Exhibit 10.17



                               AMENDMENT AGREEMENT

     THIS  AMENDMENT AGREEMENT (this "Amendment") is entered into as of November
4, 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, 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 has requested that Laurus amend the Registration Rights Agreement, and
Laurus is 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 2 below, the following defined
term  set  forth  in  Section  1  of the Registration Rights Agreement is hereby
amended in its entirety to provide as follows:

               "Effectiveness  Date"  means  (i)  with  respect  to  the initial
          Registration Statement required to be filed hereunder, a date no later
          than  December  12,  2005  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.

     2.  Conditions of Effectiveness. This Amendment shall become effective upon
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satisfaction  of  the following conditions precedent: Laurus shall have received
(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"), and (ii) all
such  other  certificates,  instruments,  documents,  agreements and opinions of
counsel  as  may be required by Laurus or its counsel, each of which shall be in
form and substance satisfactory to Laurus and its counsel.

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     3.  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.

          (b)  Upon  the  effectiveness of this Amendment, NCEC hereby reaffirms
     all  covenants,  representations  and  warranties  made  in  each  Purchase
     Agreement  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).

     4. Effect on the Registration Rights Agreement.
        -------------------------------------------

          (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.

     5.  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.

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

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     7.  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]

<PAGE>

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

                                           LAURUS MASTER FUND, LTD.
                                           By:
                                              -------------------------
                                              Name:
                                              Title:

                                           CONSENTED AND AGREED TO:

                                           CENTURY RESOURCES, INC.
                                           By:/s/ Edward R. DeStefano
                                              -------------------------
                                              Name: Edward R. DeStefano
                                              Title: President

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