Unassociated Document


    
      Exhibit
        10.4

       

      
        

        

      

      


       

      AMENDED
        AND RESTATED

      EMPLOYMENT
        AGREEMENT

      


      Between

      


      TRULITE,
        INC.

      


      and

      


      KEVIN
        SHURTLEFF

      


      


      Dated
        as
        of February 4, 2005

      


      


      


      
        

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      AMENDED
        AND RESTATED

      EMPLOYMENT
        AGREEMENT

      


      


      This
        AMENDED AND RESTATED EMPLOYMENT
        AGREEMENT (this
        “Agreement”) is made effective as of the 4th day of February, 2005 by and
        between Trulite, Inc., a Delaware corporation (the “Company”), and Kevin
        Shurtleff (“Executive”). All capitalized terms used but not defined herein shall
        have the meaning set forth in the Purchase Agreement, as defined
        below.

       

      W
        I T
        N E S S E T H:

      
 

      WHEREAS,
        pursuant to that certain Preferred Stock Purchase Agreement, dated July 26,
        2004
        (the “Purchase Agreement”), by and among the Company, Trulite Energy Partners,
        L.P. (“Trulite Energy Partners”) and the principal stockholders of the Company
        named therein, Executive entered into that certain Employment Agreement,
        dated
        as of July 28, 2004, with the Company (the “Original Agreement”), and agreed to
        serve as an employee of the Company according to the terms of the Original
        Agreement;

       

       

      WHEREAS,
        on February 1, 2005 Trulite Energy Partners was merged with and into Contango
        Capital Partners, L.P. (“Contango”); and

      
 

      WHEREAS,
        pursuant to that certain Preferred Stock Purchase Agreement, dated January
        26,
        2005 (the “Synexus Purchase Agreement”), by and among Synexus Energy, Inc.
        (“Synexus”), Contango, and the principal stockholders of Synexus, Contango has
        agreed to purchase shares of preferred stock of Synexus provided that Executive
        amends the Original Agreement pursuant to this Agreement to permit Executive
        to
        be an employee of both the Company and Synexus.

       

      


      NOW,
        THEREFORE, in consideration of the continued employment of Executive by the
        Company and the payment of salary and other compensation to Executive by
        the
        Company, the parties hereto agree as follows:

      


      Employment.
        The
        Company hereby agrees to continue to employ Executive, and Executive hereby
        agrees to continue to serve the Company, on the terms and conditions set
        forth
        herein.

       

      Term.
        Executive shall continue to be employed by the Company as provided in Section
        1
        and such employment shall continue until January, 2007 unless sooner terminated
        as hereinafter provided. Should
        Executive serve until January, 2007, and remain employed by the Company
        thereafter, such employment shall convert to a month-to-month, at-will
        relationship otherwise subject to the terms of this Agreement and terminable
        for
        any reason whatsoever by either the Company or Executive upon 30 days prior
        written notice to the other party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Position
        and Duties.
        

       

      The
        Company agrees to continue to employ Executive,
        and
Executive
        agrees
        to continue to be so employed, in such capacity and having such duties as
        are
        assigned to Executive
        from
        time to time by the Company’s Board of Directors or such officer of the Company
        that the Board of Directors designates as Executive’s
        supervisor.

       

      Executive
        agrees
        to devote approximately one-half of his full business time and attention
        to the
        business and affairs of the Company and will use his best efforts in performing
        faithfully his duties under this Agreement. The Company acknowledges and
        agrees
        that (i) Executive shall devote the balance of his business time and attention
        to the business and affairs of Synexus and (ii) the Company shall cooperate
        with
        Synexus to ensure that Executive devotes his business time and attention
        to the
        respective businesses and affairs of Synexus and the Company as contemplated
        herein.

       

      Executive
        shall
        use his reasonable best efforts to perform faithfully and efficiently his
        duties
        under this Agreement, and shall not engage in or be employed by any other
        business; provided, however, that nothing contained herein shall prohibit
        Executive
        from (i)
        being employed by Synexus as provided in Section 3(b) hereof, (ii) serving
        as a
        member of the board of directors, board of trustees or the like of any
        for-profit entity that does not compete with the Company, or performing services
        of any type for any civic or community entity, whether or not Executive
        receives
        compensation therefore, (iii) investing his assets in such form or manner
        as
        shall not require any significant services on his part in the operation of
        the
        business of or property in which such investment is made as long as such
        business does not compete with the Company, or (iv) serving in various
        capacities with, and attending meetings of, industry or trade groups and
        associations, as long as Executive’s
        engaging in any activities permitted by virtue of clauses (i), (ii), (iii)
        and
        (iv) above does not materially interfere with the ability of Executive
        to
        perform the services and discharge the responsibilities required of him under
        this Agreement.

       

      Compensation
        and Related Matters.

       

      Salary.
        During
        the term of this Agreement, the Company shall pay to Executive an annual
        salary
        of $42,500 in substantially equal installments in accordance with the Company’s
        payroll policies.

       

      Option.
        If the
        Board of Directors of the Company determines in its sole discretion in good
        faith that (i) the C2DR hydrogen technology that is being developed by the
        Company has become commercially viable based on the Board’s evaluation of the
        technical questions set forth on Exhibit
        A,
        and
        (ii) a market exists in which such technology may be sold that is capable
        of
        generating at least $1 billion in annual sales for the Company, the Company
        shall enter into and execute with Executive an option agreement (the “Option
        Agreement”) pursuant to which the Board of Directors of the Company shall grant
        to Executive a non-qualified option to purchase 242,718 shares of Common
        Stock
        at an exercise price of $1.03 per share (the “Option”). The Option shall vest
        immediately and have an exercise period of four years from the date of the
        grant
        thereof. The Option Agreement shall contain such other terms as shall be
        determined by the Board of Directors of the Company.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Expenses.
        During
        the term of Executive’s
        employment hereunder, Executive
        shall be
        entitled to receive prompt reimbursement for all reasonable and necessary
        expenses incurred by Executive
        in
        performing services hereunder, including all travel and living expenses while
        away from home on business or at the request of and in the service of the
        Company, cell phone expenses and entertainment expenses incurred by Executive
        at
        the request of and in the service of the Company, provided that such expenses
        are incurred and accounted for in accordance with the policies and procedures
        established by the Company.

       

      Benefits.
        Executive
        shall be
        entitled to participate in or receive benefits under any group health or
        other
        employee benefit plan or arrangement made available by the Company to its
        other
        similarly situated employees who perform the same or similar duties as
Executive
        in the
        same location, subject to and on a basis consistent with the terms, conditions
        and overall administration of such plans and arrangements.

       

      Sick
        Leave.
        Executive shall be entitled to sick and emergency leave in accordance with
        the
        regular policies and procedures established by the Company. Any additional
        sick
        or emergency leave over and above paid leave provided by the Company, if
        any,
        shall be unpaid and shall be granted at the sole discretion of the Board
        of
        Directors of the Company.

       

      Vacations.
        In
        addition to being excused from rendering his services to the Company while
        doing
        so for Synexus as contemplated by this Agreement, Executive
        shall be
        excused from rendering his services during reasonable vacation periods for
        10
        business days per year plus any additional vacation days that may be approved
        by
        the Chief Executive Officer of the Company or such other officer of the Company
        that the Company’s Board of Directors designates as Executive’s
        supervisor. Executive
        shall
        also be entitled to all paid holidays given by the Company to its employees
        generally.

       

      Termination.
        Executive’s
        employment hereunder may be terminated under the following
        circumstances:

       

      Termination
        of Employment for Cause.
        The
        Company may terminate the employment of the Executive if the Executive engages
        in any of the following conduct (termination “For Cause”):

       

      Breaching
        any material provision of this Agreement;

       

      Misappropriating
        funds or property of the Company;

       

      Securing
        any personal profit not thoroughly disclosed to and approved by the Company
        in
        connection with any transaction entered into on behalf of the
        Company;

       

      Engaging
        in conduct, even if not in connection with the performance of his duties
        hereunder, which might be reasonably expected to result in any effect materially
        adverse to the interests of the Company, such as fraud, dishonesty, conviction
        of a felony, or other acts of moral turpitude;

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Failing
        to fulfill and perform the duties assigned to the Executive in accordance
        with
        the terms hereof; or

       

      Failing
        to comply with corporate policies of the Company that are promulgated from
        time
        to time by the Company’s Board of Directors. 

       

      Termination
        in the Event of Death or Disability.

       

      The
        Employer may terminate this Agreement in the event Executive becomes and
        remains
“Disabled” (as hereinafter defined), either physically, mentally, or otherwise,
        for a period of ninety (90) days during any consecutive period. As used herein,
        “Disabled” shall mean the continuous inability, whether mental or physical, of
        the Executive to perform his normal job functions as determined by at least
        two
        of three medical physicians. For purposes of such determination, the Executive
        or his designee shall be entitled to appoint one physician, the Company shall
        be
        entitled to appoint one physician, and the two physicians shall mutually
        appoint
        a third physician. Notwithstanding the foregoing, the Executive or his designee
        and the Company may mutually agree that the Executive is Disabled within
        the
        meaning of this Agreement.

       

      This
        Agreement shall immediately terminate upon the death of Executive. Employer
        may terminate the employment of Executive without Cause at any time upon
        written
        notice to Executive.

       

      Effect
        of Termination of Employment.

       

      Termination
        for Cause.
        In the
        event of termination For Cause, the Executive shall be entitled to receive
        his
        compensation, as determined in Section 4 of this Agreement, due or accrued
        on a
        pro rata basis to the date of termination less the amount of actual damages,
        if
        any, caused to the Company by such breach of this Agreement.

       

      Termination
        upon death or Disability.
        In the
        event of termination for death or Disability of the Executive, the Executive
        or
        his estate shall be entitled to receive his compensation, as determined in
        Section 4 of this Agreement, due or accrued on a pro rata basis to the effective
        date of termination.

       

      Termination
        Without Cause.
        In the
        event of a termination without Cause, the Company shall continue making payments
        to Executive in an amount equal to the compensation of the Executive set
        forth
        in Section 4(a) of this Agreement, as if he was still employed for the lesser
        of: (i) the then remaining existing Term of this Agreement, or (ii) six (6)
        months which shall constitute the full and total amount of liquidated damages
        that the Executive shall be entitled to receive from the Company and its
        Affiliates and their officers, directors, and employees whether arising out
        of
        contract, tort or other claims arising out of his employment relationship
        with
        the Company.

       

      Company’s
        Right to Repurchase Shares.
        In the
        event that Executive’s employment is terminated, whether by the Company, for
        Cause, or by Executive’s voluntary departure, the Company shall have the right
        to repurchase all vested Common Stock owned by Executive at fair market value,
        as defined below. Notwithstanding the above, in the event that Executive
        is
        terminated without Cause, the Executive shall be entitled to retain his vested
        stock. The Company shall have the right to repurchase his unvested stock
        at fair
        market value, as defined below. Fair market value, for the purposes of this
        Section 6, shall be determined by a qualified business valuation or appraisal
        expert chosen jointly by the Executive and the Company’s Board of
        Directors.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Confidentiality,
        Non-Solicitation, and Non-Competition.
        

       

      Confidential
        Information.
        Executive
        acknowledges that (i) upon execution of this Agreement and during the term
        of
        this Agreement and as a part of his employment with the Company and any
        subsidiaries, whether pursuant to this Agreement or otherwise, Executive
        has been
        and will be afforded access to “Confidential Information” as hereinafter
        defined; (ii) public disclosure of such Confidential Information could have
        a
        material adverse impact on the Company and its business; and (iii) as a result
        of his access to such Confidential Information, Executive
        will
        attain substantial technical expertise, skill and knowledge with respect
        to the
        Company’s business. Executive
        acknowledges that the provisions of this Section 7(a) are reasonable and
        necessary with respect to the improper use or disclosure of Confidential
        Information. As used in this Agreement, “Confidential Information” means any
        information, knowledge or data of any nature and in any form (including
        information that is electronically transmitted or stored on any form of magnetic
        or electronic storage media) relating to the past, current or prospective
        business or operations of the Company and its Affiliates, that at the time
        or
        times concerned is not generally known to persons engaged in businesses similar
        to those conducted or contemplated by the Company and its Affiliates (other
        than
        information known by such persons through a violation of an obligation of
        confidentiality to the Company), whether produced by the Company and its
        Affiliates or any of their consultants, agents or independent contractors
        or by
Executive,
        and
        whether or not marked confidential, including without limitation information
        relating to the Company’s or its Affiliates’ products and services, business
        plans, business acquisitions, processes, product or service research and
        development methods or techniques, inventions and improvements, training
        methods
        and other operational methods or techniques, quality assurance procedures
        or
        standards, operating procedures, files, plans, specifications, proposals,
        drawings, charts, graphs, support data, trade secrets, supplier lists, supplier
        information, purchasing methods or practices, distribution and selling
        activities, consultants’ reports, marketing and engineering or other technical
        studies, maintenance records, employment or personnel data, marketing data,
        strategies or techniques, financial reports, budgets, projections, cost
        analyses, price lists and analyses, employee lists, customer lists, customer
        source lists, proprietary computer software, and internal notes and memoranda
        relating to any of the foregoing. 

       

      Non-Disclosure
        of Confidential Information.
        In
        consideration of the foregoing and of continued employment by the Company
        and
        the compensation and benefits paid or provided and to be paid or provided
        to
Executive
        by the
        Company pursuant to this Agreement, Executive
        hereby
        covenants and agrees that during the term of this Agreement and for a period
        of
        two years thereafter, Executive
        shall
        not, without the Company’s prior written consent or as may be required by law or
        legal process, disclose, communicate, divulge or make available to any person
        or
        entity (other than the Company), or use for any purpose other than for the
        exclusive benefit of the Company, any Confidential Information, whether
Executive
        has such
        information in his memory or embodied in writing or other physical form.
        Upon
        termination of Executive’s
        employment hereunder, Executive
        shall
        deliver promptly to the Company any Confidential Information in his possession,
        including any duplicates thereof and any notes or other records Executive
        has
        prepared with respect thereto. In the event that the provisions of any
        applicable law or the order of any court would require Executive
        to
        disclose or otherwise make available any Confidential Information then
Executive
        shall
        give the Company prompt prior written notice of such required disclosure
        and an
        opportunity to contest the requirement of such disclosure or apply for a
        protective order with respect to such Confidential Information by appropriate
        proceedings. Executive
        agrees
        that disclosures made by the Company or its affiliates to governmental
        authorities, to its customers or potential customers, to its suppliers or
        potential suppliers, to its employees or potential employees, to its consultants
        or potential consultants or disclosures made by the Company or its affiliates
        in
        any litigation or administrative or governmental proceedings shall not mean
        that
        the matters so disclosed are available to the general public. The foregoing,
        however, shall not limit the Company’s authority to determine whether or not any
        such information has been so disclosed.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Protection
        of Information.
        

       

      The
        Company shall disclose to Executive,
        or
        place Executive
        in a
        position to have access to or develop, trade secrets or confidential information
        of the Company; and/or shall entrust Executive
        with
        business opportunities of the Company; and/or shall place Executive
        in a
        position to develop business good will on behalf of the Company.

       

      Executive
        agrees
        not to disclose or utilize, for Executive’s
        personal benefit or for the direct or indirect benefit of any other person
        or
        entity, or for any other reason, whether for consideration or otherwise,
        during
        the term of his employment hereunder or at any time thereafter, any information,
        ideas, concepts, improvements, discoveries or inventions, whether patentable
        or
        not, which are conceived, made, developed, or acquired by Executive,
        individually or in conjunction with others, during Executive’s
        employment by the Company (whether during business hours or otherwise and
        whether on the Company’s premises or otherwise) which relate to the business,
        products, or services of the Company (including, without limitation, all
        such
        business ideas, prospects, proposals or other opportunities which are developed
        by Executive
        during
        his employment hereunder, or originated by any third party and brought to
        the
        attention of Executive
        during
        his employment hereunder, together with information relating thereto (including,
        without limitation, data, memoranda, opinions or other written, electronic
        or
        charted means, or any other trade secrets or other confidential or proprietary
        information of or concerning the Company)) (collectively, “Business
        Information”). Moreover, all documents, drawings, notes, files, data, records,
        correspondence, manuals, models, specifications, computer programs, E-mail,
        voice mail, electronic databases, maps, and all other writings or materials
        of
        any type embodying any such Business Information are and shall be the sole
        and
        exclusive property of the Company. Upon termination of Executive’s
        employment hereunder, for any reason, Executive
        promptly
        shall deliver all Business Information, and all copies thereof, to the Company.
        As a result of knowledge of confidential Business Information of third parties,
        such as customers, suppliers, partners, joint ventures, and the like, of
        the
        Company, Executive
        also
        agrees to preserve and protect the confidentiality of such third party Business
        Information to the same extent, and on the same basis, as the Company’s Business
        Information.

       

      Executive
        agrees
        that, during his employment, any inventions (whether or not patentable),
        concepts, ideas, expressions, discoveries, or improvements, including, without
        limitation, products, processes, methods, publications, works of authorship,
        software programs, designs, trade secrets, technical specifications, algorithms,
        technical data, know-how, internal reports and memoranda, marketing plans
        and
        any other patent or proprietary rights conceived, devised, developed, or
        reduced
        to practice, in whole or in part, by Executive
        during
        the term of his employment by the Company that pertain to hydrogen fuel
        technology (the “Developments”) are the sole and exclusive property of the
        Company on a worldwide basis as works made for hire or otherwise, and further
        that any revenue or other consideration obtained from the sale, license or
        other
        transfer or conveyance of any such Development, or a product or service
        incorporating such Development, is solely for the benefit of and becomes
        the
        property of the Company. To the extent a Development may not be considered
        work
        made by Executive
        for hire
        for the Company, Executive
        agrees
        to assign, and automatically assigns at the time of creation of the Development,
        without any requirement of further consideration, any and all right, title
        and
        interest he may have in such Development. Executive
        shall
        preserve each such Development as confidential and proprietary information
        of
        the Company. Executive
        shall
        promptly disclose each such Development and shall, upon demand, at the Company’s
        expense, execute and deliver to the Company such documents, instruments,
        deeds,
        acts and things as the Company may request to evidence or maintain the Company’s
        ownership of the Development, in any and all countries of the world, or to
        effect enforcement thereof, and to assign all rights, if any, of Executive
        in and
        to each of such Developments. In addition, Executive
        agrees
        not to publish or seek to publish any information whatsoever concerning any
        Development without the prior written consent of the Company, which may be
        withheld in its sole and absolute discretion.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Any
        inventions relating to the business of the Company that pertain to hydrogen
        fuel
        technology conceived or reduced to practice after Executive
        leaves
        the employ of the Company shall be conclusively deemed to have been conceived
        and/or reduced to practice during the period of the employment if conceived
        and/or reduced to practice within six months from termination of employment,
        and
        shall be subject to the terms of this Section 7(c).

       

      Non-Recruitment
        of Other Company Employees.
        During
        the term of Executive’s
        employment under this Agreement and for a period of two years thereafter,
        Executive
        will not
        directly or indirectly (i) recruit, solicit, encourage or induce any employee
        of
        the Company or any of its Affiliates to terminate such employment, (ii)
        otherwise disrupt any such employee’s relationship with the Company or its
        Affiliates, or (iii) whether individually or as owner, agent, employee,
        consultant or otherwise, hire, employ or offer employment to any person who
        is
        or was employed by the Company or an Affiliate thereof, whether or not such
        engagement is solicited by Executive.

       

      Non-Solicitation
        of Customers or Other Persons.
        

       

      During
        the term of Executive’s
        employment under this Agreement and for a period of two years thereafter,
        Executive
        shall
        not solicit, induce, or attempt to induce any past, current or potential
        customer of the Company or its Affiliates to (A) cease doing business in
        whole
        or in part with or through the Company or its Affiliates or otherwise disrupt
        any previously established relationship existing between such customer and
        the
        Company or its Affiliates, or (B) do business with any other person or entity
        which performs services materially similar to or competitive with those provided
        by the Company or its Affiliates. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      During
        the term of Executive’s
        employment under this Agreement and for a period of two years thereafter,
        Executive
        shall
        not solicit, induce, or attempt to induce any supplier, lessor, licensor,
        or
        other person who has a business relationship with the Company or its Affiliates,
        or who on the date Executive’s
        employment hereunder is terminated is engaged in discussions or negotiations
        to
        enter into a business relationship with the Company or its Affiliates, to
        discontinue or reduce the extent of such relationship with the Company or
        its
        Affiliates.

       

      Non-Competition
        with the Company.
        Executive
        acknowledges and agrees that the services which have been and will be performed
        by Executive
        for the
        Company or its Affiliates, whether during his employment with the Company
        or any
        Affiliates otherwise than pursuant to this Agreement, include services of
        a
        special, unique, unusual, extraordinary and intellectual character. Executive
        further
        acknowledges that the business of the Company and its subsidiaries is worldwide
        in scope, that Executive
        has been
        and will be an integral part of conceiving, developing, marketing and selling
        such products and services on a worldwide basis, and that the Company and
        its
        subsidiaries compete with other organizations that are or could be located
        in
        any part of the world. Executive
        further
        acknowledges that, by virtue of the character of his services, Executive
        will be
        deemed to have worked for the Company or its subsidiaries at any and every
        location and geographic area in which Executive’s
        services have been or will be applied on behalf of the Company or any subsidiary
        during his employment by the Company or any subsidiary whether pursuant to
        this
        Agreement or otherwise, irrespective of whether or not Executive
        was
        physically present at such location or geographic area. Therefore, Executive
        hereby
        covenants and agrees that during the term of Executive’s
        employment hereunder and for a period of two years thereafter, Executive
        will not
        directly or indirectly engage or invest in, own, manage, operate, control
        or
        participate in the ownership, management, operation or control of, be employed
        by, associated or connected with, or render services or advice to, any other
        business whose services, products or activities compete in whole or in part
        with
        the services, products or activities of the Company relating to Company’s
        hydrogen fuel technology or its subsidiaries, within all geographic areas
        worldwide in which Executive’s
        services were applied by the Company or its subsidiaries at any time during
        Executive’s
        employment by the Company or its subsidiaries otherwise than pursuant to
        this
        Agreement (except with respect to Synexus as provided herein).

       

      Reasonableness
        of Covenants.
        It is
        understood and agreed by the parties hereto that the covenants by Executive
        set
        forth in this Section 7 are essential elements of this Agreement and that
        but
        for Executive’s
        agreement to comply with such covenants, the Company would not have entered
        into
        this Agreement. The parties also acknowledge that the time, scope, geographic
        area and other provisions of Section 7(b) through 7(f) have been specifically
        negotiated at arm’s length by sophisticated commercial parties with peculiar
        knowledge of the Company’s business. It is further agreed that all such
        provisions are reasonable under the circumstances pertaining to the Company’s
        business and Executive’s
        key
        role therein, and necessary for the protection of the Company’s legitimate
        business interests. The Company and Executive
        have
        independently consulted their respective legal counsel and have been advised
        in
        all respects concerning the reasonableness and propriety of such covenants,
        with
        specific regard to the nature of the businesses conducted by the Company
        and its
        subsidiaries.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Injunctive
        Relief and Other Remedies with Respect to Covenants.
        Executive
        acknowledges and agrees that the covenants and obligations of Executive
        as set
        forth in this Section 7 relate to special, unique and extraordinary matters
        and
        that a violation of any of the terms of such covenants and obligations will
        cause the Company irreparable injury for which adequate remedies are not
        available at law. Executive
        further
        agrees that if, at any time, despite express agreement of the parties hereto,
        a
        court of competent jurisdiction holds that any portion of Section 7(b) through
        7(f) of this Agreement is unenforceable for any reason, the maximum permissible
        restrictions of time, scope or geographic area as determined by such court,
        will
        be substituted for any such restrictions held unenforceable. In the event
        Executive’s
        breach
        (or threatened breach in the case of clause (i) below) of any of the covenants
        and obligations set forth in this Section 7, Executive
        agrees
        that the Company will (i) be entitled to an injunction, restraining order
        or
        such other equitable relief restraining Executive
        from
        violating such covenants and obligations contained in this Section 7, without
        requiring the Company to post any bond or surety therefor, and (ii) have
        no
        further obligation to make any payments to Executive
        hereunder. These remedies are cumulative and are in addition to any other
        rights
        and remedies the Company may have at law or in equity, including, but not
        limited to, recovery of costs and expenses such as reasonable attorneys’ fees by
        reason of any such breach, actual damages sustained by the Company as a result
        of any such breach, and cancellation of any unpaid salary, bonus, commissions
        or
        reimbursements otherwise outstanding at such time.

       

      Applicability
        of Certain Sections.
        Notwithstanding the foregoing, the parties agree that Sections 7(d), 7(e)
        and
        7(f) shall be binding upon Executive
        only in
        the event that Executive
        voluntarily terminates his employment hereunder during the term of this
        Agreement without the consent of the Company and in the event that Executive
        is
        discharged by the Company for Disability or Cause.

       

      Successors;
        Binding Agreement.
        The
        terms and conditions of this Agreement shall inure to the benefit of and
        be
        binding upon the parties hereto and their respective successors and permitted
        assigns. Neither this Agreement nor any rights, interests or obligations
        hereunder may be assigned by any party hereto without the prior written consent
        of the other parties hereto; provided that the Company may assign any rights,
        interests or obligations hereunder to any successor (whether direct or indirect,
        by merger, purchase, consolidation or otherwise) to all or substantially
        all of
        the business and/or assets of the Company.

       

      Notice.
        All
        notices hereunder must be in writing and shall be deemed to have given upon
        receipt of delivery by: (a) personal delivery to the designated individual,
        (b)
        certified
        or
        registered mail, postage prepaid, return receipt requested, (c) a nationally
        recognized overnight courier service with confirmation of receipt or (d)
        facsimile transmission with confirmation of receipt. All such notices must
        be
        addressed as follows or such other address as to which any party hereto may
        have
        notified the other in writing. For the purpose of this Agreement, notices,
        demands and all other communications provided for in this Agreement shall
        be in
        writing and shall be deemed to have been duly given when delivered or (unless
        otherwise specified) mailed by United States certified or registered mail,
        return receipt requested, postage prepared, addressed as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      To
        the
        Company:

      


      520
        Post
        Oak Road

      Suite
        820

      Houston,
        Texas 77027

      Attention:
        William J. Berger

      


      To
        Executive:

      


      Kevin
        Shurtleff

      573
        East
        950 North

      Orem,
        Utah 84097

      


      or
        to
        such other address as any party may have furnished to the others in writing
        in
        accordance herewith, except that notices of change of address shall be effective
        only upon receipt.

      


      Miscellaneous.
        No
        provisions of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing signed by Executive
        and such
        officer of the Company as may be specifically designated by the Chief Executive
        Officer of the Company. No waiver by either party hereto at any time of any
        breach by the other party hereto of, or compliance with, any condition or
        provision of this Agreement to be performed by such other party shall be
        deemed
        a waiver of similar or dissimilar provisions or conditions at the same or
        at any
        prior or subsequent time. No agreements or representations, oral or otherwise
        express or implied, with respect to the subject matter hereof have been made
        by
        either party which are not set forth expressly in this Agreement.

       

      Validity.
        The
        invalidity or unenforceability of any provision or provisions of this Agreement
        shall not affect the validity or enforceability of any other provision of
        this
        Agreement, which shall remain in full force and effect.

       

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

       

      Entire
        Agreement.
        This
        Agreement sets forth the entire agreement of the parties hereto in respect
        of
        the subject matter contained herein and supersedes all prior agreements,
        promises, covenants, arrangements, communications, representations or
        warranties, whether oral or written, by any officer, employee or representative
        of any party hereto; and any prior agreement of the parties hereto in respect
        of
        the subject matter contained herein is hereby terminated and
        canceled.

       

      Governing
        Law.
        This
        Agreement shall be construed and enforced in accordance with and governed
        by the
        internal laws of
        the
        State of Texas without regard to principles of conflict of laws.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      IN
        WITNESS WHEREOF, the parties have executed this Agreement on the date and
        year
        first above written.

      
        	 	 	 
	 	COMPANY:
	 	 
	 	TRULITE, INC.
	 	 
	 	By:	
                 /s/ John Sifonis

                
                  

                

                
                  Name:
                    John Sifonis

                  Title:
                    Chief Executive Officer and President

                

              	 	
                 

              
	 	 
	 	


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Exhibit
        A 

      to
        Employment Agreement

      


      Technical
        Questions

      


      
        	1.  	
                What
                  is the purity of the hydrogen stream exiting the
                  reformer?

              


      

      
        	2.  	
                How
                  quickly does the catalyst saturate with carbon? Does this stop
                  the
                  decomposition?

              


      

      
        	3.  	
                What
                  is the optimum decomposition
                  temperature?

              


      

      
        	4.  	
                Does
                  the oxidation stage generate enough heat to power the decomposition
                  stage?

              


      

      
        	5.  	
                Is
                  sulfur removed from the fuel by the decomposition
                  process?

              


      

      
        	6.  	
                How
                  much CO, NOx, SOx does the oxidation cycle
                  produce?

              


      

      
        	7.  	
                Do
                  the heat recuperators effectively vaporize liquid
                  fuels?

              


      

      
        	8.  	
                What
                  is the overall conversion efficiency of the
                  C2DR?

              


      

      
        	9.  	
                How
                  expensive will the C2DR system be to
                  manufacture?