ex10-4.htm

Exhibit
    10.4
    LAURUS
      MASTER FUND, LTD.

    c/o
      Laurus Capital Management, LLC

    335
      Madison Avenue, 10th Floor

    New
      York,
      New York 10017

    


    November
      30, 2007

    


    New
      Century Energy Corp.

    5851
      San
      Felipe, Suite 775

    Houston,
      TX 770

    Attention:  President

    


    Re:  Consent
      to Valens Securities Purchase Agreement and Granting of
      Liens

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to (a) the Securities Purchase Agreement dated as of June 30, 2005
      by
      and between New Century Energy Corp. (the “Company”) and Laurus Master
      Fund, Ltd. (“Laurus”) (as amended, restated, modified and/or supplemented
      from time to time, the “June 2005 Laurus SPA”or a “Laurus SPA”);
      (b) the Securities Purchase Agreement dated as of September 19, 2005 by and
      between the Company and Laurus (as amended, restated, modified and/or
      supplemented from time to time, the “September 2005 Laurus SPA” or a
“Laurus SPA”); and (c) the Securities Purchase Agreement dated as of
      December 28, 2006 by and between the Company and Laurus (as amended, restated,
      modified and/or supplemented from time to time, the “December 2006 Laurus
      SPA” or a “Laurus SPA,” and collectively with the June 2005 Laurus
      SPA and the September 2005 Laurus SPA, the “Laurus
      SPAs”).  Reference is further made to the fact that pursuant to
      one or more instruments of assignment, Laurus assigned a portion of its interest
      in the Laurus SPAs, the Related Agreements (as defined in the Laurus SPAs)
      and
      in the collateral security therefor to Valens U.S. SPV I, LLC (“Valens
      U.S.”), PSource Structured Debt Limited (“PSource”), Promethean
      Industries, Inc. (“Promethean”) and Valens Offshore SPV I, Ltd.
      (“Valens Offshore Ltd.,” and collectively with Valens U.S., PSource and
      Promethean, the “Laurus Assignees”).

     

    The
      Company has requested that Laurus and the Laurus Assignees consent to the
      Company (a) entering into (i) that certain Securities Purchase Agreement
      dated as of the date hereof (as amended, restated, modified and/or supplemented
      from time to time, the “Valens SPA”) with LV Administrative Services,
      Inc., as agent (“Agent”), Valens U.S. and Valens Offshore SPV II, Corp.
      (“Valens Offshore Corp.”), (ii) those certain Secured Term Notes each
      dated as of the date hereof, one in favor of Valens U.S., in the original
      principal amount of $2,300,000 and one in favor of Valens Offshore
      Corp.  in the original principal amount of $3,000,000 (as amended,
      restated, modified and/or supplemented from time to time, collectively, the
      “Valens Notes”) and (iii) the other Related Agreements (as defined in the
      Valens SPA, the “Valens Related Agreements,” and together with the Valens
      SPA and the Valens Notes, the “Valens Agreements”), and (b) the granting
      of liens on and security interests in the assets of the Company in favor the
      Agent, notwithstanding certain provisions in the Laurus SPAs and certain of
      the
      Related Agreements (as defined in the Laurus SPAs) prohibiting such indebtedness
      and liens,
      and Laurus and the Laurus Assignees have agreed to grant such consents (subject
      to the terms hereof) on the condition that the Company enter into this letter
      agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      consideration of the foregoing and other good and valuable consideration, the
      receipt and sufficiency of which are hereby acknowledged, the Company hereby
      agrees to, and acknowledges, the following:

     

    1.      The
      occurrence of an Event of Default under and as defined in the Valens Notes
      or
      under and as defined in any other Valens Agreement shall constitute an Event
      of
      Default under each Laurus SPA and each Related Agreement (as defined in each
      Laurus SPA).

     

    2.      As
      security for the due and punctual payment of the Obligations (as defined in
      each
      Laurus SPA and the Related Agreements), the Company hereby pledges,
      hypothecates, assigns, transfers, sets over and delivers Agent for the benefit
      of Laurus and each of the Laurus Assignees and grants to the Agent for the
      benefit of Laurus and each of the Laurus Assignees a security interest in all
      deposit accounts and Restricted Accounts (as such terms are defined in each
      Laurus SPA and the Related Agreement), now owned or hereafter acquired by
      it.

     

    3.      From
      and after the execution and delivery hereof by the parties hereto, this letter
      shall constitute a Related Agreement for all purposes of the Laurus SPAs and
      the
      Related Agreements (as defined in each Laurus SPA).

     

    Except
      as
      specifically set forth herein, the Laurus SPAs and the other Related Agreements
      (as defined in each Laurus SPA) (collectively, the “Laurus Agreements”)
      shall remain in full force and effect, and are hereby ratified and
      confirmed.  The execution, delivery and effectiveness of this letter
      agreement shall not operate as a waiver of any right, power or remedy of Laurus
      or the Laurus Assignees, nor constitute a waiver of any provision of any of
      the
      Laurus Agreements, except to the extent expressly provided for
      herein.  This letter agreement 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.


    
      
        

      

    

    
    

    
    


    


     

    This
      letter agreement 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 or electronic transmission shall
      be
      deemed to be an original signature hereto.

    


    Very
      truly yours,

     

    LAURUS
      MASTER FUND, LTD.

    
       

      
        	
                 

              	
                By:

              	
                LAURUS
                  CAPITAL MANAGEMENT, LLC, as Investment
                  Manager

              


      

       

    

                       
      By: /s/ Patrick Regan

               
      Name: Patrick Regan

               
      Title: Authorized Signatory

    


     

    VALENS
      U.S. SPV I, LLC

     

    
      	
               

            	
              By:

            	
              VALENS
                CAPITAL MANAGEMENT, LLC, its investment
                manager

            


    

     

    By:
      /s/
      Patrick
      Regan                 

    Name:
      Patrick Regan

    Title:  Authorized
      Signatory

     

    VALENS
      OFFSHORE SPV I, LTD.

     

    
      	
               

            	
              By:  VALENS
                CAPITAL MANAGEMENT, LLC, its investment
                manager

            


    

     

    By: /s/ Patrick
      Regan                                                             

    Name:
      Patrick Regan

    Title:  Authorized
      Signatory

     

    PSOURCE
      STRUCTURED DEBT LIMITED

     

    
      	
               

            	
              By:  LAURUS
                CAPITAL MANAGEMENT, LLC, its investment
                manager

            


    

     

    By: /s/
      Patrick
      Regan                                                            

    Name:
      Patrick Regan

    Title:  Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                                                                                                   
      PROMETHEAN INDUSTRIES, INC.

     

    
      	
               

            	
              By:  LAURUS
                CAPITAL MANAGEMENT, LLC, its investment
                manager

            


    

     

    By: /s/
      Patrick
      Regan                                                            

    Name:
      Patrick Regan

    Title:  Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    CONSENTED
      AND AGREED TO THIS 30TH DAY OF NOVEMBER, 2007:

    


    
      	 	
              NEW
                CENTURY ENERGY CORP.

               

               

              By:
                /s/ Edward R. DeStefano

              Name:
                Edward R. DeStefano

              Title:
                President and Chief Executive Officer

            
	 	 


    

     

    REAFFIRMATION

     

    The
      undersigned hereby acknowledges and consents to the terms and conditions of
      the
      foregoing letter agreement and confirms and agrees that each Laurus Agreement
      to
      which it is a party remains in full force and effect in accordance with its
      terms and is hereby reaffirmed and ratified by the undersigned, and the
      undersigned hereby confirms that the representations and warranties contained
      in
      each Laurus Agreement to which it is a party are (before and after giving effect
      to this letter agreement) true and correct.

    


    
      	
              GULF
                COAST OIL CORPORATION

               

               

              By:
                /s/ Edward R. DeStefano

              Name:
                Edward R. DeStefano

              Title:
                Presiden

            	
              CENTURY
                RESOURCES, INC.

               

               

              By:
                /s/ Edward R. DeStefano

              Name:
                Edward R. DeStefano

              Title:
                President