Exhibit
        4.1

      


      CERTIFICATE
        OF DESIGNATION

      


      of

      


      8%
        CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES A

      


      of

      


      TRULITE,
        INC.

      


      (Pursuant
        to Section 151(g) of the

      Delaware
        General Corporation Law)

      


      


      Trulite,
        Inc., a corporation organized and existing under the laws of the State of
        Delaware (the “Company”), hereby certifies that the following resolution was
        duly adopted at a meeting of the board of directors of the Company (the “Board
        of Directors”) held on July 22, 2004, pursuant to Section 151(g) of the Delaware
        General Corporation Law:

      


      RESOLVED,
        that pursuant to the authority granted to and vested in the Board of Directors
        in accordance with the provisions of the Certificate of Incorporation of
        the
        Company, the Board of Directors hereby creates a series of Preferred Stock,
        par
        value $0.0001 per share, of the Company and hereby states the designation
        and
        number of shares, and fixes the relative rights, preferences and limitations
        thereof as follows:

      


      Designation
        and Amount.
        The
        shares of this series of Preferred Stock shall be designated as “Series A
        Preferred Stock” (the “Series A Preferred Stock”) and the number of shares
        constituting the Series A Preferred Stock shall be 1,500,000. Such number
        of
        shares may be decreased at any time by resolution of the Board of Directors
        if
        any shares are repurchased or redeemed pursuant to Section 5; provided, however,
        no decrease shall reduce the number of shares of Series A Preferred Stock
        to a
        number less than the number of shares then outstanding. 

       

      Ranking.
        The
        Series A Preferred Stock shall rank, as to the payment of dividends and the
        distribution of the assets upon liquidation, dissolution or winding up of
        the
        Company: (a) senior to or on a parity with all other classes and
        series
        of the
        Company’s preferred stock, and (b) senior to the Company’s common stock, par
        value $0.0001 per share (the “Common Stock”). 

       

      Liquidation.
         Upon
        the voluntary or involuntary liquidation, winding up or dissolution of the
        Company (in connection with the bankruptcy or insolvency of the Company or
        otherwise), out of the assets available for distribution to stockholders,
        the
        holders of Series A Preferred Stock shall be entitled to receive, in preference
        to any payment or distribution to the holders of Common Stock or any other
        stock
        of the Company ranking junior to the Series A Preferred Stock, as to dividends,
        liquidation, dissolution or winding up, $1.00 per share plus an amount equal
        to
        all Preferred Dividends (as defined in Section 4 below) (whether or not earned
        or declared) accrued and unpaid on each such share up to and including the
        date
        of final distribution to such holders (such aggregate amount, the “Preferred
        Liquidation Value”). After the Preferred Liquidation Value and all accrued and
        unpaid Preferred Dividends have been paid on the Series A Preferred Stock,
        the
        remaining assets shall be paid to the holders of Common Stock and other junior
        classes of stock in accordance with their respective priority, if any. In
        the
        event the net assets of the Company are insufficient to pay the holders of
        the
        Series A Preferred Stock the full amount of their preference set forth above
        and
        the holders of any other series of capital stock of the Company ranking on
        a
        parity with the Series A Preferred Stock the liquidating payments to which
        they
        are entitled, then the remaining net assets of the Company shall be divided
        among and paid to the holders of the shares of Series A Preferred Stock and
        any
        such other capital stock of the Company ranking on a parity with the Series
        A
        Preferred Stock ratably per share in proportion to the full per share amounts
        to
        which they would be entitled if all amounts payable thereon were paid in
        full,
        and the holders of Common Stock and other junior classes of stock will receive
        nothing. A merger or consolidation of the Company with or into, or the sale
        of
        all or substantially all of the assets of the Company to, any other corporation
        or entity in which the stockholders of the Company do not own a majority
        of the
        outstanding shares of capital stock shall be deemed to be a liquidation,
        dissolution or winding up within the meaning of this provision.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Dividends.
        

       

      The
        Series A Preferred Stock is entitled to receive, out of legally available
        funds,
        preferential cumulative dividends from the issuance date thereof at the annual
        rate of eight percent (8%) (the “Preferred Dividends”) of $1.00 per share (the
“Original Issue Price”), payable at the option of the Company in cash or in
        shares of Series A Preferred Stock. All Preferred Dividends, if declared
        by the
        Board of Directors, shall be payable quarterly and promptly on the first
        business day that occurs on or after each January 1, April 1, July 1 and
        October
        1 of each year (each, a “Dividend Payment Date”), commencing on October 1, 2004,
        to holders of record on the record date, which the Board of Directors shall
        fix
        not more than sixty (60) days or less than ten (10) days preceding a Dividend
        Payment Date. Preferred Dividends shall cease to accrue on shares of Series
        A
        Preferred Stock on any Redemption Date (as defined in Section 5(b) or on
        the
        date of their earlier conversion. With respect to any dividends or other
        distributions payable to the holders of Common Stock, the Series A Preferred
        Stock shall participate in such dividend or other distribution on an as
        converted basis.

       

      Preferred
        Dividends shall begin to accrue on outstanding shares of Series A Preferred
        Stock and to accumulate from the issuance date of such shares until paid
        whether
        or not earned or declared, but Preferred Dividends for any period less than
        a
        full quarterly period between Dividend Payment Dates shall be computed on
        the
        basis of a 365-day year for the actual number of days elapsed. Preferred
        Dividends shall accrue whether or not there shall be (at the time any such
        dividend becomes payable or at any other time) profits, surplus or other
        funds
        of the Company legally available for the payment of dividends.

       

      No
        dividend shall be declared on any other series or class or classes of stock
        as
        to which the Series A Preferred Stock ranks on a parity or prior as to dividends
        or liquidation, in respect of any period, nor shall any shares of any such
        series or class be redeemed, purchased or otherwise acquired for any
        consideration (or any money be paid into any sinking fund or otherwise set
        apart
        for the purchase of any such shares), unless there shall have been or
        contemporaneously are declared and paid on all shares of the Series A Preferred
        Stock at the time outstanding all (whether or not earned or declared) accrued
        and unpaid dividends for all periods coinciding with or ending before such
        dividend, redemption, purchase, acquisition or payment. Preferred Dividends
        shall also be payable upon any Redemption Date, upon the final distribution
        date
        relating to the dissolution, liquidation or winding up of the Company and
        the
        initial public offering of the Common Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Redemption
        at Option of Majority of Holders of Series A Preferred Stock.

       

      At
        any
        time after the occurrence of any Optional Redemption Event (as defined in
        Section 5(b)), within 30 days (the “Redemption Date”) after the receipt by the
        Company of a written request from the holders of not less than a majority
        of the
        then outstanding shares of Series A Preferred Stock that all or some of such
        holders’ shares be redeemed, and concurrently with surrender by such holders of
        the certificates representing such shares, the Company will, to the extent
        it
        may lawfully do so, redeem the shares specified in such request by paying
        in
        cash therefore a sum per share equal to $2.00 (the “Redemption Price”) plus all
        accrued and unpaid Preferred Dividends (if any). Any redemption effected
        pursuant to this Subsection 5(a) shall be made on a pro rata basis among
        the
        holders of the Series A Preferred Stock in proportion to the number of shares
        of
        Series A Preferred Stock then held by such holders. 

       

      The
        following shall be Optional Redemption Events:

       

      The
        fifth
        anniversary of the date of initial issuance of the Series A Preferred Stock
        (the
“Issuance Date”);

       

      Any
        person or group of related or affiliated persons shall have become the
        beneficial owner or owners of 25% or more of the outstanding voting stock
        of the
        Company; provided, that beneficial ownership of Series A Preferred Stock
        shall
        not be given effect toward counting a person’s or group of related or affiliated
        persons’ beneficial ownership;

       

      There
        shall have occurred a merger or consolidation in which the Company is not
        the
        survivor or in which holders of Common Stock of the Company have become entitled
        to receive cash, securities of the Company other than voting Common Stock
        or
        securities of any other person; or

       

      At
        any
        time a majority of the members of the Board of Directors of the Company shall
        be
        persons who were elected at one or more meetings held, or by one or more
        consents given, by the stockholders of the Company during the preceding twelve
        months and who were not members of the Board of Directors twelve months prior
        to
        that time.

       

      On
        or
        before the applicable Redemption Date, each holder of shares of Series A
        Preferred Stock to be redeemed on such Redemption Date shall surrender the
        certificate or certificates representing such shares to the Company, duly
        endorsed, in the manner and at the place designated in the notice of redemption
        and thereupon the Redemption Price for such shares shall be payable in cash
        to
        the order of the person whose name appears on such certificate or certificates
        as the owner thereof, and each surrendered certificate shall be cancelled
        and
        retired. In the event less than all of the shares of Series A Preferred Stock
        represented by a certificate are redeemed, a new certificate representing
        the
        unredeemed shares of Series A Preferred Stock shall be issued
        forthwith.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Notice
        of
        redemption having been given as provided in Section 5(a) above, notwithstanding
        that any certificates for such shares shall not have been surrendered for
        cancellation, unless the Company defaults in the payment in full of the
        applicable Redemption Price, from and after the Redemption Date designated
        in
        the notice of redemption (i) the shares represented thereby shall no longer
        be
        deemed outstanding, (ii) the rights to receive dividends thereon shall cease
        to
        accrue and (iii) all rights of the holders of shares of Series A Preferred
        Stock
        to be redeemed shall cease and terminate, excepting only the right to receive
        the Redemption Price therefore.

       

      The
        Company shall not be required to establish any sinking or retirement fund
        with
        respect to the shares of Series A Preferred Stock.

       

      If
        the
        Company is legally unable or unable, without causing a default under any
        of the
        notes, bonds, debentures, indentures, credit or loan agreements, or any other
        agreement, document or instrument pertaining to any indebtedness related
        to
        borrowed money to which the Company is a party or to which its assets are
        subject, to discharge its obligation to redeem all outstanding shares of
        the
        Series A Preferred Stock pursuant to Section 5(a) on the Redemption Date,
        such
        redemption obligation shall be discharged as soon as the Company is able
        to
        discharge such redemption obligation. If the Company fails to discharge its
        obligation to redeem all outstanding shares of the Series A Preferred Stock
        pursuant to Section 5(a) on the Redemption Date, the shares of Series A
        Preferred Stock not redeemed shall remain outstanding and entitled to all
        the
        rights and preferences provided herein, including the accrual and payment
        of
        dividends, provided, however, that the Dividend Rate shall increase to an
        annual
        rate of nine and one-half percent (9.5%). If and so long as the redemption
        obligation with respect to the Series A Preferred Stock shall not be fully
        discharged, the Company shall not declare or make any dividend or other
        distribution or, directly or indirectly, redeem, purchase, or otherwise acquire
        for any consideration any other series or class or classes of stock or discharge
        any mandatory or optional redemption, sinking fund or other similar obligation
        in respect of any such securities. 

       

      Conversion.

       

      Optional
        Conversion.
        Each
        share of Series A Preferred Stock is convertible, in whole or in part, at
        the
        option of the holder thereof (“Optional Conversion”), at any time, into a number
        of duly authorized, validly issued, fully paid and nonassessable shares of
        Common Stock as is determined by dividing the Original Issue Price by the
        Conversion Price applicable to such share, determined as hereinafter provided,
        in effect on the date the certificate is surrendered for conversion. The
        initial
        Conversion Price per share of Series A Preferred Stock shall be the Original
        Issue Price; provided, however, that the Conversion Price shall be subject
        to
        adjustment as set forth in Subsection 6(d). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Automatic
        Conversion.
        Each
        share of Series A Preferred Stock then outstanding shall automatically be
        converted into shares of Common Stock, at the then effective Conversion Price
        at
        any time on or after (1)
        the
        closing of the sale of shares of Common Stock, at a price per share (prior
        to
        underwriting commissions and discounts) which results in the Company having
        a
        market value of at least $50 million, in a fully, underwritten public offering
        pursuant to an effective registration statement under the Securities Act
        of
        1933, as amended, other than a registration relating solely to a transaction
        under Rule 145 under such Act (or any successor thereto) or to an employee
        benefit plan of the Company, underwritten by a reputable underwriter acceptable
        to the holders of a majority of the then outstanding Series A Preferred Stock,
        resulting in at least $10,000,000 of gross proceeds to the Company, or
(2)
        the date
        specified by written consent or agreement by the holders of a majority of
        the
        outstanding shares of Series A Preferred Stock.

       

      Mechanics
        of Conversion.
        Conversion of shares of Series A Preferred Stock may be effected by delivering
        certificates evidencing such shares, together with written notice of conversion
        and proper assignment of such certificates to the Company or in blank to
        the
        office of any transfer agent for the shares of Series A Preferred Stock or
        to
        any other office or agency maintained by the Company for that purpose (the
        “Transfer Agent”) and otherwise in accordance with reasonable conversion
        procedures established by the Company. Holders of shares of Series A Preferred
        Stock at the close of business on a record date for any payment of declared
        Preferred Dividends shall be entitled to receive the Preferred Dividends
        so
        declared on such shares of Series A Preferred Stock on the corresponding
        Dividend Payment Date notwithstanding the conversion of such shares of Series
        A
        Preferred Stock following such record date and prior to such Dividend Payment
        Date. Each conversion shall be deemed to have been effected immediately prior
        to
        the close of business on the date of such surrender of the shares to be
        converted (except that if such conversion is in connection with an underwritten
        public offering of Common Stock, then such conversion shall be deemed to
        have
        been effected upon such surrender) so that the rights of the holder thereof
        as
        to the shares being converted shall cease at such time except for the right
        to
        receive shares of Common Stock and if the holder of the shares being so
        converted shall have elected to receive dividends subsequent to such conversion,
        all accrued and unpaid dividends in accordance herewith, and the person entitled
        to receive the shares of Common Stock issuable upon such conversion shall
        be
        treated for all purposes as the record holder of such shares of Common Stock
        at
        such time. As promptly as practicable after the surrender of the Series A
        Preferred Stock, the Company shall issue and deliver to such holder certificates
        for the number of shares of Common Stock issuable upon the conversion of
        such
        shares in accordance with the provisions hereof.

       

      Conversion
        Price Adjustments.
        The
        Conversion Price in effect from time to time for the Series A Preferred Stock
        shall be subject to adjustment in certain cases as follows:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        the
        Company shall at any time or from time to time after the Issuance Date, effect
        a
        stock split of the outstanding Common Stock, the applicable Conversion Price
        in
        effect immediately prior to the stock split shall be proportionately decreased.
        If the Company shall at any time or from time to time after the Issuance
        Date,
        combine the outstanding shares of Common Stock, the applicable Conversion
        Price
        in effect immediately prior to the combination shall be proportionately
        increased. Any adjustments under this Section 6(d)(i) shall be effective
        at the
        close of business on the date the stock split or combination
        occurs.

       

      If
        the
        Company shall at any time or from time to time after the Issuance Date, make
        or
        issue or set a record date for the determination of holders of Common Stock
        entitled to receive a dividend or other distribution payable in shares of
        Common
        Stock, then, and in each event, the applicable Conversion Price in effect
        immediately prior to such event shall be decreased as of the time of such
        issuance or, in the event such record date shall have been fixed, as of the
        close of business on such record date, by multiplying, as applicable, the
        applicable Conversion Price then in effect by a fraction:

       

      the
        numerator of which shall be the total number of shares of Common Stock issued
        and outstanding immediately prior to the time of such issuance or the close
        of
        business on such record date; and

       

      the
        denominator of which shall be the total number of shares of Common Stock
        issued
        and outstanding immediately prior to the time of such issuance or the close
        of
        business on such record date plus the number of shares of Common Stock issuable
        in payment of such dividend or distribution.

       

      If
        the
        Company shall at any time or from time to time after the Issuance Date, make
        or
        issue or set a record date for the determination of holders of Common Stock
        entitled to receive a dividend or other distribution payable in other than
        shares of Common Stock, then, and in each event, an appropriate revision
        to the
        Conversion Price shall be made and provision shall be made (by adjustments
        of
        the Conversion Price or otherwise) so that the holders of Series A Preferred
        Stock shall receive upon conversion thereof, in addition to the number of
        shares
        of Common Stock receivable thereon, the number of securities of the Company
        or
        other assets which they would have received had their Series A Preferred
        Stock
        been converted into Common Stock on the date of such event and had thereafter,
        during the period from the date of such event to and including the Conversion
        Date, retained such securities or assets (together with any distributions
        payable thereon during such period), giving application to all adjustments
        called for during such period under this Section 6(e)(iii) with respect to
        the
        rights of the holders of the Series A Preferred Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        the
        Common Stock issuable upon conversion of the Series A Preferred Stock at
        any
        time or from time to time after the Issuance Date shall be changed to the
        same
        or different number of shares of any class or classes of stock, whether by
        reclassification, exchange, substitution or otherwise (other than by way
        of a
        stock split or combination of shares or stock dividends provided for in Sections
        6(d)(i), (ii) and (iii), or a reorganization, merger, consolidation, or sale
        of
        assets provided for in Section 6(d)(v)), then, and in each event, an appropriate
        revision to the Conversion Price shall be made and provisions shall be made
        (by
        adjustments of the Conversion Price or otherwise) so that the holder of each
        share of Series A Preferred Stock shall have the right thereafter to convert
        such share of Series A Preferred Stock into the kind and amount of shares
        of
        stock and other securities receivable upon reclassification, exchange,
        substitution or other change, by holders of the number of shares of Common
        Stock
        into which such share of Series A Preferred Stock might have been converted
        immediately prior to such reclassification, exchange, substitution or other
        change, all subject to further adjustment as provided herein.

       

      If
        at any
        time or from time to time after the Issuance Date there shall be a capital
        reorganization of the Company (other than by way of a stock split or combination
        of shares or stock dividends or distributions provided for in Section 6(d)(i),
        (ii) and (iii), or a reclassification, exchange or substitution of shares
        provided for in Section 6(d)(iv)), or a merger or consolidation of the Company
        with or into another corporation or other business entity, or the sale of
        all or
        substantially all of the Company’s properties or assets to any other, then as a
        part of any such transaction an appropriate revision to the Conversion Price
        shall be made and provision shall be made (by adjustments of the Conversion
        Price or otherwise) so that the holder of each share of Series A Preferred
        Stock
        shall have the right thereafter to convert such share of Series A Preferred
        Stock into the kind and amount of shares of stock and other securities or
        property of the Company or any successor corporation or other business entity
        resulting from any such transaction. In any such case, appropriate adjustment
        shall be made in the application of the provisions of this Section 6(d)(v)
        with
        respect to the rights of the holders of the Series A Preferred Stock after
        any
        such transaction to the end that the provisions of this Section 6(d)(v)
        (including any adjustment in the applicable Conversion Price then in effect
        and
        the number of shares of stock or other securities deliverable upon conversion
        of
        the Series A Preferred Stock) shall be applied after that event in as nearly
        an
        equivalent manner as may be practicable.

       

      If
        the
        Company, at any time after the Issuance Date, shall issue any securities
        convertible into or exchangeable for, directly or indirectly, Common Stock
        (“Convertible Securities”), other than the Series A Preferred Stock, or any
        rights or warrants or options to purchase any such Common Stock or Convertible
        Securities, shall be issued or sold (collectively, the “Common Stock
        Equivalents”) and the price per share for which additional shares of Common
        Stock may be issuable thereafter pursuant to such Common Stock Equivalent
        shall
        be less than the applicable Conversion Price then in effect or if, after
        any
        such issuance of Common Stock Equivalents, the price per share for which
        additional shares of Common Stock may be issuable thereafter is amended or
        adjusted, and such price as so amended shall be less than the applicable
        Conversion Price, then the applicable Conversion Price upon each such issuance
        or amendment shall be reduced, as of the opening of business on the date
        of such
        issuance or amendment, to the price at which such Common Stock Equivalents
        shall
        be issued. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Notwithstanding
        any other provision of this Subsection 6(d), if the Company, after the Issuance
        Date and at any time prior to the latest to occur of the (A) first anniversary
        of the Issuance Date or (B) date of the consummation of a financing transaction
        of the Company resulting in at least $500,000 of gross proceeds to the Company,
        issues any options to purchase Common Stock to any employees of the Company,
        then the applicable Conversion Price upon such issuance shall be adjusted
        so
        that the or standing 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.

       

      In
        case
        any shares of Common Stock or Convertible Securities (other than the Series
        A
        Preferred Stock), or any rights or warrants or options to purchase any such
        Common Stock or Convertible Securities, shall be issued or sold:

       

      in
        connection with any merger or consolidation in which the Company is the
        surviving corporation (other than any consolidation or merger in which the
        previously outstanding shares of Common Stock of the Company shall be changed
        to
        or exchanged for the stock or other securities of another corporation), the
        amount of consideration therefore shall be, deemed to be the fair value,
        as
        determined reasonably and in good faith by the Board of Directors of the
        Company, of such portion of the assets and business of the nonsurviving
        corporation as such Board may determine to be attributable to such shares
        of
        Common Stock, Convertible Securities, rights or warrants or options, as the
        case
        may be; or

       

      in
        the
        event of any consolidation or merger of the Company in which the Company
        is not
        the surviving corporation or in which the previously outstanding shares of
        Common Stock of the Company shall be changed into or exchanged for the stock
        or
        other securities of another corporation, or in the event of any sale of all
        or
        substantially all of the assets of the Company for stock or other securities
        of
        any corporation, the Company shall be deemed to have issued a number of shares
        of its Common Stock for stock or securities or other property of the other
        corporation computed on the basis of the actual exchange ratio on which the
        transaction was predicated, and for a consideration equal to the fair market
        value on the date of such transaction of all such stock or securities or
        other
        property of the other corporation. If any such calculation results in adjustment
        of the applicable Conversion Price, or the number of shares of Common Stock
        issuable upon conversion of the Series A Preferred Stock, the determination
        of
        the applicable Conversion Price or the number of shares of Common Stock issuable
        upon conversion of the Series A Preferred Stock immediately prior to such
        merger, consolidation or sale, shall be made after giving effect to such
        adjustment of the number of shares of Common Stock issuable upon conversion
        of
        the Series A Preferred Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      In
        case
        the Company shall take record of the holders of its Common Stock for the
        purpose
        of entitling them to subscribe for or purchase Common Stock or Convertible
        Securities, then the date of the issue or sale of the shares of Common Stock
        shall be deemed to be such record date.

       

      No
        Impairment.
        The
        Company shall not, by amendment of its Certificate of Incorporation or through
        any reorganization, transfer of assets, consolidation, merger, dissolution,
        issue or sale of securities or any other voluntary action, avoid or seek
        to
        avoid the observance or performance of any of the terms to be observed or
        performed hereunder by the Company, but will at all times in good faith,
        assist
        in the carrying out of all the provisions of this Section 6 and in the taking
        of
        all such action as may be necessary or appropriate in order to protect the
        Conversion Rights of the holders of the Series A Preferred Stock against
        impairment. 

       

      Certificate
        as to Adjustments.
        Upon
        occurrence of each adjustment or readjustment of the Conversion Price or
        number
        of shares of Common Stock issuable upon conversion of the Series A Preferred
        Stock pursuant to this Section 6, the Company at its expense shall promptly
        compute such adjustment or readjustment in accordance with the terms hereof
        and
        furnish to each holder of such Series A Preferred Stock a certificate setting
        forth such adjustment and readjustment, showing in detail the facts upon
        which
        such adjustment or readjustment is based. The Company shall, upon written
        request of the holder of such affected Series A Preferred Stock, at any time,
        furnish or cause to be furnished to such holder a like certificate setting
        forth
        such adjustments and readjustments, the applicable Conversion Price in effect
        at
        the time, and the number of shares of Common Stock and the amount, if any,
        of
        other securities or property which at the time would be received upon the
        conversion of a share of such Series A Preferred Stock. Notwithstanding the
        foregoing, the Company shall not be obligated to deliver a certificate unless
        such certificate would reflect an increase or decrease of at least one percent
        of such adjusted amount.

       

      Taxes.
        The
        Company shall pay any and all issue and other taxes, excluding federal, state
        or
        local income taxes, that may be payable in respect of any issue or delivery
        of
        shares of Common Stock on conversion of shares of Series A Preferred Stock
        pursuant thereto.

       

      Notices.
        All
        notices and other communications hereunder shall be in writing and shall
        be
        deemed given if delivered personally or by facsimile or three (3) business
        days
        following being mailed by certified or registered mail, postage prepaid,
        return
        receipt requested, addressed to the holder of record at its address appearing
        on
        the books of the Company. The Company will give written notice to each holder
        of
        Series A Preferred Stock at least twenty (20) days prior to the date on which
        the Company closes its books or takes a record (1) with respect to any dividend
        or distribution upon the Common Stock, (2) with respect to any pro rata
        subscription offer to holders of Common Stock or (3) for determining rights
        to
        vote with respect to any transaction referred to in Section 6(e)(v),
        dissolution, liquidation or winding up and in no event shall such notice
        be
        provided to such holder prior to such information being made known to the
        public. The Company will also give written notice to each holder of Series
        A
        Preferred Stock at least twenty (20) days prior to the date on which any
        such
        transaction, dissolution, liquidation or winding up will take
        place.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      No
        Fractional Shares.
        No
        fractional shares of Common Stock shall be issued upon conversion of the
        Series
        A Preferred Stock. In Lieu of any fractional shares to which the holder would
        otherwise be entitled, the Company shall round the number of shares of Common
        Stock up to the nearest whole number of shares of Common Stock.

       

      Reservation
        of Stock Issuable Upon Conversion.
        The
        Company shall, so long as any shares of Series A Preferred Stock are
        outstanding, reserve and keep available out of its authorized and unissued
        Common Stock, solely for the purpose of effecting the conversion of the Series
        A
        Preferred Stock, such number of shares of Common Stock as shall from time
        to
        time be sufficient to effect the conversion of all of the Series A Preferred
        Stock then outstanding.

       

      New
        Certificates.
        Upon
        conversion of only a portion of the number of shares of Series A Preferred
        Stock
        represented by a certificate surrendered for conversion, the Company shall
        issue
        and deliver to such holder at the expense of the Company, a new certificate
        covering the number of shares of Series A Preferred stock representing the
        unconverted portion of the certificate so surrendered as required by Section
        6(c).

       

      Voting
        Rights.
        

       

      Except
        as
        otherwise provided by Delaware law, each holder of shares of Series A Preferred
        Stock shall be entitled to the number of votes equal to the number of whole
        shares of Common Stock into which the shares of Series A Preferred Stock
        held by
        such holder are convertible (as adjusted from time to time pursuant to Section
        6
        hereof), at each meeting of stockholders or written consent in lieu of meetings
        with respect to any matters presented to the stockholders of the Company
        for
        their action or consideration. Except as provided by law, by the provisions
        of
        Subsection 7(b) or 7(c) below, or by the provisions establishing any other
        series of Preferred Stock, holders of Series A Preferred stock and of any
        other
        outstanding series of Preferred Stock shall vote together with the holders
        of
        Common Stock as a single class.

       

      The
        Company shall not amend, alter or repeal preferences, rights, powers or other
        terms of Series A Preferred Stock so as to affect adversely the Series A
        Preferred Stock, without the written consent or affirmative vote of the holders
        of at least sixty-six and two-thirds percent (66.6%) of the then outstanding
        shares of Series A Preferred Stock, given in writing or by vote at a meeting,
        consenting or voting (as the case may be) separately as a class. For this
        purpose, without limiting the generality of the foregoing, the authorization
        or
        issuance of any series of Preferred Stock which is on a parity with or has
        preference or priority over the Series A Preferred Stock as to the right
        to
        receive either dividends or amounts distributable upon liquidation, dissolution
        or winding up of the Company shall be deemed to affect adversely the Series
        A
        Preferred Stock. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Without
        the affirmative vote of the holders of not less than a majority of the shares
        of
        Series A Preferred Stock outstanding, voting together as a single class,
        the
        Company shall not amend or waive any of the provisions of the Certificate
        of
        Incorporation or this Certificate of Designations, which would materially
        and
        adversely affect any right, preference or privilege of the Series A Preferred
        Stock or of the holders thereof; provided, however, that any increase in
        the
        amount of authorized Preferred Stock or the creation and/or issuance of other
        series of Preferred Stock, in each case ranking junior to the Series A Preferred
        Stock, shall not be deemed to materially and adversely affect such rights,
        preferences or privileges and shall not require the consent of the holders
        of
        the then outstanding Series A Preferred Stock.

       

      Reacquired
        Shares.
        Any
        shares of Series A Preferred Stock converted, exchanged, redeemed, purchased
        or
        otherwise acquired by the Company in any manner whatsoever shall be retired
        and
        canceled promptly after the acquisition thereof. All such shares shall upon
        their cancellation become authorized but unissued shares of Preferred Stock
        without designation as to series and may be reissued as part of a new series
        of
        Preferred Stock to be created by resolution or resolutions of the Board of
        Directors as permitted by the Certificate of Incorporation or as otherwise
        permitted under Delaware law. 

       

      Severability
        of Provisions.
        Whenever possible, each provision hereof shall be interpreted in a manner
        as to
        be effective and valid under applicable law, but if any provision hereof
        is held
        to be prohibited by or invalid under applicable law, such provision shall
        be
        ineffective only to the extent of such prohibition or invalidity, without
        invalidating or otherwise adversely affecting the remaining provisions hereof.
        If a court of competent jurisdiction should determine that a provision hereof
        would be valid or enforceable if a period of time were extended or shortened
        or
        a particular percentage were increased or decreased, then such court may
        make
        such change as shall be necessary to render the provision in question effective
        and valid under applicable law.

       

      Replacement.
        Upon
        receipt of evidence satisfactory to the Company (an affidavit of the registered
        holder shall be satisfactory) of the ownership and the loss, theft, destruction
        or mutilation of any certificate evidencing shares of Series A Preferred
        Stock,
        and, in the case of any such loss, theft or destruction, upon receipt of
        indemnity reasonably satisfactory to the Company (provided, that, if the
        holder
        is a financial institution or other institutional investor, its own agreement
        shall be satisfactory), or, in the case of any such mutilation, upon surrender
        of such certificate, the Company shall execute and deliver in lieu of such
        certificate a new certificate of like kind representing the number of shares
        of
        Series A Preferred Stock of such class represented by such lost, stolen,
        destroyed or mutilated certificate and dated the date of the lost, stolen,
        destroyed or mutilated certificate, and dividends shall accrue on the Series
        A
        Preferred Stock represented by such new certificate from the date to which
        dividends have been fully paid on the Series A Preferred Stock represented
        by
        the lost, stolen, destroyed or mutilated certificate.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Successors
        and Transferees.
        The
        provisions applicable to shares of Series A Preferred Stock shall bind and
        inure
        to the benefit of
        and be
        enforceable by the Company, the respective successors to the Company, and
        by any
        record holder of shares of Series A Preferred Stock. 

       

      IN
        WITNESS WHEREOF, Trulite, Inc. has caused this Certificate of Designations
        to be
        signed by the undersigned on this __ day of July, 2004.

      
        
          	 	 	 
	 	TRULITE,
                  INC.
	 	
	 	 
	 	By:  	 
	 	
                  
                    
John
                    Berger

                
	 	
                  President
                    and CEO