Trulite,
      Inc.

    3
      Riverway, Ste. 1700

    Houston,
      Texas 77056


    


    August
      7,
      2006

    


    Mr.
      Jonathan Godshall

    5360
      Spring Park 

    Houston,
      TX 77056 

    


    Dear
      Mr.
      Godshall:

    


    Trulite,
      Inc., a Delaware corporation (“Trulite”),
      is
      pleased to offer you employment beginning July31, 2006, on the terms described
      below. 

     

    1.  Duties
      of Employee.
      You
      will serve as President and Chief Executive Officer of Trulite, with the duties
      and responsibilities customary to that position including management team build
      out and oversight, board involvement, fund raising, product development, market
      development and maintaining the financial health of the Company. This position
      reports to the Board of Directors of Trulite. You will be required to perform
      faithfully and diligently the services and functions relating to this position
      or otherwise reasonably incident to this position as may be designated from
      time
      to time by the Board of Directors of Trulite. You must devote time, attention,
      energies and business efforts to your duties as are reasonably necessary to
      carry out your duties. By signing this letter, you confirm that you are under
      no
      contractual or other legal obligations that would prohibit you from performing
      your duties with Trulite starting August 7, 2006.

     

    2.  Location.
      You
      will initially work out of the Trulite offices located at Three Riverway, Suite
      1050, Houston, Texas. 

     

    3.  Compensation
      and Employee Benefits.
      As
      compensation for the services rendered by you as described above, you shall
      be
      entitled to receive the following:

     

    (a)  Salary.
      Your
      initial base salary will be paid at a rate equal to One Hundred Twenty Thousand
      and 00/100 Dollars ($120,000.00) per year and will be payable on Trulite’s
      regular payroll dates. After the current round of fundraising occurs, or by
      November 30, 2006, whichever occurs sooner, your salary will increase to a
      rate
      equal to Two Hundred Thousand and 00/100 Dollars ($200,000.00) per year and
      will
      be payable on Trulite’s regular payroll dates.

     

    (b)  Benefits.
      As long
      as they are kept in force by Trulite, you shall be entitled to participate
      in
      and receive company benefits as set out in the Trulite Human Resource’s
      Guidelines. Trulite reserves the right to amend, modify or otherwise change
      the
      terms and conditions of such benefits upon notice to you.

     

    (c)  Bonus.
      Within
      six (6) months of hire, you will be required to develop a cash incentive plan
      for yourself and other employees (the “Cash
      Incentive Plan”).
      You
      will establish performance goals applicable to the Cash Incentive Plan. After
      review by the Board of Directors, the Cash Incentive Plan will take effect
      on
      the date determined by the Board of Directors.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d)  Vacation
      and Holidays.
      You
      will receive (i) a paid vacation of not less than two (2) weeks per year, and
      (ii) all standard holidays of Trulite, as determined by Trulite from time to
      time. Unused vacation days will not accrue and will not carry over from one
      year
      to the next. The time for such vacations shall be selected by you and approved
      by the Chairman of the Board of Trulite. Vacation eligibility shall be effective
      from the date of employment. Additional vacation time, but in no instance more
      than a total of four weeks in any year, may be granted by the Chairman of the
      Board after taking into consideration the requirements of the
      business.

     

    (e)  Stock
      Consideration.
      Subject
      to approval by the Company’s Board of Directors, which approval shall not be
      unreasonably withheld, you will be granted an option to purchase 5 percent
      on a
      fully diluted basis (excluding warrants) of the shares of the Company’s Common
      Stock at the fair market value on the date the Board approves the option grant,
      which is 676,626 shares. Subject to Board approval, options will be granted
      at
      the time this offer letter is approved by the Board. Additional options for
      5%
      of any new stock issued and any new options issued (excluding warrants and
      options issued to you) after the date of the first grant will be granted at
      the
      time that the currently anticipated round of financing is completed or by
      December 31, 2006, whichever is earlier. Vesting will be over a four year
      period: twenty five percent (25.0%) of the shares subject to any option will
      become exercisable on June 15, 2007; twenty five percent (25.0%) of the shares
      subject to any option will become exercisable June 15, 2008; twenty five percent
      (25.0%) of the shares subject to any option will become exercisable on June
      15,
      2009; and, twenty five percent (25.0%) of the shares subject to any option
      will
      become exercisable on June 15, 2010. Options will be exercisable for no more
      than seven years from the date of your employment with the Company. There will
      be an acceleration of vesting on change of control, merger, or buyout of the
      company.

     

    4.  Term.
      The
      initial term of employment shall be for twelve (12) months beginning August
      7,
      2006. If Trulite elects not to renew your contract on the one year anniversary
      of employment, you will receive your base salary in effect at that time for
      a
      period of one hundred twenty (120) days as a severance package. Either you
      or
      Trulite may terminate your employment at any time and for any reason during
      the
      employment term. However, Paragraph 5 of this Agreement governs the terms and
      conditions that apply upon termination that occurs prior to the end of the
      one-year term.

     

    5.  Termination.
      If the
      employment relationship is ended prior to the conclusion of the one-year term,
      the following terms and conditions apply:

     

    (a)  Termination
      with Cause.
      In the
      event of termination for Cause (defined below) by Trulite, you will be entitled
      to receive the base salary then in effect for a period of one (1) month from
      the
      termination date. You shall also have ninety (90) days to exercise stock options
      vested if terminated for cause. A “Cause”
event
      within this section means any of the following: (i) the wrongful appropriation
      for your own use or benefit of property or money entrusted to you by Trulite;
      (ii) your conviction for fraud, misappropriation or embezzlement, or any felony
      of moral turpitude; (iii) your continued willful disregard of your duties and
      responsibilities as determined in good faith by the Board of Directors and
      after
      written notice from the Chairman of the Board of such disregard and your failure
      to cure within thirty (30) days of such written notice; (iv) your continued
      violation of Trulite policy after written notice and failure to cure within
      thirty (30) days of such written notice (other than policies as to drug or
      alcohol abuse for which no notice and cure period shall be required); or (v)
      your material breach of any of the terms set out in this offer letter as
      determined in good faith by the Board of Directors and failure to cure such
      breach within thirty (30) days of written notice from the Chairman of the Board
      of such material breach. Trulite and you agree that “cause” and “for cause”
shall not include: (x) any act or omission that was based upon (A) authority
      given pursuant to a resolution duly adopted by the Board, (B) instructions
      of
      the Chairman of the Board of Trulite or (C) the advice of counsel for Trulite,
      or (y) any act or omission that you believed in good faith to have been in
      the
      interest of the Company, without the intent on your part to gain therefrom,
      directly or indirectly, a personal profit or benefit to which you were not
      otherwise legally entitled. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (b)  Termination
      without Cause or Voluntary Resignation by You for Good Reason.
      Trulite
      may terminate without cause or you may voluntarily resign your position with
      Trulite for Good Reason (defined below), at any time on thirty (30) days advance
      written notice. Your employment will terminate at the end of the thirty (30)
      day
      period. In the event of such termination by Trulite or Good Reason resignation
      by you, you will be entitled to receive the base salary then in effect for
      a
      period of six (6) months from the termination date. Stock options previously
      granted and not yet exercised will continue to vest for twelve (12) months
      following such termination or Good Reason resignation per the appropriate
      vesting schedule. Options will expire if not exercised within twelve (12) months
      after such termination date. For purposes of this subsection (b), “Good Reason”
shall mean circumstances in which: (i) Trulite’s material breach of any terms
      set out in this offer letter and failure of Trulite to cure such breach within
      thirty (30) days after receiving written notice from you of such breach; (ii)
      your base salary is reduced below your base salary in effect from time to time
      pursuant to this offer letter; (iii) any material adverse change in your fringe
      benefits, unless such change applies similarly to all participants of such
      fringe benefit plans/policies or applies equally to all similarly situated
      executives; (iv) your position and/or duties are materially modified or you
      no
      longer report to the Board of Directors.. If you are terminated without cause
      or
      voluntarily resign for Good Reason, you will be reimbursed for any and all
      relocation expenses.

     

    (c)  Termination
      by You in Your Sole Discretion.
      You may
      voluntarily resign your employment in your sole discretion. In such case you
      shall, not less than sixty (60) days prior the last day of your employment
      (the
“Effective
      Termination Date”),
      give
      the Board of Directors written notice your intention to terminate employment
      with Trulite. In the event you terminate your employment , (i) the only
      compensation to which you will be entitled will be payment of your base salary
      (then in effect) through the effective termination date, and (ii) stock options
      will continue to vest up to, and through, the Effective Termination
      Date.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    6.  Confidentiality.
      You
      will be required, as a condition of your employment with Trulite, to strictly
      maintain the confidentiality of any confidential business matters pertaining
      to
      Trulite. You agree not to use any confidential information acquired during
      your
      employment for your own personal benefit or for the benefit of persons other
      than Trulite. You agree that your obligations under this paragraph shall
      continue in effect after termination of your employment, regardless of the
      reason or reasons for termination, and whether such termination is voluntary
      or
      involuntary on your part.

     

    7.  Non-Compete
      Agreement.
      At the
      inception of your employment with Trulite, you will be required to sign a
      non-compete agreement related to the Trulite chemical hydride and fuel cell
      technology as it relates to current Trulite products which would remain in
      effect for twelve (12) months after termination of employment.

     

    8.  No
      Conflicting Obligations.
      By
      accepting this offer, you represent and warrant that your acceptance of
      employment with Trulite does not and will not breach any agreement to keep
      in
      confidence any trade secrets or other confidential data, knowledge or
      information, which you previously acquired in trust or confidence. Trulite
      agrees that you may serve on the Board of Directors of up to two companies
      other
      than Trulite, including your current position on the Board of First Texas
      Holdings, as long as those companies do not compete with Trulite and as long
      as
      such duties do not materially interfere with your responsibilities in your
      position with Trulite.

     

    9.  Withholding
      Taxes.
      All
      forms of compensation in this letter are subject to applicable withholding
      and
      payroll taxes.

     

    10.  Choice
      of Law, Venue and Forum.
      This
      agreement, the entire relationship of the parties hereto, and any litigation
      between the parties (whether grounded in contract, tort, statute, law or equity)
      shall be governed by, construed in accordance with, and interpreted pursuant
      to
      the laws of the State of Texas, without giving effect to its choice of laws
      principles. Exclusive venue for any litigation between the parties hereto shall
      be in Harris County, Texas, and shall be brought in the State District Courts
      of
      Harris County, Texas, or in the United States District Court for the Southern
      District of Texas, Houston Division. The parties hereto waive any challenge
      to
      personal jurisdiction or venue (including without limitation a challenge based
      on inconvenience) in Harris County, Texas, and specifically consent to the
      jurisdiction of the State District Courts of Harris County and the United States
      District Court for the Southern District of Texas, Houston
      Division.

     

    11.  Entire
      Agreement.
      This
      letter supersedes and replaces any prior understandings or agreements, whether
      oral, written or implied, between you and Trulite regarding the matters
      described in this letter.

     

    12.  Invalid
      Provisions.
      Should
      any portion of this letter be adjudged or held to be invalid, unenforceable
      or
      void, such holding shall not have the effect or invalidating or voiding the
      remainder of this agreement and the parties hereby agree that the portion so
      held invalid, unenforceable or void shall, if possible, be deemed amended or
      reduced in scope, or otherwise be stricken from this letter to the extent
      required for the purposes of validity and enforcement thereof. 

     

    If
      you
      wish to accept this offer, please sign and date one of the enclosed copies
      of
      this letter and return to William J. Berger, Chairman of the Board of Trulite.
      As required by law, your employment with Trulite is also contingent upon your
      providing legal proof of your identity and authorization to work in the United
      States.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      you
      have any questions related to this offer of employment, please feel free to
      call
      me.

    
      	 	 	 
	 	Sincerely,


              Trulite,
                Inc.

              (a
                Delaware Corporation)

            
	 
 	 
 	 
 
	 	By:  	William
              J. Berger
	 	
              
William
              J. Berger, Chairman of the Board 
	 	 


    

     

    I
      have
      read and accept this employment offer. I understand my start date is August
      7,
      2006. I understand that either I or Trulite may terminate the employment
      relationship at any time, subject to the terms of this offer
      letter.

     

    


     

    
      	/s/ Jonathan Godshall	8/7/2006
	Jonathan Godshall	Effective
              Date