FIRST AMENDMENT TO THE
                            NOTE, WARRANT AND OPTION

     THIS  FIRST AMENDMENT TO THE NOTE, WARRANT AND OPTION (this "Amendment") is
entered  into  on  July  25,  2005  to be  effective as of June 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 Securities Purchase Agreement dated as of
June  30,  2005  (as  amended, restated, supplemented or otherwise modified from
time  to  time, the "Purchase Agreement") pursuant to which, among other things,
Laurus  purchased from NCEC, and NCEC sold to Laurus, a Secured Convertible Term
Note  in  the original principal amount of Fifteen Million Dollars ($15,000,000)
(as amended, restated, supplemented or otherwise modified from time to time, the
"Note").

     NCEC  issued  to  Laurus (a) a Common Stock Purchase Warrant dated June 30,
2005  (as amended, modified or supplemented from time to time, the "Warrant") to
purchase up to 7,258,065 shares of NCEC's Common Stock (subject to adjustment as
set  forth  therein) in connection with the Laurus' purchase of the Note and (b)
an Option dated June 30, 2005 (as amended, modified or supplemented from time to
time, the "Option" together with the Note and the Warrant, each a "Security" and
collectively,  the  "Securities")  to purchase up to 10,222,784 shares of NCEC's
Common  Stock  (subject  to  adjustment as set forth therein) in connection with
Laurus' purchase of the Note;

     The  parties  wish  to  amend  the  Securities  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.  Definitions.  All  capitalized terms not otherwise defined herein shall
         -----------
have the meanings given to them in the Purchase Agreement.

     2.  Amendment  to Note. Subject to satisfaction of the conditions precedent
         ------------------
set  forth  in  Section  5  below, Section 3.2 of the Note is hereby amended and
restated in its entirety to provide as follow:

               "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 Parent. 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."

<PAGE>

     3.  Amendment  to  the  Warrant.  Subject to satisfaction of the conditions
         ---------------------------
precedent  set  forth  in  Section  5 below, Section 10 of the Warrant is hereby
amended and restated in its entirety to provide as follows:

               "10.  Maximum Exercise. Notwithstanding anything contained herein
                     ----------------
          to  the  contrary,  the  Holder shall not be entitled to exercise this
          Warrant 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."

     4.  Amendment  to  the  Option.  Subject  to satisfaction of the conditions
         --------------------------
precedent set forth in Section 5 below, the Option is hereby amended as follows:

          (a)  The  first paragraph of the Option is hereby amended and restated
     in its entirety to provide as follows:

               "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 10,222,784 fully
          paid  and  nonassessable  shares  of  Common  Stock  (as  hereinafter
          defined),  $0.001  par  value  per  share,  at  the Exercise Price (as
          defined  below).  The  number  and  character of such shares of Common
          Stock are subject to adjustment as provided herein."

          (b)  The  definition  of  Exercise  Price in the Option is amended and
     restated in its entirety to provide as follows:

                    "(c) "Exercise Price" means $.001 per share."

<PAGE>

          (c)  Section  1.1  of the Option is hereby amended and restated in its
     entirety to provide as follows:

               "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 sell
          any  shares  of the Common Stock delivered to the Holder upon exercise
          of 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."

          (d)  Section  10  of  the Option is hereby amended and restated in its
     entirety to provide as follows:

               "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."

          (e) Exhibit A to the Option is replaced in its entirety with Exhibit A
              ---------
     attached hereto.

     5.  Conditions of Effectiveness. This Amendment shall become effective upon
         ---------------------------
receipt  by  Laurus  of  a  copy  of  this  Amendment  duly executed by NCEC and
consented  and  agreed  to  by  the  guarantor,  Century  Resources, Inc. ("CRI"
together with NCEC, each a "Company" and collectively, "Companies").

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

<PAGE>

          (a)  This  Amendment and the Securities, as amended hereby, constitute
     legal,  valid  and  binding obligations of NCEC and are enforceable against
     NCEC in accordance with their respective terms.

          (b)  Upon  the  effectiveness of this Amendment, NCEC hereby reaffirms
     all  covenants,  representations  and  warranties  made  in  the  Purchase
     Agreement and the Securities, 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
     after giving effect to this Amendment.

          (d) No Company has any defense, counterclaim or offset with respect to
     the  Purchase  Agreement,  the Securities or any other Related Agreement to
     which it is a party.

     7.  Effect on the Securities.
         --------------------------

          (a)  Upon  the  effectiveness  of  Sections  2,  3  and 4 hereof, each
     reference  in  the Securities, the Purchase Agreement and any other Related
     Agreement  to  "Note," "Warrant," "Option," "hereunder," "hereof," "herein"
     or  words of like import shall mean and be a reference to such Security, as
     amended hereby.

          (b) Except as specifically amended herein, each Security, the Purchase
     Agreement  and  the other Related Agreements 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  the Securities, the Purchase
     Agreement  or  any  other  Related  Agreement  or  any  other  documents,
     instruments  or agreements executed and/or delivered under or in connection
     therewith.

     8.  Governing  Law.  This  Amendment shall be binding upon and inure to the
         --------------
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.

     9.  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.

     10.  Counterparts; Facsimile. This Amendment may be executed by the parties
          -----------------------
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 First Amendment to the Note, Warrant and Option
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: /s/ Eugene Grin
                                   --------------------------
                                   Name:
                                   Title:

                                 CONSENTED AND AGREED TO:

                                 CENTURY RESOURCES, INC.

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

<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-1),  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:
                                                --------------------------------

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

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