Exhibit 10.25



                            NEW CENTURY ENERGY CORP.

                     AMENDED EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  AMENDED  EXECUTIVE  EMPLOYMENT  AGREEMENT  (this "Agreement") is made
between  New  Century  Energy Corp., a Colorado corporation (the "Company"), and
Edward  R.  DeStefano  ("Executive")  (collectively sometimes referred to as the
"Parties"  and  individually  sometimes  referred  to  as  "Each Party"). Unless
otherwise  indicated,  all  references  to  Sections  are  to  Sections  in this
Agreement.  This  Agreement is effective as of the "Effective Date" set forth in
Section  14  below.

                              W I T N E S S E T H:

     WHEREAS,  the  Company  and  Executive have previously entered into a three
year  Executive  Employment  Agreement,  effective  September 1, 2005 (the "2005
Agreement");

     WHEREAS,  the  Company  and  Executive  now desire to amend and replace the
terms  and  conditions  of  the 2005 Agreement, with the terms and conditions of
this  Agreement,  and  this  Agreement shall replace and supersede the terms and
conditions  of  the  2005 Agreement from the Effective Date of this Agreement as
written  below;  and

     WHEREAS,  the  Company  desires  to  obtain  the services of Executive, and
Executive  desires  to  be employed by the Company upon the terms and conditions
hereinafter  set  forth;

     NOW,  THEREFORE,  in  consideration  of the premises, the agreements herein
contained  and other good and valuable consideration, receipt of which is hereby
acknowledged,  the  parties  hereto  agree  as  of  the  date hereof as follows:

     1. Employment. The Company hereby agrees to employ Executive, and Executive
hereby agrees to serve the Company, as its Chief Executive Officer and President
("Employment")  for  a period of three (3) calendar years beginning on September
1, 2005 and ending on December 31, 2008, which Employment shall be renewable for
successive  one  (1)  year terms at 110% of the Yearly Salary then in effect (as
defined  under  Section  3(a)),  unless  either the Company or Executive provide
notice  of  their  intent  to terminate this Agreement prior to thirty (30) days
before  the date this Agreement is to terminate, or such notice is waived by the
other  party.

     2.  Scope  of  Employment.

          (a)  During  the  Employment,  Executive will serve as Chief Executive
     Officer  and  President.  In that connection, Executive will (i) devote his
     full-time,  attention, and energies to the business of the Company and will
     diligently  and  to  the best of his ability perform all duties incident to
     his  employment  hereunder;  (ii)  use  his  best  efforts  to  promote the
     interests  and goodwill of the Company; and (iii) perform such other duties
     commensurate  with  his office as the Board of Directors of the Company may
     from  time-to-time  assign  to  him.

          (b)  Section  2(a) shall not be construed as preventing Executive from
     (i) serving on corporate, civic or charitable boards or committees, or (ii)
     making  investments in other businesses or enterprises; provided that in no
     event  shall  any such service, business activity or investment require the
     provision  of  substantial  services  by Executive to the operations or the

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     affairs  of  such businesses or enterprises such that the provision thereof
     would  interfere  in any respect with the performance of Executive's duties
     hereunder;  and  subject  to  Section  6.

     3.  Compensation and Benefits During Employment. During the Employment, the
Company  shall  provide  compensation  to  Executive  as  follows.

          (a)  Executive  shall receive a different "Yearly Salary" depending on
     the  year  which  Executive  is  employed  under this Agreement, including:

               (i)  a  Yearly Salary of $200,000 for the year ended December 31,
          2005,  of  which  approximately  $66,667 is payable to Executive under
          this  Agreement  for  the  four month period beginning on September 1,
          2005  and  ending  on  December  31,  2005;

               (ii)  a  Yearly  Salary  of  $225,000  for  the five month period
          beginning  on  January  1,  2006  and  ending on May 31, 2006 of which
          approximately  $93,750  is  payable  to Executive under this Agreement
          during  such  five  month  period  (which period represents the Yearly
          Salary Executive was to earn under the 2005 Agreement, from January 1,
          2006  until  the  Effective  Date  of  this  Agreement);

               (iii)  a  Yearly  Salary  of  $325,000 for the seven month period
          beginning  on  June 1, 2006, and ending on December 31, 2006, of which
          approximately  $189,583  is  payable to Executive under this Agreement
          during such seven month period (which period represents the new Yearly
          Salary  in  effect  for  Executive  as  of  the Effective Date of this
          agreement  until  December  31,  2006);  and

               (vi)  a  Yearly  Salary  of  $350,000 for the twelve month period
          beginning  January  1,  2007  and  ending  December  31,  2008.

          (b)  Executive  shall be entitled to a one-time bonus in the amount of
     $10,000  payable  within  ten  (10)  days  of  Executive's  entry into this
     Agreement  in consideration for Executive's help and guidance in connection
     with  the  Company's  wholly-owned  subsidiary,  Gulf Coast Oil Corporation
     closing  the  purchase  of the $33,000,000 acquisition of certain undivided
     interests  in  producing  properties  as  well  as  undeveloped oil and gas
     mineral  leases totaling 9,167 acres and other related assets and contracts
     in  McMullen  County,  Texas.

          (c) In addition to Executive's Yearly Salary, Executive may be granted
     bonus payments of cash or shares of the Company's common stock from time to
     time  at  the  discretion  of  the  Company's  Board  of  Directors.

          (d)  The  Company  shall  reimburse  Executive  for  business expenses
     incurred  by Executive in connection with the Employment in accordance with
     the  Company's  then-current  policies.

          (e)  The  Company  hereby  agrees to give Executive a car allowance of
     $750.00  per  month to be spent on obtaining and maintaining transportation
     for  Executive.

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          (f)  Executive will be entitled to participate in any health insurance
     or  other  employee benefit plan which the Company may adopt in the future.

          (g)  Executive will be entitled to fourteen (14) days of paid time off
     (PTO)  per  year.  PTO  days  shall  begin  on  the 1st of January for each
     successive  year.  PTO  days  shall  begin  on  the 1st of January for each
     successive  year. Unused PTO days shall roll-over into the next year. Other
     than the use of PTO days for illness or personal emergencies, PTO days must
     be  pre-approved  by  the  Company.

          (h) Executive will be entitled to participate in any incentive program
     or  discretionary  bonus program of the Company which may be implemented in
     the  future  by  the  Board  of  Directors.

          (i) Executive will be entitled to participate in any stock option plan
     of  the  Company  which  may  be  approved  in  the  future by the Board of
     Directors.

          Any  act,  or failure to act, based upon authority given pursuant to a
     resolution  duly  adopted  by the Board or based upon the advice of counsel
     for the Company shall be conclusively presumed to be done, or omitted to be
     done,  by  Executive in good faith and in the best interests of the Company
     and  thus  shall  not  be  deemed  grounds  for  Termination  for  Cause.

     4.  Confidential  Information.

          (a)  Executive  acknowledges  that  the  law provides the Company with
     protection  for  its  trade secrets and confidential information. Executive
     will  not  disclose,  directly  or  indirectly,  any  of  the  Company's
     confidential  business information or confidential technical information to
     anyone  without authorization from the Company's management. Executive will
     not  use  any  of  the  Company's  confidential  business  information  or
     confidential  technical  information in any way, either during or after the
     Employment  with  the  Company,  except  as  required  in the course of the
     Employment.

          (b) Executive will strictly adhere to any obligations that may be owed
     to  former  employers  insofar  as  Executive's  use or disclosure of their
     confidential  information  is  concerned.

          (c)  Information  will  not  be  deemed  part  of  the  confidential
     information  restricted  by  this Section 4 if Executive can show that: (i)
     the  information  was  in  Executive's  possession  or  within  Executive's
     knowledge  before  the  Company  disclosed  it  to  Executive;  (ii)  the
     information  was or became generally known to those who could take economic
     advantage  of  it;  (iii)  Executive  obtained the information from a party
     having  the  right  to  disclose  it  to Executive without violation of any
     obligation  to  the  Company, or (iv) Executive is required to disclose the
     information  pursuant  to  legal  process (e.g., a subpoena), provided that
     Executive notifies the Company immediately upon receiving or becoming aware
     of  the  legal  process  in question. No combination of information will be
     deemed  to  be  within any of the four exceptions in the previous sentence,
     however,  whether  or not the component parts of the combination are within
     one  or  more  exceptions,  unless  the combination itself and its economic
     value  and  principles of operation are themselves within such an exception
     or  exceptions.

          (d) All originals and all copies of any drawings, blueprints, manuals,
     reports,  computer programs or data, notebooks, notes, photographs, and all
     other  recorded,  written,  or  printed  matter  relating  to  research,
     manufacturing  operations,  or  business of the Company made or received by
     Executive  during  the  Employment  are  the  property of the Company. Upon

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     Termination  of  the  Employment,  whether or not for Cause, Executive will
     immediately  deliver  to  the Company all property of the Company which may
     still  be in Executive's possession. Executive will not remove or assist in
     removing such property from the Company's premises under any circumstances,
     either  during  the  Employment  or  after  Termination  thereof, except as
     authorized  by  the  Company's  management.

          (e)  For a period of one (1) year after the date of Termination of the
     Employment,  Executive  will  not,  either  directly or indirectly, hire or
     employ  or offer or participate in offering employment to any person who at
     the  time  of  such  Termination or at any time during such one year period
     following  the  time  of  such  Termination  was an employee of the Company
     without  the  prior  written  consent  of  the  Company.

     5.  Ownership  of  Intellectual  Property.

          (a)  The  Company will be the sole owner of any and all of Executive's
     Trade  Secrets  all  of which enable the Company to compete successfully in
     its  business.  As  an  express  condition  of  this  Agreement,  Executive
     covenants  and  agrees: to treat all such matters relating to the Company's
     business, including all geological, geophysical, engineering, and land data
     relating  to  Company  properties  and  any  of  the  Company's  business
     operations,  methods,  procedures,  or  activities  as  trade  secrets  and
     confidential  information  entrusted  to  Executive,  solely for use in his
     capacity  as  an  employee under the terms of this Agreement, and Executive
     will  not  divulge  such  information  in any way to persons outside of the
     Company  or  utilize  such  information  other  than  in his capacity as an
     employee  under  the terms of this Agreement during or after the expiration
     or  termination  of  this  Agreement  for  any  reason  whatsoever.

          (b)  For  purposes  of  this  Agreement,  "Trade  Secret"  means  all
     inventions,  discoveries,  prospects  and  improvements (including, without
     limitation,  any  information  relating  to  manufacturing  techniques,
     processes,  formulas,  developments or experimental work, work in progress,
     or  business  trade  secrets),  along  with  any and all other work product
     relating  thereto.

          (c)  A  Trade  Secret  is  "related  to  the  Company's  business"
     ("Company-Related  Trade  Secret")  if it is made, conceived, or reduced to
     practice  by  Executive  (in whole or in part, either alone or jointly with
     others,  whether  or  not  during  regular  working  hours), whether or not
     potentially  patentable  or  copyrightable in the U.S. or elsewhere, and it
     either:  (i)  involves  equipment,  supplies,  facilities,  or trade secret
     information  of the Company; (ii) involves the time for which Executive was
     or  is  to  be compensated by the Company; (iii) relates to the business of
     the  Company  or  to  its  actual  or demonstrably anticipated research and
     development;  or  (iv) results, in whole or in part, from work performed by
     Executive  for  the  Company.

          (d)  Executive  will  promptly  disclose  to  the  Company,  or  its
     nominee(s),  without  additional  compensation,  all  Company-Related Trade
     Secrets.

          (e)  Executive  will  assist the Company, at the Company's expense, in
     protecting  any intellectual property rights that may be available anywhere
     in the world for such Company-Related Trade Secrets, including signing U.S.
     or  foreign  patent  applications,  oaths  or declarations relating to such
     patent  applications,  and  similar  documents.

          (f)  To  the  extent that any Company-Related Trade Secret is eligible
     under  applicable  law to be deemed a "work made for hire," or otherwise to
     be  owned  automatically by the Company, it will be deemed as such, without
     additional  compensation to Executive. In some jurisdictions, Executive may

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     have a right, title, or interest ("Right," including without limitation all
     right,  title,  and  interest  arising  under  patent  law,  copyright law,
     trade-secret  law, or otherwise, anywhere in the world, including the right
     to  sue  for present or past infringement) in certain Company-Related Trade
     Secrets that cannot be automatically owned by the Company. In that case, if
     applicable  law  permits Executive to assign Executive's Right(s) in future
     Company-Related  Trade  Secrets at this time, then Executive hereby assigns
     any  and  all such Right(s) to the Company, without additional compensation
     to  Executive;  if  not,  then  Executive agrees to assign any and all such
     Right(s) in any such future Company-Related Trade Secrets to the Company or
     its  nominee(s) upon request, without additional compensation to Executive.

     6.  Non-competition.  As  a  condition  to,  and  in  consideration of, the
Company's  entering  into this Agreement, and giving Executive access to certain
confidential and proprietary information, which Executive recognizes is valuable
to  the  Company  and,  therefore,  its protection and maintenance constitutes a
legitimate  interest  to  be  protected  by  the provisions of this Section 6 as
applied  to  Executive  and other employees similarly situated to Executive, and
for ten dollars ($10) and other good and valuable consideration, the receipt and
sufficiency  of  which Executive hereby acknowledges, Executive acknowledges and
hereby  agrees  as  follows:

          (a)  that  Executive  is  and  will  be engaged in the business of the
     Company;

          (b)  that  Executive  has  occupied a position of trust and confidence
     with the Company prior to the Effective Date, and that during the period of
     Executive's  Employment  under  this  Agreement,  Executive  has, and will,
     become familiar with the Company's trade secrets and with other proprietary
     and  confidential  information  concerning  the  Company;

          (c) that the obligations of this Agreement are directly related to the
     Employment  and  are necessary to protect the Company's legitimate business
     interests;  and that the Company's need for the covenants set forth in this
     Agreement  is  based  on the following: (i) the substantial time, money and
     effort expended and to be expended by the Company in developing oil and gas
     investment, acquisition, exploration and drilling opportunities and similar
     confidential  information;  (ii) the fact that Executive will be personally
     entrusted  with  the  Company's  confidential  and proprietary information;
     (iii)  the  fact  that, after having access to the Company's data and other
     confidential  information,  Executive  could  become  a  competitor  of the
     Company;  and (iv) the highly competitive nature of the Company's industry,
     including  the  premium  that competitors of the Company place on acquiring
     proprietary  and  competitive  information;  and

          (d)  that  for  a  period  commencing on the Effective Date and ending
     twelve  (12)  months  following  Termination  as  provided  in  Section 11,
     Executive  will  not,  directly  or  indirectly,  serve as employee, agent,
     consultant, stockholder, director, co-partner or in any other individual or
     representative  capacity,  own, operate, manage, control, engage in, invest
     in or participate in any manner in, act as consultant or advisor to, render
     services for (alone or in association with any person, firm, corporation or
     entity),  or  otherwise  assist  any  person  or  entity  that  directly or
     indirectly  engages or proposes to engage in (i) competing with the Company
     on exploration or development of any oil and gas leases within one (1) mile
     of  any  seismic  line  acquired, purchased or shot for the Company or (ii)
     within  one  (1) mile of any oil and gas property owned and operated by the
     Company  (iii) Executive further agrees that he will not engage or cause or
     assist  any third party to engage in the exploration, leasing, development,
     or marketing of any Prospects or leasehold interests within one (1) mile of
     any  Company  owned  or  operated  properties;  provided,  however

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          (e)  that  nothing  contained  herein  shall  be  construed to prevent
     Executive  from  investing  in  the  stock  or  securities of any competing
     corporation listed on any recognized national securities exchange or traded
     in  the  over the counter market in the United States, but only if (i) such
     investment  is  of  a totally passive nature and does not involve Executive
     devoting  time  to  the  management  or  operations of such corporation and
     Executive  is  not  otherwise involved in the business of such corporation;
     and  if  (ii)  Executive  and  his  associates  (as such term is defined in
     Regulation  14(A) promulgated under the Securities Exchange Act of 1934, as
     in  effect  on  the  Effective Date), collectively, do not own, directly or
     indirectly,  more  than an aggregate of two percent (2%) of the outstanding
     stock  or  securities  of  such  corporation.

     7.  Legal  Fees  and  Expenses.  In the event of a lawsuit, arbitration, or
other  dispute-resolution  proceeding  between the Company and Executive arising
out of or relating to this Agreement, the prevailing party, in the proceeding as
a  whole  and/or in any interim or ancillary proceedings (e.g., opposed motions,
including  without  limitation  motions  for preliminary or temporary injunctive
relief)  will be entitled to recover its reasonable attorneys' fees and expenses
unless  the court or other forum determines that such a recovery would not serve
the  interests  of  justice.

     8.  Successors.

          (a)  This  Agreement shall inure to the benefit of and be binding upon
     (i)  the  Company  and  its  successors  and  assigns;  (ii)  Executive and
     Executive's heirs and legal representatives, except that Executive's duties
     and responsibilities under this Agreement are of a personal nature and will
     not  be  assignable  or  delegable in whole or in part; and (iii) Executive
     Parties  as  provided  in  Section  10.

          (b)  The  Company  will  require  any  successor  (whether  direct  or
     indirect,  by  purchase, merger, consolidation, Acquisition, acquisition of
     the controlling interest of the Company's common stock or otherwise) to all
     or substantially all of the business and/or assets of the Company to assume
     expressly and agree to perform this Agreement in the same manner and to the
     same  extent  that  the  Company would be required to perform it if no such
     succession  had taken place. As used in this Agreement, "the Company" shall
     mean  the Company as hereinbefore defined and any successor to its business
     and/or  assets  as  aforesaid  which  assumes  and  agrees  to perform this
     Agreement  by  operation  of  law,  or  otherwise.

     9.  Arbitration.

          (a)  Except  as set forth in paragraph (b) of this Section 9 or to the
     extent  prohibited  by  applicable  law,  any dispute, controversy or claim
     arising  out  of or relating to this Agreement will be submitted to binding
     arbitration  before  a  single  arbitrator  in accordance with the National
     Rules for the Resolution of Employment Disputes of the American Arbitration
     Association  in  effect  on  the  date  of the demand for arbitration. If a
     dispute  should  arise under this Agreement, either party may, within sixty
     (60)  days  after  the  dispute  arises,  make  a demand for arbitration by
     sending  a demand in writing to the other. The question(s) to be decided by
     the  arbitrators  shall  be  stated  in  writing in the written request for
     arbitration  and  the jurisdiction of the arbitrators shall be limited to a
     decision  of  the  question  so  stated  in  writing.

          The  parties  may  agree  upon  one  arbitrator, but in the event they
     cannot  do  so  within  fifteen days, there shall be three arbitrators, one
     named in writing by each of the parties within thirty days after the demand

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     for  arbitration  is  made,  and  a  third to be chosen by the two so named
     within  the following fifteen days. There shall be no communication between
     any  party  and  an  arbitrator other than at oral hearings or in documents
     that  are  currently  provided  to the parties by certified mail or, if the
     documents  are  presented  during  the  hearing,  by  hand  delivery.

          Arbitration  shall  take  place  before  the  arbitrator,  who  will
     preferably  but  not  necessarily  be  a lawyer but who shall have at least
     fifteen  (15)  years'  experience  in  working  in  or  with  oil  and  gas
     exploration  and  production  companies. The arbitration may proceed in the
     absence  of any party that, after due notice, fails to be present. An award
     shall  not  be made solely on the default of a party. The arbitrators shall
     require the party who is present to submit such evidence as the arbitrators
     may  require  for  the  making  of  an  award.

          Unless  otherwise  agreed  by  the parties, the arbitration shall take
     place in Houston, Texas where Executive's principal office space is located
     at the time of the dispute or was located at the time of Termination of the
     Employment  (if  applicable). The arbitrator is hereby directed to take all
     reasonable  measures  not  inconsistent  with  the  interests of justice to
     expedite,  and minimize the cost of, the arbitration proceedings. The award
     shall  be made promptly and, unless otherwise agreed by all the parties, no
     later than thirty days from the date of closing of the arbitration hearing.
     If  there  is  only  one  arbitrator,  his  decision  shall  be binding and
     conclusive  on the parties. If there are three arbitrators, the decision of
     any  two  shall  be  binding  and  conclusive

          (b)  To  protect  inventions,  trade  secrets,  or  other confidential
     information  of Section 4, and/or to enforce the non-competition provisions
     of Section 6, the Company may seek temporary, preliminary, and/or permanent
     injunctive  relief  in  a  court  of  competent jurisdiction, in each case,
     without  waiving  its  right  to  arbitration.

          (c)  At  the  request  of  either  party,  the arbitrator may take any
     interim  measures  s/she deems necessary with respect to the subject matter
     of  the dispute, including measures for the preservation of confidentiality
     set  forth  in  this  Agreement.

          (d)  Judgment upon the award rendered by the arbitrator may be entered
     in  any  court  having  jurisdiction.

     10.  Indemnification.

          (a)  The  Company agrees to indemnify and hold harmless Executive, his
     nominees  and/or  assigns (a reference in this Section 10 to Executive also
     includes  a  reference  to Executive's nominees and/or assigns) against any
     and all losses, claims, damages, obligations, penalties, judgments, awards,
     liabilities,  costs,  expenses  and  disbursements (incurred in any and all
     actions,  suits,  proceedings and investigations in respect thereof and any
     and  all  legal  and  other  costs,  expenses  and  disbursements in giving
     testimony  or furnishing documents in response to a subpoena or otherwise),
     including without limitation, the costs, expenses and disbursements, as and
     when  incurred,  of  investigating, preparing or defending any such action,
     suit,  proceeding  or  investigation  that  is  in  any  way related to the
     Executive's  employment with the Company (whether or not in connection with
     any  action  in  which the Executive is a party). Such indemnification does
     not apply to acts performed by Executive, which are criminal in nature or a
     violation of law. The Company also agrees that Executive shall not have any
     liability  (whether  direct or indirect, in contract or tort, or otherwise)
     to the Company, for, or in connection with, the engagement of the Executive
     under  the Agreement, except to the extent that any such liability resulted
     primarily  and  directly  from  Executive's  gross  negligence  and willful
     misconduct.

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          (b)  These  indemnification  provisions  shall  be  in addition to any
     liability  which the Company may otherwise have to Executive or the persons
     indemnified  below  in this sentence and shall extend to the following: the
     Executive,  his  affiliated  entities,  partners, employees, legal counsel,
     agents,  and  controlling  persons  (within  the  meaning  of  the  federal
     securities  laws),  and  the officers, directors, employees, legal counsel,
     agents,  and  controlling  persons  of  any of them (collectively, the "the
     Executive  Parties").

          (c)  If any action, suit, proceeding or investigation is commenced, as
     to  which  any  of  the Executive parties propose indemnification under the
     Agreement,  they  shall  notify  the  Company  with  reasonable promptness;
     provided  however,  that  any  failure  to  so notify the Company shall not
     relieve  the  Company from its obligations hereunder. The Executive Parties
     shall  have the right to retain counsel of their own choice (which shall be
     reasonably  acceptable  by  the Company) to represent them, and the Company
     shall  pay  fees,  expenses  and  disbursements  of  such counsel; and such
     counsel  shall,  to  the  extent  consistent  with  its  professional
     responsibilities,  cooperate with the Company and any counsel designated by
     the  Company.  The  Company shall be liable for any settlement of any claim
     against  the  Executive  Parties  made  with the Company's written consent,
     which  consent  shall  not be unreasonably withheld. The Company shall not,
     without  the  prior  written  consent of the party seeking indemnification,
     which  shall not be reasonably withheld, settle or compromise any claim, or
     permit  a  default  or  consent  to  the  entry  of any judgment in respect
     thereof,  unless  such  settlement,  compromise  or consent includes, as an
     unconditional term thereof, the giving by the claimant to the party seeking
     indemnification  of  an unconditional release from all liability in respect
     of  such  claim.

          (d)  The  indemnification  provided  by  this  Section 10 shall not be
     deemed  exclusive  of,  or  to  preclude,  any  other rights to which those
     seeking  indemnification  may  at  any time be entitled under the Company's
     Articles  of  Incorporation,  Bylaws,  any  law,  agreement  or  vote  of
     shareholders  or disinterested Directors, or otherwise, or under any policy
     or  policies of insurance purchased and maintained by the Company on behalf
     of  Executive,  both as to action in his Employment and as to action in any
     other  capacity.

          (e)  Executive  shall  be  entitled  to reasonable expenses (including
     court costs and attorneys' fees) incurred by Executive, if Executive serves
     as a witness or is threatened to be made a named defendant or respondent in
     a  threatened,  pending  or  completed  action, suit or proceeding, whether
     civil,  criminal,  administrative, arbitrative or investigative, any appeal
     in  such  an  action,  suit or proceeding, and any inquiry or investigation
     that  could  lead  to  such  an  action,  suit  or  proceeding  (each  a
     "Proceeding"),  shall  be  paid  by  the Company at reasonable intervals in
     advance  of  the  final disposition of such Proceeding after receipt by the
     Company  of:

               (i)  a  written affirmation by Executive of his good faith belief
          that  he has met the standard of conduct necessary for indemnification
          by  the  Company;  and

               (ii)  a  written  undertaking by or on behalf of the Executive to
          repay  the  amount  paid  or  reimbursed  by  the  Company if it shall
          ultimately  be determined that he is not entitled to be indemnified by
          the Company. Such written undertaking shall be an unlimited obligation
          of  the  Executive  but  need  not  be  secured and it may be accepted
          without  reference  to  financial  ability  to  make  repayment.

          Notwithstanding  any  other  provision of this Section 10, the Company
     may  pay or reimburse expenses incurred by Executive in connection with his

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     appearance  as  a  witness or other participation in a Proceeding at a time
     when  he  is  not  named  a  defendant  or  respondent  in  the Proceeding.

          (f)  Neither Termination nor completion of the Employment shall effect
     these  indemnification  provisions which shall then remain operative and in
     full  force  and  effect.

     11.  Termination

     This  Agreement  and  the  employment  relationship  created  hereby  will
terminate  (i) upon the disability or death of Executive under Section 11 (a) or
11(b); (ii) with cause under Section 11 (c); (iii) for good reason under Section
11  (d);  or  (iv)  without  cause  under  Section  11(e).

          (a)  Disability.  The  Company  shall  have the right to terminate the
     employment  of  Executive  under this Agreement for disability in the event
     Executive suffers an injury, illness, or incapacity of such character as to
     prevent  him from performing his duties without reasonable accommodation by
     Executive  hereunder for a period of more than thirty (30) consecutive days
     upon  Company  giving  at  least  thirty  (30)  days  written  notice  of
     termination.

          (b)  Death.  This  Agreement  will  terminate  on  the  Death  of  the
     Executive.

          (c)  With  Cause. The Company may terminate this Agreement at any time
     because  of, (i) the conviction of Executive of an act or acts constituting
     a  felony  or other crime involving moral turpitude, dishonesty or theft or
     fraud;  or  (ii)  Executive's  gross  negligence  in the performance of his
     duties  hereunder.

          (d)  Good Reason. The Executive may terminate his employment for "Good
     Reason"  by  giving  Company  ten  (10)  days  written  notice  if:

               (i)  he  is  assigned,  without  his express written consent, any
          duties  materially  inconsistent  with  his  positions,  duties,
          responsibilities,  or  status with Company as of the date hereof, or a
          change  in his reporting responsibilities or titles as in effect as of
          the  date  hereof;

               (ii)  his  compensation  is  reduced;  or

               (iii)  The  Company  does  not  pay  any  material  amount  of
          compensation  due  hereunder  and then fails either to pay such amount
          within  the  ten  (10)  day  notice  period  required  for termination
          hereunder  or  to  contest in good faith such notice. Further, if such
          contest  is  not  resolved  within thirty (30) days, the Company shall
          submit  such  dispute  to  arbitration  under  Section  9.

          (e) Without Cause. Company may terminate this Agreement without cause.

     Any  act,  or  failure  to  act,  based  upon authority given pursuant to a
resolution  duly  adopted  by the Company's Board of Directors or based upon the
advice  of counsel for the Company shall be conclusively presumed to be done, or

<PAGE>

omitted  to be done, by Executive in good faith and in the best interests of the
Company  and  thus  shall  not be deemed grounds for Termination for Cause under
Section  10(c)  above.

     12.  Obligations  of  Company  Upon  Termination.

          (a) In the event of the termination of Executive's employment pursuant
     to  Section  11  (a),  Executive  will  be  entitled to a one time lump sum
     payment equal to 50% of the full Yearly Salary then in effect (for example,
     if Executive is terminated under Section 12(b) in the third year covered by
     this  Agreement  (during  the  period from January 1, 2007 and December 31,
     2007),  Executive  shall  be  entitled  to  a  one time lump sum payment of
     $175,000), in addition to all payments of salary earned through the date of
     termination,  which  shall  be  immediately  due  and  payable  (plus  life
     insurance  or  disability  benefits),  which  payment  shall  be payable to
     Executive  within  thirty  (30)  days  of  the  Company's written notice of
     termination  to  be  provided  to  Executive  under  Section  11(a), above.

          (b) In the event of the termination of Executive's employment pursuant
     to  Section  11  (b)  or  (c),  Executive  will  be  entitled  only  to the
     compensation  earned  by  him  hereunder as of the date of such termination
     (plus  life  insurance  or  disability  benefits).

          (c) In the event of the termination of Executive's employment pursuant
     to  Section  11  (d)  or  (e),  Executive  will  be  entitled to receive as
     severance pay, a one time lump sum payment equal to 150% of the full Yearly
     Salary  then  in  effect  (for  example,  if  Executive is terminated under
     Section  12(b)  in  the  third  year  covered by this Agreement (during the
     period  from  January  1,  2007  and December 31, 2007), Executive shall be
     entitled  to  a  one time lump sum payment of $525,000), in addition to all
     payments  of  salary earned through the date of termination, which shall be
     immediately due and payable. Provided however that any payment of severance
     under  this  Section  12(b)  is  contingent  upon execution of a Settlement
     Agreement  and  Mutual  Release  releasing  the  Company  from  any and all
     obligations  under  this  Agreement.

          (d)  In  the  event  of  termination  of  Executive's  employment, the
     indemnification  provisions  of  Section 10. Indemnification, shall survive
     the  termination  of the Executive in respect to ongoing obligations of the
     Company  to  pay  legal  and other costs in any action, suit, proceeding or
     investigation  in  accordance  with  Section  10.

     13.  Other  Provisions.

          (a)  All notices and statements with respect to this Agreement must be
     in  writing.  Notices  to the Company shall be delivered to the Chairman of
     the  Board  or  any  vice  president  of  the  Company,  if any. Notices to
     Executive  may  be  delivered to Executive in person or sent to Executive's
     then-current  mailing  address  as  indicated  in  the  Company's  records.

          (b)  This  Agreement  sets  forth  the entire agreement of the parties
     concerning  the  subjects  covered  herein;  there  are  no  promises,
     understandings, representations, or warranties of any kind concerning those
     subjects  except  as  expressly  set  forth  in  this  Agreement.

          (c)  Any  modification of this Agreement must be in writing and signed
     by all parties; any attempt to modify this Agreement, orally or in writing,
     not  executed  by  all  parties  will  be  void.

          (d)  If  any provision of this Agreement, or its application to anyone
     or  under  any circumstances, is adjudicated to be invalid or unenforceable

<PAGE>

     in  any  jurisdiction,  such invalidity or unenforceability will not affect
     any  other  provision  or  application of this Agreement which can be given
     effect  without  the  invalid or unenforceable provision or application and
     will  not  invalidate or render unenforceable such provision or application
     in  any  other  jurisdiction.

          (e)  This Agreement will be governed and interpreted under the laws of
     the  United States of America and the laws of the State of Texas as applied
     to  contracts  made  and  carried  out  in  Texas  by  residents  of Texas.

          (f)  No  failure on the part of any party to enforce any provisions of
     this Agreement will act as a waiver of the right to enforce that provision.

          (g)  Section headings are for convenience only and shall not define or
     limit  the  provisions  of  this  Agreement.

          (h)  This  Agreement  may be executed in several counterparts, each of
     which  is  an  original.  It shall not be necessary in making proof of this
     Agreement  or  any  counterpart hereof to produce or account for any of the
     other  counterparts. A copy of this Agreement signed by one party and faxed
     to another party shall be deemed to have been executed and delivered by the
     signing party as though an original. A photocopy of this Agreement shall be
     effective  as  an  original  for  all  purposes.

     14.  Summary  of  Terms  of  Employment

          Effective  Date                June  1,  2006

          Term  &  Commitment            Three  Years,  full-time,  renewable

          Office  / Position             Chief Executive Officer and President

          Salary                         As  described under Section 3(a) herein










        [Remainder of page left intentionally blank.  Signatures follow.]

<PAGE>

     This  Agreement  contains  provisions  requiring  binding  arbitration  of
disputes. By signing this Agreement, Executive acknowledges that he (i) has read
and  understood  the  entire Agreement; (ii) has received a copy of it (iii) has
had the opportunity to ask questions and consult counsel or other advisors about
its  terms;  and  (iv)  agrees  to  be  bound  by  it.

Executed  to  be  effective  as  of  the  Effective  Date.


NEW  CENTURY  ENERGY  CORP.:               EXECUTIVE:



By: /s/ Edward R. DeStefano                Edward R. Destefano
   -------------------------               ---------------------------
                                           Edward  R.  DeStefano

Its: President
    -----------------------

Printed  Name: Edward R. DeStefano
              ----------------------

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