Exhibit 10.3

                             SUBSCRIPTION AGREEMENT

                                                  Date:  February  21,  2005

TO:    NEW  CENTURY  ENERGY  CORP.

PLEASE  INSERT  TODAY'S  DATE  ABOVE IN THE SPACE INDICATED. ALSO, YOU MUST SIGN
THIS  SUBSCRIPTION  AGREEMENT  AT  THE  END  WHERE  INDICATED  AND  COMPLETE ALL
INFORMATION  ASKED  FOR  FOLLOWING  THE  SIGNATURE LINE. NO SUBSCRIPTION WILL BE
ACCEPTED  WITHOUT  THIS  INFORMATION.

RE:  Subscription  for  Shares Pursuant to Regulation S under the Securities Act
of  1933

Gentlemen:

1.  ACKNOWLEDGEMENT AND SUBSCRIPTION. The undersigned (herein the "Subscriber")
hereby  acknowledges that he subscribes for the purchase of shares of the common
stock  (the  "Shares") of New Century Energy Corp. (the "Company") in the amount
up  to  One  Million  Dollars($1,000,000)  and  with  an  option  to purchase an
additional  One  Million  Dollars at the price of 40% of the daily closing offer
price  as  reported by NASDAQ or OTCBB (with a minimum purchase price of .35 per
share  unless  otherwise agreed upon in advance by the Company). Subscriber also
confirms  that  he  has  received  pertinent information about the Company which
includes,  among  other  things,  pertinent  financial  and business information
regarding  its  products,  operations and future plans, together with such other
information  as  has  been  requested  by  Subscriber  from the Company so that
Subscriber  may  properly  make  an  informed investment decision concerning the
subscription  for  the  Company's  Shares.  Subscriber  also acknowledges that,
except  as set forth herein, no representations or warranties have been made to
the  undersigned, or to his advisers by the Company or by any officer, director,
employee  or  by any person acting in the Company's behalf, and THE UNDERSIGNED
HAS  NOT  RELIED  UPON  ANY  INFORMATION CONCE-RNING THE SHARES BEING PURCHASED,
WRITTEN  OR  ORAL,  OTHER  THAN  THAT  PROVIDED  BY  THE  COMPANY.

2.  PAYMENT.   Subscriber  agrees to pay for the Shares in weekly closings until
the  subscription is fully completed pursuant to the instructions of the Company
in  good  funds,  denominated  in  US  Dollars,  transmitted in the form of wire
transfer  or  bank/cashier's check to the account of the Escrow Agent designated
by  the  Company  for  this  purpose.

3.  ESCROW  PROVISIONS,  REGULATION  S  RESTRICTIONS  AND  ISSUANCE  OF  SHARE
CERTIFICATES.

          A.  ESCROW  OF  SUBSCRIPTION PROCEEDS. All funds of Subscriber will be
     forwarded  to  Jose  Marco Casellini, Escrow Agent, as escrow agent for the
     Company ("Escrow Agent"), and deposited in an Escrow Account maintained for
     such  purpose  under  the  terms  of a separate Escrow Agreement that shall
     govern the release of funds and share certificates. The Escrow Agent shall,
     upon receipt of this subscription with good, available funds, wire transfer
     the  net  proceeds  to  Company.  Upon receipt of the proceeds, the Company
     shall  promptly  issue all necessary instructions to the Company's Transfer
     Agent,  with  instructions  to  issue the Share Certificate in the name set
     forth  in  this  Subscription  Agreement.

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Subscription  Agreement
Page  2

          B.  REGULATION  S  OFFERING.  The Shares being sold by the Company are
     offered  pursuant  to  Regulation S promulgated under the Securities Act of
     1933,  as  amended  (the "Act"), and will be subject to the restrictions on
     transfer  provided  by  Regulation S, the terms and conditions of which are
     incorporated herein by reference. Share Certificates shall bear a customary
     Regulation  S  legend  and special "stop transfer" instructions restricting
     the  transfer  of  such Shares to any US Person, as such term is defined in
     Regulation  S  promulgated under the Act, for a period of one (1) year from
     the  date of purchase of the Shares (the "Restricted Period"). Except as so
     noted,  the  Shares  will be freely transferable on the Company's books and
     records.

          C.  REMOVAL OF RESTRICTIVE LEGEND. At the end of the Restricted Period
     the  Company will provide to its Transfer Agent a legal opinion prepared by
     Company  Counsel  to  the  effect  that  the  restrictive  legend  may  be
     appropriately  removed  from  the  Share  Certificates, should such a legal
     opinion  be  required  by  the  Transfer  Agent  in  order to so remove the
     restrictive  legend. All fees relating to the removal of the legend, except
     for  selling  or  brokerage  commissions,  shall  be  borne by the Company.
     However,  nothing contained herein shall affect in any way the Subscriber's
     obligation and agreement to comply with all applicable securities laws upon
     the  sale  of  the  Shares.

          D. NO REGULATORY REVIEW OF OFFERING. No federal or state agency in the
     United  States  has made any finding or determination as to the fairness of
     this purchase in the Company, nor has any such body made any endorsement of
     this  investment.

          E. DELIVERY OF CERTIFICATES. Upon receipt of Share Certificates Escrow
     Agent  will  promptly  forward  the  Share  Certificates to the Subscriber.

4.  SUBSCRIBER  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  Subscriber hereby
acknowledges,  represents  and warrants to, and agrees with, the Company and any
other  persons  acting  as  selling  agents  as  follows:

     (a)  The  Subscriber  is  not  a  resident  of  the  United States and if a
          corporation  or  other  entity, is not organized under the laws of any
          jurisdiction  within  the  United  States, and if the Subscriber is an
          entity  other than an individual, it was not formed for the purpose of
          investing  in  securities  sold  under  Regulation  S  under  the Act.
          Subscriber  is  not  a  subsidiary  of  a corporation organized in the
          United  States,  and  is not otherwise a "U.S. Person" as that term is
          defined  in  Section  902  of  Regulation  S.
     (b)  At the time that this subscription for the Shares was made, Subscriber
          was  outside  of  the United States and continued to be outside of the
          United States at the time this Subscription Agreement was delivered to
          the  Company.
     (c)  Subscriber  is  acquiring the Shares for his, her or its own ac-count,
          as  principal, or for the account of persons each of whom have entered
          into  offshore  subscription  agreements  or documents certifying that
          they  are  not  U.S.  Persons  as  defined under Regulation S, and the
          undersigned  confirms  that neither he, she, it or they are purchasing
          the  Shares  for  the  account or for the benefit of a U.S. Person, as
          defined  in  Regulation  S.

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Subscription  Agreement
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     (d)  Subscriber  warrants  and  represents that he is not a resident of the
          United  States;
     (e)  The  offer  leading to the purchase and sale evidenced hereby was made
          in  an  "offshore  transaction" for the purposes of Regulation S under
          the  Act.  An  "offshore transaction" is defined under Regulation S as
          any  offer  or sale of securities if (i) the offer is made to a person
          outside  of the United States or the Company and any person acting for
          the  Company reasonably believes that the Subscriber is outside of the
          United  States  when  the  offer  is  made; or (ii) the transaction is
          executed in or through the facilities of an offshore securities market
          as  defined  by Regulation S to be the "Eurobond Market," as regulated
          by  the  Association  of  the International Bond Dealers, the American
          Stock  Exchange of Hong Kong Limited, the International Stock Exchange
          of  the  United  Kingdom  and  the  Republic  of Ireland, Limited, the
          Johannesburg Stock Exchange, the Toronto Stock Exchange, the Vancouver
          Stock Exchange, the Stockholm Stock Exchange, the Tokyo Stock Exchange
          or  the  Zurich  Stock  Exchange. In regard to this representation and
          warranty  and  understanding,  it  is  agreed that offers and sales to
          persons  excluded  from  the  definition of "U.S. Person" are offshore
          transactions;
     (f)  For  purposes  of  this  Agreement,  a  "U.S.  person as defined under
          Regulation  S is (i) any natural person resident in the United States;
          (ii)  any  partnership  or corporation organized or incorporated under
          the  laws  of the United States; (iii) any estate of which an executor
          or administrator is a U.S. Person; (iv) any trust of which any trustee
          is a U.S. Person; (v) any agency or branch of a foreign entity located
          in  the  United States; (vi) any non-organized, incorporated or (if an
          individual) resident in the United States and (vii) any partnership or
          corporation  if  (A)  organized  or incorporated under the laws of any
          foreign  jurisdiction  and (B) formed by a U.S. Person principally for
          the  purpose  of  investing in securities not registered under the Act
          unless  it is organized, incorporated or owned by accredited investors
          who  are  not  natural  persons,  estates  or  trusts;
     (g)  Neither  the  Subscriber,  nor any affiliate, nor any person acting on
          their  behalf,  has  made  any  direct  selling  efforts in the United
          States,  as  defined in Regulation S to be any activity undertaken for
          the  purpose  of,  or  that  could  reasonably be expected to have the
          effect  of  conditioning  the  market  in  the  United  States for any
          securities  being  purchased  hereby;
     (h)  The  Subscriber  further understands and agrees that the Company shall
          be  under  no obligation whatsoever to include any of said securities
          in  any  future  registration  statement filed under the Act and that,
          consequent-ly,  the  sale  or  transfer  thereof in the future will be
          subject  to significant restrictions as provided in Regulation S under
          the  Act  and  discussed  herein  above;
     (i)  The  Subscriber  (i)  by  himself or together with his advisor(s), has
          such  knowledge  and experience in financial, business and tax matters
          that  the  Subscriber  is  capable  of  evaluating  the  merits of the
          prospective  investment  in  the  Company  and  making  an  investment
          decision  with respect to the Company; and (ii) the Subscriber is able
          to  bear  the  economic  risk  of  this  investment;
     (j)  Other  than  the  information,  if any, given to the Subscriber by the
          Company  in writing, no representations or warranties have been made
          to  the  under-signed by the Company or any other person in connection
          with  this  Offering,  or  any  officer, employee, agent, affiliate or
          subsidiary  of  any  of  them,  other  than  as  set  forth  in  this
          Subscription  Agreement.

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Subscription  Agreement
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     (k)  If  the  Subscriber  is  a  corporation,  partnership,  trust or other
          entity,  it  is  authorized  and  qualified to purchase the securities
          indicated  in  this  Subscription Agreement and authorized to make its
          capital  contribution  to the Company and otherwise to comply with its
          obligations under this Subscription Agreement, and the person signing
          this  Subscription  Agreement  on  behalf of such entity has been duly
          authorized  by  such  entity  to  do  so;
     (l)  If  the Subscriber is an individual, he is over 21 years of age and is
          a  citizen  and  resident  of the country indicated herein; or, if the
          Subscriber  is a partnership, trust or other entity, each equity owner
          of  such  entity  is over 21 years of age and a citizen of the country
          indicated  herein;  or  if the Subscriber is a corporation, it is duly
          organized  under  the  laws  of  the  country  set  forth  herein;
     (m)  Any  information  which the Subscriber has heretofore furnished to the
          Company  in  this  Subscription Agreement, including information with
          respect  to his financial position, investment objectives and business
          experience,  is  correct  and  complete  as  of  the  date  of  this
          Subscription  Agreement and if there should be any material change in
          such  information  prior to his purchase of the Shares herein, he will
          immediately  furnish  such  revised  or  corrected information to the
          Company;
     (n)  The foregoing representations, warranties and agreements shall survive
          the  acceptance  of  this  subscription  and  delivery  of the Shares.

5.     FURTHER  DISTRIBUTION  OF SHARES.  In such event the Subscriber warrants,
represents and confirms that any such further distribution is in compliance with
the  provisions  of  Regulation  S  and  that each individual or entity that may
receive  a  portion  of the Shares herein subscribed for is not a U.S. Person as
defined  under  Regulation S and that each of the representations in Paragraph 4
above relating to the status of Subscriber as a non-U.S. person under Regulation
S  applies  with  the  same  force  and  effect to each party to whom Subscriber
desires to transfer Shares.  Subscriber shall provide to the Escrow Agent or the
Company  such additional information or warranties as may reasonably be required
in  connection  with  the  issuance  of  such  Shares.

6.     INDEMNITY.  The  Subscriber  agrees  to  indemnify  and hold harmless the
Company,  its  officers  and directors or any other persons participating in the
sale  of  Shares  against any and all loss, liability, claim, damage and expense
whatsoever  (including,  but  not  limited  to, any and all expenses whatsoever
reasonably incurred in investigating, preparing or defending against litigation
commenced  or  threatened or with respect to any claim) arising out of or based
upon  any  breach  of  or  failure  by  the  Sub-scriber,  or  any party to whom
Subscriber  may  transfer  Shares  under  Paragraph  5 above, to comply with any
representation,  warranty, covenant or agreement made by Subscriber herein or in
any  other  document  furnished  by  the  Subscriber  in  connection  with  this
transaction.

7.     MODIFICATION.  Neither  this  Subscription  Agreement  nor any provisions
hereof  shall  be  modified,  changed,  discharged  or  terminated except by an
instrument  in  writing  signed  by  the  party against whom any waiver, change,
discharge  or  termination  is  sought.

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Subscription  Agreement
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8.     REVOCABILITY. Except as may be required by law in certain jurisdictions,
this Subscription Agreement is irrevocable and when signed, may not be withdrawn
or  revoked  by  the  Subscriber  in whole or in part without the consent of the
Company.

9.     NOTICES.  All  notices, consents, requests, demands, offers, reports and
other  communications  required  or  permitted  to  be  given  pursuant to this
Subscription  Agreement  shall  be  in  writing and shall be considered properly
given  or  made when personally delivered to the party entitled thereto, or when
sent  by  mail  in a sealed envelope, with postage prepaid, addressed, if to the
Company,  to  the  address given above, and if to the Subscriber, to the address
set  forth  opposite  the  Subscriber's  signature  on  the counterpart of this
Subscription Agreement that he originally executed and delivered to the Company.
The  Company  may  change  its  address  by  giving  notice to all Subscribers.

10.     COUNTERPARTS.  This  Agreement  may  be executed in counter-part copies,
each  of  which  shall be considered an original and all of which constitute one
and  the  same  instrument binding on all the parties, notwithstanding that all
parties  are  not  signatories  to  the  same  counterpart.

11.     SUCCESSORS AND ASSIGNS. This Subscription Agreement and all of the terms
and  provisions  hereof  shall  be  binding upon and inure to the benefit of the
parties  and  their  respective  heirs,  executors, administrators, successors,
trustees, legal representatives and assigns. If the Subscriber is more than one
person,  the  obligation  of  the  Subscriber shall be joint and several and the
agreements,  representations,  warranties and acknowledgements herein contained
shall  be  deemed  to  be  made  by and be binding upon each such person and his
heirs,  executors,  administrators,  successors, trustees, legal representatives
and  assigns.

12.     ASSIGNABILITY.  This  Subscription Agreement is not transferable by the
Subscriber.

13.  GOVERNING  LAW, JURISDICTION. This Agreement shall be construed, performed,
and  enforced  in  accordance  with,  and  governed  by,  the  internal  laws of
Switzerland,  without  giving  effect  to  the  principles  of conflicts of laws
thereof.

IN  WITNESS  WHEREOF,  the undersigned has executed this Subscription Agreement
this  day  of   21 ,  2005
               -----

Name  of  Subscriber:               KITARO,  INC.

Witnessed  By:                      Signature  of  Subscriber:
                                    /s/ David Downes
---------------------               -----------------------------
                                                            Title

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Subscription  Agreement
Page  6

Number  of  Shares  Subscribed  For:

US  Dollar  Amount  Subscribed  For:  $  1,000,000  up  to  $  2,000,000
One  million  up  to  two  million  US  Dollars

Subscriber  Address:                     If  a  Corporation:
50th  Street  16th  Floor
Panama  City,  Panama                    Country  of  Incorporation:  Panama

                                         Country  of  Residence:

If  a  Partnership: Country of Formation:
                                         ---------------------------------------

Countries  of  citizenship  of members:
                                         ---------------------------------------

This  Subscription  Agreement  is  Accepted  this  21,day  of  February,  2005

COMPANY  NAME:  NEW  CENTURY  ENERGY  CORP.

By:
  ---------------------------------

Title:
  ---------------------------------

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