Exhibit 10.10



                            AGREEMENT TO RESCIND THE
                           EIGHTH AMENDMENT AGREEMENT

     THIS  AGREEMENT  TO  RESCIND  THE  EIGHTH  AMENDMENT  AGREEMENT  (this
"Agreement"), entered into on January 10, 2007,to be effective as of December 5,
2006,  by  and  between  Promethean  Industries,  Inc.,  a  Delaware corporation
("Promethean"),  New  Century Energy Corp., a Colorado corporation ("NCEC"), and
Laurus Master Fund, Ltd. ("Laurus"), and acknowledged by Century Resources, Inc.
("CRI")  and  Gulf  Coast  Oil  Corporation  ("Gulf  Coast").

                                   BACKGROUND

     NCEC and Laurus are parties to (a) a Securities Purchase Agreement dated as
of  June 30, 2005 (as amended, restated, supplemented or otherwise modified from
time  to  time,  the  "June 2005 SPA"); and (b) NCEC and Laurus are parties to a
Registration  Rights  Agreement dated as of June 30, 2005 (as amended, restated,
supplemented  or  otherwise modified from time to time, the "Registration Rights
Agreement")  pursuant  to  which  NCEC, among other things, has agreed to file a
registration statement covering the Registrable Securities (as therein defined).

     In  connection  with the June 2005 SPA, NCEC executed a Secured Convertible
Term Note dated as of June 30, 2005 in favor of Laurus in the original principal
amount  of $15,000,000 (as amended, restated, supplemented or otherwise modified
from time to time), (the "Convertible Note"), a Common Stock Purchase Warrant to
purchase  up  to  7,258,065 shares of NCEC common stock (the "Warrant"), each of
which  have  since  been  assigned to Promethean and an Option to purchase up to
10,222,784  shares  of NCEC common stock, which a portion has been exercised and
6,547,784  shares  remain  to  be  exercised,  which  remaining portion has been
assigned  to  Promethean (the "June Option"). In September 2005, NCEC and Laurus
entered into a Securities Purchase Agreement (the "September 2005 SPA"), whereby
NCEC  executed  a  Secured  Term Note dated as of September 19, 2005 in favor of
Laurus  in  the  original  principal amount of $9,500,000 (as amended, restated,
supplemented  or  otherwise  modified  from  time  to  time, the "September 2005
Note").  Additionally,  in  December  2005, in connection with the parties entry
into a Third Amendment Agreement, NCEC issued Laurus an Option to purchase up to
5,061,392  shares  of  NCEC  common  stock,  which  has  since  been assigned to
Promethean  (the  "December  Option"  and  together  with  the  June Option, the
"Options").

     In  April  2006,  NCEC's  wholly  owned  subsidiary, Gulf Coast, a Delaware
corporation, entered into a Securities Purchase Agreement with Laurus (the "Gulf
Coast  Securities  Purchase  Agreement"),  whereby Gulf Coast sold a $40,000,000
Secured  Term Note to Laurus (the "Gulf Coast Note") and a Common Stock Purchase
Warrant  (the  "Gulf  Coast  Warrant"),  and  entered into various other Related
Agreements,  as  defined  in  the  Gulf Coast Securities Purchase Agreement (the
"Gulf  Coast  Related  Agreements").

     In  December  2006,  NCEC entered into a Securities Purchase Agreement with
Laurus,  whereby it sold Laurus a Secured Term Note in the amount of $16,210,000

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(the  "December  2006 SPA" and the "December 2006 Note"). Additionally, NCEC and
Laurus  amended  and revised the terms of the Convertible Note and the September
2005  Note,  through  the  parties  entry  into  the Second Amended and Restated
Secured  Convertible  Term Note and the Second Amended and Restated Secured Term
Note.

     Effective  December  5,  2006,  NCEC  and  Laurus  entered  into the Eighth
Amendment  Agreement,  which  amended  the  terms  of  the  Registration  Rights
Agreement,  Warrant and Options (the "Eighth Amendment"), which Eighth Amendment
the  parties  now  desire  to  rescind;

     NOW,  THEREFORE,  in  consideration of the agreements set forth herein, and
for  other good and valuable consideration, the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:

1.   Rescission  of the Eighth Amendment. NCEC, Laurus and Promethean agree that
     -----------------------------------
     subject to the satisfaction of the conditions set forth in Section 4 below,
     the  Eighth  Amendment  shall  be  rescinded  in  its  entirety  and:

          a.  the  sections  of  the  Registration Rights Agreement, Warrant and
     Options  which were revised and/or amended by the Eighth Amendment shall be
     restored;

          b.  the  sections  of  the  Registration Rights Agreement, Warrant and
     Options  which were added by the Eighth Amendment shall be removed in their
     entirety;  and

          c.  all  sections,  terms  and  conditions  of the Registration Rights
     Agreement,  Warrant and Options shall be the same as they were prior to the
     parties  entry  into  the  Eighth  Amendment and the amendments affected in
     connection  therewith.

     2.  Conditions of Effectiveness. This Amendment shall become effective upon
         ---------------------------
due execution by each of the parties hereto and upon receipt by Laurus of a copy
of  this  Agreement duly executed by NCEC and consented and agreed to by CRI and
Gulf  Coast  (together  with  CRI  and  NCEC, each a "Company" and collectively,
"Companies").

     3.  Representations  and  Warranties.  The  Companies  hereby represent and
         --------------------------------
warrant  as  follows:

          (a)  This  Agreement,  the  Purchase  Agreements  and the Registration
     Rights  Agreement,  as  amended hereby, constitute legal, valid and binding
     obligations of the Companies party thereto and are enforceable against such
     Companies  in  accordance  with  their  respective  terms.

          (b)  Upon  the  effectiveness  of  this Agreement, each Company hereby
     reaffirms  all  covenants,  representations  and  warranties  made  in each
     Purchase  Agreement,  the Related Agreements (as therein defined), the Gulf

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     Coast  Related  Agreements  and  the  Registration  Rights  Agreement,  the
     December  2006 SPA and Related Agreements, as applicable, to the extent the
     same  are  not  amended  hereby  and  agree  that  all  such  covenants,
     representations  and  warranties  shall be deemed to have been remade as of
     the  effective  date  of  this  Agreement.

          (c)  No event of default has occurred and is continuing or would exist
     under  any  document,  instrument  or agreement by and between any Company,
     Promethean,  and/or  Laurus  after  giving  effect  to  this  Agreement.

          (d) No Company has any defense, counterclaim or offset with respect to
     any  Purchase  Agreement,  the  Registration  Rights Agreement or any other
     Related  Agreement  (as  defined  in  each  Purchase  Agreement).

     4.  Effect  on  the  Securities.
         ---------------------------

          (a)  Upon the effectiveness of Section 1 hereof, each reference in the
     Securities,  the  Purchase  Agreement,  the  Registration Agreement and any
     other  Related  Agreement  to  "Warrant,"  "Option," "hereunder," "hereof,"
     "herein"  or  words  of  like  import shall mean and be a reference to such
     Security,  as  amended  hereby.

          (b)  Upon the effectiveness of Section 1 hereof, each reference in the
     Registration  Rights  Agreement,  Securities, Purchase Agreement or Related
     Agreements to "this Agreement," "hereunder," "hereof," "herein" or words of
     like  import  shall  mean  and  be  a  reference to the Registration Rights
     Agreement,  as  applicable,  as  amended  hereby and the Gulf Coast Related
     Agreements  and  all  other  documents, instruments and agreements executed
     and/or  delivered  in  connection therewith, shall remain in full force and
     effect,  and  are  hereby  ratified  and  confirmed.

          (c) Except as specifically amended herein, each Security, the Purchase
     Agreement  and  the other Related Agreements shall remain in full force and
     effect  and  are  hereby  ratified  and  confirmed.

          (d)  The execution, delivery and effectiveness of this Agreement shall
     not  operate  as  a  waiver  of  any  right, power or remedy of Laurus, nor
     constitute  a  waiver  of  any  provision  of  the Securities, the Purchase
     Agreement  or  any  other  Related  Agreement  or  any  other  documents,
     instruments  or agreements executed and/or delivered under or in connection
     therewith.

     5.  Headings.  Section  headings  in this Agreement are included herein for
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convenience  of reference only and shall not constitute a part of this Agreement
for  any  other  purpose.

     6.  Disclosure.  NCEC  understands that it has an affirmative obligation to
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make  prompt public disclosure of material agreements and material amendments to
such  agreements.  It  is NCEC's determination that this Agreement and the terms
and  provisions  of  this  Agreement,  (collectively,  the  "Information")  are

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material. NCEC hereby agrees to file a Form 8-K disclosing the Agreement and the
terms  and  provisions  of  this  Agreement within four (4) business days of the
execution  of  this  Agreement.

     7.  This  Agreement  shall  be  binding  upon  the parties hereto and their
respective  successors  and  permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and their respective successors
and  permitted  assigns.  THIS  AGREEMENT  SHALL  BE  CONSTRUED  AND ENFORCED IN
ACCORDANCE  WITH  AND  GOVERNED  BY  THE  LAW  OF  THE  STATE  OF  NEW  YORK.

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



                           [Signature Pages to Follow]


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     IN WITNESS WHEREOF, this Agreement has been duly executed as of the day and
year  first  written  above.

                                   NEW CENTURY ENERGY CORP.


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

                                   LAURUS MASTER FUND, LTD.

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

                                   PROMETHEAN INDUSTRIES, INC.

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


                                   CONSENTED AND AGREED TO:

                                   CENTURY RESOURCES, INC.

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

                                   GULF COAST OIL CORPORATION

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

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