THIRD
      AMENDMENT
      TO SUBSCRIPTION AGREEMENT

     

    This
      Third Amendment to Subscription Agreement (this “Amendment”)
      is
      made and entered into as of the 25th
      day of
      November, 2007 by and between Trulite, Inc., a Delaware corporation
      (“Trulite”)
      and
      Contango Venture Capital Corporation (“CVCC”).

     

    RECITALS

     

    A. Trulite
      and CVCC entered into (i) that certain Subscription Agreement dated April 5,
      2007 and (ii) that certain amendment to Subscription Agreement dated April
      24,
      2007 (as amended, the “Subscription
      Agreement”),
      and
      that certain Second Amendment to Subscription Agreement dated June 29, 2007
      and
      desire to further amend the Subscription Agreement as set forth
      herein.

     

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

     

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

     

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

     

    “1. Trulite
      shall issue to CVCC a number of shares of Common Stock determined by the
      quotient of (x) the aggregate principal balance of and accrued but unpaid
      interest on the Notes as of the close of business on the day immediately
      preceding the Effective Date divided by (y) the agreed price per share of Common
      Stock of $0.67 (collectively, the “Shares”).
      

     

    2. Exhibit
      A
      to the
      Subscription Agreement is hereby amended in its entirety to read as Exhibit
      A
      attached
      to this Amendment, and all references to Notes in the Subscription Agreement
      shall be deemed to be references to the promissory notes listed on Exhibit
      A
      attached
      to this Amendment. Additionally, Trulite and CVCC acknowledge that the aggregate
      principal balance of the Notes is $765,000.

     

    3. By
      executing this Amendment, Trulite affirms the representations and warranties
      set
      forth in Section 3 of the Subscription Agreement.

     

    4. By
      executing this Amendment, CVCC affirms the representations and warranties set
      forth in Section 4 of the LLC Agreement.

     

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

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Executed
      as of the date first set forth above.

     

    
      	 	
              TRULITE,
                INC.

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      	 	
              CONTANGO
                VENTURE CAPITAL CORPORATION

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    EXHIBIT
      A

     

    
      	
              Date
                of Note

            	 	
              Payee

            	 	
              Aggregate
                

              Principal Amount

            	 
	
              August
                9, 2006

            	 	 	
              Contango
                Venture Capital Corporation

            	 	
              $

            	
              125,000

            	 
	
              November
                22, 2006

            	 	 	
              Contango
                Venture Capital Corporation

            	 	
              $

            	
              400,000

            	 
	
              February
                6, 2007

            	 	 	
              Contango
                Venture Capital Corporation

            	 	
              $

            	
              240,000