Exhibit 10.3



                            THIRD AMENDMENT AGREEMENT

     THIS  THIRD  AMENDMENT  AGREEMENT  (this "Amendment") is entered into as of
December  30,  2005,  by  and  between  New  Century  Energy  Corp.,  a Colorado
corporation ("NCEC"), and Laurus Master Fund, Ltd. ("Laurus").

                                   BACKGROUND

     NCEC and Laurus are parties to (a) a Securities Purchase Agreement dated as
of  June 30, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the "June 2005 SPA") and (b) a Securities Purchase Agreement dated
as  of  September  19,  2005  (as  amended,  restated, supplemented or otherwise
modified from time to time, the "September 2005 SPA" together with the June 2005
SPA,  each  a  "Purchase Agreement" and collectively, the "Purchase Agreements")
pursuant to which Laurus provides NCEC with certain financial accommodations.

     In  connection  with  the  June  2005  SPA,  (a)  NCEC  executed  a Secured
Convertible  Term  Note  dated  as  of  June  30, 2005 in favor of Laurus in the
original  principal  amount  of $15,000,000 (the "Note") and (b) NCEC and Laurus
are  parties  to  a  Registration Rights Agreement dated as of June 30, 2005 (as
amended,  restated,  supplemented  or  otherwise modified from time to time, the
"Registration Rights Agreement") pursuant to which NCEC, among other things, has
agreed  to file a registration statement covering the Registrable Securities (as
therein defined).

     NCEC  and  Laurus have agreed to amend the Note and the Registration Rights
Agreement,  and NCEC and Laurus are willing to do so on the terms and conditions
hereafter set forth.

     NOW,  THEREFORE,  in  consideration of the agreements set forth herein, and
for  other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     1.  Amendments to Registration Rights Agreement. Subject to satisfaction of
         -------------------------------------------
the  conditions  precedent  set  forth in Section 3 below, the following defined
terms  set  forth  in  Section 1 of the Registration Rights Agreement are hereby
amended in their entirety to provide as follows:

               "December Option" means the Option dated December 30, 2005 issued
          by the Company to the Holder pursuant to the Third Amendment Agreement
          dated  as  of  December  30,  2005  by  and between the Holder and the
          Company  and  consented  and  agreed  to by Century Resources, Inc., a
          Delaware corporation.

               "Effectiveness  Date"  means  (i)  with  respect  to  the initial
          Registration Statement required to be filed hereunder, a date no later
          than  July  1,  2006  and  (ii)  with  respect  to  each  additional
          Registration Statement required to be filed hereunder, a date no later
          than  one  hundred  twenty  (120) days following the applicable Filing
          Date.

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               "Filing  Date"  means,  with  respect  to  (i)  the  indebtedness
          evidenced by the Note, a date no later than thirty (30) days following
          the  date  hereof,  (ii)  the  shares  of  Common  Stock issuable upon
          exercise  of  the Warrant, a date no later than thirty (30) days after
          the  date  hereof,  (iii)  the  shares  of  Common Stock issuable upon
          exercise  of  the  June  Option, a date no later than thirty (30) days
          after  the  date hereof, (iv) the shares of Common Stock issuable upon
          exercise  of  the December Option, a date no later than the earlier of
          ten  (10)  business days after the date on which the Company files its
          Report  on  Form 10-KSB for the fiscal year ended December 31, 2005 or
          April  25,  2006,  and  (v) the shares of Common Stock issuable to the
          Holder  as  a result of adjustments to the Fixed Conversion Price made
          pursuant to Section 3.6 of the Note, Section 4 of the Warrant, Section
          4  of  the Options or otherwise, thirty (30) days after the occurrence
          of  such  event  or the date of the adjustment of the Fixed Conversion
          Price.

               "June  Option" means the Option dated June 30, 2005 issued by the
          Company to the Holder pursuant to the Securities Purchase Agreement.

               "  Options"  means,  collectively,  the June Option, the December
          Option  and  each  other  Common  Stock  purchase option issued by the
          Company to the Holder from time to time.

     2. December Option. In consideration of Laurus' agreement to amend the Note
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and  the Registration Rights Agreement in accordance with the terms hereof, NCEC
shall  issue  to  Laurus  an Option to purchase up to 5,061,392 shares of NCEC's
Common Stock (subject to adjustment as set forth therein).

     3.  Conditions of Effectiveness. This Amendment shall become effective upon
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satisfaction  of the following conditions precedent: Laurus shall have received,
in form and substance satisfactory to Laurus and its counsel, (i) a copy of this
Amendment  executed  by  NCEC  and consented and agreed to by Century Resources,
Inc.,  a  Delaware  corporation  ("Century Resources" together with NCEC, each a
"Company"  and  collectively,  the  "Companies"),  (ii) the Amended and Restated
Secured  Convertible  Term Note in the original principal amount of $15,000,000,
duly  executed  and  delivered by NCEC, (iii) an Option dated the date hereof to
purchase up to 5,061,392 shares of NCEC's Common Stock (subject to adjustment as
set  forth therein), duly executed and delivered by NCEC and (iv) all such other
certificates,  instruments, documents, agreements and opinions of counsel as may
be required by Laurus or its counsel.

     4.  Representations  and  Warranties.  Each  Company  hereby represents and
         --------------------------------
warrants as follows:

          (a)  This  Amendment,  the  Purchase  Agreements  and the Registration
     Rights  Agreement,  as  amended hereby, constitute legal, valid and binding
     obligations of the Companies party thereto and are enforceable against such
     Companies in accordance with their respective terms.

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          (b)  Upon  the  effectiveness of this Amendment, NCEC hereby reaffirms
     all  covenants,  representations  and  warranties  made  in  each  Purchase
     Agreement, the Related Agreements (as therein defined) and the Registration
     Rights  Agreement,  as  applicable,  to the extent the same are not amended
     hereby  and  agree  that all such covenants, representations and warranties
     shall  be  deemed  to  have  been  remade  as of the effective date of this
     Amendment.

          (c)  No event of default has occurred and is continuing or would exist
     under  any document, instrument or agreement by and between any Company and
     Laurus after giving effect to this Amendment.

          (d) No Company has any defense, counterclaim or offset with respect to
     any  Purchase  Agreement,  the  Registration  Rights Agreement or any other
     Related Agreement (as defined in each Purchase Agreement).

     5. Effect on the Registration Rights Agreement.
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          (a)  Upon the effectiveness of Section 1 hereof, each reference in the
     Registration  Rights  Agreement to "this Agreement," "hereunder," "hereof,"
     "herein"  or  words  of  like  import  shall mean and be a reference to the
     Registration Rights Agreement, as applicable, as amended hereby.

          (b)  Except  as  specifically amended herein, each Purchase Agreement,
     the Registration Rights Agreement, the other Related Agreements (as defined
     in  each  Purchase  Agreement)  and  all  other  documents, instruments and
     agreements  executed and/or delivered in connection therewith, shall remain
     in full force and effect, and are hereby ratified and confirmed.

          (c)  The execution, delivery and effectiveness of this Amendment shall
     not  operate  as  a  waiver  of  any  right, power or remedy of Laurus, nor
     constitute  a  waiver  of  any  provision  of  any  Purchase Agreement, the
     Registration  Rights  Agreement,  any Related Agreement (as defined in each
     Purchase  Agreement)  or  any  other  documents,  instruments or agreements
     executed and/or delivered under or in connection therewith.

     6.  Governing  Law.  This  Amendment shall be binding upon and inure to the
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benefit  of  the  parties hereto and their respective successors and assigns and
shall  be  governed by and construed in accordance with the laws of the State of
New York.

     7.  Headings.  Section  headings  in this Amendment are included herein for
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convenience  of reference only and shall not constitute a part of this Amendment
for any other purpose.

     8.  Counterparts;  Facsimile. This Amendment may be executed by the parties
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hereto  in  one  or more counterparts, each of which shall be deemed an original
and  all  of  which  when  taken  together  shall  constitute  one  and the same
agreement. Any signature delivered by a party by facsimile transmission shall be
deemed to be an original signature hereto.

                           [Signature Pages to Follow]

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IN WITNESS WHEREOF, this Amendment Agreement has been duly executed as of the
day and year first written above.

                                                NEW CENTURY ENERGY CORP.

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

                                                LAURUS MASTER FUND, LTD.

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

                                                CONSENTED AND AGREED TO:

                                                CENTURY RESOURCES, INC.

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

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