Exhibit 10.6



                              SETTLEMENT AGREEMENT

     THIS AGREEMENT, dated as of the 19th day of December, 2005, is by and among
William  F. Mason, an individual resident of Travis County, Texas ("Mason"), New
Century  Energy  Corp.  (f/k/a  Vertica  Software, Inc.), a Colorado corporation
("NCEY"),  ERC  Solutions,  Inc.,  a Delaware corporation ("ERC"), and Edward R.
DeStefano, an individual resident of Harris County, Texas ("DeStefano").  Mason,
NCEY, ERC and DeStefano are referred to herein collectively as the "Parties" and
individually  as  a  "Party".

                                    RECITALS

A.     NCEY,  DeStefano  and  Century  Resources,  Inc., a Delaware corporation,
entered   into   that  certain  Agreement   and  Plan  of   Reorganization  (the
"Reorganization Agreement") dated as of September 30, 2004 under which DeStefano
exchanged  all  of  the  outstanding  shares  of  Century  Resources,  Inc.  for
37,500,000  shares  of  Common  Stock issued by NCEY and Century Resources, Inc.
became  a  wholly  owned  subsidiary  of  NCEY.

B.     NCEY and ERC entered into that certain Agreement and Plan of Distribution
(the  "Distribution  Agreement") dated as of September 30, 2004 under which NCEY
conveyed  certain  property  rights  to  ERC and ERC assumed certain obligations
relating to such property rights and ERC agreed to use its best efforts to cause
a  distribution  of  ERC  common  stock  to  the  shareholders  of  NCEY.

C.     NCEY  and  ERC  entered into that certain Agreement (the "ERC Agreement")
dated  as  of  March  3,  2005  under  which  ERC  agreed  to  assume additional
liabilities of NCEY that existed as of September 30, 2004 which were not assumed
under  the  Distribution  Agreement.

D.     A  dispute  has arisen among the Parties regarding the performance of the
Reorganization  Agreement,  the  Distribution  Agreement  and the ERC Agreement.

     NOW, THEREFORE, to resolve disputed claims and for the purposes of avoiding
the cost and uncertainty of litigation, in consideration of the mutual covenants
set forth herein and other good and valuable consideration, the receipt of which
is  acknowledged  by  each  Party,  it  is  agreed  as  follows:

1.     Conversion  Agreement.  It  is  a  condition  to  this Agreement that the
       ----------------------
Conversion,  Repurchase and Restriction Agreement in the Form attached hereto as
Exhibit  "A"  be   signed   and  the  obligations  thereunder  to  be  performed
simultaneously  with  the execution of such agreement be performed before any of
the  covenants,  releases  or  other  provisions  of  this  Agreement  shall  be
effective.

2.     Rescission  of  the ERC Agreement.  The ERC Agreement is rescinded in its
       ---------------------------------
entirety.

3.     Distribution  Agreement Amendment.  The Distribution Agreement is amended
       ---------------------------------
to  delete  the  requirement  that  ERC  use  its  best  efforts  to  cause  the
registration  and  distribution of its common stock to the shareholders of NCEY.
Instead,  NCEY shall be, insofar as Mason is concerned, free to deal with ERC as
NCEY  sees  fit.

<PAGE>

4.     Mutual  Release.  The Parties do hereby, and each Party individually does
       ---------------
hereby,  RELEASE,  ACQUIT and FOREVER DISCHARGE the other Parties, and all their
respective  successors  and  assigns,  of  and  from  any and all claims, debts,
demands,  actions,  causes  of   actions,   suits,  contracts,   agreements  and
liabilities  whatsoever,  both at law, statutory, in equity, or otherwise, which
any  of  the  Parties  may now have, whether known or unknown, against the other
Parties  from  or  relating  in  any  way  to  the Reorganization Agreement, the
Distribution  Agreement,  or the ERC Agreement, or the performance or failure to
perform  any  of them.  However, it is expressly agreed that no contract, right,
obligation,  covenant,  liability  or  other  term  of  this  Agreement is being
released by this paragraph and that the terms of this Agreement shall govern the
relationship  from  this  day  forward  with  all  other  claims being released.

5.     Exception  for  Going  Forward  Claims.  Notwithstanding anything in this
       --------------------------------------
Agreement,  NCEY  shall  not  have  any  liability for any claims or liabilities
arising  from  or  relating  to  any  business  operated by Mason for the period
October  1,  2004  forward (hereafter the "Going Forward Claims").  Mason hereby
warrants  that  he is not aware of any Going Forward Claims that exist which are
assertable  against  NCEY  or  ERC.

6.     Cooperation  Concerning  Defense of Claims.  The Parties acknowledge that
       ------------------------------------------
claims have been made and may still be made against NCEY and may be made against
Mason  and/or  DeStefano  in  the  future  concerning   activities,   events  or
circumstances  that  arose  prior  to  the Reorganization.  Mason agrees to make
himself available, at reasonable and agreeable times, to provide information and
documents that he may possess and to otherwise assist NCEY, ERC and DeStefano in
analyzing  and,  as  necessary,  defending such claims.  This will include Mason
making  himself  available,  if  necessary,  to  discuss matters with NCEY, ERC,
and/or   DeStefano   and   their   respective   counsel,  to   furnish  relevant
documentation,  to  provide  deposition  and  trial  testimony,  and  to execute
accurate  affidavits.  DeStefano agrees to make himself available, at reasonable
and  agreeable  times,  to provide information and documents that he may possess
and  to  otherwise  assist  NCEY,  ERC and Mason in analyzing and, as necessary,
defending such claims.  This will include DeStefano making himself available, if
necessary,  to discuss matters with NCEY, ERC, and/or Mason and their respective
counsel,  to  furnish  relevant  documentation,  to provide deposition and trial
testimony,  and  to  execute  accurate  affidavits.  NCEY  and ERC agree to make
available, at reasonable and agreeable times, documents and other information in
its  possession that is requested by any Party for the purpose of analyzing and,
as  necessary  defending  such  claims.

7.     No Conveyance of Claims Released.  By their execution hereof, the Parties
       --------------------------------
represent,  covenant,  and  warrant  that no claims released herein, if any such
claims  exist, and no interest in the Reorganization Agreement, the Distribution
Agreement  or  the  ERC Agreement have previously been conveyed, assigned, or in
any  manner  transferred,  in whole or in part, to any third party.  The Parties
expressly  represent,  covenant  and  warrant  that  they have full authority to
release  any  and   all  of  the   claims  released  herein  and  to  amend  the
Reorganization  Agreement,  the  Distribution Agreement and the ERC Agreement as
set  forth  herein.

<PAGE>

8.     Assignment  of  ERC  Assets.  NCEY,  as  additional consideration for the
       ---------------------------
agreements  contained  herein,  shall  execute  the Quitclaim attached hereto as
Exhibit  "B."  NCEY  shall,  upon   reasonable  request,  execute  such  further
documentation  as may be necessary to effectively convey the assets described in
Exhibit  "B," provided that any such assignment shall be on an "as is, where is"
basis  without  warranties  of  any kind.  Mason acknowledges that NCEY does not
have  any  knowledge concerning or possess any of the property referenced in the
Quitclaim  and  that  it shall be solely Mason's responsibility to locate and/or
deal  with  the  property  described.

9.     Successors  and  Assigns.  This  Agreement and the rights and obligations
       ------------------------
hereunder  shall  be  binding  upon  and inure to the benefit of the Parties and
their  respective  heirs,   executors,  administrators,  legal  representatives,
successors  and  assigns.

10.     Severability.  If, after the execution of this Agreement, any part, term
        ------------
or  provision  of this Agreement is found to be invalid, illegal, unenforceable,
or  in  conflict  with  any  valid controlling law, such part, term or provision
shall be fully severable.  In lieu thereof, the Parties shall add a legal, valid
and  enforceable  provision  as  similar  in  terms  to such illegal, invalid or
unenforceable  provision as may be possible.

11.     Captions.  The  captions  used in this Agreement have been inserted only
        --------
for reference  purposes.   The captions and order of such captions  shall not be
deemed to  govern, limit,  modify, or in any  manner affect the scope,  meaning,
or intent of  any of the provisions and/or terms of this Agreement, nor shall
any captions be given any legal effect.

12.     Entire  Understanding.   This  Agreement  and the  documents  referenced
        ---------------------
herein  contain  the  entire understanding between the Parties and supersede any
and  all other  agreements,  understandings,  and  representations  between  the
Parties except as otherwise specifically provided.

13.     Modification/Amendments.   Any   modification   or   amendment  of  this
        -----------------------
Agreement  shall be  effective only if made in writing and signed by all Parties
hereto.

14.     Jurisdiction/Venue. The laws  of  the  State of  Texas  shall govern the
        ------------------
execution,  effect,  application,  interpretation,  validity,  performance,  and
enforcement  of  this  Agreement  and  the rights, duties, and privileges of the
respective  Parties  hereto.  All litigation between the Parties with respect to
this Agreement or the matters described herein shall be conducted in the federal
or state courts located in Houston, Harris County, Texas.

15.     Counterparts.   This  Agreement   may  be   executed  in  one  or  more
        ------------
counterparts,  each  of which when  executed and delivered shall be an original
and all of which when  executed  shall  constitute  one and the same instrument
and agreement. 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 an original. A photocopy of this Agreement shall be effective as an original
for all purposes.

<PAGE>

16.     Reliance  on Counsel.  The Parties hereto each state that they have read
        --------------------
this  Agreement  carefully,  that they have consulted with counsel regarding the
terms  and  provisions  of this Agreement, and that they have relied solely upon
their  own  judgment  without  the  influence  of  anyone  in entering into this
Agreement.  Each  Party acknowledges and agrees that they and their counsel have
been  equally  involved  in  the  drafting,  negotiation  and  execution of this
Agreement  and  that  no  law or rule of construction shall be raised or used in
which  the  provisions  of this Agreement shall be construed in favor or against
either  Party hereto because one is deemed to be the author thereof.  Each Party
agrees  to  be  solely responsible for all fees and expenses that they may incur
with legal counsel and other representatives in entering into this Agreement.

17.     Confidentiality.  The  Parties  acknowledge and agree that the financial
        ---------------
details  of   this  Agreement  are   confidential   and will not be disclosed to
non-parties under  any  circumstancesexcept  as  requiredby  law.

     IN  WITNESS  WHEREOF,  the  undersigned have hereunto set their hands fully
read  the  above  and  fully  understand the contents and/or provisions thereof.

                                         /s/  William  F.  Mason
                                         ----------------------------------
                                         WILLIAM F. MASON, Individually


                                         /s/ Edward R. DeStefano
                                         ----------------------------------
                                         NEW CENTURY ENERGY CORP. (f/k/a
                                         Vertica Software, Inc.)
                                         By: Edward R. DeStefano, President


                                         /s/ William F. Mason
                                         ----------------------------------
                                         ERC SOLUTIONS, INC.
                                         By: William F. Mason, President


                                         /s/ Edward R. DeStefano
                                         ---------------------------------
                                         EDWARD R. DESTEFANO, Individually


<PAGE>

                                    EXHIBIT A
                           CONVERSION, REPURCHASE AND
                              RESTRICTION AGREEMENT

     THIS AGREEMENT, dated as of the 19th day of December, 2005, is by and among
William  F.  Mason, an individual resident of Travis County, Texas ("Mason") and
New Century Energy Corp. (f/k/a Vertica, Software, Inc.), a Colorado corporation
("NCEY").  Mason  and  NCEY are referred to herein collectively as the "Parties"
and  individually  as  a  "Party".

                                    RECITALS

E.     Mason  is  the  holder  of 5,000 shares of Series A Convertible Preferred
Stock, $.001 par value per share (the "Series A Stock") issued by NCEY which may
be  converted  into  1,500,000 shares of Common Stock, $.001 par value per share
(the  "Common  Stock")  of  NCEY.

F.     Mason  provided NCEY with a notice of conversion of the Series A Stock on
March  18,  2005  and  NCEY  has,  for  reasons  NCEY regards as valid but Mason
disputes,  not  yet  issued the shares of Common Stock issuable upon conversion.

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth herein
and  other good and valuable consideration, the receipt of which is acknowledged
by  each  Party,  it  is  agreed  as  follows:

                                    ARTICLE I
                          CONVERSION OF SERIES A STOCK

1.1     Conversion  of  Series  A  Stock.  Simultaneously with the execution and
        --------------------------------
delivery  of  this  Agreement,  and subject to the other terms hereof, NCEY will
issue  and  cause  to  be  registered in Mason's name 1,100,000 shares of Common
Stock,  $.001  par  value per share (the "Common Stock").  Such shares of Common
Stock  shall be evidenced by 22 certificates, each representing 50,000 shares of
Common  Stock  and  shall be fully paid and non-assessable shares of the capital
stock  of  NCEY.  The  Parties  acknowledge  and agree for all purposes that the
Common  Stock  so issued has been issued solely in exchange for the 5,000 shares
Series  A  Stock,  that  no  additional consideration has been given or received
therefor, and that no person has been or will be paid any compensation for or in
connection  with  the  exchange of the Series A Stock for the Common Stock.  The
Parties  additionally  agree  that  after the 5,000 shares of Series A Stock are
exchanged  for  the  1,100,00  shares  of  Common Stock, that Mason will have no
further  rights  in  connection  with  any  Series  A  Stock.

1.2     Date  of  Issue.  NCEY  hereby  acknowledges  and  agrees  that
        ---------------

          (a)  the  Series  A  Convertible  Preferred  Stock  was  originally
               issued  and  all consideration therefore was received on or about
               February 13, 2004; and

          (b)  Mason  is  not  an  affiliate  of  NCEY  and  has  not  been  an
               affiliate of NCEY since September 30, 2004.

<PAGE>

                                   ARTICLE II
                            RESTRICTIONS ON TRANSFER

2.1.     Limitation  on  Sales.  Mason  understands that NCEY has not registered
         ---------------------
the Shares under the Securities Act of 1933 or the applicable securities laws of
any  state  in reliance on exemptions from registration.  Except as specifically
stated  herein,  no other person has a direct or indirect beneficial interest in
the  Shares  and  Mason  represents  that  he  acquired the Series A Convertible
Preferred  Stock  for  investment  purposes  and  not  with  the   intention  of
distribution.  Mason  agrees  that  he  will  not  sell,  pledge, hypothecate or
otherwise  transfer  the  Shares  except  pursuant  to an effective registration
statement  or  an  exemption  from  registration  under   applicable  laws.   In
connection  with  these  restrictions,  Mason  acknowledges  and consents to the
placement  of  the  following  restrictive legend on the certificate(s) or other
document(s),  if  any,  evidencing  the  Shares:

     "THE  SECURITIES  REPRESENTED  BY  THIS  INSTRUMENT  HAVE  NOT  BEEN
     REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
     LAWS  OF  ANY STATE AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE
     TRANSFERRED,  EXCEPT  PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
     THE  ACT  OR  THE  DELIVERY  TO  THE  COMPANY  OF  AN  OPINION  OF COUNSEL,
     SATISFACTORY  TO  THE  COMPANY, THAT AN EXEMPTION FROM SUCH REGISTRATION IS
     AVAILABLE  AND  THAT  SUCH TRANSFER WILL NOT RESULT IN ANY VIOLATION OF THE
     LAW;  PROVIDED  HOWEVER,  THAT  THIS  LEGEND  SHALL NOT APPLY AND ANY SALE,
     PLEDGE, HYPOTHECATION OR OTHER TRANSFER OF THE SECURITES REPRESENTED HEREBY
     MAY BE MADE PURSUANT TO RULE 144(k)."

2.2     Legal Opinion.  NCEY acknowledges and agrees that the form of opinion of
        -------------
Franklin, Cardwell & Jones, PC attached to this agreement is acceptable to it in
connection  with the sale or other transfer of the Shares by Mason and will give
its transfer agent irrevocable instructions to accept such opinion in connection
with  the  transfer  of  the  Shares  or  any  of  them  by  Mason

                                   ARTICLE III
                                  MISCELLANEOUS

3.1.     Successors  and Assigns.  This Agreement and the rights and obligations
         -----------------------
hereunder  shall  be  binding  upon  and inure to the benefit of the Parties and
their  respective  heirs,  executors,  administrators,   legal  representatives,
successors  and  assigns.

3.2.     Severability.   If, after  the  execution  of this Agreement, any part,
         ------------
term  or  provision  of   this  Agreement  is  found  to  be  invalid,  illegal,
unenforceable, or in  conflict   with any valid controlling law, such part, term
or provision shall be  fully  severable.  In lieu thereof, the Parties shall add
a  legal,  valid  and  enforceable   provision  as  similar  in  terms  to  such
illegal,  invalid  or unenforceable provision as may be possible.

3.3.     Captions.  The  captions used in this Agreement have been inserted only
         --------
for reference   purposes.  The  captions and order of such captions shall not be
deemed to  govern, limit, modify, or in any manner affect the scope, meaning, or
intent of  any of  the provisions and/or  terms of this Agreement, nor shall any
captions be given any legal effect.

<PAGE>

3.4.     Entire  Understanding.   This  Agreement  and the  documents referenced
         ---------------------
herein contain  the  entire  understanding between the Parties and supersede any
and  all  other  agreements, understandings,  and  representations  between  the
Parties except as otherwise specifically provided.

3.5.     Modification/Amendments.   Any   modification   or  amendment  of  this
         -----------------------
Agreement  shall  be effective only if made in writing and signed by all Parties
hereto.

3.6.     Jurisdiction/Venue.  The  laws  of  the  State  of  Texas  shall govern
         ------------------
the execution,  effect,   application,  interpretation,  validity,  performance,
and  enforcement  of  this  Agreement   and  the  rights, duties, and privileges
of  the  respective  Parties  hereto.  All  litigation  between the Parties with
respect  to this Agreement or the matters described herein shall be conducted in
the federal or state courts located in Houston, Harris County, Texas.

3.7.     Counterparts.   This   Agreement  may   be  executed  in  one  or  more
         ------------
counterparts,  each  of which  when  executed and delivered shall be an original
and all of which when  executed  shall  constitute  one and  the same instrument
and agreement. 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 an original. A photocopy of this Agreement  shall be effective as an original
for all purposes.

3.8.     Reliance on Counsel.  The Parties hereto each state that they have read
         -------------------
this  Agreement  carefully,  that they have consulted with counsel regarding the
terms  and  provisions  of this Agreement, and that they have relied solely upon
their  own  judgment  without  the  influence  of  anyone  in entering into this
Agreement.  Each  Party acknowledges and agrees that they and their counsel have
been  equally  involved  in  the  drafting,  negotiation  and  execution of this
Agreement  and  that  no  law or rule of construction shall be raised or used in
which  the  provisions  of this Agreement shall be construed in favor or against
either  Party hereto because one is deemed to be the author thereof.  Each Party
agrees  to  be  solely responsible for all fees and expenses that they may incur
with  legal  counsel  and  other  representatives  in  entering  into  this
Agreement.

3.9.     Confidentiality.   The   Parties   acknowledge   and   agree   that the
         ---------------
financial  details   of  this  Agreement   are  confidential  and  will  not  be
disclosed to non-parties under any circumstances unless compelled by law.

                         [SIGNATURES ON FOLLOWING PAGE]

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned have hereunto set their hands fully
read the above and fully understand the contents and/or provisions thereof.

                                              /s/ William F. Mason
                                              ------------------------------
                                              WILLIAM F. MASON, Individually


                                              /s/ Edward R. DeStefano
                                              ----------------------------------
                                              NEW CENTURY ENERGY CORP.
                                              (f/k/a Vertica Software, Inc.)
                                              By: Edward R. DeStefano, President



<PAGE>

                                    EXHIBIT B
                                    QUITCLAIM

Date:          December 16th,  2005

Grantor:     New  Century  Energy  Corp.  (f/k/a  Vertica  Software,  Inc.)

Grantor's  Mailing  Address:     5851  San  Felipe,  Suite  775
                                 Houston,  Texas  77057

Grantee:     William  F.  Mason

Grantee's  Mailing  Address:     106  E.  Sixth  St.,  Suite  900
                                 Austin,  Texas  78701

Consideration:  The  obligations  undertaken  in  the  Settlement  Agreement
                dated December 16th,2005.


Property:      All  of  the  right,  title  and  interest, if any, of Grantor in
               the  software  interests and related intellectual property ("IP")
               owned prior to September of 2004 by Vertica Software, Inc.; which
               software   constituted   environmental   regulatory   compliance
               solutions  as  required by government environmental agencies. The
               software  IP  includes  any  existing  installation  of  product,
               hardware  and  software  used  to  develop  IP,  all  trademarks,
               copyrights  and  marketing  materials  developed  for  sales  and
               distribution  of such products as the same relate to the Internet
               and  intranet software products intended to serve industries that
               are  impacted by government regulation of hazardous materials and
               other  environmental laws and regulations previously developed by
               Vertica Software, Inc.

     FOR  THE  CONSIDERATION,  Grantor  quitclaims  to  Grantee all of Grantor's
right,  title, and interest, if any, in and to the Property, to have and to hold
it  to  Grantee  and  Grantee's heirs, successors, and assigns forever.  Neither
Grantor  nor Grantor's heirs, successors, or assigns will have, claim, or demand
any  right  or  title  to  the  Property  or  any  part  of  it.

     GRANTOR HAS MADE NO AFFIRMATION OF FACT OR PROMISE RELATING TO THE PROPERTY
THAT  HAS  BECOME  ANY  BASIS FOR THIS BARGAIN, AND FURTHER, GRANTOR HAS MADE NO
AFFIRMATION  OF  FACT  OR PROMISE RELATING TO THE PROPERTY THAT WOULD CONFORM TO
ANY  SUCH AFFIRMATION OR PROMISE.  GRANTOR DISCLAIMS ANY WARRANTY OF FITNESS FOR
ANY  PARTICULAR  PURPOSE WHATEVER WITH RESPECT TO THE PROPERTY.  THE PROPERTY IS
QUITCLAIMED ON AN "AS IS," "WHERE IS" BASIS.  ALL WARRANTIES THAT MIGHT ARISE BY
COMMON LAW AS WELL AS THE WARRANTIES IN SECTION 5.023 OF THE TEXAS PROPERTY CODE
(OR  ITS  SUCCESSOR)  ARE  EXCLUDED.

<PAGE>

     As  a material part of the Consideration for this deed, Grantor and Grantee
agree  that  Grantee  is taking the Property "AS IS" with any and all latent and
patent  defects and that there is no warranty by Grantor that the Property has a
particular  financial  value  or  is  fit  for  a  particular  purpose.  Grantee
acknowledges  and  stipulates that Grantee is not relying on any representation,
statement,  or  other  assertion  with  respect to the Property condition but is
relying  on  Grantee's  examination of the Property.  Grantee takes the Property
with  the  express  understanding  and  stipulation that there are no express or
implied  warranties.


                                       /s/ Edward R. DeStefano
                                       -----------------------------------------
                                       EDWARD  R.  DESTEFANO,  President  &  CEO
                                       of  New  Century  Energy  Corp.,  Grantor



                                       /s/ William F. Mason
                                       -----------------------------------------
                                       WILLIAM  F.  MASON,  Grantee

<PAGE>

STATE  OF  TEXAS     Sec.
                     Sec.
COUNTY  OF  HARRIS   Sec.

     Before  Me,  the undersigned Notary Public, on this day personally appeared
Edward  D.  DeStefano, President and CEO of New Century Energy Corp., who, being
by  me  duly  sworn  on  oath  deposed  and  said that he has read the foregoing
Quitclaim  and that ever fact contained therein is within his personal knowledge
and  is  true  and  correct.

                                       /s/ Edward R. DeStefano
                                       -----------------------------------------
                                       EDWARD  R.  DESTEFANO,  President  &  CEO
                                       of  New  Century  Energy  Corp.

     SUBSCRIBED AND SWORN TO BEFORE ME this   16  day of     December    , 2005.
                                           -------      -----------------

                                       /s/ J. Kolmetz
                                       ----------------------------------------
                                       Notary  Public  in  and  for  The  State
                                       of  Texas



STATE  OF  TEXAS     Sec.
                     Sec.
COUNTY  OF  TRAVIS   Sec.

     Before  Me,  the undersigned Notary Public, on this day personally appeared
William  F.  Mason,  individual, who, being by me duly sworn on oath deposed and
said  that  he  has  read  the  foregoing Quitclaim and that ever fact contained
therein  is  within  his  personal  knowledge  and  is  true  and  correct.

                                               /s/ William F. Mason
                                               -------------------------------
                                               WILLIAM  F.  MASON

     SUBSCRIBED AND SWORN TO BEFORE ME this  13th day of December        , 2005.
                                           -------      -----------------

                                               /s/ Katie Dotts
                                               ---------------------------------
                                               Notary  Public  in  and  for  The
                                               State  of  Texas

<PAGE>

                                     [date]

William  F.  Mason
106  E.  Sixth  St.
Suite  900
Austin,  Texas  78701

New  Century  Energy  Corp.
5851  San  Felipe
Suite  775
Houston,  TX  77057

     RE:     SALE OF [NUMBER] SHARES OF NEW CENTURY ENERGY CORP. COMMON STOCK BY
             WILLIAM  F.  MASON

Gentlemen:

     Assuming the accuracy of the information set forth in the letter from [name
of broker] (the "Broker"), dated [insert date of letter], to me, a copy of which
is  attached  hereto,  the  representations  and agreement of New Century Energy
Corp.  (the  "Issuer")  set  forth  in  that  certain Conversion Agreement dated
December    ,  2005, and the information set forth in the letter from William F.
        ----
Mason (the "Stockholder"), it is our opinion that the sale by the Stockholder of
[number]  shares  of  the  common  stock  of  the  Issuer comply with all of the
requirements  of  Rule  144  under  the  Securities Act of 1933, as amended (the
"Act"),  and  that the such sale would not require registration under the Act or
any  applicable  state  securities  law.

     Upon  receipt  of  confirmation that a sale has occurred in accordance with
the  representations  in the attached letters, a new certificate or certificates
representing  the  Shares  may  be issued in such name or names as the Broker or
Stockholder may request, and such new certificate or certificates may be free of
any  restrictive legend or stop transfer orders.  If the Shares are to be issued
from  a certificate or certificates representing a number of shares in excess of
the  number  sold,  then any certificate or certificates representing the unsold
balance may be reissued in the name of the Stockholder or his nominee and should
bear  the same restrictive legend as appears on other shares of restricted stock
issued  by  the  Issuer  and  should  be  subject  to  a  "stop transfer" order.

     If  no sale has occurred before [90 days] or the date on which the Issuer's
next  quarterly or annual report is required to be filed with the Securities and
Exchange  Commission,  whichever first occurs, this opinion shall be void.  This
letter  is  for  the  benefit  of  the  Stockholder, the Issuer and the Issuer's
transfer  agent  only.

                              Very  truly  yours,
                              FRANKLIN,  CARDWELL  &  JONES


cc:     Broker

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