Exhibit 10.2

THIS  NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE  SECURITIES  LAWS.  THIS  NOTE MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS
TO  THIS  NOTE  UNDER  SAID  ACT  AND ANY APPLICABLE STATE SECURITIES LAWS OR AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH
REGISTRATION  IS  NOT  REQUIRED.



                  SECOND AMENDED AND RESTATED SECURED TERM NOTE
                  ---------------------------------------------

     FOR  VALUE  RECEIVED, NEW CENTURY ENERGY CORP., a Colorado corporation (the
"COMPANY"),  hereby  promises  to  pay  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, Fax: 345-949-8080 (the "HOLDER") or
its  registered  assigns or successors in interest, the sum of Nine Million Five
Hundred  Thousand  Dollars  ($9,500,000),  together  with any accrued and unpaid
interest  hereon,  on  July  2,  2007  (the "MATURITY DATE") if not sooner paid.

     Capitalized  terms  used  herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the  date hereof by and between the Company and the Holder (as amended, modified
and/or  supplemented  from  time  to  time,  the  "PURCHASE  AGREEMENT").

     The following terms shall apply to this Second Amended and Restated Secured
Term  Note  (this  "NOTE"):

                                    ARTICLE I
                          CONTRACT RATE AND REDEMPTION

          1.1  Contract  Rate. Subject to Sections 2.2 and 3.9, interest payable
               --------------
     on  the  outstanding principal amount of this Note (the "PRINCIPAL AMOUNT")
     shall  accrue  at  a  rate  per  annum  equal  to twenty percent (20%) (the
     "CONTRACT  RATE").  Interest  shall be (i) calculated on the basis of a 360
     day  year,  and (ii) payable monthly, in arrears, commencing on November 1,
     2005,  on  the  first  business  day  of  each  consecutive  calendar month
     thereafter  through  and  including  the Maturity Date, and on the Maturity
     Date,  whether  by  acceleration  or  otherwise

          1.2  Repayments. Amortizing payments of the aggregate Principal Amount
               ----------
     outstanding  under  this  Note at any time together with accrued and unpaid
     interest  shall be made by the Company on each Repayment Date (as hereafter
     defined)  in  an amount equal to the Payment Amount (as hereafter defined).
     Each  such  Payment  Amount  shall be applied (a) first to any fees due and
     payable  to the Holder pursuant to this Note, the Purchase Agreement or any
     other  Related  Agreement,  (b)  then to accrued and unpaid interest due on
     this Note and (c) then to the outstanding Principal Amount under this Note,
     in  each  case,  in  such  order  as the Holder shall determine in its sole

<PAGE>

     discretion.  Any outstanding Principal Amount together with any accrued and
     unpaid  interest  and any and all other unpaid amounts which are then owing
     by the Company to the Holder under this Note, the Purchase Agreement and/or
     any  other Related Agreement shall be due and payable on the Maturity Date.
     For  purposes of this Section, (a) the term "PAYMENT AMOUNT" shall mean the
     greater  of  (i)  eighty  percent  (80%)  of the gross proceeds paid to the
     Company  in respect of oil, gas and/or other hydrocarbon production arising
     from  the  Company's  7.15%  working  interest in the Wishbone Field in the
     Lindholm-Hanson  Gas  Unit located in McMullen County, Texas (the "Wishbone
     Field"),  purchased  by  the  Company  pursuant  to  the  Purchase and Sale
     Agreement  dated  September  2,  2005 between the Company and the seller of
     such  working  interest  (the  "Production Payments"), and (ii) the monthly
     interest  payment; and (b) the term "REPAYMENT DATE" means a date not later
     than  five  (5)  days  following the day on which the Company receives each
     Production Payment, commencing with all Production Payments received by the
     Company after March 1, 2006 with respect to the production month of January
     2006  and each month thereafter. Notwithstanding anything contained in this
     Section  to  the  contrary,  if  during  the 2006 calendar year the Company
     drills one or more wells in the Wishbone Field, then so long as no Event of
     Default  shall  have  occurred  and  be  continuing  the  Company  shall be
     permitted  to  deduct  from each Payment Amount in respect of the Principal
     Amount then required to be made an amount sufficient to cover not more than
     the  Company's  then  owing  7.25%  pro-rata  share  of  the  drilling  and
     completion  costs  associated with such drilling, provided that in no event
     shall  any such drilling and completion costs be deducted from the interest
     payments  then  due  and  owing  by  the  Company  to the Holder hereunder.

          1.3  Mandatory  Redemption.  The  total  outstanding  Principal Amount
               ---------------------
     together  with any accrued and unpaid interest and any and all other unpaid
     amounts  which  are  then  owing  by the Companies to the Holder under this
     Note,  the  Purchase  Agreement and/or any other Related Agreement shall be
     due  and  payable  on  the  Maturity  Date.

          1.4  Optional  Redemption. The Company may prepay this Note ("OPTIONAL
               --------------------
     REDEMPTION") by paying to the Holder a sum of money equal to the Applicable
     Principal  Amount  (as  defined  below)  together  with  accrued but unpaid
     interest  thereon and any and all other sums due, accrued or payable to the
     Holder  arising  under  this  Note, the Purchase Agreement and/or any other
     Related  Agreement  (the "REDEMPTION AMOUNT") outstanding on the Redemption
     Payment  Date (as defined below). The Company shall deliver to the Holder a
     written  notice  of  redemption (the "NOTICE OF REDEMPTION") specifying the
     date  for  such  Optional Redemption (the "REDEMPTION PAYMENT DATE"), which
     date  shall  be  seven  (7)  business  days after the date of the Notice of
     Redemption.  On  the Redemption Payment Date, the Redemption Amount must be
     paid in good funds to the Holder. In the event the Company fails to pay the
     Redemption  Amount on the Redemption Payment Date as set forth herein, then
     such  Notice  of  Redemption  will  be  null and void. For purposes of this
     Section  1.4,  the  "APPLICABLE  PRINCIPAL  AMOUNT"  shall mean 100% of the
     Principal  Amount  outstanding  at  the  time  of  such  prepayment.

                                   ARTICLE II
                                EVENTS OF DEFAULT

          2.1  Events  of Default. The occurrence of any of the following events
               ------------------
     set  forth in this Section 2.1 shall constitute an event of default ("EVENT
     OF  DEFAULT")  hereunder:

<PAGE>

               (a)  Failure  to  Pay.  The  Company  fails  to  pay when due any
                    ----------------
          installment  of principal, interest or other fees hereon in accordance
          herewith,  or  the  Company  fails to pay any of the other Obligations
          (under and as defined in the Master Security Agreement) when due, and,
          in  any  such  case, such failure shall continue for a period of three
          (3)  days  following  the  date  upon  which any such payment was due.

               (b)  Breach  of  Covenant. The Company or any of its Subsidiaries
                    --------------------
          breaches  any  covenant or any other term or condition of this Note in
          any  material  respect  and such breach, if subject to cure, continues
          for  a  period  of  fifteen  (15)  days  after the occurrence thereof.

               (c) Breach of Representations and Warranties. Any representation,
                   ----------------------------------------
          warranty  or  statement made or furnished by the Company or any of its
          Subsidiaries in this Note, the Purchase Agreement or any other Related
          Agreement  shall  at  any  time be false or misleading in any material
          respect  on  the  date  as  of  which  made  or  deemed  made.

               (d) Default Under Other Agreements. The occurrence of any default
                   ------------------------------
          (or  similar  term)  in  the  observance  or  performance of any other
          agreement  or  condition  relating  to  any indebtedness or contingent
          obligation of the Company or any of its Subsidiaries beyond the period
          of  grace (if any), the effect of which default is to cause, or permit
          the  holder  or  holders  of  such  indebtedness  or  beneficiary  or
          beneficiaries  of  such  contingent  obligation  to  cause,  such
          indebtedness  to  become  due  prior  to  its  stated maturity or such
          contingent  obligation  to  become  payable;

               (e)  Material Adverse Effect. Any change or the occurrence of any
                    -----------------------
          event  which  could  reasonably be expected to have a Material Adverse
          Effect;

               (f)  Bankruptcy. The Company or any of its Subsidiaries shall (i)
                    ----------
          apply  for,  consent  to or suffer to exist the appointment of, or the
          taking  of possession by, a receiver, custodian, trustee or liquidator
          of itself or of all or a substantial part of its property, (ii) make a
          general  assignment  for  the  benefit  of creditors, (iii) commence a
          voluntary  case under the federal bankruptcy laws (as now or hereafter
          in  effect),  (iv)  be adjudicated a bankrupt or insolvent, (v) file a
          petition  seeking to take advantage of any other law providing for the
          relief  of  debtors,  (vi)  acquiesce to, without challenge within ten
          (10)  days of the filing thereof, or failure to have dismissed, within
          thirty  (30)  days,  any  petition filed against it in any involuntary
          case  under  such  bankruptcy  laws,  or (vii) take any action for the
          purpose  of  effecting  any  of  the  foregoing;

               (g) Judgments. Attachments or levies in excess of $100,000 in the
                   ---------
          aggregate  are made upon the Company or any of its Subsidiary's assets
          or  a  judgment is rendered against the Company's property involving a
          liability  of  more  than  $100,000 which shall not have been vacated,
          discharged,  stayed  or  bonded within thirty (30) days from the entry
          thereof;

               (h)  Insolvency.  The  Company  or  any of its Subsidiaries shall
                    ---------
          admit  in  writing  its  inability, or be generally unable, to pay its
          debts  as they become due or cease operations of its present business;

<PAGE>

               (i) Change in Control. A Change in Control shall occur. A "Change
                   -----------------
          in  Control"  shall  arise when any "Person" or "group" (as such terms
          are  defined  in  Sections  13(d) and 14(d) of the Exchange Act, as in
          effect  on  the  date hereof) is or becomes the "beneficial owner" (as
          defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly
          or  indirectly,  of  35%  or more on a fully diluted basis of the then
          outstanding  voting  equity  interest  of  the  Company  (other than a
          "Person"  or  "group"  that  beneficially  owns  35%  or  more of such
          outstanding voting equity interests of the Company on the date hereof)
          or  (ii)  the Board of Directors of the Company shall cease to consist
          of  a  majority of the Company's board of directors on the date hereof
          (or  directors  appointed  by  a majority of the board of directors in
          effect  immediately  prior  to  such  appointment);

               (j)  Indictment;  Proceedings.  The  indictment  or  threatened
                    ------------------------
          indictment  of the Company or any of its Subsidiaries or any executive
          officer  of  the Company or any of its Subsidiaries under any criminal
          statute,  or  commencement  or  threatened commencement of criminal or
          civil proceeding against the Company or any of its Subsidiaries or any
          executive  officer  of the Company or any of its Subsidiaries pursuant
          to  which  statute  or  proceeding  penalties  or  remedies  sought or
          available  include forfeiture of any of the property of the Company or
          any  of  its  Subsidiaries;

               (k)  The  Purchase  Agreement,  Related Agreements, the June 2005
                    ------------------------------------------------------------
          Purchase  Agreement and the June 2005 Related Agreements. (i) An Event
          --------------------------------------------------------
          of Default shall occur under and as defined in the Purchase Agreement,
          any  other  Related Agreement, the Securities Purchase Agreement dated
          as  of  June  30,  2005  by and between the Holder and the Company (as
          amended,  modified  and supplemented from time to time, the "June 2005
          Purchase  Agreement")  and/or  any  other  document,  instrument  or
          agreement  entered  into  in  connection  with  the  transactions
          contemplated by the June 2005 Purchase Agreement (as amended, modified
          and  supplemented  from  time  to  time,  the  "June  2005  Related
          Agreements") and/or hereby (ii) the Company or any of its Subsidiaries
          shall  breach  any  term or provision of the Purchase Agreement or any
          other  Related  Agreement  in any material respect and such breach, if
          capable  of  cure,  continues  unremedied for a period of fifteen (15)
          days  after  the  occurrence  thereof, (iii) the Company or any of its
          Subsidiaries attempts to terminate, challenges the validity of, or its
          liability under, the Purchase Agreement or any Related Agreement, (iv)
          any  proceeding  shall  be  brought to challenge the validity, binding
          effect  of  the Purchase Agreement or any Related Agreement or (v) the
          Purchase  Agreement  or  any  Related  Agreement ceases to be a valid,
          binding  and  enforceable  obligation  of  the  Company  or any of its
          Subsidiaries  (to  the  extent  such  persons  or entities are a party
          thereto);  or

          2.2  Default  Interest.  Following  the  occurrence  and  during  the
               -----------------
     continuance  of  an  Event  of  Default,  the  Company shall pay additional
     interest on this Note in an amount equal to two percent (2%) per month, and
     all  outstanding  obligations  under  this Note, the Purchase Agreement and
     each  other Related Agreement, including unpaid interest, shall continue to
     accrue  interest  at  such  additional  interest rate from the date of such
     Event  of  Default until the date such Event of Default is cured or waived.

          2.3  Default  Payment.  Following  the  occurrence  and  during  the
               ----------------
     continuance  of  an Event of Default, the Holder, at its option, may demand
     repayment  in  full  of all obligations and liabilities owing by Company to
     the Holder under this Note, the Purchase Agreement and/or any other Related

<PAGE>

     Agreement  and/or  may elect, in addition to all rights and remedies of the
     Holder  under  the  Purchase Agreement and the other Related Agreements and
     all obligations and liabilities of the Company under the Purchase Agreement
     and  the other Related Agreements, to require the Company to make a Default
     Payment  ("DEFAULT  PAYMENT").  The  Default  Payment  shall be 130% of the
     outstanding principal amount of the Note, plus accrued but unpaid interest,
     all  other  fees  then  remaining  unpaid,  and  all  other amounts payable
     hereunder.  The  Default Payment shall be applied first to any fees due and
     payable to the Holder pursuant to this Note, the Purchase Agreement, and/or
     the  other  Related  Agreements, then to accrued and unpaid interest due on
     this  Note  and then to the outstanding principal balance of this Note. The
     Default  Payment  shall be due and payable immediately on the date that the
     Holder  has  exercised  its  rights  pursuant  to  this  Section  2.3.

                                   ARTICLE III
                                  MISCELLANEOUS

          3.1  Cumulative  Remedies.  The  remedies  under  this  Note  shall be
               --------------------
     cumulative.


          3.2  Failure or Indulgence Not Waiver. No failure or delay on the part
               --------------------------------
     of  the  Holder  hereof  in  the  exercise of any power, right or privilege
     hereunder  shall  operate  as  a  waiver  thereof,  nor shall any single or
     partial  exercise  of  any such power, right or privilege preclude other or
     further  exercise  thereof  or  of any other right, power or privilege. All
     rights and remedies existing hereunder are cumulative to, and not exclusive
     of,  any  rights  or  remedies  otherwise  available.

          3.3 Notices. Any notice herein required or permitted to be given shall
              -------
     be  in  writing  and  provided in accordance with the terms of the Purchase
     Agreement.

          3.4  Amendment  Provision. The term "Note" and all references thereto,
               --------------------
     as  used  throughout  this  instrument,  shall  mean  this  instrument  as
     originally  executed,  or  if  later  amended  or  supplemented, then as so
     amended  or  supplemented,  and  any successor instrument as such successor
     instrument  may  be  amended  or  supplemented.

          3.5 Assignability. This Note shall be binding upon the Company and its
              -------------
     successors  and  assigns,  and shall inure to the benefit of the Holder and
     its successors and assigns, and may be assigned by the Holder in accordance
     with the requirements of the Purchase Agreement. The Company may not assign
     any of its obligations under this Note without the prior written consent of
     the  Holder,  any such purported assignment without such consent being null
     and  void.

          3.6  Cost  of  Collection.  In case of any Event of Default under this
               --------------------
     Note,  the  Company  shall  pay  the Holder reasonable costs of collection,
     including  reasonable  attorneys'  fees.

<PAGE>

          3.7  Governing  Law,  Jurisdiction  and  Waiver  of  Jury  Trial.
               -----------------------------------------------------------

               (a)  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
          ACCORDANCE  WITH  THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
          PRINCIPLES  OF  CONFLICTS  OF  LAW.

               (b)  THE  COMPANY  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 THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE
          OTHER  HAND,  PERTAINING  TO  THIS  NOTE  OR  ANY OF THE OTHER RELATED
          AGREEMENTS  OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS NOTE OR
          ANY OF THE RELATED AGREEMENTS; PROVIDED, THAT THE COMPANY 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 NOTE SHALL BE DEEMED OR OPERATE
          ----------------
          TO PRECLUDE THE HOLDER 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 THE HOLDER. THE
          COMPANY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION
          IN  ANY  ACTION  OR  SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY
          HEREBY  WAIVES  ANY  OBJECTION  WHICH  IT  MAY HAVE BASED UPON LACK OF
          PERSONAL  JURISDICTION,  IMPROPER  VENUE  OR FORUM NON CONVENIENS. THE
                                                       --------------------
          COMPANY  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 THE COMPANY AT THE ADDRESS
          SET  FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE SO MADE SHALL BE
          DEEMED  COMPLETED  UPON  THE  EARLIER  OF THE COMPANY'S ACTUAL RECEIPT
          THEREOF  OR  THREE  (3)  DAYS  AFTER DEPOSIT IN THE U.S. MAILS, PROPER
          POSTAGE  PREPAID.

               (c)  THE COMPANY 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,
          THE  COMPANY  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  THE  HOLDER  AND THE COMPANY
          ARISING  OUT  OF,  CONNECTED  WITH,  RELATED  OR  INCIDENTAL  TO  THE
          RELATIONSHIP  ESTABLISHED  BETWEEN  THEM IN CONNECTION WITH THIS NOTE,
          ANY  OTHER  RELATED  AGREEMENT  OR  THE TRANSACTIONS RELATED HERETO OR
          THERETO.

          3.8  Severability.  In  the  event  that any provision of this Note is
               ------------
     invalid  or unenforceable under any applicable statute or rule of law, then

<PAGE>

     such  provision  shall  be  deemed  inoperative  to  the extent that it may
     conflict  therewith  and  shall  be  deemed  modified  to conform with such
     statute  or  rule  of  law.  Any  such provision which may prove invalid or
     unenforceable under any law shall not affect the validity or enforceability
     of  any  other  provision  of  this  Note.

          3.9  Maximum  Payments.  Nothing  contained  herein shall be deemed to
               -----------------
     establish  or require the payment of a rate of interest or other charges in
     excess  of  the  maximum permitted by applicable law. In the event that the
     rate  of interest required to be paid or other charges hereunder exceed the
     maximum  rate permitted by such law, any payments in excess of such maximum
     rate  shall  be  credited against amounts owed by the Company to the Holder
     and  thus  refunded  to  the  Company.

          3.10  Security  Interest  and Guarantee. The Holder has been granted a
                ---------------------------------
     security interest (i) in certain assets of the Company and its Subsidiaries
     as  more  fully  described  in  the  Master  Security  Agreement and in the
     Mortgage,  Deed  of  Trust,  Security  Agreement,  Financing  Statement and
     Assignment of Production and (ii) in the equity interests of the Companies'
     Subsidiaries  pursuant  to  the  Stock Pledge Agreement which such security
     interests,  in each case, have been reaffirmed and ratified pursuant to the
     Reaffirmation Agreement. The obligations of the Company under this Note are
     guaranteed  by  certain  Subsidiaries  of  the  Company  pursuant  to  the
     Subsidiary  Guaranty  which  guaranty  has  been reaffirmed pursuant to the
     Reaffirmation  Agreement.

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

          3.12  Amendment  and Restatement. This Note amends and restates in its
                --------------------------
     entirety (and is given in substitution for but not in satisfaction of) that
     certain Amended and Restated Secured Term Note entered into as of March 31,
     2006,  to be effective as of September 19, 2005, executed by the Company in
     favor  of  the  Holder  in the original principal amount of $9,500,000 (the
     "PRIOR  NOTE").  This  Note  does  not  effect  a refinancing of all or any
     portion of the obligations heretofore evidenced by the Prior Note, it being
     the  intention  of  the  Company  and  the  Holder  to avoid effectuating a
     novation  of  such  obligations.

       [Balance of page intentionally left blank; signature page follows]





<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Second Amended and Restated
Secured  Term Note to be signed in its name on December 28, 2006 to be effective
as  of  the  19th  day  of  September,  2005.


                                   NEW CENTURY ENERGY CORP.

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

WITNESS:

/s/ John S. Gillies
----------------------------

<PAGE>