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. 
    

    
       SECOND WARRANT 
    

    	Warrant No. 4	Date of Original Issuance: January 30, 2003


    
           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 589,376 shares of common
      stock, $.001 par value per share (the "Common Stock"), of the Company
      (each such share, a "Warrant Share" and all such shares, the "Warrant
      Shares") at an exercise price (as adjusted from time to time as provided in
      Section 9, the "Exercise Price") per Warrant Share equal to $3.93, 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, between
      the Company and the original Holder (the "Purchase Agreement"), shall
      have the meanings given to such terms in the Purchase Agreement.
    

    
            2.
           Registration of Warrant.
            The Company shall register this Warrant, upon
      records to be maintained by the Company for that purpose (the "Warrant
      Register"), in the name of the
    

    
    
      record Holder hereof from time to time. The Company may treat the
      registered Holder as the absolute owner hereof for the purpose of any exercise
      hereof or any distribution to the Holder, and for all other purposes, absent
      actual notice to the contrary.
    

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

    
           4.
           Exercise, Duration and Redemption.
    

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

    
                  (b)
            Commencing at any time after the date of the
      issuance of this Warrant, if in excess of the amount of principal amount of the
      Secured Debentures (as defined in the Purchase Agreement) issued to the
      original Holder, indicated below shall have been prepaid in full by the Company
      pursuant to a declaration of an Event of Default (as defined in the Secured
      Debentures) pursuant to the Secured Debentures and, under clause (xiii) or
      (xiv) of the Events of Default (as defined in the Unsecured Debentures) under
      the Unsecured Debentures, then the Company shall have the right, on up to one
      occasion per occurrence and upon one business day's notice to the Holder given
      not later than five (5) business days after the occurrence of the condition set
      forth above, to redeem up to the percentage amount indicated below of the then
      unexercised Warrant Shares at a price of $.001 per Warrant Share (the
      "Redemption Price"), on the date set forth in such notice (the
      "Redemption Date"). Prior to the Redemption Date, the Holder may
      exercise all or a portion of the Warrant Shares subject to the redemption
      notice. On the Redemption Date, the Holder shall tender the Warrant to the
      Company in exchange for a New Warrant reflecting the Warrant Shares not
      redeemed pursuant to the terms hereof and
    

    
      -2-
    

    
    
      payment of an amount equal to the number of Warrant Shares being redeemed
      hereunder multiplied by the Redemption Price.
    

    	Amount Prepaid	Redeemable Percentage
	 $3,000,000	10%
	 $6,000,000 	20%
	$8,500,000	60%


    
           5.
           Delivery of Warrant Shares.
    

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

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

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

    
                
      (c)      If by the fifth Trading Day after a Date of
      Exercise the Company fails to deliver the required number of Warrant Shares in
      the manner required pursuant to Section 5(a), and if after such fifth Trading
      Day the Holder purchases (in an open market transaction or otherwise) shares of
      Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant
      Shares which the Holder anticipated receiving upon such exercise (a
      "Buy-In"), then the Company shall (1) pay in cash to the Holder the
      amount by which (x) the Holder's total purchase price (including brokerage
      commissions, if any) for the shares of Common Stock so purchased exceeds (y)
      the amount obtained by multiplying (A) the number of Warrant Shares that the
      Company was required to deliver to the Holder in connection with the exercise
      at issue by (B)
    

    
      -3-
    

    
    
      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.
    

    
           
      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
    

    
      -4-
    

    
    
      issuable and deliverable upon the exercise of this entire Warrant. The
      Company covenants that all Warrant Shares so issuable and deliverable shall,
      upon issuance and the payment of the applicable Exercise Price in accordance
      with the terms hereof, be duly and validly authorized, issued and fully paid
      and nonassessable.
    

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

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

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

    
      -5-
    

    
    
      number of Warrant Shares then issuable upon exercise in full of this
      Warrant (the "Alternate Consideration"). For purposes of any such
      exercise, the determination of the Exercise Price shall be appropriately
      adjusted to apply to such Alternate Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common Stock in
      such Fundamental Transaction, and the Company shall apportion the Exercise
      Price among the Alternate Consideration in a reasonable manner reflecting the
      relative value of any different components of the Alternate Consideration. If
      holders of Common Stock are given any choice as to the securities, cash or
      property to be received in a Fundamental Transaction, then the Holder shall be
      given the same choice as to the Alternate Consideration it receives upon any
      exercise of this Warrant following such Fundamental Transaction. At the
      Holder's option and request, any successor to the Company or surviving entity
      in such Fundamental Transaction shall, either (i) issue to the Holder a new
      warrant substantially in the form of this Warrant and consistent with the
      foregoing provisions and omitting subsection 9(d) below and evidencing the
      Holder's right to purchase the Alternate Consideration for the aggregate
      Exercise Price upon exercise thereof, or (ii) purchase the Warrant from the
      Holder for a purchase price, payable in cash within five Trading Days after
      such request (or, if later, on the effective date of the Fundamental
      Transaction), equal to the Black Scholes value of the remaining unexercised
      portion of this Warrant on the date of the Fundamental Transaction as well as
      assumptions reasonably mutually acceptable to the Company and the Holder,
      provided that for purposes of such calculation, the market price of the Common
      Stock shall be the closing bid price of the Common Stock on the Trading Day
      immediately preceding the public announcement of the Fundamental Transaction
      and the volatility factor shall be determined by reference to the 12 month
      average industry volatility measures. The terms of any agreement pursuant to
      which a Fundamental Transaction is effected shall include terms requiring any
      such successor or surviving entity to comply with the provisions of this
      paragraph (c) and insuring that the Warrant (or any such replacement security)
      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
    

    
      -6-
    

    
    
      price, conversion price and other pricing terms. Notwithstanding the
      foregoing, no adjustment will be made under this Section 9(d) in respect of:
    

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

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

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

      
                            (D).     
        Any issuances of Common Stock or Common Stock Equivalents to a Person which is
        or will be, itself or through its subsidiaries, an operating company in a
        business related to or complementary with the business of the Company and in
        which the Company receives reasonably material benefits in addition to the
        investment of funds, but shall not include a transaction in which the Company
        is issuing 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
      

    

    
      -7-
    

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

    

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

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

    

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

    
      -8-
    

    
    
      to such transaction, and the Company will take all steps reasonably
      necessary in order to insure that the Holder is given the practical opportunity
      to exercise this Warrant prior to such time so as to participate in or vote
      with respect to such transaction; provided, however, that the failure to
      deliver such notice or any defect therein shall not affect the validity of the
      corporate action required to be described in such notice.
    

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

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

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

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

    
      -9-
    

    
    
      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.
    

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

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

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

    
            15.
           Miscellaneous.
    

    
                 (a)
           This Warrant shall be binding on and inure to the
      benefit of the parties hereto and their respective successors and assigns.
      Subject to the preceding sentence, nothing in this Warrant shall be construed
      to give to any Person other than the Company and the Holder any
    

    
      -10-
    

    
    
      legal or equitable right, remedy or cause of action under this Warrant.
      This Warrant may be amended only in writing signed by the Company and the
      Holder and their successors and assigns.
    

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

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

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

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

    
      -11-
    

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

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


    
      -12-
    

    
    
      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: