Exhibit 10.6


                                AMENDED GUARANTY

New York, New York                                             December 28, 2006

     FOR  VALUE  RECEIVED, and in consideration of note purchases, loans made or
to be made or credit otherwise extended or to be extended by Laurus Master Fund,
Ltd.  ("Laurus")  to  or for the account of New Century Energy Corp., a Colorado
corporation ("Debtor"), from time to time and at any time and for other good and
valuable consideration and to induce Laurus, in its discretion, to purchase such
notes,  make  such loans or other extensions of credit and to make or grant such
renewals,  extensions, releases of collateral or relinquishments of legal rights
as  Laurus may deem advisable, each of the undersigned (and each of them if more
than  one,  the  liability  under  this  guaranty  ("Guaranty")  being joint and
several)  (jointly  and  severally  referred  to  as  "Guarantors"  or  "the
undersigned")  unconditionally  guaranties  to Laurus, its successors, endorsees
and  assigns  the prompt payment when due (whether by acceleration or otherwise)
of  all  present  and future obligations and liabilities of any and all kinds of
Debtor  to Laurus and of all instruments of any nature evidencing or relating to
any  such  obligations  and liabilities upon which Debtor or one or more parties
and  Debtor  is  or  may  become liable to Laurus, whether incurred by Debtor as
maker,  endorser, drawer, acceptor, guarantor, accommodation party or otherwise,
and  whether due or to become due, secured or unsecured, absolute or contingent,
joint  or  several,  and however or whenever acquired by Laurus, whether arising
under,  out  of,  or  in  connection  with  (i) that certain Securities Purchase
Agreement  dated  as  of June 30, 2005 by and between the Debtor and Laurus (the
"June 2005 Securities Purchase Agreement"), (ii) each Related Agreement referred
to in the June 2005 Securities Purchase Agreement, (iii) that certain Securities
Purchase  Agreement dated as of September 19, 2005 by and between the Debtor and
Laurus  (the  "September 2005 Securities Purchase Agreement"), (iv) each Related
Agreement referred to in the September 2005 Securities Purchase Agreement (each,
a  "September  2005  Related  Agreement")  (the  June  2005  Securities Purchase
Agreement,  each  June  2005  Related  Agreement,  the September 2005 Securities
Purchase  Agreement  and  each  September 2005 Related Agreement, as each may be
amended,  modified, restated or supplemented from time to time, are collectively
referred  to herein as the "Documents"), and (v) each Related Agreement referred
to  in  the  December 2006 Securities Purchase Agreement (each, a "December 2006
Related  Agreement"  and  each  December  2006 Related Agreement, as each may be
amended,  modified, restated or supplemented from time to time, are collectively
referred  to  herein as the "December Documents"), or any documents, instruments
or agreements relating to or executed in connection with the Documents, December
Documents  or  any  documents,  instruments or agreements referred to therein or
otherwise,  or  any other indebtedness, obligations or liabilities of the Debtor
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  (all  of  which  are  herein  collectively  referred  to  as  the
"Obligations"),  and  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 Debtor under
Title  11,  United  States  Code,  including, without limitation, obligations or

<PAGE>

indebtedness  of Debtor for post-petition interest, fees, costs and charges that
would  have accrued or been added to the Obligations but for the commencement of
such  case.  Terms  not otherwise defined herein shall have the meaning assigned
such  terms  in  the  Securities  Purchase  Agreement.  In  furtherance  of  the
foregoing,  the  undersigned  hereby  agrees  as  follows:

     1.  No  Impairment.  Laurus  may  at any time and from time to time, either
         --------------
before  or  after  the maturity thereof, without notice to or further consent of
the  undersigned,  extend  the  time  of  payment  of, exchange or surrender any
collateral  for,  renew or extend any of the Obligations or increase or decrease
the  interest  rate thereon, and may also make any agreement with Debtor or with
any  other  party  to  or person liable on any of the Obligations, or interested
therein,  for  the extension, renewal, payment, compromise, discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any  agreement  between  Laurus and Debtor or any such other party or person, or
make  any  election  of rights Laurus may deem desirable under the United States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating  to  or affecting the
enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law")  without  in  any  way impairing or affecting this Guaranty. This Guaranty
shall  be  effective  regardless  of  the  subsequent  incorporation,  merger or
consolidation  of Debtor, or any change in the composition, nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a  debtor  in  possession  or  the  like  under  any  Insolvency  Law.

     2.  Guaranty  Absolute.  Subject  to  Section  5(c)  hereof,  each  of  the
         ------------------
undersigned  jointly  and severally guarantees that the Obligations will be paid
strictly  in  accordance  with  the  terms  of the Documents, December Documents
and/or  any  other  document, instrument or agreement creating or evidencing the
Obligations,  regardless  of  any  law,  regulation or order now or hereafter in
effect  in  any jurisdiction affecting any of such terms or the rights of Debtor
with  respect thereto. Guarantors hereby knowingly accept the full range of risk
encompassed  within  a contract of "continuing guaranty" which risk includes the
possibility  that  Debtor  will  contract  additional  indebtedness  for  which
Guarantors may be liable hereunder after Debtor's financial condition or ability
to  pay  its  lawful  debts  when they fall due has deteriorated, whether or not
Debtor  has  properly  authorized  incurring  such  additional indebtedness. The
undersigned  acknowledge  that  (i)  no  oral  representations,  including  any
representations  to  extend  credit or provide other financial accommodations to
Debtor,  have  been  made by Laurus to induce the undersigned to enter into this
Guaranty and (ii) any extension of credit to the Debtor shall be governed solely
by the provisions of the Documents and December Documents. The liability of each
of  the  undersigned under this Guaranty shall be absolute and unconditional, in
accordance  with  its  terms,  and shall remain in full force and effect without
regard  to,  and  shall  not  be  released, suspended, discharged, terminated or
otherwise  affected  by,  any  circumstance or occurrence whatsoever, including,
without limitation: (a) any waiver, indulgence, renewal, extension, amendment or
modification  of  or  addition, consent or supplement to or deletion from or any
other  action  or  inaction  under  or  in  respect  of  the Documents, December
Documents  or any other instruments or agreements relating to the Obligations or
any  assignment  or  transfer  of  any  thereof,  (b)  any  lack  of validity or
enforceability  of  any  Document,  December  Documents  or  other  documents,
instruments  or  agreements  relating  to  the  Obligations or any assignment or
transfer of any thereof, (c) any furnishing of any additional security to Laurus
or  its  assignees  or  any acceptance thereof or any release of any security by
Laurus  or  its  assignees,  (d)  any  limitation  on  any  party's liability or

<PAGE>

obligation  under  the  Documents,  December  Documents  or any other documents,
instruments  or  agreements  relating  to  the  Obligations or any assignment or
transfer  of  any  thereof or any invalidity or unenforceability, in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any
bankruptcy,  insolvency,  reorganization,  composition, adjustment, dissolution,
liquidation  or  other  like  proceeding relating to Debtor, or any action taken
with  respect  to  this Guaranty by any trustee or receiver, or by any court, in
any  such  proceeding,  whether  or  not  the  undersigned  shall have notice or
knowledge of any of the foregoing, (f) any exchange, release or nonperfection of
any  collateral,  or  any  release,  or  amendment  or  waiver  of or consent to
departure  from  any guaranty or security, for all or any of the Obligations, or
(g)  any other circumstance which might otherwise constitute a defense available
to,  or a discharge of, the undersigned. Any amounts due from the undersigned to
Laurus  shall  bear  interest until such amounts are paid in full at the highest
rate  then  applicable  to  the  Obligations.  Obligations include post-petition
interest  whether  or  not  allowed  or  allowable.

     3.  Waivers.
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          (a)  This  Guaranty  is  a  guaranty of payment and not of collection.
     Laurus  shall  be under no obligation to institute suit, exercise rights or
     remedies  or  take  any  other action against Debtor or any other person or
     entity  liable  with  respect  to  any  of the Obligations or resort to any
     collateral  security  held  by  it  to  secure  any of the Obligations as a
     condition precedent to the undersigned being obligated to perform as agreed
     herein and each of the Guarantors hereby waives any and all rights which it
     may  have  by  statute or otherwise which would require Laurus to do any of
     the  foregoing.  Each  of  the  Guarantors further consents and agrees that
     Laurus  shall  be  under  no  obligation  to marshal any assets in favor of
     Guarantors,  or against or in payment of any or all of the Obligations. The
     undersigned  hereby  waives  all  suretyship  defenses  and  any  rights to
     interpose any defense, counterclaim or offset of any nature and description
     which the undersigned may have or which may exist between and among Laurus,
     Debtor and/or the undersigned with respect to the undersigned's obligations
     under  this  Guaranty,  or  which Debtor may assert on the underlying debt,
     including  but not limited to failure of consideration, breach of warranty,
     fraud,  payment  (other  than  cash  payment  in  full of the Obligations),
     statute  of frauds, bankruptcy, infancy, statute of limitations, accord and
     satisfaction,  and  usury.

          (b)  Each  of  the  undersigned  further  waives  (i)  notice  of  the
     acceptance  of this Guaranty, of the making of any such loans or extensions
     of  credit,  and  of  all  notices  and  demands  of  any kind to which the
     undersigned  may  be  entitled,  including,  without  limitation, notice of
     adverse  change  in Debtor's financial condition or of any other fact which
     might  materially increase the risk of the undersigned and (ii) presentment
     to  or  demand  of  payment  from  anyone whomsoever liable upon any of the
     Obligations,  protest,  notices  of presentment, non-payment or protest and
     notice  of  any  sale  of  collateral  security or any default of any sort.

          (c)  Notwithstanding  any  payment or payments made by the undersigned
     hereunder,  or  any  setoff  or  application of funds of the undersigned by
     Laurus,  the  undersigned  shall not be entitled to be subrogated to any of
     the  rights of Laurus against Debtor or against any collateral or guarantee
     or  right  of offset held by Laurus for the payment of the Obligations, nor
     shall  the  undersigned  seek  or  be  entitled to seek any contribution or
     reimbursement  from  Debtor  in respect of payments made by the undersigned
     hereunder,  until  all  amounts owing to Laurus by Debtor on account of the
     Obligations  are indefeasibly paid in full and Laurus' obligation to extend
     credit  pursuant  to  the  Documents  and  December  Documents  has  been
     irrevocably terminated. If, notwithstanding the foregoing, any amount shall
     be  paid  to  the  undersigned on account of such subrogation rights at any
     time  when  all  of  the  Obligations  shall not have been paid in full and
     Laurus'  obligation to extend credit pursuant to the Documents and December
     Documents  shall not have been terminated, such amount shall be held by the
     undersigned  in  trust  for  Laurus,  segregated  from  other  funds of the
     undersigned,  and  shall  forthwith  upon,  and in any event within two (2)
     business  days  of, receipt by the undersigned, be turned over to Laurus in

<PAGE>

     the  exact  form  received  by  the  undersigned  (duly  endorsed  by  the
     undersigned to Laurus, if required), to be applied against the Obligations,
     whether  matured  or  unmatured,  in  such  order  as Laurus may determine,
     subject  to the provisions of the Documents and December Documents. Any and
     all  present  and  future  debts  and  obligations  of Debtor to any of the
     undersigned  are  hereby waived and postponed in favor of, and subordinated
     to  the  full  payment and performance of, all present and future debts and
     Obligations  of  Debtor  to  Laurus.

     4.  Security. All sums at any time to the credit of the undersigned and any
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property  of  the  undersigned in Laurus' possession or in the possession of any
bank, financial institution or other entity that directly or indirectly, through
one  or  more  intermediaries,  controls or is controlled by, or is under common
control  with, Laurus (each such entity, an "Affiliate") shall be deemed held by
Laurus or such Affiliate, as the case may be, as security for any and all of the
undersigned's  obligations  to  Laurus and to any Affiliate of Laurus, no matter
how or when arising and whether under this or any other instrument, agreement or
otherwise.

     5.  Representations  and Warranties. Each of the undersigned hereby jointly
         -------------------------------
and  severally  represents  and  warrants  (all  of  which  representations  and
warranties  shall  survive  until  all Obligations are indefeasibly satisfied in
full and the Documents and December Documents have been irrevocably terminated),
that:

          (a)  Corporate  Status.  It  is  a corporation, partnership or limited
               -----------------
     liability company, as the case may be, duly formed, validly existing and in
     good  standing under the laws of its jurisdiction of formation indicated on
     the  signature page hereof and has full power, authority and legal right to
     own  its  property  and  assets and to transact the business in which it is
     engaged.

          (b)  Authority  and  Execution. It has full power, authority and legal
               -------------------------
     right  to  execute  and deliver, and to perform its obligations under, this
     Guaranty  and  has  taken  all  necessary corporate, partnership or limited
     liability  company,  as the case may be, action to authorize the execution,
     delivery  and  performance  of  this  Guaranty.

          (c)  Legal, Valid and Binding Character. This Guaranty constitutes its
               ----------------------------------
     legal,  valid  and  binding  obligation  enforceable in accordance with its
     terms,  except  as  enforceability may be limited by applicable bankruptcy,
     insolvency, reorganization, moratorium or other laws of general application

<PAGE>

     affecting  the  enforcement  of creditor's rights and general principles of
     equity  that  restrict  the  availability  of  equitable or legal remedies.

          (d)  Violations.  The  execution,  delivery  and  performance  of this
               ----------
     Guaranty  will  not  violate any requirement of law applicable to it or any
     contract,  agreement or instrument to which it is a party or by which it or
     any of its property is bound or result in the creation or imposition of any
     mortgage, lien or other encumbrance other than in favor of Laurus on any of
     its  property or assets pursuant to the provisions of any of the foregoing,
     which, in any of the foregoing cases, could reasonably be expected to have,
     either  individually  or  in  the  aggregate,  a  Material  Adverse Effect.

          (e)  Consents  or  Approvals. No consent of any other person or entity
               -----------------------
     (including,  without  limitation,  any  creditor of the undersigned) and no
     consent,  license,  permit,  approval  or  authorization  of, exemption by,
     notice  or  report  to,  or  registration,  filing or declaration with, any
     governmental  authority  is  required  in  connection  with  the execution,
     delivery,  performance,  validity or enforceability of this Guaranty by it,
     except  to the extent that the failure to obtain any of the foregoing could
     not  reasonably  be  expected  to  have,  either  individually  or  in  the
     aggregate,  a  Material  Adverse  Effect.

          (f)  Litigation.  No  litigation,  arbitration,  investigation  or
               ----------
     administrative  proceeding  of  or  before  any  court,  arbitrator  or
     governmental  authority,  bureau  or agency is currently pending or, to the
     best  of its knowledge, threatened (i) with respect to this Guaranty or any
     of  the  transactions  contemplated  by  this  Guaranty  or (ii) against or
     affecting  it,  or  any  of  its  property or assets, which, in each of the
     foregoing  cases,  if adversely determined, could reasonably be expected to
     have  a  Material  Adverse  Effect.

          (g) Financial Benefit. It has derived or expects to derive a financial
              -----------------
     or other advantage from each and every loan, advance or extension of credit
     made  under the Documents, December Documents or other Obligations incurred
     by  the  Debtor  to  Laurus.

          (h)  Solvency.  As of the date of this Guaranty, (a) the fair saleable
               --------
     value  of  its  assets  exceeds  its  liabilities and (b) it is meeting its
     current  liabilities  as  they  mature.

     6.  Acceleration.
         ------------

          (a)  If  any  breach  of  any  covenant or condition or other event of
     default shall occur and be continuing under any agreement made by Debtor or
     any  of  the  undersigned  to  Laurus,  or  either  Debtor  or  any  of the
     undersigned  should  at  any  time  become  insolvent,  or  make  a general
     assignment,  or  if  a  proceeding  in or under any Insolvency Law shall be
     filed  or  commenced  by, or in respect of, any of the undersigned, or if a
     notice  of any lien, levy, or assessment is filed of record with respect to
     any assets of any of the undersigned by the United States of America or any
     department,  agency,  or  instrumentality thereof, or if any taxes or debts
     owing  at  any time or times hereafter to any one of them becomes a lien or
     encumbrance  upon  any  assets of the undersigned in Laurus' possession, or
     otherwise,  any  and  all Obligations shall for purposes hereof, at Laurus'
     option,  be  deemed due and payable without notice notwithstanding that any
     such  Obligation  is  not  then  due  and  payable  by  Debtor.

<PAGE>

          (b) Each of the undersigned will promptly notify Laurus of any default
     by such undersigned in its respective performance or observance of any term
     or  condition  of  any agreement to which the undersigned is a party if the
     effect  of such default is to cause, or permit the holder of any obligation
     under  such  agreement to cause, such obligation to become due prior to its
     stated  maturity  and, if such an event occurs, Laurus shall have the right
     to  accelerate  such  undersigned's  obligations  hereunder.

     7.  Payments  from Guarantors. Laurus, in its sole and absolute discretion,
         -------------------------
with  or  without  notice  to  the  undersigned,  may  apply  on  account of the
Obligations any payment from the undersigned or any other guarantors, or amounts
realized  from any security for the Obligations, or may deposit any and all such
amounts realized in a non-interest bearing cash collateral deposit account to be
maintained  as  security  for  the  Obligations.

     8. Costs. The undersigned shall pay on demand, all costs, fees and expenses
        -----
(including  expenses for legal services of every kind) relating or incidental to
the  enforcement or protection of the rights of Laurus hereunder or under any of
the  Obligations.

     9.  No  Termination.  This  is  a continuing irrevocable guaranty and shall
         ---------------
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
indefeasibly  paid  in  full and Laurus' obligation to extend credit pursuant to
the  Documents and December Documents has been irrevocably terminated. If any of
the  present  or  future  Obligations are guarantied by persons, partnerships or
entities  in  addition  to  the  undersigned, the death, release or discharge in
whole  or  in  part  or  the  bankruptcy,  merger, consolidation, incorporation,
liquidation  or dissolution of one or more of them shall not discharge or affect
the  liabilities  of  any  undersigned  under  this  Guaranty.

     10.  Recapture.  Anything in this Guaranty to the contrary notwithstanding,
          ---------
if  Laurus  receives  any  payment  or  payments  on  account of the liabilities
guaranteed  hereby,  which  payment  or  payments  or  any  part  thereof  are
subsequently  invalidated,  declared to be fraudulent or preferential, set aside
and/or  required  to  be repaid to a trustee, receiver, or any other party under
any  Insolvency Law, common law or equitable doctrine, then to the extent of any
sum  not  finally  retained  by  Laurus, the undersigned's obligations to Laurus
shall  be reinstated and this Guaranty shall remain in full force and effect (or
be reinstated) until payment shall have been made to Laurus, which payment shall
be  due  on  demand.

     11.  Books and Records. The books and records of Laurus showing the account
          ------------------
between  Laurus  and  Debtor  shall  be  admissible in evidence in any action or
proceeding,  shall  be  binding  upon  the  undersigned  for  the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

     12.  No  Waiver. No failure on the part of Laurus to exercise, and no delay
          ----------
in  exercising,  any  right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right, remedy
or  power  hereunder  preclude  any  other or future exercise of any other legal
right, remedy or power. Each and every right, remedy and power hereby granted to
Laurus  or  allowed  it  by  law  or other agreement shall be cumulative and not
exclusive of any other, and may be exercised by Laurus at any time and from time
to  time.

<PAGE>

     13. Waiver of Jury Trial. EACH OF THE UNDERSIGNED DESIRES THAT ITS DISPUTES
         --------------------
BE  RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE
BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, EACH
OF  THE  UNDERSIGNED  HERETO  WAIVES  ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT,
TORT, OR OTHERWISE BETWEEN LAURUS, AND/OR ANY OF THE UNDERSIGNED ARISING OUT OF,
CONNECTED  WITH,  RELATED  OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN
THEM  IN  CONNECTION  WITH THIS GUARANTY, ANY DOCUMENT, DECEMBER DOCUMENT OR THE
TRANSACTIONS  RELATED  HERETO  OR  THERETO.

     14.  Governing  Law;  Jurisdiction.  THIS  GUARANTY  CANNOT  BE  CHANGED OR
          -----------------------------
TERMINATED  ORALLY,  AND  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, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.
EACH  OF  THE  UNDERSIGNED  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 ANY OF THE
UNDERSIGNED,  ON THE ONE HAND, AND LAURUS, ON THE OTHER HAND, PERTAINING TO THIS
GUARANTY  OR  ANY  OF THE DOCUMENTS, DECEMBER DOCUMENTS OR TO ANY MATTER ARISING
OUT  OF  OR  RELATED  TO  THIS  GUARANTY  OR  ANY  OF  THE DOCUMENTS OR DECEMBER
DOCUMENTS;  PROVIDED, THAT EACH OF THE UNDERSIGNED 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
                                          ------- --------
GUARANTY  SHALL  BE  DEEMED  OR OPERATE TO PRECLUDE LAURUS FROM BRINGING SUIT OR
TAKING  OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS,
TO  REALIZE  ON  THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
ENFORCE  A  JUDGMENT  OR  OTHER  COURT  ORDER  IN  FAVOR  OF LAURUS. EACH OF THE
UNDERSIGNED  EXPRESSLY  SUBMITS  AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN
ANY  ACTION  OR  SUIT  COMMENCED  IN ANY SUCH COURT, AND EACH UNDERSIGNED HEREBY
WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER  VENUE  OR  FORUM NON CONVENIENS. EACH OF THE UNDERSIGNED HEREBY WAIVES
                     --------------------
PERSONAL  SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION  OR  SUIT  AND  AGREES  THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
PROCESS  MAY  BE  MADE  BY  REGISTERED  OR  CERTIFIED  MAIL  ADDRESSED  TO  SUCH
UNDERSIGNED  IN  ACCORDANCE  WITH  SECTION  18 AND THAT SERVICE SO MADE SHALL BE
DEEMED  COMPLETED  UPON THE EARLIER OF SUCH UNDERSIGNED'S ACTUAL RECEIPT THEREOF
OR  THREE  (3)  DAYS  AFTER  DEPOSIT  IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

<PAGE>

     15.  Understanding  With  Respect  to  Waivers and Consents. Each Guarantor
          ------------------------------------------------------
warrants  and  agrees  that  each  of the waivers and consents set forth in this
Guaranty is made voluntarily and unconditionally after consultation with outside
legal counsel and with full knowledge of its significance and consequences, with
the  understanding  that  events  giving rise to any defense or right waived may
diminish,  destroy  or  otherwise  adversely  affect rights which such Guarantor
otherwise  may  have against the Debtor, Laurus or any other person or entity or
against  any  collateral. If, notwithstanding the intent of the parties that the
terms  of  this  Guaranty  shall  control in any and all circumstances, any such
waivers  or  consents  are  determined to be unenforceable under applicable law,
such  waivers and consents shall be effective to the maximum extent permitted by
law.

     16.  Severability. To the extent permitted by applicable law, any provision
          ------------
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as  to  such  jurisdiction,  be ineffective to the extent of such prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render  unenforceable  such  provision  in  any  other  jurisdiction.

     17.  Amendments,  Waivers.  No amendment or waiver of any provision of this
          --------------------
Guaranty  nor consent to any departure by the undersigned therefrom shall in any
event  be  effective unless the same shall be in writing executed by each of the
undersigned  directly  affected  by  such  amendment  and/or  waiver and Laurus.

     18.  Notice.  All notices, requests and demands to or upon the undersigned,
          ------
shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or  certified  mail,  (c)  when  confirmed electronically, if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in  each event, to the numbers and/or address set forth beneath the signature of
the  undersigned.

     19.  Successors.  Laurus  may,  from  time  to  time, without notice to the
          ----------
undersigned,  sell,  assign, transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality  of the foregoing, Laurus may assign, or grant participations to, one
or  more  banks, financial institutions or other entities all or any part of any
of  the  Obligations.  In  each  such event, Laurus, its Affiliates and each and
every  immediate and successive purchaser, assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal  action  or  otherwise, for its own benefit as fully as if such purchaser,
assignee,  transferee  or  holder  were  herein  by name specifically given such
right.  Laurus  shall  have an unimpaired right to enforce this Guaranty for its
benefit  with  respect  to  that portion of the Obligations which Laurus has not
disposed  of,  sold,  assigned,  or  otherwise  transferred.

     20.  Joinder.  It  is  understood and agreed that any person or entity that
          -------
desires to become a Guarantor hereunder, or is required to execute a counterpart
of  this  Guaranty  after  the  date  hereof pursuant to the requirements of any
Document  or  December  Document,  shall  become  a  Guarantor  hereunder by (x)
executing  a Joinder Agreement in form and substance satisfactory to Laurus, (y)
delivering  supplements  to  such  exhibits  and  annexes  to such Documents and
December Documents as Laurus shall reasonably request and (z) taking all actions

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as  specified in this Guaranty as would have been taken by such Guarantor had it
been  an  original  party  to  this  Guaranty,  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.

     21. Release. Nothing except indefeasible payment in full of the Obligations
         -------
shall  release  any  of  the  undersigned  from  liability  under this Guaranty.

     22.  Remedies  Not  Exclusive.  The  remedies conferred upon Laurus in this
          ------------------------
Guaranty  are  intended to be in addition to, and not in limitation of any other
remedy  or  remedies  available  to  Laurus.

     23.  Limitation  of  Obligations  under  this  Guaranty. Each Guarantor and
          --------------------------------------------------
Laurus (by its acceptance of the benefits of this Guaranty) hereby confirms that
it  is  its intention that this Guaranty not constitute a fraudulent transfer or
conveyance  for  purposes  of  the  Bankruptcy  Code,  the  Uniform  Fraudulent
Conveyance  Act of any similar Federal or state law. To effectuate the foregoing
intention,  each Guarantor and Laurus (by its acceptance of the benefits of this
Guaranty)  hereby  irrevocably  agrees  that  the Obligations guaranteed by such
Guarantor  shall  be limited to such amount as will, after giving effect to such
maximum  amount  and  all  other  (contingent  or otherwise) liabilities of such
Guarantor  that  are  relevant  under  such  laws and after giving effect to any
rights  to  contribution  pursuant  to  any agreement providing for an equitable
contribution  among  such  Guarantor  and  the  other Guarantors (including this
Guaranty),  result  in  the Obligations of such Guarantor under this Guaranty in
respect  of  such  maximum  amount  not  constituting  a  fraudulent transfer or
conveyance.

                        [REMAINDER OF THIS PAGE IS BLANK.
                       SIGNATURE PAGE IMMEDIATELY FOLLOWS]









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     IN  WITNESS  WHEREOF, this Guaranty has been executed by the undersigned as
of  December  28,  2006,  to  be  effective  as  of  April  26,  2006.

                                   GULF COAST OIL CORPORATION
                                   /s/ Edward R. DeStefano
                                   --------------------------------------
                                   Edward R. DeStefano
                                   President

                                   Address:      5851 San Felipe, Suite 775
                                                 Houston, Texas 77057
                                                 Facsimile:     713-255-4358
                                                 State of Formation:  Delaware

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