Exhibit 10.4



THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED, OR ANY STATE
SECURITIES  LAWS.  THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
THIS  NOTE  MAY  NOT  BE  SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE  OF  AN  EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE 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.

                              AMENDED AND RESTATED
                              --------------------
                          SECURED CONVERTIBLE TERM NOTE
                          -----------------------------

     FOR  VALUE  RECEIVED, NEW CENTURY ENERGY CORP., a Colorado corporation (the
"COMPANY"),  promises  to  pay  to  LAURUS  MASTER FUND, LTD., c/o M&C Corporate
Services  Limited,  P.O.  Box  309 GT, Ugland House, South Church Street, George
Town,  Grand  Cayman,  Cayman  Islands,  Fax: 345-949-8080 (the "HOLDER") or its
registered assigns or successors in interest, the sum of Fifteen Million Dollars
($15,000,000), together with any accrued and unpaid interest hereon, on June 30,
2008 (the "MATURITY DATE") if not sooner paid.

     Capitalized  terms  used  herein without definition shall have the meanings
ascribed to such terms in that certain Securities Purchase Agreement dated as of
the  date hereof by and between the Company and the Holder (as amended, modified
and/or supplemented from time to time, the "PURCHASE AGREEMENT").

     The  following  terms  shall  apply  to  this  Amended and Restated Secured
Convertible Term Note (this "NOTE"):

                                    ARTICLE I
                         CONTRACT RATE AND AMORTIZATION

     1.1  Contract  Rate.  Subject to Sections 4.2 and 5.10, interest payable on
          --------------
the  outstanding  principal  amount  of this Note (the "PRINCIPAL AMOUNT") shall
accrue  at  a  rate  per  annum  equal to the "prime rate" published in The Wall
                                                                        --------
Street  Journal from time to time (the "PRIME RATE"), plus two percent (2%) (the
--------------
"CONTRACT  RATE"). The Contract Rate shall be increased or decreased as the case
may  be  for  each  increase or decrease in the Prime Rate in an amount equal to
such  increase  or decrease in the Prime Rate; each change to be effective as of
the  day  of  the change in the Prime Rate. Subject to Section 1.2, the Contract
Rate  shall  not  at any time be less than seven percent (7%). Interest shall be
(i)  calculated  on  the  basis  of a 360 day year, and (ii) payable monthly, in
arrears,  commencing  on  September  1,  2005, on the first business day of each
consecutive  calendar  month thereafter through and including the Maturity Date,
and on the Maturity Date, whether by acceleration or otherwise.

     1.2  Contract  Rate  Adjustments  and  Payments. The Contract Rate shall be
          ------------------------------------------
calculated on the last business day of each calendar month hereafter (other than
for  increases  or  decreases  in  the  Prime Rate which shall be calculated and
become effective in accordance with the terms of Section 1.1) until the Maturity

<PAGE>

Date  (each  a  "DETERMINATION  DATE") and shall be subject to adjustment as set
forth  herein. If (i) the Company shall have registered the shares of the Common
Stock  underlying the conversion of this Note and each Warrant on a registration
statement  declared  effective  by  the  Securities and Exchange Commission (the
"SEC"),  and  (ii)  the market price (the "MARKET PRICE") of the Common Stock as
reported  by  Bloomberg,  L.P.  on the Principal Market for the five (5) trading
days  immediately  preceding  a  Determination  Date exceeds the then applicable
Fixed  Conversion Price by at least twenty-five percent (25%), the Contract Rate
for  the  succeeding  calendar month shall automatically be reduced by 100 basis
points  (100  b.p.) (1%) for each incremental twenty-five percent (25%) increase
in  the  Market  Price  of  the  Common  Stock  above  the then applicable Fixed
Conversion  Price.  Notwithstanding  the foregoing (and anything to the contrary
contained  herein), in no event shall the Contract Rate at any time be less than
zero percent (0%).

     1.3  Principal  Payments.  Amortizing  payments  of the aggregate principal
          -------------------
amount outstanding under this Note at any time (the "PRINCIPAL AMOUNT") shall be
made  by  the  Company  on  July  1,  2006 and on the first business day of each
succeeding  month  thereafter  through and including the Maturity Date (each, an
"AMORTIZATION  DATE").  Subject  to  Article  III below, commencing on the first
Amortization Date, the Company shall make monthly payments to the Holder on each
Repayment  Date,  each  such payment in the amount of $250,000 together with any
accrued and unpaid interest on such portion of the Principal Amount plus any and
all  other  unpaid  amounts  which  are then owing under this Note, the Purchase
Agreement  and/or  any  other  Related  Agreement  (collectively,  the  "MONTHLY
AMOUNT").  Any outstanding Principal Amount together with any accrued and unpaid
interest  and  any  and  all  other  unpaid  amounts which are then owing by the
Company  to  the Holder under this Note, the Purchase Agreement and/or any other
Related Agreement shall be due and payable on the Maturity Date.

                                   ARTICLE II
                            CONVERSION AND REDEMPTION

     2.1 Payment of Monthly Amount.
         -------------------------

          (a)  Payment  in  Cash  or  Common  Stock. If the Monthly Amount (or a
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     portion  of  such  Monthly  Amount  if not all of the Monthly Amount may be
     converted  into shares of Common Stock pursuant to Section 3.2) is required
     to  be  paid in cash pursuant to Section 2.1(b), then the Company shall pay
     the  Holder  an amount in cash equal to 102% of the Monthly Amount (or such
     portion  of  such  Monthly  Amount to be paid in cash) due and owing to the
     Holder  on  the  Amortization  Date. If the Monthly Amount (or a portion of
     such  Monthly Amount if not all of the Monthly Amount may be converted into
     shares  of  Common Stock pursuant to Section 3.2) is required to be paid in
     shares  of  Common  Stock  pursuant  to  Section 2.1(b), the number of such
     shares  to be issued by the Company to the Holder on such Amortization Date
     (in  respect of such portion of the Monthly Amount converted into shares of
     Common Stock pursuant to Section 2.1(b)), shall be the number determined by
     dividing  (i)  the  portion  of the Monthly Amount converted into shares of
     Common  Stock,  by  (ii)  the  then  applicable Fixed Conversion Price. For
     purposes  hereof,  subject  to  Section  3.6  hereof,  the  initial  "FIXED
     CONVERSION PRICE" means $0.62.

<PAGE>

          (b)  Monthly Amount Conversion Conditions. Subject to Sections 2.1(a),
               ------------------------------------
     2.2,  and  3.2 hereof, the Holder shall convert into shares of Common Stock
     all or a portion of the Monthly Amount due on each Amortization Date if the
     following  conditions  (the  "CONVERSION  CRITERIA") are satisfied: (i) the
     average closing price of the Common Stock as reported by Bloomberg, L.P. on
     the  Principal  Market  for the five (5) trading days immediately preceding
     such  Amortization Date shall be greater than or equal to 110% of the Fixed
     Conversion  Price  and  (ii)  the amount of such conversion does not exceed
     twenty  five  percent  (25%)  of the aggregate dollar trading volume of the
     Common  Stock  for  the  period of twenty-two (22) trading days immediately
     preceding  such  Amortization  Date.  If  subsection  (i) of the Conversion
     Criteria  is  met but subsection (ii) of the Conversion Criteria is not met
     as to the entire Monthly Amount, the Holder shall convert only such part of
     the  Monthly  Amount that meets subsection (ii) of the Conversion Criteria.
     Any  portion  of  the  Monthly  Amount due on an Amortization Date that the
     Holder  has not been able to convert into shares of Common Stock due to the
     failure  to  meet  the  Conversion  Criteria,  shall be paid in cash by the
     Company  at  the  rate  of 102% of the Monthly Amount otherwise due on such
     Amortization  Date,  within  three  (3)  business days of such Amortization
     Date.

     2.2  No  Effective  Registration.  Notwithstanding anything to the contrary
          ---------------------------
herein,  none  of  the Company's obligations to the Holder may be converted into
Common  Stock  unless (a) either (i) an effective current Registration Statement
(as  defined in the Registration Rights Agreement) covering the shares of Common
Stock to be issued in connection with satisfaction of such obligations exists or
(ii) an exemption from registration for resale of all of the Common Stock issued
and  issuable is available pursuant to Rule 144 of the Securities Act and (b) no
Event  of Default (as hereinafter defined) exists and is continuing, unless such
Event  of Default is cured within any applicable cure period or otherwise waived
in writing by the Holder.

     2.3  Optional  Redemption  in  Cash.  The  Company  may  prepay  this  Note
          ------------------------------
("OPTIONAL  REDEMPTION")  by  paying  to  the Holder a sum of money equal to the
Applicable  Principal Amount (as defined below) together with accrued but unpaid
interest  thereon  and  any  and  all  other sums due, accrued or payable to the
Holder  arising  under  this  Note,  the Purchase Agreement or any other Related
Agreement  (the  "REDEMPTION AMOUNT") outstanding on the Redemption Payment Date
(as  defined below). The Company shall deliver to the Holder a written notice of
redemption  (the  "NOTICE  OF REDEMPTION") specifying the date for such Optional
Redemption  (the  "REDEMPTION  PAYMENT  DATE"),  which  date  shall be seven (7)
business  days  after  the  date  of  the  Notice of Redemption (the "REDEMPTION
PERIOD").  A  Notice  of  Redemption  shall not be effective with respect to any
portion  of  this Note for which the Holder has previously delivered a Notice of
Conversion (as hereinafter defined) or for conversions elected to be made by the
Holder  pursuant  to  Section  3.3  during the Redemption Period. The Redemption
Amount  shall  be  determined  as  if the Holder's conversion elections had been
completed  immediately  prior  to  the  date of the Notice of Redemption. On the
Redemption Payment Date, the Redemption Amount must be paid in good funds to the
Holder.  In  the  event  the  Company  fails to pay the Redemption Amount on the
Redemption Payment Date as set forth herein, then such Redemption Notice will be
null  and  void.  For  purposes  of  this Section 2.3, the "APPLICABLE PRINCIPAL
AMOUNT" shall mean (a) during the period commencing on the effective date hereof
and  ending  on  the  date  immediately  preceding  the first anniversary of the
effective  date  hereof, 125% of the Principal Amount outstanding at the time of
such  prepayment,  (b)  during the period commencing on the first anniversary of

<PAGE>

the  effective  date  hereof  and  ending  on the date immediately preceding the
second  anniversary of the date hereof, 120% of the Principal Amount outstanding
at  the  time  of  such  prepayment  and (c) during the period commencing on the
second anniversary of the effective date hereof and ending on the Maturity Date,
115% of the Principal Amount outstanding at the time of such prepayment.

                                   ARTICLE III
                           HOLDER'S CONVERSION RIGHTS

     3.1  Optional  Conversion.  Subject  to the terms set forth in this Article
          --------------------
III,  the Holder shall have the right, but not the obligation, to convert all or
any  portion  of  the  issued  and  outstanding  Principal Amount and/or accrued
interest  and  fees  due and payable into fully paid and nonassessable shares of
Common  Stock  at  the  Fixed Conversion Price. The shares of Common Stock to be
issued upon such conversion are herein referred to as, the "CONVERSION SHARES."

     3.2 Conversion Limitation. Notwithstanding anything contained herein to the
         ---------------------
contrary,  the  Holder shall not be entitled to convert pursuant to the terms of
this  Note  an  amount  that would be convertible into that number of Conversion
Shares  which  would  exceed the difference between (i) 9.99% of the outstanding
shares  of  Common  Stock  and  (ii)  the  number  of  shares  of  Common  Stock
beneficially  owned  by  the  Holder.  For purposes of the immediately preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Exchange Act and Regulation 13d-3 thereunder. The Conversion Shares
limitation  described  in  this  Section 3.2 shall automatically become null and
void  following  notice  to  any  Company  upon  the  occurrence  and during the
continuance of an Event of Default, or upon 75 days prior notice to the Company.
Notwithstanding  anything  contained  herein  to the contrary, the provisions of
this  Section  3.2  are  irrevocable  and may not be waived by the Holder or any
Company.

     3.3  Mechanics  of Holder's Conversion. In the event that the Holder elects
          ---------------------------------
to  convert  this  Note  into Common Stock, the Holder shall give notice of such
election  by  delivering  an  executed  and  completed  notice  of conversion in
substantially  the  form of Exhibit A hereto (appropriate completed) ("NOTICE OF
CONVERSION")  to  the  Company  and  such  Notice  of Conversion shall provide a
breakdown  in  reasonable  detail  of the Principal Amount, accrued interest and
fees  that are being converted. On each Conversion Date (as hereinafter defined)
and  in  accordance  with  its  Notice  of Conversion, the Holder shall make the
appropriate  reduction  to  the  Principal  Amount, accrued interest and fees as
entered  in  its records and shall provide written notice thereof to the Company
within  two  (2)  business  days after the Conversion Date. Each date on which a
Notice  of  Conversion  is  delivered or telecopied to the Company in accordance
with  the  provisions  hereof shall be deemed a Conversion Date (the "CONVERSION
DATE").  Pursuant  to  the  terms  of the Notice of Conversion, the Company will
issue  instructions  to  the transfer agent accompanied by an opinion of counsel
within  one  (1)  business day of the date of the delivery to the Company of the
Notice  of  Conversion  and  shall  cause  the  transfer  agent  to transmit the
certificates  representing  the Conversion Shares to the Holder by crediting the
account  of the Holder's designated broker with the Depository Trust Corporation
("DTC")  through  its Deposit Withdrawal Agent Commission ("DWAC") system within
three (3) business days after receipt by the Company of the Notice of Conversion

<PAGE>

(the  "DELIVERY DATE"). In the case of the exercise of the conversion rights set
forth herein the conversion privilege shall be deemed to have been exercised and
the Conversion Shares issuable upon such conversion shall be deemed to have been
issued  upon the date of receipt by the Company of the Notice of Conversion. The
Holder  shall be treated for all purposes as the record holder of the Conversion
Shares,  unless  the  Holder  provides  the  Company written instructions to the
contrary.

     3.4  Late Payments. The Company understands that a delay in the delivery of
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the  Conversion  Shares in the form required pursuant to this Article beyond the
Delivery  Date  could  result in economic loss to the Holder. As compensation to
the Holder for such loss, in addition to all other rights and remedies which the
Holder  may have under this Note, applicable law or otherwise, the Company shall
pay  late  payments  to the Holder for any late issuance of Conversion Shares in
the  form  required pursuant to this Article II upon conversion of this Note, in
the  amount  equal to $200 per business day after the Delivery Date. The Company
shall  make  any  payments  incurred under this Section in immediately available
funds upon demand.

     3.5 Conversion Mechanics. The number of shares of Common Stock to be issued
         --------------------
upon  each  conversion of this Note shall be determined by dividing that portion
of  the  principal  and  interest  and fees to be converted, if any, by the then
applicable  Fixed Conversion Price. In the event of any conversions of a portion
of  the  outstanding  Principal  Amount  pursuant  to  this  Article  III,  such
conversions  shall  be  deemed  to  constitute  conversions  of  the outstanding
Principal  Amount  applying  to  Monthly  Amounts for the remaining Amortization
Dates in chronological order.

     3.6  Adjustment  Provisions. The Fixed Conversion Price and number and kind
          ----------------------
of  shares  or other securities to be issued upon conversion determined pursuant
to  this  Note  shall  be  subject  to  adjustment  from  time  to time upon the
occurrence  of  certain  events  during  the  period  that this conversion right
remains outstanding, as follows:

          (a)  Reclassification.  If  the  Company  at  any  time  shall,  by
               ----------------
     reclassification  or  otherwise, change the Common Stock into the same or a
     different  number  of  securities of any class or classes, this Note, as to
     the  unpaid Principal Amount and accrued interest thereon, shall thereafter
     be  deemed  to  evidence  the  right to purchase an adjusted number of such
     securities and kind of securities as would have been issuable as the result
     of such change with respect to the Common Stock (i) immediately prior to or
     (ii)  immediately  after, such reclassification or other change at the sole
     election of the Holder.

          (b)  Stock Splits, Combinations and Dividends. If the shares of Common
               ----------------------------------------
     Stock are subdivided or combined into a greater or smaller number of shares
     of  Common  Stock,  or  if  a  dividend  is paid on the Common Stock or any
     preferred  stock issued by the Company in shares of Common Stock, the Fixed
     Conversion Price shall be proportionately reduced in case of subdivision of
     shares  or  stock  dividend  or  proportionately  increased  in the case of
     combination  of  shares,  in  each  such  case by the ratio which the total
     number  of  shares of Common Stock outstanding immediately after such event
     bears to the total number of shares of Common Stock outstanding immediately
     prior to such event.

          (c) Share Issuances. Subject to the provisions of this Section 3.6, if
              ---------------
     the  Company shall at any time prior to the conversion or repayment in full
     of  the  Principal  Amount  issue  any shares of Common Stock or securities

<PAGE>

     convertible into Common Stock to a Person other than the Holder (except (i)
     pursuant  to  Sections  3.6(a)  or  (b)  above;  (ii)  pursuant to options,
     warrants,  or  other  obligations  to  issue shares outstanding on the date
     hereof  as  disclosed  to  the Holder in writing; (iii) pursuant to options
     and/or  shares that may be issued under any employee incentive stock option
     and/or  any  qualified  stock  option  plan adopted by the Company, or (iv)
     pursuant to the issuance of restricted shares to vendors for goods received
     and/or  services  rendered  to  the  Company  in an amount not to exceed an
     aggregate  of  1,000,000 shares which, unless the Holder otherwise consents
     in  writing,  shares  may  not be sold until the earlier of (A) three years
     from the date hereof or (B) the date all of the obligations and liabilities
     of the Company to the Holder under the Purchase Agreement are paid in full)
     for  a  consideration  per  share  (the  "OFFER PRICE") less than the Fixed
     Conversion  Price  in  effect  at the time of such issuance, then the Fixed
     Conversion  Price shall be immediately reset to such lower Offer Price. For
     purposes  hereof,  the  issuance of any security of the Company convertible
     into  or  exercisable  or  exchangeable for Common Stock shall result in an
     adjustment  to  the  Fixed  Conversion  Price  upon  the  issuance  of such
     securities.

          (d)  Computation  of  Consideration.  For  purposes of any computation
               ------------------------------
     respecting  consideration  received  pursuant  to Section 3.6(c) above, the
     following shall apply:

               (i)  in  the  case  of the issuance of shares of Common Stock for
          cash,  the  consideration  shall  be the amount of such cash, provided
          that  in  no  case  shall  any  deduction be made for any commissions,
          discounts  or  other  expenses  incurred  by  the  Company  for  any
          underwriting of the issue or otherwise in connection therewith;

               (ii)  in the case of the issuance of shares of Common Stock for a
          consideration  in  whole or in part other than cash, the consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined  in  good  faith  by  the Board of Directors of the Company
          (irrespective of the accounting treatment thereof); and

               (iii)  upon  any  such  exercise,  the  aggregate  consideration
          received  for  such securities shall be deemed to be the consideration
          received  by  the Company for the issuance of such securities plus the
          additional  minimum  consideration,  if  any,  to  be  received by the
          Company  upon the conversion or exchange thereof (the consideration in
          each  case  to  be  determined  in  the  same  manner  as  provided in
          subsections (i) and (ii) of this Section 3.6(d)).

     3.7  Reservation  of Shares. During the period the conversion right exists,
          ----------------------
the  Company  will  reserve  from  its  authorized  and  unissued Common Stock a
sufficient  number  of  shares  to provide for the issuance of Conversion Shares
upon  the  full  conversion of this Note and the Warrant. The Company represents
that upon issuance, the Conversion Shares will be duly and validly issued, fully
paid and non-assessable. The Company agrees that its issuance of this Note shall
constitute  full  authority to its officers, agents, and transfer agents who are
charged with the duty of executing and issuing stock certificates to execute and
issue  the  necessary certificates for the Conversion Shares upon the conversion
of this Note.

     3.8  Registration  Rights.  The Holder has been granted registration rights
          --------------------
with  respect  to  the Conversion Shares as set forth in the Registration Rights
Agreement.

<PAGE>

     3.9  Issuance  of New Note. Upon any partial conversion of this Note, a new
          ---------------------
Note  containing the same date and provisions of this Note shall, at the request
of  the Holder, be issued by the Company to the Holder for the principal balance
of  this  Note and interest which shall not have been converted or paid. Subject
to  the  provisions  of  Article  IV of this Note, the Company shall not pay any
costs,  fees  or  any  other  consideration to the Holder for the production and
issuance of a new Note.

                                   ARTICLE IV
                                EVENTS OF DEFAULT

     4.1  Events  of  Default. The occurrence of any of the following events set
          -------------------
forth  in  this  Section  4.1  shall  constitute  an event of default ("EVENT OF
DEFAULT") hereunder:

          (a)  Failure to Pay. The Company fails to pay when due any installment
               --------------
     of  principal, interest or other fees hereon in accordance herewith, or the
     Company  fails to pay any of the other Obligations (under and as defined in
     the  Master  Security  Agreement)  when  due,  and,  in any such case, such
     failure  shall  continue  for a period of three (3) days following the date
     upon which any such payment was due.

          (b)  Breach  of  Covenant.  The  Company  or  any  of its Subsidiaries
               --------------------
     breaches  any  covenant  or any other term or condition of this Note in any
     material  respect  and  such  breach,  if  subject to cure, continues for a
     period of fifteen (15) days after the occurrence thereof.

          (c)  Breach  of  Representations  and  Warranties. Any representation,
               --------------------------------------------
     warranty  or  statement  made  or  furnished  by  the Company or any of its
     Subsidiaries  in  this  Note,  the  Purchase Agreement or any other Related
     Agreement  shall at any time be false or misleading in any material respect
     on the date as of which made or deemed made.

          (d)  Default Under Other Agreements. The occurrence of any default (or
               ------------------------------
     similar  term)  in  the observance or performance of any other agreement or
     condition  relating  to  any  indebtedness  or contingent obligation of the
     Company or any of its Subsidiaries beyond the period of grace (if any), the
     effect  of  which  default  is to cause, or permit the holder or holders of
     such  indebtedness  or  beneficiary  or  beneficiaries  of  such contingent
     obligation  to  cause,  such indebtedness to become due prior to its stated
     maturity or such contingent obligation to become payable;

          (e) Material Adverse Effect. Any change or the occurrence of any event
              -----------------------
     which could reasonably be expected to have a Material Adverse Effect;

          (f) Bankruptcy. The Company or any of its Subsidiaries shall (i) apply
              ----------
     for,  consent  to  or  suffer to exist the appointment of, or the taking of
     possession by, a receiver, custodian, trustee or liquidator of itself or of
     all  or  a substantial part of its property, (ii) make a general assignment
     for  the  benefit  of  creditors, (iii) commence a voluntary case under the
     federal  bankruptcy  laws  (as  now  or  hereafter  in  effect),  (iv)  be
     adjudicated  a  bankrupt  or insolvent, (v) file a petition seeking to take
     advantage  of  any  other  law  providing  for  the relief of debtors, (vi)
     acquiesce to, without challenge within ten (10) days of the filing thereof,
     or  failure  to have dismissed, within thirty (30) days, any petition filed
     against  it  in  any  involuntary case under such bankruptcy laws, or (vii)
     take any action for the purpose of effecting any of the foregoing;

<PAGE>

          (g)  Judgments.  Attachments  or  levies  in excess of $100,000 in the
               ---------
     aggregate  are made upon the Company or any of its Subsidiary's assets or a
     judgment  is  rendered against the Company's property involving a liability
     of more than $100,000 which shall not have been vacated, discharged, stayed
     or bonded within thirty (30) days from the entry thereof;

          (h)  Insolvency. The Company or any of its Subsidiaries shall admit in
               ----------
     writing  its  inability,  or  be generally unable, to pay its debts as they
     become due or cease operations of its present business;

          (i)  Change  in Control. A Change in Control shall occur. A "Change in
               ------------------
     Control"  shall  arise  when  any  "Person"  or  "group" (as such terms are
     defined  in  Sections  13(d) and 14(d) of the Exchange Act, as in effect on
     the  date hereof) is or becomes the "beneficial owner" (as defined in Rules
     13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of 35%
     or  more  on  a  fully  diluted basis of the then outstanding voting equity
     interest  of the Parent (other than a "Person" or "group" that beneficially
     owns  35% or more of such outstanding voting equity interests of the Parent
     on  the  date  hereof)  or  (ii) the Board of Directors of the Parent shall
     cease  to  consist  of a majority of the Parent's board of directors on the
     date hereof (or directors appointed by a majority of the board of directors
     in effect immediately prior to such appointment);

          (j)  Indictment;  Proceedings. The indictment or threatened indictment
               ------------------------
     of  the  Company or any of its Subsidiaries or any executive officer of the
     Company  or  any  of  its  Subsidiaries  under  any  criminal  statute,  or
     commencement  or  threatened  commencement  of criminal or civil proceeding
     against  the Company or any of its Subsidiaries or any executive officer of
     the  Company  or  any  of  its  Subsidiaries  pursuant  to which statute or
     proceeding  penalties or remedies sought or available include forfeiture of
     any of the property of the Company or any of its Subsidiaries;

          (k)  The  Purchase  Agreement,  Related Agreements, the September 2005
               -----------------------------------------------------------------
     Purchase  Agreement and the September 2005 Related Agreements. (i) An Event
     -------------------------------------------------------------
     of  Default shall occur under and as defined in the Purchase Agreement, any
     Related  Agreement, the Securities Purchase Agreement dated as of September
     19,  2005  by  and between the Holder and the Company (as amended, modified
     and  supplemented  from  time  to  time,  the  "September  2005  Purchase
     Agreement") and/or any other document, instrument or agreement entered into
     in  connection  with  the  transactions  contemplated by the September 2005
     Purchase  Agreement  (as  amended,  modified  and supplemented from time to
     time,  the "September 2005 Related Agreements"), (ii) the Company or any of
     its  Subsidiaries  shall  breach  any  term  or  provision  of the Purchase
     Agreement,  any Related Agreement, the September 2005 Purchase Agreement or

<PAGE>

     any  September  2005  Related  Agreement  in  any material respect and such
     breach,  if  capable  of cure, continues unremedied for a period of fifteen
     (15)  days  after  the  occurrence thereof, (iii) the Company or any of its
     Subsidiaries  attempts  to  terminate,  challenges  the validity of, or its
     liability  under,  the  Purchase  Agreement,  any  Related  Agreement,  the
     September  2005 Purchase Agreement or any September 2005 Related Agreement,
     (iv)  any  proceeding  shall  be brought to challenge the validity, binding
     effect of the Purchase Agreement, any Related Agreement, the September 2005
     Purchase  Agreement  or  any  September  2005  Related Agreement or (v) the
     Purchase  Agreement,  any  Related  Agreement,  the September 2005 Purchase
     Agreement  or  any  September  2005 Related Agreement ceases to be a valid,
     binding  and  enforceable  obligation  of  the  Company  or  any  of  its
     Subsidiaries (to the extent such persons or entities are a party thereto);

          (l)  Stop  Trade.  An SEC stop trade order or Principal Market trading
               -----------
     suspension  of the Common Stock shall be in effect for five (5) consecutive
     days  or  five  (5)  days  during  a  period  of ten (10) consecutive days,
     excluding  in  all cases a suspension of all trading on a Principal Market,
     provided  that  the  Company  shall not have been able to cure such trading
     suspension within thirty (30) days of the notice thereof or list the Common
     Stock on another Principal Market within sixty (60) days of such notice; or

          (m) Failure to Deliver Common Stock or Replacement Note. The Company's
              ---------------------------------------------------
     failure  to  deliver Common Stock to the Holder pursuant to and in the form
     required  by  this  Note and the Purchase Agreement and, if such failure to
     deliver Common Stock shall not be cured within two (2) business days or the
     Company  is  required  to  issue  a  replacement Note to the Holder and the
     Company  shall  fail  to  deliver  such  replacement  Note within seven (7)
     business days.

     The  Events  of  Default  set  forth in this Section 4.1 are subject to the
express waiver of certain Events of Default by Holder in favor of the Company as
provided  in  the  Amendment Agreement (the "First Amendment Agreement") and the
Second  Amendment  Agreement  (the "Second Amendment Agreement") entered into on
November  3, 2005 and December 14, 2005, respectively, by and between the Holder
and  the  Company. Such Events of Default expressly waived pursuant to the First
Amendment  Agreement  and  the Second Amendment Agreement shall remain waived in
accordance  with  the  express  terms  of  the First Amendment Agreement and the
Second  Amendment  Agreement  and  shall  not  be deemed to constitute Events of
Default  for  purposes of this Note, the Purchase Agreement, Related Agreements,
the  September  2005  Purchase  Agreement  and/or  the  September  2005  Related
Agreements.

     4.2  Default  Interest. Following the occurrence and during the continuance
          -----------------
of  an  Event of Default, the Company shall pay additional interest on this Note
in  an  amount  equal  to  two  percent  (2%)  per  month,  and  all outstanding
obligations  under  this  Note,  the  Purchase  Agreement and each other Related
Agreement,  including unpaid interest, shall continue to accrue interest at such
additional  interest  rate from the date of such Event of Default until the date
such Event of Default is cured or waived.

     4.3 Default Payment. Following the occurrence and during the continuance of
         ---------------
an  Event of Default, the Holder, at its option, may demand repayment in full of
all  obligations and liabilities owing by Company to the Holder under this Note,

<PAGE>

the  Purchase  Agreement and/or any other Related Agreement and/or may elect, in
addition  to  all rights and remedies of the Holder under the Purchase Agreement
and  the  other  Related  Agreements  and all obligations and liabilities of the
Company  under  the  Purchase  Agreement  and  the  other Related Agreements, to
require  the  Company to make a Default Payment ("DEFAULT PAYMENT"). The Default
Payment  shall  be  130%  of  the outstanding principal amount of the Note, plus
accrued but unpaid interest, all other fees then remaining unpaid, and all other
amounts  payable  hereunder.  The  Default Payment shall be applied first to any
fees  due  and  payable  to  the  Holder  pursuant  to  this  Note, the Purchase
Agreement,  and/or  the  other  Related  Agreements,  then to accrued and unpaid
interest  due on this Note and then to the outstanding principal balance of this
Note.  The Default Payment shall be due and payable immediately on the date that
the Holder has exercised its rights pursuant to this Section 4.3.

                                    ARTICLE V
                                  MISCELLANEOUS

     5.1  Conversion  Privileges. The conversion privileges set forth in Article
          ----------------------
III shall remain in full force and effect immediately from the date hereof until
the date this Note is indefeasibly paid in full and irrevocably terminated.

     5.2 Cumulative Remedies. The remedies under this Note shall be cumulative.
         -------------------

     5.3  Failure  or  Indulgence Not Waiver. No failure or delay on the part of
          ----------------------------------
the  Holder  hereof  in  the exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise available.

     5.4  Notices.  Any notice herein required or permitted to be given shall be
          -------
in writing and provided in accordance with the terms of the Purchase Agreement.

     5.5  Amendment  Provision.  The  term "Note" and all references thereto, as
          --------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented,  and  any successor instrument as such successor instrument may be
amended or supplemented.

     5.6  Assignability.  This  Note  shall  be binding upon the Company and its
          -------------
successors  and  assigns,  and  shall inure to the benefit of the Holder and its
successors and assigns, and may be assigned by the Holder in accordance with the
requirements  of  the  Purchase Agreement. The Company may not assign any of its
obligations under this Note without the prior written consent of the Holder, any
such purported assignment without such consent being null and void.

     5.7  Cost  of  Collection. In case of any Event of Default under this Note,
          --------------------
the  Company  shall  pay  the  Holder  reasonable costs of collection, including
reasonable attorneys' fees.

     5.8 Governing Law, Jurisdiction and Waiver of Jury Trial.
         ----------------------------------------------------

          (a)  THIS  NOTE  SHALL  BE  GOVERNED  BY AND CONSTRUED AND ENFORCED IN
     ACCORDANCE  WITH  THE  LAWS  OF  THE  STATE  OF NEW YORK, WITHOUT REGARD TO
     PRINCIPLES OF CONFLICTS OF LAW.

          (b)  THE  COMPANY HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL
     COURTS  LOCATED  IN  THE  COUNTY  OF NEW YORK, STATE OF NEW YORK SHALL HAVE

<PAGE>

     EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN
     THE COMPANY, ON THE ONE HAND, AND THE HOLDER, ON THE OTHER HAND, PERTAINING
     TO  THIS  NOTE  OR  ANY  OF  THE  OTHER RELATED AGREEMENTS OR TO ANY MATTER
     ARISING  OUT  OF  OR RELATED TO THIS NOTE OR ANY OF THE RELATED AGREEMENTS;
     PROVIDED,  THAT THE COMPANY ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS
     --------
     MAY  HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK,
     STATE OF NEW YORK; AND FURTHER PROVIDED, THAT NOTHING IN THIS NOTE SHALL BE
                            ----------------
     DEEMED OR OPERATE TO PRECLUDE THE HOLDER FROM BRINGING SUIT OR TAKING OTHER
     LEGAL  ACTION  IN  ANY  OTHER  JURISDICTION  TO COLLECT THE OBLIGATIONS, TO
     REALIZE  ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO
     ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE HOLDER. THE COMPANY
     EXPRESSLY  SUBMITS  AND  CONSENTS  IN  ADVANCE  TO SUCH JURISDICTION IN ANY
     ACTION  OR  SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY HEREBY WAIVES
     ANY  OBJECTION  WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
     IMPROPER  VENUE OR FORUM NON CONVENIENS. THE COMPANY HEREBY WAIVES PERSONAL
                        --------------------
     SERVICE  OF  THE  SUMMONS,  COMPLAINT  AND OTHER PROCESS ISSUED IN ANY SUCH
     ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER
     PROCESS  MAY  BE  MADE  BY  REGISTERED  OR  CERTIFIED MAIL ADDRESSED TO THE
     COMPANY AT THE ADDRESS SET FORTH IN THE PURCHASE AGREEMENT AND THAT SERVICE
     SO  MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF THE COMPANY'S ACTUAL
     RECEIPT  THEREOF  OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER
     POSTAGE PREPAID.

          (c)  THE  COMPANY  DESIRES  THAT  ITS  DISPUTES BE RESOLVED BY A JUDGE
     APPLYING  SUCH  APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION
     OF  THE  BENEFITS  OF  THE  JUDICIAL SYSTEM AND OF ARBITRATION, THE COMPANY
     HERETO  WAIVES  ALL  RIGHTS  TO  TRIAL  BY  JURY  IN  ANY  ACTION, SUIT, OR
     PROCEEDING  BROUGHT  TO  RESOLVE  ANY DISPUTE, WHETHER ARISING IN CONTRACT,
     TORT,  OR  OTHERWISE  BETWEEN  THE  HOLDER  AND THE COMPANY ARISING OUT OF,
     CONNECTED  WITH,  RELATED  OR  INCIDENTAL  TO  THE RELATIONSHIP ESTABLISHED
     BETWEEN  THEM  IN CONNECTION WITH THIS NOTE, ANY OTHER RELATED AGREEMENT OR
     THE TRANSACTIONS RELATED HERETO OR THERETO.

     5.9  Severability.  In the event that any provision of this Note 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
Note.

     5.10  Maximum  Payments.  Nothing  contained  herein  shall  be  deemed  to
           -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest  required to be paid or other charges hereunder exceed the maximum rate
permitted  by  such  law,  any  payments in excess of such maximum rate shall be
credited  against amounts owed by the Company to the Holder and thus refunded to
the Company.

<PAGE>

     5.11  Security  Interest  and  Guarantee.  The  Holder  has  been granted a
           ----------------------------------
security  interest  (i) in certain assets of the Company and its Subsidiaries as
more  fully  described  in  the  Master  Security Agreement dated as of the date
hereof  and (ii) in the equity interests of the Companies' Subsidiaries pursuant
to  the  Stock  Pledge Agreement dated as of the date hereof. The obligations of
the  Company  under  this  Note  are  guaranteed  by certain Subsidiaries of the
Company pursuant to the Subsidiary Guaranty dated as of the date hereof.

     5.12  Construction.  Each  party  acknowledges  that  its  legal  counsel
           ------------
participated in the preparation of this Note 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 Note to favor any party
against the other.

     5.13  Registered  Obligation.  This  Note  is  intended  to be a registered
           ----------------------
obligation  within  the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)
and  the  Company  (or  its agent) shall register the Note (and thereafter shall
maintain  such  registration)  as  to  both  principal  and any stated interest.
Notwithstanding  any  document, instrument or agreement relating to this Note to
the  contrary,  transfer of this Note (or the right to any payments of principal
or  stated  interest  thereunder)  may only be effected by (i) surrender of this
Note  and either the reissuance by the Company of this Note to the new holder or
the  issuance  by  the  Company  of  a new instrument to the new holder, or (ii)
transfer  through  a book entry system maintained by the Company (or its agent),
within the meaning of Treasury Regulation Section 1.871-14(c)(1)(i)(B).

     5.14  Amendment  and  Restatement.  This  Note  amends  and restates in its
           ---------------------------
entirety  (and is given in substitution for but not in satisfaction of) (a) that
certain  $15,000,000  Secured  Convertible  Term  Note dated as of June 30, 2005
executed  by  the  Company  in favor of the Holder (the "PRIOR NOTE"). This Note
does  not  effect  a  refinancing  of  all  or  any  portion  of the Obligations
heretofore  evidenced  by  the Prior Note, it being the intention of the Company
and the Holder to avoid effectuating a novation of such Obligations.

       [Balance of page intentionally left blank; signature page follows]


<PAGE>

     IN  WITNESS  WHEREOF,  the  Company  has  caused  this Amended and Restated
Secured  Convertible Term Note to be signed in its name effective as of June 30,
2005.


                                                NEW CENTURY ENERGY CORP.

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

<PAGE>

                                    EXHIBIT A
                                    ---------

                              NOTICE OF CONVERSION
                              --------------------

        (To be executed by the Holder in order to convert all or part of
              the Secured Convertible Term Note into Common Stock)

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

     The  undersigned hereby converts $         of the principal due on [specify
                                       ---------
applicable  Repayment  Date]  under the Amended and Restated Secured Convertible
Term  Note  effective  as  of  June  30, 2005 (the "NOTE") issued by New Century
Energy  Corp.  (the  "COMPANY")  by  delivery  of  shares of Common Stock of the
Company ("SHARES") on and subject to the conditions set forth in the Note.

1.     Date  of  Conversion
                           -----------------------

2.     Shares  To  Be  Delivered:
                                 -----------------------

                                           [HOLDER]


                                           By:
                                              ---------------------------

                                           Name:
                                                -------------------------

                                           Title:
                                                 ------------------------

<PAGE>