**AMENDMENT
      TO SUBSCRIPTION AGREEMENT**




This
      Amendment to Subscription Agreement (this “ ***Amendment*** ”)
      is
      made and entered into as of the 24 th day of
      April 2007 by and between Trulite, Inc., a Delaware corporation (“ ***Trulite*** ”)
      and
      Contango Venture Capital Corporation (“ ***CVCC*** ”).




**RECITALS**




A.  Trulite
      and CVCC entered into that certain Subscription Agreement dated April 5, 2007
      (the “ ***Subscription
      Agreement*** ”),
      and
      desire to amend the Subscription Agreement as further set forth
      herein.




B.  Capitalized
      terms used but not otherwise defined in this Amendment shall have the meanings
      assigned to such terms in the Subscription Agreement.




NOW,
      THEREFORE, for and consideration of the mutual promises and covenants contained
      herein, the receipt and sufficiency of which is hereby acknowledged, Trulite
      and
      CVCC agree as follows:




1.  Section
      1
      of the Subscription Agreement is hereby amended to read in its entirety as
      follows:




“1.  On
      the
      last to occur of:




(i)
      the
      first business day following the filing by Trulite with the State of Delaware
      of
      a Certificate of Amendment to the Certificate of Incorporation of Trulite to
      reflect an increase in the number of authorized shares of Common Stock to
      50,000,000 (the “ ***Certificate*** ”);




(ii)
      the
      third business day following the last of the first ten (10) trading days on
      which Trulite Common Stock has traded on the Over the Counter Bulletin Board
      (the “ ***Initial
      Ten Trading Days*** ”);
      or




(iii)
      the
      first business day following the date on which Trulite first has outstanding
      13,785,491 shares of Company (such first or third business day being referred
      to
      herein as the “ ***Effective
      Date*** ”),




Trulite
      shall issue to CVCC a number of shares of Common Stock determined by multiplying
      2.0 times the quotient of (x) the aggregate principal balance of and accrued
      but
      unpaid interest on the Notes as of the close of business on the day immediately
      preceding the Effective Date divided by (y) the average closing sale price
      for
      the Common Stock as quoted on the Over the Counter Bulletin Board for the
      Initial Ten Trading Days (collectively, the “ ***Shares*** ”).
      Notwithstanding the foregoing, if the Certificate shall not have been filed
      with
      the State of Delaware on or before June 30, 2007 or if Trulite does not have
      outstanding 13,785,491 shares of Common Stock on or before June 30, 2007, this
      Agreement shall be of no further force and effect.”









2.  Except
      as
      amended hereby, the Subscription Agreement shall remain unchanged.




Executed
      as of the date first set forth above.


TRULITE,
                    INC.By:
                /s/
                  Jonathan H. GodshallName:
                Jonathan
                  H. GodshallTitle:
                President
                  & CEOCONTANGO
                    VENTURE CAPITAL CORPORATIONBy:
                /s/
                  Kenneth R. PeakName:
                Kenneth
                  R. PeakTitle:
                President