Preliminary statement

Exhibit 10.52

Supplemental agreement, dated as of July 31, 2009, between Xxxxxx Xxxxxx and MXenergy Inc., a Delaware corporation.

Preliminary statement

Certain capitalized terms used herein have the meanings set forth in section 1 hereof.

Xxxxxx and the Company wish to memorialize their understanding with respect to the amount and timing of and conditions to payment of Xxxxxx’x bonuses for fiscal years 2008 and 2009 and the treatment of his outstanding options.

Accordingly, in consideration of the mutual promises contained herein, the concurrent execution by Xxxxxx of the Assignment and Acceptances and other good and valuable consideration the sufficiency of which is hereby acknowledged, the parties hereto agree as follows.

Agreement

1. Certain defined terms.

(a) “Assignment and Acceptances” means the forms of assignment and acceptance attached hereto as exhibit A.

(b) “Company” means MxEnergy Inc., a Delaware corporation.

(c) “Employment Agreement” means that certain employment agreement between Xxxxxx and the Company, dated as of August     , 2006.

(d) “Xxxxxx” means Xxxxxx Xxxxxx, an individual.

(e) “Senior Management Team” has its customary meaning as used at the Company and includes the top ten managers employed by the Company and its affiliates.  This team includes, among others, Xxx Xxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxxx-Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxxxx Xxxxxx.

2. Agreement as to Xxxxxx’x bonuses.

(a) The amount of the unpaid portion of Xxxxxx’x bonus for the Company’s 2008 fiscal year pursuant to section 4(a) of the Employment Agreement is $140,788.

(b) The amount of Xxxxxx’x bonus for the Company’s 2009 fiscal year pursuant to section 4(a) of the Employment Agreement will be determined by the Company in its sole discretion subject to the requirement that it be no less than $400,000.

(c) Xxxxxx will be entitled to receive his bonus for the Company’s 2008 fiscal year and his bonus for the Company’s 2009 fiscal year no later than the earlier of the following two dates, regardless of whether Xxxxxx is then employed by the Company:

(i) the earliest date as of which the Company is not restricted under its debt agreements from paying such bonuses, and

(ii) the earliest date as of which any member of the Senior Management Team receives his or her bonus for the Company’s 2008 or 2009 fiscal year.

(d) Xxxxxx acknowledges that the Company has no obligation to pay Xxxxxx any bonus except on the terms expressed in sections 2(a) through 2(d) hereof.

3. Agreement as to termination of Xxxxxx’x options.  Xxxxxx agrees that all of his options to purchase shares of common stock of the Company granted to him by the Company will terminate automatically, with no further act required on his part or on the part of the Company, concurrently with the termination of all options and warrants currently outstanding and held by members of the Senior Management Team.  Xxxxxx acknowledges that, upon such termination, Xxxxxx will have no further rights under such options.

4. Relationship to Employment Agreement.  Except as otherwise explicitly set forth herein, no modification of or amendment to the terms of the Employment Agreement is intended to be effected hereby.

5. The Assignment and Acceptances.  Xxxxxx acknowledges and agrees that he will execute and deliver the Assignment and Acceptances to the Company concurrently with the execution and delivery to him by the Company of this agreement and the Company acknowledges and agrees that it will cause this Agreement to be executed and delivered to Xxxxxx on its behalf concurrently with the execution and delivery by Xxxxxx to the Company of the Assignment and Acceptances.  The parties hereto agree that the effectiveness of the Assignment and Acceptances is a condition to the effectiveness of this Agreement and that the effectiveness of this agreement is a condition to the effectiveness of the Assignment and Acceptances.

6. Counterparts.  This agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same agreement.

IN WITNESS WHEREOF, each of the parties hereto has executed this agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

	MXenergy Inc.
	By:	/s/ Xxxxxxx X. Xxxxx
	Name:	Xxxxxxx X. Xxxxx
	Title:	President
	Xxxxxx
	Xxxxxx Xxxxxx
	By:	/s/Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	His attorney in fact