Exhibit 10.28



                             FUNDS ESCROW AGREEMENT

     This  Agreement is dated as of the 30th day of June, 2005 among New Century
Energy  Corp.,  a Colorado corporation (the "COMPANY"), Laurus Master Fund, Ltd.
(the "PURCHASER"), and Loeb & Loeb LLP (the "ESCROW AGENT"):

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

     WHEREAS,  Purchaser  has  advised Escrow Agent that (a) the Company and the
Purchaser  have  entered  into  a   Securities   Purchase  Agreement  ("PURCHASE
AGREEMENT")  for  the sale by the Company to the Purchaser of a convertible note
("NOTE"),  (b)  the  Company has issued to the Purchaser a common stock purchase
warrant  ("WARRANT"), (c) the Company has issued to the Purchaser an option (the
"OPTION") and (d) the Company and the Purchaser have entered into a Registration
Rights  Agreement  covering  the  registration  of  the  Company's  common stock
underlying  the  Note,  the  Warrant  and  the  Option  ("REGISTRATION  RIGHTS
AGREEMENT"); and

     WHEREAS, the Company and the Purchaser wish the Purchaser to deliver to the
Escrow  Agent  copies  of  the Documents (as hereafter defined) and the Escrowed
Payment  (as  hereafter  defined)  to  be  held  and released by Escrow Agent in
accordance with the terms and conditions of this Agreement; and

     WHEREAS,  the  Escrow Agent is willing to serve as escrow agent pursuant to
the terms and conditions of this Agreement;

     NOW THEREFORE, the parties agree as follows:

                                    ARTICLE I

                                 INTERPRETATION

     1.1. Definitions.  Whenever used in this Agreement, the following terms
          -----------
shall have the meanings set forth below.

          (a)  "Agreement"  means  this  Agreement,  as  amended,  modified  and
     supplemented  from  time  to  time  by  written agreement among the parties
     hereto.

          (b)  "Closing  Payment" means the closing payment to be paid to Laurus
     Capital  Management,  L.L.C.,  the fund manager, as set forth on Schedule A
     hereto.

          (c)  "Documents" means copies of the Purchase Agreement, the Note, the
     Registration Rights Agreement, the Option and the Warrant.

          (d) "Escrowed Payment" means $15,000,000.

     1.2. Entire Agreement.   This  Agreement  constitutes  the entire agreement
          ----------------
among  the  parties  hereto  with  respect  to  the matters contained herein and
supersedes all prior agreements, understandings, negotiations and discussions of
the  parties,  whether oral or written. There are no warranties, representations
and  other  agreements made by the parties in connection with the subject matter
hereof except as specifically set forth in this Agreement.

<PAGE>

     1.3. Extended Meanings.   In  this Agreement  words  importing the singular
          -----------------
number  include  the plural and vice versa; words importing the masculine gender
include  the  feminine  and  neuter  genders.  The  word  "person"  includes  an
individual,  body  corporate,  partnership,  trustee  or trust or unincorporated
association, executor, administrator or legal representative.

     1.4. Waivers and Amendments.   This  Agreement may  be  amended,  modified,
          ----------------------
superseded,  cancelled, renewed or extended, and the terms and conditions hereof
may  be  waived, in each case only by a written instrument signed by all parties
hereto,  or, in the case of a waiver, by the party waiving compliance. Except as
expressly  stated  herein,  no  delay on the part of any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any  waiver  on the part of any party of any right, power or privilege hereunder
preclude  any  other  or  future exercise of any other right, power or privilege
hereunder.

     1.5. Headings.   The  division of  this Agreement  into articles, sections,
          --------
subsections  and paragraphs and the insertion of headings are for convenience of
reference  only  and shall not affect the construction or interpretation of this
Agreement.

     1.6. Law Governing this Agreement;  Consent to Jurisdiction. This Agreement
          -----------------------------------------------------
shall  be  governed by and construed in accordance with the laws of the State of
New  York without regard to principles of conflicts of laws. With respect to any
suit,  action  or  proceeding  relating to this Agreement or to the transactions
contemplated  hereby  ("Proceedings"),  each party hereto irrevocably submits to
the exclusive jurisdiction of the courts of the County of New York, State of New
York  and  the United States District court located in the County of New York in
the  State of New York. Each party hereto hereby irrevocably and unconditionally
(a)  waives  trial  by jury in any Proceeding relating to this Agreement and for
any  related  counterclaim and (b) waives any objection which it may have at any
time  to the laying of venue of any Proceeding brought in any such court, waives
any  claim  that such Proceedings have been brought in an inconvenient forum and
further  waives the right to object, with respect to such Proceedings, that such
court does not have jurisdiction over such party. As between the Company and the
Purchaser,  the  prevailing  party  shall  be entitled to recover from the other
party  its reasonable attorneys' fees and costs. In the event that any provision
of  this  Agreement  is  determined  by  a court of competent jurisdiction to be
invalid  or  unenforceable,  then  the  remainder of this Agreement shall not be
affected and shall remain in full force and effect.

     1.7. Construction.   Each  party   acknowledges  that   its  legal  counsel
          ------------
participated  in  the  preparation  of this Agreement and, therefore, stipulates
that  the  rule  of construction that ambiguities are to be resolved against the
drafting  party  shall not be applied in the interpretation of this Agreement to
favor any party against the other.

<PAGE>

                                   ARTICLE II

                APPOINTMENT OF AND DELIVERIES TO THE ESCROW AGENT

     2.1. Appointment.   Company  and Purchaser hereby irrevocably designate and
          -----------
appoint  the  Escrow  Agent  as  their  escrow  agent for the purposes set forth
herein,  and  the  Escrow  Agent by its execution and delivery of this Agreement
hereby accepts such appointment under the terms and conditions set forth herein.

     2.2. Copies of Documents to Escrow Agent.  On or about the date hereof, the
          -----------------------------------
Purchaser  shall deliver to the Escrow Agent copies of the Documents executed by
the Company to the extent it is a party thereto.

     2.3. Delivery of Escrowed Payment to Escrow Agent.   On  or  about the date
          --------------------------------------------
hereof, the Purchaser shall deliver to the Escrow Agent the Escrowed Payment.

     2.4. Intention to Create Escrow Over the Escrowed Payment.   The  Purchaser
          ----------------------------------------------------
and  the Company intend that the Escrowed Payment shall be held in escrow by the
Escrow  Agent  and  released  from escrow by the Escrow Agent only in accordance
with the terms and conditions of this Agreement.

                                   ARTICLE III

                                RELEASE OF ESCROW

     3.1. Release of Escrow. Subject to the provisions of Section 4.2, the
          -----------------
Escrow Agent shall release the Escrowed Payment from escrow as follows:

               (a)  Promptly following receipt by the Escrow Agent of (i) copies
          of  the fully executed Documents and this Agreement, (ii) the Escrowed
          Payment  in   immediately   available  funds,  (iii)   joint   written
          instructions  ("JOINT  INSTRUCTIONS")  executed by the Company and the
          Purchaser  setting  forth  the  payment  direction  instructions  with
          respect  to  the  Escrowed  Payment  and  (iv)  Escrow  Agent's verbal
          instructions  from  David  Grin  and/or Eugene Grin (each of whom is a
          director  of  the  Purchaser)  indicating  that all closing conditions
          relating  to  the Documents have been satisfied and directing that the
          Escrowed  Payment  be disbursed by the Escrow Agent in accordance with
          the  Joint  Instructions,  then  the  Escrowed Payment shall be deemed
          released  from  escrow  and  shall be promptly disbursed in accordance
          with  the  Joint  Instructions.  The Joint Instructions shall include,
          without  limitation,  Escrow  Agent's authorization to retain from the
          Escrowed  Payment  Escrow  Agent's  fee  for  acting  as  Escrow Agent
          hereunder  and  the  Closing  Payment  for  delivery to Laurus Capital
          Management, L.L.C. in accordance with the Joint Instructions.

               (b)  Upon   receipt   by  the  Escrow   Agent  of  a   final  and
          non-appealable  judgment,  order,  decree  or  award  of  a  court  of
          competent  jurisdiction  (a  "COURT  ORDER")  relating to the Escrowed
          Payment,  the  Escrow  Agent  shall  remit  the  Escrowed  Payment  in
          accordance  with the Court Order. Any Court Order shall be accompanied
          by  an  opinion of counsel for the party presenting the Court Order to
          the  Escrow  Agent  (which opinion shall be satisfactory to the Escrow
          Agent) to the effect that the court issuing the Court Order is a court
          of  competent  jurisdiction  and  that  the  Court  Order is final and
          non-appealable.

<PAGE>

     3.2. Acknowledgement of Company and Purchaser; Disputes.   The  Company and
          --------------------------------------------------
the  Purchaser  acknowledge  that  the  only terms and conditions upon which the
Escrowed  Payment  are to be released from escrow are as set forth in Sections 3
and  4 of this Agreement. The Company and the Purchaser reaffirm their agreement
to  abide  by  the  terms  and  conditions of this Agreement with respect to the
release  of the Escrowed Payment. Any dispute with respect to the release of the
Escrowed  Payment  shall  be  resolved  pursuant  to  Section  4.2 or by written
agreement between the Company and Purchaser.

                                   ARTICLE IV

                           CONCERNING THE ESCROW AGENT

     4.1. Duties and Responsibilities of the Escrow Agent. The Escrow Agent's
          -----------------------------------------------
duties and responsibilities shall be subject to the following terms and
conditions:

               (a)  The Purchaser and the Company acknowledge and agree that the
          Escrow  Agent  (i)  shall  not be required to inquire into whether the
          Purchaser,  the  Company  or any other party is entitled to receipt of
          any Document or all or any portion of the Escrowed Payment; (ii) shall
          not  be  called  upon  to construe or review any Document or any other
          document,  instrument  or  agreement  entered  into  in  connection
          therewith;  (iii)  shall be obligated only for the performance of such
          duties  as  are  specifically  assumed by the Escrow Agent pursuant to
          this  Agreement;  (iv) may rely on and shall be protected in acting or
          refraining  from  acting  upon  any  written  notice,  instruction,
          instrument,  statement,  request or document furnished to it hereunder
          and  believed  by  the Escrow Agent in good faith to be genuine and to
          have  been  signed or presented by the proper person or party, without
          being  required  to  determine  the authenticity or correctness of any
          fact  stated  therein  or  the  propriety  or  validity or the service
          thereof;  (v)  may assume that any person purporting to give notice or
          make  any  statement  or  execute  any document in connection with the
          provisions hereof has been duly authorized to do so; (vi) shall not be
          responsible  for the identity, authority or rights of any person, firm
          or company executing or delivering or purporting to execute or deliver
          this Agreement or any Document or any funds deposited hereunder or any
          endorsement  thereon  or  assignment thereof; (vii) shall not be under
          any  duty  to  give  the  property  held by Escrow Agent hereunder any
          greater  degree  of  care  than  Escrow  Agent  gives  its own similar
          property;  and (viii) may consult counsel satisfactory to Escrow Agent
          (including, without limitation, Loeb & Loeb, LLP or such other counsel
          of  Escrow  Agent's  choosing), the opinion of such counsel to be full
          and  complete  authorization  and  protection in respect of any action
          taken, suffered or omitted by Escrow Agent hereunder in good faith and
          in accordance with the opinion of such counsel.

               (b)  The  Purchaser  and  the Company acknowledge that the Escrow
          Agent  is acting solely as a stakeholder at their request and that the
          Escrow  Agent shall not be liable for any action taken by Escrow Agent
          in  good faith and believed by Escrow Agent to be authorized or within
          the  rights  or  powers conferred upon Escrow Agent by this Agreement.
          The Purchaser and the Company hereby, jointly and severally, indemnify
          and hold harmless the Escrow Agent and any of Escrow Agent's partners,
          employees,  agents  and  representatives  from and against any and all
          actions  taken  or  omitted to be taken by Escrow Agent or any of them
          hereunder and any and all claims,

<PAGE>

          losses,  liabilities,  costs,  damages  and  expenses  suffered and/or
          incurred  by  the Escrow Agent arising in any manner whatsoever out of
          the transactions contemplated by this Agreement and/or any transaction
          related  in  any way hereto, including the fees of outside counsel and
          other  costs  and  expenses  of  defending  itself against any claims,
          losses, liabilities, costs, damages and expenses arising in any manner
          whatsoever  out the transactions contemplated by this Agreement and/or
          any  transaction  related  in  any way hereto, except for such claims,
          losses, liabilities, costs, damages and expenses incurred by reason of
          the  Escrow Agent's gross negligence or willful misconduct. The Escrow
          Agent  shall  owe  a duty only to the Purchaser and Company under this
          Agreement and to no other person.

               (c)  The  Purchaser  and  the Company shall jointly and severally
          reimburse  the  Escrow Agent for its reasonable out-of-pocket expenses
          (including  counsel fees (which counsel may be Loeb & Loeb LLP or such
          other  counsel  of the Escrow Agent's choosing) incurred in connection
          with  the  performance  of  its duties and responsibilities hereunder,
          which shall not (subject to Section 4.1(b)) exceed $2500.

               (d)  The  Escrow  Agent  may  at  any time resign as Escrow Agent
          hereunder  by  giving  five  (5) business days prior written notice of
          resignation  to  the Purchaser and the Company. Prior to the effective
          date  of  resignation  as  specified in such notice, the Purchaser and
          Company will issue to the Escrow Agent a Joint Instruction authorizing
          delivery  of  the  Documents  and the Escrowed Payment to a substitute
          Escrow  Agent  selected  by  the  Purchaser  and  the  Company.  If no
          successor  Escrow Agent is named by the Purchaser and the Company, the
          Escrow  Agent  may  apply  to a court of competent jurisdiction in the
          State  of  New  York  for appointment of a successor Escrow Agent, and
          deposit  the  Documents and the Escrowed Payment with the clerk of any
          such court and/or otherwise commence an interpleader or similar action
          for a determination of where to deposit the same.

               (e) The Escrow Agent does not have and will not have any interest
          in  the  Documents  and  the  Escrowed Payment, but is serving only as
          escrow agent, having only possession thereof.

               (f)  The Escrow Agent shall not be liable for any action taken or
          omitted  by  it  in  good  faith  and  reasonably believed by it to be
          authorized  hereby  or  within  the rights or powers conferred upon it
          hereunder, nor for action taken or omitted by it in good faith, and in
          accordance  with  advice of counsel (which counsel may be Loeb & Loeb,
          LLP  or  such other counsel of the Escrow Agent's choosing), and shall
          not  be liable for any mistake of fact or error of judgment or for any
          acts  or omissions of any kind except to the extent any such liability
          arose from its own willful misconduct or gross negligence.

               (g)  This  Agreement  sets  forth  exclusively  the duties of the
          Escrow Agent with respect to any and all matters pertinent thereto and
          no implied duties or obligations shall be read into this Agreement.

               (h) The Escrow Agent shall be permitted to act as counsel for the
          Purchaser or the Company, as the case may be, in any dispute as to the
          disposition  of  the  Documents and the Escrowed Payment, in any other
          dispute  between  the  Purchaser  and  the Company, whether or not the
          Escrow Agent is then holding the Documents and/or the Escrowed Payment
          and continues to act as the Escrow Agent hereunder.

<PAGE>

               (i)  The  provisions  of  this  Section  4.1  shall  survive  the
          resignation of the Escrow Agent or the termination of this Agreement.

     4.2. Dispute Resolution; Judgments. Resolution of disputes arising under
          -----------------------------
this Agreement shall be subject to the following terms and conditions:

               (a)  If  any  dispute  shall  arise with respect to the delivery,
          ownership,  right of possession or disposition of the Documents and/or
          the  Escrowed  Payment,  or if the Escrow Agent shall in good faith be
          uncertain as to its duties or rights hereunder, the Escrow Agent shall
          be authorized, without liability to anyone, to (i) refrain from taking
          any  action  other  than  to  continue  to  hold the Documents and the
          Escrowed  Payment  pending  receipt  of  a  Joint Instruction from the
          Purchaser  and  Company,  (ii)  commence  an  interpleader  or similar
          action,  suit  or  proceeding  for the resolution of any such dispute;
          and/or  (iii)  deposit the Documents and the Escrowed Payment with any
          court  of  competent  jurisdiction  in the State of New York, in which
          event  the  Escrow  Agent  shall  give  written  notice thereof to the
          Purchaser  and  the  Company  and  shall  thereupon  be  relieved  and
          discharged  from  all  further obligations pursuant to this Agreement.
          The  Escrow  Agent  may,  but  shall be under no duty to, institute or
          defend  any  legal  proceedings  which relate to the Documents and the
          Escrowed  Payment.  The  Escrow  Agent  shall have the right to retain
          counsel  if  it  becomes  involved  in  any  disagreement,  dispute or
          litigation  on  account of this Agreement or otherwise determines that
          it  is  necessary  to consult counsel which such counsel may be Loeb &
          Loeb LLP or such other counsel of the Escrow Agent's choosing.

               (b)  The  Escrow  Agent  is hereby expressly authorized to comply
          with  and  obey  any  Court  Order.  In case the Escrow Agent obeys or
          complies  with  a Court Order, the Escrow Agent shall not be liable to
          the  Purchaser  and  Company  or to any other person, firm, company or
          entity by reason of such compliance.

                                    ARTICLE V

                                 GENERAL MATTERS

     5.1. Termination.   This  escrow  shall  terminate upon disbursement of the
          -----------
Escrowed  Payment in accordance with the terms of this Agreement or earlier upon
the  agreement  in  writing  of  the Purchaser and Company or resignation of the
Escrow Agent in accordance with the terms hereof.

     5.2. Notices.   All  notices,  requests,  demands and  other communications
          -------
required  or permitted hereunder shall be in writing and shall be deemed to have
been duly given one (1) day after being sent by telecopy (with copy delivered by
overnight courier, regular or certified mail):

<PAGE>

If to the Company, to:

New Century Energy Corp.
5851 San Felipe, Suite 775
Houston, TX 77057
Attention:     Chief Financial Officer
Telephone:     713-266-4344
Facsimile:     713-266-4358

If to the Purchaser, to:

Laurus Master Funds, Ltd.
c/o M&C Corporate Services Limited
P.O. Box 309 GT
Ugland House
George Town
South Church  Street
Grand Cayman, Cayman Islands
Fax: 345-949-8080

With a copy to:

John E.  Tucker, Esq.
825 Third Avenue 14th Floor
New York, NY 10022
Facsimile:     212-541-4434

If to the Escrow Agent, to:

Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
Fax:  (212) 407-4990
Attention:  Scott J. Giordano, Esq.

or to such other address as any of them shall give to the others by notice made
pursuant to this Section 5.2.

     5.3. Interest. The Escrowed Payment shall not be held in an interest
          --------
bearing account nor will interest be payable in connection therewith.

     5.4. Assignment; Binding Agreement. Neither this Agreement nor any right or
          -----------------------------
obligation  hereunder shall be assignable by any party without the prior written
consent  of  the other parties hereto. This Agreement shall inure to the benefit
of  and  be  binding  upon  the  parties  hereto  and  their  respective  legal
representatives, successors and assigns.

     5.5. Invalidity.   In  the event  that any  one or  more  of the provisions
          ----------
contained  herein,  or  the  application  thereof  in  any circumstance, is held
invalid,  illegal, or unenforceable in any respect for any reason, the validity,
legality  and enforceability of any such provision in every other respect and of
the  remaining  provisions  contained  herein  shall  not be in any way impaired
thereby,  it being intended that all of the rights and privileges of the parties
hereto shall be enforceable to the fullest extent permitted by law.

     5.6. Counterparts/Execution.   This Agreement may be executed in any number
          ----------------------
of  counterparts  and  by different signatories hereto on separate counterparts,
each  of  which,  when  so  executed,  shall be deemed an original, but all such
counterparts shall constitute but one and the same agreement. This Agreement may
be executed by facsimile transmission.

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


COMPANY:

NEW CENTURY ENERGY CORP.

By:  /s/ Edward R. DeStefano
-----------------------------------------------
Name: Edward R. DeStefano
Title: President


PURCHASER:

LAURUS MASTER FUND, LTD.

By:  /s/ Eugene Grin
----------------------------------------------
Name: Eugene Grin
Title: Director


ESCROW AGENT:

LOEB & LOEB LLP

By: /s/ Scott J. Giordano
-------------------------------------------------
Name: Scott J. Giordano
Title: Partner

<PAGE>

                 SCHEDULE A TO FUNDS ESCROW AGREEMENT
                 ------------------------------------

     PURCHASER                                PRINCIPAL NOTE AMOUNT
     ----------------------------------       ---------------------
     LAURUS MASTER FUND, LTD.                 $  15,000,000
     c/o M&C Corporate Services Limited
     P.O. Box 309 GT
     Ugland House
     George Town
     South Church Street
     Grand Cayman, Cayman Islands
     Fax:  345-949-8080
     ---------------------------------        ---------------------
     TOTAL                                    $  15,000,000


     FUND MANAGER                             CLOSING PAYMENT
     ---------------------------------        --------------------------
     LAURUS CAPITAL MANAGEMENT, L.L.C.        Closing payment payable in
     825 Third Avenue, 14th Floor             connection with investment
     New York, New York 10022                 by Laurus Master Fund,
     Fax: 212-541-4434                        Ltd. for which Laurus
                                              Capital Management,
                                              L.L.C. is the Manager.
     --------------------------------         --------------------------
     TOTAL                                    $  525,000


     WARRANTS


     WARRANT RECIPIENT                       WARRANTS IN CONNECTION
                                             WITH OFFERING
     ----------------------------------      ------------------------------
     LAURUS MASTER FUND, LTD.                7,258,065 Warrants issuable in
     c/o M&C Corporate Services Limited      connection with investment by
     P.O. Box 309 GT                         Laurus Master Fund, Ltd.
     Ugland House
     George Town
     South Church Street
     Grand Cayman, Cayman Islands
     Fax: 345-949-8080
     ---------------------------------       ------------------------------
     TOTAL                                   7,258,065 WARRANTS

<PAGE>