**Exhibit 10.1****AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT**     AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”), dated as of November 30,2006, to the Employment Agreement (the “Agreement”), dated as of December 1, 2005 by andbetween COMMERCE ENERGY GROUP, INC., a Delaware corporation, on behalf of itself and any and all ofits subsidiaries (together, the “Company”), and LAWRENCE CLAYTON, JR.(“Executive”).**WITNESSETH:**     WHEREAS, the parties have entered into the Agreement;     WHEREAS, Section 4(f) of the Agreement provides for the payment of up to $100,000 by theCompany to Executive for expenses and incidental costs associated with his relocation;provided, however, that $80,000 of such expenses are required to have been incurredby Executive prior to December 1, 2006;     WHEREAS, Executive will not have incurred all expenses and incidental costs expected to beassociated with his relocation prior to December 1, 2006;     WHEREAS, the parties desire to extend the period of time during which Executive may incurexpenses associated with his relocation and continue to qualify for reimbursement thereof by theCompany; and     WHEREAS, pursuant to and in accordance with Section 16 of the Agreement, the parties wish toamend the Agreement as set forth in this Amendment;     NOW, THEREFORE, in consideration of the rights and obligations contained herein, and for othergood and valuable consideration, the adequacy of which is hereby acknowledged, the parties agree asfollows:     Section 1. Relocation Payment; Reimbursement of Relocation Costs. Section 4(f) of theAgreement is hereby amended and restated in its entirety to read:     “(f) Relocation Payment; Reimbursement of Relocation Costs. The Company willprovide Executive with a relocation payment in the amount of $20,000 for incidental costsassociated with his relocation, which incidental costs need not be supported bydocumentation. In addition, upon submission of documentation acceptable to the Company, theCompany will reimburse Executive for expenses incurred in connection with Executive’srelocation to a reasonable commuting distance from the Company’s headquarters office, up toa maximum of $80,000 (for a combined total possible relocation amount of $100,000), providedthat (i) the documented relocation expense shall have been incurred on or prior to July 1,2007, and (ii) Executive shall not be related by blood or marriage to any person who is theprovider or an employee of the provider of any service or facility to which the documentedrelocation expense relates. The documented relocation expense reimbursement under thissubsection (f) shall cover such items as real estate commissions paid by Executive inconnection with the sale of
 

 
the Texas residence owned by Executive, and closing costs for the purchase by Executiveof a primary residence within a reasonable commuting distance on the Company’s headquartersoffice; rent for temporary housing in Southern California; reasonable costs associated withroundtrip travel by Executive and his spouse related to house hunting and/or relocation; andreasonable costs associated with the moving and storage of Executive’s household goods. Anyliving expenses (including reasonable travel expenses) incurred by Executive in SouthernCalifornia on or after January 1, 2007 shall be deemed relocation expenses, and Executiveshall be entitled to reimbursement therefor under the above-referenced $80,000 documentedrelocation expense provision.”     Section 2. Effect of Amendment. Upon effectiveness of this amendment, each referencein the Agreement to “this Agreement”, “hereunder,” “hereof” or words of like import referring tothe Agreement shall mean and be a reference to the Agreement as amended hereby. Except asspecifically amended hereby, the Agreement is and shall continue to be in full force and effect andis in all respects ratified and confirmed. The execution, delivery and effectiveness of thisAmendment shall not, except as expressly provided herein, operate as a waiver of any right, poweror remedy of any party under the Agreement.     Section 3. Incorporation by Reference. The provisions of Sections 7 (Interpretation,Governing Law and Exclusive Forum), 10 (Severability), 11 (Successors and Assigns), 12 (Notices),14 (Dispute Resolution), 15 (Representations), 16 (Amendments and Waivers) and 20 (Counterparts) ofthe Agreement shall be incorporated into this Amendment, *mutatis mutandis*, as if references to“this Agreement” in the Agreement were references to “this Amendment” in this Amendment.     Section 4. Entire Agreement. Except for Executive’s Stock Option and Restricted StockAgreements and his Indemnification Agreement (the form of each agreement as set forth as an exhibitto this Agreement), all oral or written agreements or representations, express or implied, withrespect to the subject matter of the Agreement, as amended hereby, are set forth in the Agreement,as amended hereby.**[***remainder of page intentionally left blank; signatures appear on following page(s)***]**
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     IN WITNESS WHEREOF, the Company and Executive have caused this Amendment to be executed by asof the date first written above by their respective officers thereunto duly authorized.      **“Company”**