MILLENNIUM CELL INC
EXHIBIT 10.3 - AGMT. BETWEEN REGISTRANT AND DKRW
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>exhibit10-3.txt
<DESCRIPTION>EXHIBIT 10.3 - AGMT. BETWEEN REGISTRANT AND DKRW
<TEXT>
                                                                   Exhibit 10.3


                           AGREEMENT dated as of July 14, 2004 (the
                  "Agreement"), between MILLENNIUM CELL INC., a Delaware
                  corporation ("Millennium Cell"), and DKRW ENERGY LLC, a
                  Delaware limited liability company ("DKRW").

                  WHEREAS, Section 6.18 of the Second Amended and Restated
Operating Agreement of DKRW (the "Operating Agreement") restricts the managers,
members and officers of DKRW from acting as employees of an energy-related
business without the consent of the Board of Managers of DKRW (the "DKRW
Board");

                  WHEREAS, Millennium Cell is an energy-related business which
desires to employ H. David Ramm, one of a number of members of DKRW, as its
President and Chief Executive Officer, and Mr. Ramm desires to accept such
employment;

                  WHEREAS, the DKRW Board has agreed to grant its consent to
such employment subject to the terms and conditions set forth in this Agreement.

                  In consideration of the above premises and the mutual
covenants set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound, hereby agree as follows:

                  1. Waiver. DKRW hereby grants its consent to Mr. Ramm's
employment by Millennium Cell in accordance with Section 6.18 of the Operating
Agreement and to not preclude Mr. Ramm from accepting such employment or from
performing his obligations thereunder.

                  2. Term. The term of this Agreement (the "Term") shall
commence upon March 19, 2004, and shall end upon any termination or expiration
of that certain employment agreement dated as of the date hereof, between
Millennium Cell and Mr. Ramm.

                  3. Compensation. In consideration for the waiver set forth in
Section 1, during the Term, Millennium Cell shall pay to DKRW $25,000 per month,
payable monthly in advance.

                  4. Entire Agreement. This Agreement contains the entire
understanding between the parties concerning the subject matter contained in
herein. There are no representations, agreements, arrangements or
understandings, oral or written, between the parties hereto, relating to the
subject matter of this Agreement, that are not fully expressed herein.

                  5. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York (without regard
to such State's conflict of laws doctrines).

                  6. Notices. Any notice required to be given or delivered to
the Company under the terms of this Agreement shall be in writing and addressed
to Millennium Cell at 1 Industrial Way West, Eatontown, New Jersey [GRAPHIC
OMITTED]07724, Fax: 732-542-4010, Attention: Chairman of the Board, or to such
other address as shall be provided in writing to DKRW. Any notice required to be
given or delivered to DKRW shall be in writing and addressed to the most recent
address of DKRW, as set forth in the books and records of Millennium Cell. All
notices shall be deemed effective upon personal delivery against receipt
therefor; one day after being sent by Federal Express or similar overnight
delivery; or three days after being mailed registered or certified mail, postage
prepaid, and properly addressed to the party to be notified.
<PAGE>

                  7. Amendments and Waivers. The parties hereto may, by written
agreement signed by the parties, modify any of the covenants or agreements or
modify the time for the performance of any of the obligations contained in this
Agreement or in any document delivered pursuant to this Agreement. Any party
hereto may waive, by written instrument signed by such party, compliance by the
other party, with any of the other party's obligations set forth in this
Agreement.

                  8. No Waiver of Rights. No failure or delay on the part of any
party in the exercise of any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right
preclude other or further exercise thereof or of any other right or power. The
waiver by any party or parties hereto of a breach of any provision of this
Agreement shall not operate or be construed as a waiver of any other or
subsequent breach hereunder. All rights and remedies existing under this
Agreement are cumulative and are not exclusive of any rights or remedies
otherwise available.

                  9. Limited Rights of DKRW and Third Parties. Neither DKRW nor
any beneficiary of DKRW shall under any circumstances have any option or right
to require payments hereunder otherwise than in accordance with the terms
hereof. Except as otherwise provided by law, neither DKRW nor any such
beneficiary shall have the power in any manner to anticipate, alienate, assign,
charge or encumber any payments contemplated by this Agreement, and all rights
and benefits of DKRW or such beneficiary shall be for the sole personal benefit
of DKRW or such beneficiary, as the case may be, and no other person shall
acquire any right, title or interest hereunder by reason of any sale,
assignment, transfer, claim or judgment or bankruptcy proceedings against DKRW
or such beneficiary.

                  10. Submission to Jurisdiction. Any and all suits, legal
actions or proceedings against any party hereto arising out of this Agreement
shall be brought in any United States federal court sitting in the State of New
York or any other court of appropriate jurisdiction sitting in the State of New
York, as the party bringing such suit may elect in its sole discretion, and each
party hereby submits to and accepts the exclusive jurisdiction of such courts
for the purpose of such suit, legal action or proceeding, each party hereto
waives personal service of any summons, complaint or other process and agrees
that service thereof may be made by certified or registered mail. Each party
hereto hereby irrevocably waives any objection which it may now hereafter have
to the laying of venue of such suit, legal action or proceeding in any such
court and hereby further waives any claim that any such suit, legal action or
proceeding brought in any such court has been brought in an inconvenient forum.

                  11. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, but both of
which together shall constitute one and the same instrument.

                  12. Construction. Whenever used in this Agreement, the
singular number will include the plural, and the plural number will include the
singular, and the masculine or neuter gender shall include the masculine,
feminine or neuter gender. The headings of the Sections of this Agreement have
been inserted for purposes of convenience and shall not be used for interpretive
purposes.

                  13. Successors. The rights and obligations of Millennium Cell
under this Agreement shall be transferable to any successor thereto. The rights
and obligations of DKRW under this Agreement may only be assigned with the prior
written consent of Millennium Cell.

<PAGE>



                  IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Agreement as of the day and year first set forth above.


                       MILLENNIUM CELL INC.


                       By: /s/G. Chris Andersen
                           -------------------------------------------------
                            Name:  G. Chris Andersen
                            Title: Chairman of the Board



                       DKRW ENERGY LLC


                       By:  /s/H. David Ramm
                           -------------------------------------------------
                            Name:  H. David Ramm
                            Title: Principal




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