Funds Disbursement Letter between New Century Energy Corp., Laurus Master Fund, Ltd., and Loeb & Loeb LLP (December 2006)

Summary

This letter provides instructions for the disbursement of $16,210,000 held in escrow by Loeb & Loeb LLP on behalf of New Century Energy Corp. and Laurus Master Fund, Ltd. The funds are to be distributed to various parties, including New Century Energy Corp., Laurus Master Fund, Ltd., Laurus Capital Management, and Loeb & Loeb LLP, for purposes such as loan repayment, management fees, and escrow agent fees. The instructions are issued under a Funds Escrow Agreement and specify the exact amounts and accounts for each payment.

EX-10.8 9 ex10-8.txt FUNDS DISBURSEMENT LETTER - DECEMBER 2006 Exhibit 10.8 NEW CENTURY ENERGY CORP. Joint Instructions ------------------ DECEMBER 29, 2006 Scott Giordano, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 RE: NEW CENTURY ENERGY - ESCROW RELEASE GROSS ESCROW DEPOSIT: $16,210,000.00 Dear Mr. Giordano: These instructions are given to you pursuant to a Funds Escrow Agreement among the Company, Laurus Master Fund, Ltd., and Loeb & Loeb LLP as Escrow Agent. Subject to the terms set forth below, you are instructed to disburse $16,210,000.00 of the investor's funds received by you to and on the Company's behalf as follows: 1. $ 1,000,000.00 to NEW CENTURY ENERGY CORP. pursuant to the following wire instructions: BANK NAME: JPMORGAN CHASE BANK 712 MAIN STREET HOUSTON, TEXAS 77002 ABA BANK ROUTING #: XXXXXXXXX NEW CENTURY ENERGY CORP. ACCOUNT # : XXX XXXX XXX XX ACCOUNT NAME: NEW CENTURY ENERGY CORP. 5851 SAN FELIPE SUITE 775 HOUSTON, TX. 77057 2. $10,000,000.00 to LAURUS MASTER FUND, LTD account : (for repayment of GULF COAST OIL CORPORATION Amended and Secured $5,000,000 Note executed on June 30, 2006, and the balance applied against the Amended and Restated $40,000,000 Secured Term Note executed on April 28, 2006) pursuant to the following wire instructions: BANK : NORTH FORK BANK NEW YORK, NY 10022 ABA NO: XXXXXXXXX ACCT. NO.: XXXXXXXXXX FOR CREDIT TO: LAURUS MASTER FUND, LTD 3. $ 4,967,000.00 to NEW CENTURY ENERGY CORP. - RESTRICTED ACCOUNT ,pursuant to the following wire instructions: BANK: NORTH FORK BANK NEW YORK, NY 10022 ABA NO: XXXXXXXXX ACCT. NO.: XXXXXXXXXX FOR CREDIT TO: NEW CENTURY ENERGY CORP (RESTRICTED ACCOUNT) 4. $ 210,000.00 to LAURUS CAPITAL MANAGEMENT, L.L.C. (for management fees), pursuant to the following wire instructions: TO BE HELD IN ESCROW 5. $3,000.00 to LOEB & LOEB LLP (for escrow agent fee) pursuant to the following wire instructions: BANK: CITIBANK, N.A. ABA NO: XXXXXXXXX ACCT. NO.: XXXXXXXX REFERENCE: NEW CENTURY ENERGY CORP. ESCROW FEE 6. $30,000.00 to LAURUS CAPITAL MANAGEMENT, LLC (for payment in full of all due diligence and documentation fees owed by the Company) pursuant to the following wire instructions: TO BE HELD IN ESCROW Very truly yours, NEW CENTURY ENERGY CORP. By: /s/ Edward R. DeStefano --------------------------- Edward R. DeStefano President