Exhibit 10.9



                             FUNDS ESCROW AGREEMENT

     This  Agreement  (this "AGREEMENT") is dated as of the 28th day of December
2006  among  NEW  CENTURY  ENERGY CORP., a Colorado corporation (the "COMPANY"),
Laurus  Master  Fund,  Ltd.  (the "PURCHASER"), and Loeb & Loeb LLP (the "ESCROW
AGENT"):

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  the  Purchaser  has advised the Escrow Agent that (a) the Company
and  the  Purchaser  have  entered  into  a  Securities  Purchase Agreement (the
"SECURITIES PURCHASE AGREEMENT") for the sale by the Company to the Purchaser of
a  secured  term  note  (the  "TERM  NOTE");

     WHEREAS,  the Company and the Purchaser wish to deliver to the Escrow Agent
copies  of  the Documents (as hereafter defined) and, following the satisfaction
of  all  closing  conditions relating to the Documents, the Purchaser to deliver
the  Escrowed  Payment  (as  hereafter  defined),  in  each case, to be held and
released  by  Escrow  Agent  in accordance with the terms and conditions of this
Agreement;  and

     WHEREAS,  the  Escrow Agent is willing to serve as escrow agent pursuant to
the  terms  and  conditions  of  this  Agreement;

     NOW  THEREFORE,  the  parties  agree  as  follows:

                                    ARTICLE I

                                 INTERPRETATION

     1.1.  Definitions.  Whenever  used  in  this Agreement, the following terms
           -----------
shall  have  the  meanings  set  forth  below.

          (a)  "AGREEMENT"  means  this  Agreement,  as amended, modified and/or
     supplemented  from  time  to  time  by  written agreement among the parties
     hereto.

          (b)  "DISBURSEMENT  LETTER" means that certain letter delivered to the
     Escrow  Agent  by  the  Company,  acceptable  in  form and substance to the
     Purchaser,  setting forth wire instructions and amounts to be funded at the
     Closing.

          (c)  "DOCUMENTS"  means  copies  of  the  Disbursement  Letter,  the
     Securities  Purchase  Agreement  and  the  Term  Note.

          (d)  "ESCROWED  PAYMENT"  means  $16,210,000.

          (e)  "LCM  PAYMENT"  means  the  payment  to be paid to Laurus Capital
     Management,  LLC,  the  fund  manager,  as  set forth on Schedule A hereto.

     1.2.  Entire  Agreement.  This  Agreement  constitutes the entire agreement
           -----------------
among  the  parties hereto with respect to the arrangement with the Escrow Agent
and  supersedes  all  prior  agreements,  understandings,  negotiations  and

<PAGE>

discussions  of  the  parties,  whether  oral  or  written  with  respect to the
arrangement  with the Escrow Agent. There are no warranties, representations and
other agreements made by the parties in connection with the arrangement with the
Escrow  Agent  except  as  specifically  set  forth  in  this  Agreement.

     1.3.  Extended  Meanings.  In  this  Agreement words importing the singular
           ------------------
number  include  the plural and vice versa; words importing the masculine gender
include  the  feminine  and  neuter  genders.  The  word  "PERSON"  includes  an
individual,  body  corporate,  partnership,  trustee  or trust or unincorporated
association,  executor,  administrator  or  legal  representative.

     1.4.  Waivers  and  Amendments.  This  Agreement  may be amended, modified,
           ------------------------
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may  be  waived, in each case only by a written instrument signed by all parties
hereto,  or, in the case of a waiver, by the party waiving compliance. Except as
expressly  stated  herein,  no  delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any  waiver  on the part of any party of any right, power or privilege hereunder
preclude  any  other  or  future exercise of any other right, power or privilege
hereunder.

     1.5.  Headings.  The  division  of  this Agreement into articles, sections,
           --------
subsections  and paragraphs and the insertion of headings are for convenience of
reference  only  and shall not affect the construction or interpretation of this
Agreement.

     1.6.  Law Governing this Agreement; Consent to Jurisdiction. THIS AGREEMENT
           -----------------------------------------------------
SHALL  BE  GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW  YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. With respect to any
suit,  action  or  proceeding  relating to this Agreement or to the transactions
contemplated  hereby  ("PROCEEDINGS"),  each party hereto irrevocably submits to
the exclusive jurisdiction of the courts of the County of New York, State of New
York  and  the United States District court located in the county of New York in
the  State of New York. Each party hereto hereby irrevocably and unconditionally
(a)  waives  trial  by jury in any Proceeding relating to this Agreement and for
any  related  counterclaim and (b) waives any objection which it may have at any
time  to the laying of venue of any Proceeding brought in any such court, waives
any  claim  that such Proceedings have been brought in an inconvenient forum and
further  waives the right to object, with respect to such Proceedings, that such
court does not have jurisdiction over such party. As between the Company and the
Purchaser,  the  prevailing  party  shall  be entitled to recover from the other
party  its reasonable attorneys' fees and costs. In the event that any provision
of  this  Agreement  is  determined  by  a court of competent jurisdiction to be
invalid  or  unenforceable,  then  the  remainder of this Agreement shall not be
affected  and  shall  remain  in  full  force  and  effect.

     1.7.  Construction.  Each  party  acknowledges  that  its  legal  counsel
           ------------
participated  in  the  preparation  of this Agreement 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 Agreement to
favor  any  party  against  the  other.

<PAGE>

                                   ARTICLE II

                APPOINTMENT OF AND DELIVERIES TO THE ESCROW AGENT

     2.1.  Appointment.  The  Company  and  the  Purchaser  hereby  irrevocably
           ------------
designate  and  appoint  the Escrow Agent as their escrow agent for the purposes
set  forth  herein,  and  the Escrow Agent by its execution and delivery of this
Agreement  hereby  accepts  such  appointment under the terms and conditions set
forth  herein.

     2.2.  Copies of Documents to Escrow Agent. On or about the date hereof, the
           -----------------------------------
Purchaser  and  the  Company  shall  deliver  to  the Escrow Agent copies of the
Documents  executed  by  such  parties.

     2.3.  Delivery  of  Escrowed  Payment  to  Escrow  Agent.  Following  the
           --------------------------------------------------
satisfaction of all closing conditions relating to the Documents (other than the
funding  of  the  Escrowed  Payment),  the Purchaser shall deliver to the Escrow
Agent  the  Escrowed  Payment.  At  such  time,  the Escrow Agent shall hold the
Escrowed  Payment  as agent for the Company, subject to the terms and conditions
of  this  Agreement.

     2.4.  Intention  to  Create Escrow Over the Escrowed Payment. The Purchaser
           ------------------------------------------------------
and  the Company intend that the Escrowed Payment shall be held in escrow by the
Escrow  Agent  and  released  from escrow by the Escrow Agent only in accordance
with  the  terms  and  conditions  of  this  Agreement.

                                   ARTICLE III

                                RELEASE OF ESCROW

     3.1.  Release  of  Escrow.  Subject  to  the provisions of Section 4.2, the
           -------------------
Escrow  Agent  shall  release  the  Escrowed  Payment  from  escrow  as follows:

          (a)  Upon  receipt  by  the Escrow Agent of (i) oral instructions from
     David Grin and/or Eugene Grin (each of whom is a director of the Purchaser)
     consenting to the release of the Escrowed Payment from escrow in accordance
     with  the  Disbursement  Letter following the Escrow Agent's receipt of the
     Escrowed  Payment,  (ii)  the  Disbursement  Letter, and (iii) the Escrowed
     Payment,  the  Escrowed  Payment  shall promptly be disbursed in accordance
     with  the  Disbursement  Letter.  The  Disbursement  Letter  shall include,
     without  limitation,  Escrow  Agent's  authorization  to  retain  from  the
     Escrowed  Payment  Escrow  Agent's fee for acting as Escrow Agent hereunder
     and  the  LCM  Payment  for  delivery  to Laurus Capital Management, LLC in
     accordance  with  the  Disbursement  Letter.

          (b)  Upon  receipt  by  the Escrow Agent of a final and non-appealable
     judgment,  order,  decree  or award of a court of competent jurisdiction (a
     "COURT  ORDER")  relating  to  the Escrowed Payment, the Escrow Agent shall
     remit  the  Escrowed  Payment in accordance with the Court Order. Any Court

<PAGE>

     Order  shall  be  accompanied  by  an  opinion  of  counsel  for  the party
     presenting  the  Court  Order  to  the Escrow Agent (which opinion shall be
     satisfactory  to the Escrow Agent) to the effect that the court issuing the
     Court  Order  is a court of competent jurisdiction and that the Court Order
     is  final  and  non-appealable.

     3.2.  Acknowledgement  of  Company and Purchaser; Disputes. The Company and
           -----------------------------------------------------
the  Purchaser  acknowledge  that  the  only terms and conditions upon which the
Escrowed  Payment  are to be released from escrow are as set forth in Sections 3
and  4 of this Agreement. The Company and the Purchaser reaffirm their agreement
to  abide  by  the  terms  and  conditions of this Agreement with respect to the
release  of the Escrowed Payment. Any dispute with respect to the release of the
Escrowed  Payment  shall  be  resolved  pursuant  to  Section  4.2 or by written
agreement  between  the  Company  and  Purchaser.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

4.1.     Duties  and  Responsibilities  of the Escrow Agent.  The Escrow Agent's
         --------------------------------------------------
duties  and  responsibilities  shall  be  subject  to  the  following  terms and
conditions:

          (a)  The  Purchaser  and  the  Company  acknowledge and agree that the
     Escrow  Agent  (i)  shall  not  be  required  to  inquire  into whether the
     Purchaser,  the  Company  or  any other party is entitled to receipt of any
     Document  or  all or any portion of the Escrowed Payment; (ii) shall not be
     called  upon  to  construe  or  review  any Document or any other document,
     instrument  or  agreement entered into in connection therewith; (iii) shall
     be  obligated  only  for the performance of such duties as are specifically
     assumed  by  the  Escrow Agent pursuant to this Agreement; (iv) may rely on
     and shall be protected in acting or refraining from acting upon any written
     notice,  instruction,  instrument, statement, request or document furnished
     to  it  hereunder  and  believed  by  the  Escrow Agent in good faith to be
     genuine and to have been signed or presented by the proper person or party,
     without  being required to determine the authenticity or correctness of any
     fact  stated  therein  or the propriety or validity or the service thereof;
     (v)  may  assume  that  any  person  purporting  to give notice or make any
     statement  or execute any document in connection with the provisions hereof
     has  been  duly  authorized to do so; (vi) shall not be responsible for the
     identity,  authority  or rights of any person, firm or company executing or
     delivering  or  purporting  to  execute  or  deliver  this Agreement or any
     Document  or  any  funds  deposited hereunder or any endorsement thereon or
     assignment  thereof; (vii) shall not be under any duty to give the property
     held by Escrow Agent hereunder any greater degree of care than Escrow Agent
     gives its own similar property; and (viii) may consult counsel satisfactory
     to  Escrow  Agent  (including, without limitation, Loeb & Loeb, LLP or such
     other  counsel  of Escrow Agent's choosing), the opinion of such counsel to
     be  full and complete authorization and protection in respect of any action
     taken,  suffered  or omitted by Escrow Agent hereunder in good faith and in
     accordance  with  the  opinion  of  such  counsel.

          (b) The Purchaser and the Company acknowledge that the Escrow Agent is
     acting  solely  as a stakeholder at their request and that the Escrow Agent
     shall  not be liable for any action taken by Escrow Agent in good faith and
     believed  by  Escrow  Agent to be authorized or within the rights or powers
     conferred  upon  Escrow  Agent  by  this  Agreement.  The Purchaser and the
     Company  hereby,  jointly  and  severally,  indemnify and hold harmless the
     Escrow  Agent  and  any  of  Escrow Agent's partners, employees, agents and

<PAGE>

     representatives from and against any and all actions taken or omitted to be
     taken  by  Escrow  Agent  or  any of them hereunder and any and all claims,
     losses,  liabilities,  costs, damages and expenses suffered and/or incurred
     by  the  Escrow  Agent  arising  in  any  manner  whatsoever  out  of  the
     transactions  contemplated by this Agreement and/or any transaction related
     in  any  way  hereto, including the fees of outside counsel and other costs
     and  expenses  of defending itself against any claims, losses, liabilities,
     costs,  damages  and  expenses  arising  in  any  manner whatsoever out the
     transactions  contemplated by this Agreement and/or any transaction related
     in  any  way  hereto,  except  for such claims, losses, liabilities, costs,
     damages  and  expenses  incurred  by  reason  of  the  Escrow Agent's gross
     negligence or willful misconduct. The Escrow Agent shall owe a duty only to
     the  Purchaser and the Company under this Agreement and to no other person.

          (c)  The  Purchaser  and  the  Company  shall  jointly  and  severally
     reimburse  the  Escrow  Agent  for  its  reasonable  out-of-pocket expenses
     (including counsel fees (which counsel may be Loeb & Loeb LLP or such other
     counsel  of  the  Escrow  Agent's choosing) incurred in connection with the
     performance  of  its duties and responsibilities hereunder, which shall not
     (subject  to  Section  4.1(b))  exceed  $3,000.

          (d)  The Escrow Agent may at any time resign as Escrow Agent hereunder
     by giving five (5) business days prior written notice of resignation to the
     Purchaser  and  the  Company. Prior to the effective date of resignation as
     specified  in  such  notice,  the  Purchaser  and Company will issue to the
     Escrow  Agent a joint instruction authorizing delivery of the Documents and
     the Escrowed Payment to a substitute Escrow Agent selected by the Purchaser
     and the Company. If no successor Escrow Agent is named by the Purchaser and
     the  Company,  the  Escrow  Agent  may  apply  to  a  court  of  competent
     jurisdiction in the State of New York for appointment of a successor Escrow
     Agent, and deposit the Documents and the Escrowed Payment with the clerk of
     any such court, and/or otherwise commence an interpleader or similar action
     for  a  determination  of  where  to  deposit  the  same.

          (e)  The  Escrow Agent does not have and will not have any interest in
     the  Documents  and  the  Escrowed  Payment,  but is serving only as escrow
     agent,  having  only  possession  thereof.

          (f)  The  Escrow  Agent  shall  not  be liable for any action taken or
     omitted  by it in good faith and reasonably believed by it to be authorized
     hereby  or within the rights or powers conferred upon it hereunder, nor for
     action  taken or omitted by it in good faith, and in accordance with advice
     of  counsel (which counsel may be Loeb & Loeb, LLP or such other counsel of
     the  Escrow  Agent's  choosing), and shall not be liable for any mistake of
     fact  or  error of judgment or for any acts or omissions of any kind except
     to  the  extent any such liability arose from its own willful misconduct or
     gross  negligence.

<PAGE>

          (g)  This  Agreement  sets  forth exclusively the duties of the Escrow
     Agent  with respect to any and all matters pertinent thereto and no implied
     duties  or  obligations  shall  be  read  into  this  Agreement.

          (h)  The  Escrow  Agent  shall  be permitted to act as counsel for the
     Purchaser  or  the  Company,  as  the case may be, in any dispute as to the
     disposition of the Documents and the Escrowed Payment, in any other dispute
     between  the  Purchaser and the Company, whether or not the Escrow Agent is
     then holding the Documents and/or the Escrowed Payment and continues to act
     as  the  Escrow  Agent  hereunder.

          (i)  The  provisions of this Section 4.1 shall survive the resignation
     of  the  Escrow  Agent  or  the  termination  of  this  Agreement.

     4.2.  Dispute  Resolution;  Judgments. Resolution of disputes arising under
           -------------------------------
this  Agreement  shall  be  subject  to  the  following  terms  and  conditions:

          (a)  If  any  dispute  shall  arise  with  respect  to  the  delivery,
     ownership,  right  of possession or disposition of the Documents and/or the
     Escrowed  Payment,  or if the Escrow Agent shall in good faith be uncertain
     as to its duties or rights hereunder, the Escrow Agent shall be authorized,
     without  liability  to  anyone, to (i) refrain from taking any action other
     than  to  continue  to  hold the Documents and the Escrowed Payment pending
     receipt  of  a  joint  instruction from the Purchaser and the Company, (ii)
     commence  an  interpleader  or  similar  action, suit or proceeding for the
     resolution  of any such dispute; and/or (iii) deposit the Documents and the
     Escrowed  Payment  with any court of competent jurisdiction in the State of
     New York, in which event the Escrow Agent shall give written notice thereof
     to  the  Purchaser  and  the  Company  and  shall thereupon be relieved and
     discharged  from  all  further  obligations pursuant to this Agreement. The
     Escrow  Agent  may,  but shall be under no duty to, institute or defend any
     legal  proceedings  which relate to the Documents and the Escrowed Payment.
     The  Escrow  Agent  shall  have  the  right to retain counsel if it becomes
     involved  in  any  disagreement,  dispute  or litigation on account of this
     Agreement  or  otherwise determines that it is necessary to consult counsel
     which  such  counsel  may  be  Loeb & Loeb LLP or such other counsel of the
     Escrow  Agent's  choosing.

          (b) The Escrow Agent is hereby expressly authorized to comply with and
     obey  any  Court  Order.  In case the Escrow Agent obeys or complies with a
     Court  Order, the Escrow Agent shall not be liable to the Purchaser and the
     Company  or  to any other person, firm, company or entity by reason of such
     compliance.

                                    ARTICLE V

                                 GENERAL MATTERS

     5.1.  Termination.  This  escrow  shall  terminate upon disbursement of the
           -----------
Escrowed  Payment in accordance with the terms of this Agreement or earlier upon
the  agreement in writing of the Purchaser and the Company or resignation of the
Escrow  Agent  in  accordance  with  the  terms  hereof.

<PAGE>

     5.2.  Notices.  All  notices,  requests,  demands  and other communications
           -------
required  or permitted hereunder shall be in writing and shall be deemed to have
been duly given one (1) day after being sent by telecopy (with copy delivered by
overnight  courier,  regular  or  certified  mail):

          (a)  If to the Company, to:     New Century Energy Corp.
                                          5851 San Felipe, Suite 775
                                          Houston, TX 77057
                                          Attention:  Chief Financial Officer
                                          Facsimile:  713-255-4358

               With a copy to:            David M. Loev, Esq.
                                          6300 West Loop South
                                          Suite 280
                                          Bellaire, Texas 77401
                                          Facsimile:     713-524-4122

          (b)  If to the  Purchaser, to:  Laurus  Master  Fund,  Ltd.
                                          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
                                          Attention:     John Tucker, Esq.

           (c)  If to the Escrow Agent, to: Loeb  &  Loeb  LLP
                                            345 Park Avenue
                                            New York, New York 10154
                                            Fax:     (212) 407-4990
                                            Attention:   Scott J. Giordano, Esq.

or  to such other address as any of them shall give to the others by notice made
pursuant  to  this  Section  5.2.

     5.3.  Interest.  The  Escrowed  Payment  shall  not  be held in an interest
           --------
bearing  account  nor  will  interest  be  payable  in  connection  therewith.

     5.4. Assignment; Binding Agreement. Neither this Agreement nor any right or
          -----------------------------
obligation  hereunder shall be assignable by any party without the prior written
consent  of  the other parties hereto. This Agreement shall inure to the benefit
of  and  be  binding  upon  the  parties  hereto  and  their  respective  legal
representatives,  successors  and  assigns.

     5.5.  Invalidity.  In  the  event  that  any  one or more of the provisions
           ----------
contained  herein,  or  the  application  thereof  in  any circumstance, is held
invalid,  illegal, or unenforceable in any respect for any reason, the validity,
legality  and enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall  not be in any way impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto  shall  be  enforceable  to  the  fullest  extent  permitted  by  law.

<PAGE>

     5.6.  Counterparts/Execution.  This Agreement may be executed in any number
           ----------------------
of  counterparts  and  by different signatories hereto on separate counterparts,
each  of  which,  when  so  executed,  shall be deemed an original, but all such
counterparts shall constitute but one and the same agreement. This Agreement may
be  executed  by  facsimile  transmission.





















<PAGE>

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  and  year  first  above  written.

                                     COMPANY:

                                     NEW CENTURY ENERGY CORP.


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

                                     PURCHASER:

                                     LAURUS MASTER FUND, LTD.


                                     By: /s/ Eugene Grin
                                        -----------------------
                                         Name: Eugene Grin
                                         Title: Director

                                     ESCROW AGENT:

                                     LOEB & LOEB LLP


                                     By: /s/ Scott J. Giordano
                                        -----------------------
                                         Name: Scott J. Giordano
                                         Title: Partner

<PAGE>

                      SCHEDULE A TO FUNDS ESCROW AGREEMENT

PURCHASER                                  PRINCIPAL  NOTE  AMOUNT

LAURUS  MASTER  FUND,  LTD.,               Term  Note  in an aggregate principal
M&C  Corporate  Services  Limited,         amount  of  $16,210,000.
P.O.  Box  309  GT,
Ugland  House,  South  Church  Street,
George  Town,  Grand  Cayman,  Cayman  Islands
Fax:  345-949-8080

TOTAL                                      $16,210,000



FUND MANAGER                               LCM PAYMENT

LAURUS CAPITAL MANAGEMENT, L.L.C.          Payment  payable  in  connection
825 Third Avenue, 14th Floor               with  investment  by  Laurus Master
New York, New York 10022                   Fund, Ltd. for which Laurus Capital
Fax: 212-541-4434                          Management,  L.L.C. is the Manager.

TOTAL                                      $210,000

<PAGE>