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                                                                   EXHIBIT 10.22

CONFIDENTIAL & PROPRIETARY                               [DTE ENERGY LETTERHEAD]

                                                        DTE Energy Trading, Inc.
                                                          414 S. Main, Suite 200
                                                             Ann Arbor, MI 48104
                                             Tel: 734.887.2000 Fax: 734.887.2104

Date:   March 24, 2003

To:     Commonwealth Energy Corp.
        15901 Red Hill Ave., Suite 100
        Tustin, CA 92780
        Attn: Dick Paulsen
        Phone: 714.259.2523
        Fax: 714.259.2563

RE:   CONFIRMATION OF TRANSACTION WITH COMMONWEALTH ENERGY FOR WHOLESALE
      ELECTRICITY TO SUPPLY COMMONWEALTH ENERGY'S RETAIL CUSTOMER LOAD IN
      DETROIT EDISON'S SERVICE TERRITORY

This Confirmation memorializes the oral Transaction agreement between Steve
Sheppard of DTE Energy Trading, Inc. ("DTEET") and Dick Paulsen of Commonwealth
Energy ("CE") dated March 24, 2003 regarding the Transaction set forth below.

AGREED TO ECONOMIC TERMS

BUYER:               CE

SELLER:              DTEET

PRODUCT:             Full requirements service product ("FRSP") (as
                     defined below) for CE's retail customers in Detroit
                     Edison's service territory (the "CE Customers"):

                     Energy delivery is measured and billed at the CE Customer
                     meter(s). Energy is to be used only to serve CE Customer
                     load under Detroit Edison's Electric Choice Program.

                     FRSP means firm Energy as measured and delivered to the CE
                     Customer retail meters which shall include load following
                     Energy, load forecasting and scheduling services,
                     applicable Detroit Edison/International Transmission
                     Company ("ITC") and Midwest Independent System Operator
                     ("MISO") transmission and ancillary services charges,
                     including imbalance charges.
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CONFIDENTIAL & PROPRIETARY                               [DTE ENERGY LETTERHEAD]

DELIVERY PERIOD:     As defined in Sections 2.2 and 2.3 of the Operating
                     Agreement between Seller and Buyer, effective July 24, 2002
                     ("Operating Agreement") and with respect to this
                     Transaction:

                     [Confidential Treatment Requested]

WHOLESALE CONTRACT   As defined in Sections 2.2, 2.3, and 3.1 of the
QUANTITY:            Operating Agreement and with respect to this
                     Transaction:

                     [Confidential Treatment Requested]

TRANSMISSION &       Seller will function as CE's Marketer in accordance
SCHEDULING           with the Marketer Agreement for Electric Choice
REQUIREMENTS:        Program between The Detroit Edison Company and
                     Seller.  Seller will schedule point-to-point or
                     network integrated transmission service and schedule
                     ancillary services up to the CE Customer meter(s).

CONTRACT PRICE:      As defined in Sections 2.2 and 3.2 of the Operating
                     Agreement and with respect to this Transaction:

                     [Confidential Treatment Requested]

DELIVERY POINT:      CE Customer meter(s)

PRODUCT FIRMNESS:    Physical, Firm Energy with Liquidated Damages

SCHEDULING           Seller will schedule and deliver Energy according to
REQUIREMENTS:        the Wholesale Contract Quantity.  Further, Seller
                     will develop its own day-ahead forecast for energy
                     scheduling.

SPECIAL CONDITIONS:  Buyer will function as the AES/Retailer in accordance with
                     the AES/Retailer Agreement for Electric Choice Program
                     between The Detroit Edison Company and Buyer.

                     Buyer will select Optional Retail Access Backup Service
                     when enrolling CE Customers in Detroit Edison's Electric
                     Choice Program.

                     If in any hour of any day during the Delivery Period, the
                     actual CE Customer demand exceeds [Confidential Treatment
                     Requested], Buyer will compensate Seller for the excess MW
                     of demand as specified below:

                     [Confidential Treatment Requested]

                     Buyer is responsible for all expenses, including taxes,
                     after the



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CONFIDENTIAL & PROPRIETARY                               [DTE ENERGY LETTERHEAD]

                     Delivery Point. Seller is responsible for all expenses,
                     including taxes, before the Delivery Point.

REGULATORY OR RULE   If any of the following occurrences have material
CHANGES:             adverse economic consequences to Seller or Buyer,
                     then the parties agree to use their best efforts to
                     negotiate in good faith to restore the original economic
                     value of this Transaction: 1) a change in existing rules,
                     regulations, procedures or protocols of the entity
                     governing the transmission of Energy, capacity, scheduling
                     or ancillary services, or 2) a change in the obligations of
                     load serving entities in the ITC (or its successor entity)
                     control area.

SECURITY FOR CE'S    In connection with Energy provided by DTEET under
PERFORMANCE:         this Transaction, CE will grant DTEET a security
                     interest in, and lien on (and right of setoff against), and
                     assignment of, all account receivables relating to the sale
                     of Energy by CE to certain CE Customers (the "Secured Party
                     Accounts Receivable") pursuant to that certain Security
                     Agreement dated July 24, 2002, which is hereby incorporated
                     by reference ("the Security Agreement").

                     Further, this Transaction Letter is subject to satisfaction
                     of the following condition precedent on or before April 11,
                     2003:

                     -     DTEET's receipt of security [Confidential Treatment
                           Requested] irrevocable letter of credit or cash) from
                           Buyer.

SPECIAL PAYMENT      CE will pay DTEET for the Energy pursuant to the
TERMS:               terms of that certain Escrow Agreement dated July
                     24, 2002, which is incorporated by reference (the
                     "Escrow Agreement").

CE'S REPRESENTATION  CE represents and warrants that there are no
AND WARRANTIES:      encumbrances limiting or interfering with DTEET's
                     rights in the Secured Party Accounts Receivable;

                     CE represents and warrants that it will undertake no action
                     to negate or diminish DTEET's interest in the Secured Party
                     Accounts Receivable and will cooperate fully with DTEET to
                     protect DTEET's interest arising
                     under this Transaction;

                     CE represents and warrants that it has irrevocably
                     instructed each CE Customer receiving the Energy and all
                     other persons or entities paying CE for the Energy, and
                     shall so instruct all future CE Customers receiving the
                     Energy and all other persons or entities at any time paying
                     CE for the Energy, to make payment to the Lockbox (as
                     defined in the Escrow Agreement), and that it



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CONFIDENTIAL & PROPRIETARY                               [DTE ENERGY LETTERHEAD]


                     will use all commercially reasonable efforts to cause all
                     such persons or entities to agree to make payments to the
                     Lockbox; provided, however, that CE may, subject to the
                     terms and conditions of the Escrow Agreement, Security
                     Agreement, and EEI Master Power Purchase and Sale
                     Agreement, instruct each CE Customer receiving the Energy
                     and all other persons or entities paying CE for the Energy
                     to make payment to a different account upon the termination
                     of this Transaction or the Escrow Agreement); and

                     CE represents and warrants that it will promptly notify
                     DTEET if it is aware that any person or entity instructed
                     to make payment to the Lockbox has refused or failed to
                     make any such payment to the Lockbox, and will as promptly
                     as possible deposit such payments received by CE into the
                     Lockbox.

                     CE represents and warrants that it will only use the
                     Product purchased hereunder to serve its retail customer
                     load under the Detroit Edison Electric Choice Program, and
                     that it will not be resold in the wholesale market.

This Transaction Letter shall be governed by the terms and conditions set forth
herein and the EEI Master Power Purchase and Sale Agreement between DTEET and
Buyer, effective May 11, 2001 (the "Master Agreement") which is incorporated by
reference and made a part hereof. In the event of a conflict between this
Transaction Letter and the terms and conditions of the Master Agreement,
including, but not limited to, the product definitions in Schedule P of the
Master Agreement, this Transaction Letter shall govern.

Please execute this Transaction Letter by signing below and returning a copy to
Joseph Gallagher, Risk Monitor, by facsimile at 734.887.2056.

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CONFIDENTIAL & PROPRIETARY                               [DTE ENERGY LETTERHEAD]

If this Transaction Letter is not executed and returned within two (2) Business
Days, it shall be deemed correct as sent. Questions should be referred to Joseph
Gallagher, of DTEET, at 734.887.2004.

Sincerely,

DTE Energy Trading, Inc.


Approved:


/S/ RANDALL D. BALHORN
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Randall D. Balhorn, President


April 10, 2003
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Date



ACCEPTED AND AGREED:

Commonwealth Energy Corporation


/S/ DICK PAULSEN
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Dick Paulsen, COO
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Printed Name and Title


April 9, 2003
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Date

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