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                                                                   EXHIBIT 10.18



                COMMONWEALTH V. BLOOM SETTLEMENT AGREEMENT TERMS

               The following is a summary of the terms of settlement reached
between the parties identified below. A final Settlement Agreement document
shall be drafted and circulated for comments by McDermott, Will & Emery. The
Settlement Agreement will be the final integrated agreement between the parties
and shall reflect the terms herein.

               Frederick Bloom, Lucinda Bloom and the Bloom Family Trust (along
with each of their past and present partners, partnerships, employees, agents,
representatives, insurers. attorneys, heirs, predecessors, successors, assignors
and assignees, and all persons and entities acting or claiming by, through,
under, or in concert with them or any of them, hereinafter collectively "Bloom")
on one hand, and Commonwealth Energy Corporation, ElectricAmerica, Inc., Ian B.
Carter, Bradley L. Gates, Robert C. Perkins, Vivian L. Anderson and Junona Jonas
(along with each of their shareholders, officers, directors, employees,
predecessors, successors, subsidiaries, divisions, affiliated companies, parent
companies, holding companies, partners, partnerships, officers, directors,
agents, representatives, insurers, attorneys, heirs, assignors and assignees,
bankers, investment bankers, and all persons and entities acting or claiming by,
through, under, or in concert with them or any of them, hereinafter collectively
"Commonwealth"), on the other hand, in order to resolve the action known as
Commonwealth Energy Corporation, et al. v. Bloom,, et al., Orange County
Superior Court Case 00CC15507 and all related and/or consolidated actions hereby
agree as follows:

               Collectively, Bloom and Commonwealth shall be referred to as the
Parties.

1.             Bloom will surrender all 5,895,160 shares and any options in
               Commonwealth to Commonwealth. To the extent that Bloom possesses
               or controls, directly or indirectly, any other shares or options
               of any kind in Commonwealth, he shall forfeit such shares to
               Commonwealth. To the extent that Bloom has optioned or
               transferred shares to any third parties, those shares must be
               forfeited to Commonwealth.

2.             Mutual release of all claims plus provide a section 1542 waiver.

3.             The Parties agree to obtain a Court order signed by a judge of
               the Orange County Superior Court approving the settlement.

4.             Payment from Commonwealth to Bloom is to be made within 24 hours
               of court approval of settlement. Additional time will be allowed
               to make payment if the 24 hour period includes a weekend or bank
               holiday.

5.             Bloom will not disparage, directly or indirectly, Commonwealth.
               Commonwealth will not disparage, directly or indirectly, Bloom
               but Bloom recognizes that Commonwealth may have to cooperate with
               governmental agencies, including but not limited to the
               California Public Utilities Commission, California Department of
               Corporations or other state and/or federal enforcement agencies
               in investigations against Bloom. Notwithstanding the foregoing,
               Commonwealth will not affirmatively request any action against
               Bloom that is not otherwise consistent with the fiduciary duties
               and legal obligations of Commonwealth's

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               Board of Directors. Commonwealth's counsel will write a letter to
               any regulatory agencies that Commonwealth has communicated with
               concerning Bloom, including the Department of Corporations, the
               District Attorney's office, and the Orange County Sheriff's
               Department, notifying them of the settlement this matter and
               confirming that Commonwealth has no interest in pursuing claims
               against Bloom. CEC will not send any additional unsolicited
               letters to any local, state or federal agencies concerning Bloom.

6.             Commonwealth will indemnify Bloom for expenses, including
               attorneys fees, incurred in the Julian and Wykydal litigation.
               All such outstanding fees will be paid by August 30, 2001.
               Commonwealth will have no additional future indemnification
               obligations to Bloom, however, to the extent there is insurance
               coverage for future cases involving Bloom, Commonwealth will not
               object to Bloom seeking coverage under the policies.

7.             Bloom cannot approach Commonwealth's shareholders, banking
               institutions, employees, officers or board members either
               directly or indirectly for the purpose of discussing anything
               with respect to Commonwealth. Bloom can take no direct or
               indirect action that interferes with Commonwealth's operations.
               Bloom will make no attempt to solicit current Commonwealth
               employees for a period of two (2) years.

8.             Bloom can never own any interest, directly or indirectly in
               Commonwealth. This includes proxies or third parties that Bloom
               may choose to work through.

9.             Both Commonwealth and Bloom will place $100,000 each into a
               designated escrow account (with Bloom's portion to be placed
               directly into such account by Commonwealth out of the proceeds of
               the settlement funds) for the purpose of liquidated damages in
               the event that any party is found to have breached the terms of
               this Agreement. Whether a Parry is in breach of this Agreement is
               to be decided by a single neutral arbitrator to be agreed to by
               the parties. The funds will be held for a two year period and
               liquidated damages will be $20,000 per occurrence. In the event
               either party pays a sanction they are required to replenish the
               account back to $100,000.

9a.            The Parties agree that if this matter is disputed, such disputes
               will be arbitrated before JAMS.

10.            Bloom will assign the rights to his CEC.investors.com website and
               will agree physically to turn that website over to Commonwealth
               as well as the domaine authority for the site. Bloom will also
               agree not to start or participate in any other website related in
               any way to Commonwealth.

11.            Bloom will turn back to the company his shareholder list and any
               copies that he has made and will not use or request copies of the
               shareholder list in the future. He will identify any third
               parties to whom he has provided a copy of the list and will
               request the return of the copies in writing.



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12.            Bloom agrees to reasonably cooperate in any lawsuits brought by
               or against the company to include, but not limited to Gary
               Wykidal, David James, etc.

13.            To the extent Bloom can accomplish an assignment of lease of
               Commonwealth's offices at no cost to Commonwealth, Commonwealth
               will assume liability on the lease.

14.            Bloom agrees to withdraw support from Joseph Saline and ask him
               to resign both orally and in writing prior to the final approval
               of this settlement. The Agreement is not contingent upon Saline's
               resignation.

15.            Bloom agrees not to compete with Commonwealth in any of the
               listed activities for at least two (2) years in any capacity.
               Bloom will relinquish his right to be a 1% investor, or a
               principal, employee, officer in any company that is engaged
               wholly or in part in the listed activities, including but not
               limited to any entity funded by John Kuhns or Kuhns Brothers
               Securities. The listed activities are:

               1.     Retail or wholesale sale of electric energy or distributed
                      electrical power;

               2.     Alternative electrical generation sources;

               3.     Development and design of electrical fuel cells;

               4.     Manufacture or distribution of electric energy
                      conservation devices;

               5.     Energy management or consulting services;

               6.     Electrical service call centers; and

               7.     Electrical energy billing and backroom software.

17.            Bloom agrees not to participate or help in any way in any
               shareholder action adverse to Commonwealth, including but not
               limited to a hostile takeover or proxy contest or merger.

18.            Bloom agrees to the terms of the Accommodation Agreement and he
               makes no claims now or in the future to the shares encompassed in
               that Accommodation Agreement and he agrees to release the 1.2
               million shares that have been transferred to Commonwealth per the
               terms of the Accommodation Agreement.

19.            Bloom agrees that all agreements under this Settlement Agreement,
               including but not limited to the Severance Agreement and
               Employment Agreement, are terminated.

20.            Bloom will agree not to disclose any intellectual property
               belonging to or developed by Commonwealth, including but not
               limited to Triumph software and agrees not to use any
               confidential information learned from Commonwealth in connection
               with any competing entity.

21.            All pending motions, depositions, etc. shall be taken off
               calendar and a stay agreed to until such time as the court
               approves or disapproves the settlement agreement.



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22.            Mutual return of all subpoenaed documents and documents exchanged
               in discovery.

23.            Commonwealth will pay $7,190,000 in full settlement of this
               matter as designated by Bloom. Of that amount, Commonwealth is
               paying $4,790,000 in damages. The remaining $2,400,000 is paid by
               Commonwealth to purchase 1,175,160 shares of Bloom's stock. The
               parties agree that the remaining shares held by Bloom - 4,720,000
               shares - are void.

24.            The parties agree to file dismissals of their respective
               complaints with prejudice after the settlement funds are in
               Bloom's account.

25.            In the event of any disputes under this agreement the prevailing
               party will be entitled to the payment of its attorney's fees.

26.            The Settlement Agreement terms are subject to a final vote of the
               Board of Directors of Commonwealth Energy, which is scheduled for
               Monday, August 13, 2001. The Directors signing this agreement
               will recommend approval and a vote in favor. By entering into
               this agreement neither party admits any wrongdoing or liability.

27.            The parties intend to seek court approval of the settlement
               agreement within one week of today's date. If the parties cannot
               agree or any subsequent settlement agreement, either party may
               enforce the terms of this agreement.



Dated:  August 10, 2001                     /s/    Fred Bloom
                                     -------------------------------------------
                                     Fredrick Bloom
                                     Individually and for Bloom Family Trust


Dated:  August 10, 2001                     /s/    Lucinda Bloom
                                     -------------------------------------------
                                     Lucinda Bloom
                                     Individually and for Bloom Family Trust


Dated:  August 10, 2001                     /s/    Bradley L. Gates
                                     -------------------------------------------
                                     Bradley Gates
                                     for Commonwealth Energy Corporation, et al.


Dated:  August 10, 2001                     /s/    Robert Perkins
                                     -------------------------------------------
                                     Robert C. Perkins
                                     for Commonwealth Energy Corporation, et al.



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