FUNDS ESCROW AGREEMENT



     This  Agreement  is  dated  as of the 19th day of September, 2005 among New

Century  Energy  Corp.,  a  Colorado  corporation (the "COMPANY"), Laurus Master

Fund, Ltd. (the "PURCHASER"), and Loeb & Loeb LLP (the "ESCROW AGENT"):



                              W I T N E S S E T H:

                              - - - - - - - - - -



     WHEREAS,  Purchaser  has  advised  Escrow  Agent  that  the Company and the

Purchaser  have  entered  into  a  Securities  Purchase  Agreement  ("PURCHASE

AGREEMENT") for the sale by the Company to the Purchaser of a note ("NOTE"); and



     WHEREAS, the Company and the Purchaser wish the Purchaser to deliver to the

Escrow  Agent  copies  of  the Documents (as hereafter defined) and the Escrowed

Payment  (as  hereafter  defined)  to  be  held  and released by Escrow Agent in

accordance with the terms and conditions of this Agreement; and



     WHEREAS,  the  Escrow Agent is willing to serve as escrow agent pursuant to

the terms and conditions of this Agreement;



     NOW THEREFORE, the parties agree as follows:



                                    ARTICLE I



                                 INTERPRETATION



     1.1.  Definitions.  Whenever  used  in  this Agreement, the following terms

           ----------

shall have the meanings set forth below.



          (a)  "Agreement"  means  this  Agreement,  as  amended,  modified  and

     supplemented  from  time  to  time  by  written agreement among the parties

     hereto.



          (b)  "Closing  Payment" means the closing payment to be paid to Laurus

     Capital  Management,  L.L.C.,  the fund manager, as set forth on Schedule A

     hereto.



          (c) "Documents" means copies of the Purchase Agreement and the Note.



          (d) "Escrowed Payment" means $9,500,000.



     1.2.  Entire  Agreement.  This  Agreement  constitutes the entire agreement

           ----------------

among  the  parties  hereto  with  respect  to  the matters contained herein and

supersedes all prior agreements, understandings, negotiations and discussions of

the  parties,  whether oral or written. There are no warranties, representations

and  other  agreements made by the parties in connection with the subject matter

hereof except as specifically set forth in this Agreement.



     1.3.  Extended  Meanings.  In  this  Agreement words importing the singular

           ------------------

number  include  the plural and vice versa; words importing the masculine gender

include  the  feminine  and  neuter  genders.  The  word  "person"  includes  an

individual,  body  corporate,  partnership,  trustee  or trust or unincorporated

association, executor, administrator or legal representative.



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     1.4.  Waivers  and  Amendments.  This  Agreement  may be amended, modified,

           ------------------------

superseded,  cancelled, renewed or extended, and the terms and conditions hereof

may  be  waived, in each case only by a written instrument signed by all parties

hereto,  or, in the case of a waiver, by the party waiving compliance. Except as

expressly  stated  herein,  no  delay on the part of any party in exercising any

right, power or privilege hereunder shall operate as a waiver thereof, nor shall

any  waiver  on the part of any party of any right, power or privilege hereunder

preclude  any  other  or  future exercise of any other right, power or privilege

hereunder.



     1.5.  Headings.  The  division  of  this Agreement into articles, sections,

           -------

subsections  and paragraphs and the insertion of headings are for convenience of

reference  only  and shall not affect the construction or interpretation of this

Agreement.

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