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. 
    

    
      CLOSING WARRANT 
    

    
    

    	Warrant No. 1 	Date of Original Issuance: October 31, 2002


    
           Millennium Cell Inc., a Delaware
      corporation (the "Company"), hereby certifies that, for value received,
      Pine Ridge Financial, Inc. or its registered assigns (the "Holder"), is
      entitled to purchase from the Company up to a total of 73,599 shares of common
      stock, $.001 par value per share (the "Common Stock"), of the Company
      (each such share, a "Warrant Share" and all such shares, the "Warrant
      Shares") at an exercise price (as adjusted from time to time as provided in
      Section 9, the "Exercise Price") per Warrant Share equal to $2.32, at
      any time and from time to time from and after the date hereof and through and
      including the fifth year anniversary of the date hereof (the "Expiration
      Date"), and subject to the following terms and conditions:
    

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

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

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

    
           4.     
      Exercise and Duration.     Subject to the
      provisions of Section 5, this Warrant shall be exercisable by the registered
      Holder at any time and from time to time on or after the date hereof to and
      including the Expiration Date. At 6:30 p.m., New York City time on the
      Expiration Date, the portion of this Warrant available for exercise and not
      exercised prior thereto shall be and become void and of no value,
      provided, that if the closing sales price of the Common Stock on the
      Expiration Date is greater than 102% of the Exercise Price on the Expiration
      Date, then this Warrant shall be deemed to have been exercised in full (to the
      extent not previously exercised) on in accordance with Section 10 hereof at
      6:30 P.M. New York City time on the Expiration Date.
    

    
           5.     
      Delivery of Warrant Shares.
    

    
                (a) Upon
      delivery of the Form of Election to Purchase to the Company (with the attached
      Warrant Shares Exercise Log) at its address for notice set forth in Section 13
      and upon payment of the Exercise Price multiplied by the number of Warrant
      Shares that the Holder intends to purchase hereunder, the Company shall
      promptly (but in no event later than three Trading Days after the Date of
      Exercise (as defined herein)) issue and deliver to the Holder, a certificate
      for the Warrant Shares issuable upon such exercise free of restrictive legends
      unless
    

    
      -2-
    

    
    
      otherwise required by the Purchase Agreement. The Company shall, upon
      request of the Holder and subsequent to the date on which a registration
      statement covering the resale of the Warrant Shares has been declared effective
      by the Securities and Exchange Commission, use its reasonable commercial
      efforts to deliver Warrant Shares hereunder electronically through the
      Depository Trust Corporation or another established clearing corporation
      performing similar functions, if available, provided, that, the Company may,
      but will not be required to change its transfer agent if its current transfer
      agent cannot deliver Warrant Shares electronically through the Depository Trust
      Corporation.
    

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

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

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

    
      -3-
    

    
    
      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.
    

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

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

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

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

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

    
      -4-
    

    
    
                (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
      omitting subsection 9(d) below and evidencing the Holder's right to purchase
      the Alternate Consideration for the aggregate Exercise Price upon exercise
      thereof, or (ii) purchase the Warrant from the Holder for a purchase price,
      payable in cash within five Trading Days after such request (or, if later, on
      the effective date of the Fundamental Transaction), equal to the Black Scholes
      value of the remaining unexercised portion of this Warrant on the date of the
      Fundamental Transaction as well as assumptions reasonably mutually acceptable
      to the Company and the Holder, provided that for purposes of such calculation,
      the
    

    
      -5-
    

    
    
      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)     Subsequent
      Equity Sales.
    

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

    
                 
                 (A)
            Any grant of an option or warrant for Common
      Stock or issuance of any shares of Common Stock upon the exercise of any
      options or warrants to employees, officers and directors of or consultants to
      the Company pursuant to any stock option plan, employee stock purchase plan or
      similar plan or incentive or consulting arrangement approved by the
      Company’s board of directors;
    

    
                 
                 (B)
            Any rights or agreements to purchase Common
      Stock Equivalents outstanding on the date hereof and as specified in Schedule
      3.1(g) to the Purchase Agreement (but not as to any amendments or other
      modifications to the number of Common Stock issuable thereunder, the terms set
      forth therein, or the exercise price set forth therein);
    

    
                 
                 (C)
           Any Common Stock or Common Stock Equivalents
      issued for consideration other than cash pursuant to a merger, consolidation,
      acquisition or other similar business combination;
    

    
      -6-
    

    
    
                 
                 (D)
            Any issuances of Common Stock or Common Stock
      Equivalents to a Person which is or will be, itself or through its
      subsidiaries, an operating company in a business related to or complementary
      with the business of the Company and in which the Company receives reasonably
      material benefits in addition to the investment of funds, but shall not include
      a transaction in which the Company is issuing securities primarily for the
      purpose of raising capital or to an entity whose primary business is investing
      in securities;
    

    
                 
                 (E)
            Any Common Stock Equivalents that entitle the
      holders thereof to acquire up to 500,000 shares of Common Stock issued pursuant
      to any equipment leasing arrangement;
    

    
                 
                 (F)
            Any Common Stock or Common Stock Equivalents
      issued to pay all or a portion of any investment banking, finders or similar
      fee or commission, which entitles the holders thereof to acquire shares of
      Common Stock at a price not less than the market price of the Common Stock on
      the date of such issuance and which is not subject to any adjustments other
      than on account of stock splits and reverse stock splits;
    

    
                 
                 (G)
            Any shares of Common Stock issued upon: (i)
      exercise of the Warrants (as defined in the Purchase Agreement) or the warrants
      issued by the Company on June 19, 2002 to Pine Ridge Financial, Inc. and ZLP
      Master Technology Fund, Ltd. or (ii) conversion of the Debentures (as defined
      in the Purchase Agreement);
    

    
                 
                 (H)
            Any adjustment to the Conversion Price (as
      defined in the Debentures) or exercise price in the Warrants; or
    

    
                 
                 (I)
            a bonafide underwritten public offering of the
      Common Stock resulting in gross proceeds in excess of $15 million to the
      Company (it being understood that equity line transactions, including any on
      going warrant financing, or any similar arrangements shall not constitute a
      bona fide underwritten public offering of the Common Stock for the purposes
      hereof).
    

    
                 
           (ii)       If, at any
      time while this Warrant is outstanding, the Company or any Subsidiary issues
      Common Stock Equivalents at a price per share that floats or resets or
      otherwise varies or is subject to adjustment based on market prices of the
      Common Stock (a "Floating Price Security"), then for purposes of
      applying the preceding paragraph in connection with any subsequent exercise,
      the Exercise Price will be determined separately on each Exercise Date and will
      be deemed to equal the lowest price per share at which any holder of such
      Floating Price Security is entitled to acquire shares of Common Stock on such
      Exercise Date (regardless of whether any such holder actually acquires any
      shares on such date).
    

    
                 (e)
            Number of Warrant Shares.
            Simultaneously with any adjustment to the
      Exercise Price pursuant to paragraphs (a), (b) or (d) of this Section, the
      number of Warrant Shares that may be purchased upon exercise of this Warrant
      shall be increased or decreased
    

    
      -7-
    

    
    
      proportionately, so that after such adjustment the aggregate Exercise
      Price payable hereunder for the adjusted number of Warrant Shares shall be the
      same as the aggregate Exercise Price in effect immediately prior to such
      adjustment.
    

    
                 (f)
            Calculations.
           All calculations under this Section 9
      shall be made to the nearest cent or the nearest 1/100th of a share, as
      applicable. The number of shares of Common Stock outstanding at any given time
      shall not include shares owned or held by or for the account of the Company,
      and the disposition of any such shares shall be considered an issue or sale of
      Common Stock.
    

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

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

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

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

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

    
      -8-
    

    
    	 	 	 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 pursuant to the Purchase Agreement.
    

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

    
                     (b)     If
      the Company has not obtained the Shareholder Approval (as defined below), then
      the Company may not issue in excess of 3,648,846 shares of Common Stock less:
      any shares of Common Stock issued upon exercise of the Warrants and that
      certain warrant issued by the Company to the original Holder on June 19, 2002
      and conversion of the Debentures issued pursuant to the Purchase Agreement
      (such number of shares, as adjusted from time to time, the "Issuable
      Maximum"). If the Holder shall no longer hold the Warrant due to exercise
      or cancellation of the Warrant, then the Holder's remaining portion of the
      Issuable Maximum shall be allocated pro-rata among the remaining Holders. If on
      any Date of Exercise: (A) the aggregate number of shares of Common Stock that
      would then be issuable upon exercise
    

    
      -9-
    

    
    
      in full of this Warrant would exceed the Issuable Maximum, and (B) the
      Company shall not have previously obtained the vote of shareholders (the
      "Shareholder Approval"), if any, as may be required by the applicable
      rules and regulations of the Nasdaq National Market (or any successor entity)
      applicable to approve the issuance of shares of Common Stock in excess of the
      Issuable Maximum pursuant to the terms hereof, then the Company shall issue to
      the Holder a number of shares of Common Stock equal to the Issuable Maximum
      and, with respect to the remainder of the Warrant Shares then issuable under
      the Warrant for which an exercise in accordance with the applicable exercise
      price would result in an issuance of shares of Common Stock in excess of the
      Issuable Maximum (the "Excess Warrant Shares"), the Holder shall have
      the option to require the Company to use its best efforts to obtain the
      Shareholder Approval applicable to such issuance as soon as is possible, but in
      any event not later than the 90th day after such request. The Company and the
      Holder understand and agree that shares of Common Stock issued to and then held
      by the Holder as a result of exercise of this Warrant shall not be entitled to
      cast votes on any resolution to obtain Shareholder Approval pursuant hereto. If
      the Company shall succeed in obtaining the Shareholder Approval, the Excess
      Warrant Shares shall again become fully exercisable by the Holder.
    

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

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

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

    
      -10-
    

    
    
           15.     Miscellaneous.

    

    
                
      (a)      This Warrant shall be binding on and inure to
      the benefit of the parties hereto and their respective successors and assigns.
      Subject to the preceding sentence, nothing in this Warrant shall be construed
      to give to any Person other than the Company and the Holder any legal or
      equitable right, remedy or cause of action under this Warrant. This Warrant may
      be amended only in writing signed by the Company and the Holder and their
      successors and assigns.
    

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

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

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

    
      -11-
    

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

    










    
      -12-
    

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

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


    
      -13-
    

    
    
      FORM OF ELECTION TO PURCHASE
    

    
      To Millennium Cell Inc.:
    

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

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

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

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

 
    
      Warrant Shares Exercise Log 
    

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



















	  	  	 

 
    
      FORM OF ASSIGNMENT
    

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

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

    
      Dated: _______________, ____
    

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


    
    

    
      In the presence of: