Exhibit
        4.2 

      CERTIFICATE
        OF AMENDMENT

      to
        the

      CERTIFICATE
        OF DESIGNATION

      of

      8%
        CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

      of

      TRULITE,
        INC.

      


      Trulite,
        Inc., a corporation organized and existing under the laws of the State of
        Delaware (the “Corporation”),

      
 

      DOES
        HEREBY CERTIFY THAT:

      


      FIRST:
        The name of the Corporation is Trulite, Inc. and the original Certificate
        of
        Incorporation was filed with the Secretary of State of the State of Delaware,
        on
        July 15, 2004.

       

       

      SECOND:
        On July 26, 2004, the Corporation filed with the Secretary of State of the
        State
        of Delaware the Certificate of Designation (the “Certificate”) of 8% Cumulative
        Convertible Preferred Stock, Series A of the Corporation.

       

       

      THIRD:
        On
        June ____, 2005, the Board of Directors of the Corporation adopted the following
        resolution amending the Certificate: 

       

       

      RESOLVED,
        that pursuant to the authority granted to and vested in the Board of Directors
        of the Corporation in accordance with the provisions of the Certificate of
        Incorporation of the Corporation, the Board of Directors hereby amends Section
        (d)(vii) of the Certificate of Designation of the 8% Cumulative Convertible
        Preferred Stock, Series A of the Corporation in its entirety to read as
        follows:

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Notwithstanding
        any other provision of this Subsection 6(d), if the Company, after the Issuance
        Date, issues any options to purchase shares of Common Stock to its employees
        pursuant to the Trulite, Inc Stock Option Plan (the “Plan”), then the applicable
        Conversion Price upon such issuance shall be adjusted so that the outstanding
        shares of Series A Preferred Stock in the aggregate shall be convertible
        into
        the same percentage of the outstanding Common Stock on a fully diluted basis
        after such issuance as immediately prior to such issuance, provided,
        however,
        that no
        further adjustment to the Conversion Price shall be made under this Subsection
        6(d))(vii) after the Company has issued to its employees options to purchase
        an
        aggregate of 1,721,665 shares of Common Stock, which are reserved for issuance
        by the Board of Directors of the Company under the Plan.”

       

      *
        * * * *
        * * * *

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      IN
        WITNESS WHEREOF, Trulite, Inc. has caused this Certificate of Amendment to
        be
        executed in its corporate name
        by its
        President and attested by its Secretary, both thereto duly authorized, on
        this
        ___ day of June, 2005.

       

      
        	 	 	 
	 	TRULITE,
                INC.
	 
 	 
 	 
 
	 	By:  	/s/ 
                John Sifonis
	 	
                
John
                Sifonis
	 	President
	 	 
	Attest:	 
	 	 
		 
	James A. Longaker	 
	
                Secretary