Exhibit 10.29



                            NEW CENTURY ENERGY CORP.

                         EXECUTIVE EMPLOYMENT AGREEMENT

     THIS  EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made between New
Century  Energy  Corp.,  a  Colorado  corporation (the "Company"), and Edward R.
DeStefano ("Executive") (collectively sometimes referred to as the "Parties" and
individually sometimes referred to as "Each Party"). Unless otherwise indicated,
all  references to Sections are to Sections in this Agreement. This Agreement is
effective as of the "Effective Date" set forth in Section 14 below.

                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires  to  obtain  the services of Executive, and
Executive  desires  to  be employed by the Company upon the terms and conditions
hereinafter set forth;

     NOW,  THEREFORE,  in  consideration  of the premises, the agreements herein
contained  and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as of the date hereof as follows:

     1. Employment. The Company hereby agrees to employ Executive, and Executive
hereby agrees to serve the Company, as its Chief Executive Officer and President
("Employment")  for  a period of three (3) years beginning on the Effective Date
of September 1, 2005.

     2.  Scope  of  Employment.

          (a)  During  the  Employment,  Executive will serve as Chief Executive
     Officer  and  President.  In that connection, Executive will (i) devote his
     full-time,  attention, and energies to the business of the Company and will
     diligently  and  to  the best of his ability perform all duties incident to
     his  employment  hereunder;  (ii)  use  his  best  efforts  to  promote the
     interests  and goodwill of the Company; and (iii) perform such other duties
     commensurate  with  his office as the Board of Directors of the Company may
     from time-to-time assign to him.

          (b)  Section  2(a) shall not be construed as preventing Executive from
     (i) serving on corporate, civic or charitable boards or committees, or (ii)
     making  investments in other businesses or enterprises; provided that in no
     event  shall  any such service, business activity or investment require the
     provision  of  substantial  services  by Executive to the operations or the
     affairs  of  such businesses or enterprises such that the provision thereof
     would  interfere  in any respect with the performance of Executive's duties
     hereunder; and subject to Section 6.

     3.  Compensation and Benefits During Employment. During the Employment, the
Company shall provide compensation to Executive as follows.

          (a)  Executive  shall receive a different "Yearly Salary" depending on
     the  year  which  Executive  is  employed under this Agreement, including a
     Yearly Salary of:

                    (i)  $200,000 for the year ended December 31, 2005, of which
               approximately  $66,667  is  payable  to  Executive  under  this
               Agreement  for  the  four month period beginning on the Effective
               Date and ending on December 31, 2005.

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                    (ii) $225,000 for the second year that Executive is employed
               under  this  Agreement (the twelve month period beginning January
               1, 2006 and ending on December 31, 2006; and

                    (iii)  $250,000  for the third and forth year that Executive
               is  employed  under  this  Agreement  (the  twelve  month  period
               beginning January 1, 2007 and ending December 31, 2008.

          (b) In Addition to Executive's Yearly Salary, Executive may be granted
     bonus payments of cash or shares of the Company's common stock from time to
     time at the discretion of the Company's Board of Directors.

          (c)  The  Company  shall  reimburse  Executive  for  business expenses
     incurred  by Executive in connection with the Employment in accordance with
     the Company's then-current policies.

          (d)  The  Company hereby agrees to give Executive a car allowance of $
     750.00  per  month  to be spent on obtaining and maintaining transportation
     for Executive.

          (e)  Executive will be entitled to participate in any health insurance
     or other employee benefit plan which the Company may adopt in the future.

          (f)  Executive  will be entitled to fourteen(14) days of paid time off
     (PTO)  per  year.  PTO  days  shall  begin  on  the 1st of January for each
     successive  year.  PTO  days  shall  begin  on  the 1st of January for each
     successive  year. Unused PTO days shall roll-over into the next year. Other
     than the use of PTO days for illness or personal emergencies, PTO days must
     be pre-approved by the Company.

          (g) Executive will be entitled to participate in any incentive program
     or  discretionary  bonus program of the Company which may be implemented in
     the future by the Board of Directors.

          (h) Executive will be entitled to participate in any stock option plan
     of  the  Company  which  may  be  approved  in  the  future by the Board of
     Directors.

     Any  act,  or  failure  to  act,  based  upon authority given pursuant to a
resolution duly adopted by the Board or based upon the advice of counsel for the
Company  shall  be  conclusively  presumed to be done, or omitted to be done, by
Executive  in good faith and in the best interests of the Company and thus shall
not be deemed grounds for Termination for Cause.

     4.  Confidential  Information.

          (a)  Executive  acknowledges  that  the  law provides the Company with
     protection  for  its  trade secrets and confidential information. Executive
     will  not  disclose,  directly  or  indirectly,  any  of  the  Company's
     confidential  business information or confidential technical information to
     anyone  without authorization from the Company's management. Executive will
     not  use  any  of  the  Company's  confidential  business  information  or
     confidential  technical  information in any way, either during or after the
     Employment  with  the  Company,  except  as  required  in the course of the
     Employment.

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          (b) Executive will strictly adhere to any obligations that may be owed
     to  former  employers  insofar  as  Executive's  use or disclosure of their
     confidential information is concerned.

          (c)  Information  will  not  be  deemed  part  of  the  confidential
     information  restricted  by  this Section 4 if Executive can show that: (i)
     the  information  was  in  Executive's  possession  or  within  Executive's
     knowledge  before  the  Company  disclosed  it  to  Executive;  (ii)  the
     information  was or became generally known to those who could take economic
     advantage  of  it;  (iii)  Executive  obtained the information from a party
     having  the  right  to  disclose  it  to Executive without violation of any
     obligation  to  the  Company, or (iv) Executive is required to disclose the
     information  pursuant  to  legal  process (e.g., a subpoena), provided that
     Executive notifies the Company immediately upon receiving or becoming aware
     of  the  legal  process  in question. No combination of information will be
     deemed  to  be  within any of the four exceptions in the previous sentence,
     however,  whether  or not the component parts of the combination are within
     one  or  more  exceptions,  unless  the combination itself and its economic
     value  and  principles of operation are themselves within such an exception
     or exceptions.

          (d) All originals and all copies of any drawings, blueprints, manuals,
     reports,  computer programs or data, notebooks, notes, photographs, and all
     other  recorded,  written,  or  printed  matter  relating  to  research,
     manufacturing  operations,  or  business of the Company made or received by
     Executive  during  the  Employment  are  the  property of the Company. Upon
     Termination  of  the  Employment,  whether or not for Cause, Executive will
     immediately  deliver  to  the Company all property of the Company which may
     still  be in Executive's possession. Executive will not remove or assist in
     removing such property from the Company's premises under any circumstances,
     either  during  the  Employment  or  after  Termination  thereof, except as
     authorized by the Company's management.

          (e)  For a period of one (1) year after the date of Termination of the
     Employment,  Executive  will  not,  either  directly or indirectly, hire or
     employ  or offer or participate in offering employment to any person who at
     the  time  of  such  Termination or at any time during such one year period
     following  the  time  of  such  Termination  was an employee of the Company
     without the prior written consent of the Company.

     5.  Ownership  of  Intellectual  Property.

          (a)  The  Company will be the sole owner of any and all of Executive's
     Trade  Secrets  all  of which enable the Company to compete successfully in
     its  business.  As  an  express  condition  of  this  Agreement,  Executive
     covenants  and  agrees: to treat all such matters relating to the Company's
     business, including all geological, geophysical, engineering, and land data
     relating  to  Company  properties  and  any  of  the  Company's  business
     operations,  methods,  procedures,  or  activities  as  trade  secrets  and
     confidential  information  entrusted  to  Executive,  solely for use in his
     capacity  as  an  employee under the terms of this Agreement, and Executive
     will  not  divulge  such  information  in any way to persons outside of the
     Company  or  utilize  such  information  other  than  in his capacity as an
     employee  under  the terms of this Agreement during or after the expiration
     or termination of this Agreement for any reason whatsoever.

          (b)  For  purposes  of  this  Agreement,  "Trade  Secret"  means  all
     inventions,  discoveries,  prospects  and  improvements (including, without
     limitation,  any  information  relating  to  manufacturing  techniques,
     processes,  formulas,  developments or experimental work, work in progress,
     or  business  trade  secrets),  along  with  any and all other work product
     relating thereto.

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          (c)  A  Trade  Secret  is  "related  to  the  Company's  business"
     ("Company-Related  Trade  Secret")  if it is made, conceived, or reduced to
     practice  by  Executive  (in whole or in part, either alone or jointly with
     others,  whether  or  not  during  regular  working  hours), whether or not
     potentially  patentable  or  copyrightable in the U.S. or elsewhere, and it
     either:  (i)  involves  equipment,  supplies,  facilities,  or trade secret
     information  of the Company; (ii) involves the time for which Executive was
     or  is  to  be compensated by the Company; (iii) relates to the business of
     the  Company  or  to  its  actual  or demonstrably anticipated research and
     development;  or  (iv) results, in whole or in part, from work performed by
     Executive for the Company.

          (d)  Executive  will  promptly  disclose  to  the  Company,  or  its
     nominee(s),  without  additional  compensation,  all  Company-Related Trade
     Secrets.

          (e)  Executive  will  assist the Company, at the Company's expense, in
     protecting  any intellectual property rights that may be available anywhere
     in the world for such Company-Related Trade Secrets, including signing U.S.
     or  foreign  patent  applications,  oaths  or declarations relating to such
     patent applications, and similar documents.

          (f)  To  the  extent that any Company-Related Trade Secret is eligible
     under  applicable  law to be deemed a "work made for hire," or otherwise to
     be  owned  automatically by the Company, it will be deemed as such, without
     additional  compensation to Executive. In some jurisdictions, Executive may
     have a right, title, or interest ("Right," including without limitation all
     right,  title,  and  interest  arising  under  patent  law,  copyright law,
     trade-secret  law, or otherwise, anywhere in the world, including the right
     to  sue  for present or past infringement) in certain Company-Related Trade
     Secrets that cannot be automatically owned by the Company. In that case, if
     applicable  law  permits Executive to assign Executive's Right(s) in future
     Company-Related  Trade  Secrets at this time, then Executive hereby assigns
     any  and  all such Right(s) to the Company, without additional compensation
     to  Executive;  if  not,  then  Executive agrees to assign any and all such
     Right(s) in any such future Company-Related Trade Secrets to the Company or
     its nominee(s) upon request, without additional compensation to Executive.

     6.  Non-competition.  As  a  condition  to,  and  in  consideration of, the
Company's  entering  into this Agreement, and giving Executive access to certain
confidential and proprietary information, which Executive recognizes is valuable
to  the  Company  and,  therefore,  its protection and maintenance constitutes a
legitimate  interest  to  be  protected  by  the provisions of this Section 6 as
applied  to  Executive  and other employees similarly situated to Executive, and
for ten dollars ($10) and other good and valuable consideration, the receipt and
sufficiency  of  which Executive hereby acknowledges, Executive acknowledges and
hereby agrees as follows:

          (a)  that  Executive  is  and  will  be engaged in the business of the
     Company;

          (b)  that  Executive  has  occupied a position of trust and confidence
     with the Company prior to the Effective Date, and that during the period of
     Executive's  Employment  under  this  Agreement,  Executive  has, and will,
     become familiar with the Company's trade secrets and with other proprietary
     and confidential information concerning the Company;

          (c) that the obligations of this Agreement are directly related to the
     Employment  and  are necessary to protect the Company's legitimate business
     interests;  and that the Company's need for the covenants set forth in this
     Agreement  is  based  on the following: (i) the substantial time, money and
     effort expended and to be expended by the Company in developing oil and gas
     investment, acquisition, exploration and drilling opportunities and similar
     confidential  information;  (ii) the fact that Executive will be personally
     entrusted with the Company's confidential and proprietary information;

<PAGE>

     (iii)  the  fact  that,  after  having  access  to  the  Company's data and
     other  confidential information, Executive could become a competitor of the
     Company;  and (iv) the highly competitive nature of the Company's industry,
     including  the  premium  that competitors of the Company place on acquiring
     proprietary and competitive information; and

          (d)  that  for  a  period  commencing on the Effective Date and ending
     twelve  (12)  months  following  Termination  as  provided  in  Section 11,
     Executive  will  not,  directly  or  indirectly,  serve as employee, agent,
     consultant, stockholder, director, co-partner or in any other individual or
     representative  capacity,  own, operate, manage, control, engage in, invest
     in or participate in any manner in, act as consultant or advisor to, render
     services for (alone or in association with any person, firm, corporation or
     entity),  or  otherwise  assist  any  person  or  entity  that  directly or
     indirectly  engages or proposes to engage in (i) competing with the Company
     on exploration or development of any oil and gas leases within one (1) mile
     of  any  seismic  line  acquired, purchased or shot for the Company or (ii)
     within  one  (1) mile of any oil and gas property owned and operated by the
     Company  (iii) Executive further agrees that he will not engage or cause or
     assist  any third party to engage in the exploration, leasing, development,
     or marketing of any Prospects or leasehold interests within one (1) mile of
     any Company owned or operated properties; provided, however

          (e)  that  nothing  contained  herein  shall  be  construed to prevent
     Executive  from  investing  in  the  stock  or  securities of any competing
     corporation listed on any recognized national securities exchange or traded
     in  the  over the counter market in the United States, but only if (i) such
     investment  is  of  a totally passive nature and does not involve Executive
     devoting  time  to  the  management  or  operations of such corporation and
     Executive  is  not  otherwise involved in the business of such corporation;
     and  if  (ii)  Executive  and  his  associates  (as such term is defined in
     Regulation  14(A) promulgated under the Securities Exchange Act of 1934, as
     in  effect  on  the  Effective Date), collectively, do not own, directly or
     indirectly,  more  than an aggregate of two percent (2%) of the outstanding
     stock or securities of such corporation.

     7.  Legal  Fees  and  Expenses.  In the event of a lawsuit, arbitration, or
other  dispute-resolution  proceeding  between the Company and Executive arising
out of or relating to this Agreement, the prevailing party, in the proceeding as
a  whole  and/or in any interim or ancillary proceedings (e.g., opposed motions,
including  without  limitation  motions  for preliminary or temporary injunctive
relief)  will be entitled to recover its reasonable attorneys' fees and expenses
unless  the court or other forum determines that such a recovery would not serve
the interests of justice.

     8.  Successors.

          (a)  This  Agreement shall inure to the benefit of and be binding upon
     (i)  the  Company  and  its  successors  and  assigns;  (ii)  Executive and
     Executive's heirs and legal representatives, except that Executive's duties
     and responsibilities under this Agreement are of a personal nature and will
     not  be  assignable  or  delegable in whole or in part; and (iii) Executive
     Parties as provided in Section 10.

          (b)  The  Company  will  require  any  successor  (whether  direct  or
     indirect,  by purchase, merger, consolidation, Acquisition or otherwise) to
     all  or  substantially  all of the business and/or assets of the Company to
     assume expressly and agree to perform this Agreement in the same manner and
     to  the  same extent that the Company would be required to perform it if no
     such  succession  had taken place. As used in this Agreement, "the Company"
     shall  mean  the  Company  as hereinbefore defined and any successor to its
     business  and/or  assets  as  aforesaid which assumes and agrees to perform
     this Agreement by operation of law, or otherwise.

<PAGE>

     9.  Arbitration.

          (a)  Except  as set forth in paragraph (b) of this Section 9 or to the
     extent  prohibited  by  applicable  law,  any dispute, controversy or claim
     arising  out  of or relating to this Agreement will be submitted to binding
     arbitration  before  a  single  arbitrator  in accordance with the National
     Rules for the Resolution of Employment Disputes of the American Arbitration
     Association  in  effect  on  the  date  of the demand for arbitration. If a
     dispute  should  arise under this Agreement, either party may, within sixty
     (60)  days  after  the  dispute  arises,  make  a demand for arbitration by
     sending  a demand in writing to the other. The question(s) to be decided by
     the  arbitrators  shall  be  stated  in  writing in the written request for
     arbitration  and  the jurisdiction of the arbitrators shall be limited to a
     decision of the question so stated in writing.

          The  parties  may  agree  upon  one  arbitrator, but in the event they
     cannot  do  so  within  fifteen days, there shall be three arbitrators, one
     named in writing by each of the parties within thirty days after the demand
     for  arbitration  is  made,  and  a  third to be chosen by the two so named
     within  the following fifteen days. There shall be no communication between
     any  party  and  an  arbitrator other than at oral hearings or in documents
     that  are  currently  provided  to the parties by certified mail or, if the
     documents are presented during the hearing, by hand delivery.

          Arbitration  shall  take  place  before  the  arbitrator,  who  will
     preferably  but  not  necessarily  be  a lawyer but who shall have at least
     fifteen  (15)  years'  experience  in  working  in  or  with  oil  and  gas
     exploration  and  production  companies. The arbitration may proceed in the
     absence  of any party that, after due notice, fails to be present. An award
     shall  not  be made solely on the default of a party. The arbitrators shall
     require the party who is present to submit such evidence as the arbitrators
     may require for the making of an award.

          Unless  otherwise  agreed  by  the parties, the arbitration shall take
     place in Houston, Texas where Executive's principal office space is located
     at the time of the dispute or was located at the time of Termination of the
     Employment  (if  applicable). The arbitrator is hereby directed to take all
     reasonable  measures  not  inconsistent  with  the  interests of justice to
     expedite,  and minimize the cost of, the arbitration proceedings. The award
     shall  be made promptly and, unless otherwise agreed by all the parties, no
     later than thirty days from the date of closing of the arbitration hearing.
     If  there  is  only  one  arbitrator,  his  decision  shall  be binding and
     conclusive  on the parties. If there are three arbitrators, the decision of
     any two shall be binding and conclusive

          (b)  To  protect  inventions,  trade  secrets,  or  other confidential
     information  of Section 4, and/or to enforce the non-competition provisions
     of Section 6, the Company may seek temporary, preliminary, and/or permanent
     injunctive  relief  in  a  court  of  competent jurisdiction, in each case,
     without waiving its right to arbitration.

          (c)  At  the  request  of  either  party,  the arbitrator may take any
     interim  measures  s/she deems necessary with respect to the subject matter
     of  the dispute, including measures for the preservation of confidentiality
     set forth in this Agreement.

          (d)  Judgment upon the award rendered by the arbitrator may be entered
     in any court having jurisdiction.

<PAGE>

     10.  Indemnification.

          (a)  The  Company agrees to indemnify and hold harmless Executive, his
     nominees  and/or  assigns (a reference in this Section 10 to Executive also
     includes  a  reference  to Executive's nominees and/or assigns) against any
     and all losses, claims, damages, obligations, penalties, judgments, awards,
     liabilities,  costs,  expenses  and  disbursements (incurred in any and all
     actions,  suits,  proceedings and investigations in respect thereof and any
     and  all  legal  and  other  costs,  expenses  and  disbursements in giving
     testimony  or furnishing documents in response to a subpoena or otherwise),
     including without limitation, the costs, expenses and disbursements, as and
     when  incurred,  of  investigating, preparing or defending any such action,
     suit,  proceeding  or  investigation  that  is  in  any  way related to the
     Executive's  employment with the Company (whether or not in connection with
     any  action  in  which the Executive is a party). Such indemnification does
     not apply to acts performed by Executive, which are criminal in nature or a
     violation of law. The Company also agrees that Executive shall not have any
     liability  (whether  direct or indirect, in contract or tort, or otherwise)
     to the Company, for, or in connection with, the engagement of the Executive
     under  the Agreement, except to the extent that any such liability resulted
     primarily  and  directly  from  Executive's  gross  negligence  and willful
     misconduct.

          (b)  These  indemnification  provisions  shall  be  in addition to any
     liability  which the Company may otherwise have to Executive or the persons
     indemnified  below  in this sentence and shall extend to the following: the
     Executive,  his  affiliated  entities,  partners, employees, legal counsel,
     agents,  and  controlling  persons  (within  the  meaning  of  the  federal
     securities  laws),  and  the officers, directors, employees, legal counsel,
     agents,  and  controlling  persons  of  any of them (collectively, the "the
     Executive Parties").

          (c)  If any action, suit, proceeding or investigation is commenced, as
     to  which  any  of  the Executive parties propose indemnification under the
     Agreement,  they  shall  notify  the  Company  with  reasonable promptness;
     provided  however,  that  any  failure  to  so notify the Company shall not
     relieve  the  Company from its obligations hereunder. The Executive Parties
     shall  have the right to retain counsel of their own choice (which shall be
     reasonably  acceptable  by  the Company) to represent them, and the Company
     shall  pay  fees,  expenses  and  disbursements  of  such counsel; and such
     counsel  shall,  to  the  extent  consistent  with  its  professional
     responsibilities,  cooperate with the Company and any counsel designated by
     the  Company.  The  Company shall be liable for any settlement of any claim
     against  the  Executive  Parties  made  with the Company's written consent,
     which  consent  shall  not be unreasonably withheld. The Company shall not,
     without  the  prior  written  consent of the party seeking indemnification,
     which  shall not be reasonably withheld, settle or compromise any claim, or
     permit  a  default  or  consent  to  the  entry  of any judgment in respect
     thereof,  unless  such  settlement,  compromise  or consent includes, as an
     unconditional term thereof, the giving by the claimant to the party seeking
     indemnification  of  an unconditional release from all liability in respect
     of such claim.

          (d)  The  indemnification  provided  by  this  Section 10 shall not be
     deemed  exclusive  of,  or  to  preclude,  any  other rights to which those
     seeking  indemnification  may  at  any time be entitled under the Company's
     Articles  of  Incorporation,  Bylaws,  any  law,  agreement  or  vote  of
     shareholders  or disinterested Directors, or otherwise, or under any policy
     or  policies of insurance purchased and maintained by the Company on behalf
     of  Executive,  both as to action in his Employment and as to action in any
     other capacity.

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          (e)  Reasonable  expenses  (including court costs and attorneys' fees)
     incurred by Executive serves as a witness or who is threatened to be made a
     named defendant or respondent in a threatened, pending or completed action,
     suit or proceeding, whether civil, criminal, administrative, arbitrative or
     investigative,  any  appeal  in such an action, suit or proceeding, and any
     inquiry  or  investigation  that  could  lead  to  such  an action, suit or
     proceeding  (each  a  "Proceeding"),  shall  be  paid  by  the  Company  at
     reasonable intervals in advance of the final disposition of such Proceeding
     after receipt by the Company of:

                    (i)  a  written  affirmation  by Executive of his good faith
               belief  that  he  has  met  the standard of conduct necessary for
               indemnification by the Company; and

                    (ii)  a written undertaking by or on behalf of the Executive
               to repay the amount paid or reimbursed by the Company if it shall
               ultimately  be  determined  that  he  is  not  entitled  to  be
               indemnified  by the Company. Such written undertaking shall be an
               unlimited obligation of the Executive but need not be secured and
               it may be accepted without reference to financial ability to make
               repayment.

     Notwithstanding any other provision of this Section 10, the Company may pay
or reimburse expenses incurred by Executive in connection with his appearance as
a  witness or other participation in a Proceeding at a time when he is not named
a defendant or respondent in the Proceeding.

          (f)  Neither Termination nor completion of the Employment shall effect
     these  indemnification  provisions which shall then remain operative and in
     full force and effect.

     11.  Termination

     This  Agreement  and  the  employment  relationship  created  hereby  will
terminate  (i) upon the disability or death of Executive under Section 11 (a) or
11(b); (ii) with cause under Section 11 (c); (iii) for good reason under Section
11 (d); or (iv) without cause under Section 11(e).

          (a)  Disability.  The  Company  shall  have the right to terminate the
     employment  of  Executive  under this Agreement for disability in the event
     Executive suffers an injury, illness, or incapacity of such character as to
     prevent  him from performing his duties without reasonable accommodation by
     Executive  hereunder for a period of more than thirty (30) consecutive days
     upon  Company  giving  at  least  thirty  (30)  days  written  notice  of
     termination.

          (b)  Death.  This  Agreement  will  terminate  on  the  Death  of  the
     Executive.

          (c)  With  Cause. The Company may terminate this Agreement at any time
     because  of, (i) the conviction of Executive of an act or acts constituting
     a  felony  or other crime involving moral turpitude, dishonesty or theft or
     fraud;  or  (ii)  Executive's  gross  negligence  in the performance of his
     duties hereunder.

<PAGE>

          (d)  Good Reason. The Executive may terminate his employment for "Good
     Reason" by giving Company ten (10) days written notice if:

                    (i) he is assigned, without his express written consent, any
               duties  materially  inconsistent  with  his  positions,  duties,
               responsibilities,  or  status with Company as of the date hereof,
               or  a  change  in  his reporting responsibilities or titles as in
               effect as of the date hereof;

                    (ii) his compensation is reduced; or

                    (iii)  The  Company  does  not  pay  any  material amount of
               compensation  due  hereunder  and  then  fails either to pay such
               amount  within  the  ten  (10)  day  notice  period  required for
               termination  hereunder  or  to contest in good faith such notice.
               Further, if such contest is not resolved within thirty (30) days,
               the  Company  shall  submit  such  dispute  to  arbitration under
               Section 9.

          (e) Without Cause. Company may terminate this Agreement without cause.

     Any  act,  or  failure  to  act,  based  upon authority given pursuant to a
resolution  duly  adopted  by the Company's Board of Directors or based upon the
advice  of counsel for the Company shall be conclusively presumed to be done, or
omitted  to be done, by Executive in good faith and in the best interests of the
Company  and  thus  shall  not be deemed grounds for Termination for Cause under
Section 10(c) above.

     12.  Obligations of Company Upon Termination.

          (a) In the event of the termination of Executive's employment pursuant
     to  Section  11  (a),  (b)  or  (c), Executive will be entitled only to the
     compensation  earned  by  him  hereunder as of the date of such termination
     (plus life insurance or disability benefits).

          (b) In the event of the termination of Executive's employment pursuant
     to  Section  11  (d)  or  (e),  Executive  will  be  entitled to receive as
     severance pay, a one time lump sum payment equal to 150% of the full Yearly
     Salary  then  in  effect  (for  example,  if  Executive is terminated under
     Section 12(b) in the second year covered by this Agreement, Executive shall
     be entitled to a lump sum payment of $337,500), in addition to all payments
     of  salary  earned  through  the  date  of  termination,  which  shall  be
     immediately due and payable. Provided however that any payment of severance
     under  this  Section  12(b)  is  contingent  upon execution of a Settlement
     Agreement  and  Mutual  Release  releasing  the  Company  from  any and all
     obligations under this Agreement.

          (c)  In  the  event  of  termination  of  Executive's  employment, the
     indemnification  provisions  of Section 10. Indemnification., shall survive
     the  termination  of the Executive in respect to ongoing obligations of the
     Company  to  pay  legal  and other costs in any action, suit, proceeding or
     investigation in accordance with Section 10.

<PAGE>

     13.  Other  Provisions.

          (a)  All notices and statements with respect to this Agreement must be
     in  writing.  Notices  to the Company shall be delivered to the Chairman of
     the  Board  or  any  vice  president  of  the  Company,  if any. Notices to
     Executive  may  be  delivered to Executive in person or sent to Executive's
     then-current mailing address as indicated in the Company's records.

          (b)  This  Agreement  sets  forth  the entire agreement of the parties
     concerning  the  subjects  covered  herein;  there  are  no  promises,
     understandings, representations, or warranties of any kind concerning those
     subjects except as expressly set forth in this Agreement.

          (c)  Any  modification of this Agreement must be in writing and signed
     by all parties; any attempt to modify this Agreement, orally or in writing,
     not executed by all parties will be void.

          (d)  If  any provision of this Agreement, or its application to anyone
     or  under  any circumstances, is adjudicated to be invalid or unenforceable
     in  any  jurisdiction,  such invalidity or unenforceability will not affect
     any  other  provision  or  application of this Agreement which can be given
     effect  without  the  invalid or unenforceable provision or application and
     will  not  invalidate or render unenforceable such provision or application
     in any other jurisdiction.

          (e)  This Agreement will be governed and interpreted under the laws of
     the  United States of America and the laws of the State of Texas as applied
     to contracts made and carried out in Texas by residents of Texas.

          (f)  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.

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

          (h)  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.

     14.  Summary  of  Terms  of  Employment

          Effective  Date                September  1,  2005

          Term  &  Commitment            Three  Years,  full-time,  renewable

          Office  / Position             Chief Executive Officer and President

          Salary                         As  described under Section 3(a) herein

<PAGE>

     This  Agreement  contains  provisions  requiring  binding  arbitration  of
disputes. By signing this Agreement, Executive acknowledges that he (i) has read
and  understood  the  entire Agreement; (ii) has received a copy of it (iii) has
had the opportunity to ask questions and consult counsel or other advisors about
its terms; and (iv) agrees to be bound by it.

Executed  to  be  effective  as  of  the  Effective  Date.


NEW  CENTURY  ENERGY  CORP.,               EXECUTIVE:



By: /s/ Edward R. DeStefano                /s/ Edward R. DeStefano
   ----------------------------------      -----------------------------
                                           Edward R. DeStefano
Its: President
    ---------------------------------

Printed  Name: Edward R. DeStefano
              -----------------------

<PAGE>