**STOCKHOLDER
      LOCK-UP AGREEMENT**




This
      Stockholder Lock-Up Agreement (the “ Agreement ”)
      is
      made effective as of the 19th day of April, 2007, by and among Trulite, Inc.,
      a
      Delaware corporation (the “ Company ”),
      and
      Andrew J. Nielson (the “ Stockholder ”).




R
      E C
      I T A L S




WHEREAS,
      the Stockholder owns 1,120,745 shares of the Company’s Common Stock, $0.0001 par
      value (“ Common
      Stock ”),
      which
      represents a substantial equity interest in the Company; and




WHEREAS,
      the Company anticipates raising additional equity investments in the Company
      in
      the future; and




WHEREAS,
      in order to induce future investors in the Company (“ Investors ”)
      to
      invest funds in the Company, the Stockholder and the Company hereby agree that
      this Agreement shall govern the rights of the Stockholder to enter into
      transactions with respect to the equity securities of the Company as set forth
      herein.




NOW,
      THEREFORE, in consideration of the mutual promises and covenants set forth
      herein, the parties hereto further agree as follows:




T
      E R
      M S


1.  Lock-Up
      Agreement .




(a)  The
      Stockholder may sell up to 100,000 shares of Common Stock during the period
      ending April 25, 2007.




(b)  The
      Stockholder hereby agrees that it will not except as specifically provided
      herein, without the prior written consent of the Company, during the period
      commencing on the date hereof and ending on April 19, 2008 (the “ Term ”),
      (i) lend, offer, pledge, sell, contract to sell, sell any option or
      contract to purchase, purchase any option or contract to sell, grant any option,
      right or warrant to purchase, or otherwise transfer or dispose of, directly
      or
      indirectly, any shares of Common Stock or any securities convertible into or
      exercisable or exchangeable for Common Stock (whether such shares or any such
      securities are then owned by the Stockholder or are hereafter acquired), or
      (ii) enter into any swap or other arrangement that transfers to another, in
      whole or in part, any of the economic consequences of ownership of the Common
      Stock, whether any such transaction described in clause (i) or (ii) above
      is to be settled by delivery of Common Stock or other securities, in cash or
      otherwise. The Investors are intended third-party beneficiaries of this
      Section 1 and
      shall have the right, power and authority to enforce the provisions hereof
      as
      though they were a party hereto. The Stockholder further agrees to execute
      such
      agreements as may be reasonably requested by the Company, that are consistent
      with this Section 1 or that
      are necessary to give further effect thereto.









(c)  In
      order
      to enforce the covenant set forth in Section 1(b) ,
      the
      Company may impose stop-transfer instructions with respect to the Common Stock
      of the Stockholder until the end of such period.




(d)  The
      Stockholder agrees that a legend reading substantially as follows shall be
      placed on all certificates representing all equity securities of the Stockholder
      other than shares of Common Stock to be sold pursuant to Section 1(a) :




“THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD
      ENDING APRIL 19, 2008, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND
      THE
      ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE
      ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF
      THESE SHARES.”




(e)  Notwithstanding
      the foregoing:




(i)  The
      Stockholder may during the Term sell to Eric Ladd up to 473,968 shares of Common
      Stock in connection with exercise of the option held by Eric Ladd to purchase
      such shares (the “ Option ”);




(ii)  During
      each 30 day period during the Term beginning on the 19th day of each month
      beginning July 19, 2007 (each a “ 30
      Day
      Window Period ”),
      the
      Stockholder may sell up to 20,000 shares of Common Stock. Additionally, if
      the
      Stockholder sells less than 20,000 shares of Common Stock during a 30 Day Window
      Period he may sell up to (and no more than ) 20,000 of such unsold shares of
      Common Stock during the remainder of the Term (even to the extent such sales
      would cause total sales of Common Stock in a 30 Day Window Period to exceed
      20,000 shares. The maximum number of shares of Common Stock that may be sold
      by
      the Stockholder during any 30 Day Window Period is 40,000;




(iii)  Except
      for (A) the Company’s agreement to permit Eric Ladd to sell up to 5% of the
      shares of the Company’s Common Stock purchased by him upon exercise of the
      Option, or (B) the Company’s agreement with its stockholders, including Kevin
      Shurtleff, to sell Common Stock covered by the Company’s Registration Statement
      on Form SB-2 that was declared effective February 9, 2007, if after the date
      hereof, the Company releases any other stockholder of the Company from the
      restrictions contained in Section 1 of the Lock-Up Agreement dated as of March
      31, 2006 between such stockholder and the Company, the restrictions contained
      in
      this Section 1 shall lapse immediately.




2.  Warrant .
      Concurrently with approval by the Company’s Board of Directors of the issuance
      of the Warrant (hereafter defined), the Company will execute and deliver to
      the
      Stockholder a Warrant in the form of Exhibit
      A attached
      hereto (the “ Warrant ”).
      If
      during the Term, the Company files with the Securities and Exchange Commission
      a
      registration statement registering the resale of securities purchased by
      Investors from the Company, the Company will provide the Stockholder the
      opportunity to include in such registration statement the resale of the shares
      of Common Stock underlying the Warrant, provided that the Stockholder agrees
      to
      provide such documentation in connection therewith as may be reasonably
      requested by the Company.









3.  Financing .
      During
      the Term, the Company will provide the Stockholder with five (5) days advance
      written notice of a proposed issuance by the Company to Investors of equity
      securities for cash, which notice shall include a description of the terms
      under
      which such equity securities will be issued, and will afford the Stockholder
      the
      opportunity to purchase such equity securities in an amount up to 50% of the
      number of equity securities offered to such Investors on the same terms provided
      to the Investors at the same closing at which Investors purchase the equity
      securities purchased by them.




4.  Rule
      144 .
      During
      the Term, at the request of the Stockholder the Company will cooperate with
      the
      Stockholder and the Company’s transfer agent to assist the Stockholder in making
      sales of Common Stock that are permitted under this Agreement so that such
      sales
      qualify under Rule 144 under the Securities Act.




5.  Miscellaneous .




(a)  Successors
      and Assigns .
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including transferees of any shares of Common Stock).
      Nothing in this Agreement, express or implied, is intended to confer upon any
      party other than the parties hereto or their respective successors and assigns
      any rights, remedies, obligations or liabilities under or by reason of this
      Agreement, except as expressly provided in this Agreement.




(b)  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.




(c)  Counterparts .
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.




(d)  Titles
      and Subtitles .
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.




(e)  Notices .
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed effectively given: (i) upon personal delivery
      to the party to be notified, (ii) when sent by confirmed electronic mail or
      facsimile if sent during normal business hours of the recipient; if not, then
      on
      the next business day, (iii) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid, or
      (iv) 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 addresses set
      forth in the record books of the Company (or at such other addresses as shall
      be
      specified by notice given in accordance with this Section 5(e) ).









(f)  Entire
      Agreement; Amendments and Waivers .
      This
      Agreement (including the Exhibits hereto, if any) constitutes the full and
      entire understanding and agreement among the parties with regard to the subjects
      hereof and thereof. Any term of this Agreement 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) only with the written
      consent of the Company and the Stockholder.




(g)  Severability .
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision(s) shall be excluded from this Agreement and
      the
      balance of the Agreement shall be interpreted as if such provision(s) were
      so
      excluded and shall be enforceable in accordance with its terms.




[ *Signature
      Page Follows* ]







IN
      WITNESS WHEREOF, the parties have executed this Stockholder Lock-Up Agreement
      effective as of the date first above written.


**COMPANY**:Trulite,
                Inc.
              (a
                Delaware corporation)By:
            /s/ Jonathan GodshallJonathan
                Godshall, PresidentAddress:  5
              Houston Center
              1401
                McKinney Street, Suite 900
              Houston,
                TX 77010-4035




**STOCKHOLDER**:Date:
            
            /s/ Andrew
              NielsonAndrew
                NielsonAddress:







**EXHIBIT
      A**





WARRANT




**EXHIBIT
          A**
  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
                  afterApril
                  __, 2007
              
              April
                  __, 2009
 
 **TRULITE,
        INC.**
 
 **WARRANT
        TO PURCHASE SHARES OF COMMON STOCK**
  This
        Warrant is issued to Andrew J. Nielson or his 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 one hundred twenty thousand (120,000) 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 Dollar and Fifty Cents ($1.50) per share (the “ Exercise
        Price ”).
        The
        Shares and the Exercise Price shall be subject to adjustment pursuant to
        Section 9 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. CDT on April __, 2009 (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 (d) 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 4 below.
  **4.**  **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.
  **5.**  **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 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 has received all the information he considers
        necessary or appropriate for deciding whether to acquire the Securities.
        The
        Holder further represents that he 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 is able to fend for himself, can bear the economic risk
        of
        his investment, and has such knowledge and experience in financial or business
        matters that he is capable of evaluating the merits and risks of the investment
        in 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, the Holder represents that he 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 5 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.”
  
  6.  **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 of 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.
  **7.**  **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 7(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 7(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.
  8.  **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.
  9.  **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 Holder hereof and their
        respective successors and assigns.
  10.  **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.
  **11.**  **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 11 ):
  
  If
        to the
        Company:
  Trulite,
        Inc.
 5
        Houston
        Center
 1401
        McKinney Street, Suite 900
 Houston,
        TX 77010-4035
 Attention:
        Jonathan Godshall
  If
        to
        Holder:
  Andrew
        Nielson
 ___________________________
 ___________________________
 Attention:
        __________________
 
 12.  **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
        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.
  13.  **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.
  14.  **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 of rights to purchase
        a
        majority of the Shares originally issuable pursuant to this
        Warrant.
  15.  **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* ]
  
  **EXHIBIT
          A**
 IN
        WITNESS WHEREOF, the parties have executed this Agreement as of the date
        first
        above written.
   **COMPANY**:
                
                Trulite,
                    Inc.
                  (a
                    Delaware corporation)By:Jonathan Godshall, President
 Address:5
                  Houston Center
                1401
                  McKinney Street, Suite 900
                Houston,
                  TX 77010-4035ACKNOWLEDGED
                  AND AGREED:**HOLDER**:________________________________Andrew
                NielsonAddress:_______________________
                _______________________
  
  **EXHIBIT
        A**
 **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 5 hereof
        are true and correct as of the date hereof.
  **HOLDER:**Date: ___________________
              By:
 Address:________________________________________________
                ________________________________________________
                ________________________________________________
  Name
        in
        which Shares should be registered:
   
  **EXHIBIT
          A**
 **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.