Exhibit 10.5



THIS OPTION AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS OPTION
HAVE  NOT  BEEN  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY
STATE  SECURITIES  LAWS. THIS OPTION AND THE COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS OPTION MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE  OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS OPTION UNDER SAID ACT
AND  ANY  APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO NEW CENTURY ENERGY CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

             Right to Purchase up to 5,061,392 Shares of Common Stock
             -------------------------------------------------------
                           of New Century Energy Corp.
                           ---------------------------
                   (subject to adjustment as provided herein)

                                     OPTION

No.  L-2                                       Issue  Date:  December  30,  2005

     NEW  CENTURY  ENERGY  CORP.,  a corporation organized under the laws of the
State  of  Colorado  (the "Company"), hereby certifies that, for value received,
LAURUS MASTER FUND, LTD., or assigns (the "Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company (as defined herein) from and
after  the Issue Date of this Option and at any time or from time to time, up to
5,061,392  fully  paid  and nonassessable shares of Common Stock (as hereinafter
defined),  $0.001  par value per share, at the Exercise Price (as defined below)
per  share.  The number and character of such shares of Common Stock are subject
to adjustment as provided herein.

     As  used herein the following terms, unless the context otherwise requires,
have the following respective meanings:

               (a)  "Company"  means  New Century Energy Corp. and any person or
          entity  which shall succeed, or assume the obligations of, New Century
          Energy Corp. hereunder.

               (b)  "Common  Stock"  means  (i)  the Company's Common Stock, par
          value  $0.001  per  share; and (ii) any other securities into which or
          for  which any of the securities described in the preceding clause (i)
          may  be converted or exchanged pursuant to a plan of recapitalization,
          reorganization, merger, sale of assets or otherwise.

               (c) "Exercise Price" means $0.001 per share.

<PAGE>

               (d)  "Other Securities" means any stock (other than Common Stock)
          and  other securities of the Company or any other person (corporate or
          otherwise)  which  the  holder  of  the  Option  at  any time shall be
          entitled  to  receive,  or shall have received, on the exercise of the
          Option,  in  lieu  of  or in addition to Common Stock, or which at any
          time shall be issuable or shall have been issued in exchange for or in
          replacement  of Common Stock or Other Securities pursuant to Section 4
          or otherwise.

               (e)  "Purchase Agreement" means the Securities Purchase Agreement
          dated  as  of June 30, 2005 by and between the Company and the Holder,
          as amended from time to time.

     1. Exercise of Option.
        ------------------

          1.1  Number  of Shares Issuable upon Exercise. From and after the date
               ----------------------------------------
     hereof,  the  Holder  shall  be  entitled to receive, upon exercise of this
     Option  in  whole  or in part, by delivery of an original or fax copy of an
     exercise  notice  in  the  form attached hereto as Exhibit A (the "Exercise
     Notice"),  shares  of  Common  Stock  of the Company, subject to adjustment
     pursuant  to  Section  4. The Holder may not exercise its rights under this
     Option  until  (a)  the  payment  in  full  of  all  of the obligations and
     liabilities  of  the Company to the Holder under the Purchase Agreement and
     the  Note (as defined in the Purchase Agreement) have been paid in full and
     (b)  the  exercise of the Warrant (as defined in the Purchase Agreement) by
     the  Holder;  provided;  however, the Holder may sell all or any portion of
                   --------   -------
     the  Common  Stock  delivered  to  the  Holder upon exercise of this Option
     following the occurrence and during the continuance of an Event of Default.

          1.2 Fair Market Value. For purposes hereof, the "Fair Market Value" of
              -----------------
     a  share of Common Stock as of a particular date (the "Determination Date")
     shall mean:

               (a) If the Company's Common Stock is traded on the American Stock
          Exchange  or another national exchange or is quoted on the National or
          SmallCap  Market of The Nasdaq Stock Market, Inc. ("Nasdaq"), then the
          closing  or  last  sale  price,  respectively,  reported  for the last
          business day immediately preceding the Determination Date.

               (b)  If  the Company's Common Stock is not traded on the American
          Stock  Exchange  or  another national exchange or on the Nasdaq but is
          traded  on  the NASD Over the Counter Bulletin Board, then the mean of
          the  average of the closing bid and asked prices reported for the last
          business day immediately preceding the Determination Date.

               (c)  Except  as  provided  in  clause (d) below, if the Company's
          Common  Stock  is  not  publicly  traded,  then  as the Holder and the
          Company  agree  or  in  the  absence  of  agreement  by arbitration in
          accordance  with  the rules then in effect of the American Arbitration
          Association,  before  a single arbitrator to be chosen from a panel of
          persons  qualified  by education and training to pass on the matter to
          be decided.

<PAGE>

               (d)  If  the  Determination  Date  is  the date of a liquidation,
          dissolution  or  winding  up, or any event deemed to be a liquidation,
          dissolution  or winding up pursuant to the Company's charter, then all
          amounts  to  be  payable  per  share  to  holders  of the Common Stock
          pursuant  to the charter in the event of such liquidation, dissolution
          or  winding  up,  plus  all  other  amounts to be payable per share in
          respect of the Common Stock in liquidation under the charter, assuming
          for  the  purposes of this clause (d) that all of the shares of Common
          Stock then issuable upon exercise of the Option are outstanding at the
          Determination Date.

          1.3  Company  Acknowledgment.  The  Company  will,  at the time of the
               -----------------------
     exercise  of this Option, upon the request of the Holder hereof acknowledge
     in writing its continuing obligation to afford to such Holder any rights to
     which  such  Holder  shall  continue  to be entitled after such exercise in
     accordance  with the provisions of this Option. If the Holder shall fail to
     make  any  such  request,  such  failure  shall  not  affect the continuing
     obligation of the Company to afford to such Holder any such rights.

          1.4  Trustee  for  Option  Holders.  In the event that a bank or trust
               -----------------------------
     company  shall have been appointed as trustee for the Holder of this Option
     pursuant  to  Subsection 3.2, such bank or trust company shall have all the
     powers  and  duties of an option agent (as hereinafter described) and shall
     accept,  in  its  own name for the account of the Company or such successor
     person  as  may  be  entitled thereto, all amounts otherwise payable to the
     Company  or  such successor, as the case may be, on exercise of this Option
     pursuant to this Section 1.

     2. Procedure for Exercise.
        ----------------------

          2.1  Delivery  of  Stock  Certificates, Etc., on Exercise. The Company
               ----------------------------------------------------
     agrees  that  the  shares  of  Common Stock purchased upon exercise of this
     Option  shall  be  deemed to be issued to the Holder as the record owner of
     such  shares  as  of the close of business on the date on which this Option
     shall  have  been  surrendered  and  payment  shall have been made for such
     shares in accordance herewith. As soon as practicable after the exercise of
     this  Option in full or in part, and in any event within three (3) business
     days thereafter, the Company at its expense (including the payment by it of
     any  applicable  issue  taxes)  will  cause to be issued in the name of and
     delivered  to the Holder, or as such Holder (upon payment by such Holder of
     any  applicable  transfer  taxes)  may direct in compliance with applicable
     securities  laws,  a certificate or certificates for the number of duly and
     validly  issued,  fully  paid  and nonassessable shares of Common Stock (or
     Other  Securities) to which such Holder shall be entitled on such exercise,
     plus,  in lieu of any fractional share to which such Holder would otherwise
     be entitled, cash equal to such fraction multiplied by the then Fair Market
     Value  of one full share, together with any other stock or other securities
     and  property  (including  cash,  where applicable) to which such Holder is
     entitled upon such exercise pursuant to Section 1 or otherwise.

<PAGE>

          2.2  Exercise. Payment shall be made either in cash or by certified or
               --------
     official  bank  check  payable  to  the  order  of the Company equal to the
     Exercise  Price  for the number of Common Shares specified in such Exercise
     Notice (as such exercise number shall be adjusted to reflect any adjustment
     in  the  total  number of shares of Common Stock issuable to the Holder per
     the  terms  of  this  Option) and the Holder shall thereupon be entitled to
     receive  the  number  of  duly  authorized,  validly issued, fully-paid and
     non-assessable  shares  of Common Stock (or Other Securities) determined as
     provided herein.

     3. Effect of Reorganization, Etc.
        -----------------------------

          3.1 Reorganization, Consolidation, Merger, Etc. In case at any time or
              ------------------------------------------
     from  time  to  time  the  Company  shall  (a) effect a reorganization, (b)
     consolidate  with  or  merge  into any other person, or (c) transfer all or
     substantially all of its properties or assets to any other person under any
     plan  or arrangement contemplating the dissolution of the Company, then, in
     each  such  case, as a condition to the consummation of such a transaction,
     proper  and  adequate  provision  shall  be made by the Company whereby the
     Holder,  on  the exercise hereof as provided in Section 1 at any time after
     the  consummation  of  such  reorganization, consolidation or merger or the
     effective  date  of such dissolution, as the case may be, shall receive, in
     lieu  of  the  Common Stock (or Other Securities) issuable on such exercise
     prior  to  such  consummation  or  such effective date, the stock and other
     securities  and  property  (including cash) to which such Holder would have
     been  entitled  upon  such  consummation  or  in  connection  with  such
     dissolution,  as  the  case  may  be,  if such Holder had so exercised this
     Option,  immediately  prior  thereto,  all  subject  to  further adjustment
     thereafter as provided in Section 4.

          3.2  Dissolution.  In  the  event  of  any  dissolution of the Company
               -----------
     following  the  transfer  of  all or substantially all of its properties or
     assets, the Company, concurrently with any distributions made to holders of
     its  Common Stock, shall at its expense deliver or cause to be delivered to
     the  Holder  the  stock  and other securities and property (including cash,
     where  applicable) receivable by the Holder pursuant to Section 3.1, or, if
     the  Holder  shall  so  instruct  the  Company,  to a bank or trust company
     specified  by the Holder and having its principal office in New York, NY as
     trustee for the Holder (the "Trustee").

          3.3  Continuation  of  Terms.  Upon any reorganization, consolidation,
               -----------------------
     merger or transfer (and any dissolution following any transfer) referred to
     in  this Section 3, this Option shall continue in full force and effect and
     the  terms  hereof  shall  be  applicable  to the shares of stock and other
     securities and property receivable on the exercise of this Option after the
     consummation  of  such  reorganization,  consolidation  or  merger  or  the
     effective  date of dissolution following any such transfer, as the case may
     be,  and  shall  be  binding  upon  the  issuer  of any such stock or other
     securities,  including,  in  the  case  of  any  such  transfer, the person
     acquiring  all  or  substantially  all  of  the properties or assets of the
     Company,  whether or not such person shall have expressly assumed the terms
     of  this Option as provided in Section 4. In the event this Option does not
     continue  in  full  force  and  effect  after  the  consummation  of  the
     transactions described in this Section 3, then the Company's securities and
     property  (including  cash, where applicable) receivable by the Holder will
     be delivered to the Holder or the Trustee as contemplated by Section 3.2.

<PAGE>

     4.  Extraordinary  Events  Regarding  Common  Stock.  In the event that the
         -----------------------------------------------
Company  shall  (a) issue additional shares of the Common Stock as a dividend or
other  distribution on outstanding Common Stock or any preferred stock issued by
the  Company,  (b)  subdivide  its  outstanding  shares  of Common Stock, or (c)
combine  its  outstanding  shares  of  the Common Stock into a smaller number of
shares  of  the  Common  Stock  (each  of the preceding clauses (a) through (c),
inclusive, an "Event"), then, in each such event, the number of shares of Common
Stock  that  the  Holder shall thereafter, on the exercise hereof as provided in
Section  1,  be  entitled to receive shall be increased or decreased to a number
determined  by  multiplying  the  number  of  shares of Common Stock that would,
immediately prior to such Event, be issuable upon the exercise of this Option by
a  fraction  of  which (a) the numerator is the number of issued and outstanding
shares  of Common Stock immediately after such Event, and (b) the denominator is
the number of issued and outstanding shares of Common Stock immediately prior to
such Event.

     5.  Certificate  as  to  Adjustments.  In  each  case  of any adjustment or
         --------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise  of  this  Option,  the  Company at its expense will promptly cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with  the  terms  of this Option and prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the  facts  upon  which  such  adjustment  or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed
to  have been issued or sold, (b) the number of shares of Common Stock (or Other
Securities)  outstanding  or  deemed  to  be  outstanding, and (c) the number of
shares  of  Common  Stock to be received upon exercise of this Option, in effect
immediately  prior  to  such  adjustment  or  readjustment  and  as  adjusted or
readjusted as provided in this Option. The Company will forthwith mail a copy of
each  such  certificate  to  the  Holder  and  any  Option  agent of the Company
(appointed pursuant to Section 11 hereof).

     6.  Reservation of Stock, Etc., Issuable on Exercise of Option. The Company
         -------------------------
will  at  all times reserve and keep available, solely for issuance and delivery
on  the  exercise  of  this Option, shares of Common Stock (or Other Securities)
from time to time issuable on the exercise of this Option.

     7.  Assignment;  Exchange  of Option. Subject to compliance with applicable
         --------------------------------
securities  laws,  this  Option,  and  the  rights  evidenced  hereby,  may  be
transferred  by  any  registered  holder  hereof (a "Transferor") in whole or in
part.  On  the  surrender  for  exchange  of  this Option, with the Transferor's
endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the  "Transferor
Endorsement  Form")  and  together  with evidence reasonably satisfactory to the
Company  demonstrating  compliance  with applicable securities laws, which shall
include,  without  limitation,  the  provision  of  a  legal  opinion  from  the
Transferor's  counsel  (at  the  Company's expense) that such transfer is exempt

<PAGE>

from the registration requirements of applicable securities laws, the Company at
its  expense  (but  with  payment  by  the Transferor of any applicable transfer
taxes) will issue and deliver to or on the order of the Transferor thereof a new
Option  of  like  tenor,  in the name of the Transferor and/or the transferee(s)
specified  in such Transferor Endorsement Form (each a "Transferee"), calling in
the  aggregate  on  the face or faces thereof for the number of shares of Common
Stock  called  for  on  the  face  or  faces of the Option so surrendered by the
Transferor.

     8. Replacement of Option. On receipt of evidence reasonably satisfactory to
        ---------------------
the Company of the loss, theft, destruction or mutilation of this Option and, in
the  case  of any such loss, theft or destruction of this Option, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the  Company  or,  in  the  case  of  any  such  mutilation,  on  surrender  and
cancellation  of  this  Option,  the  Company  at  its  expense will execute and
deliver, in lieu thereof, a new Option of like tenor.

     9.  Registration  Rights.  The Holder has been granted certain registration
         --------------------
rights by the Company. These registration rights are set forth in an Amended and
Restated  Registration  Rights  Agreement entered into by the Company and Holder
dated  as  of  the  date  hereof,  as  the  same  may  be  amended,  modified or
supplemented from time to time.

     10.  Maximum  Exercise.  Notwithstanding  anything  contained herein to the
          -----------------
contrary, the Holder shall not be entitled to exercise this Option in connection
with  that  number  of  shares of Common Stock which would exceed the difference
between  (i) 9.99% of the issued and outstanding shares of Common Stock and (ii)
the  number  of shares of Common Stock beneficially owned by the Holder. For the
purposes  of  the  immediately preceding sentence, beneficial ownership shall be
determined  in  accordance  with Section 13(d) of the Securities Exchange Act of
1934,  as  amended, and Regulation 13d-3 thereunder. The limitation described in
the  first  sentence of this Section 10 shall automatically become null and void
following  notice  to the Company upon the occurrence and during the continuance
of  an  Event of Default under and as defined in the Note made by the Company to
the Holder dated the date hereof (as amended, modified or supplemented from time
to time, the "Note"), or upon 75 days prior notice to the Company.

     11.  Option  Agent. The Company may, by written notice to the Holder of the
          -------------
Option,  appoint  an  agent  for  the  purpose of issuing Common Stock (or Other
Securities)  on  the  exercise  of this Option pursuant to Section 1, exchanging
this Option pursuant to Section 7, and replacing this Option pursuant to Section
8,  or  any  of  the  foregoing,  and  thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.

     12.  Transfer  on  the Company's Books. Until this Option is transferred on
          ---------------------------------
the  books of the Company, the Company may treat the registered Holder hereof as
the  absolute  owner  hereof for all purposes, notwithstanding any notice to the
contrary.

<PAGE>

     13.  Notices, Etc. All notices and other communications from the Company to
          ------------
the  Holder shall be mailed by first class registered or certified mail, postage
prepaid, at such address as may have been furnished to the Company in writing by
such  Holder or, until any such Holder furnishes to the Company an address, then
to,  and  at  the address of, the last Holder who has so furnished an address to
the Company.

     14.  Miscellaneous. This Option and any term hereof may be changed, waived,
          -------------
discharged  or  terminated  only by an instrument in writing signed by the party
against  which  enforcement  of such change, waiver, discharge or termination is
sought.  THIS  OPTION  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY
ACTION  BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS OPTION SHALL BE
BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN
THE  STATE  OF  NEW YORK; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE
THIS  PROVISION  AND  BRING  AN  ACTION  OUTSIDE  THE  STATE  OF  NEW  YORK. The
individuals  executing  this  Option on behalf of the Company agree to submit to
the  jurisdiction  of  such courts and waive trial by jury. 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 Option is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed modified to conform with such statute or rule of law. Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect the validity or enforceability of any other provision of this Option. The
headings  in this Option are for purposes of reference only, and shall not limit
or otherwise affect any of the terms hereof. The Company acknowledges that legal
counsel  participated  in  the  preparation  of  this  Option  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
Option to favor any party against the other party.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK;
                            SIGNATURE PAGE FOLLOWS.]

<PAGE>

     IN  WITNESS  WHEREOF,  the  Company has executed this Option as of the date
first written above.

                                                     NEW  CENTURY  ENERGY  CORP.


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

<PAGE>

                                    EXHIBIT A

                              FORM OF SUBSCRIPTION
                    (To Be Signed Only On Exercise Of Option)

TO:     New  Century  Energy  Corp.
        5851  San  Felipe,  Suite  775
        Houston, Texas 77057
        Attention:  Chief Financial Officer

     The  undersigned,  pursuant  to  the  provisions  set forth in the attached
Option  (No.  L-2),  hereby irrevocably elects to purchase             shares of
                                                          -------------
the Common Stock covered by such Option.

     The  undersigned  herewith makes payment of the Exercise Price provided for
in such Option, which is $            in lawful money of the United States.
                          ------------

     The undersigned requests that the certificates for such shares be issued in
the name of, and delivered to                                              whose
                             ---------------------------------------------

address is                                               .
          -----------------------------------------------

     The  undersigned  represents  and warrants that all offers and sales by the
undersigned  of the securities issuable upon exercise of the within Option shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as  amended  (the  "Securities  Act")  or  pursuant  to an exemption from
registration under the Securities Act.

Dated:
      ------------------------    ----------------------------------------------

                                   (Signature  must  conform  to  name  of
                                   holder  as  specified  on  the  face  of  the
                                   Option)

                                   Address:
                                           ------------------------

                                           ------------------------
<PAGE>

                                    EXHIBIT B

                         FORM OF TRANSFEROR ENDORSEMENT
                    (To Be Signed Only On Transfer Of Option)

     For  value  received,  the undersigned hereby sells, assigns, and transfers
unto  the  person(s)  named  below  under  the  heading  "Transferees" the right
represented by the within Option to purchase the percentage and number of shares
of Common Stock of New Century Energy Corp. into which the within Option relates
specified  under the headings "Percentage Transferred" and "Number Transferred,"
respectively,  opposite  the  name(s)  of  such person(s) and appoints each such
person  attorney  to  transfer  its respective right on the books of New Century
Energy Corp. with full power of substitution in the premises.


                                        Percentage            Number
Transferees        Address              Transferred           Transferred
-----------        -------              -----------           -----------

--------------     ---------------      ----------------      ------------------

--------------     ---------------      ----------------      ------------------

--------------     ---------------      ----------------      ------------------

--------------     ---------------      ---------------       ------------------

Dated
     --------------------------     --------------------------------------------

                                   (Signature  must  conform  to  name  of
                                   holder  as  specified  on  the  face  of  the
                                   Option)

                                   Address:
                                           --------------------------

                                           --------------------------

                                   SIGNED  IN  THE  PRESENCE  OF:

                                   ----------------------------------
                                                (Name)

ACCEPTED AND AGREED:
[TRANSFEREE]

---------------------------------
          (Name)

<PAGE>