To: John Berger From: John E. Ligums Re: Trulite, Inc./Jelco, Inc. Consulting Agreement April 25, 2006
Exhibit
10.23
To:
Xxxx Xxxxxx
From:
Xxxx X. Xxxxxx
Re:
Trulite, Inc./Jelco, Inc. Consulting Agreement
April
25,
2006
Thank you for the confidence that you have shown Jelco, Inc. (Jelco) by agreeing
to hire us to assist you in the going public and capital raising process for
Trulite, Inc. (Trulite). My understanding of the terms of our agreement is
as
follows:
| 1) |
Trulite
desires to go public through the filing of a Form 10SB with the SEC
followed by the filing of a Form 15C-211 with NASDAQ in order to permit
its stock to trade on the NASDAQ Bulletin Board. The 10SB has been
filed
and been declared Effective. The 15C-211 will be filed in the immediate
future. Jelco will assist Trulite with identifying an NASD member firm
to
make this filing and will coordinate the effort until it is completed.
|
| 2) |
Trulite
seeks to raise Bridge Capital to see it through its larger financing
which
will take place as soon as possible after the stock is trading. Jelco
will
assist Trulite in raising this capital by introducing certain parties
that
may help Trulite in the public markets.
|
| 3) |
Trulite
desires to file a Form SB-2 registration statement with the SEC. Jelco
will coordinate with Trulite and its professionals until the filing
is
declared Effective.
|
| 4) |
Trulite
desires to raise significant capital in the public markets as soon
as
possible after the SB-2 is declared Effective. Jelco will assist Trulite
in this endeavor by introducing the Company to NASD Member Firms who
might
have an interest in raising this money.
|
| 5) |
It
is anticipated that Trulite’s capital requirements will be on-going. Jelco
will continue to assist Trulite in its search for capital through NASD
Member Firms.
|
| 6) |
Jelco
will be available to the management of Trulite on an “As- Needed” basis
for general consulting advice throughout this
process.
|
| 7) |
The
length of this commitment shall be two years from execution of this
agreement.
|
In
exchange for its efforts Jelco shall receive the following
compensation:
| 1) |
50,000
shares of Trulite’s restricted common stock which shall be included in
Trulite’s currently anticipated SB-2
filing.
|
| 2) |
150,000
5-Year warrants to purchase Trulite’s common stock at a strike price of
$3. The shares underlying these warrants shall be included in currently
anticipated registration statement.
|
| 3) |
Jelco
shall be responsible for all of its own reasonable and customary expenses
including but not limited to travel, entertainment, lodging and
communications.
|
| 4) |
Jelco
shall serve Trulite as a consultant and not as an officer, director
or
employee.
|
I look forward to continuing to work with you on this exciting project. If
this
memorandum accurately reflects your understanding of our agreement please
indicate by signing below.
Acknowledged
and Accepted
| Trulite, Inc. | Jelco, Inc | ||
| By | By | ||
 |
 |
