MILLENNIUM CELL INC.

                           CHANGE-IN-CONTROL AGREEMENT





       THIS CHANGE-IN-CONTROL AGREEMENT (this "Agreement"), made and entered

into as of January 1, 2003, by and between Millennium Cell Inc., a Delaware

corporation (the "Company"), and Adam P. Briggs (the "Executive").



       WHEREAS, the Company considers it essential to its best interests to

foster the continued employment of key management personnel and recognizes the

distraction and disruption that the possibility of a Change in Control (as

defined in Section 1(e) below) may raise to the detriment of the Company and its

stockholders; and



       WHEREAS, the Company has determined to take appropriate steps to

reinforce and encourage the continued attention and dedication of key management

personnel to their assigned duties in the face of a possible Change in Control.



       NOW, THEREFORE, in consideration of the premises and the mutual covenants

contained herein, the Company and the Executive hereby agree as follows:



       1. DEFINITIONS.



           (a) "Affiliate" shall mean any business entity controlling,

controlled by, or under common control with the Company.





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           (b) "Base Salary" shall mean the annual salary of the Executive at

the time of termination of his employment.



           (c) "Beneficiary" shall mean (i) the person or persons named by the

Executive, by written notice to the Company, to receive any compensation or

benefit payable under this Agreement, or (ii) in the event of his death, if no

such person is named and survives the Executive, his estate.



           (d) "Board" shall mean the Board of Directors of the Company.



           (e) "Cause" shall mean any one of the following items (all as

reasonably determined by the Company)



               (i) a final judgment of conviction of the Executive for a felony

entered by a trial court regardless of whether the Executive appeals the

judgment; provided, however, that such felony is the type of felony that causes

or threatens to cause material harm to the Company;



               (ii) the issuance of a final award, judgment, or order by an

administrative agency, arbitrator, governmental body, governmentally-owned

corporation, mediator, self-regulatory organization, or trial court that the

Executive is prohibited from performing any material duty as an employee of the

Company or an Affiliate for more than three (3) months, regardless of whether

the Executive appeals the award, judgment, or order;



               (iii) an intentional violation of any federal, state, or local

law or regulation that adversely affects the Company or an Affiliate; provided,

however, that this provision does not apply to a violation subject only to a

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