adjustment the aggregate Exercise Price payable hereunder for the adjusted
      number of Warrant Shares shall be the same as the aggregate Exercise Price in
      effect immediately prior to such adjustment.
    

    
                (f)     Calculations.     All
      calculations under this Section 9 shall be made to the nearest cent or
      the nearest 1/100th of a share, as applicable. The number of shares of Common
    

    
      -8-
    

    
    
      Stock outstanding at any given time shall not include shares owned or
      held by or for the account of the Company, and the disposition of any such
      shares shall be considered an issue or sale of Common Stock.
    

    
                (g)     Notice
      of Adjustments.     Upon the occurrence of each
      adjustment pursuant to this Section 9, the Company at its expense will
      promptly compute such adjustment in accordance with the terms of this Warrant
      and prepare a certificate setting forth such adjustment, including a statement
      of the adjusted Exercise Price and adjusted number or type of Warrant Shares or
      other securities issuable upon exercise of this Warrant (as applicable),
      describing the transactions giving rise to such adjustments and showing in
      detail the facts upon which such adjustment is based. Upon written request, the
      Company will promptly deliver a copy of each such certificate to the Holder and
      to the Company's Transfer Agent.
    

    
                (h)     Notice
      of Corporate Events.     If the Company (i)
      declares a dividend or any other distribution of cash, securities or other
      property in respect of its Common Stock, including without limitation any
      granting of rights or warrants to subscribe for or purchase any capital stock
      of the Company or any Subsidiary, (ii) authorizes or approves, enters into any
      agreement providing for or solicits stockholder approval for any Fundamental
      Transaction or (iii) authorizes the voluntary dissolution, liquidation or
      winding up of the affairs of the Company, then the Company shall deliver to the
      Holder a notice describing the material terms and conditions of such
      transaction, at least 20 calendar days prior to the applicable record or
      effective date on which a Person would need to hold Common Stock in order to
      participate in or vote with respect to such transaction, and the Company will
      take all steps reasonably necessary in order to insure that the Holder is given
      the practical opportunity to exercise this Warrant prior to such time so as to
      participate in or vote with respect to such transaction; provided, however,
      that the failure to deliver such notice or any defect therein shall not affect
      the validity of the corporate action required to be described in such notice.
    

    
           10.     Payment
      of Exercise Price.     The Holder shall pay the
      Exercise Price in one of the following manners:
    

    
                     (a)     Cash
      Exercise.     The Holder may deliver immediately
      available funds; or
    

    
                     (b)     Cashless
      Exercise.     At any time after the earlier to
      occur of: (x) the date the registration statement covering the resale of the
      Warrant Shares and filed pursuant to the Registration Rights Agreement is
      declared effective by the Commission and (y) the Effectiveness Date (as defined
      in the Registration Rights Agreement) related to such registration statement,
      when a registration statement covering the resale of the Warrant Shares and
      naming the Holder as a selling stockholder thereunder is not then effective,
      the Holder may surrender this Warrant to the Company together with a notice of
      cashless exercise, in which event the Company shall issue to the Holder the
      number of Warrant Shares determined as follows
    

    	            	 	X = Y [(A-B)/A] 
	 	where:	 
	 		X = the number of Warrant Shares to be issued to the Holder.


    
      -9-
    

    
    	            	 	 Y = the number of Warrant Shares with respect to which this
          Warrant is being exercised. 
	 		 A = the average of the closing bid prices for the five Trading
          Days immediately prior to (but not including) the Exercise Date. 
	 		B = the Exercise Price. 


    
           For purposes of Rule 144 promulgated under
      the Securities Act, it is intended, understood and acknowledged that the
      Warrant Shares issued in a cashless exercise transaction shall be deemed to
      have been acquired by the Holder, and the holding period for the Warrant Shares
      shall be deemed to have commenced, on the date this Warrant was originally
      issued pursuant to the Purchase Agreement.
    

    
           11.     Limitations
      on Exercise.
    

    
                (a)     Notwithstanding
      anything to the contrary contained herein, the number of shares of Common Stock
      that may be acquired by the Holder upon any exercise of this Warrant (or
      otherwise in respect hereof) shall be limited to the extent necessary to insure
      that, following such exercise (or other issuance), the total number of shares
      of Common Stock then beneficially owned by such Holder and its affiliates and
      any other Persons whose beneficial ownership of Common Stock would be
      aggregated with the Holder's for purposes of Section 13(d) of the Exchange Act,
      does not exceed 9.999% of the total number of issued and outstanding shares of
      Common Stock (including for such purpose the shares of Common Stock issuable
      upon such exercise). For such purposes, beneficial ownership shall be
      determined in accordance with Section 13(d) of the Exchange Act and the rules
      and regulations promulgated thereunder. Each delivery of an Exercise Notice
      hereunder will constitute a representation by the Holder that it has evaluated
      the limitation set forth in this paragraph and determined that issuance of the
      full number of Warrant Shares requested in such Exercise Notice is permitted
      under this paragraph. This provision shall not restrict the number of shares of
      Common Stock which a Holder may receive or beneficially own in order to
      determine the amount of securities or other consideration that such Holder may
      receive in the event of a merger or other business combination or
      reclassification involving the Company as contemplated in Section 9 of this
      Warrant.
    

    
                (b)     If
      the Company has not obtained the Shareholder Approval (as defined below), then
      the Company may not issue in excess of 3,648,846 shares of Common Stock less:
      any shares of Common Stock issued upon exercise of the Warrants and that
      certain warrant issued by the Company to the original Holder on June 19, 2002
      and conversion of the Debentures issued pursuant to the Purchase Agreement
      (such number of shares, as adjusted from time to time, the "Issuable
      Maximum"). If the Holder shall no longer hold the Warrant due to exercise
      or cancellation of the Warrant, then the Holder's remaining portion of the
      Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on
      any Date of Exercise: (A) the aggregate number of shares of Common Stock that
      would then be issuable upon exercise in full of this Warrant would exceed the
      Issuable Maximum, and (B) the Company shall not have previously obtained the
      vote of shareholders (the "Shareholder Approval"), if any, as may be
      required by the applicable rules and regulations of the Nasdaq National Market
      (or any successor entity) applicable to approve the issuance of shares of
      Common Stock in excess of the Issuable Maximum pursuant to the terms hereof,
      then the Company shall issue to the Holder a number of
    

    
      -10-
    

    
    
      shares of Common Stock equal to the Issuable Maximum and, with respect to
      the remainder of the Warrant Shares then issuable under the Warrant for which
      an exercise in accordance with the applicable exercise price would result in an
      issuance of shares of Common Stock in excess of the Issuable Maximum (the
      "Excess Warrant Shares"), the Holder shall have the option to require
      the Company to use its best efforts to obtain the Shareholder Approval
      applicable to such issuance as soon as is possible, but in any event not later
      than the 90th day after such request. The Company and the Holder understand and
      agree that shares of Common Stock issued to and then held by the Holder as a
      result of exercise of this Warrant shall not be entitled to cast votes on any
      resolution to obtain Shareholder Approval pursuant hereto. If the Company shall
      succeed in obtaining the Shareholder Approval, the Excess Warrant Shares shall
      again become fully exercisable by the Holder.
    

    
           12.     No
      Fractional Shares.     No fractional shares of
      Warrant Shares will be issued in connection with any exercise of this Warrant.
      In lieu of any fractional shares which would, otherwise be issuable, the
      Company shall pay cash equal to the product of such fraction multiplied by the
      closing bid price of one Warrant Share as reported on the Nasdaq National
      Market on the date of exercise.
    

    
           13.     Notices.     Any
      and all notices or other communications or deliveries hereunder (including
      without limitation any Exercise Notice) shall be in writing and shall be deemed
      given and effective on the earliest of (i) the date of transmission, if such
      notice or communication is delivered via facsimile at the facsimile number
      specified in this Section prior to 6:30 p.m. (New York City time) on a Trading
      Day, (ii) the next Trading Day after the date of transmission, if such notice
      or communication is delivered via facsimile at the facsimile number specified
      in this Section on a day that is not a Trading Day or later than 6:30 p.m. (New
      York City time) on any Trading Day, (iii) the Trading Day following the date of
      mailing, if sent by nationally recognized overnight courier service, or (iv)
      upon actual receipt by the party to whom such notice is required to be given.
      The addresses for such communications shall be: (i) if to the Company, to
      Millennium Cell Inc., 1 Industrial Way West, Eatontown, New Jersey, 07724,
      Facsimile No.: (732) 542-4010, Attn: Chief Financial Officer, or (ii) if to the
      Holder, to the address or facsimile number appearing on the Warrant Register or
      such other address or facsimile number as the Holder may provide to the Company
      in accordance with this Section.
    

    
           14.     Warrant
      Agent.     The Company shall serve as warrant
      agent under this Warrant. Upon 30 days' notice to the Holder, the Company may
      appoint a new warrant agent. Any corporation into which the Company or any new
      warrant agent may be merged or any corporation resulting from any consolidation
      to which the Company or any new warrant agent shall be a party or any
      corporation to which the Company or any new warrant agent transfers
      substantially all of its corporate trust or shareholders services business
      shall be a successor warrant agent under this Warrant without any further act.
      Any such successor warrant agent shall promptly cause notice of its succession
      as warrant agent to be mailed (by first class mail, postage prepaid) to the
      Holder at the Holder's last address as shown on the Warrant Register.
    

    
           15.     Miscellaneous.

    

    
                (a)     This
      Warrant shall be binding on and inure to the benefit of the parties hereto and
      their respective successors and assigns. Subject to the preceding sentence,
      nothing in
    

    
      -11-
    

    
    
      this Warrant shall be construed to give to any Person other than the
      Company and the Holder any legal or equitable right, remedy or cause of action
      under this Warrant. This Warrant may be amended only in writing signed by the
      Company and the Holder and their successors and assigns.
    

    
                (b)     All
      questions concerning the construction, validity, enforcement and interpretation
      of this Warrant shall be governed by and construed and enforced in accordance
      with the internal laws of the State of New York, without regard to the
      principles of conflicts of law thereof. Each party agrees that all legal
      proceedings concerning the interpretations, enforcement and defense of the
      transactions contemplated by this Warrant (whether brought against a party
      hereto or its respective affiliates, directors, officers, shareholders,
      employees or agents) shall be commenced in the state and federal courts sitting
      in the City of New York, Borough of Manhattan. Each party hereto hereby
      irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in the City of New York, Borough of Manhattan for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein (including with respect to
      the enforcement of this Warrant), and hereby irrevocably waives, and agrees not
      to assert in any suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction of any such court, that such suit,
      action or proceeding is improper. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      suit, action or proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address in effect for notices to it under this Warrant and agrees that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. Each party hereto (including
      its affiliates, agents, officers, directors and employees) hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right to
      trial by jury in any legal proceeding arising out of or relating to this
      Warrant or the transactions contemplated hereby. If either party shall commence
      an action or proceeding to enforce any provisions of this Warrant, then the
      prevailing party in such action or proceeding shall be reimbursed by the other
      party for its attorneys fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such action or proceeding.
    

    
                (c)     The
      headings herein are for convenience only, do not constitute a part of this
      Warrant and shall not be deemed to limit or affect any of the provisions
      hereof.
    

    
                (d)     In
      case any one or more of the provisions of this Warrant shall be invalid or
      unenforceable in any respect, the validity and enforceability of the remaining
      terms and provisions of this Warrant shall not in any way be affected or
      impaired thereby and the parties will attempt in good faith to agree upon a
      valid and enforceable provision which shall be a commercially reasonable
      substitute therefor, and upon so agreeing, shall incorporate such substitute
      provision in this Warrant.
    

    
       [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, 
 SIGNATURE PAGE
      FOLLOWS]
    

    
       
    

    
      -12-
    

    
    
      IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
      executed by its authorized officer as of the date first indicated above.
    

    	 	MILLENNIUM CELL INC. 
	          	 
	 	 By: /s/ Norman R. Harpster, Jr.
Name: Norman
          R. Harpster, Jr. 
Title: Chief Financial Officer 


    
      -13-
    

    
    
      FORM OF ELECTION TO PURCHASE
    

    
      To Millennium Cell Inc.:
    

    
           In accordance with Warrant No. 3 issued to
      the undersigned, the undersigned hereby elects to purchase _____________ shares
      of common stock ("Common Stock"), $.001 par value per share, of
      Millennium Cell Inc., and, if such Holder is not utilizing the cashless
      exercise provisions set forth in this Warrant, encloses herewith $________ in
      cash, certified or official bank check or checks, which sum represents the
      aggregate Exercise Price (as defined in the Warrant) for the number of shares
      of Common Stock to which this Form of Election to Purchase relates.
    

    
           By its delivery of this Form of Election To
      Purchase, the Holder represents and warrants to the Company that in giving
      effect to the exercise evidenced hereby the Holder will not beneficially own in
      excess of the number of shares of Common Stock (determined in accordance with
      Section 13(d) of the Securities Exchange Act of 1934) permitted to be owned
      under Section 11 of this Warrant to which this notice relates.
    

    
           The undersigned requests that certificates
      for the shares of Common Stock issuable upon this exercise be issued in the
      name of
    

    	 	PLEASE INSERT SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER 
	 	(Please print name and address) 

 
    
      Warrant Shares Exercise Log
    

    	Date 
 
 	Number of Warrant 
Shares Available to
 be
          Exercised	Number of Warrant
 Shares Exercised 
 	Number of Warrant 
Shares Remaining to
 be
          Exercised
	











	








	








	










 
    
      FORM OF ASSIGNMENT
    

    
      [To be completed and signed only upon transfer of Warrant]
    

    
            FOR VALUE RECEIVED, the undersigned hereby
      sells, assigns and transfers unto ________________________________ the right
      represented by the within Warrant to purchase ____________ shares of Common
      Stock of Millennium Cell Inc., to which the within Warrant relates and appoints
      ________________ attorney to transfer said right on the books of Millennium
      Cell Inc., with full power of substitution in the premises.
    

    	Dated: _______________, ____ 	
	 	



		(Signature must conform in all respects to name of holder as
          specified on the face of the Warrant)
	 	
	 	



	 	Address of Transferee
	 	


	 	



	 	



	In the presence of: