Exhibit 10.57**SEPARATION AGREEMENT AND GENERAL RELEASE**     This Separation Agreement and General Release (this “Agreement”) is hereby entered into by andbetween Erik A. Lopez, Sr., an individual (the “Executive”), and Commerce Energy Group, Inc., aDelaware corporation, on behalf of itself and all of its subsidiaries (collectively, the“Company”).**Recitals**     A. The Executive has been employed by the Company pursuant to an Employment Agreement by andbetween the Company and the Executive effective as of March 26, 2007, as amended by Amendment No.1 dated as of October 5, 2007 (the “Employment Agreement”), serving as Senior Vice President andGeneral Counsel of the Company;     B. On September 4, 2007, the Executive voluntarily tendered his resignation as Senior VicePresident and General Counsel of the Company; and     C. The Executive’s employment with the Company and any of its parents, direct or indirectsubsidiaries, affiliates, divisions or related entities (collectively referred to herein as the“Company and its Related Entities”) will be ended on the terms and conditions set forth in thisAgreement.**Agreement**     In consideration of the mutual promises contained herein and for other good and valuableconsideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agreeas follows:          1. Effective Date. This Agreement shall be effective on October 5, 2007 (the“Effective Date”).          2. End of Employment. The Executive confirms that he voluntarily tendered hisresignation as Senior Vice President and General Counsel of the Company on September 4, 2007, andthe Executive hereby resigns from each and every other position he held with the Company and itsRelated Entities, including as an employee, officer and/or director of each of its RelatedEntities, effective on October 5, 2007, and the Executive’s employment with the Company and itsRelated Entities has ended or will end, effective as of 5:00 p.m. PDT, on October 5, 2007 (the“Termination Date”).          3. Continuation of Benefits After the Termination Date. Except as expressly providedin this Agreement or in the plan documents governing the Company’s employee benefit plans, afterthe Termination Date, the Executive will no longer be eligible for, receive, accrue, or participatein any other benefits or benefit plans provided by the Company and its Related Entities, including,without limitation, medical, dental and life insurance benefits, and the Company’s 401(k)retirement plan; provided, however, that nothing in this Agreement shall waive the Executive’sright to any vested amounts in the Company’s 401(k) retirement plan, which amounts shall be handledas provided in the plan.
 

 
          4. COBRA Benefits. The Executive shall have the right to continue coverage under theCompany’s group medical, dental and vision plans at his own expense in accordance with theprovisions of COBRA.          5. Normal Salary Through Termination Date. Within one business day after theTermination Date, the Company shall pay the Executive the prorated portion of his salary earnedthrough the Termination Date, and for all accrued, unused vacation days.          6. Severance Payments. In return for the Executive’s promises in this Agreement, theCompany will provide Executive with a severance payment in the total gross amount of $200,000.00(“Severance Payment”), less required withholdings and authorized deductions, and will acceleratethe vesting of a portion of the Executive’s restrictive stock pursuant to Section 8 of thisAgreement. The foregoing cash amount shall be paid in a lump sum by direct deposit upon the laterto occur of (a) the Termination Date, or (b) the next business day after the Company has receivedboth a signed original of this Agreement from Executive and a copy of a written communication fromthe Executive to the Occupational Safety and Health Administration (“OSHA”) (i) informing OSHA thathe has settled all disputes with the Company and that he believes the settlement is a fairresolution of the matters raised in his administrative complaint, (ii) enclosing a copy of thisAgreement, and (iii) withdrawing the Executive’s complaint filed with OSHA and designated as CaseNo. 9-3290-07-065 (the “Administrative Complaint”) and requesting OSHA to promptly approve thesettlement and dismiss the Administrative Complaint. In addition, the Executive shall be entitledto keep as his own the following Company provided equipment: the laptop computer used by theExecutive during his employment by the Company, which is currently in possession of the Company,and one BlackBerry device, which is currently in possession of the Executive. The Executive shallbe solely responsible for all service fees required to utilize such equipment following theTermination Date. The receipt of the equipment by the Executive shall also be subject toapplicable state and federal withholding taxes.          7. Cancellation of Stock Options. The Executive acknowledges that he has been grantedoptions to purchase 45,000 shares of the common stock of the Company (“Common Stock”) with theexercise price per share being the Fair Market Value (as defined in Commerce Energy Group, Inc.2006 Stock Incentive Plan) of the Common Stock on the Grant Date (as defined in the Executive’sEmployment Agreement)(the “Options”), none of which have yet vested. The parties hereto agree thatthe Options or other rights to purchase securities of Commerce shall be cancelled as of theTermination Date.          8. Acceleration of Vesting of Portion of Restricted Stock. The Executive acknowledgesthat he has been granted restricted stock representing 60,000 shares of Common Stock (the“Restricted Shares”), none of which have yet vested pursuant to a restricted share award agreementdated March 27, 2007 (the “Restricted Share Agreement”). The Executive hereby agrees that 10,000of the 60,000 Restricted Shares shall be cancelled and forfeited as of the Termination Date.Effective as of the Termination Date, the Restricted Share Agreement is hereby amended as follows:“Number of Shares Subject to Award” in Section 1 shall read “50,000” and “Vesting” in Section 1shall read “50,000 shares shall vest on January 2, 2008.” All other terms of the Restricted ShareAgreement shall remain in full force and effect. As further consideration for the Company’spromises in this Agreement, specifically including this
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Section 8, the Executive shall use all reasonable efforts to obtain, and shall cooperate withthe Company in obtaining, dismissal of the Administrative Complaint by OSHA on or before January 2,2008.          9. Acknowledgement of Total Compensation and Indebtedness. The Executive acknowledgesand agrees that the cash payments under Sections 5 and 6, the receipt of the equipment underSection 5 and the accelerated vesting of Restricted Shares under Section 8 of this Agreementextinguish any and all obligations for monies, or other compensation or benefits that the Executiveclaims or could claim to have earned or claims or could claim is owed to him as a result of hisemployment by the Company and its Related Entities through the Termination Date, under theEmployment Agreement or otherwise.          10. Tax Consequences. The Executive acknowledges that (a) the Company has not madeany representations to him about, and that he has not relied upon any statement in this Agreementwith respect to, any individual tax consequences that may arise by virtue of any payment providedunder this Agreement, including, but not limited to, the applicability of Section 409A of theInternal Revenue Code, and (b) he has or will consult with his own tax advisors as to any such taxconsequences.          11. Status of Related Agreements and Future Employment.               (a) *Agreements Between the Executive and the Company*. The Executive and the Companyagree that, in addition to this Agreement, (i) the Employment Agreement, (ii) the IndemnificationAgreement dated as of March 26, 2007 (the “Commerce Indemnification Agreement”), (iii) theRestricted Share Agreement, and (iv) the Stock Option Award Agreement dated March 27, 2007 (the“Stock Option Agreement”), are the only other executed agreements between the Company and theExecutive.               (b) *Termination of Employment Agreement*. The parties hereto agree that the EmploymentAgreement shall be terminated as of the Termination Date. Notwithstanding the termination of theEmployment Agreement, the Executive acknowledges that the duties and obligations set forth inSection 6 of the Employment Agreement extend beyond the Termination Date. In the event that anyprovision of this Agreement conflicts with Section 6 of the Employment Agreement, the terms andprovisions of the section(s) providing the greatest protection to the Company and its RelatedEntities shall control.               (c) *Indemnification Agreement and Indemnification*. Notwithstanding the termination ofthe Employment Agreement or any provision of this Agreement, the Executive and the Companyacknowledge and agree that the Commerce Indemnification Agreement shall remain in full force andeffect in accordance with its terms.               (d) *Termination of Stock Option Agreement*. The parties hereto agree that the StockOption Agreement shall be terminated as of the Termination Date.               (e) *Amendment of Restricted Share Agreement*. The parties hereto agree that theRestricted Share Agreement shall be amended as set forth in Section 8 above effective upon theTermination Date.
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          12. Releases               (a) Release by the Executive. Except as otherwise expressly provided in thisAgreement, the Executive, for himself and his heirs, executors, administrators, assigns,affiliates, successors and agents (collectively, the “Executive’s Affiliates”) hereby fully andwithout limitation releases and forever discharges the Company and its Related Entities and each oftheir respective agents, representatives, shareholders, owners, officers, directors, employees,consultants, attorneys, auditors, accountants, investigators, affiliates, successors and assigns(collectively, the “Company Releasees”), both individually and collectively, from any and allwaivable rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs,expenses and compensation, of whatever nature whatsoever, known or unknown, fixed or contingent,which the Executive or any of the Executive’s Affiliates has or may have or may claim to haveagainst the Company Releasees by reason of any matter, cause, or thing whatsoever, from thebeginning of time to the Effective Date (“ Executive Claims”), including, without limiting thegenerality of the foregoing, any Executive Claims arising out of, based upon, or relating to therecruitment, hiring, employment, relocation, remuneration, investigation, or termination of theExecutive by any of the Company Releasees, the Executive’s tenure as an employee and/or an officerof any of the Company Releasees, any agreement or compensation arrangement between the Executiveand any of the Company Releasees (including, without limitation, the Employment Agreement), or anyact or occurrence in connection with any actual, existing, proposed, prospective or claimedownership interest of any nature of the Executive or the Executive’s Affiliates in equity capitalor rights in equity capital or other securities of any of the Company Releasees, to the maximumextent permitted by law. The Executive specifically and expressly releases any Executive Claimsarising out of or based on: the Corporate and Criminal Fraud Act of 2002; the California FairEmployment and Housing Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; theAmericans With Disabilities Act; the National Labor Relations Act, as amended; the Equal Pay Act;ERISA; any provision of the California Labor Code; the California common law on fraud,misrepresentation, negligence, defamation, infliction of emotional distress or other tort, breachof contract or covenant, violation of public policy or wrongful termination; state or federal wageand hour laws; or any other state or federal law, rule or regulation dealing with the employmentrelationship or operating a publicly held business. Nothing contained in this Section 12(a) or anyother provision of this Agreement shall (a) release or waive any right that Executive has toindemnification and/or reimbursement of expenses by the Company with respect to which Executive maybe eligible as provided in Section 11(c), above, (b) release or waive any right that the Executivehas under the Restricted Share Agreement as amended by Section 8 of this Agreement, or (c) prohibitthe Executive from participating in the investigations of any non-waivable charge or complaint withany state or federal agency that does not include a request for monetary relief on behalf of theExecutive.               (b) Releases by the Company. The Company and its Related Entities hereby fully andwithout limitation release and forever discharge the Executive and his heirs, assigns, agents andattorneys (collectively, the “Executive Releasees”), individually and collectively, from any andall rights, claims, demands, liabilities, actions, causes of action, damages, losses, costs,expenses and compensation, of whatever nature, known or unknown, fixed or contingent, which theCompany and its Related Entities has or may have or may claim to have against the ExecutiveReleasees by reason of any matter, cause or thing whatsoever from
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the first date the Executive was an employee, officer or director of the Company and itsRelated Entities to the Effective Date (“Company Claims”). Notwithstanding the foregoing, nothingcontained in this Section 12(b) or any other provision of this Agreement shall constitute a releaseor waiver of (a) any right or claim that the Company may have pursuant to Section 6 of theEmployment Agreement, or (b) any right or claim that the Company may have against the Executive byreason of any actions which would violate any law or governmental regulation and the release ofwhich would constitute a breach of fiduciary duty by the Company’s board of directors or officers.As of the date of execution of this Agreement, the Company is not aware of any claim that would beexcluded from this release under subsection (b) in the preceding sentence.          13. Waiver of Civil Code Section 1542.               (a) The Executive and the Company and its Related Entities understand and agree that theirreleases provided herein extend to all Executive Claims and Company Claims released above whetherknown or unknown, suspected or unsuspected. The Executive and the Company and its Related Entitiesexpressly waive and relinquish any and all rights he/it may have under California Civil CodeSection 1542, which provides as follows:“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOESNOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OFEXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”               (b) The Executive expressly waives and releases any rights and benefits which he has or mayhave under any similar law or rule of any other jurisdiction. It is the intention of each partythrough this Agreement to fully, finally and forever settle and release the Executive Claims andthe Company Claims as set forth above. In furtherance of such intention, the release herein givenshall be and remain in effect as a full and complete release of such matters notwithstanding thediscovery of any additional Executive Claims, Company Claims or facts relating thereto.               (c) To the extent that Section 1542 may be deemed to apply to the Company’s release set forthin Section 12(b), the Company on behalf of itself and its Related Entities, expressly waives andrelinquishes any and all rights it or they may have under such Section, and any rights and benefitswhich it or they may have under any similar law or rule of any other jurisdiction.          14. Confidentiality of Agreement. After the execution of this Agreement by theExecutive, neither the Executive, his attorney, nor any person acting by, through, under or inconcert with them, shall disclose any of the terms of or amount paid under this Agreement (otherthan to state that the Company has filed this Agreement and/or agreements related thereto as publicdocuments) or the negotiation thereof to any individual or entity; provided, however, that theforegoing shall not prevent such disclosures by the Executive to his attorney, tax advisors,prospective landlords (for the purpose of demonstrating ability to pay rent) and/or immediate
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family members, as may be required by law or by OSHA. The non-disclosure obligations in thisSection shall not apply to the Company and its Related Entities. The Executive understands andacknowledges that the Company must make disclosures relating to this Agreement in its filings withthe U.S. Securities and Exchange Commission.          15. Dismissal of the Administrative Complaint; No Other Filings. The Executive herebyrepresents that he has withdrawn and requested dismissal of the Administrative Complaint. Inreturn for the Company’s promises in this Agreement, the Executive agrees to take such furtheractions as may be necessary to cause the Administrative Complaint to be dismissed with prejudice.The Executive represents that, except for the Administrative Complaint, he has not filed anylawsuits or waivable claims, charges or complaints against the Company Releasees with any local,state or federal agency or court from the beginning of time to the date of execution of thisAgreement; that he will not do so at any time hereafter based upon events prior to the date ofexecution of this Agreement; that he will not induce, encourage, solicit or assist any other personor entity to file or pursue any proceeding of any kind against the Company Releasees or voluntarilyappear or invite a subpoena to testify in any such legal proceeding; and that, if any such agencyor court ever assumes jurisdiction over any such lawsuit, claim, charge or complaint and/orpurports to bring any legal proceeding, in whole or in part, on behalf of the Executive based uponevents occurring prior to the execution of this Agreement, the Executive will request such agencyor court to withdraw from and/or to dismiss the lawsuit, claim, charge or complaint with prejudice.It shall not be a breach of this Section 15 for Executive to testify truthfully in any judicial oradministrative proceeding.          16. Confidential and Proprietary Information. The Executive acknowledges that certaininformation, observations and data obtained by him during the course of or related to hisemployment with the Company and its Related Entities (including, without limitation, informationconcerning the legal strategies of the Company and its Related Entities, projection programs,business plans, business matrix programs (*i.e.*, measurement of business), strategic financialprojections, certain financial information, shareholder information, product design information,marketing plans or proposals, personnel information, customer lists and other customer information)are the sole property of the Company and its Related Entities and constitute ConfidentialInformation as defined in Section 6 of the Employment Agreement. The Executive represents andwarrants that he has returned or destroyed all files, customer lists, financial information andother property of the Company and its Related Entities that were in the Executive’s possession orcontrol without retaining copies thereof, except for work product created by or under the directionof the Executive during his employment with the Company and which is maintained in his personal“precedent files” (the “Company-related Precedent File Material”). The Company-related PrecedentFile Material shall be returned to the Company by the Executive, or made available for retrievalfrom him by the Company, within ten (10) business days after the Effective Date of this Agreement.The Executive further represents and warrants that, except for the Company-related Precedent Filematerial, he does not have in his possession or control any files, customer lists, financialinformation or other property of the Company and its Related Entities. In addition to his promisesin Section 6 of the Employment Agreement, the Executive agrees that he will not disclose to anyperson or use any such information, observations or data without the written consent of the ChiefExecutive Officer or Board of Directors of the Company. If the Executive is served with adeposition subpoena or other legal process calling for the disclosure of such information, or if heis contacted by any
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third person requesting such information, he will notify the Company’s Chief Executive Officeras soon as is reasonably practicable after receiving notice and will cooperate with the Company andits Related Entities in minimizing the disclosure thereof.          17. Remedies. The Executive acknowledges that any unfair competition or misuse oftrade secret or Confidential Information belonging to the Company and its Related Entities, or anyviolation of Section 6 of the Employment Agreement, and any violation of Sections 14 and 16 of thisAgreement, will result in irreparable harm to the Company and its Related Entities, and therefore,the Company and its Related Entities shall, in addition to any other remedies, be entitled toimmediate injunctive relief. To the extent there is any conflict between Section 6 of theEmployment Agreement and this Section 17, the provision providing the greatest protection to theCompany and its Related Entities shall control. In addition, in the event of a breach of anyprovision of this Agreement by the Executive, including Sections 14 and 16, the Executive shallforfeit, and the Company and its Related Entities shall, without excluding other remedies availableto them, be entitled to an award in the amount of the Severance Payment made by the Company to theExecutive.          18. Cooperation Clause.               (a) To facilitate the orderly conduct of the Company and its Related Entities’ businesses, fora period of twelve (12) months after the Termination Date, the Executive agrees to cooperate, at nocharge, with the Company and its Related Entities’ reasonable requests for information orassistance related to the time of his employment.               (b) For a period of twelve (12) months after the Termination Date, the Executive agrees tocooperate, at no charge, with the Company’s and its Related Entities’ and its or their counsel’sreasonable requests for information or assistance related to (i) any investigations (includinginternal investigations) and audits of the Company and its Related Entities’ management’s currentand past conduct and business and accounting practices and (ii) the Company and its RelatedEntities’ defense of, or other participation in, any administrative, judicial, or other proceedingarising from any charge, complaint or other action which has been or may be filed relating to theperiod during which the Executive was engaged in employment with the Company and its RelatedEntities. Except as required by law or authorized in advance by the Board of Directors of theCompany, the Executive will not communicate, directly or indirectly, with any third party,including any person or representative of any group of people or entity who is suing or hasindicated that a legal action against the Company and its Related Entities or any of theirdirectors or officers is being contemplated, concerning the management or governance of the Companyand its Related Entities, the operations of the Company and its Related Entities, the legalpositions taken by the Company and its Related Entities, or the financial status of the Company andits Related Entities. If asked about any such individuals or matters, the Executive shall say: “Ihave no comment,” and shall direct the inquirer to the Company. The Executive acknowledges thatany violation of this Section 18 will result in irreparable harm to the Company and its RelatedEntities and will give rise to an immediate action by the Company and its Related Entities forinjunctive relief.          19. No Future Employment. The Executive understands that his employment with theCompany and its Related Entities will irrevocably end as of the Termination Date and
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will not be resumed at any time in the future. The Executive agrees that he will not applyfor, seek or accept employment by the Company and its Related Entities at any time, unless invitedto do so by the Company and its Related Entities.          20. Non-disparagement. The Company will not authorize or condone derogatorystatements about the Executive to any third party, and will instruct senior management of theCompany that no such statements may be made. The Executive agrees not to disparage or otherwisepublish or communicate derogatory statements about the Company and its Related Entities and anydirector, officer or manager and/or the products and services of these entities to any third party.It shall not be a breach of this Section 20 for the Executive to testify truthfully in anyjudicial or administrative proceeding, or to make factually accurate statements in legal or publicfilings.          21. Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the State of California, without giving effect to principles of conflict of laws.          22. Arbitration. The parties hereto agree that any future dispute of any naturewhatsoever between them, including, but not limited to, any claims of statutory violations,contract or tort claims, or claims regarding any aspect of this Agreement, its formation, validity,interpretation, effect, performance or breach, or any act which allegedly has or would violate anyprovision of this Agreement (“Arbitrable Dispute”) will be submitted to arbitration in OrangeCounty, California, unless the parties agree to another location, before an experienced employmentarbitrator licensed to practice law in California and selected in accordance with the rules ofJudicial Arbitration and Mediation Services, Inc. (“JAMS”), unless the parties agree to a differentarbitrator, as the exclusive remedy for any such Arbitrable Dispute. Should any party to thisAgreement hereafter institute any legal action or administrative proceeding against the other withrespect to any claim waived by this Agreement or pursue any Arbitrable Dispute by any method otherthan said arbitration, the responding party shall be entitled to recover from the initiating partyall damages, costs, expenses and attorneys’ fees incurred as a result of such action. ThisSection 22 shall not restrict actions for equitable relief by the Company for violation ofSections 14, 16, 18 and 20 of this Agreement.          23. Attorneys’ Fees. Except as otherwise provided herein, in any arbitration or otherproceeding between the parties arising out of or in relation to this Agreement, including anypurported breach of this Agreement, the prevailing party shall be entitled to an award of its costsand expenses, including reasonable attorneys’ fees.          24. Non-Admission of Liability. The parties understand and agree that neither thepayment of any sum of money nor the execution of this Agreement by the parties will constitute orbe construed as an admission of any wrongdoing or liability whatsoever by any party.          25. Severability. If any one or more of the provisions contained herein (or partsthereof), or the application thereof in any circumstances, is held invalid, illegal orunenforceable in any respect for any reason, the validity and enforceability of any such provisionin every other respect and of the remaining provisions hereof will not be in any way impaired or
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affected, it being intended that all of the rights and privileges shall be enforceable to thefullest extent permitted by law.          26. Entire Agreement. This Agreement, together with the attachments hereto,represents the sole and entire agreement among the parties and, except as expressly stated herein,supersedes all prior agreements, negotiations and discussions among the parties with respect to thesubject matters contained herein.          27. Waiver. No waiver by any party hereto at any time of any breach of, or compliancewith, any condition or provision of this Agreement to be performed by any other party hereto may bedeemed a waiver of similar or dissimilar provisions or conditions at the same time or at any prioror subsequent time.          28. Amendment. This Agreement may be modified or amended only if such modification oramendment is agreed to in writing and signed by duly authorized representatives of the partieshereto, which writing expressly states the intent of the parties to modify this Agreement.          29. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich will be deemed to be an original as against any party that has signed it, but all of whichtogether will constitute one and the same instrument.          30. Assignment. This Agreement inures to the benefit of and is binding upon theCompany and its successors and assigns, but the Executive’s rights under this Agreement are notassignable, except to his estate.          31. Notice. All notices, requests, demands, claims and other communications hereundershall be in writing and shall be deemed to have been duly given (a) if personally delivered; (b) ifsent by telecopy or facsimile (except for legal process); or (c) if mailed by overnight or by firstclass, certified or registered mail, postage prepaid, return receipt requested, and properlyaddressed as follows:       If to the Executive: Erik A. Lopez, Sr.    54 Livingston Place    Ladera Ranch, California 92694    Fax: (949) 340-7211 (call first)       If to the Company: Commerce Energy Group, Inc    600 Anton Boulevard, Suite 2000    Costa Mesa, California 92626    Attn: Chief Executive Officer    Fax: (714) 481-6567Such addresses may be changed, from time to time, by means of a notice given in the manner providedabove. Notice will conclusively be deemed to have been given when personally delivered (including,but not limited to, by messenger or courier); or if given by mail, on the third day after beingsent by first class, certified or registered mail; or if given by Federal
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Express or other similar overnight service, on the date of delivery; or if given by telecopy orfacsimile machine during normal business hours on a business day, when confirmation of transmissionis indicated by the sender’s machine; or if given by telecopy or facsimile machine at any timeother than during normal business hours on a business day, the first business day following whenconfirmation of transmission is indicated by the sender’s machine. Notices, requests, demands andother communications delivered to legal counsel of any party hereto, whether or not such counselshall consist of in-house or outside counsel, shall not constitute duly given notice to any partyhereto.          32. Miscellaneous Provisions.               (a) The parties represent that they have read this Agreement and fully understand all of itsterms; that they have conferred with their attorneys, or have knowingly and voluntarily chosen notto confer with their attorneys about this Agreement; that they have executed this Agreement withoutcoercion or duress of any kind; and that they understand any rights that they have or may have andsign this Agreement with full knowledge of any such rights.               (b) Both parties have participated in the drafting of this Agreement with the assistance ofcounsel to the extent they desired. The language in all parts of this Agreement must be in allcases construed simply according to its fair meaning and not strictly for or against any party.Whenever the context requires, all words used in the singular must be construed to have been usedin the plural, and vice versa, and each gender must include any other gender. The captions of theSections of this Agreement are for convenience only and must not affect the construction orinterpretation of any of the provision herein.               (c) Each provision of this Agreement to be performed by a party hereto is both a covenant andcondition, and is a material consideration for the other party’s performance hereunder, and anybreach thereof by the party will be a material default hereunder. All rights, remedies,undertakings, obligations, options, covenants, conditions and agreements contained in thisAgreement are cumulative and no one of them is exclusive of any other. Time is of the essence inthe performance of this Agreement.               (d) Each party acknowledges that no representation, statement or promise made by any otherparty, or by the agent or attorney of any other party, except for those in this Agreement, has beenrelied on by him or it in entering into this Agreement.               (e) Each party understands that the facts with respect to which this Agreement is entered intomay be materially different from those the parties now believe to be true. Except in the casewhere the existence of any additional or different facts constitutes the breach of a representationor warranty, each party accepts and assumes this risk and agrees that this Agreement and thereleases in it shall remain in full force and effect, and legally binding, notwithstanding thediscovery or existence of any additional or different facts, or of any claims with respect to thosefacts.               (f) Unless expressly set forth otherwise, all references herein to a “day” are deemed to be areference to a calendar day. All references to “business day” mean any
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day of the year other than a Saturday, Sunday or a public or bank holiday in Orange County,California. Unless expressly stated otherwise, cross-references herein refer to provisions withinthis Agreement and are not references to the overall transaction or to any other document.               (g) Each party to this Agreement will cooperate fully in the execution of any and all otherdocuments and in the completion of any additional actions that may be necessary or appropriate togive full force and effect to the terms and intent of this Agreement.     **EACH OF THE PARTIES ACKNOWLEDGES THAT HE/IT HAS READ THIS AGREEMENT, UNDERSTANDS IT AND ISVOLUNTARILY ENTERING INTO IT, AND THAT IT INCLUDES A WAIVER OF THE RIGHT TO A TRIAL BY JURY, AND,WITH RESPECT TO THE EXECUTIVE, HE UNDERSTANDS THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWNAND UNKNOWN CLAIMS.**     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates indicatedbelow.     **“Executive”** /s/ Erik A. Lopez         ERIK A. LOPEZ, SR.         Dated: October         5           , 2007       **“Company”** COMMERCE ENERGY GROUP, INC.,a Delaware corporation         By:  /s/ Steven S. Boss              Printed Name:   Steven S. Boss              Title:  Chief Executive Officer              Dated: October         5            , 2007  
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