MxEnergy Capital Corp. Watch

from S-4/A 8 pages First Amendment to First Amended and Restated Credit Agreement

from S-4/A 7 pages 1. Employment Relationship. You Have Agreed to the Terms of This Agreement Under Which the Company Will Employ You, Effective Upon the Date of Your Acceptance of This Agreement as Indicated Below (The “Employment Date”), in the Position of Vice President, Finance. in Such Position, You Will Be Responsible for Preparing Periodic Management Reports and Reports to Investors and Creditors Regarding Finances of the Company; Analyzing and Developing Hedge Strategies for the Company’s Forward Commodity Risks; and Related Duties as Directed by the Company Through Its Chief Financial Officer. 2. Compensation

from S-4 23 pages Article 1 Definitions 1 Article 2 Nature of Relationship 4 Article 3 Purchase Transactions 6 Article 4 Sale Contracts 9 Article 5 Provision of Credit; Original Agreement Security Interest 10 Article 6 Reporting Obligations 11 Article 7 Fees 12 Article 8 Lender Financing 12 Article 9 Right to Net 13 Article 10 New Opportunities and Non-Solicitation 13 Article 11 Representations and Warranties 13 Article 12 Indemnification 14 Article 13 Limitation of Liability 15 Article 14 Events of Default; Remedies 15 Article 15 Guaranty 17 Article 16 Miscellaneous 17 Exhibits

from S-4 43 pages Subordination and Intercreditor Agreement Dated as of December 19, 2005 by and Among Société Générale, as Administrative Agent, Virginia Power Energy Marketing, Inc., Sowood Commodity Partners Fund LP, MxEnergy Holdings Inc., MxEnergy Inc., MxEnergy Electric Inc., and Certain Subsidiaries of MxEnergy Holdings Inc

from S-4 6 pages MxEnergy Inc. Amendment No. 3 to Amended and Restated Loan Agreement and Amendment No. 2 to Amended and Restated Security Agreement

from S-4 6 pages MxEnergy Inc. Amendment No. 2 to Amended and Restated Loan Agreement and Amendment No. 1 to Amended and Restated Security Agreement

from S-4 8 pages MxEnergy Inc. Amended and Restated Loan Agreement Amendment No. 1

from S-4 23 pages Amended and Restated Loan Agreement

from S-4 124 pages First Amended and Restated Credit Agreement Dated as of August 1, 2006 Among MxEnergy Inc. and MxEnergy Electric Inc. as Borrowers, MxEnergy Holdings Inc. and Certain Subsidiaries Thereof, as Guarantors, the Lenders From Time to Time Party Hereto, as Lenders, and Société Générale, as Administrative Agent Wachovia Bank, N.A. Syndication Agent Société Géneralé, Lead Arranger and Sole Bookrunner