[*]=informationredacted pursuant to a confidential treatment request. Such omittedinformation has been filed separately with the Securities andExchange Commission.**Exhibit 10.62****AGREEMENT TO PROVIDE QSE AND MARKETING SERVICES**     This Agreement to Provide QSE and Marketing Services (“Agreement”) is effective as of August1, 2005 (“Effective Date”) between Commerce Energy, Inc. (“Customer” or “Commerce Energy”), aCalifornia corporation, and Tenaska Power Services Co. (“TPS”), a Nebraska corporation. Customerand TPS are also hereinafter referred to in this Agreement individually as “Party” and collectivelyas the “Parties”     This Agreement consists of and is governed by the Base Agreement and the General Terms andConditions attached hereto. The Parties are also Parties to the EEI Master Power Purchase and SaleAgreement of even date herewith (“Master Agreement”) and the Security Agreement also of even dateherewith (“Security Agreement”).     Customer and TPS desire to enter into this Agreement under which TPS will provide Customerwith Qualified Scheduling Entity (“QSE”) Services and Marketing Services. Accordingly, for and inconsideration, of the premises, together with other good and valuable consideration, the receiptand sufficiency of which are acknowledged by each Party, Customer and TPS agree as follows:**BASE AGREEMENT****DESIGNATION**     Customer authorizes TPS to act, and TPS agrees to act as Customer’s exclusive provider of QSEServices and Marketing Services for any Customer Facility or Customer Resource in the ERCOT Regionin accordance with the terms of this Agreement and the Governing Rules. Customer agrees that allthe Customer Facilities and Customer Resources served under the Load Serving Entity (“LSE”) name ofCommerce Energy, Inc. and under the LSE name of ACN Energy Inc. are included under this Agreement.Customer agrees that it shall add or cause to be added to this Agreement the Customer Facilitiesand Customer Resources served by any other LSE who is owned or controlled by Customer, or by anAffiliate of Customer, provided that Customer shall provide TPS with thirty (30) days prior noticeof such addition (“Permitted LSE”); and provided further, that TPS shall not be obligated to startservice to an additional Permitted LSE until the Commencement Date applicable to that PermittedLSE.**SERVICES****A. QSE SERVICES**     TPS will serve as the exclusive QSE for Customer and handle all communications with ERCOT forCustomer’s Transactions involving Customer during the term of this Agreement. TPS will usecommercially reasonable efforts to communicate to Customer any ERCOT directives affectingCustomer’s Transactions and will schedule Customer’s Products for Customer, in such quantitiesrequested by Customer. In the event Customer’s actual receipt or delivery of Products deviatesfrom quantities scheduled, TPS shall purchase or sell Products as required to keep Customer’sSchedules, or Standing Schedules balanced. TPS shall acquire for Customer such types andquantities of Ancillary Services required under the Governing Rules.
 

 
Where permitted under the Governing Rules, Customer may self arrange Ancillary Services.During the term of this Agreement, Customer shall not schedule Customer’s Transactions involvingCustomer directly with ERCOT or through any other Person except with TPS, as long as there is noForce Majeure event or Event of Default caused by TPS. Subject to the further provisions of thisAgreement, TPS will submit, or cause to be submitted, Balanced Schedules and Resource Plans onbehalf of Customer to ERCOT, provide for acquisition and disposition of the Products with ERCOT andthird parties, and provide settlement and billing administration for ERCOT statements.**B. MARKETING SERVICES**     During the term of this Agreement, TPS shall have the exclusive right to procure, sell, anddeliver Products for any Customer Facility with ERCOT or third parties, unless Customer purchasesEnergy or Ancillary Services bilaterally from another party (including TPS under the MasterAgreement), in which case Customer shall provide sufficient advance notice and information to allowTPS to schedule such quantities of Energy and/or Ancillary Services with the party designated byCustomer. Whenever Customer lacks sufficient Energy and/or Ancillary Services to meet its load andERCOT obligations, TPS shall procure and schedule the necessary Energy and/or Ancillary Services,including the option of utilizing Balancing Energy or Ancillary Services from ERCOT or thirdparties. Whenever scheduled Energy or Ancillary Services exceed Customer’s actual load and/orERCOT obligations, then TPS will use commercially reasonable efforts to resell such scheduled butunused Energy and/or Ancillary Services to ERCOT or to third parties, and Customer shall make TPSwhole for such Transactions including any applicable marketing fees.**TERM**     Unless this Agreement is terminated earlier pursuant to other provisions described herein,this Agreement shall be effective as of the Effective Date, and shall have a primary term of twelve(12) consecutive calendar months with the first (lst) day beginning on the Effective Date andending on the midnight that concludes the last calendar day of the twelfth (12th) month followingthe Effective Date. This Agreement shall automatically renew and extend for successive one (1)year terms unless terminated by either Party by giving a written notice to the other Party sixty(60) calendar days prior to the end of the primary term or any renewal term.**PAYMENT**A. QSE Fees. Customer shall pay TPS each month a QSE Service Fee calculated as follows.For all Monthly Volumes (including Energy and Ancillary Services) up to but not to exceed40,000 MWh, Customer shall pay the greater of five-thousand dollars ($5,000) or thirty-fivecents ($0.35) per MWh. For the portion of Monthly Volumes in excess of 40,000 MWh, Customershall pay twenty cents ($0.20) per MWh. For purposes of this Agreement, “Monthly Volumes”shall mean the greater of: (i) Customer’s volumes scheduled per interval for all intervals ina billing month, or (ii) the ERCOT settlement volumes attributable to all output orconsumption of Facilities and Customer Resources for a billing month.
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B. Pass-Through Costs/Reimbursements. Customer shall pay TPS (i) all costs TPS paysERCOT and third parties in procuring, scheduling, and delivering the obtained Products,including Balancing Energy and Ancillary Services and (ii) all applicable Pass-Through Costs.In the event Ancillary Services that are sold, scheduled, or procured on behalf of Customer(to ERCOT or third parties) are curtailed for any reason, including Force Majeure, Customershall reimburse TPS for any fees, costs, or charges assessed to TPS by ERCOT for acquiringreplacement Ancillary Services bilaterally from third parties. C. Balancing Energy. For Balancing Energy purchased or sold in any Settlement Interval,attributable to Customer Facilities or purchased for a Customer Resource, TPS shall net suchpurchases and sales of Balancing Energy over each calendar day. For any calendar day on whichCustomer is a net seller of Balancing Energy, TPS shall not charge a marketing, fee for suchnet sales of Balancing Energy. For any day on which Customer is a net purchaser of BalancingEnergy, TPS shall not charge a marketing fee for such net purchases of Balancing Energy,provided however, if Customer’s net purchases of Balancing Energy for any calendar day exceedten percent (10%) of Customer Facilities’ total load obligations for such calendar day,Customer shall pay TPS a Balancing Energy marketing fee equal to three and one-half percent(3.5%) of the total net purchase cost of Balancing Energy for that calendar day. D. LSE Set Up Fee. Customer shall pay TPS a Set Up Fee of three thousand five hundreddollars ($3,500) for each LSE served under this Agreement, within thirty (30) days of ERCOT’sacceptance of a QSE Acknowledgement form fully executed by the Parties adding each additionalLSE; provided, however, that the Set Up Fee shall be zero dollars ($0) for the first three (3)LSEs served under this Agreement. For avoidance of doubt, the Parties understand thatCustomer shall receive service for the Commerce Energy LSE, the ACN Energy, Inc., LSE and oneadditional Permitted LSE without incurring a Set Up Fee charge, and that any additional LSEshall only be a Permitted LSE. E. Ancillary Service Sales to ERCOT. In the event TPS sells Ancillary Services (excludingBalancing Energy) to ERCOT by submitting bids to sell such Ancillary Services to ERCOT, fromsources other than a Customer Resource, and/or capacity or contract controlled by Customer,Customer shall pay TPS an ERCOT Ancillary Service marketing fee of fifteen percent (15%) ofthe revenue TPS receives from ERCOT for such sales. F. Resource Marketing Fees, Customer agrees to provide no less than sixty (60) days’ advancenotice to TPS of its desire for TPS’s QSE to submit Ancillary Service bids (includingBalancing Energy bids) to ERCOT on behalf of or sourced from Customer Resources and/orcapacity or contract(s) controlled by Customer. Prior to submitting such Ancillary Servicebids (including Balancing Energy bids) to ERCOT on Customer’s behalf, sourced from thereferenced sources, the Parties agree to negotiate in good faith appropriate ResourceMarketing Fees for such services and amend this Agreement accordingly.
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     **WITNESS**that the Parties have executed this Agreement effective as of the Effective Date.         **COMMERCE ENERGY, INC.**           By: /s/ Nick Cioll    Name: