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                                                                    Exhibit 10.4

                            NEW CENTURY ENERGY CORP.
                           5851 SAN FELIPE, SUITE 775
                              HOUSTON, TEXAS 77057
                     OFFICE 713-266-4344 -- FAX 713-266-4358




                                  October 6, 2006


 Via Facsimile (250)558-3846

 Mr. Sheridan Westgarde
 Aquatic Cellulose International Corporation
 Suite #5, 2504 43rd St.
 Vernon, British Columbia VlT 6Ll

        Re:     Agreement Regarding the Purchase and Sale of Aquatic's Interest
                in the Prado Field

 Dear Mr. Westgarde:

        This purpose of this agreement is to confirm and state the agreement
between New Century Energy Corp. ("New Century"), Century Resources ,Inc.
("Century Resources,) and Aquatic Cellulose International Corporation
("Aquatic") with respect to purchase the and sale of all of Aquatic's interests
in the Prado Field, as defined in the attached Assignment.

        1.      Aquatic shall, on or before October 10, 2006,transfer and convey
                all of its right, title and interest in and to the Prado Field
                to New Century by executing and returning the Assignment
                attached hereto as Exhibit A.

        2.      Upon receipt of an executed copy of the Assignment, and
                conditioned upon Aquatic not having previously transferred,
                mortgaged or otherwise encumbered the interest in the Prado
                Field which it is assigning to Century Resources, New Century
                shall, within two business days:

                (a)     pay Aquatic the sum of $300,000.00 (USD) by wire
                        transfer to the following account:

                          Aquatic Cellulose International Corporation
                          Wells Fargo Bank
                          200 Virginia St.
                          Reno, Nevada 89501
                          Routing Number: xxxxxxxxx
                          Account Number: xxxxxxxxxxx

                          ; and
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                (b)     execute and forward by express delivery a copy of
                        Exhibit "B" in order to evidence the reduction in the
                        entitlement to shares by New Century.

        3. Each party acknowledges that it is entering into this agreement of
its own choosing and that no one has exercised any undue duress, coercion or
influence upon it. Further, each party acknowledges that this instrument is the
product of free choice and that it has conducted a substantial independent
investigation into the underlying facts and circumstances and that it, and its
counsel, are satisfied with such investigation. Each Party acknowledges that he
or it has hired independent attorneys, professionals and experts to advise them
in this matter and that they are not relying upon any representation of any
other party in choosing to enter into this agreement.

        4. This agreement shall be governed by the laws of the State of Texas.

        In order to confirm Aquatic's agreement to these terms, please execute
below where indicated.

                                                    NEW CENTURY ENERGY CORP. and
                                                    CENTURY RESOURCES, INC.



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


AGREED:

AQUATIC CELLULOSE INTERNATIONAL CORPORATION

By /s/ Sheridan B. Westgarde

Name:  Mr. Sheridan Westgarde
Title: President