EXHIBIT - 2.3 SALES AGENCY AGREEMENT

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EXHIBIT - 2.3

SALES AGENCY AGREEMENT

AGREEMENT, dated as of February 9, 2005, by and between Commonwealth

Energy Corporation, a California corporation ("Buyer"), and American

Communications Network, Inc., a Michigan corporation ("ACN"), and, as to Section

8 only, Commerce Energy Group, Inc., a Delaware corporation ("CEG").

W I T N E S S E T H

WHEREAS, Buyer, ACN and ACN Utility Services Inc., ACN Energy Inc. and

ACN Power, Inc. (the "ACN Parties") have entered into that certain Asset

Purchase Agreement, dated as of February 9, 2005 (the "Purchase Agreement"),

pursuant to which the ACN Parties are selling substantially all of the assets,

properties, rights and businesses of the Retail Energy Business to Buyer;

WHEREAS, as a condition to entering into the Purchase Agreement, ACN

has agreed that its network of independent sales representatives (the

"Representatives") shall act as a limited agent for Buyer to sell electric

commodity and natural gas products and related services of the Retail Energy

Business (the "Energy Products") to retail residential and commercial consumers

from and after the Closing Date, subject to the terms and conditions set forth

herein;

NOW, THEREFORE, in consideration of the mutual covenants contained

herein and for other good and valuable consideration set forth herein, the

sufficiency of which is hereby acknowledged, and intending to be legally bound,

the parties hereto agree as follows:

1. Defined Terms. Terms used herein but not defined herein shall have

the meaning ascribed to them in the Purchase Agreement. In addition, the

following terms shall have the following meanings:

"Accepted Customer" shall mean those customers of ACN which are

accepted by Buyer pursuant to standards to be determined from time-to-time by

Buyer in its sole discretion and applied by Buyer in a consistent manner as

gauged on a same UDC market, same energy product or commodity, and same customer

class basis.

"ACN Call-Center-sourced Customers" shall mean those customers of ACN

which have initiated contact with ACN, via an inbound call, to ACN's call

center, and requested to become a customer of ACN and have ultimately purchased

one or more Energy Products from ACN, which customers (a) are Accepted Customers

and (b) have been or will be billed by Buyer during or as of the relevant

measurement period.

"ACN Commission Reports" shall have the meaning ascribed to such term

in Schedule A attached hereto.

"ACN Indemnified Person" shall have the meaning ascribed to such term

in Section 10(c).

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"ACN-Sourced Customers" shall mean those customers presented by ACN or

the Representatives under this Agreement to Buyer which customers (a) are

Accepted Customers and (b) have been or will be billed by Buyer during or as of

the relevant measurement period.

"Agency Customers" shall have the meaning ascribed to such term in

Section 7(a).

"Agency Period" shall have the meaning ascribed to such term in Section

3(a).

"Average Closing Price" shall mean, for any date of determination, the

average closing sale price per share of the Stock for the five (5) trading days

immediately preceding the date of determination on the American Stock Exchange

or, if not listed on such exchange, on such other national exchange or quotation

system upon which the Stock is then listed or quoted.

"Benchmark" shall have the meaning ascribed to such term in Section

7(a).

"Billing Report" shall have the meaning ascribed to such term in

Section 6(a)(ii).

"Billing Report Date" shall have the meaning ascribed to such term in

Section 8(b).

"Buyer Indemnified Person" shall have the meaning ascribed to such term

in Section 10(a).

"Buyer RSG Liaison" shall have the meaning ascribed to such term in

Section 4(g).

"CAB's" shall have the meaning ascribed to such term in Schedule A

attached hereto.

"CEG" shall have the meaning ascribed to such term in the preamble.

"CEG Common Stock" shall mean the common stock, $0.001 par value, of

CEG.

"Commencement Date" shall have the meaning ascribed to such term in

Section 7(a).

"Commission Notice" shall have the meaning ascribed to such term in

Schedule A.

"Commissions" shall have the meaning ascribed to such term in Section

6(a)(ii).

"Confidential Information" shall have the meaning ascribed to such term

in Section 9(a).

"Customer Acquisition Fee" shall have the meaning ascribed to such term

in Section 7(b).

"Earned Level" shall have the meaning ascribed to such term in Schedule

A attached hereto.

"Energy Products" shall have the meaning ascribed to such term in the

Whereas clause.

"Initial Agency Period" shall have the meaning ascribed to such term in

Section 3(a).

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"Month-End Period" shall have the meaning ascribed to such term in

Section 7(a).

"Post-Closing Call Center Customers" shall mean those ACN

Call-Center-sourced Customers generated after the Closing Date.

"Purchase Agreement" shall have the meaning ascribed to such term in

the Whereas clause.

"Rep" shall have the meaning ascribed to such term in Schedule A

attached hereto.

"Representatives" shall have the meaning ascribed to such term in the

Whereas clause.

"Representative-Sold Customer" shall have the meaning ascribed to such

term in Section 6(a)(i).

"Restrictive Period" shall have the meaning ascribed to such term in

Section 9(c).

"RVP" shall have the meaning ascribed to such term in Schedule A

attached hereto.

"Share Issuance Limitation" shall have the meaning ascribed to such

term in Section 8(c).

"Standards" shall have the meaning ascribed to such term in Section

2(a).

"Stock" shall have the meaning ascribed to such term in Section 8(a).

"SVP" shall have the meaning ascribed to such term in Schedule A

attached hereto

"Territory" means North America.

2. Sales Agency.

(a) During the Agency Period, ACN shall provide, or cause to be

provided, to Buyer its network of Representatives to act as the limited agent

for Buyer to sell Energy Products on behalf and for the benefit of Buyer. ACN

shall use its commercially reasonable efforts to cause the Representatives: (i)

to sell Energy Products and otherwise promote the Retail Energy Business in a

manner consistent with the manner in which such products were sold for the

Retail Energy Business prior to the Closing Date, and (ii) to act as agent for

the sale of Energy Products exclusively for or on behalf of Buyer. Buyer shall

have the right to cause ACN to direct the Representatives with respect to sales

of Energy Products, customer service and regulatory matters in accordance with

Buyer's Licenses or Certificates, the statutes, rules, regulations, or policies

of the applicable jurisdictions in which Buyer has authorized ACN and

Representatives to conduct customer acquisition activities (the "Standards"),

but in no event shall it have the right to cause ACN to take any actions (or

inaction) with respect to management and oversight of, or the commissions or

other fees paid or payable to, the Representatives.

(b) ACN shall be responsible for directing the Representatives to

adhere to the Standards in selling the Energy Products and otherwise in

connection with the performance of

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any obligations of ACN or the Representatives under this Agreement. Neither ACN

nor the Representatives nor their respective personnel shall have the power or

authority to act as attorney-in-fact of Buyer or bind Buyer in any way without

the prior written consent of Buyer. All customers acquired by the

Representatives shall be subject to acceptance by Buyer to the extent permitted

by law.

(c) ACN's and Representatives' agency on behalf of Buyer shall be

limited to the following acts: (i) solicitation of customers, (ii) the offering

of Buyer's Energy Products as set forth in Buyers marketing materials,

applications, and sales agreements, or (iii) recommending Buyer's Energy

Products to retail customers.

(d) ACN's and the Representatives' limited agency shall not include

(i) the negotiation of prices or rates, terms or conditions of service for

Buyer's Energy Products, (ii) taking title to Energy Products, (iii) arranging

for the purchase, transportation, scheduling or delivery of Energy Products,

(iv) interaction or transactions with pipelines, utilities, local distribution

companies, other suppliers or marketers, or state or federal energy/utility

regulators, or (v) execution of contracts or agreements on behalf of Buyer.

(e) Buyer shall have the right to cause ACN to take appropriate

actions with respect to the conduct of a Representative in order to comply with

a notice or inquiry of any applicable Governmental Authority by providing at

least 5 days' prior written notice (or such lesser period of notice as may be

required by such Governmental Authority) to ACN specifying the applicable

remedial or corrective actions required by the Governmental Authority.

(f) ACN shall provide Buyer with true and complete copies of all

independent representative form agreements and updates thereto from time to

time.

(g) In providing the Representatives hereunder, ACN agrees (i)(A)

not to take any actions that it knows or, in the exercise of reasonable care,

should know would be harmful in any material respect to the business and

operations of the Buyer, (B) to use its commercially reasonable efforts to

promote the Retail Energy Business and the interests of Buyer in the same manner

as it promotes its own business, and (C) to comply with all applicable energy

federal, state and local laws, the Standards, and Buyer's policies and

procedures established in accordance with Section 5(a) hereof as in effect from

time to time, and (ii) to use its commercially reasonable efforts to cause the

Representatives to do (or not to do, as applicable) the same.

3. Agency Period; Termination.

(a) The Agreement shall become effective as of the date hereof and

continue for a period of one year (the "Initial Agency Period") or until earlier

terminated as provided herein. Upon the expiration of such one-year period, this

Agreement shall be automatically renewed on a year-to-year basis unless

terminated by either Buyer or ACN by the giving of written notice of termination

to the other party hereto at least 90 days' prior to the expiration of the

initial term or any successive term. The Initial Agency Period and any

successive term being collectively referred to herein as the "Agency Period."

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(b) This Agreement may be terminated at any time prior to the

expiration of the Agency Period by any of the following:

(i) by mutual written agreement of the parties;

(ii) by either party upon the occurrence of a material breach

by the other party that remains uncured for a period of thirty (30) days after

such breaching party receives written notice describing the breach in reasonable

detail from the non-breaching party.

(c) In the case of termination other than as provided in Section

3(b)(ii), notwithstanding any other provision of this Agreement, any such

termination shall be without liability to either party. Any termination as

provided in Section 3(b)(ii) shall be without prejudice to the non-breaching

party's rights to seek damages for such breach.

4. Duties of ACN. ACN will use its best efforts to cause the

Representatives to sell standard offer contracts of the Retail Energy Business

as approved by Buyer to pre-approved customer classes in electric and gas

markets as designated by Buyer in which ACN-Sourced Customers are located; and

will perform the following functions:

(a) process, reconcile, and make payments to Representatives of

commissions received from Buyer on each Representative-Sold Customer;

(b) provide Buyer with information similar in all material respects

to that set forth in Schedule A attached hereto for the purpose of identifying

the amount of Commissions to be paid by Buyer to ACN in accordance with Section

6 hereof for ACN payment to Representatives;

(c) at Buyer's option, ACN will perform all Representative-service

functions;

(d) ACN will use its best efforts to give Buyer access to ACN's

Representative conventions and regional training and orientation sessions and

regional and local level conferences, training sessions, meetings and gatherings

at which ACN's other training and product/service familiarization is scheduled

to occur so that Buyer may train the Representatives on products, processes, and

procedures to sell Energy Products;

(e) ACN and Buyer will agree from time to time to provide

Representatives material to be provided by Buyer for presentation through ACN's

website area(s) serving Representatives, including potential links to Buyer's

website area(s) intended to inform the Representatives of Energy Products

available for Representatives to sell;

(f) ACN will use its commercially reasonable efforts to promote the

agency relationship created hereunder to the Representatives;

(g) ACN will permit a representative of Buyer (a "Buyer RSG

Liaison") to work in ACN's offices housing its RSG (and provide an amount of

enclosed office space with a locking door customary for a senior executive) for

the purpose of assisting RSG management in

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understanding energy products, answering energy sales questions and generally

assisting with the interface between the two organizations (ACN and Buyer) with

respect to activities under this Agreement; and

(h) ACN will obtain and maintain any licenses or certificates

required to perform its obligations under this Agreement.

5. Duties of Buyer. Buyer shall provide Energy Products for the

Representatives to sell in accordance with the following terms:

(a) Buyer shall set all pricing and terms of service, as well as

establish the policies and procedures for the Representatives to sell Energy

Products for the Retail Energy Business;

(b) Buyer shall undertake all business functions relating to

customers generated by the Representatives pursuant to this Agreement,

including, but not limited to, order entry, provisioning, billing, collections,

energy supply and scheduling, utility interfaces, and customer tracking;

(c) Buyer shall provide ACN with reports and/or electronic data

reasonably satisfactory to ACN, at such times as are reasonably acceptable to

ACN, in order for ACN to properly administer its incentive compensation and

other programs for the Representatives and so that ACN may reconcile its records

with those of Buyer;

(d) Buyer shall be entitled to provide training for Representatives

at such times as may be reasonably acceptable to ACN at ACN's Representative

conventions, and regional training and orientation sessions and regional and

local level conferences, training sessions, meetings and gatherings at which

ACN's other training and product/service familiarization is scheduled to occur

and Buyer shall provide all product literature, contractual forms, and any other

materials needed for the Representatives (including web-based information) to be

able to sell Buyer energy products and services;

(e) Buyer may provide a Buyer RSG Liaison, which liaison shall be

reasonably acceptable to ACN, to be co-located in the offices of ACN housing its

RSG during the normal business hours of the RSG management; and

(f) Buyer will comply with all applicable energy federal, state and

local laws necessary to satisfy the purposes of this Agreement.

6. Commission Payment.

(a) Buyer shall pay ACN commission payments for all sales generated

by the Representatives in the following manner:

(i) For each (A) Transferred Customer and (B) ACN-sourced

Customer and ACN Call-Center-sourced Customer (i.e., excluding Post-Closing Call

Center

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Customers) which (1) is an Accepted Customer and (2) has been billed by Buyer

(each such customer hereinafter referred to as a "Representative-Sold

Customer"), Buyer shall pay ACN amounts equivalent to the actual commissions

(without taking into account any deduction by ACN from such commissions of ACN's

customary out-of-pocket costs) and which ACN, using its policies and procedures

as in effect on the date hereof (taking into account the deduction by Buyer of

the 10% of commission deduction by ACN for presumed bad-debt), will in turn pay

to the Representative(s) as such amounts are further defined and limited as

specified in Section 6(a)(ii) hereof. Except with the prior written consent of

Buyer, ACN shall direct the Representatives not to sell, and Buyer shall have no

obligation to pay ACN any commissions with respect to, any Energy Products other

than "standard offers".

(ii) Within ten (10) days after the end of each month, Buyer

shall provide ACN with a report (the "Billing Report") setting forth the billed

revenue from the sale of Energy Products with respect to all Representative-Sold

Customers during the prior month, and within ten (10) days after receiving the

Billing Report, ACN shall send Buyer the Commission Notice. Buyer shall pay any

undisputed commissions directly to ACN within sixty (60) days after the end of

the month to which the Commission Notice applies, with any disputed commission

paid, if necessary, promptly after resolution thereof by the parties. Each party

shall be entitled to conduct audits of the other's books and records as it deems

necessary or advisable in order to verify the information set forth in the

Billing Report or the Commission Notice, as applicable.

(b) All commission payments shall be made by Buyer directly to ACN.

ACN shall be solely liable for the payment of any and all compensation of

whatever kind to the Representatives, other out of pocket expenses incidental to

the paying of the Representatives or the Representatives' sale of Energy

Products and benefits received by such independent contractors (including the

Representatives). To the extent required, ACN (and not Buyer under any

circumstance) shall issue an IRS Form 1099 to each of the Representatives with

respect to any commissions or fees that any of the Representatives earns for the

Energy Products provided hereunder.

(c) Prior to an ACN customer becoming a Transferred Customer, Buyer

shall provide ACN the information necessary to calculate Representatives'

commissions substantially as set forth on Schedule A attached hereto and

thereafter ACN shall provide reports substantially as set forth on Schedule A

attached hereto so that Buyer may remit to ACN amounts in accordance with this

Section 6 which are commission amounts for ACN to pay to the Representatives.

(d) Subsequent to an ACN customer becoming a Transferred Customer,

and for all Representative-Sold Customers, Buyer shall provide ACN the

information necessary to calculate Representatives' commissions substantially as

set forth on Schedule A attached hereto and thereafter ACN shall provide reports

substantially as set forth on Schedule A attached hereto so that Buyer may remit

to ACN amounts in accordance with this Section 6 which are commission amounts

for ACN to pay to the Representatives.

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7. Customer Acquisition Payment Structure.

(a) During the Initial Agency Period, Buyer shall calculate, not

less frequently than by each month-end and shall report such calculation to ACN

within twenty (20) days after the end of each month, the sum of Transferred

Customers, ACN-Sourced Customers and Post-Closing Call Center Customers which it

has sent a bill to during the billing cycle ending as of the last day of the

immediately preceding month (hereafter referred to as "Agency Customers"). Buyer

shall have an obligation to pay ACN a Customer Acquisition Fee upon the earlier

to occur of (i) the expiration of the Initial Agency Period, or (ii) the day

immediately after the last day of the month during the Initial Agency Period on

which Buyer has at least [CONFIDENTIAL TREATMENT REQUESTED] Agency Customers

(the "Commencement Date"). The number of Agency Customers of Buyer on the

Commencement Date and on any month-end anniversary of the Commencement Date

which is greater than the highest prior Benchmark shall be referred to herein as

a "Benchmark" for the succeeding calendar month-end period (any such period, a

"Month-End Period"). A Customer Acquisition Fee, to the extent payable, shall be

paid by Buyer to ACN within 30 days of the expiration of the prior Month-End

Period, for each Agency Customer enrolled as of the end of the prior Month-End

Period in excess of the applicable Benchmark. Each party shall be entitled to

conduct audits of all reports, calculations and determinations made by the other

party with respect to the Customer Acquisition Fee.

(b) The "Customer Acquisition Fee" shall equal an amount calculated

by multiplying (i) the number of Agency Customers at the end of the Month-End

Period in excess of the applicable Benchmark by (ii) [CONFIDENTIAL TREATMENT

REQUESTED].

8. Payment of Customer Acquisition Fee(s) Post-Initial Period.

(a) Subject to the Share Issuance Limitation, upon the Commencement

Date, CEG shall place into escrow, pursuant to the Escrow Agreement, a number of

shares of CEG Common Stock, rounded down to the nearest whole number, determined

by dividing $1,250,000 by the Average Closing Price on the day immediately prior

to the Commencement Date.

(b) Within twenty (20) business days after the date of receipt of

the Billing Report (such date of receipt being referred to as a "Billing Report

Date") most closely following the conclusion of a Month-End Period, a number of

shares of CEG Common Stock shall be released from the escrow to ACN equal to (i)

the Customer Acquisition Fee payable by Buyer to ACN with respect to the

immediately prior Month-End Period divided by (ii) the Average Closing Price as

of the Billing Report Date. If there is no CEG Common Stock remaining on deposit

in the escrow at the time a release is required in accordance with the prior

sentence, subject to the Share Issuance Limitation, CEG shall promptly deposit

in escrow not less than a number of additional shares of CEG Common Stock equal

to (1) $1,250,000 divided by (2) the Average Closing Price as of the Billing

Report Date; provided, however, CEG shall have no obligation to deposit

additional shares of CEG Common Stock into escrow unless such shares have been

duly approved for listing on the American Stock Exchange (or such other national

exchange or quotation system upon which the CEG Common Stock is then listed or

quoted), provided that Buyer and CEG have used commercially reasonable efforts

to do so.

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(c) Notwithstanding any provision