**Exhibit 10.52**

 

**Supplemental agreement**, dated as of July 31, 2009, betweenSteven Murray and MXenergy Inc., a Delaware corporation.

 

**Preliminary statement**

 

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

 

Murrayand the Company wish to memorialize their understanding with respect to theamount and timing of and conditions to payment of Murray’s bonuses for fiscalyears 2008 and 2009 and the treatment of his outstanding options.

 

Accordingly,in consideration of the mutual promises contained herein, the concurrentexecution by Murray of the Assignment and Acceptances and other good andvaluable consideration the sufficiency of which is hereby acknowledged, theparties 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**” meansMxEnergy Inc., a Delaware corporation.

 

(c)                                  “**Employment Agreement**”means that certain employment agreement between Murray and the Company, datedas of August     , 2006.

 

(d)                                 “**Murray**” meansSteven Murray, an individual.

 

(e)                                  “**Senior Management Team**”has its customary meaning as used at the Company and includes the top tenmanagers employed by the Company and its affiliates.  This team includes, among others, Bob Blake,Gina Goldberg, Robi Artman-Hodge, Paul Konikowski, Rodger Krakau, JeffreyMayer, Chaitu Parikh and Robert Werner.

 

2.                                       **Agreement as to Murray’s bonuses.**

 

(a)                                  The amount of the unpaid portion of Murray’sbonus for the Company’s 2008 fiscal year pursuant to section 4(a) of theEmployment Agreement is $140,788.

 

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

 

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

 

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

 

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

 

(d)                                 Murray acknowledges that the Company hasno obligation to pay Murray any bonus except on the terms expressed in sections2(a) through 2(d) hereof.

 

3.                                       **Agreement as to termination of Murray’soptions**.  Murray agrees that all of his options topurchase shares of common stock of the Company granted to him by the Companywill terminate automatically, with no further act required on his part or onthe part of the Company, concurrently with the termination of all options andwarrants currently outstanding and held by members of the Senior ManagementTeam.  Murray acknowledges that, uponsuch termination, Murray will have no further rights under such options.

 

4.                                       **Relationship to EmploymentAgreement**.  Except as otherwise explicitly set forthherein, no modification of or amendment to the terms of the EmploymentAgreement is intended to be effected hereby.

 

5.                                       **The Assignment and Acceptances**. Murray acknowledges and agrees that he will execute and deliver the Assignmentand Acceptances to the Company concurrently with the execution and delivery tohim by the Company of this agreement and the Company acknowledges and agreesthat it will cause this Agreement to be executed and delivered to Murray on itsbehalf concurrently with the execution and delivery by Murray to the Company ofthe Assignment and Acceptances.  Theparties hereto agree that the effectiveness of the Assignment and Acceptancesis a condition to the effectiveness of this Agreement and that theeffectiveness of this agreement is a condition to the effectiveness of the Assignmentand Acceptances.

 

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

 

INWITNESS WHEREOF, each of the parties hereto has executed this agreement, in thecase of the Company by its duly authorized officer, as of the day and yearfirst above written.

 
|   | **MXenergy Inc.** |
|--------|-------------------|
|   |              |
|   | By:               | /s/ Jeffrey A. Mayer |
|   | Name:             | Jeffrey A. Mayer |
|   | Title:            | President |
|   |              |   |
|   |              |   |
|   | **Murray**        |   |
|   |              |   |
|   | Steven Murray     |
|   |              |   |
|   | By:               | /s/Greg Hill |
|   | Name:             | Greg Hill |
|   | Title:            | His attorney in  fact |

 

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