**EXHIBIT10.28**

**EMPLOYMENTAGREEMENT**

This Employment Agreement(the “Agreement”) is entered into on August 14, 2006 (the “EffectiveDate”) by and between Robert Werner, an individual (“Employee”), andMxEnergy Inc., a Delaware corporation (the “Company”).  Terms within this Agreement that begin withinitial capital letters shall have the meaning specially set forth herein,unless the context clearly demonstrates a different meaning.

# 1.             Employment.  Employee shall serve as Vice President,Supply, of the Company, will report to the Chief Operating Officer (“COO”)and will render such services consistent with the foregoing role.  Employee’s office shall be located at theEmployee offices of the Company in Houston, Texas.

# 2.             Term.  Company’s employment of Employee pursuant tothis Agreement shall commence on the Effective Date and end on the TerminationDate (as defined below).  The Employee’semployment shall be “at will” and either the Company or Employee may terminatethis agreement and Employee’s employment at any time, for any reason or noreason, in its or his sole discretion, upon sixty (60) days’ prior writtennotice of termination.  “TerminationDate” shall mean (i) if this Agreement is terminated on account of death,the date of death; (ii) if this Agreement is terminated by the Company, thedate on which such termination occurs as set forth in a notice of terminationgiven to Employee by the Company in accordance with Section 11(b); or (iii) ifthe Agreement is terminated by Employee, the date indicated in a notice oftermination given to the Company by Employee in accordance with Section11(b).  The period between the EffectiveDate and the Termination Date is the Employment Term; subject, however,to the provisions of Section 6(b) below.

# 3.             Salary.  The Company shall pay Employee base salary (“BaseSalary”) at an annual rate of $250,000. Employee’s Base Salary shall be paid in conformity with the Company’ssalary payment practices generally applicable to similarly situated CompanyEmployees.

# 4.             Bonus.  The Company shall pay Employee a bonus basedon Employee’s and the Company’s performance, such bonus to be determined andpaid annually in a manner consistent with the determination and payment ofbonuses paid to other executives of the Company.  Subject to the Company’s discretion, suchbonus is expected to range between 50 and 100% of Employee’s Base Salary forsatisfactory and outstanding performance, respectively.

# 5.             EmployeeBenefits.

## (a)           Stock Options.  On August 14, 2006, Employee shall be granteda nonqualified stock option to purchase an aggregate of 50,000 shares of CommonStock of the Company in accordance with the Company’s 2006 Equity IncentiveCompensation Plan (the “Plan”). The stock options shall have an exercise price equal to the fair marketvalue of the underlying shares on the grant date (as determined by the Board),and shall vest in equal annual installments on the first three annualanniversaries of the date of grant, subject to Employee’s continued employmentwith the Company on each vesting date. All unvested options shall be 

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## automatically forfeitedupon the Employee’s termination of employment for any reason, regardless of anycontrary term in any past or future award agreement.  Except as otherwise provided herein and inthe next paragraph, the stock options shall be on terms and conditionsconsistent with the Company’s standard form of notice of grant and thePlan.  In the event the Companyterminates the Employee’s employment for Business Reasons (as defined below),the Employee shall forfeit all vested stock options.  In the event Employee’s employment terminatesfor any other reason, all vested stock options will expire in accordance withthe terms of this Agreement and the applicable award agreement(s) to the extentthey are not inconsistent with this Agreement. The term “Business Reasons” means (i) gross negligence, willfulmisconduct or other willful malfeasance by Employee in the performance of hisduties, (ii) Employee’s conviction of, plea of nolo contendere to, or writtenadmission of the commission of, a felony, or an other criminal offenseinvolving moral turpitude, (iii) any act by the Employee involving moralturpitude, fraud or misrepresentation with respect to his duties for theCompany or its affiliates, (iv) any act by the Employee constituting a failureto follow the directions of the either the Chief Executive Officer, the COO, orthe Board (or anyone else whom any of them may appoint to supervise theEmployee), provided that, the Board provides written notice of such failure tothe Employee and the failure continues for five (5) days after the Employee’sreceipt of such notice, or (v) Employee’s material breach of this Agreement,including without limitation any breach of Sections 7 through 10 hereof,provided that, in the case of any such breach, the Board provides writtennotice of breach to the Employee, specifically identifying the manner in whichthe Board believes that Employee has breached this Agreement, and Employeeshall have the opportunity to cure such breach (but only if it is reasonablycapable of being cured) to the reasonable satisfaction of the Board withinthirty (30) days following the delivery of such notice, unless such breach isincapable of cure.  For purpose of thisparagraph, no act or failure to act by Employee shall be considered “willful”if such act or failure to act occurred at the direction of the Board.

## (b)           Repurchase of Common Stock.  In the event that the Employee’s employmentterminates for any reason, the Company shall have the right (but not theobligation) to purchase all of the shares of Common Stock that the Employeeowns for their then fair market value as determined by the Company in its solediscretion; provided that (i) if the total amount payable to the Employee forsuch shares exceeds $200,000, the Company may pay the excess to the Employee inquarterly installment payments, plus five percent (5%) simple interest onunpaid balances, over a period of three years; and (ii) the Company’sobligation to make any payment shall be suspended during any period for whichpayment would cause the Company to violate a loan or similar financial covenant(with such suspension only applying to the portion of the payment that wouldcause violation of the loan or similar financial covenant).  The Company shall have the opportunity toexercise this repurchase right only within the ninety (90) day period followingthe Employee’s termination of employment and the repurchase right shall expireimmediately upon an initial public offering of the Company’s stock.  The repurchase price of the shares beingrepurchased shall equal the fair market value as established through anindependent valuation, by a valuation firm selected by the Board.

## (c)           Other Employee Benefits.  During the Employment Term, the Employeeshall be entitled to receive all benefits provided to employees of the Companygenerally from time to time, including health, life insurance and disability,and all other benefits provided to the Company’s 

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## employees generally, ineach case so long as and to the extent the same exist; provided, that inrespect to each such plan Employee is otherwise eligible and insurable inaccordance with the terms of such plans.

## (d)           Vacation, Sick Leave, Holidays andSabbatical.  Employee shall beentitled to paid time off (“PTO”), sick leave, and holidays inaccordance with the policies of the Company, as they exist from time totime.  PTO not used during any calendaryear will not roll over to the following year.

# 6.             Termination Pay.

# (a)           Resignation or Termination forBusiness Reasons.  If (i) Employeevoluntarily terminates his employment, other than as a result of a ConstructiveTermination (as defined below), or (ii) the Company terminates Employee’s employmentfor Business Reasons, then in any such event (A) all further vesting ofEmployee’s stock options and other equity arrangements, if any, will ceaseimmediately and such awards will expire in accordance with the terms of thisAgreement and the applicable award agreement(s) to the extent they are notinconsistent with this Agreement, (B) all payments of compensation by theCompany to Employee hereunder will terminate immediately, (C) Employee will bepaid all accrued but unpaid PTO, expense reimbursements and other benefits dueto Employee through his termination date under any Company-provided or paidplans, policies, and arrangements, and (D) Employee will be paid all accruedand unpaid salary.

# (b)           Constructive Termination orTermination without Business Reasons. If at any time during the Employment Term (i) Employee terminates hisemployment as a result of a Constructive Termination, or (ii) the Companyterminates Employee’s employment without Business Reasons, then subject toEmployee signing and not revoking a general release of claims against theCompany and its successors, Employee shall be entitled to receive (A) a lumpsum payment equal to the Base Salary for the remainder of the Employment Term,and (B) all other benefits under Sections 6(a)(C) and 6(a)(D) above.  For purposes of determining severance for theremainder of the Employment Term under this Section 6(b), the parties agreethat the Employment Term shall be deemed to be three (3) years from the date ofthis Agreement.

# (c)           Constructive Termination.  For purposes of this Agreement, a “ConstructiveTermination” shall be deemed to occur if the Employee elects to voluntarilyterminate employment within the ninety (90) day period immediately followingany of the following events: (i) Employee is required to relocate his place ofemployment, other than a relocation within fifty (50) miles of the Company’sHouston offices, (ii) there is an intentional reduction in  Employee’s Base Salary other than any suchreduction consistent with a general reduction of pay across the executive staffas a group, as an economic or strategic measure due to poor financialperformance by the Company, or (iii) there occurs any other material breach ofthis Agreement by the Company after a written demand for substantialperformance is delivered to the Company by Employee which specificallyidentifies the manner in which Employee believes that the Company hasmaterially breached this Agreement, and the Company has failed to cure suchbreach to the reasonable satisfaction of Employee within thirty (30) daysfollowing the delivery of such notice.

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# 7.             Confidential Information.

## (a)           Employee acknowledges that theConfidential Information relating to the business of the Company and itssubsidiaries which Employee has obtained or will obtain during the course ofhis association with the Company and subsidiaries and his performance underthis Agreement are the property of the Company and its subsidiaries.  Employee agrees that Employee will notdisclose or use at any time, either during or after the Employment period, anyConfidential Information without the written consent of the Board of Directorsof the Company, other than proper disclosure or use in the performance of hisduties hereunder.  Employee agrees todeliver to the Company at the end of the Employment Term, or at any other timethat the Company may request, all memoranda, notes, plans, records,documentation and other materials (and copies thereof) containing ConfidentialInformation relating to the business of the Company and its subsidiaries, nomatter where such material is located and no matter what form the material maybe in, which Employee may then possess or have under his control.  If requested by the Company, Employee shallprovide to the Company written confirmation that all such materials have beendelivered to the Company or have been destroyed.  Employee shall take all appropriate steps tosafeguard Confidential Information and to protect it against disclosure,misuse, espionage, loss and theft.

## (b)           “Confidential Information”shall mean information which is not generally known to the public and which isused, developed, or obtained by the Company or its subsidiaries relating to thebusinesses of any of the Company and its subsidiaries or the business of anycustomer thereof including, but not limited to: pricing models; products or services; fees, costs and pricing structure;designs; analyses; formulae; drawings; photographs; reports; computer software,including operating systems, applications, program listings, flow charts,manuals and documentation; databases; accounting and business methods;inventions and new developments and methods, whether patentable or unpatentableand whether or not reduced to practice; all copyrightable works; the customersof any of the Company and its subsidiaries and the Confidential Information ofany customer thereof; and all similar and related information in whateverform.  Confidential Information shall notinclude any information which (i) was rightfully known by Employee prior to theEmployment Term; (ii) is publicly disclosed by law or in response to an orderof a court or governmental agency; (iii) becomes publicly available through nofault of Employee or (iv) has been published in a form generally available tothe public prior to the date upon which Employee proposes to disclose suchinformation.  Information shall not bedeemed to have been published merely because individual portions of theinformation have been separately published, but only if all the materialfeatures comprising such information have been published in combination.

# 8.             Intellectual Property.  In the event that Employee, as a part ofEmployee’s activities on behalf of the Company, generates, authors or contributesto any invention, new development or method, whether or not patentable andwhether or not reduced to practice, any copyrightable work, any trade secret,any other Confidential Information, or any information that gives any of theCompany and its subsidiaries an advantage over any competitor, or similar orrelated developments or information related to the present or future businessof any of the Company and its subsidiaries (collectively “Developments andInformation”), Employee acknowledges that all Developments and Informationare “work for hire” and the exclusive property of the Company.  Employee hereby assigns to the Company, itsnominees, successors or assigns, all rights, title and interest to 

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# Developments andInformation.  Employee shall cooperatewith the Company’s Board of Directors to protect the interests of the Companyand its subsidiaries in Developments and Information.  Employee shall execute and file any documentrelated to any Developments and Information requested by the Company’s Board ofDirectors including applications, powers of attorney, assignments or otherinstruments which the Company’s Board of Directors deems necessary to apply forany patent, copyright or other proprietary right in any and all countries or toconvey any right, title or interest therein to any of the Company’s nominees,successors or assigns.

# 9.             No Conflicts.

## (a)           Employee agrees thatin his individual capacity he will not enter into any agreement, arrangement orunderstanding, whether written or oral, with any supplier, contractor,distributor, wholesaler, sales representative, representative group orcustomer, relating to the business of the Company or any of its subsidiaries,without the express written consent of the Board.

## (b)           As long as Employee is employed bythe Company or any of its subsidiaries, Employee agrees that Employee will not,except with the express written consent of the Board, become engaged in, renderservices for, or permit his name to be used in connection with, any for-profitbusiness other than the business of the Company, any of its subsidiaries or anycorporation or partnership in which the Company or any of its subsidiaries havean equity interest.

# 10.           Non-CompetitionAgreement.

## (a)           Employee acknowledges that Employee’sservices are of a special, unique and extraordinary value to the Company andthat Employee has access to the Company’s trade secrets, ConfidentialInformation and strategic plans of the most valuable nature and developsgoodwill on behalf of the Company. Accordingly, Employee agrees that during the Restricted Term (as definedbelow), Employee shall not directly or indirectly own, manage, control,participate in, consult with, render strategic, managerial sales, marketing,investment, financial, or other non-administrative services for, or in anymanner engage in any business Competing (as defined below) with the businessesof the Company or any of its subsidiaries as such businesses exist or are inprocess of development on the Termination Date (as evidenced by writtenproposals, market research or similar materials).  A business is a Competing business if itengages in the deregulated retail marketing of natural gas or electricity inmarkets in which the Company has operated at any time during the two-yearperiod ending on the Termination Date. Nothing herein shall prohibit Employee from being a passive owner of notmore than 3% of the outstanding stock of any class of a corporation that ispublicly traded, so long as Employee has no active participation in thebusiness of such corporation.  Forpurposes of this Agreement, the “Restricted Term” shall run through the thirdanniversary of the Effective Date.

## (b)           In addition, during the RestrictedTerm, Employee shall not (i) directly or indirectly induce or attempt to induceany employee of the Company or any subsidiary (other than his own assistant) toleave the employ of the Company or such subsidiary, or in any way interferewith the relationship between the Company or any subsidiary and any employeethereof, (ii) hire 

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## directly or throughanother entity any person who was an employee of the Company or any subsidiaryat any time during the then preceding 12 months (unless such employee contactsthe Employee on an unsolicited bases), (iii) directly or indirectly induce orattempt to induce any customer, supplier, licensee or other business relationof the Company or any subsidiary to cease doing business with the Company orsuch subsidiary, or in any way interfere with the relationship between any suchcustomer, supplier, licensee or business relation and the Company or anysubsidiary, or (iv) disparage the Company, its executive officers, or itsdirectors.

## (c)           If any court or tribunal of competentjurisdiction shall determine any of the foregoing covenants to be unenforceablewith respect to the term thereof or the scope of the subject matter orgeography covered thereby, such remaining covenants shall nonetheless be enforceableby such court or tribunal against such other party or parties or upon suchshorter term or within such lesser scope as may be determined by the court ortribunal to be enforceable.

## (d)           Because Employee’s services areunique and because Employee has access to Confidential Information andstrategic plans of the Company of the most valuable nature and will help theCompany develop goodwill, the parties agree that the covenants contained inthis Section 10 are necessary to protect the value of the business of theCompany and that a breach of any such covenant would result in irreparable andcontinuing damage for which there would be no adequate remedy at law.  The parties agree therefore that in the eventof a breach or threatened breach of this Agreement, the Company or itssuccessors or assigns may, in addition to other rights and remedies existing intheir favor, apply to any court of competent jurisdiction for specificperformance and/or injunctive or other relief in order to enforce, or preventany violations of, the provisions hereof. The parties further agree that in the event the Company is granted anysuch injunctive or other relief, the Company shall not be required to post anybond or security that may otherwise normally be associated with such relief.

# 11.           MiscellaneousProvisions.

## (a)           Notice.  Notices and all other communicationscontemplated by this Agreement shall be in writing, shall be effective whengiven, and in any event shall be deemed to have been duly given (i) whendelivered, if personally delivered, (ii) three (3) business days after depositin the U.S. mail, if mailed by U.S. registered or certified mail, returnreceipt requested, or (iii) one (1) business day after the business day ofdeposit with Federal Express or similar overnight courier, if so delivered,freight prepaid.  In the case ofEmployee, notices shall be addressed to him at the home address which he mostrecently communicated to the Company in writing.  In the case of the Company, notices shall beaddressed to its corporate headquarters, and all notices shall be directed tothe attention of its Corporate Secretary.

## (b)           Notice of Termination.  Any termination by the Company or Employeeshall be communicated by a notice of termination to the other party heretogiven in accordance with paragraph (a) hereof. Such notice shall indicate the specific termination provision in thisAgreement relied upon.

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## (c)           Successors.

### (i)            Company’s Successors.  Any successor to the Company (whether director indirect and whether by purchase, lease, merger, consolidation, liquidationor otherwise) to all or substantially all of the Company’s business and/orassets shall be entitled to assume the rights and shall be obligated to assumethe obligations of the Company under this Agreement and shall agree to performthe Company’s obligations under this Agreement in the same manner and to thesame extent as the Company would be required to perform such obligations in theabsence of a succession.  For allpurposes under this Agreement, the term “Company” shall include any successorto the Company’s business and/or assets which executes and delivers theassumption agreement described in this subsection (i) or which becomes bound bythe terms of this Agreement by operation of law.

### (ii)           Employee’s Successors.  The terms of this Agreement and all rights ofEmployee hereunder shall inure to the benefit of, and be enforceable by,Employee’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.

### (iii)          No Other Assignment of Benefits.  Except as provided in this Section 11(c), therights of any person to payments or benefits under this Agreement shall not bemade subject to option or assignment, either by voluntary or involuntaryassignment or by operation of law, including (without limitation) bankruptcy,garnishment, attachment or other creditor’s process, and any action inviolation of this subsection (iii) shall be void.

## (d)           Waiver.  No provision of this Agreement shall bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by Employee and by an authorized officer of theCompany (other than Employee).  No waiverby either party of any breach of, or of compliance with, any condition orprovision of this Agreement by the other party shall be considered a waiver ofany other condition or provision or of the same condition or provision atanother time.

## (e)           Entire Agreement.  This Agreement shall supersede any and allprior agreements, representations or understandings (whether oral or writtenand whether express or implied) between the parties with respect to the subjectmatter hereof.

## (f)            Severability.  The invalidity or unenforceability of any provisionor provisions of this Agreement shall not affect the validity or enforceabilityof any other provision hereof, which shall remain in full force and effect.

## (g)           Arbitration.  Except for injunctive or other equitablerelief in aid of arbitration, any dispute or controversy arising under or inconnection with this Agreement shall be settled exclusively by arbitrationin  Houston,  Texas, in accordance with the rules of the AmericanArbitration Association then in effect. Judgment may be entered on the arbitrator’s award in any court havingjurisdiction.  No party shall be entitledto seek or be awarded punitive damages. All attorneys fees and costs shall beallocated or apportioned as agreed by the parties or, in the absence of anagreement, in such manner as the arbitrator or court shall determine to beappropriate to reflect 

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## the final decision of thedeciding body as compared to the initial positions in arbitration of eachparty.  **THISAGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THESTATE OF NEW YORK AS THEY APPLY TO CONTRACTS ENTERED INTO AND WHOLLY TO BEPERFORMED WITHIN SUCH STATE BY RESIDENTS THEREOF.**

## (h)           Withholding of  Taxes. All payments made pursuant to this Agreement will be subject towithholding of applicable taxes.

## (i)            Indemnification.  Employee will be covered under the Company’sinsurance policies and, subject to applicable law, will be providedindemnification to the maximum extent permitted by the Company’s bylaws andCertificate of Incorporation, with such insurance coverage and indemnificationto be in accordance with the Company’s standard practices for employees insimilar positions.  Indemnification shallnot be awarded for any conduct that is found to be breach by a Court ortribunal of competent jurisdiction to violate this agreement.

## (j)            Compliance with Company Policies.  During the Employment Term, Employee willcomply with all Company policies generally applicable to the Company’semployees.

## (k)           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

## (l)            Non-Disclosure.  Unless required by law or to enforce thisAgreement, the parties hereto shall not disclose the existence of thisAgreement or the underlying terms to any third party, other than theirrepresentatives who have a need to know such matters.

## (m)          Legal Fees.  The Company shall pay the reasonable legalfees incurred by the Employee in connection with the negotiation of thisAgreement in an amount not to exceed $1,500.

 

 

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IN WITNESS WHEREOF, eachof the parties has executed this Agreement, in the case of the Company by itsduly authorized officer, as of the day and year first above written.

 
|   | MxENERGY INC. |
|--------|---------------|
|   |          |   |
|   | By:           | /s/ Jeffrey Mayer |
|   |          | Name: Jeffrey Mayer |
|   |          | Title: President and CEO |
|   |          |   |
|   | EMPLOYEE      |
|   |          |   |
|   | By:           | /s/ Robert Werner |
|   |          | Robert Werner |

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