Exhibit 10.2

                                    AGREEMENT

     This Agreement is dated March 10, 2005, by and between ERC Solutions, Inc.,
a  Delaware  corporation  ("ERC") and New Century Energy Corp., formerly Vertica
Software,  Inc.,  a  Colorado  corporation  ("New  Century")  (the "Agreement").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS,  New  Century  recently  completed  a  reverse merger transaction,
pursuant  to  an  Agreement  and Plan of Reorganization ("Reorganization"), with
Century  Resources,  Inc.,  a  Delaware corporation ("Century"), whereby Century
became  a  wholly  owned  subsidiary  of  New  Century;

     WHEREAS,  pursuant  to  the terms of the Reorganization, New Century was to
have  no  liabilities  on  September  30, 2004 at the time of the closing of the
Reorganization  (the  "Closing");

     WHEREAS,  at  the  Closing,  New  Century  had  approximately $1,048,671 in
liabilities;  and

     WHEREAS,  ERC  desires  to assume and New Century desires for ERC to assume
the  Liabilities.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants,
agreements, and considerations herein contained, and in the Reorganization, the
parties hereto agree as follows:

     1.   Assumption  of  the  Liabilities.
          ---------------------------------
          ERC  acknowledges  its  obligation  to  assume  the  $1,048,671  in
          liabilities  which were listed on the books of New Century at the time
          of  the  Closing  and  any  liabilities  incurred  by  New  Century in
          connection  with, and/or related to the business of ERC, either before
          or after the Closing (the "Liabilities"). ERC additionally agrees that
          the  assumption  of  the Liabilities should relate back to the date of
          the  Closing, and that therefore, the effective date of this agreement
          shall  be  the  date  of  the  Closing.

     2.   Legal  Fees  and  Costs  Associated  with  the  Liabilities
          -----------------------------------------------------------
          ERC  agrees  that  any and all legal fees and/or costs incurred by New
          Century  in  connection  with  any  litigation, arbitration, discovery
          and/or  research  in  connection with the Liabilities shall be paid by
          ERC  ("Costs").

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     3.   Consideration  for  the  Assumption  of  Liabilities.
          -----------------------------------------------------
          ERC  acknowledges  that,  pursuant  to,  and  in  connection  with the
          Reorganization,  Trust Receipt and Irrevocable Instructions, Agreement
          and  Plan  of  Distribution  Agreement,  and  Technology  Assignment
          Agreement  (the  "Closing  Agreements"),  New  Century  was to have no
          liabilities  at  the  time of the Closing, and therefore in connection
          with  the  Reorganization  and  spinoff transaction involving ERC, ERC
          agrees  to  assume  the  Liabilities  and  Costs  of  New  Century.

          Furthermore,  ERC  agrees that this Agreement does not alter, amended,
          supplement  or  otherwise  modify  any of ERC's obligations and duties
          under the Closing Agreements, including, but not limited to, Article 2
          and  Article  3  of  the Agreement and Plan of Distribution Agreement,
          dealing  with  indemnification.

          In  connection  with  the  Reorganization  and  spinoff  transaction
          involving  ERC,  New  Century  agrees  to  allow  ERC  to  assume  the
          Liabilities.

     4.   Indemnification.  ERC  shall  indemnify,  defend  and  hold  harmless
          ----------------
          New  Century and each of New Century's officers, directors, agents and
          affiliates  from  and against any damage, loss, claim, liability, cost
          or  expense, including fees and disbursements of counsel, accountants,
          experts  and  other  consultants  (collectively, "Damages"), resulting
          from,  arising  out  of,  or based upon the Liabilities and/or Closing
          Documents.

     5.   Indemnification  Procedures.  Promptly  after  receipt  by  New
          ----------------------------
Century  (the  "Indemnitee"),  of notice of any action, suit, proceeding, audit,
claim  or  potential claim (any of which is hereinafter individually referred to
as  a  "Circumstance"),  which could give rise to a right to indemnification for
damages  pursuant  to  Section  4,  the  Indemnitee shall give the party who may
become  obligated  to  provide indemnification hereunder, ERC (the "Indemnitor")
written  notice describing the Circumstance in reasonable detail; provided, that
failure of an Indemnitee to give such notice to the Indemnitor shall not relieve
the Indemnitor from any of its indemnification obligations hereunder unless (and
then  only  to  the  extent) that the failure to give such notice prejudices the
defense  of  the  Circumstance by the Indemnitee. Such Indemnitor shall have the
right,  at  its  option  and  upon  its  acknowledgment  to  the  Indemnitee  of
Indemnitor's  liability  to  indemnify  Indemnitee  in  respect of such asserted
liability,  to  compromise or defend, at its own expense and by its own counsel,
any  such  matter  involving the asserted liability of the Indemnitee; provided,
that  any such compromise (i) shall include as an unconditional term thereof the
giving by the claimant or the plaintiff to such Indemnitee of a release from all
liability  in  respect of such claim and (ii) shall not result in the imposition
on  the  Indemnitee of any remedy other than monetary damages to be paid in full

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by  the  Indemnitor.  If  any indemnitor shall undertake to compromise or defend
any  such  asserted  liability,  it  shall promptly notify the Indemnitee of its
intention  to  do  so,  and  the  Indemnitee  agrees  to,  and  to cause its own
independent  counsel  to, cooperate fully with the Indemnitor and its counsel in
the  compromise  of,  or  defense  against,  any  such  asserted liability.  All
reasonable  out-of-pocket  costs  and  expenses  incurred  by  the Indemnitee in
connection  with such cooperation (including, without limitation, the reasonable
fees and expenses of the Indemnitee's own independent counsel) shall be borne by
the  Indemnitor.  In  any  event,  the  Indemnitee  shall  have  the  right  to
participate with its own counsel (the reasonable fees and expenses of which will
be borne by Indemnitor) in the defense of such asserted liability; provided that
if  with  respect  to  a  Circumstance,  Indemnitor  shall  have  acknowledged
Indemnitor's  liability to indemnify Indemnitee if and to the extent of any loss
arising  out  of  such Circumstance and Indemnitor shall be diligently defending
such  matter,  Indemnitor shall not be obligated to indemnify Indemnitee for the
cost  of  Indemnitee's  participation  in  such  defense, including Indemnitee's
attorney's  fees.  Under  no  circumstances  shall the Indemnitee compromise any
such  asserted  liability  without  the written consent of the Indemnitor (which
consent  shall  not  be unreasonably withheld), unless the Indemnitor shall have
failed  or refused to undertake the defense of any such asserted liability after
a  reasonable  period of time has elapsed following the notice of a Circumstance
received  by  such  Indemnitor  pursuant  to  this  Section.

5.     Miscellaneous
       -------------

     (a)  Assignment.  All  of  the  terms, provisions and conditions of this
          ----------
          Agreement  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.

     (b)  Applicable  Law.  This  Agreement  shall  be  construed  in
          ---------------
          accordance  with  and  governed  by  the  laws  of the State of Texas,
          excluding any provision which would require the use of the laws of any
          other  jurisdiction.

     (c)  Entire  Agreement,  Amendments  and  Waivers.  This  Agreement
          --------------------------------------------
          constitutes  the  entire agreement of the parties hereto and expressly
          supersedes  all  prior  and  contemporaneous  understandings  and
          commitments,  whether  written  or  oral,  with respect to the subject
          matter  hereof. No variations, modifications, changes or extensions of
          this  Agreement  or  any  other terms hereof shall be binding upon any
          party  hereto  unless  set  forth  in a document duly executed by such
          party  or  an  authorized  agent  or  such  party.

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     (d)  Waiver.  No  failure  on  the  part  of  any  party  to  enforce  any
          -------
          provisions  of  this  Agreement  will  act as a waiver of the right to
          enforce  that  provision.

     (e)  Section  Headings.  Section  headings  are  for  convenience  only
          ------------------
          and  shall  not  define  or  limit  the  provisions of this Agreement.

     (f)  Effect  of  Facsimile  and  Photocopied  Signatures.  This  Agreement
          ---------------------------------------------------
          may be executed in several counterparts, each of which is an original.
          It  shall  not  be  necessary in making proof of this Agreement or any
          counterpart  hereof  to  produce  or  account  for  any  of  the other
          counterparts.  A  copy of this Agreement signed by one party and faxed
          to  another  party shall be deemed to have been executed and delivered
          by  the  signing  party  as  though  an  original. A photocopy of this
          Agreement  shall  be  effective  as  an  original  for  all  purposes.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  day  and  year  first  written  above.

ERC SOLUTIONS, INC.               NEW CENTURY ENERGY CORP.
-------------------               ------------------------

/s/  William  Mason               /s/ Edward R. DeStefano
--------------------              ------------------------
William Mason                    Edward R. DeStefano
President                        President

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