EMPLOYMENT AGREEMENT

1.    Term . The Company agrees to employ Executive, and Executive accepts such employment, under and subject to all of the terms, conditions and provisions hereof, for the period commencing on the date hereof and ending on December 31, 2008, unless sooner terminated in accordance with the terms hereof (the “ Employment Term ”). At the end of the Employment Term, this Agreement shall renew automatically for additional one-month periods unless either party delivers to the other party thirty (30) days’ prior written notice of such party’s election that the Employment Term not be so renewed. If this Agreement is extended in accordance with the preceding sentence, the “Employment Term” shall be extended until the end of the applicable extension period.

2.    Position and Duties . (a) During the Employment Term, Executive shall serve as the President of the Company and shall have the normal duties, responsibilities, functions and authorities customarily exercised by an executive with such title in a company of similar size and nature as the Company. In addition, during the Employment Term, Executive shall render such administrative, financial and other executive and managerial services to the Company which are consistent with Executive’s position as determined from time to time by the president (“ President ”) of Millennium Cell Inc., the sole member of the Company (“ Parent ”).

3.    Compensation; Fringe Benefits .

4.    Termination . Unless earlier terminated in accordance with this Section 4, the Company shall continue to employ Executive and Executive shall remain employed by the Company during the entire Employment Term as set forth in Section 1.

(a)    Accrued Obligations Upon Any Termination . In the case of any termination of Executive’s employment with the Company (including without limitation, Executive’s resignation and any election not to renew this Agreement in accordance with Section 1), Executive or his estate or legal representative, as applicable, shall be entitled to receive from the Company, to the extent not theretofore paid, (i) Executive’s Base Salary through the effective date of termination, (ii) the amount of any bonus, incentive compensation, deferred compensation and other compensation earned or accrued by Executive as of the effective date of termination under any compensation and benefit plans, programs or arrangements maintained in force by the Company, and (iii) any vacation pay, expense reimbursements and other cash entitlements accrued by Executive, in accordance with Company policy, as of the effective date of termination (collectively, the “ Accrued Obligations ”).

(b)    Termination by the Company other than for Cause . In the event that the Company terminates Executive’s employment with the Company for any reason other than for “Cause” (as defined in Section 4(g)) or due to Executive’s Disability (as defined in Section 4(g)), Executive shall be entitled to a lump-sum cash payment, within thirty (30) days following the effective date of such termination (subject to receipt of the Release as provided below), equal to the sum of (i) the Accrued Obligations, and (ii) an amount equal to two (2) times Executive’s annual Base Salary (as in effect on the effective date of Executive’s termination). As a condition to the payment of any severance to Executive hereunder, Executive shall execute and deliver to the Company the “Release” in the form attached hereto as Exhibit A .

(c)    Termination for Cause, Voluntary Resignation, Death or Disability, Election Not to Renew . In the event that (i) Executive’s employment with the Company is terminated (A) by the Company for Cause, (B) by Executive’s resignation from the Company for any reason or (C) as a result of Executive’s death or Disability, or (ii) either the Company or Executive elects not to renew this Agreement in accordance with Section 1, then Executive, or his estate or legal representatives, as applicable, shall be entitled only to the Accrued Obligations, payable in a lump-sum cash payment within thirty (30) days following the effective date of such termination.

(d)    No Other Payments . Except as provided in (a), (b) or (c) above, all of Executive’s rights to salary, bonuses, employee benefits and other compensation hereunder which would have accrued or become payable after the termination or expiration of the Employment Term shall cease upon such termination or expiration, other than those expressly required under applicable law (such as COBRA).

(e)    No Mitigation, No Offset . In the event of Executive’s termination of employment hereunder for whatever reason, Executive shall be under no obligation to seek other employment, and there shall be no offset against amounts due him under this Agreement or otherwise on account of any remuneration attributable to any subsequent employment or claims asserted by the Company or any Person which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the Company (each, an “ Affiliate ”); provided that this provision shall not apply with respect to any amounts that Executive owes the Company or any Affiliate on account of any loan, advance or other payment, in respect of any of which Executive is obligated to make repayment to the Company or any Affiliate.

(f)    Definitions . For purposes of this Agreement, the following terms have the following meanings:

(i)    “ Cause ” means one or more of the following: (A) the conviction of Executive for, or an agreement by Executive to a plea of nolo contendere to , any felony or other crime involving moral turpitude; (B) Executive’s willful and continuing refusal to substantially perform duties as reasonably directed by the President under this or any other agreement (after receipt of written notice from the Parent setting forth such duties and responsibilities to be performed); (C) in carrying out his duties, Executive engages in conduct that constitutes gross neglect or gross misconduct which, in either case, results or could reasonably be expected to result in demonstrable harm to the business, operations, prospects or reputation of the Company; or (D) any other material breach of Section 5 of this Agreement.

(ii)    “ Disability ” shall be deemed the reason for the termination of Executive’s employment, if, as a result of Executive’s incapacity due to physical or mental disability or incapacity, Executive shall have been unable to substantially perform the essential duties, responsibilities and functions of his position with the Company for a period of six (6) consecutive months. At any time and from time to time, upon the reasonable request of the Company, Executive shall submit to reasonable medical examination for the purpose of determining the existence, nature and extent of any such Disability.

5.    Non-Competition; Non-Solicitation; Non-Disparagement; Corporate Opportunity . (a) In further consideration of the compensation to be paid to Executive hereunder, Executive acknowledges that during the course of his employment with the Company, he shall become familiar with the Company’s trade secrets and with other Confidential Information (as defined in this Agreement) concerning the Company and its Affiliates and that his services shall be of special, unique and extraordinary value to the Company and, therefore, Executive agrees that, during the Employment Term and for a period of one (1) year thereafter (the “ Restricted Period ”), he shall not directly or indirectly own any interest in, manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in any company engaged in a business which competes with the businesses of the Company or its Affiliates, as such businesses exist or are in process during the Employment Term or on the date of the termination or expiration of the Employment Term, within any geographical area in which the Company or its Affiliates engage or have definitive plans to engage in such businesses. Nothing in this Section 5(a) shall prohibit Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as Executive has no active participation in the business of such corporation.

6.    Confidential Information . (a) Executive recognizes and acknowledges that the products, services and technology, both current and under development, promotion and marketing programs, lists, trade secrets and other confidential and Proprietary Information (as defined below) of the Company or any of its Affiliates (all the foregoing is referred to herein as the “ Confidential Information ”), are valuable, special and unique assets of the Company’s and its Affiliates’ businesses, the access to and knowledge of which are essential to the performance of the duties of Executive hereunder. Executive agrees that during the Employment Term and at all times thereafter, he will not, in whole or in part, without the prior written consent of the Company, (x) use any Confidential Information for his own benefit and purposes or for the benefit of any Person except the Company, under any circumstances, or (y) disclose, publish or make available any Confidential Information to any Person for any reason or purpose whatsoever, except as required in connection with Executive’s duties to the Company and except to the Company’s Personnel and similar representatives who are aware of the confidential nature thereof and are bound by a duty of confidentiality with respect thereto. Notwithstanding the foregoing, Executive may disclose (i) information in the public domain not as a result of a breach of this Agreement, (ii) information lawfully received from a third party who had the right to disclose such information and was not violating an obligation to the Company in connection therewith and (iii) information, other than Proprietary Information, learned through Executive’s own independent skill, knowledge, know-how and experience to whatever extent and in whatever way Executive wishes, in each case consistent with Executive’s obligations under this Agreement.