NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE

EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR

THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM

REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES

ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN

EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN

AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE

SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO

SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE

COMPANY. THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE

SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER

LOAN SECURED BY SUCH SECURITIES.



                              MILLENNIUM CELL INC.



                                 CLOSING WARRANT



Warrant No. [ ]                    Date of Original Issuance: October 31, 2002



      Millennium Cell Inc., a Delaware corporation (the "COMPANY"), hereby

certifies that, for value received, [ ] or its registered assigns (the

"HOLDER"), is entitled to purchase from the Company up to a total of [ ] shares

of common stock, $.001 par value per share (the "COMMON STOCK"), of the Company

(each such share, a "WARRANT SHARE" and all such shares, the "WARRANT SHARES")

at an exercise price (as adjusted from time to time as provided in Section 9,

the "EXERCISE PRICE") per Warrant Share equal to $2.32, at any time and from

time to time from and after the date hereof and through and including the fifth

year anniversary of the date hereof (the "EXPIRATION DATE"), and subject to the

following terms and conditions:



      1. Definitions. In addition to the terms defined elsewhere in this

Warrant, capitalized terms that are not otherwise defined herein that are

defined in the Securities Purchase Agreement, dated October 31, 2002, to which

the Company and the original Holder are parties (the "PURCHASE AGREEMENT"),

shall have the meanings given to such terms in the Purchase Agreement.



      2. Registration of Warrant. The Company shall register this Warrant, upon

records to be maintained by the Company for that purpose (the "WARRANT

REGISTER"), in the name of the

<PAGE>

record Holder hereof from time to time. The Company may treat the registered

Holder as the absolute owner hereof for the purpose of any exercise hereof or

any distribution to the Holder, and for all other purposes, absent actual notice

to the contrary.



      3. Registration of Transfers. The Company shall register the transfer of

any portion of this Warrant in the Warrant Register, upon surrender of this

Warrant, with the Form of Assignment attached hereto duly completed and signed,

to the Transfer Agent or to the Company at its address specified herein. Upon

any such registration or transfer, a new warrant to purchase Common Stock, in

substantially the form of this Warrant (any such new warrant, a "NEW WARRANT"),

evidencing the portion of this Warrant so transferred shall be issued to the

transferee and a New Warrant evidencing the remaining portion of this Warrant

not so transferred, if any, shall be issued to the transferring Holder. The

acceptance of the New Warrant by the transferee thereof shall be deemed the

acceptance by such transferee of all of the rights and obligations of a holder

of a Warrant. The Holder shall be entitled to transfer or assign this Warrant to

an affiliate thereof or to a fund under common management and the Company shall

file with the Securities and Exchange Commission either an amendment or a

supplement to any registration statement or prospectus previously filed pursuant

to the Registration Rights Agreement (as defined in the Purchase Agreement)

covering the resale of the Warrant Shares in order to reflect such transfer or

assignment.



      4. Exercise and Duration. Subject to the provisions of Section 5, this

Warrant shall be exercisable by the registered Holder at any time and from time

to time on or after the date hereof to and including the Expiration Date. At

6:30 p.m., New York City time on the Expiration Date, the portion of this

Warrant available for exercise and not exercised prior thereto shall be and

become void and of no value, provided, that if the closing sales price of the

Common Stock on the Expiration Date is greater than 102% of the Exercise Price

on the Expiration Date, then this Warrant shall be deemed to have been exercised

in full (to the extent not previously exercised) on in accordance with Section

10 hereof at 6:30 P.M. New York City time on the Expiration Date.



      5. Delivery of Warrant Shares.



            (a) Upon delivery of the Form of Election to Purchase to the Company

(with the attached Warrant Shares Exercise Log) at its address for notice set

forth in Section 13 and upon payment of the Exercise Price multiplied by the

number of Warrant Shares that the Holder intends to purchase hereunder, the

Company shall promptly (but in no event later than three Trading Days after the

Date of Exercise (as defined herein)) issue and deliver to the Holder, a

certificate for the Warrant Shares issuable upon such exercise free of

restrictive legends unless otherwise required by the Purchase Agreement. The

Company shall, upon request of the Holder and subsequent to the date on which a

registration statement covering the resale of the Warrant Shares has been

declared effective by the Securities and Exchange Commission, use its reasonable

commercial efforts to deliver Warrant Shares hereunder electronically through

the Depository Trust Corporation or another established clearing corporation

performing similar functions, if available, provided, that, the Company may, but

will not be required to change its transfer agent if its current transfer agent

cannot deliver Warrant Shares electronically through the Depository Trust

Corporation.





                                      -2-

<PAGE>

      A "DATE OF EXERCISE" means the date on which the Holder shall have

delivered to the Company (i) the Form of Election to Purchase attached hereto

(with the Warrant Exercise Log attached to it), appropriately completed and duly

signed and (ii) payment of the Exercise Price for the number of Warrant Shares

so indicated by the Holder to be purchased.



            (b) If by the fifth Trading Day after a Date of Exercise the Company

fails to deliver the required number of Warrant Shares in the manner required

pursuant to Section 5(a), then the Holder will have the right to rescind such

exercise.



            (c) If by the fifth Trading Day after a Date of Exercise the Company

fails to deliver the required number of Warrant Shares in the manner required

pursuant to Section 5(a), and if after such fifth Trading Day the Holder

purchases (in an open market transaction or otherwise) shares of Common Stock to

deliver in satisfaction of a sale by the Holder of the Warrant Shares which the

Holder anticipated receiving upon such exercise (a "BUY-IN"), then the Company

shall (1) pay in cash to the Holder the amount by which (x) the Holder's total

purchase price (including brokerage commissions, if any) for the shares of

Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the

number of Warrant Shares that the Company was required to deliver to the Holder

in connection with the exercise at issue by (B) the closing bid price of the

Common Stock at the time of the obligation giving rise to such purchase

obligation and (2) at the option of the Holder, either reinstate the portion of

the Warrant and equivalent number of Warrant Shares for which such exercise was

not honored or deliver to the Holder the number of shares of Common Stock that

would have been issued had the Company timely complied with its exercise and

delivery obligations hereunder. For example, if the Holder purchases Common

Stock having a total purchase price of $11,000 to cover a Buy-In with respect to

an attempted exercise of shares of Common Stock with a market price on the date

of exercise totaled $10,000, under clause (1) of the immediately preceding

sentence the Company shall be required to pay the Holder $1,000. The Holder

shall provide the Company written notice indicating the amounts payable to the

Holder in respect of the Buy-In.



            (d) The Company's obligations to issue and deliver Warrant Shares in

accordance with the terms hereof are absolute and unconditional, irrespective of

any action or inaction by the Holder to enforce the same, any waiver or consent

with respect to any provision hereof, the recovery of any judgment against any

Person or any action to enforce the same, or any setoff, counterclaim,

recoupment, limitation or termination, or any breach or alleged breach by the

Holder or any other Person of any obligation to the Company or any violation or

alleged violation of law by the Holder or any other Person, and irrespective of

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