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Exhibit 99.1
 COMMERCE ENERGY GROUP, INC.
2006 STOCK INCENTIVE PLAN
  Restricted Share Award Agreement
(for U.S. Employees)
  Award No.
    

    1Date
    
    June 8, 2006
 Award Agreement Award Plan Exhibit A Exhibit B
 Board Company
 1. Specific Terms. Your Restricted Shares have the following terms:Name of Participant
    
    Thomas L. UlryNumber of Shares
Subject to Award
    
    40,000Purchase Price per
Share (if applicable)
    
    Not applicable.Award Date
    
    June 8, 2006Vesting
    
    10,000 Restricted Shares to vest on the date hereof, 10,000 Restricted Shares to
vest on January 1, 2007, 10,000 Restricted Shares to vest on January 1, 2008 and
10,000 Restricted Shares to vest on January 1, 2009; subject to acceleration as
provided in the Plan and in Section 2 below, and to your Continuous Service not
ending before the vesting date.




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Lifetime Transfer
    
    þ Allowed.
    
    o Not allowed.Deferral Elections
    
    þ Allowed in accordance with Section 8(g) of the Plan.
    
    o Not allowed.
 Accelerated Vesting; Change in Corporate Control .
 o
    
    ___% vested if your Continuous Service ends due to your death or disability within the
meaning of Section 409A of the Code;
 o
    
    ___% vested if your Continuous Service ends due to your retirement at or after you have
attained the age of ___ and completed at least ___ full years of Continuous Service;
 o
    
    according to the following schedule if your Continuous Service ends due to an
Involuntary Termination that occurs within the one year period following a Change in
Control:
 Date on which Your Involuntary Termination
    
    Portion of Your AwardOccurs (by reference to Date of Award)
    
    As to which Vesting AcceleratesBefore 1st Anniversary
    
    
    0
    %Between 1st and 2nd Anniversary
    
    
    
    %After 2nd Anniversary
    
    
    
    %
 Investment Purposes.
 Issuance of Restricted Shares.
  Unvested Restricted Shares .




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Dividends .
 Long-term Consideration for Award
 Fiduciary Duty
 Confidential Information




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Non-Solicitation of Customers
 Non-Solicitation of Employees
 Survival of Commitments; Potential Recapture of Award and Proceeds .
 (i)
    
    declaration that the Award is null and void and of no further
force or effect;(ii)
    
    recapture of any cash paid or Shares issued to the
Participant, or any designee or beneficiary of the Participant, pursuant to
the Award;




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(iii)
    
    recapture of the proceeds, plus reasonable interest, with
respect to any Shares that are both issued pursuant to this Award and sold or
otherwise disposed of by the Participant, or any designee or beneficiary of
the Participant.
  Acknowledgement
 Section 83(b) Election Notice . Section 83(b) election Exhibit
C
 Designation of Beneficiary Beneficiary Exhibit D Designation of Beneficiary
 Restrictions on Transfer
 Income Taxes and Deferred Compensation.




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Notices.
 Binding Effect .
 Modifications
 Headings .
 Severability .
 Counterparts .
 Plan Governs .
 Governing Law .




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Not a Contract of Employment
  COMMERCE ENERGY GROUP, INC.By:
    
    /S/ STEVEN S. BOSSSteven S. BossChief Executive Officer
 PARTICIPANTThe undersigned Participant hereby accepts the terms of this
Award Agreement and the Plan.By:
    
    /S/ THOMAS L. ULRYName of Participant: Thomas L. Ulry




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EXHIBIT A
 COMMERCE ENERGY GROUP, INC.
 2006 STOCK INCENTIVE PLAN
 1. Establishment, Purpose, and Types of Awards
   Section 6
    
    OptionsSection 7
    
    Share Appreciation RightsSection 8
    
    Restricted Shares, Restricted Share Units, and Unrestricted SharesSection 9
    
    Deferred Share UnitsSection 10
    
    Performance Awards
  2. Defined Terms
 Appendix A,
 3. Shares Subject to the Plan




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4. Administration
 General.
 Committee Composition.
 Powers of the Committee.
         Deference to Committee Determinations.
 No Liability; Indemnification.




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5. Eligibility
 General Rule.
 Grant of Awards.
 Limits on Awards.
 Replacement Awards.
 6. Option Awards
 Types; Documentation.
 ISO $100,000 Limitation.




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Term of Options.
 Exercise Price.
 Exercise of Option.
 Minimum Exercise Requirements.
 Methods of Exercise.




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Termination of Continuous Service.
  Termination other than Upon Disability or Death or for Cause.
 Disability.
 Retirement.
 Death.
 Cause.
 Reverse Vesting.
 Buyout Provisions.
 7. Share Appreciate Rights (SARs)
 Grants.
 SARs related to Options.




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SARs Independent of Options.
 Limited SARs.
 Exercise Price.
 Exercise of SARs.
 Effect on Available Shares.
 Payment.
    Form and Terms of Payment.




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Termination of Employment or Consulting Relationship.
 Buy out.
 8. Restricted Shares, Restricted Share Units, and Unrestricted Shares
 Grants.
 Vesting and Forfeiture.
 Issuance of Restricted Shares Prior to Vesting.
 Issuance of Shares upon Vesting.
 Dividends Payable on Vesting.




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Section 83(b) Elections.
 Deferral Elections.
 9. Deferred Share Units
 Elections to Defer.
 Vesting.
 Issuances of Shares.




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Crediting of Dividends.
 Emergency Withdrawals.
 Unsecured Rights to Deferred Compensation.
 10. Performance Awards
 Performance Units.
 Performance Compensation Awards.




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Limitations on Awards.
 Definitions.
    Deferral Elections.
 11. Taxes
 General.




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Default Rule for Employees.
 Special Rules.
 Surrender of Shares.
 Income Taxes and Deferred Compensation.
 12. Non-Transferability of Awards
 General.
 Limited Transferability Rights. an
inter vivos




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13. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions
 Changes in Capitalization.
 Dissolution or Liquidation.
 Change in Control.




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Certain Distributions.
 14. Time of Granting Awards.
  15. Modification of Awards and Substitution of Options.
 Modification, Extension, and Renewal of Awards.
 Substitution of Options.
 16. Term of Plan.
  17. Amendment and Termination of the Plan.
 Authority to Amend or Terminate.
 Effect of Amendment or Termination.




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18. Conditions Upon Issuance of Shares.
  19. Reservation of Shares.
  20. Effective Date.
  21. Controlling Law.
  22. Laws And Regulations.
 U.S. Securities Laws.
 Other Jurisdictions.
 23. No Shareholder Rights.




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24. No Employment Rights.
  25. Termination, Rescission and Recapture.




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COMMERCE ENERGY GROUP, INC.
 2006 STOCK INCENTIVE PLAN
 Appendix A: Definitions
  Affiliate
 Applicable Law
 Award
 Award Agreement
 Board
 Cause
  Change in Control
 Acquisition of Controlling Interest. 50%




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Change in Board Control.
 Merger. 50% 50%
 Sale of Assets.
 Liquidation or Dissolution.
  Code
 Committee
 Company
 Consultant
 Continuous Service
 Deferred Share Units




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Director
 Disabled
   Eligible Person
 Employee
 Exchange Act
 Fair Market Value
 Grant Date
 Incentive Share Option or ISO
 Involuntary Termination
 Non-ISO
 Option
 Participant




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Performance Awards
 Performance Compensation Awards
 Performance Unit
 Person
 Plan
 Reporting Person
 Restricted Shares
 Restricted Share Units
 Rule 16b-3
 SAR or Share Appreciation Right
 Share
 Ten Percent Holder
 Unrestricted Shares




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EXHIBIT B
 MEMORANDUM
 Commerce Energy Group, Inc.
 2006 Stock Incentive Plan
 COMMON STOCK
($0.001 PAR VALUE)
  
  
 THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933. THIS MEMORANDUM AND THE DOCUMENTS INCORPORATED BY REFERENCE IN
THIS MEMORANDUM CONSTITUTE A SECTION 10(a) PROSPECTUS UNDER THE SECURITIES ACT.




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GENERAL
    2006 STOCK INCENTIVE PLAN
 1. Establishment, Purpose, and Types of Awards




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2. Defined Terms
 Appendix A,
 3. Shares Subject to the Plan
   4. Administration
 General.
 Committee Composition.




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Powers of the Committee.
         Deference to Committee Determinations.
 No Liability; Indemnification.




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5. Eligibility
 General Rule.
 Grant of Awards.
 Limits on Awards.
 Replacement Awards.
 6. Option Awards
 Types; Documentation.




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ISO $100,000 Limitation.
 Term of Options.
 Exercise Price.
 Exercise of Option.
 Minimum Exercise Requirements.
 Methods of Exercise.




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Termination of Continuous Service.
  Termination other than Upon Disability or Death or for Cause.
 Disability.
 Retirement.
 Death.




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Cause.
 Reverse Vesting.
 Buyout Provisions.
 7. Share Appreciate Rights (SARs)
 Grants.
 SARs related to Options.
 SARs Independent of Options.
 Limited SARs.
 Exercise Price.




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Exercise of SARs.
 Effect on Available Shares.
 Payment.
    Form and Terms of Payment.
 Termination of Employment or Consulting Relationship.
 Buy out.
 8. Restricted Shares, Restricted Share Units, and Unrestricted Shares
 Grants.




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Vesting and Forfeiture.
 Issuance of Restricted Shares Prior to Vesting.
 Issuance of Shares upon Vesting.
 Dividends Payable on Vesting.
 Section 83(b) Elections.




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Deferral Elections.
 9. Deferred Share Units
 Elections to Defer.
 Vesting.
 Issuances of Shares.




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Crediting of Dividends.
 Emergency Withdrawals.
 Unsecured Rights to Deferred Compensation.
 10. Performance Awards
 Performance Units.
 Performance Compensation Awards.




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Limitations on Awards.
 Definitions.




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Deferral Elections.
 11. Taxes
 General.
 Default Rule for Employees.
 Special Rules.
 Surrender of Shares.




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Income Taxes and Deferred Compensation.
 12. Non-Transferability of Awards
 General.
 Limited Transferability Rights. an
inter vivos
 13. Adjustments Upon Changes in Capitalization, Merger or Certain Other Transactions
 Changes in Capitalization.




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Dissolution or Liquidation.
 Change in Control.
       Certain Distributions.




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14. Time of Granting Awards.
  15. Modification of Awards and Substitution of Options.
 Modification, Extension, and Renewal of Awards.
 Substitution of Options.
 16. Term of Plan.
  17. Amendment and Termination of the Plan.
 Authority to Amend or Terminate.
 Effect of Amendment or Termination.




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18. Conditions Upon Issuance of Shares.
  19. Reservation of Shares.
  20. Effective Date.
  21. Controlling Law.
  22. Laws And Regulations.
 U.S. Securities Laws.
 Other Jurisdictions.




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23. No Shareholder Rights.
  24. No Employment Rights.
  25. Termination, Rescission and Recapture.




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COMMERCE ENERGY GROUP, INC.
 2006 STOCK INCENTIVE PLAN
 
 Appendix A: Definitions
 
  Affiliate
 Applicable Law
 Award
 Award Agreement
 Board
 Cause




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Change in Control
 Acquisition of Controlling Interest. 50%
 Change in Board Control.
 Merger. 50% 50%
 Sale of Assets.
 Liquidation or Dissolution.
  Code
 Committee




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Company
 Consultant
 Continuous Service
 Deferred Share Units
 Director
 Disabled
   Eligible Person
 Employee
 Exchange Act
 Fair Market Value




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Grant Date
 Incentive Share Option or ISO
 Involuntary Termination
 Non-ISO
 Option
 Participant
 Performance Awards
 Performance Compensation Awards
 Performance Unit
 Person
 Plan
 Reporting Person




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Restricted Shares
 Restricted Share Units
 Rule 16b-3
 SAR or Share Appreciation Right
 Share
 Ten Percent Holder
 Unrestricted Shares
 FEDERAL INCOME TAX CONSEQUENCES
   ISOs




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Non-ISOs
  Share Appreciation Rights
 Restricted Shares, Restricted Share Units, Deferred Share Units, Performance Awards, and
Unrestricted Shares




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Special Tax Provisions
 Special Rules Applicable to Insiders.
 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
  
    
    The Companys Annual Report on Form 10-K for the year ended July 31, 2005 filed
with the Commission on October 31, 2005;
    
    The Companys Quarterly Report on Form 10-Q for the quarter ended October 31,
2005 filed with the Commission on December 15, 2005;
    
    The Companys Quarterly Report on Form 10-Q for the quarter ended January 31,
2006 filed with the Commission on March 16, 2006;
    
    The Companys amended Quarterly Report on Form 10-Q/A (Amendment No. 1) for the
quarter ended October 31, 2004 filed with the Commission on October 31, 2005;
    
    The Companys amended Quarterly Report on Form 10-Q/A (Amendment No. 3) for the
quarter ended January 31, 2005 filed with the Commission on October 31, 2005;
    
    The Companys amended Quarterly Report on Form 10-Q/A (Amendment No. 2) for the
quarter ended April 30, 2005 filed with the Commission on October 31, 2005;
    
    The Registrants Current Reports on Form 8-K, as filed with the Commission on
August 2, 2005, August 5, 2005, August 30, 2005, September 30, 2005, October 13,
2005, October 31, 2005, November 14, 2005, November 17, 2005, November 23, 2005,
December 2, 2005, December 6, 2005, December 8, 2005, December 15, 2005 (but
specifically not incorporating by reference herein the Form 8-K filed on December
15, 2005 announcing the Companys earnings for the quarter ended October 31, 2005),
February 1, 2006, March 2, 2006 and April 18, 2006;
    
    The Companys amended Current Report on Form 8-K/A (Amendment No. 2) filed with
the Commission on August 2, 2005; and
    
    the description of the Common Stock, par value $.001 per share, of the Company
and the common stock purchase rights, which is incorporated by reference into the
Companys registration statement on Form 8-A, filed with the Commission on July 6,
2004, pursuant to the Securities Exchange Act of 1934, as amended (the Exchange
Act) and any amendment or report filed for the purpose of updating such
description.




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USE OF PROCEEDS, TAX WITHHOLDING AND
NO LIENS
  ADDITIONAL INFORMATION
  
    
    Documents or reports incorporated by reference in this Memorandum (excluding
exhibits to such documents or reports unless such exhibits are specifically
incorporated by reference into such documents or reports);
    
    The Companys annual report to shareholders for the latest fiscal year; and
    
    All reports, proxy statements and other communications distributed to the
shareholders of the Company.




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COMMERCE ENERGY GROUP, INC.
2006 STOCK INCENTIVE PLAN
 
 Section 83(b) Election Form
 
 IF YOU WISH TO MAKE A SECTION
83(B) ELECTION, YOU MUST DO SO WITHIN 30 DAYS AFTER THE DATE THE RESTRICTED SHARES COVERED BY THE
ELECTION WERE TRANSFERRED TO YOU




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COMMERCE ENERGY GROUP, INC.
2006 STOCK INCENTIVE PLAN
 
 Election to Include Value of Restricted Shares in Gross Income
in Year of Transfer Under Internal Revenue Code Section 83(b)
 
  1.
    
    My General Information:
 Name:Address:S.S.N.or T.I.N.:
 2.
    
    Description of the property with respect to which I am making this election:
 
 3.
    
    The Restricted Shares were transferred to me on  ___, 20___. This election
relates to the 20 calendar taxable year.
 4.
    
    The Restricted Shares are subject to the following restrictions:
 Plan Award Agreement
 5.
    
    Fair market value:




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6.
    
    Amount paid for Restricted Shares:
  7.
    
    Furnishing statement to employer:
 
 8.
    
    Award Agreement or Plan not affected:
  Dated:  ___, 20___.Taxpayer




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COMMERCE ENERGY GROUP, INC.
2006 STOCK INCENTIVE PLAN
 
 Designation of Beneficiary
 
 Company Recipient Plan
 Name of Beneficiary:Address:Social Security No.:
  o
    
    any Award that Recipient has received under the Plan.o
    
    the  Award that Recipient received pursuant to an award
agreement dated  ___, ___between Recipient and the Company.
  Date:By:Thomas L. Ulry