SEVERANCE, RELEASE AND CONSULTING AGREEMENT
       

       
                 THIS SEVERANCE, RELEASE AND CONSULTING
            AGREEMENT (this "Release") is made by and between Norman "Chip"
            Harpster, Jr. (hereinafter "Employee", "You" and "Your") and Millennium
            Cell Inc. (hereinafter "Millennium"), for the purpose of amicably and fully
            resolving any and all claims, disputes and issues arising out of Employee's
            employment with Millennium and the termination of that employment.
       

       
             RECITALS
       

       
                  A.      For
            purposes of this Release, "Millennium" means Millennium Cell Inc. and each and
            all of its subsidiary and affiliated corporations, entities, members, officers,
            directors, stockholders, employees, former employees, departments, divisions,
            predecessors and/or joint ventures.
       

       
                  B.      Employee
            has been employed by Millennium in various positions, including his most recent
            position of Vice President, Finance and International Business Development. As
            a result of the termination of Employee's employment with Millennium and to
            fully and finally resolve all issues concerning Employee's employment
            relationship with Millennium, Millennium and Employee have decided to enter
            into this Release.
       

       
                  C.      There is
            an existing agreement between Employee and Millennium dated September 6, 2000.
       

       
                  D.      For and
            in consideration of the mutual promises and covenants in this Release, and for
            other good and valuable consideration, the receipt and sufficiency of which is
            hereby acknowledged, the parties agree as follows:
       

       
            OPERATIVE PROVISIONS
       

       
                 1.
                 Termination of Employment.
                Millennium and Employee agree that Employee's
            employment relationship with Millennium shall terminate effective February 14,
            2003 ("Termination Date").
       

       
                  2.     
            Consideration.
       

       
       
                      (a)
                 Severance.
                As consideration for Employee's execution of and
            compliance with this Release, Millennium agrees to pay Employee the gross
            amount of Sixty-Five Thousand and 00/100 ($65,000) Dollars ("Severance"). This
            Severance shall be exclusive of any and all earned and unused vacation days.
            Employee shall receive payment for fifteen (15) earned and unused vacation
            days. The aforementioned Severance payment shall be subject to all appropriate
            federal and state withholding and employment taxes. The parties agree that the
            Severance shall be paid to Employee within ten (10) business days of the
            Effective Date of this Release, as defined in Section 3(e) hereof.
       

       
                      (b)
                 Benefit Termination/Continuation:
                As further consideration for Employee's execution of
            and compliance with this Release:
       

       
                           
            1.      Millennium agrees to pay Employee's monthly
            COBRA premiums in the amount of One Thousand Three Hundred Thirty-Nine
            ($1,339.00) Dollars per month $1,392.79 for eighteen (18) months through August
            14, 2004. If the premium increases or decreases during the eighteen (18) month
            period, Millennium agrees to pay the increased or decreased premium so that
            Employee continues to receive the same coverage amount. Employee will have the
            opportunity and responsibility to elect COBRA continuation coverage and will be
            responsible for the execution of the continuation of coverage forms upon
            termination of his insurance coverage on February 14, 2003. To the extent
            Employee becomes eligible for medical benefits through a new employer during
            the eighteen (18) month period identified herein, Employee shall promptly
            advise Millennium in writing and Millennium's obligation to make the COBRA
            payments referenced herein shall immediately cease.
       

       
                           
            2.      Millennium agrees to pay Employee Four Hundred
            Fifty Five and 00/100 ($455.00) Dollars per month to be applied to Employee's
            life insurance premium for eighteen (18) months through August 14, 2004. If the
            premium increases or decreased during the eighteen (18) month period,
            Millennium agrees to pay the increased or decreases premium so that Employee
            continues to receive the same coverage amount. It shall be Employee's sole
            responsibility to make sure timely payments are made to the life insurance
            company.
       

       
                            3.
                 Millennium agrees to pay Employee Two Hundred
            Eight Four and 00/100 ($284.00) Dollars per month to be applied to Employee's
            disability insurance premium in
       

       
       
            the amount of $284 per month for eighteen (18) months through August 14,
            2004. If the premium increases or decreases during the eighteen (18) month
            period, Millennium agrees to pay the increased or decreased premium so that
            Employee continues to receive the same coverage amount. It shall be Employee's
            sole responsibility to make sure timely payments are made to the disability
            insurance company.
       

       
                           
            4.      All other benefits will terminate on
            Employee's Termination Date of February 14, 2003.
       

       
                           
            (c)      Warrants:
       

       
                                (1)
                 Employee is the holder of options ("Options") to
            purchase 272,500 shares of common stock ("Common Stock") of Millennium. The
            Options were issued to Employee pursuant to Millennium's Stock Option Plan. Of
            the Options: (i) 212,500 Options have an exercise price of $2.90 per share, and
            60,000 Options have an exercise price of $4.35 per share; and (ii) 161,668
            Options have vested and 110,832 Options have not vested.
       

       
                                
            (2)      Employee hereby surrenders to Millennium all
            Options in exchange for warrants ("Warrants") to purchase an aggregate of
            272,500 shares of Common Stock of Millennium. Millennium shall issue the
            Warrants to Employee pursuant to the Warrant Agreements ("Warrant Agreements")
            attached hereto as Exhibit A. Employee agrees to execute all documents and
            instruments necessary for the surrender of the Options. The principal terms of
            the Warrants are:
       

       	Number of Warrants	 Term	Exercise Price Per Share of Common
                   Stock of Millennium
	212,500	2/14/2013	$2.90 
	 60,000 	 2/14/2013 	 $4.35

 
       
                                (3)
                 The Warrant Agreements shall each provide that
            the Warrants shall not be transferred for one year from February 14, 2003
            except the following Warrant transfers may be made prior to February 14, 2004:
            (i) transfers in connection with bona fide estate tax planning purposes; (ii)
            if the volume weighted average price of the Common Stock is $4.25 or greater
            prior to February 14, 2004, 212,500 Warrants may be transferred within three
            (3) days after such price is attained; or (iii) if the volume weighted average
            price of the Common Stock is $5.10 or greater prior to February 14, 2004, an
            additional 60,000 Warrants may be transferred within three (3) days after such
            price is attained. Any transfer of the Warrants also must comply with the
            provisions of the Securities Act of 1933, as amended (the "Securities Act"),
            including, without limitation, Rule 144. Employee and Millennium acknowledge
            and agree that because of contractual restrictions binding upon Millennium,
            Millennium is presently prohibited from granting to Employee piggy-back
            registration rights for the shares of Common Stock underlying the Warrants. If
            Millennium is permitted in the future to grant piggyback registration rights,
            it will grant them to Employee.
       

       
                                (d)
                 Consulting Arrangement:
                 As further consideration for the parties entering
            into this Release and Millennium issuing the Warrants to Employee, Employee and
            Millennium hereby enter into a consulting arrangement ("Consulting
            Arrangement"). For purposes of the Consulting Arrangement, Employee shall be
            referred to herein as "Consultant." The Consulting Arrangement shall be for a
            term of one (1) year from the Effective Date. At the request of Millennium,
            Consultant agrees to provide consulting services to Millennium on matters,
            topics and projects requested by Millennium. Such consulting services shall be
            provided on a reasonable basis by Consultant and not conflict with his
            scheduling requirements. Such consulting services shall include Millennium's
            financial reporting and SEC compliance, intellectual property, including issues
            or disputes relating to claims of persons or entities other than Millennium to
            any right or interest in such intellectual property. For his services as a
            consultant, Consultant shall provide the first 20 hours of service at no
            charge, the next 21 to 40
       

       
       
            hours at $175 per hour and all hours over 40 hours at $250 per hour, and
            Consultant shall be paid his expenses. Consultant shall provide an invoice on a
            monthly basis to Millennium for services rendered and expenses incurred.
            Consultant's invoice shall be paid by Millennium within thirty (30) days. For
            purposes of the Consulting Arrangement, the following shall apply: The
            relationship of Consultant to Millennium shall be that of an independent
            contractor. Consultant shall not be deemed to be an employee of Millennium.
            Consultant shall not be considered as having employee status for the purpose of
            any employee benefit plan applicable to Millennium's employees generally,
            payroll withholding taxes, or for any other purpose such as, but not limited
            to, worker's compensation, medical or life insurance, vacation, holiday pay,
            unemployment insurance and welfare or pension benefits. The benefits set forth
            in Section 2(b) of this Agreement are separate and are not related to or a part
            of the Consulting Arrangement. Consultant accepts exclusive liability for the
            payment of any and all payroll withholding taxes with respect to all
            compensation that arises out of the consulting services provided under the
            terms of this section of this Release. This section does not and shall not be
            construed to create a partnership or joint venture between the parties and any
            of them.
       

       
                                (e)
                 Sufficiency of Consideration; No Admission
            of Liability.      The parties agree that the
            consideration paid to Employee and set forth herein is good and sufficient
            consideration for this Release. The parties further agree that these amounts
            are greater than what Employee is entitled to receive from Millennium under
            Millennium's policies, and equal to the amount under Employee's prior
            employment agreement with Millennium dated September 6, 2000 ("Employee's
            Employment Contract") and applicable law. Employee acknowledges that neither
            this Release, nor payment of any consideration pursuant to this Release, shall
            be taken or construed to be an admission or concession of any kind with respect
            to alleged liability or alleged wrongdoing by Millennium. Millennium
            specifically disclaims any liability to Employee and Employee specifically
            admits that Millennium is not liable to him on any basis. Millennium will not
            challenge an application for unemployment compensation by Employee.
       

       
                 3.
                 General Release and Waiver of
            Claims:      (a) Employee agrees to release
            Millennium, its current and former officers, directors, agents, employees,
            former employees, stockholders, affiliates, successors and assigns, or any of
            them (hereinafter collectively "Millennium personnel"), from all claims,
            demands, actions, liabilities, whether presently known
       

       
       
            or unknown by him (except as expressly set forth in
            paragraph 3(d) below), that he may have against Millennium or Millennium
            personnel, in any way related to his employment at Millennium and/or the
            termination of that employment. By way of example, the types of claims that are
            covered under this Release include but are not limited to:
       

       	(1)	 	all "wrongful discharge" claims, "constructive
                   discharge" claims, all claims relating to any contracts of employment,
                   expressed or implied, any covenants of good faith and fair dealing, expressed
                   or implied, and any personal wrongs or injuries;
	(2)	 	any severance payments or rights or any rights
                   concerning the exercise or vesting of stock options arising from or related to
                   the termination of Employee's employment with Millennium or Employee's
                   Employment Contract or any other purported employment agreement other than for
                   such payments or rights as set forth in this Release;
	(3)	 	 any claims that could be brought pursuant to Title VII
                   of the Civil Rights Act of 1964, 42 U.S.C. § 2000-1 et seq., the Age
                   Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Americans
                   with Disabilities Act, 42 U.S.C. § 12101 et seq., the Worker Adjustment
                   and Retraining Notification Act, the Employee Retirement Income Security Act,
                   29 U.S.C. § 1131 et seq., the Family and Medical Leave Act, 29 U.S.C.
                   § 2601 et seq., the New Jersey Law Against Discrimination, N.J.S.A. §
                   10:5-1 et seq., the Conscientious Employee Protection Act, N.J.S.A. §
                   34:19-1 et seq., and the Family Leave Act, N.J.S.A. § 34:11B-1 et seq.
                   (all as may have been amended); and
	(4)	 	any claims that could be brought under any other
                   federal, state, county or municipal statute or ordinance dealing with
                   discrimination in employment on the basis of sex, race, national origin,
                   religion, disability, age, marital status, affectional or sexual orientation or
                   other reason.


       
                 (b)      Employee
            agrees that he will never sue or otherwise institute a claim of any kind
            against Millennium or Millennium personnel for anything that has happened up to
            now, whether presently known or unknown by him, in any way
            related to his employment at Millennium and/or the termination of that
            employment.
       

       
       
                 (c)     If
            Employee breaches the terms of this Release by suing Millennium or Millennium
            personnel, Employee agrees that he will pay all costs and expenses incurred by
            Millennium and Millennium personnel in defending against the suit, including
            reasonable attorneys' fees. Additionally, if Employee breaches the terms of
            this Release, Millennium shall have the right to discontinue, immediately and
            permanently, all benefits hereunder and to obtain, by way of counterclaim or
            other lawful means, repayment of the full amount paid to Employee as
            consideration for this Release.
       

       
                 (d)      This
            Release does not include any claims Employee may have with respect to any
            medical, prescription, dental, flexible spending account, life insurance,
            retirement and savings benefits provided by plans maintained by Millennium to
            which he may be entitled, or to any rights he may have under applicable
            worker's compensation laws or any claims or rights Employee may have against
            Millennium personnel unrelated to his employment at Millennium or the
            termination of that employment. This Release shall not apply to any claim
            brought against Employee by a third party for acts or omissions of Employee
            within the scope of his employment as an officer of Millennium.
       

       
                  (e)
                 Revocation Periods; Attorney Review; Effective
            Date.     Employee acknowledges that he received this
            Release on January 23, 2003. Employee shall have until February 13, 2003 to
            consider this Release and to deliver this Release, duly executed by Employee,
            to Millennium ("Consideration Period"). Millennium hereby advises Employee to
            consult an attorney with respect to the terms of this Release and Millennium
            agrees to pay Employee's attorney up to Ten Thousand and 00/100 ($10,000.00)
            Dollars for attorney's fees upon presentation of a statement for fees and
            services by Employee's attorney. Employee understands that he is entitled to
            revoke this Release at any time during the seven (7) days immediately following
            Employee's execution of this Release ("Revocation Period") by notifying
            Millennium in writing of his revocation. To revoke, a written notice of
            revocation must be mailed to George Zalepa, Millennium Cell Inc., 1 Industrial
            Way West, Eatontown, NJ 07724 within 7 days after Employee signs this Release.
            The revocation must be:
       

       
                       (1)
                 postmarked within the 7-day period; and
       

       
                       (2)
                 properly addressed to George Zalepa at the above
            address.
       

       
       
                 If George Zalepa does not receive a written
            verification in accordance with the foregoing terms, Employee will not be able
            to revoke this Release. This Release shall become effective on the day after
            the seven-day Revocation Period has expired unless timely notice of Employee's
            revocation has been delivered to Millennium (the "Effective Date").
       

       
                 4.
                 Confidential Information:
       

       
                      (a)
                 Employee agrees and acknowledges that the terms
            and conditions of Millennium's Employee Proprietary Information and Invention
            Agreement and the Confidentiality Agreement remain in full force and effect and
            that nothing herein modifies the terms and conditions of those Agreements.
            Employee further agrees and acknowledges that prior to February 14, 2003, he
            will return or has returned to Millennium any and all Confidential Information
            and copies thereof.
       

       
                      (b)
                 Employee further acknowledges and agrees that
            Millennium has developed, received, compiled and owns certain proprietary
            techniques and confidential information that have great value in its business.
            This information includes but is not limited to any and all information (in any
            medium, including but not limited to, written documents and electronic files)
            concerning unpublished financial data, marketing and sales data, compensation
            and benefits data, Employee lists, contracts, formulas, trade secrets,
            discoveries, improvements, know-how, marketing plans, business plans,
            strategies, forecasts, customer information and supplier and vendor identities
            and agreements ("Confidential Information"). Employee also has access to
            confidential information of any persons or entities for whom Millennium
            performs services, or from whom Millennium or Employee obtain information
            ("Clients"). Confidential Information includes not only information disclosed
            by Millennium or its Clients to Employee in the course of Employee's employment
            with Millennium, but also information developed or learned by Employee during
            the course of Employee's employment with Millennium. Confidential Information
            is to be broadly defined.
       

       
                      (c)
                 Employee acknowledges and agrees that during
            Employee's employment with Millennium, Employee has had access to such
            Confidential Information. Employee has also had access to privileged
            communications between Millennium and its counsel ("Privileged Information").
            Employee agrees that at all times after Employee's employment with Millennium
       

       
       
            is terminated, Employee will (i) hold in trust, keep confidential, and
            not disclose to any third party or make any use of the Confidential Information
            of Millennium or its Clients and/or Privileged Information; (ii) not cause the
            transmission, removal or transport of Confidential Information of Millennium or
            its Clients or Privileged Information; and (iii) not publish, disclose, or
            otherwise disseminate Confidential Information of Millennium or its Clients or
            Privileged Information except as otherwise permitted under applicable law.
       

       
                       (d)
                 Prior to Millennium's public disclosure of
            Employee's termination in a Form 8-K filing with the SEC, Employee agrees to
            keep both the existence and the terms (to the extent such terms are in the Form
            8-K) of this Release completely confidential, except that Employee may discuss
            this Release with Employee's attorney, accountant, or other professional person
            who may assist Employee in evaluating, reviewing, or negotiating this Release,
            and as otherwise permitted under applicable law. Disclosure of the terms of
            this Release prior to this Release being filed with the SEC contrary to those
            terms will constitute a breach of this Release. If terms of this Release are
            not set forth in the Form 8-K, Employee shall comply with the non-disclosure
            provisions of this Section 4(d). The restrictions in this Section 4(d) shall
            not apply once this Release is filed with the SEC. Employee may review and
            comment upon, but not approve or disprove, any filings concerning himself.
       

       
                 5.
                 Non-Disparagement.
                Employee agrees to refrain from any publication or any
            type of communication, oral or written, of a defamatory or disparaging
            statement pertaining to Millennium, its past, present and future officers,
            agents, directors, stockholders, affiliates, supervisors, employees or
            representatives, except as otherwise permitted by law. Millennium agrees to
            refrain from any publication or any type of communication, oral or written, of
            a defamatory or disparaging statement pertaining to Employee, except as
            otherwise permitted by law. The provisions of this Section shall also apply
            when Employee acts as a Consultant to Millennium pursuant to Section 2(d),
            provided Employee shall not be precluded from honestly and accurately
            responding to questions presented to him by members of the Board or officers of
            Millennium during his consultancy.
       

       
                  6.
                 Non-Solicitation: Employee agrees
            that for a period of two (2) years after his last day of work at Millennium,
            February 14, 2003, he will not directly or indirectly:
       

       
       
                       (a)
                 solicit, attempt to solicit, induce or attempt to
            induce any of Millennium's customers or licensees, or currently active
            potential customers or licensees, to purchase or license from Millennium any
            products or services that Millennium has offered for sale or offered to license
            during the two-year period immediately preceding February 14, 2003;
       

       
                       (b)
                 solicit, attempt to solicit, induce or attempt to
            induce any of Millennium's strategic partners, collaborators, or joint
            development partners, to engage in collaborative efforts for the development,
            sale or licensing of products or services that are the subject of Millennium's
            collaborative efforts with any such entities; and
       

       
                       (c)
                 solicit, attempt to solicit, induce or attempt to
            induce employees of Millennium to accept employment with, or enter into an
            independent contractor relationship with, Employee or any entity with which he
            shall become affiliated or employed.
       

       
                  7.
                 Non-Compete:
                Employee agrees that for a period of two (2) years
            after his last day of work at Millennium, February 14, 2003, he will not,
            without the prior written consent of Millennium, directly or indirectly provide
            any services (whether in the sales, marketing, public relations, finance,
            research, development, general office, administrative or other areas) as an
            employee, agent, officer, director, consultant, advisor or other representative
            within a company, business unit, division or department that develops, sells,
            markets, licenses or distributes hydrogen generation, storage, distribution
            and/or infrastructure in competition or prospective competition, directly or
            indirectly, with Millennium in any state or country in which Millennium seeks
            to do business. Millennium's competitors include any entity, individual or
            affiliate of such company or individual that develops, sells, markets, licenses
            or distributes hydrogen generation, storage, distribution and/or infrastructure
            that could be used in place of Millennium's Products or Technology.
            Millennium's Products or Technology mean systems for chemically producing
            hydrogen gas from boron or boron-containing compounds and delivering said
            hydrogen gas for conversion to power.
       

       
                  8.
                 Protection of Millennium's
            Interests:     Employee hereby acknowledges that
            these non-compete, non-solicitation and non-disparagement provisions are
            necessary and reasonable to protect Millennium's business interests and to
            prevent the inevitable disclosure of Millennium's Confidential Information.
            Employee further acknowledges that Millennium may
       

       
       
            suffer irreparable harm and other damage in the event of a breach any of
            these provisions. Employee agrees that the term, scope and geographic area of
            the covenants contained herein are reasonable. However, if any court of
            competent jurisdiction determines that any such covenant is unenforceable as to
            the term, scope or geographic area then such covenant nevertheless shall be
            enforceable by such court as to such shorter term, such lesser scope or within
            such lesser geographic area as the court determines to be reasonable and
            enforceable. In the event that Millennium Cell believes that Employee has
            breached any provision of this Agreement, including the non-compete,
            non-solicitation or non-disparagement provisions, it shall notify Employee by
            registered mail or Federal Express. Employee shall immediately cease the
            activity and desist from any further activity which is in non-compliance with
            this Agreement. To the extent Millennium Cell is required to file a lawsuit or
            other proceeding relating to the enforcement of this Agreement, and Millennium
            Cell is successful, Employee shall be responsible to pay the attorneys' fees
            and costs incurred by Millennium Cell in connection with the lawsuit or other
            proceeding. Millennium Cell reserves its right to seek all legal remedies
            available to Millennium Cell. Employee consents to the jurisdiction of the
            state and federal courts of the State of New Jersey and agrees that these
            courts shall be the exclusive forum for any dispute relating to the
            non-compete, non-solicitation and non-disparagement provisions herein. To the
            extent Employee is required to file a lawsuit or other proceeding relating to
            enforcement or litigation of the non-disparagement provisions herein and
            Employee is successful, Millennium shall be obligated to pay the attorneys fees
            and costs incurred by Employee in connection with the lawsuit or other
            proceeding.
       

       
                  9.
                 References:
                The parties agree that Millennium will provide a
            written reference after the effective date of this Release in the form attached
            hereto as Exhibit B. Such reference shall be signed by the President and CEO of
            Millennium.
       

       
                  10.
                 Return of Millennium Property:
                On or before February 14, 2003, Employee shall have
            delivered to Millennium all property belonging to Millennium in Employee or
            Employee's agent's possession, custody or control, including without
            limitation, (a) all Millennium credit cards, (b) all computers, laptops,
            printers, docking stations, other miscellaneous computer hardware and software,
            facsimile machines, and copy machines, (c) electronic organizers, (d) any and
            all originals and copies of Confidential Information, and (e)
       

       
       
            building keys and Millennium identification cards and other documents.
            After February 14, 2003, Employee shall not have access to or use of
            Millennium's facilities, e-mail, voicemail, internet, intranet or extranets.
       

       
                 11.
                 Entire Agreement:
                Employee agrees that this Release contains the entire
            agreement of the parties and that this Release cannot be amended, modified, or
            supplemented in any respect except by the written agreement of both parties.
            The parties further agree that Millennium's Employee Proprietary Information
            and Invention Agreement and Confidentiality Agreement remain in full force and
            effect unless explicitly superceded by this Release. The parties further agree
            that this Release supercedes Employee's Employment Contract, which shall be
            deemed null and void as of the Effective Date of this Release and is hereby
            terminated as of February 14, 2003.
       

       
                 12.
                 Severability:
                The parties agree that should a court find any
            provision of this Release invalid or unenforceable as applied to any
            circumstance, the remainder of this Release and the application of such
            provision shall be interpreted so as best to effect the intent of the parties
            hereto. The parties further agree to replace any such void or unenforceable
            provision of this Release with a valid and enforceable provision that will
            achieve, to the extent possible, the economic, business or other purposes of
            the void or unenforceable provisions.
       

       
                  13.
                 Governing Law:
                Employee agrees that this Release shall be governed by
            the laws of the State of New Jersey without giving effect to any conflict of
            laws principles. Employee consents to the jurisdiction of the federal and state
            courts in the State of New Jersey and agrees that they shall be the exclusive
            forum for the resolution of any and all disputes under this Release.
       

       
                  14.      Employee
            has read this Release in its entirety, understands fully the meaning and
            significance of all its terms, and hereby voluntarily and knowingly agrees to
            accept all of its terms. Employee further acknowledges that he has not relied
            on any representations, promises, or agreements of any kind made to him in
            connection with his decision to accept this Release. Employee further
            acknowledges that Millennium has advised him and that he is aware of the
            following:
       

       
       
                       (a)
                he has the right to and has consulted with an attorney
            prior to signing this Release;
       

       
                       (b)
                he has twenty-one (21) days to decide whether to sign
            this Release; and
       

       
                       (c)
                if he signs this Release, he has up to 7 days to revoke
            it and the Release will not become effective until this 7-day period has
            expired.
       

       
       	DATE: January 27, 2003	/s/ Norman R. Harpster,
                   Jr.               
                   
 NORMAN "CHIP" HARPSTER, JR.
		
		MILLENNIUM CELL INC.
		
	DATE: January 27, 2003	BY: /s/ Stephen S. Tang    
Name:
                   Stephen S. Tang
Title: President & CEO

 
       
       

       	STATE OF NEW JERSEY)	
		) ss:
	COUNTY OF MONMOUTH)	


       
                      On this 27th
            day of January 2003, Norman "Chip" Harpster, Jr. personally came before me and
            acknowledged under oath, to my satisfaction, that this person (a) is named in
            and personally signed this document; and (b) signed, sealed and delivered this
            document as his voluntary act and deed.
       

       		/s/ Karen
                   Gavini      
NOTARY PUBLIC

 
       
            EXHIBIT A
       

       
            Warrant Agreements
       

       
            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.
       

       
            WARRANT
       

       	Warrant No. H-1	Date of Original Issuance: February 14, 2003 


       
                 Millennium Cell Inc., a Delaware
            corporation (the "Company"), hereby certifies that, pursuant to the
            Severance, Release and Consulting Agreement dated February 14, 2003 between
            Norman R. Harpster, Jr. and the Company (the "Severance Agreement"), and
            for value received, Norman R. Harpster, Jr., or his registered assigns
            (the "Holder"), is entitled to purchase from the Company up to a total
            of 212,500 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 8, the "Exercise
            Price") per Warrant Share equal to $2.90, at any time and from time to time
            from and after February 14, 2004 and through and including February 14, 2013
            (the "Expiration Date"), and subject to the following terms and
            conditions:
       

       
                 1.
                 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.
       

       
       
                 2.
                 Restriction on Transfers / Registration of
            Transfers.     This Warrant may only be transferred in
            compliance with state and federal securities laws. This Warrant may not be
            transferred until February 14, 2004, except for (i) transfers in connection
            with bona fide estate planning purposes, or (ii) if the volume weighted average
            price of the Common Stock on any Trading Day (as defined herein) is equal to or
            greater than $4.25 (subject to equitable adjustments for stock splits,
            recapitalization and similar events) and so long as the Warrant is transferred
            within three (3) Trading Days after such price is attained. 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.
       

       
                 3.
                 Exercise and Duration.
                Subject to the provisions of Section 4, this Warrant
            shall be exercisable by the registered Holder at any time and from time to time
            on or after February 14, 2004 to and including the Expiration Date;
            provided, however, that the Holder is entitled to exercise this
            Warrant immediately if: (i) the exercise is in connection with bona fide estate
            planning purposes, or (ii) the volume weighted average price of the Common
            Stock on any Trading Day (as defined herein) is equal to or greater than $4.25
            (subject to equitable adjustments for stock splits, recapitalization and
            similar events) and so long as the Warrant is exercised within three (3)
            Trading Days after such price is attained. 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 volume weighted average 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) in accordance with Section 9
            hereof at 6:30 P.M. New York City time on the Expiration Date.
       

       
                 4.
                 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 12 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 (as defined herein) after the Date of Exercise (as defined herein)) issue
            and deliver to the Holder, a certificate for the Warrant Shares issuable upon
            such exercise.
       

       
                 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.
       

       
       
                 A "Trading Day" means: (i) a day on
            which the Common Stock is traded on the New York Stock Exchange, the American
            Stock Exchange, the NASDAQ National Market or the NASDAQ Small Cap Market
            (each, a "Trading Market"), or (ii) if the Common Stock is not listed on
            a Trading Market, a day on which the Common Stock is traded in the
            over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the
            Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common
            Stock is quoted in the over-the-counter market as reported by the National
            Quotation Bureau Incorporated (or any similar organization or agency succeeding
            its functions or reporting prices); provided, that in the event that the Common
            Stock is not listed or quoted as set forth in (i), (ii) and (iii) hereof, then
            Trading Day shall mean any day except Saturday, Sunday and any day which shall
            be a federal legal holiday or a day on which banking institutions in the State
            of New Jersey are authorized or required by law or other governmental action to
            close.
       

       
                      (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 4(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
            a manner required pursuant to Section 4(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 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
            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.
       

       
                 5.
                 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 transfer tax or transfer agent fee in respect of the issuance of
            such certificates, both of which 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 liabilities that may
            arise as a result of holding or transferring this Warrant or receiving Warrant
            Shares upon exercise hereof. The Company may require that the Holder make such
            provision or payment, or furnish to it such authorization so that the Company
            can satisfy its obligation to withhold or otherwise pay for employment, excise,
            income and payroll taxes of the Holder arising from the grant, exercise or
            cancellation of this Warrant, or the sale of Common Stock acquired on the
            exercise of this Warrant. This authority and discretion includes, without
            limitation, the right to withhold or receive Warrant Shares, other securities,
            property and to make cash payments in respect thereof.
       

       
                 6.
                 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.
       

       
                 7.
                 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.
       

       
                 8.      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 8.
       

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

       
                      (d)
                 Number of Warrant Shares.
                Simultaneously with any adjustment to the Exercise
            Price pursuant to paragraphs (a) or (b) 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.
       

       
                      (e)
                 Calculations.     All
            calculations under this Section 8 shall be made to the nearest cent or the
            nearest 1/100th of a share, as applicable. The number of shares of Common 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.
       

       
                      (f)
                 Notice of Adjustments.
                Upon the occurrence of each adjustment pursuant to this
            Section 8, 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.
       

       
                      (g)
                 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.
       

       
                 9.      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.
                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. 
	 	 	 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.
       

       
                 10.
                 Piggyback Registration.
                If the Company proposes to file a registration
            statement under the Securities Act with respect to an offering of Common Stock
            for its own account or for the account of another person (other than a
            registration statement on Form S-4 or S-8), and the Company is not under any
            contractual obligation which prohibits the granting of such piggyback
            registration rights at that time, then the Company shall give written notice of
            such proposed filing to the Holder at the address set forth in Section 12 as
            soon as reasonably practicable (but in no event less than 10 days before the
            anticipated filing date), undertaking to provide the Holder the opportunity to
            register on the same terms and conditions such Warrant Shares as such Holder
            may request (a "Piggyback Registration"). The Holder will have five business
            days after receipt of any such notice to notify the Company as to whether it
            wishes to participate in a Piggyback Registration; provided, that should the
            Holder fail to provide timely notice to the Company, the Holder will forfeit
            any rights to such proposed offering. In the event that the registration
            statement is filed on behalf of person other than the Company, the Company will
            use its best efforts to have the Warrant Shares that the Holder wishes to sell
            included in the registration statement.
       

       
       
                 11.      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.
       

       
                 12.
                 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.
       

       
                 13.
                 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.
       

       
                 14. 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 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 Jersey, 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 Newark, State of New
            Jersey. Each party hereto hereby irrevocably submits to the exclusive
            jurisdiction of the state and federal courts sitting in the City of Newark,
            State of
       

       
       
            New Jersey, 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.
       

       
                 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/ Stephen S. Tang     
 Name:
                   Stephen S. Tang 
 Title: CEO & President 

 
       
            FORM OF ELECTION TO PURCHASE
       

       
            To Millennium Cell Inc.:
       

       
                 In accordance with Warrant No. H-1 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.
       

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

       	 	NAME:	 _______________________________ 
	 	ADDRESS:	 _______________________________ 
	 	 	 _______________________________ 
	 	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:
       

       
            ______________________________
       

       
       
            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.
       

       
            WARRANT
       

       	 Warrant No. H-2	Date of Original Issuance: February 14, 2003


       
                 Millennium Cell Inc., a Delaware
            corporation (the "Company"), hereby certifies that, pursuant to the
            Severance, Release and Consulting Agreement dated February 14, 2003 between
            Norman R. Harpster, Jr. and the Company (the "Severance Agreement"), and
            for value received, Norman R. Harpster, Jr., or his registered assigns
            (the "Holder"), is entitled to purchase from the Company up to a total
            of 60,000 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 8, the "Exercise
            Price") per Warrant Share equal to $4.35, at any time and from time to time
            from and after February 14, 2004 and through and including February 14, 2013
            (the "Expiration Date"), and subject to the following terms and
            conditions:
       

       
                 1.
                 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.
       

       
                 2.     Restriction
            on Transfers / Registration of Transfers.     This
            Warrant may only be transferred in compliance with state and federal securities
            laws. This Warrant may not be transferred until February 14, 2004, except for
            (i) transfers in connection with bona fide estate planning purposes or (ii) if
            the volume weighted average price of the Common Stock on any Trading Day (as
            defined herein) is equal to or greater than $5.10 (subject to equitable
       

       
       
            adjustments for stock splits, recapitalization and similar events) and so
            long as the Warrant is transferred within three (3) Trading Days after such
            price is attained. 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.
       

       
                  3.
                 Exercise and Duration.
                Subject to the provisions of Section 4, this Warrant
            shall be exercisable by the registered Holder at any time and from time to time
            on or after February 14, 2004 to and including the Expiration Date;
            provided, however, that the Holder is entitled to exercise this
            Warrant immediately if: (i) the exercise is in connection with bona fide estate
            planning purposes, or (ii) the volume weighted average price of the Common
            Stock on any Trading Day (as defined herein) is equal to or greater than $5.10
            (subject to equitable adjustments for stock splits, recapitalization and
            similar events) and so long as the Warrant is exercised within three (3)
            Trading Days after such price is attained. 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 volume weighted average 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) in accordance with Section 9
            hereof at 6:30 P.M. New York City time on the Expiration Date.
       

       
                 4.
                 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 12 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 (as defined herein) after the Date of Exercise (as defined herein)) issue
            and deliver to the Holder, a certificate for the Warrant Shares issuable upon
            such exercise.
       

       
                 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.
       

       
                 A "Trading Day" means: (i) a day on
            which the Common Stock is traded on the New York Stock Exchange, the American
            Stock Exchange, the NASDAQ National Market or the NASDAQ Small Cap Market
            (each, a "Trading Market"), or (ii) if the Common Stock is not listed on
            a Trading Market, a day on which the Common Stock is traded in the
            over-the-counter market, as reported by the OTC Bulletin Board, or (iii) if the
            Common Stock is not quoted on the OTC Bulletin Board, a day on which the Common
            Stock is quoted in the over-the-counter market as reported by the National
            Quotation Bureau Incorporated (or any similar organization
       

       
       
            or agency succeeding its functions or reporting prices); provided, that
            in the event that the Common Stock is not listed or quoted as set forth in (i),
            (ii) and (iii) hereof, then Trading Day shall mean any day except Saturday,
            Sunday and any day which shall be a federal legal holiday or a day on which
            banking institutions in the State of New Jersey are authorized or required by
            law or other governmental action to close.
       

       
                      (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 4(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
            a manner required pursuant to Section 4(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 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
            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.
       

       
                  5.
                 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 transfer tax or transfer agent fee in respect of the issuance of
            such certificates, both of which
       

       
       
            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 liabilities that may arise as a result of holding or transferring
            this Warrant or receiving Warrant Shares upon exercise hereof. The Company may
            require that the Holder make such provision or payment, or furnish to it such
            authorization so that the Company can satisfy its obligation to withhold or
            otherwise pay for employment, excise, income and payroll taxes of the Holder
            arising from the grant, exercise or cancellation of this Warrant, or the sale
            of Common Stock acquired on the exercise of this Warrant. This authority and
            discretion includes, without limitation, the right to withhold or receive
            Warrant Shares, other securities, property and to make cash payments in respect
            thereof.
       

       
                  6.
                 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.
       

       
                  7.
                 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.
       

       
                  8.
                 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 8.
       

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

       
                      (d)
                 Number of Warrant Shares.
                Simultaneously with any adjustment to the Exercise
            Price pursuant to paragraphs (a) or (b) 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.
       

       
                       (e)
                 Calculations.     All
            calculations under this Section 8 shall be made to the nearest cent or the
            nearest 1/100th of a share, as applicable. The number of shares of Common 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.
       

       
                       (f)
                 Notice of Adjustments.
                Upon the occurrence of each adjustment pursuant to this
            Section 8, 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.
       

       
                       (g)
                 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.
       

       
                 9.      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.
                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.
	 	 	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.
       

       
                 10.
                 Piggyback Registration.
                If the Company proposes to file a registration
            statement under the Securities Act with respect to an offering of Common Stock
            for its own account or for the account of another person (other than a
            registration statement on Form S-4 or S-8), and the Company is not under any
            contractual obligation which prohibits the granting of such piggyback
            registration rights at that time, then the Company shall give written notice of
            such proposed filing to the Holder at the address set forth in Section 12 as
            soon as reasonably practicable (but in no event less than 10 days before the
            anticipated filing date), undertaking to provide the Holder the opportunity to
            register on the same terms and conditions such Warrant Shares as such Holder
            may request (a "Piggyback Registration"). The Holder will have five business
            days after receipt of any such notice to notify the Company as to whether it
            wishes to participate in a Piggyback Registration; provided, that should the
            Holder fail to provide timely notice to the Company, the Holder will forfeit
            any rights to such proposed offering. In the event that the registration
            statement is filed on behalf of person other than the Company, the Company will
            use its best efforts to have the Warrant Shares that the Holder wishes to sell
            included in the registration statement.
       

       
                 11.      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.
       

       
                  12.
                 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.
       

       
                 13.
                 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.
       

       
                  14.
                 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 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 Jersey, 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 Newark, State of New
            Jersey. Each party hereto hereby irrevocably submits to the exclusive
            jurisdiction of the state and federal courts sitting in the City of Newark,
            State of New Jersey, 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.
       

       
                  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/ Stephen S. Tang
	 	 	Name: Stephen S. Tang
Title: CEO &
                   President

 
       
            FORM OF ELECTION TO PURCHASE
       

       
       

       
            To Millennium Cell Inc.:
       

       
                 In accordance with Warrant No. H-2 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.
       

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

       	 	NAME:	 _______________________________ 
	 	ADDRESS:	 _______________________________ 
	 	 	 _______________________________ 
	 	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:
       

       
            ______________________________
       

       
       
            FORM OF ELECTION TO PURCHASE
       

       
       

       
            To Millennium Cell Inc.:
       

       
                 In accordance with Warrant No. H-2 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.
       

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

       	 	NAME:	 _______________________________ 
	 	ADDRESS:	 _______________________________ 
	 	 	 _______________________________ 
	 	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:
       

       
            ______________________________
       

       
       
            EXHIBIT B
       

       
            During the term of his employment with Millennium, Mr. Norman "Chip"
            Harpster, Jr. was a well-qualified, creative and results-oriented senior
            executive with Millennium. Mr. Harpster has significant experience leading
            financial and administrative groups and served in a variety of roles during his
            tenure at Millennium, which commenced in October 2000:
       

       	 VP Finance and Administration - October 2000 to December 2001 
	 VP Finance and CFO - October 2000 to February 2003 
	 Corporate Secretary - October 2000 to February 2003 
	 VP International Business Development - December 2001 to February
              2003 


       
            Mr. Harpster was responsible for the initial establishment of the
            accounting, and reporting, treasury, tax, procurement, safety, health and
            environment, risk management, facilities, human
       

       
       
            resources, and information technology infrastructures of this
            development-stage company. In addition, Mr. Harpster led the effort to secure a
            second round of capital on behalf of Millennium in the amount of $16 million.