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Exhibit 4.5    
    


 
 

STOCK OPTION    



AGREEMENT,
made October 1, 2001, by and between Gexa Corp., a Texas corporation, hereinafter referred to as the "Company" and Marcie Zlotnik. an individual, hereinafter referred to as tile
"Optionee". 


WITNESSETH:



WHEREAS,
pursuant to the resolution adapted by the Board of Directors of the Company, the Company has agreed to grant to the Optionee and Option to purchase shares of common stock of the Company at
the prices per share hereinafter set forth. such option to he for the term and upon the terms and conditions hereinafter stated, 


NOW
THEREFORE, in good consideration of the promises, the mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows: 


        1.     Option. The Company hereby grants to the Optionee the right and option (hereinafter referred to as the "Option") to
purchase all or any part of an aggregate of 300,000 shares of common stock of the Company (hereinafter referred to as the "Shares") on the terms and conditions herein set forth. 


        2.     Term. The term of the Option. all commence on October 1, 2001 and shall expire at 5:00 CST on December 31,
2005, unless sooner terminated by the Board of Directors of the Company, or upon termination of employment for any reason.. 


        3.     Purchase Price. The purchase price of the Option shall be $2.00 per each share covered by the Option. The options are
fully vested on grant date. 


        4.     Securities to be Unregistered. Both the Option and the Shares covered by the Option shall be "unregistered securities" as
defined for the General Rules and Regulations under the Securities Act of- 1933, as amended (the "Act"). 


        5.     Exercise. The Option shall be exercisable in whole or in part at any time and from time to time during the term of the
Option by written notice delivered to the Company at 24 Greenway Plaza, Suite 1826, Houston, Texas 77046. The notice shall state the number of' Shares with respect to which the Option is being
exercised, shall be signed by the Optionee and shall be accompanied by payment. -File Option shall not be exercised at any time when its exercise or the delivery of the Shares referred to
in the notice would be a violation of any law, governmental regulation or ruling. The Option shall he exercisable only by the Optionee. 


        6.     Assignment and Transfer. The Option and the rights and obligations of parties hereunder shall not he assignable or
transferable either in whole or in part. 


        7.     Optionee as Shareholder. Optionee shall have all rights as a shareholder with respect to the Shares covered by the Option
on and subsequent to the date of issuance of a stock certificate or stock certificates to it. Adjustments will be made for dividends or other rights with respect to which the record date is on or
subsequent to the date such stock certificates were issued. 


        8.     Adjustments for Chances in Capital Structure. In the event of a change in the capital structure of the Company as a result
of any stock dividend, stock split. combination or reclassification of shares, recapitalization or consolidation of, the number of shares covered by the Option shall not be appropriately adjusted to
ensure the same absolute benefit to the Optionee. 


        9.     Notices. All notices required or permitted to be given under this option shall be sufficient if in writing and delivered
or sent by registered or certified mail to the principal office of each party. 


        10.   Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Texas, and
venue shall be proper in Harris County, Texas. 










IN
WITNESS WHEREOF, the parties have executed this instrument on the day and year first written above. 



	 	 	GEXA CORP.
	

 	
 	

/s/ Neil Leibman
 Neil Leibman, Chairman













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Exhibit 4.5


STOCK OPTION