Exhibit 10.1

**MARKETING AGREEMENT**

This MARKETING AGREEMENT (hereinafter the "Agreement") ismade this _1st day of May, 2002, by and between Trammell Crow Residential Services(hereinafter referred to as "OWNER"), and GEXA Corp. dba Gexa Energy Corp.(hereinafter referred to as "Company"), a TEXAS Corporation (collectivelyreferred to as the "Parties").

W I T N E S S E T H :

WHEREAS, Company is a certified Retail Electric Provider in the Stateof Texas licensed by the Texas Public Utility Commission and engaged in the marketing ofelectricity.

WHEREAS, Owner desires to market and sell the electricity servicesoffered by Company to its tenants and customers.

NOW, THEREFORE, in consideration of the mutual promises set forthherein, and other good and valuable consideration which is hereby expressly acknowledged,the Parties agree as follows:

ARTICLE I

TERM

Term of Agreement. The term of this Agreement shall be for a oneyear period commencing on the date first above written and expiring twelve calendar monthsthereafter at midnight, and renewing automatically upon the same terms and conditionsunless either party advises the other in writing 30 days prior to expiration. 

Termination. This Agreement may be terminated by either party upon60 days prior written notice to the other party, or for cause or breach("Breach") after a 20 day written notice to the other party identifying theBreach and granting the party that has Breached 20 days to cure said Breach.

ARTICLE II

Independent Party

 

Independent Parties. Nothing contained herein shall be construed asestablishing a joint venture or partnership between the Parties. Each Party to thisAgreement shall have no control over the other Party’s manner or method in which itperforms its services, except as expressly provided herein.

ARTICLE III

Duties. Owner shall provide Services as described herein on atimely basis and shall at all times act in a professional and workmanlike manner.

Compliance. Each Party to this Agreement shall comply with all lawsrelating to its separate business operations.

ARTICLE IV

BUSINESS STANDARDS

Business Standards. Each party in performing its obligations underthis Agreement, shall establish and maintain appropriate business standards, procedures,and controls, including those necessary to avoid any real or apparent impropriety oradverse impact on the interest of the other.

Taxes. Owner shall be solely responsible for the payment whereverpayable of any income taxes or other taxes, contributions or insurance premiums thatpertain to the fee paid hereunder.

 

 

 

 

ARTICLE V

COMPENSATION

Compensation for Gexa Energy:Condifential.

Marketing material: Gexa Energy shall provide training to ownersemployees and agents as well as marketing and promotional items to owner for use by Owner.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Additional Assurances. The provisions of this Agreement shall be self-operative andshall not require further agreement by the parties except as may be specifically providedto the contrary in this Agreement; provided, however, at the request of Company, Ownershall execute such additional instruments and take such additional acts as Companyreasonably may deem necessary to effectuate this Agreement.

Use Of Name: Each party grants the other party the right to use the otherparty’s name and or logo in connection with marketing efforts during the term of thisagreement and any subsequent renewals. Each party may promote that they have entered intoa strategic marketing relationship with one another. Such right may be withdrawn by eitherparty at any time.

Consents, Approvals, and Discretion. Except as expressly provided to the contraryin this Agreement, whenever any consent or approval is required to be given by eitherparty under this Agreement, or either party must or may exercise discretion, the partiesagree that such consent or approval shall not be unreasonably withheld or delayed and suchdiscretion shall be reasonably exercised.

Arbitration. Any dispute as to the rights and duties of the parties under thisAgreement or to its construction, validity, or enforcement shall be submitted to bindingarbitration in Houston, Harris County, Texas pursuant to the rules of the AmericanArbitration Association with discovery proceedings pursuant to such rules. The decision ofthe arbitrators shall be enforceable in any court of competent jurisdiction. Theprevailing party in such arbitration or any proceeding in respect thereof or challengingsuch arbitration, shall be entitled to receive its or his attorney fees and court costsincurred in connection therewith.

Choice of Law and Venue. This Agreement shall be governed by and construed inaccordance with the laws of the State of Texas and the State of Texas, Harris County shallbe the venue for any litigation, special proceeding, or other proceeding as between theparties that may be brought, or arise out of, in connection with or by reason of thisAgreement.

Benefit/Assignment. Subject to any provision herein to the contrary, this Agreementshall inure to the benefit of and be binding upon the parties hereto and their respectivelegal representatives, successors, and assigns; provided, however, that Owner may notassign this Agreement or any or all of his rights or obligations hereunder without priorwritten consent of Company.

Waiver of Breach. The waiver by Company or Owner of a breach orviolation of any provision of this Agreement shall not operate as, or be construed to be,a waiver by Company or Owner of any subsequent breach of the same or other provisionhereof.

Notice. Any notice, demand, or communication required, permitted,or desired to be given hereunder shall be deemed effectively given when personallydelivered or two days after having been mailed by prepaid, certified mail, return receiptrequested, at the below listed address.

Or to such other address, and to the attention of such other person orofficer, as either party may designate, with copies thereof to the respective counselthereof, all at the addresses that a party may designate by like written notice.

Severability. In the event any provision of this Agreement is heldto be invalid, illegal, or unenforceable for any reason and in any respect, suchinvalidity, illegality, or unenforceability thereof shall not affect the remainder of thisAgreement, which shall be, in full force and effect, enforceable in accordance with itsterms.

Gender and Number. Whenever the context of this Agreement requires,the gender of all words herein shall include the masculine, feminine, and neuter, and thenumber of all words herein shall include the singular and plural.

Divisions and Headings. The division of this Agreement intosections and the use of captions and headings in connection therewith are solely forconvenience and shall have no legal effect in construing the provisions of this Agreement.

Entire Agreement/Amendment. This Agreement supersedes all previouscontracts, and constitutes the entire agreement of whatsoever kind or nature existingbetween or among the parties respecting the subject matter and no party shall be entitledto benefits other than those specified herein. As between or among the parties, no oralstatements or prior written material not specifically incorporated herein shall be of anyforce and effect. The parties specifically acknowledge that, in entering into andexecuting this Agreement, each is relying solely upon the representations and agreementscontained in this Agreement and no others. All prior representations or agreements,whether written or oral, not expressly incorporated herein, are superseded and no changesin or additions to this Agreement shall be recognized unless and until made in writing andsigned by all parties hereto.

IN WITNESS WHEREOF the parties hereto have caused this Agreement to beexecuted in multiple originals on the day and year first above written.

Gexa Corp 

By:_________________________ Address: 24 Greenway Plaza Suite 1826

Title: _______________________ Houston, Texas 77046

Owner:

By:_________________________ Address: ______________________

Title:_______________________ ______________________________

 

 

Apartment Community Name & Address: English______ Spanish_________Both_________

______________________________

______________________________