Exhibit
        10.12

      


      CONTRIBUTION
        AGREEMENT

      


      This
        Contribution Agreement (the "Agreement")
        is
        made and entered into effective as of July 22, 2004 by and among J. Kevin
        Shurtleff and Andrew J. Nielson (the "Assignors")
        and
        Trulite, Inc., a Delaware corporation (the "Assignee").
        

      


      WHEREAS,
        Assignors own all of the outstanding membership units (the "Transferred
        Interest")
        of
        Trulite Technology, LC, a Utah limited liability company (the "Company");

      


      WHEREAS,
        Assignors wish to contribute (the “Contribution”)
        to
        Assignee the Transferred Interest in exchange for an aggregate of 592,460
        shares
        of Common Stock, $.0001 par value per share, of Assignee (“Common
        Stock”)
        and
        20,000 shares of Series A Preferred Stock, $.0001 per value per share, of
        Assignee (“Preferred
        Stock”);
        

      


      WHEREAS,
        in
        connection with the transfer of the Transferred Interest, Trulite Energy
        Partners, L.P. will subscribe for 100,000 shares of Preferred Stock of Assignee
        for an aggregate purchase price of $100,000 (the “Subscription”);
        and

      


      WHEREAS,
        the
        Contribution and the Subscription are intended to constitute an exchange
        described in Section 351 of the Internal Revenue Code of 1986.

      


      NOW
        THEREFORE,
        Assignors and Assignee hereby agree as follows:

      


      Assignment.
        Each Assignor hereby conveys, sells, assigns, transfers and delivers to
        Assignee, as a contribution to its capital, any and all right, title and
        interest of such Assignor in and to the Transferred Interest, together with
        (a)
        any membership certificates evidencing the Transferred Interest; (b) any
        dividends, income or other distributions made or to be made to such Assignor
        in
        respect of the Transferred Interest, (c) any cash representing any such
        dividends, income or other distributions and (d) any profits, losses and
        capital
        allocable to such Assignor with respect to the Transferred
        Interest.

      Consideration.
        In exchange for the equity contribution of the Transferred Interest to Assignee,
        Assignee shall issue to Assignors the following number of shares of Common
        Stock
        and Preferred Stock set forth opposite their respective names:

      


      
        	
                Assignor

              	
                Common
                  Stock

              	
                Preferred
                  Stock

              
	
                J.
                  Kevin Shurtleff

              	
                394,973
                  shares

              	
                6,250

              
	
                Andrew
                  J. Nielson

              	
                197,487
                  shares

              	
                13,750

              


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Representations
        and Warranties of Assignors.

       

      The
        Company is a limited liability company duly organized, validly existing and
        in
        good standing under the laws of the State of Utah.

       

      Each
        Assignor has all requisite legal right, power, capacity and authority to
        execute, deliver and perform his obligations under this Agreement.

       

      The
        Assignors own all of the outstanding membership units of the Company, which
        constitute the Transferred Interest. There are no liens or other encumbrances
        upon the Transferred Interest, and the contribution of such interest hereunder
        will not result in any such liens or other encumbrances thereon. Except for
        the
        option to purchase membership interests granted by Andrew J. Nielson to Eric
        J.
        Ladd, there are (i) no agreements, written or oral, between the Company and
        any
        holders of its securities or between the Company or any holder of its securities
        and any other persons or among any holders of the Company’s securities, relating
        to the sale or transfer or voting of the membership interests of the Company
        or
        (ii) outstanding rights or options to subscribe for or purchase from the
        Company
        or any holders of its securities, or any warrants or other agreements providing
        for or requiring the issuance or purchase by the Company of, any membership
        interests in the Company.

       

      The
        contribution of the Transferred Interest hereunder, will not (i) violate
        the
        organizational documents of the Company, (ii) violate, conflict with or result
        in a breach of any provision of, or constitute a default under, or result
        in the
        termination or cancellation of, or accelerate the performance required by,
        or
        result in the creation of any lien or other encumbrance upon any of the
        properties of the Company, under any note, bond, mortgage, indenture, license,
        franchise, permit, lease, contract, agreement or other instrument or commitment
        or obligation to which the Company or any of their respective properties
        may be
        bound, (iii) violate any law applicable to the Company or any of its properties,
        or (iv) require any consent, approval or authorization of, or notice to,
        or
        declaration, qualification, filing or registration with, any federal, state
        or
        local governmental authority or any other person, including any party to
        a
        contract or other agreement to which the Company is a party, in connection
        with
        the execution, delivery and performance of this Agreement.

       

      Successors
        and Assigns. This Agreement shall be binding upon, and shall inure to the
        benefit of, the parties hereto and their respective heirs, legatees, successors
        and assigns.

       

      Indemnification.
        Each Assignor agrees, jointly and severally, to fully defend, save and hold
        harmless Assignee, and will reimburse Assignee for, from and against each
        and
        every claim, loss, liability, damage, cost and expense (including reasonable
        attorneys’ fees and expenses), whether or not involving a third-party claim,
        arising out of or resulting from, directly or indirectly, or arising in
        connection with any inaccuracy or breach of any representation or warranty
        made
        by the Assignors in this Agreement 

       

      Entire
        Agreement. This Agreement constitutes the entire agreement of the parties
        hereto
        with respect to the subject matter hereof and supersedes all prior agreements,
        written or oral, with respect thereto.

       

      Further
        Assurances. The parties agree to (a) execute and deliver to each other such
        other documents and (b) to do such other acts and things, all as the other
        party
        may reasonably request for the purpose of carrying out the purposes and intent
        of this Agreement.

       

      Amendment.
        This Agreement shall not be amended or modified except with the express written
        consent of all of the parties hereto.

       

      
        Counterparts.
          This Agreement may be executed in two or more counterparts all of which
          together
          shall constitute one and the same instrument.

      

       

      Governing
        Law. This Agreement shall be governed by and construed in accordance with
        the
        laws of the State of Texas, excluding any such laws that direct the application
        of the laws of any other jurisdiction.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF, this Agreement has been duly executed by the parties effective
        for all purposes as of the date first written above.

      
        	 	 	 
	 	ASSIGNEE:
	 	 
	 	TRULITE, INC.
	 
 	 
 	 
 
	 	By:  	
	 	
                
Name: Willima
                J. Berger
	 	
                Title: 
                  Chairman

              


      

       

      
        	 	 	 
	 	ASSIGNORS: