July 9, 2008


    

     

     

     

    Gregory
      Morris

    P.O.
      Box
      8425

    Horseshoe
      Bay, TX 78657-8425

     

    
      	
            	Re:	
              Change
                of Control Amendment

            


    

     

    Dear
      Greg:

     

    Pursuant
      to a resolution by the HydroGen Corporation Board of Directors adopted on
      December 8, 2007, this letter (“Change of Control Amendment”) amends the
      agreement between you and HydroGen, L.L.C. (the “Company”) described in the
      letter to you from Leo Blomen dated April 7, 2005, as amended (the “Letter
      Agreement”), as follows: 

     

    (a)  If
      within
      six (6) months prior to (provided that there is evidence of discussions of
      a
      potential change of control within this six month period of time) or within
      one
      (1) year following a Change of Control, your employment under the Letter
      Agreement is terminated without Cause or for Good Reason, the Letter Agreement
      is not renewed or you receive written notice that the Letter Agreement will
      not
      be renewed: (i) HydroGen, LLC (the “Company”) shall, in addition to any
      payments of salary or lump sum salary due under your Letter Agreement in
      connection with your cessation of employment, provide you with a lump sum
      payment equal to the amount of your then current annual base pay; (ii) the
      Company shall, in lieu of any bonus due under your Letter Agreement in
      connection with your cessation of employment, pay you an amount representing
      the
      annual bonus for the year of termination based on full achievement of all
      personal targets, plus the actual achievement of Company targets, as well as
      pay
      any prior year's bonus that is earned and unpaid as of the date of termination;
      and (iii) notwithstanding any provision in any applicable stock incentive
      plan document or award agreement, each stock option, restricted stock or other
      equity or equity-based award granted by the Company or HydroGen Corporation
      (the
“Corporation”), to the extent such award is outstanding and unvested as of the
      date of such Change in Control, shall automatically become fully vested as
      of
      such Change of Control and shall become exercisable by you in accordance with
      the terms of the agreement or agreements under which such options were
      granted.

     

    
      
        
        

      

      
         

        
          

        

      

      
        
          
            	
                    Gregory
                      Morris

                    July
                      9, 2008

                    Page
                      2

                  	
                     

                  


          

        

      

    

     

    (b)  A
“Change
      of Control” shall mean the occurrence of any of the following
      events:

     

    (i)  any
      reorganization, consolidation or merger of the Company or other similar
      transaction that results in at least 50% of the combined voting power of the
      outstanding securities of the continuing, surviving or other entity not directly
      or indirectly owned by holders of at least 50% of the combined voting power
      of
      the Company’s securities outstanding immediately prior to such reorganization,
      consolidation, merger or other similar transaction; provided, however, that
      for
      purposes of this subsection (i) a Change of Control shall not be deemed to
      have
      occurred if such Change of Control results from a transaction solely among
      the
      Corporation, Company, or any other wholly-owned subsidiary of the Corporation;
      

     

    (ii)  any
      reorganization, consolidation or merger of the Corporation or other similar
      transaction that results in at least 50% of the combined voting power of the
      outstanding securities of the continuing, surviving or other entity is not
      directly or indirectly owned by holders of at least 50% of the combined voting
      power of the Corporation’s securities outstanding immediately prior to such
      reorganization, consolidation, merger or other similar transaction;

     

    (iii)  any
      sale,
      lease, exchange or transfer (in one transaction or in a series of related
      transactions) of all or substantially all of the assets of the Company;


     

    (iv)  approval
      by the member or members of the Company of any plan or proposal for the
      liquidation or dissolution of the Company, unless such plan or proposal is
      abandoned within 60 days following such approval; 

     

    (v)  any
      “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Securities
      Exchange Act of 1934 (the “Exchange Act”) shall become the beneficial owner
      (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of
      securities of the Corporation representing more than 50% of the combined voting
      power of the Corporation’s then outstanding securities having the right to vote
      in the election of directors; or

     

    (vi)  any
      “Person” (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
      Act), other than the Corporation, shall become the beneficial owner (within
      the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of securities of
      the
      Company representing more than 50% of the combined voting power of the Company’s
      then outstanding securities.

     

    (c)  For
      purposes of determining whether a termination is for Cause or Good Reason in
      the
      event of a Change of Control, the definitions of these terms in the Letter
      Agreement shall apply, except that the word “material” shall be removed in each
      instance from the definition of Good Reason.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          	
                  Gregory
                    Morris

                  July
                    9, 2008

                  Page
                    3

                	
                   

                


        

      

       

    

    (d)  If,
      at
      the time the Change of Control occurs, Section 280G(b) of the Internal Revenue
      Code of 1986, as amended (the “Code”) is applicable to you, notwithstanding any
      other provision of this Change of Control Amendment, if the aggregate present
      value of the “parachute payments” to you, determined under Section 280G(b) is at
      least three times the “base amount” determined under such Section 280G, then the
      compensation otherwise payable under this Change of Control Amendment (and
      any
      other amount payable hereunder or any other agreement, plan, program, policy
      or
      obligation of the Company, Corporation or any other affiliate thereof) shall
      be
      reduced so that the aggregate present value of the parachute payments to you
      determined under Section 280G, does not exceed 2.99 times the base amount.
      In no
      event, however, shall any benefit provided hereunder be reduced to the extent
      such benefit is specifically excluded by Section 280G(b) of the Code as a
“parachute payment” or as an “excess parachute payment.” Any decisions regarding
      the requirement or implementation of such reductions shall be made by the tax
      counsel and accounting firm retained by the Company at the time this Change
      of
      Control Amendment is entered into.

     

    * * *

     

    If
      you
      agree to the terms of this Change of Control Amendment, please sign and date
      this letter and return it to me.

     

    Yours
      very truly,

     

    


    
      /s/
        John J.
        Freeh                              


    

    John
      J.
      Freeh

    Chief
      Executive Officer

    HydroGen,
      L.L.C.

    


     

    Agreed
      and Accepted, This 9th day of July 2008

     

     

    
      	/s/
              Greg Morris	 


    

    Executive