Exhibit
      10.47

    


    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, 2007

            


    

    


    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.


    	 	 


    	a)  	
            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”).

          


    	b)  	
            Exercise
              Price.
              The exercise price for the shares of Common Stock issuable pursuant
              to
              this Section 1 (the “Shares”) shall be One and 50/100 Dollars
              ($1.50) 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,
      2007
      (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.


    	 	 


    	a)  	
            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.

          


    	b)  	
            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.

          


    	c)  	
            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.

          


    	4.  	
            Registration
              Matters.

          


    


    	a)  	
            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.

          


    


    	b)  	
            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.

          


    


    	c)  	
            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.

          


    


    	d)  	
            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.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	5.  	
            Representations
              and Warranties of the Company.
              In connection with the transactions provided for herein, the Company
              hereby represents and warrants to the Holder
              that:

          


    


    	a)  	
            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.

          


    


    	b)  	
            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.

          


    


    	c)  	
            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.

          


    


    	6.  	
            Representations
              and Warranties of the Holder.
              In connection with the transactions provided for herein, the Holder
              hereby
              represents and warrants to the Company
              that:

          


    


    	a)  	
            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.

          


    


    	b)  	
            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.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    	c)  	
            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.

          


    


    	d)  	
            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.

          


    


    	e)  	
            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.

          


    


    	f)  	
            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.

          


    


    	g)  	
            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.

          


     

     

    	h)  	
            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.

    


    	a)  	
            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.

          


    


    	b)  	
            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:

    


    	a)  	
            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.

          


    


    	b)  	
            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.

          


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    	c)  	
            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.

          


    	 	 


    	9.  	
            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.

          


    


    	10.  	
            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.

          


    


    	11.  	
            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.

          


    


    	12.  	
            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]

    


    	13.  	
            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.

          


    


    	14.  	
            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.

          


    


    	15.  	
            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.

          


    


    	16.  	
            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.