CONTINUING LETTER OF CREDIT AGREEMENT
(Ballard)

In consideration of the Bank (as defined below) in its discretion issuing from time to time letters of credit whether documentary or standby and all amendments thereto (hereinafter each individually, and all collectively called the Credit) substantially in accordance with an Application (as defined below) for a Credit tendered to the Bank, Millennium Cell Inc. (hereinafter, individually and collectively, the Applicant) agrees:

1.   Definitions.  As used herein: (A) "Agreement" means each Application by the Applicant for a Credit and this Continuing Letter of Credit Agreement, as each may be modified; (B) "Application" means, if Applicant uses electronic communication facilities to apply for or instruct the Bank as to the contents of a Credit, information sufficient to enable the Bank to prepare and issue or amend a Credit for Applicants account transmitted by electronic message (which may, but need not, be computer generated), including facsimile, directed to the Bank by Applicant using such identification codes, passwords, and other security procedures as the Bank and Applicant may agree are commercially reasonable from time to time; or a written and signed application with sufficient information delivered to the Bank to enable it to prepare and issue or amend a Credit for Applicants account; (C) "Bank" means Wachovia Bank, National Association and all of its branches, whether in the United States or foreign and any of Banks affiliates that issue letters of credit; Applicant authorizes and directs the Bank to select the branch or affiliate which will issue or process any Credit; and for the purposes of Sections 4, 7 and 9, "Bank" includes correspondents of Bank; (D) Business Day means any day that is not a Saturday, Sunday or other day on which commercial banks are authorized or required to close at the place where Bank is obligated to honor a presentation or otherwise act under the Credit or this Agreement; (E) Collateral means (i) all Applicants Property (as hereinafter defined) now or hereafter in possession or control of Bank or its agents, affiliates or representatives (for any purpose); and (ii) all proceeds and products of the foregoing, now or later existing; (F) Debentures means the $2,400,000 Secured Convertible Debentures of Applicant issued on or about the date hereof and purchased by Ballard Power Systems, Inc.; (G) "Draft" means any draft (sight or time), receipt, acceptance, cable, SWIFT or other written demand for payment; (H) "Event of Default" means (i) failure to pay or perform any of the Obligations when due or Applicant shall fail to abide by any of the terms and provisions of this Agreement or any agreement executed by Applicant in favor of Bank in connection herewith; (ii) termination of Applicants existence; (iii) institution of any proceeding under any law relating to bankruptcy, insolvency or reorganization by or against Applicant, or the appointment of a receiver or similar official for Applicant or any of Applicants property on the occurrence of any other Bankruptcy Event (as that term is defined in the Debentures); (iv) seizure or forfeiture of Applicant or any of its property; (v) attachment or restraint of or other legal process against property in which Applicant has an interest in the control of Bank or any third party on behalf of Bank; (vi) any statement to Bank made by Applicant or on its behalf is incorrect or misleading in any material respect; (vii) Applicants failure to provide Bank on request any books and records; (viii) Applicants failure to withhold, collect or pay any tax when assessed or due; (ix) any representation or warranty made by Applicant herein or otherwise to Bank shall be incorrect or inaccurate in any material respect when made or deemed made; or (x) any other act or circumstance leading Bank in good faith to deem itself insecure; (I) Good Faith means honesty in fact in the conduct or transaction concerned; (J) ISP 98 means the International Standby Practices, International Chamber of Commerce (ICC) Publication No. 590, or any subsequent revisions or restatement thereof which may be adopted by the ICC and in use by the Bank; (K) "Jurisdiction" means the state in the United States where the Bank's branch which maintains Applicants major deposits is located, or if Applicant does not have deposits with the Bank, the Bank's office in a state of the United States where Applicants major banking relationship with it is conducted; if neither of the foregoing apply, then jurisdiction shall mean New York City, New York; (L) "Obligations" means all obligations of any, some or all of parties comprising the Applicant to Bank now or hereafter existing under this Agreement and under any other document entered into by Applicant in connection with any Agreement; (M) "Prime Rate" means that changing rate of interest announced publicly from time to time by Bank as its Prime Rate; (N) "Property" means all present and future Collateral (as that term is defined in the Security Agreement dated on or about the date hereof from Applicant to Bank), together with all cash and non cash proceeds and products thereof, and all Applicants rights thereto and all documents relative thereto; and (O) "UCP" means the Uniform Customs and Practice for Documentary Credits, ICC Publication Number 500, or any subsequent revision or restatement thereof adopted by the ICC and in use by the Bank. Terms not defined herein will, if defined therein, have the same meaning as given in the Uniform Commercial Code as amended from time to time.

2.   Applicants Reimbursement of Bank:  (A) Applicant shall pay Bank on demand in immediately available funds (in United States currency) (i) the amount of each Draft drawn or purporting to be drawn under the Credit (whether drawn before, on or after the expiry date stated in the Credit); provided that if the Credit provides for acceptance of a time draft or incurrence of a deferred payment obligation, reimbursement shall be due sufficiently in advance of its maturity to enable the Bank to arrange for its cover in same day funds to reach the place where it is payable no later than the date of its maturity; (ii) any amount by which Bank's cost of payment under the Credit exceeds the amount paid by Applicant; (iii) interest on all amounts not paid when due at a fluctuating rate per annum equal to the Prime Rate plus 2%, but in no event at an interest rate exceeding the highest rate permitted by applicable law. Applicant authorizes Bank to immediately reimburse itself for all Drafts paid by Bank under any Credit by debiting the amount so paid from the Collateral. Notwithstanding the foregoing, Applicants obligation to reimburse Bank for any amounts paid by Bank under any Credit or any other Obligation shall be absolute and unconditional whether or not sufficient amounts are available from the Collateral. (B) Foreign Currency. If the Draft is payable in other than U.S. currency, Applicant will pay Bank the amount in U.S. currency from Bank at Banks current selling rate of exchange for delivery to the place of payment in the currency and amount in which such Draft was drawn. If there is no current selling rate of exchange generally offered by Bank for effecting such payment, Applicant will pay Bank on demand an amount which Bank deems necessary to pay or provide for the payment of the Obligations, and Applicant shall remain liable for any deficiency which may result if such amount in U.S. currency proves to be insufficient to effect full payment or reimbursement to Bank at the time when such rate of exchange shall again be current. (C) Fees, Costs and Expenses. Applicant

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