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                                                                    EXHIBIT 10.5


                        AMENDMENT TO EMPLOYMENT AGREEMENT


     THIS AMENDMENT TO EMPLOYMENT AGREEMENT is entered into as of March 31, 2004
(the "Amendment") by and among Commonwealth Energy Corporation, a California
corporation (the "Company"), Commerce Energy Group, Inc. ("Commerce"), and John
A. Barthrop ("Employee").

     WHEREAS, the parties entered into a certain Employment Agreement dated as
of November 1, 2000, a copy of which is attached hereto as Exhibit A (the
"Employment Agreement," the defined terms of which shall be used in this
Amendment unless otherwise defined herein);

     WHEREAS, pursuant to Section 3.3 of the Employment Agreement, upon the
occurrence of a Change of Control (as defined in the Employment Agreement) of
the Company, the Employee has the right to receive certain bonus payments.
Pursuant to Section 3.5 of the Employment Agreement, upon the occurrence certain
sales of assets and change of control events, the Employee shall have the right
to require the Company to repurchase from the Employee all capital stock and
stock options then owned by or owing to Employee at an aggregate repurchase
price equal to the lesser of (a) $10.00 per share or (b) two (2) times the then
aggregate price value (as defined in the Employment Agreement) of the Company's
capital stock;

     WHEREAS, the Company intends to complete a reorganization transaction (the
"Transaction") pursuant to which (a) a newly formed subsidiary of Commerce would
be merged with and into the Company; (b) the Company would be the surviving
corporation in the merger; and (c) the Company would become a wholly-owned
subsidiary of Commerce;

     WHEREAS, as currently contemplated, the Transaction may constitute a Change
of Control (as defined in the Employment Agreement) and may trigger (a) the
payment of a bonus under Section 3.3 of the Employment Agreement and (b) and the
Employee's right to exercise the stock repurchase option under Section 3.5 of
the Employment Agreement;

     WHEREAS, in order to facilitate the Transaction, and in consideration of
the cash payment provided for by and the other provisions of this Amendment,
Employee is willing to amend the Employment Agreement to modify certain of the
terms thereof, including amending Sections 3.3 and 3.5 to effectively waive in
connection with the Transaction (a) any payment of a bonus under Section 3.3 of
the Employment Agreement and (b) any right to exercise the stock repurchase
option under Section 3.5 of the Employment Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged by each of the parties hereto, the
parties hereto, intending to be legally bound, do hereby agree as follows:

     1. Agreements Between the Company and Employee. Employee represents,
warrants and agrees that this Agreement and the Employment Agreement are the
only agreements between the Company and Employee relating to the Employee's
employment with the Company, and that any other employment agreement purportedly
between the Company and Employee is void and of no force or effect.

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     2. Issuance of Stock Options. The Company shall issue to Employee an option
to purchase 125,000 shares of Commonwealth common stock at an exercise price of
$1.92 per share (the "New Options"), which shall be fully vested and immediately
exercisable as of the date of grant under Commonwealth's 1999 Equity Incentive
Plan, as amended ("the Plan"). The New Options shall be non-qualified and
subject to the terms of the Plan. Notwithstanding any earlier termination of
Employee's employment with the Company, the New Options may be exercised at any
time for a period of ten (10) years following the date of this Amendment or
seven (7) years following the termination of Employee's employment with the
Company, Commerce or any of the Affiliated Entities, whichever is earlier. The
New Options will be evidenced by a stock option grant agreement or other
agreement in the form customarily used by the Company in connection with grants
of stock options and with terms consistent with those set forth herein.

     3. Amendment to Paragraph 1. Paragraph 1 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

          "1. Term of Employment. The Company hereby employs Employee and
     Employee accepts such employment for a term of fifty-two (52) months,
     commencing on November 1, 2000 and terminating on December 31, 2004 (the
     "Initial Term"); notwithstanding the foregoing, however, the term of this
     Agreement is subject to termination as provided in Paragraph 7, below.
     Employee's employment shall continue after the Initial Term until either of
     the parties hereto terminates this Agreement and the employment
     relationship in accordance with the provisions of Paragraph 7 of the
     Agreement."

     4. Amendment of Paragraph 2. Paragraph 2 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

          "2. Title and Responsibilities.

          "2.1 During the term of this Agreement, Employee shall serve as
     General Counsel and Secretary of the Company, and General Counsel and
     Senior Vice President of Commerce. With the consent of both parties,
     Employee shall have such other positions with Commerce, the Company or any
     parent, affiliate or subsidiary of the Company ("Affiliated Entities") as
     the board of directors of Commerce, the Company or any of the Affiliated
     Entities shall decide from time to time. Employee shall have such duties,
     responsibilities and authority as the board of directors of the Company,
     Commerce, or any of the Affiliated Entities employing Employee shall
     determine. Employee's office location shall at all times be in offices of
     the Company located in Orange County, California; provided, however, that
     commencing on July 30, 2004, Employee shall, with the prior consent of the
     Company's Chief Executive Officer, be permitted to work out of his home in
     Grover Beach, California, as long as he is reasonably available to provide
     the services required by this Agreement. Employee may be required to travel
     from time to time to the extent reasonably necessary to the performance of
     his duties hereunder.

          "2.2 Employee shall in good faith and consistent with his ability,
     experience and talent perform the duties set forth in this Paragraph 2, and
     shall


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     devote substantially all of his productive time and efforts to the
     performance of such duties; provided, however, that Employee may
     participate in civic, charitable, and other not-for-profit activities and
     manage personal and family investments (including real estate development
     activities) to the extent that the same does not materially conflict with
     the discharge of his duties hereunder."

     5. Amendment of Paragraph 3.2. Paragraph 3.2 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

          "3.2 Bonus. Employee shall not be entitled to any bonus compensation
     as a result of the financial performance of the Company, Commerce and/or
     any of the Affiliated Entities, or as a result of the performance of his
     duties and responsibilities under this Agreement. Notwithstanding the
     foregoing, the board of directors of the Company, Commerce and/or any of
     the Affiliated Entities may, in its sole discretion, award Employee with
     such bonus compensation, if any, it deems to be warranted, in which case
     the amount will be similar to bonuses paid to other executives at
     Employee's level in any annual bonus pool approved by the board."

     6. Amendment of Paragraph 3.3. Paragraph 3.3 of the Employment Agreement is
hereby amended and restated in its entirety to read as follows:

          "3.3 Bonus Upon Change in Control of the Company.

               "(a) Voluntary or Involuntary Termination Following a Change in
     Control. If Employee (i) voluntarily resigns for any reason, or (ii)
     receives written notice of termination from the Company, Commerce or any of
     the Affiliated Entities for any reason, in either case, within six (6)
     months following a transaction that would constitute a Change in Control
     (as defined in Section 3.3(b), below) if it had not been approved by the
     board of directors of the Company, Commerce or any of the Affiliated
     Entities that occurs during the Initial Term, then, in addition to the
     amounts due under Paragraph 7.3 of this Agreement, the Company shall pay
     Employee a cash bonus in an amount equal to $100,000 plus the amount of
     taxes payable by Employee under Internal Revenue Code Section 280G with
     respect to the bonus contemplated by this Paragraph 3.3.

               "(b) For purposes of this Agreement, a "Change in Control" shall
     mean any of the following events:

               (i) the acquisition by any person (as such term is defined in
          Section 13(c) or 14(d) of the Securities Exchange Act of 1934, as
          amended (the "1934 Act")), other than (A) a trustee or other fiduciary
          holding securities of the Company or Commerce, respectively, under an
          employee benefit plan of the Company or Commerce, respectively; or (B)
          an entity in which the Company or Commerce directly or indirectly
          beneficially owns 50% or more of the voting securities of such entity
          (an "Affiliate"), of any securities of the Company or Commerce,
          immediately after which such Person has beneficial ownership (within
          the meaning of Rule 13d-3


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          promulgated under the 1934 Act) of fifty percent (50%) or more of (1)
          the outstanding shares of Common Stock of the Company or Commerce, or
          (2) the combined voting power of the Company's or Commerce's then
          outstanding securities entitled to vote generally in the election of
          directors;

               (ii) the Company or Commerce is a party to a merger or
          consolidation with a person other than an Affiliate which results in
          the holders of voting securities of the Company or Commerce
          outstanding immediately before such merger or consolidation failing to
          continue to represent (either by remaining outstanding or being
          converted into voting securities of the surviving entity) at least 50%
          of the combined voting power of the then outstanding voting securities
          of the corporation resulting from such merger or consolidation; or

               (iii) all or substantially all of the assets of the Company or
          Commerce are, in any transaction or series of transactions, sold or
          otherwise disposed of (other than to any of the Affiliated Entities);

     provided, however, that in no event shall a "Change in Control" be deemed
     to have occurred for purposes of this Agreement (A) solely because the
     Company or Commerce engages in an internal reorganization, which may
     include a transfer of assets to, or a merger or consolidation with, one or
     more of the Affiliated Entities, creation of a holding company structure or
     a reincorporation; or (B) as a result of any transaction or series of
     transactions that has been approved by the board of directors of the
     Company, Commerce or any of the Affiliated Entities."

          "(c) Stock and Option Repurchase on Change of Control. Notwithstanding
     any other provision of this Agreement, in the event of a Change in Control
     which is determined by the Board to be a hostile takeover, (i) Employee's
     right to exercise any options to purchase stock of the Company or Commerce
     shall be accelerated as to all of the remaining shares then covered by the
     options which have not otherwise vested under the terms thereof, and (ii)
     Employee shall have the right, subject to applicable law, to require the
     Company or Commerce to repurchase from Employee all stock options and any
     shares owned of the Company or Commerce at a price per share equal to the
     lesser of (A) two times the market value of the Company's or Commerce's
     common stock on the date of the Change in Control, less the exercise price
     or (B) $10.00 per share."

     7. Amendment of Paragraph 3.5. Paragraph 3.5 of the Employment Agreement is
hereby deleted in its entirety.

     8. Amendment of Paragraph 7.1(f). Paragraph 7.1(f) of the Employment
Agreement is hereby amended and restated in its entirety to read as follows:

          "(f) the expiration of ten (10) days after receipt by the Company of
     written notice of termination executed by Employee if, during the Initial
     Term, without Employee's


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     written consent, there shall have been any adverse change in Employee's job
     responsibilities; or"

     9. Amendment of Paragraph 7.1. Paragraph 7.1 of the Employment Agreement is
hereby amended to add a new Paragraph 7.1(h) to read as follows:

          "(h) the expiration of sixty (60) days after (i) receipt by the
     Company of written notice of termination executed by Employee, or (ii)
     receipt by the Employee of written notice of termination executed on behalf
     of the Company; provided, however, that the Company cannot provide this
     notice of termination without cause more than sixty (60) days before
     January 1, 2005, unless Employee agrees to an earlier end of this Agreement
     and the employment relationship without cause."

     10. Amendment of Paragraph 7.3. Paragraph 7.3 of the Employment Agreement
is hereby amended and restated in its entirety to read as follows:

          "7.3 Separation Compensation. If Employee's employment terminates
     pursuant to Section 7.1(a), (b), (c) or (d) of this Agreement, Employee
     shall be entitled to receive the Base Salary and other compensation and
     benefits provided for under this Agreement through the date of termination,
     but shall not be entitled to receive any severance pay or non-vested
     employment benefits or options, or any other termination benefits, except
     to the extent otherwise required to be paid under applicable California
     law. If Employee's employment terminates for any reason other than pursuant
     to the provisions of this Agreement referred to in the immediately
     preceding sentence, including pursuant to Paragraph 7.1 (e), (f), (g) or
     (h), such as the termination of this Agreement upon the conclusion of the
     Initial Term or any termination without cause after the completion of the
     Initial Term, then Employee shall be entitled to receive (i) the Base
     Salary and other compensation and benefits provided for under this
     Agreement through the date of termination (which amount will be paid on
     Employee's last day of employment), (ii) an amount equal to Employee's then
     current annual Base Salary, and (iii) the Company will pay for Employee's
     health insurance premiums (including the continuation of dependent coverage
     (if any)) for up to eighteen months from the date of termination; provided
     Employee makes a timely COBRA election and provided further that Employee
     continues to contribute the same amount (if any) Employee currently
     contributes for health insurance premiums. The amount specified in clause
     (ii) above shall be payable in a lump sum within 2 business days following
     the termination of Employee's employment. The Company and Employee both
     agree that the amount of the severance payment specified by the immediately
     preceding sentence is reasonable under the circumstances existing at the
     time of the execution of this Agreement."

     11. Change in Control. Employee hereby acknowledges and agrees that in
connection with the Transaction, he shall not be entitled to (a) receive a bonus
under Paragraph 3.3 of the Employment Agreement or (b) exercise the stock
repurchase option under Paragraph 3.5 of the Employment Agreement.

     12. Additional Representations. Employee represents and acknowledges that
he has received all monies, compensation and/or benefits that are owed, or that
he claims or could claim are owed, to him under the terms of the Employment
Agreement or otherwise as a result of his


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employment by the Company through the date of this Amendment, including but not
limited to, bonus compensation, if any, under Paragraph 3.2 of the Employment
Agreement for the current or any preceding fiscal or calendar years.

     13. Effect of Amendment. Except as specifically amended herein, the
Employment Agreement shall remain in full force and effect without any other
changes, amendments or modifications.

     14. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     15. Further Acts. The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Amendment.

     16. Entire Agreement. This Amendment and the Employment Agreement, as
amended by this Amendment, sets forth the entire understanding of the parties
with respect to the subject matter of the Employment Agreement, supersede all
existing agreements between them concerning such subject matter, and may be
modified only by a written instrument duly executed by each party.

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.

"Company"                               COMMONWEALTH ENERGY CORPORATION

                                        By:      /S/ ROBERT C. PERKINS
                                            ------------------------------------
                                             Robert C. Perkins
                                             Chairman, Compensation Committee

                                        By:      /S/ IAN B. CARTER
                                           -------------------------------------
                                             Ian B. Carter
                                             President, Chief Executive Officer
                                             and Chairman of the Board


"Commerce"                              COMMERCE ENERGY GROUP, INC.


                                        By:      /S/ IAN B. CARTER
                                           -------------------------------------
                                             Ian B. Carter
                                             President, Chief Executive Officer,
                                             Treasurer and Chairman of the Board


"Employee"                                       /S/ JOHN A. BARTHROP
                                        ----------------------------------------
                                                 John A. Barthrop


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