MxEnergy Gas Capital Corp Watch

from POS AM 8 pages Confidential

from S-4/A 5 pages First Amendment to Master Transaction Agreement

from S-4/A 1 page Promissory Note

from S-4/A 1 page Promissory Note

from S-4/A 8 pages MxEnergy Holdings Inc. 2006 Equity Incentive Compensation Plan Stock Option Award Agreement Award No

from S-4/A 8 pages 1. Employment Relationship. You Have Agreed to the Terms of This Agreement (The “Agreement”) Under Which the Company Will Employ You, Effective as of January 10, 2005 (The “Employment Date”), in the Position of General Counsel of MxEnergy Lnc. in Such Position, You Will Be Responsible for Managing, Directly or Indirectly, the Legal Affairs of the Company, Including Supervision of Legal and Paralegal Personnel; Supervision of Regulatory and Compliance Personnel; Review of Tariffs, Rules and Regulations of Public Utility Regulators and Regulated Utilities; Negotiation and Drafting of All Agreements and Contracts With Customer, Suppliers, Stockholders, Banks and Finance Institutions, and Other Counterparties; Advising the Board of Directors and Management of the Company on Their Respective Rights and Responsibilities Pursuant to Applicable Securities Law; and Related Duties as Directed by the Company From Time to Time Through Its Chief Executive Officer or Chief Operating Officer. 2. Compensation

from S-4/A 7 pages 2. Employment Relationship. You Have Agreed to the Terms of This Agreement Under Which the Corporation Will Employ You, to Commence on the Date of the Closing of the Corporation’s Equity Capital Transaction (The “Employment Date”), in the Position of Senior Vice President, Supply and Marketing. in Such Position, You Will Be Responsible for Managing All Natural Gas Supply Activities of the Corporation and for Related Duties as Directed by the Corporation. as Used in This Paragraph, the Closing of the Corporation’s Equity Capital Transaction Shall Be Deemed to Take Place at Such Time as the Corporation Receives Capital Funding in an Aggregate of at Least $4 Million. 3. Compensation

from S-4/A 2 pages Material contract

from S-4/A 7 pages 2. Employment Relationship. You Have Agreed to the Terms of This Agreement Under Which the Corporation May Employ You, to Commence on the Date of the Closing of the Corporation’s Equity Capital Transaction (The “Employment Date”), in the Position of Executive Vice President and Chief Financial Officer. in Such Position, You Will Be Responsible for Managing All Financial Matters of the Corporation and for Related Duties as Directed by the Corporation. 3. Compensation

from S-4/A 7 pages 2. Employment Relationship. You Have Agreed to the Terms of This Agreement Under Which the Corporation May Employ You, to Commence on the Date of the Closing of the Corporation’s Equity Capital Transaction (The “Employment Date”), in the Position of President. in Such Position, You Will Be Responsible for Managing All Business Matters of the Corporation and for Related Duties as Directed by the Corporation. 3. Compensation

from S-4 10 pages Confidential January 20, 2005 Mr. Jeffrey Mayer Chief Executive Officer Mxenergy, Inc. 20 Summer Street 5th Floor Stamford, Ct 06901 Dear Jeffrey

from S-4 4 pages MxEnergy Inc. Incentive Stock Option Agreement

from S-4 4 pages MxEnergy Inc. Incentive Stock Option Agreement

from S-4 29 pages MxEnergy Holdings Inc. 2006 Equity Incentive Compensation Plan

from S-4 11 pages MxEnergy.com Inc. 2003 Stock Option Plan

from S-4 11 pages MxEnergy.com Inc. 2001 Stock Option Plan

from S-4 13 pages Employment Agreement

from S-4 8 pages Transition Services Agreement

from S-4 17 pages Registration Rights Agreement

from S-4 34 pages MxEnergy Inc. Third Amended and Restated Stockholders’ Agreement