Exhibit 10.3



THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE
SECURITIES  LAWS.  THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
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 CONVERTIBLE TERM NOTE
                          -----------------------------

     FOR  VALUE  RECEIVED, NEW CENTURY ENERGY CORP., a Colorado corporation (the
"COMPANY"),  promises  to  pay  to  PROMETHEAN  INDUSTRIES, INC. as successor in
interest  to  LAURUS  MASTER FUND, LTD., c/o Laurus Capital Management, LLC, 825
Third  Ave.,  14th  Floor,  New York, NY 10022, (the "HOLDER") or its registered
assigns  or  successors  in  interest,  the  sum  of  Fifteen  Million  Dollars
($15,000,000), together with any accrued and unpaid interest hereon, on June 30,
2008  (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
Convertible  Term  Note  (this  "NOTE"):

                                    ARTICLE I
                         CONTRACT RATE AND AMORTIZATION

          1.1  Contract Rate. Subject to Sections 4.2 and 5.10, interest payable
               -------------
     on  the  outstanding principal amount of this Note (the "PRINCIPAL AMOUNT")
     shall accrue at a rate per annum equal to the "prime rate" published in The
                                                                             ---
     Wall  Street Journal from time to time (the "PRIME RATE"), plus two percent
     --------------------
     (2%)  (the  "CONTRACT  RATE").  The  Contract  Rate  shall  be increased or
     decreased  as  the  case  may be for each increase or decrease in the Prime
     Rate  in  an  amount  equal to such increase or decrease in the Prime Rate;
     each  change to be effective as of the day of the change in the Prime Rate.
     Subject  to  Section  1.2,  the Contract Rate shall not at any time be less
     than seven percent (7%). Interest shall be (i) calculated on the basis of a
     360 day year, and (ii) payable monthly, in arrears, commencing on September
     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 Contract Rate Adjustments and Payments. The Contract Rate shall be
              --------------------------------------
     calculated on the last business day of each calendar month hereafter (other
     than for increases or decreases in the Prime Rate which shall be calculated
     and become effective in accordance with the terms of Section 1.1) until the
     Maturity  Date  (each  a  "DETERMINATION  DATE")  and  shall  be subject to

<PAGE>

     adjustment  as  set  forth herein. If (i) the Company shall have registered
     the  shares  of the Common Stock underlying the conversion of this Note and
     each  Warrant  on  a  registration  statement  declared  effective  by  the
     Securities  and  Exchange Commission (the "SEC"), and (ii) the market price
     (the  "MARKET PRICE") of the Common Stock as reported by Bloomberg, L.P. on
     the  Principal Market for the five (5) trading days immediately preceding a
     Determination Date exceeds the then applicable Fixed Conversion Price by at
     least  twenty-five  percent  (25%),  the  Contract  Rate for the succeeding
     calendar  month  shall  automatically  be  reduced by 100 basis points (100
     b.p.)  (1%)  for each incremental twenty-five percent (25%) increase in the
     Market Price of the Common Stock above the then applicable Fixed Conversion
     Price.  Notwithstanding  the  foregoing  (and  anything  to  the  contrary
     contained  herein), in no event shall the Contract Rate at any time be less
     than  zero  percent  (0%).

          1.3 Principal Payments. Amortizing payments of the aggregate principal
              ------------------
     amount  outstanding  under  this  Note at any time (the "PRINCIPAL AMOUNT")
     shall  be made by the Company on July 1, 2006 and on the first business day
     of each succeeding month thereafter through and including the Maturity Date
     (each, an "AMORTIZATION DATE"). Subject to Article III below, commencing on
     the  first  Amortization  Date through December 31, 2006, the Company shall
     make  monthly  payments  to  the  Holder  on each Repayment Date, each such
     payment  in  the  amount  of  $250,000 together with any accrued and unpaid
     interest  on  such  portion  of the Principal Amount plus any and all other
     unpaid amounts which are then owing under this Note, the Purchase Agreement
     and/or  any  other  Related Agreement (collectively, the "MONTHLY AMOUNT").
     Beginning  January  1,  2007, through December 31, 2007, the Monthly Amount
     shall  be  $100,000.  Beginning January 1, 2008, through the Maturity Date,
     the  Monthly  amount  shall  be  $250,000. 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.

                                   ARTICLE II
                            CONVERSION AND REDEMPTION

          2.1  Payment  of  Monthly  Amount.

          (a)  Payment  in  Cash  or  Common  Stock. If the Monthly Amount (or a
               ------------------------------------
     portion  of  such  Monthly  Amount  if not all of the Monthly Amount may be
     converted  into shares of Common Stock pursuant to Section 3.2) is required
     to  be  paid in cash pursuant to Section 2.1(b), then the Company shall pay
     the  Holder  an amount in cash equal to 102% of the Monthly Amount (or such
     portion  of  such  Monthly  Amount to be paid in cash) due and owing to the
     Holder  on  the  Amortization  Date. If the Monthly Amount (or a portion of
     such  Monthly Amount if not all of the Monthly Amount may be converted into
     shares  of  Common Stock pursuant to Section 3.2) is required to be paid in
     shares  of  Common  Stock  pursuant  to  Section 2.1(b), the number of such
     shares  to be issued by the Company to the Holder on such Amortization Date
     (in  respect of such portion of the Monthly Amount converted into shares of
     Common Stock pursuant to Section 2.1(b)), shall be the number determined by
     dividing  (i)  the  portion  of the Monthly Amount converted into shares of
     Common  Stock,  by  (ii)  the  then  applicable Fixed Conversion Price. For
     purposes  hereof,  subject  to  Section  3.6  hereof,  the  initial  "FIXED
     CONVERSION  PRICE"  means  $0.62.

<PAGE>

          (b)  Monthly Amount Conversion Conditions. Subject to Sections 2.1(a),
               ------------------------------------
     2.2,  and  3.2 hereof, the Holder shall convert into shares of Common Stock
     all or a portion of the Monthly Amount due on each Amortization Date if the
     following  conditions  (the  "CONVERSION  CRITERIA") are satisfied: (i) the
     average closing price of the Common Stock as reported by Bloomberg, L.P. on
     the  Principal  Market  for the five (5) trading days immediately preceding
     such  Amortization Date shall be greater than or equal to 110% of the Fixed
     Conversion  Price  and  (ii)  the amount of such conversion does not exceed
     twenty  five  percent  (25%)  of the aggregate dollar trading volume of the
     Common  Stock  for  the  period of twenty-two (22) trading days immediately
     preceding  such  Amortization  Date.  If  subsection  (i) of the Conversion
     Criteria  is  met but subsection (ii) of the Conversion Criteria is not met
     as to the entire Monthly Amount, the Holder shall convert only such part of
     the  Monthly  Amount that meets subsection (ii) of the Conversion Criteria.
     Any  portion  of  the  Monthly  Amount due on an Amortization Date that the
     Holder  has not been able to convert into shares of Common Stock due to the
     failure  to  meet  the  Conversion  Criteria,  shall be paid in cash by the
     Company  at  the  rate  of 102% of the Monthly Amount otherwise due on such
     Amortization  Date,  within  three  (3)  business days of such Amortization
     Date.

          2.2  No  Effective  Registration.  Notwithstanding  anything  to  the
               ---------------------------
     contrary  herein,  none  of  the Company's obligations to the Holder may be
     converted  into  Common  Stock  unless  (a) either (i) an effective current
     Registration  Statement  (as  defined in the Registration Rights Agreement)
     covering  the  shares  of  Common  Stock  to  be  issued in connection with
     satisfaction  of  such  obligations  exists  or  (ii)  an  exemption  from
     registration  for  resale of all of the Common Stock issued and issuable is
     available  pursuant  to  Rule 144 of the Securities Act and (b) no Event of
     Default  (as  hereinafter  defined)  exists  and is continuing, unless such
     Event  of  Default  is cured within any applicable cure period or otherwise
     waived  in  writing  by  the  Holder.

          2.3  Optional  Redemption  in  Cash.  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 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  (the  "REDEMPTION PERIOD"). A Notice of Redemption shall not be
     effective with respect to any portion of this Note for which the Holder has
     previously delivered a Notice of Conversion (as hereinafter defined) or for
     conversions elected to be made by the Holder pursuant to Section 3.3 during
     the  Redemption Period. The Redemption Amount shall be determined as if the
     Holder's  conversion  elections had been completed immediately prior to 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 Redemption Notice will be null and
     void.  For  purposes of this Section 2.3, the "APPLICABLE PRINCIPAL AMOUNT"
     shall  mean  (a)  during the period commencing on the effective date hereof
     and  ending  on the date immediately preceding the first anniversary of the
     effective date hereof, 125% of the Principal Amount outstanding at the time
     of  such  prepayment,  (b)  during  the  period  commencing  on  the  first

<PAGE>

     anniversary of the effective date hereof and ending on the date immediately
     preceding  the second anniversary of the date hereof, 120% of the Principal
     Amount outstanding at the time of such prepayment and (c) during the period
     commencing  on  the  second  anniversary  of  the effective date hereof and
     ending  on  the  Maturity Date, 115% of the Principal Amount outstanding at
     the  time  of  such  prepayment.

                                   ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

          3.1  Optional  Conversion.  Subject  to  the  terms  set forth in this
               --------------------
     Article  III,  the  Holder shall have the right, but not the obligation, to
     convert  all  or any portion of the issued and outstanding Principal Amount
     and/or  accrued  interest  and  fees  due  and  payable into fully paid and
     nonassessable  shares  of  Common  Stock at the Fixed Conversion Price. The
     shares  of  Common  Stock  to  be  issued  upon  such conversion are herein
     referred  to  as,  the  "CONVERSION  SHARES."

          3.2  Conversion  Limitation. Notwithstanding anything contained herein
               ----------------------
     to  the  contrary,  the Holder shall not be entitled to convert pursuant to
     the terms of this Note an amount that would be convertible into that number
     of Conversion Shares which would exceed the difference between (i) 9.99% of
     the  outstanding  shares  of  Common Stock and (ii) the number of shares of
     Common  Stock  beneficially  owned  by  the  Holder.  For  purposes  of the
     immediately preceding sentence, beneficial ownership shall be determined in
     accordance  with  Section  13(d)  of  the Exchange Act and Regulation 13d-3
     thereunder.  The Conversion Shares limitation described in this Section 3.2
     shall  automatically  become  null and void following notice to any Company
     upon  the  occurrence and during the continuance of an Event of Default, or
     upon  75  days  prior  notice  to  the  Company.  Notwithstanding  anything
     contained  herein  to  the contrary, the provisions of this Section 3.2 are
     irrevocable  and  may  not  be  waived  by  the  Holder  or  any  Company.

          3.3  Mechanics  of  Holder's  Conversion. In the event that the Holder
               -----------------------------------
     elects to convert this Note into Common Stock, the Holder shall give notice
     of  such  election  by  delivering  an  executed  and  completed  notice of
     conversion  in  substantially  the  form  of  Exhibit A hereto (appropriate
     completed)  ("NOTICE  OF  CONVERSION")  to  the  Company and such Notice of
     Conversion  shall provide a breakdown in reasonable detail of the Principal
     Amount,  accrued  interest  and  fees  that  are  being  converted. On each
     Conversion  Date (as hereinafter defined) and in accordance with its Notice
     of  Conversion,  the  Holder  shall  make  the appropriate reduction to the
     Principal  Amount,  accrued interest and fees as entered in its records and
     shall provide written notice thereof to the Company within two (2) business
     days  after  the Conversion Date. Each date on which a Notice of Conversion
     is delivered or telecopied to the Company in accordance with the provisions
     hereof  shall be deemed a Conversion Date (the "CONVERSION DATE"). Pursuant
     to  the  terms  of  the  Notice  of  Conversion,  the  Company  will  issue
     instructions  to  the  transfer  agent accompanied by an opinion of counsel
     within  one  (1) business day of the date of the delivery to the Company of
     the Notice of Conversion and shall cause the transfer agent to transmit the
     certificates  representing the Conversion Shares to the Holder by crediting
     the  account  of  the  Holder's designated broker with the Depository Trust
     Corporation  ("DTC")  through  its  Deposit  Withdrawal  Agent  Commission
     ("DWAC") system within three (3) business days after receipt by the Company
     of  the  Notice  of  Conversion  (the  "DELIVERY DATE"). In the case of the

<PAGE>

     exercise of the conversion rights set forth herein the conversion privilege
     shall  be  deemed to have been exercised and the Conversion Shares issuable
     upon  such  conversion shall be deemed to have been issued upon the date of
     receipt  by  the  Company  of the Notice of Conversion. The Holder shall be
     treated  for  all  purposes  as the record holder of the Conversion Shares,
     unless  the  Holder  provides  the  Company  written  instructions  to  the
     contrary.

          3.4  Late  Payments.  The  Company  understands  that  a  delay in the
               --------------
     delivery  of  the  Conversion  Shares in the form required pursuant to this
     Article  beyond  the  Delivery  Date  could  result in economic loss to the
     Holder.  As  compensation  to  the Holder for such loss, in addition to all
     other  rights  and  remedies  which  the  Holder  may have under this Note,
     applicable  law  or  otherwise,  the Company shall pay late payments to the
     Holder  for  any  late  issuance  of Conversion Shares in the form required
     pursuant  to  this  Article  II upon conversion of this Note, in the amount
     equal  to  $200 per business day after the Delivery Date. The Company shall
     make  any  payments  incurred  under  this Section in immediately available
     funds  upon  demand.

          3.5  Conversion  Mechanics. The number of shares of Common Stock to be
               ---------------------
     issued  upon  each  conversion of this Note shall be determined by dividing
     that  portion  of  the  principal and interest and fees to be converted, if
     any,  by  the  then  applicable Fixed Conversion Price. In the event of any
     conversions  of  a  portion of the outstanding Principal Amount pursuant to
     this  Article  III,  such  conversions  shall  be  deemed  to  constitute
     conversions of the outstanding Principal Amount applying to Monthly Amounts
     for  the  remaining  Amortization  Dates  in  chronological  order.

          3.6  Adjustment  Provisions. The Fixed Conversion Price and number and
               ----------------------
     kind  of shares or other securities to be issued upon conversion determined
     pursuant to this Note shall be subject to adjustment from time to time upon
     the  occurrence  of  certain  events during the period that this conversion
     right  remains  outstanding,  as  follows:

          (a)  Reclassification.  If  the  Company  at  any  time  shall,  by
               ----------------
     reclassification  or  otherwise, change the Common Stock into the same or a
     different  number  of  securities of any class or classes, this Note, as to
     the  unpaid Principal Amount and accrued interest thereon, shall thereafter
     be  deemed  to  evidence  the  right to purchase an adjusted number of such
     securities and kind of securities as would have been issuable as the result
     of such change with respect to the Common Stock (i) immediately prior to or
     (ii)  immediately  after, such reclassification or other change at the sole
     election  of  the  Holder.

          (b)  Stock Splits, Combinations and Dividends. If the shares of Common
               ----------------------------------------
     Stock are subdivided or combined into a greater or smaller number of shares
     of  Common  Stock,  or  if  a  dividend  is paid on the Common Stock or any
     preferred  stock issued by the Company in shares of Common Stock, the Fixed
     Conversion Price shall be proportionately reduced in case of subdivision of
     shares  or  stock  dividend  or  proportionately  increased  in the case of
     combination  of  shares,  in  each  such  case by the ratio which the total
     number  of  shares of Common Stock outstanding immediately after such event
     bears to the total number of shares of Common Stock outstanding immediately
     prior  to  such  event.

          (c) Share Issuances. Subject to the provisions of this Section 3.6, if
              ---------------
     the  Company shall at any time prior to the conversion or repayment in full

<PAGE>

     of  the  Principal  Amount  issue  any shares of Common Stock or securities
     convertible into Common Stock to a Person other than the Holder (except (i)
     pursuant  to  Sections  3.6(a)  or  (b)  above;  (ii)  pursuant to options,
     warrants,  or  other  obligations  to  issue shares outstanding on the date
     hereof  as  disclosed  to  the Holder in writing; (iii) pursuant to options
     and/or  shares that may be issued under any employee incentive stock option
     and/or  any  qualified  stock  option  plan adopted by the Company, or (iv)
     pursuant to the issuance of restricted shares to vendors for goods received
     and/or  services  rendered  to  the  Company  in an amount not to exceed an
     aggregate  of  1,000,000 shares which, unless the Holder otherwise consents
     in  writing,  shares  may  not be sold until the earlier of (A) three years
     from the date hereof or (B) the date all of the obligations and liabilities
     of the Company to the Holder under the Purchase Agreement are paid in full)
     for  a  consideration  per  share  (the  "OFFER PRICE") less than the Fixed
     Conversion  Price  in  effect  at the time of such issuance, then the Fixed
     Conversion  Price shall be immediately reset to such lower Offer Price. For
     purposes  hereof,  the  issuance of any security of the Company convertible
     into  or  exercisable  or  exchangeable for Common Stock shall result in an
     adjustment  to  the  Fixed  Conversion  Price  upon  the  issuance  of such
     securities.

          (d)  Computation  of  Consideration.  For  purposes of any computation
               ------------------------------
     respecting  consideration  received  pursuant  to Section 3.6(c) above, the
     following  shall  apply:

               (i)  in  the  case  of the issuance of shares of Common Stock for
          cash,  the  consideration  shall  be the amount of such cash, provided
          that  in  no  case  shall  any  deduction be made for any commissions,
          discounts  or  other  expenses  incurred  by  the  Company  for  any
          underwriting  of  the  issue  or  otherwise  in  connection therewith;

               (ii)  in the case of the issuance of shares of Common Stock for a
          consideration  in  whole or in part other than cash, the consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined  in  good  faith  by  the Board of Directors of the Company
          (irrespective  of  the  accounting  treatment  thereof);  and

               (iii)  upon  any  such  exercise,  the  aggregate  consideration
          received  for  such securities shall be deemed to be the consideration
          received  by  the Company for the issuance of such securities plus the
          additional  minimum  consideration,  if  any,  to  be  received by the
          Company  upon the conversion or exchange thereof (the consideration in
          each  case  to  be  determined  in  the  same  manner  as  provided in
          subsections  (i)  and  (ii)  of  this  Section  3.6(d)).

          3.7  Reservation  of  Shares.  During  the period the conversion right
               -----------------------
     exists,  the  Company  will reserve from its authorized and unissued Common
     Stock  a  sufficient  number  of  shares  to  provide  for  the issuance of
     Conversion  Shares  upon  the full conversion of this Note and the Warrant.
     The  Company  represents  that upon issuance, the Conversion Shares will be
     duly  and validly issued, fully paid and non-assessable. The Company agrees
     that  its  issuance  of  this  Note  shall constitute full authority to its
     officers,  agents,  and  transfer  agents  who are charged with the duty of
     executing and issuing stock certificates to execute and issue the necessary
     certificates  for  the  Conversion Shares upon the conversion of this Note.

          3.8  Registration  Rights.  The  Holder  has been granted registration
               --------------------
     rights  with  respect  to  the  Conversion  Shares  as  set  forth  in  the
     Registration  Rights  Agreement.

<PAGE>

          3.9  Issuance of New Note. Upon any partial conversion of this Note, a
               --------------------
     new Note containing the same date and provisions of this Note shall, at the
     request  of  the  Holder,  be  issued  by the Company to the Holder for the
     principal  balance  of  this  Note  and  interest which shall not have been
     converted  or  paid.  Subject to the provisions of Article IV of this Note,
     the Company shall not pay any costs, fees or any other consideration to the
     Holder  for  the  production  and  issuance  of  a  new  Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

          4.1  Events  of Default. The occurrence of any of the following events
               ------------------
     set  forth in this Section 4.1 shall constitute an event of default ("EVENT
     OF  DEFAULT")  hereunder:

          (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,
               --------------------
     excluding  ERC  Solutions,  Inc.  which was dissolved in or around February
     2006  (the  "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,

<PAGE>

     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;

          (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 Parent (other than a "Person" or "group" that beneficially
     owns  35% or more of such outstanding voting equity interests of the Parent
     on  the  date  hereof)  or  (ii) the Board of Directors of the Parent shall
     cease  to  consist  of a majority of the Parent'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 September 2005
               -----------------------------------------------------------------
     Purchase  Agreement,  the September 2005 Related Agreements, the Gulf Coast
     ---------------------------------------------------------------------------
     Purchase  Agreements and the Gulf Coast Related Agreements. (i) An Event of
     ----------------------------------------------------------
     Default  shall  occur  under  and as defined in the Purchase Agreement, any
     Related  Agreement, the Securities Purchase Agreement dated as of September
     19,  2005  by  and between the Holder and the Company (as amended, modified
     and  supplemented  from  time  to  time,  the  "September  2005  Purchase
     Agreement") and/or any other document, instrument or agreement entered into
     in  connection  with  the  transactions  contemplated by the September 2005
     Purchase  Agreement  (as  amended,  modified  and supplemented from time to
     time,  the "September 2005 Related Agreements"), the April 26, 2006 or June
     30,  2006  Gulf  Coast  Oil  Corporation ("Gulf Coast") Securities Purchase
     Agreements  by  and between the Holder and Gulf Coast (as amended, modified
     and  supplemented  from time to time, the "Gulf Coast Purchase Agreements")
     and/or  any  other  document,  instrument  or  agreement  entered  into  in
     connection  with  the  transactions contemplated by the Gulf Coast Purchase
     Agreements  (as  amended,  modified and supplemented from time to time, the
     "Gulf  Coast  Related  Agreements"),  (ii)  the  Company  or  any  of  its
     Subsidiaries  shall breach any term or provision of the Purchase Agreement,

<PAGE>

     any  Related  Agreement,  the  September  2005  Purchase  Agreement  or any
     September 2005 Related Agreement, the Gulf Coast Purchase Agreements or any
     Gulf  Coast  Related Agreements 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, any Related Agreement, the September 2005 Purchase
     Agreement  or any September 2005 Related Agreement, the Gulf Coast Purchase
     Agreements  or  any Gulf Coast Related Agreements (iv) any proceeding shall
     be  brought  to  challenge  the  validity,  binding  effect of the Purchase
     Agreement,  any Related Agreement, the September 2005 Purchase Agreement or
     any September 2005 Related Agreement, the Gulf Coast Purchase Agreements or
     any  Gulf  Coast  Related  Agreements  or  (v)  the Purchase Agreement, any
     Related  Agreement,  the September 2005 Purchase Agreement or any September
     2005  Related  Agreement, or the Gulf Coast Purchase Agreements or any Gulf
     Coast  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);

          (l)  Stop  Trade.  An SEC stop trade order or Principal Market trading
               -----------
     suspension  of the Common Stock shall be in effect for five (5) consecutive
     days  or  five  (5)  days  during  a  period  of ten (10) consecutive days,
     excluding  in  all cases a suspension of all trading on a Principal Market,
     provided  that  the  Company  shall not have been able to cure such trading
     suspension within thirty (30) days of the notice thereof or list the Common
     Stock on another Principal Market within sixty (60) days of such notice; or

          (m) Failure to Deliver Common Stock or Replacement Note. The Company's
              ---------------------------------------------------
     failure  to  deliver Common Stock to the Holder pursuant to and in the form
     required  by  this  Note and the Purchase Agreement and, if such failure to
     deliver Common Stock shall not be cured within two (2) business days or the
     Company  is  required  to  issue  a  replacement Note to the Holder and the
     Company  shall  fail  to  deliver  such  replacement  Note within seven (7)
     business  days.

     The  Events  of  Default  set  forth in this Section 4.1 are subject to the
express waiver of certain Events of Default by Holder in favor of the Company as
provided  in  the  Amendment Agreement (the "First Amendment Agreement") and the
Second  Amendment  Agreement  (the "Second Amendment Agreement") entered into on
November  3, 2005 and December 14, 2005, respectively, by and between the Holder
and  the Company.  Such Events of Default expressly waived pursuant to the First
Amendment  Agreement  and  the Second Amendment Agreement shall remain waived in
accordance  with  the  express  terms  of  the First Amendment Agreement and the
Second  Amendment  Agreement  and  shall  not  be deemed to constitute Events of
Default  for  purposes of this Note, the Purchase Agreement, Related Agreements,
the  September  2005  Purchase  Agreement  and/or  the  September  2005  Related
Agreements.

          4.2  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.

<PAGE>

          4.3  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
     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  4.3.

                                    ARTICLE V
                                  MISCELLANEOUS

          5.1  Conversion  Privileges.  The  conversion  privileges set forth in
               ----------------------
     Article III shall remain in full force and effect immediately from the date
     hereof  until  the  date  this  Note  is  indefeasibly  paid  in  full  and
     irrevocably  terminated.

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


          5.3  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.

          5.4 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.

          5.5  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.

          5.6 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.

<PAGE>

          5.7  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.

          5.8  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.

<PAGE>

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

          5.10  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.

          5.11  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 dated as of the
     date hereof and (ii) in the equity interests of the Companies' Subsidiaries
     pursuant  to  the  Stock  Pledge Agreement dated as of the date hereof. The
     obligations  of  the  Company  under  this  Note  are guaranteed by certain
     Subsidiaries of the Company pursuant to the Subsidiary Guaranty dated as of
     the  date  hereof.

          5.12  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.

          5.13  Registered  Obligation. This Note is intended to be a registered
                ----------------------
     obligation  within  the  meaning  of  Treasury  Regulation  Section
     1.871-14(c)(1)(i)  and  the  Company (or its agent) shall register the Note
     (and  thereafter shall maintain such registration) as to both principal and
     any  stated interest. Notwithstanding any document, instrument or agreement
     relating  to this Note to the contrary, transfer of this Note (or the right
     to  any  payments  of  principal or stated interest thereunder) may only be
     effected  by  (i)  surrender  of this Note and either the reissuance by the
     Company  of this Note to the new holder or the issuance by the Company of a
     new  instrument  to  the  new holder, or (ii) transfer through a book entry
     system  maintained  by  the  Company  (or its agent), within the meaning of
     Treasury  Regulation  Section  1.871-14(c)(1)(i)(B).

          5.14  Amendment  and Restatement. This Note amends and restates in its
                --------------------------
     entirety  (and is given in substitution for but not in satisfaction of) (a)
     that certain $15,000,000 Amended and Restated Secured Convertible Term Note
     entered  into  on  December  30,  2005  to be effective as of June 30, 2005
     executed  by  the  Company  in favor of the Holder (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  Convertible Term Note to be signed in its name on December 28, 2006, to
be  effective  as  of  June  30,  2005.


     NEW CENTURY ENERGY CORP.

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

WITNESS:

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





<PAGE>

                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION
                              --------------------

        (To be executed by the Holder in order to convert all or part of
              the Secured Convertible Term Note into Common Stock)

New  Century  Energy  Corp.
5851  San  Felipe,  Suite  775
Houston,  Texas  77057

     The  undersigned hereby converts $________ of the principal due on [specify
applicable  Repayment  Date]  under the Amended and Restated Secured Convertible
Term  Note  effective  as  of  June  30, 2005 (the "NOTE") issued by New Century
Energy  Corp.  (the  "COMPANY")  by  delivery  of  shares of Common Stock of the
Company  ("SHARES")  on  and  subject  to  the conditions set forth in the Note.

1.     Date  of  Conversion
                                     ---------------------
2.     Shares  To  Be  Delivered:
                                     ---------------------

                                     [HOLDER]


                                     By:
                                        -------------------------------
                                     Name:
                                          -----------------------------
                                     Title:
                                           ----------------------------

<PAGE>