1st Ammendment to Energy Capital Solutions Warrant


    
      

    

    Exhibit 10.67

     

    
 

    FIRST
      AMENDMENT TO 

    COMMON
      STOCK PURCHASE WARRANT

    


    This
      First Amendment to Common Stock Warrant (the “Agreement”)
      is
      made and entered into as of March 29, 2007 (the “Effective
      Date”),
      by
      and between New
      Century Energy Corp.,
      a
      Colorado corporation (“New
      Century”)
      and
Energy
      Capital Solutions, LP
      (“ECS”),
      each
      individually a “Party”
and
      collectively the “Parties.”

    


    W I T N E S S E T H:

    


    WHEREAS,
      New
      Century previously granted ECS a Common Stock Purchase Warrant to purchase
      up to
      900,000 shares of New Century’s common stock at an exercise price of $0.80 per
      share on or about June 30, 2005 (the “Warrant”),
      in
      connection with ECS serving as a finder in connection with New Century’s entry
      into a Securities Purchase Agreement with Laurus Master Fund, Ltd.
      (“Laurus”)
      on or
      about June 30, 2005;

    


    WHEREAS,
      the New
      Century originally agreed to register the shares of common stock which the
      Warrant was exercisable for (the “Underlying
      Shares”)
      on the
      same registration statement as Laurus’ shares of common stock were registered
      (the “Registration
      Statement”);
      however, due to recent Securities and Exchange Commission (the “Commission”)
      interpretations of Rule 415(a)(1), which limited the number of shares New
      Century could register, the Underlying Shares were left off of New Century’s
      Registration Statement;

    


    WHEREAS,
      the
      Parties now desire to amend the terms of the Warrant to extend the original
      expiration date of the Warrant from June 30, 2008 (the “Expiration
      Date”),
      to
      June 30, 2009.

     

    NOW,
      THEREFORE,
      in
      consideration for the promises and pledges contained below and other good and
      valuable consideration, which consideration the Parties acknowledge receipt
      of,
      and the premises and the mutual covenants, agreements, and considerations herein
      contained, the Parties hereto agree as follows:

    


    
      	 	
              1.

            	
              Extension
                of the Expiration
                Date.

            


    

    


    In
      consideration for ECS agreeing that the Underlying Shares did not have to be
      registered on the Registration Statement, New Century agrees to extend the
      Expiration Date of the Warrant from June 30, 2008, to June 30, 2009 (the
“Amendment”).

    


    
      	 	 	
              The
                Parties agree that in connection with the Amendment, all references
                in the
                Warrant to the original June 30, 2008 Expiration Date are hereby
                amended
                to and replaced by June 30, 2009.

            


    

    


    
      	 	
              2.

            	
              Registration
                of the Underlying
                Shares.

            


    

    


    
      	 	
              New
                Century agrees to use its best efforts to register the Underlying
                Shares
                on any subsequent registration statements, on which such Underlying
                Shares
                are eligible to be registered, which New Century may file with the
                Commission in the future, prior to the expiration date of the Warrants
                as
                amended by this Agreement. 

            


    

     

    
 

    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    3.             
      Miscellaneous.

    


    
      	 	 	
              (a)

            	
              Assignment.
                All of the terms, provisions and conditions of this Agreement shall
                be
                binding upon and shall inure to the benefit of and be enforceable
                by the
                Parties hereto and their respective successors and permitted assigns.
                

            


    

    


    
      	 	
                              (b)

            	
              Applicable
                Law.
                This Agreement shall be construed in accordance with and governed
                by the
                laws of the State of Texas, excluding any provision of this Agreement
                which would require the use of the laws of any other
                jurisdiction.

            


    

    


    
      	 	 	
              (c)

            	
              Entire
                Agreement, Amendments and Waivers.
                This Agreement constitutes the entire agreement of the Parties hereto
                and
                expressly supersedes all prior and contemporaneous understandings
                and
                commitments, whether written or oral, with respect to the subject
                matter
                hereof. No variations, modifications, changes or extensions of this
                Agreement or any other terms hereof shall be binding upon any Party
                hereto
                unless set forth in a document duly executed by such Party or an
                authorized agent or such Party. 

            


    

    


    
      	 	 	
              (d)
                

            	
              Waiver.
                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.

            


    

    


    
      	 	 	
              (e)

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

            


    

    


    
      	 	 	
              (f)

            	
              Effect
                of Facsimile and Photocopied Signatures.
                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.

            


    

    


    


    


    [Remainder
      of page left intentionally blank. Signature page follows.]

     


    
      
         

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


      This
      Agreement has been executed by the Parties on the date first written above,
      with
      an Effective Date as provided above.

    


    


    New
      Century Energy Corp.

    


    


    /s/
      Edward R. DeStefano

    Edward
      R. DeStefano

    Chief
      Executive Officer

    


    


    


    


    


    Energy
      Capital Solutions, LP

    


    


    By:/s/
      J. Russell Weinberg  

     

    Its:Managing
      Director

     

    Printed
      Name:     

     

    J.
      Russell Weinberg