Exhibit
      10.64

    


    THIS
      WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
      LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
      TO THE SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE SECURITIES LAW OR
      PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL SATISFACTORY TO THE PARTNERSHIP
      THAT SUCH REGISTRATION IS NOT REQUIRED.

    


    
      	
              Date
                of Issuance

            	 	
              Void
                after

            
	
              April
                4, 2007

            	 	
              April
                4, 2012

            


    

    


    TRULITE,
      INC.

    


    WARRANT
      TO PURCHASE SHARES OF COMMON STOCK

     

    This
      Warrant is issued to Fenway Advisory Group or its assigns (the “Holder”)
      by
      Trulite, Inc., a Delaware corporation (the “Company”).

    


    1.  Purchase
      of Shares.

     

    (a)  Number
      of Shares.
      Subject
      to the terms and conditions set forth herein, the Holder is entitled, upon
      surrender of this Warrant at the principal office of the Company (or at such
      other place as the Company shall notify the Holder in writing), to purchase
      from
      the Company up to one hundred thousand (100,000) fully paid and nonassessable
      shares of the Company’s common stock, par value $0.0001 per share (the
“Common
      Stock”).

     

    (b)  Exercise
      Price.
      The
      exercise price for the shares of Common Stock issuable pursuant to this Section
      1
      (the
“Shares”)
      shall
      be Three Dollars ($3.00) per share (the “Exercise
      Price”).
      The
      Shares and the Exercise Price shall be subject to adjustment pursuant to
      Section 9
      hereof.

     

    2.  Exercise
      Period.
      This
      Warrant shall be exercisable, in whole or in part, during the term commencing
      on
      the date hereof and ending at 5:00 p.m. CST on April 4, 2012 (the “Exercise
      Period”);
      provided, however, that this Warrant shall no longer be exercisable and become
      null and void upon the consummation of any “Termination
      Event”
defined
      as (a) the closing of the sale, transfer or other disposition of all or
      substantially all of the Company’s assets, (b) the consummation of the
      merger or consolidation of the Company with or into another entity (except
      a
      merger or consolidation in which the holders of Company’ Common Stock
      immediately prior to such merger or consolidation continue to hold at least
      50%
      of the equity interest of the Company or the surviving or acquiring entity),
      (c) the closing of the transfer (whether by merger, consolidation or
      otherwise), in one transaction or a series of related transactions, to a person
      or group of affiliated persons (other than an underwriter of the Company’s
      securities), of the Company’s securities if, after such closing, such person or
      group of affiliated persons would hold more than 50% of the outstanding Common
      Stock of the Company, or (d) a liquidation, dissolution or winding up of the
      Company; provided, however, that a transaction shall not constitute a
      Termination Event if its sole purpose is to change the state of the Company’s
      organization or to create a holding company that will be owned in substantially
      the same proportions by the persons who held the Company’s securities
      immediately prior to such transaction. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    3.  Method
      of Exercise.

     

    (a)  While
      this Warrant remains outstanding and exercisable in accordance with
      Section 2
      above,
      the Holder may exercise, in whole or in part, the purchase rights evidenced
      hereby. Such exercise shall be effected by:

     

    (i)  the
      surrender of the Warrant, together with a duly executed copy of the Notice
      of
      Exercise attached hereto, to the Secretary of the Company at its principal
      office (or at such other place as the Company shall notify the Holder in
      writing); and

     

    (ii)  the
      payment to the Company of an amount equal to the aggregate Exercise Price for
      the number of Shares being purchased.

     

    (b)  Each
      exercise of this Warrant shall be deemed to have been effected immediately
      prior
      to the close of business on the day on which this Warrant is surrendered to
      the
      Company as provided in Section 3(a)
      above.
      At such time, the person or persons in whose name or names any certificate
      for
      the Shares shall be issuable upon such exercise as provided in Section
3(c)
      below
      shall be deemed to have become the holder or holders of record of the Shares
      represented by such certificate.

     

    (c)  As
      soon
      as practicable after the exercise of this Warrant in whole or in part the
      Company at its expense will cause to be issued in the name of, and delivered
      to,
      the Holder, or as such Holder (upon payment by such Holder of any applicable
      transfer taxes) may direct:

     

    (i)  a
      certificate or certificates for the number of Shares to which such Holder shall
      be entitled, and

     

    (ii)  in
      case
      such exercise is in part only, a new warrant or warrants (dated the date hereof)
      of like tenor, calling in the aggregate on the face or faces thereof for the
      number of Shares equal to the number of such Shares described in this Warrant
      minus the number of such Shares purchased by the Holder upon all exercises
      made
      in accordance with Section 3(a)
      above or
      Section 4
      below.

     

    4.  Representations
      and Warranties of the Company.
      In
      connection with the transactions provided for herein, the Company hereby
      represents and warrants to the Holder that:

     

    (a)  Organization,
      Good Standing, and Qualification.
      The
      Company is a corporation duly organized, validly existing, and in good standing
      under the laws of the State of
      Delaware and has all requisite corporate power and authority to carry on its
      business as now conducted. The Company is duly qualified to transact business
      and is in good standing in each jurisdiction in which the failure to so qualify
      would have a material adverse effect on its business or properties.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (b)  Authorization.
      Except
      as may be limited by applicable bankruptcy, insolvency, reorganization or
      similar laws relating to or affecting the enforcement of creditors’ rights, all
      corporate action has been taken on the part of the Company, its officers,
      directors, and stockholders necessary for the authorization, execution and
      delivery of this Warrant. The Company has taken all corporate action required
      to
      make all the obligations of the Company reflected in the provisions of this
      Warrant the valid and enforceable obligations they purport to be. The issuance
      of this Warrant will not be subject to preemptive rights of any stockholders
      of
      the Company. The Company has authorized sufficient shares of Common Stock to
      allow for the exercise of this Warrant.

     

    (c)  Valid
      Issuance of Common Stock.
      The
      Shares, when issued, sold, and delivered in accordance with the terms of the
      Warrants for the consideration expressed therein, will be duly and validly
      issued, fully paid and nonassessable and, based in part upon the representations
      and warranties of the Holders in this Warrant, will be issued in compliance
      with
      all applicable federal and state securities laws.

     

    5.  Representations
      and Warranties of the Holder.
      In
      connection with the transactions provided for herein, the Holder hereby
      represents and warrants to the Company that:

     

    (a)  Authorization.
      Holder
      represents that it has full power and authority to enter into this Warrant.
      This
      Warrant constitutes the Holder’s valid and legally binding obligation,
      enforceable in accordance with its terms, except as may be limited by (i)
      applicable bankruptcy, insolvency, reorganization, or similar laws relating
      to
      or affecting the enforcement of creditors’ rights and (ii) laws relating to the
      availability of specific performance, injunctive relief or other equitable
      remedies.

     

    (b)  Purchase
      Entirely for Own Account.
      The
      Holder acknowledges that this Warrant is entered into by the Holder in reliance
      upon such Holder’s representation to the Company that the Warrant and the Shares
      (collectively, the “Securities”)
      will
      be acquired for investment for the Holder’s own account, not as a nominee or
      agent, and not with a view to the resale or distribution of any part thereof,
      and that the Holder has no present intention of selling, granting any
      participation in or otherwise distributing the same. By acknowledging this
      Warrant, the Holder further represents that the Holder does not have any
      contract, undertaking, agreement, or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Securities.

     

    (c)  Disclosure
      of Information.
      The
      Holder acknowledges that it has received all the information it considers
      necessary or appropriate for deciding whether to acquire the Securities. The
      Holder further represents that it has had an opportunity to ask questions and
      receive answers from the Company regarding the terms and conditions of the
      offering of the Securities.

     

    (d)  Investment
      Experience.
      The
      Holder is an investor in securities of companies in the development stage and
      acknowledges that it is able to fend for itself, can bear the economic risk
      of
      its investment, and has such knowledge and experience in financial or business
      matters that it is capable of evaluating the merits and risks of the investment
      in the Securities. If other than an individual, the Holder also represents
      it
      has not been organized solely for the purpose of acquiring the
      Securities.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (e)  Accredited
      Investor.
      The
      Holder is an “accredited investor” within the meaning of Rule 501 of Regulation
      D, as presently in effect, as promulgated by the Securities and Exchange
      Commission (the “SEC”)
      under
      the Act.

     

    (f)  Restricted
      Securities.
      The
      Holder understands that the Securities are characterized as “restricted
      securities” under the federal securities laws inasmuch as they are being
      acquired from the Company in a transaction not involving a public offering
      and
      that under such laws and applicable regulations such securities may be resold
      without registration under the Act, only in certain limited circumstances.
      In
      this connection, the Holder represents that it is familiar with Rule 144, as
      presently in effect, as promulgated by the SEC under the Act (“Rule
      144”),
      and
      understands the resale limitations imposed thereby and by the Act.

     

    (g)  Further
      Limitations on Disposition.
      Without
      in any way limiting the representations set forth above, the Holder further
      agrees not to make any disposition of all or any portion of the Shares unless
      and until the transferee has agreed in writing for the benefit of the Company
      to
      be bound by the terms of this Warrant, including, without limitation, this
      Section 5
      and:

     

    (i)  there
      is
      then in effect a registration statement under the Act covering such proposed
      disposition and such disposition is made in accordance with such registration
      statement; or

     

    (ii)  the
      Holder shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition, and if reasonably requested by the
      Company, the Holder shall have furnished the Company with an opinion of counsel,
      reasonably satisfactory to the Company, that such disposition will not require
      registration of such Shares under the Act. It is agreed that the Company will
      not require opinions of counsel for transactions made pursuant to Rule 144
      except in extraordinary circumstances; or

     

    (iii)  if
      other
      than an individual, the Holder shall not make any disposition to any of the
      Company’s competitors as such is reasonably in
      good
      faith determined by the Company.

     

    (h)  Legends.
      It is
      understood that the Securities may bear the following legend:

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR
      OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT
      OR
      UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.”

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    6.  Covenants
      of the Company.

     

    (a)  Notices
      of Record Date.
      In the
      event of any taking by the Company of a record of the holders of any class
      of
      securities for the purpose of determining the holders thereof who are entitled
      to receive any dividend (other than a cash dividend which is the same as cash
      dividends paid in previous quarters and stock dividends) or other distribution,
      the Company shall mail to the Holder, at least ten (10) days
      prior to such record date, a notice specifying the date on which any such record
      is to be taken for the purpose of such dividend or distribution.

     

    (b)  Covenants
      as to Exercise Shares.
      The
      Company covenants and agrees that all Shares that may be issued upon the
      exercise of the rights represented by this Warrant will, upon issuance in
      accordance with the terms hereof, be validly issued and outstanding, fully
      paid
      and nonassessable, and free from all taxes, liens and charges with respect
      to
      the issuance thereof. The Company further covenants and agrees that the Company
      will at all times during the Exercise Period, have authorized and reserved,
      free
      from preemptive rights, a sufficient number of shares of Common Stock to provide
      for the exercise of the rights represented by this Warrant. If at any time
      during the Exercise Period the number of authorized but unissued shares of
      Common Stock shall not be sufficient to permit exercise of this Warrant, the
      Company will take such corporate action as may, in the opinion of its counsel,
      be necessary to increase its authorized but unissued shares of Common Stock
      to
      such number of shares as shall be sufficient for such purposes.

     

    7.  Adjustment
      of Exercise Price and Number of Shares.
      The
      number and kind of Shares purchasable upon exercise of this Warrant and the
      Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a)  Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time after the issuance but prior to the expiration of
      this
      Warrant subdivide its Common Stock, by split-up or otherwise, or combine its
      Common Stock, or issue additional shares of its Common Stock as a dividend
      with
      respect to any shares of its Common Stock, the number of Shares issuable on
      the
      exercise of this Warrant shall forthwith be proportionately increased in the
      case of a subdivision or stock dividend, or proportionately decreased in the
      case of a combination. Appropriate adjustments shall also be made to the
      Exercise Price payable per share, but the aggregate Exercise Price payable
      for
      the total number of Shares purchasable under this Warrant (as adjusted) shall
      remain the same. Any adjustment under this Section 7(a)
      shall
      become effective at the close of business on the date the subdivision or
      combination becomes effective, or as of the record date of such dividend, or
      in
      the event that no record date is fixed, upon the making of such
      dividend.

     

    (b)  Reclassification,
      Reorganization and Consolidation.
      In case
      of any reclassification, capital reorganization or change in the capital stock
      of the Company (other than as a result of a subdivision, combination or stock
      dividend provided for in Section 7(a)
      above),
      then, as a condition of such reclassification, reorganization or change, lawful
      provision shall be made, and duly executed documents evidencing the same from
      the Company or its successor shall be delivered to the Holder, so that the
      Holder shall have the right at any time prior to the expiration of this Warrant
      to purchase, at a total price equal to that payable upon the exercise of this
      Warrant, the kind and amount of shares of stock and other securities or property
      receivable in connection with such reclassification, reorganization or change
      by
      a holder of the same number and type of securities as were purchasable as Shares
      by the Holder immediately prior to such reclassification, reorganization or
      change. In any such case appropriate provisions shall be made with respect
      to
      the rights and interest of the Holder so that the provisions hereof shall
      thereafter be applicable with respect to any shares of stock or other securities
      or property deliverable upon exercise hereof, and appropriate adjustments shall
      be made to the Exercise Price per Share payable hereunder, provided the
      aggregate Exercise Price shall remain the same.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c)  Notice
      of Adjustment.
      When
      any adjustment is required to be made in the number or kind of shares
      purchasable upon exercise of the Warrant, or in the Exercise Price, the Company
      shall promptly notify the Holder of such event and of the number of Shares
      or
      other securities or property thereafter purchasable upon exercise of this
      Warrant.

     

    8.  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.

     

    9.  Successors
      and Assigns.
      The
      terms and provisions of this Warrant and the Purchase Agreement shall inure
      to
      the benefit of, and be binding upon, the Company Holder hereof and their
      respective successors and assigns.

     

    10.  Titles
      and Subtitles.
      The
      titles and subtitles used in this Warrant are used for convenience only and
      are
      not to be considered in construing or interpreting this Warrant.

     

    11.  Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be deemed effectively given: (a) upon personal delivery to
      the
      party to be notified, (b) when sent by confirmed electronic mail or facsimile
      if
      sent during normal business hours of the recipient, and if not so confirmed,
      then on the next business day, (c) five (5) days after having been sent by
      registered or certified mail, return receipt requested, postage prepaid, or
      (d)
      one (1) day after deposit with a nationally recognized overnight courier,
      specifying next day delivery, with written verification of receipt. All
      communications shall be sent to the respective parties at the following
      addresses (or at such other addresses as shall be specified by notice given
      in
      accordance with this Section 11):

    
       

      If
        to the
        Company:

       

      Trulite,
        Inc.

      5
        Houston
        Center

      1401
        McKinney Street, Suite 900

      Houston,
        TX 77010-4035

      Attention:
        Jonathan Godshall

       

    

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    If
      to
      Holder:

     

    Fenway
      Advisory Group

    ___________________________

    ___________________________

    Attention:
      __________________

    


    12.  Finder’s
      Fee.
      Each
      party represents that it neither is or will be obligated for any finder’s fee or
      commission in connection with this transaction. The Holder agrees to indemnify
      and to hold harmless the Company from any liability for any commission or
      compensation in the nature of a finder’s fee (and the costs and expenses of
      defending against such liability or asserted liability) for which the Holder
      or
      any of its officers, partners, employees or representatives is responsible.
      The
      Company agrees to indemnify and hold harmless the Holder from any liability
      for
      any commission or compensation in the nature of a finder’s fee (and the costs
      and expenses of defending against such liability or asserted liability) for
      which the Company or any of its officers, employees or representatives is
      responsible.

     

    13.  Expenses.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Warrant, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled.

     

    14.  Entire
      Agreement; Amendments and Waivers.
      This
      Warrant and any other documents delivered pursuant hereto constitute the full
      and entire understanding and agreement between the parties with regard to the
      subjects hereof and thereof. Nonetheless, any term of this Warrant may be
      amended and the observance of any term of this Agreement may be waived (either
      generally or in a particular instance and either retroactively or
      prospectively), with the written consent of the Company and the Holder; or
      if
      this Warrant has been assigned in part, by the holders of rights to purchase
      a
      majority of the Shares originally issuable pursuant to this
      Warrant.

     

    15.  Severability.
      If any
      provision of this Warrant is held to be unenforceable under applicable law,
      such
      provision shall be excluded from this Warrant and the balance of the Warrant
      shall be interpreted as if such provision were so excluded and shall be
      enforceable in accordance with its terms.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    
      	 	 	 
	 	
              COMPANY:

            
	 	 
	 	
              
                TRULITE,
                  INC.

              

              (a
                Delaware corporation)

            
	 
 	 
 	 
 
	
            	By:  	/s/ Jonathan H. Godshall
	 	
              
Jonathan
              Godshall, President


      	
            	 	 
	 	
              Address: 5
                Houston Center

               
                1401 McKinney Street, Suite 900

               
                Houston, TX 77010-4035

            


    

     

    ACKNOWLEDGED
      AND AGREED:

    

      
        	
                HOLDER:
                  

              
	 
	
                
                  FENWAY
                    ADVISORY
                    GROUP

                

              
	 	 	 
	
                By:
                  

              	/s/
                Neil C. Sullivan	 
	 	 	 
	
                Name:

              	Neil
                C. Sullivan	 
	 	 	 
	
                Title:

              	 	 
	 	 	 
	
                Address:

              	 	 
	 	
                 

                
                  

                

              	 


      

    

    

      Signature
        Page

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    NOTICE
      OF EXERCISE

     

    Trulite,
      Inc.

    Attention:
      Corporate Secretary

     

    The
      undersigned hereby elects to purchase, pursuant to the provisions of the
      Warrant, as follows:

     

    _____________
      shares of Common Stock pursuant to the terms of the attached Warrant, and
      tenders herewith payment in cash of the Exercise Price of such Shares in full,
      together with all applicable transfer taxes, if any.

     

    The
      undersigned hereby represents and warrants that Representations and Warranties
      in Section 5
      hereof
      are true and correct as of the date hereof.

     

    
      
        	 	 	 	
                HOLDER:

              
	 	 	 	 	 	 
	
                Date:

              	 	 	
                By:

              	 	 
	 	 	 	 	 	 
	 	 	 	
                Address:

              	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                Name
                  in which Shares should be registered:

              	 	 	 	 
	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ASSIGNMENT
      FORM

     

    (To
      assign the foregoing Warrant, execute this form and supply required information.
      Do not use this form to purchase shares.)

     

    
      FOR
        VALUE
        RECEIVED
        , the
        foregoing Warrant and all rights evidenced thereby are hereby assigned
        to

    

    

      
        	
                Name:
                  

              	 
	 	
                (Please
                  Print)

              
	
                Address:
                  

              	 
	 	
                (Please
                  Print)

              


      

        

      
        	
                Dated:
                  

              	 	 	 


      

       

      
        	
                Holder’s

              	 	 
	
                Signature:
                  

              	 	 
	 	 	 
	
                Holder’s

              	 	 
	
                Address:
                  

              	 	 


      

    

     

    NOTE:
      The
      signature to this Assignment Form must correspond with the name as it appears
      on
      the face of the Warrant. Officers of corporations and those acting in a
      fiduciary or other representative capacity should provide proper evidence of
      authority to assign the foregoing Warrant.