Exhibit
        10.11

       

      


      TRULITE,
        INC.

      STOCK
        OPTION PLAN

      


      


      1. Purpose.
        The
        purpose of the Stock Option Plan (the “Plan”) of Trulite, Inc. (“Trulite”) is to
        increase shareholder value and to advance the interests of Trulite and its
        subsidiaries (collectively, the “Company”) by furnishing an economic incentive
        in the form of options (“Options”) to purchase shares of common stock, $.0001
        par value per share, of Trulite (the “Common Stock”) designed to attract, retain
        and motivate employees, officers, directors, consultants and advisors of
        the
        Company and to strengthen the mutuality of interests between such persons
        and
        the shareholders of Trulite. As used in the Plan, the term “subsidiary” means
        any corporation of which Trulite owns, directly or indirectly (within the
        meaning of Section 425(f) of the Internal Revenue Code of 1986, as amended
        (the
“Code”), 50% or more of the total combined voting power of all classes of
        stock.

      


      Options
        granted under the Plan will be non-qualified options. Each employee, officers,
        directors, consultants and advisors of the Company granted an Option (an
        “Optionee”) shall enter into an agreement with the Company (the “Stock Option
        Agreement”) setting forth the terms and conditions of the Option, as determined
        in accordance with this Plan.

      


      2. Administration.

      


      2.1. Composition.
        The Plan
        shall be administered by the Board of Directors of Trulite (the “Board”), which
        may from time to time delegate all or any part of its authority under the
        Plan
        to a committee of the Board (or subcommittee thereof) with two or more members.
        To the extent of any such delegation, unless otherwise provided herein,
        references in this Plan to the Board shall be deemed to be references to
        this
        committee or subcommittee.

      


      2.2. Authority.
        The
        Board shall have authority to award Options under the Plan, to interpret
        the
        Plan and the Options granted under the plan; to determine the time or times
        an
        Option may be exercised, the number of shares as to which an Option may be
        exercised at any one time, and when an Option may terminate; to establish,
        amend
        and revoke rules and regulations relating to the Plan and its administration;
        and to correct any defects, supply any omission, or reconcile any inconsistency
        in the Plan, or in any Option Agreement, in a manner and to the extent it
        shall
        deem necessary, all of which determinations and interpretations made by the
        Board or the designated committee shall be conclusive and binding on all
        Optionees and on their legal representatives and beneficiaries; to determine
        all
        questions of policy and expediency that may arise in the administration of
        the
        Plan and generally exercise such powers and perform such acts as deemed
        necessary or expedient to promote the best interests of the
        Company.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      3. Eligible
        Participants.
        Employees, directors, consultants and advisors shall become eligible to receive
        Options under the Plan when designated by the Board. Participants may be
        designated individually or by groups or categories as the Board deems
        appropriate.

      


      4. Shares
        Subject to the Plan.

      


      4.1. Number
        of Shares.
        Subject
        to the provisions of paragraph 7.5 below the Stock, which may be issued pursuant
        to Options granted under the Plan, shall not exceed the aggregate of one
        million
        seven hundred twenty one thousand six hundred and sixty five shares (1,721,665).
        

      


      4.2. Cancellation.
        If any
        Options granted under the Plan terminate, expire or are surrendered without
        having been exercised in full, the number of shares of Stock not purchased
        under
        such Options shall be available again for the purpose of the Plan. 

      


      4.3. Type
        of Common Stock.
        Common
        Stock issued under the Plan in connection with Options may be authorized
        and
        unissued shares or issued shares held as treasury shares. 

      


      5. All
        Stock Options.
        An
        Option is a right to purchase shares of Common Stock from Trulite. Both
        non-qualified options and, subject to the requirements of Section 6 hereof,
        incentive stock options under Section 422 of the Internal Revenue Code of
        1986,
        as amended (the “Code”) may be granted through the Plan. Each Option granted by
        the Board under the Plan shall be subject to the following terms and conditions
        and any other terms and conditions provided in the stock option agreement
        with
        the participant (the “Stock Option Agreement”):

      


      5.1. Price.
        The
        option price per share shall be determined by the Board. Except in the case
        of
        an Option granted in assumption of or substitution for an award of a company
        acquired by Trulite or with which Trulite has combined, the option price
        shall
        be no less than the “Fair Market Value” of a share of Common Stock, as defined
        in Section 7.9 hereof, on the date that an Option is granted or such later
        date,
        specified by the Board, as the Option is to take effect. 

      


      5.2. Number.
        The
        number of shares of Common Stock subject to an Option shall be determined
        by the
        Board and provided in the Stock Option Agreement, subject to adjustment as
        provided in Section 7.5 hereof.

      


      5.3. Duration.
        Subject
        to earlier termination as provided in Section 7.3 hereof, the term of each
        Option shall be determined by the Board and provided in the Stock Option
        Agreement.

      


      5.4. Time
        of Exercise.
        An
        Option may be exercised at such time or times during its term as shall be
        determined by the Board and provided in the Stock Option Agreement. The Board
        may declare all or a portion of the Options to be vested and exercisable
        at any
        time.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      5.5. Manner
        of Exercise.
        An
        Option may be exercised, in whole or in part, by giving written notice to
        Trulite, specifying the number of shares of Common Stock to be purchased
        and
        accompanied by the full exercise price for such shares. The option exercise
        price shall be payable upon exercise of the Option and may be paid in cash
        or by
        check. If the Common Stock is listed for trading on a national securities
        exchange or prices of the Common Stock are quoted on a national quotation
        system, the option exercise price may also be paid by delivery of shares
        of
        Common Stock in payment of all or any part of the exercise price, which shares
        shall be valued for this purpose at the Fair Market Value on the date such
        Option is exercised or by delivery of a properly executed exercise notice
        together with irrevocable instructions to a broker approved by Trulite (with
        a
        copy to Trulite) to promptly deliver to Trulite the amount of sale or loan
        proceeds to pay the exercise price. The exercise price may also be paid in
        such
        other manner as may be authorized from time to time by the Board. In the
        case of
        delivery of an uncertified check upon exercise of an Option, no shares shall
        be
        issued until the check has been paid in full. Prior to the issuance of shares
        of
        Common Stock upon the exercise of an Option, a participant in the Plan shall
        have no rights as a shareholder with respect to such shares.

      


      6. Incentive
        Stock Options.
        Notwithstanding anything in the Plan to the contrary, the following additional
        provisions shall apply to the grant of Options that are intended to qualify
        as
        incentive stock options (as such term is defined in Section 422 of the
        Code):

      


      6.1. Required
        Provisions.
        Any
        incentive stock option granted under the Plan shall contain such other
        provisions as the Board shall deem advisable, but shall in all events be
        consistent with and contain or be deemed to contain all provisions required
        in
        order to qualify the Option as an incentive stock option;

      


      6.2. Date
        of Grant.
        The
        Board of Directors will determine the date in which all of the stock options
        will be granted. 

      


      6.3. Duration.
        Unless
        sooner exercised, all incentive stock options shall expire no later than
        seven
        years after the date of grant; 

      


      6.4. Principal
        Shareholders.
        Unless
        the requirements of Section 422(c) (5) of the Code are met, no incentive
        stock
        option shall be granted to any participant who, at the time such option is
        granted, would own (within the meaning of Section 422 of the Code) stock
        possessing more than 10% of the total combined voting power of all classes
        of
        stock of the employer corporation or of its parent or subsidiary corporation;
        

      


      6.5. Limitation
        on Size of Grants.
        The
        aggregate Fair Market Value (determined with respect to each incentive stock
        option as of the time such incentive stock option is granted) of the Common
        Stock with respect to which incentive stock options are exercisable for the
        first time by a participant during any calendar year (under the Plan or any
        other plan of the Company) shall not exceed $100,000. To the extent that
        such
        limitation is exceeded, such Options shall not be treated, for federal income
        tax purposes, as incentive stock options;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      6.6. Approval
        by Shareholders.
        Incentive stock options may be granted under the Plan only if the Plan has
        been
        approved by the shareholders of the Company within 12 months of the date
        of
        adoption of the Plan by the Board of Directors; and

      


      7. General.

      


      7.1. Duration.
        The Plan
        shall remain in effect until all Options granted under the Plan have either
        been
        satisfied by the issuance of shares of Common Stock or terminated under the
        terms of the Plan. 

      


      7.2. Non-transferability
        of Options.
        No
        Option may be transferred, pledged or assigned by the holder thereof (except,
        in
        the event of the holder’s death, by will or the laws of descent and
        distribution) and Trulite shall not be required to recognize any attempted
        assignment of such rights by any participant in the Plan. During the lifetime
        of
        any participant in the Plan, an Option may be exercised only by him or by
        his
        guardian or legal representative.

      


      7.3. Effect
        of Termination of Employment or Death.
        If a
        participant in the Plan ceases to be an employee, director, consultant or
        adviser to the Company for any reason, including death, any Options may be
        exercised or shall expire at such times as shall be set forth in the Stock
        Option Agreement.

      


      7.4. Additional
        Condition.
        Anything
        in this Plan to the contrary notwithstanding: (a) Trulite may, if it shall
        determine it necessary or desirable for any reason, at the time of award
        of any
        Option or the issuance of any shares of Common Stock pursuant to any Option,
        require the recipient of the Option, as a condition to the receipt thereof
        or to
        the receipt of shares of Common Stock issued pursuant thereto, to deliver
        to
        Trulite a written representation of present intention to acquire the Option
        or
        the shares of Common Stock issued pursuant thereto for his own account for
        investment and not for distribution; and (b) if at any time Trulite further
        determines, in its sole discretion, that the listing, registration or
        qualification (or any updating of any such document) of any Option or the
        shares
        of Common Stock issuable pursuant thereto is necessary on any securities
        exchange or under any federal or state securities or blue sky law, or that
        the
        consent or approval of any governmental regulatory body is necessary or
        desirable as a condition of, or in connection with the award of any Option
        or
        the issuance of shares of Common Stock pursuant thereto, such Option shall
        not
        be awarded or such shares of Common Stock shall not be issued, in whole or
        in
        part, unless such listing, registration, qualification, consent or approval
        shall have been effected or obtained free of any conditions not acceptable
        to
        Trulite.

      


      7.5. Adjustment.
        In the
        event of any recapitalization, reclassification, stock dividend, stock split,
        reverse stock split, combination of shares or other similar change in the
        Common
        Stock, the number of shares of Common Stock then subject to the Plan, including
        shares subject to Options, shall be adjusted in proportion to the change
        in
        outstanding shares of Common Stock. In the event of any such adjustments,
        the
        exercise price of any Option and the shares of Common Stock issuable pursuant
        to
        any Option shall be adjusted as and to the extent appropriate, in the reasonable
        discretion of the Board, to provide participants in the Plan with the same
        relative rights before and after such adjustment. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      7.6. Withholding.
        The
        Company shall have the right to withhold at the time an Option is exercised
        or
        to collect as a condition of exercise, any taxes required by law to be withheld.
        At any time that a participant in the Plan is required to pay to the Company
        an
        amount required to be withheld under applicable income tax laws in connection
        with exercise of an Option, such participant may, if permitted by the Board,
        satisfy this obligation in whole or in part by electing to have the Company
        withhold from the exercise, shares of Common Stock having a value equal to
        the
        amount required to be withheld (the “Election”). The value of the shares of
        Common Stock to be withheld shall be based on the Fair Market Value of the
        Common Stock on the date that the amount of tax to be withheld shall be
        determined (the “Tax Date”). Each Election must be made prior to the Tax Date.


      


      7.7. No
        Continued Employment.
        No
        participant under the Plan shall have any right, because of his or her
        participation therein, to continue in the employ of the Company for any period
        of time or to any right to continue his or her present or any other rate
        of
        compensation.

      


      7.8. Amendment
        of the Plan.
        The
        Board may amend or discontinue the Plan at any time; provided, however, that
        no
        such amendment or discontinuance shall, subject to adjustment under Section
        7.5
        hereof, materially impair, without the consent of the recipient, an Option
        previously granted, and provided further that shareholder approval of a material
        amendment may be required if incentive stock options are to be
        granted.

      


      7.9. Definition
        of Fair Market Value.
        Whenever
“Fair Market Value” of Common Stock shall be determined for purposes of this
        Plan, it shall be determined as follows: (a) if the Common Stock is listed
        on an
        established stock exchange or any automated quotation system that provides
        sale
        quotations, the closing sale price for a share of the Common Stock on such
        exchange or quotation system on the applicable date, or if no sale of the
        Common
        Stock shall have been made on that date, on the next preceding date on which
        there was a sale of the Common Stock; or (b) if the Common Stock is not listed
        on any exchange or quotation system, but bid and asked prices are quoted
        and
        published, the mean between the quoted bid and asked prices on the applicable
        date, and if bid and asked prices are not available on such date, on the
        next
        preceding day on which such prices were available; or (c) if the Common Stock
        is
        not listed on an exchange or quotation system and bid and asked prices are
        not
        quoted and published, as determined by the Board in good faith.

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      7.10. Governing
        Law.
        The Plan
        and the Stock Option Agreement shall be construed in accordance with the
        laws of
        the State of Texas, without regard to the conflict of law provisions of any
        jurisdiction.

      


      7.11. Term
        of the Plan. The
        Plan
        has an indefinite term.

      


      7.12. Approved.
        The
        structure of the plan and the wording for the Stock Option Agreement for
        the
        Grant of Non-Qualified Stock Options was approved at the April 11, 2005 Board
        of
        Directors Meeting.