ex10-1.htm


     

    Exhibit
      10.1

    LAURUS
      MASTER FUND, LTD.

    c/o
      Laurus Capital Management, LLC

    335
      Madison Avenue, 10th Floor

    New
      York,
      New York 10017

    


    January
      18, 2008

    


    New
      Century Energy Corp.

    5851
      San
      Felipe, Suite 775

    Houston,
      TX 770

    Attention:  President

    


    Re:  Amendment
      of $9,500,000 Note

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to (a) the Securities Purchase Agreement dated as of June 30, 2005
      by
      and between New Century Energy Corp. (the “Company”) and Laurus
      Master Fund, Ltd. (“Laurus”) (as amended,
      restated, modified and/or supplemented from time to time, the “June 2005 Laurus/Company
      SPA”); (b) the Securities Purchase Agreement dated as of September
      19, 2005 by and between the Company and Laurus (as amended, restated, modified
      and/or supplemented from time to time, the “September 2005
      Laurus/Company SPA”); (c) the Securities Purchase Agreement dated as
      of December 28, 2006 by and between the Company and Laurus (as amended,
      restated, modified and/or supplemented from time to time, the “December 2006 Laurus/Company
      SPA,” and collectively with the June 2005 Laurus/Company SPA and the
      September 2005 Laurus/Company SPA, the “Laurus/Company
      SPAs”); and (d) the Securities Purchase Agreement dated as of
      November 30, 2007 by and among the Company, LV Administrative Services, Inc.,
      as
      agent (“LV”),
      Valens U.S. SPV I, LLC (“Valens U.S.”) and
      Valens Offshore SPV II, Corp. (“Valens Offshore
      II”)
      (as amended, restated, modified and/or supplemented from time to time, the
      “November 2007
      LV/Company SPA,” and collectively with the Laurus/Company SPAs, the
“Existing
      Company
      SPAs”).

     

    Reference
      is also made to (a) the Securities Purchase Agreement dated as of April 28,
      2006 by and between Gulf Coast Oil Corporation (“Gulf Coast”) and
      Laurus (as amended, restated, modified and/or supplemented from time to time,
      the “April 2006
      Laurus/Gulf Coast SPA”); (b) the Securities Purchase Agreement dated
      as of June 30, 2006 by and between Gulf Coast and Laurus (as amended, restated,
      modified and/or supplemented from time to time, the “June 2006 Laurus/Gulf
      Coast
      SPA,” and collectively with the April 2006 Laurus/Gulf Coast SPA, the
“Laurus/Gulf
      Coast
      SPAs”); and (c) the Securities Purchase Agreement dated as of
      November 20, 2007 by and among Gulf Coast, LV, as agent, Valens U.S. and Valens
      Offshore II (as amended, restated, modified and or supplemented from time
      to time, the “November
      2007 LV/Gulf Coast SPA,” and collectively with the Laurus/Gulf Coast SPAs
      and the Existing Company SPAs, the “Existing
      SPAs”).

     

    Reference
      is further made to the fact that pursuant to one or more instruments of
      assignment, Laurus assigned a portion of its interest in the Laurus/Company
      SPAs, the Laurus/Gulf Coast SPAs, the Related Agreements (as defined in the
      Laurus/Company SPAs andthe
      Laurus/Gulf Coast SPAs) and in the collateral security therefor to Valens U.S.,
      PSource Structured Debt Limited (“PSource”), Promethean
      Industries, Inc. (“Promethean”) and
      Valens Offshore SPV I, Ltd. (“Valens Offshore
      Ltd.,” and collectively with Valens U.S., PSource and Promethean, the
“Laurus
      Assignees”).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company has requested that Laurus and the applicable Laurus Assignees agree
      to
      an extension of the Maturity Date under and as defined in that certain Third
      Amended and Restated Secured Term Note executed on July 10, 2007 to be effective
      as of September 19, 2005 from the Company in favor of Laurus in the original
      principal amount of $9,500,000 (as amended, restated, modified and/or
      supplemented from time to time, the “9,500,000 Note”) and
      Laurus and the applicable Laurus Assignees have agreed to do so (subject to
      the
      terms hereof) on the conditions that the Company enter into this letter
      agreement and Gulf Coast and Century Resources, Inc. execute the Reaffirmation
      attached hereto.

     

    In
      consideration of the foregoing and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Company hereby
      agrees to, and acknowledges, the following:

     

    1.      
      The occurrence of an Event of Default under and as defined in any Existing
      SPA
      or under and as defined in any Related Agreement (as defined in each Existing
      SPA) shall constitute an Event of Default under each Existing SPA and each
      Related Agreement (as defined in each Existing SPA).

     

    2.      
      The $9,500,000 Note is amended by deleting the date “December 31, 2007”
referenced in the first paragraph thereof and replacing such date with “June 30,
      2008.”

     

    3.      
      From and after the execution and delivery hereof by the parties hereto, this
      letter shall constitute a Related Agreement for all purposes of each Existing
      SPA and the Related Agreements (as defined in each Existing SPA).

     

    Except
      as
      specifically set forth herein, the Existing SPAs and the Related Agreements
      (as
      defined in each Existing SPA) (collectively, the “Existing Agreements”)
      shall remain in full force and effect, and are hereby ratified and
      confirmed.  The execution, delivery and effectiveness of this letter
      agreement shall not operate as a waiver of any right, power or remedy of Laurus,
      the Laurus Assignees, LV or any Creditor Party (as defined in each Existing
      Agreement where defined), nor constitute a waiver of any provision of any of
      the
      Existing Agreements, except to the extent expressly provided for
      herein.  This letter agreement shall be binding upon and inure to the
      benefit of the parties hereto and their respective successors and assigns and
      shall be governed by and construed in accordance with the laws of the State
      of
      New York.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    This
      letter agreement may be executed by the parties hereto in one or more
      counterparts, each of which shall be deemed an original and all of which when
      taken together shall constitute one and the same agreement.  Any
      signature delivered by a party by facsimile or electronic transmission shall
      be
      deemed to be an original signature hereto.

    
      	 	 
	 	
              Very
                truly yours,

            
	 	
              
              

              LAURUS
                MASTER FUND, LTD.

            
	 	 
	 	 
	 	
              By:
                Laurus Capital Management,
                LLC

            
	 	
                    
                as Investment Manager

            
	 	
               

            
	 	
              By:
                /s/ Patrick
                Regan 

            
	 	Name:
              Patrick Regan 
	 	Title:
              Senior Marketing Director 
	 	 
	 	
              
              

              VALENS
                U.S. SPV I, LLC

            
	 	
              
              

              By:
                VALENS CAPITAL MANAGEMENT, LLC, its
                investment manager

            
	 	 
	 	
              By:
                /s/ Patrick
                Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Title:  Authorized
                Signatory

            
	 	 
	 	
              
              

              VALENS
                OFFSHORE SPV I, LTD.

            
	 	
              
              

              By:  VALENS
                CAPITAL MANAGEMENT, LLC, its investment manager

            
	 	 
	 	
              By:
                /s/ Patrick
                Regan

            
	 	
              Name:
                Patrick Regan

            
	 	
              Title:  Authorized
                Signatory

            


    

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    CONSENTED
      AND AGREED TO THIS 20TH DAY OF JANUARY, 2008:

    


    
      	 	
              NEW
                CENTURY ENERGY CORP.

              
              

              
              

              By:
                /s/ Edward R.
                DeStefano

              Name:
                Edward R. DeStefano

              Title:
                President

            
	 	 
	 	 


    

     

    REAFFIRMATION

     

    The
      undersigned hereby acknowledges and consents to the terms and conditions of
      the
      foregoing letter agreement and confirms and agrees that each Existing Agreement
      to which it is a party remains in full force and effect in accordance with
      its
      terms and is hereby reaffirmed and ratified by the undersigned, and the
      undersigned hereby confirms that the representations and warranties contained
      in
      each Existing Agreement to which it is a party are (before and after giving
      effect to this letter agreement) true and correct.  The undersigned
      further agree that the occurrence of an Event of Default under and as defined
      in
      any Existing SPA or under and as defined in any Related Agreement (as defined
      in
      each Existing SPA) shall constitute an Event of Default under each Existing
      SPA
      and each Related Agreement (as defined in each Existing SPA).

    


    
      	
              GULF
                COAST OIL CORPORATION

              
              

              
              

              By:
                /s/ Edward R.
                DeStefano

              Name:
                Edward R. DeStefano

              Title:
                President

              Date:
                January 20, 2008

            	
              CENTURY
                RESOURCES, INC.

              
              

              
              

              By:
                /s/ Edward R.
                DeStefano

              Name:
                Edward R. DeStefano

              Title:
                President

              Date:
                January 20, 2008