Exhibit 10.5



                    REAFFIRMATION AND RATIFICATION AGREEMENT

                                December 28, 2006

Laurus Master Fund, Ltd.
c/o Laurus Capital Management LLC
825 Third Avenue
New York, New York 10022

Ladies and Gentlemen:

     Reference is made to (a) the Securities Purchase Agreement dated as of June
                                                                            ----
30,  2005 (as amended, restated, modified and/or supplemented from time to time,
---------
the  "June  2005  SPA")  by  and  between  New  Century Energy Corp., a Colorado
corporation  ("New  Century"),  and Laurus Master Fund, Ltd. ("Laurus"), (b) the
               ------------                                    ------
Amended and Restated Secured Convertible Term Note effective as of June 30, 2005
made  by  New  Century  in  favor  of Laurus in the original principal amount of
Fifteen  Million  Dollars  ($15,000,000)  (as amended, restated, modified and/or
supplemented  from  time to time, the "June 2005 Term Note"), (c) the Subsidiary
                                       -------------------
Guaranty  dated  as  of  June  30,  2005  (as amended, restated, modified and/or
supplemented  from  time  to  time,  the  "June  2005 Guaranty") made by Century
                                           -------------------
Resources,  Inc.,  a  Delaware  corporation  ("Century  Resources"), in favor of
                                               ------------------
Laurus, (d) the Master Security Agreement dated as of June 30, 2005 (as amended,
restated,  modified  and/or supplemented from time to time, the "Master Security
                                                                 ---------------
Agreement")  among  New  Century,  Century  Resources  and Laurus, (e) the Stock
---------
Pledge  Agreement  dated  as  of  June  30, 2005 (as amended, restated, modified
and/or  supplemented from time to time, the "June 2005 Pledge Agreement") by and
                                             --------------------------
between  New  Century  and Laurus, (f) the Related Agreements (as defined in the
June  2005 SPA) (as amended, restated, modified and/or supplemented from time to
time, the "June 2005 Related Agreements") (the June 2005 SPA, the June 2005 Term
           ----------------------------
Note,  the  June  2005  Guaranty,  the  Master Security Agreement, the June 2005
Pledge  Agreement  and  the  June  2005  Related  Agreements,  each a "June 2005
Agreement"  and  collectively,  the  "June 2005 Agreements"), (g) the Securities
                                      --------------------
Purchase  Agreement  dated  as  of  September  19,  2005  (as amended, restated,
modified  and/or  supplemented from time to time, the "September 2005 SPA"), (h)
                                                       ------------------
the  Secured  Term  Note  in  the original principal amount of Nine Million Five
Hundred  Thousand  Dollars  ($9,500,000)  (as amended, restated, modified and/or
supplemented  from  time  to  time,  the  "September  2005 Term Note"), (i) each
                                           --------------------------
Mortgage,  Deed of Trust, Security Agreement, Financing Statement and Assignment
of  Production  dated  as  of September 19, 2005 made by New Century and Century
Resources in favor of Laurus (as amended, restated, modified and/or supplemented
from  time  to time, the "September 2005 Mortgages"), (j) the Related Agreements
                          ------------------------
(as  defined  in  the September 2005 SPA) (as amended, restated, modified and/or
supplemented  from  time  to  time,  the "September 2005 Related Agreements" and
                                          ---------------------------------
together  with  the  September  2005  SPA,  the September 2005 Term Note and the
September 2005 Mortgages, each a "September 2005 Agreement" and collectively the
                                  ------------------------
"September  2005  Agreements"),  (k) the Guaranty dated as of April 28, 2006 (as
 ---------------------------
amended,  restated,  modified  and/or supplemented from time to time, the "April
2006  Guaranty")  made by NCEC and Century Resources in favor of Laurus, (l) the
Stock  Pledge  Agreement  dated  as  of  April  28,  2006 (as amended, restated,
modified  and/or  supplemented  from  time  to  time,  the  "April  2006  Pledge
                                                             -------------------
Agreement")  by  and  between  New  Century  and Laurus and (m) each Amended and
---------
Restated  Mortgage,  Deed  of Trust, Security Agreement, Financing Statement and
Assignment  of  Production  dated  as  of April 26, 2006 made by New Century and
Century  Resources  in  favor  of  Laurus (as amended, restated, modified and/or
supplemented  from  time  to  time,  the "April 2006 Mortgages") (the April 2006
                                          --------------------
Guaranty,  the April 2006 Pledge Agreement and the April 2006 Mortgages, each an
"April  2006  Agreement"  and collectively the "April 2006 Agreements"); (m) the
 ----------------------                         ---------------------

<PAGE>

Amended  and  Restated  Secured Term Note effective as of April 28, 2006 made by
Gulf  Coast  Oil  Corporation, a Delaware corporation ("Gulf Coast") in favor of
Laurus  in the aggregate principal amount of Forty Million Dollars ($40,000,000)
(as  amended,  restated,  modified  and/or  supplemented  from time to time, the
"April  2006 Term Note"), the Subsidiary Guaranty dated as of April 28, 2006 (as
 ---------------------
amended,  restated,  modified  and/or  supplemented  from  time  to  time,  the
"Guaranty") made by Gulf Coast in favor of Laurus, the Master Security Agreement
 --------
dated  as  of April 28, 2006 (as amended, restated, modified and/or supplemented
from  time  to  time, the "Master Security Agreement") by and between Gulf Coast
                           -------------------------
and  Laurus  and the Related Agreements (as defined in the April 2006 Securities
Purchase Agreement (the "April 2006 SPA") (as amended, restated, modified and/or
supplemented  from  time  to  time,  the  "April  2006 Related Agreements"); the
                                           ------------------------------
Guaranty  dated  as  of  April  28,  2006 (as amended, restated, modified and/or
supplemented  from  time to time, the "April 2006 Guaranty") made by New Century
                                       -------------------
and Century Resources in favor of Laurus, the Stock Pledge Agreement dated as of
April  28, 2006 (as amended, restated, modified and/or supplemented from time to
time,  the  "April 2006 Pledge Agreement") by and between New Century and Laurus
             ---------------------------
and  (m)  each Amended and Restated Mortgage, Deed of Trust, Security Agreement,
Financing Statement and Assignment of Production dated as of April 26, 2006 made
by  New  Century and Century Resources in favor of Laurus (as amended, restated,
modified and/or supplemented from time to time, the "April 2006 Mortgages") (the
April  2006  SPA,  the  April  2006 Term Note, the Guaranty, the Master Security
Agreement  and  the  April 2006 Related Agreements, the April 2006 Guaranty, the
April  2006  Pledge  Agreement and the April 2006 Mortgages, each an "April 2006
                                       --------------------           ----------
Agreement"  and  collectively the "April 2006 Agreements"); (n) the Secured Term
---------
Note  effective as of June 30, 2006 made by Gulf Coast in favor of Laurus in the
aggregate  principal  amount  of  Five Million Dollars ($5,000,000) (as amended,
restated,  modified  and/or  supplemented from time to time, the "June 2006 Term
                                                                  --------------
Note"), the Subsidiary Guaranty dated as of June 30, 2006 (as amended, restated,
----
modified  and/or  supplemented  from  time to time, the "Guaranty") made by Gulf
Coast  in  favor  of  Laurus, and the Related Agreements (as defined in the June
2006  Securities Purchase Agreement (the "June 2006 SPA") (as amended, restated,
modified  and/or  supplemented  from  time  to  time,  the  "April  2006 Related
                                                             -------------------
Agreements")  (the  June 2006 SPA, the June 2006 Term Note, the Guaranty and the
----------
June  2006 Related Agreements, each a "June 2006 Agreement" and collectively the
                                       -------------------
"June  2006  Agreements");  the  Guaranty dated as of June 30, 2006 (as amended,
 ----------------------
restated,  modified  and/or  supplemented  from  time  to  time,  the "June 2006
Guaranty")  made  by  New  Century and Century Resources in favor of Laurus, the
Guaranty  dated  as  of  June  30,  2006  (as amended, restated, modified and/or
supplemented  from  time  to  time, the "June 2006 Gulf Coast Guaranty") made by
                                         -----------------------------
Gulf  Coast  in  favor  of  Laurus,  each Amended and Restated Mortgage, Deed of
Trust,  Security  Agreement,  Financing  Statement  and Assignment of Production
dated  as of June 30, 2006 made by New Century, Century Resources and Gulf Coast
in favor of Laurus (as amended, restated, modified and/or supplemented from time
to  time, the "June 2006 Mortgages") (the June 2006 Guaranty, the June 2006 Gulf
               -------------------
Coast  Guaranty,  and  the June 2006 Mortgages, each a "June 2006 Agreement" and
                                                        -------------------
collectively  the  "June  2006  Agreements");
                    ----------------------

<PAGE>

To  induce  Laurus  to enter into the Securities Purchase Agreement dated as of
the  date  hereof  by  and between New Century and Laurus (as amended, restated,
modified  and/or  supplemented  from  time to time, the "December 2006 SPA") and
                                                         -----------------
purchase  from New Century a Secured Term Note in the aggregate principal amount
of  Sixteen  Million,  Two  Hundred  and  Ten Thousand Dollars ($16,210,000) (as
amended, restated, modified and/or supplemented from time to time, the "December
                                                                        --------
2006  Term  Note"),  each  of  the  undersigned,  as  applicable,  hereby:
----------------

     (1) represents and warrants to Laurus that it has reviewed and approved the
terms  and  provisions  of  the December 2006 SPA and the Related Agreements (as
defined  in  the December 2006 SPA, the "December 2006 Related Agreements") (the
                                         --------------------------------
December  2006  SPA,  the  December 2006 Term Note and the December 2006 Related
                                                           ---------------------
Agreements,  each  a  "December  2006 Agreement" and collectively, the "December
----------             ------------------------
2006  Agreements");

     (2)  acknowledges, ratifies and confirms that all of the terms, conditions,
representations  and  covenants  contained  in  the  June  2005  Agreements, the
September  2005  Agreements,  the  April  2006  Agreements,  and  the  June 2006
Agreements  to which it is a party are in full force and effect and shall remain
in  full force and effect after giving effect to the execution and effectiveness
of  the  December  2006  Agreements;

     (3) acknowledges, ratifies and confirms that the defined term "Obligations"
under  the June 2005 Guaranty, the Master Security Agreement, the September 2005
Mortgages,  the April 2006 Guaranty and the April 2006 Mortgages and the defined
term  "Indebtedness"  under  the  June  2005 Pledge Agreement and the April 2006
Pledge Agreement include, without limitation, all obligations and liabilities of
Gulf  Coast  or  New Century to Laurus under the June 2006 Agreements and/or the
December  2006  Agreements  and all other obligations and liabilities of each of
the  undersigned  to Laurus (including interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency, reorganization or
like  proceeding,  whether  or  not  a  claim  for  post-filing or post-petition
interest  is  allowed  or allowable in such proceeding), whether now existing or
hereafter  arising,  direct or indirect, liquidated or unliquidated, absolute or
contingent  (collectively,  the  "Obligations");
                                  -----------

     (4)  acknowledges  and  confirms that the occurrence of an Event of Default
under  any of the September 2005 Agreements, the June 2005 Agreements, the April
2006  Agreements  and/or  the  June 2006 Agreements shall constitute an Event of
Default  under  the December 2006 Agreements and (ii) the occurrence of an Event
of  Default  under any of the December 2006 Agreements shall constitute an Event
of  Default  under  the September 2005 Agreements, the June 2005 Agreements, the
April  2006  Agreements  or  the  June  2006  Agreements;

     (5)  represents  and  warrants  that  no offsets, counterclaims or defenses
exist as of the date hereof with respect to any of the undersigned's obligations
under  any of the September 2005 Agreements, the June 2005 Agreements, the April
2006  Agreements,  or  the  June  2006  Agreements;

     (6)  acknowledges,  ratifies and confirms (i) the grant by each undersigned
to  Laurus  of a security interest and lien in the assets of each undersigned as
more  specifically  set  forth  in  the June 2005 Agreements, the September 2005

<PAGE>

Agreements,  the  April  2006  Agreements,  the  June  2006  Agreements, and the
December 2006 Agreements as applicable (the "Security Interest Grants") and (ii)
that  the  Security  Interest  Grants  secure  all  Obligations;  and

     (7)  releases,  remises,  acquits and forever discharges Laurus and Laurus'
employees,  agents,  representatives,  consultants,  attorneys,  fiduciaries,
officers,  directors, partners, predecessors, successors and assigns, subsidiary
corporations,  parent  corporations, and related corporate divisions (all of the
foregoing  hereinafter  called the "Released Parties"), from any and all actions
and  causes  of  action,  judgments,  executions, suits, debts, claims, demands,
liabilities, obligations, damages and expenses of any and every character, known
or  unknown,  direct and/or indirect, at law or in equity, of whatsoever kind or
nature,  for  or because of any matter or things done, omitted or suffered to be
done by any of the Released Parties prior to and including the date of execution
hereof,  and  in  any  way  directly  or indirectly arising out of or in any way
connected  to  this  Reaffirmation  and  Ratification  Agreement,  the June 2005
Agreements,  the  September 2005 Agreements, the April 2006 Agreements, the June
2006 Agreements, the December 2006 Agreements and any other document, instrument
or  agreement  made  by  any  of  the  undersigned  in  favor  of  Laurus.



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<PAGE>

     This  agreement  shall  be governed by and construed in accordance with the
laws  of  the  State  of  New  York.


                                       Very truly yours,
                                       NEW CENTURY ENERGY CORP.
                                       /s/ Edward R. DeStefano
                                       --------------------------------
                                       Edward DeStefano
                                       President
                                       Address:     5851 San Felipe, Suite 775
                                                    Houston, TX 77057


                                       CENTURY RESOURCES, INC.
                                       /s/ Edward R. DeStefano
                                       -------------------------------
                                       Edward DeStefano
                                       President
                                       Address:     5851 San Felipe, Suite 775
                                                    Houston, TX 77057


                                       GULF COAST OIL CORPORATION
                                       /s/ Edward R. DeStefano
                                       ------------------------------
                                       Edward DeStefano
                                       President
                                       Address:     5851 San Felipe, Suite 775
                                                    Houston, TX 77057




ACCEPTED AND AGREED TO:

LAURUS MASTER FUND, LTD.

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

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