<PAGE>
                                                                   EXHIBIT 10.19



                                SECOND AMENDMENT
                                     TO THE
                       LIMITED LIABILITY COMPANY AGREEMENT
                                       OF
                           SUMMIT ENERGY VENTURES, LLC



               This Second Amendment, dated as of February 27, 2002 (this
"Amendment") to the Limited Liability Company Agreement dated as of June 29,
2001 (the "LLC Agreement"), and amended by the First Amendment to the Limited
Liability Company Agreement dated August 1, 2001, and further amended by a
letter agreement dated September 24, 2001 by and among Northwest Power
Management Inc., a Washington corporation ("NPM"), in its capacity as Investment
Manager, Steven Z. Strasser, an individual, in his capacity as member, and
Commonwealth Energy Corporation, a California corporation ("Commonwealth"), in
its capacity as member, of Summit Energy Ventures, L.L.C. Capitalized terms not
defined herein shall have the meaning ascribed to them in the LLC Agreement.

                                   WITNESSETH:

               WHEREAS, Section 12.1 of the LLC Agreement requires the consent
of the Members so affected before the LLC Agreement may be amended; and

               WHEREAS, the Members desire to amend the LLC Agreement;

               NOW, THEREFORE, in accordance with the terms of the LLC
Agreement, the LLC Agreement is hereby amended as follows:

        1. Amendment.

               (a) The definition of "Percentage Interest(s)" in Article I is
deleted in its entirety and replaced with the following:

                       ""Percentage Interest(s)" as of any date after the date
                of the Second Amendment means 60% as to CEC, and 40% as to
                Steven Z. Strasser (all allocations under Section 3.5 having
                been previously made)."

               (b) There is added to Article I the following definition:

                       ""Second Amendment" means the Second Amendment to the
                Limited Liability Company Agreement of Summit Energy Ventures,
                LLC dated as of February 27, 2002."

               Section 3.4 is deleted in its entirety and replaced with the
following:

                       "Section 3.4 Capital Contributions. Effective as the
                       Agreement Date, CEC and NPM are admitted to the Company
                       as Common Members. On the Agreement Date, CEC and the
                       Company shall execute a Contribution Agreement in the
                       form attached hereto pursuant to which CEC shall make a
                       Capital Contribution of $15,000,000 (fifteen million) and
                       a Capital



                                       1
<PAGE>

                       Commitment of $10,000,000 (ten million). The funding of
                       the Capital Commitment shall be at the sole discretion of
                       CEC."

               (d) Section 4.3(a) is deleted in its entirety and replaced with
the following:

                      "(a) The Company shall pay to the Investment Manager, as
               compensation for its performance of the Investment Management
               Services and the Administrative Services a semi-annual fee (the
               "Management Fee") of $350,000 (three hundred fifty thousand)
               payable on the second Wednesday of January and July of each
               calendar year for the succeeding period commencing on the
               Agreement Date; provided that the Management Fee shall be
               prorated for any period less than a full six (6) Calendar Months.
               The Fees shall cover all Administration Expenses set forth in
               Section 43(c). Commonwealth shall have no responsibility to pay
               any of the costs and expenses to operate the Company, other than
               the Management Fee. Upon termination of this Agreement, any
               Management Fees paid but not earned shall be returned to the
               Company based on multiplying the Management Fee times the
               quotient where the numerator equals the days remaining in that
               half of the calendar year and the denominator equals 183.
               Management Fees shall only be paid from Capital Contributions or
               cash flow generated by the LLC, and CEC shall have no
               responsibility for payment of any Management Fees."

               (e) Schedule A to the Agreement is deleted in its entirety and
replaced with the following:

                    "Names, Addresses, Percentage Interests,
           Capital Commitment and Capital Contributions of the Members

     Name:                    Commonwealth Energy Corporation

     Address:                 125901 Red Hill Ave., Tustin, CA 92780

     Preferred Percentage
     Interest:                One hundred percent (100%) to CEC.

     Common Percentage
     Interest:                Sixty percent (60%) to CEC.

     Capital Contribution:    Fifteen million dollars ($15,000,000)

     Capital Commitment:      Ten million dollars ($10,000,000), whether or not
                              this capital commitment is funded shall be at the
                              sole discretion of Commonwealth Energy
                              Corporation.

     Name:                    Steven Z. Strasser

     Address:                 700 5th Ave., Suite 6100, Seattle, WA 98104

     Percentage Interest:     Forty (40) percent of Common Interest; NPM and
                              Strasser own no Preferred Interest.

     Capital Contribution:    Zero

     Capital Commitment:      Zero



                                       2
<PAGE>

               (f) Schedule B to the Agreement is changed as follows:

                      Paragraph 1 of the RECITALS shall be deleted in its
                      entirety and replaced with, the following:

                      "I. Capital Contribution. CEC hereby makes a cash capital
                      contribution to the Company in an amount equal to
                      $15,000,000 (the "Capital Contribution") and a commitment
                      to make an additional cash capital contribution to the
                      Company in an amount equal to $10,000,000 (the "Capital
                      Commitment"), said Capital Commitment shall be funded at
                      the sole discretion of CEC."

                      Paragraph 3 of the RECITALS shall be deleted in its
                      entirety and shall not be replaced.

                      Paragraph 4 of the RECITALS shall be changed to read as
                      follows:

                      "forty (40) percent" shall be changed to read "sixty (60)
                      percent"

        2. Survival of LLC Agreement. Except as otherwise amended in this
Amendment, the LLC Agreement shall remain in full force and effect. Any
reference to the LLC Agreement shall hereafter be understood as a reference to
the LLC Agreement as amended by this Amendment.

        3. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware applicable to a contract
executed and performed in such state without giving effect to the conflicts of
laws principles thereof.

        4. Effective Date. The effective date of this Amendment shall be January
1, 2002.



                                       3
<PAGE>

               IN WITNESS WHEREOF, the undersigned Member has caused this
Amendment to Limited Liability Company Agreement of Summit Energy Ventures, LLC
to be duly executed as of the date first above written.


                                        COMMONWEALTH ENERGY CORPORATION


                                        By:  /s/ IAN B. CARTER
                                             -----------------------------------
                                             Name:  IAN B. CARTER
                                             Title: CEO

<PAGE>

             IN WITNESS WHEREOF, the undersigned Investment Manager has caused
this Amendment to Limited Liability Company Agreement of Summit Energy Ventures,
LLC to be duly executed as of the date first above written.


                                        NORTHWEST POWER MANAGEMENT INC.


                                        By:  /s/ Steven Z. Strasser
                                             -----------------------------------
                                             Steven Z. Strasser
                                        Its: President