COMMONWEALTH ENERGY CORP
EXHIBIT 10.21
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<TYPE>EX-10.21
<SEQUENCE>6
<FILENAME>a94018exv10w21.txt
<DESCRIPTION>EXHIBIT 10.21
<TEXT>
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                                                                   Exhibit 10.21

                               [EXELON LETTERHEAD]

Exelon Generation Company, LLC 800-355-8326
300 Exelon Way
Kennett Square, PA 19348


TO: Ian Carter

COMPANY: Commonwealth Energy Corporation (d/b/a/ electricAMERICA)

This confirmation letter ("Letter") shall confirm the agreement reached on July
22, 2003, between Commonwealth Energy Corporation and Exelon Generation Company,
LLC, for the sale and purchase under the terms and conditions as follows:

Seller: Exelon Generation Company, LLC ("Exelon")

Buyer: Commonwealth Energy Corporation ("Commonwealth")

Product: [Confidential Treatment Requested]

Term: [Confidential Treatment Requested]

Start Date: [Confidential Treatment Requested]

End Date: [Confidential Treatment Requested]

Quantity: [Confidential Treatment Requested]

Schedule: 7 x 24 (around the clock)

Delivery Point: Western Hub, PJM Interconnection

Price: [Confidential Treatment Requested]

Operations: Exelon will initiate a contract or contracts in eSchedules or its
successor. Such contract or contracts will be designated as "real-time" and will
identify Western Hub as source and sink.
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Payment: Exelon will bill Commonwealth twice per month in arrears in accordance
with the following billing schedule:

[Confidential Treatment Requested]



Enabling Authority: This Confirmation is entered into under that certain EEI
Master Power Purchase & Sale Agreement between Commonwealth and Exelon dated as
of July 1, 2003 (the "Master Agreement"). In the case of a conflict between the
terms of this Confirmation and the Master Agreement, the terms of this
Confirmation will govern over those of the Master Agreement. All terms not
defined herein shall have the meaning ascribed to them in the Master Agreement.


                                       -2-
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EXELON GENERATION COMPANY, LLC           COMMONWEALTH ENERGY CORPORATION




By:   /S/ IAN MCLEAN /KWC                 By:   /S/ IAN B. CARTER
   --------------------------------          -----------------------------------
Name: Ian McLean                          Name: Ian B. Carter

Title: President of Exelon Power Team     Title: Chairman & CEO



                                      -3-


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