Exhibit
      10.2

    


    ADVISORY
      BOARD MEMBER

    CONSULTING
      AGREEMENT

    


    


    This
      ADVISORY BOARD MEMBER CONSULTING AGREEMENT (the “Agreement”),
      dated
      September 20, 2007, by and between MILLENNIUM CELL INC., a Delaware corporation,
      (the “Company”),
      and
      [__________], an individual (the “Consultant”).

     

    RECITALS

     

    WHEREAS,
      the Company is engaged in the development of hydrogen battery technology for
      use
      in portable electronic devices and remote power applications for the, military,
      medical, industrial and consumer markets (the “Business”);
      

     

    WHEREAS,
      the Company has established an advisory board (the “Advisory
      Board”)
      to
      assist the Board of Directors and senior management of the Company in promoting
      the Company’s products and technology to the appropriate government and military
      agencies and prime military contractors with the objective of enhancing the
      use
      of the products and the widespread adoption of the technology in a wide range
      of
      targeted applications (the “Advisory
      Board Purpose”).

     

    WHEREAS,
      the Consultant has demonstrated extensive knowledge, skill and expertise in
      areas related to the Advisory Board Purpose;

     

    WHEREAS,
      the Company desires to retain the benefit of the Consultant’s services as a
      member of the Advisory Board;

     

    WHEREAS,
      the Company also desires to (i) keep confidential and secret all information
      the
      Consultant has regarding the operations of the Business and (ii) secure the
      Consultant’s agreement not to compete with the Business under the certain
      circumstances and for the certain time periods described in this
      Agreement;

     

    WHEREAS,
      the Consultant understands the necessity of keeping the aforementioned
      information confidential and secret, recognizes the proprietary nature of such
      information and agrees not to compete with the Business under the certain
      circumstances and for the certain time periods specified in this
      Agreement;

     

    WHEREAS,
      the Company is willing to compensate the Consultant for his services as a
      consultant to the Company and member of the Advisory Board, together with his
      noncompetition and nondisclosure covenants, all upon the terms, covenants and
      conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in consideration of the compensation paid hereunder, the mutual
      covenants, agreements and promises hereinafter set forth, and for other good
      and
      valuable consideration, the receipt and sufficiency of which is hereby agreed
      and acknowledged, the parties hereto, intending to be legally bound, agree
      as
      follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	(1)	
              Definitions.

            


    

     

    
      	
            	(a)	
              “Affiliate”
                means any Person (as hereinafter defined) now or hereafter controlling,
                controlled by, or under common control with another
                Person.

            


    

     

    
      	
            	(b)	
              “Area”
                means (i) the Borough of Eatontown, New Jersey, Monmouth County,
                New
                Jersey, the adjacent counties in New Jersey, the rest of the State
                of New
                Jersey, the states contiguous thereto, and each other state in the
                United
                States where the Company conducts the Business or has conducted the
                Business.

            


    

     

    
      	
            	(c)	
              “Board”
                means the Board of Directors of the
                Company.

            


    

     

    
      	
            	(d)	
              “Commencement
                Date”
                means the date of this Agreement.

            


    

     

    
      	
            	(e)	
              “Consulting
                Fee”
                has the meaning set forth in Section
                3.

            


    

     

    
      	
            	(f)	
              “Consulting
                Period”
                has the meaning set forth in Section
                2(a).

            


    

     

    
      	
            	(g)	
              “Ordinary
                Course of Business”
                means the conduct of the business and affairs of the Company or its
                Affiliates in the usual and ordinary course and in a manner which
                advances
                the purposes and is in the best interest of the Company and its
                Affiliates.

            


    

     

    
      	
            	(h)	
              “Person”
                means any individual, corporation, firm, partnership, limited liability
                company or other business entity whether or not such entity is operated
                for profit.

            


    

     

    
      	
            	(i)	
              “Proprietary
                Information”
                means all information or data with respect to the conduct or details
                of
                the Business (whether constituting a trade secret or not) including,
                without limitation, methods of operation, customers and customer
                lists,
                supplier lists, sales data, details of contracts with customers,
                consultants, suppliers or employees, products, proposed products,
                former
                products, proposed, pending or completed acquisitions of any company,
                division, product line or other business unit, prices and pricing
                policies, fees, costs, patents, trademarks, trade names, plans, designs,
                drawings, specifications, models, programs, cards, tapes , disks,
                printouts, manuals, guides, notes, technology, inventions, trade
                secrets,
                know-how, software, marketing methods, policies, plans, personnel,
                suppliers, competitors, markets or other specialized information
                or
                proprietary matters of the Company.


            


    

     

    
      	
            	(j)	
              “Publicly
                Traded”
                with respect to the Common Stock, means listed for trading on any
                national
                or regional securities exchange or the OTC
                Bulletin Board.

            


    

     

    
      	
            	(k)	
              “VP
                of Government Relations”
                means the Vice President of Government Relations of the
                Company.

            


    

     

    
      	(2)	
              Consulting
                Period and Duties with the Company.

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	(a)	
              Consulting
                Period.
                During 2007, the Consultant shall be available as a consultant to
                the
                Company from the date hereof (the “Commencement
                Date”)
                through and including December 31, 2007. Thereafter, and provided
                that the
                Consultant continues to serve as a consultant to the Company, the
                consulting period shall continue for consecutive periods of one (1)
                year each.
                The period during which the Consultant shall be available as a consultant
                to the Company shall be referred to herein as the “Consulting
                Period.”
                Notwithstanding anything contained herein with respect to the term
                of the
                Consulting Period, the Company may at any time terminate this Agreement
                pursuant to Section 6 hereof upon giving notice to the Consultant
                to such
                effect. 

            


    

     

    
      	
            	(b)	
              Effectiveness.
                This Agreement shall become effective upon the occurrence of both:
                (a) the
                authorization by the Board with respect to the establishment of the
                Advisory Board and the approval of the charter thereof, and (b) approval
                by the Board of this Agreement.

            


    

     

    
      	
            	(c)	
              Duties.
                During the Consulting Period, the Consultant shall make himself available
                to perform such promotional, consulting, informational and analytical
                services as may reasonably be requested by the Company (the “Consulting
                Services”).
                The Consultant shall report directly to both the VP of Government
                Relations and to the Chairman of the Advisory Board and shall use
                his best
                efforts to further the Advisory Board Purpose. The Consulting Services
                shall include the following:

            


    

     

    
      	
            	(i)	
              act
                as a member of the Advisory Board and attend a maximum of four (4)
                meetings of the Advisory Board per year in a location in the Washington
                DC
                area designated by the VP of Government
                Relations;

            


    

     

    
      	
            	(ii)	
              communicate
                with the Chairman of the Advisory Board, and the VP of Government
                Relations and other employees of the Company, as appropriate, to
                stay
                abreast of the Company’s products and technology development initiatives;
                

            


    

     

    
      	
            	(iii)	
              promote
                the Company’s products and technology to the appropriate government and
                military agencies and prime military contractors with the objective
                of
                enhancing the use of those products and the widespread adoption of
                the
                technology in a wide range of targeted applications;
                

            


    

     

    
      	
            	(iv)	
              recommend
                improvements to and revisions in the Company’s strategy and approach to
                selling and marketing its products and technology to government and
                military agencies and prime military contractors;
                and

            


    

     

    
      	
            	(v)	
              introduce
                appropriate Company personnel to key decision makers in government
                and
                military agencies and prime military contractors to enhance credibility
                and confidence in the Company’s products and
                technology.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
            	(d)	
              Company
                Policies.
                The Consultant agrees to comply with all policies applicable to him
                of the
                Company in effect from time to time, including without limitation,
                the
                Company’s insider trading policy and guidelines with respect to certain
                transactions in Company securities, as approved by the Board and
                in effect
                from time to time (the “Insider Trading Policy”). The Consultant
                acknowledges that by being a member of the Advisory Board and a party
                to
                this Agreement he is an “Insider” under the Insider Trading Policy. The
                Consultant agrees that he will refrain from trading in any of the
                Company’s securities without first complying with the Company’s
                “pre-clearance” process as set out in the Insider Trading Policy. The
                Consultant hereby certifies that he has carefully read and understands
                and
                agrees to comply with the Insider Trading Policy, a copy of which
                was
                distributed to the undersigned along with this Agreement. The Consultant
                further agrees that he will certify to the Company that he has carefully
                read, understands and agrees to comply with the Insider Trading Policy
                at
                each such time as the Board has approved an amended and/or restated
                Insider Trading Policy.

            


    

     

    
      	(3)	
              Compensation.
                For each full year during which the Consultant serves as a consultant
                to
                the Company in accordance with the terms of this Agreement (and prorated
                (based upon a year consisting of 365 days) for 2007 and for any other
                less
                than full year period during which the Consultant so serves as a
                consultant to the Company), the Company shall pay to the Consultant,
                and
                the Consultant shall accept from the Company in full payment for
                the
                Consulting Services rendered to the Company pursuant to Section 2
                hereof
                and for the Consultant’s nondisclosure and noncompetition covenants
                pursuant to Sections 7 and 8, respectively, the following
                compensation:

            


    

     

    
      	
            	(a)	
              an
                honorarium in an amount as determined by the Board of Directors of
                the
                Company (which for the remainder of 2007 shall be based upon a full
                year
                honorarium equal to Five Thousand Dollars
                ($5,000));

            


    

     

    
      	
            	(b)	
              an
                amount equal to One Thousand Dollars ($1,000) in compensation for
                each
                Advisory Board meeting the Consultant
                attends.

            


    

     

    
      	
            	(c)	
              subject
                to the approval by the Board, the Consultant will receive a grant
                of
                options to purchase such number of shares of the Company’s common stock,
                par value $0.001 per share, as the Board of Directors of the Company
                shall
                determine (which for the remainder of 2007 shall be based upon a
                full year
                stock option award consisting of Fifteen Thousand (15,000) shares
                of the
                Company’s common stock), (the “Options”)
                under the Company’s Amended and Restated 2000 Stock Option Plan subject to
                the terms and conditions of a Stock Option Grant Agreement to be
                entered
                into by the Company and the Consultant upon approval by the
                Board.

            


    

     

    
      	(4)	
              Expenses.
                The Company shall reimburse the Consultant for reasonable travel
                and other
                business expenses that are incurred by the Consultant in the performance
                of the Consulting Services upon the presentation to the Company of
                appropriate written documentation for such
                expenses.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	(5)	
              Independent
                Contractor.
                The Consultant and the Company agree that for the purposes of this
                Agreement, the Consultant shall be an independent contractor and
                not an
                employee of the Company. Except for the compensation and expense
                reimbursement provided for in Sections 3 and 4, respectively, the
                Consultant will not be entitled to any salary or other compensation
                from
                the Company and will not receive any employee benefits or any sick,
                holiday or vacation pay from the Company. The Company will not withhold
                income taxes or pay social security or unemployment taxes for the
                Consultant, and the Consultant will be responsible for all income
                and
                other tax liability arising out of this Agreement. The Consultant
                shall
                have no authority to enter into contracts which bind the Company
                or
                otherwise create obligations on the part of the
                Company.

            


    

     

    
      	(6)	
              Termination
                of Consultancy.
                The Company shall have the right to terminate this Agreement at any
                time
                during the term of this Agreement for any reason. Upon such termination,
                the Company shall have no further liability for compensation or other
                benefits to the Consultant under this Agreement except for such amounts
                that have been earned prior to the date of termination and remain
                unpaid
                as of such date.

            


    

     

    
      	(7)	
              Nondisclosure.

            


    

     

    
      	
            	(a)	
              The
                Consultant covenants and agrees that, at all times from and after
                the
                Commencement Date, he shall keep completely confidential and retain
                in
                strictest confidence and shall not directly or indirectly disclose,
                communicate or divulge to any Person other than the Company and its
                Subsidiary, and their respective employees, officers and agents,
                to whom
                such disclosure is necessary in the Ordinary Course of Business,
                or use
                for the benefit of any Person other than the Company or its Subsidiaries,
                any Proprietary Information. The restriction contained in the preceding
                sentence shall not apply to any Proprietary Information that (i)
                is a
                matter of public knowledge on the Commencement Date, (ii) becomes
                a matter
                of public knowledge after the Commencement Date solely from a source
                other
                than the Consultant or any other Person subject to an obligation
                of
                confidentiality to the Company or (iii) is required by law or by
                the order
                of any court or government agency, or in any litigation or similar
                proceeding to be disclosed; provided,
                that the Consultant shall, prior to making such legally required
                or
                compelled disclosure, notify the Company in order to permit the Company
                to
                seek an appropriate protective order and, upon such disclosure, shall
                request confidential treatment
                thereof.

            


    

     

    
      	
            	(b)	
              All
                Proprietary Information shall be, become and remain the exclusive
                property
                of the Company. Upon the termination of the Consulting Period, all
                originals, copies and reprints of the Proprietary Information in
                the
                Consultant’s possession, custody, or control shall be promptly surrendered
                and/or delivered to the Company, and the Consultant shall thereafter
                make
                no further use, either directly or indirectly, of any such Proprietary
                Information, provided
                that the Consultant shall not be obligated to deliver to the Company
                or
                prohibited from using such written information as is a matter of
                public
                knowledge through no action on his part on or prior to the date of
                the
                termination of the Consulting Period (whether pursuant to this Agreement
                or otherwise).

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	(8)	
              Covenants
                Not to Compete.

            


    

     

    
      	
            	(a)	
              The
                Consultant covenants and agrees that he will not at any time during
                the
                Consulting Period, directly or indirectly, for himself or through
                or on
                behalf of any other Person, whether as employee, owner, partner,
                agent,
                director, officer, consultant, or shareholder (except as the holder
                of not
                more than one percent (1%) of the outstanding shares of a corporation
                whose shares are Publicly Traded) or in any other capacity, do any
                of the
                following: (i) invest in, carry on, engage in or conduct or become
                involved in the Business or propose to engage in the Business within
                the
                Area, (ii) establish any Person that engages in the Business or proposes
                to engage in the Business within the Area, (iii) be affiliated or
                connected with any Person that engages in the Business or proposes
                to
                engage in the Business in the Area, (iv) solicit, divert or accept
                business from or otherwise take away or interfere with any customer
                of or
                supplier to the Company, or any distributor or seller of products
                of the
                Company, including without limitation any Person who was a customer,
                supplier or distributor or whose business was being pursued by the
                Company
                (A) during the period in which he serves as a consultant to of the
                Company
                or (B) one (1) year after the date as of which he ceases to serve
                as a
                consultant tothe Company (v) solicit or attempt to solicit the employment
                of any Person employed by the Company or any of its Affiliates or
                in any
                manner induce or attempt to induce any Person employed by the Company
                or
                any of its Affiliates to leave such
                employment.

            


    

     

    
      	
            	(b)	
              The
                Consultant hereby acknowledges that the scope and duration of the
                restriction imposed in the provision set forth above are fair and
                reasonable and are reasonably required for the protection of the
                Company’s
                proprietary information and the goodwill associated with the Business.
                It
                is the desire and intent of the parties that such provisions shall
                be
                enforced to the fullest extent permissible under the laws and public
                policies applied in each jurisdiction in which enforcement is sought.
                Accordingly, if any portion or provision set forth above is declared
                illegal, invalid, or unenforceable by a court of competent jurisdiction,
                then this Agreement shall be deemed amended to modify or delete therefrom
                the portion thus declared illegal, invalid, or unenforceable, and
                the
                remainder of this Agreement (or the application of such portion or
                provision in circumstances other than those as to which it is so
                declared
                illegal, invalid, or unenforceable) will not be affected thereby,
                and each
                portion and provision of this Agreement shall be valid and enforceable
                to
                the fullest extent permitted by law. In the event that any of the
                provisions set forth above are determined by any court of competent
                jurisdiction to be unenforceable by reason of excessive scope, geographic
                area, or duration, such provisions will be deemed to extend only
                to the
                maximum scope, geographic area, and duration as to which it may be
                enforceable, and the court shall revise the restrictions contained
                herein
                to cover such maximum scope, geographic area, and duration. For the
                purposes of this Section 8, the parties hereto agree that the covenants
                contained in Section 8(a) shall be construed as a series of separate
                covenants, one for each geographical subdivision which comprises
                the Area
                and, except for geographic coverage, each separate covenant shall
                be
                deemed identical.

            


    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	(9)	
              Acknowledgments;
                Injunctive Relief.
                The Consultant acknowledges the confidential and secret nature of
                the
                Proprietary Information. The Consultant also acknowledges that the
                Company
                has devoted considerable time, expense and other resources to the
                development or acquisition of the Proprietary Information. In light
                of
                this expenditure of time, money and resources by the Company, the
                Consultant further acknowledges (i) that all of the Proprietary
                Information has great economic value and is proprietary to the Company,
                (ii) that his violation of this Agreement would cause the Company
                to
                suffer irreparable damage and (iii) that the character, periods and
                geographical areas and the scope of restrictions on the Consultant’s
                activities during the Consulting Period are fair and reasonably required
                for the protection of the Company. Therefore, in addition to any
                other
                remedies which the Company may have under this Agreement or otherwise,
                the
                Company shall be entitled to apply to any court of competent jurisdiction
                for an injunction restraining the Consultant from committing or continuing
                any violation of Sections 7 or 8 of this Agreement, and the Consultant
                shall not object to such application except to litigate whether,
                in fact,
                he has violated Sections 7 and/or 8 of this
                Agreement.

            


    

     

    
      
        	(10)	
                Notice.All
                  notices, requests, consents and other communications hereunder
                  shall be
                  deemed given: (i) when delivered if delivered personally (including
                  by
                  courier); (ii) on the third day after mailing, if mailed, postage
                  prepaid,
                  by registered or certified mail (return receipt requested); (iii)
                  on the
                  day after mailing if sent by a nationally recognized overnight
                  delivery
                  service which maintains records of time, place, and receipt of
                  delivery;
                  or (iv) upon receipt of a confirmed transmission, if sent by telex,
                  telecopy or facsimile transmission, in each case to the parties
                  at the
                  following addresses or to other such addresses as may be furnished
                  in
                  writing by one party to the other in accordance herewith, except
                  that
                  notices of change of address shall be effective only upon
                  receipt:

              


      

    

     

    If
      to the
      Consultant:

     

    [__________________]

    [__________________]

    [__________________]

    [__________________]

    


    If
      to the
      Company:

     

    Vice
      President Administration

    Millennium
      Cell Inc.

    One
      Industrial Way West

    Eatontown,
      New Jersey 07724

    Fax:
      (732) 542-4010

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    The
      Consultant shall promptly notify the Company in writing, in accordance herewith,
      of any change of address during the Consulting Period.

     

    
      	(11)	
              Disclosure.
                The Consultant acknowledges that the identity of the Consultant may
                be
                publicly disclose and highlighted in the Company’s press releases, filings
                and submissions to the U.S. Securities and Exchange Commission, and
                by any
                other means selected by the
                Company.

            


    

     

    
      	(12)	
              Invalid
                or Unenforceable Provisions.
                In the event that any part of this Agreement shall be held to be
                unenforceable or invalid, the remaining parts thereof shall nevertheless
                continue to be valid and enforceable as though the invalid portions
                were
                not a part hereof. 

            


    

     

    
      	(13)	
              Benefit
                and Burden.
                This Agreement shall inure to the benefit of, and shall be binding
                upon,
                the parties hereto and their respective legatees, distributees, executors,
                administrators, personal or legal representatives, successors and
                permitted assigns. 

            


    

     

    
      	(14)	
              Indemnification.
                The Consultant agrees to save and hold the Company harmless from
                and
                against any claim, loss or damage whatsoever (including reasonable
                attorneys’ fees and other costs of enforcement of this Agreement) arising
                out of a breach by the Consultant of his obligations under this Agreement.
                The foregoing shall be in addition to, and not in limitation of,
                any
                rights the Company may have against the Consultant arising out of
                or in
                connection with this Agreement.

            


    

     

    
      	(15)	
              Modifications.
                No change or modification of this Agreement shall be valid unless
                the same
                is in writing and signed by all the parties hereto. No waiver of
                any
                provision of this Agreement shall be valid unless in writing and
                signed by
                the party against whom it is sought to be enforced. The failure of
                either
                party at any time to insist upon strict performance of any condition,
                promise, agreement or understanding set forth herein shall not be
                construed as a waiver or relinquishment of the right to insist upon
                strict
                performance of the same or other conditions, promises, agreements
                or
                understandings at a future time.

            


    

     

    
      	(16)	
              Entire
                Agreement.
                This Agreement contains all of the promises, agreements, conditions,
                understandings, warranties and representations between the parties
                hereto
                with respect to the subject matter hereof, and there are no promises,
                agreements, conditions, understandings, warranties or representations,
                oral or written, express or implied, between them with respect to
                such
                matters other than as set forth herein. Any and all prior agreements
                between the parties hereto with respect to such matters are hereby
                revoked
                and are deemed null and void. This Agreement is intended by the parties
                to
                bean integration of any and all prior agreements or understandings,
                oral
                or written, with respect to the subject matter
                hereof.

            


    

     

    
      	(17)	
              Governing
                Law.
                This Agreement, including without limitation, the interpretation,
                construction, validity and enforceability thereof, shall be construed
                and
                enforced in accordance with and governed by the laws of the state
                of New
                York, without regard to such jurisdiction’s conflict of laws
                principles.

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	(18)	
              Forum
                Selection And Consent to Jurisdiction.
                Any legal action or proceeding with respect to this Agreement may
                be
                brought in any state or federal court in the county of New York,
                in the
                state of New York and, by the execution and delivery of this Agreement,
                the Company and the Consultant each hereby irrevocably accepts for
                itself
                or herself and in respect of any of its or her property, generally
                and
                unconditionally, the jurisdiction of the aforesaid courts. The Company
                and
                the Consultant further irrevocably consent to the service of process
                out
                of any of the aforementioned courts in any such action or proceeding
                by
                hand delivery or by registered or certified mail, postage prepaid,
                to the
                Company or the Consultant at the addresses set forth in Section 10,
                such
                service to become effective upon hand delivery (including by courier)
                or
                ten (10) days after such mailing. The Company and the Consultant
                hereby
                irrevocably waive to the fullest extent they may effectively do so,
                any
                objection they may have to venue and the defense of an inconvenient
                forum
                to the maintenance of such actions or
                proceedings.

            


    

     

    
      	(19)	
              Headings.
                The headings and other captions in this Agreement are for convenience
                and
                reference only and shall not be used in interpreting, construing
                or
                enforcing any of the provisions of this
                Agreement.

            


    

     

    
      	(20)	
              Survival.
                Notwithstanding anything contained in this Agreement to the Contrary,
                the
                covenants contained in Sections 7 and 8 shall survive the termination
                of
                this Agreement.

            


    

     

    
      	(21)	
              Counterparts.
                This Agreement may be executed in two counterparts, each of which
                shall be
                deemed an original and both of which, taken together, shall constitute
                one
                and the same instrument. Any such counterpart may be executed by
                facsimile
                signature with only verbal confirmation, and when so executed and
                delivered shall be deemed an original and such counterpart(s) together
                shall constitute only one original.

            


    

    

      [THE
        BALANCE OF THIS PAGE INTENTIONALLY LEFT BLANK]

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first above written.

     

    
      	 	 	 
	 	MILLENNIUM
              CELL
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ George
              C.
              Zalepa
	 	
              
Name:
              George C. Zalepa
	 	Title:
              Vice President Administration


    

    
      
         

        
          	 	 	 
	 	CONSULTANT:
	 
 	 
 	 
 
	 	       
                  	 
	 	
                  
Name:



        

         

        
          
            
            

          

          10