Exhibit
      10.48

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
      TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
      PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              Date
                of Issuance

            	 	
              Void
                after

            
	
              April
                13, 2006

            	 	
              April
                13, 20011

            


    

    


    TRULITE,
      INC.

    


    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

     

    This
      Warrant is issued to [SHAREHOLDER], an [INDIVIDUAL OR ENTITY], or [HIS, HER
      OR
      ITS] assigns (the “Holder”)
      by
      Trulite, Inc., a Delaware corporation (the “Company”).

    


    1.
      Purchase
      of Shares.

    


    
      	c)  	
              Number
                of Shares.
                Subject to the terms and conditions set forth herein, the Holder
                is
                entitled, upon surrender of this Warrant at the principal office
                of the
                Company (or at such other place as the Company shall notify the Holder
                in
                writing), to purchase from the Company up to [NUMBER OF SHARES] [(NUMBER)]
                fully paid and nonassessable shares of the Company’s common stock, par
                value $0.0001 per share (the “Common
                Stock”).

            


    

    
      	d)  	
              Exercise
                Price.
                The exercise price for the shares of Common Stock issuable pursuant
                to
                this Section 1 (the “Shares”) shall be Three Dollars ($3.00) per share
                (the “Exercise Price”). The Shares and the Exercise Price shall be subject
                to adjustment pursuant to Section 10
                hereof.

            


    

    


      
      2. Exercise
      Period. This Warrant shall be exercisable, in whole or in part, during the
      term commencing on the date hereof and ending at 5:00 p.m. CST on April 13,
      20011 (the “Exercise Period”); provided, however, that this Warrant shall no
      longer be exercisable and become null and void upon the consummation of any
      “Termination Event” defined as (a) the closing of the sale, transfer or
      other disposition of all or substantially all of the Company’s assets,
      (b) the consummation of the merger or consolidation of the Company with or
      into another entity (except a merger or consolidation in which the holders
      of
      Company’ Common Stock immediately prior to such merger or consolidation continue
      to hold at least 50% of the equity interest of the Company or the surviving
      or
      acquiring entity), (c) the closing of the transfer (whether by merger,
      consolidation or otherwise), in one transaction or a series of related
      transactions, to a person or group of affiliated persons (other than an
      underwriter of the Company’s securities), of the Company’s securities if, after
      such closing, such person or group of affiliated persons would hold more than
      50% of the outstanding Common Stock of the Company, or (e) a liquidation,
      dissolution or winding up of the Company; provided, however, that a transaction
      shall not constitute a Termination Event if its sole purpose is to change the
      state of the Company’s organization or to create a holding company that will be
      owned in substantially the same proportions by the persons who held the
      Company’s securities immediately prior to such transaction. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	3.  	Method of
              Exercise.


    

    
      	 	 


    

    
      	d)  	
              While
                this Warrant remains outstanding and exercisable in accordance with
                Section 2 above, the Holder may exercise, in whole or in part, the
                purchase rights evidenced hereby. Such exercise shall be effected
                by:

            


    

    


    
      	(i)  	
              the
                surrender of the Warrant, together with a duly executed copy of the
                Notice
                of Exercise attached hereto, to the Secretary of the Company at its
                principal office (or at such other place as the Company shall notify
                the
                Holder in writing); and

            


    

    
      	(ii)  	
              the
                payment to the Company of an amount equal to the aggregate Exercise
                Price
                for the number of Shares being
                purchased.

            


    

    
      	e)  	
              Each
                exercise of this Warrant shall be deemed to have been effected immediately
                prior to the close of business on the day on which this Warrant is
                surrendered to the Company as provided in Section 3(a) above. At
                such
                time, the person or persons in whose name or names any certificate
                for the
                Shares shall be issuable upon such exercise as provided in Section
                3(c)
                below shall be deemed to have become the holder or holders of record
                of
                the Shares represented by such
                certificate.

            


    

    
      	f)  	
              As
                soon as practicable after the exercise of this Warrant in whole or
                in part
                the Company at its expense will cause to be issued in the name of,
                and
                delivered to, the Holder, or as such Holder (upon payment by such
                Holder
                of any applicable transfer taxes) may
                direct:

            


    

    
      	(i)  	
              a
                certificate or certificates for the number of Shares to which such
                Holder
                shall be entitled, and

            


    

    
      	(ii)  	
              in
                case such exercise is in part only, a new warrant or warrants (dated
                the
                date hereof) of like tenor, calling in the aggregate on the face
                or faces
                thereof for the number of Shares equal to the number of such Shares
                described in this Warrant minus the number of such Shares purchased
                by the
                Holder upon all exercises made in accordance with Section 3(a) above
                or
                Section 5 below.

            


    

    
      	7.  	
              Registration
                Matters.

            


    

    


    
      	e)  	
              Company
                Registration.

            


    

     

    
      	i.  	
              Registration.
                If (but without any obligation to do so) the Company proposes to
                register
                (including for this purpose a registration effected by the Company
                for
                stockholders other than Investor) any of its stock or other securities
                under the Securities Act of 1933, as amended (the “Act”) in connection
                with the public offering of such securities (other than a registration
                relating solely to the sale of securities of participants in a Company
                stock plan, a registration relating to a corporate reorganization
                or
                transaction under Rule 145 of the Act, a registration on any form
                that does not include substantially the same information as would
                be
                required to be included in a registration statement covering the
                sale of
                the Purchased Shares, or a registration in which the only Common
                Stock
                being registered is Common Stock issuable upon conversion of debt
                securities that are also being registered), the Company shall, at
                such
                time, promptly give Investor written notice of such registration.
                Upon the
                written request of Investor given within twenty (20) days after mailing
                of
                such notice by the Company in accordance with Section 12, the Company
                shall, subject to the provisions of Section 4(c), use all
                commercially reasonable efforts to cause to be registered under the
                Act
                all of the Purchased Shares that Investor requests to be
                registered.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	ii.  	
              Right
                to Terminate Registration.
                The Company shall have the right to terminate or withdraw any registration
                initiated by it under this Section 4 prior to the effectiveness of
                such registration whether or not Investor has elected to include
                securities in such registration. The expenses of such withdrawn
                registration shall be borne by the Company in accordance with Section
                4(c)
                hereof.

            


    

    


    
      	iii.  	
              Underwriting
                Requirements.
                In connection with any offering involving an underwriting of shares
                of the
                Company’s capital stock, the Company shall not be required under this
                Section 4 to include any of the Investor’s securities in such
                underwriting unless they accept the terms of the underwriting as
                agreed
                upon between the Company and the underwriters selected by the Company
                (or
                by other persons entitled to select the underwriters) and enter into
                an
                underwriting agreement in customary form with such underwriters,
                and then
                only in such quantity as the underwriters determine in their sole
                discretion will not jeopardize the success of the offering by the
                Company.
                If the total amount of securities, including Purchased Shares, requested
                by stockholders to be included in such offering exceeds the amount
                of
                securities sold other than by the Company that the underwriters determine
                in their sole discretion is compatible with the success of the offering,
                then the Company shall be required to include in the offering only
                that
                number of such securities, including Purchased Shares, that the
                underwriters determine in their sole discretion will not jeopardize
                the
                success of the offering. In no event shall any Purchased Shares be
                excluded from such offering unless all other stockholders’ securities have
                been first excluded. In the event that the underwriters determine
                that
                less than all of the Purchased Shares requested to be registered
                can be
                included in such offering, then the Purchased Shares that are included
                in
                such offering shall be apportioned pro rata among Investor and other
                selling parties based on the number of shares of Common Stock held
                by
                Investor and all other selling parties or in such other proportions
                as
                shall mutually be agreed to by Investor and all other selling
                parties.

            


    

    


    
      	f)  	
              Information
                from Investor.
                It shall be a condition precedent to the obligations of the Company
                to
                take any action pursuant to this Section 1 with respect to the
                registration of Purchased Shares of any selling Investor that such
                Investor shall furnish to the Company such information regarding
                itself,
                the Purchased Shares held by it, and the intended method of disposition
                of
                such securities as shall be reasonably required to effect the registration
                of such Investor’s Purchased
                Shares.

            


    

    


    
      	g)  	
              Expenses
                of Registration.
                All expenses other than underwriting discounts and commissions incurred
                in
                connection with registrations, filings or qualifications pursuant
                to
                Section 4, including (without limitation) all registration, filing
                and
                qualification fees, printers’ and accounting fees, and fees and
                disbursements of counsel for the Company shall be borne by the
                Company.

            


    

    


    
      	h)  	
              Indemnification.
                To the extent permitted by law, Investor will indemnify and hold
                harmless
                the Company, each of its directors, each of its officers who has
                signed
                the registration statement, each person, if any, who controls the
                Company
                within the meaning of the Act, legal counsel and accountants for
                the
                Company, any underwriter, any other party selling securities in such
                registration statement and any controlling person of any such underwriter
                against any losses, claims, damages or liabilities (joint or several)
                to
                which any of the foregoing persons may become subject, under the
                Act, the
                1934 Act, any state securities laws or any rule or regulation promulgated
                under the Act, the 1934 Act or any state securities laws, insofar
                as such
                losses, claims, damages or liabilities (or actions in respect thereto)
                arise out of or are based upon any Violation (defined below), in
                each case
                to the extent (and only to the extent) that such Violation occurs
                in
                reliance upon and in conformity with written information furnished
                by
                Investor expressly for use in connection with such registration;
                and
                Investor will reimburse any person intended to be indemnified pursuant
                to
                this subsection 4(d) for any legal or other expenses reasonably incurred
                by such person in connection with investigating or defending any
                such
                loss, claim, damage, liability or action as such expenses are incurred;
                provided, however, that the indemnity agreement contained in this
                subsection 4(d) shall not apply to amounts paid in settlement of any
                such loss, claim, damage, liability or action if such settlement
                is
                effected without the consent of Investor (which consent shall not
                be
                unreasonably withheld), and provided that in no event shall any indemnity
                under this subsection 4(d) exceed the gross proceeds from the
                offering received by Investor. For purposes of this section 4(d),
                “Violation”
                shall mean any of the following statements, omissions or violations
                (i) any untrue statement or alleged untrue statement of a material
                fact contained in such registration statement, including any preliminary
                prospectus or final prospectus contained therein or any amendments
                or
                supplements thereto, (ii) the omission or alleged omission to state
                in such registration statement a material fact required to be stated
                therein, or necessary to make the statements therein not misleading,
                or
                (iii) any violation or alleged violation by the Company of the Act,
                the 1934 Act, any state securities laws or any rule or regulation
                promulgated under the Act, the 1934 Act or any state securities
                laws.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	8.  	
              Representations
                and Warranties of the Company.
                In connection with the transactions provided for herein, the Company
                hereby represents and warrants to the Holder
                that:

            


    

    


    
      	d)  	
              Organization,
                Good Standing, and Qualification.
                The Company is a corporation duly organized, validly existing, and
                in good
                standing under the laws of the State of Delaware and has all requisite
                corporate power and authority to carry on its business as now conducted.
                The Company is duly qualified to transact business and is in good
                standing
                in each jurisdiction in which the failure to so qualify would have
                a
                material adverse effect on its business or
                properties.

            


    

    


    
      	e)  	
              Authorization.
                Except as may be limited by applicable bankruptcy, insolvency,
                reorganization or similar laws relating to or affecting the enforcement
                of
                creditors’ rights, all corporate action has been taken on the part of the
                Company, its officers, directors, and stockholders necessary for
                the
                authorization, execution and delivery of this Warrant. The Company
                has
                taken all corporate action required to make all the obligations of
                the
                Company reflected in the provisions of this Warrant the valid and
                enforceable obligations they purport to be. The issuance of this
                Warrant
                will not be subject to preemptive rights of any stockholders of the
                Company. The Company has authorized sufficient shares of Common Stock
                to
                allow for the exercise of this
                Warrant.

            


    

    


    
      	f)  	
              Valid
                Issuance of Common Stock.
                The Shares, when issued, sold, and delivered in accordance with the
                terms
                of the Warrants for the consideration expressed therein, will be
                duly and
                validly issued, fully paid and nonassessable and, based in part upon
                the
                representations and warranties of the Holders in this Warrant, will
                be
                issued in compliance with all applicable federal and state securities
                laws.

            


    

    


    
      	9.  	
              Representations
                and Warranties of the Holder.
                In connection with the transactions provided for herein, the Holder
                hereby
                represents and warrants to the Company
                that:

            


    

    


    
      	i)  	
              Authorization.
                Holder represents that [HE, SHE OR IT] has full power and authority
                to
                enter into this Warrant. This Warrant constitutes the Holder’s valid and
                legally binding obligation, enforceable in accordance with its terms,
                except as may be limited by (i) applicable bankruptcy, insolvency,
                reorganization, or similar laws relating to or affecting the enforcement
                of creditors’ rights and (ii) laws relating to the availability of
                specific performance, injunctive relief or other equitable
                remedies.

            


    

    


    
      	j)  	
              Purchase
                Entirely for Own Account.
                The Holder acknowledges that this Warrant is entered into by the
                Holder in
                reliance upon such Holder’s representation to the Company that the Warrant
                and the Shares (collectively, the “Securities”) will be acquired for
                investment for the Holder’s own account, not as a nominee or agent, and
                not with a view to the resale or distribution of any part thereof,
                and
                that the Holder has no present intention of selling, granting any
                participation in or otherwise distributing the same. By acknowledging
                this
                Warrant, the Holder further represents that the Holder does not have
                any
                contract, undertaking, agreement, or arrangement with any person
                to sell,
                transfer or grant participations to such person or to any third person,
                with respect to the Securities.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	k)  	
              Disclosure
                of Information.
                The Holder acknowledges that [HE, SHE or IT] has received all the
                information it considers necessary or appropriate for deciding whether
                to
                acquire the Securities. The Holder further represents that [HE, SHE
                or IT]
                has had an opportunity to ask questions and receive answers from
                the
                Company regarding the terms and conditions of the offering of the
                Securities.

            


    

    


    
      	l)  	
              Investment
                Experience.
                The Holder is an investor in securities of companies in the development
                stage and acknowledges that [HE, SHE or IT] is able to fend for [HIMSELF,
                HERSELF or ITSELF], can bear the economic risk of [HIS, HER OR ITS]
                investment, and has such knowledge and experience in financial or
                business
                matters that [HE, SHE or IT] is capable of evaluating the merits
                and risks
                of the investment in the Securities. If other than an individual,
                the
                Holder also represents [HE, SHE or IT] has not been organized solely
                for
                the purpose of acquiring the
                Securities.

            


    

    


    
      	m)  	
              Accredited
                Investor.
                The Holder is an “accredited investor” within the meaning of Rule 501 of
                Regulation D, as presently in effect, as promulgated by the Securities
                and
                Exchange Commission (the “SEC”) under the
                Act.

            


    

    


    
      	n)  	
              Restricted
                Securities.
                The Holder understands that the Securities are characterized as
                “restricted securities” under the federal securities laws inasmuch as they
                are being acquired from the Company in a transaction not involving
                a
                public offering and that under such laws and applicable regulations
                such
                securities may be resold without registration under the Act, only
                in
                certain limited circumstances. In this connection, each Lender represents
                that it is familiar with Rule 144, as presently in effect, as promulgated
                by the SEC under the Act (“Rule 144”), and understands the resale
                limitations imposed thereby and by the
                Act.

            


    

    


    
      	o)  	
              Further
                Limitations on Disposition.
                Without in any way limiting the representations set forth above,
                the
                Holder further agrees not to make any disposition of all or any portion
                of
                the Shares unless and until the transferee has agreed in writing
                for the
                benefit of the Company to be bound by the terms of this Warrant,
                including, without limitation, this Section 6
                and:

            


    

    
      	i.  	
              there
                is then in effect a registration statement under the Act covering
                such
                proposed disposition and such disposition is made in accordance with
                such
                registration statement; or

            


    

    
      	ii.  	
              the
                Holder shall have notified the Company of the proposed disposition
                and
                shall have furnished the Company with a detailed statement of the
                circumstances surrounding the proposed disposition, and if reasonably
                requested by the Company, the Holder shall have furnished the Company
                with
                an opinion of counsel, reasonably satisfactory to the Company, that
                such
                disposition will not require registration of such shares under the
                Act. It
                is agreed that the Company will not require opinions of counsel for
                transactions made pursuant to Rule 144 except in extraordinary
                circumstances; or

            


    

    
      	iii.  	
              if
                other than an individual, the Holder shall not make any disposition
                to any
                of the Company’s competitors as such is reasonably in good faith
                determined by the Company.

            


    

    


    
      	p)  	
              Legends.
                It is understood that the Securities may bear the following
                legend:

            


    

    


      
      “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
      OR
      UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.
      Covenants
      of the Company.

    


    
      	c)  	
              Notices
                of Record Date.
                In the event of any taking by the Company of a record of the holders
                of
                any class of securities for the purpose of determining the holders
                thereof
                who are entitled to receive any dividend (other than a cash dividend
                which
                is the same as cash dividends paid in previous quarters and stock
                dividends) or other distribution, the Company shall mail to the Holder,
                at
                least ten (10) days prior to such record date, a notice specifying
                the
                date on which any such record is to be taken for the purpose of such
                dividend or distribution.

            


    

    


    
      	d)  	
              Covenants
                as to Exercise Shares.
                The Company covenants and agrees that all Shares that may be issued
                upon
                the exercise of the rights represented by this Warrant will, upon
                issuance
                in accordance with the terms hereof, be validly issued and outstanding,
                fully paid and nonassessable, and free from all taxes, liens and
                charges
                with respect to the issuance thereof. The Company further covenants
                and
                agrees that the Company will at all times during the Exercise Period,
                have
                authorized and reserved, free from preemptive rights, a sufficient number
                of shares of Common Stock to provide for the exercise of the rights
                represented by this Warrant. If at any time during the Exercise Period
                the
                number of authorized but unissued shares of Common Stock shall not
                be
                sufficient to permit exercise of this Warrant, the Company will take
                such
                corporate action as may, in the opinion of its counsel, be necessary
                to
                increase its authorized but unissued shares of Common Stock to such
                number
                of shares as shall be sufficient for such
                purposes.

            


    

    


    8.
      Adjustment
      of Exercise Price and Number of Shares.
      The
      number and kind of Shares purchasable upon exercise of this Warrant and the
      Exercise Price shall be subject to adjustment from time to time as
      follows:

    


    
      	d)  	
              Subdivisions,
                Combinations and Other Issuances.
                If the Company shall at any time after the issuance but prior to
                the
                expiration of this Warrant subdivide its Common Stock, by split-up
                or
                otherwise, or combine its Common Stock, or issue additional shares
                of its
                Common Stock as a dividend with respect to any shares of its Common
                Stock,
                the number of Shares issuable on the exercise of this Warrant shall
                forthwith be proportionately increased in the case of a subdivision
                or
                stock dividend, or proportionately decreased in the case of a combination.
                Appropriate adjustments shall also be made to the Exercise Price
                payable
                per share, but the aggregate Exercise Price payable for the total
                number
                of Shares purchasable under this Warrant (as adjusted) shall remain
                the
                same. Any adjustment under this Section 8(a) shall become effective
                at the close of business on the date the subdivision or combination
                becomes effective, or as of the record date of such dividend, or
                in the
                event that no record date is fixed, upon the making of such
                dividend.

            


    

    


    
      	e)  	
              Reclassification,
                Reorganization and Consolidation.
                In case of any reclassification, capital reorganization or change
                in the
                capital stock of the Company (other than as a result of a subdivision,
                combination or stock dividend provided for in Section 8(a) above),
                then, as a condition of such reclassification, reorganization or
                change,
                lawful provision shall be made, and duly executed documents evidencing
                the
                same from the Company or its successor shall be delivered to the
                Holder,
                so that the Holder shall have the right at any time prior to the
                expiration of this Warrant to purchase, at a total price equal to
                that
                payable upon the exercise of this Warrant, the kind and amount of
                shares
                of stock and other securities or property receivable in connection
                with
                such reclassification, reorganization or change by a holder of the
                same
                number and type of securities as were purchasable as Shares by the
                Holder
                immediately prior to such reclassification, reorganization or change.
                In
                any such case appropriate provisions shall be made with respect to
                the
                rights and interest of the Holder so that the provisions hereof shall
                thereafter be applicable with respect to any shares of stock or other
                securities or property deliverable upon exercise hereof, and appropriate
                adjustments shall be made to the Exercise Price per Share payable
                hereunder, provided the aggregate Exercise Price shall remain the
                same.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	f)  	
              Notice
                of Adjustment.
                When any adjustment is required to be made in the number or kind
                of shares
                purchasable upon exercise of the Warrant, or in the Exercise Price,
                the
                Company shall promptly notify the Holder of such event and of the
                number
                of Shares or other securities or property thereafter purchasable
                upon
                exercise of this Warrant.

            


      	 	 


      	17.  	
              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.

            


    

    


    
      	18.  	
              Successors
                and Assigns. The terms and provisions of this Warrant and the Purchase
                Agreement shall inure to the benefit of, and be binding upon, the
                Company
                and the holders hereof and their respective successors and
                assigns.

            


    

    


    
      	19.  	
              Titles
                and Subtitles. The titles and subtitles used in this Warrant are
                used for
                convenience only and are not to be considered in construing or
                interpreting this Warrant.

            


    

    


    
      	20.  	
              Notices.
                All notices and other communications given or made pursuant hereto
                shall
                be in writing and shall be deemed effectively given: (a) upon personal
                delivery to the party to be notified, (b) when sent by confirmed
                electronic mail or facsimile if sent during normal business hours
                of the
                recipient, and if not so confirmed, then on the next business day,
                (c)
                five (5) days after having been sent by registered or certified mail,
                return receipt requested, postage prepaid, or (d) one (1) day after
                deposit with a nationally recognized overnight courier, specifying
                next
                day delivery, with written verification of receipt. All communications
                shall be sent to the respective parties at the following addresses
                (or at
                such other addresses as shall be specified by notice given in accordance
                with this Section 12):

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      to the
      Company:

    


    Trulite,
      Inc.

    3
      Riverway Suite 1700

    Houston,
      Texas 77056

    Attention:
      John Sifonis

    


    If
      to
      Holder:

    


    [SHAREHOLDER]

    [ADDRESS]

    [ADDRESS]

    


    
      	21.  	
              Finder’s
                Fee.
                Each party represents that it neither is or will be obligated for
                any
                finder’s fee or commission in connection with this transaction. The Holder
                agrees to indemnify and to hold harmless the Company from any liability
                for any commission or compensation in the nature of a finder’s fee (and
                the costs and expenses of defending against such liability or asserted
                liability) for which the Holder or any of [HIS, HER OR ITS] officers,
                partners, employees or representatives is responsible. The Company
                agrees
                to indemnify and hold harmless the Holder from any liability for
                any
                commission or compensation in the nature of a finder’s fee (and the costs
                and expenses of defending against such liability or asserted liability)
                for which the Company or any of its officers, employees or representatives
                is responsible.

            


    

    


    
      	22.  	
              Expenses.
                If any action at law or in equity is necessary to enforce or interpret
                the
                terms of this Warrant, the prevailing party shall be entitled to
                reasonable attorneys’ fees, costs and necessary disbursements in addition
                to any other relief to which such party may be
                entitled.

            


    

    


    
      	23.  	
              Entire
                Agreement; Amendments and Waivers. This Warrant and any other documents
                delivered pursuant hereto constitute the full and entire understanding
                and
                agreement between the parties with regard to the subjects hereof
                and
                thereof. Nonetheless, any term of this Warrant may be amended and
                the
                observance of any term of this Agreement may be waived (either generally
                or in a particular instance and either retroactively or prospectively),
                with the written consent of the Company and the Holder; or if this
                Warrant
                has been assigned in part, by the holders or rights to purchase a
                majority
                of the shares originally issuable pursuant to this
                Warrant.

            


    

    


    
      	24.  	
              Severability.
                If any provision of this Warrant is held to be unenforceable under
                applicable law, such provision shall be excluded from this Warrant
                and the
                balance of the Warrant shall be interpreted as if such provision
                were so
                excluded and shall be enforceable in accordance with its
                terms.

            


    

    


    [Signature
      Page Follows]

    


    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    
      	 	 	 
	 	COMPANY:
	 	 
	 	Trulite, Inc.
	 	(a Delaware corporation)
	 
 	 
 	 
 
	 	By:  	 
	 	
              
John
              Sifonis, President



      	 	 	 
	 	Address:     
3
              Riverway Suite 1700 
	 	
              Houston,
                Texas 77056

            


    

     

     

    ACKNOWLEDGED
      AND AGREED:

     

    


    HOLDER:
      

    


    [SHAREHOLDER]

    


    


    By: ______________________________    

    [NAME
      AND
      TITLE (if Holder is an entity)]

    


    Address:   
      [ADDRESS]

    [ADDRESS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    NOTICE
      OF EXERCISE

     

    Trulite,
      Inc.

    Attention:
      Corporate Secretary

     

    The
      undersigned hereby elects to purchase, pursuant to the provisions of the
      Warrant, as follows:

    _____________
      shares of Common Stock pursuant to the terms of the attached Warrant, and
      tenders herewith payment in cash of the Exercise Price of such Shares in full,
      together with all applicable transfer taxes, if any.

     

    The
      undersigned hereby represents and warrants that Representations and Warranties
      in Section 6 hereof are true and correct as of the date
      hereof.

     

    
      
        	 	 	 	HOLDER:
	 	 	 	 	 	 
	Date:	 	 	
                By:

              	 	 
	 	 	 	 	 	 
	 	 	 	
                Address:

              	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

       

      
        	Name in which shares should be
                registered:	 	 
	 	 	 
	 	 	 


      

    

     

    


    


    
      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

    

    



    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing Warrant, execute this form and supply required information.
      Do not use this form to purchase shares.)

     

    For
      Value Received,
      the
      foregoing Warrant and all rights evidenced thereby are hereby assigned
      to

     

    
       

       

      
        	Name:  	 	 
	 	 	
                (Please
                  Print)

              
	Address:
                	 	 
	 	 	
                (Please
                  Print)

              


      

       

      
        	Dated:
                	 	 	 
	 	 	 	 
	Holder’s	 	 	 
	Signature:
	 	 	 
	 	 	 	 
	Holder’s	 	 	 
	Address:  	 	 	 
	 	 	 	 


      

       

    

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant. Officers of corporations and those acting in a
      fiduciary or other representative capacity should provide proper evidence of
      authority to assign the foregoing Warrant.