VOTING AGREEMENT

                                                                                                                             Exhibit 10.3

VOTING AGREEMENT, dated as of February 15, 2007 (this " Agreement "), by and among Millennium Cell Inc., a Delaware corporation, with headquarters located at One Industrial Way West, Eatontown, New Jersey 07724 (the " Company "), and the stockholders listed on the signature pages hereto under the heading " Stockholders " (each a " Stockholder " and collectively, the " Stockholders ").

WHERE AS, the Company and certain investors (each, a " Buyer ", and collectively, the " Buyers ") have entered into a Securities Purchase Agreement, dated as of the date hereof (the " Securities Purchase Agreement "), pursuant to which, among other things, the Company has agreed to issue and sell to the Buyers and the Buyers have, severally but not jointly, agreed to purchase (i) convertible debentures of the Company (the " Debentures "), which will, among other things, be convertible into the Company's common stock, $.001 par value per share (the " Common Stock ") and (ii) warrants (" Warrants "), which will be exercisable to purchase shares of Common Stock. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement.

WHEREAS, as of the date hereof, (i) each Stockholder owns the number of shares of Common Stock set forth below such Stockholder’s name on the signature page hereto and (ii) each Stockholder owns options (the " Options ") to purchase the number of shares of Common Stock set forth below such Stockholder’s name on the signature page hereto (the " Option Shares ").

WHEREAS, as of the date hereof, the Stockholders own collectively __________ shares of Common Stock, which represent in the aggregate approximately ___% of the total issued and outstanding capital stock of the Company; and

WHEREAS, as a condition to the obligation of the Buyers to enter into the Securities Purchase Agreement and to consummate the transactions contemplated thereby (collectively, the " Transaction "), the Buyers have required that each Stockholder agree, and in order to induce the Buyers to enter into the Securities Purchase Agreement, the Company has agreed to use its reasonable best efforts to cause the Stockholders to enter into this Agreement and each Stockholder, by executing this Agreement, is agreeing to enter into this Agreement with respect to all the Common Stock now owned and which may hereafter be acquired by the Stockholder (including, without limitation, the Option Shares acquired upon exercise of the Options, and any other securities, if any, which Stockholder is currently entitled to vote, or after the date hereof becomes entitled to vote, at any meeting of the stockholders of the Company (the " Other Securities ")).

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

SECTION 1.01. Voting Agreement . Each Stockholder hereby agrees that at any special or annual meeting of the stockholders of the Company, however called, and in any action by written consent of the Company’s stockholders, in each case for the purpose of obtaining the Stockholder Approval (as defined in the Securities Purchase Agreement) as described in Section 4(p) of the Securities Purchase Agreement, each of the Stockholders shall vote the Common Stock owned by the Stockholder, any Option Shares (to the extent any Options have been exercised) and any Other Securities (a) in favor of the Stockholder Approval and (b) against any proposal or any other corporate action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Securities Purchase Agreement or which could result in any of the conditions to the Company's obligations under the Securities Purchase Agreement not being fulfilled. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.

Each Stockholder hereby represents and warrants, severally but not jointly, to the Company and each of the Buyers as follows:

SECTION 2.01. Authority Relative to this Agreement . Each Stockholder has all necessary power and authority to execute and deliver this Agreement, to perform his or its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes a legal, valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except (a) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws now or hereafter in effect relating to, or affecting generally, the enforcement of creditors’ and other obligees’ rights and (b) where the remedy of specific performance or other forms of equitable relief may be subject to certain equitable defenses and principles and to the discretion of the court before which the proceeding may be brought.

SECTION 2.02. No Conflict . (a) The execution and delivery of this Agreement by such Stockholder does not, and the performance of this Agreement by such Stockholder shall not, (i)