AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER dated as of December 29, 2006 (this " Agreement "), by and among Millennium Cell Inc., a Delaware corporation (" Parent "), M.C.E. Venture L.L.C., a Delaware limited liability company and wholly-owned subsidiary of the Parent (" Merger Sub "), and Gecko Energy Technologies, Inc., a Delaware corporation (" Target "), Ronald J. Kelley and Steven D. Pratt (each, a " Selling Stockholder " and together, the " Selling Stockholders ").

RECITALS

WHEREAS, Target is engaged in the business of designing, manufacturing and developing planar fuel cells and has a non-exclusive license to various patents and know-how in the field of fuel cells;

WHEREAS, on February 15, 2006, Parent and Target entered into a Joint Development Agreement (the " JDA ") whereby Parent and Target agreed to, among other things, jointly develop planar fuel cell products and systems;

WHEREAS, in connection with the JDA, on February 15, 2006, Parent and Target entered into a Stock Purchase Agreement (the " SPA ") pursuant to which Parent agreed to purchase from Target, and Target agreed to sell to Parent, shares of Target’s common stock, no par value per share (" Target Common Stock ");

WHEREAS, as of the date hereof, Parent beneficially owns 10,675 shares of Target Common Stock, representing approximately 34.8% of the outstanding shares of Target Common Stock, all of which Parent acquired pursuant to the SPA;

WHEREAS, as of the date hereof, the Selling Stockholders collectively own an aggregate of 20,000 shares of Target Common Stock, representing approximately 65.2% of the outstanding shares of Target Common Stock;

WHEREAS, the respective Boards of Directors of Parent and Target deem it advisable and in the best interests of their respective stockholders for Parent to acquire Target by means of a merger of Target with and into Merger Sub (the " Merger ");

WHEREAS, the parties intend that the Merger will qualify, for federal income tax purposes, as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended (the " Code "); and

WHEREAS, Parent, Target and each Selling Stockholder desire to make certain representations, warranties and agreements in connection with the Merger.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, conditions and agreements hereinafter set forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I

THE MERGER

Section 1.1   The Merger . In accordance with the provisions of this Agreement, the Delaware General Corporation Law (the " DGCL ") and the Delaware Limited Liability Act (" DLLCA "), at the Effective Time (as defined below), Target shall be merged with and into Merger Sub, the separate existence of Target shall thereupon cease, and the name of Merger Sub, as the surviving entity in the Merger (" Surviving Entity "), shall be "Gecko Energy Technologies, LLC."

Section 1.2   Effective Time . Subject to the delivery at the Closing (as defined in Section 6.1) of the documents referenced in Section 6.2 hereof, Merger Sub shall execute and file a Certificate of Merger, substantially in the form attached hereto as Exhibit 1.2 (the " Certificate of Merger "), with the Secretary of State of the State of Delaware. The effective time of the Merger (the " Effective Time ") shall be the time at which the Certificate of Merger is filed with the Secretary of State of the State of Delaware or such later time as is specified in the Certificate of Merger, which shall not be later than 11:59 p.m., Eastern Standard Time, on the date hereof.

Section 1.3   Effect of the Merger . As of the Effective Time, the Merger shall have the effects specified in the DGCL and the DLLCA.

Section 1.4   Certificate of Formation . The Certificate of Formation of Merger Sub in effect at the time of the Merger shall be the Certificate of Formation of the Surviving Entity; provided , however , that effective as of the Effective Time and by virtue of the filing of the Certificate of Merger, the Certificate of Formation of Merger Sub shall be amended to provide that the name of Surviving Entity shall be "Gecko Energy Technologies, LLC."

Section 1.5   Limited Liability Company Agreement . The limited liability company agreement of Merger Sub in effect at the time of the Merger shall be the limited liability company agreement of the Surviving Entity until altered, amended or repealed, provided , however , that as of the Effective Time, such limited liability company agreement shall be amended to provide that the name of the Surviving Entity is "Gecko Energy Technologies, LLC."

Section 1.6   Officers . The officers of the Surviving Entity at the Effective Time shall be the following individuals:

Ronald J. Kelley   President and Chief Executive Officer

Steven D. Pratt   Secretary, Treasurer and Chief Operating Officer

who shall serve, in each case, until their successors shall have been appointed. If at the Effective Time a vacancy shall exist in any of the above listed offices of the Surviving Entity, such vacancy may thereafter be filled in the manner provided by the limited liability company agreement of the Surviving Entity.

Section 1.7   Conversion of Shares of Target Common Stock . The manner and basis of converting and exchanging the shares of Target Common Stock in the Merger shall be as follows:

(a)   Shares of Target Common Stock Owned by Parent . Each share of Target Common Stock issued and outstanding immediately prior to the Effective Time and beneficially owned by Parent shall, by virtue of the Merger and without any action on the part of Parent or Target, at and after the Effective Time, be cancelled, retired and no longer issued and outstanding and no cash, securities or other property shall be issued to Parent in exchange therefor.

(b)   Shares of Target Common Stock Owned by Selling Stockholders . Each share of Target Common Stock that is issued and outstanding immediately prior to the Effective Time and beneficially owned by a Selling Stockholder shall, by virtue of the Merger and without any action on the part of Parent, Target or such Selling Stockholder, at and after the Effective Time, be converted into the right to receive 100 shares of common stock of Parent, par value $0.001 per share (" Parent Common Stock "). The shares of Parent Common Stock issuable to the Selling Stockholders pursuant to this Section 1.7(b) are referred to herein as the " Merger Consideration ."

(c)   Membership Interests of Merger Sub . All membership interests of Merger Sub issued and outstanding at the Effective Time shall continue to be membership interests of the Surviving Entity so that at and after the Effective Time the Surviving Entity shall continue to be a wholly-owned subsidiary of Parent.

Section 1.8   Merger Consideration . At the Closing, each Selling Stockholder shall surrender to Parent all certificates representing shares of Target Common Stock beneficially owned by such Selling Stockholder (together with the documents referenced in Section 6.2(c) hereof) and, upon such surrender Parent shall execute and deliver to its transfer agent written irrevocable instructions, substantially in the form attached as Exhibit 1.8 hereto (the " Transfer Agent Instructions "), to issue to such Selling Stockholder a certificate representing the number of shares of Parent Common Stock which such Selling Stockholder is entitled to receive pursuant to Section 1.7(b) hereof, which certificates shall be endorsed with the restrictive legends described in Section 2.8 hereof.

Section 1.9   Stock Transfers; Lost, Stolen or Destroyed Certificates . At or after the Effective Time, there shall be no transfers on the stock transfer books of Target of the shares of Target Common Stock that were outstanding immediately prior to the Effective Time. In the event that any certificate representing shares of Target Common Stock beneficially owned by a Selling Stockholder prior to the Effective Time shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Selling Stockholder claiming such stock certificate to be lost, stolen or destroyed and the posting by such Selling Stockholder of a bond in an amount and upon terms as may be required by Parent as indemnity against any claim that may be made against it with respect to such stock certificate, Parent will issue to such Selling Stockholder a certificate representing the number of shares of Parent Common Stock which such Selling Stockholder is entitled to receive pursuant to Section 1.7(b) hereof.

Section 1.10   Tax Characterization . The parties agree to treat the Merger for all federal, state and local income tax purposes as a tax-free reorganization within the meaning of Section 368(a)(1)(A) of the Code. No party shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such characterization unless required to do so by any applicable tax authority.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLING STOCKHOLDERS

AS TO THEIR SHARES OF TARGET COMMON STOCK

AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT

To induce Parent and Merger Sub to enter into this Agreement, each of the Selling Stockholders severally represents and warrants (a Selling Stockholder not having any liability for a breach of any representation or warranty under this Article II by the other Selling Stockholder) that:

Section 2.1   Ownership of Shares of Target Common Stock; Power and Authority . Each respective Selling Stockholder is the legal and beneficial owner of the number of shares of Target Common Stock as follows: Ronald J. Kelley - 10,000; Steven D. Pratt - 10,000. Such shares of Target Common Stock are held by such Selling Stockholder free and clear of all liens, encumbrances and adverse claims (other than restrictions imposed by the Stockholders Agreement dated as of February 15, 2006 by and among Target, Parent and each Selling Stockholder (the " Stockholders Agreement ") and by applicable securities laws) and have been duly and validly issued and are fully paid, nonassessable and not subject to call. Each Selling Stockholder has full power and authority to enter into this Agreement and perform his obligations pursuant hereto.

Section 2.2   No Conflicts . The execution, delivery and performance of this Agreement by such Selling Stockholder do not and will not (a) conflict with, violate or constitute a material breach of any agreement, instrument or other contract by which such Selling Stockholder is bound or any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which such Selling Stockholder is subject or by which the shares of Target Common Stock owned by such Selling Stockholder are subject; (b) require the consent of, or any filing with or notice to, any governmental authority or other third party; or (c) cause the creation or imposition of any lien, encumbrance or other adverse claim on the shares of Target Common Stock owned by such Selling Stockholder or on any material assets of the Target. This Agreement has been duly and validly executed and delivered by each Selling Stockholder and constitutes the legal, valid and binding obligation of such Selling Stockholder, enforceable against such Selling Stockholder in accordance with its terms.

Section 2.3   No Litigation . There is not pending or threatened against such Selling Stockholder any action, suit or proceeding before any court, arbitrator or governmental or regulatory authority which challenges or calls into question the authority of such Selling Stockholder to enter into this Agreement or perform his obligations hereunder or in which an adverse decision could materially and adversely affect the transaction contemplated hereby.

Section 2.4   Access to Information . Each Selling Stockholder acknowledges that on December 19, 2006, such Selling Stockholder was provided with the following written information relating to the Parent: (a) Parent’s Annual Report to Stockholders for the fiscal year ended December 31, 2005, (b) Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, as amended (the " Form 10-K "), (c) Parent’s Definitive Proxy Statement for Parent’s 2006 Annual Meeting of Stockholders, (d) Parent’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006, (e) each of Parent’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the " SEC ") since December 31, 2005 and (f) a description of the Parent Common Stock to be issued to such Selling Stockholder as Merger Consideration hereunder (the written information referenced in (a) through (f), the " Rule 502 Information "). Each Selling Stockholder acknowledges that either he or, if applicable, his Purchaser Representative (as defined in Section 8.6 hereof) has carefully reviewed and understands the Rule 502 Information (including, without limitation, the information disclosed in the section of the Form 10-K entitled "Risk Factors") and that either he or, if applicable, his Purchaser Representative has had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of Parent concerning the business, financial condition, results of operations and prospects of Parent and that all such questions have been answered to the full satisfaction of such Selling Stockholder.

Section 2.5   Knowledge and Experience . Each Selling Stockholder or, if applicable, his Purchaser Representative, has such knowledge and experience in financial and business matters so as to enable such Selling Stockholder or, if applicable, his Purchaser Representative, to utilize the Rule 502 Information to evaluate the merits and risks of an investment in the Parent Common Stock and to make an informed investment decision with respect thereto. Each Selling Stockholder acknowledges that he is not relying on Parent or any of Parent’s employees or agents with respect to the legal, tax, economic and related considerations as to an investment in the Parent Common Stock, and that such Selling Stockholder has relied on the advice of, or has consulted with, only his own advisors.

Section 2.6   Investment Purpose . Each Selling Stockholder hereby confirms that the shares of Parent Common Stock that will be acquired by such Selling Stockholder as Merger Consideration hereunder will be acquired for investment for such Selling Stockholder’s own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof, and that such Selling Stockholder has no present intention of selling, granting any participation in, or otherwise distributing the same.

Section 2.7   Restricted Securities . Each Selling Stockholder understands that the shares of Parent Common Stock that such Selling Stockholder will acquire as Merger Consideration hereunder have not been, and will not be, registered under the Securities Act of 1933, as amended (the " Securities Act ") by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Selling Stockholder’s representations as expressed herein. Each Selling Stockholder understands that the shares of Parent Common Stock that such Selling Stockholder will acquire as Merger Consideration hereunder will be "restricted securities" under applicable United States federal and state securities laws and that, pursuant to these laws, such Selling Stockholder must hold such shares of Parent Common Stock indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Each Selling Stockholder acknowledges that the Parent has no obligation to register or qualify for resale the shares of Parent Common Stock to be issued to such Selling Stockholder as Merger Consideration hereunder and that if an exemption from such registration is available, it will be subject to various requirements and limitations including, but not limited to, the time and manner of sale, the holding period, and on requirements relating to the Parent which are outside of the control of such Selling Stockholder, and which the Parent is under no obligation and may not be able to satisfy. For the avoidance of doubt, each Selling Stockholder acknowledges that the foregoing restrictions and limitations relating to resale exemptions from registration under the Securities Act are in addition to and not in limitation of the covenant contained in Section 5.2 of this Agreement.

2.8   Legends . Each Selling Stockholder understands that the certificates representing the shares of Parent Common Stock to be issued to such Selling Stockholder as Merger Consideration will be endorsed with the following restrictive legends:

(a)   "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND, TO THE EXTENT REQUIRED, ANY APPLICABLE STATE SECURITIES LAWS OR (B) UPON DELIVERY OF AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS IS AVAILABLE."

(b)   "THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN ANY MANNER, DIRECTLY OR INDIRECTLY, AT ANY TIME PRIOR TO DECEMBER 29, 2007 WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER."

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE TARGET

AND THE SELLING STOCKHOLDERS AS TO THE TARGET

To induce Parent and Merger Sub to enter into this Agreement, the Target and the Selling Stockholders, jointly and severally, hereby represent and warrant that:

Section 3.1   Corporate Organization; Authorization and Capitalization .

(a)   Organization, Good Standing, Corporate Power and Qualification . The Target is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Target has the requisite corporate power and authority to own and operate its properties and assets. The Target is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect (as defined in Section 8.6 hereof).

(b)   Corporate Power and Authorization . The Target has all requisite legal and corporate power and authority to enter into this Agreement and each other Transaction Agreement to which it is a party and to carry out and perform its obligations in accordance with the terms hereof and thereof. The execution and delivery by Target of this Agreement and each other Transaction Agreement to which Target is a party and the consummation by the Target of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Target (including all stockholder approvals) and no further action is required by the Target. This Agreement and each other Transaction Agreement to which Target is a party have been duly executed and delivered by the Target and constitute valid and binding obligations of the Target in accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(c)   Capitalization . The number of shares and type of all authorized, issued and outstanding capital stock of the Target (including any treasury shares) is set forth in Schedule 3.1(c) . Except as disclosed in Schedule 3.1(c) , no securities of the Target are entitled to any preemptive right, right of participation, right of first refusal, or similar right. Except as disclosed in Schedule 3.1(c) , there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exchangeable for, or giving any person or entity (other than Parent) any right to subscribe for or acquire, any shares of Target Common Stock, or agreements, commitments, understandings or arrangements by which the Target is or may become bound to issue additional shares of Target Common Stock, or securities or rights convertible or exchangeable into shares of Target Common Stock.

(d)   No Agreements . There are no contracts or agreements to which the Target or any Selling Stockholder is a party or otherwise bound that govern or restrict the voting of the shares of Target Common Stock owned by any Selling Stockholder, that grant to any person or entity other than a Selling Stockholder, in his capacity as a selling stockholder, any voting rights with respect to the Target, or that govern or restrict the transfer of the shares of Target Common Stock owned by any Selling Stockholder (other than the Stockholders Agreement).

(e)   No Corporate Proceedings . There are no pending corporate proceedings of the Target for any dissolution or liquidation of the Target, or for any merger or consolidation to which the Target would be party other than as provided by this Agreement.

Section 3.2   Subsidiaries . The Target does not currently own or control, and has never owned or controlled, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Except as contemplated by the JDA, the Target is not a participant in any joint venture, teaming, partnership or similar arrangement.

Section 3.3   No Conflicts . The execution and delivery of this Agreement and the other Transaction Agreements to which the Target is a party and the performance by the Target of its obligations hereunder and thereunder do not and will not (a) conflict with or violate the Target’s Certificate of Incorporation or Bylaws, in each case as amended to date, (b) conflict with, violate or result in any default under, or give rise to any right of termination, cancellation, suspension, revocation, amendment or acceleration of, any permit, license, mortgage, indenture, agreement, instrument or other contract to which the Target is a party or by which the Target or its property is bound, (c) violate any judgment, order, decree, law, statute, regulation or other judicial or governmental restriction to which the Target is subject or by which any of the Target’s assets are bound, or (d) require the consent of, permit or license from, or any filing with or notice to, any governmental authority or other third party.

Section 3.4   Financial Statements . Except as set forth in Schedule 3.4 , the financial statements of the Target provided to Parent have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (" GAAP ") during the periods involved, except as may be otherwise specified in such financial statements or in the notes thereto, and such financial statements, and the information contained therein fairly present the financial position of the Target and its consolidated subsidiaries, if any, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited financial statements of the Target, to normal, immaterial, year-end audit adjustments and the absence of footnotes.

Section 3.5   Material Changes . Since the date of the last financial statements of Target provided to Parent, except as specifically disclosed in Schedule 3.5 : (i) there has been no event, occurrence or development that has had or could reasonably be expected to result in a Material Adverse Effect, (ii) the Target has not incurred any liabilities (contingent or otherwise) other than: (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice, (B) liabilities not required to be reflected in the Target’s financial statements pursuant to GAAP and (C) expenses in connection with the negotiation and consummation of the transactions contemplated by this Agreement, (iii) the Target has not altered its method of accounting or the identity of its auditors, if any, (iv) the Target has not declared, paid or issued any dividend or distributed any cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Target has not issued any equity securities to any officers, directors or any Affiliate (as defined in Section 8.6 hereof) of Target.

Section 3.6   Intellectual Property . To the Target’s knowledge, the Target has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, licenses and other similar rights (collectively, the " Intellectual Property ") that are necessary or material for use in connection with the Target’s business and which the failure to so have could have, or could reasonably be expected to result in, a Material Adverse Effect. The Target has not received a written notice that the Intellectual Property used by the Target violates or infringes upon the rights of any person or entity which if determined adversely to the Target would, individually or in the aggregate, have a Material Adverse Effect. All such Intellectual Property is enforceable and, to the Target’s knowledge, there is no existing infringement by another person or entity of any of the Intellectual Property. Target hereby agrees to execute and deliver the IP Assignment Agreement (as defined in Section 6.2(j)) no later than the Effective Time to assign Target’s entire right, title, and interest in the Intellectual Property to Merger Sub.

Section 3.7   Taxes . There are no federal, state, county, local or foreign taxes due and payable by the Target which have not been timely paid, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports of Target by any applicable governmental authority. The Target has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it, all such tax returns or reports are true, correct and complete in all material respects and there are in effect no waivers of applicable statutes of limitations with respect to taxes of Target for any year. The provisions for taxes in the most recent balance sheet contained in the financial statements of Target are sufficient as of such date for the payment of any accrued and unpaid taxes of Target of any nature and, since such date Target has not incurred any taxes other than in the ordinary course of business. The Target has not been a United States real property holding corporation as defined in Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. There are no liens for taxes (other than taxes not yet due) upon any of the assets of Target and Target is not responsible for the taxes of any other person or entity under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), as transferee, by contract, or otherwise. Target has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

Section 3.8   Litigation . There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the Target’s knowledge, any threat thereof (a) against the Target or any officer or director of the Target or (b) that questions the validity of the transactions contemplated by this Agreement. There is no action, suit, proceeding or investigation by the Target pending or which the Target intends to initiate.

Section 3.9   Compliance . The Target (i) is not in default under or in violation of (and no event has occurred that, with notice or lapse of time or both, would result in a default by the Target under), nor has the Target received written notice of a claim that it is in default under or that it is in violation of, in any material respect, any indenture, instrument, loan or credit agreement or any other agreement to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is not in violation