Exhibit
      10.65

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (this “Agreement”)
      is
      made and entered into as of the 5th day of April, 2007 by and between Trulite,
      Inc., a Delaware corporation (“Trulite”)
      and
      Standard Renewable Energy Group, LP (“SREG,
      LP”).

     

    RECITALS

     

    A. SREG,
      LP
      has lent to Trulite an aggregate of $125,000 pursuant to the terms of the
      promissory note listed on Exhibit
      A
      attached
      hereto (collectively, the “Note”);
      and

     

    B. SREG,
      LP
      desires to convert the aggregate principal balance of and all accrued but unpaid
      interest on the Note into shares of Trulite Common Stock, $0.001 par value
      per
      share (“Common
      Stock”)
      on the
      terms and conditions set forth in this Agreement.

     

    C. Trulite
      desires to issue to SREG, LP shares of its Common Stock in consideration of
      the
      cancellation of the aggregate principal balance of and accrued but unpaid
      interest on the Note on the terms and conditions set forth in this
      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
      SREG, LP agree as follows:

     

    1. On
      the
      third (3rd)
      business day following the last of the first ten (10) trading days on which
      Trulite Common Stock has traded on the Over the Counter Bulletin Board (the
      “Initial
      Ten Trading Days”)
      (such
      third business day being referred to herein as the “Effective
      Date”),
      Trulite shall issue to SREG, LP a number of shares of Common Stock determined
      by
      multiplying 2.0 times 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 average closing
      sale
      price for the Common Stock as quoted on the Over the Counter Bulletin Board
      for
      the Initial Ten Trading Days (collectively, the “Shares”).

     

    2. In
      consideration of the receipt of the Shares, on the Effective Date, SREG, LP
      shall surrender to Trulite the Note.

     

    3. Trulite
      hereby represents and warrants to SREG, LP as follows:

     

    (a) Trulite
      has duly authorized the issuance and sale of the Shares in accordance with
      the
      terms of this Agreement.

     

    (b) The
      Shares, when issued and paid for in accordance with this Agreement, will
      represent validly authorized, duly issued and fully paid and non-assessable
      shares of Common Stock.

     

    4. SREG,
      LP
      hereby represents, warrants and covenants to Trulite as follows:

    
       

      (a) SREG,
        LP
        is purchasing the Shares for SREG, LP’s own account, and not for the account of
        any other person;

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) SREG,
      LP
      is purchasing the Shares for investment only, and is not purchasing the Shares
      with a view towards the current or future resale, assignment, fractionalization
      or distribution of the Shares;

     

    (c) SREG,
      LP
      understands that (A) the Shares (1) have not been registered under the
      Securities Act of 1933, as amended (the “Act”)
      or any
      other federal or state securities laws, and (2) must be held by SREG, LP
      indefinitely; and (B) SREG, LP must therefore bear the economic risk of such
      investment indefinitely; unless a subsequent disposition thereof is registered
      under the Act and applicable state securities laws or is exempt therefrom.
      SREG,
      LP further understands that such exemptions depend on, among other things,
      the
      bona fide nature of the investment intent of SREG, LP expressed herein. Pursuant
      to the foregoing, SREG, LP acknowledges that the certificate representing the
      Shares acquired hereunder shall bear a restrictive legend substantially as
      follows:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
      TRANSFER UNDER THE SECURITIES ACT OF 1933 (THE “ACT”), AS AMENDED, AND STATE
      SECURITIES LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED OR OTHERWISE DISPOSED OF UNLESS (I) REGISTERED UNDER THE APPLICABLE
      SECURITIES LAWS OR (II) AN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL
      ARE BOTH REASONABLY SATISFACTORY TO TRULITE, HAS BEEN DELIVERED TO TRULITE
      AND
      SUCH OPINION STATES THAT THE SECURITIES MAY BE TRANSFERRED WITHOUT SUCH
      REGISTRATION.”

     

    (d) SREG,
      LP
      acknowledges and understands that Trulite has a limited operating
      history;

     

    (e) Trulite
      has made available to SREG, LP the opportunity to ask questions of and obtain
      additional information from Trulite (or any person acting on its behalf),
      concerning the terms and conditions of this investment, and all such questions
      have been answered to the full satisfaction of SREG, LP and are sufficient
      for
      SREG, LP to evaluate the merits and risks of the investment;

     

    (f) SREG,
      LP
      represents that it has been called to its attention that its investment in
      Trulite involves a high degree of risk which may result in the loss of the
      total
      amount of its investment;

     

    (g) SREG,
      LP
      has been furnished by Trulite all information (or provided access to all
      information) regarding the business and financial condition of Trulite, its
      expected plans for future business activities, the attributes of the Shares
      and
      the merits and risks of an investment in the Shares that SREG, LP has requested
      or otherwise needs to evaluate the investment in the Shares.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    5. In
      the
      event that within two (2) years of the date of this Agreement, Trulite files
      with the Securities and Exchange Commission a registration statement under
      the
      Act, other than a Registration Statement on Form S-8, a Registration Statement
      on Form S-4 or a similar or successor form, Trulite will use its reasonable
      efforts to cause registration of the resale of 5% of the Shares to be included
      in the first such registration statement filed by Trulite; provided that SREG,
      LP complies with all reasonable requests made by Trulite related to the
      inclusion of such Shares in such registration statement.

     

    6. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Texas, notwithstanding principles of conflicts of laws.

     

    7. This
      Agreement constitutes the entire agreement among the parties hereto with respect
      to the subject matter hereof, and may be amended only by a writing executed
      by
      all parties hereto.

     

    Executed
      as of the date first set forth above.

    
      	 	 	 
	 	
              TRULITE,
                INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/ Jonathan H. Godshall 
	 	
              

              Name:  
Jonathan
                H.
                Godshall 

              
                

              

              Title:    President

              
                
 

            


    

    
      	
            	 	 
	 	
              
                STANDARD
                  RENEWABLE ENERGY GROUP, LP

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ John D. White
	 	
              

              Name:    John
                D.
                White

              
                

              

              Title:     
General
                Counsel and Senior Vice President

              
                
 

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    
      	
              Date
                of Note

            	 	
              Payee

            	 	
              Aggregate
                Principal Amount

            
	
              August
                9, 2006

            	 	
              Standard
                Renewable Energy Group, LP

            	 	
              $

            	
              125,000