Exhibit 10.1



THIS  NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES  LAWS.  THIS  NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO  THIS  NOTE  UNDER  SAID  ACT  AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.



                     AMENDED AND RESTATED SECURED TERM NOTE
                     --------------------------------------

     FOR  VALUE  RECEIVED, NEW CENTURY ENERGY CORP., a Colorado corporation (the
"COMPANY"),  hereby  promises  to  pay  to  LAURUS  MASTER  FUND,  LTD., c/o M&C
Corporate  Services Limited, P.O. Box 309 GT, Ugland House, South Church Street,
George  Town,  Grand Cayman, Cayman Islands, Fax: 345-949-8080 (the "HOLDER") or
its  registered  assigns or successors in interest, the sum of Nine Million Five
Hundred  Thousand  Dollars  ($9,500,000),  together  with any accrued and unpaid
interest  hereon,  on  January 2, 2007 (the "MATURITY DATE") if not sooner paid.

     Capitalized  terms  used  herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the  date hereof by and between the Company and the Holder (as amended, modified
and/or  supplemented  from  time  to  time,  the  "PURCHASE  AGREEMENT").

    The following terms shall apply to this Secured Term Note (this "NOTE"):

                                   ARTICLE I
                          CONTRACT RATE AND REDEMPTION

     1.1 Contract Rate. Subject to Sections 2.2 and 3.9, interest payable on the
         -------------
outstanding  principal amount of this Note (the "PRINCIPAL AMOUNT") shall accrue
at  a  rate  per  annum  equal  to  twenty  percent (20%) (the "CONTRACT RATE").
Interest  shall  be  (i)  calculated  on  the  basis of a 360 day year, and (ii)
payable  monthly,  in  arrears,  commencing  on  November  1, 2005, on the first
business day of each consecutive calendar month thereafter through and including
the  Maturity  Date,  and  on  the  Maturity  Date,  whether  by acceleration or
otherwise

     1.2  Repayments.  Amortizing  payments  of  the  aggregate Principal Amount
          ----------
outstanding  under  this  Note  at  any  time  together  with accrued and unpaid
interest  shall  be  made  by  the  Company on each Repayment Date (as hereafter
defined)  in  an amount equal to the Payment Amount (as hereafter defined). Each
such  Payment  Amount  shall be applied (a) first to any fees due and payable to
the  Holder  pursuant  to this Note, the Purchase Agreement or any other Related
Agreement, (b) then to accrued and unpaid interest due on this Note and (c) then
to the outstanding Principal Amount under this Note, in each case, in such order
as  the Holder shall determine in its sole discretion. Any outstanding Principal
Amount  together  with  any  accrued  and  unpaid interest and any and all other

<PAGE>

unpaid  amounts  which  are  then  owing by the Company to the Holder under this
Note, the Purchase Agreement and/or any other Related Agreement shall be due and
payable  on  the  Maturity  Date.  For  purposes  of  this Section, (a) the term
"PAYMENT  AMOUNT"  shall mean eighty percent (80%) of the gross proceeds paid to
the  Company  in respect of oil, gas and/or other hydrocarbon production arising
from  the  Company's  7.15%  working  interest  in  the  Wishbone  Field  in the
Lindholm-Hanson  Gas  Unit  located  in  McMullen  County,  Texas (the "Wishbone
Field"),  purchased  by  the Company pursuant to the Purchase and Sale Agreement
dated  September  2,  2005  between  the  Company and the seller of such working
interest  (the  "Production Payments") and (b) the term "REPAYMENT DATE" means a
date  not  later  than  five  (5)  days  following  the day on which the Company
receives  each  Production  Payment,  commencing  with  all  Production Payments
received by the Company after March 1, 2006 with respect to the production month
of January 2006 and each month thereafter. Notwithstanding anything contained in
this  Section  to  the  contrary,  if  during the 2006 calendar year the Company
drills  one  or  more  wells  in the Wishbone Field, then so long as no Event of
Default  shall have occurred and be continuing the Company shall be permitted to
deduct from each Payment Amount in respect of the Principal Amount then required
to  be made an amount sufficient to cover not more than the Company's then owing
7.25%  pro-rata  share of the drilling and completion costs associated with such
drilling, provided that in no event shall any such drilling and completion costs
be  deducted from the interest payments then due and owing by the Company to the
Holder  hereunder.

     1.3  Mandatory  Redemption. The total outstanding Principal Amount together
          ---------------------
with  any accrued and unpaid interest and any and all other unpaid amounts which
are  then  owing  by  the  Companies to the Holder under this Note, the Purchase
Agreement  and/or  any  other  Related Agreement shall be due and payable on the
Maturity  Date.

     1.4  Optional  Redemption.  The  Company  may  prepay  this Note ("OPTIONAL
          --------------------
REDEMPTION")  by  paying  to  the  Holder a sum of money equal to the Applicable
Principal  Amount  (as  defined below) together with accrued but unpaid interest
thereon and any and all other sums due, accrued or payable to the Holder arising
under  this Note, the Purchase Agreement and/or any other Related Agreement (the
"REDEMPTION  AMOUNT")  outstanding  on  the  Redemption Payment Date (as defined
below).  The  Company shall deliver to the Holder a written notice of redemption
(the  "NOTICE  OF  REDEMPTION") specifying the date for such Optional Redemption
(the  "REDEMPTION  PAYMENT  DATE"),  which date shall be seven (7) business days
after  the date of the Notice of Redemption. On the Redemption Payment Date, the
Redemption  Amount  must  be  paid in good funds to the Holder. In the event the
Company fails to pay the Redemption Amount on the Redemption Payment Date as set
forth herein, then such Notice of Redemption will be null and void. For purposes
of  this  Section  1.4, the "APPLICABLE PRINCIPAL AMOUNT" shall mean 100% of the
Principal  Amount  outstanding  at  the  time  of  such  prepayment.

                                   ARTICLE II
                                EVENTS OF DEFAULT

     2.1  Events  of  Default. The occurrence of any of the following events set
          -------------------
forth  in  this  Section  2.1  shall  constitute  an event of default ("EVENT OF
DEFAULT")  hereunder:

          (a)  Failure to Pay. The Company fails to pay when due any installment
               --------------
     of  principal, interest or other fees hereon in accordance herewith, or the
     Company  fails to pay any of the other Obligations (under and as defined in

<PAGE>

     the  Master  Security  Agreement)  when  due,  and,  in any such case, such
     failure  shall  continue  for a period of three (3) days following the date
     upon  which  any  such  payment  was  due.

          (b)  Breach  of  Covenant.  The  Company  or  any  of its Subsidiaries
               --------------------
     breaches  any  covenant  or any other term or condition of this Note in any
     material  respect  and  such  breach,  if  subject to cure, continues for a
     period  of  fifteen  (15)  days  after  the  occurrence  thereof.

          (c)  Breach  of  Representations  and  Warranties. Any representation,
               --------------------------------------------
     warranty  or  statement  made  or  furnished  by  the Company or any of its
     Subsidiaries  in  this  Note,  the  Purchase Agreement or any other Related
     Agreement  shall at any time be false or misleading in any material respect
     on  the  date  as  of  which  made  or  deemed  made.

          (d)  Default Under Other Agreements. The occurrence of any default (or
               ------------------------------
     similar  term)  in  the observance or performance of any other agreement or
     condition  relating  to  any  indebtedness  or contingent obligation of the
     Company or any of its Subsidiaries beyond the period of grace (if any), the
     effect  of  which  default  is to cause, or permit the holder or holders of
     such  indebtedness  or  beneficiary  or  beneficiaries  of  such contingent
     obligation  to  cause,  such indebtedness to become due prior to its stated
     maturity  or  such  contingent  obligation  to  become  payable;

          (e) Material Adverse Effect. Any change or the occurrence of any event
              -----------------------
     which  could  reasonably  be  expected  to  have a Material Adverse Effect;

          (f) Bankruptcy. The Company or any of its Subsidiaries shall (i) apply
              ----------
     for,  consent  to  or  suffer to exist the appointment of, or the taking of
     possession by, a receiver, custodian, trustee or liquidator of itself or of
     all  or  a substantial part of its property, (ii) make a general assignment
     for  the  benefit  of  creditors, (iii) commence a voluntary case under the
     federal  bankruptcy  laws  (as  now  or  hereafter  in  effect),  (iv)  be
     adjudicated  a  bankrupt  or insolvent, (v) file a petition seeking to take
     advantage  of  any  other  law  providing  for  the relief of debtors, (vi)
     acquiesce to, without challenge within ten (10) days of the filing thereof,
     or  failure  to have dismissed, within thirty (30) days, any petition filed
     against  it  in  any  involuntary case under such bankruptcy laws, or (vii)
     take  any  action  for  the  purpose  of  effecting  any  of the foregoing;

          (g)  Judgments.  Attachments  or  levies  in excess of $100,000 in the
               ---------
     aggregate  are made upon the Company or any of its Subsidiary's assets or a
     judgment  is  rendered against the Company's property involving a liability
     of more than $100,000 which shall not have been vacated, discharged, stayed
     or  bonded  within  thirty  (30)  days  from  the  entry  thereof;

          (h)  Insolvency. The Company or any of its Subsidiaries shall admit in
               ----------
     writing  its  inability,  or  be generally unable, to pay its debts as they
     become  due  or  cease  operations  of  its  present  business;

          (i)  Change  in Control. A Change in Control shall occur. A "Change in
               ------------------
     Control"  shall  arise  when  any  "Person"  or  "group" (as such terms are
     defined  in  Sections  13(d) and 14(d) of the Exchange Act, as in effect on
     the  date hereof) is or becomes the "beneficial owner" (as defined in Rules

<PAGE>

     13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35%
     or  more  on  a  fully  diluted basis of the then outstanding voting equity
     interest of the Company (other than a "Person" or "group" that beneficially
     owns 35% or more of such outstanding voting equity interests of the Company
     on  the  date  hereof)  or (ii) the Board of Directors of the Company shall
     cease  to  consist of a majority of the Company's board of directors on the
     date hereof (or directors appointed by a majority of the board of directors
     in  effect  immediately  prior  to  such  appointment);

          (j)  Indictment;  Proceedings. The indictment or threatened indictment
               ------------------------
     of  the  Company or any of its Subsidiaries or any executive officer of the
     Company  or  any  of  its  Subsidiaries  under  any  criminal  statute,  or
     commencement  or  threatened  commencement  of criminal or civil proceeding
     against  the Company or any of its Subsidiaries or any executive officer of
     the  Company  or  any  of  its  Subsidiaries  pursuant  to which statute or
     proceeding  penalties or remedies sought or available include forfeiture of
     any  of  the  property  of  the  Company  or  any  of  its  Subsidiaries;

          (k) The Purchase Agreement, Related Agreements, the June 2005 Purchase
              ------------------------------------------------------------------
     Agreement  and  the  June  2005 Related Agreements. (i) An Event of Default
     --------------------------------------------------
     shall  occur  under  and  as  defined  in the Purchase Agreement, any other
     Related  Agreement,  the Securities Purchase Agreement dated as of June 30,
     2005  by  and  between the Holder and the Company (as amended, modified and
     supplemented  from time to time, the "June 2005 Purchase Agreement") and/or
     any other document, instrument or agreement entered into in connection with
     the  transactions  contemplated  by  the  June  2005 Purchase Agreement (as
     amended,  modified  and  supplemented  from  time  to  time, the "June 2005
     Related  Agreements")  and/or  hereby  (ii)  the  Company  or  any  of  its
     Subsidiaries  shall  breach any term or provision of the Purchase Agreement
     or  any other Related Agreement in any material respect and such breach, if
     capable  of  cure,  continues  unremedied for a period of fifteen (15) days
     after  the occurrence thereof, (iii) the Company or any of its Subsidiaries
     attempts  to terminate, challenges the validity of, or its liability under,
     the  Purchase Agreement or any Related Agreement, (iv) any proceeding shall
     be  brought  to  challenge  the  validity,  binding  effect of the Purchase
     Agreement  or  any  Related  Agreement or (v) the Purchase Agreement or any
     Related  Agreement ceases to be a valid, binding and enforceable obligation
     of  the  Company  or any of its Subsidiaries (to the extent such persons or
     entities  are  a  party  thereto);  or

     2.2  Default  Interest. Following the occurrence and during the continuance
          -----------------
of  an  Event of Default, the Company shall pay additional interest on this Note
in  an  amount  equal  to  two  percent  (2%)  per  month,  and  all outstanding
obligations  under  this  Note,  the  Purchase  Agreement and each other Related
Agreement,  including unpaid interest, shall continue to accrue interest at such
additional  interest  rate from the date of such Event of Default until the date
such  Event  of  Default  is  cured  or  waived.

     2.3 Default Payment. Following the occurrence and during the continuance of
         ---------------
an  Event of Default, the Holder, at its option, may demand repayment in full of
all  obligations and liabilities owing by Company to the Holder under this Note,
the  Purchase  Agreement and/or any other Related Agreement and/or may elect, in
addition  to  all rights and remedies of the Holder under the Purchase Agreement
and  the  other  Related  Agreements  and all obligations and liabilities of the
Company  under  the  Purchase  Agreement  and  the  other Related Agreements, to

<PAGE>

require  the  Company to make a Default Payment ("DEFAULT PAYMENT"). The Default
Payment  shall  be  130%  of  the outstanding principal amount of the Note, plus
accrued but unpaid interest, all other fees then remaining unpaid, and all other
amounts  payable  hereunder.  The  Default Payment shall be applied first to any
fees  due  and  payable  to  the  Holder  pursuant  to  this  Note, the Purchase
Agreement,  and/or  the  other  Related  Agreements,  then to accrued and unpaid
interest  due on this Note and then to the outstanding principal balance of this
Note.  The Default Payment shall be due and payable immediately on the date that
the  Holder  has  exercised  its  rights  pursuant  to  this  Section  2.3.

                                   ARTICLE III
                                  MISCELLANEOUS

     3.1  Cumulative Remedies. The remedies under this Note shall be cumulative.
          -------------------

     3.2  Failure  or  Indulgence Not Waiver. No failure or delay on the part of
          ----------------------------------
the  Holder  hereof  in  the exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     3.3  Notices.  Any notice herein required or permitted to be given shall be
          -------
in  writing and provided in accordance with the terms of the Purchase Agreement.

     3.4  Amendment  Provision.  The  term "Note" and all references thereto, as
          --------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented,  and  any successor instrument as such successor instrument may be
amended  or  supplemented.

     3.5  Assignability.  This  Note  shall  be binding upon the Company and its
          -------------
successors  and  assigns,  and  shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements  of  the  Purchase Agreement. The Company may not assign any of its
obligations under this Note without the prior written consent of the Holder, any
such  purported  assignment  without  such  consent  being  null  and  void.

     3.6  Cost  of  Collection. In case of any Event of Default under this Note,
          --------------------
the  Company  shall  pay  the  Holder  reasonable costs of collection, including
reasonable  attorneys'  fees.

     3.7  Governing  Law,  Jurisdiction  and  Waiver  of  Jury  Trial.
          -----------------------------------------------------------

          (a)  THIS  NOTE  SHALL  BE  GOVERNED  BY AND CONSTRUED AND ENFORCED IN
     ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF NEW YORK, WITHOUT REGARD TO
     PRINCIPLES  OF  CONFLICTS  OF  LAW.

          (b)  THE  COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
     COURTS  LOCATED  IN  THE  COUNTY  OF NEW YORK, STATE OF NEW YORK SHALL HAVE

<PAGE>

     EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
     THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING
     TO  THIS  NOTE  OR  ANY  OF  THE  OTHER RELATED AGREEMENTS OR TO ANY MATTER
     ARISING  OUT  OF  OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS;
     PROVIDED,  THAT THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS
     MAY  HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK,
     STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE
     DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER
     LEGAL  ACTION  IN  ANY  OTHER  JURISDICTION  TO COLLECT THE OBLIGATIONS, TO
     REALIZE  ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
     ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE COMPANY
     EXPRESSLY  SUBMITS  AND  CONSENTS  IN  ADVANCE  TO SUCH JURISDICTION IN ANY
     ACTION  OR  SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES
     ANY  OBJECTION  WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
     IMPROPER  VENUE OR FORUM NON CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL
     SERVICE  OF  THE  SUMMONS,  COMPLAINT  AND OTHER PROCESS ISSUED IN ANY SUCH
     ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
     PROCESS  MAY  BE  MADE  BY  REGISTERED  OR  CERTIFIED MAIL ADDRESSED TO THE
     COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE
     SO  MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY'S ACTUAL
     RECEIPT  THEREOF  OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
     POSTAGE  PREPAID.

          (c)  THE  COMPANY  DESIRES  THAT  ITS  DISPUTES BE RESOLVED BY A JUDGE
     APPLYING  SUCH  APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
     OF  THE  BENEFITS  OF  THE  JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY
     HERETO  WAIVES  ALL  RIGHTS  TO  TRIAL  BY  JURY  IN  ANY  ACTION, SUIT, OR
     PROCEEDING  BROUGHT  TO  RESOLVE  ANY DISPUTE, WHETHER ARISING IN CONTRACT,
     TORT,  OR  OTHERWISE  BETWEEN  THE  HOLDER  AND THE COMPANY ARISING OUT OF,
     CONNECTED  WITH,  RELATED  OR  INCIDENTAL  TO  THE RELATIONSHIP ESTABLISHED
     BETWEEN  THEM  IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR
     THE  TRANSACTIONS  RELATED  HERETO  OR  THERETO.

     3.8  Severability.  In the event that any provision of this Note is invalid
          ------------
or  unenforceable  under  any  applicable  statute  or  rule  of  law, then such
provision  shall  be  deemed  inoperative  to  the  extent  that it may conflict
therewith  and  shall be deemed modified to conform with such statute or rule of
law.  Any  such provision which may prove invalid or unenforceable under any law
shall  not  affect the validity or enforceability of any other provision of this
Note.

     3.9 Maximum Payments. Nothing contained herein shall be deemed to establish
         ----------------
or  require  the payment of a rate of interest or other charges in excess of the
maximum  permitted  by  applicable  law.  In the event that the rate of interest
required to be paid or other charges hereunder exceed the maximum rate permitted
by  such  law,  any  payments  in  excess of such maximum rate shall be credited
against  amounts  owed  by  the  Company  to the Holder and thus refunded to the
Company.

<PAGE>

     3.10  Security  Interest  and  Guarantee.  The  Holder  has  been granted a
           ----------------------------------
security  interest  (i) in certain assets of the Company and its Subsidiaries as
more  fully described in the Master Security Agreement and in the Mortgage, Deed
of  Trust,  Security Agreement, Financing Statement and Assignment of Production
and  (ii) in the equity interests of the Companies' Subsidiaries pursuant to the
Stock  Pledge  Agreement  which such security interests, in each case, have been
reaffirmed and ratified pursuant to the Reaffirmation Agreement. The obligations
of  the  Company  under  this Note are guaranteed by certain Subsidiaries of the
Company  pursuant  to the Subsidiary Guaranty which guaranty has been reaffirmed
pursuant  to  the  Reaffirmation  Agreement.

     3.11  Construction.  Each  party  acknowledges  that  its  legal  counsel
           ------------
participated in the preparation of this Note and, therefore, stipulates that the
rule  of  construction  that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against  the  other

     3.12  Amendment  and  Restatement.  This  Note  amends  and restates in its
           ---------------------------
entirety  (and  is  given  in  substitution for but not in satisfaction of) that
certain Secured Term Note dated as of September 19, 2005 executed by the Company
in  favor  of  the  Holder  in  the original principal amount of $9,500,000 (the
"PRIOR  NOTE"). This Note does not effect a refinancing of all or any portion of
the  obligations  heretofore evidenced by the Prior Note, it being the intention
of  the  Company  and  the  Holder  to  avoid  effectuating  a  novation of such
obligations.

       [Balance of page intentionally left blank; signature page follows]

<PAGE>

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this Amended and Restated
Secured  Term  Note  to  be  signed  in its name effective as of the 19th day of
September,  2005.


                                 NEW CENTURY ENERGY CORP.

                                 By: /s/ Edward R. DeStefano
                                    ------------------------------
                                    Name: Edward R. DeStefano
                                    Title: President

WITNESS:

/s/ Betty J. Colbert
---------------------------

<PAGE>