Unassociated Document


    

      Exhibit
        10.13

      


      WAIVER
        AGREEMENT

      


      This
        Waiver Agreement (this “Agreement”) is dated and effective as of this
        22nd
        day of
        July, 2004, by and among Trulite Technology, LC, a Utah limited liability
        company (the “Company”), and Kevin Shurtleff and Andrew Neilson, each a member
        of the Company (collectively, the “Members”).

      


      WHEREAS,
        the Members, collectively, own all the Membership Interests of the Company
        (the
“Interests”); 

      


      WHEREAS,
        pursuant to the Operating Agreement of the Company (the “Operating Agreement”),
        dated and effective as of July 17, 2002, certain restrictions on the sale
        or
        other transfers of the Interests of the Company were imposed;

      


      WHEREAS,
        pursuant to a contribution agreement (the “Contribution Agreement”), the Members
        desire to transfer their Interests of the Company to Trulite, Inc., a
        newly-formed Delaware corporation; 

      


      WHEREAS,
        in order to complete the transactions contemplated by the Contribution
        Agreement, each Member and the Company must waive all of its rights with
        respect
        to the transfer restrictions set forth in Article VI of the Operating Agreement;
        and

      


      WHEREAS,
        Article VI of the Operating Agreement creates a right of first refusal in
        favor
        of the Company and the Members, pursuant to which no Interests of the Company
        can be transferred, unless the Interests have first been offered for sale
        to the
        Company and, if the Company should fail or refuse to accept the offer, then
        to
        the Members.

      


      NOW,
        THEREFORE, in accordance with the above, (i) the Company hereby irrevocably
        waives, and refuses to exercise, the right of first refusal in its favor
        as
        described in Article VI of the Operating Agreement with respect to any transfer
        of any Interests of the Company, and (ii) each of the Members hereby irrevocably
        waives, and refuses to exercise, the right of first refusal in its favor
        as
        described in Article VI of the Operating Agreement with respect to any transfer
        of its Interests of the Company that has taken place prior to the date hereof,
        or which will take place in connection with the transactions the subject
        of the
        Contribution Agreement.

      


      IN
        WITNESS WHEREOF, the parties have executed and delivered this Agreement as
        of
        the date first written above. This Agreement may be executed in one or more
        counterparts, each of which will be deemed to be an original copy of this
        Agreement and all of which, when taken together, will be deemed to constitute
        one and the same agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        
          	 	
                  
                    TRULITE
                      TECHNOLOGY, LC

                  

                	 	 	 
	 	 	 	 	 
	
                  By:


                	 	 	 	 
	 	
                  
                  

                	 	 	 
	 	
                   /s/
Kevin
                    Shurtleff

                	 	
                
	 	
                  Title:
                    Manager 

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  
                     /s/
Kevin
                      Shurtleff

                  

                	 	 
	 	
                  Member

                	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	
                  
                    /s/
                      Andrew Nielson

                  

                	 	 
	 	
                  Member