FOURTH AMENDMENT AGREEMENT

 Exhibit 10.14

                           FOURTH AMENDMENT AGREEMENT

     THIS  FOURTH  AMENDMENT  AGREEMENT (this "Amendment") is entered into as of
May  2,  2006,  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 provided NCEC with certain financial accommodations;
and  (c) 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).

     In  connection  with  the  (a)  June  2005  SPA,  NCEC  executed  a Secured
Convertible  Term  Note  dated  as  of  June  30, 2005 in favor of Laurus in the
original  principal amount of $15,000,000 (as amended, restated, supplemented or
otherwise  modified  from  time  to  time)  and (b) the September 2005 SPA, NCEC
executed  a  Secured Term Note dated as of September 19, 2005 in favor of Laurus
in  the  original  principal  amount  of  $9,500,000  (as  amended,  restated,
supplemented  or  otherwise  modified  from  time  to  time).

     In  April 2006, NCEC's wholly owned subsidiary, Gulf Coast Oil Corporation,
a  Delaware  corporation  ("Gulf  Coast"),  entered  into  a Securities Purchase
Agreement  with Laurus (the "Gulf Coast Securities Purchase Agreement"), whereby
Gulf  Coast  sold  a  $40,000,000  Secured  Term Note to Laurus (the "Gulf Coast
Note")  and  a  Common  Stock  Purchase  Warrant (the "Gulf Coast Warrant"), and
entered  into  various  other  Related  Agreements, as defined in the Gulf Coast
Securities  Purchase  Agreement  (the  "Gulf  Coast  Related  Agreements"). NCEC
guaranteed  all of Gulf Coasts obligations and liabilities to Laurus pursuant to
a  Guaranty  (as amended, restated, supplemented or otherwise modified from time
to  time,  the  "NCEC  Guaranty").

     NCEC  and  Laurus have agreed to amend the Registration Rights Agreement on
the  terms  and  conditions  hereafter  set  forth.

     NOW,  THEREFORE, in consideration of the parties' entry into the Gulf Coast
Purchase  Agreement,  the  Gulf  Coast  Related Agreements, the sale of the Gulf
Coast  Note and the Gulf Coast Warrant, and NCEC's entry into the NCEC Guaranty,
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. The following defined terms
        -------------------------------------------
set  forth  in Section 1 of the Registration Rights Agreement are hereby amended
in  their  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
     August  15,  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.

          "Filing Date" means, with respect to (i) the indebtedness evidenced by
     the  Note, a date no later than thirty (30) days following the date hereof,
     (ii)  the  shares  of Common Stock issuable upon exercise of the Warrant, a
     date no later than thirty (30) days after the date hereof, (iii) the shares
     of  Common Stock issuable upon exercise of the June Option, a date no later
     than  thirty  (30)  days  after  the date hereof, (iv) the shares of Common
     Stock  issuable  upon exercise of the December Option, a date no later than
     June 15, 2006, and (v) the shares of Common Stock issuable to the Holder as
     a  result  of  adjustments  to  the Fixed Conversion Price made pursuant to
     Section 3.6 of the Note, Section 4 of the Warrant, Section 4 of the Options
     or  otherwise,  thirty  (30) days after the occurrence of such event or the
     date  of  the  adjustment  of  the  Fixed  Conversion  Price.

     2. Representations and Warranties. NCEC and Century Resources, Inc. (each a
        ------------------------------
"Company"  and  collectively  the  "Companies")  hereby represent and warrant as
follows:

          (a)  This  Amendment,  the  Purchase  Agreements  and the 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, each Company hereby
     reaffirms  all  covenants,  representations  and  warranties  made  in each
     Purchase  Agreement,  the Related Agreements (as therein defined), the Gulf
     Coast  Related  Agreements  and  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).

     3.  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 the Gulf Coast Related Agreements 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  Gulf  Coast  Related Agreements or any other
     documents,  instruments or agreements executed and/or delivered under or in
     connection  therewith.

     4.  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.

     5.  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.

     6.  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.

                           [Signature Pages to Follow]

     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

 

Basic Info X:

Name: FOURTH AMENDMENT AGREEMENT
Type: Fourth Amendment Agreement
Date: May 3, 2006
Company: New Century Energy Corp.
State: Colorado

Other info: