**Exhibit10.44**

** **

**AMENDMENTTO THELETTER AGREEMENT**

 

This **AMENDMENT**tothe Letter Agreement (as defined below), effective January 1, 2009, is herebyentered into as of the 30th day of December, 2008, by and between MxEnergy Inc. (the “Company”)and Robert A. Blake (the “Employee”).

 

**WHEREAS,**the Company andthe Employee entered into a letter agreement setting forth the details of theEmployee’s employment with the Company on March 27, 2001 (the “LetterAgreement”); and

 

**WHEREAS,**the Company andEmployee desire and agree to amend the provisions of the Letter Agreement asprovided below in order to reduce the risk of potential adverse taxconsequences to the Employee under Section 409A of the Internal Revenue Code of1986, as amended.

 

**NOW THEREFORE,**in considerationof the foregoing and for other valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the undersigned parties agree toamend the Letter Agreement, effective January 1, 2009, as follows:

 

1.                                       Section 2(b) ofthe Letter Agreement is amended as follows, with***bold and italicized text***highlightingthe additions:

 

b)                                     AdditionalCompensation. In addition to your Base Salary, the Company maypay you such bonuses as senior management of the Company, with the approval ofthe Compensation Committee of the Board of Directors, may determine from timeto time; ***provided,however, that you must be employed on the date such bonuses are paid in orderto be eligible to receive such bonuses.***In making thisdetermination, senior management and the Compensation Committee will take intoaccount your performance, the overall performance and growth of the Company andsuch other factors as senior management and the Compensation Committee deemrelevant. Nothing in this Agreement is intended to obligate the Company to payyou any bonuses.

 

2.                                       Section 3(c) ofthe Letter Agreement is amended as follows, with***bold and italicized text***highlighting******theadditions:

 

c)                                      Expenses. The Companywill pay directly, or reimburse you for, the reasonable and necessary expenses that******you incur infurtherance of and in connection with its business, in accordance with thepolicies established from time to time by the Company. You will be responsiblefor familiarizing yourself with such policies. ***The direct payment or reimbursement of expenses pursuantto this section shall (i) be made no later than the last day of the calendaryear following the calendar year in which the expenses were incurred, (ii) notaffect any expenses eligible for direct payment or reimbursement in any othercalendar year, and (iii) not be liquidated or exchanged for any other benefit.***

 

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3.                                       The followingis added to the Letter Agreement as new Section 7(a):

 

a)                                      Compliance withCode Section 409A. To the extent amounts or benefits that becomepayable under this Agreement on account of your termination of employment (otherthan by reason of your death) constitute “nonqualified deferred compensationplan” (“Deferred Compensation”) within the meaning of Section 409A ofthe Internal Revenue Code of 1986, as amended (the “Code”), payment ofsuch amounts and benefits shall commence when you incur a “separation fromservice” within the meaning of Treasury Regulation 1.409A-1(h), without regardto any of the optional provisions thereunder, from the Company and any entitythat would be considered a single employer with the Company under Code Section414(b) or 414(c) (“Separation from Service”). Such payments or benefitsshall be provided in accordance with the timing provisions of this Agreement bysubstituting this Agreement’s references to “termination of employment” or“termination” with “Separation from Service.” Notwithstanding the foregoing, ifat the time of your Separation from Service, you are a “specified employee”(within the meaning or Code Section 409A and Treasury Regulation Section1.409A-3(i)(2)), any such Deferred Compensation will not be paid until afterthe earlier of (i) the first business day of the seventh month following yourSeparation from Service, or (ii) the date of your death (the “409A SuspensionPeriod”). Within 14 calendar days after the end of the 409A SuspensionPeriod, the Company shall then pay to you, without interest, all such DeferredCompensation that would have otherwise been paid under this Agreement but forthe imposition of the 409A Suspension Period. Thereafter, the Company shall payto you any remaining unpaid Deferred Compensation in accordance with thisAgreement as if there had not been a six-month delay imposed by this paragraph.For the purposes of this Agreement, each payment that is part of a series ofinstallment payments shall be treated as a separate payment for purposes ofCode Section 409A.

 

4.                                       All LetterAgreement references to section numbers and defined terms are amended toreflect the above modifications.

 

5.                                       Nothing hereinshall be held to alter, vary or otherwise affect the terms, conditions, andprovisions of the Letter Agreement, except as noted above.

 

[Signatureto Follow]

 

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**IN WITNESS WHEREOF,** the partieshereto have executed this Amendment and such Amendment shall be effective as ofthe date first written above.

 
|       | **THE COMPANY:**  |
|------------|-------------------|
|       |              |
|       |              |
|       | **MxEnergy Inc.** |
|       |              |
|       | By:               | /s/ S.J. Murray |   | /s/ Jeffrey A. Mayer |
|       | Its:              | COO |   | CEO President |
|       |              |   |   |   |
|       |              |   |   |   |
| ** ** | **THE EMPLOYEE:** |
|       |              |
|       |              |
|       | By:               | /s/ Robert A. Blake, 12/30/08 |
|       | Name:             | Robert A. Blake |

 

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