Exhibit 10.49	
                1307
                  Barrington Drive

                Coppell,
                  TX
                  75019

              


      

    

     

    July
      24,
      2006

     

    Mr.
      William J. Berger 

    Chairman
      of the Board 

    Trulite,
      Inc. 

    Three
      Riverway, Suite 1700

    Houston,
      TX 77056 

     

    Dear
      John;

     

    The
      purpose of this letter is to submit my resignation as a member of the Board
      of
      Directors of Trulite, Inc. effective immediately. 

     

    The
      reasons for my resignation are based on the apparent reluctance to address,
      at
      the Board level, the issues surrounding the engagement by Trulite in March
      2006
      of Boru Enterprises, Inc., which is controlled by and whose services are
      rendered by John T. Moran. The Boru and Mr. Moran engagement was for the purpose
      of “facilitating” Trulite in the public registration of its securities and
      assisting in raising capital. 

     

    As
      you
      have acknowledged, you did not provide the Board of Directors a complete
      background on Mr. Moran when you asked them to approve the engagement of Boru
      and Mr. Moran. In late June 2006, I discovered Mr. Moran’s background and
      problems from his creation and leadership of a ‘boiler room’ securities
      operation in the early 1990’s. You confirmed that Mr. Moran was the same
      individual who pled guilt in 1991 to two counts of securities fraud, one count
      of mail fraud, and one count of conspiracy as detailed in the information I
      had
      obtained from Internet searches. 

     

    I
      requested several times beginning on June 25, 2006, that this issue be addressed
      in a full Board meeting and that a special project be carried out under the
      supervision of the Trulite Audit Committee. The special project would be to
      obtain, through a third party, facts about Mr. Moran’s guilty plea, his current
      status with the SEC and NASD, his reputation in the securities industry and
      the
      processes the Company went through to engage him. As Chairman of the Board,
      you
      delegated the follow up to Mr. Sifonis and Mr. Godshall who I have communicated
      with and strongly recommended that an independent third party be engaged to
      carry out the tasks outlined above. Boru and Mr. Moran continue to represent
      Trulite in dealings with the NASD, SEC and third parties. In light of this
      representation, it was imperative that the Board address Mr. Moran’s background
      and issues as soon as possible. To date this issue has not been addressed in
      an
      open Board meeting nor has funding been provided to allow the Trulite Audit
      Committee or any other representative of Trulite to engage a third party to
      investigate this situation. 

     

    The
      failure to timely address the “John T. Moran Issue” and respond to the requests
      of the Trulite Audit Committee and me as a director leaves me no choice but
      to
      submit my resignation as the chairman and member of the Trulite Audit Committee
      and as a member of the Board of Directors of Trulite effective immediately.
      

     

    Sincerely,

     

    

     

    Thomas
      F.
      Samson