ex10-9.htm

Exhibit
    10.9
    NEW
      CENTURY ENERGY CORP.

    


    SECOND
      AMENDED EXECUTIVE EMPLOYMENT AGREEMENT

    


    THIS
      SECOND AMENDED EXECUTIVE
      EMPLOYMENT AGREEMENT (this "Agreement") is made between New Century Energy
      Corp., a Colorado corporation (the “Company"), and Edward R. DeStefano
      (“Executive”) (collectively sometimes referred to as the “Parties” and
      individually sometimes referred to as “Each Party”). Unless otherwise indicated,
      all references to Sections are to Sections in this Agreement.  This
      Agreement is executed as of December 3, 2007, to be effective as of the
“Effective Date” set forth in Section 14 below.

    


    W
      I T N E S S E T H:

    


    WHEREAS,
      the Company and Executive have previously entered into a three year Executive
      Employment Agreement, effective September 1, 2005 (the “2005
      Agreement”);

    


    WHEREAS,
      the Company
      and Executive have previously entered into a three year Amended Executive
      Employment Agreement, effective June 1, 2006, which amended and replaced the
      terms of the 2005 Agreement (the “2006 Agreement”);

    


    WHEREAS,
      the Company and Executive now desire to amend and replace the terms and
      conditions of the 2006 Agreement, with the terms and conditions of this
      Agreement, and this Agreement shall replace and supersede the terms and
      conditions of the 2006 Agreement from the Effective Date of this Agreement
      as
      written below; and

    


    WHEREAS,
      the Company desires to obtain the services of Executive, and Executive desires
      to be employed by the Company upon the terms and conditions hereinafter set
      forth;

    


    NOW,
      THEREFORE, in
      consideration of the premises, the agreements herein contained and other good
      and valuable consideration, receipt of which is hereby acknowledged, the parties
      hereto agree as of the date hereof as follows:

    


    1.
      Employment. The Company hereby
      agrees to employ Executive, and Executive hereby agrees to serve the Company,
      as
      its Chief Executive Officer and President (“Employment”) for a period of three
      (3) calendar years beginning on January 1, 2008 and ending on December 31,
      2010,
      which Employment shall be renewable for successive one (1) year terms at 110%
      of
      the Yearly Salary then in effect (as defined under Section 3(a)), unless either
      the Company or Executive provide notice of their intent to terminate this
      Agreement prior to thirty (30) days before the date this Agreement is to
      terminate, or such notice is waived by the other party.

    


    2.
      Scope of Employment.

    


    (a)
      During the Employment, Executive
      will serve as Chief Executive Officer and President. In that connection,
      Executive will (i) devote his full-time, attention, and energies to the business
      of the Company and will diligently and to the best of his ability perform all
      duties incident to his employment hereunder; (ii) use his best efforts to
      promote the interests and goodwill of the Company; and (iii) perform such other
      duties commensurate with his office as the Board of Directors of the Company
      may
      from time-to-time assign to him.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b)
      Section 2(a) shall not be construed
      as preventing Executive from (i) serving on corporate, civic or charitable
      boards or committees, or (ii) making investments in other businesses or
      enterprises; provided that in no event shall any such service, business activity
      or investment require the provision of substantial services by Executive to
      the
      operations or the affairs of such businesses or enterprises such that the
      provision thereof would interfere in any respect with the performance of
      Executive's duties hereunder; and subject to Section 6.

    


    3.
      Compensation and Benefits During
      Employment. During the Employment, the Company shall provide compensation to
      Executive as follows.

    


    (a)
      Executive shall receive a different
“Yearly Salary” depending on the year which Executive is employed under this
      Agreement, including:

    


    
      	
               

            	
              (i)

               

              
                (ii)

                 

                
                  (iii)

                

              

            	
              a
                Yearly Salary of $425,000 for the twelve month period beginning January
                1,
                2008 and ending December 31, 2008;

               

              
                a
                  Yearly Salary of $475,000 for the twelve month period beginning
                  on January
                  1, 2009 and ending on December 31, 2009; and

                 

                
                  a
                    Yearly Salary of $475,000 for the twelve month period beginning
                    on January
                    1, 2010 and ending on December 31,
                    2010.

                

              

            


    

    


    (b)  Executive
      shall be
      entitled to a one-time bonus in the amount of $20,000 payable within ten (10)
      days of Executive’s entry into this Agreement in consideration for Executive’s
      help and guidance in connection with the Company’s wholly-owned subsidiary, Gulf
      Coast Oil Corporation closing $7,100,000 in financing for the drilling of up
      to
      fourteen wells on its properties and the Company’s closing the $5,300,000 in
      financing for the drilling of up to six wells and reworking two other existing
      wells on its properties, which occurred in November 2007.

    


    (c)  
In
      addition to
      Executive’s Yearly Salary, Executive may be granted bonus payments of cash or
      shares of the Company’s common stock from time to time at the discretion of the
      Company’s Board of Directors.

    


    (d) 
The
      Company shall reimburse
      Executive for business expenses incurred by Executive in connection with the
      Employment in accordance with the Company’s then-current policies.

    


    (e)  The
      Company hereby agrees to give Executive a car allowance of $750.00 per month
      to
      be spent on obtaining and maintaining transportation for Executive.

    


    (f)  
      Executive will be entitled to participate in any health insurance or other
      employee benefit plan which the Company may adopt in the future.

    


    (g)  Executive
      will be entitled to twenty (20) days of paid time off (PTO) per year. PTO days
      shall begin on the 1st of January for each successive year. Unused PTO days
      shall roll-over into the next year. Other than the use of PTO days for illness
      or personal emergencies, PTO days must be pre-approved by the
      Company.


    
      
        
        

      

      
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    (h) 
      Executive will be entitled to participate in any incentive program or
      discretionary bonus program of the Company which may be implemented in the
      future by the Board of Directors.

    


    (i)   Executive
      will be entitled to participate in any stock option plan of the Company which
      may be approved in the future by the Board of Directors.

    


    (j)   Executive
      may be granted, at the sole discretion of the Company’s Board of Directors, an
      overriding royalty interest in any new wells drilled by the Company for
      successful completion of new projects and as a further incentive to develop
      the
      Company’s reserve base.  The overriding royalty interest shall be one
      half of one percent (.0050 decimal interest or 500% of 8/8ths) of any such
      wells, and may not exceed this amount.

    


    Any
      act, or failure to act, based upon
      authority given pursuant to a resolution duly adopted by the Board or based
      upon
      the advice of counsel for the Company shall be conclusively presumed to be
      done,
      or omitted to be done, by Executive in good faith and in the best interests
      of
      the Company and thus shall not be deemed grounds for Termination for
      Cause.

    


    4.
      Confidential
      Information.

    


    (a)
      Executive acknowledges that the law
      provides the Company with protection for its trade secrets and confidential
      information.  Executive will not disclose, directly or indirectly, any
      of the Company’s confidential business information or confidential technical
      information to anyone without authorization from the Company’s
      management.  Executive will not use any of the Company’s confidential
      business information or confidential technical information in any way, either
      during or after the Employment with the Company, except as required in the
      course of the Employment.

    


    (b)
      Executive will strictly adhere to
      any obligations that may be owed to former employers insofar as Executive’s use
      or disclosure of their confidential information is concerned.

    


    (c)  Information
      will not be
      deemed part of the confidential information restricted by this Section 4 if
      Executive can show that:   (i) the information was in Executive’s
      possession or within Executive’s knowledge before the Company disclosed it to
      Executive; (ii) the information was or became generally known to those who
      could
      take economic advantage of it;  (iii) Executive obtained the
      information from a party having the right to disclose it to Executive without
      violation of any obligation to the Company, or (iv) Executive is required to
      disclose the information pursuant to legal process (e.g., a subpoena), provided
      that Executive notifies the Company immediately upon receiving or becoming
      aware
      of the legal process in question. No combination of information will be deemed
      to be within any of the four exceptions in the previous sentence, however,
      whether or not the component parts of the combination are within one or more
      exceptions, unless the combination itself and its economic value and principles
      of operation are themselves within such an exception or exceptions.

    


    (d)
      All originals and all copies of any
      drawings, blueprints, manuals, reports, computer programs or data, notebooks,
      notes, photographs, and all other recorded, written, or printed matter relating
      to research, manufacturing operations, or business of the Company made or
      received by Executive during the Employment are the property of the
      Company.  Upon Termination of the Employment, whether or not for
      Cause, Executive will immediately deliver to the Company all property of the
      Company which may still be in Executive’s possession.  Executive will
      not remove or assist in removing such property from the Company’s premises under
      any circumstances, either during the Employment or after Termination thereof,
      except as authorized by the Company’s management.

     

    (e)
      For a period of one (1) year after
      the date of Termination of the Employment, Executive will not, either directly
      or indirectly, hire or employ or offer or participate in offering employment
      to
      any person who at the time of such Termination or at any time during such one
      year period following the time of such Termination was an employee of the
      Company without the prior written consent of the Company.

    


    
      
        
        

      

      
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    5.  Ownership
      of Intellectual
      Property.

    


    (a)
      The Company will be the sole owner
      of any and all of Executive’s Trade Secrets all of which enable the Company to
      compete successfully in its business. As an express condition of this Agreement,
      Executive covenants and agrees: to treat all such matters relating to the
      Company’s business, including all geological, geophysical, engineering, and land
      data relating to Company properties and any of the Company’s business
      operations, methods, procedures, or activities as trade secrets and confidential
      information entrusted to Executive, solely for use in his capacity as an
      employee under the terms of this Agreement, and Executive will not divulge
      such
      information in any way to persons outside of the Company or utilize such
      information other than in his capacity as an employee under the terms of this
      Agreement during or after the expiration or termination of this Agreement for
      any reason whatsoever.

    


    (b)
      For purposes of this Agreement,
“Trade Secret” means all inventions, discoveries, prospects and improvements
      (including, without limitation, any information relating to manufacturing
      techniques, processes, formulas, developments or experimental work, work in
      progress, or business trade secrets), along with any and all other work product
      relating thereto.

    


    (c)
      A Trade Secret is “related to the
      Company’s business” (“Company-Related Trade Secret”) if it is made, conceived,
      or reduced to practice by Executive (in whole or in part, either alone or
      jointly with others, whether or not during regular working hours), whether
      or
      not potentially patentable or copyrightable in the U.S. or elsewhere, and it
      either: (i) involves equipment, supplies, facilities, or trade secret
      information of the Company; (ii) involves the time for which Executive was
      or is
      to be compensated by the Company; (iii) relates to the business of the Company
      or to its actual or demonstrably anticipated research and development; or (iv)
      results, in whole or in part, from work performed by Executive for the
      Company.

    


    (d)
      Executive will promptly disclose to
      the Company, or its nominee(s), without additional compensation, all
      Company-Related Trade Secrets.

    


    (e)
      Executive will assist the Company,
      at the Company’s expense, in protecting any intellectual property rights that
      may be available anywhere in the world for such Company-Related Trade Secrets,
      including signing U.S. or foreign patent applications, oaths or declarations
      relating to such patent applications, and similar documents.

    


    (f)
      To the extent that any
      Company-Related Trade Secret is eligible under applicable law to be deemed
      a
“work made for hire,” or otherwise to be owned automatically by the Company, it
      will be deemed as such, without additional compensation to
      Executive.   In some jurisdictions, Executive may have a right,
      title, or interest (“Right,” including without limitation all right, title, and
      interest arising under patent law, copyright law, trade-secret law, or
      otherwise, anywhere in the world, including the right to sue for present or
      past
      infringement) in certain Company-Related Trade Secrets that cannot be
      automatically owned by the Company.  In that case, if applicable law
      permits Executive to
      assign
      Executive’s Right(s) in future Company-Related Trade Secrets at this time, then
      Executive hereby assigns any and all such Right(s) to the Company, without
      additional compensation to Executive; if not, then Executive agrees to assign
      any and all such Right(s) in any such future Company-Related Trade Secrets
      to
      the Company or its nominee(s) upon request, without additional compensation
      to
      Executive.


    
      
        
        

      

      
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    6.  Non-competition.  As
      a
      condition to, and in consideration of, the Company’s entering into this
      Agreement, and giving Executive access to certain confidential and proprietary
      information, which Executive recognizes is valuable to the Company and,
      therefore, its protection and maintenance constitutes a legitimate interest
      to
      be protected by the provisions of this Section 6 as applied to Executive and
      other employees similarly situated to Executive, and for ten dollars ($10)
      and
      other good and valuable consideration, the receipt and sufficiency of which
      Executive hereby acknowledges, Executive acknowledges and hereby agrees as
      follows:

    


    (a)
      that Executive is and will be
      engaged in the business of the Company;

    


    (b)
      that Executive has occupied a
      position of trust and confidence with the Company prior to the Effective Date,
      and that during the period of Executive’s Employment under this Agreement,
      Executive has, and will, become familiar with the Company’s trade secrets and
      with other proprietary and confidential information concerning the
      Company;

    


    (c)
      that the obligations of this
      Agreement are directly related to the Employment and are necessary to protect
      the Company’s legitimate business interests; and that the Company’s need for the
      covenants set forth in this Agreement is based on the following:  (i)
      the substantial time, money and effort expended and to be expended by the
      Company in developing oil and gas investment, acquisition, exploration and
      drilling opportunities and similar confidential information; (ii) the fact
      that
      Executive will be personally entrusted with the Company’s confidential and
      proprietary information; (iii) the fact that, after having access to the
      Company’s data and other confidential information, Executive could become a
      competitor of the Company; and (iv) the highly competitive nature of the
      Company’s industry, including the premium that competitors of the Company place
      on acquiring proprietary and competitive information; and

    


    (d)
      that for a period commencing on the
      Effective Date and ending twelve (12) months following Termination as provided
      in Section 11, Executive will not, directly or indirectly, serve as employee,
      agent, consultant, stockholder, director, co-partner or in any other individual
      or representative capacity, own, operate, manage, control, engage in, invest
      in
      or participate in any manner in, act as consultant or advisor to, render
      services for (alone or in association with any person, firm, corporation or
      entity), or otherwise assist any person or entity that directly or indirectly
      engages or proposes to engage in (i)  competing with the Company on
      exploration or development of any oil and gas leases within one (1) mile of
      any
      seismic line acquired, purchased or shot for the Company or (ii) within one
      (1)
      mile of any oil and gas property owned and operated by the Company (iii)
      Executive further agrees that he will not engage or cause or assist any third
      party to engage in the exploration, leasing, development, or marketing of any
      Prospects or leasehold interests within one (1) mile of any Company owned or
      operated properties; provided, however

    


    (e)
      that nothing contained herein shall
      be construed to prevent Executive from investing in the stock or securities
      of
      any competing corporation listed on any recognized national securities exchange
      or traded in the over the counter market in the United States, but only if
      (i)
      such investment is of a totally passive nature and does not involve Executive
      devoting time to the management
      or operations of such corporation and Executive is not otherwise involved in
      the
      business of such corporation; and if (ii) Executive and his associates (as
      such
      term is defined in Regulation 14(A) promulgated under the Securities Exchange
      Act of 1934, as in effect on the Effective Date), collectively, do not own,
      directly or indirectly, more than an aggregate of two percent (2%) of the
      outstanding stock or securities of such corporation.


    
      
        
        

      

      
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    7.
      Legal Fees and
      Expenses.  In the event of a lawsuit, arbitration, or other
      dispute-resolution proceeding between the Company and Executive arising out
      of
      or relating to this Agreement, the prevailing party, in the proceeding as a
      whole and/or in any interim or ancillary proceedings (e.g., opposed motions,
      including without limitation motions for preliminary or temporary injunctive
      relief) will be entitled to recover its reasonable attorneys’ fees and expenses
      unless the court or other forum determines that such a recovery would not serve
      the interests of justice.

    


    8.  Successors.

    


    (a)
      This Agreement shall inure to the
      benefit of and be binding upon (i) the Company and its successors and assigns;
      (ii) Executive and Executive’s heirs and legal representatives, except that
      Executive’s duties and responsibilities under this Agreement are of a personal
      nature and will not be assignable or delegable in whole or in part; and (iii)
      Executive Parties as provided in Section 10.

    


    (b)
      The Company will require any
      successor (whether direct or indirect, by purchase, merger, consolidation,
      Acquisition, acquisition of the controlling interest of the Company’s common
      stock or otherwise) to all or substantially all of the business and/or assets
      of
      the Company to assume expressly and agree to perform this Agreement in the
      same
      manner and to the same extent that the Company would be required to perform
      it
      if no such succession had taken place. As used in this Agreement, "the Company"
      shall mean the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid which assumes and agrees to perform this Agreement
      by
      operation of law, or otherwise.

    


    9.  Arbitration.

    


    (a)
      Except as set forth in paragraph
      (b) of this Section 9 or to the extent prohibited by applicable law, any
      dispute, controversy or claim arising out of or relating to this Agreement
      will
      be submitted to binding arbitration before a single arbitrator in accordance
      with the National Rules for the Resolution of Employment Disputes of the
      American Arbitration Association in effect on the date of the demand for
      arbitration. If a dispute should arise under this Agreement, either party may,
      within sixty (60) days after the dispute arises, make a demand for arbitration
      by sending a demand in writing to the other.  The question(s) to be
      decided by the arbitrators shall be stated in writing in the written request
      for
      arbitration and the jurisdiction of the arbitrators shall be limited to a
      decision of the question so stated in writing.

    


    The
      parties may agree upon one
      arbitrator, but in the event they cannot do so within fifteen days, there shall
      be three arbitrators, one named in writing by each of the parties within thirty
      days after the demand for arbitration is made, and a third to be chosen by
      the
      two so named within the following fifteen days.  There shall be no
      communication between any party and an arbitrator other than at oral hearings
      or
      in documents that are currently provided to the parties by certified mail or,
      if
      the documents are presented during the hearing, by hand delivery.

    


    Arbitration
      shall take place before the
      arbitrator, who will preferably but not necessarily
      be a lawyer but who shall have at least fifteen (15) years’ experience in
      working in or with oil and gas exploration and production
      companies.  The arbitration may proceed in the absence of any party
      that, after due notice, fails to be present.  An award shall not be
      made solely on the default of a party.  The arbitrators shall require
      the party who is present to submit such evidence as the arbitrators may require
      for the making of an award.


    
      
        
        

      

      
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    Unless
      otherwise agreed by the parties,
      the arbitration shall take place in Houston, Texas where Executive’s principal
      office space is located at the time of the dispute or was located at the time
      of
      Termination of the Employment (if applicable).  The arbitrator is
      hereby directed to take all reasonable measures not inconsistent with the
      interests of justice to expedite, and minimize the cost of, the arbitration
      proceedings.  The award shall be made promptly and, unless otherwise
      agreed by all the parties, no later than thirty days from the date of closing
      of
      the arbitration hearing.  If there is only one arbitrator, his
      decision shall be binding and conclusive on the parties.  If there are
      three arbitrators, the decision of any two shall be binding and
      conclusive

    


    (b)
      To protect inventions, trade
      secrets, or other confidential information of Section 4, and/or to enforce
      the
      non-competition provisions of Section 6, the Company may seek temporary,
      preliminary, and/or permanent injunctive relief in a court of competent
      jurisdiction, in each case, without waiving its right to
      arbitration.

    


    (c)
      At the request of either party, the
      arbitrator may take any interim measures s/she deems necessary with respect
      to
      the subject matter of the dispute, including measures for the preservation
      of
      confidentiality set forth in this Agreement.

    


    (d)
      Judgment upon the award rendered by
      the arbitrator may be entered in any court having jurisdiction.

    


    
      	
               

            	
              10.

            	
              Indemnification.

            


    

    


    (a)  The
      Company agrees to
      indemnify and hold harmless Executive, his nominees and/or assigns (a reference
      in this Section 10 to Executive also includes a reference to Executive’s
      nominees and/or assigns) against any and all losses, claims, damages,
      obligations, penalties, judgments, awards, liabilities, costs, expenses and
      disbursements (incurred in any and all actions, suits, proceedings and
      investigations in respect thereof and any and all legal and other costs,
      expenses and disbursements in giving testimony or furnishing documents in
      response to a subpoena or otherwise), including without limitation, the costs,
      expenses and disbursements, as and when incurred, of investigating, preparing
      or
      defending any such action, suit, proceeding or investigation that is in any
      way
      related to the Executive’s employment with the Company (whether or not in
      connection with any action in which the Executive is a party). Such
      indemnification does not apply to acts performed by Executive, which are
      criminal in nature or a violation of law. The Company also agrees that Executive
      shall not have any liability (whether direct or indirect, in contract or tort,
      or otherwise) to the Company, for, or in connection with, the engagement of
      the
      Executive under the Agreement, except to the extent that any such liability
      resulted primarily and directly from Executive’s gross negligence and willful
      misconduct.

    


    (b)  These
      indemnification
      provisions shall be in addition to any liability which the Company may otherwise
      have to Executive or the persons indemnified below in this sentence and shall
      extend to the following: the Executive, his affiliated entities, partners,
      employees, legal counsel, agents, and controlling persons (within the meaning
      of
      the federal securities laws), and the officers, directors,
      employees, legal counsel, agents, and controlling persons of any of them
      (collectively, the “the Executive Parties”).


    
      
        
        

      

      
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    (c)  If
      any action, suit,
      proceeding or investigation is commenced, as to which any of the Executive
      parties propose indemnification under the Agreement, they shall notify the
      Company with reasonable promptness; provided however, that any failure to so
      notify the Company shall not relieve the Company from its obligations hereunder.
      The Executive Parties shall have the right to retain counsel of their own choice
      (which shall be reasonably acceptable by the Company) to represent them, and
      the
      Company shall pay fees, expenses and disbursements of such counsel; and such
      counsel shall, to the extent consistent with its professional responsibilities,
      cooperate with the Company and any counsel designated by the Company. The
      Company shall be liable for any settlement of any claim against the Executive
      Parties made with the Company’s written consent, which consent shall not be
      unreasonably withheld. The Company shall not, without the prior written consent
      of the party seeking indemnification, which shall not be reasonably withheld,
      settle or compromise any claim, or permit a default or consent to the entry
      of
      any judgment in respect thereof, unless such settlement, compromise or consent
      includes, as an unconditional term thereof, the giving by the claimant to the
      party seeking indemnification of an unconditional release from all liability
      in
      respect of such claim.

    


    (d)  The
      indemnification
      provided by this Section 10 shall not be deemed exclusive of, or to preclude,
      any other rights to which those seeking indemnification may at any time be
      entitled under the Company's Articles of Incorporation, Bylaws, any law,
      agreement or vote of shareholders or disinterested Directors, or otherwise,
      or
      under any policy or policies of insurance purchased and maintained by the
      Company on behalf of Executive, both as to action in his Employment and as
      to
      action in any other capacity.

    


    (e)  Executive
      shall be
      entitled to reasonable expenses (including court costs and attorneys' fees)
      incurred by Executive, if Executive serves as a witness or is threatened to
      be
      made a named defendant or respondent in a threatened, pending or completed
      action, suit or proceeding, whether civil, criminal, administrative, arbitrative
      or investigative, any appeal in such an action, suit or proceeding, and any
      inquiry or investigation that could lead to such an action, suit or proceeding
      (each a “Proceeding”), shall be paid by the Company at reasonable intervals in
      advance of the final disposition of such Proceeding after receipt by the Company
      of:

    


    
      	
               

            	
              (i)

            	
              a
                written affirmation by Executive of his good faith belief that he
                has met
                the standard of conduct necessary for indemnification by the Company;
                and

            


    

    


    
      	
               

            	
              (ii)

            	
              a
                written undertaking by or on behalf of the Executive to repay the
                amount
                paid or reimbursed by the Company if it shall ultimately be determined
                that he is not entitled to be indemnified by the Company.  Such
                written undertaking shall be an unlimited obligation of the Executive
                but
                need not be secured and it may be accepted without reference to financial
                ability to make repayment.

            


    

    


    Notwithstanding
      any other provision of
      this Section 10, the Company may pay or reimburse expenses incurred by Executive
      in connection with his appearance as a witness or other participation in a
      Proceeding at a time when he is not named a defendant or respondent in the
      Proceeding.

    


    (f)
      Neither Termination nor completion
      of the Employment shall effect these indemnification
      provisions which shall then remain operative and in full force and
      effect.


    
      
        
        

      

      
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              11.

            	
              Termination

            


    

    


    This
      Agreement and the employment
      relationship created hereby will terminate (i) upon the disability or death
      of
      Executive under Section 11 (a) or 11(b); (ii) with cause under Section 11 (c);
      (iii) for good reason under Section 11 (d); or (iv) without cause under Section
      11(e).

    


    
      	
               

            	
              (a)

            	
              Disability.  The
                Company shall have the right to terminate the employment of Executive
                under this Agreement for disability in the event Executive suffers
                an
                injury, illness, or incapacity of such character as to prevent him
                from
                performing his duties without reasonable accommodation by Executive
                hereunder for a period of more than thirty (30) consecutive days
                upon
                Company giving at least thirty (30) days written notice of
                termination.

            


    

    


    
      	
               

            	
              (b)

            	
              Death.
                This Agreement will terminate on the Death of the
                Executive.

            


    

    


    
      	
               

            	
              (c)

            	
              With
                Cause.  The Company may terminate this Agreement at any
                time because of, (i) the conviction of Executive of an act or acts
                constituting a felony or other crime involving moral turpitude, dishonesty
                or theft or fraud; or (ii) Executive’s gross negligence in the performance
                of his duties hereunder.

            


    

    


    
      	
               

            	
              (d)

            	
              Good
                Reason.  The Executive may terminate his employment for
                “Good Reason” by giving Company ten (10) days written notice
                if:

            


    

    


    
      	
               

            	
              (i)

            	
              he
                is assigned, without his express written consent, any duties materially
                inconsistent with his positions, duties, responsibilities, or status
                with
                Company as of the date hereof, or a change in his reporting
                responsibilities or titles as in effect as of the date
                hereof;

            


    

    


    (ii)           his
      compensation is reduced; or

    


    
      	
               

            	
              (iii)

            	
              The
                Company does not pay any material amount of compensation due hereunder
                and
                then fails either to pay such amount within the ten (10) day notice
                period
                required for termination hereunder or to contest in good faith such
                notice.  Further, if such contest is not resolved within thirty
                (30) days, the Company shall submit such dispute to arbitration under
                Section 9.

            


    

    


    
      	
               

            	
              (e)

            	
              Without
                Cause.  Company may terminate
                this Agreement without cause.

            


    

    


    Any
      act, or failure to act, based upon
      authority given pursuant to a resolution duly adopted by the Company’s Board of
      Directors or based upon the advice of counsel for the Company shall be
      conclusively presumed to be done, or omitted to be done, by Executive in good
      faith and in the best interests of the Company and thus shall not be deemed
      grounds for Termination for Cause under Section 10(c) above.

    


    12.  Obligations
      of Company Upon Termination.


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    


    (a)     In
      the event of the termination of Executive’s employment pursuant to Section 11
      (a), Executive will be entitled to a one time lump sum payment equal to 50%
      of
      the full Yearly Salary then in effect (for example, if Executive is terminated
      under Section 12(b) in the third year covered by this Agreement (during the
      period from January 1, 2010 to December 31, 2010), Executive shall be entitled
      to a one time lump sum payment of $237,500), in addition to all payments of
      salary earned through the date of termination, which shall be immediately due
      and payable (plus life insurance or disability benefits), which payment shall
      be
      payable to Executive within thirty (30) days of the Company’s written notice of
      termination to be provided to Executive under Section 11(a), above.

    


    (b)     In
      the
      event of the termination of Executive’s employment pursuant to Section 11 (b) or
      (c), Executive will be entitled only to the compensation earned by him hereunder
      as of the date of such termination (plus life insurance or disability
      benefits).

    


    (c)     In
      the event of the termination of Executive’s employment pursuant to Section 11
      (d) or (e), Executive will be entitled to receive as severance pay, a one time
      lump sum payment equal to 150% of the full Yearly Salary then in effect (for
      example, if Executive is terminated under Section 12(b) in the third year
      covered by this Agreement (during the period from January 1, 2010 to December
      31, 2010), Executive shall be entitled to a one time lump sum payment of
      $712,500), in addition to all payments of salary earned through the date of
      termination, which shall be immediately due and payable.  Provided
      however that any payment of severance under this Section 12(b) is contingent
      upon execution of a Settlement Agreement and Mutual Release releasing the
      Company from any and all obligations under this Agreement.

    


    (d)    
      In the event of termination of Executive’s employment, the indemnification
      provisions of Section 10. Indemnification, shall survive the termination of
      the
      Executive in respect to ongoing obligations of the Company to pay legal and
      other costs in any action, suit, proceeding or investigation in accordance
      with
      Section 10.

    


    13.  Other
      Provisions.

    


    (a)
      All notices and statements with
      respect to this Agreement must be in writing.  Notices to the Company
      shall be delivered to the Chairman of the Board or any vice president of the
      Company, if any.  Notices to Executive may be delivered to Executive
      in person or sent to Executive’s then-current mailing address as indicated in
      the Company’s records.

    


    (b)
      This Agreement sets forth the
      entire agreement of the parties concerning the subjects covered herein; there
      are no promises, understandings, representations, or warranties of any kind
      concerning those subjects except as expressly set forth in this
      Agreement.

    


    (c)
      Any modification of this Agreement
      must be in writing and signed by all parties; any attempt to modify this
      Agreement, orally or in writing, not executed by all parties will be
      void.

    


    (d)
      If any provision of this Agreement,
      or its application to anyone or under any circumstances, is adjudicated to
      be
      invalid or unenforceable in any jurisdiction, such invalidity or
      unenforceability will not affect any other provision or application of this
      Agreement which can be given effect without the invalid or unenforceable
      provision or application and will not invalidate or render unenforceable such
      provision or application in any other jurisdiction.


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    


    (e)
      This Agreement will be governed and
      interpreted under the laws of the United States of America and the laws of
      the
      State of Texas as applied to contracts made and carried out in Texas by
      residents of Texas.

    


    (f)
      No failure on the part of any party
      to enforce any provisions of this Agreement will act as a waiver of the right
      to
      enforce that provision.

    


    (g)
      Section headings are for convenience only and shall not define or limit the
      provisions of this Agreement.

    


    (h)
      This Agreement may be executed in
      several counterparts, each of which is an original.  It shall not be
      necessary in making proof of this Agreement or any counterpart hereof to produce
      or account for any of the other counterparts.  A copy of this
      Agreement signed by one party and faxed to another party shall be deemed to
      have
      been executed and delivered by the signing party as though an
      original.  A photocopy of this Agreement shall be effective as an
      original for all purposes.

    


    14.  Summary
      of Terms of
      Employment

    


    
      	
               

            	
              Effective
                Date

               

              Term
                & Commitment

               

              Office
                / Position

               

              Salary

            	
              January
                1, 2008

               

              Three
                Years, full-time, renewable

               

              Chief
                Executive Officer and President

               

              As
                described under Section 3(a) herein

            


    

    


     

    


     

    


     

    
 

    [Remainder
      of page left intentionally blank.  Signatures follow.]

     

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

     

     

    This
      Agreement contains provisions requiring binding arbitration of
      disputes.  By signing this Agreement, Executive acknowledges that he
      (i) has read and understood the entire Agreement; (ii) has received a copy
      of it
      (iii) has had the opportunity to ask questions and consult counsel or other
      advisors about its terms; and (iv) agrees to be bound by it.

    


    Executed
      the 3rd day of
      December 2007, to be effective as of the Effective Date.

    


    


    
      	
               

            	
              NEW
                CENTURY ENERGY CORP.:EXECUTIVE:

               

              /s/ Edward R. DeStefano

              Edward R.
                DeStefano

            


    

     

    By:
      /s/
      Edward R. DeStefano     

    Printed
      Name: Edward R.
      DeStefano                                                                                         

    Its:
      President


    



    
      
        
        

      

      
        -12-