MASTER SECURITY AGREEMENT



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

Date:  December  28,  2006

To  Whom  It  May  Concern:

     1.  To  secure  the  payment of all Obligations (as hereafter defined), New
Century  Energy Corp., a Colorado corporation (the "Company"), each of the other
undersigned  parties  (other  than Laurus Master Fund, Ltd. ("Laurus")) and each
other entity that is required to enter into this Master Security Agreement (each
an  "Assignor"  and, collectively, the "Assignors") hereby assigns and grants to
Laurus a continuing security interest in all of the following property now owned
or  at  any  time hereafter acquired by such Assignor, or in which such Assignor
now  has  or  at any time in the future may acquire any right, title or interest
(the  "Collateral"):  all cash, cash equivalents, accounts, accounts receivable,
deposit accounts (including, without limitation, the Lockbox Deposit Account (as
hereafter  defined)),  inventory,  equipment,  goods,  fixtures,  documents,
instruments  (including, without limitation, promissory notes), contract rights,
general  intangibles  (including, without limitation, payment intangibles and an
absolute  right  to  license  on terms no less favorable than those currently in
effect among such Assignor's affiliates), chattel paper, supporting obligations,
investment  property  (including, without limitation, all equity interests owned
by  any  Assignor), letter-of-credit rights, trademarks, trademark applications,
tradestyles,  patents,  patent  applications, copyrights, copyright applications
and  other intellectual property in which such Assignor now has or hereafter may
acquire  any  right,  title  or  interest,  all  proceeds  and  products thereof
(including,  without  limitation,  proceeds  of  insurance), all commercial tort
claoms  set forth on Schedule A, and all additions, accessions and substitutions
                     ----------
thereto or therefor. In the event any Assignor wishes to finance the acquisition
in  the  ordinary course of business of any hereafter acquired equipment and has
obtained  a written commitment from an unrelated third party financing source to
finance  such  equipment,  Laurus  shall  release  its security interest on such
hereafter  acquired  equipment so financed by such third party financing source.
Except as otherwise defined herein, all capitalized terms used herein shall have
the  meanings  provided  such  terms  in  the  Securities Purchase Agreement (as
defined  below).

     2.  The term "Obligations" as used herein shall mean and include all debts,
liabilities  and obligations owing by each Assignor to Laurus arising under, out
of,  or  in connection with (i) that certain Securities Purchase Agreement dated
as  of  the  date  hereof by and between the Company and Laurus (the "Securities
Purchase  Agreement")  and  (ii)  the  Related  Agreements  referred  to  in the
Securities  Purchase  Agreement  (the  Securities  Purchase  Agreement  and each
Related  Agreement,  as  each may be amended, modified, restated or supplemented

<PAGE>

from  time  to  time, collectively, the "Documents"), and in connection with any
documents,  instruments or agreements relating to or executed in connection with
the Documents or any documents, instruments or agreements referred to therein or
otherwise,  and  in  connection  with  any  other  indebtedness,  obligations or
liabilities  of  each such Assignor to Laurus, whether now existing or hereafter
arising, direct or indirect, liquidated or unliquidated, absolute or contingent,
due or not due and whether under, pursuant to or evidenced by a note, agreement,
guaranty,  instrument  or  otherwise, including, without limitation, obligations
and  indebtedness  of  each Assignor for post-petition interest, fees, costs and
charges  that  accrue  after  the  commencement  of  any case by or against such
Assignor  under  any  bankruptcy,  insolvency, reorganization or like proceeding
(collectively,  the  "Debtor  Relief  Laws")  in  each case, irrespective of the
genuineness,  validity,  regularity or enforceability of such Obligations, or of
any  instrument  evidencing any of the Obligations or of any collateral therefor
or  of  the  existence  or  extent  of  such collateral, and irrespective of the
allowability,  allowance or disallowance of any or all of the Obligations in any
case  commenced  by  or  against  any  Assignor  under  any  Debtor  Relief Law.

     3.  Each  Assignor  hereby  jointly  and severally represents, warrants and
covenants  to  Laurus  that:

          (a)  it is a corporation, partnership or limited liability company, as
     the  case  may  be, validly existing, in good standing and formed under the
     respective  laws  of its jurisdiction of formation set forth on Schedule A,
     and  each  Assignor  will  provide  Laurus  thirty (30) days' prior written
     notice  of  any  change in any of its respective jurisdiction of formation;

          (b) its legal name is as set forth in its Certificate of Incorporation
     or  other  organizational  document  (as applicable) as amended through the
     date  hereof  and  as  set  forth on Schedule B, and it will provide Laurus
                                          ----------
     thirty  (30)  days'  prior  written notice of any change in its legal name;

          (c) its organizational identification number (if applicable) is as set
     forth  on  Schedule  A hereto, and it will provide Laurus thirty (30) days'
     prior  written  notice  of  any change in its organizational identification
     number;

          (d) it is the lawful owner of its Collateral and it has the sole right
     to grant a security interest therein and will defend the Collateral against
     all  claims  and  demands  of  all  persons  and  entities;

          (e)  it  will  keep  its Collateral free and clear of all attachments,
     levies, taxes, liens, security interests and encumbrances of every kind and
     nature  ("Encumbrances"),  except (i) Encumbrances securing the Obligations
     and  (ii)  Encumbrances  securing indebtedness of each such Assignor not to
     exceed $200,000 in the aggregate for all such Assignors so long as all such
     Encumbrances  are  removed  or  otherwise  released to Laurus' satisfaction
     within  ten  (10)  days  of  the  creation  thereof;

          (f)  it  will,  at its and the other Assignors' joint and several cost
     and  expense keep the Collateral in good state of repair (ordinary wear and

<PAGE>

     tear  excepted)  and will not waste or destroy the same or any part thereof
     other  than ordinary course discarding of items no longer used or useful in
     its  or  such  other  Assignors'  business;

          (g)  it  will  not,  without  Laurus'  prior  written  consent,  sell,
     exchange,  lease  or  otherwise dispose of any Collateral, whether by sale,
     lease or otherwise, except for the sale of inventory in the ordinary course
     of  business  and for the disposition or transfer in the ordinary course of
     business  during  any  fiscal  year  of  obsolete and worn-out equipment or
     equipment  no  longer  necessary for its ongoing needs, having an aggregate
     fair  market  value  of not more than $100,000 and only to the extent that:

               (i)  the  proceeds  of  each such disposition are used to acquire
          replacement  Collateral  which  is  subject  to Laurus' first priority
          perfected  security  interest, or are used to repay the Obligations or
          to  pay  general  corporate  expenses;  or

               (ii)  following  the  occurrence  of  an  Event  of Default which
          continues  to exist the proceeds of each such disposition are remitted
          to  Laurus  to  be  held  as  cash  collateral  for  the  Obligations;

          (h)  it  will  insure or cause the Collateral to be insured in Laurus'
     name (as additional insured and loss payee) against loss or damage by fire,
     theft,  burglary,  pilferage,  loss  in  transit  and such other hazards as
     Laurus  shall  specify in amounts and under policies by insurers acceptable
     to  Laurus  and all premiums thereon shall be paid by such Assignor and the
     policies  delivered  to Laurus. If any such Assignor fails to do so, Laurus
     may  procure  such  insurance  and  the  cost  thereof  shall  be  promptly
     reimbursed  by  the  Assignors, jointly and severally, and shall constitute
     Obligations;

          (i)  it  will  at  all  reasonable  times  allow  Laurus  or  Laurus'
     representatives  free  access  to  and  the  right  of  inspection  of  the
     Collateral;

          (j)  such  Assignor  (jointly  and severally with each other Assignor)
     hereby  indemnifies and saves Laurus harmless from all loss, costs, damage,
     liability and/or expense, including reasonable attorneys' fees, that Laurus
     may  sustain or incur to enforce payment, performance or fulfillment of any
     of  the  Obligations  and/or  in  the  enforcement  of this Master Security
     Agreement  or  in  the  prosecution  or defense of any action or proceeding
     either  against Laurus or any Assignor concerning any matter growing out of
     or  in  connection  with  this Master Security Agreement, and/or any of the
     Obligations  and/or  any  of  the Collateral except to the extent caused by
     Laurus'  own  gross  negligence  or  willful misconduct (as determined by a
     court of competent jurisdiction in a final and nonappealable decision); and

          (k)  On  or  prior  to  the  Closing  Date,  each  Assignor  will  (i)
     irrevocably  direct  all  of  its  present  and  future Account Debtors (as
     defined  below)  and  other  persons or entities obligated to make payments
     constituting  Collateral  to  make  such payments directly to the lockboxes
     maintained  by  such Assignor (the "Lockboxes") with JPMorgan Chase Bank or
     such  other  financial  institution accepted by Laurus in writing as may be

<PAGE>

     selected  by the Company (the "Lockbox Bank") (each such direction pursuant
     to  this  clause  (i),  a  "Direction Notice") and (ii) provide Laurus with
     copies  of  each  Direction  Notice,  each  of which shall be agreed to and
     acknowledged  by  the  respective  Account  Debtor.  Upon  receipt  of such
     payments,  the  Lockbox  Bank  shall  agree to deposit the proceeds of such
     payments in that certain deposit account maintained at the Lockbox Bank and
     evidenced  by  the  account  name  of the Company and the account number of
     1513800711-65,  or such other deposit account accepted by Laurus in writing
     (the  "Lockbox  Deposit  Account").  On  or  prior to the Closing Date, the
     Company  shall  and  shall  cause  the  Lockbox Bank to enter into all such
     documentation  acceptable  to Laurus pursuant to which, among other things,
     the  Lockbox  Bank  agrees  to,  following  notification  by  Laurus (which
     notification Laurus shall only give following the occurrence and during the
     continuance  of  an Event of Default), comply only with the instructions or
     other  directions  of Laurus concerning the Lockbox and the Lockbox Deposit
     Account.  All  of  each  Assignor's  invoices, account statements and other
     written  or  oral  communications  directing,  instructing,  demanding  or
     requesting  payment  of  any  Account  (as hereinafter defined) of any such
     Assignor  or  any  other amount constituting Collateral shall conspicuously
     direct  that  all  payments be made to the Lockbox or such other address as
     Laurus  may  direct  in  writing.  If,  notwithstanding the instructions to
     Account  Debtors,  any  Assignor receives any payments, such Assignor shall
     immediately  remit  such  payments  to the Lockbox Deposit Account in their
     original  form  with  all  necessary  endorsements.  Until so remitted, the
     Assignors  shall hold all such payments in trust for and as the property of
     Laurus and shall not commingle such payments with any of its other funds or
     property. For the purpose of this Master Security Agreement, (x) "Accounts"
     shall  mean  all  "accounts",  as  such  term  is  defined  in  the Uniform
     Commercial  Code  as in effect in the State of New York on the date hereof,
     now  owned  or  hereafter acquired by any Assignor and (y) "Account Debtor"
     shall mean any person or entity who is or may be obligated with respect to,
     or  on  account  of,  an  Account.

     4.  The  occurrence  of  any  of  the  following events or conditions shall
constitute  an  "Event  of  Default"  under  this  Master  Security  Agreement:

          (a)  any  covenant  or  any  other  term  or  condition of this Master
     Security  Agreement is breached in any material respect and such breach, if
     subject to cure, shall continue for a period of fifteen (15) days after the
     occurrence  thereof;

          (b)  any representation or warranty, or statement made or furnished to
     Laurus  under  this  Master  Security  Agreement  by any Assignor or on any
     Assignor's behalf should at any time be false or misleading in any material
     respect;

          (c)  the  loss,  theft,  substantial  damage,  destruction,  sale  or
     encumbrance  to  or  of  any  of  the Collateral or the making of any levy,
     seizure  or  attachment  thereof  or  thereon  except  to  the  extent:

               (i)  such loss is covered by insurance proceeds which are used to
          replace  the  item  or  repay  Laurus;  or

               (ii)  said  levy,  seizure  or  attachment  does  not  secure
          indebtedness  in excess of $100,000 in the aggregate for all Assignors

<PAGE>

          and  such  levy,  seizure  or attachment has been removed or otherwise
          released  within  ten  (10)  days  of  the  creation  or the assertion
          thereof;

          (d)  an  Event  of Default shall have occurred under and as defined in
     any  Document.

     5.  Upon the occurrence of any Event of Default and at any time thereafter,
Laurus  may declare all Obligations immediately due and payable and Laurus shall
have  the remedies of a secured party provided in the Uniform Commercial Code as
in  effect  in  the  State of New York, this Agreement and other applicable law.
Upon  the  occurrence of any Event of Default and at any time thereafter, Laurus
will  have  the  right to take possession of the Collateral and to maintain such
possession  on  any  Assignor's premises or to remove the Collateral or any part
thereof  to such other premises as Laurus may desire. Upon Laurus' request, each
Assignor  shall  assemble  or  cause  the Collateral to be assembled and make it
available  to  Laurus  at  a  place designated by Laurus. If any notification of
intended disposition of any Collateral is required by law, such notification, if
mailed,  shall  be  deemed  properly and reasonably given if mailed at least ten
(10)  days before such disposition, postage prepaid, addressed to the applicable
Assignor  either  at  such  Assignor's  address  shown  herein or at any address
appearing  on Laurus' records for such Assignor. Any proceeds of any disposition
of  any  of  the  Collateral  shall  be  applied by Laurus to the payment of all
expenses  in  connection  with  the sale of the Collateral, including reasonable
attorneys'  fees  and  other legal expenses and disbursements and the reasonable
expenses  of  retaking,  holding, preparing for sale, selling, and the like, and
any  balance of such proceeds may be applied by Laurus toward the payment of the
Obligations  in such order of application as Laurus may elect, and each Assignor
shall  be  liable  for any deficiency. For the avoidance of doubt, following the
occurrence  and during the continuance of an Event of Default, Laurus shall have
the  immediate  right  to  withdraw  any and all monies contained in any Lockbox
Deposit  Account  or  any other deposit accounts in the name of the Assignor and
controlled by Laurus and apply same to the repayment of the Obligations (in such
order  of  application  as  Laurus  may  elect).

     6. If any Assignor defaults in the performance or fulfillment of any of the
terms,  conditions,  promises,  covenants,  provisions  or  warranties  on  such
Assignor's  part  to  be performed or fulfilled under or pursuant to this Master
Security  Agreement,  Laurus  may,  at  its option, without waiving its right to
enforce this Master Security Agreement according to its terms, immediately or at
any  time  thereafter and without notice to any Assignor, perform or fulfill the
same  or  cause  the  performance or fulfillment of the same for each Assignor's
joint  and  several  account  and  at each Assignor's joint and several cost and
expense, and the cost and expense thereof (including reasonable attorneys' fees)
shall  be  added to the Obligations and shall be payable on demand with interest
thereon  at the highest rate permitted by law, or, at Laurus' option, debited by
Laurus  from  the  Lockbox  Deposit Account or any other deposit accounts in the
name  of  the  Assignor  and  controlled  by  Laurus.

     7. Each Assignor appoints Laurus, any of Laurus' officers, employees or any
other  person  or  entity whom Laurus may designate as such Assignor's attorney,
with  power  to  execute  such  documents  in each such Assignor's behalf and to
supply  any  omitted  information  and  correct  patent  errors in any documents
executed  by  any  Assignor  or  on  any  Assignor's  behalf;  to file financing
statements  against  such  Assignor  covering the Collateral (and, in connection

<PAGE>

with  the  filing  of  any such financing statements, describe the Collateral as
"all  assets  and  all  personal  property,  whether  now owned and/or hereafter
acquired"  (or  any  substantially  similar  variation  thereof));  to sign such
Assignor's  name  on  public  records;  and  to  do all other things Laurus deem
necessary  to  carry  out  this  Master Security Agreement. Each Assignor hereby
ratifies  and  approves  all  acts  of  the  attorney and neither Laurus nor the
attorney  will  be  liable  for  any acts of commission or omission, nor for any
error  of  judgment  or  mistake  of  fact or law other than gross negligence or
willful  misconduct  (as  determined  by  a court of competent jurisdiction in a
final  and  non-appealable decision). This power being coupled with an interest,
is  irrevocable  so  long  as  any  Obligations  remains  unpaid.

     8.  No  delay or failure on Laurus' part in exercising any right, privilege
or  option  hereunder  shall  operate as a waiver of such or of any other right,
privilege,  remedy  or option, and no waiver whatsoever shall be valid unless in
writing,  signed by Laurus and then only to the extent therein set forth, and no
waiver  by  Laurus of any default shall operate as a waiver of any other default
or  of  the  same  default  on  a  future  occasion.  Laurus'  books and records
containing  entries  with  respect  to  the  Obligations  shall be admissible in
evidence  in  any  action or proceeding, shall be binding upon each Assignor for
the  purpose  of  establishing  the items therein set forth and shall constitute
prima  facie  proof  thereof.  Laurus shall have the right to enforce any one or
more  of  the  remedies  available  to  Laurus,  successively,  alternately  or
concurrently.  Each  Assignor  agrees  to  join  with  Laurus  in executing such
documents  or other instruments to the extent required by the Uniform Commercial
Code  in  form  satisfactory  to Laurus and in executing such other documents or
instruments  as  may  be  required or deemed necessary by Laurus for purposes of
affecting  or  continuing  Laurus'  security  interest  in  the  Collateral.

     9.  This  Master  Security Agreement shall be governed by and construed and
enforced  in  accordance  with  the  laws of the State of New York applicable to
contracts  made and performed in such state and cannot be terminated orally. All
of  the  rights,  remedies,  options,  privileges  and elections given to Laurus
hereunder shall inure to the benefit of Laurus' successors and assigns. The term
"Laurus"  as  herein  used  shall  include  Laurus, any parent of Laurus, any of
Laurus'  subsidiaries  and  any  co-subsidiaries  of Laurus' parent, whether now
existing  or  hereafter  created  or acquired, and all of the terms, conditions,
promises,  covenants, provisions and warranties of this Agreement shall inure to
the  benefit  of  each  of  the  foregoing,  and shall bind the representatives,
successors  and  assigns  of  each  Assignor.

     10.  Each  Assignor  hereby  consents  and agrees that the state or federal
courts located in the County of New York, State of New York shall have exclusive
jurisdiction  to  hear and determine any claims or disputes between Assignor, on
the  one hand, and Laurus, on the other hand, pertaining to this Master Security
Agreement  or  to  any  matter arising out of or related to this Master Security
Agreement, provided, that Laurus and each Assignor 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
Master  Security  Agreement  shall  be deemed or operate to preclude Laurus from
bringing  suit or taking other legal action in any other jurisdiction to collect
on  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 Laurus.
Each  Assignor expressly submits and consents in advance to such jurisdiction in
any  action or suit commenced in any such court, and each Assignor hereby waives
any  objection  which  it  may  have  based  upon lack of personal jurisdiction,
improper  venue  or  forum  non conveniens. Each Assignor hereby waives personal
                     ---------------------
service of the summons, complaint and other process issues in any such action or

<PAGE>

suit and agrees that service of such summons, complaint and other process may be
made  by  registered or certified mail addressed to such assignor at the address
set forth on the signature lines hereto and that service so made shall be deemed
completed  upon  the  earlier of such Assignor's actual receipt thereof or three
(3)  days  after  deposit  in  the  U.S.  mails,  proper  postage  prepaid.

     The parties desire that their 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 parties hereto waive 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 Laurus and/or any
Assignor  arising  out  of,  connected  with,  related  or  incidental  to  the
relationship  established  between  them in connection with this Master Security
Agreement  or  the  transactions  related  hereto.

     11.  It  is understood and agreed that any person or entity that desires to
become  an  Assignor  hereunder, or is required to execute a counterpart of this
Master  Security Agreement after the date hereof pursuant to the requirements of
any  Document,  shall  become  an  Assignor hereunder by (a) executing a Joinder
Agreement  in  form  and  substance  satisfactory  to  Laurus,  (b)  delivering
supplements  to  such  exhibits  and  annexes  to such Documents as Laurus shall
reasonably  request  and  (c)  taking  all  actions  as specified in this Master
Security  Agreement  as  would  have  been taken by such Assignor had it been an
original  party  to  this  Master  Security  Agreement,  in  each  case with all
documents  required  above  to be delivered to Laurus and with all documents and
actions  required  above  to  be taken to the reasonable satisfaction of Laurus.

<PAGE>

     12.  All notices from Laurus to any Assignor shall be sufficiently given if
mailed  or  delivered  to  such  Assignor's  address  set  forth  below.


                                Very truly yours,

                                NEW CENTURY ENERGY CORP.


                                By: /s/ Edward R. DeStefano
                                    ------------------------
                                    Name: Edward R. DeStefano
                                    Title: President
                                    Address:     5851 San Felipe, Suite 775
                                                 Houston, TX 77057


                                CENTURY RESOURCES, INC.


                                By: /s/ Edward R. DeStefano
                                   --------------------------
                                   Name: Edward R. DeStefano
                                   Title: President
                                   Address:     5851 San Felipe, Suite 775
                                                Houston, TX 77057

                                GULF  COAST  OIL  CORPORATION

                                /s/ Edward R. DeStefano
                                -----------------------------
                                Edward  DeStefano
                                President


                                Address:     5851 San Felipe, Suite 775
                                             Houston, TX 77057


                                ACKNOWLEDGED:

                                LAURUS MASTER FUND, LTD.


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

<PAGE>


                                   SCHEDULE A


                             COMMERCIAL TORT CLAIMS



                                      None

























<PAGE>
                                   SCHEDULE B


                          Jurisdiction of
       Entity               Formation         Organization Identification Number

New Century Energy Corp.     Colorado                   20031402340

Century Resources, Inc.      Delaware                       2029277

Gulf Coast Oil Corporation   Delaware                       4143411



















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