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Exhibit 10.6

[COMMONWEALTH ENERGY CORPORATION LETTERHEAD]

December 7, 2001

Mrs. Linda Guckert
6564 Etiwanda Avenue
Rancho Cucamonga, California 91739

Dear Linda,

Commonwealth Energy Corporation (Commonwealth) is pleased to offer you the
position of Chief Information Officer (CIO) of its Utilihost subsidiary,
reporting to the Chief Operating Officer. In this capacity, you will also be a
Vice President of Commonwealth.

In your capacity as CIO of Utilihost, you will be responsible for the direction
and management of the current Billing, DASR, MDMA, Metering and Revenue Cycle
Departments, and developing these departments into a fully integrated unit
through systems analysis, programming and computer and auxiliary operations.
The mission of Utilihost will be to offer our clients a complete back room
operation capable of meeting their energy service needs. Commonwealth reserves
the right to change your position, duties and work location from time to time
to meet its business needs.

Your compensation will be $150,000.00 per year, payable in biweekly
installments. Your compensation will be paid net of all required withholding
taxes, social security, and other statutory deductions, as well as employee
premiums and contributions for benefits and group insurance coverage you may
select.

In the event that another company acquires 50% or more of the stock of
Commonwealth Energy Corporation, control of the Company is taken over by a
group of shareholders when no significant change of ownership has taken place,
and your employment is terminated within a period of six month of the date of
such an acquisition, you will be paid a severance bonus equivalent to six
months of your base salary at the time of your termination.

You will be eligible for medical, dental and other group insurance benefits on
the first day of the month following 60 days of service. You will be
immediately eligible for holidays and accrual of vacation and sick leave. You
will begin accruing vacation at the rate of 4.62 hours per biweekly pay period
commencing with your first day of employment.

You will be eligible for participation in Commonwealths 401K Plan during the
first open enrollment period following six (6) months of service. Details
about these benefit plans





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are available in the Employee Handbook and/or the appropriate Summary Plan
Descriptions. Commonwealth reserves the right to amend, modify or terminate
any benefits at any time.

As a Commonwealth employee, you will be expected to abide by Company rules and
policies, acknowledge that you have read and understand the Employee Handbook,
and sign and comply with the provisions of the Companys Confidentiality
Agreement and other documents.

In accordance with California Labor Code Section 2922, you may terminate your
employment with Commonwealth at any time and for any reason whatsoever, simply
by notifying Commonwealth. Likewise, Commonwealth may terminate your
employment at any time and for any reason whatsoever, with or without cause or
advance notice. This employment-at-will relationship cannot be changed.

During the course of your employment with Commonwealth, you must agree not to
accept any other employment or engage in any other activities, with or without
compensation, which may be construed as a conflict of interest with the
business interests of Commonwealth.

The employment terms in this letter supersede any other agreements you may have
entered into with Commonwealth for any reason, as well as any promises made to
you by anyone, whether written or verbal. As required by law, this offer is
subject to satisfactory proof of your right to remain in, and work in, the
Unites States.

Arbitration Agreement



|1. |  | By accepting employment with Commonwealth, you agree to arbitrate all
disputes arising from such employment, subject to the terms shown below:                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | In the event of any dispute, claim or controversy by you against
Commonwealth, its directors, officers, employees or agents, you agree to
submit such dispute, claim or controversy to final and binding
arbitration, including, but not limited to claims for breach of contract,
civil torts and employment discrimination such as violation of
Californias Fair Employment and Housing Act, Title VII of the Civil
Rights Act, Age Discrimination in Employment Act, as modified by the Older
Workers Benefit Protection Act, and all other laws relating to
employment.
|  
|3. |  | The arbitration shall be conducted by a single arbitrator selected either
by mutual agreement between you and Commonwealth or, if you and
Commonwealth cannot agree on an arbitrator, then an arbitrator will be
selected from an odd-numbered list of experienced employment law
arbitrators provided by the American Arbitration Association. After
deciding first choice by lot, each party shall strike one arbitrator from
the list alternately until only one arbitrator remains.                                                                                      





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|4. |  | The arbitrator shall have all powers conferred by law and a judgment may
be entered on the award by a court of law having jurisdictional authority.
The award and judgement shall be in writing and shall be final and
binding upon both parties.                                      
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|5. |  | Each party shall have the right to conduct reasonable discovery, as
determined by the arbitrator and as provided in California Code of Civil
Procedure Section 1283.5(a).                                                                                                              
|  
|6. |  | Commonwealth will pay the arbitrators fee and for costs associated with
the arbitration hearing.                                                                                                                                                                                      
|  
|7. |  | This arbitration agreement shall continue during the term of your
employment and thereafter regarding any employment-related disputes of any
nature. This agreement may be modified for Commonwealth only by a written
agreement signed by the Chief Executive Officer of Commonwealth.
|  
|8. |  | You are hereby advised to seek an attorney for advice regarding the
effect of this arbitration agreement before signing it.                                                                                                                                                            
|  
|9. |  | You understand that, by signing this agreement, you are surrendering your
right to a civil trial and the right to a trial by a jury.                                                                                                                                                   

Equitable Remedies

Attached hereto and incorporated herein by reference is a copy of
Commonwealths Confidentiality Agreement which you are requested to review
prior to signing this employment agreement. You agree that it would be
impossible or inadequate to measure and calculate the damages to Commonwealth
caused by any breach of the Confidentiality Agreement. Accordingly, you agree
that, if you breach the Confidentiality Agreement, Commonwealth will have
available, in addition to any other right or remedy available, the right to
obtain an injunction from a court of competent jurisdiction restraining such
breach or threatened breach and to specific performance of such provision of
this agreement. You further agree that no bond or other security shall be
required in obtaining such equitable relief and you hereby consent to the
issuance of such injunction and to the ordering of specific performance.

Governing Law; Consent to Personal Jurisdiction

This Agreement is subject to and shall be governed by the laws of the State of
California. Both parties agree that in the event of litigation, the venue
shall be Orange County, California.

******************

Upon your acceptance of this offer and its receipt by Commonwealth, you will be
provided with a new employee package to be completed by you. It is necessary
that





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Commonwealth receive your properly completed employment package on your first
date of employment. Your employment package must be approved as properly
completed before you are considered hired by Commonwealth.

If any of the provisions of this agreement are found to be null, void, or
inoperative, for any reason, the remaining provisions will remain in full force
and effect.

Please sign and date this agreement and return it to me not later than December
10, 2001, if you wish to accept employment with Commonwealth under the terms
described above. This offer of employment expires on December 11, 2001. If
you accept this offer, I would like for you to commence your employment on
December 10, 2001.

We look forward to your favorable reply and a mutually rewarding and satisfying
relationship.

/S/ IAN B. CARTER

Ian B.Carter
Chairman and Chief Executive Officer

I have reviewed this agreement and the attached Confidentiality Agreement in
their entirety and hereby accept employment with Commonwealth under the terms
noted above.

|                  |  |          |  |  |  | 
|----------------- |  | -------- |  |  |  | 
|/S/ LINDA GUCKERT |  | 12/10/01
|                  |  |         
|Linda L Guckert   |  | Date