CONTINUING LETTER OF CREDIT AGREEMENT

                                  (PINE RIDGE)



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 Applicant's 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

Applicant's account; (C) "BANK" means Wachovia Bank, National Association and

all of its branches, whether in the United States or foreign and any of Bank's

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 Applicant's 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 $8,500,000 Secured Convertible Debentures of Applicant issued on or

about the date hereof and purchased by Pine Ridge Financial, Inc. ("Pine

Ridge"); (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 or

connection with any Credit for the benefit of Pine Ridge; (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

Applicant's property or 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)

Applicant's failure to provide Bank on request any books and records; (viii)

Applicant's 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 Applicant's 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 Applicant's 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

Applicant's 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.



{PAGE}

2. APPLICANT'S 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, Applicant's 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 Bank's 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 will pay Bank (i) fees

in respect of the Credit equal to thirty five (35) basis points per annum on the

face amount of the Credit for the period of time the Credit is outstanding, such

fee to be payable upon issuance of the Credit and on the yearly anniversary of

the issuance of the Credit; (ii) Bank's standard fees then in effect (including,

if applicable, application fees, issuance fees, maintenance fees, amendment

fees, drawing fees, discrepancy fees, acceptance or deferred payment obligation

fees, transfer fees and assignment of letter of credit proceeds fees); and (iii)

on demand, all costs and expenses that Bank incurs in connection with the Credit

or this Agreement, including (a) reasonable attorneys' fees and disbursements

and other dispute resolution expenses to protect or enforce Bank's rights or

remedies under or in connection with the Credit, this Agreement or any separate

security agreement, guaranty or other agreement or undertaking supporting this

Agreement or to respond to any notice of forgery, fraud, abuse or illegality in

connection with this Agreement, the Credit, any presentation under the Credit or

any transaction underlying the Credit (including an active defense by Bank in

any action in which an injunction is sought or obtained against presentation or

honor), (b) costs and expenses in connection with any requested amendment to or

waiver under the Credit or this Agreement, (c) reasonable costs and expenses in

complying with any governmental exchange, currency control or other laws, rules

or regulations of any country now or hereafter applicable to the purchase or

sale of, or dealings in, foreign currency, (d) any stamp taxes, recording taxes,

or similar taxes or fees payable in connection with the Credit or this

Agreement, and (e) any adviser, confirmer, or other nominated person fees and

expenses that are chargeable to Applicant or Bank. References in this Agreement

to attorneys' fees and disbursements shall include any reasonably allocated

costs of internal counsel. (D) INCREASED COSTS AND TAXES. Applicant shall pay

Bank on demand increased costs or Bank's reduction in yield from any new or

changed reserve, capital, special deposit, tax, insurance or other requirement

or guideline affecting the Banks or its parent's contingent or absolute rights

or obligations under or in connection with this Agreement or any Credit provided

the Bank acts reasonably to avoid or minimize the increased costs or reduction

in the yield and computes the same on a reasonable basis. Applicant agrees that

all payments hereunder shall be made without withholding, deduction or set-off

and shall be made free and clear of taxes other than federal and state income

and franchise taxes imposed on the Bank. (E) AUTOMATIC DEBIT FOR PAYMENT.

Applicant authorizes Bank to debit any of Applicant's accounts at Bank for any

payments due under this Agreement, Applicant further certifies that, subject to

the security agreement of even date, it holds legitimate ownership of each of

these accounts and preauthorizes this debit as part of its ownership rights.



3. INDEPENDENCE; APPLICANT RESPONSIBILITY. Applicant is responsible for

preparing or approving the text of the Credit as issued by Bank and as received

by any Beneficiary, including responsibility for any terms and conditions

thereof that are ineffective, ambiguous, inconsistent, unduly complicated, or

reasonably impossible to satisfy. Applicant's ultimate responsibility for the

final text shall not be affected by any assistance Bank may provide such as

drafting or recommending text or by Bank's use or refusal to use text submitted

by Applicant. Bank does not represent or warrant that the Credit will satisfy

Applicant's requirements or intentions. Applicant is responsible for the

suitability of the Credit for Applicant's purposes. Applicant will examine the

copy of the Credit, and any other documents sent by Bank in connection with the

Credit, and shall notify Bank of any non-compliance with Applicant's

instructions, and of any discrepancy in any document under any presentment or

other irregularity, within 3 Business Days after Applicant receives any of such

documents (the "Required Time"); provided, however, if the end of the Required

Time falls on a weekend or Bank holiday, the deadline shall be extended to the

end of the next Business Day. Applicant's failure to give timely and specific

notice during the Required Time of objection shall automatically waive

Applicants objection, authorize or ratify Bank's action or inaction, and

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