Exhibit 10.1



                           SECOND AMENDMENT AGREEMENT

     THIS  SECOND  AMENDMENT  AGREEMENT (this "Amendment") is entered into as of
December  14,  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"); (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;
and  (c)  an Amendment Agreement ("First Amendment") entered into as of November
4,  2005,  which amended certain provisions of the Registration Rights Agreement
(as defined below).

     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, the
June  2005  SPA  and the September 2005 SPA and 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 4 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  January  31,  2006  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.  Amendments  to  the  June  2005  SPA.  Subject  to  satisfaction of the
         ------------------------------------
conditions  precedent set forth in Section 4 below, the following section 6.4 of
the  June  2005  SPA,  dealing  with  covenants of NCEC is hereby amended in its
entirety to provide as follows:

          6.4  Reporting  Requirements.  The  Company  shall  timely  file  with
               -----------------------
               the SEC all reports required to be filed pursuant to the Exchange

<PAGE>

               Act  (other  than  those  reports specifically excluded from this
               timely  filing  requirement,  which  are  described under Section
               6.4(a)  below)  and  refrain  from  terminating  its status as an
               issuer  required  by  the Exchange Act to file reports thereunder
               even  if  the Exchange Act or the rules or regulations thereunder
               would permit such termination.

               (a)  The  following  reports  are  excluded  from  the  timely
                    filing requirement of Section 6.4 above:

                    (i)  The  Company's  Quarterly  Report  on  Form  10-QSB for
                         the  quarter  ended  September 30, 2005 (the "Quarterly
                         Report");

                    (ii) The   Company's  Report   on  Form  8-K  regarding  the
                         Company's   default  of  the  June  2005  SPA  and  the
                         September  2005  SPA,  in  each  case,  based  upon the
                         Company's   failure   to  file  the   Quarterly  Report
                         referenced in the preceding clause (i), and the default
                         occurring   prior   to  the   date   hereof  under  the
                         Registration  Rights  Agreement  as  a  result  of  the
                         Company's   failure  to  obtain  effectiveness  of  its
                         Registration   Statement   by   the   then   applicable
                         Effectiveness  Date  as  defined  in  the  Registration
                         Rights Agreement; and

                    (iii) The    Company's    Amended   Reports   on   Form  8-K
                         relating  to  its  September  2005  and  November  2005
                         acquisitions  in  the  Lindholm-Hanson  Gas Unit, which
                         were  required to be filed by the Company in connection
                         with the filing of its audited financial statements and
                         pro forma information regarding such acquisitions.

     3.  Amendments  to  the  September 2005 SPA. Subject to satisfaction of the
         ---------------------------------------
conditions  precedent set forth in Section 4 below, the following section 6.4 of
the September 2005 SPA is hereby amended in its entirety to provide as follows:

          6.4  Reporting  Requirements.  The  Company  shall  timely  file  with
               -----------------------
               the SEC reports required to be filed pursuant to the Exchange Act
               (other  than those reports specifically excluded from this timely
               filing  requirement,  which  are  described  under Section 6.4(a)
               below)  and  refrain  from  terminating  its  status as an issuer
               required  by  the Exchange Act to file reports thereunder even if
               the  Exchange  Act  or  the rules or regulations thereunder would
               permit such termination.

<PAGE>

               (a)  The  following  reports  are  excluded  from  the  timely
                    filing requirement of Section 6.4 above:

                    (i)  The  Company's  Quarterly  Report  on  Form  10-QSB for
                         the  quarter  ended  September 30, 2005 (the "Quarterly
                         Report");

                    (ii) The  Company's   Report  on  Form  8-K   regarding  the
                         Company's   default  of  the  June  2005  SPA  and  the
                         September  2005  SPA,  in  each  case,  based  upon the
                         Company's   failure   to   file  the  Quarterly  Report
                         referenced in the preceding clause (i), and the default
                         occurring   prior   to  the   date  hereof   under  the
                         Registration  Rights  Agreement  as  a  result  of  the
                         Company's   failure  to  obtain  effectiveness  of  its
                         Registration   Statement   by   the   then   applicable
                         Effectiveness  Date  as  defined  in  the  Registration
                         Rights Agreement; and

                    (iii) The   Company's    Amended    Reports   on   Form  8-K
                         relating  to  its  September  2005  and  November  2005
                         acquisitions  in  the  Lindholm-Hanson  Gas Unit, which
                         were  required to be filed by the Company in connection
                         with the filing of its audited financial statements and
                         pro forma information regarding such acquisitions.

     4.  Conditions of Effectiveness. This Amendment shall become effective upon
         ---------------------------
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.

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

     (a)  This  Amendment,  the  Purchase  Agreements  and  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

<PAGE>

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).

     6. 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.

     7.  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.

     8.  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.

     9.  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.

<PAGE>












                          [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: /s/ Eugene Grin
                                   ---------------------------

                                   Name: Eugene Grin

                                   Title: Director

                                CONSENTED AND AGREED TO:

                                CENTURY RESOURCES, INC.

                                By: /s/ Edward R. DeStefano
                                   --------------------------

                                   Name: Edward R. DeStefano

                                   Title: President

<PAGE>