22118
        20th
        Ave. SE,
        Suite 142

    

    Bothell,
      WA 98021

    Telephone
      425.424.3324

    


    Exhibit
      10.1

    April
      18,
      2008

    


    Stephen
      Wilson

    PO
      Box
      779 

    Woodinville
      WA 98072

    


    


    RE:       Employment
      with Neah Power Systems, Inc.

    


    Dear
      Mr.
      Wilson

    


    We
      are
      extremely impressed with your qualifications and enthusiasm, and are confident
      that you will be a great addition to our growing team. Accordingly, we are
      pleased to offer you a full-time employment position with Neah Power Systems,
      Inc. This letter serves as our formal offer, combined with the employee
      Intellectual Property assignment, which together specify the terms and
      conditions required of all our employees. When signed and accepted by you,
      they
      shall serve as our binding employment agreement. Your
      employment, as with all employees at Neah
      Power, per State law,
      is on
      an at will basis.

    


    We
      offer
      you a position as Controller, reporting to Chris D’Couto, with an effective
      starting date of April 21, 2008 and an annual base salary of $130,000 per year.
      An annual bonus plan is currently being developed that will allow you the
      opportunity to receive up to 20% of your annual salary based on successful
      accomplishment of a mix of personal and company objectives. These objectives
      will be defined within 60 days of your start date at the company. You will
      also
      be awarded 400,000 stock options pursuant to the Stock Option Agreement, subject
      to Neah Power Stock Option Plan as modified from time to time. Although subject
      to change, it is our current policy to distribute pay checks every other Friday.
      Thus, at your current rate of pay you should expect to receive regular paychecks
      having gross amounts of $5000.00.

    


    Neah
      Power Systems recognizes the following paid holidays for full time employees:
      New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day,
      Friday following Thanksgiving Day, Christmas Eve and Christmas Day. In addition,
      employees are provided 2 floating holidays, to be used at their discretion
      with
      the same approval process as Paid Time Off. 

    


    Paid
      Time
      Off (PTO) is accrued from the following table:

    


    
      	
              Number of

              Years

              Employed

            	 	
              Accrual

              Hrs/Pay

              Period

            	 	
              Vacation

            	 	
              Sick

            	 	
              Floating

            	 	
              Non-sick

              total

            
	
              0-1 years

            	 	
              3.08

            	 	
              80 (2 wks)

            	 	
              40- use or lose

            	 	
              16-use or lose

            	 	
              96

            
	
              2-5 years

            	 	
              4.62

            	 	
              120 (3 wks)

            	 	
              40- use or lose

            	 	
              16- use or lose

            	 	
              136

            
	
              5+ years

            	 	
              6.15

            	 	
              160 (4 wks)

            	 	
              40- use or lose

            	 	
              16- use or lose

            	 	
              176

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Neah
      Power Systems, Inc. 
      
        

      

    

     

    As
      an
      exception to this, you will begin to accrue vacation at the 4.62 hrs/pay period
      (3 weeks per year) upon your hire and follow the normal PTO vesting schedule
      from there on. We would like you to note, payment for accrued and unused
      vacation will be made upon separation from Neah Power Systems, as required
      by
      applicable law. 

    


    You
      will
      be eligible to participate in Neah Power’s healthcare plan. This consists of
      Medical offered by Northwest Technologies Employee Benefits Program in
      conjunction with Premera Bluecross, Dental offered by Washington Dental Service
      and Vision offered by Vision Service Plan (VSP) . Neah Power covers 100% of
      the
      employee premium cost and 50% of dependents cost for the plan. You will be
      eligible to participate in the 401K plan when you join the company.


    


    Neah
      Power provides all full-time employees with basic life insurance coverage,
      including AD&D, equal to fifteen thousand dollars ($15,000.00). The cost for
      this coverage is paid 100% by the Company.


    


    If
      you
      have any questions whatsoever regarding any terms or conditions of your
      employment with us, please free to contact me directly so that I can address
      them. We look forward to having you become a member of our team, and we extend
      our best wishes for your success!


    


    Sincerely,

    


    /s/
      Chris
      D’Couto

    


    Chris
      D’Couto

    CEO

    


    


    I
      hereby
      acknowledge that I have carefully read this letter and agree to abide by its
      terms and conditions in consideration of my employment with Neah Power Systems,
      Inc.

    


    
      	
              /s/
                Stephen M. Wilson

            	 	
              April
                18, 2008

            	 
	
              Signature

            	
              Date