NON-EMPLOYEE DIRECTOR
                            NONSTATUTORY STOCK OPTION
                              GRANT AGREEMENT UNDER
                                   GEXA CORP.
2004 INCENTIVE PLAN


     THIS AGREEMENT is entered into this 28th day of October, 2004, between Gexa
Corp., a Texas corporation (the "Company"), and ______, a non-employee director
of the Company ("Grantee"), pursuant to the provisions of the Gexa Corp. 2004
Incentive Plan (Effective May 27, 2004) (the "Plan").

     WHEREAS, the grant of this Nonstatutory Stock Option to Grantee is
authorized under the Plan subject to the terms and conditions provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties do hereby agree as follows:

     Section 1. Grant of Option. Subject to all of the terms, conditions and
provisions of the Plan and of this Agreement, the Company hereby grants to
Grantee an Nonstatutory Stock Option for Non-Employee Directors (the "Option")
under the Plan pursuant to which Grantee shall have the right and option under
the Plan to purchase from the Company all or any part of an aggregate of ____
Shares of the Common Stock of the Company, par value $.01 per share ("Option
Shares"). The Shares, when issued to Grantee upon the exercise of the Option,
shall be fully paid and nonassessable. All capitalized terms used herein shall
have the meanings set forth in the Plan unless otherwise provided herein.

     Section 2. Option Price. The purchase price payable by Grantee to the
Company in exercise of this Option shall be ____ per Share (the "Option Price"),
being the Fair Market Value on October 28, 2004 (the "Grant Date"). The Option
Term shall be from the Grant Date until the tenth (10th) anniversary of the
Grant Date.

     Section 3. Exercise Period and Exercise of Option. The Option shall vest
and become exercisable as to one-third of the Common Stock covered hereby on the
first anniversary of the Grant Date, two-thirds of the Common Stock covered
hereby on the second anniversary of the Grant Date and 100% of the Common Stock
covered hereby on the third anniversary of the Grant Date. Any Option Shares
which remain unexcercised on the tenth (10th) anniversary of the Grant Date
shall expire. The terms and conditions under which the Option may be exercised
are specifically provided in the Plan.

     Section 4. No Commitment. Grantee acknowledges that neither the grant of
this Option nor the execution of this Agreement by the Company shall be
interpreted or construed as imposing upon the Company an obligation to retain
his services as a director on behalf of the Company or its affiliates for any
stated period of time.


<PAGE>

     Section 5. Plan. As previously provided, the Option herein granted by the
Company to Grantee is granted subject to all of the terms, conditions and
provisions of the Plan. Grantee hereby acknowledges receipt of a copy of the
Plan and the parties agree that the entire text of such Plan be, and it hereby
is, incorporated herein by reference as fully as if here copied in full. The
terms of the Plan shall control with respect to the effect of Grantee's
termination as a director for any reason, the adjustments to be made in the
event of changes in the capital structure of the Company, Change in Control, and
of all of the other provisions, terms and conditions of the Plan applicable to
the Option granted herein. If any of the provisions of this Agreement conflict
with the Plan, the provisions of the Plan shall be controlling. The Grantee
hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee, the Company or the Board, as appropriate, upon
any questions arising under the Plan or this Agreement.

     Section 6. Non-Transferability. The Option granted hereunder is not
transferable or assignable by Grantee except by will or by the laws of descent
and distribution or as otherwise specifically provided in the Plan. No right or
benefit hereunder shall in any manner be liable for or subject to any debts,
contracts, liabilities, obligations or torts of Grantee.

     Section 7. No Guarantee of Tax Consequences. The Company and the Committee
make no commitment or guarantee that any federal or state tax treatment will
apply or be available to any person eligible for benefits under the Option. The
Grantee has been advised and been provided the opportunity to obtain independent
legal and tax advice regarding the grant and exercise of the Option and the
disposition of any Shares acquired thereby.

     Section 8. No Rights in Shares. Grantee shall have no rights as a
stockholder in respect of the Shares until the Grantee becomes the record holder
of such Shares.

     Section 9. Withholding of Taxes.

     (a) Tax Withholding. The Company shall have the power and the right to
deduct or withhold, or require an Grantee to remit to the Company, an amount
sufficient to satisfy federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of the Option or its exercise hereunder.

     (b) Share Withholding. With respect to tax withholding required upon the
exercise of Option Shares, Grantee may elect, subject to the approval of the
Committee in its sole discretion, to satisfy the withholding requirement, in
whole or in part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the statutory total tax
which could be imposed on the transaction. All such elections shall be made in
writing, signed by the Grantee, and shall be subject to any restrictions or
limitations that the Committee, in its discretion, deems appropriate. Any
fraction of a Share required to satisfy such obligation shall be disregarded and
the amount due shall instead be paid in cash by the Grantee.

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<PAGE>

     The Company shall have the right to take such other action as may be
necessary or appropriate to satisfy any such tax withholding obligations.

     Section 10. Restrictions on Exercise. The Option may not be exercised if
the issuance of such Option Shares or the exercise thereof (including but not
limited to the method of payment of the consideration for such Shares) would
constitute a violation of any applicable federal or state securities or other
laws or regulations, any rules or regulations of any stock exchange on which the
Common Stock may be listed or Company policies.

     Section 11. General.

     (a) Notices. All notices under this Agreement shall be mailed or delivered
by hand to the parties at their respective addresses set forth beneath their
signatures below or at such other address as may be designated in writing by
either of the parties to one another. Notices shall be effective upon receipt.

     (b) Amendment and Termination. No amendment, modification or termination of
the Option or this Agreement shall be made at any time without the written
consent of Grantee and Company.

     (c) Severability. In the event that any provision of this Agreement shall
be held illegal, invalid, or unenforceable for any reason, such provision shall
be fully severable, but shall not affect the remaining provisions of the
Agreement, and the Agreement shall be construed and enforced as if the illegal,
invalid, or unenforceable provision had not been included herein.

     (d) Supersedes Prior Agreements. This Agreement shall supersede and replace
all prior agreements and understandings, oral or written, between the Company
and the Grantee regarding the grant of the Options covered hereby.

     (e) Governing Law. The Option shall be construed in accordance with the
laws of the State of Texas without regard to its conflict of law provisions, to
the extent federal law does not supersede and preempt Texas law.

     (f) Community Property. Each spouse individually is bound by, and such
spouse's interest, if any, in any Shares is subject to, the terms of this
Agreement. Nothing in this Agreement shall create a community property interest
where none otherwise exists.


                            [Signature page follows.]


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<PAGE>

     IN WITNESS WHEREOF, this Agreement is executed and entered into effective
on the day and year first above written.


                                     GEXA CORP.
`                                    20 Greenway Plaza, Suite 600
                                     Houston, Texas 77046
ATTEST:

                                     By:    /s/ Neil M. Leibman
/s/ David K. Holeman                        ________________________________
__________________________________   Name:  Neil M. Leibman
David K. Holeman, Secretary          Title: Chief Executive Officer







                                     Dan Fogarty, Grantee
                                     ____________________________________
                                     ____________________________________
                                                                 [address]

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