**Exhibit 10.80****Execution Copy 9-20-06****GAS SUPPLY AGREEMENT**     This Gas Supply Agreement (this “Agreement”), dated effective as of September 1, 2006, isentered into by and between Pacific Summit Energy LLC (“Pacific Summit”), a Delaware limitedliability company, Commerce Energy, Inc., a California corporation (“Commerce Energy”) and HoustonEnergy Services Company, L.L.C., a Texas limited liability company (“HESCO”).**W****I****T****N****E****S****S****E****T****H****:**     A. Pacific Summit and HESCO are this date entering into certain NAESB agreements (the “NAESBAgreements”) pursuant to which HESCO will resell to Pacific Summit all of those volumes of gaswhich comprise HESCO’s existing gas supply positions for the month of September, 2006 andthereafter under those certain gas supply agreements set forth on Exhibit “A” attached hereto andmade a part hereof (the “HESCO Gas Supply Agreements”).     B. Pacific Summit and HESCO have agreed to seek a written novation agreement from each of thecounterparties to the HESCO Gas Supply Agreements, whereby Pacific Summit will be solelyresponsible to such counterparties for-all obligations accruing under the HESCO Gas SupplyAgreements for gas deliveries to be made by such counterparties thereunder for any period on orafter October 1, 2006 (the “Prospective Obligations”), and whereby HESCO will be expressly releasedfrom the Prospective Obligations under each of the HESCO Gas Supply Agreements by suchcounterparties (collectively, the “Novation Agreements”, and each a “Novation Agreement”).     NOW, THEREFORE, in consideration of HESCO entering into the NAESB Agreements with PacificSummit, HESCO and Pacific Summit hereby covenant and agree as follows:     1. Repurchase of Gas. Pursuant to the NAESB Agreements, Pacific Summit is agreeing torepurchase from HESCO all volumes of gas which HESCO is obligated to purchase under each of theHESCO Gas Supply Agreements during the period from and after September 1, 2006.     2. Termination of NAESB Forward Gas Supply Positions. HESCO, Commerce Energy andPacific Summit shall both utilize reasonable commercial efforts to obtain Novation Agreements as toall of the HESCO Gas Supply Agreements prior to the expiration of sixty (60) days following theeffective date of this Agreement. HESCO and Pacific Summit further agree that at such time as aNovation Agreement is obtained with respect to a particular HESCO Gas Supply Agreement, then theobligations of HESCO and Pacific Summit as those forward gas supply positions under thecorresponding NAESB Agreement which are novated will automatically terminate, so that neither HESCOnor Pacific Summit will have any further obligation to the other with respect thereto. However, ifany HESCO Gas Supply Agreement is not covered by a Novation Agreement prior to the expiration ofsixty (60) days following the effective date of this Agreement and the failure of such HESCO GasSupply Agreement to be covered by a Novation Agreement arises directly from Pacific Summit’sfailure to utilize reasonable commercial efforts to obtain such Novation Agreement, then the NAESBAgreement corresponding thereto shall be deemed automatically amended as of said date to providefor
 

 
Pacific Summit’s payment to HESCO of an additional $.08 per MMBtu of gas (“Price Premium”)thereafter sold to it under such NAESB Agreement until such time as the HESCO Supply Agreementcorresponding to such NAESB Agreement shall be covered by a Novation Agreement. Pacific Summitshall not be required to pay the Price Premium if the failure to obtain the Novation Agreementarises directly or indirectly from any dispute between HESCO and any counterparty over the amountof obligations owed by HESCO to the counter party, or from any failure of HESCO or Commerce toutilize reasonable commercial efforts in obtaining the Novation Agreements.     3. Notice. Any payment demand, notice, correspondence or other document to be givenhereunder by any party to another (herein collectively called “Notice”) shall be in writing anddelivered personally or mailed by certified mail, postage prepaid and return receipt requested, orby facsimile, to the addresses set forth below. Notice given by personal delivery or mail shall beeffective upon actual receipt, or, if receipt is refused or rejected, upon attempted delivery.Notice given by facsimile shall be effective upon actual receipt if received during the recipient’snormal business hours, or at the beginning of the recipient’s next business day after receipt ifnot received during the recipient’s normal business hours. All Notices by facsimile shall beconfirmed promptly after transmission in writing by certified mail or personal delivery. Any partymay change any address to which Notice is to be given to it by giving Notice as provided above ofsuch change of address.     4. Miscellaneous. **THIS AGREEMENT SHALL BE IN ALL RESPECTS GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OFLAWS.**No term or provision of this Agreement shall be amended or modified except in a writingsigned by HESCO and Pacific Summit. Neither HESCO nor Pacific Summit may assign its rightshereunder without the consent of the other party. Subject to the foregoing, this Agreement shallbe binding upon and shall inure to the benefit of and be enforceable by the parties hereto andtheir permitted successors and assigns. The recitals of this Agreement form a part of thisAgreement and are to be utilized in the interpretation of this Agreement. The singular form ofnouns, pronouns and verbs shall include the plural and vice versa. This Agreement, together withNAESB Agreements entered into as of the effective date hereof between HESCO and Pacific Summit withrespect to HESCO’s resale of gas to Pacific Summit, embodies the entire agreement and understandingbetween HESCO and Pacific Summit.(*signature page follows.*)
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     IN WITNESS WHEREOF, Pacific Summit and HESCO have executed this Agreement effective as of thedate first written above.         HOUSTON ENERGY SERVICES   PACIFIC SUMMIT ENERGY LLC      COMPANY, L.L.C.         By: /s/ Thomas L. Goudie   By: /s/ Brian Mock                   Thomas L. Goudie,   Name: Brian Mock                   President   Title: President                  Address:   Address:           10497 Town & Country Way,Suite 150   4675 MacArthur CourtHouston, Texas 77024   Suite 1170      Newport Beach, California 92660         Attn. Thomas L. Goudie   Attn: RanDe PattersonFax No.: (713) 463-5032   Fax No.: (949) 777-3233     COMMERCE ENERGY, INC.     By: /s/ Steven S. Boss       Name: Steven S. BossTitle: Chief Executive OfficerAddress:          600 Anton Blvd, Suite 2000Costa Mesa, California 92626Attn:         Fax No.:     
 

 
**EXHIBIT “A”**Gas Supply Agreements                    **Confirm**          **K Type** **#** **Counterparty**  **Volume** **Price** **Location** **Term**NAESB 17080  Seminole Energy marketing  7,500  HSC - $0.13 TXU Sept 06NAESB 17331  Anadarko  23,268  NYMEX LD+0.20 txg-4 Sept 06NAESB 17332  Cargill  120,000  NGI +0.005 Socal Sept 06NAESB 17332  Cargill  150,000  NGI +0.03 Socal/ SW Gas Sept 06NAESB 17333  Cargill  54,000  NGI + 0.02 PG&E Citygate Sept 06NAESB 16973  Conoco-Phillips  10,000  NYMEX LD - 0.77 Socal April ‘06 - Mar’07NAESB 16669  Conoco-Phillips  10,000  $9.750   EPNG to SWG Topock Jan’06 - Dec’06                  NAESB 17341  Infinite Energy  151,890  NYMEX LD +0,79 FGT Zn31 Destin Sept 06NAESB 17340  Infinite Energy  96,690  NYMEX LD +0.12 NGPL /Vermillion Sept 06NAESB 17339  Infinite Energy  109,110  NYMEX LD +0.15 St Landry/Gulf South Sept 06NAESB 16896  Sempra  10,000  NYMEX LD -0.91 PG&E Citygate Apr ‘06 - Oct’06NAESB 16858  Sempra  10,000  NYMEX LD -1.03 socal Feb’06 - Dec’06NAESB 16897  Sempra  10,000  NYMEX LD -1.40 socal Apr’06- Mar’07NAESB 16895  Sempra  10,000  NYMEX LD -1,25 socal Apr’06 - Oct’06NAESB 16916  Sempra  10,000  NYMEX LD -1.40 socal Apr’06 - Mar ‘07NAESB 16916  Sempra  10,000  NYMEX LD -1.05 PG&E Citygate Apr ‘06 - Mar’07NAESB 16940  Sempra  10,000  NYMEX LD - 1.10 Socal Border Apr’06 - Oct’06NAESB 16949  Sempra  10,000  NYMEX LD -1.05 Socal Border Apr’06 - Mar’07NAESB 16955  Sempra  10,000  NYMEX LD -0.84 Socal Border Apr ‘06 - Ocf06NAESB 16955  Sempra.  10,000  NYMEX LD -0.58 PG&E Citygate Apr’06 - Oct’06SoCal (FinancialNAESB 17214  Sempra  2500/Day Nymex-1.03 Basis) Apr’06,-Ocf06NAESfi Begtrent 350WDay  $21 + Fuel FG’I CapacityRelease Apr’06 - Mar’07  NAESB 17314  Pacific Summit  10,000  Fixed $9.15 SoCal Border Oct-’06 - Mar-’07NAESB 17347  Pacific Summit  20,000  Fixed $ $5.685 NYMEX Purchase Oct-06NAESB 17347  Pacific Summit I  10,000  Fixed $ $5.70 NYMEX Purchase Oct-06