Unassociated Document


    

      Exhibit
        10.5

      


      Trulite,
        Inc.

      520
        Post Oak Boulevard

      Suite
        820

      Houston,
        Texas 77027

      713-888-0660

       

      March
        22,
        2005

      


      Jerry
        Metz

      3703
        Everton Drive

      Flower
        Mound, TX 75022

      


      Re: Offer
        of Employment with Trulite, Inc.

      


      Dear
        Jerry,

      


      On
        behalf
        of Trulite, Inc., a Delaware corporation (the “Company”),
        I am
        pleased to invite you to join the Company as its Director of Manufacturing
        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 28
        March 2005. This offer will expire on 25 March 2005.

      


      The
        terms
        of this offer of employment are as follows:

      


      Compensation.
        The
        Company will pay you a salary of $ 4,365.39 per pay period payable in accordance
        with the Company’s standard payroll policies, including compliance with
        applicable withholding. This is equivalent to $113,500 per year. You are
        also
        eligible for an individual bonus of $20,000 based on performance objectives
        and
        an extra $5,000.00 based on stretch 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. You are also eligible
        for a
        relocation allowance, as we have discussed in the interviewing
        process.

      


      Stock
        Option.
        Subject
        to approval by the Company’s Board of Directors, you will be granted an option
        to purchase 91,250 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: fifteen
        percent (15%) percent of the shares subject to any option will become
        exercisable on the first anniversary of your employment with the Company;
        twenty
        percent (20%) of the shares subject to any option will become exercisable
        on the
        second anniversary of your employment with the Company; twenty five percent
        (25%) of the shares subject to any option will become exercisable on third
        anniversary of your employment with the Company; and, forty percent (40%)
        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	 /s/ John Sifonis	 	 	 
	
                  John
                    Sifonis

                  President,
                    TRULITE, INC.

                	 	 	
                
	 	 	 	 	 
	AGREED TO AND ACCEPTED:	 	 	 
	“Employee”	 	 	 
	 	 	 	 
		 	 	 
	 	 	 	 
	
                  Date:
                    March 29, 2005