Exhibit
      10.63

     

    CONSULTING
      AGREEMENT

     

    THIS
      CONSULTING AGREEMENT (“Agreement”) is entered into effective April 4, 2007 (the
“Effective Date”), by and between TRULITE, INC. (“the Company”)
      and
      Fenway Advisory Group (“Consultant”). The Company and Consultant shall
      collectively be referred to herein as “the Parties.”

     

    WHEREAS,
      the
Company
      desires to obtain the benefit of the knowledge and experience of Consultant
      by
      retaining Consultant on an independent contractor basis, and Consultant is
      willing to render such services to the Company on the terms and conditions
      set
      forth herein. 

     

    NOW
      THEREFORE, in consideration of the promises and mutual covenants contained
      herein, the receipt and sufficiency of which is acknowledged, the Parties agree
      as follows:

     

    1. Consulting
      Services.
      The
      Company hereby retains Consultant to perform certain services for the Company,
      and Consultant hereby agrees to provide such services (the “Services”). The
      Services will include, and be limited to, the following:

     

    a.
      The
      Consultant will identify potential investors to the Company so that the Company
      or the NASD member firms engaged by the Company can discuss any investment
      in
      the Company directly with the potential investors. The Consultant will not
      directly or indirectly solicit or negotiate an investment from these potential
      or current investors.

     

    b.
      The
      Consultant will provide general consulting advice regarding financing strategies
      for the Company on an ongoing basis.

     

    c.
      The
      Consultant will provide general consulting advice regarding business strategies
      for the Company that will help to meet the expectations of investors and
      stockholders.

     

    All
      of
      Consultant’s services will be subject to the Company’s final approval and will
      be performed in accordance with the Company standards, but Consultant shall
      direct the details and means by which the services are accomplished. Consultant
      shall conform to the rules, regulations, instructions, practices and policies
      of
      the Company now in force or hereafter enacted which are applicable to
      consultants or independent contractors engaged by the Company.

     

    2. Location.
      Consultant will work out of its office. 

     

    3. Compensation
      for Services.
      The
      Company will compensate the Consultant by issuing to Consultant or Consultant’s
      designees as soon as practicable after execution of the Agreement 150,000 shares
      of Trulite’s restricted common stock and Warrants having a five (5) year term to
      purchase an aggregate of 100,000 shares of Trulite’s common stock at a strike
      price of $3.00 per share. The Company and the Consultant agree that the stock
      and the warrants that shall be issued are a full and complete compensation
      for
      the services to be provided under the terms of this Agreement. No compensation
      is contingent on performance of the services. The Consultant will be responsible
      for all of its own reasonable and customary expenses including but not limited
      to travel, entertainment, lodging, office and communications
      expenses.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. Term.
      The
      term of this Agreement for providing consulting services shall end on May 31,
      2007. Either Consultant or the Company may terminate this Agreement at any
      time
      and for any reason during the term by delivery of written notice to the other
      party.

     

    6. Independent
      Contractor Relationship.
      In
      rendering Services hereunder it is expressly understood and agreed that
      Consultant is not an employee of or controlled by the Company, but that
      Consultant is, in all respects, an independent contractor, and as such
      Consultant has no right or authority to make any disbursements or purchases
      or
      to incur any liabilities on behalf of the Company or to otherwise obligate
      the
      Company in any manner whatsoever, unless specifically authorized to do so by
      the
      Company. The Consultant may not act as an agent of the Company. The Consultant
      may not solicit funds from investors and may not act as a broker or dealer
      in
      the securities of the Company.

     

    The
      Company will make no deductions from any of the payments in stock made to
      Consultant hereunder for state or federal tax purposes. Consultant agrees that
      it will be solely responsible for any and all taxes and other payments due
      on
      payments received by Consultant from the Company hereunder, including
      withholding of state and federal income, sales or ad valorem taxes, unemployment
      compensation, workers’ compensation, Federal Insurance Contributions Act,
      Federal Unemployment Tax Act or other taxes, costs or expenses incurred in
      the
      performance of any engagement hereunder. Consultant expressly indemnifies and
      holds the Company harmless from any such liabilities. 

     

    Consultant
      understands and agrees that the Company is not responsible for paying any
      retirement, worker’s compensation or unemployment benefits to Consultant.


     

    7. Confidentiality.
      Consultant will be required, as a condition of this Agreement, to strictly
      maintain the confidentiality of any confidential business matters pertaining
      to
      the Company. Consultant agrees not to use any confidential information acquired
      by Consultant in connection with performing the Services for Consultant’s own
      personal benefit or for the benefit of persons other than the Company.
      Consultant agrees that Consultant’s obligations under this paragraph shall
      continue in effect for five years after termination of the Agreement, regardless
      of the reason or reasons for termination, and whether such termination is
      voluntary or involuntary on Consultant’s part.

     

    8. No
      Conflicting Agreements.
      Consultant represents and warrants that it is not a party to, subject to, or
      otherwise bound by any other agreement, arrangement, or understanding, written
      or otherwise, which prohibits, restricts, or anyway whatsoever conflicts with
      Consultant’s ability to enter into and fulfill its obligations under this
      Agreement.

     

    9. 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.


     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    10. Counterparts.
      This
      Agreement may be executed in multiple counterparts, all of which shall
      constitute one agreement and each of which shall constitute an original of
      this
      Agreement.

     

    11. Headings.
      The
      headings used in this Agreement have been included only in order to make it
      easier to locate the subject covered by each provision and are not to be used
      in
      construing this Agreement.

     

    12. Entire
      Agreement.
      This
      Agreement supersedes and replaces any prior understandings or agreements,
      whether oral, written or implied, between Consultant and the Company regarding
      the matters described in this letter.

     

    13. Invalid
      Provisions.
      Should
      any portion of this Agreement be adjudged or held to be invalid, unenforceable
      or void, such holding shall not have the effect or invalidating or voiding
      the
      remainder of this agreement and the parties hereby agree that the portion so
      held invalid, unenforceable or void shall, if possible, be deemed amended or
      reduced in scope, or otherwise be stricken from this letter to the extent
      required for the purposes of validity and enforcement thereof.

     

    [Signature
      page follows.]

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
      as
      of the Effective Date.

     

    
      	 	 	 
	 	
              COMPANY:

               

              TRULITE,
                INC.

            
	 
 	 
 	 
 
	 	Name:  
              	/s/ Jonathan H. Godshall
	 	
               

              Title:

            	
              
Jonathan
              H. Godshall
	 	
               

              Date:

            	
              
4-4-07
	 	 	
              

            


    

     

    
      	 	 	 
	 	
              CONSULTANT:

               

              FENWAY
                ADVISORY GROUP

            
	 
 	 
 	 
 
	 	Name:   	/s/ Neil C. Sullivan
	 	
               

              Title:

            	
              
Fenway
              Advisory Group
	 	
               

              Date:

            	
              
3-28-07