RESTRICTED STOCK AGREEMENT


     THIS RESTRICTED STOCK AGREEMENT (this "Agreement") is made and entered into
by and between Gexa Corp., a Texas corporation (the "Company"), and ______ an
Employee of the Company ("Grantee") on the _____ day of October 2004 (the "Grant
Date").

     WHEREAS, Grantee is an employee of the Company and in connection therewith,
the Company desires to grant to Grantee a number of restricted shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), subject
to the terms and conditions of this Agreement, with a view to increasing
Grantee's interest in the Company's welfare and growth; and

     WHEREAS, Grantee desires to have the opportunity to be a holder of shares
of the Common Stock subject to the terms and conditions of this Agreement;

     NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:

     1. GRANT OF COMMON STOCK. Subject to the restrictions, forfeiture
provisions and other terms and conditions set forth herein (i) the Company
grants to Grantee _____ shares of Common Stock (the "Restricted Shares"), and
(ii) Grantee shall have and may exercise rights and privileges of ownership of
the Restricted Shares, including, without limitation, the voting rights of such
shares and the right to receive any dividends declared in respect thereof. The
Company may require Grantee to reimburse the Company for, or the Company may
withhold from any amounts which it may owe Grantee, all amounts required by
applicable federal, state and local law in respect of the issuance or vesting of
the Restricted Shares.

     2. TRANSFER RESTRICTIONS; VESTING.

     (a) Generally. Grantee shall not sell, assign, transfer, exchange, pledge,
encumber, gift, devise, hypothecate or otherwise dispose of (collectively,
"Transfer") any Restricted Shares. The transfer restrictions imposed by this
Section 2 shall lapse as to the Restricted Shares on the one-year anniversary of
the Grant Date. The Grant Shares as to which such restrictions so lapse are
referred to as "Vested Shares."

     (b) Dividends, etc. If the Company (i) declares a dividend or makes a
distribution on Common Stock in shares of Common Stock, (ii) subdivides or
reclassifies outstanding shares of Common Stock into a greater number of shares
of Common Stock or (iii) combines or reclassifies outstanding shares of Common
Stock into a smaller number of shares of Common Stock, then the number of shares
of Grantee's Common Stock subject to the transfer restrictions of this Section 2
shall be proportionately increased or reduced so as to prevent the enlargement
or dilution of Grantee's rights and duties hereunder. The determination of the
Company's Board of Directors regarding such adjustments shall be final and
binding.


<PAGE>

     3. FORFEITURE.

     (a) Termination of Employment. If Grantee's employment with the Company is
terminated by Grantee for any reason within the first year of this Grant, then
Grantee shall immediately forfeit all Restricted Shares which are not Vested
Shares unless the Company's Board of Directors, in its discretion, determines
that any or all of such Restricted Shares shall not be so forfeited.

     (b) Forfeited Shares. Any Restricted Shares forfeited hereunder shall
automatically revert to the Company and become canceled. Any certificate(s)
representing Restricted Shares which include forfeited shares shall only
represent that number of Restricted Shares which have not been forfeited
hereunder. Upon the Company's request, Grantee agrees for himself and any other
holder(s) to tender to the Company any certificate(s) representing Restricted
Shares which include forfeited shares for a new certificate representing the
unforfeited number of Restricted Shares.

4.       ISSUANCE OF CERTIFICATE.

     (a) The Restricted Shares may not be transferred until they become Vested
Shares. Further, the Vested Shares may not be sold or otherwise disposed of in
any manner which would constitute a violation of any applicable federal or state
securities laws in the opinion of counsel satisfactory to the Company. The
Company shall cause to be issued a stock certificate, registered in the name of
the Grantee, evidencing the Restricted Shares upon receipt of a stock power duly
endorsed in blank with respect to such shares. Each such stock certificate shall
bear the following legend:

     The transferability of this certificate and the shares of stock represented
hereby are subject to the restrictions, terms and conditions (including
forfeiture and restrictions against transfer) contained in the Restricted Stock
Agreement entered into between the registered owner of such shares and Gexa
Corp. A copy of the Restricted Stock Agreement is on file in the office of the
Secretary of Gexa Corp., located at 20 Greenway Plaza, Suite 600, Houston, Texas
77046.

     Such legend shall not be removed from the certificate evidencing Restricted
Shares until such time as the restrictions imposed by Section 2 hereof have
lapsed.

     (b) The certificate issued pursuant to this Section 4, together with the
stock powers relating to the Restricted Shares evidenced by such certificate,
shall be held by the Company. The Company shall issue to the Grantee a receipt
evidencing the certificates held by it which are registered in the name of the
Grantee.

     5. MISCELLANEOUS.

     (a) Certain Transfers Void. Any purported Transfer of Restricted Shares in
breach of any provision of this Agreement shall be void and ineffectual, and
shall not operate to Transfer any interest or title in the purported transferee.

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<PAGE>

     (b) No Fractional Shares. All provisions of this Agreement concern whole
shares of Common Stock. If the application of any provision hereunder would
yield a fractional share, the value of such fractional share shall be paid to
the Grantee in cash.

     (c) Not an Employment Agreement. This Agreement is not an employment
agreement, and this Agreement shall not be, and no provision of this Agreement
shall be construed or interpreted to create any employment relationship or right
to continued employment with the Company or any subsidiary or affiliate thereof.

     (d) Dispute Resolution. Any dispute arising out of, or relating to this
Agreement or any breach hereof, shall be resolved by binding arbitration in
Houston, Texas in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect, and judgment on the award
rendered by the arbitrator(s) may be entered in any court of competent
jurisdiction. The location of such arbitration in Houston, Texas shall be
selected by the Company in its sole and absolute discretion. All costs and
expenses, including attorneys' fees, relating to the resolution of any such
dispute shall be borne by the party incurring such costs and expenses.

     (e) Notices. Any notice, instruction, authorization, request or demand
required hereunder shall be in writing, and shall be delivered either by
personal in-hand delivery, by telecopy or similar facsimile means, by certified
or registered mail, return receipt requested, or by courier or delivery service,
addressed to the Company at the address indicated beneath its signature on the
execution page of this Agreement, and to Grantee at his address indicated on the
Company's stock records, or at such other address and number as a party shall
have previously designated by written notice given to the other party in the
manner herein set forth. Notices shall be deemed given when received, if sent by
facsimile means (confirmation of such receipt by confirmed facsimile
transmission being deemed receipt of communications sent by facsimile means),
and when delivered and receipted for (or upon the date of attempted delivery
where delivery is refused), if hand-delivered, sent by express courier or
delivery service, or sent by certified or registered mail, return receipt
requested.

     (f) Amendment and Waiver. This Agreement may be amended, modified or
superseded only by written instrument executed by the Company and Grantee. Any
waiver of the terms or conditions hereof shall be made only by a written
instrument executed and delivered by the party waiving compliance. Any amendment
or waiver agreed to by the Company shall be effective only if executed and
delivered by a duly authorized executive officer of the Company other than
Grantee. The failure of any party at any time or times to require performance of
any provisions hereof shall in no manner effect the right to enforce the same.
No waiver by any party of any term or condition in this Agreement, or breach
thereof, in one or more instances shall be deemed a continuing waiver of any
such condition or breach, a waiver of any other condition, or the breach of any
other term or condition.

     (g) Independent Legal and Tax Advice. The Grantee has been advised and
Grantee hereby acknowledges that he or she has been advised to obtain
independent legal and tax advice regarding this grant of Restricted Shares and
the disposition of such shares, including, without limitation, the election
available under Section 83(b) of the Internal Revenue Code.

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<PAGE>

     (h) Governing Law and Severability. This Agreement shall be governed by the
internal laws, and not the laws of conflict, of the State of Texas. The
invalidity of any provision of this Agreement shall not affect any other
provision of this Agreement which shall remain in full force and effect.

     (i) Successors and Assigns. Subject to the limitations which this Agreement
imposes upon transferability of Restricted Shares, this Agreement shall bind, be
enforceable by and inure to the benefit of the Company and its successors and
assigns, and Grantee, and, upon his death, on his estate and beneficiaries
thereof (whether by will or the laws of descent and distribution).



                            [Signature page follows]

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<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
on the date first above written.

                              COMPANY:

                              GEXA CORP.


                              By:     /s/ Neil Leibman
                                      _________________________________
                                       Neil Leibman, Chairman & CEO



                              Address: Gexa Corp.
                                       20 Greenway Plaza, Suite 600
                                       Houston, Texas 77046
                         Telecopy No.: (713) 961-7997



                              GRANTEE:


                              ___________________________________
                              Signature


                              ___________________________________
                              Printed Name



                              SPOUSE:
                              (if applicable)


                              __________________________________
                              Signature


                              __________________________________
                              Printed Name



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