EXHIBIT 10.6


PETROGEN LOGO APPEARS HERE
PETROGEN


                       FARM- IN AND ACQUISITION AGREEMENT


TO:    CORONADO OIL COMPANY, located at 1550 Denver Club Building, 518 17th
       Street, Denver, Colorado 80202, ("Coronado")

FROM:  PETROGEN,  INC., located at Greenway Plaza, 3200 Southwest Freeway,
       Suite 3300, Houston, Texas 77027 ("Petrogen")

DATE:  December 31st, 2002

RE:    Farm-in and Acquisition of a 100% Working Interest (the "WI") and a 77.6%
       Net Revenue Interest (the "NRI"), of the Enos Creek Field Project
       comprised of the following:

            Township 46 North, Range 100 West, 6th P.M.
            Section 23: SE/4
            Section 25: NE/4, W/2SE/4
            Section 35: SE/4NE/4, Hot Springs County, Wyoming, (the "Land")

       Otherwise  referred to as the Federal Oil & Gas Lease #  WYW-351O2,  (the
       "Lease"),  which  includes the Brown  Government #1, #2 and #3 well-bores
       (the "Well-bores").

       The  Land,  the  Lease  and the  Well-bores  are  hereafter  collectively
       referred to as the "Property".



A. REPRESENTATIONS AND WARRANTIES

1.   The  Assignor  represents  that It Is in  control  of 100% of the legal and
     beneficial   ownership   OF  me  Project  and  that  there  are  no  liens,
     encumbrances,  third party rights OR options,  or any other  imposition  on
     title or ownership or use of the same or the fruits thereof of the Property
     except as may be  imposed  by laws of general  application.  The  /Assignor
     represents  that it is the owner of (he  lands,  assets  or  rights  listed
     hereto  in  Schedule  "A' (and  such is a full and  complete  list  without
     exception)  and is the 100% legal and  beneficial  owner  thereof  and that
     there are no debts, liens, encumbranches, third party rights or options, or
     any other  imposition on Hie Property (except 35 listed in Schedule "A" and
     such is a full and complete  list without  exception)  or to its use of the
     fruits  thereof or to any of its assets except as may be Imposed by laws of
     general) application,

B. FARM-IN AND ALIGNMENT OF THE PROPERTY

1.   Petrogen  shall have the right upon its best efforts in good faith and in a
     prudent and diligent manner to commence Operations to perform the necessary
     work  to  attempt  to put any  formerly  producing  PAY  zones  within  the
     vveH-borea  back into the condition of production  and/or put any potential
     behind-pipe  hydrocarbon  pay zones within the Well-bores  into  production
     ((he "Recomplete*, "Recompletion*, or "Recompletions").

2.   Coronado shall receive 60% of the revenues derived from production from the
     Well-bores,  net only of  royalties  including  but not  limited to Federal
     royalties  (12.5%),  royalty  interests  of  record  as of the date of this
     Agreement (5%); and the Overriding  Royalty (the "ORRI") reserved herein to
     Coronado  (5%),  to  an  aggregate   amount  of  $75,000  (the  "Production
     Payment").  Petrogen reserves the right, but not the obligation,  to pay in
     advance any amount of the balance  outstanding  of and upon the  Production
     Payment at any time.


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3.   At such time as  Coronado  has  received  the  entirety  of the  Production
     payment,  or, at such time as Petrogen has  attempted the  recompletion  at
     least two (2) of the  well-bores,  Coronado  shall within tan business days
     thereafter,  convey to Petrogen  one-hundred  percent  (100%) of Cononado's
     record title and operating rights and interests {the "interests") in and to
     the Property, the assignment of which shall be delivered to Petrogen as the
     then Wyoming Bureau of Land Management (the "BLM") approved Operator of the
     Property,  reserving  to  Coronado  an  exclusive  five  percent  (5%) ORRI
     proportional  to that of Petrogen's  net WI upon the Property,  which shall
     not bear any of the costs of production  as defined in the Wyoming  Statute
     30-5-304,  and  Petrogen  shall  compfy  with the  Order of the  Authorized
     Officer stated in the BLM extension letter dated January 6th, 2003,

4.   After  Coronado  ha$  received  the  entirety  of THE  Production  Payment,
     Petrogen  shall  thereafter  receive one hundred  percent (100%) of all the
     income derived from  hydrocarbon  production from the said Well-bores until
     such time as  Petrogen  has  recouped  the total of its  expenditures  (the
     "Recoup" or "Recoupment") to Recompute the Well-bores,  Including,  but not
     limited to, the costs for  testing,  completion,  recompletion,  reworking,
     Production Payments, etc., and associated operating expenses and overhead.

5.   Coronado shall reserve the right,  but not the obligation,  for a period of
     twelve (12) months  after  Petrogen's  Recoupment,  to convert its retained
     ORRI to a fifty percent (50%) WI in the said Well-bores,  in (hat instance,
     Petrogen's interest in the Well-bores shall convert to a 50% WI of an 82.5%
     NRI.

6.   Petrogen agrees that it shall spud at least one new Frontier well-bore upon
     the  Lease  (the  "New  Well")  no  later  than   November  1U,  2004  (the
     "Performance  Date"),  Petrogen shall provide  Coronado a written notice of
     its Intention to commence the New Well, and Coronado shall inform  Petrogen
     within a period of thirty (30) days thereafter (the "Notice Period*) of its
     intention to elder participate in the New Well OR to not participate in the
     New Well.

7.   If Coronado elects to participate in the New Well, Coronado's retained ORRI
     upon (he Property in regard to THE New Well shall convert to a 50% WI of an
     82.5% NRI.

8.   If  Coronado  elects to not  participate  in the New Well within the Notice
     Period, or, defaults upon payment to Petrogen of its proportionate share of
     the costs  associated  with the New Well,  Petrogen will then commence the
     New Well  without the  participation  of Coronado,  and, In that  instance,
     Petrogen  Will  then  retain  a 100% WI of a 77,6%  NRI on ail  Hydrocarbon
     developments  and  production  revenues until such time it has recouped its
     expenses.

9.   Coronado reserves the right, but not the obligation, for a period of twelve
     (12) months after  Petrogen's  Recoupment  from the New Wed, to convert its
     retained  ORRI  to a fifty  percent  (50%) WI in said  New  Well.  In that
     instance,  Petrogen's interest IN the New Well shall convert to a $0% WI of
     an 82.6% NRI.

10.  Should  Petrogen elect to not proceed with the spudding of one New Wed upon
     the Property by the Performance Date, Petrogen snail convey to Coronado one
     hundred  percent  (100%) of  Petrogen's  Interests in and to the  Property,
     however,  reserving  Petrogen's  Interests In and to the Well-bores and the
     production unit of each Well-bore it has Recompleted.


C. AREA OF MUTUAL INTEREST

1.   Petrogen and Coronado agree to the formation of an Area of Mutual  Interest
     (the "AM!"}  comprised of Sections 23, 24, 25, 26, 35 and 36 of Township 46
     North,  Range 100 West, as well as the lands covered within Sections of the
     Property, but that are not currently under leasehold within the composition
     of the Property,  Petrogen and Coronado agree to work in  collaboration  to
     acquire leasehold  interests within the AMI.

2.   Petrogen  shall  pay and bear  one  hundred  percent  (100%)  of the  costs
     associated   with   acquisition  OF  leasehold  and  other  interests  (the
     "Leasehold") within the AMI.

3.   Petrogen reserves the right to decline acquisition of any and all interests
     within the AMI if  favorable  acquisition  terms cannot  be  reached
     between  Petrogen  and the current  mineral or lease  owners  and/or lease
     title holders within the AMI.

4.   Upon Petrogen having compiled acquisition of any Leasehold Interests within
     the AMI,  Petrogen and Coronado will WORK in collaboration to ascertain the
     most geologically advantageous locations to spud two (2) new


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     Frontier  Formation tests (the "Frontier  Wells") within the AMI. Petrogen
     reserves  me right  to the  final  decision  as to the location of where
     the Frontiere Wellsfls will be located.

6.   Petrogen shall receive from either one of, or Both of the Frontier Wells it
     drills and completes, one hundred percent (100%) of the income derived from
     hydrocarbon  production  until such time as Petrogen has recouped the total
     of its expenditures, including, but not limited to, the coats FOR drilling,
     testing,  completion,  etc., and associated  operating  expanses,  with the
     assignment  of a two and one half  percent  (2.5%)  ORRI (tne 2.5% ORRI) to
     Coronado, which shall not bear any of the costs of production as defined In
     the Wyoming Statute 30-5-304.

7.   Coronado shall reserve the right,  but not the obligation,  for a period of
     twelve (12) months  after  Petrogen's  Recoupment,  to convert its retained
     2,5% ORRI to a twenty five percent  (25%) Wl In the Frontier  Wells and the
     associated leasses upon Petrogen's Leasehold within the AMI.

8.   Through its acquisition efforts within THE AMI AS noted,  Petrogen reserves
     the right to attempt to acquire (he  American  Petrofina  well-bore  (the
     "APW").

9.   Upon  Petrogen's  receipt  of an  assignment  upon the APW,  Petrogen  will
     attempt  the  Recompletion  of the APW all  costs of  which  shall be borne
     solely by Petrogen.

10.  Petrogen shad  receive) one hundred  percent  (100%) of the income  derived
     from hydrocarbon production from the APW until such time as it has Recouped
     the total of Its  expenditures  to Recomplete the APW,  including,  but not
     limited to, the costs for  testing,  completion,  recompletion,  reworking,
     etc., and associated operating expenses, with the assignment of a 2.5% ORRI
     to Coronado, which shall not bear any of the costs of production as defined
     in the Wyoming Statute 30-5-304.

11.  Coronado shaa reserve the right,  but not the  obligation,  for a period of
     twelve (12) months  after  Petrogen's  Recoupment,  to convert its retained
     2.5%  ORRI in the APW and tha  associated  leases  upon  Petrogen's  leased
     interests  within tho AMI  respective  of the APW to a twenty five  percent
     (25%) WI.

D. GENERAL MATTERS

1.   The parties warrant  employing good faith, due diligence,  and best efforts
     in the  performance  of this  agreement  In the event of any  dispute,  the
     parties  shall  employ the term*  hereof (or of any  further or  collateral
     agreements)  and terms  standard in the  Industry  where not  addressed  by
     agreements.

2.   This  agreement  shall be kept  confidential  and no disclosure of the same
     shall be made without mutual consent, which shall not be unreasonably with
     held.

3.   Petrogen and Coronado shall enter a mutually agreeable operating agreement.

4.   Petrogen  shall maintain  adequate  liability  Insurance,  a proof of which
     shall be furnished to Coronado poor to the commencement of operations.

5.   The Situs of this  agreement  shall be governed by the laws of the State of
     Colorado.

6.   This agreement  supercedes  all previous  agreements  between  Coronado and
     Petrogen, whether oral, written, expressed or implied.


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We trust that the foregoing  terms are acceptable to you we ask that you execute
and return a copy of this LOI and the same will be binding upon us from the date
of your acceptance.



Yours truly,

PETROGEN. [NC.



/s/ SACHA H. SPINDLER
    __________________________________
    Sacha H. Spindler - President, CEO


    __________________________________
    Witness

The foregoing is hereby agreed effective this 3rd day of February, 2003.

CORONADO OIL COMPANY


/s/ JOHN BOLLENBACHER
    __________________________________
    John Bollenbacher - President



    /s/ MARVIN A. HENRY
    __________________________________
    Witness