Exhibit 10.53**AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT**          AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT, dated October 5, 2007 (this “Amendment”), to theEmployment Agreement, dated as of March 26, 2007 (the “Agreement”), by and between COMMERCE ENERGYGROUP, INC., a Delaware corporation, on behalf of itself and any and all of its subsidiaries(together, the “Company”), and ERIK A. LOPEZ, SR. (the “Executive”).**RECITALS**          A. The parties have entered into the Agreement;          B. Section 5(d) of the Agreement permits the Executive to terminate the Agreement for GoodReason; and          C. Pursuant to and in accordance with Section 15 of the Agreement, the parties wish to amendthe definition of Good Reason in Section 5(d) of the Agreement to satisfy the definition of“involuntary separation from service” in Treasury Regulation Section 1.409A-1(n).**AGREEMENT**          In consideration of the rights and obligations contained herein, and for other good andvaluable consideration, the adequacy of which is hereby acknowledged, the parties agree as follows:          Section 1. Good Reason. Section 5(d) of the Agreement is hereby amended and restatedin its entirety to read:          (d) Resignation for Good Reason. Executive may terminate this Agreement forGood Reason (as defined in this Agreement) by giving written notice to the Company of suchtermination, which termination will become effective on the 30th day followingreceipt. As used in this Agreement, “Good Reason” shall mean any one of the followingevents, provided that Executive gives the Company written notice specifying the event orcondition constituting Good Reason no later than one-hundred eighty (180) days after theinitial occurrence of the event or condition, and the Company has failed to cure the eventor condition within (30) days of receiving Executive’s written notice: (A) materialreduction in Executive’s base compensation, except as part of a general change in basecompensation for all similarly situated executives; or (B) any failure by the Company tocomply with a material provision of this Agreement. In the event of resignation for GoodReason, Executive will be entitled to the benefits set forth in subsection (a) above in theevent of termination by the Company without Cause, on the same conditions that apply tothose benefits, specifically including, but not limited to, the signing of the separationagreement and general release document, attached as Exhibit C.          Section 2. Separation Agreement and General Release. Exhibit C to the Agreement ishereby deleted in its entirety and replaced with Exhibit A hereto.
 

 
          Section 3. Effect of Amendment. Upon effectiveness of this Amendment, each referencein the Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring tothe Agreement shall mean and be a reference to the Agreement, as amended by this Amendment. Exceptas specifically amended by this Amendment, the Agreement is and shall continue to be in full forceand effect and is in all respects ratified and confirmed. The execution, delivery andeffectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiverof any right, power or remedy of any party under the Agreement, as amended by this Amendment.Capitalized terms not otherwise defined herein have the meanings set forth in the Agreement.          Section 4. Incorporation by Reference. The provisions of Sections 7 (Interpretation,Governing Law and Exclusive Forum), 9 (Severability), 10 (Successors and Assigns), 11 (Notices), 13(Dispute Resolution), 14 (Representations), 15 (Amendments and Waivers), 16 (Golden ParachuteLimitation), 18 (Withholding Taxes) and 19 (Counterparts) of the Agreement shall be incorporatedinto this Amendment, *mutatis mutandis*, as if references to “this Agreement” in the Agreement werereferences to “this Amendment” in this Amendment.          Section 5. Entire Agreement. All oral or written agreements or representations,express or implied, with respect to the subject matter of the Agreement, as amended by thisAmendment, are set forth in the Agreement, as amended by this Amendment.[*remainder of page intentionally left blank; signatures appear on following page(s)*]
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          IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, thisAmendment on the date first above written.      **“Company”**