Exhibit 10.5

          FIRST AMENDMENT OF PURCHASE AND SALE & EXPLORATION AGREEMENT
          ------------------------------------------------------------

THIS  AGREEMENT  is made and entered into effective the 1st day of January 2005,
by  and  between  NEW  CENTURY ENERGY CORP. a Colorado corporation, successor to
CENTURY  RESOURCES,  INC.,  ,  maintaining offices at 5851 San Felipe Suite 775,
Houston ,Texas 77057 , herein referred to as "New Century" and AQUATIC CELLULOSE
INTERNATIONAL  CORPOPRATION,  a  Nevada  corporation,  with offices at 2504-43rd
Street  Suite  5,  Vernon,  B.C.  Canada,  VIT  6L1, herein after referred to as
"Aquatic".

                                   WITNESSETH

     WHEREAS,  New  Century and Aquatic are parties to that certain PURCHASE AND
SALE  &  EXPLORATION  AGREEMENT  , herein referred to as "Exploration Agreement"
,dated  effective  March  1,  2004  and

     WHEREAS,  New Century and Aquatic desire to amend the Exploration Agreement
in  accordance  with  the  following  provisions  hereof;  and

     NOW,  THEREFORE,  in  consideration of the mutual covenants and obligations
contained  in  the  Exploration  Agreement  and  herein, New Century and Aquatic
hereby  amend  the  Exploration  Agreement  as  follows:

                                   ARTICLE I.
                                   ----------

The  Exploration  Agreement  is  amended by deletion of the first two paragraphs
following  the  section  heading  II.  OPTION  ON  NEW  PROJECTS AND EXPLORATION
DRILLING  PARTICIPATION,  on  page  4,  and  by  insertion  of  the  following:

"Subject  to  and  in  accordance  with the terms, provisions and conditions set
forth  in this Agreement, Aquatic shall have an exclusive - transferable right,(
transferable  upon  written  consent  of  New  Century,  which consent cannot be
unreasonably  withheld), but not the obligation, to participate with New Century
in  new  drilling  prospects  on  a  limited  basis  as  follows:

     a.   By  acquiring  up to seventy-five percent (75%) working interest in up
          to  two  (2)  new  drilling  (exploration  or  development  drilling)
          prospects  in  Wharton  or  Jackson  Counties,  Texas developed by New
          Century  under the Viking International 3D Agreement. It is understood
          that  upon Aquatics written notification of election to participate in
          drilling  the  selected  prospects,  the  parties  shall  execute  a
          Participation  and  Joint Operating Agreement governing all operations
          and activities on the prospect area, naming New Century Energy Corp as
          Operator  and Aquatic or its assign as Non-Operator. The parties shall
          further execute such other instruments and or documents as Aquatic may
          reasonably  request  of  New  Century  to  consummate and evidence the
          transaction..

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     b.   By acquiring up to fifty percent (50%) working interest to participate
          in  the  drilling  of  the  initial  test  well  on oil and gas leases
          comprising  the  twenty  five acre Isaac Holliday tract in the William
          Cooper Survey in Waller County, Texas (Brookshire Dome Field Area). If
          Aquatic  does  not  elect  to  participate  in the initial well on the
          Holliday  tract,  they  will  forfeit  the right to participate in any
          subsequent  wells  proposed  or  drilled  on the Holliday tract by New
          Century.

Aquatic will have the option to participate in these two project areas on a non-
promoted  basis,  subject only to existing leasehold burdens or back-in interest
or  overrides  reserved  by  Viking International under the Viking 3D Agreement.
Aquatic  will  pay  its pro-rata share of project expenses. If Aquatic elects in
writing  at  its  sole  discretion,  to  participate  in any of these prospects,
Aquatic  will  upon presentation of an invoice and within 10 days, reimburse New
Century  for  its  pro-rata  share  of  any third party expenses incurred by New
Century  relating  to  the  subject  leases and project areas, including but not
limited  to  lease  bonus  payments, landman and legal expenses, title expenses,
geological  and  geophysical  expenses.  Aquatic  will  make  its  election  to
participate, on a prospect by prospect basis as they are presented to Aquatic by
new  Century.  Aquatic  will  exercise  this preferential right of participation
within  a  period  of  30  days  are  receipt  of  notice  and  detailed project
information,  including 3D seismic information from new Century as each prospect
is  presented,  OR a shorter time period- if a time period less than 30 days has
been  imposed on New Century by a third party or mineral owner. New Century will
provide  such prospect project information to Aquatic prior to the expiration of
the  term  of  this  agreement.  (See  Article  IV  below)

If  Aquatic  declines to participate or rejects any individual prospect , within
the  allotted  time period to respond, then New Century shall own the project or
prospect  free  and clear of this Agreement, and Century shall have the right to
market  same  to  third  parties  without  further  obligation  to  Aquatic.  "

                                  ARTICLE I I.
                                ---------------

The  Exploration  Agreement  is amended by deletion under the section heading A.
PROJECT  AREAS.,  on  page  4.  all  of  SUB  PARAGRAPHS  C.;  D.;  AND  E.

                                  ARTICLE III.
                                  -------------

The  Exploration Agreement is amended by deletion of the paragraph following the
section  heading  B.  STOCK  CONSIDERATION  FOR  THIS OPTION ON NEW PROJECTS AND
EXPLORATION  DRILLING  PARTICIPATION,  on  page  4,  and  by  insertion  of  the
following:

     "  As partial consideration hereunder, Aquatic shall deliver to New Century
shares  in  Aquatic  Cellulose International Corporation, as detailed on Exhibit
"C"  attached  to  and  made  a  part  of  this  Agreement."

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                                  ARTICLE IV.
                                  ------------

The Exploration Agreement  is amended by deletion of  the following under
section heading

C.     GENERAL PROVISIONS,    3. TERM.  on page 5, and by insertion of the
following:

     3.   "Term. The term of the Agreement shall be for a period of one (1) year
          beginning  on  January  1,  2005  and  ending on December 31, 2005. If
          Aquatic  fails  to  exercise its right to participate in any prospects
          under  SECTION  II  OPTION  ON  NEW  PROJECTS AND EXPLORATION DRILLING
          PARTICIPATION  -  ARTICLE I on page 4., this right to participate will
          automatically  terminate  on  the  earlier  of the following, the date
          Aquatic elects in writing not to participate in the drilling prospects
          or  December 31, 2005, which ever is earlier. Upon termination of this
          Agreement  there  will be no further obligations or liabilities on the
          part  of  either  party,  except  for  existing  obligations under the
          Operating  Agreement or for prospects and properties jointly owned, or
          any  work or drilling in progress as of said termination date. Aquatic
          at  its  sole  discretion  may at any time terminate this Agreement by
          delivering  written  notice  to  New  Century of Aquatic's election to
          terminate  this  Agreement,  whereupon  this  Agreement will terminate
          without  further  obligation or liabilities on the part of New Century
          or  Aquatic, except those obligation for any work in progress, and for
          those  obligation  set  forth  in  the  Operating  Agreement."

                                   ARTICLE V.
                                  -----------

The Exploration Agreement  is amended by deletion of EXHIBIT "A-1" in its
entirety.

                                  ARTICLE VI.
                                  ------------

The  Exploration  Agreement  is  amended  by deletion of the shares allocated to
EDWARD  R.  DESTEFANO  ..... 3.45 MILLION/ (15%) CONTAINED IN EXHIBIT "C" and by
the  insertion  of  the  following:

NEW CENTURY ENERGY CORP.---------------------------------------1.725 MILLION/
(7.5%)

                                  ARTICLE VII
                                  -----------

Except  as expressly modified by this Amendment, the terms and conditions of the
Purchase and Sale & Exploration Agreement shall remain in full force and effect.

All  of  the  terms,  provisions and conditions of this First Amendment shall be
binding upon and shall inure to the benefit of and be enforceable by the parties
hereto  and  their  respective  successors  and  permitted  assigns.

     IN  WITNESS WHEREOF, the parties hereto have executed this Agreement in the
spaces  provided  below.

CENTURY RESOURCES, INC.                         NEW CENTURY ENERGY CORP.

By: /s/ Edward R. DeStefano                      By: /s/ Edward R. DeStefano
   --------------------------                       --------------------------
   EDWARD R. DeSTEFANO                              EDWARD R. DeSTEFANO
   President                                        PRESIDENT & CEO

AQUATIC CELLULOSE INTERNATIONAL CORP.

By: /s/ Sheridan Westgarde
   ---------------------------
   SHERIDAN WESTGARDE
   President and CEO

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