SECURITY AGREEMENT 
       

       	Millennium Cell Inc. 
1 Industrial Way West
 Eatontown, New
                   Jersey 07724 
(Individually and collectively "Debtor")	November 8, 2002
	 	 
	 Wachovia Bank, National Association 
190 River Road 
Summit,
                   New Jersey 07901 
(Hereinafter referred to as "Bank")	 


       
            For value received and to secure payment and performance of any and all
            obligations of Debtor (also referred to herein as "Borrower") to Bank under the
            Application and Agreement for Irrevocable Standby Letter of Credit pursuant to
            which Debtor has requested Bank issue a letter of credit in the face amount of
            $2,400,000 for the benefit of Ballard Power Systems, Inc. ("Ballard"), however
            created, arising or evidenced, whether direct or indirect, absolute or
            contingent, now existing or hereafter arising or acquired, and all costs and
            expenses incurred by Bank to obtain, preserve, perfect and enforce the security
            interest granted herein and to maintain, preserve and collect the property
            subject to the security interest (collectively, "Obligations"), Debtor hereby
            grants to Bank a continuing security interest in and lien upon, and for
            security purposes assigns and transfers to Bank until all of the Obligations
            are repaid in full, the following described property, whether now owned or
            hereafter acquired, and any additions, replacements, accessions, or
            substitutions thereof and all cash and non-cash proceeds and products thereof
            (collectively, "Collateral"):
       

       
            Deposit account number XXXXXXXXXXX of Debtor at Bank and all monies at
            any time on deposit therein ("Assigned Deposits").
       

       
            Debtor hereby represents and agrees that:
       

       
            1.      OWNERSHIP.
                 Debtor owns the Collateral. The Collateral is
            free and clear of all liens, security interests, and claims except those
            previously reported in writing to and approved by Bank, and Debtor will keep
            the Collateral free and clear from all liens, security interests and claims,
            other than those granted to or approved by Bank. Until all of the Obligations
            are repaid in full and subject to Section 7 hereof, Bank shall have the entire
            right and interest in and to the Assigned Deposits. By executing this Security
            Agreement, Debtor has divested itself of all control over the Assigned Deposits
            and Bank is entitled to and does possess sole dominion and control over the
            Assigned Deposits and is entitled to receive the benefits accruing with respect
            thereto as additional security for the Obligations. Debtor surrenders all
            authority or right to withdraw, collect, receive the benefits of, or otherwise
            assign or encumber the Assigned Deposits, and authorizes Bank (and each
            affiliate and branch office of Bank or such affiliate) to treat Bank as the
            sole and exclusive owner of the Assigned Deposits held subject to the terms
            hereof for the benefit of Debtor. Upon the maturity of the Assigned Deposits,
            other than Assigned Deposits at Bank that automatically roll over at maturity,
            Bank shall reinvest the Assigned Deposits in an investment of Bank's choice.
            Bank shall have no liability to Debtor for any loss incurred in connection with
            or arising out of any such reinvestment except for loss resulting from Bank's
            gross negligence or willful misconduct. The assignment evidenced by this
            Security Agreement is a continuing one and, unless released to Debtor pursuant
            to Section 7 hereof, is irrevocable so long as any of the Obligations are
            outstanding or the Bank shall have any obligations under the Loan Documents and
            shall terminate only upon payment or other satisfaction in full of all
            Obligations or Bank's acknowledgment in writing that this Security Agreement
            has been terminated. Upon termination of this Security Agreement, and to the
            extent the Assigned Deposits have not been applied in satisfaction of the
            Obligations or released to Debtor pursuant to Section 7 hereof, Bank shall
            reassign the Assigned Deposits to Debtor and return any passbooks,
            certificates, and other documents in Bank's possession at Debtor's request. All
            securities and security entitlements
       

       
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            pledged as Collateral are fully paid and non-assessable. All income,
            dividends, earnings and profits with respect to the Collateral shall be
            reported for state and federal income tax purposes as attributable to the
            Debtor and not Bank and Third Party (as defined herein), and Bank or any other
            person authorized to report income distributions, is authorized to issue IRS
            Forms 1099 indicating Debtor as the recipient of such income, earnings and
            profits.
       

       
            2.      NAME AND OFFICES; JURISDICTION OF
            ORGANIZATION.      The name and address of Debtor
            appearing at the beginning of this Agreement are Debtor's exact legal name and
            the address of its chief executive office. There has been no change in the name
            of Debtor, or the name under which Debtor conducts business, within the five
            years or such lesser time as Debtor shall have been in business preceding the
            date hereof except as disclosed in filings with the Securities and Exchange
            Commission and as previously reported in writing to Bank. Debtor has not moved
            its chief executive office within the five years preceding the date hereof
            except as previously reported in writing to Bank. Debtor is organized under the
            laws of the State of Delaware and has not changed the jurisdiction of its
            organization within the five years or such lesser time as Debtor shall have
            been in business preceding the date hereof except as previously reported in
            writing to Bank.
       

       
            3.      TITLE/TAXES.
                 Debtor has good title to Collateral and will
            warrant and defend same against all claims. Debtor will not transfer, sell, or
            otherwise dispose of the Collateral (except as permitted herein). Debtor agrees
            to pay promptly all taxes and assessments upon or for the use of Collateral and
            on this Security Agreement. At its option, Bank may discharge taxes, liens,
            security interests or other encumbrances at any time levied or placed on
            Collateral. Debtor agrees to reimburse Bank, on demand, for any such payment
            made by Bank. Any amounts so paid shall be added to the Obligations.
       

       
            4.      WAIVERS.
                 Debtor agrees not to assert against Bank as a
            defense (legal or equitable), as a set-off, as a counterclaim, or otherwise,
            any claims Debtor may have against any seller or lessor that provided personal
            property or services relating to any part of the Collateral. Debtor waives any
            and all rights to any bond or security which might be required by applicable
            law prior to the exercise of any of Bank's remedies against any Collateral. All
            rights of Bank and security interests hereunder, and all obligations of Debtor
            hereunder, shall be absolute and unconditional, not discharged or impaired
            irrespective of (and regardless of whether Debtor receives any notice of): (i)
            any lack of validity or enforceability of any Loan Document; (ii) any change in
            the time, manner or place of payment or performance, or in any term, of all or
            any of the Obligations or the Loan Documents or any other amendment or waiver
            of or any consent to any departure from any Loan Document; (iii) any exchange,
            release or non-perfection of any collateral, or any release of or modifications
            of the obligations of any guarantor or other obligor; (iv) any amendment or
            waiver of or consent to departure from any Loan Document or other agreement. To
            the extent permitted by law, Debtor hereby waives any rights under any
            valuation, stay, appraisement, extension or redemption laws now existing or
            which may hereafter exist and which, but for this provision, might be
            applicable to any sale or disposition of the Collateral by Bank; and any other
            circumstance which might otherwise constitute a defense available to, or a
            discharge of any party with respect to the Obligations.
       

       
            5.      NOTIFICATIONS; LOCATION OF
            COLLATERAL.      Debtor will notify Bank in
            writing at least 30 days prior to any change in: (i) Debtor's chief place of
            business and/or residence; (ii) Debtor's name or identity; (iii) Debtor's
            corporate/organizational structure; or (iv) the jurisdiction in which Debtor is
            organized. In addition, Debtor shall promptly notify Bank of any claims or
            alleged claims of any other person or entity to the Collateral or the
            institution of any litigation, arbitration, governmental investigation or
            administrative proceedings against or affecting the Collateral. Debtor will
            keep Collateral at the location(s) previously provided to Bank until such time
            as Bank provides written advance consent to a change of location. Debtor will
            bear the cost of preparing and filing any documents necessary to protect Bank's
            liens.
       

       
            6.      FINANCING STATEMENTS, POWER OF
            ATTORNEY.      No financing statement (other than
            any filed or approved by Bank) covering any Collateral is on file in any public
            filing office. On request of Bank,
       

       
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            Debtor will execute one or more financing statements in form satisfactory
            to Bank and will pay all costs and expenses of filing the same or of filing
            this Security Agreement in all public filing offices, where filing is deemed by
            Bank to be desirable. Bank is authorized to file financing statements relating
            to Collateral without Debtor's signature where authorized by law. Debtor hereby
            constitutes and appoints Bank the true and lawful attorney of Debtor with full
            power of substitution to take any and all appropriate action and to execute any
            and all documents or instruments that may be necessary or desirable to
            accomplish the purpose and carry out the terms of this Security Agreement,
            including, without limitation, to ask, demand, collect, receive, receipt for,
            sue for, compound and give acquittance for any and all amounts which may be or
            become due and payable under the Assigned Deposits; to execute any and all
            withdrawal requests, receipts or other orders for the payment of money drawn on
            the Assigned Deposits and to endorse the name of Bank on all instruments given
            in payment or in partial payment therefor; and to complete, execute, and
            deliver Control Agreement(s) by Bank, Debtor and Third Party(ies) required in
            connection herewith (individually and collectively the "Control Agreement"),
            instructions to Third Party(ies) regarding, among other things, control and
            disposition of any Collateral, and endorsements desirable for transfer or
            delivery of any Collateral, registration of any Collateral under applicable
            laws, retitling any Collateral, receipt, endorsement and/or collection of all
            checks and other orders for payment of money payable to Debtor with respect to
            Collateral. The foregoing power of attorney is coupled with an interest and
            shall be irrevocable until all of the Obligations have been paid in full.
            Neither Bank nor anyone acting on its behalf shall be liable for acts,
            omissions, errors in judgment, or mistakes in fact in such capacity as
            attorney-in-fact. Debtor ratifies all acts of Bank as attorney-in-fact. Debtor
            agrees to take such other actions, at Debtor's expense, as might be requested
            for the perfection, continuation and assignment, in whole or in part, of the
            security interests granted herein and to assure Bank's intended priority
            position. If certificates, passbooks, or other documentation or evidence is/are
            issued or outstanding as to any of the Collateral, Debtor will cause the
            security interests of Bank to be properly protected, including perfection by
            notation thereon or delivery thereof to Bank. Upon Bank's request, Debtor will,
            at its own expense: (i) do all things determined by Bank to be desirable to
            register such Collateral or qualify for an exemption from registration, under
            the provisions of all applicable securities laws, and (ii) otherwise do or
            cause to be done all other acts and things as may be necessary to make the sale
            of the Collateral valid, binding and in compliance with applicable law.
       

       
            7.      VALUE REQUIREMENT.
                 The amount of the Assigned Deposits shall at
            all times be in an amount not less than the aggregate amount available for
            drawing under all outstanding letters of credit issued by Bank for the account
            of Debtor and for the benefit of Ballard (the "Minimum Deposit Value"). If at
            any time the Minimum Deposit Value falls below this amount, Debtor shall within
            3 business days, deliver additional cash Collateral to Bank in an amount
            sufficient to restore the Minimum Deposit Value to the required amount. As the
            outstanding face amount of any such letters of credit is reduced as provided
            therein and provided no Default has occurred and is then continuing, upon
            written request of Debtor contained in a Certificate of Reduction, Bank shall
            permit amounts on deposit in the Assigned Deposits to be withdrawn by Debtor
            provided that after giving effect to such withdrawal the Minimum Deposit Value
            is maintained. In addition, on a quarterly basis and so long as no Default has
            occurred and is then continuing, the Bank shall permit Debtor to withdraw
            interest earned on the Assigned Deposits provided that, after giving effect to
            such interest withdrawal, the Minimum Deposit Value is maintained.
       

       
            8.      INSTRUMENTS, CHATTEL PAPER,
            DOCUMENTS.      Any Collateral that is
            instruments, chattel paper and negotiable documents will be properly assigned
            to, the originals of any such Collateral in tangible form deposited with and
            held by Bank, unless Bank shall hereafter otherwise direct or consent in
            writing. Bank may, without notice, before or after maturity of the Obligations,
            exercise any or all rights of collection, conversion, or exchange and other
            similar rights, privileges and options pertaining to Collateral, but shall have
            no duty to do so.
       

       
            9.      WITHDRAWAL OF ASSIGNED DEPOSITS.
                 Debtor shall not be permitted to withdraw
            funds from or exercise any authority of any kind with respect to the Assigned
            Deposits except as provided in Section 7 hereof. Bank shall have the exclusive
            authority to withdraw, or direct the withdrawal of, funds from the Assigned
            Deposits. Upon any payment by Bank under any letter of credit, Bank is hereby
            authorized to reimburse such payment by withdrawal of the necessary amount from
            the Assigned
       

       
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            Deposits. Notwithstanding the foregoing, Debtor's obligation to reimburse
            Bank for any payment made by Bank under any letter of credit shall be absolute
            and unconditional whether or not there are sufficient funds available in the
            Assigned Deposits to reimburse Bank for any such payment and whether or not
            Bank is able, for any reason, to be so reimbursed. So long as this Agreement
            remains in effect, the Assigned Deposits will be titled as directed by Bank.
       

       
            10.      COLLATERAL DUTIES.
                 Bank shall have no custodial or ministerial
            duties to perform with respect to Collateral pledged except as set forth
            herein; and by way of explanation and not by way of limitation, Bank shall
            incur no liability for any of the following: (i) loss or depreciation of
            Collateral (unless caused by its willful misconduct or gross negligence), (ii)
            failure to present any paper for payment or protest, to protest or give notice
            of nonpayment, or any other notice with respect to any paper or Collateral,
            (iii) failure to ascertain, notify Debtor of, or take any action in connection
            with any conversion, call, redemption, retirement or any other event relating
            to any of the Collateral, or failure to notify any party hereto that Collateral
            should be presented or surrendered for any such reason. Debtor acknowledges
            that Bank is not an investment advisor or insurer with respect to the
            Collateral; and Bank has no duty to advise Debtor of any actual or anticipated
            changes in the value of the Collateral. Bank's sole duty with respect to the
            custody, safekeeping and physical preservation of any certificate, passbook, or
            other documentation evidencing the Assigned Deposits in its possession shall be
            to deal with it in the same manner as it deals with similar property for its
            own account. Neither Bank, nor any of its employees or agents shall be liable
            for failure to demand, collect, or realize upon any of the Assigned Deposits or
            for any delay in doing so.
       

       
            11.      TRANSFER OF COLLATERAL.
                 Bank may assign its rights in Collateral or
            any part thereof to any assignee who shall thereupon become vested with all the
            powers and rights herein given to Bank with respect to the property so
            transferred and delivered, and Bank shall thereafter be forever relieved and
            fully discharged from any liability with respect to such property so
            transferred, but with respect to any property not so transferred, Bank shall
            retain all rights and powers hereby given.
       

       
            12.      INSPECTION, BOOKS AND RECORDS.
                 Debtor will at all times keep accurate and
            complete records covering each item of Collateral, including the proceeds
            therefrom. Bank, or any of its agents, shall have the right, at intervals to be
            determined by Bank and without hindrance or delay, during regular business
            hours and after reasonable notice at Debtor's expense, to inspect, audit, and
            examine the Collateral and to make copies of and extracts from the books,
            records, journals, orders, receipts, correspondence and other data relating to
            Collateral, Debtor's business or any other transaction between the parties
            hereto. Debtor will at its expense furnish Bank copies thereof upon request.
       

       
            13.      ATTORNEYS' FEES AND OTHER COSTS OF
            COLLECTION.      Debtor shall pay all of Bank's
            reasonable expenses incurred in enforcing this Security Agreement and in
            preserving and liquidating Collateral, including but not limited to, reasonable
            arbitration, paralegals', attorneys' and experts' fees and expenses, whether
            incurred with or without the commencement of a suit, trial, arbitration, or
            administrative proceeding, or in any appellate or bankruptcy proceeding.
       

       
            14.      DEFAULT.
                 If any of the following occurs, a default
            ("Default") under this Security Agreement shall exist: Loan Document
            Default.      A default or event of default (or
            similarly denominated term) under any Loan Document. Collateral Encumbrance.
             Any encumbrance of any Collateral not specifically permitted herein
            without prior written consent of Bank. Levy, Seizure or Attachment. The
            making of any levy, seizure, or attachment on or of Collateral which is not
            removed within 10 days. Unauthorized Collection of Collateral.
                 Any attempt to collect, cash in or otherwise
            recover deposits that are Collateral. Unauthorized Termination.
                 Any attempt to terminate, revoke, rescind,
            modify, or violate the terms of this Security Agreement or any Control
            Agreement without the prior written consent of Bank.
       

       
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            15.      REMEDIES ON DEFAULT (INCLUDING POWER
            OF SALE).      If a Default occurs, all of the
            Obligations shall be immediately due and payable, without notice, other than
            Obligations under any swap agreements (as defined in 11 U.S.C. §101) with
            Bank, which shall be governed by the default and termination provisions of said
            swap agreements, and Bank shall have all the rights and remedies of a secured
            party under the Uniform Commercial Code. Without limitation thereto, Bank shall
            have the following rights and remedies: (i) to take immediate possession of
            Collateral, without notice or resort to legal process, (ii) to exercise its
            right of set-off or bank lien as to any monies of Debtor deposited in accounts
            of any nature maintained by Debtor with Bank or affiliates of Bank, without
            advance notice, regardless of whether such accounts are general or special;
            (iii) to dispose of Collateral in any county or place to be selected by Bank,
            at either private or public sale (at which public sale Bank may be the
            purchaser) (iv) to apply toward and set-off against and apply to the then
            unpaid balance of the Obligations the Assigned Deposits (accelerated to
            maturity if necessary), even if effecting such set-off results in a loss or
            reduction of interest or the imposition of a penalty applicable to the early
            withdrawal of time deposits; (v) to receive any interest or payments in respect
            of the Assigned Deposits and apply such amounts and the Assigned Deposits to
            the Obligations in such manner as Bank, in its sole discretion, may determine.
            In addition to the foregoing, Bank shall be authorized to: transfer into Bank's
            name or the name of its nominee, all or any part of the Collateral; receive all
            interest, dividends, and other proceeds of the Collateral; notify any person
            obligated on any Collateral of the security interest of Bank therein and
            require such person to make payment directly to Bank; demand, sue for, collect
            or receive the Collateral and any proceeds thereof, and/or make any settlement
            or compromise as Bank deems desirable with respect to any Collateral; and
            exercise any voting, conversion, registration, purchase or other rights of an
            owner, holder or entitlement holder of the Collateral. Debtor agrees that Bank
            may exercise its rights under this Security Agreement without regard for the
            actual or potential tax consequences to Debtor under federal or state law and
            without regard to any instructions or directives given Bank by Debtor.
       

       
            Any notice of sale, disposition or other action by Bank required by law
            and sent to Debtor at Debtor's address shown above, or at such other address of
            Debtor as may from time to time be shown on the records of Bank, at least 5
            days prior to such action, shall constitute reasonable notice to Debtor. Notice
            shall be deemed given or sent when mailed postage prepaid to Debtor's address
            as provided herein. Bank shall be entitled to apply the proceeds of any sale or
            other disposition of the Collateral, and the payments received by Bank with
            respect to any of the Collateral, to Obligations in such order and manner as
            Bank may determine. Collateral that is subject to rapid declines in value and
            is customarily sold in recognized markets may be disposed of by Bank in a
            recognized market for such collateral without providing notice of sale. Debtor
            waives any and all requirements that the Bank sell or dispose of all or any
            part of the Collateral at any particular time, regardless of whether Debtor has
            requested such sale or disposition.
       

       
            16.      REMEDIES ARE CUMULATIVE.
                 No failure on the part of Bank to exercise,
            and no delay in exercising, any right, power or remedy hereunder shall operate
            as a waiver thereof, nor shall any single or partial exercise by Bank or any
            right, power or remedy hereunder preclude any other or further exercise thereof
            or the exercise of any right, power or remedy. The remedies herein provided are
            cumulative and are not exclusive of any remedies provided by law, in equity, or
            in other Loan Documents.
       

       
            17.      MISCELLANEOUS.
                 (i) Amendments and
            Waivers.      No waiver, amendment or modification
            of any provision of this Security Agreement shall be valid unless in writing
            and signed by Debtor and an officer of Bank. No waiver by Bank of any Default
            shall operate as a waiver of any other Default or of the same Default on a
            future occasion. (ii) Assignment.      All
            rights of Bank hereunder are freely assignable, in whole or in part, and shall
            inure to the benefit of and be enforceable by Bank, its successors, assigns and
            affiliates. Debtor shall not assign its rights and interest hereunder without
            the prior written consent of Bank, and any attempt by Debtor to assign without
            Bank's prior written consent is null and void. Any assignment shall not release
            Debtor from the Obligations. This Security Agreement shall be binding upon
            Debtor, and the heirs, personal representatives, successors, and assigns of
            Debtor. (iii) Applicable Law; Conflict Between Documents.
                 This Security Agreement shall be governed by
            and construed under the
       

       
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            law of the jurisdiction named in the address of the Bank first shown
            above (the "Jurisdiction") without regard to that Jurisdiction's conflict of
            laws principles, except to the extent that the UCC requires the application of
            the law of a different jurisdiction. If any terms of this Security Agreement
            conflict with the terms of any commitment letter or loan proposal, the terms of
            this Security Agreement shall control. (iv) Jurisdiction.
                 Debtor irrevocably agrees to non-exclusive
            personal jurisdiction in the Jurisdiction in which the office of Bank as stated
            above is located. (v)Severability.     If any
            provision of this Security Agreement shall be prohibited by or invalid under
            applicable law, such provision shall be ineffective but only to the extent of
            such prohibition or invalidity, without invalidating the remainder of such
            provision or the remaining provisions of this Security Agreement. (vi)
            Notices.      Any notices to Debtor shall be
            sufficiently given, if in writing and mailed or delivered to the address of
            Debtor shown above or such other address as provided hereunder; and to Bank, if
            in writing and mailed or delivered to Bank's office address shown above or such
            other address as Bank may specify in writing from time to time. In the event
            that Debtor changes Debtor's mailing address at any time prior to the date the
            Obligations are paid in full, Debtor agrees to promptly give written notice of
            said change of address by registered or certified mail, return receipt
            requested, all charges prepaid. (vii) Captions.
                 The captions contained herein are inserted
            for convenience only and shall not affect the meaning or interpretation of this
            Security Agreement or any provision hereof. The use of the plural shall also
            mean the singular, and vice versa. (viii) Joint and Several Liability.
                 If more than one party has signed this
            Security Agreement, such parties are jointly and severally obligated hereunder.
            (ix) Binding Contract.      Debtor by execution
            and Bank by acceptance of this Security Agreement, agree that each party is
            bound by all terms and provisions of this Security Agreement.
       

       
            18.
                 DEFINITIONS.     Loan
            Documents.     The term "Loan Documents" refers to
            all documents, including this Agreement, whether now or hereafter existing,
            executed in connection with or related to the Obligations, and may include,
            without limitation and whether executed by Debtor or others, commitment letters
            that survive closing, loan agreements, promissory notes, guaranty agreements,
            deposit or other similar agreements, other security agreements, applications
            and agreements for letters of credit, security instruments, financing
            statements, mortgage instruments, any renewals or modifications, whenever any
            of the foregoing are executed, but does not include swap agreements (as defined
            in 11 U.S.C. §101).Third Party.     The
            term "Third Party" means each and every Broker, Collateral Agent or Securities
            Intermediary maintaining a securities account, and acting in such capacity, for
            Debtor with respect to some or all of the Collateral. UCC.
                 "UCC" means the Uniform Commercial Code as
            presently and hereafter enacted in the Jurisdiction. Terms defined in the
            UCC.      Any term used in this Agreement and in
            any financing statement filed in connection herewith which is defined in the
            UCC and not otherwise defined in this Agreement or any other Loan Document has
            the meaning given to the term in the UCC.
       

       
            IN WITNESS WHEREOF, Debtor, on the day and year first written
            above, has caused this Security Agreement to be executed under seal.
       

       	 	Millennium Cell Inc.
Taxpayer Identification Number:
                   22-3726792
	 	 
	 	 By: /s/ Norman R. Harpster, Jr.(SEAL)
Name:
                   Norman R. Harpster, Jr.
Title: Vice President & Chief Financial
                   Officer


       
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             Schedule A to UCC 
       

       
            Schedule A to UCC from Millennium Cell Inc. ("Debtor") and for the
            benefit of Wachovia Bank, National Association ("Secured Party").
       

       
            The following described property whether now owned or hereafter acquired,
            and any additions, replacements, accessions, or substitutions thereof and all
            cash and non-cash proceeds and products thereof.
       

       
            Description of Collateral:
       

       
            Deposit account number XXXXXXXXXX of Debtor at Secured Party and all
            amounts at any time on deposit therein ("Assigned Deposits").
       

       
            Any term which is defined in the Uniform Commercial Code (UCC) has the
            meaning given to the term in the UCC.
       

       








       
            7
       

       
       
             Payer's Request for Taxpayers Identification Number and Certification
            
       

       	Account Name	Millennium Cell Inc.
	Address	1 Industrial Way West
Eatontown, New Jersey
                   07724


       
            W-9 Substitute
       

       
       

       
            Taxpayer Identification Number: XXXXXXXXXXX
       

       
            Check this box if you are not subject to backup withholding under the

            provisions of Section 3406(a)(1)(C) of the Internal Revenue Code
            ------------------> [ ] 
       

       
            Check this box if you qualify as a Non-Resident Alien
            --------------------------------> [ ] 
       

       
            Date__________
       

       
            Certification- Under penalties of perjury, I certify that the information
            provided on this form is true, correct and complete.
       

       	 	Signature: /s/ Norman R. Harpster, Jr. 
	 	 Print name:  Norman R. Harpster,
                   Jr.
                     Vice
                   President & Chief Financial Officer


       
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