Exhibit
        10.8

      


      Trulite,
        Inc.

      520
        Post Oak Boulevard

      Suite
        820

      Houston,
        Texas 77027

      713-888-0660

      


      May
        21,
        2005

      


      Jim
        Longaker

      2002
        Woodland Valley Drive

      Kingwood,
        TX 77339

      


      Re: Offer
        of Employment with Trulite, Inc.

      


      Dear
        Jim,

      


      On
        behalf
        of Trulite, Inc., a Delaware corporation (the “Company”),
        I am
        pleased to invite you to join the Company as its Controller reporting to
        the
        President, John Sifonis. In this position, you will be expected to devote
        your
        full business time, attention and energies to the performance of your duties
        with the Company. The effective date of your employment will be 23 May 2005.
        This offer will expire on 23 May 2005.

      


      The
        terms
        of this offer of employment are as follows:

      


      Compensation.
        The
        Company will pay you a salary of $ 2,708.33 per pay period payable in accordance
        with the Company’s standard payroll policies, including compliance with
        applicable withholding. This is equivalent to $65,500 per year. You are also
        eligible for an individual bonus of $20,000 based on performance objectives
        that
        will be outlined once you have started with Trulite. The first and last payment
        by the Company to you will be adjusted, if necessary, to reflect a commencement
        or termination date other than the first or last working day of a pay period.
        

      


      Stock
        Option.
        Subject
        to approval by the Company’s Board of Directors, you will be granted an option
        to purchase 20,000 shares
        of
        the Company’s Common Stock at the fair market value on the date the Board
        approves the option grant. Vesting will be over a four year period: eighteen
        and
        a half percent (18.5%) of the shares subject to any option will become
        exercisable on the first anniversary of your employment with the Company;
        twenty
        two and one half percent (22.5%) of the shares subject to any option will
        become
        exercisable on the second anniversary of your employment with the Company;
        twenty six and one half percent (26.5%) of the shares subject to any option
        will
        become exercisable on third anniversary of your employment with the Company;
        and, thirty two and a half percent (32.5%) of the shares subject to any option
        will become exercisable on the fourth anniversary of your employment of the
        Company. Options will be exercisable for no more than seven years from the
        date
        of your employment with the Company. 

      


      At-Will
        Employment.
        You
        should be aware that your employment with the Company is for no specified
        period
        and constitutes “at-will” employment. As a result, you are free to terminate
        your employment at any time, for any reason or for no reason. Similarly,
        the
        Company is free to terminate your employment at any time, for any reason
        or for
        no reason.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Benefits
        and PTO.
        You
        will be entitled during the term of your employment to the Company’s standard
        vacation and benefits covering employees at your level, as such may be in
        effect
        from time to time. The company has 8 standard holidays that you are eligible
        for
        time off. The company will allow you to accrue 15 days of Paid time off for
        vacation, sick and personal time. You cannot carry more than 5 days over
        per
        year into the next calendar year.

      


      Immigration
        Laws.
        For
        purposes of federal immigration laws, you will be required to provide to
        the
        Company documentary evidence of your identity and eligibility for employ-ment
        in
        the United States. Such documentation must be provided within 3 business
        days of
        the effective date of your employment, or your employment relationship with
        the
        Company may be terminated.

      


      Confidential
        Information, Inventions Assignment, and non-competition
        agreement.
        As a
        condition of this offer of employment, you will be required to complete,
        sign
        and return the Company’s standard form of Confidential Information, Inventions
        Assignment, and non-competition agreement.

      


      General.
        This
        offer letter and the stock option agreement (if approved by the Board) covering
        the grant described in paragraph 2, when signed by you, set forth the terms
        of
        your employment with the Company and supersede any and all prior representations
        and agreements, whether written or oral. Any amendment of this offer letter
        or
        any waiver of a right under this offer letter must be in a writing signed
        by you
        and an officer of the Company. This offer letter will be governed by Texas
        law.

      


      We
        look
        forward to you joining the Company. If the foregoing terms are agreeable,
        please
        indicate your acceptance by signing this offer letter in the space provided
        below and returning it to me.

      


      Sincerely,

      


      By:  

      John
        Sifonis

      President,
        TRULITE, INC.

       

      AGREED
        TO AND ACCEPTED:

      “Employee”

      

      Jim
        Longaker

      


      Date:
        May
        23, 2005