EXHIBIT 10.15



THIS  WARRANT  AND  THE  SHARES  OF  COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT  HAVE  NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR  ANY  STATE SECURITIES LAWS.  THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON
EXERCISE  OF  THIS  WARRANT  MAY  NOT  BE  SOLD,  OFFERED  FOR  SALE, PLEDGED OR
HYPOTHECATED  IN  THE  ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS
WARRANT 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 900,000 Shares of Common Stock of
                            New Century Energy Corp.
                   (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No.                                                  Issue Date:   June 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,
ENERGY CAPITAL SOLUTIONS, LP 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 Warrant and at any  time  or  from time to time
before 5:00 p.m., Houston  time,  through  the  close  of business June 30, 2008
(the "Expiration  Date"), up to 900,000 fully paid and  nonassessable  shares of
Common  Stock  (as hereinafter defined),  $0.001 par  value per  share,  at  the
applicable Exercise Price per share (as defined below). The number and character
of such shares  of  Common Stock and the applicable Exercise Price per share 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 a price of $0.80 per share of Common
          Stock.

               (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  Warrant  at any time shall be
          entitled  to  receive,  or shall have received, on the exercise of the
          Warrant,  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.

<PAGE>

     1. Exercise of Warrant.
       ---------------------

          1.1  Number  of Shares Issuable upon Exercise. From and after the date
               ----------------------------------------
     hereof  through  and  including  the  Expiration  Date, the Holder shall be
     entitled  to receive, upon exercise of this Warrant 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.

          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.

               (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 Warrant are outstanding at
          the Determination Date.

          1.3  Company  Acknowledgment.  The  Company  will,  at the time of the
               -----------------------
     exercise of this Warrant, 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 Warrant. 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.

<PAGE>

          1.4  Trustee  for  Warrant  Holders. In the event that a bank or trust
               ------------------------------
     company  shall  have  been  appointed  as  trustee  for the Holders of this
     Warrant  pursuant  to Subsection 3.2, such bank or trust company shall have
     all the powers and duties of a warrant 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
     Warrant 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
     Warrant  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 Warrant
     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 Warrant 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.

          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
     applicable  aggregate  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 Warrant) 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.; Adjustment of Exercise Price.
        -------------------------------------------------------------

          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
     Warrant,  immediately  prior  thereto,  all  subject  to further adjustment
     thereafter as provided in Section 4

<PAGE>

          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 (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 Warrant 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 Warrant 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  Warrant  as provided in Section 4. In the event this Warrant 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.

     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, then, in each such event, the Exercise Price shall,
simultaneously  with the happening of such event, be adjusted by multiplying the
then Exercise Price by a fraction, the numerator of which shall be the number of
shares  of  Common  Stock  outstanding  immediately  prior to such event and the
denominator  of  which shall be the number of shares of Common Stock outstanding
immediately  after  such  event, and the product so obtained shall thereafter be
the  Exercise Price then in effect. The Exercise Price, as so adjusted, shall be
readjusted  in  the  same  manner  upon the happening of any successive event or
events  described herein in this Section 4. 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  adjusted  to  a  number  determined by
multiplying  the  number of shares of Common Stock that would otherwise (but for
the  provisions of this Section 4) be issuable on such exercise by a fraction of
which  (a) the numerator is the Exercise Price that would otherwise (but for the
provisions  of  this  Section  4)  be  in effect, and (b) the denominator is the
Exercise  Price  in effect on the date of such exercise (taking into account the
provisions of this Section 4).

     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  Warrant,  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 Warrant and prepare a

<PAGE>

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 Exercise Price
and  the  number  of shares of Common Stock to be received upon exercise of this
Warrant,  in  effect immediately prior to such adjustment or readjustment and as
adjusted  or  readjusted as provided in this Warrant. The Company will forthwith
mail  a copy of each such certificate to the Holder and any Warrant agent of the
Company (appointed pursuant to Section 11 hereof).

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

     7.  Assignment;  Exchange of Warrant. Subject to compliance with applicable
         --------------------------------
securities  laws,  this  Warrant,  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 Warrant, 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
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
Warrant  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 Warrant so surrendered by the
Transferor.

     8.  Replacement  of Warrant. On receipt of evidence reasonably satisfactory
         -----------------------
to  the  Company  of  the loss, theft, destruction or mutilation of this Warrant
and,  in  the  case  of  any such loss, theft or destruction of this Warrant, 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 Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9.  Registration Rights. The Company agrees that if, at any time during the
         -------------------
three  year  period,  beginning  on the date first written above, it proposes to
file  a  registration  statement  with  respect  to  any  class  of  equity  or
equity-related  security  (other  than  in  connection  with  an offering to the
Company's  employees  or  in  connection  with an acquisition, merger or similar
transaction)  under  the  Securities  Act  of  1933 in a primary registration on
behalf of the Company and/or in a secondary registration on behalf of holders of
such  securities  and  the  registration  form  to  be  used  may  be  used  for
registration  of  the  shares,  the  Company  will give prompt written notice to
Holder  of  its  intention  to  file  a registration statement and will offer to
include  in  such registration statement, such number of the shares with respect
to  which the Company has received written requests for inclusion therein within
Twenty  (20) days after the giving of notice by the Company. This Section is not
applicable  to a registration statement filed by the Company on Forms S-4 or S-8
or any successor forms.

<PAGE>

     10.  Warrant Agent. The Company may, by written notice to the Holder of the
          -------------
Warrant,  appoint  an  agent  for  the purpose of issuing Common Stock (or Other
Securities)  on  the  exercise of this Warrant pursuant to Section 1, exchanging
this  Warrant  pursuant  to  Section  7,  and replacing this Warrant 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.

     11.  Transfer  on the Company's Books. Until this Warrant 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.

     12.  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.

     13. Miscellaneous. This Warrant 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  WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS  OF  STATE  OF TEXAS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. ANY
ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE
BROUGHT  ONLY  IN  THE STATE COURTS OF TEXAS OR IN THE FEDERAL COURTS LOCATED IN
THE  STATE OF TEXAS; PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS
PROVISION  AND  BRING  AN  ACTION  OUTSIDE  THE  STATE OF TEXAS. The individuals
executing  this  Warrant  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  Warrant  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 Warrant.
The  headings  in this Warrant 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 Warrant 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
Warrant  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 Warrant as of the date
first written above.

                                     NEW CENTURY ENERGY CORP.
                                     ------------------------


                                     /s/ Edward R. DeStefano
                                     -------------------------
                                     Edward R. DeStefano
                                     President

                                     ENERGY CAPITAL SOLUTIONS, LP
                                     ----------------------------

                                     By:  /s/ Keith Behrens
                                     -------------------------
                                     Its: Managing Director
                                     -------------------------
                                     Printed Name:  Keith Behrens
                                     -----------------------------





<PAGE>

                                    EXHIBIT A
                              FORM OF SUBSCRIPTION
                   (To Be Signed Only On Exercise Of Warrant)

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
Warrant  (No.   ), hereby irrevocably elects to purchase           shares of the
            ----                                       ------------
Common Stock covered by such Warrant.

     The  undersigned herewith makes payment of the full Exercise Price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$         .  Such payment takes the form of $             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 Warrant 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
                                   Warrant)

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

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

<PAGE>

                                    EXHIBIT B
                         FORM OF TRANSFEROR ENDORSEMENT
                   (To Be Signed Only On Transfer Of Warrant)

     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  Warrant  to  purchase the percentage and number of
shares of Common Stock of New Century Energy Corp. into which the within Warrant
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.

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

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

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

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

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


Dated:
      -----------------             --------------------------------------------
                                   (Signature  must  conform  to  name  of
                                   holder  as  specified  on  the  face  of  the
                                   Warrant)

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

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

                                   SIGNED IN THE PRESENCE OF:

                                   ---------------------------------------------
                                                       (Name)
ACCEPTED AND AGREED:
[TRANSFEREE]

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

<PAGE>