VOTING AGREEMENT

VOTING AGREEMENT, dated as of April 25, 2005 (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 " Stockholder ").

WHEREAS, 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) shares of the Company's Series C Convertible Preferred Stock, par value $.001 per share (the " Preferred Shares "), 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 ") 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) the Stockholder owns the number of shares of Common Stock set forth below such Stockholder’s name on the signature page hereto and (ii) the 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 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 the Stockholder agree, and in order to induce the Buyers to enter into the Securities Purchase Agreement, the Stockholder has agreed, 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 . The 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 considering and approving the Company's issuance of all of the shares of Common Stock issued and issuable upon conversion of the Preferred Shares and exercise of the Warrants and as otherwise described in the Transaction Documents in accordance with applicable law and the rules and regulations of the Principal Market (the " Stockholder Approval "), the Stockholder shall vote the Common Stock owned by the Stockholder, any Option Shares (to the extent any Options have been exercised) and any Other Securities in favor of the Stockholder Approval. The obligations of the Stockholder under this Section 1.01 shall terminate immediately following the occurrence of the Stockholder Approval.

The Stockholder hereby represents and warrants to the Company and each of the Buyers as follows:

SECTION 2.01. Authority Relative to this Agreement . The Stockholder has the capacity to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid and binding obligation of the Stockholder, enforceable against the 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 the Stockholder does not, and the performance of this Agreement by the Stockholder shall not, (i) conflict with or violate any federal, state or local law, statute, ordinance, rule, regulation, order, judgment or decree applicable to the Stockholder or by which the Common Stock, Options, or any Other Securities currently owned by the Stockholder are bound or affected or (ii) result in any breach of or constitute a default (or an event that with